Todd Beekman - Managing Director of Strategy and IR Steve Steinour - Chairman, President and CEO Mac McCullough - Chief Financial Officer Dan Neumeyer - Chief Credit Officer.

Scott Siefers - Sandler O’Neill & Partners Bob Ramsey - FBR Erika Najarian - Bank of America Ken Zerbe - Morgan Stanley Steven Alexopoulos - JPMorgan Ken Usdin - Jefferies Dan Delmoro - Deutsche Bank Jon Arfstrom - RBC Capital Markets Geoffrey Elliott - Autonomous Research Chris Mutascio - KBW.

Good morning, ladies and gentlemen. My name is Sally and I will be your conference operator today. At this time, I would like to welcome everyone to the Huntington Bancshares’ Third Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise.

After the speakers’ remarks there will be a question-and-answer session. (Operator Instructions). Thank you. Mr. Todd Beekman, you may begin your conference..

Thank you, Sally, and welcome. I’m Todd Beekman, the Managing Director of Strategy and Investor Relations for Huntington. Copies of our slides that we will be reviewing can be found on our IR website at www.huntington.com. This call is being recorded and will be available for rebroadcast starting about an hour after the call.

Slide two and three note several aspects of the basis of today’s presentation. I encourage you to read these, but let me point out one key disclosure. This presentation will reference non-GAAP financial measures.

And in that regard, I would direct you to the comparable GAAP financial measures and the reconciliation to those comparable GAAP financial measures within the presentation, the initial earnings-related material we released this morning and related 8-K filed today, all of which can be found on our website.

Turning to slide four, today’s discussion, including the Q&A, will contain forward-looking statements. Such statements are based on information and assumptions available at this time and are subject to change, risk and uncertainties, which may cause actual results to differ materially. We assume no obligation to update such statements.

For a complete discussion of the risks and uncertainties, please refer to this slide, the material filed with the SEC including our most recent 10-K, 10-Q and 8-K filings. Now turning to today’s presentation.

As note on slide five, presenters today will be Steve Steinour, Chairman, President and CEO; Mac McCullough, our Chief Financial Officer; Dan Neumeyer, our Chief Credit Officer will also be participating in the Q&A portion of the call. Let’s get started.

Steve?.

Thank you for joining us today. Huntington had a solid third quarter with the underlying results showing continued disciplined execution. Investments we’ve made over the last several years are paying off. This is demonstrated by top-line revenue growth, continued balance sheet growth and what we view as industry leading customer growth.

This quarter, you also saw us take steps to optimize not only our organization, but the digital distribution. For the quarter, we reported net income of $155 million, a 13% decrease from the year-ago quarter and EPS of $0.18 per common share. This represented a 0.97 return on assets and a nearly 10% return on equity.

It’s worth noting that this quarter’s results included two significant items that totaled $22.8 million of non-interest expense. Mac and I will provide more comments in a few minutes, but there are additional details on slides 22 and 23. Revenue increased 5% from the prior year.

Net interest income increased $42 million or 10% year over year, while non-interest income decreased modestly. Net interest income year-over-year benefited from two items.

Our investments in our auto and commercial segments drove a $4.1 billion, or 10% increase in loans and we added nearly $2.7 billion of incremental securities as we prepared for the upcoming Basel III Liquidity Coverage Ratio or LCR rules.

The benefit of the larger balance sheet was partially offset by 14 basis-point decrease in net interest margin driven by tighter loan spreads and inability to materially re-price deposits lower and a larger securities portfolio, again as we prepared for the upcoming Basel III LCR rules.

Third quarter non-interest expense increased $57 million over the same period in the prior year. I’ll discuss the details of this quarter’s actions in a few slides.

And again there are additional details on slide 22, but $40 million of the increase relates to $23 million of significant items in this quarter and $70 million of significant items that were a net benefit in the year ago quarter. Compared to second quarter 2014, our adjusted expenses were stable at around $457 million.

We continue to achieve positive operating leverage year-to-date and remain committed to positive operating leverage for the full year. I will cover OCR in more detail later in the presentation, but we continue to gain market share and share of wallet.

While there remains more than we can due to increase product penetration, we believe our robust customer growth and OCR sales process are driving long-term shareholder value. Turning to slide seven, over the last year, our credit quality has improved.

Net charge-offs in the quarter were 26 basis points, well below our long-term target of 35 basis points to 55 basis points. While we continue to deploy capital to grow the balance sheet and distribute significant earnings to shareholders, our capital ratios remain strong.

At the end of the third quarter our tangible common equity ratio was 8.35%, down 66 basis points from a year ago and 3 basis points from the last quarter. Our Tier 1 common risk-based capital ratio was 10.31%, down 54 basis points from a year ago and 5 basis points from the prior quarter.

Both of these reductions reflect the combination of our discipline, balance sheet growth and strong capital management through increased dividends and buybacks over the last year. We have repurchased over 32 million shares in the last year and this quarter, we repurchased 5.4 million common shares at an average cost of $9.70 per share.

We have approximately 86 million of remaining share repurchase capacity through the end of the 2015 first quarter. Slide eight has a few additional first-quarter highlights.

First, we completed the acquisition and integration of 24 branches in Michigan; second, we continue to optimize our distribution network to better serve our customer needs today while investing to stay ahead of trends for tomorrow.

By the end of the year, we will be consolidating 26 branches including consolidating a few traditional branches into in-store branches. Throughout 2015 we will nearly complete our previously announced in-store build out with approximately 50 new branches again in 2015.

During this quarter we completed two significant technology investments; the installation of a new teller platform across the entire franchise and the completion of the year and half long effort to image-enable our ATM network.

These investments are critical as we look to not only improve the customer experience, but also drive efficiencies in our processes. Deposits to the branches and ATMs are now digitally imaged and processed. For example, we’ve already seen 25% of our deposit shift from the teller line to our new ATMs.

And another 5% have migrated to the mobile channel with the introduction of our Mobile Photo Deposit capture launched earlier this year. Next I’m proud to report that this measure by number of loans, Huntington is the number one SBA lender in the country.

And we achieved this distinction despite only making SBA loans in our footprint through our remarkable colleagues who made a small business lending core competency for Huntington, as well as the efforts of our continuous improvement team, who have improved the overall experience for our customers and our colleagues.

Finally, consistent with our capital plan and given our continued strength in earnings and capital, our Board recently approved a 20% increase in our quarterly dividend to $0.06 a share payable to shareholders of record December 19th. And with that let me turn it over to Mac for a more detailed review of the numbers.

Mac?.

Thanks, Steve and good morning, everyone. Slide 9 is a summary of our quarterly trends and key performance metrics. Steve already touched on several of these, so let’s move on to slide 10 and drill into the details. Relative to last year’s third quarter, revenue increased $36 million or 5% to $714 million.

Spread revenues accounted for the entire increase as net interest income increased 10%. Driving net interest income growth was a $7 billion or 15% increase in earning assets.

Loans made up more than $4 billion of the increase with the remainder of the growth in the securities portfolio including $1.2 billion of direct purchase municipal instruments originated by our commercial lending teams.

The remainder of the growth in the securities book was driven by our preparation for the upcoming Basel III liquidity coverage ratio requirements. The net interest margin compressed 14 basis points year-over-year to 3.20%.

Earning asset yields compressed 20 basis points year-over-year, including 4 basis points of compression due to the larger investment securities portfolio. Funding costs improved by 9 basis points.

The net interest margin compressed 8 basis points linked quarter, but let me remind you that last quarter’s NIM had a 4 basis point benefit due to an interest recovery on an acquired commercial real estate loan. Third quarter fee income was $247 million, which represented a $6 million decline or 3% from the year ago quarter.

Several small items drove the decline as customer activity in the quarter was slightly below the same quarter of last year and the second quarter of 2014. As Steve mentioned earlier, there are two expense-related significant items impacting the quarter.

You may want to refer to table two in the press release or page 22 of the presentation as I walk through these items. First, as we disclosed in our second quarter 10-Q as a subsequent event on July 30th of this year, Huntington commenced organizational actions to reduce non-interest expense and improved productivity.

These actions, consistent of a reduction in force and the decommissioning of certain real estate assets, these actions are substantially complete.

We are also announcing today that we are closing 26 branches by the end of 2014 as we continue to optimize our distribution network to better accommodate the changing preferences and behaviors of our customers. We incurred $19.3 million in the quarter for these significant items.

Second, on September 16th of this year, we announced the acquisition of 24 branches in Michigan from Bank of America. As Steve mentioned earlier, the deal is closed and the branches are fully integrated.

Net of a small benefit from the Camco acquisition that closed earlier this year, we incurred $3.5 million in the quarter for these acquisition-related significant items. Reported non-interest expense in the third quarter was $480 million, an increase of $57 million or 13% from a year ago quarter.

However, after adjusting for the significant items I just walked you through, expense increased $70 million or 4%. Compared to the second quarter and also adjusting for significant items, adjusted expenses were down $1 million.

Looking forward to 2015, we expect non-interest expense to grow modestly somewhere in the range of 2% to 4% higher than 2014 after adjusting for significant items as we continue to make investments in the franchise, as evidenced by the acceleration of our previously announced in-store initiative that Steve mentioned earlier.

But importantly, we are once again committing to delivering positive operating leverage for full year 2015. While we are still finalizing our 2015 budget, it is worth noting that this commitment to positive operating leverage in 2015 is based on a scenario where the Fed does not raise rates in 2015.

Slide 11 displays the trends in our earning asset mix, net interest income and net interest margin. As I mentioned earlier, average loans increased $4.1 billion or 10% year-over-year. Commercial and auto remained the primary drivers of loan growth, although we experienced growth in every portfolio.

Average commercial and industrial loans grew 9% year-over-year. More than half of the increase occurred in our specialty lending verticals, all of which continue to mature and gain traction. Business banking and our auto dealer floor plan lending were other key contributors to growth.

The auto loan portfolio grew $1.9 billion or 32% from the year ago quarter as originations remain strong and we continue to portfolio all of our production. As you can see on the auto loan slide in the presentation appendix, we did not sacrifice credit quality to drive this volume.

And it is worth noting that after a multi-year decline in net new yields, we pushed pricing increases through during the quarter with new money yields back over 3%. With respect to our auto finance business, I want to remind you that the summer months are seasonally strong.

On the other hand, the auto floor plan lending side of the business is weak in the fall as dealers liquidate the prior year’s models to make room for the new model year.

Overall, utilization rate declined slightly and our auto floor plan loan utilization rates continue to run a couple percentage points lower than we would normally expect, as a result of very strong auto sales for the last two quarters. The chart on the right side of slide 11 shows the net interest margin trend which we have previously discussed.

Turning to slide 12; the right side of this slide shows our deposit mix, while the left side illustrates maturity schedule of our CD book. Average core deposits increased $2.3 billion or 5% year-over-year.

While not a meaningful impact to this average growth, the September acquisition of the 24 Bank of America branches in Michigan increased end of period deposits by approximately $700 million. For the last several years, we have focused on increasing low cost core deposits while reducing our dependence on a higher cost CDs.

Average demand deposits increased $1.2 billion, or 6% year-over-year, while average money market deposits increased to $2.2 billion or 14%. Growth in these categories more than offset the intentional $1 billion or 24% decrease in average core certificates of deposit.

There continues to be an opportunity to drive an improvement in the mix, but as you can see over the next four quarters, we have approximately $2.3 billion of CDs maturing with a weighted average rate of 51 basis points.

Another important piece of the funding mix dynamic that you do not see on this slide is the $4.1 billion year-over-year increase in short and long-term borrowings, $2.5 billion of which was bank and holding company debt issued over the past year.

We didn’t issue any long-term debt this quarter but as we continue to focus on remixing our deposit base and managing our overall cost of funds, we expect to be active in the debt markets. Slide 13 shows the trends in capital. We remain well capitalized with all of our regulatory capital ratios showing improvement from the second quarter of 2014.

We remain an active purchaser of our stock and at the end of the quarter had approximately 86 million of remaining share repurchase capacity through the end of the first quarter of 2015 under our 250 million repurchase authorization. Slide 14 provides an overview of our credit quality trends.

Credit performance remains solid and in line with our expectations. Net charge-offs fell noticeably from the year ago quarter to 26 basis points, as both consumer and commercial charge-offs experienced a meaningful decline. In particular, home equity and commercial real estate experienced the largest declines.

Loans past due greater than 90 days remained very well controlled at 30 basis points. Nonaccruals were down slightly in the quarter, while the criticized asset ratio continues to show modest improvement. Slide 15 shows the trends in our non-performing assets. The chart on the left demonstrates continued improvement, albeit at a reduced rate.

The chart on the right shows the non-performing asset inflows which were also fairly stable with the prior quarter. Reviewing slide 16, the loan loss provision of $24.5 million was up from a year-ago quarter due to the implementation of enhancements to our reserve calculation for our commercial portfolios in the third quarter of 2013.

The allowance-to-loan ratio fell very modestly to 1.47%, down from 1.72% from the prior year and from 1.50% in the prior quarter. The ratio of allowance to non-accrual loans was in line with the last several quarters at 211%.

The level of the allowance is adequate and appropriate and reflects the stable credit trends discussed earlier along with increasing loan volume. Let me now turn the presentation back over to Steve..

Thanks Mac. Our fair play banking philosophy, coupled with our optimal customer relationship or OCR continues to drive new customer growth and improve product penetration. This slide illustrates the continued upward trend in consumer checking account households. Over the last year, consumer checking account households grew by 140,000 households or 11%.

Now the third quarter’s 18% linked quarter annualized growth rate includes 38,000 customers we acquired as part of the Bank of America transaction. Our strategy is not just about market share gains, but also gains in share of wallet.

We continue to focus on increasing the number of products and services we provide to those customers knowing that this will translate into revenue growth. Our OCR cross-sell goal of six or more products and services improved to almost 49% this quarter, up more than 150 basis points from a year ago.

Correspondingly, our consumer checking account household revenue is up over 9% year-over-year. We work to the impact of the changes we’ve made in our business banking checking products that impacted a number of lower balance accounts.

Revenue grew just under 10% over the last year as the accounts that were closed had little impact on revenue, but did impact the optics of our commercial relationship portfolio. That’s on slide 18, turning to slide 19, and expectations for the fourth quarter.

We continue to expect loan growth predominantly in auto and commercial lending, but as we discussed before, competition remains intense and that has lowered our pull-through rates. We are closely monitoring our NIM and remain focused on pricing discipline.

Within auto, we are continuing to monitor the securitization markets and we’ll look to use it as a tool to manage our overall concentration. It’s unlikely we will be in the market during the fourth quarter, but we do expect two securitizations in 2015.

We will continue to reinvest cash flows from investment securities into LCR-compliant, high-quality liquid assets. In addition, securities are likely to continue to modestly increase as we buy additional level one high quality liquid assets and a portion of the commercial team’s production is placed in the securities portfolio.

The NIM is expected to remain under pressure, but we expect net interest income to grow as earning asset growth more than offsets the NIM compression. Non-interest income, excluding the net MSR impact is expected to remain near the third quarter’s level.

We also expect adjusted non-interest expense; excluding significant items will remain near the current quarter’s adjusted level. Fourth quarter 2014 is expected to include approximately $10 million of significant items related to the already announced franchise repositioning activities.

We will continue to look for ways to reduce expenses, while not impacting our previously announced growth strategies or our high level of customer service. On the credit front, we see credit trends are beginning to reach normal levels. We expect net charge-offs will remain in or below our long-term expected range of 35 to 55 basis points.

Provision was below our long-term expectation during this past quarter. Both are expected to continue to experience modest changes, given their absolute low levels. Turning to slide 20, as you can see, we continue to be on track for delivering positive operating leverage for 2014.

We’re committed to positive operating leverage for the full year and are committing to delivering positive operating leverage in 2015. We still have a lot of work to do over the final quarter, but I’m pleased with our year-to-date progress.

Finally, I’d like to congratulate two of our senior leaders Mary Navarro, for being recognized as one of the American Banker’s 25 Most Powerful Women in banking; and Helga Houston for being recognized as one of American Banker’s 25 Women to Watch in Banking. We’re very proud that they’re part of our team. And so with that, I’ll turn it back to Todd..

Sally, we’ll now take questions. And we ask the courtesy of your peers, each person ask only one question and one related follow-up. And if that person has additional questions, he or she can add themselves back into the queue. Thank you..

(Operator Instructions). Your first question comes from the line of Scott Siefers with Sandler O’Neill and Partners. Your line is open..

Good morning guys..

Good morning, Scott..

Good morning, Scott..

Steve, I was hoping you could expand a little on some of the comments you made about the competitive dynamic on the commercial side, I guess mostly within the context of few of the larger Ohio based banks have one, if I think probably more of a slowdown in the commercial side than you did and then two, kind of it’s sort of a more direct pullback.

Just hoping to get a little additional color beyond what you made in your prep remarks at where are you guys on spectrum, how you think about things as you look forward?.

Well, as we indicated, we have slightly lower line of credit utilizations. We’ve got lower levels of pull through and that’s reflecting competitive dynamics. Half of our commercial growth has occurred in our specialty verticals, Scott.

So, we made investments over the last several years in trying to position these businesses for growth and they’re largely on track, and those niches with dedicated personnel and industry knowledge have paid dividends to-date and I think will continue to help us with our growth as we go forward.

I would say generally the economies in our region, our footprint are doing well. And that’s also fueling us a bit. Finally, we do a lot of small business lending. And so, there is a component that might be thought of a sort of a small business, a business banking context that’s also driving that growth..

Okay, perfect. I appreciate that color and then either Steve or Mac I was hoping you could touch on the cost side for just a moment. First, were any of the savings from the July initiative, did they hit the third quarter or will that all be in the fourth quarter? And then Mac, you had alluded to I think 2% to 4% core expense growth next year.

I know you guys have been in the process of kind of a broader strategic review.

Does that embed the results or conclusions of that review or is that still kind of ongoing appending?.

Thanks Scott. So there was, I would say a slight benefit on adjusted basis in the third quarter relative to the reduction in force that we had. We will see that come through in the fourth quarter, but also keep in mind that we’re adding the Bank of America branches and we are accelerating the investment in-store.

So these affected those things in as well.

And obviously all those things are played in with the guidance that we’ve given around fourth quarter being flat for third quarter on an adjusted basis with non-interest expense and that 2% to 4% range of growth off an adjusted 2014 base in 2015, which does include all the strategic actions that we need to take in 2015 related to the process that we just came through..

Okay. Alright, perfect. Thank you very much..

You bet..

Your next question comes from the line of Bob Ramsey with FBR. Your line is open..

Hi, good morning guys. I just want to talk a little bit about auto. I know you all said on your prepared remarks that you are looking to do a couple of securitizations next year after you guys sort of stepped out of that market for a couple of years.

Is that a reflection of loan concentration one, or is it a question of sort of where you see the market today or what’s sort of driving that shift?.

Bob, we said we had a concentration limit on auto a year or so ago and what we’re going to be running into that next year and so there is certainly a concentration component into the securitization. But as we’ve done in the past, if we see better execution, we have securitized in the past when we had room into the limited.

And next year, we’ll start with the concentration. But if we find an opportunity that gives us better economics in the future, we’ll use that as well. We originate to all; it’s the same quality portfolio that we’ve securitized as what we hold. It’s performed very well for us; the securities had actually outperformed expectations.

And we’re confident in the quality of what we’re doing and you get to see that every quarter as we give you the credit and other metrics on our production..

And could you remind me what that concentration limit is when you guys are sort of targeting on the portfolio?.

We haven’t given an exact number, but we’ve expressed it as a percentage of capital in the past and I believe we’ve reduced about 150% and that was capital a couple of years ago. So, you think about round numbers, $7.5 billion, $8 billion that should put you in the ballpark..

Great. That’s helpful.

There has been a lot of talk in the media as well about the growing proportion of auto originations that are subprime, I’m curious if you could tell me what percent of auto production this quarter was subprime and maybe how if at all that has changed over the last year or two?.

We basically -- this is Dan. And we really don’t originate subprime. We’ve been a super-prime and prime type lender and that’s what we -- that’s what’s worked for us and that’s what we continue to concentrate..

Great. Thank you, guys..

Thank you..

Your next question comes from the line of Erika Najarian with Bank of America. Your line is open..

Yes, thank you. Good morning..

Good morning, Erika..

I just wanted to ask on the margin outlook that you had mentioned on slide 19.

As we think about the margin trajectory into next year under your rate scenario where the Fed doesn’t raise the short end, could you help us think about what sort of the proportion of your margin impact is attributed to HQI buying and being LCR compliant versus core compression? I mean is that another way if not for LCR would we be closer to the bottom on the NIM at this point?.

Yes. Thanks Erika. So the way to think about it in the current quarter if you look at it relatively third quarter of last year we had 20 basis points of compression on the asset side about four of that was related to LCR activities. And you might remember on the last call we talked about our outlook for the net interest margin.

And we probably bottom fourth quarter of ‘14, first quarter of ‘15 based on a rate environment where we actually thought that we were going to see an increase from the Fed much sooner than we’re planning right now.

So with our current guidance and the way we’re looking at our plan for 2015 with no Fed increase plan for 2015 at least from our perspective, we’re going to continue to see margin pressure.

I would say that’s going to decelerate on a quarterly basis in 2015 and we are going to continue to add securities, primarily Ginnie Mae as it relates to what is required from an LCR perspective as we move towards that date of January ‘16.

So I do think that the proportion that you’re seeing related to the LCR impact is going to become larger as we move into 2015, I am not quite sure exactly what that’s going to be. But we are seeing, I would say some of the spread compressions I guess back off a bit as we move through the portfolio of mix change..

Got it.

And my second question is given that you’ve pushed through a new money rate of 3% for your new auto originations, as you look out in terms of the competition for the credit spectrum that you do participate in, how much do you expect this to impact forward growth if at all into next year?.

I don’t think it will really impact growth. We certainly didn’t see that in the quarter when we pushed the rate increase through, actually had record origination volumes. So, I don’t think that would be an impact..

Got it, great. Thank you..

Your next question comes from the line of Ken Zerbe with Morgan Stanley. Your line is open..

Great, thanks.

I guess first question I had was just in terms of the BOA branch deal, should we view this as kind of a one-off opportunistic opportunity to expand your footprint or when you think about the growth strategy over time, are there additional footprints or markets that you actually want to continue to build scale, we could see potentially more of these deals?.

Well this was in footprint, so it is part of our strategy to try and get more share where we are and build out, Ken. And we’re going to continue to prioritize in our shared in the markets we’re in. We might look at adjacent geography but the priority would be in footprint..

Got it. Okay. And then just the other question I has in terms of LCR, can you just give us an update where do you stand on that? Other banks have provided percentages in terms of how, I guess where they stand on LCR. Thanks..

Ken, it’s Mac. So we’re probably in the neighborhood of 80% of where we need to be. We’re going to continue to add to the portfolio. We see the ability to take basically liquidity from the existing portfolio about a $100 million a month and get the right type of securities for LCR.

So there will be a bit of a mix change in the existing portfolio and I would expect another 750 million to 1 billion incremental coming on as we move through 2015 to get us ready for January of 2016..

Got you.

And the new securities you’re putting, does that have a meaningful impact on your NIM?.

We’re primarily looking to bring [Jenny’s] on. And it’s hard to quote exactly where we are based on the market the last couple of days. But it does have an impact on the NIM; there is no doubt about it. But I wouldn’t necessarily call it material..

Alright, great. Thank you..

Your next question comes from the line of Stephen Alexopoulos with JPMorgan. Your line is open..

Hi, good morning everyone..

Good morning..

So, the one-time cost for the July repositioning in closing 26 branches looks like around $30 million, how much do you expect to see per year from those actions?.

So the expectation was $30 million to $35 million on an annual basis..

Okay, perfect. And then if I look at the 2% to 4% range you’re talking about for expense growth next year, at least the upper end of the range seems high, particularly given the number you just gave on cost saves.

What are some of the tailwinds pushing expense growth in 2015 and how much control do you have within that range?.

So we have made significant investments in technology, if you take a look back over the last couple of years, Steve mentioned a few of those on the call today with the new teleplatform. We’re now completely image enabled in all of our branches. We start to get the paper out of the branches. So clearly savings related to that.

We’re completely image enabled on ATMs now and we also mentioned that we’re seeing customer behavior change with the migration of deposits to the image enabled ATMs as well as the photo mobile deposit capture, which is another investment we’ve been making around digital. We have made large investments in in-stores which we highly value.

We’re saying our customers migrate transactions into the in-stores. We think it’s a very important part of our distribution strategy going forward as we think about optimizing distribution and really getting the right cost and the right investment and distribution going forward.

So those are some investments that we’ve made that will have amortization expense from a technology perspective in 2015 or additional run rate expense related to bringing the new branches online.

So, we do think these investments are important relative to the direction that we’re taking to franchise in the future and those are some of the items that we’ll see in 2015 and why the 2% to 4% range is what we expect. .

Okay, that’s helpful. If I could just ask one more, some banks that have small auto portfolios pointed that particularly in direct auto is getting floppy, right, these are core part of your business. In that prime part of the business, are you seeing any floppiness there and you guys, I know you had very strong growth this quarter.

But what do you do in terms of tightening, what are you just seeing in the market overall? Thank you..

Yes, this is Dan. I think I don’t know if there isn’t segment of market but it is very competitive although different lenders have their different initiatives that they are interested in.

And as I mentioned we’re in that kind of prime, super prime, there is some competition, but given the fact that we were able to put through the price increase and still maintain volumes I think that gives an indication that it’s still somewhat rational. So we are pleased with the segment of the market we’re competing in..

Okay. Thanks for the color..

Thank you..

Your next question comes from the line of Ken Usdin with Jefferies. Your line is open..

Thanks. Good morning..

Good morning, Ken..

Just following on auto and credit, obviously your staff is Mac as you alluded to the FICOs are the highest they’ve been in the long time and the LTVs haven’t changed. But we’ve seen a bit of a rollover in the Mannheim, your delinquencies have been up for the last two quarters.

I’m just wondering if you can help us understand how you’re thinking about just protecting the book from a future credit perspective and what underlying trends are you seeing just kind of inside the portfolio and any signals that were about to go the wrong way on just auto credit regardless of how good of a job you guys do, but just from a book perspective?.

Sure. This is Dan. So we do watch indexes like the Mannheim that’s one of our leading indicators. I can see that we are seeing anything right now that gives us pause, but again, we stayed very much to our strategy of very strong FICOs reasonable loan to values and terms et cetera.

So no real early warning indicators even as we have expanded into a new market we take a very cautious approach, we take a bit more conservative stance when entering into those new markets and those seasons and then go to our more traditional parameters. So we watch very closely, but no early indications of any real problems..

Okay. Dan, thank you. And then secondly, Mac when you talk about reentering securitization markets and potentially doing two next year, it seems like the spreads are gain on sale potential was a lot tighter in the auto market than it was when you were doing them a few years ago.

Could you help us understand how you think about what a gain on sales might look like now versus then and also what the trade-off would be in terms of seeking that gain on sale one-time through the fee side and then give up versus the give up in NII?.

Yes. So we have been monitoring the securitization markets very closely and you are correct. The gains are much lower than they were last time we went this direction. I would roughly say that probably 50% is something in that range.

And clearly there probably is a bit of a give up by securitizing and not keeping the production on balance sheet, but we think this is the right thing to do from a concentration limit perspective and if the direction that we have actually built for 2015 plan..

That’s all embedded -- those trade-offs taken to securitization and trade-offs to the NII that’s built into the plan for ‘15?.

That’s correct..

Okay, got it. Thanks..

Your next question comes from the line of Matt O’Connor with Deutsche Bank. Your line is open..

Good morning guys. You have Dan Delmoro calling in for Matt.

Could you just give us some color on what drove that $8 million net credit recovery in CRE this quarter and just for general outlook for recoveries going forward?.

Sure. We’ve seen strong recoveries in the CRE book; obviously we had significant charge-off activity several years back so we’re starting to see a benefit of that. I do think it is probably the recoveries probably aren’t going to grow from here. We’ll continue to see reasonable level of recoveries going forward. But that’s all multiple credits, Dan..

Got it. And separately, again loan sales was up this quarter to about $8 million after seeing outlined around $4 million in the last few quarters.

Should we expect that to continue or to get back down to the more normalized level?.

Yes, I would think about it back at the normalized level, those were primarily [FPA] gains and I think we just had some unusual gains in the quarter..

Alright. Thank you very much..

Thank you..

Your next question comes from the line of Jon Arfstrom with RBC Capital Markets. Your line is open..

Thanks. Good morning, guys..

Hi Jon..

Hi Jon..

Just a follow-up on the branches, can you just talk a little more about the decision to accelerate be in-store expansion? I’m guessing, this is just filling out Eagle and Meijer sooner rather than later.

And then maybe an update on the impact to the entire effort, as you touched a little bit on it in the press release, but maybe an idea of how the entire effort is tracking in terms of current year and maybe next year’s P&L?.

So we committed to a statewide exclusive arrangement with Giant Eagle and Meijer; several other banks with different store locations. And as they, and these generally were the most attractive store, as those leases expire or there is opportunity for early exits, we’ve been very interested and backfilling this as soon as possible.

And we’re going to benefit from that in 2015 to the extent of 50 openings. That will largely complete the program; there will be a few more in out years, but the vast majority of that will be complete. The in-stores themselves as Mac alluded are seeing a much higher level of customer choice than we expected.

So the transactional side of that in addition to the sales side is going very, very well. And that convenience play we think is part of what’s driving it. We’ve factored the 50 expansions into the 2015 budget and so that’s in that expense guidance of 2% to 4% Mac gave you.

And I mentioned earlier that we have 50 that have turned profitable and we expect the existing 120 plus to be profitable around the end of the year..

Okay.

End of the year meaning end of ‘15?.

No, end of ‘14; existing 120 plus will be profitable around the end of ‘14..

Okay. That makes sense. Thanks a lot..

Okay. So, it’s roughly two, two and half year average to get them to profitability, Jon..

Okay. Thank you..

Thank you..

Your next question comes from the line of Geoffrey Elliott with Autonomous Research. Your line is open..

Hello there, I just wanted to touch on the two slide tweaks to the outlook, first, no longer expecting securitization in the fourth quarter; and then second, the non-performing assets, you’ve taken out the language around those decline and just wonder if you could discuss the thinking?.

Could you repeat the first half of that question please? We had difficulty in hearing, Geoff..

Sure. So, the not securitizing in the fourth quarter, before it seemed like there was more of a possibility, now given the outlook it sounds less likely. And then the commentary around non-performing assets declining seems to have been dropped.

So what was the rationale for making those two changes?.

So, this is Mac. Regarding the securitizations, as I mentioned earlier, we have been monitoring our markets very carefully. And just given some of the volatility and some of the rate issues that we’ve seen, we don’t need to do the securitization in 2014.

So, we’ve taken the guidance out related to that for specific reasons around just market conditions and making sure that we get the accounting for this right. So, 2015 looks much more probable at this point..

Yes. And with regard to the NPA, the only real thought there is we’ve reached the level of our NPAs that are within our normalized range.

We do expect to see some level of continued improvement going forward, but as you see this quarter, we’re down to levels where a couple of deals can make a difference in the level of NPAs, so from quarter-to-quarter you might see some modest volatility.

But we do still expect over the next couple of years to see some level of continued improvement there. So, not a big shift in how we’re thinking about it..

Okay..

Thank you..

(Operator Instructions). Your next question comes from the line of Chris Mutascio from KBW. Your line is open..

Good morning Steve and Mac.

How are you?.

Great, thank you..

Good. Hey, Mac, I just want to go over the expense again, just want to make sure I understand how this plays out.

If I look at your adjusted expenses in 2013, it looks like about $1.78 billion and given the guidance for -- what you’ve done already in ‘14 and the guidance for the fourth quarter, it looks like it would be about $1.81 billion in 2014, so about 2% increase in ‘14 over ‘13. And your guidance for next year is expenses up 2% to 4%.

Now I do realize there is acquisitions involved that will be the full run rate in ‘15 that can pressure the expense rate, but it is higher than what it was in ‘14 or projected to be higher in ‘14.

So am I to assume that the cost save initiatives that you take in place are essentially be fully invested in the franchise rather than hitting the bottom line at least in the first year in 2015?.

Yes Chris, I think when you go through the math that would be the way to take a look at it.

I think with the investments that we’re making in the in-stores and I think the Bank of America acquisition and how that plays into 2015 on a full year basis along with some of the technology investments that I mentioned earlier, those things would basically be 2% to 4% increase that we’ve talked about and that would offset the adjustments that we’ve made in the fourth quarter..

Okay. Thanks Mac. I appreciate it..

Thanks Chris..

There are no further questions at this time. Mr. Steinour, I’ll turn the call back over to you..

Great, thank you. In summary, we’re pleased with our performance in the third quarter, as our strategies and disciplined execution drove strong results. There is a market acceptance of our value proposition. It is clearly an acceptance. Our best-in-class service, our convenience and our fair play philosophy.

And you can see this as we continue to gain market share and share of wallet. And you can continue to see distinct examples of how we are optimizing the franchise. We produced 5% percent revenue growth in a challenging environment and are highly focused on pricing discipline as we continue to grow our portfolio.

We recognize that the interest rate environment and competitive pressures are not going to go away overnight, so we have work yet to do to finish out the year as strongly as it began. Finally, our Board and this management team are all long-term shareholders; we are very focused on reducing volatility and driving long-term performance.

So thank you for your interest in Huntington. Have a good day everybody..

This concludes today’s conference call. You may now disconnect..