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.

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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 2024, 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, 2024. 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, 2024, 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, 2024 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 14, 2025

2024 Form 10-K 91

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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, 2024 and 2023, 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, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 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, 2024, 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.

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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 5 to the consolidated financial statements, management’s estimate of the allowance for credit losses of $2.4 billion as of December 31, 2024 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 14, 2025

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

2024 Form 10-K 93

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Huntington Bancshares Incorporated

Consolidated Balance Sheets

			At December 31,
(dollar amounts in millions)			2024						2023
Assets
Cash and due from banks			$	1,685					$	1,558
Interest-earning deposits with banks			11,647						8,765
Trading account securities			53						125
Available-for-sale securities			27,273						25,305
Held-to-maturity securities			16,368						15,750
Other securities			823						725
Loans held for sale (includes $652 and $506 respectively, measured at fair value)			654						516
Loans and leases (includes $173 and $174 respectively, measured at fair value)			130,042						121,982
Allowance for loan and lease losses			(2,244)						(2,255)
Net loans and leases (1)			127,798						119,727
Bank owned life insurance			2,793						2,759
Accrued income and other receivables			2,190						1,646
Premises and equipment			1,066						1,109
Goodwill			5,561						5,561
Servicing rights and other intangible assets			677						672
Other assets (1)			5,642						5,150
Total assets			$	204,230					$	189,368
Liabilities and shareholders’ equity
Liabilities
Deposits:
Demand deposits—noninterest-bearing			$	29,345					$	30,967
Interest-bearing			133,103						120,263
Total deposits			162,448						151,230
Short-term borrowings			199						620
Long-term debt (1) (includes $821 and $0, respectively, measured at fair value)			16,374						12,394
Other liabilities (1)			5,427						5,726
Total liabilities			184,448						169,970
Commitments and Contingent Liabilities (Note 21)
Shareholders’ equity
Preferred stock			1,989						2,394
Common stock			15						15
Capital surplus			15,484						15,389
Less treasury shares, at cost			(86)						(91)
Accumulated other comprehensive income (loss)			(2,866)						(2,676)
Retained earnings			5,204						4,322
Total Huntington shareholders’ equity			19,740						19,353
Non-controlling interest			42						45
Total equity			19,782						19,398
Total liabilities and equity			$	204,230					$	189,368
Common shares authorized (par value of $0.01)			2,250,000,000						2,250,000,000
Common shares outstanding			1,453,635,809						1,448,319,953
Treasury shares outstanding			6,984,102						7,403,008
Preferred stock, authorized shares			6,617,808						6,617,808
Preferred shares outstanding			877,500						881,587

(1)Includes VIE balances in net loans and leases, long-term debt, other assets, and other liabilities of $1.1 billion, $1.0 billion, $264 million, and $109 million, respectively, at December 31, 2024, and VIE balances in other assets, and other liabilities of $82 million and $57 million, at December 31, 2023, respectively. See Note 20 - “Variable Interest Entities” for additional information.

See Notes to Consolidated Financial Statements

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Huntington Bancshares Incorporated

Consolidated Statements of Income

			Year Ended December 31,
(dollar amounts in millions, except per share data, share amounts in thousands)			2024						2023						2022
Interest and fee income:
Loans and leases			$	7,481					$	6,811					$	4,816
Available-for-sale securities
Taxable			1,251						1,016						576
Tax-exempt			112						104						74
Held-to-maturity securities-taxable			385						401						351
Other securities-taxable			42						53						27
Other			650						531						125
Total interest income			9,921						8,916						5,969
Interest expense:
Deposits			3,572						2,497						363
Short-term borrowings			69						179						46
Long-term debt			935						801						287
Total interest expense			4,576						3,477						696
Net interest income			5,345						5,439						5,273
Provision for credit losses			420						402						289
Net interest income after provision for credit losses			4,925						5,037						4,984
Noninterest income:
Payments and cash management revenue			620						585						561
Wealth and asset management revenue			364						328						300
Customer deposit and loan fees			334						312						350
Capital markets and advisory fees			327						248						265
Mortgage banking income			130						109						144
Leasing revenue			79						112						126
Insurance income			77						74						79
Net gains (losses) on sales of securities			(21)						(7)						—
Other noninterest income			130						160						156
Total noninterest income			2,040						1,921						1,981
Noninterest expense:
Personnel costs			2,701						2,529						2,401
Outside data processing and other services			665						605						610
Equipment			267						263						269
Net occupancy			221						246						246
Marketing			116						115						91
Deposit and other insurance expense			114						302						67
Professional services			99						99						77
Amortization of intangibles			47						50						53
Lease financing equipment depreciation			15						27						45
Other noninterest expense			317						338						342
Total noninterest expense			4,562						4,574						4,201
Income before income taxes			2,403						2,384						2,764
Provision for income taxes			443						413						515
Income after income taxes			1,960						1,971						2,249
Income attributable to non-controlling interest			20						20						11
Net income attributable to Huntington			1,940						1,951						2,238
Dividends on preferred shares			134						142						113
Impact of preferred stock redemptions and repurchases			5						(8)						—
Net income applicable to common shares			$	1,801					$	1,817					$	2,125
Average common shares—basic			1,451,421						1,446,449						1,441,279
Average common shares—diluted			1,476,442						1,468,016						1,465,220
Per common share:
Net income—basic			$	1.24					$	1.26					$	1.47
Net income—diluted			1.22						1.24						1.45

See Notes to Consolidated Financial Statements

2024 Form 10-K 95

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Huntington Bancshares Incorporated

Consolidated Statements of Comprehensive Income

			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Net income attributable to Huntington			$	1,940					$	1,951					$	2,238
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on available-for-sale securities, net of hedges			(271)						154						(2,184)
Net change related to cash flow hedges on loans			96						269						(695)
Translations adjustments, net of hedges			(6)						2						(5)
Change in accumulated unrealized losses for pension and other post-retirement obligations			(9)						(3)						15
Other comprehensive (loss) income, net of tax			(190)						422						(2,869)
Comprehensive income (loss) attributable to Huntington			1,750						2,373						(631)
Comprehensive income attributed to non-controlling interest			20						20						11
Comprehensive income (loss)			$	1,770					$	2,393					$	(620)

See Notes to Consolidated Financial Statements

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Huntington Bancshares Incorporated

Consolidated Statements of Changes in Shareholders’ Equity

			Preferred Stock						Common Stock																														AOCI												Huntington						Non-
(dollar amounts in millions, except per share data, share amounts in thousands)									Capital						Treasury Stock															Retained						Shareholders’						controlling						Total
Amount						Shares						Amount						Surplus						Shares						Amount									Earnings						Equity						Interest						Equity
Year Ended December 31, 2024
Balance, beginning of year			$	2,394					1,455,723						$	15					$	15,389					(7,403)						$	(91)					$	(2,676)					$	4,322					$	19,353					$	45					$	19,398
Net income																																													1,940						1,940						20						1,960
Other comprehensive loss, net of tax																																							(190)												(190)												(190)
Redemption of preferred stock			(405)																		—																								(5)						(410)												(410)
Cash dividends declared:
Common ($0.62 per share)																																													(916)						(916)												(916)
Preferred																																													(134)						(134)												(134)
Recognition of the fair value of share-based compensation																					106																														106												106
Other share-based compensation activity									4,897						—						(13)																								(3)						(16)												(16)
Other																					2						419						5																		7						(23)						(16)
Balance, end of year			$	1,989					1,460,620						$	15					$	15,484					(6,984)						$	(86)					$	(2,866)					$	5,204					$	19,740					$	42					$	19,782
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, 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

See Notes to Consolidated Financial Statements

2024 Form 10-K 97

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Huntington Bancshares Incorporated

Consolidated Statements of Cash Flows

			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Operating activities
Net income			$	1,960					$	1,971					$	2,249
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			420						402						289
Depreciation and amortization			622						798						484
Share-based compensation expense			106						97						105
Deferred income tax (benefit) provision			(26)						(302)						319
Net change in:
Trading account securities			72						(106)						27
Loans held for sale			(227)						(83)						675
Other assets			(761)						(491)						(1,156)
Other liabilities			(344)						341						1,024
Other, net			(7)						30						11
Net cash provided by operating activities			1,815						2,657						4,027
Investing activities
Change in interest earning deposits with banks			(254)						23						332
Net cash paid in business acquisition			—						—						(223)
Proceeds from:
Maturities and calls of available-for-sale securities			11,001						2,689						4,053
Maturities and calls of held-to-maturity securities			1,397						1,523						2,803
Maturities and calls of other securities			57						615						832
Sales of available-for-sale securities			990						767						—
Sales of other securities			—						144						41
Purchases of available-for-sale securities			(14,043)						(4,965)						(7,107)
Purchases of held-to-maturity securities			(2,037)						(256)						(3,229)
Purchases of other securities			(155)						(630)						(1,080)
Net proceeds from sales of loans and leases			391						450						995
Principal payments received under direct finance leases			1,769						1,891						1,882
Purchases of loans and leases			(680)						(71)						(610)
Net loan and lease activity, excluding sales and purchases			(10,025)						(5,108)						(10,169)
Purchases of premises and equipment			(143)						(140)						(214)
Net accrued income and other receivables activity			(474)						(17)						(66)
Other, net			87						88						151
Net cash used in investing activities			(12,119)						(2,997)						(11,609)
Financing activities
Increase in deposits			11,218						3,316						4,651
(Decrease) increase in short-term borrowings			(782)						(1,295)						2,161
Net proceeds from issuance of long-term debt			7,661						14,965						11,004
Maturity/redemption of long-term debt			(3,563)						(12,376)						(8,017)
Dividends paid on preferred stock			(143)						(134)						(113)
Dividends paid on common stock			(903)						(900)						(897)
Repurchase/redemption of preferred stock			(410)						(82)						—
Net proceeds from issuance of preferred stock			—						317						—
Other, net			(56)						(46)						(25)
Net cash provided by financing activities			13,022						3,765						8,764
Increase in cash and cash equivalents			2,718						3,425						1,182
Cash and cash equivalents at beginning of period (1)			10,129						6,704						5,522
Cash and cash equivalents at end of period (1)			$	12,847					$	10,129					$	6,704

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			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Supplemental disclosures:
Interest paid			$	4,547					$	3,359					$	627
Income taxes paid (refunded)			123						90						(109)
Non-cash activities
Loans transferred to held-for-sale from portfolio			390						439						748
Loans transferred to portfolio from held-for-sale			34						22						126
Transfer of securities from available-for-sale to held-to-maturity			—						—						4,225

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

See Notes to Consolidated Financial Statements

2024 Form 10-K 99

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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 to customers where the Bank has a local market presence and through select national businesses. These include, but are not limited to, payments, mortgage banking, indirect and direct consumer financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services.

Basis of Presentation — The Consolidated Financial Statements are presented in accordance with GAAP and include the accounts of Huntington and its majority-owned subsidiaries and VIEs in which Huntington has determined to be the primary beneficiary. 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.

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-earning deposits at the FRB, included within interest-earning deposits with banks on our Consolidated Balance Sheets.

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.

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Non-marketable equity securities include stock held for membership and regulatory purposes, such as FHLB stock and FRB 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.

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 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.

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.

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When a loan is placed on nonaccrual status, any accrued interest is reversed and charged against interest income. Commercial loans and leases 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.

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.

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 and its HTM and AFS securities portfolios. The ACL on loan and lease portfolio and HTM 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.

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 4 - “Loans and Leases.”

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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 HTM 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.

AFS Securities - Huntington evaluates its AFS 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.

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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 at fair value. Any change in the fair value of MSRs during the period is recorded in mortgage banking income.

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 as of 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 — 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.

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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.

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.

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.

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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.

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.

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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 14 - “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.

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2. ACCOUNTING STANDARDS UPDATE

Accounting standards adopted in the current period

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			•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.			•Huntington adopted the standard effective January 1, 2024 on a modified retrospective basis. •The adoption did not result in a material impact on Huntington’s 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.			•Huntington adopted the standard effective for the year ended December 31, 2024. •The adoption did not result in a material impact on Huntington’s Consolidated Financial Statements. •The amendments have been applied retrospectively to all periods presented and segment expense categories are based on the categories identified at adoption. •Refer to Note 24 - “Segment Reporting” for additional disclosure information.

Accounting standards yet to be adopted

Standard			Summary of guidance			Effects on 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.			•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.

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3. 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, 2024
Available-for-sale securities:
U.S. Treasury			$	6,588					$	11					$	(43)					$	6,556
Federal agencies:
Residential MBS			11,988						—						(1,971)						10,017
Residential CMO			3,778						1						(434)						3,345
Commercial MBS			2,519						—						(767)						1,752
Other agencies			135						—						(5)						130
Total U.S. Treasury, federal agency, and other agency securities			25,008						12						(3,220)						21,800
Municipal securities			4,119						1						(132)						3,988
Corporate debt			1,157						—						(102)						1,055
Asset-backed securities			330						—						(19)						311
Private-label CMO			119						—						(10)						109
Other securities/sovereign debt			10						—						—						10
Total available-for-sale securities			$	30,743					$	13					$	(3,483)					$	27,273
Held-to-maturity securities:
U.S. Treasury			$	2,045					$	—					$	(22)					$	2,023
Federal agencies:
Residential MBS			8,533												(1,336)						7,197
Residential CMO			4,309						3						(691)						3,621
Commercial MBS			1,407						—						(231)						1,176
Other agencies			73						—						(5)						68
Total federal agency and other agency securities			16,367						3						(2,285)						14,085
Municipal securities			1						—						—						1
Total held-to-maturity securities			$	16,368					$	3					$	(2,285)					$	14,086
Other securities, at cost:
Non-marketable equity securities:
FRB stock			$	521					$	—					$	—					$	521
FHLB stock			246						—						—						246
Other non-marketable equity securities			25						—						—						25
Other securities, at fair value
Mutual funds			29						—						—						29
Equity securities			1						1						—						2
Total other securities			$	822					$	1					$	—					$	823

(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, 2024, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $89 million and $46 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 $458 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.

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									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 MBS			13,155						3						(1,776)						11,382
Residential CMO			3,592						—						(408)						3,184
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
Corporate debt			2,202						79						(238)						2,043
Asset-backed securities			387						—						(31)						356
Private-label CMO			131						—						(12)						119
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 MBS			$	9,368					$	1					$	(1,145)					$	8,224
Residential CMO			4,770						6						(664)						4,112
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:
FRB stock			$	507					$	—					$	—					$	507
FHLB stock			169						—						—						169
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.

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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,
			2024												2023
(dollar amounts in millions)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
Available-for-sale securities:
Under 1 year			$	3,620					$	3,624					$	3,380					$	3,372
After 1 year through 5 years			5,993						5,844						2,484						2,338
After 5 years through 10 years			1,857						1,732						2,392						2,255
After 10 years			19,273						16,073						20,309						17,340
Total available-for-sale securities			$	30,743					$	27,273					$	28,565					$	25,305
Held-to-maturity securities:
Under 1 year			$	255					$	256					$	1					$	1
After 1 year through 5 years			1,818						1,796						48						46
After 5 years through 10 years			65						60						69						66
After 10 years			14,230						11,974						15,632						13,605
Total held-to-maturity securities			$	16,368					$	14,086					$	15,750					$	13,718

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, 2024
Available-for-sale securities:
U.S. Treasury			$	3,153					$	(43)					$	—					$	—					$	3,153					$	(43)
Federal agencies:
Residential MBS			275						(5)						9,676						(1,966)						9,951						(1,971)
Residential CMO			243						(1)						2,802						(433)						3,045						(434)
Commercial MBS			—						—						1,752						(767)						1,752						(767)
Other agencies			21						—						69						(5)						90						(5)
Total U.S. Treasury, federal agency and other agency securities			3,692						(49)						14,299						(3,171)						17,991						(3,220)
Municipal securities			985						(25)						2,336						(107)						3,321						(132)
Corporate debt			—						—						1,053						(102)						1,053						(102)
Asset-backed securities			49						—						263						(19)						312						(19)
Private-label CMO			—						—						87						(10)						87						(10)
Total temporarily impaired available-for-sale securities			$	4,726					$	(74)					$	18,038					$	(3,409)					$	22,764					$	(3,483)
Held-to-maturity securities:
U.S. Treasury			$	1,581					$	(22)					$	—					$	—					$	1,581					$	(22)
Federal agencies:
Residential MBS			99						(2)						7,097						(1,334)						7,196						(1,336)
Residential CMO			163						(1)						3,152						(690)						3,315						(691)
Commercial MBS			—						—						1,176						(231)						1,176						(231)
Other agencies			—						—						69						(5)						69						(5)
Total U.S. Treasury, federal agency and other agency securities			1,843						(25)						11,494						(2,260)						13,337						(2,285)
Municipal securities			—						—						1						—						1						—
Total temporarily impaired held-to-maturity securities			$	1,843					$	(25)					$	11,495					$	(2,260)					$	13,338					$	(2,285)

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			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 MBS			$	207					$	(2)					$	10,913					$	(1,774)					$	11,120					$	(1,776)
Residential CMO			543						(7)						2,641						(401)						3,184						(408)
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)
Corporate debt			—						—						2,043						(238)						2,043						(238)
Asset-backed securities			—						—						281						(31)						281						(31)
Private-label CMO			—						—						99						(12)						99						(12)
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 MBS			$	—					$	—					$	8,108					$	(1,145)					$	8,108					$	(1,145)
Residential CMO			156						(1)						3,542						(663)						3,698						(664)
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)

At December 31, 2024 and December 31, 2023, 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 $37.7 billion and $35.1 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, 2024 or December 31, 2023. At December 31, 2024, substantially 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, 2024.

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, 2024, Huntington has concluded that, except for one municipal bond classified as an AFS debt security for which $2 million of write-downs were recognized during 2024, 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, 2024 or December 31, 2023.

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4. LOANS AND LEASES

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

			At December 31,
(dollar amounts in millions)			2024						2023
Commercial loan and lease portfolio:
Commercial and industrial			$	56,809					$	50,657
Commercial real estate			11,078						12,422
Lease financing			5,454						5,228
Total commercial loan and lease portfolio			73,341						68,307
Consumer loan portfolio:
Residential mortgage			24,242						23,720
Automobile			14,564						12,482
Home equity			10,142						10,113
RV and marine			5,982						5,899
Other consumer			1,771						1,461
Total consumer loan portfolio			56,701						53,675
Total loans and leases (1)(2)			130,042						121,982
Allowance for loan and lease losses			(2,244)						(2,255)
Net loans and leases			$	127,798					$	119,727

(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 of $468 million and $323 million at December 31, 2024 and 2023, respectively.

(2)The total amount of accrued interest recorded for these loans and leases at December 31, 2024, was $316 million and $235 million of commercial and consumer loan and lease portfolios, respectively, and at December 31, 2023, was $333 million and $220 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.

Lease Financing

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

			At December 31,
(dollar amounts in millions)			2024						2023
Lease payments receivable			$	5,189					$	4,980
Estimated residual value of leased assets			884						804
Gross investment in lease financing receivables			6,073						5,784
Deferred origination costs			56						54
Deferred fees, unearned income and other			(675)						(610)
Total lease financing receivables			$	5,454					$	5,228

The carrying value of residual values guaranteed was $517 million and $478 million as of December 31, 2024 and December 31, 2023, respectively. The future lease rental payments due from customers on direct financing leases at December 31, 2024, totaled $5.2 billion and were due as follows: $507 million in 2025, $773 million in 2026, $1.0 billion in 2027, $1.2 billion in 2028, $1.0 billion in 2029, and $713 million thereafter. Interest income recognized for these types of leases was $336 million, $287 million, and $249 million for the years 2024, 2023, and 2022, respectively.

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Nonaccrual and Past Due Loans and Leases

The following table presents NALs by class.

			At December 31, 2024												At December 31, 2023
(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			$	71					$	457					$	66					$	344
Commercial real estate			75						118						64						140
Lease financing			—						10						3						14
Residential mortgage			—						83						—						72
Automobile			—						6						—						4
Home Equity			—						107						—						91
RV and marine			—						2						—						2
Total nonaccrual loans and leases			$	146					$	783					$	133					$	667

The total amount of interest recorded to interest income for NAL loans was $26 million, $21 million, and $23 million in 2024, 2023, and 2022, respectively.

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

			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
At December 31, 2024
Commercial and industrial			$	96					$	46					$	232					$	374					$	56,435											$	—					$	56,809					$	3		(2)
Commercial real estate			35						—						39						74						11,004												—						11,078						—
Lease financing			56						23						14						93						5,361												—						5,454						11
Residential mortgage			196						98						242						536						23,533												173						24,242						185			(3)
Automobile			117						27						16						160						14,404												—						14,564						12
Home equity			64						32						92						188						9,954												—						10,142						20
RV and marine			26						7						5						38						5,944												—						5,982						4
Other consumer			13						5						4						22						1,749												—						1,771						4
Total loans and leases			$	603					$	238					$	644					$	1,485					$	128,384											$	173					$	130,042					$	239
At December 31, 2023
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

(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.

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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 and refreshed at least quarterly. 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.

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

						At December 31, 2024
						Term Loans Amortized Cost Basis by Origination Year																																				Revolver Total at Amortized Cost Basis						Revolver Total Converted to Term Loans
(dollar amounts in millions)						2024						2023						2022						2021						2020						Prior												Total
Commercial and industrial
Credit Quality Indicator:
Pass						$	16,097					$	7,939					$	6,587					$	2,747					$	1,708					$	1,846					$	16,790					$	4					$	53,718
OLEM						124						80						82						24						7						23						273						—						613
Substandard						445						385						440						209						107						164						690						—						2,440
Doubtful						—						—						2						—						—						—						36						—						38
Total Commercial and industrial						$	16,666					$	8,404					$	7,111					$	2,980					$	1,822					$	2,033					$	17,789					$	4					$	56,809
Commercial real estate
Credit Quality Indicator:
Pass						$	1,415					$	1,010					$	2,754					$	1,380					$	947					$	1,877					$	635					$	—					$	10,018
OLEM						—						78						114						66						2						64						4						—						328
Substandard						218						37						280						52						10						124						11						—						732
Total Commercial real estate						$	1,633					$	1,125					$	3,148					$	1,498					$	959					$	2,065					$	650					$	—					$	11,078
Lease financing
Credit Quality Indicator:
Pass						$	2,100					$	1,610					$	709					$	449					$	349					$	184					$	—					$	—					$	5,401
OLEM						7						2						2						1						1						—						—						—						13
Substandard						1						6						23						2						7						1						—						—						40
Total Lease financing						$	2,108					$	1,618					$	734					$	452					$	357					$	185					$	—					$	—					$	5,454
Residential mortgage
Credit Quality Indicator:
750+						$	1,725					$	2,249					$	3,913					$	5,617					$	3,011					$	2,525					$	—					$	—					$	19,040
650-749						768						542						748						781						423						791						—						—						4,053
<650						55						64						111						110						68						568						—						—						976
Total Residential mortgage						$	2,548					$	2,855					$	4,772					$	6,508					$	3,502					$	3,884					$	—					$	—					$	24,069
Automobile
Credit Quality Indicator:
750+						$	4,091					$	1,663					$	1,343					$	920					$	347					$	113					$	—					$	—					$	8,477
650-749						2,560						981						716						459						159						56						—						—						4,931
<650						336						250						252						205						76						37						—						—						1,156
Total Automobile						$	6,987					$	2,894					$	2,311					$	1,584					$	582					$	206					$	—					$	—					$	14,564
Home Equity
Credit Quality Indicator:
750+						$	214					$	323					$	378					$	445					$	466					$	195					$	4,581					$	226					$	6,828
650-749						70						92						74						50						44						78						2,051						214						2,673
<650						2						8						11						6						4						40						431						139						641
Total Home equity						$	286					$	423					$	463					$	501					$	514					$	313					$	7,063					$	579					$	10,142
RV and marine
Credit Quality Indicator:
750+						$	928					$	909					$	816					$	718					$	476					$	704					$	—					$	—					$	4,551
650-749						247						268						201						198						123						226						—						—						1,263
<650						7						23						24						35						23						56						—						—						168
Total RV and marine						$	1,182					$	1,200					$	1,041					$	951					$	622					$	986					$	—					$	—					$	5,982
Other consumer
Credit Quality Indicator:
750+						$	321					$	97					$	48					$	22					$	10					$	49					$	467					$	—					$	1,014
650-749						148						55						21						8						2						9						423						7						673
<650						9						10						5						2						1						1						48						8						84
Total Other consumer						$	478					$	162					$	74					$	32					$	13					$	59					$	938					$	15					$	1,771

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						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:
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:
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:
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:
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:
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:
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:
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:
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

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

						Term Loans Gross Charge-offs by Origination Year																																				Revolver Gross Charge-offs						Revolver Converted to Term Loans Gross Charge-offs
(dollar amounts in millions)						2024						2023						2022						2021						2020						Prior												Total
Year Ended December 31, 2024
Commercial and industrial						$	4					$	26					$	74					$	38					$	14					$	19					$	47					$	3					$	225
Commercial real estate						12						4						31						3						—						25						4						—						79
Lease financing						2						2						—						2						—						1						—						—						7
Residential mortgage						—						—						—						—						—						3						—						—						3
Automobile						5						18						17						14						5						4						—						—						63
Home equity						—						—						—						—						—						1						1						4						6
RV and marine						1						4						5						7						4						10						—						—						31
Other consumer						14						25						15						7						3						16						—						37						117
Total						$	38					$	79					$	142					$	71					$	26					$	79					$	52					$	44					$	531

						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
Year Ended December 31, 2023
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

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 restructured note is evaluated to determine if it is considered a new loan or a continuation of the prior loan.

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.

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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.

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.

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.

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 applied credit quality risk indicators that reflect the increase in default characteristics so that that the ALLL reflects the risk of loss. Borrowers experiencing financial difficulty can be classified as either accrual or nonaccrual loans.

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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.

			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)
Year Ended December 31, 2024
Commercial and industrial			$	113					$	209					$	—											$	64																	$	386					0.68		%
Commercial real estate			—						233						—												24																		257						2.32
Residential mortgage			—						51						6												4																		61						0.25
Automobile			—						11						—												1																		12						0.08
Home equity			—						6						—												9																		15						0.15
RV and marine			—						1						—												—																		1						0.02
Other consumer			2						—						—												—																		2						0.11
Total loans to borrowers experiencing financial difficulty in which modifications were made			$	115					$	511					$	6											$	102																	$	734					0.59		%
Year Ended December 31, 2023
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.

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

			Interest Rate Reduction (1)												Term Extension (1)
			Weighted-average contractual interest rate												Weighted-average years added to the life
			From						To
Year Ended December 31, 2024
Commercial and industrial			8.16		%				7.12		%				1.0
Commercial real estate			8.26						7.90						0.9
Residential mortgage															6.8
Year Ended December 31, 2023
Commercial and industrial			8.62		%				8.05		%				1.0
Commercial real estate															1.0
Residential mortgage															7.7

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

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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.

			Past Due
(dollar amounts in millions)			30-59 Days						60-89 Days						90 or more days						Total						Current						Total
At December 31, 2024
Commercial and industrial			$	6					$	3					$	4					$	13					$	373					$	386
Commercial real estate			12						—						13						25						232						257
Residential mortgage			11						7						15						33						28						61
Automobile			1						1						—						2						10						12
Home equity			1						1						3						5						10						15
RV and marine			—						—						—						—						1						1
Other consumer			—						—						—						—						2						2
Total loans to borrowers experiencing financial difficulty in which modifications were made in the year ended December 31, 2024			$	31					$	12					$	35					$	78					$	656					$	734
At December 31, 2023
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 year ended December 31, 2023			$	33					$	35					$	24					$	92					$	613					$	705

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, 2024 and 2023, loans and leases totaling $105.4 billion and $101.8 billion, respectively, were pledged to the FRB and FHLB for access to these contingent funding sources.

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5. ALLOWANCE FOR CREDIT LOSSES

The following table presents ACL activity by portfolio segment.

(dollar amounts in millions)																																													Commercial						Consumer						Total
Year Ended December 31, 2024:
ALLL balance, beginning of period																																													$	1,563					$	692					$	2,255
Loan and lease charge-offs																																													(311)						(220)						(531)
Recoveries of loans and leases previously charged-off																																													94						65						159
Provision for loan and lease losses																																													138						223						361
ALLL balance, end of period																																													$	1,484					$	760					$	2,244
AULC balance, beginning of period																																													$	66					$	79					$	145
Provision (benefit) for unfunded lending commitments																																													78						(21)						57
AULC balance, end of period																																													$	144					$	58					$	202
ACL balance, end of period																																													$	1,628					$	818					$	2,446
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
Provision (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

At December 31, 2024, the ACL was $2.4 billion, an increase of $46 million from December 31, 2023. The increase in the total ACL was driven by loan and lease growth throughout 2024, partially offset by a modest reduction in overall coverage ratios reflective of the current macroeconomic environment.

The Commercial ACL was $1.6 billion at December 31, 2024, a decrease of $1 million from December 31, 2023. C&I loan and lease growth of $6.2 billion was offset by the combination of a modest reduction in the C&I coverage ratios due to improvement in the macroeconomic environment and a $1.3 billion decrease in CRE loans and leases.

The Consumer ACL was $818 million at December 31, 2024, an increase of $47 million from the December 31, 2023 balance. The increase was primarily due to a $3.0 billion increase in consumer loans.

The baseline economic scenario used in the December 31, 2024 ACL determination assumes the labor market has softened with the unemployment rate projected at 4.2% for the fourth quarter of 2024. Marginal improvement is expected moving forward with unemployment returning to 4% by 2026. The Federal Reserve is projected to continue the cycle of rate cuts that started in September 2024, with gradual cuts forecast throughout 2025 and 2026 until reaching a federal funds rate of 3% by mid-2026. Inflation is forecasted to approach the Federal Reserve’s target level of 2% by the end of 2024 and stabilize in 2025. GDP is forecast to show marginal improvement from the estimated fourth quarter 2024 level of 2.0%, ending the fourth quarter of 2025 at 2.1%.

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The economic scenarios used included elevated levels of economic uncertainty including the impact of specific challenges in the commercial real estate industry, recent inflation levels, 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, 2024 ACL included a general reserve that consists of various risk profile components to address uncertainty not measured within the quantitative transaction reserve.

6. 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)			2024						2023						2022
Residential mortgage loans sold with servicing retained			$	4,124					$	4,109					$	5,686
Pretax gains resulting from above loan sales (1)			78						58						137
Total servicing, late, and other ancillary fees (1)			104						98						91

(1)Included 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)						2024						2023
Fair value, beginning of period						$	515					$	494
New servicing assets created						54						63
Servicing assets sold						(1)						(1)
Change in fair value during the period due to:
Time decay (1)						(25)						(24)
Payoffs (2)						(30)						(24)
Changes in valuation inputs or assumptions (3)						60						7
Fair value, end of period						$	573					$	515
Loans serviced for third parties, unpaid principal balance, end of period						$	33,696					$	33,237

(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.

A summary of key assumptions and the sensitivity of the MSR value to changes in these assumptions follows.

			At December 31, 2024																					At December 31, 2023
												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)			7.54		%							$	(14)					$	(28)					8.61		%							$	(15)					$	(28)
Spread over forward interest rate swap rates			568			bps						(13)						(26)						538			bps						(11)						(22)

2024 Form 10-K 123

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7. GOODWILL AND OTHER INTANGIBLE ASSETS

A rollforward of goodwill by business segment for which goodwill is allocated is presented in the table below. No goodwill impairment was recorded in 2024 or 2023.

			Consumer &						Commercial																								Huntington
(dollar amounts in millions)			Regional Banking						Banking																								Consolidated
Balance, January 1, 2023			$	3,650					$	1,921																							$	5,571
RPS sale			(10)						—																								(10)
Balance, December 31, 2023			3,640						1,921																								5,561
Balance, December 31, 2024			$	3,640					$	1,921																							$	5,561

Huntington’s other intangible assets are presented in the following table.

(dollar amounts in millions)			Gross Carrying Amount						Accumulated Amortization						Net Carrying Value
At December 31, 2024
Core deposit intangible			$	378					$	(293)					$	85
Customer relationship			66						(55)						11
Total other intangible assets			$	444					$	(348)					$	96
At December 31, 2023
Core deposit intangible			$	385					$	(259)					$	126
Customer relationship			92						(75)						17
Total other intangible assets			$	477					$	(334)					$	143

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

(dollar amounts in millions)			Amortization Expense
2025			$	43
2026			29
2027			9
2028			6
2029			4

8. PREMISES AND EQUIPMENT

Premises and equipment were comprised as follows.

			At December 31,
(dollar amounts in millions)			2024						2023
Land and land improvements			$	339					$	343
Buildings			738						789
Leasehold improvements			251						262
Equipment			909						899
Total premises and equipment			2,237						2,293
Less accumulated depreciation and amortization			(1,171)						(1,184)
Net premises and equipment			$	1,066					$	1,109

Depreciation and amortization charged to expense was as follows.

			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Total depreciation and amortization of premises and equipment			$	142					$	167					$	182

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9. OPERATING LEASES

At December 31, 2024, 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						2024						2023
Operating lease assets						Other assets						$	278					$	265
Lease liabilities						Other liabilities						$	380					$	379

Net lease cost are as follows.

												Year Ended December 31,
(dollar amounts in millions)						Classification						2024						2023
Operating lease cost						Net occupancy						$	63					$	68
Short-term lease cost						Net occupancy						2						1
Net lease cost												$	65					$	69

Maturity of lease liabilities at December 31, 2024 are as follows.

(dollar amounts in millions)																		Total
2025																		$	71
2026																		64
2027																		53
2028																		44
2029																		39
Thereafter																		240
Total lease payments																		511
Less: Interest																		(131)
Total lease liabilities																		$	380

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

(dollar amounts in millions)						2024						2023
Year ended December 31:
Cash paid for amounts included in the measurement of lease liabilities for operating cash flows						$	(76)					$	(77)
Right-of-use assets obtained in exchange for lease obligations for operating leases						59						37
At December 31:
Weighted-average remaining lease term (years) for operating leases						10.86						11.30
Weighted-average discount rate for operating leases						5.19		%				4.93		%

10. 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)			2024						2023
Securities sold under agreements to repurchase			$	142					$	618
Other borrowings			57						2
Total short-term borrowings			$	199					$	620

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The carrying value of assets pledged as collateral against repurchase agreements totaled $224 million and $840 million as of December 31, 2024 and December 31, 2023, respectively. 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.

Huntington’s long-term debt, which consists of borrowings with an initial maturity of greater than one year, is included in the following table. The interest rate disclosed represents the contractual rate as of the most recent period end.

			At December 31,
(dollar amounts in millions)			2024						2023
The Parent Company:
Senior Notes:
2.63% Huntington Bancshares Incorporated senior notes due 2024			$	—					$	719
4.00% Huntington Bancshares Incorporated senior notes due 2025			465						457
4.44% Huntington Bancshares Incorporated senior notes due 2028			718						716
6.21% Huntington Bancshares Incorporated senior notes due 2029			1,237						1,266
2.55% Huntington Bancshares Incorporated senior notes due 2030			685						692
5.27% Huntington Bancshares Incorporated senior notes due 2031			1,138						—
5.02% Huntington Bancshares Incorporated senior notes due 2033			371						383
5.71% Huntington Bancshares Incorporated senior notes due 2035			1,222						—
Subordinated Notes:
Huntington Capital I Trust Preferred 5.55% junior subordinated debentures due 2027 (1)			70						69
Huntington Capital II Trust Preferred 5.25% junior subordinated debentures due 2028 (2)			32						32
Sky Financial Capital Trust III 5.99% junior subordinated debentures due 2036 (3)			72						72
Sky Financial Capital Trust IV 6.25% junior subordinated debentures due 2036 (3)			74						74
2.49% Huntington Bancshares Incorporated subordinated notes due 2036			501						513
6.14% Huntington Bancshares Incorporated subordinated notes due 2039			592						—
Total notes issued by the Parent Company			7,177						4,993
The Bank:
Senior Notes:
6.59% Huntington National Bank senior notes due 2025			—						278
4.01% Huntington National Bank senior notes due 2025			—						467
5.70% Huntington National Bank senior notes due 2025			—						1,060
4.55% Huntington National Bank senior notes due 2028			776						776
5.65% Huntington National Bank senior notes due 2030			878						899
Subordinated Notes:
4.60% Huntington National Bank subordinated notes due 2025			130						129
4.27% Huntington National Bank subordinated notes due 2026			224						223
4.13% Huntington National Bank subordinated notes due 2029			—						156
5.50% Huntington National Bank subordinated notes due 2030			161						154
Total notes issued by the Bank			2,169						4,142
FHLB Advances:
4.64% weighted average rate, varying maturities			4,696						2,731
Auto Loan Securitization Trust (4)			1,023						—
Credit Linked Notes (5)			821						—
Other:
Huntington Technology Finance nonrecourse debt, 5.96% weighted average interest rate, varying maturities			353						343
7.64% Huntington Preferred Capital II - Class I securities (6)			—						50
7.19% Huntington Preferred Capital II - Class J securities (7)			75						75
7.69% Huntington Preferred Capital II - Class L securities (8)			60						60
Total long-term debt			$	16,374					$	12,394

(1)Variable effective rate at December 31, 2024, based on three-month SOFR +0.96%.

(2)Variable effective rate at December 31, 2024, based on three-month SOFR +0.886%.

(3)Variable effective rate at December 31, 2024, based on three-month SOFR +1.66%.

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(4)Represents secured borrowings collateralized by auto loans with a weighted average rate of 5.31% due through 2029. See Note 20 - “Variable Interest Entities” for additional information.

(5)See details of credit linked notes in the following table.

(6)Variable effective rate at December 31, 2024, based on three-month SOFR +2.00%.

(7)Variable effective rate at December 31, 2024, based on three-month SOFR +2.60%.

(8)Variable effective rate at December 31, 2024, based on three-month SOFR +3.10%.

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.

Huntington entered into two CLN transactions during 2024 that effectively transfer the risk of first losses on certain reference pools of the Company’s auto-secured loans. Huntington has elected the fair value option for these notes. See Note 18 - “Fair Values of Assets and Liabilities” for additional information. To the extent losses exceed certain thresholds, the principal and interest payable on the notes may be reduced by a portion of the Company’s aggregate net losses on the reference pool of loans, with losses allocated to note classes in reverse order of payment priority. Additional information about Huntington’s CLN issuances is as follows.

															At December 31, 2024
(dollar amounts in millions)															Weighted Average Interest Rate						Reference Pool Net Balance						Principal Outstanding
CLN 2024-1 due 2032 (1)															6.66		%				$	3,014					$	366
CLN 2024-2 due 2032 (2)															6.03						3,740						451
Total																					$	6,754					$	817
Fair value adjustment																											4
Carrying value																											$	821

(1)Consists of multiple classes of loans. One note class bears interest at a fixed rate of 6.15% and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.40% to 8.25% (weighted average spread of 3.04%).

(2)Consists of multiple classes of loans. One note class bears interest at a fixed rate of 5.44% and the remaining four note classes bear interest at SOFR plus a spread rate that ranges from 1.35% to 7.50% (weighted average spread of 2.99%).

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

(dollar amounts in millions)			2025						2026						2027						2028						2029						Thereafter						Total
The Parent Company:
Senior notes			$	468					$	—					$	—					$	750					$	1,250					$	3,550					$	6,018
Subordinated notes			—						—						70						32						—						1,307						1,409
The Bank:
Senior notes			—						—						—						800						—						900						1,700
Subordinated notes			130						—						239						—						—						150						519
FHLB advances			200						3,500						500						500						—						1						4,701
Auto loan securitization trust (1)			—						—						349						—						678						—						1,027
Credit linked notes (1)			—						—						—						—						—						817						817
Other			28						52						139						163						99						7						488
Total			$	826					$	3,552					$	1,297					$	2,245					$	2,027					$	6,732					$	16,679

(1) The contractual maturities are in the years presented, however, the underlying loans will pay down through the contractual maturities. In addition, there is an optional redemption date in which Huntington has the right to redeem the notes after the period in which the aggregate principal balance is less than or equal to 10% of the original principal balance.

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, 2024, Huntington was in compliance with all such covenants.

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11. 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, 2024
Unrealized losses on available-for-sale securities arising during the period, net of hedges			$	(454)					$	107					$	(347)
Reclassification adjustment for realized net losses included in net income			94						(18)						76
Total unrealized losses on available-for-sale securities, net of hedges			(360)						89						(271)
Unrealized losses on cash flow hedges during the period			(111)						26						(85)
Reclassification adjustment for cash flow hedges included in net income			236						(55)						181
Net change related to cash flow hedges on loans			125						(29)						96
Translation adjustments, net of hedges (1)			(6)						—						(6)
Change in accumulated unrealized losses for pension and other post-retirement obligations			(12)						3						(9)
Other comprehensive loss			$	(253)					$	63					$	(190)
Year Ended December 31, 2023
Unrealized gains 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 on available-for-sale securities, net of hedges			201						(47)						154
Unrealized gains 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 losses for pension and other post-retirement obligations			(4)						1						(3)
Other comprehensive income			$	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 losses on available-for-sale securities, net of hedges			(2,834)						650						(2,184)
Unrealized 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 losses for pension and other post-retirement obligations			19						(4)						15
Other comprehensive loss			$	(3,716)					$	847					$	(2,869)

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

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Activity in accumulated OCI was as follows.

(dollar amounts in millions)			Unrealized losses 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 for pension and other post-retirement obligations						Total
December 31, 2021			$	(64)											$	63					$	(3)					$	(225)					$	(229)
Other comprehensive 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)
Other comprehensive loss before reclassifications			(347)												(85)						(6)						—						(438)
Amounts reclassified from accumulated OCI to earnings			76												181						—						(9)						248
Period change			(271)												96						(6)						(9)						(190)
December 31, 2024			$	(2,365)											$	(267)					$	(12)					$	(222)					$	(2,866)

(1)AOCI amounts at December 31, 2024, 2023, and 2022 include $50 million, $58 million, and $66 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.

12. 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, 2024						December 31, 2023
Series B (2)						12/28/2011						35,500												Variable (3)						1/15/2017						$	23					$	23
Series E (4)						2/27/2018						—												Variable (5)						4/15/2023						—						405
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						317
Total												877,500																								$	1,989					$	2,394

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

(2)Liquidation value and redemption price per share of $1,000, plus any declared and unpaid dividends.

(3)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)Liquidation value and redemption price per share of $100,000, plus any declared and unpaid dividends.

(5)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)Liquidation value and redemption price per share of $25,000, plus any declared and unpaid dividends.

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

						Year Ended December 31,
						2024												2023												2022
(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						$	81.10					$	(3)					$	80.28					$	(3)					$	46.68					$	(2)
Series E						6,412.62						(26)						7,753.75						(37)						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						(22)
Series H						45.00						(23)						45.00						(23)						45.00						(22)
Series I						1,425.00						(10)						1,425.00						(10)						1,425.00						(10)
Series J						68.76						(22)						59.02						(19)						—						—
Total												$	(134)											$	(142)											$	(113)

During the fourth quarter of 2024, all remaining $405 million of outstanding Series E Preferred Stock, par value $0.01 per share, was redeemed. During the fourth quarter of 2023, $90 million of outstanding Series E Preferred Stock, par value $0.01 per share, was repurchased.

13. 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, performance share units, and shares held in 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.

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)			2024						2023						2022
Basic earnings per common share:
Net income attributable to Huntington			$	1,940					$	1,951					$	2,238
Dividends on preferred shares			134						142						113
Impact of preferred stock redemptions and repurchases			5						(8)						—
Net income available to common shareholders			$	1,801					$	1,817					$	2,125
Average common shares issued and outstanding			1,451,421						1,446,449						1,441,279
Basic earnings per common share			$	1.24					$	1.26					$	1.47
Diluted earnings per common share:
Average dilutive potential common shares:
Stock options, restricted stock units and awards, and performance share units			17,669						14,456						17,534
Shares held in deferred compensation plans			7,352						7,111						6,407
Average dilutive potential common shares			25,021						21,567						23,941
Total diluted average common shares issued and outstanding			1,476,442						1,468,016						1,465,220
Diluted earnings per common share			$	1.22					$	1.24					$	1.45
Anti-dilutive awards (1)			4,534						11,039						5,303

(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.

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14. 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.

• 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.

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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)						2024						2023						2022
Noninterest income
Revenue from contracts with customers						$	1,468					$	1,400					$	1,318
Revenue within the scope of other GAAP topics						572						521						663
Total noninterest income						$	2,040					$	1,921					$	1,981

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.

The following table illustrates the disaggregation by operating segment and major revenue stream and reconciles disaggregated revenue to segment revenue presented in Note 24 - “Segment Reporting.”

(dollar amounts in millions)			Consumer & Regional Banking						Commercial Banking																		Treasury / Other						Huntington Consolidated
Year Ended December 31, 2024
Major Revenue Streams
Payments and cash management revenue			$	452					$	115																	$	—					$	567
Wealth and asset management revenue			352						12																		—						364
Customer deposit and loan fees			217						10																		—						227
Capital markets and advisory fees			21						172																		—						193
Leasing revenue			2						28																		—						30
Insurance income			67						11																		(1)						77
Other noninterest income			9						5																		(4)						10
Net revenue from contracts with customers			$	1,120					$	353																	$	(5)					$	1,468
Noninterest income within the scope of other GAAP topics			181						363																		28						572
Total noninterest income			$	1,301					$	716																	$	23					$	2,040
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 noninterest income			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 noninterest income			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

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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, 2024 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, 2024 was determined to be immaterial.

15. SHARE-BASED COMPENSATION

Share-based awards are eligible for issuance under the Company’s long term incentive plan. The 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. At December 31, 2024, 37 million shares were available for future grants.

Huntington issues shares to fulfill share-based award vesting from available authorized common shares. At December 31, 2024, Huntington believes there are adequate authorized common shares to satisfy anticipated share-based award vesting in 2025.

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

			Year Ended December 31,
(dollar amounts in millions)			2024									2023									2022
Share-based compensation expense (1)			$	133								$	114								$	119
Tax benefit			24									19									20

(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. 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, 2024			12,922						$	12.58
Exercised			(2,481)						11.40
Forfeited/expired			(135)						14.11
Outstanding at December 31, 2024			10,306						$	12.84					4.1						$	36
Expected to vest			471						$	16.00					6.3						$	129
Exercisable at December 31, 2024			9,835						$	12.69					4.0						$	36

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 can be settled in shares or cash depending on the award and, for the most part, provide either accumulated cash dividends during the vesting period or, accrue a dividend equivalent that is paid upon vesting. 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.

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The following table summarizes the status of Huntington’s restricted stock units and performance share units as of December 31, 2024, and activity for the year ended December 31, 2024.

									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
Nonvested at January 1, 2024															24,669						$	13.15					3,220						$	15.19
Granted															9,060						13.12						1,975						12.95
Vested															(5,866)						11.97						(1,581)						16.04
Forfeited															(1,092)						14.38						(43)						14.31
Nonvested at December 31, 2024															26,771						$	14.13					3,571						$	14.19

The weighted-average fair value at grant date of nonvested shares granted for the years ended December 31, 2024, 2023, and 2022 were $13.09, $14.14, and $13.47, respectively. The total fair value of awards vested during the years ended December 31, 2024, 2023, and 2022 was $96 million, $99 million, and $105 million, respectively. As of December 31, 2024, the total unrecognized compensation cost related to nonvested shares was $297 million with a weighted-average expense recognition period of 2.2 years.

16. 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 2024.

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

			At December 31,
			2024						2023
Weighted-average assumptions used to determine benefit obligations:
Discount rate			5.67		%				5.15		%
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate			5.15						5.41
Expected return on plan assets			5.50						5.00

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)			2024						2023
Projected benefit obligation at beginning of measurement year			$	687					$	692
Changes due to:
Service cost			3						3
Interest cost			34						36
Benefits paid			(34)						(33)
Settlements			(9)						(16)
Actuarial (losses) gains			(35)						5
Total changes			(41)						(5)
Projected benefit obligation at end of measurement year			$	646					$	687

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

			At December 31,
(dollar amounts in millions)			2024						2023
Fair value of plan assets at beginning of measurement year			$	729					$	740
Changes due to:
Actual return on plan assets			(8)						39
Settlements			(9)						(17)
Benefits paid			(34)						(33)
Total changes			(51)						(11)
Fair value of plan assets at end of measurement year			$	678					$	729

As of December 31, 2024, the difference between the accumulated benefit obligation and the fair value of Plan assets was $32 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)			2024						2023						2022
Service cost			$	3					$	3					$	3
Interest cost			34						36						22
Expected return on plan assets			(46)						(43)						(41)
Amortization of loss			2						1						9
Settlements			4						7						15
Benefit costs			$	(3)					$	4					$	8

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

At December 31, 2024 and 2023, Northern Trust, 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)			2024												2023
Cash equivalents:
Mutual funds-money market			$	11					2		%				$	17					2		%
Fixed income:
Corporate obligations			212						31						234						32
U.S. Government obligations			69						10						70						10
Municipal obligations			1						—						1						—
Collective trust funds			273						40						297						42
Equities:
Limited liability companies			11						2						10						1
Collective trust funds			78						12						76						10
Limited partnerships			23						3						24						3
Fair value of plan assets			$	678					100		%				$	729					100		%

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Investments of the Plan 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, 2024, 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. 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, 2024, Plan assets had an average duration of 11.9 years on investments. The estimated life of benefit obligations was 9.7 years. Although it may fluctuate with market conditions, Huntington has targeted a long-term allocation of Plan assets of 90% in bond investments and 10% in equity investments.

At December 31, 2024, the following table shows when benefit payments are expected to be paid.

(dollar amounts in millions)			Pension Benefits
2025			$	53
2026			54
2027			54
2028			53
2029			53
2030 through 2034			252

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, 2024, 2023, and 2022 was $61 million, $61 million, and $58 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)			2024						2023
Shares in Huntington common stock			10,910						11,899
Market value of Huntington common stock			$	178					$	151
Dividends received on shares of Huntington stock			7						7

17. INCOME TAXES

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

			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Current tax provision
Federal			$	411					$	644					$	129
State			43						63						62
Foreign			15						8						5
Total current tax provision			469						715						196
Deferred tax (benefit) provision
Federal			(24)						(291)						319
State			(2)						(11)						—
Total deferred tax (benefit) provision			(26)						(302)						319
Provision for income taxes			$	443					$	413					$	515

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The following is a reconciliation of the provision for income taxes.

			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Provision for income taxes computed at the statutory rate			$	505					$	501					$	580
Increases (decreases):
General business credits			(271)						(253)						(164)
Tax-exempt income			(29)						(28)						(21)
Capital loss			—						—						(60)
Affordable housing investment amortization, net of tax benefits			193						148						129
State income taxes, net			32						41						49
Other			13						4						2
Provision for income taxes			$	443					$	413					$	515

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

			At December 31,
(dollar amounts in millions)			2024						2023
Deferred tax assets:
Fair value adjustments			$	848					$	791
Allowances for credit losses			559						564
Tax credit carryforward			452						240
Research and development expenses			108						91
Net operating and other loss carryforward			90						101
Lease liability			88						89
Pension and other employee benefits			73						70
Accrued expense/prepaid			41						61
Purchase accounting and other intangibles			5						82
Other assets			4						4
Total deferred tax assets			2,268						2,093
Deferred tax liabilities:
Lease financing			968						873
Loan origination costs			162						155
Mortgage servicing rights			116						124
Operating assets			78						96
Right-of-use asset			64						62
Securities adjustments			48						40
Other liabilities			3						3
Total deferred tax liabilities			1,439						1,353
Net deferred tax asset before valuation allowance			829						740
Valuation allowance			(36)						(30)
Net deferred tax asset			$	793					$	710

At December 31, 2024, Huntington’s net deferred tax asset related to loss and other carryforwards was $542 million. This was comprised of federal net operating loss carryforwards of $36 million, which will begin expiring in 2030, state net operating loss carryforwards of $41 million, which will begin expiring in 2025, a federal capital loss carryforward of $10 million, which will begin expiring in 2025, state capital loss carryforwards of $3 million, which will begin expiring in 2025, general business credits of $449 million, which will begin expiring in 2042, and a corporate alternative minimum tax carryover of $3 million, which may be carried forward indefinitely.

The valuation allowance for deferred tax assets as of December 31, 2024 was $36 million, which included a federal valuation allowance of $7 million and a state valuation allowance of $29 million.

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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 2019. The 2020-2023 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 2020.

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)			2024						2023
Unrecognized tax benefits at beginning of year			$	8					$	94
Gross increases for tax positions taken during prior years			7						8
Gross decreases for tax positions taken during prior years			(2)						—
Gross increases for tax positions taken during current year			6						—
Settlements with taxing authorities			—						(94)
Unrecognized tax benefits at end of year			$	19					$	8

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.

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, 2024 and 2023. 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, 2024, 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, 2024.

18. 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, 2024 and 2023.

Loans held for sale

Huntington has elected to apply the FVO 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 of loans held for investment classified as Level 2 are estimated using security prices for similar product types similar to loans held for sale. The fair value of loans held for investment classified as Level 3 is determined using fair value of similar mortgage-backed securities adjusted for loan specific variables.

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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.

Direct purchase municipal securities, in addition to certain private-label CMOs and asset-backed 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.

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MSRs

MSRs are accounted for using the fair value method and are classified as Level 3. Refer to Note 6 - “Mortgage Loan Sales and Servicing Rights” for information on valuation methodology.

Long-term debt

Huntington has elected to apply the fair value option for CLNs structured as long-term debt. CLNs are classified as Level 2 using quoted prices for similar liabilities in active markets, quoted prices of similar liabilities in markets that are not active, and inputs that are observable for the assets, either directly or indirectly, for substantially the full term of the financial instrument.

Assets and Liabilities measured at fair value on a recurring basis

The following table presents our assets and liabilities measured at fair value on a recurring basis, including instruments we have elected the fair value option.

			Fair Value Measurements at Reporting Date Using																		Netting Adjustments (1)						Total
(dollar amounts in millions)			Level 1						Level 2						Level 3
At December 31, 2024
Assets
Trading account securities:
U.S. Treasury securities			$	1					$	—					$	—					$	—					$	1
Other trading account securities			—						52						—						—						52
Total trading account securities			1						52						—						—						53
Available-for-sale securities:
U.S. Treasury securities			6,556						—						—						—						6,556
Residential MBS			—						10,017						—						—						10,017
Residential CMO			—						3,345						—						—						3,345
Commercial MBS			—						1,752						—						—						1,752
Other agencies			—						130						—						—						130
Municipal securities			—						34						3,954						—						3,988
Corporate debt			—						1,055						—						—						1,055
Asset-backed securities			—						262						49						—						311
Private-label CMO			—						88						21						—						109
Other securities/sovereign debt			—						10						—						—						10
Total available-for-sale securities			6,556						16,693						4,024						—						27,273
Other securities			29						2						—						—						31
Loans held for sale			—						652						—						—						652
Loans held for investment			—						112						61						—						173
MSRs			—						—						573						—						573
Other assets:
Derivative assets			—						606						4						(344)						266
Assets held in trust for deferred compensation plans			191						—						—						—						191
Liabilities
Long-term debt			—						821						—						—						821
Derivative liabilities			—						666						2						(90)						578

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			Fair Value Measurements at Reporting Date Using																		Netting Adjustments (1)						Total
(dollar amounts in millions)			Level 1						Level 2						Level 3
At December 31, 2023
Assets
Trading account securities:
U.S. Treasury securities			$	91					$	—					$	—					$	—					$	91
Other trading account securities			—						34						—						—						34
Total trading account securities			91						34						—						—						125
Available-for-sale securities:
U.S. Treasury securities			2,856						—						—						—						2,856
Residential MBS			—						11,382						—						—						11,382
Residential CMO			—						3,184						—						—						3,184
Commercial MBS			—						1,827						—						—						1,827
Other agencies			—						155						—						—						155
Municipal securities			—						38						3,335						—						3,373
Corporate debt			—						2,043						—						—						2,043
Asset-backed securities			—						281						75						—						356
Private-label CMO			—						99						20						—						119
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

(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.

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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, 2024
Opening balance			$	515					$	(2)					$	3,335					$	20					$	75					$	54
Transfers into Level 3			—						—						—						—						—						13
Transfers out of Level 3 (1)			—						(25)						—						—						—						—
Total gains/losses for the period:
Included in earnings:
Interest and fee income			—						—						(1)						(1)						—						(1)
Provision for credit losses			—						—						(2)						—						—						—
Mortgage banking income			60						24						—						—						—						—
Other noninterest income			—						(13)						—						—						—						—
Included in OCI			—						—						33						—						—						—
Purchases/originations			54						—						1,256						—						15						—
Repayments			—						—						—						—						—						(5)
Settlements			(56)						18						(667)						2						(41)						—
Closing balance			$	573					$	2					$	3,954					$	21					$	49					$	61
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date			$	60					$	(1)					$	—					$	—					$	—					$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period			—						—						27						—						—						—

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			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:
Interest and fee income			—						—						(2)						(1)						—						(3)
Mortgage banking income			7						25						—						—						—						—
Other 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:
Interest and fee income			—						—						(5)						(3)						—						—
Provision for credit losses			—						—						(4)						—						—						—
Mortgage banking income			114						(3)						—						—						—						1
Included in OCI			—						—						(262)						—						(1)						—
Purchases/originations			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 (or changes in net assets) 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)						—

(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.

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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, 2024
Assets
Loans held for sale			$	652					$	640					$	12					$	—					$	—					$	—
Loans held for investment			173						184						(11)						4						4						—
Liabilities
Long-term debt			821						817						(4)
At December 31, 2023
Assets
Loans held for sale			$	506					$	489					$	17					$	—					$	—					$	—
Loans held for investment			174						184						$	(10)					2						3						(1)

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

									Year Ended December 31,
(dollar amounts in millions)			Classification						2024						2023						2022
Loans held for sale			Mortgage banking income						$	(5)					$	10					$	(26)
Loans held for investment			Mortgage banking income						(1)						(5)						1
Long-term debt			Other noninterest income						(4)						—						—

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.

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

															Fair Value Measurements Using Significant Unobservable Inputs (Level 3)												Total Losses Year Ended
(dollar amounts in millions)															December 31, 2024						December 31, 2023						December 31, 2024						December 31, 2023						December 31, 2022
Collateral-dependent loans															$	192					$	40					$	(122)					$	(21)					$	(1)

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 such as 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.

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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, 2024																		At December 31, 2023
(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						6		%	-			43		%				8		%				4		%	-			37		%				9		%
															Spread over forward interest rate swap rates						5		%	-			10		%				6		%				5		%	-			13		%				5		%
Municipal securities and asset-backed securities									Discounted cash flow						Discount rate						4		%	-			5		%				5		%				4		%	-			6		%				5		%
															Cumulative default						—		%	-			39		%				4		%				—		%	-			64		%				6		%
															Loss given default (2)																		20		%																20		%

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

(2)The range is not meaningful for this unobservable input.

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.

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, and cash and short-term assets, which include cash and due from banks and interest-earning deposits with banks. 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 in the following tables. Accordingly, this fair value information is not intended to, and does not, represent Huntington’s underlying value.

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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, 2024
Financial Assets
Cash and short-term assets			$	13,332					$	—					$	—					$	13,332					$	13,332
Trading account securities			—						—						53						53						53
Available-for-sale securities			—						—						27,273						27,273						27,273
Held-to-maturity securities			16,368						—						—						16,368						14,086
Other securities			792						—						31						823						823
Loans held for sale			—						2						652						654						654
Net loans and leases (1)			127,625						—						173						127,798						125,557
Derivative assets			—						—						266						266						266
Assets held in trust for deferred compensation plans			—						—						191						191						191
Financial Liabilities
Deposits (2)			162,448						—						—						162,448						162,455
Short-term borrowings			199						—						—						199						199
Long-term debt			15,553						—						821						16,374						16,573
Derivative liabilities			—						—						578						578						578
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

(1)Includes collateral-dependent loans.

(2)Includes $1.5 billion and $1.4 billion in time deposits in excess of the FDIC insurance coverage limit at December 31, 2024 and December 31, 2023, respectively.

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

			Estimated Fair Value Measurements at Reporting Date Using																		Netting						Estimated Fair Value
(dollar amounts in millions)			Level 1						Level 2						Level 3						Adjustments (1)
At December 31, 2024
Financial Assets
Trading account securities			$	1					$	52					$	—					$	—					$	53
Available-for-sale securities			6,556						16,693						4,024						—						27,273
Held-to-maturity securities			2,023						12,063						—						—						14,086
Other securities (2)			29						2						—						—						31
Loans held for sale			—						652						2						—						654
Net loans and leases			—						113						125,444						—						125,557
Derivative assets			—						606						4						(344)						266
Financial Liabilities
Deposits			—						147,045						15,410						—						162,455
Short-term borrowings			—						199						—						—						199
Long-term debt			—						11,242						5,331						—						16,573
Derivative liabilities			—						666						2						(90)						578
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

(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.

19. 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.

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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, 2024																		At December 31, 2023
(dollar amounts in millions)			Notional Value						Asset						Liability						Notional Value						Asset						Liability
Derivatives designated as Hedging Instruments
Interest rate contracts			$	45,634					$	24					$	—					$	38,017					$	868					$	519
Foreign exchange contracts			250						—						5						222						6						—
Derivatives not designated as Hedging Instruments
Interest rate contracts			42,359						456						580						41,526						718						757
Foreign exchange contracts			5,465						79						54						5,257						69						76
Equity contracts			823						20						2						759						—						7
Commodities contracts			683						29						27						681						62						60
Credit contracts			247						2						—						381						—						2
Total Contracts			$	95,461					$	610					$	668					$	86,843					$	1,723					$	1,421

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)									2024						2023						2022
Interest rate contracts:
Customer						Capital markets and advisory fees						$	37					$	30					$	47
Mortgage banking						Mortgage banking income						(49)						(10)						(109)
Interest rate swaptions						Other noninterest income						—						(24)						—
Foreign exchange contracts						Capital markets and advisory fees						45						45						45
Credit contracts						Other noninterest income						(14)						(2)						—
Commodities contracts						Capital markets and advisory fees						4						5						5
Equity contracts						Other noninterest income and other noninterest expense						(18)						(13)						(9)
Total												$	5					$	31					$	(21)

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.

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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, 2024
(dollar amounts in millions)			Fair Value Hedges						Cash Flow Hedges						Economic Hedges						Total
Instruments associated with:
Investment securities			$	10,987					$	—					$	—					$	10,987
Loans			—						23,300						175						23,475
Long-term debt			11,347						—						—						11,347
Total notional value			$	22,334					$	23,300					$	175					$	45,809
			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

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 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 decreases to net interest income of $231 million for the year ended December 31, 2024 and $248 million for the year ended December 31, 2023, and an increase to net interest income of $76 million for the year ended December 31, 2022.

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 Balance Sheets.

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)			2024						2023						2022
Interest rate contracts
Change in fair value of interest rate swaps hedging investment securities (1)			$	(246)					$	(284)					$	875
Change in fair value of hedged investment securities (1)			239						282						(862)
Change in fair value of interest rate swaps hedging long-term debt (2)			(109)						141						(300)
Change in fair value of hedged long term debt (2)			108						(141)						300

(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.

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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)			2024						2023						2024						2023
Assets
Investment securities (1)			$	16,390					$	18,241					$	(458)					$	(698)
Liabilities
Long-term debt (2)			11,589						9,909						(223)						(115)

(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.

(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 $(56) million at December 31, 2024 and $(69) million at December 31, 2023.

Cash Flow Hedges

At December 31, 2024, Huntington had $23.3 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, 2024, the net losses recognized in AOCI that are expected to be reclassified into earnings within the next 12 months were $43 million.

Derivatives used in mortgage banking activities

Mortgage loan origination hedging activity

Huntington 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’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 asset of $7 million and net liability of $4 million at December 31, 2024 and December 31, 2023, respectively. At December 31, 2024 and December 31, 2023, Huntington had commitments to sell residential real estate loans of $869 million and $674 million, respectively. These contracts mature in less than one year.

MSR hedging activity

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. 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.

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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)												2024						2023
Notional value												$	1,780					$	1,668
Trading liabilities												45						69
						Year Ended December 31,
(dollar amounts in millions)						2024						2023						2022
Trading (losses) gains						$	(60)					$	(10)					$	(109)

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, 2024 and December 31, 2023, were $72 million and $47 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $45.2 billion and $44.5 billion at December 31, 2024 and December 31, 2023, respectively. Huntington’s credit risk from customer derivatives was $76 million and $122 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 was $247 million and $381 million at December 31, 2024 and December 31, 2023, respectively. The position of these derivatives was a net asset of $2 million and a net liability of $2 million at December 31, 2024 and December 31, 2023, respectively.

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

Huntington records derivatives at fair value as further described in Note 18 - “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.

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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 also 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, Huntington clears certain derivative transactions through a clearinghouse, rather than directly with counterparties. Transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position.

In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and bank derivative transactions was net credit risk of $192 million and $238 million at December 31, 2024 and December 31, 2023, 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, 2024, Huntington pledged $381 million of investment securities and cash collateral to counterparties, while other counterparties pledged $304 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, 2024						$	610					$	(344)					$	266					$	(5)					$	(35)					$	226
At December 31, 2023						1,723						(1,330)						393						(45)						(4)						344

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, 2024						$	668					$	(90)					$	578					$	(67)					$	(316)					$	195
At December 31, 2023						1,421						(751)						670						—						(93)						577

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20. VARIABLE INTEREST ENTITIES

Consolidated VIEs

Huntington engages in activities with VIEs in the normal course of business that result in Huntington being the primary beneficiary and which are consolidated in Huntington’s financial statements. The following table provides a summary of the assets and liabilities of VIEs carried on Huntington’s Consolidated Balance Sheets.

(dollar amounts in millions)			At December 31, 2024						At December 31, 2023
Assets
Net loans and leases			$	1,122					$	—
Other assets			264						82
Total assets			$	1,386					$	82
Liabilities
Long-term borrowings			$	1,023					$	—
Other liabilities			109						57
Total liabilities			$	1,132					$	57

As part of a securitization transaction completed in the first quarter of 2024, Huntington transferred $1.6 billion in aggregate automobile loans to a SPE which was deemed to be a VIE. This SPE then issued approximately $1.6 billion of asset-backed notes, of which approximately $128 million were retained by Huntington. The primary purpose of the VIE in the securitization transaction is to issue asset-backed securities with varying levels of credit subordination and payment priority. Huntington retained notes and residual interest in the VIE and, therefore, has an obligation to absorb losses and a right to receive benefits that could potentially be significant to the VIE. In addition, Huntington retained servicing rights for the underlying loans and, therefore, holds the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE. The assets of the VIE are restricted to the settlement of the asset-backed securities and other obligations of the VIE. Third-party holders of the asset-backed notes do not have recourse to the general assets of Huntington.

The economic performance of the VIE is most significantly impacted by the performance of the underlying loans. The VIE is exposed to credit and prepayment risk, which are managed through credit enhancements in the form of reserve accounts, over-collateralization, excess interest on the loans, and the subordination of certain classes of asset-backed securities.

Consolidated VIEs at December 31, 2024 and December 31, 2023 also included investments in LIHTC operating entities that were syndicated and where we serve as the general partner and manager. As manager of these entities, we have the power to direct the activities that most significantly impact economic performance, as well as an obligation to absorb significant expected losses, of the entities.

Unconsolidated VIEs

The following table provides 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.

(dollar amounts in millions)			Total Assets						Total Liabilities						Maximum Exposure to Loss
At December 31, 2024
Affordable housing tax credit partnerships			$	2,382					$	1,065					$	2,382
Trust preferred securities			14						248						—
Other investments			1,201						168						1,201
Total			$	3,597					$	1,481					$	3,583
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

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Affordable Housing and Other Tax Credit Investments

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)			2024						2023
Affordable housing tax credit investments			$	3,628					$	3,335
Less: amortization			(1,246)						(1,038)
Net affordable housing tax credit investments			$	2,382					$	2,297
Unfunded commitments			$	1,065					$	1,279

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

			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Tax credits and other tax benefits recognized			$	273					$	260					$	203
Proportional amortization expense included in provision for income taxes			234						205						170

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. The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s Consolidated Financial Statements.

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.

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21. 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)			2024						2023
Contract amount representing credit risk
Commitments to extend credit:
Commercial and industrial			$	37,422					$	32,344
Consumer loan portfolio			19,993						19,270
Commercial real estate			2,089						2,543
Standby letters of credit and guarantees on industrial revenue bonds			725						814
Commercial letters of credit			17						9

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 2 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 $27 million and $9 million at December 31, 2024 and December 31, 2023, respectively.

Other Guarantees

Huntington provides guarantees to certain third-party investors in connection with the sale of syndicated affordable housing tax credits. These guarantees are generally in the form of make-whole provisions that are triggered if the underlying performance of LIHTC properties result in a shortfall to the third-party investors and remain in effect until the final associated tax credits are realized. The maximum amount guaranteed by the Company under these arrangements total approximately $201 million and $79 million as of December 31, 2024 and December 31, 2023, respectively, and represents the guaranteed portion in these transactions where the make-whole provisions have not yet expired. As of December 31, 2024, the Company did not expect to be subject to any make-whole provisions under these guarantees.

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.

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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 $15 million at December 31, 2024 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.

22. 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.

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As of December 31, 2024, 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+
						Regulatory						Capital Buffer (1)												Well-						At December 31,
						Capital						At December 31,												Capitalized						2024												2023
(dollar amounts in millions)						Ratios						2024						2023						Minimums						Ratio						Amount						Ratio						Amount
CET1 risk-based capital			Consolidated			4.5		%				7.0		%				7.7		%				N/A						10.5		%				$	15,127					10.2		%				$	14,212
			Bank			4.5						7.0						7.0						6.5		%				11.6						16,540						10.6						14,671
Tier 1 risk-based capital			Consolidated			6.0						8.5						9.2						6.0						11.9						17,126						12.0						16,616
			Bank			6.0						8.5						8.5						8.0						12.4						17,746						11.5						15,879
Total risk-based capital			Consolidated			8.0						10.5						11.2						10.0						14.3						20,565						14.2						19,657
			Bank			8.0						10.5						10.5						10.0						14.1						20,240						13.1						18,126
Tier 1 leverage			Consolidated			4.0						N/A						N/A						N/A						8.6						17,126						9.3						16,616
			Bank			4.0						N/A						N/A						5.0						8.9						17,746						8.5						15,879

(1) The SCB, applicable to Huntington, was 2.5% and 3.2% at December 31, 2024 and December 31, 2023, respectively. The CCB, applicable to the Bank, was 2.5% at both December 31, 2024 and December 31, 2023.

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, 2024, the Bank could lend $2.0 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.

23. 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)			2024						2023
Assets
Cash and due from banks			$	4,103					$	4,001
Due from The Huntington National Bank			2,817						2,163
Due from non-bank subsidiaries			18						25
Investment in The Huntington National Bank			20,127						18,388
Investment in non-bank subsidiaries			331						263
Accrued interest receivable and other assets			811						718
Total assets			$	28,207					$	25,558
Liabilities and shareholders’ equity
Long-term borrowings			$	7,177					$	4,993
Dividends payable, accrued expenses, and other liabilities			1,290						1,212
Total liabilities			8,467						6,205
Shareholders’ equity (1)			19,740						19,353
Total liabilities and shareholders’ equity			$	28,207					$	25,558

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

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Statements of Income			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Income
Dividends from:
The Huntington National Bank			$	2,041					$	1,706					$	1,566
Non-bank subsidiaries			15						27						19
Interest from:
The Huntington National Bank			204						77						16
Non-bank subsidiaries			2						2						1
Other			3						(1)						(1)
Total income			2,265						1,811						1,601
Expense
Personnel costs			7						5						8
Interest on borrowings			365						252						107
Other			176						191						169
Total expense			548						448						284
Income before income taxes and equity in undistributed net income of subsidiaries			1,717						1,363						1,317
Provision (benefit) for income taxes			(73)						(75)						(44)
Income before equity in undistributed net income of subsidiaries			1,790						1,438						1,361
Increase in undistributed net income of:
The Huntington National Bank			78						486						853
Non-bank subsidiaries			72						27						24
Net income			$	1,940					$	1,951					$	2,238
Other comprehensive (loss) income (1)			(190)						422						(2,869)
Comprehensive income (loss)			$	1,750					$	2,373					$	(631)

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

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Statements of Cash Flows			Year Ended December 31,
(dollar amounts in millions)			2024						2023						2022
Operating activities
Net income			$	1,940					$	1,951					$	2,238
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries			(150)						(513)						(877)
Depreciation and amortization			7						—						(22)
Other, net			(121)						192						(55)
Net cash provided by operating activities			1,676						1,630						1,284
Investing activities
Investment in subsidiaries			(1,750)						—						—
Repayments from subsidiaries			1,107						503						14
Advances to subsidiaries			(1,700)						(1,753)						(503)
Net purchases of securities			—						—						(20)
Net cash paid in business combination			—						—						(194)
Other, net			(21)						(10)						(1)
Net cash used for investing activities			(2,364)						(1,260)						(704)
Financing activities
Proceeds from issuance of long-term debt			2,995						1,250						1,144
Payment of long-term debt			(734)						(323)						—
Dividends paid on common and preferred stock			(1,047)						(1,034)						(1,010)
Net proceeds from issuance of preferred stock			—						317						—
Redemption/repurchase of preferred stock			(410)						(82)						—
Other, net			(14)						(22)						(21)
Net cash provided by financing activities			790						106						113
Increase in cash and cash equivalents			102						476						693
Cash and cash equivalents at beginning of year			4,001						3,525						2,832
Cash and cash equivalents at end of year			$	4,103					$	4,001					$	3,525
Supplemental disclosure: Interest paid			$	332					$	228					$	89

24. 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 reports on two business segments: Consumer & Regional Banking and Commercial Banking.

Huntington’s CEO is the CODM for each of our business segments. The CODM primarily utilizes net interest income and net income attributable to Huntington to assess segment performance and to allocate resources to meet our business objectives. The CODM considers budget-to-actual variances for these profit measures when making decisions about allocating resources, comparing performance among the segments, and determining compensation of certain colleagues.

The following is a description of our business segments:

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 regional banking and national specialty finance channels, including branches and ATMs, online and mobile banking, our customer call centers, and strategic national partnerships.

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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.

All other items not included within our two business segments are reported within the Treasury / Other function, which primarily includes technology and operations, other unallocated assets, liabilities, revenue, and expense.

Business segment results are determined based upon Huntington’s management practices, 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.

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 modeled 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. The FTP rate is based on prevailing market interest rates for comparable duration assets (or liabilities). The primary components of the FTP rate include a base (market) rate, a liquidity premium, contingent liquidity and collateral charges, and option cost.

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The following tables present certain operating basis financial information for each reportable business segment reconciled to Huntington’s consolidated financial results.

Income Statements (dollar amounts in millions)			Consumer & Regional Banking						Commercial Banking																		Treasury / Other						Huntington Consolidated
Year Ended December 31, 2024
Net interest income (loss)			$	4,070					$	2,123																	$	(848)					$	5,345
Provision for credit losses			284						136																		—						420
Net interest income (loss) after provision for credit losses			3,786						1,987																		(848)						4,925
Noninterest income			1,301						716																		23						2,040
Noninterest expense:
Direct personnel costs			1,135						607																		959						2,701
Other noninterest expense, including corporate allocations			2,038						611																		(788)						1,861
Total noninterest expense			3,173						1,218																		171						4,562
Income (loss) before income taxes			1,914						1,485																		(996)						2,403
Provision (benefit) for income taxes			402						312																		(271)						443
Income attributable to non-controlling interest			—						20																		—						20
Net income (loss) attributable to Huntington			$	1,512					$	1,153																	$	(725)					$	1,940
Year Ended December 31, 2023
Net interest income (loss)			$	3,717					$	2,162																	$	(440)					$	5,439
Provision for credit losses			246						156																		—						402
Net interest income (loss) after provision for credit losses			3,471						2,006																		(440)						5,037
Noninterest income			1,257						646																		18						1,921
Noninterest expense:
Direct personnel costs			1,138						502																		889						2,529
Other noninterest expense, including corporate allocations			1,926						632																		(513)						2,045
Total noninterest expense			3,064						1,134																		376						4,574
Income (loss) before income taxes			1,664						1,518																		(798)						2,384
Provision (benefit) for income taxes			349						319																		(255)						413
Income attributable to non-controlling interest			—						20																		—						20
Net income attributable to Huntington			$	1,315					$	1,179																	$	(543)					$	1,951
Year Ended December 31, 2022
Net interest income (loss)			$	3,213					$	1,807																	$	253					$	5,273
Provision for credit losses			260						29																		—						289
Net interest income (loss) after provision for credit losses			2,953						1,778																		253						4,984
Noninterest income			1,272						667																		42						1,981
Noninterest expense:
Direct personnel costs			1,124						444																		833						2,401
Other noninterest expense, including corporate allocations			1,800						612																		(612)						1,800
Total noninterest expense			2,924						1,056																		221						4,201
Income (loss) before income taxes			1,301						1,389																		74						2,764
Provision (benefit) for income taxes			274						292																		(51)						515
Income attributable to non-controlling interest			—						10																		1						11
Net income (loss) attributable to Huntington			$	1,027					$	1,087																	$	124					$	2,238

			Assets at December 31,												Deposits at December 31,
(dollar amounts in millions)			2024						2023						2024						2023
Consumer & Regional Banking			$	78,841					$	73,082					$	111,390					$	110,157
Commercial Banking			66,919						63,377						43,366						35,466
Treasury / Other			58,470						52,909						7,692						5,607
Total			$	204,230					$	189,368					$	162,448					$	151,230

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