<PAGE> 1
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 FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
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 Supplemental Stock Purchase and Tax Savings Plan and Trust
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 SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors 3
Statements of Financial Condition -
December 31, 1996 and 1995 4
Statements of Income and Changes in Plan Equity -
For the years ended December 31, 1996, 1995, and 1994 5
Notes to Financial Statements 6
Exhibit
Consent of Independent Auditors 10
</TABLE>
2
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REPORT OF INDEPENDENT AUDITORS
Board of Directors
Huntington Bancshares Incorporated
We have audited the accompanying statements of financial condition of the
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust
(the "Plan") as of December 31, 1996 and 1995, and the related statements of
income and changes in plan equity for each of the three years in the period
ended December 31, 1996. 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 Supplemental
Stock Purchase and Tax Savings Plan and Trust at December 31, 1996 and 1995,
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, 1996, in conformity with
generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Columbus, Ohio
March 21, 1997
3
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
December 31,
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Investments, at market value:
Huntington Bancshares Incorporated
Common Stock: 96,668 shares in
1996 and 82,602 shares in 1995;
Cost: $1,328,622 in 1996
and $1,136,879 in 1995 (Note 4) $2,549,615 $1,982,452
Accrued dividends and interest receivable 19,047 16,088
Cash and cash equivalents (Note 2) 20,252 20,512
---------- ----------
TOTAL ASSETS $2,588,914 $2,019,052
========== ==========
LIABILITIES AND PLAN EQUITY
Stock purchase payable $ 20,246 $ 20,485
Plan Equity 2,568,668 1,998,567
---------- ----------
TOTAL LIABILITIES AND PLAN EQUITY $2,588,914 $2,019,052
========== ==========
</TABLE>
See notes to financial statements.
4
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Year ended December 31,
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Investment income:
Cash dividends on Huntington Bancshares
Incorporated Common Stock $ 72,117 $ 59,321 $ 43,860
Interest 163 238 308
---------- ---------- ----------
72,280 59,559 44,168
Realized gains on investments (Note 4) 66,836 14,072 4,341
Unrealized appreciation (depreciation)
of investments (Note 4) 375,420 560,324 (115,745)
Contributions:
Employees 123,143 116,468 112,242
Employer 92,358 87,362 84,183
---------- ---------- ----------
215,501 203,830 196,425
Withdrawals (159,936) (42,685) ( 10,723)
---------- ---------- ----------
Net increase in Plan Equity 570,101 795,100 118,466
Plan Equity - Beginning of Period 1,998,567 1,203,467 1,085,001
---------- ---------- ----------
Plan Equity - End of Period $2,568,668 $1,998,567 $1,203,467
========== ========== ==========
</TABLE>
See notes to financial statements.
5
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
Note 1 - Summary of Accounting Policies
Description of the Plan
Huntington Bancshares Incorporated ("Huntington") adopted the Huntington
Supplemental Stock Purchase and Tax Savings Plan and Trust (the "Plan")
effective March 1, 1989. Huntington subsequently amended the Plan on May 24,
1989, and February 9, 1990. The following summary describes the Plan as amended
and restated.
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 purpose of the Plan is to provide a supplemental savings
program for employees of Huntington and its participating affiliates who are
subject to restrictions on the amount of contributions they can make to the
Huntington Stock Purchase and Tax Savings Plan because of the annual limitation
on elective deferrals and the limitation on the amount of compensation that can
be taken into account under such a tax qualified plan.
Each eligible employee may elect to have all or any portion of the pre-tax
matched contributions that he or she elected to defer under the Huntington
Stock Purchase and Tax Savings Plan, but which cannot be allocated to his or
her pre-tax account under such plan because of the annual limitation on
deferrals imposed by applicable tax laws, allocated to his or her account under
the Plan.
Concurrently with the payment of the participant's supplemental pre-tax matched
contributions, his or her employer shall make a matching contribution to the
Plan on behalf of the participant equal to 75% of the participant's
supplemental pre-tax matched contributions. Matching contributions may be made
in the form of cash or Huntington Bancshares Incorporated common stock ("Common
Stock"), or a combination thereof.
Amounts held in the trust fund are invested by the Trustee in Common Stock. The
Trustee maintains a separate account for each participant which reflects such
participant's share of assets held in the Plan. Employee and employer
contributions are fully vested at all times.
Distributions are made in a lump sum upon death or termination of employment
with Huntington or its affiliates.
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The Plan is administered by the Stock Purchase Plan Committee (the
"Committee"), which is appointed by Huntington's Board of Directors. None of
the members of the Committee receives compensation from the assets of the Plan.
Huntington's Board of Directors may amend or terminate the Plan at any time
provided that no such amendment or termination will affect the rights of
participants to amounts previously credited to their accounts.
Investments
The Trustee invests contributed amounts solely in Common Stock. These shares
are carried at market value as determined by quoted prices reported by The
NASDAQ Stock Market. The cost of specific investments sold is used to compute
realized gains and losses.
Withdrawals
Withdrawals in the form of Common Stock are reported at market value.
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 in
connection with the purchase of securities, are paid by Huntington and
participating affiliates. Expenses incurred in administering the Plan totaled
$8,083, $6,502, and $5,335, for 1996, 1995, and 1994, respectively.
Note 2 - Cash Equivalents
The Plan temporarily invests cash and cash equivalents in Huntington Trust
Company, National Association sponsored Monitor Money Market Funds.
7
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Note 3 - Federal Income Taxes
The Plan is established as an unfunded deferred compensation plan under the
Internal Revenue Code. Accordingly, a participant will not incur federal income
tax liability when compensation is deferred pursuant to the Plan, when matched
contributions are made to the Plan, when Common Stock is purchased for a
participant's account, or when dividends are paid to a participant's account on
such shares. Rather, a participant will incur federal income tax liability for
such contributions and income only when distributions are made to a
participant.
Huntington is subject to 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.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code.
The Plan is subject to certain provisions of the Employee Retirement Income
Security Act of 1974.
Note 4 - Net Realized and Unrealized Appreciation (Depreciation) of Investments
The following tables summarize the net realized and unrealized appreciation
(depreciation) of the Plan's investments in Common Stock for each of the three
years in the period ended December 31, 1996:
<TABLE>
<CAPTION>
1996 1995 1994
------------ ----------- -----------
<S> <C> <C> <C>
Aggregate proceeds $ 159,936 $ 42,648 $ 10,646
Aggregate cost 93,100 28,576 6,305
----------- ----------- -----------
Net realized gains $ 66,836 $ 14,072 $ 4,341
=========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
1996 1995 1994
----------- ---------- ----------
<S> <C> <C> <C>
Market value $2,549,615 $1,982,452 $1,169,900
Cost 1,328,622 1,136,879 884,651
---------- ---------- ----------
Accumulated unrealized appreciation $1,220,993 $ 845,573 $ 285,249
========== ========== ==========
Change in accumulated unrealized
appreciation between years $ 375,420 $ 560,324 $(115,745)
========== ========== ==========
</TABLE>
8
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee of the Huntington Supplemental Stock Purchase and Tax Savings Plan
and Trust has duly caused this annual report to be signed by the undersigned
thereunto duly authorized.
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
Date: March 28, 1997 By: /s/ Leslie P. Ridout
---------------------------------------
Leslie P. Ridout
Executive Vice President
Huntington Bancshares Incorporated
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Exhibit 23
Exhibit to the Annual
Report (Form 11-K) of the
Huntington Supplemental
Stock Purchase and Tax
Savings Plan and Trust for
the fiscal year ended
December 31, 1996.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-44208) pertaining to the Huntington Supplemental Stock
Purchase and Tax Savings Plan and Trust and in the related Prospectus of our
report dated March 21, 1997 with respect to the financial statements of the
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust included
in this Annual Report (Form 11-K) for the year ended December 31, 1996.
/s/ ERNST & YOUNG LLP
Columbus, Ohio
March 21, 1997
10
