Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-190078

March 9, 2016

Huntington Bancshares Incorporated

3.15% Senior Notes Due March 14, 2021 (the “Notes”)

S UMMARY OF T ERMS D ATED M ARCH  9, 2016

 

Issuer

   Huntington Bancshares Incorporated

Security

   3.15% Senior Notes Due 2021

Note Type

   Senior Notes

Legal Format

  

SEC Registered (Registration Statement

No. 333-190078)

Aggregate Principal Amount Offered

   $1,000,000,000

Minimum Denominations

   $2,000

Minimum Increments

   $1,000

Trade Date

   March 9, 2016

Settlement Date

   March 14, 2016 (T+3)

Maturity Date

   March 14, 2021

Interest Payment Dates

   Each March 14 and September 14, commencing on September 14, 2016

Reference Benchmark

   UST 1.125% Notes, due February 28, 2021

Benchmark Yield

   1.393%

Spread to Benchmark

   T+ 180 basis points

Reoffer Yield

   3.193%

Coupon

   3.150%

Redemption Provision

   The Issuer may redeem the Notes, in whole or in part, on or after February 14, 2021, the date that is one month prior to the maturity date, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon to the redemption date.

Price to Investors

   99.803% of the face amount

Underwriting Discount

   0.350% of the face amount

Listing

   None

Joint Book-Running Managers

  

Goldman, Sachs & Co.

Merrill Lynch, Pierce, Fenner & Smith

                     Incorporated

Morgan Stanley & Co. LLC

The Huntington Investment Company

CUSIP Number

   446150AJ3

ISIN Number

   US446150AJ36


The Issuer has filed a registration statement (File Number 333-190078) (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement related to that registration statement and other documents that the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the Securities and Exchange Commission at www.sec.gov. Copies of the prospectus, preliminary prospectus supplement and any subsequently filed prospectus supplement relating to the offering may be obtained from Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 866-471-2526, facsimile: 212-902-9316, email: prospectus-ny@ny.email.gs.com, Merrill Lynch, Pierce, Fenner & Smith Incorporated, at (800) 294-1322 or dg.prospectus_requests@baml.com and Morgan Stanley & Co. LLC, telephone: 866-718-1649.

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