Huntington Bancshares Incorporated 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM 11-K
(Mark one)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
1934 |
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934 |
COMMISSION FILE NO. 0-2525
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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 Directors
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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
HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST FOR DIRECTORS
INDEX TO FINANCIAL STATEMENTS
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Exhibits |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Huntington Bancshares Incorporated
Deferred Compensation Plan and Trust for Directors
Columbus, Ohio
We have
audited the accompanying statements of net assets available for benefits of the Huntington
Bancshares Incorporated Deferred Compensation Plan and Trust for Directors (the “Plan”) as of
December 31, 2005 and 2004, and the related statements of changes in net assets available for
benefits for the years then ended. 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 standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by Plan 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, such financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in net assets
available for benefits for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
March 24, 2006
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Huntington Bancshares Incorporated
We have audited the accompanying statement of changes in net assets available for benefits of the
Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Directors (the Plan)
for the year ended December 31, 2003. This financial statement is the responsibility of the Plan’s
management. Our responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. We
were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the accompanying statement of changes in net assets available for benefits of the
Plan, presents fairly, in all material respects, the changes in net assets available for benefits
for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
Columbus, Ohio
March 26, 2004
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HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST FOR DIRECTORS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2005 |
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2004 |
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ASSETS |
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Investments, at market value: |
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Huntington Bancshares Incorporated
Common Stock: 161,057 shares in
2005 and 188,150 shares in 2004; Cost: $2,213,618 in 2005
and $2,936,952 in 2004 |
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3,825,104 |
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4,654,831 |
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Accrued dividends and interest receivable |
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34,589 |
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37,630 |
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Cash and cash equivalents |
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— |
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226 |
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TOTAL ASSETS |
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$ |
3,859,693 |
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$ |
4,692,687 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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3,859,693 |
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$ |
4,692,687 |
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See notes to plan financial statements.
5
HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST FOR DIRECTORS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Years ended December 31, |
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2005 |
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2004 |
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2003 |
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Investment (loss) income: |
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Net (depreciation) appreciation in fair
value of investments |
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(174,820 |
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624,922 |
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1,477,790 |
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Dividends |
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148,246 |
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197,304 |
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260,468 |
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Interest |
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36 |
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573 |
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354 |
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Net investment (loss) income |
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(26,538 |
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822,799 |
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1,738,612 |
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Contributions: |
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Company |
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40,387 |
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53,288 |
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Director |
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161,550 |
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213,150 |
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Total contributions |
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201,937 |
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266,438 |
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Distributions |
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(806,456 |
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(5,020,271 |
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(581,927 |
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Net (decrease) increase in net assets |
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(832,994 |
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(3,995,535 |
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1,423,123 |
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Net assets available for benefits
- beginning of year |
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4,692,687 |
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8,688,222 |
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7,265,099 |
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Net assets available for benefits
- end of year |
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3,859,693 |
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4,692,687 |
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$ |
8,688,222 |
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See notes to plan financial statements.
6
HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST FOR DIRECTORS
NOTES TO PLAN FINANCIAL STATEMENTS
Note 1 — Description of the Plan
The Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for Directors (the
“Plan”) was adopted by the Board of Directors of Huntington Bancshares Incorporated (“Huntington”)
on September 15, 1986, to be effective on that date. The Plan was subsequently amended on August
19, 1987, and April 25, 1991. The following summary describes the Plan as amended and restated.
The Plan is in the form of a trust agreement between Huntington and the trust division of its
wholly-owned subsidiary, The Huntington National Bank (the “Trustee”). The Plan provides each
director of Huntington’s participating affiliates (a “Director”) with the option to defer receipt
of all or a portion of the cash compensation payable to him or her for services as a Director.
Concurrently with the payment of the participant’s contribution to the Plan, Huntington makes a
matching contribution equal to 25% of the participant’s contribution. Huntington transfers the
total amount to a trust fund administered by the Trustee. These funds are fully vested upon
contribution. Effective July 15, 2004, there are no longer any active Directors participating in
the Plan. As a result, there have been no contributions in 2005.
Amounts held in the trust fund may be invested by the Trustee in common stock, common trust funds,
real estate, and other property that 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 assets in the
Plan are subject to the claims of creditors of Huntington.
Section 8.1 of the Plan requires that the Plan be administered by an Administrative Committee (the
“Committee”) whose members shall be appointed by the Board of Directors of Huntington (the Board).
The members of the Committee are appointed annually by the Board and 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.
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.
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Effective April 25, 1991, the Plan was amended to exclude directors of Huntington from future
participation in the Plan. Contributions previously made on behalf of Huntington Directors, and
related earnings thereon, were not affected by the amendment.
Note 2 – Summary of Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires Plan management to make estimates and assumptions that
affect the reported amounts of net assets available for benefits and changes therein. Actual
results could differ from those estimates. The Plan invests in common stock. Investment
securities, in general, are exposed to various risks, such as interest rate, credit, and overall
market volatility. Due to the level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities will occur in the near term
and that such changes could materially affect the amounts reported in the financial statements.
Investments
As of December 31, 2005 and 2004, 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 NASDAQ Stock Market. The weighted average cost of specific investments sold
is used to compute realized gains and losses.
Distributions
Distributions in the form of Common Stock are reported at market value on the date of distribution.
Income and Expenses
Cash dividends are accrued as of the record date. 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 $2,842 for 2005, $3,200 for 2004, and $4,000 for 2003.
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Note 3 – Cash and Cash Equivalents
The Plan temporarily invests cash and cash equivalents in The Huntington National Bank sponsored
Huntington Money Market Mutual Funds.
Note 4 – Federal Income Taxes
The Plan is established as 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 matched contributions are made 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 has received a ruling from the
Internal Revenue Service that the operation of the Plan has the tax consequences described above.
Huntington, rather than the Plan, 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.
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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 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 DIRECTORS
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Date: March 24, 2006
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By:
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/s/ Donald R. Kimble
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Donald R. Kimble
Chief Financial Officer, Controller
Huntington Bancshares Incorporated |
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Exhibits to the Annual Report (Form 11-K) of the Huntington Bancshares Incorporated Deferred
Compensation Plan and Trust for Directors for the year ended December 31, 2005
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Post-Effective Amendment No. 2 to the Registration
Statement No. 33-10546 on Form S-8 of our report dated March 24, 2006, appearing in this Annual
Report on Form 11-K of Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for
Directors for the year ended December 31, 2005.
/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
March 24, 2006
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Post-Effective Amendment No. 2 to the Registration
Statement (Form S-8 No. 33-10546) pertaining to the Huntington Bancshares Incorporated Deferred
Compensation Plan and Trust for Directors of our report dated March 26, 2004, with respect to the
financial statements of the Huntington Bancshares Incorporated Deferred Compensation Plan and Trust
for Directors included in this Annual Report (Form 11-K) for the year ended December 31, 2005.
/s/ Ernst & Young LLP
Columbus, Ohio
March 23, 2006
11