Huntington National Bank 2011 Annual Report Download - page 18

Regulatory Matters
We are subject to regulation by the SEC, the Federal Reserve, the OCC, the CFPB, and other federal and
state regulators.
Because we are a public company, we are subject to regulation by the SEC. The SEC has established four
categories of issuers for the purpose of filing periodic and annual reports. Under these regulations, we are
considered to be a large accelerated filer and, as such, must comply with SEC accelerated reporting requirements.
We are a bank holding company and are qualified as a financial holding company with the Federal Reserve.
We are subject to examination and supervision by the Federal Reserve pursuant to the Bank Holding Company
Act. We are required to file reports and other information regarding our business operations and the business
operations of our subsidiaries with the Federal Reserve.
The Federal Reserve maintains a bank holding company rating system that emphasizes risk management,
introduces a framework for analyzing and rating financial factors, and provides a framework for assessing and
rating the potential impact of nondepository entities of a holding company on its subsidiary depository
institution(s). A composite rating is assigned based on the foregoing three components, but a fourth component is
also rated, reflecting generally the assessment of depository institution subsidiaries by their principal regulators.
The bank holding company rating system, which became effective in 2005, applies to us. The composite ratings
assigned to us, like those assigned to other financial institutions, are confidential and may not be disclosed,
except to the extent required by law.
The Bank, which is chartered by the OCC, is a national bank, and our only bank subsidiary. It is subject to
examination and supervision by the OCC and by the CFPB established by the Dodd-Frank Act. Our nonbank
subsidiaries are also subject to examination and supervision by the Federal Reserve or, in the case of nonbank
subsidiaries of the Bank, by the OCC. Our subsidiaries are subject to examination by other federal and state
agencies, including, in the case of certain securities and investment management activities, regulation by the SEC
and the Financial Industry Regulatory Authority.
The Bank is subject to affiliate transaction restrictions under federal law, which limit certain transactions
generally involving the transfer of funds by a subsidiary bank or its subsidiaries to its parent corporation or any
nonbank subsidiary of its parent corporation, whether in the form of loans, extensions of credit, investments, or
asset purchases, or otherwise undertaking certain obligations on behalf of such affiliates. Furthermore, covered
transactions which are loans and extensions of credit must be secured within specified amounts. In addition, all
covered transactions and other affiliate transactions must be conducted on a market terms basis and under
circumstances that are substantially the same as such transactions with unaffiliated entities.
Legislative and regulatory reforms continue to have significant impacts throughout the financial services
industry.
In July 2010, the Dodd-Frank Act was enacted. The Dodd-Frank Act, which is complex and broad in scope,
established the CFPB, which has extensive regulatory and enforcement powers over consumer financial products
and services, and the Financial Stability Oversight Council, which has oversight authority for monitoring and
regulating systemic risk. In addition, the Dodd-Frank Act alters the authority and duties of the federal banking
and securities regulatory agencies, implements certain corporate governance requirements for all public
companies including financial institutions with regard to executive compensation, proxy access by shareholders,
and certain whistleblower provisions, and restricts certain proprietary trading and hedge fund and private equity
activities of banks and their affiliates. The Dodd-Frank Act also requires the issuance of many implementing
regulations which will take effect over several years, making it difficult to anticipate the overall impact to us, our
customers, or the financial industry more generally. With the appointment of a director for the CFPB in January
2012, the CFPB began to exercise its full authority under the Dodd-Frank Act. While the overall impact cannot
be predicted with any degree of certainty, we are impacted by the Dodd-Frank Act primarily in the area of capital
requirements.
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