INTRODUCTION


We are a multi-state diversified regional bank holding company organized under
Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we
have over 150 years of servicing the financial needs of our customers. Through
our subsidiaries, we provide full-service commercial and consumer banking
services, mortgage banking services, automobile financing, recreational vehicle
and marine financing, equipment financing, inventory finance, investment
management, trust services, brokerage services, insurance products and services,
and other financial products and services. Our 1,236 full-service branches and
private client group offices are primarily located in Ohio, Colorado, Illinois,
Indiana, Kentucky, Michigan, Minnesota, Pennsylvania, South Dakota, West
Virginia and Wisconsin. Select financial services and other activities are also
conducted in various other states. International banking services are available
through the headquarters office in Columbus, Ohio. Our foreign banking
activities, in total or with any individual country, are not significant.
This MD&A provides information we believe necessary for understanding our
financial condition, changes in financial condition, results of operations, and
cash flows. The MD&A included in our 2020 Annual Report on Form 10-K should be
read in conjunction with this MD&A as this discussion provides only material
updates to the 2020 Annual Report on Form 10-K. This MD&A should also be read in
conjunction with the Unaudited Condensed Consolidated Financial Statements,
Notes to Unaudited Condensed Consolidated Financial Statements, and other
information contained in this report.
EXECUTIVE OVERVIEW
Acquisition of TCF Financial Corporation
On June 9, 2021, Huntington closed the acquisition of TCF Financial Corporation
in an all-stock transaction valued at $7.2 billion. TCF was a financial holding
company headquartered in Detroit, Michigan with operations across the Midwest.
The acquisition added depth in existing markets and new markets for expansion
and brings complimentary businesses together to drive synergies and growth.
Historical periods prior to June 9, 2021 reflect results of legacy Huntington
operations. Subsequent to closing, results reflect all post-acquisition
activity. For further information, refer to Note 2 "  Acquisition of TCF
Financial Corporation  " of the Notes to Unaudited Condensed Consolidated
Financial Statements.
Summary of 2021 Third Quarter Results Compared to 2020 Third Quarter
For the quarter, we reported net income of $377 million, or $0.22 per common
share, compared with $303 million, or $0.27 per common share, in the year-ago
quarter. The reported net income benefited from a decline in provision for
credit losses of $239 million and was impacted by TCF acquisition-related
expenses totaling $234 million. After tax TCF acquisition-related expenses were
$192 million or $(0.13) per common share.
Net interest income was $1.2 billion, up $343 million, or 42% from the year-ago
quarter. FTE net interest income was $1.2 billion, up $345 million, or 42%, from
the year-ago quarter. The increase in FTE net interest income reflected the
benefit from the $48.7 billion, or 44%, increase in average earning assets,
partially offset by a 6 basis point decrease in the FTE net interest margin to
2.90%. Average earning asset growth included a $29.4 billion, or 36%, increase
in average loans and leases and a $13.1 billion, or 57% increase in average
securities, both of which were impacted by the TCF acquisition in June 2021.
                                                             2021 3Q Form 10-Q 5

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The provision for credit losses decreased $239 million from the year-ago quarter
to a benefit of $62 million in the 2021 third quarter. The decrease reflected
the benefit from improvement in the macroeconomic scenarios. NCOs decreased $58
million from the year-ago-quarter to $55 million. Both commercial NCOs of $47
million and consumer NCOs of $8 million were down on a year-over-year basis.
Total NCOs represented an annualized 0.20% of average loans and leases in the
current quarter, down from 0.56% in the year-ago quarter.
Noninterest income was $535 million, up $105 million, or 24%, and noninterest
expense increased $577 million, or 81%, from the year ago quarter. The increases
in both noninterest income and noninterest expense were primarily impacted by
the acquisition of TCF.
Common Equity Tier 1 risk-based capital ratio was 9.57%, down from 9.89% a year
ago. The regulatory Tier 1 risk-based capital ratio was 11.35% compared to
12.37% at September 30, 2020. The decrease in regulatory capital ratios was
driven by the repurchase of 33.4 million common shares over the last three
quarters, cash dividends, partially offset by earnings, adjusted for the CECL
transition. The balance sheet growth as a result of the TCF acquisition was
largely offset by the common stock issued related to the acquisition, net of
goodwill and intangibles, as well as elevated deposits at the Federal Reserve
Bank (both of which are 0% risk weighted). The regulatory Tier 1 risk-based
capital and total risk-based capital ratios also reflect the issuance of $500
million of Series H preferred stock in the 2021 first quarter, the issuance of
$175 million of Series I preferred stock in the 2021 second quarter resulting
from the conversion of TCF preferred stock, partially offset by the redemption
of $600 million of Series D preferred stock in the 2021 third quarter.
Additionally, the total risk-based capital ratio reflects the issuance of $558
million of subordinated notes in the 2021 third quarter.
On July 21, 2021, the Board approved the repurchase of up to $800 million of
common shares within the next four quarters. Purchases of common stock under the
authorization may include open market purchases, privately negotiated
transactions, and accelerated share repurchase programs. During the 2021 third
quarter, Huntington repurchased a total of $500 million of common stock,
representing 33.4 million common shares, at a weighted average price of $14.96.
Business Overview
General
Our general business objectives are:
•Pursue consistent organic revenue and balance sheet growth.
•Invest in our businesses, particularly technology and risk management.
•Deliver positive long-term operating leverage.
•Maintain an aggregate moderate-to-low, through-the-cycle risk appetite.
•Execute disciplined capital management.
COVID-19
The COVID-19 pandemic has caused unprecedented disruption that has affected
daily living and has negatively impacted the economy. As further discussed in
"Discussion of Results of Operations," the volatility in the markets and
lingering economic uncertainty caused by the pandemic continue to impact our
performance.
Huntington was able to react quickly to the changes required by the pandemic
because of the commitment and flexibility of its workforce coupled with
well-prepared business continuity plans. We continue to monitor the impact of
the virus and evolving government guidelines.
Throughout the pandemic, we have worked with our customers to originate and
renew business loans as well as originate loans made available through the SBA
PPP, a lending program established as part of the relief to American consumers
and businesses in the CARES Act. Several subsequent congressional acts have
reopened and extended the PPP loan program. During the 2021 third quarter, we
continued to work with our customers who received PPP loan forgiveness. Through
September 2021, $8.5 billion of the PPP loans have been forgiven by the SBA of
the original $11.4 billion of PPP loans originated by both Huntington and TCF
prior to acquisition.
Uncertainty remains as to when there will be a return to historical norms of
economic and social activity. Should current economic conditions deteriorate or
if the pandemic worsens due to various factors, including through the spread of
more easily communicable variants of COVID-19, such conditions could have an
adverse effect on our business and results of operations and could adversely
affect our financial condition.
6 Huntington Bancshares Incorporated
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Economy
We continued to see increasing momentum in our business strategies during the
quarter, delivering loan growth (excluding PPP) and fee income, including areas
like wealth, capital markets, and cards and payments. Additionally, we continue
to make strategic investments to drive sustained organic growth by dynamically
managing expenses.

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