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UNITED STATES 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 |
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006 |
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 Huntington Bancshares Incorporated 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 HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
INDEX TO PLAN FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm – Deloitte & Touche LLP
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Statements of Net Assets Available for Benefits – December 31, 2006 and 2005
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Statements of Changes in Net Assets Available for Benefits –
For the years ended December 31, 2006, 2005, and 2004
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Notes to Plan Financial Statements
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Signatures
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Exhibit
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Huntington Bancshares Incorporated
Deferred Compensation Plan and Trust for
Huntington Bancshares Incorporated 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 Huntington Bancshares Incorporated
Directors (the “Plan”) as of December 31, 2006 and 2005, and the related statements of changes in
net assets available for benefits for each of the three years in the period ended December 31,
2006. 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, 2006 and 2005, and the changes in net assets
available for benefits for each of the three years in the period ended December 31, 2006 in
conformity with accounting principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
March 23, 2007
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HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2006 |
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2005 |
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ASSETS |
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Investments,
at fair value: |
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Huntington Bancshares Incorporated
Common Stock: 176,635 shares in
2006 and 184,658 shares in 2005;
Cost: $3,294,425 in 2006 and
$3,570,669 in 2005 |
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4,195,081 |
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4,385,627 |
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Mutual fund |
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14,571 |
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382 |
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Accrued dividends and interest receivable |
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44,169 |
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39,748 |
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Contributions receivable |
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— |
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16,000 |
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TOTAL ASSETS |
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4,253,821 |
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$ |
4,441,757 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
4,253,821 |
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$ |
4,441,757 |
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See notes to plan financial statements.
4
HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year ended December 31, |
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2006 |
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2005 |
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2004 |
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Investment
income (loss): |
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Net appreciation (depreciation) in fair
value of investments |
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34,440 |
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(191,615 |
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$ |
390,870 |
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Dividends |
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190,095 |
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149,508 |
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128,915 |
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Interest |
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877 |
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5,632 |
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1,166 |
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Net investment income (loss) |
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225,412 |
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(36,475 |
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520,951 |
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Director contributions |
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475,500 |
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397,000 |
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414,425 |
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Contributions receivable |
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16,000 |
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Distributions |
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(888,848 |
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(411,348 |
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(378,150 |
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Net (decrease) increase in net assets |
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(187,936 |
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(34,823 |
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557,226 |
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Net assets available for benefits
– beginning of year |
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4,441,757 |
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4,476,580 |
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3,919,354 |
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Net assets available for benefits
– end of year |
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4,253,821 |
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$ |
4,441,757 |
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$ |
4,476,580 |
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See notes to plan financial statements.
5
HUNTINGTON BANCSHARES INCORPORATED
DEFERRED COMPENSATION PLAN AND TRUST
FOR HUNTINGTON BANCSHARES INCORPORATED DIRECTORS
NOTES TO PLAN FINANCIAL STATEMENTS
Note 1
– 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
was subsequently amended on May 17, 2000. 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 bank subsidiary, The Huntington National Bank (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
cash compensation payable to him or her for services as a Director. Huntington transfers the
amount of the cash compensation deferred by a Director pursuant to the Plan to a trust fund
administered by the Trustee. These funds are fully vested upon contribution.
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.
Members of the Committee do not receive 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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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
Huntington 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, 2006 and 2005, 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
closing 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 $3,173 for 2006, $3,060 for 2005, and $2,700 for 2004.
Note 3
– Mutual Fund
The Plan temporarily invests cash and cash equivalents in The Huntington National Bank sponsored
Huntington Money Market Fund.
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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 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, 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 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
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| Date: March 26, 2007 |
By: |
/s/ Donald R. Kimble
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Donald R. Kimble |
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Executive Vice President and
Chief Financial Officer
Huntington Bancshares Incorporated |
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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 year ended
December 31, 2006
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Post-Effective Amendment No. 2 to Registration
Statement No. 33-41774 on Form S-8 of our report dated March 23, 2007, appearing in this Annual
Report on Form 11-K of Huntington Bancshares Incorporated Deferred Compensation Plan and Trust for
Huntington Bancshares Incorporated Directors for the year ended December 31, 2006.
/s/ Deloitte & Touche LLP
Deloitte
& Touche LLP
Columbus, Ohio
March 23, 2007
10