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SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES AND EXCHANGE ACT
OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-2525
A. Full Title of the Plan and the address of the Plan, if different from that
of the issuer named below:
Huntington Bancshares Incorporated Deferred Compensation Plan and Trust
for Huntington Bancshares Incorporated Directors
B. Name of issuer of the securities held pursuant to the Plan and the address
of its principal executive office:
Huntington Bancshares Incorporated
Huntington Center
41 South High Street
Columbus, Ohio 43287
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HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors 3
Statements of Financial Condition -
December 31, 1994 and 1993 4
Statements of Income and Changes in Plan Equity -
For the years ended December 31, 1994, 1993 and 1992 5
Notes to Financial Statements 6
Exhibit
Consent of Independent Auditors 10
</TABLE>
2
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[ERNST & YOUNG LETTERHEAD]
Report of Independent Auditors
Board of Directors
Huntington Bancshares Incorporated
We have audited the accompanying statements of financial condition of the
Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for
Huntington Bancshares Incorporated Directors (the "Plan") as of December 31,
1994 and 1993, and the related statements of income and changes in plan equity
for each of the three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Huntington Bancshares
Incorporated Deferred Compensation Plan and Trust for Huntington Bancshares
Incorporated Directors at December 31, 1994 and 1993, and the results of its
operations and the changes in its plan equity for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted accounting
principles.
/s/ Ernst & Young LLP
------------------------------
March 27, 1995
3
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HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
1994 1993
--------- --------
<S> <C> <C>
ASSETS
Investments, at market value:
Huntington Bancshares Incorporated
Common Stock - 40,801 shares and
35,197 shares; Cost - $623,922
and $624,841 (Note 3) $ 703,820 $831,529
Contributions receivable --- 130
Accrued dividends and interest receivable 8,136 8,162
--------- --------
TOTAL ASSETS $ 711,956 $839,821
========= ========
LIABILITIES AND PLAN EQUITY
Plan Equity $ 711,956 $839,821
--------- --------
TOTAL LIABILITIES AND
PLAN EQUITY $ 711,956 $839,821
========= ========
</TABLE>
See notes to financial statements.
4
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HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Year ended December 31,
1994 1993 1992
----------- ---------- --------
<S> <C> <C> <C>
Investment income:
Cash dividends on Huntington Bancshares
Incorporated Common Stock $ 33,022 $ 27,427 $ 13,999
Interest 155 158 372
----------- ---------- --------
33,177 27,585 14,371
Unrealized (depreciation) appreciation
of investments (Note 3) (126,790) 54,574 139,969
Contributions 208,620 250,247 278,036
Withdrawals (242,872) (95,495) ---
----------- ---------- --------
Net (decrease) increase in Plan Equity (127,865) 236,911 432,376
Plan Equity - Beginning of Period 839,821 602,910 170,534
----------- ---------- --------
Plan Equity - End of Period $ 711,956 $ 839,821 $602,910
=========== ========== ========
</TABLE>
See notes to financial statements.
5
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HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
NOTES TO FINANCIAL STATEMENTS
December 31, 1994
Note 1 - Summary of Accounting Policies
Description of the Plan
The Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for
Huntington Bancshares Incorporated Directors (the "Plan") was adopted by the
Board of Directors of Huntington Bancshares Incorporated ("Huntington") on April
25, 1991, to be effective on that date.
The Plan is in the form of a trust agreement between Huntington and its
wholly-owned subsidiary, The Huntington Trust Company, National Association (the
"Trustee"). The Plan was adopted to provide any Director of Huntington with the
option to defer receipt of all or a portion of the compensation payable to him
or her for services as a Director. Huntington transfers the amount of the
compensation deferred by a Director pursuant to the Plan to a trust fund
administered by the Trustee.
Amounts held in the trust fund may be invested by the Trustee in common stock,
common trust funds, real estate, and other property which the Trustee deems to
be in the best interest of the participating Directors. The Trustee maintains a
separate account for each Director which reflects such Director's share of
assets held in his or her account in the Plan.
The Plan is administered by a committee of the Huntington Board of Directors
(the "Committee") consisting of not less than three members. As of the date
hereof, the members of the Committee are John B. Gerlach, Timothy P. Smucker,
Marvin E. White, and Don Conrad. The members of the Committee are appointed by
the Board of Directors of Huntington (the "Board") and serve until they resign
or until they are removed with or without cause by the Board. None of the
members of the Committee receives compensation from the assets of the Plan.
Distributions are made either in a lump sum or in equal annual installments over
a period of not more than ten years. The Committee has sole discretion to
distribute all or a portion of a Director's account in the event such Director
requests a hardship distribution.
Huntington may amend or terminate the Plan at any time provided that no such
amendment or termination will affect the rights of Directors to amounts
previously credited to their accounts.
6
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Investments
The Trustee may, at its discretion, invest contributed amounts in common stock,
common trust funds, real estate, and other classes of property. As of December
31, 1994, Plan assets were primarily invested in shares of common stock of
Huntington ("Common Stock"). These shares are carried at market value as
determined by quoted prices reported by the National Association of Securities
Dealers Automated Quotation System.
Income and Expenses
Cash dividends are recognized as of the record date. All costs and expenses
incurred in administering the Plan, including brokerage commissions and fees
incurred in connection with the purchase of securities, are paid by Huntington
and participating affiliates. Expenses incurred in administering the Plan
totaled $3,860, $3,405, and $2,092 for 1994, 1993, and 1992, respectively.
Note 2 - Federal Income Taxes
It is intended that the Plan be an unfunded deferred compensation plan under the
Internal Revenue Code. Accordingly, a Director will not incur federal income tax
liability when compensation is deferred pursuant to the Plan, when Common Stock
is purchased for a Director's account, or when dividends are paid to a
Director's account on such shares. Rather, a Director will incur federal income
tax liability for such contributions and income only when distributions are made
to a Director.
Huntington is subject to any federal income taxes arising from taxable income of
the Plan. Accordingly, no provision for federal income taxes is included in the
financial statements of the Plan. If, at any time, it is determined that
compensation deferred pursuant to the Plan is currently subject to income tax by
the Directors or their beneficiaries, the Plan shall terminate and any amounts
held in the trust fund shall be distributed to the Directors or their
beneficiaries.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code and
is not subject to the provisions of the Employee Retirement Income Security Act
of 1974.
7
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Note 3 - Unrealized (Depreciation) Appreciation of Investments
The following table summarizes the unrealized (depreciation) appreciation of the
Plan's investments in Common Stock for the each of the years in the period ended
December 31, 1994:
<TABLE>
<CAPTION>
1994 1993 1992
--------- -------- --------
<S> <C> <C> <C>
Market Value $ 703,820 $831,529 $603,034
Cost 623,922 624,841 450,920
--------- -------- --------
Accumulated unrealized
appreciation $ 79,898 $206,688 $152,114
========= ======== ========
Change in accumulated unrealized
appreciation between periods $(126,790) $ 54,574 $139,969
========= ======== ========
</TABLE>
8
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee of the Huntington Bancshares Incorporated Deferred Compensation Plan
and Trust for Huntington Bancshares Incorporated Directors has duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
Date: March 31, 1995 By: /s/ Ralph K. Frasier
------------------------ ---------------------------
Ralph K. Frasier
General Counsel and Secretary
Huntington Bancshares Incorporated
9
<PAGE> 1
EXHIBIT 23
Exhibit to the Annual
Report (Form 11-K) of the
Huntington Bancshares
Incorporated Deferred
Compensation Plan and
Trust for Huntington
Bancshares Incorporated
Directors for the fiscal
year ended DecemberE31,
1994.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-41774) pertaining to the Huntington Bancshares Incorporated Deferred
Compensation Plan and Trust for Huntington Bancshares Incorporated Directors and
in the related Prospectus of our report dated March 27, 1995 with respect to the
financial statements of the Huntington Bancshares Incorporated Deferred
Compensation Plan and Trust for Huntington Bancshares Incorporated Directors
included in this Annual Report (Form 11-K) for the year ended December 31, 1994.
/s/ Ernst & Young LLP
------------------------------
Columbus, Ohio
March 27, 1995
10
