Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-212820
August 4, 2016
Final Term Sheet
Huntington Bancshares Incorporated
2.300% Senior Notes Due January 14, 2022 (the “Notes”)
SUMMARYOF TERMS DATED AUGUST 4, 2016
| Issuer | Huntington Bancshares Incorporated | |
| Security | 2.300% Senior Notes Due 2022 | |
| Note Type | Senior Notes | |
| Legal Format | SEC Registered (Registration Statement No. 333-212820) | |
| Aggregate Principal Amount Offered | $1,000,000,000 | |
| Minimum Denominations | $2,000 | |
| Minimum Increments | $1,000 | |
| Trade Date | August 4, 2016 | |
| Settlement Date | August 9, 2016 (T+3) | |
| Maturity Date | January 14, 2022 | |
| Interest Payment Dates | Each January 14 and July 14, commencing on January 14, 2017 | |
| Reference Benchmark | UST 1.125% Notes, due July 31, 2021 | |
| Benchmark Yield | 1.030% | |
| Spread to Benchmark | T+130 basis points | |
| Reoffer Yield | 2.330% | |
| Coupon | 2.300% | |
| Redemption Provision | The Issuer may redeem the Notes, in whole or in part, on or after December 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 | 99.849% of the face amount | |
| Underwriting Discount | 0.350% of the face amount | |
| Listing | None | |
| Joint Book-Running Managers | Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. The Huntington Investment Company | |
| Co-Managers | Keefe, Bruyette & Woods, Inc. Sandler O’Neill & Partners, L.P. | |
| CUSIP Number | 446150 AK0 | |
| ISIN Number | US446150AK09 | |
The Issuer has filed a registration statement (File Number 333-212820) (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, Credit Suisse Securities (USA) LLC, Attn: LCD-IBCM, Eleven Madison Avenue New York, NY 10010, telephone: 1-800-221-1037 and Deutsche Bank Securities Inc., Attn: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, telephone: 800-503-4611, e-mail: prospectus.CPDG@db.com.
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