HUNTINGTON BANCSHARES INC /MD/ : Results of Operations and Financial Condition (form 8-K)

Item 2.02.   Results of Operations and Financial Condition.
On April 22, 2021, Huntington Bancshares Incorporated ("Huntington") issued a
news release announcing its earnings for the quarter ended March 31, 2021. Also
on April 22, 2021, Huntington made a Quarterly Financial Supplement available in
the Investor Relations section of Huntington's website. Copies of Huntington's
news release and quarterly financial supplement are attached hereto as Exhibit
99.1 and Exhibit 99.2, respectively, and are incorporated by reference in this
Item 2.02.
Huntington's senior management will host an earnings conference call on
April 22, 2021, at 8:30 a.m. (Eastern Time). 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 [phone];
Conference ID 13716636. Slides will be available in the Investor Relations
section of Huntington's website about an hour prior to the call. A replay of the
webcast will be archived in the Investor Relations section of Huntington's
website. A telephone replay will be available approximately two hours after the
completion of the call through April 30, 2021 at [phone] or
[phone] conference ID 13716636.
The information contained or incorporated by reference in this Current Report on
Form 8-K contains certain forward-looking statements, including certain plans,
expectations, goals, projections, and statements, which are subject to numerous
assumptions, risks, and uncertainties. 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.
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 satisfy any of the
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, 2020, 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, 2020, which is on
file with the SEC and available on TCF's investor relations website,
http://ir.tcfbank.com, under the heading "Financial Information" and in other
documents TCF files with the SEC.

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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.
The information contained or incorporated by reference in Item 2.02 of this Form
8-K shall be treated as "furnished" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
Item 9.01.   Financial Statements and Exhibits.
The exhibits referenced below shall be treated as "furnished" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.

(d)Exhibits.

Exhibit 99.1 - News release of Huntington Bancshares Incorporated, dated April 22, 2021. Exhibit 99.2 - Quarterly Financial Supplement, March 31, 2021.

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