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, 2002
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
Page
----
Report of Independent Auditors 3
Statements of Financial Condition -
December 31, 2002 and 2001 4
Statements of Income and Changes in Plan Equity -
For the years ended December 31, 2002, 2001, and 2000 5
Notes to Plan 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, 2002 and 2001, and the related statements of income and
changes in plan equity for each of the three years in the period ended December
31, 2002. 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, 2002 and 2001, 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, 2002, in conformity with accounting
principles generally accepted in the United States.
/s/ Ernst & Young LLP
Columbus, Ohio
March 28, 2003
3
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31,
(Amounts in dollars) 2002 2001
- -----------------------------------------------------------------------------------
ASSETS
Investments, at market value:
Huntington Bancshares Incorporated
Common Stock: 19,777 shares in 2002
and 28,839 shares in 2001;
Cost: $326,084 in 2002 and $431,225
in 2001 (Note 4) $ 370,028 $ 495,925
Accrued dividends and interest receivable 3,174 3,959
Cash and cash equivalents (Note 2) 31,547 78,530
- -----------------------------------------------------------------------------------
TOTAL ASSETS $ 404,749 $ 578,414
===================================================================================
LIABILITIES AND PLAN EQUITY
Stock purchase payable and other liabilities $ -- $ 78,500
Plan equity 404,749 499,914
- -----------------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $ 404,749 $ 578,414
===================================================================================
See notes to plan financial statements.
4
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED DECEMBER 31,
(Amounts in dollars) 2002 2001 2000
- -----------------------------------------------------------------------------------------------
Investment income:
Cash dividends on Huntington Bancshares
Incorporated Common Stock $ 17,644 $ 39,012 $ 85,327
Interest 65 731 504
- -----------------------------------------------------------------------------------------------
17,709 39,743 85,831
- -----------------------------------------------------------------------------------------------
Realized gains on investments (Note 4) 59,961 137,039 35,776
Unrealized depreciation of investments
(Note 4) (20,756) (206,446) (612,433)
Contributions:
Employees 163,135 140,185 236,005
Employer 86,472 54,318 102,111
- -----------------------------------------------------------------------------------------------
249,607 194,503 338,116
- -----------------------------------------------------------------------------------------------
Distributions (401,686) (1,662,229) (126,989)
- -----------------------------------------------------------------------------------------------
Net decrease in Plan Equity (95,165) (1,497,390) (279,699)
Plan equity - Beginning of Period 499,914 1,997,304 2,277,003
- -----------------------------------------------------------------------------------------------
Plan equity - End of Period $ 404,749 $ 499,914 $ 1,997,304
===============================================================================================
See notes to plan financial statements.
5
HUNTINGTON SUPPLEMENTAL STOCK PURCHASE AND
TAX SAVINGS PLAN AND TRUST
NOTES TO PLAN FINANCIAL STATEMENTS
December 31, 2002
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.
6
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"). The
Committee members serve until they resign and their successors are appointed or
until they are removed with or without cause by Huntington's Board of Directors
(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
$18,000 for 2002, and $38,000 for 2001 and 2000.
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.
7
Note 4 - Net Realized and Unrealized Appreciation of Investments
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, 2002:
- ------------------------------------------------------------------------------------
(Amounts in dollars) 2002 2001 2000
- ------------------------------------------------------------------------------------
Aggregate proceeds $ 401,686 $ 1,662,229 $ 126,989
Aggregate cost 341,725 1,525,190 91,213
- ------------------------------------------------------------------------------------
Net realized gains $ 59,961 $ 137,039 $ 35,776
====================================================================================
- ------------------------------------------------------------------------------------
(Amounts in dollars) 2002 2001 2000
- ------------------------------------------------------------------------------------
Market value $ 370,028 $ 495,925 $ 1,950,231
Cost 326,084 431,225 1,679,085
- ------------------------------------------------------------------------------------
Accumulated unrealized appreciation $ 43,944 $ 64,700 $ 271,146
====================================================================================
Change in accumulated unrealized
appreciation between years $ (20,756) $ (206,446) $ (612,433)
====================================================================================
8
SIGNATURES
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, 2003 By: /s/ Catherine H. Malear
--------------------- ---------------------------
Catherine H. Malear
Catherine H. Malear
Executive Vice President
Huntington Bancshares Incorporated
9
Exhibit to the Annual Report
(Form 11-K) of the Huntington
Supplemental Stock Purchase and
Tax Savings Plan and Trust for
the year ended December 31, 2002
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective Amendment No. 1
to the Registration Statement (Form S-8 No. 33-44208) pertaining to the
Huntington Supplemental Stock Purchase and Tax Savings Plan and Trust and in the
related Prospectus of our report dated March 28, 2003, with respect to the
financial statements of the Huntington Supplemental Stock Purchase and Tax
Savings Plan and Trust included in this Annual Report (Form 11-K) for the year
ended December 31, 2002.
/s/ Ernst & Young LLP
Columbus, Ohio
March 28, 2003