0000019612falseDepositary Shares00000196122020-12-132020-12-130000019612us-gaap:CommonStockMember2020-12-132020-12-130000019612tcf:DepositarySharesMember2020-12-132020-12-13

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
TCF-20201213_G1.JPG

 TCF FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
000-08185
38-2022454
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
333 W. Fort Street, Suite 1800, Detroit, Michigan 48226
(Address of principal executive offices, including Zip Code)
 
(800) 867-9757
(Registrant’s telephone number, including area code)
  
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 each class)
(Trading Symbol(s))
(Name of exchange on which registered)
Common Stock (par value $1 per share)
TCF
The NASDAQ Stock Market
Depositary shares, each representing a 1/1000th interest in a share of the 5.70% Series C Non-Cumulative
Perpetual Preferred Stock
TCFCP
The NASDAQ Stock Market
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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, TCF Financial Corporation (“TCF”) and Huntington Bancshares Incorporated (“Huntington”) issued a joint press release announcing the execution of the Agreement and Plan of Merger, dated as of December 13, 2020, by and between TCF and Huntington 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, TCF and Huntington 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
Number
Description
99.1
99.2
104 Interactive Data File

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 TCF and Huntington, 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; 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 TCF and Huntington; the outcome of any legal proceedings that may be instituted against TCF or Huntington; 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 TCF and Huntington 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 TCF and Huntington successfully; and other factors that may affect the future results of TCF and Huntington. Additional factors that could cause results to differ materially from those described above can be found 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, and 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.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither TCF nor Huntington 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 TCF and Huntington and a Prospectus of Huntington, as well as other relevant documents concerning the proposed transaction. The proposed transaction involving TCF and Huntington 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 TCF AND SHAREHOLDERS OF HUNTINGTON 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 TCF and Huntington, 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 TCF Investor Relations, TCF Financial Corporation, 333 W. Fort Street, Suite 1800, Detroit, Michigan 48226, (866) 258-1807 or to Huntington Investor Relations, Huntington Bancshares Incorporated, Huntington Center, HC0935, 41 South High Street, Columbus, Ohio 43287, (800) 576-5007.

Participants in Solicitation

TCF, Huntington and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of TCF and Huntington in connection with the proposed transaction under the rules of 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. 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. 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.
 
TCF FINANCIAL CORPORATION
/s/ David T. Provost
David T. Provost,
Chief Executive Officer
(Principal Executive Officer)
/s/ Brian W. Maass
Brian W. Maass,
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Kathleen S. Wendt
Kathleen S. Wendt,
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 
Dated:  December 14, 2020


Exhibit 99.1
TCFCORPORATELOGO20201.JPG                      HUNTINGTONLOGO1.JPG


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).



Exhibit 99.1
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.


Exhibit 99.1
•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.



Exhibit 99.1
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.


Exhibit 99.1

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

Exhibit 99.1
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.

###




December 14, 2020 DELIVERING VALUE, DRIVING LONG-TERM GROWTH

 
Disclaimer 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. USE OF NON-GAAP FINANCIAL MEASURES This 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 bank Expands prominence in core markets and extends into desirable new markets, resulting in leading density and distribution Synergistic transaction with significant branch overlap produces highly compelling financial results Creates peer-leading financial performance Accelerates digital investments and capabilities across broader platform to enhance client value proposition Further diversifies combined loan portfolio across asset classes and markets Lower 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 Value of Synergies >20% IRR ~1.3% ROA ~17% ROTCE ~55% Efficiency Ratio ~70% of MSAs Top 5 Deposit 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 # 5U.S. RegionalBank Rank2 # 8# 6 Leading within Combined Footprint3

 
Compelling Combination for Shareholders 5¹ 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 share • 11.8x Price / 2022E EPS; 6.5x Price / 2022E EPS with fully realized synergies • 1.5x Price / Tangible Book Value per Share Organization • Dual headquarters in Columbus, OH and Detroit, MI — Columbus will remain headquarters for the holding company and the Consumer Bank — Detroit will become headquarters for the Commercial Bank • Minneapolis, 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 Bank • Gary Torgow will serve as Chairman of the Bank board of directors • David Porteous will serve as Lead Director of the Holding Company and Bank boards of directors Pro Forma Impact • 18% EPS accretion in 2022E with fully realized synergies • 7% tangible book value per share dilution with 2.7 year earnback inclusive of total merger expenses and CECL double count² • 29% dividend accretion to TCF shareholders Approvals & Timing • Huntington and TCF shareholder approvals • Customary regulatory approvals • Anticipated closing 2Q 2021 Ownership 69% 31%HBAN TCF Board of Directors HBAN TCF13 5

 
$ 35B Total Loans TCF Financial is the Right Partner for Huntington 6 Established Midwestern Commercial Bank… $48B Total Assets Top 10 Footprint Deposit Market 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 Total Deposits Inventory Finance Capital Solutions 11.5% Common Equity Tier 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 Total Deposits ($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 7Source: 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)

 
M ar ke tS iz e Current Footprint² Minneapolis MSA Denver MSA $2.0T Total Market Deposits $218B Total Market Deposits $107B Total Market Deposits 51MM Total Population 4MM Total Population 3MM Total Population $3.1T Total GDP $264B Total GDP $214B Total GDP M ar ke t H ig h lig ht s 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. Pr o Fo rm a Po si ti on $123B Deposits TCF: 21% 20% Weighted Avg. Market Share $0.9B Deposits TCF: 100% 1% Market Share $8B Deposits TCF: 100% 4% Market Share 3 Retail Rank 3 Retail Rank 14 Retail Rank 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% Pro Forma Deposit Footprint: $135bn Other States¹ 4 % Pennsylvania 3% Indiana 3% Minnesota 6% Illinois 7% Michigan 29% Ohio 48% Expansion Markets

 
69 % 68 % 53 % 52 % 49 % 48 % 44 % 40 % 40 % 32 % 26 % Pro Forma Peer #1 Peer #2 Peer #3 Peer #4 Peer #5 Peer #6 Peer #7 Peer #8 Peer #9 Peer #10 16 % 16 % 13 % 13 % 12 % 12 % 12 % 12 % 10 % 10 % 9 % Pro Forma Peer #1 Peer #6 Peer #9 Peer #5 Peer #3 Peer #7 Peer #4 Peer #8 Peer #10 Peer #2 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. M SA s w it h To p 5 R an k M SA W td . A vg . M ar ke t Sh ar e¹ Leading Density and Distribution to Deliver Expanded Product Set to our Customers

 
9 % 13 % 18 % 50% Synergies 75% Synergies 100% Synergies Earnings • Projections based on Wall Street consensus estimates Synergies & Restructuring • Identified $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% thereafter • Revenue synergies identified but not modeled • $150MM incremental technology development investments over 3.5 years³ • $880MM one-time pre-tax merger expenses Other Adjustments • Loan credit mark-down 2.4% • Loan rate mark-up 1.1% • Core deposit intangible equal to 0.50% of TCF’s non-time deposits • Estimated deposit divestiture of ~$450MM • 18% 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% TCE Ratio¹ (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 ~55 % 58 % 63 % Pro Forma Peer #1 Peer #5 Peer #8 Peer #9 Peer #3 Peer #6 Peer #4 Peer #7 Peer #2 Peer #10

 
$ 13.3 $ 5.4 $ 3.3 $ 18.7 $ 22.0 Standalone Market Capitalizations Capitalized Value of Net Cost Synergies¹ Illustrative Combined Value +18% Significant Value Creation Driven by Fully Identified Cost Synergies • $490MM of pre-tax cost synergies (fully realized) • Elimination of redundancies and duplication enhances operating leverage • Robust integration experience: completed 6 transactions since 2010 and over-delivered revenue and cost synergies on the largest, FirstMerit Cost Synergies: $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 Branch Overlap Centralized Overhead & Functional Efficiencies Equipment & Occupancy Outside Services Other

 
2019 2020 2023E 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 $150MM Incremental Technology Development Investments over 3.5 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 Commercial 56% Consumer 44% Consumer Banking Commercial Banking Small Business Banking Wealth Management Mortgage Banking National Regional Commercial Consumer Corporate Banking Specialty Banking Lease & Equipment Finance Inventory Finance Auto, RV, Marine Tradi onal C&I 29% Auto Floorplan & Inventory Finance 4% Equipment Finance 10% CRE 13% Mortgage 17% Home Equity 10% Auto 11% RV / Marine 4% Other 2%

 
15  Top digital origination platform increases customer service and banking access  Increasing the breadth of mortgage banking services in all markets  Next-level private banking experience for commercial and affluent customers  Brings Huntington’s #1 SBA platform to business friendly Twin Cities and Denver  Accelerates growth in Illinois on top of organically built #2 ranked SBA franchise1  Commits more resources to grow business banking segment  Increases the size of commercial loan portfolio by ~60%  Leverage in-house capabilities for treasury management and capital markets  Product 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 the Numbers >350 professionals, including advisors and consultants ~80% review of loan portfolio by balances Credit Diligence Approach • Reviewed risk framework, credit policies, strategies, committee materials, and loan files • Assessment of performance trends across credit migration, delinquencies, and historical losses • Commercial loan portfolio o Top lending relationships and exposures o Covid-19 impacted industries o Capital Solutions, Inventory Finance, and other specialty lending portfolios • Consumer loan portfolio o Statistical 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 bank Expands prominence in core markets and extends into desirable new markets, resulting in leading density and distribution Synergistic transaction with significant branch overlap produces highly compelling financial results Creates peer-leading financial performance Accelerates digital investments and capabilities across broader platform to enhance client value proposition Further diversifies combined loan portfolio across asset classes and markets Lower risk, in-market transaction benefiting from thorough diligence and successful integration track record 17

 
Appendix

 
Pro Forma Loan and Deposit Composition D ep os it s Lo an s an d Le as es $ 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 32 % 3 % 7 % 9 % 16 % 11 % 16 % 5 % 1 % Auto RV / Marine Other Traditional C&I Auto Floorplan Equipment FinanceCRE Mortgage Home Equity 29 % 4 % 10 % 13 % 17 % 10 % 11 % 4 % 2 % Auto RV / Marine Other Traditional C&I Auto Floorplan & Inventory Finance Equipment FinanceCRE Mortgage Home Equity

 
Earnings Estimates • Projections based on Wall Street consensus estimates Synergies • Identified $490MM of pre-tax cost synergies • Represents 37% of TCF’s total non-interest expense or 40% excluding amortization and lease depreciation • Realized 50% in 2021E, 75% in 2022E, and 100% thereafter • Fair Play policy adjustment of $15MM pre-tax • Revenue synergies identified but not modeled Merger Expenses • One-time pre-tax merger expenses of $880MM, realized 50% at closing and 50% in 2021E • Fully 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 close • Loan interest rate mark-up of $372MM pre-tax or 1.1% of loans at close • Non-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 over expected loan maturity periods • Reversal of TCF’s existing unamortized loan mark projected at close (~$77MM) Core Deposit Intangible • 0.50% of TCF non-time deposits • Amortized 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 earnings • Permanent fair market value adjustments on fixed assets, OREO, other assets and liabilities, and preferred stock with $(104)MM after-tax impact to equity • 18% 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) 2022E GAAP 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 Dilution at Close $ 0.62 2022E GAAP EPS Accretion (Fully Realized Cost Synergies) $ 0.23 Accretion Method TBVPS 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 $ 8.43 $ 0.38 $ 8.81 $ 0.05 $ 8.86 $(0.48) $ 8.38 $(0.19) $ 8.19 HBAN 3Q20 Standalone Estimated Growth Through Close¹ HBAN Estimated at Close (2Q21) Net A-T Merger Consideration & Fair Market Value Impacts² Pro Forma TBVPS, Subtotal Full One-Time A-T Merger Expenses³ Pro Forma TBVPS, Subtotal Day 2 A-T CECL Non- PCD Reserve Pro Forma TBVPS

 
Non-GAAP Reconciliation: Adjusted Non-Interest Expense 23 ($ in millions) Consensus Estimates 12 Months Ended 31-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.