<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------------------
DATE OF REPORT: JANUARY 14, 1998
----------------------
HUNTINGTON BANCSHARES INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------------
Maryland 0-2525 31-0724920
- ---------------- --------------------- ----------------------
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
----------------------
Huntington Center
41 South High Street
Columbus, Ohio 43287
(614) 480-8300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
----------------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 14, 1998, Huntington Bancshares Incorporated issued a news
release announcing its earnings for the fourth quarter and year ended December
31, 1997. The information contained in the news release, which is attached as an
exhibit to this report, is incorporated herein by reference.
The information contained or incorporated by reference in this Current
Report on Form 8-K may contain forward-looking statements which are subject to
numerous assumptions, risks, and uncertainties. Actual results could differ
materially from those contained or implied by such statements for a variety of
factors, including: changes in economic conditions, movements in interest rates,
competitive pressures on product pricing and services, success and timing of
business strategies, and the nature and extent of legislative and regulatory
actions and reforms.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 99 -- News release of Huntington Bancshares Incorporated, dated
January 14, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUNTINGTON BANCSHARES INCORPORATED
Date: January 20, 1998 By: /s/ Gerald R. Williams
--------------------------------------------
Gerald R. Williams, Executive Vice President
and Chief Financial
Officer
<PAGE> 3
EXHIBIT INDEX
Exhibit No. Description Page
99 * News release of Huntington Bancshares
Incorporated issued on January 14, 1998.
- -------------------
* Filed with this report.
<PAGE> 1
Exhibit 99
NEWS RELEASE HUNTINGTON BANKS LOGO
FOR IMMEDIATE RELEASE
January 14, 1998
For Further Information, Contact:
Media Analysts
- ----- --------
Hillary Jeffers (614) 480-5413 Anne Creek (614) 480-3954
Laurie Counsel (614) 480-3878
HUNTINGTON BANCSHARES REPORTS RECORD EARNINGS
FOR FOURTH QUARTER AND FULL YEAR 1997
COLUMBUS, Ohio -- Huntington Bancshares Incorporated (NASDAQ: HBAN;
www.huntington.com) today reported record fourth quarter net income of $90.7
million, or $.47 (basic earnings) per common share, an increase of 14.6% and
11.9%, respectively, over the fourth quarter of 1996. Key performance measures
were equally strong; return on average equity (ROE) was 18.23% and return on
average assets (ROA) was 1.41% for the quarter, up from 17.69% and 1.32% for the
same period last year. The 1997 results discussed throughout the text of this
release do not include the non-recurring charges taken in the third quarter
related to the acquisition of First Michigan Bank Corporation.
For the full year 1997, net income was $338.9 million, or $1.78 (basic
earnings) per common share, an increase of 11.4% and 12.7%, respectively, over
the $304.3 million and $1.58 earned in 1996. ROE and ROA were 17.88% and 1.35%,
respectively, in the past twelve months, up from 17.13% and 1.30% last year.
"1997 was a significant year for Huntington Bancshares, both for what our
company accomplished and for the steps taken to position The Huntington for
continued success," said Frank Wobst, chairman and chief executive officer. "It
was a year of many challenges and changes, but most importantly, it was a good
year. In truly financial terms, it was one of the best years in our history, and
it was especially gratifying to end the year with such sound financial
performance.
"Operationally, we have also made much progress: we became one of the first
banks in the nation to operate as one bank, restructuring our regions for
maximum efficiency and
(more)
VISIT THE HUNTINGTON'S WEB SITE AT www.huntington.com
<PAGE> 2
successfully converting most of them to a common operating system; we have
increased our market penetration through the opening of new offices and by
introducing Internet banking; and, we have expanded our markets geographically
through the acquisition of banks and banking offices in Michigan and Florida."
Net interest income for the fourth quarter was $259.6 million, up $30.5
million, or 13.3%, from the year-ago quarter. Growth was primarily due to a 7.8%
increase in average loans further bolstered by a 25 basis point increase in the
net interest margin, which rose to 4.44% from 4.19% in 1996. Average core
deposits grew 8.3% to $15.3 billion from $14.1 in the 1996 fourth quarter. Full
year 1997 net interest income increased 14.8% to $1,027.2 million versus $895.1
million in 1996. Average total loans were up 10.0% for the year and core
deposits increased 6.1%.
Non-interest income was strong in both quarter over quarter and full year
comparisons. Fourth quarter non-interest income, excluding securities gains,
increased 18.3% to $87.5 million, from $73.9 million in 1996. Excluding
securities gains, non-interest income increased 13.0% in 1997 to $334.9 million,
compared with $296.4 million in 1996. The increase reflected growth in nearly
all categories, most notably mortgage banking (up 26.8%), electronic banking
fees (up 88.6%), and investment product sales (up 36.4%)
Non-interest expense for the three and twelve month periods just ended was
$188.5 million and $751.9 million compared with $165.0 million and $675.5
million the same time a year ago. The year over year increase in commissions (up
46.7%) represents a change in the way in which Huntington compensates employees
as a result of its pro-active selling emphasis. Similarly, the increase in
advertising (up 65%) reflects spending to promote and solidify brand awareness
in the company's markets. The efficiency ratio showed improvement, dropping to
53.9% and 54.9% for the fourth quarter and twelve months just ended compared
with 54.8% and 56.6%, respectively, for the corresponding periods last year.
Credit quality remained solid. Nonperforming assets at 1997 year-end were
$87.1 million, or 0.49% of total loans and other real estate, compared with
0.46% last year. The allowance for loan losses increased to $258.2 million, or
1.46% of loans, at December 31, 1997 compared with $230.8 million, or 1.38% of
loans, at the same time last year. The net charge-off
(more)
<PAGE> 3
ratio for the fourth quarter was 0.61%, up only slightly from the year ago
quarter at 0.60%. Net charge-offs for the year were 0.50%.
Huntington's average equity to average assets was 7.53% in the most recent
twelve month period. The company continues to maintain a strong capital
position, exceeding requirements for a "well-capitalized" institution. Tier I
and total risk based capital ratios were 8.83% and 11.68%, respectively, at
December 31, 1997.
With over 132 years of serving the financial needs of its customers,
Huntington Bancshares Incorporated is a regional bank holding company
headquartered in Columbus, Ohio with assets in excess of $26 billion. Huntington
provides innovative products and services through its 544 offices in Ohio,
Florida, Georgia, Indiana, Kentucky, Maryland, Michigan, New Jersey, North
Carolina, Pennsylvania, South Carolina, Virginia and West Virginia. Huntington
also offers products and services through its technologically-advanced, 24-hour
telephone bank, a network of more than 1,250 ATMs and its Web Bank at
www.huntington.com. Huntington was added to the S & P 500 Index in August, 1997.
For faxed copies of current news releases, please call our fax-on-demand
service, Company News on Call, at (800) 758-5804 extension 423276.
###
<PAGE> 4
HUNTINGTON BANCSHARES INCORPORATED
COMPARATIVE SUMMARY (CONSOLIDATED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
CONSOLIDATED RESULTS THREE MONTHS ENDED TWELVE MONTHS ENDED
OF OPERATIONS DECEMBER 31, CHANGE DECEMBER 31, CHANGE
- ---------------------------- ------------------------------------- -----------------------------------------
1997 1996 % 1997 1996 %
-------- -------- ----- ---------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Interest Income $499,760 $452,716 10.4 % $1,981,473 $1,775,734 11.6 %
Interest Expense 240,197 223,664 7.4 954,243 880,648 8.4
-------- -------- ---------- ----------
Net Interest Income 259,563 229,052 13.3 1,027,230 895,086 14.8
Provision for Loan Losses 26,235 25,038 4.8 107,797 76,371 41.1
Securities Gains 1,034 4,240 (75.6) 7,978 17,620 (54.7)
Non-Interest Income 87,476 73,930 18.3 334,861 296,443 13.0
Non-Interest Expense 188,532 165,008 14.3 803,108 675,510 18.9
Provision for Income Taxes 42,657 38,044 12.1 166,501 152,999 8.8
-------- -------- ---------- ----------
NET INCOME $ 90,649 $ 79,132 14.6 % $ 292,663 $ 304,269 (3.8)%
======== ======== ========== ==========
OPERATING EARNINGS (1)
- ----------------------
Net Income $ 90,649 $ 79,132 14.6 % $ 338,897 $ 304,269 11.4 %
======== ======== ========== ==========
Net Income per Common Share
Basic $0.47 $0.42 11.9 % $1.78 $1.58 12.7 %
Diluted $0.47 $0.41 14.6 % $1.76 $1.57 12.1 %
PER COMMON SHARE AMOUNTS (2)
- ----------------------------
Net Income
Basic $0.47 $0.42 11.9 % $1.53 $1.58 (3.2)%
Diluted $0.47 $0.41 14.6 % $1.52 $1.57 (3.2)%
Cash Dividends Declared $0.20 $0.18 11.1 % $0.76 $0.68 11.8 %
Shareholders' Equity
(period end) $10.56 $9.46 11.6 % $10.56 $9.46 11.6 %
AVERAGE COMMON SHARES
OUTSTANDING (2) 191,522 190,156 0.7 % 190,804 192,492 (0.9)%
KEY RATIOS
- ----------
Return On:
Average Total Assets 1.41 % 1.32 % 1.16 % 1.30 %
Average Shareholders' Equity 18.23 % 17.69 % 15.44 % 17.13 %
Efficiency Ratio (3) 53.89 % 54.80 % 54.91 % 56.59 %
Net Interest Margin 4.44 % 4.19 % 4.44 % 4.19 %
Average Equity/Average Assets 7.76 % 7.48 % 7.53 % 7.60 %
Period-end Capital Ratios (4):
Tier I Risk-Based 8.83 % 8.11 % 8.83 % 8.11 %
Total Risk-Based 11.68 % 11.29 % 11.68 % 11.29 %
Tier I Leverage 7.77 % 6.80 % 7.77 % 6.80 %
<CAPTION>
CONSOLIDATED STATEMENT
OF CONDITION DATA AT DECEMBER 31,
- ------------------------------- -------------------------------------------- CHANGE
1997 1996 %
----------- ----------- ------
<S> <C> <C> <C>
Total Loans $17,738,248 $16,758,155 5.8 %
Total Deposits $17,983,718 $16,402,312 9.6
Total Assets $26,730,540 $24,371,946 9.7
Shareholders' Equity $ 2,025,391 $ 1,785,658 13.4
ASSET QUALITY
- -------------
Non-performing loans $ 71,803 $ 59,462
Total non-performing assets $ 87,146 $ 76,670
Allowance for loan losses/total loans 1.46 % 1.38 %
Allowance for loan losses/non-performing loans 359.55 % 388.11 %
Allowance for loan losses and other real
estate/non-performing assets 294.32 % 297.12 %
</TABLE>
(1) Reported results as adjusted to exclude the impact of special charges in
connection with the First Michigan acquisition.
(2) Adjusted for stock splits and stock dividends, as applicable.
(3) Excludes merger-related special charges.
(4) Estimated.
