Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-212820
May 8, 2018
Huntington Bancshares Incorporated
4.00% Senior Notes Due May 15, 2025 (the “Notes”)
SUMMARYOF TERMS DATED MAY 8, 2018
| Issuer | Huntington Bancshares Incorporated | |
| Security | 4.00% Senior Notes Due 2025 | |
| Note Type | Senior Notes | |
| Legal Format | SEC Registered (Registration Statement No. 333-212820) | |
| Aggregate Principal Amount Offered | $500,000,000 | |
| Minimum Denominations | $2,000 | |
| Minimum Increments | $1,000 | |
| Trade Date | May 8, 2018 | |
| Settlement Date | May 15, 2018 (T+5) | |
| Maturity Date | May 15, 2025 | |
| Interest Payment Dates | Each May 15 and November 15, commencing on November 15, 2018 | |
| Reference Benchmark | UST 2.875% Notes, due April 30, 2025 | |
| Benchmark Yield | 2.927% | |
| Spread to Benchmark | T+ 112.5 basis points | |
| Reoffer Yield | 4.052% | |
| Coupon | 4.000% | |
| Redemption Provision | The Issuer may redeem the Notes, in whole or in part, on or after April 15, 2025, 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 | 99.686% of the face amount | |
| Underwriting Discount | 0.450% of the face amount | |
| Concurrent Offering | The Huntington National Bank has priced $750,000,000 of 3.25% Senior Notes to be issued on May 15, 2018. | |
| Listing | None | |
| Joint Book-Running Managers | Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC RBC Capital Markets, LLC The Huntington Investment Company |
| Co-Managers | Deutsche Bank Securities Inc. MUFG Securities Americas Inc. Sandler O’Neill & Partners, L.P. | |
| CUSIP Number | 446150 AM6 | |
| ISIN Number | US446150AM64 |
The Issuer has filed a registration statement (File Number333-212820) (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 Morgan Stanley & Co. LLC, telephone:866-718-1649, Goldman Sachs & Co. LLC, 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 and RBC Capital Markets, LLC, telephone:866-375-6829, email: rbcnyfixedincomeprospectus@rbccm.com.
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