UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
     
þ   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
or
     
o   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number 0-2525
Huntington Bancshares Incorporated
(Exact name of registrant as specified in its charter)
     
Maryland   31-0724920
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
41 S. High Street, Columbus, OH
(Address of principal executive offices)
  43287
(Zip Code)
Registrant’s telephone number, including area code (614) 480-8300
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock — Without Par Value
(Title of class)
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act.  þ  Yes  o  No
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  o  Yes  þ  No
     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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ  Yes  o  No
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  þ  Accelerated filer  o  Non-accelerated filer  o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)  o  Yes  þ  No
     The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2005, determined by using a per share closing price of $24.14, as quoted by NASDAQ on that date, was $5,361,409,027. As of January 31, 2006, there were 223,403,135 shares of common stock without par value outstanding.
Documents Incorporated By Reference
     Parts I and II of this Form 10-K incorporates by reference certain information from the registrant’s Annual Report to shareholders for the period ended December 31, 2005.
     Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive Proxy Statement for the 2006 Annual Shareholders’ Meeting.
 
 

HUNTINGTON BANCSHARES INCORPORATED
Explanatory Note
This amendment to Huntington Bancshares Incorporated’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, is made solely to incorporate by reference Part I of the Form 10-K, which was inadvertently omitted from the cover page of the Form 10-K that was originally filed.
As a result of this amendment, the certifications filed as exhibits to the original filing have been re-executed and re-filed as of the date of this amendment. This amendment does not modify or update the previously reported financial statements or other disclosures in, or exhibits to, the original filing, nor does it reflect events after the date of the original filing. Unaffected items have not been repeated in this amendment.
 

Signatures
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of August 2006.
HUNTINGTON BANCSHARES INCORPORATED
(Registrant)
                     
By:
  /s/ Thomas E. Hoaglin           By:   /s/ Donald R. Kimble
 
                   
 
  Thomas E. Hoaglin
Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer)
              Donald R. Kimble
Chief Financial Officer
(Principal Financial Officer)
 
 
              By:   /s/ Thomas P. Reed
 
                   
 
                  Thomas P. Reed
Senior Vice President and Controller
(Principal Accounting Officer)
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 4th day of August 2006.
                     
Raymond J. Biggs *
          David L. Porteous *        
 
                   
Raymond J. Biggs
          David L. Porteous        
Director
          Director        
 
                   
Don M. Casto III *
          Kathleen H. Ransier *        
 
                   
Don M. Casto III
          Kathleen H. Ransier        
Director
          Director        
 
                   
Michael J. Endres *
                   
 
                   
Michael J. Endres
          Robert H. Schottenstein        
Director
          Director        
 
                   
Karen A. Holbrook *
                   
 
                   
Karen A. Holbrook
                   
Director
                   
 
                   
John B. Gerlach, Jr. *
                   
 
                   
John B. Gerlach, Jr.
                   
Director
                   
 
                   
David P. Lauer *
                   
 
                   
David P. Lauer
                   
Director
                   
 
                   
Wm. J. Lhota *
                   
 
                   
Wm. J. Lhota
                   
Director
                   
 
                   
* /s/ Donald R. Kimble
                   
 
                   
Donald R. Kimble
                   
Attorney-in-fact for each of the persons indicated
                   

Exhibit 31.(a).
CERTIFICATION
I, Thomas E. Hoaglin, certify that:
  1.   I have reviewed this Annual Report on Form 10-K/A of Huntington Bancshares Incorporated;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Intentionally omitted;
 
  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:
  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
 
  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
 
  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: August 4, 2006  /s/ Thomas E. Hoaglin    
  Thomas E. Hoaglin   
  Chief Executive Officer   

 

         
Exhibit 31.(b).
CERTIFICATION
I, Donald R. Kimble, certify that:
  1.   I have reviewed this Annual Report on Form 10-K/A of Huntington Bancshares Incorporated;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Intentionally omitted;
 
  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the registrant and have:
  a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
 
  b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
 
  c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: August 4, 2006  /s/ Donald R. Kimble    
  Donald R. Kimble   
  Chief Financial Officer   
 

Exhibit 32.(a).
SECTION 1350 CERTIFICATION
     In connection with the Annual Report of Huntington Bancshares Incorporated (the “Company”) on Form 10-K/A for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Hoaglin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
          (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
          (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
  /s/ Thomas E. Hoaglin    
  Thomas E. Hoaglin   
  Chief Executive Officer   
  August 4, 2006   

         
Exhibit 32.(b).
SECTION 1350 CERTIFICATION
     In connection with the Annual Report of Huntington Bancshares Incorporated (the “Company”) on Form 10-K/A for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Donald R. Kimble, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
          (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
          (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
         
     
  /s/ Donald R. Kimble    
  Donald R. Kimble   
  Chief Financial Officer   
  August 4, 2006