Huntington National Bank 2014 Annual Report Download - page 103

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REPORT OF MANAGEMENT
The Management of Huntington Bancshares Incorporated (Huntington or the Company) is responsible for the financial information
and representations contained in the Consolidated Financial Statements and other sections of this report. The Consolidated Financial
Statements have been prepared in conformity with accounting principles generally accepted in the United States. In all material
respects, they reflect the substance of transactions that should be included based on informed judgments, estimates, and currently
available information. Management maintains a system of internal accounting controls, which includes the careful selection and
training of qualified personnel, appropriate segregation of responsibilities, communication of written policies and procedures, and a
broad program of internal audits. The costs of the controls are balanced against the expected benefits. During 2014, the audit
committee of the board of directors met regularly with Management, Huntington’s internal auditors, and the independent registered
public accounting firm, Deloitte & Touche LLP, to review the scope of the audits and to discuss the evaluation of internal accounting
controls and financial reporting matters. The independent registered public accounting firm and the internal auditors have free access
to, and meet confidentially with, the audit committee to discuss appropriate matters. Also, Huntington maintains a disclosure review
committee. This committee’s purpose is to design and maintain disclosure controls and procedures to ensure that material information
relating to the financial and operating condition of Huntington is properly reported to its chief executive officer, chief financial officer,
internal auditors, and the audit committee of the board of directors in connection with the preparation and filing of periodic reports and
the certification of those reports by the chief executive officer and the chief financial officer.
REPORT OF MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company,
including accounting and other internal control systems that, in the opinion of Management, provide reasonable assurance that (1)
transactions are properly authorized, (2) the assets are properly safeguarded, and (3) transactions are properly recorded and reported to
permit the preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the
United States. Huntington’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2014. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment, Management
believes that, as of December 31, 2014, the Company’s internal control over financial reporting is effective based on those criteria.
The Company’s internal control over financial reporting as of December 31, 2014 has been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report appearing on the next page.
Stephen D. Steinour – Chairman, President, and Chief Executive Officer
Howell D. McCullough III – Senior Executive Vice President and Chief Financial Officer
February 13, 2015