Huntington Bancshares (HBAN) 8-K Report of Independent Registered Public Accounting Firm

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Huntington Bancshares Incorporated (“Huntington”) and TCF Financial Corporation (“TCF”) as an acquisition by Huntington of TCF. The merger of TCF with and into Huntington (the “merger”) was announced on December 13, 2020, and provides that each share of common stock, par value $1.00 per share, of TCF (“TCF common stock”) issued and outstanding immediately prior to the effective time of the merger (the “effective time”) (other than certain shares held by Huntington or TCF) will be automatically converted into the right to receive 3.0028 shares (the “exchange ratio” and such shares, the “merger consideration”) of common stock, par value $0.01 per share, of Huntington (“Huntington common stock”). In addition, at the effective time, each share of 5.70% Series C Non-Cumulative Perpetual Preferred Stock, no par value, of TCF (“ TCF series C preferred stock”) issued and outstanding immediately prior to the effective time will be automatically converted into the right to receive one share of a newly created series of preferred stock of Huntington (the “new Huntington preferred stock”).

The unaudited pro forma condensed combined financial information have been prepared to give effect to the following:

• The acquisition of TCF by Huntington under the provision of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations” where the assets and liabilities of TCF will be recorded by Huntington at their respective fair values as of the date the merger is completed;

• The distribution of shares of Huntington common stock to TCF’s shareholders in exchange for shares of TCF common stock (based upon a 3.0028 exchange ratio);

• Certain reclassifications to conform historical financial statement presentation of TCF to Huntington; and

• Transaction costs in connection with the merger.

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of Huntington and the related notes included in Huntington’s Annual Report on Form 10-K for the year ended December 31, 2019, and the historical unaudited condensed consolidated financial statements of Huntington and the related notes included in Huntington’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, and (ii) the historical audited consolidated financial statements of TCF and the related notes included in Exhibit 99.1 to this current report on Form 8-K, and the historical unaudited consolidated financial statements of TCF and the related notes included in Exhibit 99.2 to this current report on Form 8-K.

The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2020 and for the year ended December 31, 2019 combine the historical consolidated income statements of Huntington and TCF, giving effect to the merger as if it had been completed on January 1, 2019. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the historical consolidated balance sheets of Huntington and TCF, giving effect to the merger as if it had been completed on September 30, 2020.

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by Huntington in accordance with Regulation S-X Article 11, Pro Forma Financial Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020.

The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the merger.

As of the date of January 28, 2021, Huntington has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the TCF assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain TCF assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. A final determination of the fair value of TCF’s assets and liabilities will be based on TCF’s actual assets and liabilities as of the date on which the closing of the merger occurs (the “closing date”) and, therefore, cannot be made prior to the completion of the merger. In addition, the value of the merger consideration to be paid by Huntington in shares of Huntington common stock upon the completion of the merger will be determined based on the closing price of Huntington common stock on the closing date and the number of issued and outstanding shares of TCF common stock immediately prior to the closing of the merger. Actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information, and the differences may be material.

Further, Huntington has not identified all adjustments necessary to conform TCF’s accounting policies to Huntington’s accounting policies. Upon completion of the merger, or as more information becomes available, Huntington will perform a more detailed review of TCF’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the financial information of Huntington after giving effect to the merger (the “combined company”).

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. Huntington estimated the fair value of certain TCF assets and liabilities based on a preliminary valuation analysis, due diligence information, information presented in TCF’s SEC filings and other publicly available information. Until the merger is completed, both companies are limited in their ability to share certain information.

Upon completion of the merger, a final determination of the fair value of TCF’s assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2020

(dollars in millions, except per share data)							Transaction Accounting Adjustments								Pro forma Condensed Combined
	Historical Huntington			Historical TCF			Reclassifications Note 2			Pro forma Adjustments			Note 4
Assets
Cash and due from banks	$	1,029		$	538		$	—		$	—				$	1,567
Interest-bearing deposits in the Federal Reserve Bank		5,246			1,233											6,479
Interest-bearing deposits in banks		109			—											109
Trading account securities		54			—											54
Available-for-sale securities		14,807			7,446											22,253
Held-to-maturity securities		8,557			170						10			A		8,737
Other securities		421			301											722
Loans held for sale		1,303			460											1,763
Loans and Leases		81,156			34,344						146			B		115,646
Allowance for loan and lease losses		(1,796	)		(515	)					(333	)		C		(2,644	)
Net loans and leases		79,360			33,829			—			(187	)				113,002
Bank owned life insurance		2,567			—			156								2,723
Premises and equipment		752			470						(89	)		D		1,133
Goodwill		1,990			1,313						893			E		4,196
Servicing rights and other intangible assets		419			190						24			F		633
Other assets		3,502			1,616			(156	)		(3	)		G		4,959
Total Assets	$	120,116		$	47,566		$	—		$	648				$	168,330
Liabilities and Shareholders’ Equity
Deposits	$	95,154		$	39,172		$	—		$	20			H	$	134,346
Short-term borrowings		222			655											877
Long-term debt		9,174			872						29			I		10,075
Other liabilities		2,649			1,208						9			J		3,866
Total Liabilities		107,199			41,907			—			58					149,164
Shareholder’s Equity:
Preferred stock		2,191			169						15			K		2,375
Common stock		10			152						(147	)		L		15
Capital surplus		8,766			3,451						2,949			M		15,166
Less treasury shares, at cost, and other		(59	)		(27	)					27					(59	)
Accumulated other comprehensive gain (loss)		257			192						(192	)		N		257
Retained earnings		1,752			1,700						(2,062	)		O		1,390
Total shareholders’ equity		12,917			5,637			—			590					19,144
Noncontrolling interests in consolidated subsidiaries		—			22						—					22
Total Equity Capital		12,917			5,659			—			590					19,166
Total liabilities and shareholders’ equity	$	120,116		$	47,566		$	—		$	648				$	168,330

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

For the Nine Months Ended September 30, 2020

(dollars in millions, except per share data)						Transaction Accounting Adjustments								Pro forma Condensed Combined
	Historical Huntington			Historical TCF		Reclassifications Note 2			Pro forma Adjustments			Note 5
Interest and fee income:
Loans and leases	$	2,327		$	1,209	$	—		$	(50	)		A	$	3,486
Investment securities		407			121		—			(2	)		B		526
Other		35			24		—			—					59
Total interest income		2,769			1,354		—			(52	)				4,071
Interest expense:
Deposits		182			146		—			(1	)		C		327
Borrowings		188			51		—			11			D		250
Total interest expense		370			197		—			10					577
Net interest income		2,399			1,157		—			(62	)				3,494
Provision for credit losses		945			245		—			—					1,190
Net interest income after provision for credit losses		1,454			912		—			(62	)				2,304
Service charges on deposit accounts		223			83		—			—					306
Cards and payment processing income		183			66		—			—					249
Trust and investment management services		140			19		—			—					159
Mortgage banking income		277			10		—			—					287
Leasing income		—			103		—			—					103
Capital markets fees		91			—		15			—					106
Insurance income		72			—		—			—					72
Bank owned life insurance income		49			—		4			—					53
Gain on sale of loans and leases		30			73		—			—					103
Net (losses) gains on sales of securities		(1	)		2		—			—					1
Other income		118			33		(19	)		—					132
Total noninterest income		1,182			389		—			—					1,571
Personnel costs		1,267			512		—			—					1,779
Outside data processing and other services		273			—		63			—					336
Equipment		132			160		(70	)		—					222
Net occupancy		119			—		70			(2	)		F		187
Lease financing equipment depreciation		—			55		—			—					55
Professional services		34			—		18			—					52
Amortization of intangibles		31			—		16			5			G		52
Marketing		23			—		21			—					44
Deposit and other insurance expense		24			—		18			—					42
Merger-related expenses		—			172		—			—					172
Other expense		136			249		(136	)		—					249
Total noninterest expense		2,039			1,148		—			3					3,190
Income before income taxes		597			153		—			(65	)				685
Provision for income taxes		96			15		—			(15	)		J		96
Income before minority interest		501			138		—			(50	)				589
Income attributable to minority interest		—			6		—			—					6
Net income		501			132		—			(50	)				583
Dividends on preferred shares		65			7		—			—					72
Net income applicable to common shares	$	436		$	125	$	—		$	(50	)			$	511
Earnings per common share	$	0.43			0.82									$	0.35
Diluted earnings per common share		0.42			0.82									$	0.34
Weighted average common shares		1,017,052			151,761								K		1,472,761
Diluted average common shares		1,031,573			151,827								K		1,487,479

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

For the Year Ended December 31, 2019

(dollars in millions, except per share data)						Transaction Accounting Adjustments								Pro forma Condensed Combined
	Historical Huntington			Historical TCF		Reclassifications Note 2			Pro forma Adjustments			Note 5
Interest and fee income:
Loans and leases	$	3,541		$	1,431	$	—			19			A	$	4,991
Investment securities		596			118		—			(4	)		B		710
Other		64			38		—			—					102
Total interest income		4,201			1,587		—			15					5,803
Interest expense:
Deposits		585			226		—			18			C		829
Borrowings		403			72		—			10			D		485
Total interest expense		988			298		—			28					1,314
Net interest income		3,213			1,289		—			(13	)				4,489
Provision for credit losses		287			65		—			330			E		682
Net interest income after provision for credit losses		2,926			1,224		—			(343	)				3,807
Service charges on deposit accounts		372			128		—			—					500
Cards and payment processing income		246			87		—			—					333
Trust and investment management services		178			10		—			—					188
Mortgage banking income		167			21		—			—					188
Leasing income		—			164		—			—					164
Capital markets fees		123			—		(7	)		—					116
Insurance income		88			—		—			—					88
Bank owned life insurance income		66			—		2			—					68
Gain on sale of loans and leases		55			26		—			—					81
Net (losses) gains on sales of securities		(24	)		7		—			—					(17	)
Other income		183			22		5			—					210
Total noninterest income		1,454			465		—			—					1,919
Personnel costs		1,654			577		—			—					2,231
Outside data processing and other services		346			—		59			—					405
Equipment		163			190		(76	)		—					277
Net occupancy		159			—		75			(3	)		F		231
Lease financing equipment depreciation		—			76		—			—					76
Professional services		54			—		26			—					80
Amortization of intangibles		49			—		12			20					81
Marketing		37			—		28			—					65
Deposit and other insurance expense		34			—		18			—					52
Merger-related expenses		—			172		—			87					259
Other expense		225			317		(142	)		50					450
Total noninterest expense		2,721			1,332		—			154					4,207
Income before income taxes		1,659			357		—			(497	)				1,519
Provision for income taxes		248			50		—			(111	)				187
Income before minority interest		1,411			307		—			(386	)				1,332
Income attributable to minority interest		—			12		—			—					12
Net income		1,411			295		—			(386	)				1,320
Dividends on preferred shares		74			10		—			—					84
Net income applicable to common shares	$	1,337		$	285	$	—		$	(386	)			$	1,236
Earnings per common share	$	1.29		$	2.56									$	0.90
Diluted earnings per common share		1.27			2.55									$	0.89
Weighted average common shares		1,038,840			111,604								K		1,373,965
Diluted average common shares		1,056,079			111,818								K		1,391,847

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined income statement for the nine months ended September 30, 2020 and for the year ended December 31, 2019 combine the historical consolidated income statement of Huntington and TCF, giving effect to the merger as if it had been completed on January 1, 2019. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2020 combines the historical consolidated balance sheets of Huntington and TCF, giving effect to the merger as if it had been completed on September 30, 2020.

The unaudited pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger involving Huntington and TCF under the acquisition method of accounting with Huntington treated as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of the combined company. Under the acquisition method of accounting, the assets and liabilities of TCF, as of the effective time, will be recorded by Huntington at their respective fair values, and the excess of the merger consideration over the fair value of TCF’s net assets will be allocated to goodwill.

The merger provides for TCF common shareholders to receive 3.0028 shares of Huntington common stock for each share of TCF common stock they hold immediately prior to the merger. Based on the closing trading price of shares of Huntington common stock on the Nasdaq Global Select Market on January 22, 2021, the value of the merger consideration per share of TCF common stock was $41.56. In addition, each share of TCF’s series C preferred stock will be converted into the right to receive a share of new Huntington preferred stock.

The pro forma allocation of the purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded at the time the merger is completed. Adjustments may include, but are not be limited to, changes in (i) TCF’s balance sheet through the effective time; (ii) the aggregate value of merger consideration paid if the price of shares of Huntington common stock varies from the assumed $13.84 per share, which represents the closing share price of Huntington common stock on January 22, 2021; (iii) total merger related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iv) the underlying values of assets and liabilities if market conditions differ from current assumptions.

The accounting policies of both Huntington and TCF are in the process of being reviewed in detail. Upon completion of such review, additional conforming adjustments or financial statement reclassification may be necessary.

Note 2. Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of TCF’s financial information to identify differences in accounting policies and differences in balance sheet and income statement presentation as compared to the presentation of Huntington. At the time of preparing the unaudited pro forma condensed combined financial information, Huntington had not identified all adjustments necessary to conform TCF’s accounting policies to Huntington’s accounting policies. The adjustments represent Huntington’s best estimates based upon the information currently available to Huntington and could be subject to change once more detailed information is available.

Note 3. Preliminary Purchase Price Allocation

The following table summarizes the determination of the purchase price consideration with a sensitivity analysis assuming a 10% increase and 10% decrease in the price per share of Huntington common stock from the January 22, 2021 baseline with its impact on the preliminary goodwill.

(dollars in millions, except per share data, shares in thousands)	January 22, 2021		10% Increase		10% Decrease
Shares of TCF		152,514		152,514		152,514
Exchange ratio		3.0028		3.0028		3.0028
Huntington shares to be issued		457,969		457,969		457,969
Price per share of Huntington common stock on January 22, 2021	$	13.84	$	15.22	$	12.46
Preliminary consideration for common stock	$	6,338	$	6,970	$	5,706
Consideration for equity awards		52		58		47
Preferred stock fair value adjustment		15		15		15
Total pro forma purchase price consideration	$	6,405	$	7,043	$	5,768
Preliminary goodwill	$	2,206	$	2,844	$	1,569
TCF Net Assets at Fair Value
Assets
Cash and deposits					$	1,771
Investment and other securities						7,927
Loans held for sale						460
Loans and leases						33,972
Core deposit and other intangible assets						214
Other assets						1,994
Total Assets						46,338
Liabilities and Equity
Deposits						39,192
Short-term borrowings						655
Long-term debt						901
Other liabilities						1,185
Total liabilities						41,933
Preferred stock						184
Non-controlling interest						22
Total liabilities and equity						42,139
Net assets acquired						4,199
Preliminary goodwill					$	2,206

Note 4. Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheets

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 22.4% tax rate, which represents the blended statutory rate, to arrive at deferred tax asset or liability adjustments. All adjustments are based on preliminary assumptions and valuations, which are subject to change.

A. Adjustment to securities classified as held-to maturity to reflect the estimated fair value of the acquired investment securities.

B. Adjustment to loans and leases reflect estimated fair value adjustments, which include lifetime credit loss expectations for loans and leases, current interest rates and liquidity. The adjustment includes the following:

	September 30, 2020
	(dollars in millions)
Reversal of historical TCF loan and lease fair value adjustments	$	132
Estimate of lifetime credit losses on acquired loans and leases		(848	)
Estimate of fair value related to current interest rates and liquidity		344
Net fair value pro forma adjustments		(372	)
Gross up of PCD loans and leases for credit mark - See C below for Allowance		518
Cumulative pro forma adjustments to loans and leases	$	146

For purposes of pro forma presentation, the fair value adjustment is being recognized over a weighted average period of 2 years for commercial loans and 5 years for consumer loans in Interest and Fee Income— Loans and Leases.

C. Adjustments to the allowance for loan and lease losses include the following:

	September 30, 2020
	(dollars in millions)
Reversal of historical TCF allowance for loan and lease losses	$	(515	)
Estimate of lifetime credit losses for PCD loans and leases		518
Estimate of lifetime credit losses for non-PCD loans and leases		330
Net change in allowance for loan and lease losses	$	333

D. Adjustment to property and equipment to reflect the estimated fair value of acquired premises and equipment.

E. Eliminate the historical TCF goodwill of $1.3 billion at the closing date and record estimated goodwill associated with the merger of $2.2 billion.

F. Eliminate the historical TCF other intangibles of $152 million and record an estimated core deposit intangible of $164 million and a trust relationship intangible of $12 million related to the merger.

G. Adjustment to other assets to reflect the estimated fair value of other real estate owned.

H. Adjustment to deposits to reflect the estimated fair value of certificates of deposits.

I. Adjustment to long-term debt to reflect the estimated fair value of TCF long-term debt.

J. Adjustment to other liabilities for the following:

	September 30, 2020
	(dollars in millions)
Estimate of the fair value of accrued expenses and other liabilities	$	14
Foundation contribution		50
Merger-related transaction costs		87
Deferred taxes related to acquisition accounting adjustments		(142	)
Net other liabilities transaction accounting adjustments	$	9

K. Adjustment to preferred shares to reflect the estimated fair value of the TCF series C preferred stock and its conversion to new Huntington preferred stock.

L. Adjustments to common stock to eliminate TCF common stock of $152 million par value and record the issuance of Huntington common stock to TCF common shareholders of $5 million par value.

M. Adjustments to capital surplus to eliminate TCF capital surplus of $3.5 billion and record the issuance of Huntington common stock in excess of par value to TCF common shareholders of $6.4 billion.

N. Adjustment to eliminate TCF accumulated other comprehensive gain of $192 million.

O. Adjustment to eliminate TCF retained earnings of $1.7 billion offset by purchase accounting adjustments included herein.

Note 5. Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

A. Net adjustments to interest income of $(50) million and $19 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate TCF accretion of discounts on previously acquired loans and leases and record the estimated amortization of the net premium on acquired loans and leases.

B. Net adjustments to interest income of $(2) million and $(4) million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to record the estimated amortization of the premium on acquired held-to-maturity securities.

C. Net adjustment to reflect interest expense on deposits of $(1) million and $18 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate the TCF discount accretion on previously acquired deposits and to record the estimated amortization of the deposit premium on acquired interest-bearing deposits.

D. Net adjustment to reflect interest expense on borrowings of $11 million and $10 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate the TCF discount accretion on previously acquired debt and to record the estimated amortization of premium on long-term debt.

E. Adjustment to record provision expense on TCF’s non-PCD loans of $330 million.

F. Adjustment to occupancy expense of $(2) million and $(3) million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to reflect reduction of depreciation expense as a result of estimated fair value on acquired property. Average life of the depreciable assets will be twelve years.

G. Net adjustments to intangible amortization of $5 million and $20 million for the nine-month period ended September 30, 2020 and the year ended December 31, 2019, respectively, to eliminate TCF amortization on other intangible assets and record estimated amortization of acquired other intangible assets. Core deposit intangibles will be amortized using the sum-of-the-years-digits method over ten years. Trust relationship intangible assets will be amortized using the sum-of-the-year-digits over twelve years.

					Amortization Expense
(dollars in millions)	Estimated Fair Value		Useful Life (years)		Year ended December 31, 2019			Nine-month period ended September 30, 2020
Core deposit intangible	$	164		10	$	30		$	20
Trust relationship intangible		12		12		2			1
	$	176				32			21
Historical amortization expense						(12	)		(16	)
Pro forma net adjustment to amortization					$	20		$	5
Amortization for next five years
Remainder of 2020	$	7
2021		25
2022		22
2023		19
2024		16

H. Adjustment to reflect the merger-related transaction costs of $87 million.

I. Adjustment to reflect Huntington’s committed contribution of $50 million to establish a new Huntington Donor Advised Fund at the Community Foundation for Southeast Michigan.

J. Adjustment to income tax expense to record the income tax effects of pro forma adjustments at the estimated combined statutory federal and state rate at 22.4%.

K. Adjustments to weighted-average shares of Huntington common stock outstanding to eliminate weighted-average shares of TCF common stock outstanding and record shares of Huntington common stock outstanding, calculated using an exchange ratio of 3.0028 per share for all shares.

Note 6. Potential Divestitures in Connection with the Merger

As part of the initial filing of the application to the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) on January 11, 2021, Huntington and TCF offered to divest TCF branches in four Michigan banking markets with deposits totaling approximately $375 million, based on Summary of Deposit levels reported as of June 30, 2020, to address potential competitive concerns. Because there can be no assurance that the divestiture proposal will be accepted or deemed sufficient by the Federal Reserve Board and the Antitrust Division of the Department of Justice (the “DOJ”), these divestitures are excluded from the unaudited pro forma condensed combined financial information.