Exhibit 99.1
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
Financial Statements and Supplemental Schedule
As of and for the years ended December 31, 2008 and 2007
TABLE OF CONTENTS
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Page |
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Audited Financial Statements |
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Report of Independent Registered Public Accounting Firm |
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1 |
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Statements of Net Assets Available for Benefits,
December 31, 2008 and 2007 |
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Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2008 and 2007 |
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3 |
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Notes to Financial Statements |
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4 |
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Supplemental Schedule |
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Schedule H, Line 4i — Schedule of Assets (Held at End of Year),
December 31, 2008 |
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9 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Pension Review Committee of the Board of Directors of
Huntington Bancshares Incorporated and Plan Participants of the
Huntington Investment and Tax Savings Plan
Columbus, Ohio
We have audited the accompanying statements of net assets available for benefits of the Huntington
Investment and Tax Savings Plan (the “Plan”) as of December 31, 2008 and 2007, and the related
statements of changes in net assets available for benefits for the years then ended. 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 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, 2008 and 2007, and the changes in net assets
available for benefits for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31,
2008 is presented for the purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the Department of Labor’s Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan’s management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2008 financial statements
and, in our opinion, is fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Columbus, Ohio
June 29, 2009
1
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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| (Amounts in dollars) |
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2008 |
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2007 |
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ASSETS |
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Investments, at market value: |
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Huntington Bancshares Incorporated Common Stock |
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$ |
61,765,641 |
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$ |
97,330,482 |
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Mutual Funds |
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191,341,418 |
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261,803,242 |
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Participant Notes Receivable |
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75,502 |
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51,892 |
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Total Investments |
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253,182,561 |
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359,185,616 |
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Accrued dividends, interest receivable, and other assets |
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1,158,753 |
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1,863,276 |
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TOTAL ASSETS |
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254,341,314 |
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361,048,892 |
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LIABILITIES |
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Dividends payable to Plan participants |
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286,896 |
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477,017 |
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NET ASSETS AVAILABLE FOR
BENEFITS |
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$ |
254,054,418 |
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$ |
360,571,875 |
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See notes to financial statements.
2
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Years Ended December 31, |
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2008 |
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2007 |
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ADDITIONS |
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Investment income: |
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Dividends on Huntington Bancshares
Incorporated Common Stock |
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$ |
4,922,337 |
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$ |
7,003,780 |
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Dividends on mutual funds |
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8,333,301 |
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20,958,301 |
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Interest |
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385,620 |
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751,461 |
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13,641,258 |
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28,713,542 |
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Contributions: |
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Employees |
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33,641,193 |
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28,250,433 |
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Employer |
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14,823,958 |
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12,787,560 |
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48,465,151 |
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41,037,993 |
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Total Additions |
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62,106,409 |
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69,751,535 |
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DEDUCTIONS |
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Benefit distributions and other withdrawals |
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34,271,675 |
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39,205,974 |
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Net depreciation in fair value of investments |
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134,352,191 |
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59,117,875 |
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Total Deductions |
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168,623,866 |
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98,323,849 |
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Net decrease in net assets available for benefits |
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(106,517,457 |
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(28,572,314 |
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Net assets available for benefits at beginning of year |
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360,571,875 |
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389,144,189 |
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NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR |
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$ |
254,054,418 |
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$ |
360,571,875 |
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See notes to financial statements.
3
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
Note 1 — Description of the Plan
The Huntington Investment and Tax Savings Plan (the “Plan”) is a defined contribution plan that was
initially adopted by the Board of Directors of Huntington Bancshares Incorporated (“Huntington”) on
September 29, 1977, to be effective January 1, 1978 to provide benefits to eligible employees of
Huntington, as defined in the Plan document. Plan participants should refer to the Plan document
and summary plan description for a more complete description of the Plan’s provisions. On December
13, 2000, Huntington’s common stock held in accounts of participants who elected to have all or a
portion of their accounts invested in Huntington’s common stock were designated an Employee Stock
Ownership Plan (ESOP). The ESOP forms a portion of the Plan.
Amendments — From time to time, the Plan has been amended and restated. The most recent amendment
to the plan was in 2007 in order to permit a transfer of Huntington associates’ participant loans
from another qualified plan in connection with a merger.
Funding and Vesting — Eligible employees may enroll on the first day of the month following six
months of employment and attainment of age 21. Participants may elect to make pre-tax
contributions of up to 75% of their eligible compensation. Huntington will make a matching
contribution equal to 100% on the first 3% of participant elective deferrals and 50% on the next 2%
of participant elective deferrals. Participant and employer contributions are fully vested at all
times. In the first quarter of 2009, the Plan was amended to eliminate employer matching
contributions effective on or after March 15, 2009.
Investment Options — Plan participants are permitted to direct pre-tax elective deferrals and
employer matching contributions to any combination of a variety of investment options, including
Huntington common stock and a variety of investment funds. Effective January 1, 2009, Roth 401(K)
after-tax contributions are permitted. Huntington has the sole discretion to determine or change
the number and nature of investment options in the Plan. An active participant may change or
suspend pre-tax elective deferrals pursuant to the terms set forth in the Plan document.
Risks and Uncertainties — The Plan utilizes various investment instruments, including mutual funds
and common stock. In general, investment securities 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 will materially affect the amounts in
the financial statements.
Administration — The Plan administrator is Huntington. Portions of Plan administration have been
delegated by the Plan administrator to a committee of employees appointed by the Board of Directors
of Huntington. The Plan administrator believes that the Plan is
currently designed and operated in
compliance with the applicable requirements of the Internal Revenue Code (the Code) and the
provisions of ERISA, as amended. Participants are charged a fixed amount for administration of the
Plan. All other administrative fees are paid from the general assets of Huntington.
4
Contributions — Employee and Employer contributions to participants’ accounts in the Plan are
invested pursuant to the participants’ investment direction elections on file at the time the
contributions are allocated to the participants’ accounts. Plan assets consist of shares of
Huntington common stock and mutual funds and are held by the trust division of The Huntington
National Bank (the Plan Trustee), a wholly-owned subsidiary of Huntington. The Plan Trustee
purchases and sells shares of Huntington common stock on the open market at market prices.
Additionally, the Plan Trustee may directly purchase from, and sell to, Huntington, at market
prices, shares of Huntington common stock. The Plan Trustee purchases and redeems shares of mutual
funds in accordance with rules of the mutual funds.
Benefit Distributions and Other Withdrawals — A participant may request that the portion of his or
her account that is invested in Huntington common stock be distributed in shares of Huntington
common stock with cash paid in lieu of any fractional shares. All other distributions from the Plan
are paid in cash.
Distributions and withdrawals are reported at fair value and recorded by the Plan when payments are
made.
Participants are permitted to take distributions and withdrawals from their accounts in the Plan
under the circumstances set forth in the Plan document. Generally, participants may request
withdrawal of funds in their account attributable to: (i) rollover contributions; (ii) after-tax
contributions; and (iii) pre-April 1, 1998, Employer contributions. Employee pre-tax elective
deferrals and post April 1, 1998 Employer matching contributions are subject to special withdrawal
rules and generally may not be withdrawn from the Plan prior to a participant’s death, disability,
termination of employment, or attainment of age 59 1/2. Certain distributions of Employee pre-tax
deferrals may be made, however, in the event a participant requests a distribution due to financial
hardship as defined by the Plan. Participants should refer to the Summary Plan Description for a
complete summary of the Plan provisions. Participants may withdraw up to 100% of their account
balances in the Plan for any reason after they have reached age 59 1/2.
Plan participants have the option of reinvesting cash dividends paid on Huntington common stock or
having dividends paid in cash.
Participant Accounts — Each participant’s account is credited with the participant’s own
contribution and an allocation of the Company’s contribution and Plan earnings. Investment income
or loss is allocated to participant accounts based on proportional account balances. The benefit to
which a participant is entitled is the benefit that can be provided from the participant’s account.
Plan Termination — Pursuant to the Plan document, Huntington may terminate or modify the Plan at
any time by resolution of its Board of Directors and subject to the provisions of ERISA and the
Code.
5
Note 2 — Significant Accounting Policies
Basis of Presentation — The financial statements of the Plan are presented on the accrual basis and
are prepared in accordance with accounting principles generally accepted in the United States
(GAAP).
Dividends and Interest Income — Dividends are recognized as of their ex-dividend date. Interest is
recorded on an accrual basis when earned.
Fair Value Measurements — Financial Accounting Standards Board (FASB) Statement No. 157, Fair Value
Measurements (Statement No. 157) defines fair value as the exchange price that would be received
for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the
measurement date. Statement No. 157 also establishes a three-level valuation hierarchy for
disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of
inputs to the valuation of an asset or liability as of the measurement date. The three levels are
defined as follows:
Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets
or liabilities in active markets.
Level 2 — inputs to the valuation methodology include quoted prices for similar assets and
liabilities in active markets, and inputs that are observable for the asset or liability, either
directly or indirectly, for substantially the full term of the financial instrument.
Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value
measurement.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.
Investments of the Plan are accounted for at cost on the trade-date and are reported at fair value.
Huntington common stock is valued using the year-end closing price as determined by NASDAQ. Mutual
funds are valued at net asset value (NAV) of shares held by the Plan at year-end. All of the Plans
investments in Huntington common stock and mutual funds at December 31, 2008 are classified as Level 1 within the valuation hierarchy.
Use of Estimates — The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect amounts of assets and liabilities, and
changes therein, reported in the financial statements. Actual results could differ from those
estimates.
6
Note 3 — Investments
The following individual investments represent 5% or more of the fair value of net assets available
for benefits as of December 31:
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2008 |
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2007 |
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Huntington Bancshares Incorporated Common Stock |
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$ |
61,765,641 |
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$ |
97,330,482 |
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Huntington Money Market Fund |
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32,536,100 |
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20,587,583 |
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Vanguard Wellington Fund |
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26,420,817 |
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35,257,379 |
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Vanguard Institutional Index Fund |
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21,589,469 |
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35,900,752 |
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T. Rowe Price Mid-Cap Growth Fund |
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20,687,210 |
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34,930,175 |
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American Funds Europacific Growth Fund |
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14,775,391 |
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26,631,456 |
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Huntington Situs Fund |
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11,831,197 |
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19,643,907 |
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The Plan’s investments (including investments purchased, sold, and held during the year)
(depreciated) / appreciated in carrying value for the years ended December 31 as follows:
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2008 |
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2007 |
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|
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Huntington Bancshares Incorporated Common Stock |
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$ |
(43,989,484 |
) |
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$ |
(59,165,853 |
) |
Mutual Funds |
|
|
(90,362,707 |
) |
|
|
47,978 |
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Net depreciation |
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$ |
(134,352,191 |
) |
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$ |
(59,117,875 |
) |
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Note 4 — Party-In-Interest Transactions
Certain plan investments are shares of mutual funds managed by Huntington Asset Advisors, Inc, a
subsidiary of the Huntington National Bank and held by the Plan Trustee, and therefore, qualify as
party-in-interest investments.
The following table lists the fair value of party-in-interest investments at December 31:
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2008 |
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2007 |
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Huntington Bancshares Incorporated Common Stock |
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$ |
61,765,641 |
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$ |
97,330,482 |
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Huntington Money Market Fund |
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32,536,100 |
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|
20,587,853 |
|
Huntington Situs Fund |
|
|
11,831,197 |
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19,643,907 |
|
Huntington Fixed Income Securities Fund |
|
|
11,076,122 |
|
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|
8,454,860 |
|
Huntington Growth Fund |
|
|
8,455,818 |
|
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|
14,486,934 |
|
Huntington International Equity Fund |
|
|
8,000,453 |
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|
13,344,531 |
|
Huntington Intermediate Government Income Fund |
|
|
7,577,732 |
|
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|
2,565,177 |
|
Huntington Income Equity Fund |
|
|
5,521,896 |
|
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|
10,615,513 |
|
Huntington New Economy Fund |
|
|
5,450,601 |
|
|
|
9,964,979 |
|
Huntington Dividend Capture Fund |
|
|
3,859,723 |
|
|
|
6,418,534 |
|
Huntington Mid Corp America Fund |
|
|
3,742,956 |
|
|
|
5,961,015 |
|
Huntington Rotating Markets Fund |
|
|
2,678,551 |
|
|
|
5,364,544 |
|
Huntington Macro 100 Fund (1) |
|
|
— |
|
|
|
1,493,724 |
|
Huntington Short and Intermediate Fixed Income Fund (1) |
|
|
— |
|
|
|
1,467,914 |
|
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| (1) |
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Fund no longer offered as an investment election in the Plan. |
Costs and expenses paid by the Plan for administration totaled $318,770 for 2008 and $278,777 for
2007.
7
Note 5 — Income Taxes
The Plan obtained its latest determination letter dated December 13, 2002, in which the Internal
Revenue Service stated the Plan, as then designed, was qualified under Section 401(a) of the
Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once
qualified, the Plan is required to operate in conformity with the Code to maintain its
qualification. The Plan has been amended since receiving the determination letter. However,
Huntington believes the Plan is being operated in compliance with applicable requirements of the
Code and related state statutes, and that the trust, which forms a part of the Plan, is qualified
and exempt from federal income and state franchise taxes.
Note 6 — Terminated Participants
There were no amounts included in net assets available for benefits allocated to individuals who
have withdrawn from the Plan at December 31, 2008 and 2007.
Note 7 — Sky Financial Acquisition
On July 1, 2007, Huntington completed its merger with Sky Financial Group Inc. (Sky Financial).
The day before the merger with Huntington, the Sky Financial Group, Inc. Profit Sharing, 401(k) and
ESOP Plan (Sky Financial Plan) was terminated. On December 8, 2008, a favorable determination
letter was received from the Internal Revenue Service (IRS) with respect to the termination of the
Plan. Former Sky Financial associates employed by Huntington subsequent to the merger, with a
combined six months of service, were allowed to contribute to the Plan starting July 1, 2007.
These contributions were not material to the Plan.
8
Huntington Investment and Tax Savings Plan
Schedule H, Line 4i — Schedule of Assets (Held At End of Year)
December 31, 2008
EIN: 31-0724920
Plan Number: 002
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| (a) |
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(b) |
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(c) |
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(d) |
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(e) |
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Identity of Issuer, Borrower, |
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Description of investment including maturity date, |
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Lessor or Similar Party |
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rate of interest, collateral, par, or maturity value |
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Cost |
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Fair Value |
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Common Stock: |
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| * |
|
Huntington Bancshares Incorporated |
|
Huntington
Bancshares Incorporated Common Stock — 8,063,400 shares |
|
$ |
98,509,854 |
|
|
$ |
61,765,641 |
|
| |
|
|
|
|
|
|
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| |
|
Total Common Stock |
|
|
|
|
98,509,854 |
|
|
|
61,765,641 |
|
| |
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Mutual Funds: |
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| * |
|
The Huntington Funds |
|
Huntington Money Market Fund — 32,536,100 shares |
|
|
32,536,100 |
|
|
|
32,536,100 |
|
| |
|
Vanguard Wellington Fund |
|
Vanguard Wellington Fund — 626,383 shares |
|
|
33,413,551 |
|
|
|
26,420,817 |
|
| |
|
Vanguard Institutional Index Funds |
|
Vanguard Institutional Index Fund — 2,613,244 shares |
|
|
30,286,375 |
|
|
|
21,589,469 |
|
| |
|
T. Rowe Price Mid-Cap Growth Fund |
|
T. Rowe Price Mid-Cap Growth Fund — 633,218 shares |
|
|
32,650,578 |
|
|
|
20,687,210 |
|
| |
|
Europacific Growth Fund |
|
American Funds Europacific Growth Fund — 536,118 shares |
|
|
23,802,735 |
|
|
|
14,775,391 |
|
| * |
|
The Huntington Funds |
|
Huntington Situs Fund — 1,010,350 shares |
|
|
19,323,590 |
|
|
|
11,831,197 |
|
| * |
|
The Huntington Funds |
|
Huntington Fixed Income Securities Fund — 519,031 shares |
|
|
10,881,054 |
|
|
|
11,076,122 |
|
| * |
|
The Huntington Funds |
|
Huntington Growth Fund — 429,011 shares |
|
|
13,640,940 |
|
|
|
8,455,818 |
|
| * |
|
The Huntington Funds |
|
Huntington International Equity Fund — 973,291 shares |
|
|
13,259,480 |
|
|
|
8,000,453 |
|
| * |
|
The Huntington Funds |
|
Huntington
Intermediate Government Income Fund — 695,843 shares |
|
|
7,274,082 |
|
|
|
7,577,732 |
|
| |
|
T. Rowe Price Small Cap Stock Fund |
|
T. Rowe Price Small Cap Stock Fund — 298,107 shares |
|
|
8,635,403 |
|
|
|
5,777,318 |
|
| * |
|
The Huntington Funds |
|
Huntington Income Equity Fund — 349,709 shares |
|
|
9,881,540 |
|
|
|
5,521,896 |
|
| * |
|
The Huntington Funds |
|
Huntington New Economy Fund — 812,310 shares |
|
|
11,650,024 |
|
|
|
5,450,601 |
|
| * |
|
The Huntington Funds |
|
Huntington Dividend Capture Fund — 587,477 shares |
|
|
5,936,507 |
|
|
|
3,859,723 |
|
| * |
|
The Huntington Funds |
|
Huntington Mid Corp America Fund — 376,934 shares |
|
|
5,876,166 |
|
|
|
3,742,956 |
|
| * |
|
The Huntington Funds |
|
Huntington Rotating Markets Fund — 346,524 shares |
|
|
4,326,368 |
|
|
|
2,678,551 |
|
| |
|
Eaton Vance Special Investment
Trust |
|
Eaton Vance Large Cap Value Fund — 93,283 shares |
|
|
1,605,932 |
|
|
|
1,360,064 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Mutual Funds |
|
|
|
|
264,980,425 |
|
|
|
191,341,418 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Notes Receivable from Participants |
|
$75,502
principal amount, interest rates of 6.00% — 10.25%; maturing in
2009-2012. |
|
|
75,502 |
|
|
|
75,502 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total Investments |
|
|
|
$ |
363,565,781 |
|
|
$ |
253,182,561 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
| * |
|
Indicates party-in-interest to the Plan. |
9