Exhibit 99.1
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
Financial Statements and Supplemental Schedule
As of and for the years ended December 31, 2009 and 2008
TABLE OF CONTENTS
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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 as of
December 31, 2009 and 2008 |
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2 |
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Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2009 and 2008 |
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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, Part IV Line 4i Schedule of Assets
(Held at End of Year) as of December 31, 2009 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Compensation 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, 2009 and 2008, 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 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 December 31, 2009 and 2008, 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, 2009
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 Labors Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plans management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2009 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, 2010
1
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, |
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2009 |
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2008 |
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ASSETS |
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Investments, at fair value: |
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Cash and cash equivalents |
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$ |
27,377,670 |
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$ |
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Huntington Bancshares Incorporated common stock |
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53,581,462 |
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61,765,641 |
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Mutual funds |
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209,327,836 |
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191,341,418 |
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Participant notes receivable |
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287,318 |
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75,502 |
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Total Investments |
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290,574,286 |
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253,182,561 |
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Accrued dividends, interest receivable, and other assets |
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216,263 |
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1,158,753 |
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TOTAL ASSETS |
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290,790,549 |
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254,341,314 |
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LIABILITIES |
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Dividends payable to Plan participants |
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21,747 |
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286,896 |
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NET ASSETS AVAILABLE FOR
BENEFITS |
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$ |
290,768,802 |
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$ |
254,054,418 |
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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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2009 |
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2008 |
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ADDITIONS |
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Investment income: |
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Dividends from Huntington Bancshares |
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Incorporated common stock |
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$ |
566,183 |
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$ |
4,922,337 |
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Dividends from mutual funds |
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3,299,684 |
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8,333,301 |
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Interest |
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309,850 |
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385,620 |
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4,175,717 |
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13,641,258 |
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Contributions: |
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Employees |
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37,285,347 |
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33,641,193 |
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Employer |
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2,886,913 |
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14,823,958 |
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40,172,260 |
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48,465,151 |
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Net appreciation in fair value of investments |
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18,161,671 |
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Total Additions |
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62,509,648 |
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62,106,409 |
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DEDUCTIONS |
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Benefit distributions and other withdrawals |
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25,795,264 |
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34,271,675 |
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Net depreciation in fair value of investments |
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134,352,191 |
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Total Deductions |
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25,795,264 |
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168,623,866 |
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Net increase (decrease) in net assets available
for benefits |
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36,714,384 |
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(106,517,457 |
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Net assets available for benefits at beginning of year |
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254,054,418 |
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360,571,875 |
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NET ASSETS AVAILABLE FOR BENEFITS
AT END OF YEAR |
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$ |
290,768,802 |
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$ |
254,054,418 |
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See notes to financial statements.
3
HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2009
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 Plans provisions. On December
13, 2000, Huntingtons common stock held in accounts of participants who elected to have all or a
portion of their accounts invested in Huntingtons 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 amendments
to the Plan include the suspension and subsequent reinstatement of the employer match, after-tax
participant contributions and changes in certain investment options.
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, up to certain statutory limits.
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. Effective January 1, 2009, Roth 401(k) after-tax
contributions are permitted. In the first quarter of 2009, the Plan was amended to eliminate
employer matching contributions effective on or after March 15, 2009. Effective May 1, 2010,
Huntington reinstated the employer matching contribution to the Plan.
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 April 3, 2009, The Huntington
Conservative Deposit Account was added as an investment option in the Plan. The Huntington
Conservative Deposit Account is an interest bearing account with Huntington National Bank, which is
insured up to the Federal Deposit Insurance Corporation (FDIC) limit. Each participant may be
insured up to the FDIC insurance limit. The limit is set by the government and may change.
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.
4
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 the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Administrative fees are paid from the general assets of Huntington.
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 cash and cash
equivalents, 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 participants 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 participants account is credited with the participants own
contribution and an allocation of the Companys contribution, as applicable, and Plan earnings.
Investment income or loss is allocated to participant accounts based on proportional account
balances. Participants are charged a fixed amount for administration of the Plan. The benefit to
which a participant is entitled is the benefit that can be provided from the participants
individual account.
5
Participant Loans The Plan does not permit participant loans. However, as a result of
acquisitions, certain participant loans were rolled over into the Plan. Those participant loans
are secured by the balance in the participants account and bear interest at rates commensurate
with prevailing rates at the time funds were borrowed. Principal and interest is paid ratably
through payroll deductions. Participant loans at December 31, 2009 and 2008 are considered
immaterial to the Plan.
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.
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). In conjunction with applicable accounting standards, all material subsequent events have
been either recognized in the financial statements or disclosed in the notes to financial
statements.
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 Accounting Standards Codification (ASC) Topic 820 (ASC 820) 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 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.
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.
Investments of the Plan are accounted for at cost on the trade-date and are reported at fair value.
Cash and cash equivalents represent interest bearing deposit accounts with fair value equal to the amount payable on demand. Huntington common stock is valued using the year-end closing price as determined by the National
Association of Securities Dealers Automated Quotations (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, 2009 and 2008 are classified as Level 1
within the valuation hierarchy.
6
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.
Note 3 Accounting Standards Update
ASC Topic 105 Generally Accepted Accounting Principles (Statement No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a
replacement of FASB Statement No. 162) (ASC 105). This accounting guidance was originally issued in
June 2009 and is now included in ASC 105. The guidance identifies the ASC as the single source of
authoritative U.S. Generally Accepted Accounting Principles (GAAP) recognized by the FASB to be
applied by nongovernmental entities. The ASC reorganizes all previous GAAP pronouncements into
roughly 90 accounting topics and displays all topics using a consistent structure. All existing
standards that were used to create the ASC have been superseded, replacing the previous references
to specific Statements of Financial Accounting Standards (SFAS) with numbers used in the ASCs
structural organization. The guidance is effective for interim and annual periods ending after
September 15, 2009. After September 15, only one level of authoritative GAAP exists, other than
guidance issued by the Securities and Exchange Commission (SEC). All other accounting literature
excluded from the ASC is considered non-authoritative. The adoption of the ASC does not have a
material impact on the Plans financial statements.
ASC Topic 855 Subsequent Events (Statement No. 165, Subsequent Events) (ASC 855). This accounting
guidance was originally issued in May 2009 and is now included in ASC 855. The guidance
establishes general standards of accounting for and disclosure of subsequent events. Subsequent
events are events that occur after the balance sheet date but before financial statements are
issued or are available to be issued. The guidance is effective for interim or annual periods
ending after June 15, 2009. The adoption of this guidance was not material to the Plans financial
statements.
Note 4 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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2009 |
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2008 |
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Huntington Bancshares Incorporated Common Stock |
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$ |
53,581,462 |
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$ |
61,765,641 |
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Vanguard Wellington Fund |
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30,787,845 |
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26,420,817 |
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T. Rowe Price Mid-Cap Growth Fund |
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29,125,701 |
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20,687,210 |
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Huntington Conservative Deposit Account |
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27,377,670 |
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Vanguard Institutional Index Fund |
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26,787,459 |
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21,589,469 |
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American Funds Europacific Growth Fund |
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20,864,298 |
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14,775,391 |
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Huntington Situs Fund |
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15,331,659 |
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11,831,197 |
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Huntington Fixed Income Securities Fund |
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14,016,738 |
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11,076,122 |
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Huntington Money Market Fund |
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N.A. |
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32,536,100 |
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N.A. Non applicable as investment is not 5% or more of the fair value of net
assets available for benefits as of December 31.
7
The Plans investments (including investments purchased, sold, and held during the year)
appreciated / (depreciated) in carrying value for the years ended December 31 as follows:
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2009 |
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2008 |
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Huntington Bancshares Incorporated Common Stock |
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$ |
(22,455,238 |
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$ |
(43,989,484 |
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Mutual Funds |
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40,616,909 |
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(90,362,707 |
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Net appreciation (depreciation) |
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$ |
18,161,671 |
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$ |
(134,352,191 |
) |
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Note 5 Party-In-Interest Transactions
Certain plan investments are held with the Huntington National Bank or 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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2009 |
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2008 |
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Huntington Bancshares Incorporated Common Stock |
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$ |
53,581,462 |
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$ |
61,765,641 |
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Huntington Conservative Deposit Account |
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27,377,670 |
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Huntington Situs Fund |
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15,331,659 |
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11,831,197 |
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Huntington Fixed Income Securities Fund |
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14,016,738 |
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11,076,122 |
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Huntington International Equity Fund |
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10,353,360 |
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8,000,453 |
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Huntington Growth Fund |
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9,190,886 |
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8,455,818 |
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Huntington Intermediate Government Income Fund |
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7,556,655 |
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7,577,732 |
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Huntington New Economy Fund |
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7,025,799 |
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5,450,601 |
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Huntington Income Equity Fund |
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6,435,850 |
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5,521,896 |
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Huntington Mid Corp America Fund |
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5,143,502 |
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3,742,956 |
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Huntington Dividend Capture Fund |
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5,001,140 |
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3,859,723 |
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Huntington Rotating Markets Fund |
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4,129,765 |
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2,678,551 |
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Huntington Treasury Money Market Fund |
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3,445,584 |
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Huntington Money Market Fund (1) |
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1,470,766 |
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32,536,100 |
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Huntington Real Strategies Fund |
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|
686,685 |
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(1) |
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The Huntington Conservative Deposit Account and Huntington Treasury Money
Market Fund replaced the Huntington Money Market Fund as investment elections in the
Plan. |
Costs and expenses paid by the Plan for administration totaled $302,529 for 2009 and $318,770 for
2008. Amounts are included in Benefit distributions and other withdrawals in the Plan financial
statements.
Note 6 Income Taxes
The Plan obtained its latest determination letter dated December 13, 2002, in which the Internal
Revenue Service (IRS) stated the Plan, as then designed, was qualified under Section 401(a) of 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.
8
Note 7 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, 2009 and 2008.
Note 8 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. 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. On December 8, 2008, a favorable determination letter
was received from the IRS with respect to the termination of the Sky Financial Plan. All
distributions related to the Sky Financial Plan termination were completed as of November 30, 2009.
In 2009, the Plan received approximately $9.8 million in rollover contributions, including
participant loans, relating to the Sky Financial Plan. Amounts are included in Contributions- Employees in the Plan financial statements.
9
Huntington Investment and Tax Savings Plan
Schedule H, Part IV, Line 4i Schedule of Assets (Held At End of Year)
as of December 31, 2009
EIN: 31-0724920
Plan Number: 002
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(b) |
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(c) |
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(d) |
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Identity of Issuer, Borrower, |
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Description of investment including maturity date, |
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Cost |
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(e) |
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(a) |
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Lessor or Similar Party |
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rate of interest, collateral, par, or maturity value |
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** |
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Fair Value |
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Cash and Cash Equivalents: |
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* |
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Huntington National Bank |
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Huntington Conservative Deposit Account - 27,377,670 shares |
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$ |
27,377,670 |
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Total Cash and Cash Equivalents |
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27,377,670 |
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Common Stock: |
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* |
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Huntington Bancshares Incorporated |
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Huntington Bancshares Incorporated Common Stock - 14,682,181 shares |
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53,581,462 |
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Total Common Stock |
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53,581,462 |
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Mutual Funds: |
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Vanguard Wellington Fund |
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Vanguard Wellington Fund - 617,981 shares |
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30,787,845 |
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T. Rowe Price Mid-Cap Growth Fund |
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T. Rowe Price Mid-Cap Growth Fund - 613,302 shares |
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29,125,701 |
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|
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Vanguard Institutional Index Funds |
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Vanguard Institutional Index Fund - 262,674 shares |
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|
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26,787,459 |
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Europacific Growth Fund |
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American Funds Europacific Growth Fund - 553,136 shares |
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20,864,298 |
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* |
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The Huntington Funds |
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Huntington Situs Fund - 961,233 shares |
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15,331,659 |
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* |
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The Huntington Funds |
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Huntington Fixed Income Securities Fund - 648,323 shares |
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14,016,738 |
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* |
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The Huntington Funds |
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Huntington International Equity Fund - 959,533 shares |
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10,353,360 |
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T. Rowe Price Small Cap Stock Fund |
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T. Rowe Price Small Cap Stock Fund - 345,205 shares |
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9,241,144 |
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* |
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The Huntington Funds |
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Huntington Growth Fund - 396,843 shares |
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9,190,886 |
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* |
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The Huntington Funds |
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Huntington Intermediate Government Income Fund - 703,600 shares |
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7,556,655 |
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* |
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The Huntington Funds |
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Huntington New Economy Fund - 752,227 shares |
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7,025,799 |
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* |
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The Huntington Funds |
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Huntington Income Equity Fund - 345,086 shares |
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6,435,850 |
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* |
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The Huntington Funds |
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Huntington Mid Corp America Fund - 391,433 shares |
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5,143,502 |
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* |
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The Huntington Funds |
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Huntington Dividend Capture Fund - 636,277 shares |
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5,001,140 |
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* |
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The Huntington Funds |
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Huntington Rotating Markets Fund - 403,692 shares |
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4,129,765 |
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* |
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The Huntington Funds |
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Huntington Treasury Money Market Fund - 3,445,584 shares |
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3,445,584 |
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Eaton Vance Special Investment
Trust |
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Eaton Vance Large Cap Value Fund - 162,872 shares |
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2,733,000 |
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* |
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The Huntington Funds |
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Huntington Money Market Fund - 1,470,766 shares |
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1,470,766 |
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* |
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The Huntington Funds |
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Huntington Real Strategies Fund - 106,960 shares |
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686,685 |
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Total Mutual Funds |
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209,327,836 |
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Notes Receivable
from Participants |
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$287,318 principal amount, interest rates of 4.75% - 10.25%; maturing in 2010 - 2019. |
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287,318 |
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Total Investments |
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$ |
290,574,286 |
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* |
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Indicates party-in-interest to the Plan. |
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** |
|
Cost information is not required for participant-directed investments and therefore not
included. |
10