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Section 1: 425 (425)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K



CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 13, 2020



Huntington Bancshares Incorporated
(Exact name of registrant as specified in its charter)


Maryland
(State or other jurisdiction of
incorporation or organization)
1-34073
(Commission
File Number)
31-0724920
(I.R.S. Employer
Identification No.)

Registrant’s address:  41 South High Street, Columbus, Ohio 43287

Registrant’s telephone number, including area code:  (614) 480-2265

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of class
 
Trading
Symbol(s)
 
Name of exchange
on which registered
Depositary Shares (each representing a 1/40th interest in a share of 5.875% Series C Non-Cumulative, perpetual preferred stock)
 
HBANN
 
NASDAQ
Depositary Shares (each representing a 1/40th interest in a share of 6.250% Series D Non-Cumulative, perpetual preferred stock)
 
HBANO
 
NASDAQ
Common Stock-Par Value $0.01 per Share
 
HBAN
 
NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 8.01
Other Events.

On December 13, 2020, Huntington Bancshares Incorporated (“Huntington”) and TCF Financial Corporation (“TCF”) issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of December 13, 2020, by and between Huntington and TCF pursuant to which, upon the terms and subject to the conditions set forth therein, TCF will merge with and into Huntington, with Huntington continuing as the surviving entity.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In addition, Huntington and TCF provided supplemental information regarding the proposed transaction in connection with presentations to analysts and investors.  A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
 
Joint press release of Huntington Bancshares Incorporated and TCF Financial Corporation, dated December 13, 2020
 
Investor presentation of Huntington Bancshares Incorporated and TCF Financial Corporation, dated December 14, 2020
Exhibit 104
 
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Huntington and TCF, the expected timing of completion of the transaction, and other statements that are not historical facts.  Such statements are subject to numerous assumptions, risks, and uncertainties.  Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.  Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.  The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements:  changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and our business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Huntington and TCF; the outcome of any legal proceedings that may be instituted against Huntington or TCF; delays in completing the transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and TCF do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Huntington and TCF successfully; the dilution caused by Huntington’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Huntington and TCF.  Additional factors that could cause results to differ materially from those described above can be found in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2020, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Publications and Filings” and in other documents Huntington files with the SEC, and in TCF’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2020, each of which is on file with the SEC and available on TCF’s investor relations website, ir.tcfbank.com, under the heading “Financial Information” and in other documents TCF files with the SEC.


All forward-looking statements speak only as of the date they are made and are based on information available at that time.  Neither Huntington nor TCF assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.  As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

IMPORTANT ADDITIONAL INFORMATION

In connection with the proposed transaction, Huntington will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Huntington and TCF and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction.  The proposed transaction involving Huntington and TCF will be submitted to TCF’s shareholders and Huntington’s shareholders for their consideration.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  INVESTORS AND SHAREHOLDERS OF HUNTINGTON AND SHAREHOLDERS OF TCF ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Huntington and TCF, without charge, at the SEC’s website (http://www.sec.gov).  Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, HC0935, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007 or to TCF Investor Relations, TCF Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226, (866) 258-1807.

PARTICIPANTS IN THE SOLICITATION

Huntington, TCF, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Huntington and TCF in connection with the proposed transaction under the rules of the SEC.  Information regarding Huntington’s directors and executive officers is available in its definitive proxy statement relating to its 2020 Annual Meeting of Shareholders, which was filed with the SEC on March 12, 2020, and other documents filed by Huntington with the SEC.  Information regarding TCF’s directors and executive officers is available in its definitive proxy statement relating to its 2020 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2020, and other documents filed by TCF with the SEC.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC.  Free copies of this document may be obtained as described in the preceding paragraph.


SIGNATURES

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

 
HUNTINGTON BANCSHARES INCORPORATED
     
Date:  December 14, 2020
By:
/s/ Jana J. Litsey
   
Jana J. Litsey
   
General Counsel




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Section 2: EX-99.1 (EXHIBIT 99.1)


Exhibit 99.1


December 13, 2020
 
Analysts: Mark Muth (mark.muth@huntington.com), 614.480.4720
Media: Matt Samson (matt.b.samson@huntington.com), 312.263.0203
Randi Berris (randi.berris@tcfbank.com), 248.608.5293
 
HUNTINGTON BANCSHARES AND TCF FINANCIAL CORPORATION ANNOUNCE MERGER TO CREATE TOP 10 U.S. REGIONAL BANK
 
COLUMBUS, Ohio and DETROIT, Dec. 13, 2020 – Huntington Bancshares Incorporated (“Huntington”) (Nasdaq: HBAN; www.huntington.com), the parent company of The Huntington National Bank, and TCF Financial Corporation (“TCF”) (Nasdaq: TCF; www.tcfbank.com), the parent company of TCF National Bank, today announced the signing of a definitive agreement under which the companies will combine in an all-stock merger with a total market value of approximately $22 billion to create a top 10 U.S. regional bank with dual headquarters in Detroit, Michigan and Columbus, Ohio.
 
The combined company will bring together two purpose-driven organizations with a deep commitment to the customers and communities they serve. With a rich history of caring for customers and colleagues, the new organization will have a top 5 rank in approximately 70% of its deposit markets1 and will leverage its scale to serve customer needs through a distinctive, “People-First, Digitally-Powered” customer experience.
 
Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, TCF will merge into Huntington, and the combined holding company and bank will operate under the Huntington name and brand following the closing of the transaction. Upon closing, Stephen D. Steinour will remain the chairman, president, and CEO of the holding company and CEO and president of the bank. Gary Torgow will serve as chairman of the bank’s board of directors.
 
“This merger combines the best of both companies and provides the scale and resources to drive increased long-term shareholder value. Huntington is focused on accelerating digital investments to further enhance our award-winning people-first, digitally powered customer experience,” Steinour said. “We look forward to welcoming the TCF Team Members. Together we will have a stronger company better able to support our customers and drive economic growth in the communities we serve.”
 

1 Footprint defined as IL, IN, MI, MN, OH, WI, WV, Denver and Pittsburgh.  Excludes all deposits above $0.5 billion at any branch (excluded deposits are assumed to include a significant level of commercial deposits or are headquarter branches for direct banks).


The headquarters for the Commercial Bank will be in Detroit where at least 800 employees of the combined company, nearly three times the number TCF had planned, will be housed in the downtown structure. Columbus will remain the headquarters for the holding company and the Consumer Bank.
 
“This partnership will provide us the opportunity for deeper investments in our communities, more jobs in Detroit, an increased commitment in Minneapolis and a better experience for our customers,” Torgow said. “We will be a top regional bank, with the scale to compete and the passion to serve. Merging with the Huntington platform will be a great benefit to all of our stakeholders and will drive significant opportunities for our team members.”
 
The pro forma combined company will have approximately $168 billion in assets, $117 billion in loans, and $134 billion in deposits. The combined organization will significantly improve Huntington’s market position, increase scale and provide greater revenue growth opportunities. The company is expected to extend its top quartile financial metrics after completion of the integration.
 
Huntington expects the financially compelling transaction to be 18% accretive to earnings per share in 2022, assuming the fully phased-in transaction cost synergies. The merger uniquely positions the combined organization to capitalize on market opportunities and broaden the channels and customers it serves through expanded distribution and product offerings.
 
Strategic and Financial Benefits of the Proposed Merger
 
Enhanced Profitability and Scale: The combined company’s expanded distribution and scale positions Huntington to serve an expanded customer base through a distinctive customer experience while driving top-quartile financial performance.
 
Significant Cost Synergies: Estimated cost savings of the combined company are approximately $490 million, or 37% of TCF’s noninterest expense.
 
Revenue Growth through Combined Segments and Expanded National Footprint Businesses: The combined company will strengthen its Consumer, Wealth, Business Banking, and Commercial businesses. Huntington will leverage its broader product and services offering, as well as its award-winning digital capabilities, across the expanded combined customer base. In addition, TCF operates national inventory and equipment finance businesses, which will complement Huntington’s existing commercial efforts.
 
Strengthened Market Position: The combined company will maintain its leading market position with the largest branch share and second position in Consumer Deposits in the footprint. The combination expands the Huntington footprint to include Minnesota, Colorado, Wisconsin, and South Dakota, and deepens its presence in Chicago.
 
Strong Brand and Cultural Alignment: The combined company expands the reach of Huntington’s “Welcome” culture and enriches an inclusive, diverse, high-performing team.
 

Community Commitment: Huntington will contribute $50 million to a donor advised fund at the Community Foundation for Southeast Michigan to serve the needs of communities in Detroit and across the footprint of the combined bank. This donor advised fund will be in addition to commitments already made by both banks, including a combined $10 million to Detroit’s Strategic Neighborhood Fund. The combined company also will remain committed to Minneapolis, where TCF was founded nearly a century ago. Huntington and TCF have consistently earned “Outstanding” ratings under the Community Reinvestment Act. Huntington recently announced a $20 billion Community Plan, which is focused on driving economic inclusion through access to capital, affordable housing and home ownership, and community lending and investment. $5 billion is specifically dedicated to Michigan. The most recent component of the Community Plan is “Huntington’s Lift Local Business” which provides much-needed capital to local minority, woman and veteran-owned businesses, as well as giving customers access to business planning and educational programs to support local businesses. TCF also recently announced a $1 billion commitment over five years to support minority-owned and women-owned small businesses, which will be added to Huntington’s commitment. Huntington is the #1 SBA Lender in the nation for loan origination, and this merger will provide expanded opportunity to bring that expertise to a larger, combined footprint.
 
Board of Directors
 
At closing, five current TCF Directors will be added to the Board of Directors of the holding company.  David L. Porteous will serve as Lead Director of the holding company’s Board of Directors and the bank’s Board of Directors.
 
Timing and Approvals
 
The merger is expected to close in the second quarter of 2021, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.
 
Advisors
 
Goldman Sachs & Co. LLC is serving as financial advisor to Huntington.  Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Huntington.
 
Keefe, Bruyette & Woods, a Stifel Company, is serving as financial advisor to TCF.  Simpson Thacher & Bartlett LLP is serving as legal advisor to TCF.
 

Conference Call and Webcast Information
 
Huntington’s senior management will host a conference call at 8:30 a.m. Eastern Time, Monday, December 14, 2020, to discuss the strategic and financial implications of the transaction. The call may be accessed via a live Internet webcast at the Investor Relations section of Huntington’s website, www.huntington.com, or through a dial-in-telephone number at (877) 407-8029, Conference ID# 13714197.  Slides will be available in the Investor Relations section of Huntington’s website.
 
About Huntington
 
Huntington Bancshares Incorporated is a regional bank holding company headquartered in Columbus, Ohio, with $120 billion of assets and a network of 839 full-service branches, including 11 Private Client Group offices, and 1,330 ATMs across seven Midwestern states.  Founded in 1866, The Huntington National Bank and its affiliates provide consumer, small business, commercial, treasury management, wealth management, brokerage, trust, and insurance services.  Huntington also provides vehicle finance, equipment finance, national settlement, and capital market services that extend beyond its core states.  Visit huntington.com for more information.
 
About TCF Financial Corporation
 
TCF Financial Corporation (Nasdaq: TCF) is a Detroit, Michigan-based financial holding company with $48 billion in total assets at Sept. 30, 2020 and a top 10 deposit market share in the Midwest. TCF’s primary banking subsidiary, TCF National Bank, is a premier Midwest bank offering consumer and commercial banking, trust and wealth management, and specialty leasing and lending products and services to consumers, small businesses and commercial clients. TCF has approximately 475 branches primarily located in Michigan, Illinois and Minnesota with additional locations in Colorado, Ohio, South Dakota and Wisconsin. TCF also conducts business across all 50 states and Canada through its specialty lending and leasing businesses. To learn more about TCF, visit tcfbank.com.
 
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
 
This communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Huntington and TCF, the expected timing of completion of the transaction, and other statements that are not historical facts.  Such statements are subject to numerous assumptions, risks, and uncertainties.  Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.  Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.  The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
 

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements:  changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and our business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Huntington and TCF; the outcome of any legal proceedings that may be instituted against Huntington or TCF; delays in completing the transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and TCF do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Huntington and TCF successfully; the dilution caused by Huntington’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Huntington and TCF.  Additional factors that could cause results to differ materially from those described above can be found in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2020, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Publications and Filings” and in other documents Huntington files with the SEC, and in TCF’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2020, each of which is on file with the SEC and available on TCF’s investor relations website, ir.tcfbank.com, under the heading “Financial Information” and in other documents TCF files with the SEC.


All forward-looking statements speak only as of the date they are made and are based on information available at that time.  Neither Huntington nor TCF assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.  As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
 
IMPORTANT ADDITIONAL INFORMATION
 
In connection with the proposed transaction, Huntington will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Huntington and TCF and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction.  The proposed transaction involving Huntington and TCF will be submitted to TCF’s shareholders and Huntington’s shareholders for their consideration.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  INVESTORS AND SHAREHOLDERS OF HUNTINGTON AND SHAREHOLDERS OF TCF ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Huntington and TCF, without charge, at the SEC’s website (http://www.sec.gov).  Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, HC0935, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007 or to TCF Investor Relations, TCF Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226, (866) 258-1807.
 

PARTICIPANTS IN THE SOLICITATION
 
Huntington, TCF, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Huntington and TCF in connection with the proposed transaction under the rules of the SEC.  Information regarding Huntington’s directors and executive officers is available in its definitive proxy statement relating to its 2020 Annual Meeting of Shareholders, which was filed with the SEC on March 12, 2020, and other documents filed by Huntington with the SEC.  Information regarding TCF’s directors and executive officers is available in its definitive proxy statement relating to its 2020 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2020, and other documents filed by TCF with the SEC.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC.  Free copies of this document may be obtained as described in the preceding paragraph.
 
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Section 3: EX-99.2 (EXHIBIT 99.2)


Exhibit 99.2

 December 14, 2020    Delivering Value, Driving Long-Term Growth   
 

 Disclaimer  CAUTION REGARDING FORWARD-LOOKING STATEMENTSThis communication may contain certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed transaction, the plans, objectives, expectations and intentions of Huntington and TCF, the expected timing of completion of the transaction, and other statements that are not historical facts.  Such statements are subject to numerous assumptions, risks, and uncertainties.  Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements.  Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations.  The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements:  changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and our business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement between Huntington and TCF; the outcome of any legal proceedings that may be instituted against Huntington or TCF; delays in completing the transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); the failure to obtain shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington and TCF do business; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction and integration of Huntington and TCF successfully; the dilution caused by Huntington’s issuance of additional shares of its capital stock in connection with the transaction; and other factors that may affect the future results of Huntington and TCF.  Additional factors that could cause results to differ materially from those described above can be found in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2020, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Publications and Filings” and in other documents Huntington files with the SEC, and in TCF’s Annual Report on Form 10-K for the year ended December 31, 2019 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2020, each of which is on file with the SEC and available on TCF’s investor relations website, ir.tcfbank.com, under the heading “Financial Information” and in other documents TCF files with the SEC.All forward-looking statements speak only as of the date they are made and are based on information available at that time.  Neither Huntington nor TCF assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.  As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.IMPORTANT ADDITIONAL INFORMATIONIn connection with the proposed transaction, Huntington will file with the SEC a Registration Statement on Form S-4 that will include a Joint Proxy Statement of Huntington and TCF and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction.  The proposed transaction involving Huntington and TCF will be submitted to TCF’s shareholders and Huntington’s shareholders for their consideration.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  INVESTORS AND SHAREHOLDERS OF HUNTINGTON AND SHAREHOLDERS OF TCF ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Shareholders will be able to obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Huntington and TCF, without charge, at the SEC’s website http://www.sec.gov. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, HC0935, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007 or to TCF Investor Relations, TCF Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226, (866) 258-1807.PARTICIPANTS IN THE SOLICITATIONHuntington, TCF, and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Huntington and TCF in connection with the proposed transaction under the rules of the SEC.  Information regarding Huntington’s directors and executive officers is available in its definitive proxy statement relating to its 2020 Annual Meeting of Shareholders, which was filed with the SEC on March 12, 2020, and other documents filed by Huntington with the SEC.  Information regarding TCF’s directors and executive officers is available in its definitive proxy statement relating to its 2020 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2020, and other documents filed by TCF with the SEC.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC.  Free copies of this document may be obtained as described in the preceding paragraph.USE OF NON-GAAP FINANCIAL MEASURESThis document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Huntington’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in this document, conference call slides, or the Form 8-K related to this document, all of which can be found in the Investor Relations section of Huntington’s website, http://www.huntington.com.  2 
 

 Financially Attractive Transaction Increases Scale and Growth  Building scale – creating a top 10 U.S. regional bankExpands prominence in core markets and extends into desirable new markets, resulting inleading density and distributionSynergistic transaction with significant branch overlap produces highly compelling financial resultsCreates peer-leading financial performanceAccelerates digital investments and capabilities across broader platform to enhance client value propositionFurther diversifies combined loan portfolio across asset classes and marketsLower risk, in-market transaction benefiting from thorough diligence and successful integration track record  3                                                                                                                                                                         
 

       Building Scale – Leading Market Position & Profitability to Drive Value Creation   4  Peer-Leading Profitability4   Compelling Value Creation5   18%  EPS Accretion  $3.3B  Capitalized Valueof Synergies  >20%  IRR  ~1.3%  ROA  ~17%  ROTCE   ~55%  Efficiency Ratio  ~70%  of MSAs Top 5Deposit Rank  #1  Branches   #2  Retail Deposits  Source: S&P Global, Company Filings; Note: Market data as of 11-Dec-20. 1 Combined market cap includes NPV of cost synergies. Pro forma balance sheet metrics as of the period ended September 30, 2020; excludes purchase accounting adjustments.Net Income reflects 2022E earnings and includes all after-tax transaction adjustments. 2 Excludes Money Center banks, Trust banks, and U.S. subsidiaries of foreign banks. 3 Footprint defined as IL, IN, MI, MN, OH, WI, WV, Denver and Pittsburgh. Retail deposits excludes all deposits above $0.5B at any branch (excluded deposits are assumed to include a significant level of commercial deposits or are headquarter branches for direct banks). 4 Pro forma profitability metrics are based on 2022E consensus estimates, incorporate all transaction adjustments, and assume $490MM pre-tax cost synergies are fully realized. 5 EPS accretion assumes 2022E GAAP EPS with fully realized cost synergies. Capitalized value of synergies: pre-tax synergies of $490MM; calculated as after-tax synergies multiplied by 10x P/E net of total after-tax restructuring costs of $720MM. Assumes 18% tax rate.  Market Cap1  $22B  Net Income1  $2.1B  Gross Loans & Leases1  $117B  Total Deposits1          $134B                                    #6  #5  U.S. RegionalBank Rank2  #8  #6                Leading within Combined Footprint3 
 

 Compelling Combination for Shareholders     5  ¹ Based on Huntington closing share price of $12.93 on 11-Dec-2020. Earnings per share based on 2022E consensus median estimates.² Accretion method earnback. Tangible book value per share dilution inclusive of total merger expenses and CECL double count ($0.62) divided by 2022E GAAP EPS accretion with fully realized cost synergies ($0.23).   Transaction Structure¹  100% stock consideration with fixed exchange ratio of 3.0028 Huntington shares for each TCF share$6.0B aggregate consideration, $38.83 per TCF share11.8x Price / 2022E EPS; 6.5x Price / 2022E EPS with fully realized synergies1.5x Price / Tangible Book Value per Share           Organization  Dual headquarters in Columbus, OH and Detroit, MIColumbus will remain headquarters for the holding company and the Consumer BankDetroit will become headquarters for the Commercial BankMinneapolis, Chicago, and Midland to remain centers of influence          Leadership  Stephen Steinour will remain the Chairman, President, and CEO of the Holding Company and President and CEO of the BankGary Torgow will serve as Chairman of the Bank board of directorsDavid Porteous will serve as Lead Director of the Holding Company and Bank boards of directors          Pro FormaImpact  18% EPS accretion in 2022E with fully realized synergies7% tangible book value per share dilution with 2.7 year earnback inclusive of total merger expenses and CECL double count²29% dividend accretion to TCF shareholders           Approvals& Timing  Huntington and TCF shareholder approvalsCustomary regulatory approvals Anticipated closing 2Q 2021  Ownership  69%  31%  HBAN  TCF  Board of Directors  HBAN  TCF  13  5 
 

     $ 35B TotalLoans  TCF Financial is the Right Partner for Huntington  6  Established Midwestern Commercial Bank…  $48B  Total Assets  Top 10  Footprint DepositMarket Share  1.5MM  Retail Deposit Customers  …With Specialized, National Commercial Business Lines  Balanced Loan Portfolio…  …Funded by Strong Consumer Core Deposit Base  National equipment finance and leasing  Lease and equipment finance solutions for small to large companies in sub sectors such as transportation, manufacturing, and healthcare  National dealer floorplan financing  Network of 11,000 dealers financing power sports, lawn and garden, marine, specialty vehicles, and RVs  Source: Company filings and S&P Global; Note: Financial data as of 30-Sep-20.  $ 39B TotalDeposits  Inventory Finance  Capital Solutions                    11.5%  Common EquityTier 1 Ratio     
 

   Milwaukee  Chicago  Detroit  Cincinnati  Columbus  Cleveland  Minneapolis      IL  IN  OH  PA  MI  WI  MN  Pittsburgh  Indianapolis  WV  Grand Rapids      Denver  CO  KY  3-Mile Overlap (224)48% of TCF Branches    #  Market  Presence    TotalDeposits ($B)  Retail Deposit Rank²  Top 5 Rank  1.  Columbus      $28   2    2.  Detroit      18   3    3.  Cleveland      13   1    4.  Chicago      10   10    5.  Minneapolis      8   3    6.  Grand Rapids      5   1    7.  Akron      5   1    8.  Indianapolis      4   4    9.  Cincinnati      4   6    10.  Pittsburgh      4   8      Ohio      $66  1      Michigan      40  1      Illinois      10  10      Minnesota      6  4    Expands Leadership in Vibrant Markets  7  Source: S&P Global, The World Bank; Note: Financial data as of most recent quarter. Deposit market share data as of 30-Jun-20. ¹ Footprint defined as IL, IN, MI, MN, OH, WI, WV, Denver and Pittsburgh. ² Excludes all deposits above $0.5B at any branch (excluded deposits are assumed to include a significant level of commercial deposits or are headquarter branches for direct banks).      Combined footprint¹ has total population of 60MM and $3.7T of total GDP, ranking #5 in the world if it were a standalone economy    Combined Footprint Rankings¹  #1  TotalBranches  Retail Deposits²  #2        Huntington (853)TCF (464) 
 

 Market Size    Current Footprint²      Minneapolis MSA      Denver MSA        $2.0TTotal Market Deposits      $218BTotal Market Deposits      $107BTotal Market Deposits        51MMTotal Population      4MMTotal Population      3MMTotal Population        $3.1TTotal GDP      $264BTotal GDP      $214BTotal GDP                                            Market Highlights    Columbus  in private sector job growth since 2010    #1  for Fortune 500 companies per capita    #2  most educated work force from a state level      Cleveland  of the area’s top industry jobs are in business and e-commerce    #2  most concentrated population of millennials    #4  best place for business and careers      Detroit   city for attracting millennials                        50%  faster projected population growth vs. national avg.    30%  growth in home sales since September 2019      Chicago  most diversified economy in the U.S.                                                      Pro Forma Position                                              $123BDepositsTCF: 21%  20%Weighted Avg.Market Share  $0.9BDepositsTCF: 100%  1%MarketShare  $8BDepositsTCF: 100%  4%MarketShare  3RetailRank    3Retail Rank    14RetailRank    Leading Bank in Attractive, Dynamic & Diverse Geographies  Source: S&P Global, Bureau of Economic Analysis, The City of Columbus Department of Development, City of Cleveland Economic Development, Michigan Economic Development Corporation, Minnesota Dept. of Employment and Economic Development, Michigan Economic Development Corp., U.S. Census Bureau, Forbes, Minneapolis Amazon HQ2 Proposal, Denver Amazon HQ2 Proposal, Metro Denver; Note: Retail rank excludes all deposits above $0.5B at any branch (excluded deposits are assumed to include a significant level of commercial deposits or are headquarter branches for direct banks).¹ Other states include CO, FL, KY, SD, WI, and WV. ² Current footprint represents IL, IN, MI, OH, WV, and Pittsburgh MSA.   8  Transaction Enhances Leadership Positions & Adds Highly Attractive MSAs  #3  #1  #1  50%  Other States¹ 4 %  Pennsylvania 3%  Indiana 3%  Minnesota 6%  Illinois 7%  Michigan 29%  Ohio 48%  Expansion Markets 
 

     Uniquely Positioned to Win Across Footprint  9  Source: S&P Global; Note: Market share data as of 30-Jun-20. Peers include CFG, CMA, FHN, FITB, KEY, MTB, PNC, RF, TFC, and ZION.Note: Excludes all deposits above $0.5B at any branch (excluded deposits are assumed to include a significant level of commercial deposits or are headquarter branches for direct banks).¹ Weighted average market share shown for top 20 MSAs by deposits.     MSAs with Top 5 Rank  MSA Wtd. Avg. Market Share¹          Leading Density and Distribution to Deliver Expanded Product Set to our Customers   
 

 EarningsProjections based on Wall Street consensus estimatesSynergies & RestructuringIdentified $490MM of pre-tax cost synergies (37% of TCF’s total non-interest expense or 40% excluding amortization and lease depreciation)Synergies realized 50% in 2021E, 75% in 2022E, and 100% thereafterRevenue synergies identified but not modeled$150MM incremental technology development investments over 3.5 years³$880MM one-time pre-tax merger expensesOther AdjustmentsLoan credit mark-down 2.4%Loan rate mark-up 1.1%Core deposit intangible equal to 0.50% of TCF’s non-time depositsEstimated deposit divestiture of ~$450MM18% effective tax rate on TCF earnings and merger adjustments  Compelling Pro Forma Financial Impact  10  GAAP EPS Accretion  Additional Metrics    >20% IRR  ~10% CET1 Ratio¹    Key Assumptions  Driving Value for Shareholders with Long-Term Upside  7%TBVPS Dilution  2.7yr TBVPS Earnback²  $0.09  $0.16  $0.23  2021E  2022E  Note: See appendix for detail. ¹ Pro forma estimated at closing. ² Accretion method earnback. Tangible book value per share dilution inclusive of total merger expenses and CECL double count ($0.62) divided by 2022E GAAP EPS accretion with fully realized cost synergies ($0.23). ³ Technology development investments expense incurred 40% in year 1 with the remainder depreciated over the subsequent 3 years. 2022E pre-tax impact of $20MM.   ~8%TCERatio¹  (Base Case)  (Fully Realized) 
 

   Fully Realized Cost Synergies 2022E Efficiency Ratio  Fully Realized Cost Synergies 2022E ROTCE  Benefits of Increased Scale      Creates Peer-Leading Financial Performance  11  ~20bp Benefit  ~300bp Benefit  ~300bp Benefit      Source: S&P Global, Capital IQ, IBES Estimates; Note: Assumes fully realized cost synergies.Note: Peers include CFG, CMA, FHN, FITB, KEY, MTB, PNC, RF, TFC, and ZION. Benefit relative to Huntington’s standalone 2022E performance metrics as implied by IBES consensus estimates.  Fully Realized Cost Synergies 2022E ROA  Pressing the Huntington Advantage at a Critical Point in the Cycle         
 

 Significant Value Creation Driven by Fully Identified Cost Synergies  $490MM of pre-tax cost synergies (fully realized)Elimination of redundancies and duplication enhances operating leverageRobust integration experience: completed 6 transactions since 2010 and over-delivered revenue and cost synergies on the largest, FirstMerit  CostSynergies:$490MM  Source: S&P Global, Company Filings; Note: Market data as of 11-Dec-20. 1 Capitalized value of synergies assumes P-T synergies of $490MM equal to 37% of TCF’s total noninterest expense or 40% excluding lease depreciation and amortization; calculated as A-T synergies multiplied by 10x P/E net of total A-T restructuring costs of $720MM. Assumes 18% tax rate.   Illustrative Value Creation ($B)  Expected Cost Synergies Breakout and Commentary  12   
 

 Building the Leading People-First, Digitally-Powered Bank  13  #1 in Regional Bank Mobile App Customer Satsfaction¹  1 Huntington received the highest score among regional banks ($55B to $150B in deposits) in the J.D. Power 2019‐2020 U.S. Banking Mobile App Satisfaction Study of customers’ satisfaction with their financial institution’s mobile applications for banking account management. Visit jdpower.com/awards for more details. ² Technology development investments expense incurred 40% in year 1 with the remainder depreciated over the subsequent 3 years. 2022E pre-tax impact of $20MM.   Starting with a Strong Foundation . . .  . . . With Differentiated Digital Services . . .  . . . and an Accelerated Budget . . .  . . . to Drive Continued Innovation  Development Investment        ~2x  Money Management  Track and analyze your spending and help you create and reach your financial goals    The Hub  Personalized Insights    Leveraging AI to provide personalized and proactive insights  Savings Automation      Use AI to analyze your spending habits, income, and upcoming expenses to find money you’re not using in your account  $150MMIncremental Technology Development Investments over3.5 Years² 
 

   Diversified Combined Loan Portfolio  14  Diversified Portfolio with Aggregate Moderate-to-Low Risk Profile  $ 117B  Source: S&P Global; Note: Data as of 30-Sep-20. C&I loans include OO-CRE and leases.  Balanced Combined Loan & Lease Portfolios…  … with Geographically Diverse Product Footprint    Commercial56%  Consumer44%                                                                                                                                                                Consumer BankingCommercial BankingSmall Business BankingWealth Management Mortgage Banking  National  Regional  Commercial Consumer  Corporate BankingSpecialty BankingLease & Equipment FinanceInventory FinanceAuto, RV, Marine                          ​TraditionalC&I29%  Auto Floorplan& Inventory Finance4%  ​EquipmentFinance10%  ​CRE13%  ​Mortgage17%  ​Home Equity10%  ​Auto11%  ​RV /Marine4%  ​Other2% 
 

           15  Top digital origination platform increases customer service and banking access Increasing the breadth of mortgage banking services in all marketsNext-level private banking experience for commercial and affluent customers   Brings Huntington’s #1 SBA platform to business friendly Twin Cities and DenverAccelerates growth in Illinois on top of organically built #2 ranked SBA franchise1Commits more resources to grow business banking segment  Increases the size of commercialloan portfolio by ~60%Leverage in-house capabilities for treasury management and capital marketsProduct and industry vertical specialization to do more for customers  ¹ Small Business Administration ranking by 7(a) loan volume. 2 Monitor 100 bank-owned equipment finance business on a combined basis. 3 Per Bloomberg; 2019 US municipal underwriting manager by volume. 4 Greenwich Associates 2019 national and Midwest awards for overall satisfaction, likelihood to recommend, and cash management. 5 Pro forma combined rank in the states of Ohio and Michigan. 6 Pro forma AUM for combined company.      Powerful Opportunity to Drive Long-Term Growth  Supports Long-Term Goals to Deliver Sustainable, Through-the-Cycle Returns  Commercial Banking  Business Banking  Consumer & Private Client  #10  MunicipalUnderwriting3  #8  EquipmentFinance2  #1  SBA 7(a)Lender in U.S.1  6  Greenwich Business Banking Awards4  #1  Bank Mortgage OriginatorOhio / Michigan5  #8  Auto BankLender  $19B  AUM6 
 

 Diligence Snapshot            By theNumbers  >350professionals,including advisorsand consultants  ~80%review of loanportfolio by balances              Credit Diligence Approach  Reviewed risk framework, credit policies, strategies, committee materials, and loan filesAssessment of performance trends across credit migration, delinquencies, and historical losses Commercial loan portfolioTop lending relationships and exposuresCovid-19 impacted industriesCapital Solutions, Inventory Finance, and other specialty lending portfoliosConsumer loan portfolioStatistical analysis across portfolio segments and review of credit file samples          Robust Due Diligence Process  16  Diligence Focus Areas    Commercial Real Estate  Specialty Lending  Commercial Banking  Consumer Banking  Credit Underwriting & CECL  Internal Audit & Legal  Risk Management  Information Technology &Operations  Regulatory & Compliance  Marketing & Communications  Finance, Tax & Accounting  Human Resources  Dedication of Company-Wide Resources to Assess Benefits, Risks, and Opportunities  Detailed Diligence Process Aligned to Maintaining Huntington’s Aggregate Moderate-to-Low Risk Appetite 
 

 Financially Attractive Transaction Increases Scale and Growth  Building scale – creating a top 10 U.S. regional bankExpands prominence in core markets and extends into desirable new markets, resulting inleading density and distributionSynergistic transaction with significant branch overlap produces highly compelling financial resultsCreates peer-leading financial performanceAccelerates digital investments and capabilities across broader platform to enhance client value propositionFurther diversifies combined loan portfolio across asset classes and marketsLower risk, in-market transaction benefiting from thorough diligence and successful integration track record  17                                                                                                                                                                         
 

 Appendix 
 

   Pro Forma Loan and Deposit Composition  Deposits  Loans and Leases  $ 82B  $ 35B  $ 117B  $ 134B  $ 95B  $ 39B  Source: S&P Global; Note: Data as of 30-Sep-20. C&I loans include OO-CRE and leases.  19 
 

 Earnings Estimates  Projections based on Wall Street consensus estimates          Synergies  Identified $490MM of pre-tax cost synergiesRepresents 37% of TCF’s total non-interest expense or 40% excluding amortization and lease depreciationRealized 50% in 2021E, 75% in 2022E, and 100% thereafterFair Play policy adjustment of $15MM pre-taxRevenue synergies identified but not modeled          Merger Expenses  One-time pre-tax merger expenses of $880MM, realized 50% at closing and 50% in 2021EFully reflected in pro forma tangible book value per share at closing for illustrative purposes          Loan Mark  Gross credit mark-down of $859MM pre-tax or 2.4% of loans at closeLoan interest rate mark-up of $372MM pre-tax or 1.1% of loans at closeNon-PCD CECL reserve of $339MM established day-2 through provision expense (represents “double count” of the non-PCD credit mark)Loan interest rate mark and non-PCD credit mark amortized / accreted overexpected loan maturity periods Reversal of TCF’s existing unamortized loan mark projected at close (~$77MM)           Core Deposit Intangible  0.50% of TCF non-time depositsAmortized using sum-of-years digits over 10 years  ]        Deposit Divestiture  Estimated deposit divestiture of ~$450MM          Other Items  Other interest rate fair market value adjustments on securities, time-deposits, borrowings with $(45)MM after-tax impact to equity and accreted through earningsPermanent fair market value adjustments on fixed assets, OREO, other assets and liabilities, and preferred stock with $(104)MM after-tax impact to equity18% effective tax rate on TCF earnings and merger adjustments          Capitalization  No changes to capital allocation priorities  Detailed Transaction Assumptions     Pre-tax $MM  Credit  Interest Rate  Total Mark  PCD Loan Mark  $(520)  $(8)  $(528)  Non-PCD Loan Mark  $(339)  $380  $41  Total Loan Mark  $(859)  $372  $(487)  20 
 

 Earnings Per Share Accretion     21  ($ in millions, except per share)  2022EGAAP EPS Accretion      Huntington 2022E consensus median estimate   $ 1,251  TCF 2022E consensus median estimate   494       After-Tax Transaction Adjustments     Fully realized cost synergies   $ 400  Core deposit intangible amortization, net   (9)  Fair Play policy adjustment   (12)  Loans and other fair market value adjustment amortization   (113)  Non-PCD loan credit mark accretion (“double-count”)   124  Incremental technology development spend    (16)  Other adjustments¹   11  Pro forma 2022E Huntington net income   $ 2,130  Pro forma average fully diluted shares   1,443       Huntington 2022E standalone EPS   $ 1.25       Pro Forma 2022E EPS   $ 1.48       $ EPS accretion to Huntington   $ 0.23  % EPS accretion to Huntington   18.1 %  ¹ Other adjustments include: financing cost of cash, lost earnings from deposit divestiture, 18% tax rate adjustment, and net provision adjustment for TCF.  Fully Realized Synergies 
 

 TBVPS Dilutionat Close  $ 0.62          2022E GAAPEPS Accretion(Fully RealizedCost Synergies)  $ 0.23          Accretion MethodTBVPS Earnback  2.7 years  Tangible Book Value Per Share Build-Up  Pro Forma Tangible Book Value Per Share     22  1 Includes the impact of estimated earnings, payment of dividends, repurchases through closing, and amortization of existing core deposit intangible.2 Includes merger consideration and purchase accounting adjustments.3 Includes full impact of one-time merger expenses for illustrative purposes.   Tangible Book Value Per Share Earnback  1 %  (5)%  (7)%    Cumulative Impact   
 

 Non-GAAP Reconciliation: Adjusted Non-Interest Expense     23  ($ in millions)  Consensus Estimates12 Months Ended31-Dec-22       Adjusted Non-Interest Expense     Total Non-Interest Expense  $ 1,309   Other Intangibles Amortization  (18)  Lease Financing Equipment Depreciation  (72)       Adjusted Non-Interest Expense¹  $ 1,219        Pre-Tax Cost Synergies, Fully Realized  $ 490       % of Total Non-Interest Expense  37 %  % of Adjusted Non-Interest Expense¹  40 %  ¹ Adjusted noninterest expense is provided as it removes certain items that are material and potentially non-recurring. Adjusted figures are intended to provide management and investors information on trends that are more comparable across periods and potentially more comparable across institutions.   
 


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