1
PRICING SUPPLEMENT
Pricing Supplement No. 10 Filing Under Rule 424(b)(5)
Dated: August 22, 2001 Registration File No. 33-63175
(To Prospectus dated October 6, 1995 and
Prospectus Supplement dated October 17,
1995)
CUSIP No. 44615QAW7
$750,000,000
HUNTINGTON BANCSHARES INCORPORATED
MEDIUM TERM NOTES, SERIES B
Principal Amount: $40,000,000 Floating Rate Notes:
Interest Rate (if fixed rate): N/A Interest Rate Basis: LIBOR Telerate
Stated Maturity: February 27, 2003 Index Maturity: 3-month
Minimum denominations: $100,000 and multiples Spread: + 20 bps
of $1,000 in excess thereof Spread Multiplier: N/A
Issue Price (as a percentage Maximum Rate: N/A
of principal amount): 100% Minimum Rate: N/A
Agents' commission (%): 0.03 Initial Interest Rate: 3.7125%
Net proceeds to the Company: $39,988,000 Interest Reset Date(s): Each Interest Payment Date
Settlement date (original issue date): August 27, 2001 Interest Reset Period: Quarterly
Redemption Commencement Date (if any): N/A Interest Determination Date(s): A/S
Initial Redemption Percentage (if any): N/A Calculation Date(s): A/S
Annual Redemption Percentage Interest Payment Date(s): February 27, May 27,
Reduction (if any): N/A August 27, and November 27
Repayment Date (if any): N/A Interest Payment Period(s): Quarterly
Initial Repayment Percentage (if any): N/A Regular Record Date(s): A/S
Annual Repayment Percentage
Reduction (if any): N/A
Additional terms:Interest will be computed on the basis of the actual
number of days in the year divided by 360.
Page 2 of 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 $355,000,000.
"N/A" as used herein means "Not Applicable." "A/S" as used herein means "as
stated in the Prospectus Supplement referred to above."
JPMORGAN
GOLDMAN SACHS & CO.
2
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 if 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
The proposed amendments to the OID Regulations with respect to Floating
Rate Notes described in the Prospectus Supplement were finalized in 1996. While
the general impact of these amendments was to broaden and clarify certain
provisions contained in the OID Regulations with respect to Floating Rate Notes,
they do not result in any material change to the Floating Rate Note discussion
in the Prospectus Supplement.
NON-UNITED STATES HOLDERS
Pursuant to current Treasury regulations that were adopted in 1997 and
amended in 2000, 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 (which must be periodically updated), or otherwise
satisfies the documentary evidence requirements for establishing that he is not
a United States Holder 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.
Under transitional relief provisions relating to certain amendments to
the Treasury regulations, for 2001, the Company or its paying agent may rely
upon an old Form 1001 or Form 4224 (received prior to January 1, 2001) if the
Company or its paying agent can demonstrate that it has made good faith efforts
to obtain the new forms from account holders. For tax years beginning after
December 31, 2001, Non-United States Holders claiming exemption from withholding
under the benefit of a tax treaty or because the interest is effectively
connected to the conduct of a trade or business in the United States must
provide the Company or its paying agent, as the case may be, with updated Forms
1001 or 4224.
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 30.5% for payments made after
August 6, 2001, through remainder of 2001, and will be subject to further
phased-in rate reductions beginning in 2002 through 2006.
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
3
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.