HBANP Huntington Bancshares Inc

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

 

 

FORM 11-K

 

 

 

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     .

COMMISSION FILE NO. 1-34073

 

 

 

A.	Full Title of the Plan and the address of the Plan, if different from that of the issuer named below:

Huntington Investment and Tax Savings Plan

 

B.	Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:

Huntington Bancshares Incorporated

Huntington Center

41 South High Street

Columbus, Ohio 43287

 

 

 

---

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

REQUIRED INFORMATION

Item 4. Financial Statements and Supplemental Schedule for the Plan.

The Huntington Investment and Tax Savings Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). In lieu of the requirements of Items 1-3 of this Form, the Plan is filing financial statements and a supplemental schedule prepared in accordance with the financial reporting requirements of ERISA. The Plan financial statements and supplemental schedule for the fiscal year ended December 31, 2014, are included as Exhibit 99.1 to this report on Form 11-K and are incorporated herein by reference. The Plan financial statements and supplemental schedule as of and for the year ended December 31, 2014 have been audited by Ary Roepcke Mulchaey, P.C., Independent Registered Public Accounting Firm, and their report is included therein.

EXHIBITS

 

23.1	Consent of Independent Registered Public Accounting Firm, Ary Roepcke Mulchaey, P.C.

 

99.1	Financial statements and supplemental schedule of the Huntington Investment and Tax Savings Plan for the fiscal years ended December 31, 2014 and 2013, prepared in accordance with the financial reporting requirements of ERISA.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Huntington Bancshares Incorporated has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						HUNTINGTON INVESTMENT
						AND TAX SAVINGS PLAN
Date: June 29, 2015				By:		/s/ Howell D. McCullough
						Howell D. McCullough
						Sr. Executive Vice President and Chief Financial Officer
						Huntington Bancshares Incorporated

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-153573 of Huntington Bancshares Incorporated on Form S-8 of our report dated June 29, 2015, appearing in this Annual Report on Form 11-K of the Huntington Investment and Tax Savings Plan for the year ended December 31, 2014.

/s/ Ary Roepcke Mulchaey, P.C.

Columbus, Ohio

June 29, 2015

Exhibit 99.1

Huntington Investment and Tax Savings Plan

Employer ID No.: 31-0724920

Plan Number: 002

Financial Statements as of and for the Years Ended December 31, 2014 and 2013, Supplemental Schedule as of December 31, 2014, and Report of Independent Registered Public Accounting Firm

---

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

TABLE OF CONTENTS

 

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – ARY ROEPCKE MULCHAEY, P.C.			1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013:
Statements of Net Assets Available for Benefits			2
Statements of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4–12
SUPPLEMENTAL SCHEDULE* —
Schedule H, Part IV Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2014			13
EXHIBITS —
Consent of Ary Roepcke Mulchaey, P.C.			23.1

 

*	All other financial schedules required by section 2520.103-10 of the U.S. Department of Labor’s Annual Reporting and Disclosure Requirements under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

---

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, 2014 and 2013, 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and 2013, 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.

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the schedule of assets (held at end of year) is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Ary Roepcke Mulchaey, P.C.

Columbus, Ohio

June 29, 2015

 

1

---

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

DECEMBER 31, 2014 AND 2013

 

		2014				2013
ASSETS
Cash, non-interest bearing		$	118,379			$	1,618,872
Investments, at fair value:
Cash, interest bearing			31,767,373				32,165,127
Huntington Bancshares Incorporated common stock			135,532,663				131,475,740
Mutual funds			439,077,899				387,394,111
Total investments			606,377,935				551,034,978
Profit sharing contribution receivable			5,716,133				—
Accrued dividends and interest receivable			797,975				735,104
Notes receivable from participants			334,018				8,546
Due from brokers for investment securities sold			276,409				393,541
Employer match true up			453,309				565,964
Total receivables			7,577,844				1,703,155
Total assets			614,074,158				554,357,005
LIABILITIES
Due to brokers for investment securities purchased			572,277				1,682,390
Dividends payable to Plan participants			85,809				78,319
Total liabilities			658,086				1,760,709
NET ASSETS AVAILABLE FOR BENEFITS		$	613,416,072			$	552,596,296

See notes to financial statements.

 

2

---

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

		2014				2013
ADDITIONS
Investment income:
Net appreciation in fair value of investments		$	3,977,623			$	103,758,867
Dividends from Huntington Bancshares Incorporated common stock			2,784,826				2,566,941
Dividends from mutual funds			37,200,732				16,769,243
Interest			20,395				20,238
			43,983,576				123,115,289
Contributions:
Employees			44,435,133				37,964,324
Employer			30,060,432				17,988,772
Rollovers			5,495,709				2,886,820
			79,991,274				58,839,916
Total additions			123,974,850				181,955,205
DEDUCTIONS
Benefit distributions and other withdrawals			63,155,074				52,322,156
Net increase in net assets available for benefits			60,819,776				129,633,049
Net assets available for benefits at beginning of year			552,596,296				422,963,247
NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR		$	613,416,072			$	552,596,296

See notes to financial statements.

 

3

---

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

1.	DESCRIPTION OF THE PLAN

General —The Huntington Investment and Tax Savings Plan (the “Plan”) is a defined contribution plan that was initially adopted by the Board of Directors (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.

Plan Amendments — From time to time, the Plan has been amended and restated. The most recent amendments to the Plan include provisions as necessary to conform to various legislation and guidance under the Internal Revenue Code (the “Code”), the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), and employee eligibility requirements as well as matching provisions as further described in the Funding and Vesting section below.

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.

Funding and Vesting — During the 2013 plan year, eligible employees could enroll on their hire date. Beginning on January 1, 2014, employees must complete one month of service before they are eligible to participate in the Plan. Participants may elect to make pre-tax and/or Roth 401(k) after tax contributions of up to 75% of their eligible compensation, subject to certain statutory limits.

Beginning in 2013, Huntington made a matching contribution equal to 100% on the first 4% of participant elective deferrals following six months of employment. Prior to January 1, 2014, participant and employer contributions were fully vested at all times. Employer matching contributions for employees hired on or after January 1, 2014 are on a two-year cliff-vesting schedule. After two years of service, the employer matching contribution will be 100% vested.

An annual discretionary profit sharing contribution was also established in 2014. The profit sharing contributions are on a three-year cliff-vesting schedule. After three years of service, these contributions are 100% vested. All prior years of service count toward vesting.

Effective January 1, 2014 the Plan includes an automatic enrollment feature. Eligible employees who do not enroll or opt out of participation will be enrolled at 4% pre-tax. The deferral amount will automatically increase each January 1 by 1% per year up to a maximum of 10%.

Forfeitures — Any forfeited portion of a participant’s account can be restored to the participant’s account if they are rehired within five years of termination and the entire amount distributed upon termination is repaid to the Plan. Forfeitures are either used to reduce Company contributions to the Plan or to pay reasonable expenses of the Plan. Forfeitures used to reduce Company contributions were $48,279 during 2014. At December 31, 2014, forfeited non-vested accounts were $0.

 

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 Code and the provisions of ERISA, as amended.

Participant Accounts — Each participant’s account is credited with the participant’s own contribution and an allocation of Huntington’s contribution, as applicable, and Plan earnings. Investment income or loss is allocated to participant accounts based on proportional account balances in their respective investments. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s individual account.

Fees and Expenses — Certain administrative fees are paid from the general assets of Huntington and are excluded from these financial statements. Participants are also charged a fixed amount for administration of the Plan. Investment related expenses are included in the net appreciation of fair value of investments. Fees incurred by the Plan for investment management services or recordkeeping are also included in the net appreciation in fair value of investments because they are paid through a revenue sharing arrangement rather than a direct payment from the Plan.

Investment Options — Plan participants are permitted to direct their deferrals, employer matching contributions, and discretionary profit sharing contributions to any combination of investment options, including the Huntington Conservative Deposit Account, Huntington common stock and a variety of mutual funds. 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 deferrals pursuant to the terms set forth in the Plan document. If a Plan participant enrolls without making an investment election, all contributions will be allocated to the Vanguard Wellington Fund.

Plan Investments — Plan investments consist of interest bearing cash, shares of Huntington common stock, and mutual funds. The investments 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.

Participant Loans — The Plan does not permit participant loans. However, as a result of acquisitions, certain participant loans were rolled over into the Plan. Participant loans are recorded at unpaid principal balance plus any accrued but unpaid interest, at rates commensurate with prevailing rates at the time funds were borrowed. The amount recorded approximates current value. Principal and interest is paid ratably through payroll deductions. Participant loans are listed as notes receivable from participants in the Plan’s financial statements.

Contributions — Employee, employer, and profit sharing contributions to participants’ accounts in the Plan are invested pursuant to the participants’ investment direction elections on file.

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.

 

5

---

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 in-service 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 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.

 

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 of America (“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 recorded on their ex-dividend date. Interest is recorded on an accrual basis when earned. Net appreciation or depreciation includes the Plan’s gains and losses on investments bought and sold, as well as held, during the year.

Fair Value Measurements — Accounting Standards Codification (“ASC”) Topic 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.

 

6

---

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. The Plan’s policy is to recognize significant transfers between levels at the beginning of the reporting period.

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.

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.

 

3.	INVESTMENTS

The following individual investments represent 5% or more of the fair value of net assets available for benefits as of December 31:

 

		2014				2013
Huntington Bancshares Incorporated common stock		$	135,532,663			$	131,475,740
Vanguard Institutional Index Fund			88,077,376				70,628,655
T. Rowe Price Mid-Cap Growth Fund			74,997,526				67,666,253
Vanguard Wellington Fund			74,837,707				58,792,346
Huntington Situs Fund			34,221,301				40,422,380
T. Rowe Price Small-Cap Stock Fund			33,382,718				30,459,741
Huntington Conservative Deposit Account			31,767,373				32,165,127
Huntington Dividend Capture Fund			29,839,433	(1)			28,060,172
American Funds Europacific Growth Fund			28,442,603	(1)			29,885,504

 

(1)	Investment represents less than 5% in the year indicated, but is shown for comparative purposes.

The Plan’s investments (including investments purchased, sold, and held during the year) appreciated in carrying value for the years ended December 31 as follows:

 

		2014				2013
Huntington Bancshares Incorporated common stock		$	11,582,632			$	46,287,157
Mutual funds			(7,605,009	)			57,471,710
Net appreciation		$	3,977,623			$	103,758,867

 

4.	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. These investments are held by the Plan Trustee, and therefore, qualify as party-in-interest investments.

 

7

---

The following table lists the fair value of party-in-interest investments at December 31:

 

		2014				2013
Huntington Bancshares Incorporated common stock (1)		$	135,532,663			$	131,475,740
Huntington Situs Fund			34,221,301				40,422,380
Huntington Conservative Deposit Account			31,767,373				32,165,127
Huntington Dividend Capture Fund			29,839,433				28,060,172
Huntington Treasury Money Market Fund			4,806,995				4,869,954
Huntington Real Strategies Fund			2,909,644				3,299,183
Huntington Money Market Fund			1,205,513				1,185,515
Huntington Fixed Income Securities Fund			—				15,922,615
Huntington International Equity Fund			—				11,722,310
Huntington Intermediate Government Income Fund			—				7,409,703
Huntington Rotating Markets Fund			—				5,888,278

 

(1)	12,883,333 shares at cost of $77,619,652 in 2014, 13,624,429 shares at cost of $89,330,658 in 2013.

Costs and expenses paid by the Plan for administration totaled $323,531 and $330,234 for 2014 and 2013, respectively. Amounts are included in benefit distributions and other withdrawals in the Plan financial statements.

 

5.	INCOME TAXES

The Plan obtained its latest determination letter dated September 24, 2013, 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. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. 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.

GAAP requires the evaluation of tax positions taken by the Plan and recognition of a tax liability if the Plan has taken an uncertain tax position that is not more likely than not to be sustained upon examination by the IRS. Huntington, on behalf of the Plan, has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014 and 2013, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2011.

 

8

---

6.	FAIR VALUE MEASUREMENTS

Investments of the Plan are accounted for at cost on the trade-date and are reported at fair value. Interest bearing cash accounts have a 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. Mutual funds are valued at quoted market prices that represent the net asset value of shares held by the Plan at year-end. There have been no changes in the valuation methodologies used at December 31, 2014 and 2013. The following tables set forth by level within the fair value hierarchy a summary of the Plan’s investments measured at fair value on a recurring basis at December 31, 2014 and 2013. For the years ended December 31, 2014 and 2013, there were no significant transfers in or out of Levels 1, 2, or 3.

 

9

---

		Fair Value Measurements Using
		Quoted Prices				Significant				Significant
		In Active				Other				Other
		Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs
December 31, 2014		(Level 1)				(Level 2)				(Level 3)				Total
Cash, interest bearing		$	31,767,373				—				—			$	31,767,373
Common stock — financial services			135,532,663				—				—				135,532,663
Mutual funds
Mid-Cap Growth			109,218,827				—				—				109,218,827
Large Blend			88,077,376				—				—				88,077,376
Moderate Allocation			74,837,707				—				—				74,837,707
Foreign Large Blend			40,530,284				—				—				40,530,284
Small Growth			33,382,718				—				—				33,382,718
Large Value			29,839,433				—				—				29,839,433
Intermediate-term Bond			17,851,246				—				—				17,851,246
Intermediate Government Bond			7,176,672				—				—				7,176,672
Large Growth			6,591,934				—				—				6,591,934
Taxable Money Market			6,012,508				—				—				6,012,508
Target Date 2021-2025			3,176,315				—				—				3,176,315
Natural Resources			2,909,644				—				—				2,909,644
Target Date 2026-2030			2,829,544				—				—				2,829,544
Target Date 2016-2020			2,646,455				—				—				2,646,455
Short-term Bond			2,544,386				—				—				2,544,386
Target Date 2036-2040			2,472,589				—				—				2,472,589
Target Date 2031-2035			1,901,211				—				—				1,901,211
Diversified Emerging Markets			1,607,904				—				—				1,607,904
World Bond			1,305,219				—				—				1,305,219
Target Date 2011-2015			1,180,263				—				—				1,180,263
Target Date 2041-2045			843,781				—				—				843,781
Inflation Protected Bond			785,220				—				—				785,220
Target Date 2046-2050			735,610				—				—				735,610
Target Date 2051+			621,053				—				—				621,053
Total mutual funds			439,077,899				—				—				439,077,899
Total investments		$	606,377,935				—				—			$	606,377,935

 

10

---

		Fair Value Measurements Using
		Quoted Prices				Significant				Significant
		In Active				Other				Other
		Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs
December 31, 2013		(Level 1)				(Level 2)				(Level 3)				Total
Cash, interest bearing		$	32,165,127				—				—			$	32,165,127
Common stock — financial services			131,475,740				—				—				131,475,740
Mutual funds
Mid-Cap Growth			108,088,633				—				—				108,088,633
Large Blend			76,516,933				—				—				76,516,933
Moderate Allocation			58,792,346				—				—				58,792,346
Foreign Large Blend			42,846,520				—				—				42,846,520
Small Growth			30,459,741				—				—				30,459,741
Large Value			28,060,172				—				—				28,060,172
Intermediate-term Bond			16,769,569				—				—				16,769,569
Taxable Money Market			6,055,469				—				—				6,055,469
Intermediate Government			7,409,703				—				—				7,409,703
Natural Resources			3,299,183				—				—				3,299,183
Large Growth			2,092,643				—				—				2,092,643
Target Date 2026-2030			1,290,533				—				—				1,290,533
Short-term Bond			1,114,179				—				—				1,114,179
Target Date 2016-2020			947,127				—				—				947,127
Target Date 2036-2040			741,551				—				—				741,551
Target Date 2031-2035			625,645				—				—				625,645
Target Date 2011-2015			603,212				—				—				603,212
Diversified Emerging Markets			519,389				—				—				519,389
Target Date 2021-2025			455,095				—				—				455,095
Inflation Protected Bond			239,846				—				—				239,846
World Bond			197,769				—				—				197,769
Target Date 2041-2045			152,180				—				—				152,180
Target Date 2046-2050			63,884				—				—				63,884
Target Date 2051+			52,789				—				—				52,789
Total mutual funds			387,394,111				—				—				387,394,111
Total investments		$	551,034,978				—				—			$	551,034,978

 

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, 2014 and 2013.

 

11

---

8.	SUBSEQUENT EVENT

On April 16, 2014, the Compensation Committee of the Board of Directors of Huntington approved the merger of the Camco Financial & Subsidiaries Salary Savings Plan into the Huntington Investment and Tax Savings Plan as of a date that is administratively practicable. The merger is scheduled to occur on September 1, 2015.

 

12

---

SUPPLEMENTAL SCHEDULE

---

HUNTINGTON INVESTMENT AND TAX SAVINGS PLAN

EIN: 31-0724920 Plan Number: 002

SCHEDULE H, PART IV, LINE 4I — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2014

 

		(b) identity of issuer, borrower,		(c) Description of investment including maturity date,		(d) Cost		(e) Current
(a)		lessor or similar party		rate of interest, collateral, par, or maturity value		**		value
		CASH, INTEREST BEARING —
*		Huntington National Bank		Huntington Conservative Deposit Account				$	31,767,373
		Total cash, interest bearing							31,767,373
		COMMON STOCK —
*		Huntington Bancshares Incorporated		Huntington Bancshares Incorporated
				Common Stock — 12,883,333 shares					135,532,663
		Total common stock							135,532,663
		MUTUAL FUNDS:
		Vanguard Institutional Index Funds		Vanguard Institutional Index Fund — 466,833 shares					88,077,376
		T. Rowe Price Mid-Cap Growth Fund		T. Rowe Price Mid-Cap Growth Fund — 994,135 shares					74,997,526
		Vanguard Wellington Fund		Vanguard Wellington Fund — 1,106,903 shares					74,837,707
*		The Huntington Funds		Huntington Situs Fund — 1,649,219 shares					34,221,301
		T. Rowe Price Small Cap Stock Fund		T. Rowe Price Small Cap Stock Fund — 753,220 shares					33,382,718
*		The Huntington Funds		Huntington Dividend Capture Fund — 2,980,962 shares					29,839,433
		Europacific Growth Fund		American Funds Europacific Growth Fund — 604,005 shares					28,442,603
		Federated Bond Fund		Federated Bond Fund — 1,742,943 shares					16,383,667
		Harbor International Fund		Harbor International Fund—150,187 shares					9,729,141
		Federated Total Return Gov’t Bond Fund		Federated Total Return Gov’t Bond Fund —644,225 shares					7,176,672
		Fidelity Contra Fund		Fidelity Contra Fund — 67,285 shares					6,591,934
*		The Huntington Funds		Huntington Treasury Money Market Fund — 4,806,995 shares					4,806,995
		Vanguard Target Retirement 2025 Fund		Vanguard Target Retirement 2025 Fund — 192,155 shares					3,176,315
*		The Huntington Funds		Huntington Real Strategies Fund — 433,628 shares					2,909,644
		Vanguard Target Retirement 2030 Fund		Vanguard Target Retirement 2030 Fund — 97,436 shares					2,829,544
		Vanguard Target Retirement 2020 Fund		Vanguard Target Retirement 2020 Fund — 92,989 shares					2,646,455
		PIMCO Low Duration Institutional Fund		PIMCO Low Duration Institutional Fund — 253,425 shares					2,544,386
		Vanguard Target Retirement 2040 Fund		Vanguard Target Retirement 2040 Fund — 83,084 shares					2,472,589
		Vanguard Total International Index Fund		Vanguard Total International Index Fund — 22,683 shares					2,358,540
		Vanguard Target Retirement 2035 Fund		Vanguard Target Retirement 2035 Fund — 106,570 shares					1,901,211
		Franklin Templeton Institutional Emerging Markets Fund		Franklin Templeton Institutional Emerging Markets Fund — 350,306 shares					1,607,904
		Vanguard Total Bond Market Index Fund		Vanguard Total Bond Market Index Fund — 135,012 shares					1,467,579
		PIMCO Foreign Bond Fund		PIMCO Foreign Bond Fund — 121,190 shares					1,305,219
*		The Huntington Funds		Huntington Money Market Fund — 1,205,513 shares					1,205,513
		Vanguard Target Retirement 2015 Fund		Vanguard Target Retirement 2015 Fund — 77,192 shares					1,180,263
		Vanguard Target Retirement 2045 Fund		Vanguard Target Retirement 2045 Fund — 45,243 shares					843,781
		Vanguard Inflation Protected Securities Fund		Vanguard Inflation Protected Securities Fund — 74,499 shares					785,220
		Vanguard Target Retirement 2050 Fund		Vanguard Target Retirement 2050 Fund — 24,835 shares					735,610
		Vanguard Target Retirement 2055 Fund		Vanguard Target Retirement 2055 Fund — 10,972 shares					350,869
		Vanguard Target Retirement 2060 Fund		Vanguard Target Retirement 2060 Fund — 9,581 shares					270,184
		Total mutual funds							439,077,899
*		NOTES RECEIVABLE FROM PARTICIPANTS		$322,063 principal amount, interest rates of 4.25%—6.25%; maturing between 2015—2026					334,018
		TOTAL						$	606,711,953

 

*	Indicates party-in-interest to the Plan.

**	Cost information is not required for participant-directed investments and therefore not included.

See notes to financial statements.

 

13