Item 8. Financial Statements and Supplementary Data

Information required by this item is set forth in the Reports of Independent Registered Public Accounting Firm (PCAOB ID 238), Consolidated Financial Statements and Notes to Consolidated Financial Statements, which is incorporated by reference into this item.

88 Huntington Bancshares Incorporated

REPORT OF MANAGEMENT’S EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Management of Huntington Bancshares Incorporated (Huntington or the Company) is responsible for the financial information and representations contained in the Consolidated Financial Statements and other sections of this report. The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States. In all material respects, they reflect the substance of transactions that should be included based on informed judgments, estimates, and currently available information. Management maintains a system of internal accounting controls, which includes the careful selection and training of qualified personnel, appropriate segregation of responsibilities, communication of written policies and procedures, and a broad program of internal audits. The costs of the controls are balanced against the expected benefits. During 2023, the audit committee of the board of directors met regularly with Management, Huntington’s internal auditors, and the independent registered public accounting firm, PricewaterhouseCoopers LLP, to review the scope of their audits and to discuss the evaluation of internal accounting controls and financial reporting matters. The independent registered public accounting firm and the internal auditors have free access to, and meet confidentially with, the audit committee to discuss appropriate matters. Also, Huntington maintains a disclosure review committee. This committee’s purpose is to design and maintain disclosure controls and procedures to ensure that material information relating to the financial and operating condition of Huntington is properly reported to its chief executive officer, chief financial officer, chief auditor, and the audit committee of the board of directors in connection with the preparation and filing of periodic reports and the certification of those reports by the chief executive officer and the chief financial officer.

REPORT OF MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Huntington’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment, Management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting is effective based on those criteria. The Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing on the next page.

Stephen D. Steinour – Chairman, President, and Chief Executive Officer

Zachary Wasserman – Senior Executive Vice President and Chief Financial Officer

February 16, 2024

2023 Form 10-K 89

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Huntington Bancshares Incorporated

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Huntington Bancshares Incorporated and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management's Assessment of Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

90 Huntington Bancshares Incorporated

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of the General Reserve of the Allowance for Credit Losses

As described in Notes 1 and 6 to the consolidated financial statements, management’s estimate of the allowance for credit losses of $2.4 billion as of December 31, 2023 includes a general reserve that consists of various risk-profile reserve components. The risk-profile components consider items unique to the Company’s structure, policies, processes, and portfolio composition, as well as qualitative measurements and assessments of the Company’s loan portfolios including, but not limited to, economic uncertainty, concentrations, portfolio composition, industry comparisons, and internal review functions.

The principal considerations for our determination that performing procedures relating to the valuation of the general reserve of the allowance for credit losses is a critical audit matter are (i) the significant judgment by management when determining the general reserve, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the methodology and assumptions used to determine the general reserve, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls related to the valuation of the general reserve of the allowance for credit losses. These procedures also included, among others, testing management’s process for determining the general reserve, including evaluating the appropriateness of management’s methodology, testing the completeness and accuracy of data utilized by management and evaluating the reasonableness of assumptions relating to the general reserve. Evaluating management’s assumptions related to the general reserve involved evaluating whether the assumptions used were reasonable considering portfolio composition, relevant market data, and indicators of economic uncertainty. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s methodology and assumptions related to the general reserve.

PricewaterhouseCoopers LLP

Columbus, Ohio

February 16, 2024

We have served as the Company’s auditor since 2015.

2023 Form 10-K 91

Huntington Bancshares Incorporated

Consolidated Balance Sheets

			At December 31,
(dollar amounts in millions)			2023						2022
Assets
Cash and due from banks			$	1,558					$	1,796
Interest-earning deposits with banks			8,765						5,122
Trading account securities			125						19
Available-for-sale securities			25,305						23,423
Held-to-maturity securities			15,750						17,052
Other securities			725						854
Loans held for sale (includes $506 and $520 respectively, measured at fair value)(1)			516						529
Loans and leases (includes $174 and $185 respectively, measured at fair value)(1)			121,982						119,523
Allowance for loan and lease losses			(2,255)						(2,121)
Net loans and leases			119,727						117,402
Bank owned life insurance			2,759						2,753
Accrued income and other receivables			1,646						1,573
Premises and equipment			1,109						1,156
Goodwill			5,561						5,571
Servicing rights and other intangible assets			672						712
Other assets			5,150						4,944
Total assets			$	189,368					$	182,906
Liabilities and shareholders’ equity
Liabilities
Deposits:
Demand deposits—noninterest-bearing			$	30,967					$	38,242
Interest-bearing			120,263						109,672
Total deposits			151,230						147,914
Short-term borrowings			620						2,027
Long-term debt			12,394						9,686
Other liabilities			5,726						5,510
Total liabilities			169,970						165,137
Commitments and Contingent Liabilities (Note 22)
Shareholders’ equity
Preferred stock			2,394						2,167
Common stock			15						14
Capital surplus			15,389						15,309
Less treasury shares, at cost			(91)						(80)
Accumulated other comprehensive income (loss)			(2,676)						(3,098)
Retained earnings			4,322						3,419
Total Huntington Bancshares Inc shareholders’ equity			19,353						17,731
Non-controlling interest			45						38
Total equity			19,398						17,769
Total liabilities and shareholders’ equity			$	189,368					$	182,906
Common shares authorized (par value of $0.01)			2,250,000,000						2,250,000,000
Common shares outstanding			1,448,319,953						1,443,068,036
Treasury shares outstanding			7,403,008						6,322,052
Preferred stock, authorized shares			6,617,808						6,617,808
Preferred shares outstanding			881,587						557,500

(1)Amounts represent loans for which Huntington has elected the fair value option. See Note 19 - “Fair Values of Assets and Liabilities.”

See Notes to Consolidated Financial Statements

92 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Statements of Income

			Year Ended December 31,
(dollar amounts in millions, except per share data, share amounts in thousands)			2023						2022						2021
Interest and fee income:
Loans and leases			$	6,811					$	4,816					$	3,636
Available-for-sale securities
Taxable			1,016						576						261
Tax-exempt			104						74						56
Held-to-maturity securities-taxable			401						351						174
Other securities-taxable			53						27						10
Other interest income			531						125						54
Total interest income			8,916						5,969						4,191
Interest expense
Deposits			2,497						363						45
Short-term borrowings			179						46						1
Long-term debt			801						287						43
Total interest expense			3,477						696						89
Net interest income			5,439						5,273						4,102
Provision for credit losses			402						289						25
Net interest income after provision for credit losses			5,037						4,984						4,077
Payments and cash management revenue			585						561						501
Wealth and asset management revenue			328						300						269
Customer deposit and loan fees			312						350						310
Capital markets and advisory fees			248						265						156
Leasing revenue			112						126						99
Mortgage banking income			109						144						309
Insurance income			74						79						82
Bank owned life insurance income			66						56						69
Gain on sale of loans			14						57						9
Net gains (losses) on sales of securities			(7)						—						9
Other noninterest income			80						43						76
Total noninterest income			1,921						1,981						1,889
Personnel costs			2,529						2,401						2,335
Outside data processing and other services			605						610						850
Deposit and other insurance expense			302						67						51
Equipment			263						269						248
Net occupancy			246						246						277
Marketing			115						91						89
Professional services			99						77						113
Amortization of intangibles			50						53						48
Lease financing equipment depreciation			27						45						41
Other noninterest expense			338						342						323
Total noninterest expense			4,574						4,201						4,375
Income before income taxes			2,384						2,764						1,591
Provision for income taxes			413						515						294
Income after income taxes			1,971						2,249						1,297
Income attributable to non-controlling interest			20						11						2
Net income attributable to Huntington Bancshares Inc			1,951						2,238						1,295
Dividends on preferred shares			142						113						131
Impact of preferred stock redemption			(8)						—						11
Net income applicable to common shares			$	1,817					$	2,125					$	1,153
Average common shares—basic			1,446,449						1,441,279						1,262,435
Average common shares—diluted			1,468,016						1,465,220						1,286,733
Per common share:
Net income—basic			$	1.26					$	1.47					$	0.91
Net income—diluted			1.24						1.45						0.90

See Notes to Consolidated Financial Statements

2023 Form 10-K 93

Huntington Bancshares Incorporated

Consolidated Statements of Comprehensive Income

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Net income attributable to Huntington Bancshares Inc			$	1,951					$	2,238					$	1,295
Other comprehensive income, net of tax:
Unrealized (losses) gains on available-for-sale securities, net of hedges			154						(2,184)						(254)
Net change related to cash flow hedges on loans			269						(695)						(192)
Translations adjustments, net of hedges			2						(5)						(3)
Change in accumulated unrealized gains for pension and other post-retirement obligations			(3)						15						28
Other comprehensive income (loss), net of tax			422						(2,869)						(421)
Comprehensive (loss) income attributable to Huntington Bancshares			2,373						(631)						874
Comprehensive income attributed to non-controlling interest			20						11						2
Comprehensive income (loss)			$	2,393					$	(620)					$	876

See Notes to Consolidated Financial Statements

94 Huntington Bancshares Incorporated

Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity

			Preferred Stock						Common Stock																														AOCI																		Non-controlling
(dollar amounts in millions, except per share data, share amounts in thousands)									Capital						Treasury Stock															Retained															Total
Amount						Shares						Amount						Surplus						Shares						Amount									Earnings						Total						Interest						Equity
Year Ended December 31, 2023
Balance, beginning of year			$	2,167					1,449,390						$	14					$	15,309					(6,322)						$	(80)					$	(3,098)					$	3,419					$	17,731					$	38					$	17,769
Net income																																													1,951						1,951						20						1,971
Other comprehensive income, net of tax																																							422												422												422
Net proceeds from issuance of Series J Preferred Stock			317																																																317												317
Repurchase of preferred stock			(90)																		—																								8						(82)												(82)
Cash dividends declared:
Common ($0.62 per share)																																													(911)						(911)												(911)
Preferred																																													(142)						(142)												(142)
Recognition of the fair value of share-based compensation																					97																														97												97
Other share-based compensation activity									6,333						1						(17)																								(3)						(19)												(19)
Other																					—						(1,081)						(11)																		(11)						(13)						(24)
Balance, end of year			$	2,394					1,455,723						$	15					$	15,389					(7,403)						$	(91)					$	(2,676)					$	4,322					$	19,353					$	45					$	19,398
Year Ended December 31, 2022
Balance, beginning of year			$	2,167					1,444,040						$	14					$	15,222					(6,298)						$	(79)					$	(229)					$	2,202					$	19,297					$	21					$	19,318
Net income																																													2,238						2,238						11						2,249
Other comprehensive (loss) income, net of tax																																							(2,869)												(2,869)												(2,869)
Cash dividends declared:
Common ($0.62 per share)																																													(908)						(908)												(908)
Preferred																																													(113)						(113)												(113)
Recognition of the fair value of share-based compensation																					105																														105												105
Other share-based compensation activity									5,350												(19)																														(19)												(19)
Other																					1						(24)						(1)																		—						6						6
Balance, end of year			$	2,167					1,449,390						$	14					$	15,309					(6,322)						$	(80)					$	(3,098)					$	3,419					$	17,731					$	38					$	17,769
Year Ended December 31, 2021
Balance, beginning of year			$	2,191					1,022,258						$	10					$	8,781					(5,062)						$	(59)					$	192					$	1,878					$	12,993					$	—					$	12,993
Net income																																													1,295						1,295						2						1,297
Other comprehensive (loss) income, net of tax																																							(421)												(421)												(421)
TCF Financial Corp Acquisition:
Issuance of common stock									458,171						5						6,993												(37)																		6,961												6,961
Issuance of Series I Preferred Stock			175																		10																														185												185
Non-controlling interest acquired																																																			—						22						22
Net proceeds from issuance of Series H Preferred Stock			486																																																486												486
Redemption of preferred stock			(685)																		(4)																								(11)						(700)												(700)
Repurchases of common stock									(43,139)						—						(650)																														(650)												(650)
Cash dividends declared:
Common ($0.605 per share)																																													(826)						(826)												(826)
Preferred																																													(131)						(131)												(131)
Recognition of the fair value of share-based compensation																					129																														129												129
Other share-based compensation activity									6,750						(1)						(37)																								—						(38)												(38)
Other																					—						(1,236)						17												(3)						14						$	(3)					11
Balance, end of year			$	2,167					1,444,040						$	14					$	15,222					(6,298)						$	(79)					$	(229)					$	2,202					$	19,297					$	21					$	19,318

See Notes to Consolidated Financial Statements

2023 Form 10-K 95

Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Operating activities
Net income			$	1,971					$	2,249					$	1,297
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			402						289						25
Depreciation and amortization			798						484						391
Share-based compensation expense			97						105						129
Deferred income tax expense (benefit)			(302)						319						(76)
Net change in:
Trading account securities			(106)						27						16
Loans held for sale			(83)						675						(56)
Other assets			(491)						(1,156)						366
Other liabilities			341						1,024						27
Other, net			30						11						(57)
Net cash provided by operating activities			2,657						4,027						2,062
Investing activities
Change in interest bearing deposits in banks			23						332						716
Net cash (paid) received from business acquisition			—						(223)						466
Proceeds from:
Maturities and calls of available-for-sale securities			2,689						4,053						7,275
Maturities and calls of held-to-maturity securities			1,523						2,803						4,151
Maturities and calls of other securities			615						832						—
Sales of available-for-sale securities			767						—						5,892
Sales of other securities			144						41						98
Purchases of available-for-sale securities			(4,965)						(7,107)						(19,936)
Purchases of held-to-maturity securities			(256)						(3,229)						(4,777)
Purchases of other securities			(630)						(1,080)						(126)
Net proceeds from sales of portfolio loans and leases			450						995						517
Principal payments received under direct finance and sales-type leases			1,891						1,882						1,055
Purchases of loans and leases			(71)						(610)						(1,197)
Net loan and lease activity, excluding sales and purchases			(5,108)						(10,169)						3,303
Purchases of premises and equipment			(140)						(214)						(247)
Net accrued income and other receivables activity			(17)						(66)						(653)
Net cash paid for branch disposition			—						—						(618)
Other, net			88						151						119
Net cash used in investing activities			(2,997)						(11,609)						(3,962)
Financing activities
Increase in deposits			3,316						4,651						6,501
Increase (decrease) in short-term borrowings			(1,295)						2,161						(1,245)
Net proceeds from issuance of long-term debt			14,965						11,004						775
Maturity/redemption of long-term debt			(12,376)						(8,017)						(3,404)
Dividends paid on preferred stock			(134)						(113)						(138)
Dividends paid on common stock			(900)						(897)						(750)
Repurchases of common stock			—						—						(650)
Repurchase/redemption of preferred stock			(82)						—						(700)
Net proceeds from issuance of preferred stock			317						—						486
Other, net			(46)						(25)						(48)
Net cash provided by financing activities			3,765						8,764						827
Increase (decrease) in cash and cash equivalents			3,425						1,182						(1,073)
Cash and cash equivalents at beginning of period (1)			6,704						5,522						6,595
Cash and cash equivalents at end of period (1)			$	10,129					$	6,704					$	5,522

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Supplemental disclosures:
Interest paid			$	3,359					$	627					$	185
Income taxes (refunded) paid			90						(109)						269
Non-cash activities
Loans transferred to held-for-sale from portfolio			439						748						872
Loans transferred to portfolio from held-for-sale			22						126						102
Transfer of securities from available-for-sale to held-to-maturity			—						4,225						3,007
Business Combination (2)

(1) Includes cash and due from banks and interest-earning deposits at the Federal Reserve Bank, included within Interest-earning deposits with banks on our Consolidated Balance Sheets.

(2) In the year ended 2021, the TCF acquisition included fair value of tangible assets acquired of $46.3 billion, goodwill and other intangible assets of $3.5 billion, liabilities assumed $42.6 billion, preferred stock of $185 million, and common stock of $7.0 billion.

See Notes to Consolidated Financial Statements

2023 Form 10-K 96

Huntington Bancshares Incorporated

Notes to Consolidated Financial Statements

1. SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations — Huntington Bancshares Incorporated (Huntington or the Company) is a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through its subsidiaries, including its bank subsidiary, The Huntington National Bank (the Bank), Huntington is engaged in providing full-service commercial and consumer deposit, lending, and other banking services. This includes, but is not limited to, payments, mortgage banking, automobile, recreational vehicle and marine financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services. Huntington’s full-service branches and private client group offices are primarily located in Ohio, Colorado, Illinois, Indiana, Kentucky, Michigan, Minnesota, Pennsylvania, West Virginia, and Wisconsin. Select financial services and other activities are also conducted in other states.

Basis of Presentation — The Consolidated Financial Statements include the accounts of Huntington and its majority-owned subsidiaries and are presented in accordance with GAAP. All intercompany transactions and balances are eliminated in consolidation. Entities in which Huntington holds a controlling financial interest are consolidated. For a voting interest entity, a controlling financial interest is generally where Huntington holds, directly or indirectly, more than 50% of the outstanding voting shares. For a VIE, a controlling financial interest is where Huntington has the power to direct the activities of an entity that most significantly impact the entity’s economic performance and has an obligation to absorb losses or the right to receive benefits from the VIE. For consolidated entities where Huntington holds less than a 100% interest, Huntington recognizes non-controlling interest (included in shareholders’ equity) for the equity held by minority shareholders and non-controlling profit or loss (included in income attributable to non-controlling interest) for the portion of the entity’s earnings attributable to minority interests. Investments in companies that are not consolidated are accounted for using the equity method when Huntington has the ability to exert significant influence. Investments in non-marketable equity securities for which Huntington does not have the ability to exert significant influence are generally accounted for using fair value or a cost measurement alternative adjusted for impairment and other changes in observable prices. Investments in private investment partnerships that are accounted for under the equity method or the cost measurement alternative are included in other assets and Huntington’s earnings in equity investments are included in other noninterest income. Investments accounted for under the cost measurement alternative and equity methods are periodically evaluated for impairment.

Huntington updated the presentation of our noninterest income categories during the 2023 fourth quarter to align product and service types more closely with how we strategically manage our business. All prior period results have been adjusted to conform to the current presentation. See Note 15 - “Revenue from Contracts with Customers” for a description of our major noninterest income categories.

Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that significantly affect amounts reported in the Consolidated Financial Statements. Huntington utilizes processes that involve the use of significant estimates and the judgments of management in determining the amount of its allowance for credit losses, income taxes, as well as certain fair value measurements. As with any estimate, actual results could differ from those estimates.

Cash and cash equivalents —For statements of cash flows purposes, cash and cash equivalents are defined as the sum of cash and due from banks and interest-bearing deposits at Federal Reserve Bank, included within Interest-bearing deposits with banks on our Consolidated Balance Sheets.

97 Huntington Bancshares Incorporated

Securities — Securities purchased with the intention of recognizing short-term profits or which are actively bought and sold are classified as trading account securities and reported at fair value. The unrealized gains or losses on trading account securities are recorded in other noninterest income. Debt securities purchased that Huntington has the positive intent and ability to hold to their maturity are classified as held-to-maturity securities. Held-to-maturity securities are recorded at amortized cost. All other debt securities are classified as available-for-sale securities. Available-for-sale securities are recognized and measured at fair value with any change in the fair value recognized in other comprehensive income. All equity securities are classified as other securities.

Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). The carrying value plus any related AOCI balance of sold securities is used to compute realized gains and losses. Interest on securities, including amortization of premiums and accretion of discounts using the effective interest method over the period to maturity, is included in interest income.

Non-marketable equity securities include stock held for membership and regulatory purposes, such as FHLB stock and Federal Reserve Bank stock, and other non-marketable equity securities. These securities are accounted for at cost, evaluated for impairment, and are included in other securities. Other securities also include mutual funds and other marketable equity securities. These securities are carried at fair value, with changes in fair value recognized in other noninterest income.

Loans and Leases — Loans for which Huntington has the intent and ability to hold for the foreseeable future, or until maturity or payoff, except loans for which the fair value option has been elected, are carried at the principal amount outstanding, net of charge-offs, unamortized deferred loan origination fees and costs, premiums and discounts, and unearned income. Direct financing leases are reported at the aggregate of lease payments receivable and estimated residual values, net of unearned and deferred income, and any initial direct costs incurred to originate these leases. Renewal options for leases are at the option of the lessee and are typically not included in the measurement of the lease receivable as they are not considered reasonably certain of exercise. Purchase options are typically at fair value, and as such those options are not considered in the measurement of lease receivables or in lease classification. Interest income is accrued as earned using the interest method. Huntington defers the fees it receives from the origination of loans and leases, as well as the direct costs of those activities. Huntington also acquires loans at premiums and/or discounts to their contractual values. Huntington amortizes loan discounts, premiums, and net loan origination fees and costs over the contractual lives of the related loans using the effective interest method.

Effective January 1, 2023, Huntington adopted ASU 2022-02 Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings (TDR) and Vintage Disclosures, which removed the existing measurement and disclosure requirements for TDR loans and added additional disclosure requirements related to modifications provided to borrowers experiencing financial difficulty. Prior to adoption a change in contractual terms of a loan where a borrower was experiencing financial difficulty and received a concession not available through other sources the loan was required to be disclosed as a TDR, whereas now a borrower that is experiencing financial difficulty and receives a modification in the form of principal forgiveness, interest rate reduction, an other-than-insignificant payment delay or a term extension in the current period is disclosed as a modification to a borrower experiencing financial difficulty. Huntington may modify loans to borrowers experiencing financial difficulty as a way of managing risk and mitigating credit loss from the borrower. Huntington may make various types of modifications and may in certain circumstances use a combination of modification types in order to mitigate future loss.

Impairment of the residual values of direct financing leases is evaluated quarterly, with impairment arising if the expected fair value is less than the carrying amount. Huntington assesses net investments in leases (including residual values) for impairment and recognizes impairment losses in accordance with the impairment guidance for financial instruments. As such, net investments in leases may be reduced by an allowance for credit losses, with changes recognized as provision expense.

2023 Form 10-K 98

For leased equipment, the residual component of a direct financing lease represents the estimated fair value of the leased equipment at the end of the lease term. Huntington uses industry data, historical experience, and independent appraisals to establish these residual value estimates. Upon expiration of a lease, residual assets are remarketed, resulting in an extension of the lease by the lessee, a lease to a new customer, or purchase of the residual asset by the lessee or another party. Huntington also purchases insurance guaranteeing the value of certain residual assets.

Loans Held for Sale — Loans in which Huntington does not have the intent and ability to hold for the foreseeable future are classified as loans held for sale. Loans held for sale are carried at (a) the lower of cost or fair value less costs to sell, or (b) fair value where the fair value option is elected. The fair value option is generally elected for mortgage loans originated with the intent to sell.

Nonaccrual and Past Due Loans — Loans are considered past due when the contractual amounts due with respect to principal and interest are not received within 30 days of the contractual due date.

Any loan in any portfolio may be placed on nonaccrual status prior to the policies described below when collection of principal or interest is in doubt. When a borrower with debt is discharged in a Chapter 7 bankruptcy and the debt is not reaffirmed by the borrower, the loan is determined to be collateral dependent and placed on nonaccrual status, unless there is a co-borrower or the repayment is likely to occur based on objective evidence.

All classes within the commercial loan and lease portfolio are placed on nonaccrual status at 90-days past due. First-lien home equity loans are placed on nonaccrual status at 150-days past due. Junior-lien home equity loans are placed on nonaccrual status at the earlier of 120-days past due or when the related first-lien loan has been identified as nonaccrual. Automobile, RV and marine, and other consumer loans are generally fully charged-off at 120-days past due, and if not fully charged-off are placed on non-accrual. Residential mortgage loans are placed on nonaccrual status at 150-days past due, with the exception of residential mortgages guaranteed by government agencies which continue to accrue interest at the rate guaranteed by the government agency.

For all classes within all loan portfolios, when a loan is placed on nonaccrual status, any accrued interest is reversed and charged against interest income.

For all classes within all loan portfolios, cash receipts on NALs are applied against principal until the loan or lease has been collected in full, including the charged-off portion, after which time any additional cash receipts are recognized as interest income. However, for secured non-reaffirmed debt in a Chapter 7 bankruptcy, payments are applied to principal and interest when the borrower has demonstrated a capacity to continue payment of the debt and collection of the debt is reasonably assured. For unsecured non-reaffirmed debt in a Chapter 7 bankruptcy where the carrying value has been fully charged-off, payments are recorded as loan recoveries.

Management monitors several factors to evaluate a borrower’s financial condition and their ability to make principal and interest payments. When, in management’s judgment, the borrower’s ability to make required principal and interest payments resumes and collectability is no longer in doubt, supported by sustained repayment history, the loan is returned to accrual status. For loans that are returned to accrual status, cash receipts are applied according to the contractual terms of the loan.

Collateral-dependent Loans — Certain commercial and consumer loans for which repayment is expected to be provided substantially through the operation or sale of the loan collateral are considered to be collateral-dependent.

Allowance for Credit Losses — Huntington performs an ACL evaluation on its loan and lease portfolio, held-to-maturity securities as well as on available-for-sale securities. The ACL on loan and lease portfolio and held-to-maturity securities are provided through an expected loss methodology referred to as CECL methodology. The ACL on AFS securities is provided when a credit loss is deemed to have occurred for securities which Huntington does not intend to sell or is not required to sell. The CECL methodology also applies to credit exposures on off-balance-sheet loan commitments, financial guarantees not accounted for as insurance, including standby letters of credit, and other similar instruments not recognized as derivative financial instruments.

99 Huntington Bancshares Incorporated

Loan and Lease portfolio - The ACL is deducted from the amortized cost basis of a financial asset or a group of financial assets so that the balance sheet reflects the net amount Huntington expects to collect. Amortized cost is the principal balance outstanding, net of purchase premiums and discounts, fair value hedge accounting adjustments, and deferred fees and costs. Subsequent changes (favorable and unfavorable) in expected credit losses are recognized immediately in net income as a provision for credit losses or a reversal of provision for credit losses. Management estimates the allowance by utilizing models dependent upon loan risk characteristics and economic parameters. Commercial loan risk characteristics include but are not limited to risk ratings, industry type and maturity type. Consumer loan risk characteristics include but are not limited to FICO scores, LTV, and loan vintages. The economic parameters are developed using available information relating to past events, current conditions, and reasonable and supportable forecasts. Huntington’s reasonable and supportable forecast period reverts to a historical norm based on inputs within approximately two to three years. The reversion period is dependent on the state of the economy at the beginning of the forecast. Historical credit experience provides the basis for the estimation of expected credit losses, with adjustments made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency levels and terms, as well as for changes in the macroeconomic environment. The contractual terms of financial assets are adjusted for expected prepayments and any extensions outside of Huntington’s control.

The ACL is measured on a collective basis when similar risk characteristics exist. Loans that are determined to have unique risk characteristics are evaluated on an individual basis by management. If a loan is determined to be collateral dependent or meets the criteria to apply the collateral dependent practical expedient, expected credit losses are determined based on the fair value of the collateral at the reporting date, less costs to sell as appropriate.

Management believes the products within each of the entity’s portfolio classes exhibit similar risk characteristics. Huntington has identified its portfolio classes as disclosed in Note 5 - “Loans and Leases.”

In addition to the transaction reserve described above, Huntington also maintains a general reserve that consists of various risk-profile reserve components. The risk-profile components consider items unique to Huntington’s structure, policies, processes, and portfolio composition, as well as qualitative measurements and assessments of the loan portfolios including, but not limited to, economic uncertainty, concentrations, portfolio composition, industry comparisons and internal review functions.

Huntington has elected to exclude accrued interest receivable from the measurement of its ACL given the well-defined non-accrual policies in place for all loan portfolios which results in timely reversal of outstanding interest through interest income.

The estimate for the off-balance sheet exposures, the AULC, is determined using the same procedures and methodologies as used for the loan and lease portfolio supplemented by the information related to future draws and related credit loss expectations. The AULC is recorded in other liabilities in the Consolidated Balance Sheets.

HTM Securities - The allowance for held-to-maturity debt securities is estimated using a CECL methodology. Any expected credit loss is provided through the allowance for credit loss on HTM securities and is deducted from the amortized cost basis of the security so that the balance sheet reflects the net amount Huntington expects to collect. Nearly all of Huntington’s HTM debt securities are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. Accordingly, there is a zero credit loss expectation on these securities.

2023 Form 10-K 100

AFS Securities - Huntington evaluates its available-for-sale investment securities portfolio on a quarterly basis for indicators of impairment. Huntington assesses whether an impairment has occurred when the fair value of a debt security is less than the amortized cost at the balance sheet date. Management reviews the amount of unrealized loss, the credit rating history, market trends of similar security classes, time remaining to maturity, and the source of both interest and principal payments to identify securities which could potentially be impaired. For those debt securities that Huntington intends to sell or is more likely than not required to sell, before the recovery of their amortized cost basis, the difference between fair value and amortized cost is considered to be impaired and is recognized in provision for credit losses. For those debt securities that Huntington does not intend to sell or is not more likely than not required to sell, prior to expected recovery of amortized cost basis, the credit portion of the impairment is recognized through an allowance in provision for credit losses while the noncredit portion is recognized in OCI. In determining the credit portion, Huntington uses a discounted cash flow analysis, which includes evaluating the timing and amount of the expected cash flows. Non-credit-related impairment results from other factors, including increased liquidity spreads and higher interest rates.

Charge-off of Uncollectible Loans — Any loan in any portfolio may be charged-off prior to the policies described below if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency and that asset is the sole source of repayment. Additionally, discharged, collateral dependent non-reaffirmed debt in Chapter 7 bankruptcy filings will result in a charge-off to estimated collateral value, less anticipated selling costs, unless the repayment is likely to occur based on objective evidence.

Commercial loans and leases are generally either charged-off or written down to net realizable value at 90-days past due. Automobile, RV and marine, and other consumer loans are generally charged-off at 120-days past due. First-lien and junior-lien home equity loans are charged-off to the estimated fair value of the collateral, less anticipated selling costs, at 150-days past due and 120-days past due, respectively. Residential mortgages are charged-off to the estimated fair value of the collateral at 150-days past due.

Collateral — Huntington pledges assets as collateral as required for various transactions including security repurchase agreements, public deposits, loan notes, derivative financial instruments, short-term borrowings, and long-term borrowings. Assets that have been pledged as collateral, including those that can be sold or repledged by the secured party, continue to be reported on the Consolidated Balance Sheets.

Huntington also accepts collateral, primarily as part of various transactions including derivative instruments and security resale agreements. Collateral received is excluded from the Consolidated Balance Sheets.

The market value of collateral accepted or pledged is regularly monitored and additional collateral is obtained or provided as necessary to ensure appropriate collateral coverage in these transactions.

Premises and Equipment — Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the related assets. Buildings and building improvements are depreciated over an average of 30 to 40 years and 10 to 30 years, respectively. Land improvements and furniture and fixtures are depreciated over an average of 5 to 20 years, while equipment is depreciated over a range of 3 to 10 years. Leasehold improvements are amortized over the lesser of the asset’s useful life or the lease term, including any renewal periods for which renewal is reasonably assured. Premises and equipment are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Mortgage Servicing Rights — Huntington recognizes the rights to service mortgage loans as an asset when servicing is contractually separated from the underlying mortgage loans by sale or securitization of the loans with servicing rights retained or when purchased. MSRs are included in servicing rights and other intangible assets in the Consolidated Balance Sheets. All MSR assets are recorded using the fair value method. Any change in the fair value of MSRs during the period is recorded in mortgage banking income.

101 Huntington Bancshares Incorporated

Goodwill and Other Intangible Assets — Under the acquisition method of accounting, the net assets of entities acquired by Huntington are recorded at their estimated fair value at the date of acquisition. The excess cost of consideration paid over the fair value of net assets acquired is recorded as goodwill. Goodwill is evaluated for impairment on an annual basis at October 1st of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Other intangible assets with finite useful lives are amortized either on an accelerated or straight-line basis over their estimated useful lives. Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Operating Leases (Lessee) — Huntington has elected not to include non-lease components in the measurement of right-of-use assets, and as such allocates the costs attributable to such components, where those costs are not separately identifiable, via per-square-foot costing analysis developed by the entity for owned and leased spaces. Huntington uses a portfolio approach to develop discount rates as its lease portfolio is comprised of substantially all branch space and office space used in the entity’s operations. That rate, an input used in the measurement of the entity’s right-of-use assets, leverages an incremental borrowing rate of appropriate tenor and collateralization.

Derivative Financial Instruments — A variety of derivative financial instruments, principally interest rate swaps, swaptions, caps, swaption collars, floors, forward contracts, and forward starting interest rate swaps are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements. These instruments provide flexibility in adjusting Huntington’s sensitivity to changes in interest rates without exposure to loss of principal and higher funding requirements.

Huntington also uses derivatives, principally loan sale commitments, in hedging its mortgage loan interest rate lock commitments and its mortgage loans held for sale. Mortgage loan sale commitments and the related interest rate lock commitments are carried at fair value on the Consolidated Balance Sheets with changes in fair value reflected in mortgage banking income. Huntington also uses certain derivative financial instruments to offset changes in value of its MSRs. These derivatives consist primarily of forward interest rate agreements and forward mortgage contracts. The derivative instruments used are not designated as qualifying hedges. Accordingly, such derivatives are recorded at fair value with changes in fair value reflected in mortgage banking income.

Derivative financial instruments are recorded in the Consolidated Balance Sheets as either an asset or a liability (in other assets and other liabilities, respectively) and measured at fair value. Accounting for changes in fair value of derivatives depends on whether the derivative is designated and qualifies in a hedging relationship. At inception a derivative contract can be designated as:

• a qualifying hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge);

• a qualifying hedge of the variability of cash flows to be received or paid related to a recognized asset, liability or forecasted transaction (cash flow hedge); or

• a qualifying hedge of Huntington’s investment in non-U.S. dollar functional currency entities (net investment hedge).

Changes in the fair value of a derivative that has been designated and qualifies as a fair value hedge, along with the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. Changes in the fair value of a derivative that has been designated and qualifies as a cash flow hedge are recorded in other comprehensive income, net of income taxes, and reclassified into earnings in the period during which the hedged item affects earnings. Changes in the fair value of derivatives that have been designated as net investment hedges are recorded in other comprehensive income, net of income taxes, and reclassified into earnings during the period the foreign entity is substantially liquidated or other elements of the currency translation adjustment are reclassified into earnings. Changes in the fair value of derivatives which do not qualify for hedge accounting are reported in current period earnings.

2023 Form 10-K 102

For those derivatives to which hedge accounting is applied, Huntington formally documents the hedging relationship and the risk management objective and strategy for undertaking the hedge. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, and, unless the hedge meets all of the criteria to assume there is no ineffectiveness, the method that will be used to assess the effectiveness of the hedging instrument. Huntington typically assesses effectiveness using statistical regression at inception and on an ongoing basis.

Hedge accounting is discontinued prospectively when:

• the derivative is no longer effective or expected to be effective in offsetting changes in the fair value, cash flows or changes in net investment of a hedged item (including firm commitments or forecasted transactions);

• the derivative expires, is sold, terminated, or exercised;

• the forecasted transaction is no longer probable of occurring by the end of the originally specified time period;

• the hedged firm commitment no longer meets the definition of a firm commitment; or

• the designation of the derivative as a hedging instrument is removed.

When hedge accounting is discontinued and the derivative no longer qualifies as an effective fair value, cash flow or net investment hedge, the derivative continues to be carried on the balance sheet at fair value and changes in fair value will be recorded in current period earnings unless re-designated.

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that Huntington will incur a loss because the counterparty fails to meet its contractual obligations. Notional values of interest rate swaps and other off-balance sheet financial instruments significantly exceed the credit risk associated with these instruments and represent contractual balances on which calculations of amounts to be exchanged are based. Credit exposure is limited to the sum of the aggregate fair value of positions that have become favorable to Huntington, including any accrued interest receivable due from counterparties. Potential credit losses are mitigated by derivatives through central clearing parties, careful evaluation of counterparty credit standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and other contract provisions. Huntington considers the value of collateral held and collateral provided in determining the net carrying value of derivatives.

Huntington offsets the fair value amounts recognized for derivative instruments and the fair value for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments recognized at fair value executed with the same counterparty under a master netting arrangement.

Fair Value Measurements — The Company records or discloses certain of its assets and liabilities at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are classified within one of three levels in a valuation hierarchy based upon the observability of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

*•*Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

*•*Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

*•*Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

103 Huntington Bancshares Incorporated

Bank Owned Life Insurance — Huntington’s bank owned life insurance policies are recorded at their cash surrender value. Huntington recognizes tax-exempt income from the periodic increases in the cash surrender value of these policies and from death benefits. A portion of the cash surrender value is supported by holdings in separate accounts. Book value protection for the separate accounts is provided by the insurance carriers and a highly rated major bank.

Transfers of Financial Assets and Securitizations — Transfers of financial assets in which we have surrendered control over the transferred assets are accounted for as sales. In assessing whether control has been surrendered, Huntington considers whether the transferee would be a consolidated affiliate, the existence and extent of any continuing involvement in the transferred financial assets, and the impact of all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of transfer. Control is generally considered to have been surrendered when (i) the transferred assets have been legally isolated from Huntington or any of its consolidated affiliates, even in bankruptcy or other receivership, (ii) the transferee (or, if the transferee is an entity whose sole purpose is to engage in securitization or asset-backed financing that is constrained from pledging or exchanging the assets it receives, each third-party holder of its beneficial interests) has the right to pledge or exchange the assets (or beneficial interests) it received without any constraints that provide more than a trivial benefit to Huntington, and (iii) neither Huntington nor its consolidated affiliates and agents have (a) both the right and obligation under any agreement to repurchase or redeem the transferred assets before their maturity, (b) the unilateral ability to cause the holder to return specific financial assets that also provides Huntington with a more-than-trivial benefit (other than through a cleanup call) or (c) an agreement that permits the transferee to require Huntington to repurchase the transferred assets at a price so favorable that it is probable that it will require Huntington to repurchase them.

If the sale criteria are met, the transferred financial assets are removed from the balance sheet and a gain or loss on sale is recognized. If the sale criteria are not met, the transfer is recorded as a secured borrowing in which the assets remain on the balance sheet and the proceeds from the transaction are recognized as a liability. For the majority of financial asset transfers, it is clear whether or not Huntington has surrendered control. For other transfers, such as in the case of complex transactions or where Huntington have continuing involvement, we generally obtain a legal opinion as to whether the transfer results in a true sale by law.

Gains and losses on the loans and leases sold and servicing rights associated with loan and lease sales are determined when the related loans or leases are sold to either a securitization trust or third-party. For loan or lease sales with servicing retained, a servicing asset is recorded at fair value for the right to service the loans sold.

Pension and Other Postretirement Benefits — Huntington recognizes the funded status of the postretirement benefit plans on the Consolidated Balance Sheets. Net postretirement benefit cost charged to current earnings related to these plans is predominantly based on various actuarial assumptions regarding expected future experience.

Certain employees are participants in various defined contribution and other non-qualified supplemental retirement plans. Contributions to defined contribution plans are charged to current earnings.

In addition, Huntington maintains a 401(k) plan covering substantially all employees. Employer contributions to the plan are charged to current earnings.

Revenue Recognition — Huntington earns a variety of revenue including interest and fees from customers as well as revenues from non-customers. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of ASC 606. Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income.

2023 Form 10-K 104

Huntington recognizes revenue when the performance obligations related to the transfer of goods or services under the terms of a contract are satisfied. Some obligations are satisfied at a point in time while others are satisfied over a period of time. Revenue is recognized as the amount of consideration to which Huntington expects to be entitled to in exchange for transferring goods or services to a customer. When consideration includes a variable component, the amount of consideration attributable to variability is included in the transaction price only to the extent it is probable that significant revenue recognized will not be reversed when uncertainty associated with the variable consideration is subsequently resolved. Generally, the variability relating to the consideration is explicitly stated in the contracts, but may also arise from Huntington’s customer business practices, for example, waiving certain fees related to customer’s deposit accounts. Huntington’s contracts generally do not contain terms that require significant judgement to determine the variability impacting the transaction price.

Control is transferred to a customer either at a point in time or over time. A performance obligation is deemed satisfied when the control over goods or services is transferred to the customer. To determine when control is transferred at a point in time, Huntington considers indicators, including, but not limited to, the right to payment for the asset, transfer of significant risk and rewards of ownership of the asset and acceptance of the asset by the customer.

Refer to Note 15 - “Revenue from Contracts with Customers” for details related to revenue from contracts with customers within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

Income Taxes — Income taxes are accounted for under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income at the time of enactment of such change in tax rates.

Any interest or penalties due for payment of income taxes are included in the provision for income taxes. To the extent we do not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is recorded. All positive and negative evidence is reviewed when determining how much of a valuation allowance is recognized on a quarterly basis. In determining the requirements for a valuation allowance, sources of possible taxable income are evaluated including future reversals of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in appropriate carryback years, and tax-planning strategies. Huntington applies a more likely than not recognition threshold for all tax uncertainties.

Share-Based Compensation — Huntington uses the fair value based method of accounting for awards of HBAN stock granted to employees under various share-based compensation plans. Share-based compensation costs are recognized prospectively for all new awards granted under these plans. Compensation expense relating to stock options is calculated using a methodology that is based on the underlying assumptions of the Black-Scholes option pricing model and is charged to expense over the requisite service period (e.g., vesting period) taking into account retirement eligibility. Compensation expense relating to restricted stock awards is based upon the fair value of the awards on the date of grant and is charged to earnings over the requisite service period (e.g., vesting period) taking into account the retirement eligibility of the award.

Stock Repurchases — Acquisitions of Huntington stock are recorded at cost.

105 Huntington Bancshares Incorporated

2. ACCOUNTING STANDARDS UPDATE

Accounting standards adopted in the current period

Standard			Summary of guidance			Effects on financial Statements
ASU 2022-02 - Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Issued March 2022			•The amendments in this update eliminate TDR accounting while enhancing disclosure requirements for certain loan modifications when a borrower is experiencing financial difficulty. The ASU also requires disclosure of current period gross charge-offs by year of origination for financing receivables and net investments in leases.			•Management adopted the guidance during the first quarter of 2023. •The ASU has been applied prospectively, except the portion of the standard related to the recognition and measurement of TDRs where we elected to use a modified retrospective transition method. •The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements.

Accounting standards yet to be adopted

Standard			Summary of guidance			Effects on financial statements
ASU 2023-02 - Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method Issued: March 2023			•Permits the election of the proportional amortization method for any tax equity investment that meets specific criteria. •Requires that the election be made on a tax-credit-program-by-tax-credit-program basis. •Receipt of tax credits must be accounted for using the flow through method. •Requires that a liability be recorded for delayed equity contributions. •Expands disclosure requirements for the nature of investments and financial statement effect.			•Effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. •Huntington adopted the standard effective January 1, 2024. on a modified retrospective basis. •Huntington does not expect adoption of the standard to have a material impact on its Consolidated Financial Statements.
ASU 2023-07 - Segment Reporting (Topic 280): Improvement to Reportable Segments			•Requires disclosure of the position and title of the CODM and significant segment expenses that the CODM is regularly provided. •Requires the disclosure of other segment items representing the difference between segment revenue and expense and the profit and loss measure of the segment. •Allows for the CODM to use more than one measure of segment profit and loss, as long as one measure is consistent with GAAP.			•Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. •Early adoption is permitted. •The amendments are to be applied retrospectively to all periods presented and segment expense categories should be based on the categories identified at adoption. •Huntington does not expect adoption of the standard to have a material impact on its Consolidated Financial Statements.
ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures			•Requires a tabular rate reconciliation using both percentages and reporting currency amounts between the reported amount of income tax expense (or benefit) to the amount of statutory federal income tax at current rates for specified categories using specified disaggregation criteria. •The amount of net income taxes paid for federal, state, and foreign taxes, as well as the amount paid to any jurisdiction that net taxes exceed a 5% quantitative threshold. •The amendments will require the disclosure of pre-tax income disaggregated between domestic and foreign, as well as income tax expense disaggregated by federal, state, and foreign. •The amendment also eliminates certain disclosures related to unrecognized tax benefits and certain temporary differences.			•Effective for fiscal years beginning after December 15, 2024. •Early adoption is permitted in any annual period where financial statements have not yet been issued. •The amendments should be applied on a prospective basis but retrospective application is permitted. •Huntington does not expect adoption of the standard to have a material impact on its Consolidated Financial Statements.

2023 Form 10-K 106

3. BUSINESS COMBINATIONS

Capstone Partners

On June 15, 2022, Huntington acquired Capstone Partners, a leading middle market investment bank and advisory firm dedicated to servicing middle market companies throughout their full business lifecycle. The acquisition resulted in $192 million of goodwill, allocated to the Commercial Banking segment, which approximates total consideration. The goodwill recognized is deductible for tax purposes.

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 brought increased scale and market density, as well as added new markets and capabilities.

Under the terms of the agreement, TCF shareholders received 3.0028 shares of Huntington common stock for each share of TCF common stock. Holders of TCF common stock also received cash in lieu of fractional shares. In addition, each outstanding share of 5.70% Series C Non-Cumulative Perpetual Preferred Stock of TCF was converted into one share of a newly created series of preferred stock of Huntington, Series I Preferred Stock.

Huntington's operating results for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 include the operating results of the acquired assets and assumed liabilities of TCF Financial Corporation subsequent to the acquisition on June 9, 2021. Due to the conversions of TCF system occurring throughout 2021, as well as other streamlining and integration of the operating activities into those of the Company, historical reporting for the former TCF operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the period subsequent to acquisition.

107 Huntington Bancshares Incorporated

4. INVESTMENT SECURITIES AND OTHER SECURITIES

Debt securities purchased in which Huntington has the intent and ability to hold to their maturity are classified as held-to-maturity securities. All other debt and equity securities are classified as either available-for-sale or other securities. The following tables provide amortized cost, fair value, and gross unrealized gains and losses by investment category.

									Unrealized
(dollar amounts in millions)			Amortized Cost (1)(2)						Gross Gains						Gross Losses						Fair Value
At December 31, 2023
Available-for-sale securities:
U.S. Treasury			$	2,855					$	1					$	—					$	2,856
Federal agencies:
Residential CMO			3,592						—						(408)						3,184
Residential MBS			13,155						3						(1,776)						11,382
Commercial MBS			2,536						—						(709)						1,827
Other agencies			161						—						(6)						155
Total U.S. Treasury, federal agency, and other agency securities			22,299						4						(2,899)						19,404
Municipal securities			3,536						2						(165)						3,373
Private-label CMO			131						—						(12)						119
Asset-backed securities			387						—						(31)						356
Corporate debt			2,202						79						(238)						2,043
Other securities/Sovereign debt			10						—						—						10
Total available-for-sale securities			$	28,565					$	85					$	(3,345)					$	25,305
Held-to-maturity securities:
Federal agencies:
Residential CMO			$	4,770					$	6					$	(664)					$	4,112
Residential MBS			9,368						1						(1,145)						8,224
Commercial MBS			1,509						—						(224)						1,285
Other agencies			101						—						(6)						95
Total federal agency and other agency securities			15,748						7						(2,039)						13,716
Municipal securities			2						—						—						2
Total held-to-maturity securities			$	15,750					$	7					$	(2,039)					$	13,718
Other securities, at cost:
Non-marketable equity securities:
Federal Home Loan Bank stock			$	169					$	—					$	—					$	169
Federal Reserve Bank stock			507						—						—						507
Other non-marketable equity securities			17						—						—						17
Other securities, at fair value
Mutual funds			30						—						—						30
Equity securities			1						1						—						2
Total other securities			$	724					$	1					$	—					$	725

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheets. At December 31, 2023, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $61 million and $36 million, respectively.

(2)Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $619 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

2023 Form 10-K 108

									Unrealized
(dollar amounts in millions)			Amortized Cost (1)(2)						Gross Gains						Gross Losses						Fair Value
At December 31, 2022
Available-for-sale securities:
U.S. Treasury			$	103					$	—					$	—					$	103
Federal agencies:
Residential CMO			3,336						—						(422)						2,914
Residential MBS			14,349						4						(2,090)						12,263
Commercial MBS			2,565						—						(612)						1,953
Other agencies			190						1						(9)						182
Total U.S. Treasury, federal agency, and other agency securities			20,543						5						(3,133)						17,415
Municipal securities			3,527						1						(238)						3,290
Private-label CMO			146						—						(18)						128
Asset-backed securities			416						—						(44)						372
Corporate debt			2,467						132						(385)						2,214
Other securities/Sovereign debt			4						—						—						4
Total available-for-sale securities			$	27,103					$	138					$	(3,818)					$	23,423
Held-to-maturity securities:
Federal agencies:
Residential CMO			$	4,970					$	4					$	(714)					$	4,260
Residential MBS			10,295						—						(1,375)						8,920
Commercial MBS			1,652						—						(204)						1,448
Other agencies			133						—						(9)						124
Total federal agency and other agency securities			17,050						4						(2,302)						14,752
Municipal securities			2						—						—						2
Total held-to-maturity securities			$	17,052					$	4					$	(2,302)					$	14,754
Other securities, at cost:
Non-marketable equity securities:
Federal Home Loan Bank stock			$	312					$	—					$	—					$	312
Federal Reserve Bank stock			500						—						—						500
Other non-marketable equity securities			10						—						—						10
Other securities, at fair value
Mutual funds			31						—						—						31
Equity securities			1						—						—						1
Total other securities			$	854					$	—					$	—					$	854

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheets. At December 31, 2022, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $64 million and $39 million, respectively.

(2)Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $849 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

109 Huntington Bancshares Incorporated

The following table provides the amortized cost and fair value of securities by contractual maturity. Expected maturities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without incurring penalties.

			At December 31,
			2023												2022
(dollar amounts in millions)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
Available-for-sale securities:
Under 1 year			$	3,380					$	3,372					$	518					$	511
After 1 year through 5 years			2,484						2,338						2,182						2,033
After 5 years through 10 years			2,392						2,255						3,106						2,814
After 10 years			20,309						17,340						21,297						18,065
Total available-for-sale securities			$	28,565					$	25,305					$	27,103					$	23,423
Held-to-maturity securities:
Under 1 year			$	1					$	1					$	—					$	—
After 1 year through 5 years			48						46						72						68
After 5 years through 10 years			69						66						71						66
After 10 years			15,632						13,605						16,909						14,620
Total held-to-maturity securities			$	15,750					$	13,718					$	17,052					$	14,754

The following tables provide detail on investment securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position.

			Less than 12 Months												Over 12 Months												Total
(dollar amounts in millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
At December 31, 2023
Available-for-sale securities:
Federal agencies:
Residential CMO			$	543					$	(7)					$	2,641					$	(401)					$	3,184					$	(408)
Residential MBS			207						(2)						10,913						(1,774)						11,120						(1,776)
Commercial MBS			—						—						1,827						(709)						1,827						(709)
Other agencies			—						—						81						(6)						81						(6)
Total federal agency and other agency securities			750						(9)						15,462						(2,890)						16,212						(2,899)
Municipal securities			625						(19)						2,496						(146)						3,121						(165)
Private-label CMO			—						—						99						(12)						99						(12)
Asset-backed securities			—						—						281						(31)						281						(31)
Corporate debt			—						—						2,043						(238)						2,043						(238)
Total temporarily impaired available-for-sale securities			$	1,375					$	(28)					$	20,381					$	(3,317)					$	21,756					$	(3,345)
Held-to-maturity securities:
Federal agencies:
Residential CMO			$	156					$	(1)					$	3,542					$	(663)					$	3,698					$	(664)
Residential MBS			—						—						8,108						(1,145)						8,108						(1,145)
Commercial MBS			—						—						1,285						(224)						1,285						(224)
Other agencies			—						—						95						(6)						95						(6)
Total federal agency and other agency securities			156						(1)						13,030						(2,038)						13,186						(2,039)
Total temporarily impaired held-to-maturity securities			$	156					$	(1)					$	13,030					$	(2,038)					$	13,186					$	(2,039)

2023 Form 10-K 110

			Less than 12 Months												Over 12 Months												Total
(dollar amounts in millions)			Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses						Fair Value						Gross Unrealized Losses
At December 31, 2022
Available-for-sale securities:
Federal agencies:
Residential CMO			$	2,096					$	(224)					$	818					$	(198)					$	2,914					$	(422)
Residential MBS			2,455						(286)						9,490						(1,804)						11,945						(2,090)
Commercial MBS			1,090						(249)						863						(363)						1,953						(612)
Other agencies			40						(1)						56						(8)						96						(9)
Total federal agency and other agency securities			5,681						(760)						11,227						(2,373)						16,908						(3,133)
Municipal securities			2,298						(174)						807						(64)						3,105						(238)
Private-label CMO			64						(13)						43						(5)						107						(18)
Asset-backed securities			174						(10)						199						(34)						373						(44)
Corporate debt			727						(105)						1,487						(280)						2,214						(385)
Total temporarily impaired available-for-sale securities			$	8,944					$	(1,062)					$	13,763					$	(2,756)					$	22,707					$	(3,818)
Held-to-maturity securities:
Federal agencies:
Residential CMO			$	1,702					$	(238)					$	2,283					$	(476)					$	3,985					$	(714)
Residential MBS			4,151						(462)						4,711						(913)						8,862						(1,375)
Commercial MBS			1,201						(154)						247						(50)						1,448						(204)
Other agencies			124						(9)						—						—						124						(9)
Total federal agency and other agency securities			7,178						(863)						7,241						(1,439)						14,419						(2,302)
Total temporarily impaired held-to-maturity securities			$	7,178					$	(863)					$	7,241					$	(1,439)					$	14,419					$	(2,302)

During 2022, Huntington transferred $4.2 billion of securities from the AFS portfolio to the HTM portfolio. At the time of the transfers, AOCI included $58 million of net unrealized losses attributed to these securities. The net unrealized loss will be amortized into interest income over the remaining life of the securities.

At December 31, 2023 and December 31, 2022, the carrying value of investment securities pledged to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, security repurchase agreements and to support borrowing capacity totaled $35.1 billion and $26.9 billion, respectively. There were no securities of a single issuer, which were not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either December 31, 2023 or December 31, 2022. At December 31, 2023, all HTM debt securities are comprised of securities issued by government sponsored entities or are explicitly guaranteed by the U.S. government. In addition, there were no HTM debt securities considered past due at December 31, 2023.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of December 31, 2023, Huntington has concluded that it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio. There was no allowance related to securities as of December 31, 2023 or December 31, 2022.

111 Huntington Bancshares Incorporated

5. LOANS AND LEASES

The following table provides a detailed listing of Huntington’s loan and lease portfolio.

			At December 31,
(dollar amounts in millions)			2023						2022
Commercial loan and lease portfolio:
Commercial and industrial			$	50,657					$	48,121
Commercial real estate			12,422						13,640
Lease financing			5,228						5,252
Total commercial loan and lease portfolio			68,307						67,013
Consumer loan portfolio:
Residential mortgage			23,720						22,226
Automobile			12,482						13,154
Home equity			10,113						10,375
RV and marine			5,899						5,376
Other consumer			1,461						1,379
Total consumer loan portfolio			53,675						52,510
Total loans and leases (1)(2)			121,982						119,523
Allowance for loan and lease losses			(2,255)						(2,121)
Net loans and leases			$	119,727					$	117,402

(1)Loans and leases are reported at principal amount outstanding including unamortized purchase premiums and discounts, unearned income, and net direct fees and costs associated with originating and acquiring loans and leases. The aggregate amount of these loan and lease adjustments was a net (discount) premium of $(323) million and $3 million at December 31, 2023 and 2022, respectively.

(2)The total amount of accrued interest recorded for these loans and leases at December 31, 2023, was $333 million and $220 million of commercial and consumer loan and lease portfolios, respectively, and at December 31, 2022, was $274 million and $186 million of commercial and consumer loan and lease portfolios, respectively. Accrued interest is presented in accrued income and other receivables within the Condensed Consolidated Balance Sheets.

Huntington revised its process for assessing and monitoring the risk and performance of non-real estate secured commercial loans, primarily loans to REITs, during the 2023 second quarter. These loans were reclassified from commercial real estate to the commercial and industrial loan category to align reporting with this process

revision. All prior period results have been adjusted to conform to the current presentation.

Lease Financing

The following table presents net investments in lease financing receivables by category.

			At December 31,
(dollar amounts in millions)			2023						2022
Lease payments receivable			$	4,980					$	4,916
Estimated residual value of leased assets			804						788
Gross investment in lease financing receivables			5,784						5,704
Deferred origination costs			54						46
Deferred fees, unearned income and other			(610)						(498)
Total lease financing receivables			$	5,228					$	5,252

The carrying value of residual values guaranteed was $478 million and $466 million as of December 31, 2023 and December 31, 2022, respectively. The future lease rental payments due from customers on sales-type and direct financing leases at December 31, 2023, totaled $5.0 billion and were due as follows: $810 million in 2024, $749 million in 2025, $704 million in 2026, $752 million in 2027, $766 million in 2028, and $1.2 billion thereafter. Interest income recognized for these types of leases was $287 million, $249 million, and $193 million for the years 2023, 2022, and 2021, respectively.

2023 Form 10-K 112

Nonaccrual and Past Due Loans and Leases

The following table presents NALs by class.

			At December 31, 2023												At December 31, 2022
(dollar amounts in millions)			Nonaccrual loans and leases with no ACL						Total nonaccrual loans and leases						Nonaccrual loans and leases with no ACL						Total nonaccrual loans and leases
Commercial and industrial			$	66					$	344					$	49					$	288
Commercial real estate			64						140						63						92
Lease financing			3						14						—						18
Residential mortgage			—						72						—						90
Automobile			—						4						—						4
Home Equity			—						91						—						76
RV and marine			—						2						—						1
Total nonaccrual loans and leases			$	133					$	667					$	112					$	569

The total amount of interest recorded to interest income for NAL loans was $21 million, $23 million, and $10 million in 2023, 2022, and 2021, respectively.

The following tables present an aging analysis of loans and leases, by class.

			At December 31, 2023
			Past Due (1)																																				Loans Accounted for Under FVO						Total Loans and Leases						90 or more days past due and accruing
(dollar amounts in millions)			30-59 Days						60-89 Days						90 or more days						Total						Current
Commercial and industrial			$	90					$	48					$	90					$	228					$	50,429											$	—					$	50,657					$	1		(2)
Commercial real estate			28						20						32						80						12,342												—						12,422						—
Lease financing			35						15						9						59						5,169												—						5,228						4
Residential mortgage			205						88						193						486						23,060												174						23,720						146			(3)
Automobile			89						23						12						124						12,358												—						12,482						9
Home equity			66						32						83						181						9,932												—						10,113						22
RV and marine			17						5						4						26						5,873												—						5,899						3
Other consumer			13						4						4						21						1,440												—						1,461						4
Total loans and leases			$	543					$	235					$	427					$	1,205					$	120,603											$	174					$	121,982					$	189

			At December 31, 2022
			Past Due (1)																																				Loans Accounted for Under FVO						Total Loans and Leases						90 or more days past due and accruing
(dollar amounts in millions)			30-59 Days						60-89 Days						90 or more days						Total						Current
Commercial and industrial			$	53					$	19					$	108					$	180					$	47,941											$	—					$	48,121					$	23		(2)
Commercial real estate			2						1						9						12						13,628												—						13,640						—
Lease financing			36						18						10						64						5,188												—						5,252						9
Residential mortgage			246						69						199						514						21,528												184						22,226						146			(3)
Automobile			88						20						11						119						13,035												—						13,154						9
Home equity			56						30						66						152						10,222												1						10,375						15
RV and marine			15						5						3						23						5,353												—						5,376						3
Other consumer			13						3						3						19						1,360												—						1,379						2
Total loans and leases			$	509					$	165					$	409					$	1,083					$	118,255											$	185					$	119,523					$	207

(1)NALs are included in this aging analysis based on the loan’s past due status.

(2)Amounts include SBA loans and leases.

(3)Amounts include mortgage loans insured by U.S. government agencies.

113 Huntington Bancshares Incorporated

Credit Quality Indicators

To facilitate the monitoring of credit quality for commercial loans, and for purposes of determining an appropriate ACL level for these loans, Huntington utilizes the following internally defined categories of credit grades:

• Pass - Higher quality loans that do not fit any of the other categories described below.

• OLEM - The credit risk may be relatively minor yet represents a risk given certain specific circumstances. If the potential weaknesses are not monitored or mitigated, the loan may weaken or the collateral may be inadequate to protect Huntington’s position in the future. For these reasons, Huntington considers the loans to be potential problem loans.

• Substandard - Inadequately protected loans resulting from the borrower’s ability to repay, equity, and/or the collateral pledged to secure the loan. These loans have identified weaknesses that could hinder normal repayment or collection of the debt. It is likely Huntington will sustain some loss if any identified weaknesses are not mitigated.

• Doubtful - Loans that have all of the weaknesses inherent in those loans classified as Substandard, with the added elements of the full collection of the loan is improbable and that the possibility of loss is high.

Loans are generally assigned a category of “Pass” rating upon initial approval and subsequently updated as appropriate based on the borrower’s financial performance.

Commercial loans categorized as OLEM, Substandard, or Doubtful are considered Criticized loans. Commercial loans categorized as Substandard or Doubtful are both considered Classified loans.

For all classes within the consumer loan portfolios, borrower credit bureau scores are monitored as an indicator of credit quality. A credit bureau score is a credit score developed by FICO based on data provided by the credit bureaus. The credit bureau score is widely accepted as the standard measure of consumer credit risk used by lenders, regulators, rating agencies, and consumers. The higher the credit bureau score, the higher likelihood of repayment and therefore, an indicator of higher credit quality.

Huntington assesses the risk in the loan portfolio by utilizing numerous risk characteristics. The classifications described above, and also presented in the table below, represent one of those characteristics that are closely monitored in the overall credit risk management processes.

2023 Form 10-K 114

The following tables present the amortized cost basis of loans and leases by vintage and credit quality indicator.

						At December 31, 2023
						Term Loans Amortized Cost Basis by Origination Year																																				Revolver Total at Amortized Cost Basis						Revolver Total Converted to Term Loans
(dollar amounts in millions)						2023						2022						2021						2020						2019						Prior												Total
Commercial and industrial
Credit Quality Indicator (1):
Pass						$	14,677					$	9,889					$	3,673					$	2,151					$	1,187					$	1,431					$	14,563					$	3					$	47,574
OLEM						213						239						64						20						12						20						462						—						1,030
Substandard						393						305						188						150						83						184						750						—						2,053
Total Commercial and industrial						$	15,283					$	10,433					$	3,925					$	2,321					$	1,282					$	1,635					$	15,775					$	3					$	50,657
Commercial real estate
Credit Quality Indicator (1):
Pass						$	1,395					$	3,253					$	1,774					$	1,063					$	1,152					$	1,288					$	585					$	—					$	10,510
OLEM						163						406						112						65						32						54						60						—						892
Substandard						164						404						176						10						137						114						15						—						1,020
Total Commercial real estate						$	1,722					$	4,063					$	2,062					$	1,138					$	1,321					$	1,456					$	660					$	—					$	12,422
Lease financing
Credit Quality Indicator (1):
Pass						$	1,973					$	1,284					$	828					$	583					$	243					$	106					$	—					$	—					$	5,017
OLEM						16						22						6						5						2						9						—						—						60
Substandard						20						66						31						16						13						5						—						—						151
Total Lease financing						$	2,009					$	1,372					$	865					$	604					$	258					$	120					$	—					$	—					$	5,228
Residential mortgage
Credit Quality Indicator (2):
750+						$	2,077					$	3,963					$	6,028					$	3,292					$	749					$	2,191					$	—					$	—					$	18,300
650-749						950						1,024						964						510						186						775						—						—						4,409
<650						24						79						82						64						85						503						—						—						837
Total Residential mortgage						$	3,051					$	5,066					$	7,074					$	3,866					$	1,020					$	3,469					$	—					$	—					$	23,546
Automobile
Credit Quality Indicator (2):
750+						$	2,624					$	1,964					$	1,525					$	740					$	367					$	85					$	—					$	—					$	7,305
650-749						1,438						1,305						907						370						168						53						—						—						4,241
<650						170						281						266						118						64						37						—						—						936
Total Automobile						$	4,232					$	3,550					$	2,698					$	1,228					$	599					$	175					$	—					$	—					$	12,482
Home Equity
Credit Quality Indicator (2):
750+						$	381					$	429					$	512					$	534					$	17					$	244					$	4,454					$	233					$	6,804
650-749						136						100						65						57						7						101						2,083						230						2,779
<650						2						6						3						3						2						43						344						127						530
Total Home equity						$	519					$	535					$	580					$	594					$	26					$	388					$	6,881					$	590					$	10,113
RV and marine
Credit Quality Indicator (2):
750+						$	1,206					$	971					$	867					$	588					$	295					$	612					$	—					$	—					$	4,539
650-749						289						248						252						158						91						210						—						—						1,248
<650						4						12						21						18						14						43						—						—						112
Total RV and marine						$	1,499					$	1,231					$	1,140					$	764					$	400					$	865					$	—					$	—					$	5,899
Other consumer
Credit Quality Indicator (2):
750+						$	186					$	80					$	39					$	19					$	17					$	48					$	424					$	3					$	816
650-749						98						43						17						6						5						12						383						13						577
<650						4						5						3						1						1						1						39						14						68
Total Other consumer						$	288					$	128					$	59					$	26					$	23					$	61					$	846					$	30					$	1,461

115 Huntington Bancshares Incorporated

						At December 31, 2022
						Term Loans Amortized Cost Basis by Origination Year																																				Revolver Total at Amortized Cost Basis						Revolver Total Converted to Term Loans
(dollar amounts in millions)						2022						2021						2020						2019						2018						Prior												Total
Commercial and industrial
Credit Quality Indicator (1):
Pass						$	18,092					$	6,742					$	3,332					$	2,107					$	1,156					$	1,186					$	13,060					$	3					$	45,678
OLEM						108						139						72						21						49						26						113						—						528
Substandard						368						183						203						212						142						256						550						—						1,914
Doubtful						—						—						—						—						—						1						—						—						1
Total Commercial and industrial						$	18,568					$	7,064					$	3,607					$	2,340					$	1,347					$	1,469					$	13,723					$	3					$	48,121
Commercial real estate
Credit Quality Indicator (1):
Pass						$	4,022					$	3,115					$	1,562					$	1,662					$	829					$	1,020					$	519					$	—					$	12,729
OLEM						61						53						1						43						6						9						—						—						173
Substandard						231						116						92						74						84						140						1						—						738
Total Commercial real estate						$	4,314					$	3,284					$	1,655					$	1,779					$	919					$	1,169					$	520					$	—					$	13,640
Lease financing
Credit Quality Indicator (1):
Pass						$	1,930					$	1,291					$	952					$	447					$	186					$	143					$	—					$	—					$	4,949
OLEM						32						9						15						18						6						3						—						—						83
Substandard						65						37						74						24						9						11						—						—						220
Total Lease financing						$	2,027					$	1,337					$	1,041					$	489					$	201					$	157					$	—					$	—					$	5,252
Residential mortgage
Credit Quality Indicator (2):
750+						$	3,666					$	6,274					$	3,566					$	846					$	469					$	2,070					$	—					$	—					$	16,891
650-749						1,394						1,172						617						211						137						777						—						—						4,308
<650						49						68						61						95						90						480						—						—						843
Total Residential mortgage						$	5,109					$	7,514					$	4,244					$	1,152					$	696					$	3,327					$	—					$	—					$	22,042
Automobile
Credit Quality Indicator (2):
750+						$	2,770					$	2,212					$	1,243					$	777					$	289					$	98					$	—					$	—					$	7,389
650-749						1,944						1,508						683						367						162						52						—						—						4,716
<650						307						352						173						115						67						35						—						—						1,049
Total Automobile						$	5,021					$	4,072					$	2,099					$	1,259					$	518					$	185					$	—					$	—					$	13,154
Home equity
Credit Quality Indicator (2):
750+						$	463					$	573					$	611					$	23					$	20					$	301					$	4,787					$	252					$	7,030
650-749						131						88						68						9						8						122						2,129						261						2,816
<650						3						3						3						2						2						51						335						129						528
Total Home equity						$	597					$	664					$	682					$	34					$	30					$	474					$	7,251					$	642					$	10,374
RV and marine
Credit Quality Indicator (2):
750+						$	1,148					$	1,031					$	731					$	361					$	354					$	438					$	—					$	—					$	4,063
650-749						290						315						200						118						113						169						—						—						1,205
<650						5						18						15						17						17						36						—						—						108
Total RV and marine						$	1,443					$	1,364					$	946					$	496					$	484					$	643					$	—					$	—					$	5,376
Other consumer
Credit Quality Indicator (2):
750+						$	207					$	64					$	35					$	34					$	13					$	52					$	393					$	3					$	801
650-749						71						30						12						15						4						14						355						16						517
<650						3						3						2						3						1						2						33						14						61
Total Other consumer						$	281					$	97					$	49					$	52					$	18					$	68					$	781					$	33					$	1,379

(1)Consistent with the credit quality disclosures, indicators for the Commercial portfolio are based on internally defined categories of credit grades.

(2)Consistent with the credit quality disclosures, indicators for the Consumer portfolio are based on updated customer credit scores refreshed at least quarterly.

2023 Form 10-K 116

The following tables present the gross charge-offs of loans and leases by vintage.

						Year Ended December 31, 2023
						Term Loans Gross Charge-offs by Origination Year																																				Revolver Gross Charge-offs						Revolver Converted to Term Loans Gross Charge-offs
(dollar amounts in millions)						2023						2022						2021						2020						2019						Prior												Total
Commercial and industrial						$	9					$	47					$	48					$	14					$	33					$	13					$	11					$	2					$	177
Commercial real estate						8						9						31						—						26						4						7						—						85
Lease Financing						—						4						2						1						1						—						—						—						8
Residential mortgage						—						—						1						—						—						4						—						—						5
Automobile						3						16						16						7						5						3						—						—						50
Home equity						—						—						—						—						—						1						2						6						9
RV and marine						—						2						4						3						3						7						—						—						19
Other consumer						14						23						13						5						5						12						—						29						101
Total						$	34					$	101					$	115					$	30					$	73					$	44					$	20					$	37					$	454

Modifications to Debtors Experiencing Financial Difficulty

Effective January 1, 2023, Huntington adopted ASU 2022-02- Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. For additional information on the adoption, refer to both Note 1 - “Significant Accounting Policies” and Note 2 - “Accounting Standards Update.”

Huntington will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss, proactively work with borrowers in financial difficulty, or to comply with regulations regarding the treatment of certain bankruptcy filing and discharge situations.

A debtor is considered to be experiencing financial difficulty when there is significant doubt about the debtor’s ability to make required payments on the debt or to get equivalent financing from another creditor at a market rate for similar debt. A loan placed on nonaccrual because the borrower is experiencing financial difficulty may be returned to accrual status when all contractually due interest and principal has been paid and the borrower demonstrates the financial capacity to continue to pay as agreed, with the risk of loss diminished.

Reported Modification Types

Modifications in the form of principal forgiveness, an interest rate reduction, an other than insignificant payment delay or a term extension that have occurred in the current reporting period to a borrower experiencing financial difficulty are disclosed along with the financial impact of the modifications.

Huntington will generally try other forms of relief before principal forgiveness but would define any contractual reduction in the amount of principal due without receiving payment or assets as forgiveness. For the purpose of the disclosure Huntington considers any contractual change in interest rate that results in the borrower receiving a below market rate to be an interest rate reduction. Many factors can go into what is considered an other than insignificant payment delay, for example, the significance of the restructured payment amount relative to the normal loan payment or the relative significance of the delay to the original loan terms. Generally, Huntington would consider any delay in payment of greater than 90 days in the last 12 months to be significant. For the purpose of the disclosure modification of contingent payment features or covenants that would have accelerated payment are not considered term extensions.

117 Huntington Bancshares Incorporated

Following is a description of what is considered a borrower experiencing financial difficulty by the different loan types:

Commercial loan modifications – Our strategy involving commercial borrowers generally includes working with these borrowers to allow them time to improve their financial position and remain a Huntington customer through restructuring their notes or to restructure elsewhere if necessary. Borrowers that are rated substandard or worse in accordance with the regulatory definition, or that cannot otherwise restructure at market terms and conditions, are considered to be experiencing financial difficulty. A subsequent restructuring or modification of a loan may occur when either the loan matures according to the terms of the modified agreement, or the borrower requests a change to the loan agreements. It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing. The restructured note is evaluated to determine if it is considered a new loan or a continuation of the prior loan.

Consumer loan modifications – Consumer loans in which a borrower requires a modification as a result of negative changes to their financial condition or to avoid default, generally indicate the borrower is experiencing financial difficulty. The primary modifications made to consumer loans are amortization, maturity date and interest rate changes. Consumer borrowers identified as experiencing financial difficulty are unable to refinance their loans through the Company’s normal origination channels or through other independent sources. Most, but not all, of the loans may be delinquent. The Company’s primary loan categories that receive modifications are residential mortgage, automobile, home equity, RV and marine, and other consumer loans.

Impact on Credit Quality of Borrowers Experiencing Financial Difficulty

Huntington’s ALLL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted primarily by changes in such loan level characteristics, such as payment performance. Commercial borrowers experiencing financial difficulty are risk rated to reflect the increase in default characteristics so that that the ALLL reflects the future risk of loss. Borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual loans.

The following table summarizes the amortized cost basis of loans modified during the reporting period to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of modification.

			Year Ended December 31, 2023
			Amortized Cost
(dollar amounts in millions)			Interest rate reduction						Term extension						Payment deferral												Combo - interest rate reduction and term extension																		Total						% of total loan class (1)
Commercial and industrial			$	64					$	387					$	—											$	4																	$	455					0.90		%
Commercial real estate			2						151						—												4																		157						1.26
Residential mortgage			—						58						2												4																		64						0.27
Automobile			—						14						—												1																		15						0.12
Home equity			—						2						—												10																		12						0.12
RV and marine			—						1						—												—																		1						0.02
Other consumer			1						—						—												—																		1						0.07
Total loans to borrowers experiencing financial difficulty in which modifications were made			$	67					$	613					$	2											$	23																	$	705					0.58		%

(1)Represents the amortized cost of loans modified during the reporting period as a percentage of the period-end loan balance by class.

2023 Form 10-K 118

The following table describes the financial effect of the modification made to borrowers experiencing financial difficulty.

			Year Ended December 31, 2023
			Interest Rate Reduction (1)												Term Extension (1)
			Weighted-average contractual interest rate												Weighted-average years added to the life
			From						To
Commercial and industrial			8.62		%				8.05		%				1.0
Commercial real estate			13.42						8.75						1.0
Residential mortgage			6.32						4.64						7.7
Automobile			6.60						6.26						1.9
Home equity			8.88						6.15						14.6

(1)Certain disclosures related to financial effects of modifications do not include deemed to be immaterial.

The performance of loans made to borrowers experiencing financial difficulty in which modifications were made is closely monitored to understand the effectiveness of modification efforts. Loans are considered to be in payment default at 90 or more days past due. The following table depicts the performance of loans that have been modified during the reporting period.

			At December 31, 2023
			Past Due
(dollar amounts in millions)			30-59 Days						60-89 Days						90 or more days						Total						Current						Total
Commercial and industrial			$	21					$	25					$	7					$	53					$	402					$	455
Commercial real estate			—						—						5						5						152						157
Residential mortgage			9						8						11						28						36						64
Automobile			2						1						—						3						12						15
Home equity			1						1						1						3						9						12
RV and marine			—						—						—						—						1						1
Other consumer			—						—						—						—						1						1
Total loans to borrowers experiencing financial difficulty in which modifications were made in the twelve months ended December 31, 2023			$	33					$	35					$	24					$	92					$	613					$	705

TDR Loans

TDR Concession Types

The following provides additional disclosures previously required by ASC Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, related to the year ended December 31, 2022.

The Company’s standards relating to loan modifications consider, among other factors, minimum verified income requirements, cash flow analyses, and collateral valuations. Each potential loan modification is reviewed individually and the terms of the loan are modified to meet a borrower’s specific circumstances at a point in time. All commercial TDRs are reviewed and approved by our FRG.

Following is a description of TDRs by the different loan types:

Commercial loan TDRs – Our strategy involving commercial TDR borrowers includes working with these borrowers to allow them to refinance elsewhere, as well as allow them time to improve their financial position and remain a Huntington customer through refinancing their notes according to market terms and conditions in the future. A subsequent refinancing or modification of a loan may occur when either the loan matures according to the terms of the TDR-modified agreement, or the borrower requests a change to the loan agreements. At that time, the loan is evaluated to determine if the borrower is creditworthy. It is subjected to the normal underwriting standards and processes for other similar credit extensions, both new and existing. The refinanced note is evaluated to determine if it is considered a new loan or a continuation of the prior loan.

119 Huntington Bancshares Incorporated

Consumer loan TDRs – Residential mortgage TDRs represent loan modifications associated with traditional first-lien mortgage loans in which a concession has been provided to the borrower. The primary concessions given to residential mortgage borrowers are amortization, maturity date, and interest rate concessions. Residential mortgages identified as TDRs involve borrowers unable to refinance their mortgages through the Company’s normal mortgage origination channels or through other independent sources. Some, but not all, of the loans may be delinquent. The Company may make similar interest rate, term, and principal concessions for Automobile, Home Equity, RV and Marine, and Other Consumer loan TDRs.

TDR Impact on Credit Quality

Huntington’s ALLL is influenced by loan level characteristics that inform the assessed propensity to default. As such, the provision for credit losses is impacted primarily by changes in such loan level characteristics, such as payment performance, rather than the TDR classification. TDRs can be classified as either accrual or nonaccrual loans. Nonaccrual TDRs are included in NALs whereas accruing TDRs are excluded from NALs as it is probable that all contractual principal and interest due under the restructured terms will be collected.

The Company’s TDRs may include multiple concessions and the disclosure classifications are presented based on the primary concession provided to the borrower.

The following table presents, by class and modification type, the number of contracts, post-modification outstanding balance, and the financial effects of the modification.

			At December 31, 2022
			New Troubled Debt Restructurings (1)
			Number of Contracts						Post-modification Outstanding Recorded Investment (2)
(dollar amounts in millions)						Interest rate concession						Amortization or maturity date concession						Chapter 7 bankruptcy						Other						Total
Commercial and industrial			313						$	92					$	62					$	—					$	15					$	169
Commercial real estate			26						62						27						—						—						89
Residential mortgage			806						—						109						5						—						114
Automobile			2,368						—						17						3						—						20
Home equity			228						—						8						4						—						12
RV and marine			137						—						2						1						—						3
Other consumer			127						—						—						—						1						1
Total new TDRs			4,005						$	154					$	225					$	13					$	16					$	408

(1)TDRs may include multiple concessions and the disclosure classifications are based on the primary concession provided to the borrower.

(2)Post-modification balances approximate pre-modification balances.

Pledged Loans and Leases

The Bank has access to secured borrowings from the Federal Reserve’s discount window and advances from the FHLB. As of December 31, 2023 and 2022, loans and leases totaling $101.8 billion and $70.9 billion, respectively, were pledged to the Federal Reserve and FHLB for access to these contingent funding sources.

2023 Form 10-K 120

6. ALLOWANCE FOR CREDIT LOSSES

The following table presents ACL activity by portfolio segment.

(dollar amounts in millions)																																													Commercial						Consumer						Total
Year Ended December 31, 2023:
ALLL balance, beginning of period																																													$	1,424					$	697					$	2,121
Loan and lease charge-offs																																													(270)						(184)						(454)
Recoveries of loans and leases previously charged-off																																													112						69						181
Provision for loan and lease losses																																													297						110						407
ALLL balance, end of period																																													$	1,563					$	692					$	2,255
AULC balance, beginning of period																																													$	71					$	79					$	150
Benefit for unfunded lending commitments																																													(5)						—						(5)
AULC balance, end of period																																													$	66					$	79					$	145
ACL balance, end of period																																													$	1,629					$	771					$	2,400
Year Ended December 31, 2022:
ALLL balance, beginning of period																																													$	1,462					$	568					$	2,030
Loan and lease charge-offs																																													(129)						(184)						(313)
Recoveries of loans and leases previously charged-off																																													114						78						192
Provision (benefit) for loan and lease losses																																													(23)						235						212
ALLL balance, end of period																																													$	1,424					$	697					$	2,121
AULC balance, beginning of period																																													$	41					$	36					$	77
Provision for unfunded lending commitments																																													30						43						73
AULC balance, end of period																																													$	71					$	79					$	150
ACL balance, end of period																																													$	1,495					$	776					$	2,271
Year Ended December 31, 2021:
ALLL balance, beginning of period																																													$	1,236					$	578					$	1,814
Loan and lease charge-offs																																													(243)						(139)						(382)
Recoveries of loans and leases previously charged-off																																													83						84						167
Provision (benefit) for loan and lease losses																																													12						(13)						(1)
Allowance on PCD loans and leases at acquisition																																													374						58						432
ALLL balance, end of period																																													$	1,462					$	568					$	2,030
AULC balance, beginning of period																																													$	34					$	18					$	52
Provision for unfunded lending commitments																																													8						18						26
Unfunded lending commitment losses																																													(1)						—						(1)
AULC balance, end of period																																													$	41					$	36					$	77
ACL balance, end of period																																													$	1,503					$	604					$	2,107

At December 31, 2023, the ACL was $2.4 billion, an increase of $129 million from the December 31, 2022 balance of $2.3 billion. The increase in the total ACL was primarily driven by a combination of loan and lease growth and modest overall coverage ratio builds throughout 2023.

The Commercial ACL was $1.6 billion at December 31, 2023, an increase of $134 million from the December 31, 2022 balance of $1.5 billion. The primary drivers were approximately $1.3 billion of commercial loan growth and an increase in the coverage ratio for the commercial real estate loan portfolio, reflecting the ongoing risks presented by higher interest rates, increased vacancy rates and deteriorating property values.

The Consumer ACL balance was $771 million at December 31, 2023, relatively flat compared to the December 31, 2022 balance of $776 million. Consumer loan growth over the course of 2023 was offset by modest improvement in the macroeconomic environment.

121 Huntington Bancshares Incorporated

The baseline economic scenario used in the December 31, 2023 ACL determination included the federal funds rate projected to have peaked during the third quarter of 2023 and is forecast to remain at this terminal level until mid-2024 as the Federal Reserve continues to address the elevated inflation levels and tightness in the labor market. The Federal Reserve is expected to start cutting rates in the third quarter of 2024 at a rate of 25 basis points per quarter until reaching 3% in late 2026. Inflation is forecast to drop from 3.3% year over year at the end of 2023, to the Federal Reserve’s target level of 2% by the fourth quarter of 2024. Unemployment is projected to gradually increase, peaking at 4.1% in the first quarter of 2025 before marginally improving to 3.9% by 2027.

The economic scenarios used included elevated levels of economic uncertainty including the impact of specific challenges in the Commercial Real Estate industry, high inflation readings, the U.S labor market, the expected path of interest rate changes by the Federal Reserve, and the impact of significant conflicts on-going around the world. Given the uncertainty associated with key economic scenario assumptions, the December 31, 2023 ACL included a general reserve that consists of various risk profile components to address uncertainty not measured within the quantitative transaction reserve.

7. MORTGAGE LOAN SALES AND SERVICING RIGHTS

Residential Mortgage Portfolio

The following table summarizes activity relating to residential mortgage loans sold with servicing retained.

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Residential mortgage loans sold with servicing retained			$	4,109					$	5,686					$	9,702
Pretax gains resulting from above loan sales (1)			58						137						356

(1)Recorded in mortgage banking income.

The following table summarizes the changes in MSRs recorded using the fair value method:

						Year Ended December 31,
(dollar amounts in millions)						2023						2022
Fair value, beginning of period						$	494					$	351
New servicing assets created						63						85
Servicing assets sold						(1)						—
Change in fair value during the period due to:
Time decay (1)						(24)						(22)
Payoffs (2)						(24)						(34)
Changes in valuation inputs or assumptions (3)						7						114
Fair value, end of period						$	515					$	494

(1)Represents decrease in value due to passage of time, including the impact from both regularly scheduled principal payments and partial loan paydowns.

(2)Represents decrease in value associated with loans that paid off during the period.

(3)Represents change in value resulting primarily from market-driven changes in interest rates.

MSRs do not trade in an active, open market with readily observable prices. Therefore, the fair value of MSRs is estimated using a discounted future cash flow model. Changes in the assumptions used may have a significant impact on the valuation of MSRs. MSR values are sensitive to movement in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which are impacted by the level of prepayments.

2023 Form 10-K 122

The following table summarizes the key assumptions and the sensitivity of the MSR value to changes in these assumptions.

			At December 31, 2023																					At December 31, 2022
												Decline in fair value due to																					Decline in fair value due to
(dollar amounts in millions)			Actual									10% adverse change						20% adverse change						Actual									10% adverse change						20% adverse change
Constant prepayment rate (annualized)			8.61		%							$	(15)					$	(28)					7.05		%							$	(13)					$	(25)
Spread over forward interest rate swap rates			538			bps						(11)						(22)						578			bps						(12)						(22)

Total servicing, late and other ancillary fees included in mortgage banking income was $98 million, $91 million, and $79 million for the years ended December 31, 2023, 2022, and 2021, respectively. The unpaid principal balance of residential mortgage loans serviced for third parties was $33.2 billion, $32.4 billion, and $31.0 billion at December 31, 2023, 2022, and 2021, respectively.

8. GOODWILL AND OTHER INTANGIBLE ASSETS

Business segments are based on segment leadership structure, which reflects how segment performance is monitored and assessed. We have two major business segments: Consumer & Regional Banking and Commercial Banking. The Treasury / Other function includes technology and operations, other unallocated assets, liabilities, revenue, and expense.

A rollforward of goodwill by business segment for which goodwill is allocated is presented in the table below. No goodwill impairment was recorded in 2023 or 2022.

			Consumer &						Commercial																								Huntington
(dollar amounts in millions)			Regional Banking						Banking																								Consolidated
Balance, January 1, 2022			$	3,650					$	1,699																							$	5,349
Acquisitions			—						222																								222
Balance, December 31, 2022			3,650						1,921																								5,571
RPS sale			(10)						—																								(10)
Balance, December 31, 2023			$	3,640					$	1,921																							$	5,561

Huntington’s other intangible assets consisted of the following:

(dollar amounts in millions)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
At December 31, 2023
Core deposit intangible			$	385					$	(259)					$	126
Customer relationship			92						(75)						17
Total other intangible assets			$	477					$	(334)					$	143
At December 31, 2022
Core deposit intangible			$	385					$	(216)					$	169
Customer relationship			107						(81)						26
Total other intangible assets			$	492					$	(297)					$	195

The estimated amortization expense of other intangible assets for the next five years is as follows:

(dollar amounts in millions)			Amortization Expense
2024			$	47
2025			43
2026			29
2027			9
2028			6

123 Huntington Bancshares Incorporated

9. PREMISES AND EQUIPMENT

Premises and equipment were comprised of the following:

			At December 31,
(dollar amounts in millions)			2023						2022
Land and land improvements			$	343					$	337
Buildings			789						776
Leasehold improvements			262						269
Equipment			899						896
Total premises and equipment			2,293						2,278
Less accumulated depreciation and amortization			(1,184)						(1,122)
Net premises and equipment			$	1,109					$	1,156

Depreciation and amortization charged to expense was as follows:

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Total depreciation and amortization of premises and equipment			$	167					$	182					$	178

10. OPERATING LEASES

At December 31, 2023, Huntington was obligated under non-cancelable leases for branch and office space. These leases are all classified as operating due to the amount of time such spaces are occupied relative to the underlying assets useful lives. Many of these leases contain renewal options, most of which are not included in measurement of the right-of-use asset as they are not considered reasonably certain of exercise (i.e., Huntington does not currently have a significant economic incentive to exercise these options).

Net lease assets and liabilities are as follows:

												At December 31,
(dollar amounts in millions)						Classification						2023						2022
Assets
Operating lease assets						Other assets						$	265					$	279
Liabilities
Lease liabilities						Other liabilities						$	379					$	401

Net lease cost are as follows:

												Year Ended December 31,
(dollar amounts in millions)						Classification						2023						2022
Operating lease cost						Net occupancy						$	68					$	81
Short-term lease cost						Net occupancy						1						2
Net lease cost												$	69					$	83

2023 Form 10-K 124

Maturity of lease liabilities at December 31, 2023 are as follows:

(dollar amounts in millions)																		Total
2024																		$	66
2025																		66
2026																		51
2027																		43
2028																		36
Thereafter																		251
Total lease payments																		513
Less: Interest																		(134)
Total lease liabilities																		$	379

Additional supplemental information related to the Company’s operating leases is as follows:

(dollar amounts in millions)						2023						2022
Year ended December 31:
Cash paid for amounts included in the measurement of lease liabilities for operating cash flows						$	(77)					$	(80)
Right-of-use assets obtained in exchange for lease obligations for operating leases						37						22
At December 31:
Weighted-average remaining lease term (years) for operating leases						11.30						11.48
Weighted-average discount rate for operating leases						4.93		%				4.64		%

11. BORROWINGS

Borrowings with original maturities of one year or less are classified as short-term and were comprised of the following:

			At December 31,
(dollar amounts in millions)			2023						2022
Federal funds purchased and securities sold under agreements to repurchase			$	618					$	253
FHLB advances			—						1,700
Other borrowings			2						74
Total short-term borrowings			$	620					$	2,027

As of December 31, 2023, the carrying value of assets pledged as collateral against repurchase agreements totaled $840 million. Assets pledged as collateral are reported in available-for-sale securities and held-to-maturity securities on the Consolidated Balance Sheets. The repurchase agreements have maturities within 60 days. No amounts have been offset against the agreements.

125 Huntington Bancshares Incorporated

Huntington’s long-term debt consisted of the following:

			At December 31,
(dollar amounts in millions)			2023						2022
The Parent Company:
Senior Notes:
2.67% Huntington Bancshares Incorporated senior notes due 2024			$	719					$	762
4.05% Huntington Bancshares Incorporated senior notes due 2025			457						481
4.51% Huntington Bancshares Incorporated senior notes due 2028			716						704
6.29% Huntington Bancshares Incorporated senior notes due 2029			1,266						—
2.60% Huntington Bancshares Incorporated senior notes due 2030			692						679
5.08% Huntington Bancshares Incorporated senior notes due 2033			383						379
Subordinated Notes:
3.55% Huntington Bancshares Incorporated subordinated notes due 2023			—						225
Huntington Capital I Trust Preferred 6.34% junior subordinated debentures due 2027 (1) (7)			69						69
Huntington Capital II Trust Preferred 6.27% junior subordinated debentures due 2028 (2) (7)			32						32
Sky Financial Capital Trust III 7.04% junior subordinated debentures due 2036 (3) (7)			72						72
Sky Financial Capital Trust IV 7.04% junior subordinated debentures due 2036 (3) (7)			74						74
2.49% Huntington Bancshares Incorporated subordinated notes due 2036			1						1
2.53% Huntington Bancshares Incorporated subordinated notes due 2036			512						502
Total notes issued by the parent			4,993						3,980
The Bank:
Senior Notes:
3.60% Huntington National Bank senior notes due 2023			—						735
6.66% Huntington National Bank senior notes due 2025			278						299
4.11% Huntington National Bank senior notes due 2025			467						486
5.81% Huntington National Bank senior notes due 2025			1,060						1,094
4.55% Huntington National Bank senior notes due 2028			776						766
5.76% Huntington National Bank senior notes due 2030			899						892
Subordinated Notes:
0.96% Huntington National Bank subordinated notes due 2025			129						129
3.86% Huntington National Bank subordinated notes due 2026			223						218
3.03% Huntington National Bank subordinated notes due 2029			156						153
3.75% Huntington National Bank subordinated notes due 2030			154						151
Total notes issued by the bank			4,142						4,923
FHLB Advances:
4.21% weighted average rate, varying maturities greater than one year			2,731						211
Other:
Huntington Technology Finance nonrecourse debt, 5.38% weighted average interest rate, varying maturities			343						337
6.65% Huntington Preferred Capital II - Class G securities			—						50
7.64% Huntington Preferred Capital II - Class I securities (4)			50						50
8.24% Huntington Preferred Capital II - Class J securities (5)			75						75
8.74% Huntington Preferred Capital II - Class L securities (6)			60						60
Total long-term debt			$	12,394					$	9,686

(1)Variable effective rate at December 31, 2023, based on three-month SOFR +0.96%.

(2)Variable effective rate at December 31, 2023, based on three-month SOFR +0.866%.

(3)Variable effective rate at December 31, 2023, based on three-month SOFR +1.66%.

(4)Variable effective rate at December 31, 2023, based on three-month SOFR +2.00%.

(5)Variable effective rate at December 31, 2023, based on three-month SOFR +2.60%.

(6)Variable effective rate at December 31, 2023, based on three-month SOFR +3.10%.

(7)Represents the outstanding amount of debentures issued to each trust and related trust-preferred securities. Refer to Note 21 - “Variable Interest Entities” for trust-preferred securities details.

2023 Form 10-K 126

Amounts above are net of unamortized discounts and adjustments related to hedging with derivative financial instruments. We use interest rate swaps to hedge interest rate risk of certain fixed-rate debt by converting the debt to a variable rate. See Note 20 - “Derivative Financial Instruments“ for more information regarding such financial instruments.

During the 2023 third quarter, Huntington issued $1.3 billion of fixed-to-floating senior notes. The fixed-to-floating senior notes are due August 21, 2029 and bear an initial fixed interest rate of 6.208%. Commencing August 21, 2028, the interest rate will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 202 basis points.

On January 26, 2024, Huntington issued $1.3 billion of fixed-to-floating senior notes. The fixed-to-floating senior notes are due February 2, 2035 and bear an initial fixed interest rate of 5.709%. Commencing February 2, 2034, the interest rate will reset to a floating rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 187 basis points.

Long-term debt maturities, based upon the par values of the long-term debt, for the next five years and thereafter are as follows:

(dollar amounts in millions)			2024						2025						2026						2027						2028						Thereafter						Total
The Parent Company:
Senior notes			$	734					$	468					$	—					$	—					$	750					$	2,400					$	4,352
Subordinated notes			—						—						—						70						32						707						809
The Bank:
Senior notes			—						1,817						—						—						800						900						3,517
Subordinated notes			—						130						239						—						—						300						669
FHLB Advances			—						200						1,500						500						500						1						2,701
Other			70						75						151						125						106						1						528
Total			$	804					$	2,690					$	1,890					$	695					$	2,188					$	4,309					$	12,576

The terms of certain long-term debt obligations contain various restrictive covenants including limitations on the acquisition of additional debt, dividend payments, and the disposition of subsidiaries. As of December 31, 2023, Huntington was in compliance with all such covenants.

127 Huntington Bancshares Incorporated

12. OTHER COMPREHENSIVE INCOME

The components of Huntington’s OCI were as follows:

(dollar amounts in millions)			Pretax						Tax (expense) benefit						After-tax
Year Ended December 31, 2023
Unrealized losses on available-for-sale securities arising during the period, net of hedges			$	154					$	(36)					$	118
Reclassification adjustment for realized net losses included in net income			47						(11)						36
Total unrealized gains (losses) on available-for-sale securities, net of hedges			201						(47)						154
Unrealized gains (losses) on cash flow hedges during the period			162						(37)						125
Reclassification adjustment for cash flow hedges included in net income			187						(43)						144
Net change related to cash flow hedges on loans			349						(80)						269
Translation adjustments, net of hedges (1)			2						—						2
Change in accumulated unrealized gains for pension and other post-retirement obligations			(4)						1						(3)
Other comprehensive income (loss)			$	548					$	(126)					$	422
Year Ended December 31, 2022
Unrealized losses on available-for-sale securities arising during the period, net of hedges			$	(2,934)					$	673					$	(2,261)
Reclassification adjustment for realized net losses included in net income			100						(23)						77
Total unrealized gains (losses) on available-for-sale securities, net of hedges			(2,834)						650						(2,184)
Unrealized gains (losses) on cash flow hedges during the period			(896)						201						(695)
Reclassification adjustment for cash flow hedges included in net income			—						—						—
Net change related to cash flow hedges on loans			(896)						201						(695)
Translation adjustments, net of hedges (1)			(5)						—						(5)
Change in accumulated unrealized gains for pension and other post-retirement obligations			19						(4)						15
Other comprehensive income (loss)			$	(3,716)					$	847					$	(2,869)
Year Ended December 31, 2021
Unrealized losses on available-for-sale securities arising during the period, net of hedges			$	(361)					$	81					$	(280)
Reclassification adjustment for realized net losses included in net income			34						(8)						26
Total unrealized gains (losses) on available-for-sale securities, net of hedges			(327)						73						(254)
Unrealized gains (losses) on cash flow hedges during the period			(257)						65						(192)
Reclassification adjustment for cash flow hedges included in net income			—						—						—
Net change related to cash flow hedges on loans			(257)						65						(192)
Translation adjustments, net of hedges (1)			(3)						—						(3)
Change in accumulated unrealized gains for pension and other post-retirement obligations			36						(8)						28
Other comprehensive income (loss)			$	(551)					$	130					$	(421)

(1)Foreign investments are deemed to be permanent in nature and, therefore, Huntington does not provide for taxes on foreign currency translation adjustments.

2023 Form 10-K 128

Activity in accumulated OCI were as follows:

(dollar amounts in millions)			Unrealized (losses) gains on available-for-sale securities, net of hedges (1)												Net change related to cash flow hedges on loans						Translation adjustments, net of hedges						Unrealized (losses) gains for pension and other post-retirement obligations						Total
December 31, 2020			$	190											$	255					$	—					$	(253)					$	192
Other comprehensive income (loss) before reclassifications			(280)												(192)						(3)						—						(475)
Amounts reclassified from accumulated OCI to earnings			26												—						—						28						54
Period change			(254)												(192)						(3)						28						(421)
December 31, 2021			(64)												63						(3)						(225)						(229)
Other comprehensive income (loss) before reclassifications			(2,261)												(695)						(5)						—						(2,961)
Amounts reclassified from accumulated OCI to earnings			77												—						—						15						92
Period change			(2,184)												(695)						(5)						15						(2,869)
December 31, 2022			(2,248)												(632)						(8)						(210)						(3,098)
Other comprehensive income before reclassifications			118												125						2						—						245
Amounts reclassified from accumulated OCI to earnings			36												144						—						(3)						177
Period change			154												269						2						(3)						422
December 31, 2023			$	(2,094)											$	(363)					$	(6)					$	(213)					$	(2,676)

(1)AOCI amounts at December 31, 2023, 2022, and 2021 include $58 million, $66 million, and $27 million, respectively, of net unrealized losses (after-tax) on securities transferred from the available-for-sale securities portfolio to the held-to-maturity securities portfolio. The net unrealized losses will be recognized in earnings over the remaining life of the security using the effective interest method.

13. SHAREHOLDERS’ EQUITY

Preferred Stock

The following is a summary of Huntington’s non-cumulative, non-voting, perpetual preferred stock outstanding.

(dollar amounts in millions)																														Carrying Amount
Series						Issuance Date						Shares Outstanding												Dividend Rate						Earliest Optional Redemption Date (1)						December 31, 2023						December 31, 2022
Series B (2)						12/28/2011						35,500												Variable (3)						1/15/2017						$	23					$	23
Series E (4)						2/27/2018						4,087												Variable (5)						4/15/2023						405						495
Series F (4)						5/27/2020						5,000												5.625		%				7/15/2030						494						494
Series G (4)						8/3/2020						5,000												4.45						10/15/2027						494						494
Series H (2)						2/2/2021						500,000												4.50						4/15/2026						486						486
Series I (6)						6/9/2021						7,000												5.70						12/01/2022						175						175
Series J (2)						3/6/2023						325,000												6.875						4/15/2028						317						—
Total												881,587																								$	2,394					$	2,167

(1)Redeemable at Huntington’s option on the date stated or on a quarterly basis thereafter.

(2)Series B, H, and J preferred stock have a liquidation value and redemption price per share of $1,000, plus any declared and unpaid dividends.

(3)Series B dividend rate converted to 3-month CME Term SOFR + 26 bps LIBOR spread adjustment + 270 bps effective July 15, 2023. Prior to July 15, 2023, the dividend rate was 3-month LIBOR + 270 bps.

(4)Series E, F, and G, preferred stock have a liquidation value and redemption price per share of $100,000, plus any declared and unpaid dividends.

(5)Series E dividend rate converted to 3-month CME Term SOFR + 26 bps LIBOR spread adjustment + 288 bps effective July 15, 2023. Prior to July 15, 2023, the dividend rate was 3-month LIBOR + 288 bps.

(6)Series I preferred stock has a liquidation value and redemption price per share of $25,000, plus any declared and unpaid dividends.

129 Huntington Bancshares Incorporated

The following table presents the dividends declared for each series of Preferred shares.

						Year Ended December 31,
						2023												2022												2021
(amounts in millions, except per share data)						Cash Dividend Declared Per Share												Cash Dividend Declared Per Share												Cash Dividend Declared Per Share
Preferred Series									Amount ($)									Amount ($)									Amount ($)
Series B						$	80.28					$	(3)					$	46.68					$	(2)					$	28.69					$	(1)
Series C						—						—						—						—						44.07						(4)
Series D						—						—						—						—						31.25						(18)
Series E						7,753.75						(37)						5,700.00						(29)						5,700.00						(29)
Series F						5,625.00						(28)						5,625.00						(28)						5,625.00						(28)
Series G						4,450.00						(22)						4,450.00						(22)						4,450.00						(23)
Series H						45.00						(23)						45.00						(22)						42.00						(21)
Series I						1,425.00						(10)						1,425.00						(10)						1,068.75						(7)
Series J						59.02						(19)						—						—						—						—
Total												$	(142)											$	(113)											$	(131)

During the fourth quarter of 2023, $90 million of outstanding Series E Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, was repurchased.

On October 15, 2021, all $100 million of outstanding Series C Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, was redeemed.

On July 15, 2021, all $600 million of outstanding Series D Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, was redeemed.

14. EARNINGS PER SHARE

Basic earnings per share is the amount of earnings (adjusted for preferred stock dividends and the impact of preferred stock repurchases and redemptions) available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. Potentially dilutive common shares include incremental shares issued for stock options, restricted stock units and awards, and distributions from deferred compensation plans. Potentially dilutive common shares are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive.

2023 Form 10-K 130

The calculation of basic and diluted earnings per share is as follows:

			Year Ended December 31,
(dollar amounts in millions, except per share data, share count in thousands)			2023						2022						2021
Basic earnings per common share:
Net income attributable to Huntington			$	1,951					$	2,238					$	1,295
Preferred stock dividends			142						113						131
Impact of preferred stock repurchases and redemptions			(8)						—						11
Net income available to common shareholders			$	1,817					$	2,125					$	1,153
Average common shares issued and outstanding			1,446,449						1,441,279						1,262,435
Basic earnings per common share			$	1.26					$	1.47					$	0.91
Diluted earnings per common share:
Average dilutive potential common shares:
Stock options and restricted stock units and awards			14,456						17,534						18,185
Shares held in deferred compensation plans			7,111						6,407						6,113
Average dilutive potential common shares			21,567						23,941						24,298
Total diluted average common shares issued and outstanding			1,468,016						1,465,220						1,286,733
Diluted earnings per common share			$	1.24					$	1.45					$	0.90
Anti-dilutive awards (1)			11,039						5,303						2,674

(1)Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive.

15. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue is segregated based on the nature of product and services offered as part of contractual arrangements. Revenue from contracts with customers within the scope of ASC 606 is broadly segregated within the following noninterest income categories:

• Payments and cash management revenue primarily includes interchange fees earned on debit cards and credit cards and fees earned from providing cash management services to corporate deposit customers. Within the scope of ASC 606, Huntington recognizes debit and credit card interchange fees for services performed related to authorization and settlement of a cardholder’s transaction with a merchant. Revenue is recognized when a cardholder’s transaction is approved and settled. Certain volume or transaction based interchange expenses (net of rebates) paid to the payment network reduce the interchange revenue and are presented net on the income statement. Similarly, rewards payable under a reward program to cardholders are recognized as a reduction of the transaction price and are presented net against the interchange revenue. Revenue from providing cash management services to corporate deposit customers is recognized over the period of time services are rendered.

*•*Wealth and asset management revenue primarily includes fee income generated from providing wealth and asset management services to personal, corporate, and institutional customers, including, but not limited to, fees and commissions earned from trust and investment management services, sales of annuity products, and tax reporting services. Within the scope of ASC 606, Huntington recognizes revenue from wealth and asset management services are rendered over a period of time. Huntington may also recognize revenue from referring a customer to outside third-parties to purchase annuities and mutual funds which is recognized in the period earned.

131 Huntington Bancshares Incorporated

• Customer deposit and loan fees primarily includes fees and other charges Huntington receives related to service charges on deposit accounts, loan commitments and standby letters of credits, and other deposit and lending activity. Within the scope of ASC 606, Huntington recognizes fees and other charges for providing various services, including, but not limited to, maintaining accounts, providing overdraft services, transferring funds, and accepting and executing stop-payment orders for customers. Revenue includes both fixed fees (e.g., account maintenance fee), recognized over a period of time, and transaction fees (e.g., wire-transfer fee), recognized when a specific service is performed. Huntington may, from time to time, waive certain fees for customers but generally does not reduce the transaction price to reflect variability for future reversals due to the insignificance of the amounts. Waiver of fees reduces the revenue in the period the waiver is granted to the customer.

*•*Capital markets and advisory fees primarily includes advisory fees for merger, acquisition and capital markets activity, interest rate derivative fees, underwriting fees, foreign exchange fees, loan syndication fees, and fees earned from customer-related sales activity. Within the scope of ASC 606, Huntington recognizes revenue associated with capital markets and advisory fees when the related transaction closes.

*•*Leasing revenue primarily includes income from operating lease payments and termination of leases. Within the scope of ASC 606, Huntington recognizes leasing revenue when, or as, the performance obligation is satisfied. Inherent variability in the transaction price is not recognized until the uncertainty affecting the variability is resolved.

*•*Insurance income primarily includes agency commissions from the sale of insurance premiums to customers. All insurance income is recognized within the scope of ASC 606. Huntington receives commissions from the sales of insurance policies to customers. The initial commission is recognized when the insurance policy is sold to a customer. Huntington is also entitled to renewal commissions and, in some cases, profit sharing which are recognized in subsequent periods.

*•*Other - Within the scope of ASC 606, Huntington recognizes a variety of other miscellaneous revenue streams which are recognized when, or as, the performance obligation is satisfied.

The following table shows Huntington’s total noninterest income segregated between revenue with contracts with customers within the scope of ASC 606 and revenue within the scope of other GAAP Topics.

						Year Ended December 31,
(dollar amounts in millions)						2023						2022						2021
Noninterest income
Revenue from contracts with customers						$	1,400					$	1,318					$	1,113
Revenue within the scope of other GAAP topics						521						663						776
Total noninterest income						$	1,921					$	1,981					$	1,889

Revenue is recorded in the business segment responsible for the related product or service. Fee sharing arrangements exist to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Business segment results are determined based upon management’s reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around Huntington’s organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.

2023 Form 10-K 132

The following table illustrates the disaggregation by operating segment and major revenue stream and reconciles disaggregated revenue to segment revenue presented in Note 25 - “Segment Reporting”:

(dollar amounts in millions)			Consumer & Business Banking						Commercial Banking																		Treasury / Other						Huntington Consolidated
Year Ended December 31, 2023
Major Revenue Streams
Payments and cash management revenue			$	433					$	103																	$	—					$	536
Wealth and asset management revenue			313						15																		—						328
Customer deposit and loan fees			203						8																		—						211
Capital markets and advisory fees			16						118																		(2)						132
Leasing revenue			2						49																		—						51
Insurance income			64						11																		(1)						74
Other			67						3																		(2)						68
Net revenue from contracts with customers			$	1,098					$	307																	$	(5)					$	1,400
Noninterest income within the scope of other GAAP topics			159						339																		23						521
Total noninterest income			$	1,257					$	646																	$	18					$	1,921
Year Ended December 31, 2022
Major Revenue Streams
Payments and cash management revenue			$	405					$	108																	$	—					$	513
Wealth and asset management revenue			294						6																		—						300
Customer deposit and loan fees			226						5																		—						231
Capital markets and advisory fees			15						98																		(3)						110
Leasing revenue			1						66																		—						67
Insurance income			71						9																		(1)						79
Other			8						12																		(2)						18
Net revenue from contracts with customers			$	1,020					$	304																	$	(6)					$	1,318
Noninterest income within the scope of other GAAP topics			252						363																		48						663
Total noninterest income			$	1,272					$	667																	$	42					$	1,981
Year Ended December 31, 2021
Major Revenue Streams
Payments and cash management revenue			$	360					$	104																	$	—					$	464
Wealth and asset management revenue			266						3																		—						269
Customer deposit and loan fees			226						1																		—						227
Capital markets and advisory fees			10						19																		—						29
Leasing revenue			2						21																		—						23
Insurance income			75						6																		1						82
Other			6						2																		11						19
Net revenue from contracts with customers			$	945					$	156																	$	12					$	1,113
Noninterest income within the scope of other GAAP topics			344						363																		69						776
Total noninterest income			$	1,289					$	519																	$	81					$	1,889

Huntington generally provides services for customers in which it acts as principal. Payment terms and conditions vary amongst services and customers, and thus impact the timing and amount of revenue recognition. Some fees may be paid before any service is rendered and accordingly, such fees are deferred until the obligations pertaining to those fees are satisfied. Most Huntington contracts with customers are cancelable by either party without penalty or they are short-term in nature, with a contract duration of less than one year. Accordingly, most revenue deferred for the reporting period ended December 31, 2023 is expected to be earned within one year. Huntington does not have significant balances of contract assets or contract liabilities and any change in those balances during the reporting period ended December 31, 2023 was determined to be immaterial.

133 Huntington Bancshares Incorporated

16. SHARE-BASED COMPENSATION

Share-based awards are eligible for issuance under the Huntington Bancshares Incorporated 2018 Long Term Incentive Plan. This plan provides for the granting of stock options, restricted stock awards, restricted stock units, performance share units and other awards to officers, directors, and other employees. In connection with the TCF acquisition in 2021, equity awards granted under the TCF equity plans were assumed subject to the same terms and conditions applicable to such awards prior to the date of acquisition. At December 31, 2023, 15 million shares were available for future grants.

Huntington issues shares to fulfill share-based award vesting from available authorized common shares. At December 31, 2023, Huntington believes there are adequate authorized common shares to satisfy anticipated share-based award vesting in 2024.

The following table presents total share-based compensation expense and related tax benefit.

			Year Ended December 31,
(dollar amounts in millions)			2023									2022									2021
Share-based compensation expense (1)			$	114								$	119								$	138
Tax benefit			19									20									22

(1)Compensation costs are included in personnel costs on the Consolidated Statements of Income.

Stock Options

Stock options, awarded by Huntington, are granted at the closing market price on the date of the grant and vest ratably over four years or when other conditions are met. Options assumed in the TCF acquisition have been fully vested. Stock options, which represented a portion of the grant values, have no intrinsic value until the stock price increases. All options have a contractual term of ten years from the date of grant.

Huntington’s stock option activity and related information was as follows:

(dollar amounts in millions, except per share and options amounts in thousands)			Options						Weighted- Average Exercise Price						Weighted-Average Remaining Contractual Life (Years)						Aggregate Intrinsic Value
Outstanding at January 1, 2023			13,458						$	12.50
Exercised			(425)						9.93
Forfeited/expired			(111)						12.74
Outstanding at December 31, 2023			12,922						$	12.58					5.0						$	17
Expected to vest			1,909						$	12.26					6.8						$	4
Exercisable at December 31, 2023			11,001						$	12.63					4.7						$	13

Restricted Stock Awards, Restricted Stock Units and Performance Share Units

Restricted stock units and performance share units awarded by Huntington are granted at the closing market price on the date of the grant. Restricted stock units and awards can be settled in shares or cash depending on the award. Restricted stock units, for the most part, provide either accumulated cash dividends during the vesting period or, accrue a dividend equivalent that is paid upon vesting. Both restricted stock awards and restricted stock units are subject to certain service restrictions. Performance share units are payable contingent upon Huntington achieving certain predefined performance objectives over a three-year measurement period. The fair value of these awards and units reflects the closing market price of Huntington’s common stock on the grant or assumption date.

2023 Form 10-K 134

The following table summarizes the status of Huntington’s restricted stock awards, restricted stock units, and performance share units as of December 31, 2023, and activity for the year ended December 31, 2023:

			Restricted Stock Awards												Restricted Stock Units												Performance Share Units
(amounts in thousands, except per share amounts)			Quantity						Weighted- Average Grant Date Fair Value Per Share						Quantity						Weighted- Average Grant Date Fair Value Per Share						Quantity						Weighted- Average Grant Date Fair Value Per Share
Nonvested at January 1, 2023			124						$	14.37					24,221						$	12.70					3,469						$	12.40
Granted			—						—						7,981						13.94						2,521						15.30
Vested			(115)						14.03						(6,316)						11.74						(2,682)						8.64
Forfeited			—						—						(1,217)						13.08						(88)						15.02
Nonvested at December 31, 2023			9						$	14.16					24,669						$	13.15					3,220						$	15.19

The weighted-average fair value at grant date of nonvested shares granted for the years ended December 31, 2023, 2022, and 2021 were $14.14, $13.47, and $15.78, respectively. The total fair value of awards vested during the years ended December 31, 2023, 2022, and 2021 was $99 million, $105 million, and $135 million, respectively. As of December 31, 2023, the total unrecognized compensation cost related to nonvested shares was $289 million with a weighted-average expense recognition period of 2.4 years.

17. BENEFIT PLANS

Huntington sponsors a non-contributory defined benefit pension plan covering substantially all employees hired or rehired prior to January 1, 2010. The Plan no longer accrues service benefits to participants and provides benefits based upon length of service and compensation levels. Huntington’s funding policy is to contribute an annual amount that is at least equal to the minimum funding requirements but not more than the amount deductible under the Internal Revenue Code. There were no required minimum contributions during 2023.

The following table shows the weighted-average assumptions used to determine the benefit obligation and the net periodic benefit cost:

			At December 31,
			2023						2022
Weighted-average assumptions used to determine benefit obligations
Discount rate			5.15		%				5.41		%
Weighted-average assumptions used to determine net periodic benefit cost
Discount rate			5.41						2.86
Expected return on plan assets			5.00						4.50

The following table reconciles the beginning and ending balances of the benefit obligation of the Plan with the amounts recognized in the consolidated balance sheets:

			At December 31,
(dollar amounts in millions)			2023						2022
Projected benefit obligation at beginning of measurement year			$	692					$	956
Changes due to:
Service cost			3						3
Interest cost			36						22
Benefits paid			(33)						(32)
Settlements			(16)						(29)
Actuarial gains			5						(228)
Total changes			(5)						(264)
Projected benefit obligation at end of measurement year			$	687					$	692

135 Huntington Bancshares Incorporated

The following table reconciles the beginning and ending balances of the fair value of Plan assets:

			At December 31,
(dollar amounts in millions)			2023						2022
Fair value of plan assets at beginning of measurement year			$	740					$	1,007
Changes due to:
Actual return on plan assets			39						(197)
Settlements			(17)						(38)
Benefits paid			(33)						(32)
Total changes			(11)						(267)
Fair value of plan assets at end of measurement year			$	729					$	740

As of December 31, 2023, the difference between the accumulated benefit obligation and the fair value of Plan assets was $42 million and is recorded in other assets.

The following table shows the components of net periodic benefit costs recognized:

			Year Ended December 31, (1)
(dollar amounts in millions)			2023						2022						2021
Service cost			$	3					$	3					$	3
Interest cost			36						22						19
Expected return on plan assets			(43)						(41)						(40)
Amortization of loss			1						9						12
Settlements			7						15						8
Benefit costs			$	4					$	8					$	2

(1) The pension costs are recognized in other noninterest income in the Consolidated Statements of Income.

During 2023, all Plan assets were transferred to Northern Trust who held them as trustee at December 31, 2023. At December 31, 2022, The Huntington National Bank, as trustee, held all Plan assets. The Plan assets consisted of investments in a variety of cash equivalent, corporate and government fixed income, and equity investments as follows:

			Fair Value at December 31,
(dollar amounts in millions)			2023												2022
Cash equivalents:
Mutual funds-money market			$	17					2		%				$	23					3		%
Fixed income:
Corporate obligations			234						32						414						57
U.S. Government obligations			70						10						154						21
Municipal obligations			1						—						3						—
Collective trust funds			297						42						62						8
Equities:
Limited liability companies			10						1						9						1
Collective trust funds			76						10						27						4
Limited partnerships			24						3						48						6
Fair value of plan assets			$	729					100		%				$	740					100		%

2023 Form 10-K 136

Investments of the Plan are accounted for at cost on the trade date and are reported at fair value. The valuation methodologies used to measure the fair value of pension plan assets vary depending on the type of asset. At December 31, 2023, mutual money market funds are valued at the closing price reported from an actively traded exchange and are classified as Level 1. Fixed income investments are valued using unadjusted quoted prices from active markets for similar assets are classified as Level 2. Common stock is valued using the year-end closing price as determined by a national securities exchange and are classified as Level 1. Collective trust funds and limited liability companies are valued at net asset value per unit as a practical expedient, which is calculated based on the fair values of the underlying investments held by the fund less its liabilities as reported by the issuer of the fund. The investment in the limited partnerships is reported at net asset value per share as determined by the general partners of each limited partnership, based on their proportionate share of the partnership’s fair value as recorded in the partnership’s audited financial statements.

The investment objective of the Plan is to maximize the return on Plan assets over a long-time period, while meeting the Plan obligations. At December 31, 2023, Plan assets were invested 2% in cash equivalents, 14% in equity investments, and 84% in fixed income investments, with an average duration of 13.0 years on investments. The estimated life of benefit obligations was 10.4 years. Although it may fluctuate with market conditions, Huntington has targeted a long-term allocation of Plan assets of 1% in cash equivalents, 10% in equity investments, and 89% in bond investments. The allocation of Plan assets between equity investments and fixed income investments will change from time to time.

At December 31, 2023, the following table shows when benefit payments are expected to be paid:

(dollar amounts in millions)			Pension Benefits
2024			$	51
2025			52
2026			53
2027			53
2028			53
2029 through 2033			253

Huntington has a defined contribution plan that is available to eligible employees. Huntington’s expense related to the defined contribution plans for the years ended December 31, 2023, 2022, and 2021 was $61 million, $58 million, and $70 million, respectively.

The following table shows the number of shares, market value, and dividends received on shares of Huntington stock held by the defined contribution plan:

			At December 31,
(dollar amounts in millions, share amounts in thousands)			2023						2022
Shares in Huntington common stock			11,899						9,451
Market value of Huntington common stock			$	151					$	133
Dividends received on shares of Huntington stock			7						6

137 Huntington Bancshares Incorporated

18. INCOME TAXES

The following is a summary of the provision for income taxes:

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Current tax provision (benefit)
Federal			$	644					$	129					$	356
State			63						62						13
Foreign			8						5						1
Total current tax provision			715						196						370
Deferred tax provision (benefit)
Federal			(291)						319						(104)
State			(11)						—						28
Total deferred tax provision (benefit)			(302)						319						(76)
Provision for income taxes			$	413					$	515					$	294

The following is a reconciliation for provision for income taxes:

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Provision for income taxes computed at the statutory rate			$	501					$	580					$	334
Increases (decreases):
General business credits			(253)						(164)						(126)
Tax-exempt income			(28)						(21)						(18)
Capital loss			—						(60)						(32)
Affordable housing investment amortization, net of tax benefits			148						129						102
State income taxes, net			41						49						32
Other			4						2						2
Provision for income taxes			$	413					$	515					$	294

2023 Form 10-K 138

The significant components of deferred tax assets and liabilities were as follows:

			At December 31,
(dollar amounts in millions)			2023						2022
Deferred tax assets:
Fair value adjustments			$	791					$	917
Allowances for credit losses			564						526
Tax credit carryforward			240						59
Net operating and other loss carryforward			101						136
Research and development expenses			91						—
Lease liability			89						96
Purchase accounting and other intangibles			82						167
Pension and other employee benefits			70						68
Accrued expense/prepaid			61						8
Other assets			4						5
Total deferred tax assets			2,093						1,982
Deferred tax liabilities:
Lease financing			873						955
Loan origination costs			155						97
Mortgage servicing rights			124						112
Operating assets			96						133
Right-of-use asset			62						67
Securities adjustments			40						42
Other liabilities			3						10
Total deferred tax liabilities			1,353						1,416
Net deferred tax asset (liability) before valuation allowance			740						566
Valuation allowance			(30)						(32)
Net deferred tax asset			$	710					$	534

At December 31, 2023, Huntington’s net deferred tax asset related to loss and other carryforwards was $341 million. This was comprised of federal net operating loss carryforwards of $43 million, which will begin expiring in 2025, state net operating loss carryforwards of $42 million, which will begin expiring in 2024, a federal capital loss carryforward of $13 million, which will expire in 2025, state capital loss carryforwards of $4 million, which will begin expiring in 2024, and general business credits of $240 million, which will expire in 2042.

The Company has established a valuation allowance on its state deferred tax assets as it believes it is more likely than not, portions will not be realized.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, city, and foreign jurisdictions. Federal income tax audits have been completed for tax years through 2016. The 2017-2022

tax years remain open under the statute of limitations. Also, with few exceptions, the Company is no longer subject to state, city, or foreign income tax examinations for tax years before 2019.

The following table provides a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits:

			Year Ended December 31,
(dollar amounts in millions)			2023						2022
Unrecognized tax benefits at beginning of year			$	94					$	93
Gross increases for tax positions taken during prior years			8						1
Settlements with taxing authorities			(94)						—
Unrecognized tax benefits at end of year			$	8					$	94

139 Huntington Bancshares Incorporated

Due to the complexities of some of these uncertainties, the ultimate resolution may result in a liability that is materially different from the current estimate of the tax liabilities. Certain proposed adjustments resulting from the IRS examination of our 2010 through 2011 tax returns were effectively settled in 2023.

Any interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Statements of Income as a component of provision for income taxes. The amounts of accrued tax-related interest and penalties were immaterial at December 31, 2023 and 2022. Further, the amount of net interest and penalties related to unrecognized tax benefits was immaterial for all periods presented. All of the gross unrecognized tax benefits would impact the Company’s effective tax rate if recognized.

At December 31, 2023, retained earnings included approximately $182 million of base year reserves of acquired thrift institutions, for which no deferred federal income tax liability has been recognized. Under current law, if these bad debt reserves are used for purposes other than to absorb bad debt losses, they will be subject to federal income tax at the corporate rate enacted at the time. The amount of unrecognized deferred tax liability relating to the cumulative bad debt deduction was approximately $38 million at December 31, 2023.

19. FAIR VALUES OF ASSETS AND LIABILITIES

Following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the years ended December 31, 2023 and 2022.

Loans held for sale

Huntington has elected to apply the fair value option for mortgage loans originated with the intent to sell which are included in loans held for sale. Mortgage loans held for sale are classified as Level 2 and are estimated using security prices for similar product types.

Loans held for investment

Certain mortgage loans originated with the intent to sell for which the FVO was elected have been reclassified to loans held for investment. These loans continue to be measured at fair value. The fair value is determined using fair value of similar mortgage-backed securities adjusted for loan specific variables.

Available-for-sale and trading account securities

Securities accounted for at fair value include both the available-for-sale and trading account portfolios. Huntington determines the fair value of securities utilizing quoted market prices obtained for identical or similar assets, third-party pricing services, third-party valuation specialists and other observable inputs such as recent trade observations. AFS and trading securities classified as Level 1 use quoted market prices (unadjusted) in active markets for identical securities at the measurement date. Level 1 positions in these portfolios consist of U.S. Treasury securities. When quoted market prices are not available, fair values are classified as Level 2 using quoted prices for similar assets in active markets, quoted prices of identical or similar assets in markets that are not active, and inputs that are observable for the asset, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 positions in these portfolios consist of U.S. Government and agency debt securities, agency mortgage backed securities, private-label asset-backed securities, certain municipal securities, and other securities. For Level 2 securities Huntington primarily uses prices obtained from third-party pricing services to determine the fair value of securities. Huntington independently evaluates and corroborates the fair value received from pricing services through various methods and techniques, including references to dealer or other market quotes, by reviewing valuations of comparable instruments, and by comparing the prices realized on the sale of similar securities. If relevant market prices are limited or unavailable, valuations may require significant management judgment or estimation to determine fair value, in which case the fair values are classified as Level 3. The Level 3 positions predominantly consist of direct purchase municipal securities. A significant change in the unobservable inputs for these securities may result in a significant change in the ending fair value measurement of these securities.

2023 Form 10-K 140

The direct purchase municipal securities are classified as Level 3 and require estimates to determine fair value which results in greater subjectivity. The fair value is determined by utilizing a discounted cash flow valuation technique employed by a third-party valuation specialist. The third-party specialist uses assumptions related to yield, prepayment speed, conditional default rates and loss severity based on certain factors such as, credit worthiness of the counterparty, prevailing market rates, and analysis of similar securities. Huntington evaluates the fair values provided by the third-party specialist for reasonableness.

Derivative assets and liabilities

Derivatives classified as Level 2 primarily consist of interest rate contracts, which are valued using a discounted cash flow method that incorporates current market interest rates. In addition, Level 2 includes foreign exchange and commodity contracts, which are valued using exchange traded swaps, exchange traded options, and futures market data. Level 2 also includes exchange traded options and forward commitments to deliver mortgage-backed securities, which are valued using quoted prices.

Derivatives classified as Level 3 consist of interest rate lock agreements related to mortgage loan commitments, the Visa® share swap, and credit default swaps.

MSRs

MSRs are accounted for using the fair value method and are classified as Level 3. Refer to Note 7 - “Mortgage Loan Sales and Servicing Rights” for information on valuation methodology.

Assets and Liabilities measured at fair value on a recurring basis

			Fair Value Measurements at Reporting Date Using																		Netting Adjustments (1)						At December 31, 2023
(dollar amounts in millions)			Level 1						Level 2						Level 3
Assets
Trading account securities:
U.S. Treasury securities			$	91					$	—					$	—					$	—					$	91
Other agencies			—						2						—						—						2
Municipal securities			—						32						—						—						32
Total trading account securities			91						34						—						—						125
Available-for-sale securities:
U.S. Treasury securities			2,856						—						—						—						2,856
Residential CMO			—						3,184						—						—						3,184
Residential MBS			—						11,382						—						—						11,382
Commercial MBS			—						1,827						—						—						1,827
Other agencies			—						155						—						—						155
Municipal securities			—						38						3,335						—						3,373
Private-label CMO			—						99						20						—						119
Asset-backed securities			—						281						75						—						356
Corporate debt			—						2,043						—						—						2,043
Other securities/sovereign debt			—						10						—						—						10
Total available-for-sale securities			2,856						19,019						3,430						—						25,305
Other securities			30						2						—						—						32
Loans held for sale			—						506						—						—						506
Loans held for investment			—						120						54						—						174
MSRs			—						—						515						—						515
Other assets:
Derivative assets			—						1,720						3						(1,330)						393
Assets held in trust for deferred compensation plans			177						—						—						—						177
Liabilities
Derivative liabilities			$	—					$	1,416					$	5					$	(751)					$	670

141 Huntington Bancshares Incorporated

			Fair Value Measurements at Reporting Date Using																		Netting Adjustments (1)						At December 31, 2022
(dollar amounts in millions)			Level 1						Level 2						Level 3
Assets
Trading account securities:
Municipal securities			$	—					$	19					$	—					$	—					$	19
Available-for-sale securities:
U.S. Treasury securities			103						—						—						—						103
Residential CMOs			—						2,914						—						—						2,914
Residential MBS			—						12,263						—						—						12,263
Commercial MBS			—						1,953						—						—						1,953
Other agencies			—						182						—						—						182
Municipal securities			—						42						3,248						—						3,290
Private-label CMO			—						108						20						—						128
Asset-backed securities			—						298						74						—						372
Corporate debt			—						2,214						—						—						2,214
Other securities/sovereign debt			—						4						—						—						4
Total available-for-sale securities			103						19,978						3,342						—						23,423
Other securities			31						1						—						—						32
Loans held for sale			—						520						—						—						520
Loans held for investment			—						169						16						—						185
MSRs			—						—						494						—						494
Other assets:
Derivative assets			—						2,161						3						(1,808)						356
Assets held in trust for deferred compensation plans			155						—						—						—						155
Liabilities
Derivative liabilities			$	—					$	2,332					$	5					$	(1,345)					$	992

(1)Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

2023 Form 10-K 142

The following tables present a rollforward of the balance sheet amounts measured at fair value on a recurring basis and classified as Level 3. The classification of an item as Level 3 is based on the significance of the unobservable inputs to the overall fair value measurement. However, Level 3 measurements may also include observable components of value that can be validated externally. Accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

			Level 3 Fair Value Measurements
															Available-for-sale securities																		Loans held for investment
(dollar amounts in millions)			MSRs						Derivative instruments						Municipal securities						Private- label CMO						Asset- backed securities
Year Ended December 31, 2023
Opening balance			$	494					$	(2)					$	3,248					$	20					$	74					$	16
Transfers into Level 3			—						—						—						—						—						41
Transfers out of Level 3 (1)			—						(23)						—						—						—						—
Total gains/losses for the period:
Included in earnings:
Mortgage banking income			7						25						—						—						—						—
Interest and fee income			—						—						(2)						(1)						—						(3)
Noninterest income			—						(2)						—						—						—						—
Included in OCI			—						—						73						—						1						—
Purchases/originations			63						—						928						1						—						—
Sales			(1)						—						—						—						—						—
Settlements			(48)						—						(912)						—						—						—
Closing balance			$	515					$	(2)					$	3,335					$	20					$	75					$	54
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date			$	7					$	(3)					$	—					$	—					$	—					$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period			—						—						47						—						1						—

			Level 3 Fair Value Measurements
															Available-for-sale securities																		Loans held for investment
(dollar amounts in millions)			MSRs						Derivative instruments						Municipal securities						Private- label CMO						Asset- backed securities
Year Ended December 31, 2022
Opening balance			$	351					$	4					$	3,477					$	20					$	70					$	19
Transfers out of Level 3 (1)			—						(3)						—						—						—						—
Total gains/losses for the period:
Included in earnings:
Mortgage banking income			114						(3)						—						—						—						1
Interest and fee income			—						—						(5)						(3)						—						—
Provision for credit losses			—						—						(4)						—						—						—
Included in OCI			—						—						(262)						—						(1)						—
Purchases/originations/acquisitions			85						—						1,087						4						31						—
Repayments			—						—						—						—						—						(4)
Settlements			(56)						—						(1,045)						(1)						(26)						—
Closing balance			$	494					$	(2)					$	3,248					$	20					$	74					$	16
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date			$	114					$	(8)					$	—					$	—					$	—					$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period			—						—						(257)						—						(1)						—

143 Huntington Bancshares Incorporated

			Level 3 Fair Value Measurements
															Available-for-sale securities																		Loans held for investment
(dollar amounts in millions)			MSRs						Derivative instruments						Municipal securities						Private label CMO						Asset- backed securities
Year Ended December 31, 2021
Opening balance			$	210					$	41					$	2,951					$	9					$	10					$	23
Transfers out of Level 3 (1)			—						(132)						—						—						—						—
Total gains/losses for the period:
Included in earnings:
Mortgage banking income			27						88						—						—						—						—
Interest and fee income			—						—						(1)						(2)						—						—
Included in OCI			—						—						(46)						—						—						—
Purchases/originations/acquisitions			194						7						1,835						11						115						—
Sales			—						—						(369)						—						—						—
Repayments			—						—						—						—						—						(4)
Settlements			(80)						—						(893)						2						(55)						—
Closing balance			$	351					$	4					$	3,477					$	20					$	70					$	19
Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at end of the reporting date			$	27					$	(41)					$	—					$	—					$	—					$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period			—						—						(47)						—						—						—

(1) Transfers out of Level 3 represent the settlement value of the derivative instruments (i.e., interest rate lock agreements) that are transferred to loans held for sale, which is classified as Level 2.

Assets and liabilities under the fair value option

The following table presents the fair value and aggregate principal balance of certain assets and liabilities under the fair value option:

			Total Loans																		Loans that are 90 or more days past due
(dollar amounts in millions)			Fair value carrying amount						Aggregate unpaid principal						Difference						Fair value carrying amount						Aggregate unpaid principal						Difference
At December 31, 2023
Loans held for sale			$	506					$	489					$	17					$	—					$	—					$	—
Loans held for investment			174						184						(10)						2						3						(1)
At December 31, 2022
Loans held for sale			$	520					$	513					$	7					$	—					$	—					$	—
Loans held for investment			185						190						$	(5)					11						11						—

The following table presents the net (losses) gains from fair value changes:

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Loans held for sale (1)			$	10					$	(26)					$	(31)
Loans held for investment			(5)						1						(1)

(1)The net gains (losses) from fair value changes are included in Mortgage banking income on the Consolidated Statements of Income.

Assets and Liabilities measured at fair value on a nonrecurring basis

Certain assets and liabilities may be required to be measured at fair value on a nonrecurring basis in periods subsequent to their initial recognition. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, for example, when there is evidence of impairment. The gains (losses) represent the amounts recorded during the period regardless of whether the asset is still held at period end.

2023 Form 10-K 144

The amounts measured at fair value on a nonrecurring basis were as follows:

															Fair Value Measurements Using Significant Unobservable Inputs (Level 3)												Total Gains/(Losses) Year Ended
(dollar amounts in millions)															December 31, 2023						December 31, 2022						December 31, 2023						December 31, 2022						December 31, 2021
Collateral-dependent loans															$	40					$	16					$	(21)					$	(1)					$	(4)

Huntington records nonrecurring adjustments of collateral-dependent loans held for investment. Such amounts are generally based on the fair value of the underlying collateral supporting the loan. Appraisals are generally obtained to support the fair value of the collateral and incorporate measures that include recent sales prices for comparable properties and cost of construction. Periodically, in cases where the carrying value exceeds the fair value of the collateral less cost to sell, an impairment charge is recognized in the form of a charge-off.

Significant unobservable inputs for assets and liabilities measured at fair value

The following table presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value:

									Quantitative Information about Level 3 Fair Value Measurements (1)
																					At December 31, 2023																		At December 31, 2022
(dollar amounts in millions)									Valuation Technique						Significant Unobservable Input						Range												Weighted Average						Range												Weighted Average
Measured at fair value on a recurring basis:
MSRs									Discounted cash flow						Constant prepayment rate						4		%	-			37		%				9		%				5		%	-			40		%				7		%
															Spread over forward interest rate swap rates						5		%	-			13		%				5		%				5		%	-			13		%				6		%
Municipal securities and asset-backed securities									Discounted cash flow						Discount rate						4		%	-			6		%				5		%				5		%	-			5		%				5		%
															Cumulative default						—		%	-			64		%				6		%				—		%	-			64		%				7		%
															Loss given default						20		%	-			20		%				20		%				20		%	-			20		%				20		%

(1)Certain disclosures related to quantitative level 3 fair value measurements do not include those deemed to be immaterial.

The following provides a general description of the impact of a change in an unobservable input on the fair value measurement and the interrelationship between unobservable inputs, where relevant/significant. Interrelationships may also exist between observable and unobservable inputs.

Components of credit loss estimates including probability of default, constant default, cumulative default, loss given default, cure given deferral, and loss severity, are driven by the ability of the borrowers to pay their loans and the value of the underlying collateral and are impacted by changes in macroeconomic conditions, typically increasing when economic conditions worsen and decreasing when conditions improve. An increase in the estimated prepayment rate typically results in a decrease in estimated credit losses and vice versa. Higher credit loss estimates generally result in lower fair values. Credit spreads generally increase when liquidity risks and market volatility increase and decrease when liquidity conditions and market volatility improve.

Discount rates and spread over forward interest rate swap rates typically increase when market interest rates increase and/or credit and liquidity risks increase and decrease when market interest rates decline and/or credit and liquidity conditions improve. Higher discount rates and credit spreads generally result in lower fair market values.

Fair values of financial instruments

Many of the assets and liabilities subject to the disclosure requirements are not actively traded, requiring fair values to be estimated by management. These estimations necessarily involve the use of judgment about a wide variety of factors, including, but not limited to, relevancy of market prices of comparable instruments, expected future cash flows, and appropriate discount rates.

145 Huntington Bancshares Incorporated

The short-term nature of certain assets and liabilities result in their carrying value approximating fair value. These include trading account securities, customers’ acceptance liabilities, short-term borrowings, bank acceptances outstanding, FHLB advances, and cash and short-term assets, which include cash and due from banks, interest-bearing deposits in banks, interest-bearing deposits at the Federal Reserve Bank, and federal funds sold. Loan commitments and letters-of-credit generally have short-term, variable-rate features and contain clauses that limit Huntington’s exposure to changes in customer credit quality. Accordingly, their carrying values, which are immaterial at the respective balance sheet dates, are reasonable estimates of fair value.

Certain assets, the most significant being operating lease assets, bank owned life insurance, and premises and equipment, do not meet the definition of a financial instrument and are excluded from this disclosure. Similarly, mortgage servicing rights and relationship intangibles are not considered financial instruments and are not included below. Accordingly, this fair value information is not intended to, and does not, represent Huntington’s underlying value.

The following table provides the carrying amounts and estimated fair values of Huntington’s financial instruments:

(dollar amounts in millions)			Amortized Cost						Lower of Cost or Market						Fair Value or Fair Value Option						Total Carrying Amount						Estimated Fair Value
At December 31, 2023
Financial Assets
Cash and short-term assets			$	10,323					$	—					$	—					$	10,323					$	10,323
Trading account securities			—						—						125						125						125
Available-for-sale securities			—						—						25,305						25,305						25,305
Held-to-maturity securities			15,750						—						—						15,750						13,718
Other securities			693						—						32						725						725
Loans held for sale			—						10						506						516						516
Net loans and leases (1)			119,553						—						174						119,727						116,781
Derivative assets			—						—						393						393						393
Assets held in trust for deferred compensation plans			—						—						177						177						177
Financial Liabilities
Deposits (2)			151,230						—						—						151,230						151,183
Short-term borrowings			620						—						—						620						620
Long-term debt			12,394						—						—						12,394						12,276
Derivative liabilities			—						—						670						670						670
At December 31, 2022
Financial Assets
Cash and short-term assets			$	6,918					$	—					$	—					$	6,918					$	6,918
Trading account securities			—						—						19						19						19
Available-for-sale securities			—						—						23,423						23,423						23,423
Held-to-maturity securities			17,052						—						—						17,052						14,754
Other securities			822						—						32						854						854
Loans held for sale			—						9						520						529						529
Net loans and leases (1)			117,217						—						185						117,402						112,591
Derivative assets			—						—						356						356						356
Assets held in trust for deferred compensation plans			—						—						155						155						155
Financial Liabilities
Deposits (2)			147,914						—						—						147,914						147,796
Short-term borrowings			2,027						—						—						2,027						2,027
Long-term debt			9,686						—						—						9,686						9,564
Derivative liabilities			—						—						992						992						992

(1)Includes collateral-dependent loans.

(2)Includes $1.4 billion and $462 million in time deposits in excess of the FDIC insurance coverage limit at December 31, 2023 and December 31, 2022, respectively.

2023 Form 10-K 146

The following table presents the level in the fair value hierarchy for estimated fair values:

			Estimated Fair Value Measurements at Reporting Date Using																		Netting						Presented Balance
(dollar amounts in millions)			Level 1						Level 2						Level 3						Adjustments (1)
At December 31, 2023
Financial Assets
Trading account securities			$	91					$	34					$	—					$	—					$	125
Available-for-sale securities			2,856						19,019						3,430						—						25,305
Held-to-maturity securities			—						13,718						—						—						13,718
Other securities (2)			30						2						—						—						32
Loans held for sale			—						506						10						—						516
Net loans and leases			—						120						116,661						—						116,781
Derivative assets			—						1,720						3						(1,330)						393
Financial Liabilities
Deposits			—						135,627						15,556						—						151,183
Short-term borrowings			—						620						—						—						620
Long-term debt			—						8,929						3,347						—						12,276
Derivative liabilities			—						1,416						5						(751)						670
At December 31, 2022
Financial Assets
Trading account securities			$	—					$	19					$	—					$	—					$	19
Available-for-sale securities			103						19,978						3,342						—						23,423
Held-to-maturity securities			—						14,754						—						—						14,754
Other securities (2)			31						1						—						—						32
Loans held for sale			—						520						9						—						529
Net loans and leases			—						169						112,422						—						112,591
Derivative assets			—						2,161						3						(1,808)						356
Financial Liabilities
Deposits			—						142,081						5,715						—						147,796
Short-term borrowings			—						2,027						—						—						2,027
Long-term debt			—						8,680						884						—						9,564
Derivative liabilities			—						2,332						5						(1,345)						992

(1)Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

(2)Excludes securities without readily determinable fair values.

20. DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are recorded in the Consolidated Balance Sheets as either an asset or a liability (in other assets or other liabilities, respectively) and measured at fair value.

Derivative financial instruments can be designated as accounting hedges under GAAP. Designating a derivative as an accounting hedge allows Huntington to recognize gains and losses on the hedging instruments in the income statement line item where the gains and losses on the hedged item are recognized. Gains and losses on derivatives that are not designated in an effective hedge relationship under GAAP immediately impact earnings within the period they occur.

147 Huntington Bancshares Incorporated

The following table presents the fair values and notional values of all derivative instruments included in the Consolidated Balance Sheets. Amounts in the table below are presented gross without the impact of any net collateral arrangements.

			At December 31, 2023																		At December 31, 2022
(dollar amounts in millions)			Notional Value						Asset						Liability						Notional Value						Asset						Liability
Derivatives designated as Hedging Instruments
Interest rate contracts			$	38,017					$	868					$	519					$	42,461					$	1,008					$	1,145
Foreign exchange contracts			222						6						—						202						2						—
Derivatives not designated as Hedging Instruments
Interest rate contracts			41,526						718						757						37,562						968						1,008
Foreign exchange contracts			5,257						69						76						4,889						68						68
Credit contracts			381						—						2						—						—						—
Commodities contracts			681						62						60						762						114						113
Equity contracts			759						—						7						636						4						3
Total Contracts			$	86,843					$	1,723					$	1,421					$	86,512					$	2,164					$	2,337

The following table presents the amount of gain or loss recognized in income for derivatives not designated as hedging instruments under ASC Subtopic 815-10 in the Consolidated Income Statement.

						Location of Gain or (Loss) Recognized in Income on Derivatives
									Year Ended December 31,
(dollar amounts in millions)									2023						2022						2021
Interest rate contracts:
Customer						Capital markets fees						$	30					$	47					$	50
Mortgage banking						Mortgage banking income						(10)						(109)						(26)
Interest rate floors						Interest and fee income on loans and leases						—						—						(8)
Interest rate caps						Interest expense on long-term debt						—						—						89
Interest rate swaptions						Other noninterest income						(24)						—						—
Foreign exchange contracts						Capital markets fees						45						45						32
Credit contracts						Other noninterest income						(2)						—						—
Commodities contracts						Capital markets fees						5						5						3
Equity contracts						Other noninterest expense						(13)						(9)						(8)
Total												$	31					$	(21)					$	132

Derivatives used in asset and liability management activities

Huntington engages in balance sheet hedging activity, principally for asset and liability management purposes. Balance sheet hedging activity is generally arranged to receive hedge accounting treatment that can be classified as either fair value or cash flow hedges. Fair value hedges are executed to hedge changes in fair value of outstanding fixed-rate debt and investment securities caused by fluctuations in market interest rates. Cash flow hedges are executed to modify interest rate characteristics of designated commercial loans in order to reduce the impact of changes in future cash flows due to market interest rate changes.

2023 Form 10-K 148

The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities, identified by the underlying interest rate-sensitive instruments:

			At December 31, 2023
(dollar amounts in millions)			Fair Value Hedges						Cash Flow Hedges						Economic Hedges						Total
Instruments associated with:
Investment securities			$	11,649					$	—					$	—					$	11,649
Loans			—						16,675						175						16,850
Long-term debt			9,693						—						—						9,693
Total notional value			$	21,342					$	16,675					$	175					$	38,192
			At December 31, 2022
(dollar amounts in millions)			Fair Value Hedges						Cash Flow Hedges						Economic Hedges						Total
Instruments associated with:
Investment securities			$	10,407					$	—					$	—					$	10,407
Loans			—						24,325						175						24,500
Long-term debt			7,729						—						—						7,729
Total notional value			$	18,136					$	24,325					$	175					$	42,636

These derivative financial instruments were entered into for the purpose of managing the interest rate risk of assets and liabilities. Net amounts receivable or payable on contracts hedging either interest earning assets or interest bearing liabilities were accrued as an adjustment to either interest income or interest expense. Adjustments to interest income were also recorded for the amounts related to the amortization of premiums for collars and floors that were not included in the measurement of hedge effectiveness, as well as the amounts related to terminated hedges reclassified from AOCI. The net amounts resulted in a decrease to net interest income of $248 million for the year ended December 31, 2023, and an increase to net interest income of $76 million, and $337 million for the years ended December 31, 2022 and 2021, respectively.

Fair Value Hedges

The changes in fair value of the fair value hedges are recorded through earnings and offset against changes in the fair value of the hedged item.

Huntington has designated $11.0 billion of interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method. This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults and other factors affecting the timing and amount of cash flows. The fair value portfolio level basis adjustment on our hedged mortgage-backed securities portfolio has not been attributed to the individual available-for-sale securities in our Consolidated Statements of Financial Condition. Huntington has also designated $662 million of interest rate swaps as fair value hedges of fixed-rate corporate bonds.

The following table presents the change in fair value for derivatives designated as fair value hedges as well as the offsetting change in fair value on the hedged item.

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Interest rate contracts
Change in fair value of interest rate swaps hedging investment securities (1)			$	(284)					$	875					$	108
Change in fair value of hedged investment securities (1)			282						(862)						(114)
Change in fair value of interest rate swaps hedging long-term debt (2)			141						(300)						(184)
Change in fair value of hedged long term debt (2)			(141)						300						187

(1)Recognized in Interest income—available-for-sale securities—taxable in the Consolidated Statements of Income.

(2)Recognized in Interest expense - long-term debt in the Consolidated Statements of Income.

149 Huntington Bancshares Incorporated

The following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges.

			Amortized Cost												Cumulative Amount of Fair Value Hedging Adjustment To Hedged Items
			At December 31,												At December 31,
(dollar amounts in millions)			2023						2022						2023						2022
Assets
Investment securities (1)			$	18,241					$	18,029					$	(698)					$	(979)
Liabilities
Long-term debt (2)			9,909						7,175						(115)						(256)

(1)Amounts include the amortized cost basis of closed portfolios used to designate hedging relationships under the portfolio layer method. The hedged item is a layer of the closed portfolio which is expected to be remaining at the end of the hedging relationship. As of December 31, 2023, the amortized cost basis of the closed portfolios used in these hedging relationships was $17.6 billion, the cumulative basis adjustments associated with these hedging relationships was $619 million, and the notional amounts of the designated hedging instruments were $11.0 billion.

(2)Excluded from the above table are the cumulative amount of fair value hedge adjustments remaining for long-term debt for which hedge accounting has been discontinued in the amounts of $(69) million at December 31, 2023 and $(70) million at December 31, 2022.

Cash Flow Hedges

At December 31, 2023, Huntington had $16.7 billion of interest rate swaps and floors. These are designated as cash flow hedges for variable rate commercial loans. The change in the fair value of a derivative instrument designated as a cash flow hedge is initially recognized in OCI and is reclassified into income when the hedged item impacts earnings. The initial premium paid for the interest rate floor contracts represents the time value of the contracts and is not included in the measurement of hedge effectiveness. The initial premium paid is amortized on a straight line basis as a reduction to interest income over the contractual life of these contracts.

At December 31, 2023, the net losses recognized in AOCI that are expected to be reclassified into earnings within the next 12 months were $236 million.

Derivatives used in mortgage banking activities

Mortgage loan origination hedging activity

Huntington’s mortgage origination hedging activity is related to economically hedging Huntington’s mortgage pricing commitments to customers and the secondary sale to third parties. The value of a newly originated mortgage is not firm until the interest rate is committed or locked. Forward commitments to sell economically hedge the possible loss on interest rate lock commitments due to interest rate change. The position of these derivatives was a net liability of $4 million and $3 million at December 31, 2023 and December 31, 2022, respectively. At December 31, 2023 and December 31, 2022, Huntington had commitments to sell residential real estate loans of $674 million and $766 million, respectively. These contracts mature in less than one year.

MSR hedging activity

Huntington’s MSR economic hedging activity uses securities and derivatives to manage the value of the MSR asset and to mitigate the various types of risk inherent in the MSR asset, including risks related to duration, basis, convexity, volatility, and yield curve. The hedging instruments include forward commitments, TBA securities, Treasury futures contracts, interest rate swaps, and options on interest rate swaps.

2023 Form 10-K 150

MSR hedging trading assets and liabilities are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets. Trading gains (losses) are included in mortgage banking income in the Consolidated Statement of Income. The notional value of the derivative financial instruments, the corresponding trading assets and liabilities positions, and net trading gains (losses) related to MSR hedging activity is summarized in the following tables:

												At December 31,
(dollar amounts in millions)												2023						2022
Notional value												$	1,668					$	1,120
Trading assets												—						4
Trading liabilities												(69)						(78)
						Year December 31,
(dollar amounts in millions)						2023						2022						2021
Trading (losses) gains						$	(10)					$	(109)					$	(26)

Derivatives used in customer related activities

Various derivative financial instruments are offered to enable customers to meet their financing and investing objectives and for their risk management purposes. Derivative financial instruments used in trading activities consist of commodity, interest rate, and foreign exchange contracts. Huntington enters into offsetting third-party contracts with approved, reputable counterparties with substantially matching terms and currencies in order to economically hedge significant exposure related to derivatives used in trading activities.

The interest rate or price risk of customer derivatives is mitigated by entering into similar derivatives having offsetting terms with other counterparties. The credit risk to these customers is evaluated and included in the calculation of fair value. Foreign currency derivatives help the customer hedge risk and reduce exposure to fluctuations in exchange rates. Transactions are primarily in liquid currencies with Canadian dollars and Euros comprising a majority of all transactions. Commodity derivatives help the customer hedge risk and reduce exposure to fluctuations in the price of various commodities. Hedging of energy-related products and base metals comprise the majority of these transactions.

The net fair values of these derivative financial instruments, for which the gross amounts are included in other assets or other liabilities at December 31, 2023 and December 31, 2022, were $47 million and $59 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $44.5 billion and $40.7 billion at December 31, 2023 and December 31, 2022, respectively. Huntington’s credit risk from customer derivatives was $122 million and $118 million at the same dates, respectively.

Credit derivative instruments

Huntington enters into credit default swaps to hedge credit risk associated with certain loans and leases. These contracts are accounted for as derivatives, and accordingly, these contracts are recorded at fair value. The total notional value of credit contracts at December 31, 2023 totaled $381 million and the position of these derivatives was a net liability of $2 million at that date.

Financial assets and liabilities that are offset in the Consolidated Balance Sheets

Huntington records derivatives at fair value as further described in Note 19 - “Fair Values of Assets and Liabilities.”

Derivative balances are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements. Additionally, collateral exchanged with counterparties is also netted against the applicable derivative fair values. Huntington enters into derivative transactions with two primary groups: broker-dealers and banks, and Huntington’s customers. Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.

151 Huntington Bancshares Incorporated

Huntington enters into transactions with broker-dealers and banks for various risk management purposes. These types of transactions generally are high dollar volume. Huntington enters into collateral and master netting agreements with these counterparties, and routinely exchanges cash and high quality securities collateral. Huntington enters into transactions with customers to meet their financing, investing, payment and risk management needs. These types of transactions generally are low dollar volume. Huntington enters into master netting agreements with customer counterparties; however, collateral is generally not exchanged with customer counterparties.

In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and bank derivative transactions was net credit risk of $238 million and $227 million at December 31, 2023 and December 31, 2022, respectively. The net credit risk associated with derivatives is calculated after considering master netting agreements and is reduced by collateral that has been pledged by the counterparty.

At December 31, 2023, Huntington pledged $206 million of investment securities and cash collateral to counterparties, while other counterparties pledged $745 million of investment securities and cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be required to provide additional collateral.

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Balance Sheets.

Offsetting of Financial Assets and Derivative Assets
												Gross amounts offset in the consolidated balance sheets						Net amounts of assets presented in the consolidated balance sheets						Gross amounts not offset in the consolidated balance sheets
(dollar amounts in millions)						Gross amounts of recognized assets												Financial instruments						Cash collateral received						Net amount
At December 31, 2023						$	1,723					$	(1,330)					$	393					$	(45)					$	(4)					$	344
At December 31, 2022						2,164						(1,808)						356						(7)						(56)						293

Offsetting of Financial Liabilities and Derivative Liabilities
												Gross amounts offset in the consolidated balance sheets						Net amounts of liabilities presented in the consolidated balance sheets						Gross amounts not offset in the consolidated balance sheets
(dollar amounts in millions)						Gross amounts of recognized liabilities												Financial instruments						Cash collateral delivered						Net amount
At December 31, 2023						$	1,421					$	(751)					$	670					$	—					$	(93)					$	577
At December 31, 2022						2,337						(1,345)						992						(79)						(118)						795

21. VARIABLE INTEREST ENTITIES

Unconsolidated VIEs

The following tables provide a summary of the assets and liabilities included in Huntington’s Consolidated Financial Statements, as well as the maximum exposure to losses, associated with its interests related to unconsolidated VIEs for which Huntington holds an interest in, but is not the primary beneficiary of, the VIE.

(dollar amounts in millions)			Total Assets						Total Liabilities						Maximum Exposure to Loss
At December 31, 2023
Affordable Housing Tax Credit Partnerships			$	2,297					$	1,279					$	2,297
Trust Preferred Securities			14						248						—
Other Investments			894						140						894
Total			$	3,205					$	1,667					$	3,191
At December 31, 2022
Affordable Housing Tax Credit Partnerships			$	2,036					$	1,260					$	2,036
Trust Preferred Securities			14						248						—
Other Investments			522						141						522
Total			$	2,572					$	1,649					$	2,558

2023 Form 10-K 152

Trust-Preferred Securities

Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not included within Huntington’s Consolidated Financial Statements. These trusts have been formed for the sole purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior subordinated debentures, which are reflected in Huntington’s Consolidated Balance Sheet as long-term debt. Refer to Note 11 - “Borrowings” for the outstanding amount of debentures issued to each trust and corresponding trust securities. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Consolidated Financial Statements.

Each issue of the junior subordinated debentures has an interest rate equal to the corresponding trust securities distribution rate. Huntington has the right to defer payment of interest on the debentures at any time, or from time-to-time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the related debentures. During any such extension period, distributions to the trust securities will also be deferred and Huntington’s ability to pay dividends on its common stock will be restricted. Periodic cash payments and payments upon liquidation or redemption with respect to trust securities are guaranteed by Huntington to the extent of funds held by the trusts. The guarantee ranks subordinate and junior in right of payment to all indebtedness of the Company to the same extent as the junior subordinated debt. The guarantee does not place a limitation on the amount of additional indebtedness that may be incurred by Huntington.

Affordable Housing Tax Credit Partnerships

Huntington makes certain equity investments in various limited partnerships that sponsor affordable housing projects utilizing the LIHTC pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity.

Huntington uses the proportional amortization method to account for a majority of its investments in these entities. These investments are included in other assets. Investments that do not meet the requirements of the proportional amortization method are accounted for using the equity method. Investment losses are included in Other noninterest income in the Consolidated Statements of Income.

The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments.

			At December 31,
(dollar amounts in millions)			2023						2022
Affordable housing tax credit investments			$	3,335					$	2,891
Less: amortization			(1,038)						(855)
Net affordable housing tax credit investments			$	2,297					$	2,036
Unfunded commitments			$	1,279					$	1,260

The following table presents other information relating to Huntington’s affordable housing tax credit investments.

			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Tax credits and other tax benefits recognized			$	260					$	203					$	144
Proportional amortization expense included in provision for income taxes			205						170						126

There was no impairment recognized for the years ended December 31, 2023 and 2022, and 2021.

Other Investments

Other investments determined to be VIE’s include investments in Small Business Investment Companies, Historic Tax Credit Investments, certain equity method investments, renewable energy financings, and other miscellaneous investments.

153 Huntington Bancshares Incorporated

22. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments to Extend Credit

In the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the Consolidated Financial Statements. The contract amounts of these financial agreements were as follows:

			At December 31,
(dollar amounts in millions)			2023						2022
Contract amount representing credit risk
Commitments to extend credit:
Commercial			$	32,344					$	32,500
Consumer			19,270						19,064
Commercial real estate			2,543						3,393
Standby letters of credit and guarantees on industrial revenue bonds			814						714
Commercial letters of credit			9						15

Commitments to extend credit generally have fixed expiration dates, are variable-rate, and contain clauses that permit Huntington to terminate or otherwise renegotiate the contracts in the event of a significant deterioration in the customer’s credit quality. These arrangements normally require the payment of a fee by the customer, the pricing of which is based on prevailing market conditions, credit quality, probability of funding, and other relevant factors. Since many of these commitments are expected to expire without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements. The interest rate risk arising from these financial instruments is insignificant as a result of their predominantly short-term, variable-rate nature. Certain commitments to extend credit are secured by collateral, including residential and commercial real estate, inventory, receivables, cash and securities, and other business assets.

Standby letters of credit and guarantees on industrial revenue bonds are conditional commitments issued to guarantee the performance of a customer to a third-party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most of these arrangements mature within two years. Since the conditions under which Huntington is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments. The carrying amount of deferred revenue associated with these guarantees was $9 million and $27 million at December 31, 2023 and December 31, 2022, respectively.

Commercial letters of credit represent short-term, self-liquidating instruments that facilitate customer trade transactions and generally have maturities of no longer than 90 days. The goods or cargo being traded normally secure these instruments.

Litigation and Regulatory Matters

In the ordinary course of business, Huntington is or may be a defendant in or party to pending and threatened legal and regulatory actions and proceedings.

In view of the inherent difficulty of predicting the outcome of such matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, Huntington generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each matter may be.

2023 Form 10-K 154

Huntington establishes an accrued liability when those matters present loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. Huntington thereafter continues to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established.

For certain matters, Huntington is able to estimate a range of possible loss. In cases in which Huntington possesses information to estimate a range of possible loss, that estimate is aggregated and disclosed below. There may be other matters for which a loss is probable or reasonably possible but such an estimate of the range of possible loss may not be possible. For those matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of reasonably possible loss is $0 to $20 million at December 31, 2023 in excess of the accrued liability (if any) related to those matters. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. The estimated range of possible loss does not represent Huntington’s maximum loss exposure.

Based on current knowledge, management does not believe that loss contingencies arising from pending matters will have a material adverse effect on the consolidated financial position of Huntington. Further, management believes that amounts accrued are adequate to address Huntington’s contingent liabilities. However, in light of the inherent uncertainties involved in these matters, some of which are beyond Huntington’s control, and the large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to Huntington’s results of operations for any particular reporting period.

23. OTHER REGULATORY MATTERS

Huntington and the Bank are subject to certain risk-based capital and leverage ratio requirements under the U.S. Basel III capital rules adopted by the Federal Reserve, for Huntington, and by the OCC, for the Bank. These rules implement the Basel III international regulatory capital standards in the U.S., as well as certain provisions of the Dodd-Frank Act. These quantitative calculations are minimums, and the Federal Reserve and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Under the U.S. Basel III capital rules, Huntington’s and the Bank’s assets, exposures and certain off-balance sheet items are subject to risk weights used to determine the institutions’ risk-weighted assets.

Failure to be well-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on our operations or financial condition. Failure to be well-capitalized or to meet minimum capital requirements could also result in restrictions on Huntington’s or the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.

In addition to meeting the minimum capital requirements under the U.S. Basel III capital rules, Huntington and the Bank must also maintain the applicable capital buffer requirements, SCB or CCB, to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management.

155 Huntington Bancshares Incorporated

As of December 31, 2023, Huntington’s and the Bank’s regulatory capital ratios were above the well-capitalized standards and met the applicable capital buffer requirements. Please refer to the table below for a summary of Huntington’s and the Bank’s regulatory capital ratios.

						Minimum						Minimum Ratio+																		Basel III
						Regulatory						Capital Buffer (1)												Well-						At December 31,
						Capital						At December 31,												Capitalized						2023												2022
(dollar amounts in millions)						Ratios						2023						2022						Minimums						Ratio						Amount						Ratio						Amount
CET1 risk-based capital			Consolidated			4.50		%				7.70		%				7.80		%				N/A						10.25		%				$	14,212					9.36		%				$	13,290
			Bank			4.50						7.00						7.00						6.50		%				10.60						14,671						9.98						14,133
Tier 1 risk-based capital			Consolidated			6.00						9.20						9.30						6.00						11.98						16,616						10.90						15,467
			Bank			6.00						8.50						8.50						8.00						11.47						15,879						10.83						15,334
Total risk-based capital			Consolidated			8.00						11.20						11.30						10.00						14.17						19,657						13.09						18,573
			Bank			8.00						10.50						10.50						10.00						13.09						18,126						12.47						17,647
Tier 1 leverage			Consolidated			4.00						N/A						N/A						N/A						9.32						16,616						8.60						15,467
			Bank			4.00						N/A						N/A						5.00						8.51						15,879						8.54						15,334

(1) The SCB, applicable to Huntington, was 3.2% and 3.3% at December 31, 2023 and December 31, 2022, respectively. The CCB, applicable to the Bank, was 2.5% at both December 31, 2023 and December 31, 2022.

Under current Federal Reserve regulations, the Bank is limited as to the amount and type of loans it may make to the parent company and nonbank subsidiaries. At December 31, 2023, the Bank could lend $1.8 billion to a single affiliate, subject to the qualifying collateral requirements defined in the regulations.

Dividends from the Bank are one of the major sources of funds for the Company. These funds aid the Company in the payment of dividends to shareholders, expenses, and other obligations. Payment of dividends and/or return of capital to the parent company is subject to various legal and regulatory limitations. Also, there are statutory and regulatory limitations on the ability of national banks to pay dividends or make other capital distributions.

24. PARENT-ONLY FINANCIAL STATEMENTS

The parent-only financial statements, which include transactions with subsidiaries, are as follows:

Balance Sheets			At December 31,
(dollar amounts in millions)			2023						2022
Assets
Cash and due from banks			$	4,001					$	3,525
Due from The Huntington National Bank			2,163						969
Due from non-bank subsidiaries			25						25
Investment in The Huntington National Bank			18,388						17,384
Investment in non-bank subsidiaries			263						242
Accrued interest receivable and other assets			718						664
Total assets			$	25,558					$	22,809
Liabilities and shareholders’ equity
Long-term borrowings			$	4,993					$	3,980
Dividends payable, accrued expenses, and other liabilities			1,212						1,098
Total liabilities			6,205						5,078
Shareholders’ equity (1)			19,353						17,731
Total liabilities and shareholders’ equity			$	25,558					$	22,809

(1)See Consolidated Statements of Changes in Shareholders’ Equity.

2023 Form 10-K 156

Statements of Income			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Income
Dividends from:
The Huntington National Bank			$	1,706					$	1,566					$	1,394
Non-bank subsidiaries			27						19						19
Interest from:
The Huntington National Bank			77						16						3
Non-bank subsidiaries			2						1						1
Other			(1)						(1)						—
Total income			1,811						1,601						1,417
Expense
Personnel costs			5						8						6
Interest on borrowings			252						107						60
Other			191						169						230
Total expense			448						284						296
Income before income taxes and equity in undistributed net income of subsidiaries			1,363						1,317						1,121
Provision (benefit) for income taxes			(75)						(44)						(56)
Income before equity in undistributed net income of subsidiaries			1,438						1,361						1,177
Increase in undistributed net income of:
The Huntington National Bank			486						853						97
Non-bank subsidiaries			27						24						21
Net income			$	1,951					$	2,238					$	1,295
Other comprehensive income (loss)(1)			422						(2,869)						(421)
Comprehensive income (loss)			$	2,373					$	(631)					$	874

(1)See Consolidated Statements of Comprehensive Income for other comprehensive (loss) income detail.

Statements of Cash Flows			Year Ended December 31,
(dollar amounts in millions)			2023						2022						2021
Operating activities
Net income			$	1,951					$	2,238					$	1,295
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries			(513)						(877)						(118)
Depreciation and amortization			—						(22)						23
Other, net			192						(55)						(217)
Net cash provided by operating activities			1,630						1,284						983
Investing activities
Repayments from subsidiaries			503						14						8
Advances to subsidiaries			(1,753)						(503)						(59)
Net purchases of securities			—						(20)						(28)
Net cash (paid) received from business combination			—						(194)						248
Other, net			(10)						(1)						—
Net cash (used for) provided by investing activities			(1,260)						(704)						169
Financing activities
Proceeds from issuance of long-term debt			1,250						1,144						513
Payment of long-term debt			(323)						—						(1,508)
Dividends paid on common and preferred stock			(1,034)						(1,010)						(888)
Repurchases of common stock			—						—						(650)
Net proceeds from issuance of preferred stock			317						—						486
Repurchase/redemption of preferred stock			(82)						—						(700)
Other, net			(22)						(21)						(39)
Net cash provided by (used for) financing activities			106						113						(2,786)
Increase (decrease) in cash and cash equivalents			476						693						(1,634)
Cash and cash equivalents at beginning of year			3,525						2,832						4,466
Cash and cash equivalents at end of year			$	4,001					$	3,525					$	2,832
Supplemental disclosure: Interest paid			$	228					$	89					$	71

157 Huntington Bancshares Incorporated

25. SEGMENT REPORTING

Huntington’s business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance. Huntington completed an organizational realignment during the 2023 second quarter and now reports on two business segments: Consumer & Regional Banking and Commercial Banking. The organizational realignment primarily involved consolidating our previously reported Consumer and Business Banking, Vehicle Finance and RBHPCG, into one new business segment called Consumer & Regional Banking. Prior period results have been adjusted to conform to the new segment presentation.

The following is a description of our business segments and the Treasury / Other function:

Consumer & Regional Banking - Consumer & Regional Banking offers a comprehensive set of digitally powered consumer and business financial solutions to Consumer Lending, Regional Banking, Branch Banking, and Wealth Management customers. The Consumer & Regional Banking segment provides a wide array of financial products and services to consumer and business customers including, but not limited to, deposits, lending, payments, mortgage banking, dealer financing, investment management, trust, brokerage, insurance, and other financial products and services. We serve our customers through our network of channels, including branches and ATMs, online and mobile banking, and through our customer call centers.

Commercial Banking - The Commercial Banking segment provides expertise through bankers, capabilities, and digital channels, which include a comprehensive set of product offerings. Our target clients span from mid-market to large corporates across a national footprint. The Commercial Banking segment leverages internal partnerships for wealth management, trust, insurance, payments, and treasury management capabilities. In particular, our payment capabilities continue to expand as we develop unique solutions for our diverse client segments, including Huntington ChoicePay. This segment includes customers in Middle Market Banking, Corporate, Specialty, and Government Banking, Asset Finance, Commercial Real Estate Banking, and Capital Markets.

Treasury / Other - The Treasury / Other function includes technology and operations, and other unallocated assets, liabilities, revenue, and expense.

Business segment results are determined based upon Huntington’s management reporting system, which assigns balance sheet and income statement items to each of the business segments. The process is designed around the organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

Revenue is recorded in the business segment responsible for the related product or service. Fee sharing is recorded to allocate portions of such revenue to other business segments involved in selling to, or providing service to, customers. Results of operations for the business segments reflect these fee sharing allocations.

The management process that develops the business segment reporting utilizes various estimates and allocation methodologies to measure the performance of the business segments. Expenses are allocated to business segments using a two-phase approach. The first phase consists of measuring and assigning unit costs (activity-based costs) to activities related to product origination and servicing. These activity-based costs are then extended, based on volumes, with the resulting amount allocated to business segments that own the related products. The second phase consists of the allocation of overhead costs to the business segments from Treasury / Other. Huntington utilizes a full-allocation methodology, where all Treasury / Other expenses, except reported acquisition-related net expenses, if any, and a small amount of other residual unallocated expenses, are allocated to the business segments.

The management policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to GAAP. As a result, reported segment results are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures result in changes in reported segment financial data.

2023 Form 10-K 158

Huntington uses an active and centralized FTP methodology to attribute appropriate net interest income to the business segments. The intent of the FTP methodology is to transfer interest rate risk from the business segments by providing matched duration funding of assets and liabilities. The result is to centralize the financial impact, management, and reporting of interest rate risk in the Treasury / Other function where it can be centrally monitored and managed. The Treasury / Other function charges (credits) an internal cost of funds for assets held in (or pays for funding provided by) each business segment. During the fourth quarter of 2023, we revised our FTP methodology for non-maturity deposits, which has been enhanced to consider the internally modeled weighted average life by non-maturity deposit type. Prior period results have been adjusted to conform to the revised FTP methodology.

Listed in the table below is certain operating basis financial information reconciled to Huntington’s, reported results by business segment.

Income Statements (dollar amounts in millions)			Consumer & Regional Banking						Commercial Banking																		Treasury / Other						Huntington Consolidated
Year Ended December 31, 2023
Net interest income (loss)			$	3,717					$	2,162																	$	(440)					$	5,439
Provision for credit losses			246						156																		—						402
Noninterest income			1,257						646																		18						1,921
Noninterest expense			3,064						1,134																		376						4,574
Provision (benefit) for income taxes			349						319																		(255)						413
Income attributable to non-controlling interest			—						20																		—						20
Net income (loss) attributable to Huntington Bancshares Inc			$	1,315					$	1,179																	$	(543)					$	1,951
Year Ended December 31, 2022
Net interest income			$	3,213					$	1,807																	$	253					$	5,273
Provision for credit losses			260						29																		—						289
Noninterest income			1,272						667																		42						1,981
Noninterest expense			2,924						1,056																		221						4,201
Provision (benefit) for income taxes			274						292																		(51)						515
Income attributable to non-controlling interest			—						10																		1						11
Net income attributable to Huntington Bancshares Inc			$	1,027					$	1,087																	$	124					$	2,238
Year Ended December 31, 2021
Net interest income (loss)			$	3,103					$	1,483																	$	(484)					$	4,102
Provision for credit losses			2						23																		—						25
Noninterest income			1,289						519																		81						1,889
Noninterest expense			2,698						787																		890						4,375
Provision (benefit) for income taxes			355						251																		(312)						294
Income attributable to non-controlling interest			—						2																		—						2
Net income (loss) attributable to Huntington Bancshares Inc			$	1,337					$	939																	$	(981)					$	1,295

			Assets at December 31,												Deposits at December 31,
(dollar amounts in millions)			2023						2022						2023						2022
Consumer & Regional Banking			$	73,082					$	70,268					$	110,157					$	105,064
Commercial Banking			63,377						63,611						35,466						36,807
Treasury / Other			52,909						49,027						5,607						6,043
Total			$	189,368					$	182,906					$	151,230					$	147,914

159 Huntington Bancshares Incorporated