<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, 1997
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
<PAGE> 2
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Page
----
Report of Independent Auditors 3
Statements of Financial Condition -
December 31, 1997 and 1996 4
Statements of Income and Changes in Plan Equity -
For the years ended December 31, 1997, 1996, and 1995 5
Notes to Financial Statements 6
Exhibit
Consent of Independent Auditors 10
2
<PAGE> 3
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, 1997 and 1996, and the related statements of income and
changes in plan equity for each of the three years in the period ended December
31, 1997. 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, 1997 and 1996, 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, 1997, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
Columbus, Ohio
March 27, 1998
3
<PAGE> 4
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF FINANCIAL CONDITION
December 31,
1997 1996
---- ----
ASSETS
- ------
Investments, at market value:
Huntington Bancshares Incorporated
Common Stock: 113,403 shares in 1997
and 96,668 shares in 1996; Cost:
$1,590,957 in 1997 and $1,328,622
in 1996 (Note 4) $4,082,581 $2,549,615
Accrued dividends and interest receivable 22,368 19,047
Cash and cash equivalents (Note 2) 19,804 20,252
---------- ----------
TOTAL ASSETS $4,124,753 $2,588,914
========== ==========
LIABILITIES AND PLAN EQUITY
- ---------------------------
Stock purchase payable $ 42,121 $ 20,246
Plan Equity 4,082,632 2,568,668
---------- ----------
TOTAL LIABILITIES AND PLAN EQUITY $4,124,753 $2,588,914
========== ==========
See notes to financial statements.
4
<PAGE> 5
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
<TABLE>
<CAPTION>
Year ended December 31,
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Investment income:
Cash dividends on Huntington Bancshares
Incorporated Common Stock $ 83,418 $ 72,117 $ 59,321
Interest 260 163 238
---------- ---------- ----------
83,678 72,280 59,559
Realized gains on investments (Note 4) 43,407 66,836 14,072
Unrealized appreciation of investments (Note 4) 1,270,631 375,420 560,324
Contributions:
Employees 117,192 123,143 116,468
Employer 87,895 92,358 87,362
---------- ---------- ----------
205,087 215,501 203,830
Distributions (88,839) (159,936) (42,685)
---------- ---------- ----------
Net increase in Plan Equity 1,513,964 570,101 795,100
Plan Equity - Beginning of Period 2,568,668 1,998,567 1,203,467
---------- ---------- ----------
Plan Equity - End of Period $4,082,632 $2,568,668 $1,998,567
========== ========== ==========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE
AND TAX SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 1997
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, February 9, 1990, and November 19, 1997. 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 National Bank (the "Trustee"). The
purpose of the Plan is to provide a supplemental savings program for eligible
employees of Huntington and its related companies who are unable to make
contributions to the Huntington Stock Purchase and Tax Savings Plan (the
"Qualified Plan") because the employees have made the maximum elective deferrals
under Internal Revenue Code section 402(g) or the maximum elective contributions
under the terms of the Qualified Plan. Prior to January 1, 1998, eligible
employees are defined as individuals who are unable to defer compensation by
Internal Revenue Code sections 402(g) or 401(a)(17), respectively. Effective
January 1, 1998, eligible employees are defined as individuals who are
determined by the Compensation and Stock Option Committee of the Huntington
Board of Directors to be members of a select group of management or highly
compensated employees and who are designated by such committee to be Eligible
Employees under the Plan.
Each eligible employee may elect to have all or any portion of the pre-tax
contributions that he or she elected to defer under the Qualified 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
contributions, his or her employer shall make a matching contribution to the
Plan on behalf of the participant. Before April 1, 1998, the matching
contributions is equal to 75% of the participant's supplemental pre-tax
contributions to the Plan. Effective April 1, 1998, the matching contributions
shall be equal to 100% of the participant's supplemental pre-tax contributions
to the Plan up to the first 3% of the participant's compensation and 50% of the
participant's supplemental pre-tax contributions to the Plan on the 4th and 5th
percent of the participant's compensation. Matching contributions may be made in
the form of cash or Huntington common stock ("Common Stock"), or a combination
thereof.
6
<PAGE> 7
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.
The Plan is administered by an administrative committee (the "Committee"), which
is appointed annually by Huntington's Board of Directors (the "Board"). The
Committee members serve until they resign and their successors are appointed 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.
The Board 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.
Distributions
Distributions are made from the Plan in shares of Common Stock and 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
$10,954, $8,083, and $6,502, for 1997, 1996, and 1995, respectively.
Note 2 - Cash Equivalents
The Plan temporarily invests cash and cash equivalents in The Huntington
National Bank sponsored Monitor Money Market Funds.
7
<PAGE> 8
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 matching
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 of Investments
The following tables summarize the net realized and unrealized appreciation of
the Plan's investments in Common Stock for each of the three years in the period
ended December 31, 1997:
1997 1996 1995
---- ---- ----
Aggregate proceeds $88,839 $159,936 $42,648
Aggregate cost 45,432 93,100 28,576
------- -------- -------
Net realized gains $43,407 $ 66,836 $14,072
======= ======== =======
1997 1996 1995
---- ---- ----
Market value $4,082,581 $2,549,615 $1,982,452
Cost 1,590,957 1,328,622 1,136,879
---------- ---------- ----------
Accumulated unrealized appreciation $2,491,624 $1,220,993 $ 845,573
========== ========== ==========
Change in accumulated unrealized
appreciation between years $1,270,631 $ 375,420 $ 560,324
========== ========== ==========
8
<PAGE> 9
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 27, 1998 By: /s/ LESLIE P. RIDOUT
------------------ ---------------------------
Leslie P. Ridout, Jr.
Executive Vice President
Huntington Bancshares Incorporated
9
<PAGE> 1
Exhibit to the Annual Report
(Form 11-K) of the Huntington
Supplemental Stock Purchase
and Tax Savings Plan and Trust
for the year ended December
31, 1997
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 27, 1998, 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, 1997.
/s/ Ernst & Young LLP
Columbus, Ohio
March 27, 1998
