Item 2.02. Results of Operations and Financial Condition.
On January 20, 2023, Huntington Bancshares Incorporated ("Huntington") issued a
news release announcing its earnings for the quarter and year ended December 31,
2022. Also on January 20, 2023, 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
January 20, 2023, at 9:00 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 (877) 407-8029;
Conference ID #13734972. 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 January 28, 2023 at (877) 660-6853 or
(201) 612-7415; conference ID #13734972.
The information contained or incorporated by reference in this Current Report on
Form 8-K contains certain forward-looking statements, including, but not limited
to, certain plans, expectations, goals, projections, and statements, which are
not historical facts and 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 related variants and
mutations and their 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 possibility that the anticipated benefits of the transaction
with TCF 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 does business; and other factors that may affect the future
results of Huntington. 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, 2021, and in its subsequent
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30,
2022, and September 30, 2022, 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. Huntington does not assume 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.
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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
January 20, 2023.
Exhibit 99.2 - Quarterly Financial Supplement, December 31, 2022.
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