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, 2001
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
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
INDEX TO FINANCIAL STATEMENTS
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Page
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Report of Independent Auditors 3
Statements of Financial Condition -
December 31, 2001 and 2000 4
Statements of Income and Changes in Plan Equity -
For the years ended December 31, 2001, 2000, and 1999 5
Notes to Financial Statements 6
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, 2001 and 2000, and the related statements of income and
changes in plan equity for each of the three years in the period ended December
31, 2001. 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 auditing standards generally accepted
in the 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. 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, 2001 and 2000, 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, 2001, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
Columbus, Ohio
March 28, 2002
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TAX SAVINGS PLAN AND TRUST
STATEMENT OF FINANCIAL CONDITION
December 31,
2001 2000
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ASSETS
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Investments, at market value:
Huntington Bancshares Incorporated
Common Stock: 28,839 shares in 2001
and 120,477 shares in 2000;
Cost: $431,225 in 2001 and $1,679,085
in 2000 (Note 4) $ 495,925 $ 1,950,231
Contributions, income and other receivables 3,959 23,898
Cash and cash equivalents (Note 2) 78,530 23,175
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TOTAL ASSETS $ 578,414 $ 1,997,304
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LIABILITIES AND PLAN EQUITY
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Stock purchase payable and other liabilities $ 78,500 $ ---
Plan equity 499,914 1,997,304
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TOTAL LIABILITIES AND PLAN EQUITY $ 578,414 $ 1,997,304
=====================================================================================================================
See notes to financial statements.
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE PLAN AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31,
2001 2000 1999
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Investment income:
Cash dividends on Huntington Bancshares
Incorporated Common Stock $ 39,012 $ 85,327 $ 68,645
Interest 731 504 537
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39,743 85,831 69,182
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Realized gains on investments (Note 4) 137,039 35,776 237,105
Unrealized depreciation of investments
(Note 4) (206,446) (612,433) (408,533)
Contributions:
Employees 140,185 236,005 251,753
Employer 54,318 102,111 108,550
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194,503 338,116 360,303
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Distributions (1,662,229) (126,989) (391,055)
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Net decrease in Plan Equity (1,497,390) (279,699) (132,998)
Plan equity - Beginning of Period 1,997,304 2,277,003 2,410,001
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Plan equity - End of Period $ 499,914 $1,997,304 $2,277,003
==========================================================================================================================
See notes to financial statements.
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HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
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. Huntington restated the plan
on April 19, 2001. 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 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 Investment 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. 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. Matching contributions are 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 Bancshares Incorporated common stock ("Common
Stock"), or a combination thereof.
The Trustee invests amounts held in the trust fund 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, but subject to the rights of creditors of the
corporation and the respective employer, at all times.
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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 primarily in Common Stock. These
shares are carried at market value as determined by quoted prices reported by
The Nasdaq Stock Market.
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
$38,000 for 2001, 2000 and 1999.
Note 2 - Cash Equivalents
The Plan temporarily invests cash and cash equivalents in The Huntington
National Bank sponsored Huntington Funds.
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.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code.
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.
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Note 4 - Net Realized and Unrealized Appreciation of Investments
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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, 2001:
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2001 2000 1999
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Aggregate proceeds $ 1,662,229 $ 126,989 $ 391,055
Aggregate cost 1,525,190 91,213 153,950
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Net realized gains $ 137,039 $ 35,776 $ 237,105
==============================================================================================================================
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2001 2000 1999
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Market value $ 495,925 $ 1,950,231 $ 2,258,231
Cost 431,225 1,679,085 1,374,652
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Accumulated unrealized appreciation $ 64,700 $ 271,146 $ 883,579
==============================================================================================================================
Change in accumulated unrealized
appreciation between years $ (206,446) $ (612,433) $ (408,533)
==============================================================================================================================
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SIGNATURES
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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, 2002 By: /s/ Leslie P. Ridout
------------------------- -----------------------------------
Leslie P. Ridout, Jr.
Executive Vice President
Huntington Bancshares Incorporated
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