PRICING SUPPLEMENT
Pricing Supplement No. 12 Filing Under Rule 424 (b) (5)
Dated: December 11, 2002 Registration File No. 33-63175
(To Prospectus dated October 6, 1995 and Prospectus Supplement dated October 17,
1995)
CUSIP No. 44615QAY3
$750,000,000
HUNTINGTON BANCSHARES INCORPORATED
MEDIUM TERM NOTES, SERIES B
Principal Amount: $50,000,000 Floating Rate Notes:
Interest Rate (if fixed rate): N/A Interest Rate Basis: LIBOR Telerate
Stated Maturity: December 16, 2004 Index Maturity: 3 month
Minimum denominations: A/S Spread: + 20 bps
Issue Price (as a percentage Spread Multiplier: N/A
of principal amount): 99.86089%* Maximum Rate: N/A
Agents' commission (%): N/A Minimum Rate: N/A
Net proceeds to the Company: $49,930,445 Initial Interest Rate: 1.61%
Settlement date (original issue date): December 16, 2002 Interest Reset Date(s):Each Interest Payment Date
Redemption Commencement Date (if any): N/A Interest Reset Period: Quarterly
Initial Redemption Percentage (if any): N/A Interest Determination Date(s): A/S
Annual Redemption Percentage Calculation Date(s): A/S
Reduction (if any): N/A Interest Payment Date(s): Quarterly on March
Repayment Date (if any): N/A 16, June 16,
Initial Repayment Percentage (if any): N/A September 16,
Annual Repayment Percentage December 16, and
Reduction (if any): N/A otherwise A/S
Interest Payment Period(s): Quarterly
Regular Record Date(s): A/S
* Salomon Smith Barney has purchased the Notes as principal in this transaction
for resale to one or more investors or other purchasers at varying prices
related to prevailing market conditions at the time or times of resale as
determined by Salomon Smith Barney.
Additional terms: Interest will be computed on the basis of the actual
number of days in the year divided by 360. The calculation agent will be
JPMorgan Chase Bank, as successor to The Chase Manhattan Bank (National
Association).
Beginning on page 2, this Pricing Supplement supplements the information
provided in the Prospectus Supplement under the caption "United States Income
Taxation."
As of the date of this Pricing Supplement, the aggregate principal amount
of the Debt Securities (as defined in the Prospectus) which have been sold
(including the Notes to which this Pricing Supplement relates) is $455,000,000.
"N/A" as used herein means "Not Applicable." "A/S" as used herein means "as
stated in the Prospectus Supplement referred to above."
SALOMON SMITH BARNEY
UNITED STATES FEDERAL INCOME TAXATION
The following summary supplements, and to the extent inconsistent with,
replaces, certain sections of the "United States Federal Income Taxation"
discussion contained in the Prospectus Supplement, dated October 17, 1995.
Except as modified or supplemented below, investors should refer to the
Prospectus Supplement for a summary description of the material United Stated
federal income tax consequences relating to an investment in the Notes.
PAYMENTS OF INTEREST; UNITED STATES HOLDERS
The term "United States Holder" has been revised as it applies to
trusts. A trust will be considered a United States Holder is a court within the
United States is able to exercise primary jurisdiction over the administration
of the trust and one or more United States Holders have the authority to control
all substantial decisions of the trust.
ORIGINAL ISSUE DISCOUNT; FLOATING RATE NOTES
Under the OID Regulations, Floating Rate Notes are subject to special
rules whereby, in general, a Floating Rate Note will qualify as a "variable rate
debt instrument" if (a) its issue price does not exceed the total noncontingent
principal payments due under the Floating Rate Notes by more than a specified de
minimis amount and (b) it provides for stated interest, paid or compounded at
least annually, at current values of (1) one or more qualified floating rates,
(2) a single fixed rate and one or more qualified floating rates, (3) a single
objective rate, or (4) a single fixed rate and a single objective rate that is a
qualified inverse floating rate.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Floating Rate Notes are denominated. Although a multiple of a qualified floating
rate will generally not itself constitute a qualified floating rate, a variable
rate equal to the product of a qualified floating rate and a fixed multiple that
is greater than .65 but not more than 1.35 will constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than .65 but not more than 1.35, increased or
decreased by a fixed rate, will also constitute a qualified floating rate. In
addition, under the OID Regulations, two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the Floating Rate Note (e.g., two or more qualified floating rates with
values within 25 basis points of each other as determined on the Floating Rate
Note's issue date) will be treated as a single qualified floating rate.
Notwithstanding the foregoing, a variable rate that would otherwise constitute a
qualified floating rate but which is subject to one or more restrictions such as
a maximum numerical limitation (i.e., a cap) or a minimum numerical limitation
(i.e., a floor) may, under certain circumstances, fail to be treated as a
qualified floating rate under the OID Regulations unless, in general, such cap
or floor is fixed throughout the term of the Note or is not reasonably expected
as of the issue date to cause the yield of the Note to be significantly less or
more, as the case may be, than the expected yield determined without such
device.
An "objective rate" is a rate that is not itself a qualified floating
rate but which is determined using a single fixed formula and which is based
upon objective financial or economic information. A rate will not qualify as an
objective rate if it is based on information that is within the control of the
issuer (or a related party) or that is unique to the circumstances of the issuer
(or a related party), such as dividends, profits, or the value of the issuer's
stock (although a rate does not fail to be an objective rate merely because it
is based on the credit quality of the issuer).
A "qualified inverse floating rate" is any objective rate where such
rate is equal to a fixed rate minus a qualified floating rate, as long as
variations in the rate can reasonably be expected to inversely reflect
contemporaneous variations in the qualified floating rate. The OID Regulations
also provide that if a Floating Rate Note provides for stated interest at a
fixed rate for an initial period of one year or less followed by a variable rate
that is either a qualified floating rate or an objective rate and if the
variable rate on the Floating Rate Note's issue date is intended to approximate
the fixed rate (e.g., the value of the variable rate on the issue date does not
differ from the value of the fixed rate by more than 25 basis points), then the
fixed rate and the variable rate together will constitute either a single
qualified floating rate or objective rate, as the case may be.
If a Floating Rate Note that provides for stated interest at either a
single qualified floating rate or a single objective rate throughout the term
thereof qualifies as a "variable rate debt instrument" under the OID Regulations
and if interest on such Note is unconditionally payable in cash or property
(other than debt instruments of the issuer) at least annually, then all stated
interest on such Note will constitute qualified stated interest and will be
taxed accordingly. Thus, a Floating Rate Note that provides for stated interest
at either a single qualified floating rate or a single objective rate throughout
the term thereof and that qualifies as a "variable rate debt instrument" under
the OID Regulations will generally not be treated as having been issued with OID
unless the Floating Rate Note is issued at a "true" discount (i.e., at a price
below the Note's stated principal amount) in excess of a specified de minimis
amount. The amount of qualified stated interest and the amount of OID, if any,
that accrues during an accrual period on such Floating Rate Note is determined
under the rules applicable to fixed rate debt instruments by assuming that the
variable rate is a fixed rate equal to (1) in the case of a qualified floating
rate or qualified inverse floating rate, the value as of the issue date of the
qualified floating rate or qualified inverse floating rate, or (2) in the case
of an objective rate (other than a qualified inverse floating rate), a fixed
rate that reflects the yield that is reasonably expected for the Floating Rate
Note. The qualified stated interest allocable to an accrual period is increased
(or decreased) if the interest actually paid during an accrual period exceeds
(or is less than) the interest assumed to be paid during the accrual period
pursuant to the foregoing rules.
In general, any other Floating Rate Note that qualifies as a "variable
rate debt instrument" will be converted into an "equivalent" fixed rate debt
instrument for purposes of determining the amount and accrual of OID and
qualified stated interest on the Floating Rate Note. The OID Regulations
generally require that such a Floating Rate Note be converted into an
"equivalent" fixed rate debt instrument by substituting any qualified floating
rate or qualified inverse floating rate provided for under the terms of the
Floating Rate Note with a fixed rate equal to the value of the qualified
floating rate or qualified inverse floating rate, as the case may be, as of the
Floating Rate Note's issue date. Any objective rate (other than a qualified
inverse floating rate) provided under the terms of the Floating Rate Note is
converted into a fixed rate that reflects the yield that is reasonably expected
for the Floating Rate Note. In the case of a Floating Rate Note that qualifies
as a "variable rate debt instrument" and provides for stated interest at a fixed
rate in addition to either one or more qualified floating rates or a qualified
inverse floating rate, the fixed rate is initially converted into a qualified
floating rate (or a qualified inverse floating rate, if the Floating Rate Note
provides for a qualified inverse floating rate). Under such circumstances, the
qualified floating rate or qualified inverse floating rate that replaces the
fixed rate must be such that the fair market value of the Floating Rate Note as
of the Floating Rate Note's issue date is approximately the same as the fair
market value of an otherwise identical debt instrument that provides for either
the qualified floating rate or qualified inverse floating rate rather than the
fixed rate. Subsequent to converting the fixed rate into either a qualified
floating rate or a qualified inverse floating rate, the Floating Rate Note is
then converted into an "equivalent" fixed rate debt instrument in the manner
described above.
Once the Floating Rate Note is converted into an "equivalent" fixed rate
debt instrument pursuant to the foregoing rules, the amount of OID and qualified
stated interest, if any, are determined for the "equivalent" fixed rate debt
instrument by applying the general OID rules to the "equivalent" fixed rate debt
instrument and a United States Holder of the Floating Rate Note will account for
such original issue discount and qualified stated interest as if the United
States Holder held the "equivalent" fixed rate debt instrument. In each accrual
period, appropriate adjustments will be made to the amount of qualified stated
interest or OID assumed to have been accrued or paid with respect to the
"equivalent" fixed rate debt instrument in the event that such amounts differ
from the actual amount of interest accrued or paid on the Floating Rate Note
during the accrual period.
If a Floating Rate Note does not qualify as a "variable rate debt
instrument" under the OID Regulations, then the Floating Rate Note would be
treated as a contingent payment debt obligation. The Treasury regulations
contain special rules for determining the timing and amount of OID to be accrued
in respect of contingent payment debt instruments. Under applicable Treasury
regulations, a United States Holder is generally required to take contingent
interest payments into income on a yield to maturity basis in accordance with a
schedule of projected payments provided by the issuer and would make annual
adjustments to income to account for the difference between actual payments
received and projected payments accrued. You should consult your own tax advisor
regarding the consequences of acquiring, owning, and disposing of contingent
payment debt instruments.
NON-UNITED STATES HOLDERS
Pursuant to current Treasury regulations, a beneficial owner of a Note
will satisfy the certification requirements that such owner is not a United
States Holder if (1) the beneficial owner provides his name and address, and
certifies, under penalties of perjury, that he is not a United States Holder in
compliance with applicable requirements by completing a Form W-8BEN (or
successor form) or (2) a financial institution holding the Notes on behalf of
the beneficial owner certifies, under penalties of perjury, that such statement
has been received by it and furnishes a paying agent with a copy. The
certification requirement may also be satisfied with other documentary evidence
with respect to an offshore account or through certain foreign intermediaries.
Special certification rules apply to certain Non-United States Holders that are
entities rather than individuals.
If a Non-United States Holder cannot satisfy the requirements of the
"portfolio interest" exception described in (a) above, payments of premium, if
any, and interest (including OID) made to such Non-United States Holder will be
subject to a 30% withholding tax unless the beneficial owner of the Note
provides the Company or its paying agent, as the case may be, with a properly
executed (1) Internal Revenue Service Form W-8BEN claiming an exemption from (or
reduction in) withholding under the benefit of a tax treaty or (2) Internal
Revenue Service Form W-8ECI stating that interest paid on the Note is not
subject to withholding tax because it is effectively connected with the
beneficial owner's conduct of a trade or business within the United States.
Alternative documentation may be applicable in certain situations.
Special rules may apply to certain Non-United States Holders, such as
"controlled foreign corporations," "passive foreign investment companies,"
"foreign personal holding companies," and certain expatirates, that are subject
to special treatment under the Code. Such entities should consult their own tax
advisors to determine the U.S. federal, state, local, and other tax consequences
that may be relevant to them.
INFORMATION REPORTING AND BACKUP WITHHOLDING
If a United States Holder fails to provide a taxpayer identification
number or certification of foreign or other exempt status or fails to report in
full dividend and interest income, a backup withholding tax will apply to such
payments. This backup withholding tax rate will be 30% for payments made in 2002
and 2003, and will be subject to further phased-in rate reductions beginning in
2004 through 2010.
The proposed Treasury regulations relating to backup withholding
referenced in the Prospectus Supplement have been finalized. Under these final
regulations, as amended, payments of the principal, interest, OID, or premium on
a Note to or through a foreign office of a broker or the foreign office of a
custodian, nominee, or other dealer acting on your behalf generally will not be
subject to information reporting or backup withholding. However, if the broker,
custodian, nominee, or other dealer is a United States Holder, the government of
the United States, or the government of any State or political subdivision of
any State, or any agency or instrumentality of the United States, any State, or
any such subdivision, a controlled foreign corporation for United States tax
purposes, a foreign partnership that is either engaged in a United States trade
or business or whose United States partners in the aggregate hold more than 50%
of the income or capital interest in the partnership, a foreign person 50% or
more of whose gross income for a certain period is effectively connected with a
United States trade or business, or a United States branch of a foreign bank or
insurance company, information reporting (but not backup withholding) will
generally be required with respect to payments made to you unless the broker has
documentation of your foreign status and the broker has no actual knowledge to
the contrary or you otherwise establish an exemption from information reporting.
Furthermore, under the final Treasury regulations, payments of
principal, interest, OID, and premium on a Note paid to the beneficial owner of
a Note by a United States office of a custodian, nominee, or agent, or the
payment by the United States office of a broker of the proceeds of a sale of a
Note is subject to both information reporting and backup withholding, unless the
beneficial owner certifies as to its non-United States status by providing the
certification referred to above under "Non-United States Holders" or otherwise
establishes an exemption.