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Huntington Bancshares Inc. (NASDAQ:HBAN)

Q3 2007 Earnings Call

October 18, 2007 1:00 pm ET

Executives

Jay Gould - Director of Investor Relations

Tom Hoaglin - Chairman and Chief Executive Officer

Marty Adams - President and Chief Operating Officer

Don Kimble - Executive Vice President and Chief FinancialOfficer

Tim Barber - Senior Vice President of Credit RiskManagement.

Analysts

Scott Siefers - Sandler O’Neill

Heather Wolf - Merrill Lynch

Andrea Jao - Lehman Brothers

Andrew Marquardt - Fox-Pitt, Kelton

Mike Holton - T. Rowe Price

Fred Cummings - Key Banc Capital Markets / McDonald

Operator

Good afternoon everyone. My name is Kenya and Iwill be your operator later today. At this time, I would like to welcomeeveryone to the Huntingtonthird quarter earnings quarter call. (Operator instructions) After thespeaker’s remarks, there will be a question and answer session. Thank you Mr.Gould, you may begin your conference.

Jay Gould

Thank you Kenyaand welcome everybody. I am Jay Gould, Director of Investor Relations for Huntington. Copies of theslides we will be reviewing can be found on our website, huntinton.com. Thiscall is being recorded and will available as a re-broadcast starting about anhour from the close of the call. Please call the investor relations departmentat 614-480-5676 for more information on how to access these recordings orplaybacks, or should you have difficulty getting a copy of the slides.

Slide two notes several aspects of basis of today’spresentation, I encourage you to read this. But let me point out a couple ofkey disclosures. This presentation contains both GAAP and non-GAAP financialmeasures, and where we believe it’s helpful to understanding Huntington’s results of operations orfinancial position. Where non-GAAP financial measures are used, the comparableGAAP financial measure as well as the reconciliation to the comparable GAAPfinancial measure can be found in the slide presentation in it’s appendix inthe press release and the quarterly financial reviews supplementing today’spress release or the 8-K filed with the SEC earlier today, all of which can befound on our website.

Further, we relate certain significant one-time revenue andexpense items on an after tax per share basis. Also, some of the performance datawe will review are shown on an annualized basis and in the discussion of thatinterest income, we do this on a fully taxable equivalent basis.

Slide three reviews additional aspects of the basis oftoday’s presentation and discussion. This includes how we will talk about theimpact of the Sky financial acquisition on our performance. You will recall,this acquisition closed on July 1, 2007. As such, impacted results for the fullquarter. Since Sky was about half the size of Huntington, this has resulted in significantchanges on an absolute basis for balance sheet income statement and other itemscompared with prior periods.

It also impacted performance measures on a relative basis.Therefore, to help you better understand underlying performance into thequarter, we’ve tried to estimate the acquisition’s impact on reported results.The methodology we’ve used is described in the basis of presentation discussionat the end of our earning’s press release.

Importantly, in our discussion today, comparing post mergerperiod results to pre merger periods, we will use the following terms. Mergerrelated refers to amounts and percentage changes, representing the impactattributable to the merger. Merger cost represent expenses primarily associatedwith merger integration activities. Non-merger related refers to performancenot attributable to the merger, and includes merger efficiencies, which are theexpense reductions realized as a result of the merger. Many of you are familiarwith the remaining items, and there usage shown here, but for those of you whoare not, we’ve provided definitions and rational on this slide.

Today’s discussion, turning to slide four, including Q &A, may contain forward-looking statements. Such statements are based oninformation, and assumptions available at this time, and are subject to change,risk and uncertainties, which may cause actual results that differ materially.We assume no obligation to update such statements. For a complete discussion ofrisk and uncertainties, please refer to this slide, and material filed with theSEC including our most recent form 10-K, 10-Q and AK filings.

Now, turning to today’s presentation. As noted on slidefive, participating today are Tom Hoaglin, Chairman and Chief ExecutiveOfficer; Marty Adams, president and Chief Operating Officer; Don Kimble,Executive Vice President and Chief Financial Officer; and Tim Barber, SeniorVice President of credit risk management. Let’s get started, to you Tom.

Tom Hoaglin

Thank you Jay, and welcome everyone. Turning to slide six,I’ll begin with a general overview of the quarter’s highlights. Tom will thenreview the quarter’s financial performance in some detail. And I’ll concludewith comments on our outlook for the 2007 fourth quarter. Marty and Tim will beavailable during the Q &A period.

Turning to slide seven. In sum, we were pleased with thequarter. Reported earnings were $0.38 per share, and included $0.06 per sharemerger cost and $0.03 per share market related losses. At least $0.02 of whichwe do not expect will recur. Perhaps the main point I want to make today isthat we have the objective to continue to grow the business in the midst of themerger integration process, and we accomplished it.

As we through the numbers and underlying trends, which arecertainly complicated by the acquisition of Sky Financial, this message shouldbe clear. We saw a nice loan and deposit growth in spite of the intenseactivity associated with the systems conversion of Sky, the training of newassociates, and customer transfers. We achieved annualized non-merger relatedgrowth of 8% for total average commercial loans, and 3% for average consumerloans. The average total deposits increased 6%. Net interest income grew by 2%on a link quarter non-merger related basis.

(inaudible) performance was mixed. There was very goodgrowth in deposit service charges and other service charges, including debitfees. And their non-merger related brokerage and insurance income declined.This primarily represented seasonality in brokerage and property in casuallyinsures areas. Income for trust services, mortgage banking and other income wasdown, with the last two impacted by market related items. Don will detail thislater.

September 22nd was the date of systems conversions, andwe’re very pleased that this could be accomplished in less than 90 daysfollowing the merger close. There were some bumps along the way, but we’ve seena positive customer response overall. For example, we’re getting rave reviewsby former Sky business and retail customers who are now using Huntington’s more robust online bankingcapabilities. Completing this conversion successfully and quickly allowed us torealize more expense saves earlier than we had expected. As a result,non-merger expenses were down $20 million, or $83 million annualized. Itrepresented the realization of 70% of our annualized targeted mergerefficiencies of $115 million. It’s nice to see that our adjusted efficiencyratio is now approaching our targeted 50% to 52% range.

As far as the conversion and integration efforts, we closedand consolidated 88 full and limited service banking offices, closed or havebegun the process of closing 13 back-office processing and call center sites,reduced 828 full time equivalent staff in the quarter in a 6% reduction fromwhere we began the quarter.

With regard to credit, it was a noisy quarter. On one hand,that charge off level of 47 basis points was a few basis points higher than wetargeted a few months ago. But this included $10 million of net charge-offsrelated to the three commercial credits for which we established specificreserves in the second quarter. It’s also accounted for a one basis point dropin our reserve ratio.

Non-merger related MPA’s increased 3%, which given thedifficult environment and what we’ve seen so far from our peers, we woulddescribe as modest. Perhaps we recognize credit issues in the residential realestate sector earlier than some of our peers. Also, in reflecting theconversion to our load systems, which permits fine-tuning of loanclassification, I want to update you on our exposure to the homebuilder sector.At quarter end it was $1.6 billion or about 4% total loans and leases and isabout $300 million less than our pro forma estimate last June.

Finally, I know there’s investor interest in our lendingrelationship with Franklin Credit National Corp. You’ll recall that wediscussed this at length in last quarter’s call. As a reminder, their businessmodel is purchasing so-called scratch and dent mortgage assets to a discountand holding them in portfolio. This model is unlike the originate-to-sellmodel, which has caused issues for others. This has been a long-termrelationship and you need to know that we understand their model, their valueproposition and the caliber of their management team very well.

We also continuously monitor in detail the performance ofthe collateral supporting our loans to Franklin.Yet, since Franklinis a public company and because of client confidentiality, we are unable todisclose this information. We also cannot comment on any aspects of their thirdquarter performance ahead of their filing of their 10-Q. And as a reminder,like any other commercial loan, it’s subject to our standard loan grading andreserving methodology, with any changes reflected in our reported results. Whatwe can say is that we remain comfortable with this relationship and all of ourloans to Franklinare performing and there are no delinquencies.

Now let me turn the presentation over to Don for more details.

Don Kimble

Thanks Tom. Turning to slide nine, our reported net incomeis $138.2 million or $0.38 per common share. These results were negativelyimpacted by two significant items. First, $32.3 million or $0.06 per share offinancial merger costs. Second, $18 million or $0.03 per share of netmarket-related losses consisting of four items. $13.2 million from net securitylosses including $23.3 million of (inaudible) losses related to certaininvestments backed by mortgages. $4.4 million of equity investment losses and$3.6 million negative impact from reevaluation of mortgage servicing rights.

These are partially offset by a $3.2 million gain fromrepayment of debt. Slide 10 provides a quick snapshot of the quartersperformance. As previously noted, recorded earnings were $0.38 per share. Ournet interest margin was 3.52%, up 26 basis points. This level is consistentwith the pro forma combined second quarter of approximately 3.5%. Average totalcommercial loans increased at an 8% annualized non-merger related base.

Average total consumer loans increased at 3% annualizednon-consumer related base, this reflects a growth of our automobile loanscombined with relatively stable balances in both home equity and residentialreal estate loans. Average sold deposits at 6% annualized non-merger relatedgrowth. Much of this growth came in non-core deposits, with balances related tocommercial customer relationships.

We had mixed (inaudible) income performance during thequarter, a service charge income showed big growth, up 5% on a non-mergerrelated basis. In contrast, forage income and other income reflected a negativeimpact of the market-related losses previously discussed.

Tom mentioned earlier, we were very pleased with our expenselevels for the third quarter. Total NIE decreased by $20.4 million or 5% on anon-merger related basis. This level clearly reflected significant progresstoward our charted annualized expense reduction of $115 million related to theacquisition of Sky. Our charge-off ratio of 47 basis points reflected theimpact of $10 million in charge-offs related to the three commercial creditsdiscussed in the second quarter. You’ll recall that these three credits, twocommercial real estate relationships in Southeastern Michigan and one Northern Ohio manufacturing related credit, that is $24.8million in the second quarter.

Excluding these charge-offs, our net charge-off ration forthe quarter would have been 37 basis points. Our period end tangible commonequity ratios declined to 5.42% reflecting the impact of the $2.8 billion intangibles from the acquisition of Sky financial, as well as a $1.5 billiontemporary increase in our assets at quarter end, which negatively impacted ourtangible common equity ratio by 17 basis points.

Slide 11 provides our customer summary of the quarterfinancial metrics. Most of these will be covered in more detail in laterslides. Slide 12 shows that net interest income on a fully taxable equivalentbasis increased $158 million from the prior quarter. This included $152 millionof merger-related net interest income. The remaining non-merger relatedincrease of %6 million reflected the growth in our balance sheet. The righthand side of the slide shows the trend in our net interest margins, whichincreased from 3.26% last quarter to 3.52% this quarter. The 3.52% margin isconsistent with our expectation for relatively stable margin during the quartercompared to a pro forma second quarter level of 3.5%.

Loan and deposit pricing remain relatively stable this pastquarter despite a very competitive market. Slide 15 and the next three slidesthat follow show the trends in our total loans, deposits, income and expenses.To assist with this trend analysis, we have included the current quarter, theprior quarter and last year’s balances on a reported basis. We then back up theportion of the change that is merger related. The merger related balancesinclude the Sky balances, and for expenses it also includes any merger costsincurred in the quarter. We believe the remaining non-merger related change isa better proxy to the relative change that occurred in those balances.

Starting first with loans, looking at the bottom of theslide, total loans for the third quarter were $39.8 billion, up from $26.4billion in the second quarter of 2007. Of this $13.4 billion increase, $12.8billion was merger related. The remaining non-merger related increase of $600million or 6% annualized better reflects the lend quarter growth this pastquarter. Of this $600 million growth, $500 million or 8% annualized related tocommercial loans. The increase in commercial loans is spread across allregions. Six of our 13 regions reported double digit annualized growth and onlyone reported a net decline.

Consumer loans, on a non-merger related basis were up $100million or 3% annualized. While automobile loans continue to increase this pastquarter, despite decreases in automobile leases. Average automobile leasescontinue to shrink as expected giving continued aggressive pricing by(inaudible). On a non-merger related basis, both home equity loans andresidential real estate loans remain fairly stable and continue to reflect thesoftness in the real estate market.

Now turning to slide 14. Positive growth as reflected bynon-merger related change showed similar season trends than what we experiencedin the third quarter of last year. Over 4 positive balances were up slightly or1% on an annualized basis.

Transaction balances show slight link quarter decline. Otherdeposit category trends continue to heavily see migration from saving accountbalances into money market and time deposits. Slide 15 details trends in ourrevenues. Again using the non-merger related change as a proxy for lengthquarter change our total non-interest income decreased $20.2 million from thesecond quarter. This change reflected a $9 million decline in other income inpart due to $4.4 million of equity investment loses in the current quarter and$2.3 million of gains in the second quarter.

$8.3 million of higher security loses including $13.2million of net security losses in the current quarter compared with $5.1million of losses in the second quarter. The current quarter losses include $23million of impairment on certain investment securities back by mortgages. Atthe end of the quarter these bond total $22 million of which $16 million wereconsidered impaired. $5.5 million lower brokerage insurance income as the firsthalf of the year included seasonally higher insurance agency commission income.$3.7 million decline in mortgage banking income reflecting the higher MSRhedging losses in this category for the current quarter as well as the declineof non-merge related production. These decreases were partially offset by the$4 million increase in service charge income on deposits

Slide 16 reviews the non-interest expense trends. This slideclearly reflects the achievement of a significant portion of the targetedexpense savings in the third quarter. Looking at the bottom right-hand cornerof the slide are non-merger related derived in total NIE with $20.4 millionfrom the second quarter. This reflected realization of over 70% of the $115million targeted expense savings. With the consolidation of branches and otherfacilities and with the systems and operation conversions taking place late inthe third quarter we are well on our way to achieving the expense efficiencytarget. We would expect the achievement of most of the remaining targeted costssavings to be realized in the fourth quarter.

Starting with personnel costs our non-merger relateddecrease was $8.4 million from the second quarter. This included the impact ofthe reduction of over 800 full time equivalent staff during the quarter. Thereduction in other expense of $3.8 million and occupancy of $3.6 million alsoreflect the benefits of our merger efficiencies. Our $3.6 million reduction inmarketing reflects the merger efficiencies as well as the impact of the timingof our advertising campaign.

Slide 17 shows the trend of in our reported efficiency ratioon the top line. It also shows our efficiency ratio trend after adjusting foritems affecting comparability including merger costs. You will find a completereconciliation between the reported and the adjusted amounts in slide 75 in theappendix. Our reported efficiency ratio decreased slightly in the secondquarter to 57.7%. On an adjusted basis the efficiency ratio decreaseddramatically to 53.2%. This again reflects the impact the cost reductionsachieve from the acquisition.

Upon full realization of our targeted savings we should bewithin our long-term targeted range of 50%-52%

Slide 18 details capitol trends. At the end of the quarterour tangible equity asset ratio was 5.42% well below our targeted range of 6 to6 and a quarter. The decline in this ratio reflects the impact of the $2.8billion in intangibles reported with the Sky acquisition. It also reflected atemporary $1.5 billion increase in other assets which cleared in October. Thistemporary increase reduced our tangible capital ratio by 17 basis points. Weshould expect our tangible capital ratio to be back in our targeted range bythe middle of 2008. We did not repurchase any common shares in the currentquarter and would not expect any significant share repurchases until ourcapital levels return to our targeted range.

Slide 19 provides a high level review of some key creditquality performance trends.

First as Tom noted our MTA ratio increased to 1.08% but moreon that in a moment.

Our next charge off ratio was 47 basis points and included$10 million or 10 basis points related to the three commercial credits noted inthe last quarter’s call.

These 3 credits resulted in a total provision of $24.8 million in the second quarter.Adjusting for this $10 million provision expense exceeded net charge offs by $5million. Consumer charge off increased at 67 basis points this quarter up from41 basis points in the prior quarter. Increase in charge off for all consumercategories were seen throughout this quarter reflecting some seasonal trendalso reflecting the impact at Sky and the continued pressures on the realestate markets in general but in particular the south eastern Michigan and thenorthern Ohio markets.

Our expectations for consistent level excuse me areexpectations are for consistent level of consumer charge off for the nextseveral quarters.

Our 90 days plus delinquency levels increase slightly fromthe prior quarters. Some of this increase might be attributed to the timing ofour integration efforts during the quarter.

Our allowance for loan or lease losses remain fairlyconsistent with the June 30th levels of 1.15% of loans again more on thislater.

The non-performing loan and non-performing asset coverageratio will be reviewed in greater detail in subsequent slides.

In sum while there were some changes in selected creditquality ratios our overall credit quality trend were consistent with the secondquarter levels and expectations.

We will talk about the other items in the following slidesbut first some comments on the non-performing asset trend.

Slide 20 illustrates the trend of non-performing assets,which increase $174 million. However, this increase is primarily driven by themerger and the decision to classify impaired investment security asNPA.Excluding these impacts NPA’s increase $13 million, a 3% increase from theend of last quarter.The table on the right provides the details.

First the Sky acquisition accounted for $144.5 million ofthe increase and came in free form. $100.5 million represented NTL’s classified as loan sell per sale andrepresent the impaired loans from Sky that have been identified for sale. Weare in the process of actually marking these loans and would expect asignificant portion of them to be sold by year-end.

$32.7 million represent acquired non-performing loans thatremain characterized as NTL’s and $11.3 of OREO. The second piece represented$16.3 mil of impaired investment security. These non-accruing investmentsecurities represent the remaining balance of the investment securities thathave been identified as impaired. Any future cash statements either interest orprint form will reduce the remaining balances.

The third and the last piece was the $13 million increase ofnon-merger related NPL and OREO.

Slide 21 shows the trend of our net charge off ratios byloan category. Total commercial charge off for $17.3 million or 31 basis pointswhich included the $10 million in charge offs on the three credits mentioned inthe second quarter call.

After these charge offs are middle market C9 and commercialreal estate charge offs would have been below our long term targeted ranges.Oursmall business related charge offs also continue to be below our expectedlevel. Our total consumer charge offs increased from the previous quarterlevels.

Our auto loan /lease charge offs of 73 basis points return amore expected ranges up from previous historical low rates. The home equity andresidential real estate charge off increased from 43 and 16 basis points to 50and 32 basis points respectively.

These increases reflect the continued real estate marketweakness particularly in the Southeastern Michigan and Northern Ohio.

The graph on the left hand of slide 22 shows the trend inour allowance for loan and lease losses. At quarter end the allowance for loanand lease losses was $455 million up $147 million from the end of the priorquarter. This increase included $157 mil addition to the allowance from Skyless the $10 million of charge offs on three the commercial credit against thereserves established for them in the second quarter.

The chart on the right hand side of the slide shows a trendin our ALLL component. The transaction portion of the allowance is a determinedon a loan-by-loan basis and provides a very transparent picture of theunderlying credit quality of the portfolio.

Economic reserve component is determined based on a trendfor economic indicators.

The quarter end levels of each of the two components thetransaction reserve and the economic reserve as a percent of the loan are veryconsistent with the pro forma June 30th levels of the combined company but nomeans will change incur throughout the quarter.

On slide 23 the allowance for unfunded loans commitment wasshown separately from the total allowance for loan and lease losses. You willrecall we report the allowance for unfunded loan commitments separately as aliability. However both reserves are available to cover credit loss and foranalytical purposes we add these two together in a total allowance for creditlosses amount

The third slide item on the slide. The first set of ratios compares the reportedallowance for loan and lease losses to the period in loans and leases NPA andNPL. On this basis our period end loanoffer (inaudible) ratios as noted, the core was 1.14% down one basis point andour NPA and NPL covered ratios were 105% and 182% respectively.

The second set of ratios compares the combined allowance forcredit losses or ACL to the period end loans and leases to NPA’s andNPL’s. On this basis, our period endreserve ratio was 1.28% down two basis points with NPA and NPL coverage ratiosof 118% and 206% respectively.

Looking at changes in coverage ratios in the loan lossreserve ratios and concluding that the credit has deteriorated or improved orthat the reserves have been weakened or strengthened in our view is toosimplistic. This does not take intoaccount the quality of the NPA. This isparticularly true given the two new additions of NPA categories thisquarter. Keep in mind that the $100million of NPA’s represented by loan sell for sale as well as $16 million ofNPA’s represented by impaired investment securities have already been writtendown to their lower cost or market values.

Further, a significant portion of the loans sell for saleare expected to be sold in the fourth quarter. And with all future payments onthe impaired investment securities being applied to principle we expect thesebalances to also decline in the fourth quarter. Yet these balances were excluded from our NPA balances our allowance forloan losses as a percentage of NPA’s would increase to 143% and our allowancefor credit losses with percent of NPA’s would increase to 161%. With thisbackdrop, I turn the presentation back over to Tom who will provide comments onour 2007 fourth quarter outlook.

Tom Hoaglin

Thanks Don. Turning to slide 24. As you know, when earnings guidance is givenit is our practice to do so on a GAAP basis unless otherwise noted. Such guidance includes the expected resultsof all significant forecasted activities. However guidance typically excludes selected items where the timing andfinancial impact is uncertain until the impact can be reasonably forecast andit excludes any unusual onetime items as well.

Wallets are practiced to provide annual EPS guidance rangewhen it comes to the last quarter of the year this discussion really boils downto fourth quarter discussion as noted here. We’ll discuss our 2008 outlook in our January earnings call, in which wewill include $0.09 of earning secretions from merger deficiencies asexpected.

We’re targeting 2007 fourth quarter earnings of $0.45 to$0.47 per share excluding merger costs. We anticipate that the economic environment will continue to benegatively impacted by weakness in residential real estate markets andstruggles in the automotive manufacturing and suppliers sector. It continues tobe our expectation that any impacts will be greatest in their SE Michigan or Northern Ohio markets. And however interest rates maychange we expect to maintain our customary relatively neutral interest raterisk position.

Given this backdrop, here are our outlook comments, which onbalance have not changed much since last quarter. Revenue growth in the low to mid single digitrange. This is expected to reflect adead interest margin that is relatively stable compared to the third quarter’s3.52%. Annualized average total loan growth in the mid single digit range withcommercial in the mid to upper single digit range total consumer loans beingrelatively flat reflecting continued softness in residential mortgages and homeequity loan growth.

Poor deposit growthin the low to mid single digit range. Non-interest expense growth in the mid tohigher single digit range. Non-interest incoming growth in the mid to higher singledigit range. Non-interest expense isexpected to be flat to down from the third quarter.

Please note this growth rate excludes any negative impactfrom merger costs but does include the benefit of additional expenseefficiencies.

Merger costs for the fourth quarter are expected to be $15million to $25 million. Annualizedexpense efficiencies remain targeted at 115 million with most of the remainingannualized benefit expected to be achieved in the fourth quarter. Regardingcredit quality performance we anticipate a fourth quarter net charge off ratiothat will approximate the third quarter performance at forty seven basis pointsplus or minus.

Non-performing loans on an absolute relative basis areexpected to increase modestly. Incontrast not performing assets on an absolute and relative basis are expectedto decline as related loans held for sale are sold.

The one loss reserve ratio will increase modestly, also forSeptember 30 level of 1.14 percent. In addition we are assuming no significantmarket rate related losses and no share reverses activity. All of this resultsin a targeted reporting APS for the 2007 4th quarter earnings of $0.40 to $0.47 per share excluding anyadditional merger costs. This completes our prepared remarks. Marty, Don, TimBarber, Jay and I will be happy to take your questions. We will now turn themeeting back over to the operator who will provide instructions for conductingthe question and answer period. Operator.

Question-and-AnswerSession

Operator

(Operator Instructions) The question comes from the line ofScott Siefers.

Scott Siefers -Sandler O’Neill

Good afternoon guys, I just had a couple of questions. Tom Ithink at towards the beginning of your comments when you were kind of goingthrough the unusual items and then there the $0.03 of the market-to-marketissues in this quarter, I think you said two of those cents aren’t likely tooccur. I was just curious what you meant by that? In other words do you guys have something inthere that is likely to kind of come back again?

Tom Hoaglin

We really have no clearer picture quarter to quarter forwhat the MSR impact is going to be. This past quarter Scott it was larger thanit has been in the past we hoped that would be the case but we’re not predictingwhether it will or it won’t, obviously depends a lot on market volatility. Wedon’t expect to incur the same kind of right downs on securities that we didthis past quarter and so that comprises the bulk. Nor do we expect to have the(inaudible) negative market to market actually we had to take hedge fundinvestments so that’s really what I’m referring to.

Scott Siefers -Sandler O’Neill

Okay thanks and then, I guess the next question would be forTim, I was hoping you could just kind of go through the way you’re thinkingabout the reserve and specifically what I was looking at was the economicreserve. And I guess I was just a little surprised to see it decline as apercent of loans just given kind of what’s gone on in the last quarter or soyou know it’s potentially increased risk over (inaudible), etc… How are youguys thinking about that piece of the reserve? What would it take for you tohave to boost that piece up, etc…?

Donald R. Kimble

This is Don, I’ll go ahead and take a crack at this and Timcan jump in and correct me if I lead too far astray. Essentially the ratiothere for the economic reserve is very consistent for what we would appear on aperformance base as of June 30th. Essentially, Sky had an unallocated reserveand essentially that becomes the economic reserve so what you’re looking at ischanges in that relative balance based on relative changes in those foureconomic indicators. The net contribution of all four of those indicators wasrelatively stable this past quarter and there wasn’t a huge change. Do you haveanything else on that?

Tim Barber

I think that’s exactly correct.

Tom Hoaglin

So, I think. This is Tom, Scott. So, I think that componentof the reserve is as it always has been subject to change from this pointforward as the economic indicators we rely on which (inaudible).

Scott Siefers -Sandler O’Neill

Okay. Sounds good thank you.

Operator

(Operator Instructions) We have on the line is Andrea Jao

Andrea Jao - LehmanBrothers

Hello. Good Afternoon. Hello. I have a question for Tim. I was hope -- I know thatyou monitor you know the migration of credit markets of your commercialreal-estate portfolios.

Tim Barber

Sure Andrea. The, uh, obviously we don’t have a lot ofhistory, as much history on the Sky portfolios as talking about for individualquarters right now. It’s pretty difficult. We have seen a general slow down inthe migration into the criticized classified area compared to a couple quartersago. Nothing really pops out dramatically one way or another at this point.We’re pretty pleased with some of the part… components of single-familybuilders as Tom mentioned the NPA ratio on that remained relatively constant.We haven’t seen a lot of improvements since our last deep dive or scrub of thatportfolio.

Andrea Jao - LehmanBrothers

That sounds good actually. How about on changing gears, howabout on home equity are you seeing any impact of elevated foreclosures in thatportfolio?

Tim Barber

Most of what we’ve seen in the home equity and residentialworld has been what I’d call market related or the loss given to fault. Westill feel pretty good about the migration into the default category as beingrelatively consistent. It’s more a matter of the losses given to (inaudible) atthis point and again that’s something we spend a great deal of time on andreally track on a month to month basis, talk about it quarterly.

Tom Hoaglin

Tim, this is Tom. I think your point of view historicallyhas been. You better be right about the people to whom you’re lending becausewhen you get to a default, the default is going to be the loss is going to besevere. So, that’s our concentration over the last few years, which has beentoward increasing the quality of the borrower to whom we’re lending. That’s alittle bit reflective at our decision a couple years ago or so to back way downon our reliance on brokered originations, you want to comment further on that.

Tim Barber

Yeah, I think that’s exactly correct. We’ve had thatconversation in the past, we spend a great deal of time on the borrower thathas I think borne some fruit in this market as the real-estate values continueto decline we’re assuming that continued 1 to 2% decline overall in valuesacross our market at least through the course of 2008 and we will continue tofocus on the borrower in our underwriting decisions.

Andrea Jao - LehmanBrothers

Great that helps, thank you very much.

Operator

Our next question comes from the line of Heather Wolf.

Jay Gould

Hi Heather

Heather Wolf -Merrill Lynch

I noticed you guys had a bit of a pick-up in the (inaudible)the auto book. I’m wondering if you could give us some color on your outlookthere?

Tim Barber

Sure Heather, we have been over past over the course of thepast 4 quarters or so at what I call historically low levels and we talkedabout that over the course of those calls. We have anticipated a generalincrease back up to the ranges that we’ve laid out as our long-term goals andthis quarter, this quarter saw that move. I don’t think we’re going to see orwe will not see similar increases over the course of coming quarters, butprobably reasonably stable with our third quarter results.

Tom Hoaglin

Tim I think that we often see an increase in the thirdquarter (inaudible) over the second.

Tim Barber

There are some clearly some (inaudible) of this associatedwith third and fourth quarter over second quarter from a comparison standpointand as we talked about or Tom mentioned that portfolio and that includes the Skypiece so there was some impact from that as well.

Heather Wolf -Merrill Lynch

Okay and just to refresh your memories, what do you view asnormalized for the auto-book?

Tim Barber

Auto (inaudible) 65-75 and leases in the 60-pointrange.

Unidentified CompanyRepresentative

50 to 60, if you look at slide 129 Heather you see that thesummary of all the log categories.

Heather Wolf -Merrill Lynch

Got it, got it thank you and then just one question on themargin. I don’t know if this was in the packet anywhere but can you tell uswhat your core margin did at the side merger?

Unidentified CompanyRepresentative

I said our core margin was very stable, that we hadpredicted, we had shown margins in the second quarter at 350 range, we’re at352. I say core margin may have been down a basis point or two just because ofsome of the higher national market funding costs that not much impact overall.

Heather Wolf -Merrill Lynch

Okay and do you expect any core improvement from that(inaudible)?

Unidentified Company Representative

We are positioned by the interest rate neutrals we couldpossibly be right now so I don’t see any potential lift or harm from thatmovement or lack of movements going forward.

Tom Hoaglin

We’ve always thought Heather that the greater risk oropportunity for us comes from the competitive environment in our localmarkets…what national rates do.

Heather Wolf -Merrill Lynch

Got it. Great thanks so much.

Operator

Our next question comes from the line of Andrew Marquardt.

Jay Gould

Hi Andrew. Andrew? Operator?

Andrew Marquardt -Fox-Pitt, Kelton

Hi, can you guys here me?

Jay Gould

Oh Yeah, there we go.

Andrew Marquardt -Fox-Pitt, Kelton

Okay. Thanks. Can youguys just review again Franklincredit, I appreciate the comments in the beginning, but can you flesh that outa little bit in terms of your view with regard to still being committed toreducing that relationship on an absolute and relative basis. Is there anycolor you can help provide if any with regard to the if that’s grown thisquarter if not do you have to change your amounts of reserves against it thisquarter? Thanks.

Marty Adams

Hi this is Marty Adams, Tim and I will take the question wehave continued to consider to refinancing in the quarter and have done some forFranklin credit, we are also continuing to becommitted to reducing the overall level of exposure to Franklin credit so it’s just consistent withwhat we’ve told you in the past. Tim do you have anything to add to that?

Tim Barber

I guess on the reserve question we did add a slight amountto the reserve as we applied our normal reserve methodology via the commercialgrading system to the portfolio from where it was as of June 30th on the Skybooks.

Andrew Marquardt -Fox-Pitt, Kelton

Okay, is it possible to quantify to find how many reservesare allocated to this (inaudible).

Tom Hoaglin

Andrew, this is Tom. I would say that we apply reserves toall of our loan relationships (inaudible) don’t feel we should discuss whatkind of reserves are established for any of our customers.

Andrew Marquardt -Fox-Pitt, Kelton

Okay. Thanks. Separately, with regards to new charges afterthe fourth quarter were 47 basis points that’s still above your normalizedrange of 35 to 45 basis points. When do you think one should get back to inthat range or should we expect at that kind of at the top end should hold for awhile, not given the environment, beyond, into 2008.

Donald R. Kimble

Andrew this is Don and we’ll be providing guidance for 2008in January. I’d say our charge-offs were higher than last quarter because ofthe commercial cut-off we saw from the last three credits, but also because theconsumer charge increased. We did say we expect consumer charge fee off thesystem with the current level for the next couple of quarters.

Unidentified CompanyRepresentative

Don I think we’d be better to provide guidance in Januarywhen the overall charge operates.

Andrew Marquardt -Fox-Pitt, Kelton

Okay Great. Thank you.

Jay Gould

Thanks, Andrew.

Operator

Our next question comes from the line of Fred Cummings

Jay Gould

Fred?

Fred Cummings

Hey Jay

Jay Gould

Fred.

Fred Cummings - KeyBanc Capital Markets / McDonald

Actually, most of my questions have been answered, but I didhave one and I don’t think anyone’s asked about the any deposit attrition inwhat you were planning for and how things have gone it’s still pretty early onthat front and then even more importantly the, your ability to retain keyproduction of a personnel?

Marty Adams

Hey, Fred, this is Marty Adams and again it’s nice to have aquestion about the conversion integration, which occurred on the 22nd ofSeptember, as you know it was very significant. As Tom mentioned we grew by(inaudible) percent and are very pleased so far. We did have consolidation ofapproximately 88 offices, but we had as we talked about in the last call aneffort to really contact individually and tell what was happening to eachcustomer all the highly valued customers we did that we showed a lot of successout there. The conversion went very well overall and what helped that wasretaining the Sky associates coming over to Huntington. We did have 7 individuals who hadnot been with Sky very long leave and go with an (inaudible) competitor to theCleveland Market other than that we’re very very pleased how that went.

Tom Hoaglin

Fred this is Tom, I don’t think there’s any question thatthere has been customer attrition there always is but I personally have talkedto many Sky business customers as has. Marty, consistently the message we’regetting is…

Really looking forward to our relationship with Huntingtonand so we very much believe that any customer attrition will be well within theassumptions we made when we announced the transaction last December and nothingreally out of the ordinary.

Fred Cummings - KeyBanc Capital Markets / McDonald

And just one other question just to clarify on this Franklincredit situation if and when you reduce the size of your exposure to Franklinwill you indeed communicate that to investors or is going to be a function ofinvestors having to look at 10-Q.

Tom Hoaglin

Fred as much as there is a desire which we understand andrespect on the part of investors and analysts to get lots of information herewe probably wouldn’t disclose the extent of a credit relationship we had withyou if it were in question and more can we do so with this one so to the degreethat Franklin chooses to provide the information than we certainly respect thatbut we are limited I hope everybody understands why in the amount ofinformation we can provide directly.

Fred Cummings - KeyBanc Capital Markets / McDonald

OK, thanks Tom.

Tom Hoaglin

Thanks Fred.

Operator

Your next question comes from the line Mike Holton.

Tom Hoaglin

Hi Mike

Mike Holton - T. RowePrice

Clarification of something that I think Tim may have saidearlier Tim did you say that you’re assumption was for one, two 2% in terms ofhome pricing depreciation in 2008 across your footprint?

Tim Barber

Correct.

Mike Holton - T. RowePrice

That seems like that may not be conservative enough.

Tom Hoaglin

This is Tom. One of the things you have to keep in mind isour markets were not driven higher through speculation we never had priceappreciation in many of our markets so if you’re getting a lot of pricedepreciation on the coast for example there is probably good reason for thatand we fully we see that our markets are soft.

They are particularly soft in SE Michigan in SE Michigan theprice depreciation has been more than that and will continue to be more thanbut if you look across the Huntington footprint in the Midwest I think that1-2% or so depreciation probably works out to be on target.

Mike Holton - T. RowePrice

I think that as Tom mentioned it clearly is differentiatedby region SE Michigan is problematic for us but it also reflects what webelieve our portfolio contains so if I was talking about the entire key of theregions we operate I might have a little different opinion that is based on whowe are lending to and what we expect to happen to our properties.

Jay Gould

Operator?

Operator

At this time there are no further questions.

Jay Gould

OK, I would like to thank everybody for participating in ourcall than if you have follow up questions as always give Jack and me a callwe’ll see you next quarter. Bye.

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Source: Huntington Bancshares Q3 2007 Earnings Call Trancript

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