Form 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the fiscal year ended December 31, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
file number 000-25196
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below:
CAMCO FINANCIAL & SUBSIDIARIES SALARY SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
Camco Financial Corporation
814 Wheeling Avenue
Cambridge, Ohio 43725
REQUIRED INFORMATION
The following financial statements and supplemental schedules for Camco Financial and
Subsidiaries Salary Savings Plan are being filed herewith:
Description
Contents of Financial Statements
Report of Independent Auditors
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Schedule H, Line 4i — Schedule of Assets
(Held at End of Year)
The following exhibits are being filed herewith:
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| Exhibit No. |
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Description |
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23 |
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Consent of Independent Registered Public Accounting Firm |
Camco Financial & Subsidiaries
Salary Savings Plan
Financial Report
December 31, 2010
Contents
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
Camco Financial & Subsidiaries Salary Savings Plan
Cambridge, Ohio
We have audited the accompanying statement of net assets available for benefits of Camco Financial
& Subsidiaries Salary Savings Plan as of December 31, 2010 and 2009 and the related statement of
changes in net assets available for benefits for the year ended December 31, 2010. 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 the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, 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, 2010 and 2009 and the
changes in net assets available for benefits for the year ended December 31, 2010, in conformity
with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the financial statements taken
as a whole. The supplemental schedule of assets held at end of year as of December 31, 2010 is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of Labor’s Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plan’s management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Plante & Moran, PLLC
Columbus, Ohio
June 20, 2011
1
Camco Financial & Subsidiaries Salary Savings Plan
Statement of Net Assets Available for Benefits
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December 31 |
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2010 |
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2009 |
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Assets |
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Cash |
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$ |
38,462 |
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$ |
88,540 |
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Nonparticipant-directed investments — Employer securities |
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13,143 |
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23,660 |
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Participant-directed investments: |
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Common/Collective fund |
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869,301 |
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651,550 |
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Mutual funds |
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7,728,440 |
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7,052,132 |
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Employer securities |
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267,910 |
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400,635 |
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Total investments |
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8,878,794 |
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8,127,977 |
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Participant notes receivable |
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286,040 |
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213,982 |
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Total Assets |
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9,203,296 |
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8,430,499 |
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Liabilities — Other |
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557 |
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— |
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Net Assets Available for Benefits at Fair Value |
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9,202,739 |
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8,430,499 |
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Adjustment from Fair Value to
Contract Value for Interest in Common
Collective Trust Funds Relating to Fully
Benefit- responsive Investment Contracts |
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(16,348 |
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(3,057 |
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Net Assets Available for Benefits |
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$ |
9,186,391 |
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$ |
8,427,442 |
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See Notes to Financial Statements.
2
Camco Financial & Subsidiaries Salary Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2010
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Additions |
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Contributions: |
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Participant-directed — Employee elective |
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$ |
534,729 |
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Participant-directed — Employer matching |
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304,341 |
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Participant-directed — Rollover |
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39,353 |
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Interest and dividends: |
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Participant-directed investments |
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189,166 |
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Participant notes receivable |
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13,769 |
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Net (depreciation) appreciation in fair value of investments: |
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Nonparticipant-directed employer securities |
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(4,825 |
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Participant-directed mutual funds |
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616,204 |
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Participant-directed common/collective fund |
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14,513 |
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Participant-directed employer securities |
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(129,824 |
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Total additions |
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1,577,426 |
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Deductions |
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Benefit payments to participants: |
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Nonparticipant-directed |
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5,692 |
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Participant-directed |
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779,532 |
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Administrative expenses — Participant-directed |
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33,253 |
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Total deductions |
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818,477 |
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Net Increase in Net Assets Available for Benefits |
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758,949 |
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Net Assets Available for Benefits — Beginning of year |
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8,427,442 |
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Net Assets Available for Benefits — End of year |
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$ |
9,186,391 |
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See Notes to Financial Statements.
3
Camco Financial & Subsidiaries Salary Savings Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 1 — Description of the Plan
The following description of the Camco Financial & Subsidiaries Salary Savings Plan (the “Plan”) is
provided for general information only. Participants should refer to the plan document for
a more complete description of the Plan’s provisions.
General — The Plan is a defined contribution plan covering all employees of Camco Financial
& Subsidiaries (the “Company”). Employees are eligible to participate in the Plan on their
first day of employment with the Company. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Contributions — Each year, participants may contribute up to 92 percent of pretax annual
compensation, subject to certain limitations. The Plan also allows any participant who has
attained age 50 by the end of the plan year to make catch-up contributions in accordance
with the Internal Revenue Code. Participants may also contribute amounts representing
distributions from other qualified defined benefit or defined contribution plans. The
Company makes a matching contribution equal to 100 percent of 401(k) deferrals made up to
the first 3 percent of base compensation and 50 percent of 401(k) deferrals from 3.01
percent to 5 percent of base compensation. The Company may make an additional employer
discretionary contribution. Contributions are subject to certain Internal Revenue Code
(IRC) limitations.
Participant Accounts — Each participant’s account is credited with the participant’s own
contribution and an allocation of the Company’s contributions, plan earnings, and expenses.
Allocation of the Company’s contributions, plan earnings, and expenses is based upon
participants’ compensation and account balances, respectively. The benefit to which a
participant is entitled is the benefit that can be provided from the participant’s vested
account.
Forfeited Accounts — Forfeitures of terminated participants’ nonvested employer
profit-sharing accounts are used to reduce employer contributions.
Vesting — Participants are immediately vested in their own 401(k) contributions, employer
matching contributions made after December 31, 1997, and any pension plan rollovers, plus
actual earnings thereon. Vesting in the remainder of their account is based on years of
credited service. A participant is 100 percent vested after six years of credited service.
Payment of Benefits — Upon termination of service due to death, disability, retirement, or
other reasons, a participant may elect to receive payment of their vested benefits as a
lump-sum payment.
4
Camco Financial & Subsidiaries Salary Savings Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 1 — Description of the Plan (Continued)
Participant Notes Receivable — The Plan allows participants to borrow money from the Plan,
in amounts not to exceed one-half of the participant’s vested account balance.
Participants cannot have more than one note receivable from the Plan at any time and
initial notes receivable must be for at least $1,000, with a maximum of $50,000, as
determined by the Internal Revenue Service (IRS).
Party-in-interest Transactions — The Plan invests in employer stock as well as certain
investment funds managed by the custodian or its affiliates. Charles Schwab Trust Company
is the custodian of the Plan and, therefore, these transactions qualify as
party-in-interest transactions as defined under ERISA guidelines.
Termination — Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA and its related regulations. In the event of plan
termination, participants will become 100 percent vested in their accounts.
Note 2 — Summary of Accounting Policies
Investment Valuation — The Plan’s investments are stated at fair value, except for its
benefit-responsive stable value common/collective trust fund investment, which is valued at
contract value. Contract value represents investments at cost plus accrued interest income
less amounts withdrawn to pay benefits. The fair value of the common/collective trust fund
is based on discounting the related cash flows of the underlying guaranteed investment
contracts based on current yields of similar instruments with comparable durations.
Interest-bearing cash is valued at outstanding balances, which approximate fair value. All
other investments are valued based on quoted market prices.
The methods described above may produce a fair value calculation that may not be indicative
of net realizable value or reflective of future fair values. Furthermore, while the Plan
believes its valuation methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value measurement at the
reporting date.
Participant Notes Receivable — Participant notes receivable are recorded at their unpaid
principal balances plus any accrued interest. Participant notes receivable are written off
when deemed uncollectible.
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
changes therein and disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
5
Camco Financial & Subsidiaries Salary Savings Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 2 — Summary of Accounting Policies (continued)
Administrative Expenses — Various administrative expenses are paid by the Company on behalf
of the Plan.
Benefit Payments — Benefits are recorded when paid.
Risk and Uncertainties — The Plan provides for various investment options including any
combination of mutual funds, Camco Financial Corporation common stock, common/collective
funds, and other investment securities. The underlying investment securities are exposed
to various risks, such as interest rate, market, and credit risks. Due to the level of
risk associated with certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statement of net assets
available for benefits and participants’ individual account balances.
Concentration
of Credit Risk — At December 31, 2010 and 2009,
approximately 3 percent and 5 percent of the Plan’s assets, respectively, were invested in
Camco Financial Corporation common stock.
New Accounting Pronouncement — During 2010, the Plan adopted the provisions of a new
accounting standard which requires that defined contribution plans classify participant
loans as notes receivable from participants rather than as investments as was previously
required. This standard was adopted retroactively and, as a result, the December 31, 2009
participant loans have been reclassified from investments to participant notes receivable
and the 2009 interest income has been reclassified from investment income to interest from
participant notes receivable. The adoption of this standard had no impact on the Plan’s
net assets or changes in net assets.
Note 3 — Tax Status
The plan document has been restated for recent law changes. The plan sponsor adopted the
restated version of a non-standardized prototype plan document. The Internal Revenue
Service has determined and informed the prototype plan sponsor, by a letter dated June 5,
2002, that the Plan and related trust are designed in accordance with applicable sections
of the Internal Revenue Code (IRC). The Plan has not individually sought its own
determination letter.
The plan administrator believes that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC.
6
Camco Financial & Subsidiaries Salary Savings Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 4 — Significant Investments at Fair Value
Significant
investments at fair value at December 31, 2010 and 2009 are listed as follows:
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2010 |
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2009 |
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Investments at fair value: |
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Camco Financial Corporation common stock |
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$ |
267,910 |
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$ |
400,635 |
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Camco Financial Corporation common stock* |
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13,143 |
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23,660 |
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Growth Fund of America R5 |
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1,125,135 |
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1,071,972 |
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Metropolitan West Total Return Bond Fund |
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1,113,383 |
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978,415 |
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MFS Value |
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1,100,651 |
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882,334 |
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Vanguard Short-term Investment Grade Fund |
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734,209 |
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668,420 |
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Europacific Growth Fund R5 |
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924,003 |
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852,958 |
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Vanguard 500 Index Signal Fund |
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1,118,165 |
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943,574 |
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Artisan Midcap Value Fund |
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634,379 |
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610,381 |
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Columbia Acorn Fund Class 2 |
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608,816 |
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519,584 |
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Investment at contract value — Union Bond & Trust Co. |
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Stable Value Fund |
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852,953 |
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648,493 |
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Nonparticipant-directed investment |
7
Camco Financial & Subsidiaries Salary Savings Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 5 — Fair Value
Accounting standards require certain assets and liabilities be reported at fair value on the
financial statements and provide a framework for establishing that fair value. The framework for
determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques
used to measure fair value.
The following tables present information about the Plan’s assets measured at fair value on a
recurring basis at December 31, 2010 and 2009 and the valuation techniques used by the Plan to
determine those fair values.
Level 1 — In general, fair values determined by Level 1 inputs use quoted prices in active markets
for identical assets that the Plan has the ability to access.
Level 2 — Fair values determined by Level 2 inputs use other inputs that are observable, either
directly or indirectly. These Level 2 inputs include quoted prices for similar assets and
liabilities in active markets, and other inputs such as interest rates and yield curves that are
observable at commonly quoted intervals.
Level 3 — Inputs are unobservable inputs, including inputs that are available in situations where
there is little, if any, market activity for the related asset. These Level 3 fair value
measurements are based primarily on management’s own estimates using pricing models, discounted
cash flow methodologies, or similar techniques taking into account the characteristics of the
asset.
In instances where inputs used to measure fair value fall into different levels in the above fair
value hierarchy, fair value measurements in their entirety are categorized based on the lowest
level input that is significant to the valuation. The Plan’s assessment of the significance of
particular inputs to these fair value measurements requires judgment and considers factors specific
to each asset.
8
Camco Financial & Subsidiaries Salary Savings Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 5 — Fair Value (Continued)
Assets Measured at Fair Value on a Recurring Basis at December 31, 2010
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Quoted Prices in |
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Significant |
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Active Markets for |
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Significant Other |
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Unobservable |
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Balance at |
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Identical Assets |
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Observable Inputs |
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Inputs |
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December 31, |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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2010 |
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Assets |
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Common stock — Camco Financial Corp. |
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$ |
281,053 |
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$ |
— |
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$ |
— |
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$ |
281,053 |
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Mutual funds: |
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Growth funds |
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2,079,783 |
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2,079,783 |
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Index funds |
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3,577,352 |
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3,577,352 |
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Fixed income fund |
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1,113,383 |
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1,113,383 |
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Balanced fund |
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223,713 |
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223,713 |
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Short term investment fund |
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734,209 |
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|
734,209 |
|
Common collective trust fund(1) |
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— |
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|
869,301 |
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— |
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869,301 |
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Total |
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$ |
8,009,493 |
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$ |
869,301 |
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$ |
— |
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$ |
8,878,794 |
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Assets Measured at Fair Value on a Recurring Basis at December 31, 2009
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Quoted Prices in |
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Significant |
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Active Markets for |
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Significant Other |
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Unobservable |
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Balance at |
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Identical Assets |
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Observable Inputs |
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Inputs |
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December 31, |
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(Level 1) |
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(Level 2) |
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(Level 3) |
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2009 |
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Assets |
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Common stock — Camco Financial Corp. |
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$ |
424,295 |
|
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$ |
— |
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$ |
— |
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$ |
424,295 |
|
Mutual funds: |
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|
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Growth funds |
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1,959,663 |
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1,959,663 |
|
Index funds |
|
|
3,040,886 |
|
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3,040,886 |
|
Fixed income fund |
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|
978,415 |
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|
978,415 |
|
Balanced fund |
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|
404,748 |
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|
404,748 |
|
Short term investment fund |
|
|
668,420 |
|
|
|
|
|
|
|
|
|
|
|
668,420 |
|
Common collective trust fund(1) |
|
|
— |
|
|
|
651,550 |
|
|
|
— |
|
|
|
651,550 |
|
|
|
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|
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Total |
|
$ |
7,476,427 |
|
|
$ |
651,550 |
|
|
$ |
— |
|
|
$ |
8,127,977 |
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| (1) |
|
This category represents
investments in an actively managed common collective
trust fund that invest primarily in investment contracts, a variety of fixed income investments
that may include corporate bonds, both U.S. and non-U.S. municipal securities, and wrapper
contracts. Investments are valued at the net asset value per share multiplied by the number of
shares held as of the measurement date. |
9
Camco Financial & Subsidiaries Salary Savings Plan
Schedule of Assets Held at End of Year
Form 5500, Schedule H, Item 4i
EIN 51-0110823, Plan 002
December 31, 2010
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(c) |
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Description of Investment, |
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Including Maturity Date, |
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(e) |
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| Identity of Issuer, Borrower, |
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Rate of Interest, Collateral, |
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(d) |
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Current |
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| Lessor, or Similar Party |
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Par, or Maturity Value |
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Cost |
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Value |
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Nonparticipant-directed
Investments |
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** Camco Financial Corporation |
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Common stock, 9,002 shares |
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$ |
109,825 |
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$ |
13,143 |
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Participant-directed Investments |
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** Camco Financial Corporation |
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Common stock, 183,500 shares |
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* |
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267,910 |
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Charles Schwab Trust Company |
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Common/collective fund — Union Bond & Trust Co. Stable Value Fund |
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852,953 |
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Charles Schwab Trust Company |
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Mutual fund — MFS Value |
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1,100,651 |
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Charles Schwab Trust Company |
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Mutual fund — Artisan Midcap Value Fund |
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634,379 |
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Charles Schwab Trust Company |
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Mutual fund — Columbia Acorn Fund Class 2 |
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608,816 |
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Charles Schwab Trust Company |
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Mutual fund — Europacific Growth Fund R5 |
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924,003 |
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Charles Schwab Trust Company |
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Mutual fund — Growth Fund of America R5 |
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1,125,135 |
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Charles Schwab Trust Company |
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Mutual fund — Metropolitan West Total Return Bond Fund |
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1,113,383 |
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Charles Schwab Trust Company |
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Mutual fund — Schwab Market track Balanced Fund |
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223,713 |
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Charles Schwab Trust Company |
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Mutual fund — Vanguard Short-term Investment Grade Fund |
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734,209 |
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Charles Schwab Trust Company |
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Mutual fund — Vanguard 500 Index Signal Fund |
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1,118,165 |
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Charles Schwab Trust Company |
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Mutual Fund — Alger Small Cap Growth Fund |
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30,645 |
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Charles Schwab Trust Company |
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Mutual Fund — Northern Small Cap Value Fund |
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29,482 |
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Charles Schwab Trust Company |
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Vanguard Small Cap |
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85,859 |
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** Plan participants |
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Participant notes receivable bearing interest at 4.25% to 9.25% |
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— |
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286,040 |
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Total assets |
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$ |
9,148,486 |
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| * |
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Cost information not required |
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| ** |
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Denotes party-in-interest |
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees
(or other persons who administer the employee benefit plan) have duly caused this annual report to
be signed on its behalf by the undersigned hereunto duly authorized.
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CAMCO FINANCIAL AND SUBSIDIARIES
SALARY SAVINGS PLAN
By its Administrator: Camco Financial Corporation
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| Date: June 20, 2011 |
By: |
/s/ James E. Huston
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James E. Huston, Chief Executive Officer |
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