Exhibit 99.1
SKY FINANCIAL GROUP, INC.
PROFIT SHARING, 401(k) AND ESOP PLAN
TABLE OF CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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1 |
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FINANCIAL STATEMENTS AS OF NOVEMBER 30, 2009 AND DECEMBER 31, 2008
AND FOR THE PERIOD FROM JANUARY 1, 2009 TO NOVEMBER 30, 2009 AND
THE YEAR ENDED DECEMBER 31, 2008: |
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Statements of Net Assets Available for Benefits |
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2 |
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Statements of Changes in Net Assets Available for Benefits |
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3 |
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Notes to Financial Statements |
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47 |
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All other schedules are omitted because they are either not applicable or the required information
is shown in the financial statement or notes thereto.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants of the
Sky Financial Group, Inc. Profit Sharing, 401(k) and ESOP Plan
Columbus, Ohio
We have audited the accompanying statements of net assets available for benefits of the Sky
Financial Group, Inc. Profit Sharing, 401(k) and ESOP Plan (the Plan) as of November 30, 2009 and
December 31, 2008, and the related statements of changes in net assets available for benefits for
the period from January 1, 2009 to November 30, 2009 and the year ended December 31, 2008. These
financial statements are the responsibility of the Plans 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 Plans 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 November 30, 2009 and December 31, 2008, and the changes
in net assets available for benefits for the period from January 1, 2009 to November 30, 2009 and
the year ended December 31, 2008 in conformity with accounting principles generally accepted in the
United States of America.
As discussed in Note 1 to the financial statements, the Plan was terminated on June 30, 2007, and
all distributions related to the Plan termination were completed by November 30, 2009. In
accordance with accounting principles generally accepted in the United States of America, the
Plans financial statements have been prepared using the liquidation basis of accounting.
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/s/ Deloitte & Touche LLP
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Columbus, Ohio |
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May 28, 2010 |
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SKY FINANCIAL GROUP, INC.
PROFIT SHARING, 401(k) AND ESOP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF NOVEMBER 30, 2009, AND DECEMBER 31, 2008
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November 30, |
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December 31, |
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2009 |
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2008 |
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(Liquidation Basis) |
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(Liquidation Basis) |
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ASSETS: |
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Investments at fair value: |
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Huntington Bancshares Incorporated common stock |
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$ |
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18,179,293 |
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Mutual funds |
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104,833,559 |
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Participant notes |
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1,745,458 |
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Total investments |
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124,758,310 |
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Interest and dividends: |
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412,094 |
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Total assets |
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125,170,404 |
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LIABILITIES: |
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Accrued expenses |
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7,250 |
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Due to brokers for securities purchased |
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19,018 |
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Total liabilities |
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26,268 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
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$ |
125,144,136 |
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See notes to financial statements.
- 2 -
SKY FINANCIAL GROUP, INC.
PROFIT SHARING, 401(k) AND ESOP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM JANUARY 1, 2009 TO NOVEMBER 30, 2009 AND
THE YEAR ENDED DECEMBER 31, 2008
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For the period from |
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January 1, 2009 to |
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For the year ended |
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November 30, |
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December 31, |
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2009 |
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2008 |
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(Liquidation Basis) |
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(Liquidation Basis) |
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ADDITIONS TO NET ASSETS: |
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Interest and dividends: |
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Huntington Bancshares Incorporated common stock |
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$ |
22,210 |
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$ |
1,655,619 |
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Mutual funds |
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184,283 |
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2,826,103 |
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Total additions |
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206,493 |
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4,481,722 |
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DEDUCTIONS FROM NET ASSETS: |
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Benefits paid to participants |
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104,449,848 |
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56,229,005 |
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Net depreciation in fair value of investments: |
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Huntington Bancshares Incorporated common stock |
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13,785,796 |
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19,485,426 |
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Mutual funds and common collective funds |
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7,028,154 |
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46,293,362 |
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Administrative and investment services expenses |
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86,831 |
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96,386 |
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Total deductions |
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125,350,629 |
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122,104,179 |
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NET DECREASE IN NET ASSETS |
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(125,144,136 |
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(117,622,457 |
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NET ASSETS AVAILABLE FOR BENEFITS: |
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Beginning of year |
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125,144,136 |
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242,766,593 |
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End of year |
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$ |
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125,144,136 |
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See notes to financial statements.
- 3 -
SKY FINANCIAL GROUP, INC.
PROFIT SHARING, 401(k) AND ESOP PLAN
NOTES TO FINANCIAL STATEMENTS
November 30, 2009 and December 31, 2008
1. |
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DESCRIPTION OF PLAN AND PLAN TERMINATION |
Plan Termination On July 1, 2007, Sky Financial Group, Inc. (Sky Financial) merged with
Huntington Bancshares Incorporated (Huntington). The day before the merger with Huntington,
the Sky Financial Group, Inc. Profit Sharing, 401(k) and ESOP Plan (the 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. All distributions related to the
Plan termination were completed as of November 30, 2009.
General The Plan included a profit sharing component, a 401(k) component and an employee stock
ownership component. Participants should refer to the Plan document and summary plan
description for a more complete description of the Plans provisions. The Plan was originally
effective January 1, 1966 and was amended and restated on January 1, 1995, 1999, 2001, and
2004. On June 4, 2007, the Plan was further amended to terminate the Plan. The Plan was a
defined contribution plan covering substantially all employees of Sky Financial, and its wholly
owned subsidiaries, who had attained age 18 and were not classified as independent contractors
or leased employees. The Plan was subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Administration Pursuant to the Plan document, the Plan administrator was the Sky Financial
Benefit Plans Committee (the Sky Committee). The Sky Committee was disbanded prior to the
merger in 2007, and in October 2007, per resolution of the Huntington Board, duties of the Sky
Committee were delegated to the Huntingtons Benefit Committee. Record keeping for the Plan
was performed by Marshall & Ilsley. The Plan administrator believed that the Plan was designed
and operated in compliance with the applicable requirements of the Internal Revenue Code (the
Code) and the provisions of ERISA, as amended.
Contributions As described in the Plan document, there were no employer profit sharing or
ESOP contributions required subsequent to December 20, 2006. Matching contributions were made
with respect to participant 401(k) contributions made through June 30, 2007. Participants were
not permitted to make any 401(k) contributions subsequent to June 30, 2007.
Participant Accounts Each participants account was credited with the participants own
contribution and an allocation of the employers contribution and Plan earnings. Investment
income or loss was allocated to participant accounts based on proportional account balances.
The benefit to which a participant was entitled was the benefit provided from the participants
account.
Vesting All Participants became fully vested on June 30, 2007.
Investment Options The Plan provided for the establishment of a variety of investment funds
and a Huntington (company) stock fund. The company stock fund and other investment funds were
participant directed. Participants could transfer account balances between funds, subject to
certain limitations. The company had the sole discretion to determine or change the number and
nature of investment funds.
Also, participants were able to make investment election changes in the Plan until their
accounts were distributed.
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Participant Loans The Plan provided that participants could borrow funds against their
account balances. These loans were limited to the lesser of $50,000 or 50% of the participants
vested account balance. Participant loans bore interest at a fixed annual rate, as determined
by the committee on the date of loan approval. Loan issuances were accounted for as a transfer
from the participant directed accounts into a participant loan fund. Each loan was secured by
the balance in the participants account. Loan principal and interest payments were made
through payroll deductions for periods up to five years for a personal loan and up to 15 years
for a residential home loan.
Payment of Benefits Upon termination of service, a participant could elect to receive either
a lump-sum amount equal to the value of his or her vested interest in their profit sharing and
401(k) account, or the vested portion of a participants balance may be distributed in
installments or partial distributions. Upon Plan termination, only the lump sum distribution
was permitted for the profit sharing and 401(k) portion of the account. The ESOPs normal form
of benefits was a joint and survivor annuity with optional forms of lump sum, straight life
annuity or installments.
Distributions Former Sky Financial associates who terminated employment prior to receipt of
the favorable determination from the IRS were able to take distribution of their account from
the Plan at the time their employment was terminated. As the Plan received its favorable
determination letter from the IRS on December 8, 2008, the remaining accounts were distributed
to the participants.
2. |
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SUMMARY OF ACCOUNTING POLICIES |
Basis of Accounting For the period from January 1, 2009 to November 30, 2009 and the year
ended December 31, 2008, the Plans basis of accounting was the liquidation basis. There were
no material differences in the Plans financial statements using the liquidation basis of
accounting compared with the accrual basis of accounting.
Use of Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial statements and
the reported amounts of net assets available for benefits and changes therein during the
reporting period. Actual results may differ from these estimates.
Fair Value Measurements Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) Topic 820, Fair Value Measurements, 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. ASC Topic 820 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.
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Level 3 inputs to the valuation methodology are unobservable and significant to the fair
value measurement.
A financial instruments categorization within the valuation hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.
For the period from January 1, 2009 to November 30, 2009 and the year ended December 31, 2008,
all of the Plans investments were classified as Level 1 within the fair value hierarchy.
Investments All investments of the Plan are stated at fair value as measured by quoted market
prices in an active market. Participant loans were stated at cost, which approximates fair
value.
Purchases and sales of securities were recorded on a trade-date basis. Interest income was
recorded on an accrual basis and dividend income was recorded on the ex-dividend date.
The Plan utilized various investment instruments that, in general, were exposed to various
risks, such as interest rate, credit, and overall market volatility.
Distributions to Participants Distributions to participants were recorded when paid.
Administrative Expenses The costs of administering the Plan were paid by the Plan or
Huntington as determined by Huntington.
The following presents, at fair value, investments that represented 5% or more of the Plans
net assets at December 31, 2008.
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December 31, |
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2008 |
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Federated Prime Obligations Fund |
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$ |
21,753,285 |
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Huntington Bancshares Incorporated common stock |
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18,179,293 |
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Harbor International Fund |
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11,561,058 |
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Davis New York Venture Fund A |
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10,805,989 |
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Huntington Intermediate Government Income Fund |
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8,152,159 |
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Vanguard Growth Index Fund |
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7,703,392 |
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RS Partners Fund |
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7,116,579 |
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The Plans investments (including investments bought, sold, and held) depreciated as follows:
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For the period from |
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January 1, 2009 |
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through |
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For the year ended |
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November 30, 2009 |
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December 31, 2008 |
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Mutual funds |
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$ |
7,028,154 |
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$ |
46,293,362 |
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Huntington Bancshares Incorporated common stock |
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13,785,796 |
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19,485,426 |
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Total |
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$ |
20,813,950 |
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65,778,788 |
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PARTY-IN-INTEREST TRANSACTIONS |
Subsequent to the Plan termination, certain Plan investments were shares of Huntington
Bancshares Incorporated mutual funds managed by Huntington Asset Advisors, Inc, a wholly-owned
subsidiary of Huntington, and therefore, qualify as party-in-interest investments. Costs and
expenses paid by the Plan to Huntington totaled $16,368 for the period from January 1, 2009 to
November 30, 2009 and $120,438 for the year ended 2008.
The IRS has determined and informed Sky Financial by letter dated December 8, 2008, that the
Plan was designed in accordance with applicable sections of the Internal Revenue Code (IRC).
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