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View/Download UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERLY PERIOD ENDED June 30, 2004 Commission File Number 0-2525 Huntington Bancshares Incorporated Maryland 31-0724920 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 41 South High Street, Columbus, Ohio 43287 Registrant's telephone number (614) 480-8300 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No There were 229,685,385 shares of Registrant's without par value common stock outstanding on July 31, 2004. 1 Huntington Bancshares Incorporated INDEX Part I. Financial Information Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets at June 30, 2004, December 31, 2003, and June 30, 2003 3 Condensed Consolidated Statements of Income for the three and six months ended June 30, 2004 and 4 2003 Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 5 30, 2004 and 2003 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 6 Notes to Unaudited Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3. Quantitative and Qualitative Disclosures about Market Risk 74 Item 4. Controls and Procedures 74 Part II. Other Information Item 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 75 Item 4. Submission of Matters to a Vote of Shareholders 75 Item 6. Exhibits and Reports on Form 8-K 76 Signatures 77 2 Part 1. Financial Information Item 1. Financial Statements Huntington Bancshares Incorporated Condensed Consolidated Balance Sheets June 30, December 31, June 30, (in thousands, except number of shares) 2004 2003 2003 (Unaudited) (Unaudited) Assets Cash and due from banks $ 1,162,995 $ 899,689 $ 1,153,108 Federal funds sold and securities purchased under resale agreements 193,772 96,814 74,473 Interest bearing deposits in banks 24,009 33,627 44,906 Trading account securities 20,577 7,589 19,426 Loans held for sale 314,262 226,729 713,722 Securities available for sale - at fair value 4,988,270 4,925,232 3,702,761 Investment securities held to maturity - fair value $3,224; $3,937 and $6,780, respectively 3,169 3,828 6,593 Loans and leases 21,775,669 21,075,118 19,059,533 Allowance for loan and lease losses (286,935) (299,732) (307,667) Net loans and leases 21,488,734 20,775,386 18,751,866 Operating lease assets 888,612 1,260,440 1,672,608 Bank owned life insurance 944,892 927,671 906,823 Premises and equipment 354,534 349,712 332,916 Goodwill and other intangible assets 216,215 217,009 218,080 Customers' acceptance liability 6,613 9,553 8,372 Accrued income and other assets 814,552 786,047 731,559 Total Assets$ 31,421,206 $ 30,519,326 $ 28,337,213 Liabilities Deposits $ 19,465,146 $ 18,487,395 $ 18,371,359 Short-term borrowings 1,130,830 1,452,304 918,771 Federal Home Loan Bank advances 1,270,455 1,273,000 1,273,000 Other long-term debt 4,557,373 4,544,509 3,508,397 Subordinated notes 1,011,506 990,470 496,666 Company obligated mandatorily redeemable preferred capital securities of subsidiary trusts holding solely junior subordinated debentures of the parent company --- --- 300,000 Allowance for unfunded loan commitments and letters of credit 31,193 35,522 33,280 Bank acceptances outstanding 6,613 9,553 8,372 Accrued expenses and other liabilities 1,561,721 1,451,571 1,225,169 Total Liabilities 29,034,837 28,244,324 26,135,014 Shareholders' Equity Preferred stock - authorized 6,617,808 shares; none outstanding --- --- --- Common stock - without par value; authorized 500,000,000 shares; issued 257,866,255 shares; outstanding 229,475,821; 229,008,088 and 228,660,038 shares, respectively 2,482,069 2,483,542 2,483,105 Less 28,390,434; 28,858,167 and 29,206,217 treasury shares, respectively (539,852) (548,576) (555,176) Accumulated other comprehensive income (loss) (27,204) 2,678 40,817 Retained earnings 471,356 337,358 233,453 Total Shareholders' Equity 2,386,369 2,275,002 2,202,199 Total Liabilities and Shareholders' Equity$ 31,421,206 $ 30,519,326 $ 28,337,213 See notes to unaudited condensed consolidated financial statements 3 Huntington Bancshares Incorporated Condensed Consolidated Statements of Income (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (in thousands, except per share amounts) 2004 2003 2004 2003 Interest and fee income Loans and leases Taxable $ 268,409 $ 265,694 $ 538,771 $ 535,939 Taxable-exempt 444 675 950 1,409 Securities Taxable 43,926 37,014 88,072 74,139 Taxable-exempt 7,247 5,019 14,760 9,972 Other 4,141 8,923 7,545 15,880 Total Interest Income 324,167 317,325 650,098 637,339 Interest expenses Deposits 59,372 76,383 118,998 156,093 Short-term borrowings 2,789 4,313 6,102 9,872 Federal Home Loan Bank advances 8,098 5,634 16,139 11,219 Subordinated notes and other long-term debt including preferred capital securities 31,345 28,554 63,611 55,955 Total Interest Expense 101,604 114,884 204,850 233,139 Net Interest Income 222,563 202,441 445,248 404,200 Provision for credit losses 5,027 49,193 30,623 86,037 Net Interest Income After Provision for Credit Losses 217,536 153,248 414,625 318,163 Operating lease income 78,706 128,574 167,573 266,767 Service charges on deposit accounts 43,596 40,914 85,433 80,783 Trust services 16,708 15,580 33,031 30,491 Brokerage and insurance income 13,523 14,196 28,720 29,693 Mortgage banking 23,322 7,185 19,026 18,310 Bank owned life insurance income 11,309 11,043 21,794 22,180 Gain on sales of automobile loans 4,890 13,496 13,894 23,751 Other service charges and fees 10,645 11,372 20,158 21,710 Securities gains (losses) (9,230) 6,887 5,860 8,085 Other 24,659 27,704 50,278 48,105 Total Non-Interest Income 218,128 276,951 445,767 549,875 Personnel costs 119,715 105,242 241,339 218,331 Operating lease expense 62,563 102,939 133,273 214,527 Outside data processing and other services 17,563 16,104 36,025 32,683 Equipment 16,228 16,341 32,314 32,753 Net occupancy 16,258 15,377 33,021 31,986 Professional services 7,836 9,872 15,135 19,157 Marketing 8,069 8,454 15,908 15,080 Telecommunications 4,638 5,394 9,832 11,095 Printing and supplies 3,098 2,253 6,114 5,934 Amortization of intangibles 204 204 408 408 Restructuring reserve releases --- (5,315) --- (6,315) Other 25,981 20,168 44,438 36,873 Total Non-Interest Expense 282,153 297,033 567,807 612,512 Income Before Income Taxes 153,511 133,166 292,585 255,526 Provision for income taxes 43,384 36,676 78,285 67,306 Net Income$ 110,127 $ 96,490 $ 214,300 $ 188,220 Average Common Shares: Basic 229,429 228,633 229,328 229,987 Diluted 232,659 230,572 232,787 231,684 Per Common Share: Net Income - Basic $0.48 $0.42 $0.93 $0.82 Net Income - Diluted 0.47 0.42 0.92 0.81 Cash Dividends Declared 0.175 0.16 0.35 0.32 See notes to unaudited condensed consolidated financial statements 4 Huntington Bancshares Incorporated Consolidated Statements of Changes in Shareholders' Equity Accumulated Other Common Stock Treasury Shares Comprehensive Retained (in thousands) Shares Amount Shares Amount Income Earnings Total Six Months Ended June 30, 2003 (Unaudited ): Balance, beginning of period 257,866$ 2,484,421 (24,987)$ (475,399) $ 62,300 $ 118,471 $ 2,189,793 Comprehensive Income: Net income 188,220 188,220 Unrealized net holding losses on securities available for sale arising during the period, net of reclassification adjustment for net gains included in net income (4,391) (4,391) Unrealized losses on derivative instruments used in cash flow hedging relationships (17,092) (17,092) Total comprehensive income 166,737 Cash dividends declared ($0.32 per share) (73,238) (73,238) Stock options exercised (1,316) 118 1,902 586 Treasury shares purchased (4,300) (81,061) (81,061) Other (37) (618) (618) Balance, end of period (Unaudited ) 257,866 $ 2,483,105 (29,206) $ (555,176) $ 40,817 $ 233,453 $ 2,202,199 Six Months Ended June 30, 2004 (Unaudited ): Balance, beginning of period 257,866$ 2,483,542 (28,858)$ (548,576) $ 2,678 $ 337,358 $ 2,275,002 Comprehensive Income: Net income 214,300 214,300 Unrealized net holding losses on securities available for sale arising during the period, net of reclassification adjustment for net gains included in net income (52,165) (52,165) Unrealized gains on derivative instruments used in cash flow hedging relationships 22,283 22,283 Total comprehensive income 184,418 Cash dividends declared ($0.35 per share) (80,302) (80,302) Stock options exercised (951) 442 8,467 7,516 Other (522) 26 257 (265) Balance, end of period (Unaudited ) 257,866 $ 2,482,069 (28,390) $ (539,852) $ (27,204) $ 471,356 $ 2,386,369 See notes to unaudited condensed consolidated financial statements.
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