UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY PERIOD ENDED September 30, 2008

Huntington Bancshares Incorporated

Maryland (State or other jurisdiction of incorporation or organization)		31-0724920 (I.R.S. Employer Identification No.)

Registrant’s telephone number (614) 480-8300

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.. See the definitions of “large accelerated filer,” “ accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No

There were 366,050,446 shares of Registrant’s common stock ($0.01 par value) outstanding on October 31, 2008.

 

 

Huntington Bancshares Incorporated

INDEX

Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at September 30, 2008, December 31, 2007, and September 30, 2007			67
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2008 and 2007			68
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2008 and 2007			69
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2008 and 2007			70
Notes to Unaudited Condensed Consolidated Financial Statements			71
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3
Item 3. Quantitative and Qualitative Disclosures about Market Risk			95
Item 4. Controls and Procedures			95
Item 4T. Controls and Procedures			95
Part II. Other Information
Item 1. Legal Proceedings			95
Item 1A. Risk Factors			95
Item 6. Exhibits			96
Signatures			97
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-12.1
EX-12.2
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Part 1. Financial Information

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION

     Huntington Bancshares Incorporated (we or our) is a multi-state diversified financial holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through our subsidiaries, including our bank subsidiary, The Huntington National Bank (the Bank), organized in 1866, we provide full-service commercial and consumer banking services, mortgage banking services, automobile financing, equipment leasing, investment management, trust services, brokerage services, customized insurance service programs, and other financial products and services. Our banking offices are located in Ohio, Michigan, Pennsylvania, Indiana, West Virginia, and Kentucky. Selected financial service activities are also conducted in other states including: Auto Finance and Dealer Services offices in Arizona, Florida, Nevada, New Jersey, New York, Tennessee, and Texas; Private Financial and Capital Markets Group offices in Florida; and Mortgage Banking offices in Maryland and New Jersey. Huntington Insurance offers retail and commercial insurance agency services in Ohio, Pennsylvania, Michigan, Indiana, and West Virginia. International banking services are available through the headquarters office in Columbus and a limited purpose office located in both the Cayman Islands and Hong Kong.

     The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides you with information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows and should be read in conjunction with the financial statements, notes, and other information contained in this report. This discussion and analysis provides updates to the MD&A appearing in our 2007 Annual Report on Form 10-K (2007 Form 10-K), which should be read in conjunction with this discussion and analysis.

     Our discussion is divided into key segments:

	•		Introduction - Provides overview comments on important matters including risk factors, acquisitions, and other items. These are essential for understanding our performance and prospects.
	•		Discussion of Results of Operations - Reviews financial performance from a consolidated company perspective. It also includes a “Significant Items” section that summarizes key issues helpful for understanding performance trends, including our acquisition of Sky Financial Group, Inc. (Sky Financial) and our relationship with Franklin Credit Management Corporation (Franklin). Key consolidated balance sheet and income statement trends are also discussed in this section.
	•		Risk Management and Capital - Discusses credit, market, liquidity, and operational risks, including how these are managed, as well as performance trends. It also includes a discussion of liquidity policies, how we obtain funding, and related performance. In addition, there is a discussion of guarantees and/or commitments made for items such as standby letters of credit and commitments to sell loans, and a discussion that reviews the adequacy of capital, including regulatory capital requirements.
	•		Lines of Business Discussion - Provides an overview of financial performance for each of our major lines of business and provides additional discussion of trends underlying consolidated financial performance.

A reading of each section is important to understand fully the nature of our financial performance and prospects.

Forward-Looking Statements

     This report, including MD&A, contains certain forward-looking statements, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

     Actual results could differ materially from those contained or implied by such statements for a variety of factors including: (a) deterioration in the loan portfolio could be worse than expected due to a number of factors such as the

underlying value of the collateral could prove less valuable than otherwise assumed and assumed cash flows may be worse than expected; (b) changes in economic conditions; (c) movements in interest rates and spreads; (d) competitive pressures on product pricing and services; (e) success and timing of other business strategies; (f) the nature, extent, and timing of governmental actions and reforms; and (g) extended disruption of vital infrastructure. The Emergency Economic Stabilization Act of 2008 (EESA) passed on October 3, 2008, could have an undetermined material impact on company performance depending on rules of participation that have yet to be finalized. Additional factors that could cause results to differ materially from those described above can be found in Huntington’s 2007 Form 10-K, and documents subsequently filed by Huntington with the Securities and Exchange Commission (SEC).

     All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, readers of this document are cautioned against placing undue reliance on such statements.

Risk Factors

     We, like other financial companies, are subject to a number of risks that may adversely affect our financial condition or results of operation, many of which are outside of our direct control, though efforts are made to manage those risks while optimizing returns. Among the risks assumed are: (1) credit risk, which is the risk of loss due to loan and lease customers or other counterparties not being able to meet their financial obligations under agreed upon terms, (2) market risk, which is the risk of loss due to changes in the market value of assets and liabilities due to changes in market interest rates, foreign exchange rates, equity prices, and credit spreads, (3) liquidity risk, which is the risk of loss due to the possibility that funds may not be available to satisfy current or future commitments based on external macro market issues, investor and customer perception of financial strength, and events unrelated to the company such as war, terrorism, or financial institution market specific issues, and (4) operational risk, which is the risk of loss due to human error, inadequate or failed internal systems and controls, violations of, or noncompliance with, laws, rules, regulations, prescribed practices, or ethical standards, and external influences such as market conditions, fraudulent activities, disasters, and security risks. (See “Risk Management and Capital” discussion for additional information regarding risk factors.) Additionally, more information on risk is set forth below, and under the heading “Risk Factors” included in Item 1A of our 2007 Annual Report on Form 10-K for the year ended December 31, 2007, and subsequent filings with the SEC.

Emergency Economic Stabilization Act of 2008

     On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (EESA) was enacted. EESA enables the federal government, under terms and conditions to be developed by the Secretary of the Treasury, to insure troubled assets, including mortgage-backed securities, and collect premiums from participating financial institutions. EESA includes, among other provisions: (a) the $700 billion Troubled Assets Relief Program (TARP), under which the Secretary of the Treasury is authorized to purchase, insure, hold, and sell a wide variety of financial instruments, particularly those that are based on or related to residential or commercial mortgages originated or issued on or before March 14, 2008; and (b) an increase in the amount of deposit insurance provided by the Federal Deposit Insurance Corporation (FDIC). Both of these specific provisions are discussed in the below sections.

     We continue to evaluate the key provisions of EESA, as well as the related accounting, tax, and business issues and their impact on Huntington’s consolidated financial statements. At this time, we are uncertain as to the total impact EESA, other legislation, regulations, and pronouncements that may be enacted or adopted in response to the current worldwide economic uncertainty, may have on our financial condition, results of operations, liquidity, and stock price.

     Troubled Assets Relief Program (TARP)

Under the TARP, the Department of Treasury has authorized a voluntary capital purchase program (CPP) to purchase up to $250 billion of senior preferred shares of qualifying financial institutions that elect to participate by November 14, 2008. A company that participates must adopt certain standards for executive compensation, including (a) prohibiting “golden parachute” payments as defined in EESA to senior Executive Officers; (b) requiring recovery of any compensation paid to senior Executive Officers based on criteria that is later proven to be materially inaccurate; and (c) prohibiting incentive compensation that encourages unnecessary and excessive risks that threaten the value of the financial institution.

On October 27, 2008, we announced that the Department of Treasury had preliminarily approved our application to participate in the TARP voluntary CPP. Our participation is subject to the standard terms and conditions of the program. We have been approved for approximately $1.4 billion in capital that will take the form of non-voting cumulative preferred stock that would pay cash dividends at the rate of 5% per annum for the first five years, and then pay cash dividends at the rate of 9% per annum thereafter. In addition, the Department of Treasury will receive warrants to purchase shares of our common stock having an aggregate market price equal to 15% of the preferred stock amount. The expected proceeds of the $1.4 billion would be allocated to the preferred stock and additional paid-in-capital. Any resulting discount on the preferred stock would be amortized, resulting in additional dilution to our common stock. The exercise price for the warrant, and the market price for determining the number of shares of common stock subject to the warrants, would be determined on the date of the preferred investment (calculated on a 20-trading day trailing average). The warrants would be immediately exercisable, in whole or in part, over a term of 10 years. The warrants would be included in our diluted average common shares outstanding.

Federal Deposit Insurance Corporation (FDIC)

     The FDIC is an independent agency of the United States government that protects against the loss of insured deposits if any FDIC insured bank or savings association fails. All participants are assessed quarterly deposit insurance premiums.

     As a participating FDIC insured bank, we were assessed quarterly deposit insurance premiums totaling $18.1 million for the first nine-month period of 2008. However, we received a one-time assessment credit from the FDIC (see “Business” discussion in the 2007 Form 10-K) which substantially offset our year-to-date 2008 deposit insurance premium and, therefore, only $1.8 million of deposit insurance premium expense was recognized for the first nine-month period of 2008. At September 30, 2008, our remaining assessment credit available to offset future FDIC insurance premiums was $0.2 million.

     On October 7, 2008, the FDIC requested comment on a proposed rule that would increase the rates banks pay for deposit insurance. Specifically, the assessment rate schedule would be raised by 7 basis points (annualized) beginning January 1, 2009. The FDIC has also proposed changing the way the system measures risk among insured institutions in order to require riskier institutions to pay a larger assessment. Based on these proposed changes, as well as the full consumption of the one-time assessment credit (discussed above), we anticipate that our full-year 2009 deposit insurance premium expense will increase approximately $44 million compared with our expected full-year 2008 deposit insurance premium expense.

     EESA temporarily raised the limit on federal deposit insurance coverage from $100,000 to $250,000 per depositor. Separate from EESA, in October 2008, the FDIC also announced the Temporary Liquidity Guarantee Program. Under one component of this program, the FDIC temporarily provides unlimited coverage for non-interest bearing transaction deposit accounts through December 31, 2009. The limits return to $100,000 on January 1, 2010. (See “Bank Liquidity” discussion for additional details regarding the Temporary Liquidity Guarantee Program.)

Critical Accounting Policies and Use of Significant Estimates

     Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of financial statements in conformity with GAAP requires us to establish critical accounting policies and make accounting estimates, assumptions, and judgments that affect amounts recorded and reported in our financial statements. Note 1 of the Notes to Consolidated Financial Statements included in our 2007 Form 10-K as supplemented by this report lists significant accounting policies we use in the development and presentation of our financial statements. This discussion and analysis, the significant accounting policies, and other financial statement disclosures identify and address key variables and other qualitative and quantitative factors necessary for an understanding and evaluation of our company, financial position, results of operations, and cash flows.

     An accounting estimate requires assumptions about uncertain matters that could have a material effect on the financial statements if a different amount within a range of estimates were used or if estimates changed from period to period. Readers of this report should understand that estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce actual results that differ from when those estimates were made. The most significant accounting estimates and their related application are discussed in our 2007 Form 10-K. The following discussion provides an update of our accounting estimates related to goodwill. Also, based on recent market

developments, we now consider the results of our other-than-temporary-impairment (OTTI) analysis of securities available-for-sale to be a significant estimate.

Goodwill

     We account for goodwill in accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets. The reporting units are tested for impairment annually as of October 1, to determine whether any goodwill impairment exists. Goodwill is also tested for impairment on an interim basis if an event occurs or circumstances change between annual tests that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Impairment losses, if any, would be reflected in non-interest expense.

     We apply judgment in assessing goodwill for impairment. Estimates of fair value are based primarily on the market capitalization of Huntington, adjusted for a control premium. Also considered are projections of cash flows considering historical and anticipated future results, and general economic and market conditions. Changes in market capitalization, certain judgments, and projections could result in a significantly different estimate of the fair value of the reporting units and could result in an impairment of goodwill.

     As a result of the continued economic weakness across our Midwest markets, our stock price declined significantly during the first six-month period of 2008. Therefore, we performed an interim impairment test of our goodwill as of June 30, 2008. Based upon the results of the test, no impairment to goodwill was required. No factors occurred during the 2008 third quarter that required an additional impairment test.

Securities

     As described in Note 1 of the Notes to Consolidated Financial Statements in our 2007 Form 10-K, investments are reviewed quarterly for indicators of OTTI. This determination requires significant judgment. In making this judgment, we evaluate, among other factors, the expected cash flows of the security, the duration and extent to which the fair value of an investment is less than its cost, the historical and implicit volatility of the security, and our intent and ability to hold the investment until recovery, which may be maturity.

     During the current quarter, we recognized OTTI of $76.6 million in our Alt-A mortgage loan-backed portfolio (see “Investment Portfolio” discussion within the “Credit Risk” section). Given the continued disruption in the financial markets, we may be required to recognize additional OTTI losses in future periods with respect to these or other securities held in our available-for-sale portfolio. Also, we have experienced an increase in unrealized losses primarily as a result of wider liquidity spreads on our asset-backed securities. At September 30, 2008, unrealized losses on our asset-backed securities totaled $209.2 million, up from unrealized losses of $35.2 million at December 31, 2007 and unrealized losses of $4.2 million at September 30, 2007.

     The amount and timing of any additional impairment recognized will depend on the severity and duration of the decline in fair value of the securities, our estimation of the anticipated recovery period, and the expected cash flows of the security. (See Note 4 in the Notes to Unaudited Condensed Consolidated Financial Statements for additional discussion.)

Recent Accounting Pronouncements and Developments

     Note 2 to the Unaudited Condensed Consolidated Financial Statements discusses new accounting policies adopted during 2008 and the expected impact of accounting policies recently issued but not yet required to be adopted. To the extent the adoption of new accounting standards materially affect financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section of this MD&A and the Notes to the Unaudited Condensed Consolidated Financial Statements.

Acquisition of Sky Financial

     The merger with Sky Financial was completed on July 1, 2007. At the time of acquisition, Sky Financial had assets of $16.8 billion, including $13.3 billion of loans, and total deposits of $12.9 billion. The impact of this acquisition has been included in our consolidated results since July 1, 2007. As a result of this acquisition, we have a significant loan

relationship with Franklin. This relationship is discussed in greater detail in the “Significant Items” and “Commercial Credit” sections of this report.

     Given the significant impact of the merger on year-to-date reported results, we believe that an understanding of the impacts of the merger and certain post-merger restructuring activities is necessary to better understand the underlying performance trends. When comparing post-merger period results to premerger periods, we use the following terms when discussing financial performance:

	•		“Merger-related” refers to amounts and percentage changes representing the impact attributable to the merger.
	•		“Merger and restructuring costs” represent non-interest expenses primarily associated with merger integration activities, including severance expense for key executive personnel.
	•		“Non-merger-related” refers to performance not attributable to the merger, and includes “merger efficiencies”, which represent non-interest expense reductions realized as a result of the merger.

     After completion of the merger, we combined Sky Financial’s operations with ours, and as such, we could no longer separately monitor the subsequent individual results of Sky Financial. As a result, the following methodologies were implemented to estimate the approximate effect of the Sky Financial merger used to determine “merger-related” impacts. Certain tables and comments contained within our discussion and analysis provide detail of changes to reported results to quantify the estimated impact of the Sky Financial merger using this methodology. Only year-to-date comparisons are impacted by the Sky Financial acquisition in this MD&A, as all quarterly periods presented are post-merger.

Balance Sheet Items

For average loans and leases, as well as average deposits, Sky Financial’s balances as of June 30, 2007, adjusted for purchase accounting adjustments, and transfers of loans to loans held-for-sale, were used in the comparison. To estimate the impact on 2008 year-to-date average balances, it was assumed that the June 30, 2007 balances, as adjusted, remained constant over time.

Income Statement Items

Sky Financial’s actual results for the first six months of 2007, adjusted for the impact of unusual items and purchase accounting adjustments, were determined. This six-month adjusted amount was divided by two to estimate a quarterly impact. The quarterly amount was then multiplied by three to arrive at a year-to-date amount. This methodology does not adjust for any market related changes, or seasonal factors in Sky Financial’s 2007 six-month results. Nor does it consider any revenue or expense synergies realized since the merger date. The one exception to this methodology of holding the estimated annual impact constant relates to the amortization of intangibles expense where the amount is known and is therefore used.

DISCUSSION OF RESULTS OF OPERATIONS

     This section provides a review of financial performance from a consolidated perspective. It also includes a “Significant Items” section that summarizes key issues important for a complete understanding of performance trends. Key consolidated balance sheet and income statement trends are discussed in this section. All earnings per share data are reported on a diluted basis. For additional insight on financial performance, please read this section in conjunction with the “Lines of Business” discussion.

Summary

     We reported 2008 third quarter net income of $75.1 million representing earnings per common share of $0.17. These results compared with net income of $101.4 million, or $0.25 per common share, in the 2008 second quarter. Comparisons with the prior quarter were significantly impacted by a number of factors that are discussed later in the “Significant Items” section.

     During the 2008 third quarter, the primary focus within our industry continued to be credit quality. The economy remained weak in our markets and continued to put stress on our borrowers. Our expectation is that the economy will remain under stress, and that no improvement will be seen until well into 2009.

     Given the current economic conditions, the decline in credit quality performance during the current quarter was anticipated, and the results were consistent with our expectations. Net charge-offs and provision levels continued to be elevated, however the increases were manageable. During the 2008 third quarter, the allowance for credit losses (ACL) increased 10 basis points from the prior quarter to 1.90% of total loans and leases. Nonaccrual loans (NALs) increased $50.9 million, or 10%, reflecting increased NALs in our commercial real estate (CRE) loans to single family home builders, and within our commercial and industrial (C&I) portfolio related to businesses that support residential development.

     Our period end capital levels were strong. Our tangible equity ratio improved 8 basis points to 5.98% compared with the prior quarter, and is near our 6.00%-6.25% targeted range. This quarter’s performance permitted us to build capital levels even more, and we believe that we are well positioned given the current stresses in the financial markets. We expect our capital position will be strengthened further with our participation in the Department of Treasury’s voluntary CPP under TARP (see “Risk Factors” discussion within the “Introduction” section). Additionally, our period-end liquidity position was strong, as we have conservatively managed our liquidity position at both the parent company and bank levels. At September 30, 2008, the parent company had sufficient cash for operations and does not have any debt maturities for several years. Further, the Bank has a very manageable level of debt maturities during the next 12-month period.

     The loan restructuring associated with our relationship with Franklin, completed during the 2007 fourth quarter, continued to perform consistent with the terms of the restructuring agreement. Cash flows exceeded the required debt service, the loans continued to perform with interest accruing, and there were no charge-offs or related provision for credit losses related to this credit during the quarter. Our exposure to Franklin declined $36 million, or 3%, compared with the prior quarter. We remain comfortable with our credit assumptions regarding the overall performance of this portfolio.

     Fully taxable net interest income in the 2008 third quarter decreased $1.4 million, or less than 1%, compared with the prior quarter. This decrease was primarily the result of a $0.6 billion, or 1%, decline in average total earning assets, as the net interest margin was unchanged from the prior quarter at 3.29%.

     Non-interest income in the 2008 third quarter decreased $68.6 million, or 29%, compared with the prior quarter. Comparisons with the prior quarter were affected by Significant Items (see “Significant Items”) that resulted in a net charge of $58.5 million. Mortgage banking income, after considering the impact of MSR hedging results (see “Significant Items”), declined 51% primarily relating to lower origination activity, and trust services income declined 6% reflecting the impact of lower market values on asset management revenues.

     Expenses continue to be well controlled, with our efficiency ratio improving to 50.3% for the current quarter. Non-interest expense in the 2008 third quarter decreased $38.8 million, or 10%, compared with the prior quarter. Comparisons with the prior quarter were affected by Significant Items (see “Significant Items”) that resulted in a net positive impact of $19.2 million, and reduced restructuring/merger costs that resulted in a net positive impact of $14.6 million. Considering the impact of both of these items, the remaining components of non-interest expense decreased $5.1 million, or 1%, primarily reflecting a decline in personnel expense due to merger efficiencies.

Table 1 — Selected Quarterly Income Statement Data ⁽¹⁾

		2008												2007
(in thousands, except per share amounts)		Third				Second				First				Fourth				Third
Interest income		$	685,728			$	696,675			$	753,411			$	814,398			$	851,155
Interest expense			297,092				306,809				376,587				431,465				441,522
Net interest income			388,636				389,866				376,824				382,933				409,633
Provision for credit losses			125,392				120,813				88,650				512,082				42,007
Net interest income (loss) after provision for credit losses			263,244				269,053				288,174				(129,149	)			367,626
Service charges on deposit accounts			80,508				79,630				72,668				81,276				78,107
Trust services			30,952				33,089				34,128				35,198				33,562
Brokerage and insurance income			34,309				35,694				36,560				30,288				28,806
Other service charges and fees			23,446				23,242				20,741				21,891				21,045
Bank owned life insurance income			13,318				14,131				13,750				13,253				14,847
Mortgage banking income (loss)			10,302				12,502				(7,063	)			3,702				9,629
Securities (losses) gains			(73,790	)			2,073				1,429				(11,551	)			(13,152	)
Other income (loss) (2)			48,812				36,069				63,539				(3,500	)			31,830
Total non-interest income			167,857				236,430				235,752				170,557				204,674
Personnel costs			184,827				199,991				201,943				214,850				202,148
Outside data processing and other services			32,386				30,186				34,361				39,130				40,600
Net occupancy			25,215				26,971				33,243				26,714				33,334
Equipment			22,102				25,740				23,794				22,816				23,290
Amortization of intangibles			19,463				19,327				18,917				20,163				19,949
Marketing			7,049				7,339				8,919				16,175				13,186
Professional services			13,405				13,752				9,090				14,464				11,273
Telecommunications			6,007				6,864				6,245				8,513				7,286
Printing and supplies			4,316				4,757				5,622				6,594				4,743
Other expense (2)			24,226				42,876				28,347				70,133				29,754
Total non-interest expense			338,996				377,803				370,481				439,552				385,563
Income (loss) before income taxes			92,105				127,680				153,445				(398,144	)			186,737
Provision (benefit) for income taxes			17,042				26,328				26,377				(158,864	)			48,535
Net income (loss)		$	75,063			$	101,352			$	127,068			$	(239,280	)		$	138,202
Dividends declared on preferred shares			12,091				11,151				—				—				—
Net income (loss) applicable to common shares		$	62,972			$	90,201			$	127,068			$	(239,280	)		$	138,202
Average common shares — basic			366,124				366,206				366,235				366,119				365,895
Average common shares — diluted (3)			367,361				367,234				367,208				366,119				368,280
Per common share
Net income (loss) — basic		$	0.17			$	0.25			$	0.35			$	(0.65	)		$	0.38
Net income (loss) — diluted			0.17				0.25				0.35				(0.65	)			0.38
Cash dividends declared			0.1325				0.1325				0.2650				0.2650				0.2650
Return on average total assets			0.55	%			0.73	%			0.93	%			(1.74	)%			1.02	%
Return on average total shareholders’ equity			4.7				6.4				8.7				(15.3	)			8.8
Return on average tangible shareholders’ equity (4)			11.6				15.0				22.0				(30.7	)			19.7
Net interest margin (5)			3.29				3.29				3.23				3.26				3.52
Efficiency ratio (6)			50.3				56.9				57.0				73.5				57.7
Effective tax rate (benefit)			18.5				20.6				17.2				(39.9	)			26.0
Revenue — fully taxable equivalent (FTE)
Net interest income		$	388,636			$	389,866			$	376,824			$	382,933			$	409,633
FTE adjustment			5,451				5,624				5,502				5,363				5,712
Net interest income (5)			394,087				395,490				382,326				388,296				415,345
Non-interest income			167,857				236,430				235,752				170,557				204,674
Total revenue (5)		$	561,944			$	631,920			$	618,078			$	558,853			$	620,019

Table 2 — Selected Year to Date Income Statement Data ⁽¹⁾

		Nine Months Ended September 30,								Change
(in thousands, except per share amounts)		2008				2007				Amount				Percent
Interest income		$	2,135,814			$	1,928,565			$	207,249				10.7	%
Interest expense			980,488				1,009,986				(29,498	)			(2.9	)
Net interest income			1,155,326				918,579				236,747				25.8
Provision for credit losses			334,855				131,546				203,309				N.M.
Net interest income after provision for credit losses			820,471				787,033				33,438				4.2
Service charges on deposit accounts			232,806				172,917				59,889				34.6
Trust services			98,169				86,220				11,949				13.9
Brokerage and insurance income			106,563				62,087				44,476				71.6
Other service charges and fees			67,429				49,176				18,253				37.1
Bank owned life insurance income			41,199				36,602				4,597				12.6
Mortgage banking income			15,741				26,102				(10,361	)			(39.7	)
Securities losses			(70,288	)			(18,187	)			(52,101	)			286.5
Other income (2)			148,420				91,127				57,293				62.9
Total non-interest income			640,039				506,044				133,995				26.5
Personnel costs			586,761				471,978				114,783				24.3
Outside data processing and other services			96,933				88,115				8,818				10.0
Net occupancy			85,429				72,659				12,770				17.6
Equipment			71,636				58,666				12,970				22.1
Amortization of intangibles			57,707				29,868				27,839				93.2
Marketing			23,307				25,856				(2,549	)			(9.9	)
Professional services			36,247				15,989				20,258				N.M.
Telecommunications			19,116				11,657				7,459				64.0
Printing and supplies			14,695				24,988				(10,293	)			(41.2	)
Other expense (2)			95,449				72,514				22,935				31.6
Total non-interest expense			1,087,280				872,290				214,990				24.6
Income before income taxes			373,230				420,787				(47,557	)			(11.3	)
Provision for income taxes			69,747				106,338				(36,591	)			(34.4	)
Net income		$	303,483			$	314,449			$	(10,966	)			(3.5	)%
Dividends declared on preferred shares			23,242				—				23,242				—
Net income applicable to common shares		$	280,241			$	314,449			$	(34,208	)			(10.9	)%
Average common shares — basic			366,188				279,171				87,017				31.2
Average common shares — diluted (3)			367,268				282,014				85,254				30.2	%
Per common share
Net income per common share — basic		$	0.77			$	1.13			$	(0.36	)			(31.9	)%
Net income per common share — diluted			0.76				1.12				(0.36	)			(32.1	)
Cash dividends declared			0.530				0.795				(0.265	)			(33.3	)
Return on average total assets			0.74	%			1.02	%			(0.28	)%
Return on average total shareholders’ equity			6.6				10.3				(3.7	)
Return on average tangible shareholders’ equity (4)			15.9				16.8				(0.9	)
Net interest margin (5)			3.27				3.40				(0.13	)
Efficiency ratio (6)			54.7				58.2				(3.5	)
Effective tax rate (5)			18.7				25.3				(6.6	)
Revenue — fully taxable equivalent (FTE)
Net interest income		$	1,155,326			$	918,579			$	236,747				25.8	%
FTE adjustment (5)			16,577				13,886				2,691				19.4
Net interest income			1,171,903				932,465				239,438				25.7
Non-interest income			640,039				506,044				133,995				26.5
Total revenue		$	1,811,942			$	1,438,509			$	373,433				26.0	%

Significant Items

Definition of Significant Items

     Certain components of the income statement are naturally subject to more volatility than others. As a result, readers of this report may view such items differently in their assessment of “underlying” or “core” earnings performance compared with their expectations and/or any implications resulting from them on their assessment of future performance trends.

     Therefore, we believe the disclosure of certain “Significant Items” affecting current and prior period results aids readers of this report in better understanding corporate performance so that they can ascertain for themselves what, if any, items they may wish to include or exclude from their analysis of performance, within the context of determining how that performance differed from their expectations, as well as how, if at all, to adjust their estimates of future performance accordingly.

     To this end, we have adopted a practice of listing as “Significant Items” in our external disclosure documents, including earnings press releases, investor presentations, reports on Forms 10-Q and 10-K, individual and/or particularly volatile items that impact the current period results by $0.01 per share or more. Our adopted practice methodology is outlined in the MD&A section appearing in our 2007 Form 10-K.

Significant Items Influencing Financial Performance Comparisons

     Earnings comparisons from the beginning of 2007 through the 2008 third quarter were impacted by a number of significant items summarized below.

1.

Sky Financial Acquisition. The merger with Sky Financial was completed on July 1, 2007. The impacts of Sky Financial on the 2008 year-to-date reported results compared with the 2007 year-to-date reported results are as follows:

	•		Increased the absolute level of reported average balance sheet, revenue, expense, and credit quality results (e.g., net charge-offs).
	•		Increased reported non-interest expense items as a result of costs incurred as part of merger integration and post-merger restructuring activities, most notably employee retention bonuses, outside programming services related to systems conversions, and marketing expenses related to customer retention initiatives. These net merger and restructuring costs were $14.6 million in the 2008 second quarter, $7.3 million in the 2008 first quarter, $44.4 million in the 2007 fourth quarter, $32.3 million in the 2007 third quarter, $7.6 million in the 2007 second quarter, and $0.8 million in the 2007 first quarter.

	2.		Franklin Relationship Restructuring. Performance for the 2007 fourth quarter included a $423.6 million ($0.75 per common share based upon the quarterly average outstanding diluted common shares) negative impact related to our Franklin relationship acquired in the Sky Financial acquisition. On December 28, 2007, the loans associated with Franklin were restructured, resulting in a $405.8 million provision for credit losses and a $17.9 million reduction of net interest income. The net interest income reduction reflected the placement of the Franklin loans on nonaccrual status from November 16, 2007, until December 28, 2007.
	3.		Visaâ Initial Public Offering (IPO). Performance for the 2008 first quarter included the positive impact of $37.5 million ($0.07 per common share) related to the Visa® IPO occurring in March of 2008. This impact was comprised of two components: (a) $25.1 million gain, recorded in other non-interest income, resulting from the proceeds of the IPO, and (b) $12.4 million partial reversal of the 2007 fourth quarter accrual of $24.9 million ($0.04 per common share) for indemnification charges against Visa®, recorded in other non-interest expense.
	4.		Mortgage Servicing Rights (MSRs) and Related Hedging. Included in total net market-related losses are net losses or gains from our MSRs and the related hedging. Additional information regarding MSRs is located under the “Market Risk” heading of the “Risk Management and Capital” section. Net income included the following net impact of MSR hedging activity (see Table 11):

(in thousands, except per common share)

		Net interest				Non-interest				Pretax				Net				Per common
Period		income				income				income				income				share
1Q’07		$	—			$	(2,018	)		$	(2,018	)		$	(1,312	)		$	(0.01	)
2Q’07			248				(4,998	)			(4,750	)			(3,088	)			(0.01	)
3Q’07			2,357				(6,002	)			(3,645	)			(2,369	)			(0.01	)
4Q’07			3,192				(11,766	)			(8,574	)			(5,573	)			(0.02	)
2007		$	5,797			$	(24,784	)		$	(18,987	)		$	(12,342	)		$	(0.04	)
1Q’08		$	5,934			$	(24,706	)		$	(18,772	)		$	(12,202	)		$	(0.03	)
2Q’08			9,364				(10,697	)			(1,333	)			(866	)			—
3Q’08			8,368				(6,468	)			1,900				1,235				—
2008 (year-to-date)		$	23,666			$	(41,871	)		$	(18,205	)		$	(11,833	)		$	(0.03	)

			Effective with the 2008 second quarter, we engaged an independent party to provide improved analytical tools and insight to enhance our strategies with the objective to decrease the volatility from MSR fair value changes.
	5.		Other Net Market-Related Gains or Losses. Other net market-related gains or losses included gains and losses related to the following market-driven activities: gains and losses from public and private equity investing included in other non-interest income, net securities gains and losses, net gains and losses from the sale of loans included in other non-interest income, and the impact from the extinguishment of debt included in other non-interest expense. Total net market-related losses also include the net impact of MSRs and related hedging (see item 4 above). Net income included the following impact from other net market-related losses:

(in thousands, except per common share)

		Securities								Net				Debt
		gains/				Equity				gain / (loss)				extinguish-				Pretax				Net				Per common
Period		(losses)				investments				on loans sold				ment				income				income				share
1Q’07		$	104			$	(8,530	)		$	—			$	—			$	(8,426	)		$	(5,477	)		$	(0.02	)
2Q’07			(5,139	)			2,301				—				4,090				1,252				814				—
3Q’07			(13,900	)			(4,387	)			—				3,968				(14,319	)			(9,307	)			(0.03	)
4Q’07			(11,551	)			(9,393	)			(34,003	)			—				(54,947	)			(35,716	)			(0.09	)
2007		$	(30,486	)		$	(20,009	)		$	(34,003	)		$	8,058			$	(76,440	)		$	(49,686	)		$	(0.16	)
1Q’08		$	1,429			$	(2,668	)		$	—			$	—			$	(1,239	)		$	(805	)		$	—
2Q’08			2,073				(4,609	)			(5,131	)			2,177				(5,490	)			(3,569	)			(0.01	)
3Q’08			(73,790	)			3,399				—				21,364				(49,027	)			(31,868	)			(0.08	)
2008 (year-to-date)		$	(70,288	)		$	(3,878	)		$	(5,131	)		$	23,541			$	(55,756	)		$	(36,241	)		$	(0.09	)

			The 2008 third quarter securities losses total included an OTTI adjustment of $76.6 million in our Alt-A mortgage loan-backed portfolio (see “Investment Portfolio” discussion within the “Credit Risk” section).
	6.		Other Significant Items Influencing Earnings Performance Comparisons. In addition to the items discussed separately in this section, a number of other items impacted financial results. These included:

2008 — Third Quarter

•

$3.7 million ($0.01 per common share) increase to provision for income taxes, representing an increase to the previously established capital loss carry-forward valuation allowance related to the current quarter’s decline in value of Visa® shares held.

2008 — Second Quarter

•

$3.4 million ($0.01 per common share) benefit to provision for income taxes, representing a reduction to the previously established capital loss carry-forward valuation allowance related to the value of Visa® shares held.

2008 — First Quarter

•

$11.1 million ($0.03 per common share) benefit to provision for income taxes, representing a reduction to the previously established capital loss carry-forward valuation allowance as a result of the 2008 first quarter Visa® IPO.

•

$11.0 million ($0.02 per common share) of asset impairment, including (a) $5.9 million venture capital loss included in other non-interest income, (b) $2.6 million charge off of a receivable included in other non-interest expense, and (c) $2.5 million write-down of leasehold improvements in our Cleveland main office included in net occupancy expense.

2007 — Fourth Quarter

•

$8.9 million ($0.02 per common share) negative impact primarily due to increases to litigation reserves on existing cases included in other non-interest expense.

2007 — First Quarter

•

$1.9 million ($0.01 per common share) negative impact primarily due to increases to litigation reserves on existing cases included in other non-interest expense.

Table 3 reflects the earnings impact of the above-mentioned significant items for periods affected by this Results of Operations discussion:

Table 3 — Significant Items Influencing Earnings Performance Comparison ⁽¹⁾

		Three Months Ended
		September 30, 2008								June 30, 2008								September 30, 2007
(in millions)		After-tax				EPS				After-tax				EPS				After-tax				EPS
Net income — reported earnings		$	75.1							$	101.4							$	138.2
Earnings per share, after tax						$	0.17							$	0.25							$	0.38
Change from prior quarter — $							(0.08	)							(0.10	)							0.04
Change from prior quarter — %							(32.0	)%							(28.6	)%							11.8	%
Change from a year-ago — $						$	(0.21	)						$	(0.09	)						$	(0.27	)
Change from a year-ago — %							(55.3	)%							(26.5	)%							(41.5	)%

Significant items - favorable (unfavorable) impact:		Earnings (2)				EPS				Earnings (2)				EPS				Earnings (2)				EPS
Net market-related losses		$	(47.1	)		$	(0.08	)		$	(6.8	)		$	(0.01	)		$	(18.0	)		$	(0.03	)
Deferred tax valuation allowance (provision) benefit (3)			(3.7	)			(0.01	)			3.4				0.01				—				—
Merger and restructuring costs			—				—				(14.6	)			(0.03	)			(32.3	)			(0.06	)

		Nine Months Ended
		September 30, 2008								September 30, 2007
(in millions)		After-tax				EPS				After-tax				EPS
Net income — reported earnings		$	303.5							$	314.4
Earnings per share, after tax						$	0.76							$	1.12
Change from a year-ago — $							(0.36	)							(0.44	)
Change from a year-ago — %							(32.1	)%							(28.2	)%

Significant items - favorable (unfavorable) impact:		Earnings (2)				EPS				Earnings (2)				EPS
Aggregate impact of Visa® IPO		$	37.5			$	0.07			$	—			$	—
Deferred tax valuation allowance benefit (3)			10.8				0.03				—				—
Net market-related losses			(74.0	)			(0.13	)			(31.9	)			(0.07	)
Merger and restructuring costs			(21.8	)			(0.04	)			(40.7	)			(0.09	)
Asset impairment			(11.0	)			(0.02	)			—				—
Litigation losses			—				—				(1.9	)			—

Net Interest Income / Average Balance Sheet

     Fully taxable equivalent net interest income decreased $21.3 million, or 5%, from the year-ago quarter. This reflected the unfavorable impact of a 23 basis point decline in the net interest margin to 3.29%, with 8 basis points of the decline reflecting the 2007 fourth quarter restructuring of the Franklin credit. The negative impact from the decline in the net interest margin was partially offset by a $0.8 billion, or 2%, increase in average earning assets. The increase in average earning assets, reflected growth in average loans and leases, partially offset by a decline in other earnings assets.

     Table 4 details the increases in average loans and leases and average deposits.

     Table 4 — Average Loans/Leases and Deposits — 2008 Third Quarter vs. 2007 Third Quarter

		Third Quarter								Change
(in thousands)		2008				2007				Amount				Percent
Net interest income — FTE		$	394,087			$	415,345			$	(21,258	)			(5.1	)%
Average Loans and Deposits (in millions)
Loans/Leases
Commercial and industrial		$	13,629			$	13,036			$	593				4.5	%
Commercial real estate			9,816				8,980				836				9.3
Total commercial			23,445				22,016				1,429				6.5
Automobile loans and leases			4,624				4,354				270				6.2
Home equity			7,453				7,468				(15	)			(0.2	)
Residential mortgage			4,812				5,456				(644	)			(11.8	)
Other consumer			670				534				136				25.5
Total consumer			17,559				17,812				(253	)			(1.4	)
Total loans		$	41,004			$	39,828			$	1,176				3.0	%
Deposits
Demand deposits — non-interest bearing		$	5,080			$	5,384			$	(304	)			(5.6	)%
Demand deposits — interest bearing			4,005				3,808				197				5.2
Money market deposits			5,860				6,869				(1,009	)			(14.7	)
Savings and other domestic time deposits			4,911				5,127				(216	)			(4.2	)
Core certificates of deposit			11,883				10,451				1,432				13.7
Total core deposits			31,739				31,639				100				0.3
Other deposits			6,064				6,013				51				0.8
Total deposits		$	37,803			$	37,652			$	151				0.4	%

     The $1.2 billion, or 3%, increase in average total loans and leases primarily reflected:

•

$1.4 billion, or 6%, increase in average total commercial loans, with growth reflected in both C&I and CRE loans. The $0.8 billion, or 9%, increase in average CRE loans was primarily to existing borrowers with a focus on traditional income producing property types and was not related to the single family home builder segment. The $0.6 billion, or 5%, growth in C&I loans reflected a combination of originations to existing borrowers and originations to new high credit quality customers. We have been able to attract new relationships that historically dealt exclusively with competitors. These “house account” types of relationships are typically the highest quality borrowers and bring the added benefit of significant new deposit and other non-credit relationships.

Partially offset by:

•

$0.3 billion, or 1%, decrease in average total consumer loans. This reflected a $0.6 billion, or 12%, decline in residential mortgages, reflecting loan sales in prior quarters. Average home equity loans were little changed. Partially offsetting the decline was a $0.3 billion, or 6%, growth in average automobile loans and leases. The increase was exclusively in the automobile loan segment, and we are confident in the underwriting strategies employed that generated the growth as our 2008 originations have shown lower levels of risk.

     The $0.2 billion increase in average total deposits reflected growth in both average total core deposits, and to a lesser degree, other deposits. Changes from the year-ago period reflected the continuation of customers transferring funds from lower rate to higher rate accounts like certificates of deposits as short-term rates have fallen. Specifically, average core certificates of deposit increased $1.4 billion, or 14%, whereas average money market deposits and savings and other domestic time deposits decreased $1.0 billion and $0.2 billion, respectively. Average interest bearing demand deposits increased $0.2 billion, or 5%, whereas average non-interest bearing demand deposits declined $0.3 billion, or 6%, again reflecting customer preference for interest bearing accounts.

2008 Third Quarter versus 2008 Second Quarter

     Compared with the 2008 second quarter, fully taxable equivalent net interest income decreased $1.4 million. This reflected a $0.6 billion, or 1%, decline in average earning assets, as the net interest margin was unchanged at 3.29%.

     Table 5 details the slight decreases in average loans and leases and average deposits.

Table 5 — Average Loans/Leases and Deposits — 2008 Third Quarter vs. 2008 Second Quarter

		2008								Change
(in thousands)		Third Quarter				Second Quarter				Amount				Percent
Net interest income — FTE		$	394,087			$	395,490			$	(1,403	)			(0.4	)%
Average Loans and Deposits (in millions)
Loans/Leases
Commercial and industrial		$	13,629			$	13,631			$	(2	)			(0.0	)%
Commercial real estate			9,816				9,601				215				2.2
Total commercial			23,445				23,232				213				0.9
Automobile loans and leases			4,624				4,551				73				1.6
Home equity			7,453				7,365				88				1.2
Residential mortgage			4,812				5,178				(366	)			(7.1	)
Other consumer			670				699				(29	)			(4.1	)
Total consumer			17,559				17,793				(234	)			(1.3	)
Total loans		$	41,004			$	41,025			$	(21	)			(0.1	)%
Deposits
Demand deposits — non-interest bearing		$	5,080			$	5,061			$	19				0.4	%
Demand deposits — interest bearing			4,005				4,086				(81	)			(2.0	)
Money market deposits			5,860				6,267				(407	)			(6.5	)
Savings and other domestic time deposits			4,911				5,047				(136	)			(2.7	)
Core certificates of deposit			11,883				10,950				933				8.5
Total core deposits			31,739				31,411				328				1.0
Other deposits			6,064				6,616				(552	)			(8.3	)
Total deposits		$	37,803			$	38,027			$	(224	)			(0.6	)%

     Average total loans and leases were essentially unchanged between quarters. However, average total commercial loans increased 1%, reflecting 2% growth in CRE loans, as total average C&I loans were little changed. The current quarter’s CRE growth was comprised primarily of new or increased loan facilities to existing borrowers. This growth was not associated with the single family home builder segment as exposure to this segment declined during the quarter. Average total consumer loans decreased $0.2 billion, or 1%, reflecting a $0.4 billion, or 7%, decline in average residential mortgages due to a full quarter’s impact of $473 million of the residential mortgages sold in the prior quarter. Average automobile loans and leases increased 2%, with average home equity loans increasing 1%. We remain very comfortable with our origination strategies in the consumer segments, and are confident that we are continuing to lend to high quality borrowers.

     Average total deposits were $37.8 billion, down $0.2 billion, or 1%, from the prior quarter and reflected:

•

$0.6 billion, or 8%, decrease in average non-core deposits, primarily reflecting a decline in brokered deposits.

Partially offset by:

•

$0.3 billion, or 1%, increase in average total core deposits. The primary driver of the change was growth in higher rate core certificates of deposit, partially offset by a decline in lower rate money market accounts.

     Tables 6 and 7 reflect quarterly average balance sheets and rates earned and paid on interest-earning assets and interest-bearing liabilities.

Table 6 — Consolidated Quarterly Average Balance Sheets

		Average Balances																					Change
Fully taxable equivalent basis		2008												2007									3Q08 vs 3Q07
(in millions)		Third				Second				First				Fourth				Third					Amount				Percent
Assets
Interest bearing deposits in banks		$	321			$	256			$	293			$	324			$	292				$	29				9.9	%
Trading account securities			992				1,243				1,186				1,122				1,149					(157	)			(13.7	)
Federal funds sold and securities purchased under resale agreements			363				566				769				730				557					(194	)			(34.8	)
Loans held for sale			274				501				565				493				419					(145	)			(34.6	)
Investment securities:
Taxable			3,975				3,971				3,774				3,807				3,951					24				0.6
Tax-exempt			712				717				703				689				675					37				5.5
Total investment securities			4,687				4,688				4,477				4,496				4,626					61				1.3
Loans and leases: (1)
Commercial:
Commercial and industrial			13,629				13,631				13,343				13,270				13,036					593				4.5
Commercial real estate:
Construction			2,090				2,038				2,014				1,892				1,815					275				15.2
Commercial			7,726				7,563				7,273				7,161				7,165					561				7.8
Commercial real estate			9,816				9,601				9,287				9,053				8,980					836				9.3
Total commercial			23,445				23,232				22,630				22,323				22,016					1,429				6.5
Consumer:
Automobile loans			3,856				3,636				3,309				3,052				2,931					925				31.6
Automobile leases			768				915				1,090				1,272				1,423					(655	)			(46.0	)
Automobile loans and leases			4,624				4,551				4,399				4,324				4,354					270				6.2
Home equity			7,453				7,365				7,274				7,297				7,468					(15	)			(0.2	)
Residential mortgage			4,812				5,178				5,351				5,437				5,456					(644	)			(11.8	)
Other loans			670				699				713				728				534					136				25.5
Total consumer			17,559				17,793				17,737				17,786				17,812					(253	)			(1.4	)
Total loans and leases			41,004				41,025				40,367				40,109				39,828					1,176				3.0
Allowance for loan and lease losses			(731	)			(654	)			(630	)			(474	)			(475	)				(256	)			(53.9	)
Net loans and leases			40,273				40,371				39,737				39,635				39,353					920				2.3
Total earning assets			47,641				48,279				47,657				47,274				46,871					770				1.6
Cash and due from banks			925				943				1,036				1,098				1,111					(186	)			(16.7	)
Intangible assets			3,441				3,449				3,472				3,440				3,337					104				3.1
All other assets			3,384				3,522				3,350				3,142				3,124					260				8.3
Total Assets		$	54,660			$	55,539			$	54,885			$	54,480			$	53,968				$	692				1.3	%
Liabilities and Shareholders’ Equity
Deposits:
Demand deposits — non-interest bearing		$	5,080			$	5,061			$	5,034			$	5,218			$	5,384				$	(304	)			(5.6	)%
Demand deposits — interest bearing			4,005				4,086				3,934				3,929				3,808					197				5.2
Money market deposits			5,860				6,267				6,753				6,845				6,869					(1,009	)			(14.7	)
Savings and other domestic deposits			4,911				5,047				5,004				5,012				5,127					(216	)			(4.2	)
Core certificates of deposit			11,883				10,950				10,790				10,666				10,451					1,432				13.7
Total core deposits			31,739				31,411				31,515				31,670				31,639					100				0.3
Other domestic deposits of $100,000 or more			1,991				2,145				1,989				1,739				1,584					407				25.7
Brokered deposits and negotiable CDs			3,025				3,361				3,542				3,518				3,728					(703	)			(18.9	)
Deposits in foreign offices			1,048				1,110				885				748				701					347				49.5
Total deposits			37,803				38,027				37,931				37,675				37,652					151				0.4
Short-term borrowings			2,131				2,854				2,772				2,489				2,542					(411	)			(16.2	)
Federal Home Loan Bank advances			3,139				3,412				3,389				3,070				2,553					586				23.0
Subordinated notes and other long-term debt			4,382				3,928				3,814				3,875				3,912					470				12.0
Total interest bearing liabilities			42,375				43,160				42,872				41,891				41,275					1,100				2.7
All other liabilities			884				963				1,104				1,160				1,103					(219	)			(19.9	)
Shareholders’ equity			6,321				6,355				5,875				6,211				6,206					115				1.9
Total Liabilities and Shareholders’ Equity		$	54,660			$	55,539			$	54,885			$	54,480			$	53,968				$	692				1.3	%