Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

We are a multi-state diversified regional bank holding company organized under Maryland law in 1966 and headquartered in Columbus, Ohio. Through the Bank, we are committed to making people’s lives better, helping businesses thrive, and strengthening the communities we serve, and we have been servicing the financial needs of our customers since 1866. Through our subsidiaries, we provide full-service commercial and consumer deposit, lending, and other banking services. These include, but are not limited to, payments, mortgage banking, automobile, recreational vehicle and marine financing, investment banking, capital markets, advisory, equipment financing, distribution finance, investment management, trust, brokerage, insurance, and other financial products and services. As of September 30, 2024, we have 975 full-service branches and private client group offices which are located in Ohio, Colorado, Florida, Illinois, Indiana, Kentucky, Michigan, Minnesota, North Carolina, Pennsylvania, West Virginia, and Wisconsin. Select financial services and other activities are also conducted in various other states.

This MD&A provides information we believe necessary for understanding our financial condition, changes in financial condition, results of operations, and cash flows. The MD&A included in our 2023 Annual Report on Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the 2023 Annual Report on Form 10-K. This MD&A should also be read in conjunction with the Unaudited Consolidated Financial Statements, Notes to Unaudited Consolidated Financial Statements, and other information contained in this report.

EXECUTIVE OVERVIEW

Reporting Updates

During the fourth quarter of 2023, we updated the presentation of our noninterest income categories to align product and service types more closely with how we strategically manage our business. For a description of each updated noninterest income revenue stream, refer to Note 15 - “Revenue from Contracts with Customers” of the Notes to Consolidated Financial Statements appearing in Huntington’s 2023 Annual Report on Form 10-K.

During the fourth quarter of 2023, we revised our FTP methodology for non-maturity deposits, which has been enhanced to consider the internally modeled weighted average life by non-maturity deposit type. In general, the impact of the FTP methodology revision resulted in a net higher cost of funds allocation as compared with the previous method.

For the reporting updates discussed above, prior period results have been adjusted to conform to the current presentation.

2024 3Q Form 10-Q 5

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Financial Performance Review

Selected Financial Data

Table 1 - Selected Quarterly and Year to Date Income Statement Data
			Three Months Ended																								Nine Months Ended
(amounts in millions, except per share data)			September 30, 2024						September 30, 2023						Change												September 30, 2024						September 30, 2023						Change
						Amount						Percent												Amount						Percent
Interest income			$	2,555					$	2,313					$	242					10		%				$	7,411					$	6,566					$	845					13		%
Interest expense			1,204						945						259						27						3,461						2,443						1,018						42
Net interest income			1,351						1,368						(17)						(1)						3,950						4,123						(173)						(4)
Provision for credit losses			106						99						7						7						313						276						37						13
Net interest income after provision for credit losses			1,245						1,269						(24)						(2)						3,637						3,847						(210)						(5)
Noninterest income			523						509						14						3						1,481						1,516						(35)						(2)
Noninterest expense			1,130						1,090						40						4						3,384						3,226						158						5
Income before income taxes			638						688						(50)						(7)						1,734						2,137						(403)						(19)
Provision for income taxes			116						136						(20)						(15)						308						414						(106)						(26)
Income after income taxes			522						552						(30)						(5)						1,426						1,723						(297)						(17)
Income attributable to non-controlling interest			5						5						—						—						16						15						1						7
Net income attributable to Huntington			517						547						(30)						(5)						1,410						1,708						(298)						(17)
Dividends on preferred shares			36						37						(1)						(3)						107						106						1						1
Net income applicable to common shares			$	481					$	510					$	(29)					(6)		%				$	1,303					$	1,602					$	(299)					(19)		%
Average common shares—basic			1,453						1,448						5						—		%				1,451						1,446						5						—		%
Average common shares—diluted			1,477						1,468						9						1						1,475						1,468						7						—
Net income per common share—basic			$	0.33					$	0.35					$	(0.02)					(6)						$	0.90					$	1.11					$	(0.21)					(19)
Net income per common share—diluted			0.33						0.35						(0.02)						(6)						0.88						1.09						(0.21)						(19)
Return on average total assets			1.04		%				1.16		%																0.97		%				1.22		%
Return on average common shareholders’ equity			10.8						12.4																		10.2						13.2
Return on average tangible common shareholders’ equity (1)			16.2						19.5																		15.5						20.8
Net interest margin (2)			2.98						3.20																		3.00						3.24
Efficiency ratio (3)			59.4						57.0																		61.2						56.2
Revenue and Net Interest Income—FTE (non-GAAP)
Net interest income			$	1,351					$	1,368					$	(17)					(1)		%				$	3,950					$	4,123					$	(173)					(4)		%
FTE adjustment (2)			13						11						2						18						39						31						8						26
Net interest income, FTE (non-GAAP) (2)			1,364						1,379						(15)						(1)						3,989						4,154						(165)						(4)
Noninterest income			523						509						14						3						1,481						1,516						(35)						(2)
Total revenue, FTE (non-GAAP) (2)			$	1,887					$	1,888					$	(1)					—		%				$	5,470					$	5,670					$	(200)					(4)		%

(1)Net income applicable to common shares excluding expense for amortization of intangibles for the period divided by average tangible common shareholders’ equity. Average tangible common shareholders’ equity equals average total common shareholders’ equity less average intangible assets and goodwill. Expense for amortization of intangibles and average intangible assets are net of deferred tax liability and calculated assuming a 21% tax rate.

(2)On an FTE basis assuming a 21% tax rate.

(3)Noninterest expense less amortization of intangibles divided by the sum of FTE net interest income and noninterest income excluding securities gains.

6 Huntington Bancshares Incorporated

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Summary of 2024 Third Quarter Results Compared to 2023 Third Quarter

For the third quarter of 2024, we reported net income of $517 million, or $0.33 per diluted common share, compared with $547 million, or $0.35 per diluted common share, in the year-ago quarter.

Net interest income was $1.4 billion for the third quarter of 2024, a decrease of $17 million, or 1%, from the year-ago quarter. FTE net interest income, a non-GAAP financial measure, decreased $15 million, or 1%, from the year-ago quarter. The decrease in FTE net interest income primarily reflected a 22 basis point decrease in the FTE NIM to 2.98% and a $14.4 billion, or 11%, increase in average interest-bearing liabilities, partially offset by a $10.9 billion, or 6%, increase in average earning assets.

The provision for credit losses increased $7 million, or 7%, from the year-ago quarter to $106 million in the third quarter of 2024. The ACL increased $68 million from the year-ago quarter to $2.4 billion in the third quarter of 2024, or 1.93% of total loans and leases, compared to $2.4 billion, or 1.96% of total loans and leases, for the year-ago quarter.

Noninterest income was $523 million, an increase of $14 million, or 3%, from the year-ago quarter, primarily due increases in capital markets and advisory fees, wealth and asset management revenue, and mortgage banking income, partially offset by the $33 million favorable mark-to-market on pay-fixed swaptions recognized in the year-ago quarter. Noninterest expense was $1.1 billion, an increase of $40 million, or 4%, from the year-ago quarter, primarily due to increases in personnel costs and outside data processing and other services, partially offset by decreases in deposit and other insurance expense and net occupancy.

Consolidated Balance Sheet and Capital Ratios as of September 30, 2024 Compared to Prior Year End

Total assets at September 30, 2024 were $200.5 billion, an increase of $11.2 billion, or 6%, compared to December 31, 2023. The increase in total assets was primarily driven by increases in loans and leases of $4.4 billion, or 4%, total investment securities of $3.5 billion, or 8%, and interest-earning deposits with banks of $2.4 billion, or 27%. Total liabilities at September 30, 2024 were $179.9 billion, an increase of $9.9 billion, or 6%, compared to December 31, 2023. The increase in total liabilities was primarily driven by increases in total deposits of $7.1 billion, or 5%, and long-term debt of $3.3 billion, or 26%.

The tangible common equity to tangible assets ratio increased to 6.4% at September 30, 2024, compared to 6.1% at December 31, 2023, primarily due to an improvement in AOCI driven by changes in interest rates, and an increase in tangible common equity from current period earnings, net of dividends, partially offset by an increase in tangible assets. CET1 risk-based capital ratio was 10.4% at September 30, 2024, compared to 10.2% at December 31, 2023. The increase in CET1 is primarily due to current period earnings, net of dividends, partially offset by an increase in risk-weighted assets and a reduction in the CECL transitional amount. The increase in risk-weighted assets was driven by loan growth, partially offset by the impact of the second quarter 2024 CLN transaction.

General

Our general business objectives are to:

• Build on our vision to be the country’s leading people-first, digitally powered bank;

• Drive sustainable long-term revenue growth and efficiency;

• Deliver a Category of One customer experience through our distinguished brand and culture;

• Extend our digital leadership with focus on ease of use, access to information, and self-service across products and services;

• Leverage expertise and capabilities to acquire and deepen relationships and launch of select partnerships;

• Maintain positive operating leverage and execute disciplined capital management; and

• Provide stability and resilience through risk management, maintaining an aggregate moderate-to-low, through-the-cycle risk appetite.

Our quarterly results reflect continued execution of our growth strategy and leveraging the strength of our balance sheet, delivered through increasing loan and deposit balances, in addition to expanding net interest income and noninterest income. We have continued our disciplined and proactive approach to managing credit quality consistent with our through the cycle aggregate moderate-to-low risk appetite. We remain focused on delivering profitable growth and driving value for our shareholders and believe Huntington is positioned to perform well through the dynamic environment.

2024 3Q Form 10-Q 7

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Economy

The rate cutting cycle began with the Federal Reserve cutting the federal funds rate by 50 basis points at the September FOMC meeting. Inflation is still not to the Federal Reserve’s 2% target, however, it has been continuing to move lower. On the other side of the Federal Reserve’s dual mandate, employment data has deteriorated recently. The unemployment rate has increased from a cyclical low of 3.4% to 4.1% at September 30, 2024, including reaching 4.3% during the quarter. While the unemployment rate is still low by historical standards, the Federal Reserve has mentioned that risks have shifted to be more balanced and thus should likely warrant a less restrictive monetary policy. The Federal Reserve maintains that economic data will continue to drive their decision making process for rates.

The recent economic data has been mixed. Core manufacturing continues to contract, but the services sector is still slowly expanding. Overall U.S. consumer spending continues to be resilient defying expectations of a slowdown, although personal savings rates have been trending down over the course of 2024, which helps explain some of the resiliency. In addition, overall U.S. credit card balances and delinquency rates are both increasing. While overall risks are increasing, most economists still expect either a soft landing or a short and shallow recession.

Other Recent Developments

In June 2024, the FDIC adopted a final rule to modify the required frequency and informational content of resolution plan submissions applicable to insured depository institutions with $50 billion or more in total assets, which describe the insured depository institution’s strategy for a rapid and orderly resolution in the event of material financial distress or failure. As a result of the final rule, the Bank will be required to submit to the FDIC full resolution plans every three years and interim targeted information between full resolution plan submissions. In addition, the final rule introduces a new credibility standard that will be used to evaluate full resolution plan submissions, which would be subject to potential FDIC enforcement action. The final rule became effective October 1, 2024 and the deadline for the first resolution plan submission is July 1, 2025.

DISCUSSION OF RESULTS OF OPERATIONS

This section provides a review of financial performance on a consolidated basis. Key unaudited interim consolidated balance sheet and unaudited interim income statement trends are discussed. All earnings per share data are reported on a diluted basis. For additional insight on financial performance, please read this section in conjunction with the “Business Segment Discussion.”

8 Huntington Bancshares Incorporated

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Average Balance Sheet / Net Interest Income

The following tables detail the change in our average balance sheet and the net interest margin.

Table 2 - Consolidated Quarterly Average Balance Sheets and Net Interest Margin Analysis
			Three Months Ended September 30, 2024																		Three Months Ended September 30, 2023
			Average						Interest Income/Expense						Yield/						Average						Interest Income/Expense						Yield/						Change in Average Balances
(dollar amounts in millions)			Balances						(FTE) (1)						Rate (2)						Balances						(FTE) (1)						Rate (2)						Amount						Percent
Assets:
Interest-earning deposits with banks			$	12,532					$	174					5.55		%				$	9,547					$	131					5.48		%				$	2,985					31		%
Securities:
Trading account securities			136						1						3.28						128						1						4.98						8						6
Available-for-sale securities:
Taxable			25,434						331						5.21						19,834						259						5.22						5,600						28
Tax-exempt			2,699						35						5.23						2,807						37						5.08						(108)						(4)
Total available-for-sale securities			28,133						366						5.21						22,641						296						5.20						5,492						24
Held-to-maturity securities—taxable			15,078						93						2.47						16,356						99						2.43						(1,278)						(8)
Other securities			829						11						4.86						859						19						9.22						(30)						(3)
Total securities			44,176						471						4.26						39,984						415						4.15						4,192						10
Loans held for sale			676						12						6.92						633						10						6.42						43						7
Loans and leases: (3)
Commercial:
Commercial and industrial			52,194						840						6.31						49,448						776						6.15						2,746						6
Commercial real estate			11,744						227						7.55						12,955						253						7.63						(1,211)						(9)
Lease financing			5,180						86						6.51						5,050						73						5.60						130						3
Total commercial			69,118						1,153						6.53						67,453						1,102						6.39						1,665						2
Consumer:
Residential mortgage			24,074						241						4.00						23,278						213						3.66						796						3
Automobile			13,584						191						5.59						12,747						145						4.51						837						7
Home equity			10,089						199						7.86						10,108						195						7.66						(19)						—
RV and marine			6,046						79						5.24						5,813						73						4.96						233						4
Other consumer			1,596						48						11.69						1,385						40						11.67						211						15
Total consumer			55,389						758						5.45						53,331						666						4.97						2,058						4
Total loans and leases			124,507						1,911						6.05						120,784						1,768						5.76						3,723						3
Total earning assets			181,891						2,568						5.62						170,948						2,324						5.39						10,943						6
Cash and due from banks			1,407																		1,559																		(152)						(10)
Goodwill and other intangible assets			5,674																		5,722																		(48)						(1)
All other assets			11,620																		10,576																		1,044						10
Allowance for loan and lease losses			(2,314)																		(2,206)																		(108)						(5)
Total assets			$	198,278																	$	186,599																	$	11,679					6		%
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Demand deposits—interest-bearing			$	40,918					$	228					2.22		%				$	39,757					$	199					1.98		%				$	1,161					3		%
Money market deposits			50,334						451						3.56						41,445						327						3.12						8,889						21
Savings and other domestic deposits			15,863						13						0.33						17,774						6						0.15						(1,911)						(11)
Core certificates of deposit (4)			13,819						165						4.74						11,348						119						4.17						2,471						22
Other domestic deposits of $250,000 or more			455						5						4.37						406						4						3.78						49						12
Negotiable CDs, brokered and other deposits			6,299						83						5.27						4,634						58						4.93						1,665						36
Total interest-bearing deposits			127,688						945						2.94						115,364						713						2.45						12,324						11
Short-term borrowings			826						14						6.52						859						17						7.60						(33)						(4)
Long-term debt			15,878						245						6.19						13,772						215						6.27						2,106						15
Total interest-bearing liabilities			144,392						1,204						3.32						129,995						945						2.88						14,397						11
Demand deposits—noninterest-bearing			28,800																		32,786																		(3,986)						(12)
All other liabilities			4,925																		5,028																		(103)						(2)
Total liabilities			178,117																		167,809																		10,308						6
Total Huntington shareholders’ equity			20,113																		18,741																		1,372						7
Non-controlling interest			48																		49																		(1)						(2)
Total equity			20,161																		18,790																		1,371						7
Total liabilities and equity			$	198,278																	$	186,599																	$	11,679					6		%
Net interest rate spread															2.30																		2.51
Impact of noninterest-bearing funds on margin															0.68																		0.69
Net interest margin/NII (FTE)									$	1,364					2.98		%										$	1,379					3.20		%

(1)FTE yields are calculated assuming a 21% tax rate.

(2)Yield/rates include the impact of applicable derivatives. Loan and lease and deposit average yield/rates also include impact of applicable non-deferrable and amortized fees.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

(4)Includes consumer certificates of deposit of $250,000 or more.

2024 3Q Form 10-Q 9

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Quarterly Net Interest Income

Net interest income for the third quarter of 2024 decreased $17 million, or 1%, from the third quarter of 2023. FTE net interest income, a non-GAAP financial measure, for the third quarter of 2024 decreased $15 million, or 1%, from the third quarter of 2023. The decrease in FTE net interest income primarily reflected a 22 basis point decrease in the FTE NIM to 2.98% and a $14.4 billion, or 11%, increase in average interest-bearing liabilities, partially offset by a $10.9 billion, or 6%, increase in average earning assets. The lower NIM was primarily driven by higher cost of funds given the higher interest rate environment and a $12.3 billion, or 11%, increase in interest-bearing deposits, partially offset by higher loan and lease and investment security yields.

Quarterly Average Balance Sheet

Average assets for the third quarter of 2024 were $198.3 billion, an increase of $11.7 billion, or 6%, from the third quarter of 2023, primarily due to increases in average total securities of $4.2 billion, or 10%, average loans and leases of $3.7 billion, or 3%, and average interest-earning deposits with banks of $3.0 billion, or 31%. The increase in average loans and leases was driven by growth in average consumer loans of $2.1 billion, or 4%, and average commercial loans and leases of $1.7 billion, or 2%.

Average liabilities for the third quarter of 2024 increased $10.3 billion, or 6%, from the third quarter of 2023, primarily due to increases in average deposits of $8.3 billion, or 6%, and in total borrowings of $2.1 billion, or 14%. Average deposits increased due to an increase in average interest-bearing deposits of $12.3 billion, or 11%, partially offset by a decrease in noninterest-bearing deposits of $4.0 billion, or 12%. The increase in average interest-bearing deposits was primarily due to increases in average money market deposits and certificates of deposits, partially offset by decreases in savings and other domestic deposits. The increase in total borrowings was primarily due to the addition of auto securitization trust in the first quarter of 2024 and the normal management of funding needs.

Average shareholders’ equity for the third quarter of 2024 increased $1.4 billion, or 7%, from the third quarter of 2023, primarily due to the benefit from a decrease in average accumulated other comprehensive loss and earnings, net of dividends.

10 Huntington Bancshares Incorporated

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Table 3 - Consolidated YTD Average Balance Sheets and Net Interest Margin
			Nine Months Ended September 30, 2024																		Nine Months Ended September 30, 2023
			Average						Interest Income/Expense						Yield/						Average						Interest Income/Expense						Yield/						Change in Average Balances
(dollar amounts in millions)			Balances						(FTE) (1)						Rate (2)						Balances						(FTE) (1)						Rate (2)						Amount						Percent
Assets:
Interest-earning deposits with banks			$	11,141					$	462					5.53		%				$	9,071					$	353					5.19		%				$	2,070					23		%
Securities:
Trading account securities			137						5						4.52						61						2						4.98						76						125
Available-for-sale securities:
Taxable			24,049						949						5.26						20,702						743						4.79						3,347						16
Tax-exempt			2,686						103						5.12						2,731						99						4.79						(45)						(2)
Total available-for-sale securities			26,735						1,052						5.25						23,433						842						4.79						3,302						14
Held-to-maturity securities—taxable			15,285						281						2.45						16,696						303						2.42						(1,411)						(8)
Other securities			777						30						5.09						1,003						40						5.37						(226)						(23)
Total securities			42,934						1,368						4.25						41,193						1,187						3.84						1,741						4
Loans held for sale			569						29						6.77						548						25						6.13						21						4
Loans and leases: (3)
Commercial:
Commercial and industrial			51,517						2,470						6.30						49,559						2,208						5.88						1,958						4
Commercial real estate			12,155						700						7.57						13,323						729						7.21						(1,168)						(9)
Lease financing			5,111						247						6.35						5,137						212						5.44						(26)						(1)
Total commercial			68,783						3,417						6.53						68,019						3,149						6.10						764						1
Consumer:
Residential mortgage			23,898						700						3.91						22,793						603						3.53						1,105						5
Automobile			13,044						521						5.33						12,971						408						4.20						73						1
Home equity			10,072						590						7.83						10,173						563						7.40						(101)						(1)
RV and marine			5,968						229						5.13						5,554						194						4.67						414						7
Other consumer			1,511						134						11.78						1,341						115						11.49						170						13
Total consumer			54,493						2,174						5.33						52,832						1,883						4.76						1,661						3
Total loans and leases			123,276						5,591						6.00						120,851						5,032						5.52						2,425						2
Total earning assets			177,920						7,450						5.59						171,663						6,597						5.14						6,257						4
Cash and due from banks			1,413																		1,598																		(185)						(12)
Goodwill and other intangible assets			5,686																		5,738																		(52)						(1)
All other assets			11,671																		10,594																		1,077						10
Allowance for loan and lease losses			(2,295)																		(2,174)																		(121)						(6)
Total assets			$	194,395																	$	187,419																	$	6,976					4		%
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Demand deposits—interest-bearing			$	39,501					$	634					2.14		%				$	40,058					$	498					1.66		%				$	(557)					(1)		%
Money market deposits			48,240						1,306						3.61						39,181						754						2.57						9,059						23
Savings and other domestic deposits			16,281						35						0.29						18,818						15						0.11						(2,537)						(13)
Core certificates of deposit (4)			13,905						491						4.72						8,659						245						3.79						5,246						61
Other domestic deposits of $250,000 or more			455						15						4.33						326						8						3.27						129						40
Negotiable CDs, brokered and other deposits			5,783						228						5.27						4,650						169						4.85						1,133						24
Total interest-bearing deposits			124,165						2,709						2.91						111,692						1,689						2.02						12,473						11
Short-term borrowings			1,112						52						6.22						3,478						151						5.80						(2,366)						(68)
Long-term debt			14,936						700						6.25						13,700						603						5.87						1,236						9
Total interest-bearing liabilities			140,213						3,461						3.30						128,870						2,443						2.53						11,343						9
Demand deposits—noninterest-bearing			29,444																		34,933																		(5,489)						(16)
All other liabilities			5,160																		4,960																		200						4
Total liabilities			174,817																		168,763																		6,054						4
Total Huntington shareholders’ equity			19,529																		18,607																		922						5
Non-controlling interest			49																		49																		—						—
Total equity			19,578																		18,656																		922						5
Total liabilities and shareholders’ equity			$	194,395																	$	187,419																	$	6,976					4		%
Net interest rate spread															2.29																		2.61
Impact of noninterest-bearing funds on margin															0.71																		0.63
Net interest margin/NII									$	3,989					3.00		%										$	4,154					3.24		%

(1)FTE yields are calculated assuming a 21% tax rate.

(2)Average yield rates include the impact of applicable derivatives. Loan and lease and deposit average yield rates also include impact of applicable non-deferrable and amortized fees.

(3)For purposes of this analysis, NALs are reflected in the average balances of loans and leases.

(4)Includes consumer certificates of deposit of $250,000 or more.

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Year to Date Net Interest Income

Net interest income for the first nine-month period of 2024 decreased $173 million, or 4%, from the year-ago period. FTE net interest income, a non-GAAP financial measure, for the first nine-month period of 2024 decreased $165 million, or 4%, from the year-ago period. The decrease in FTE net interest income reflected a 24 basis point decrease in the FTE NIM to 3.00% and a $11.3 billion, or 9%, increase in interest-bearing liabilities, partially offset by a $6.3 billion, or 4%, increase in average total earning assets. The NIM compression was primarily due to the higher rate environment driving higher cost of funds, partially offset by an increase in loans and lease and investment security yields.

Year to Date Average Balance Sheet

Average assets for the first nine-month period of 2024 were $194.4 billion, an increase of $7.0 billion, or 4%, from the year-ago period, primarily due to increases in average loans and leases of $2.4 billion, or 2%, interest-earning deposits with banks of $2.0 billion, or 23%, and total securities of $1.7 billion, or 4%. The increase in average loans and leases included growth in average consumer loans of $1.7 billion, or 3%, and average commercial loans and leases of $764 million, or 1%.

Average liabilities for the first nine-month period of 2024 increased $6.1 billion, or 4%, from the year-ago period, primarily due to an increase in average deposits. Total average deposits increased $7.0 billion, or 5%, due to an increase in average interest-bearing deposits of $12.5 billion, or 11%, partially offset by a decrease in noninterest-bearing deposits of $5.5 billion, or 16%. The increase in average interest-bearing deposits was driven by increases in average money market deposits and certificates of deposits, partially offset by a decrease in savings and other domestic deposits.

Average shareholders’ equity for the first nine-month period of 2024 increased $922 million, or 5%, from the year-ago period primarily due to earnings, net of dividends, and the benefit from a decrease in average accumulated other comprehensive loss.

Provision for Credit Losses

(This section should be read in conjunction with the “Credit Risk” section.)

The provision for credit losses for the third quarter of 2024 was $106 million, an increase of $7 million, or 7%, compared to the third quarter of 2023. Provision for credit losses for the first nine-month period of 2024 was $313 million, an increase of $37 million, or 13%, compared to the year-ago period. The increase over the prior year-to-date period reflects increased charge-off activity in the current year partially offset by a slightly higher allowance build in the year-ago period. Overall coverage ratios remain reflective of the current macroeconomic environment including recognition of near-term recessionary risks.

The components of the provision for credit losses were as follows:

Table 4 - Provision for Credit Losses
			Three Months Ended												Nine Months Ended
(dollar amounts in millions)			September 30, 2024						September 30, 2023						September 30, 2024						September 30, 2023
Provision for loan and lease losses			$	24					$	104					$	255					$	266
Provision (benefit) for unfunded lending commitments			82						(5)						56						10
Provision for securities			—						—						2						—
Total provision for credit losses			$	106					$	99					$	313					$	276

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Noninterest Income

The following table reflects noninterest income for each of the periods presented:

Table 5 - Noninterest Income
			Three Months Ended																		Nine Months Ended
			September 30,						September 30,						Change						September 30,						September 30,						Change
(dollar amounts in millions)			2024						2023						Percent						2024						2023						Percent
Payments and cash management revenue			$	158					$	152					4		%				$	458					$	435					5		%
Wealth and asset management revenue			93						79						18						271						242						12
Customer deposit and loan fees			86						80						8						246						232						6
Capital markets and advisory fees			78						52						50						207						179						16
Leasing revenue			19						32						(41)						60						83						(28)
Mortgage banking income			38						27						41						99						86						15
Insurance income			18						18						—						55						55						—
Bank owned life insurance income			20						18						11						53						50						6
Gain on sale of loans			7						2						250						14						13						8
Net gains (losses) on sales of securities			—						—						—						—						(4)						NM
Other noninterest income			6						49						(88)						18						145						(88)
Total noninterest income			$	523					$	509					3		%				$	1,481					$	1,516					(2)		%

Noninterest income for the third quarter of 2024 was $523 million, an increase of $14 million, or 3%, from the year-ago quarter. Capital markets and advisory fees increased $26 million, or 50%, primarily due to higher underwriting and interest rate derivative fees. Wealth and asset management revenue increased $14 million, or 18%, reflecting an increase in assets under management and higher fixed annuity commissions. Mortgage banking income increased $11 million, or 41%, primarily due to higher saleable spreads. Payments and cash management revenue increased $6 million, or 4%, primarily reflecting higher card and merchant acquiring transaction revenue. Customer deposit and loan fees increased $6 million, or 8%, primarily due to higher loan commitment fees. Partially offsetting these increases, other noninterest income decreased $43 million, or 88%. Other noninterest income in the third quarter of 2023 included a $33 million favorable mark-to-market on pay-fixed swaptions, while the third quarter of 2024 included $8 million of contra-revenue related to premium costs and mark-to-market associated with credit risk transfer transactions. Leasing revenue also decreased $13 million, or 41%, driven by lower income from terminated leases.

Noninterest income for the first nine-month period of 2024 decreased $35 million, or 2%, from the year-ago period. Other noninterest income decreased $127 million, or 88%, primarily due to a $57 million gain on the sale of our RPS business and an $18 million favorable mark-to-market on pay-fixed swaptions recognized in the first nine-month period of 2023, and $19 million of contra-revenue related to premium costs and mark-to-market associated with credit risk transfer transactions recognized in the first nine-month period of 2024. Leasing revenue decreased $23 million, or 28%, driven by lower income on terminated leases and operating lease income. Partially offsetting these decreases, wealth and asset management revenue increased $29 million, or 12%, reflecting higher fixed annuity commissions and an increase in assets under management. Capital markets and advisory fees increased $28 million, or 16%, primarily due to higher underwriting fees. Payments and cash management revenue increased $23 million, or 5%, reflecting higher commercial treasury management and card transaction revenue. Customer deposit and loan fees increased $14 million, or 6%, primarily reflecting higher deposit fees. Mortgage banking income increased $13 million, or 15%, primarily reflecting increases in net servicing income and saleable spreads.

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Noninterest Expense

The following table reflects noninterest expense for each of the periods presented:

Table 6 - Noninterest Expense
			Three Months Ended																					Nine Months Ended
			September 30,						September 30,						Change									September 30,						September 30,						Change
(dollar amounts in millions)			2024						2023						Percent															2024						2023						Percent
Personnel costs			$	684					$	622					10		%													$	1,986					$	1,884					5		%
Outside data processing and other services			167						149						12															498						448						11
Deposit and other insurance expense			15						25						(40)															94						68						38
Equipment			65						65						—															197						193						2
Net occupancy			57						67						(15)															165						181						(9)
Marketing			33						29						14															88						86						2
Professional services			21						27						(22)															72						64						13
Amortization of intangibles			11						12						(8)															35						38						(8)
Lease financing equipment depreciation			4						6						(33)															12						22						(45)
Other noninterest expense			73						88						(17)															237						242						(2)
Total noninterest expense			$	1,130					$	1,090					4		%													$	3,384					$	3,226					5		%
Number of employees (average full-time equivalent)			20,043						19,826						1		%													19,896						20,073						(1)		%

Noninterest expense for the third quarter of 2024 was $1.1 billion, an increase of $40 million, or 4%, from the year-ago quarter. Personnel costs increased $62 million, or 10%, primarily due to higher salary, benefit, and incentive compensation expense. Outside data processing and other services increased $18 million, or 12%, reflecting higher technology and data expense. Partially offsetting these increases, other noninterest expense decreased $15 million, or 17%, largely due to a gain from the call of subordinated debt and lower franchise and other taxes, deposit and other insurance expense decreased $10 million, or 40%, primarily due to $7 million of expense reduction attributable to the FDIC DIF special assessment, and net occupancy expense decreased $10 million, or 15%, primarily due to a decrease in corporate real estate consolidation expense.

Noninterest expense for the first nine-month period of 2024 increased $158 million, or 5%, from the year-ago period. Personnel costs increased $102 million, or 5%, primarily due to increases in salary, incentive compensation, and benefit expense, partially offset by a $31 million decrease in severance expense related to staffing efficiencies. Outside data processing increased $50 million, or 11%, primarily due to higher technology and data expense. Deposit and other insurance expense increased $26 million, or 38%, primarily due to $31 million of additional expense attributable to the FDIC DIF special assessment. Partially offsetting these increases, lease financing equipment depreciation expense decreased $10 million, or 45%.

Provision for Income Taxes

The provision for income taxes in the third quarter of 2024 was $116 million, compared to $136 million in the third quarter of 2023. The provision for income taxes for the nine-month periods ended September 30, 2024 and September 30, 2023 was $308 million and $414 million, respectively. All periods included the benefits from general business credits, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects. The effective tax rate for the third quarter of 2024 and third quarter of 2023 was 18.2% and 19.7%, respectively. The effective tax rates for the nine-month periods ended September 30, 2024 and September 30, 2023 were 17.8% and 19.4%, respectively. The variances between the third quarter of 2024 compared to the third quarter of 2023 related primarily to lower pretax income and capital losses. The variances between the nine-month period ended September 30, 2024 compared to the nine-month period ended September 30, 2023 related primarily to lower pretax income, stock-based compensation, and discrete tax benefits.

The net federal deferred tax asset was $515 million, and the net state deferred tax asset was $80 million at September 30, 2024.

We file income tax returns with the IRS and various state, city, and foreign jurisdictions. Federal income tax audits have been completed for tax years through 2016. Also, with few exceptions, the Company is no longer subject to state and local income tax examinations for tax years before 2019.

14 Huntington Bancshares Incorporated

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RISK MANAGEMENT AND CAPITAL

Risk awareness, identification and assessment, reporting, and active management are key elements in overall risk management. Controls include, among others, effective segregation of duties, access management, and authorization and reconciliation procedures, as well as staff education and a disciplined assessment process. We use a multi-faceted approach to risk governance. It begins with the Board of Directors, which has defined our risk appetite as aggregate moderate-to-low, through-the-cycle.

We classify / aggregate risk into seven risk pillars: credit, market, liquidity, operational, compliance, strategic, and reputation. More information on risk can be found in Item 1A Risk Factors below, the Risk Factors section included in Item 1A of our 2023 Annual Report on Form 10-K and subsequent filings with the SEC. The MD&A included in our 2023 Annual Report on Form 10-K should be read in conjunction with this MD&A, as this discussion provides only material updates to the 2023 Annual Report on Form 10-K. This MD&A should also be read in conjunction with the Unaudited Consolidated Financial Statements, Notes to Unaudited Consolidated Financial Statements, and other information contained in this report. Our definition, philosophy, and approach to risk management have not materially changed from the discussion presented in the 2023 Annual Report on Form 10-K.

Credit Risk

Credit risk is the risk of financial loss if a counterparty is not able to meet the agreed upon terms of the financial obligation. The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. We also have credit risk associated with our investment securities portfolios (see Note 3 - “Investment Securities and Other Securities” of the Notes to the Unaudited Consolidated Financial Statements). We engage with other financial counterparties for a variety of purposes including investing, asset and liability management, mortgage banking, and trading activities. A variety of derivative financial instruments, principally interest rate swaps, caps, swaptions, swaption collars, floors, forward contracts, and forward starting interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements. We also use derivatives, principally loan sale commitments, in hedging our mortgage loan interest rate lock commitments and mortgage loans held for sale. While there is credit risk associated with derivative activity, we believe this exposure is minimal.

We focus on the early identification, monitoring, and management of all aspects of our credit risk. In addition to the traditional credit risk mitigation strategies of credit policies and processes, market risk management activities, and portfolio diversification, we use quantitative measurement capabilities that utilize external data sources, enhanced modeling technology, and internal stress testing processes. Our disciplined portfolio management processes are central to our commitment to maintaining an aggregate moderate-to-low, through-the-cycle risk appetite. In our efforts to identify risk mitigation techniques, we have focused on product design features, origination policies, and solutions for delinquent or stressed borrowers.

Loan and Lease Credit Exposure Mix

Refer to the “Loan and Lease Credit Exposure Mix” section of our 2023 Annual Report on Form 10-K for a description of each portfolio segment.

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At September 30, 2024, our loans and leases totaled $126.4 billion, representing a $4.4 billion, or 4%, increase compared to $122.0 billion at December 31, 2023.

The table below provides the composition of our total loan and lease portfolio:

Table 7 - Loan and Lease Portfolio Composition
(dollar amounts in millions)			At September 30, 2024												At December 31, 2023
Commercial:
Commercial and industrial			$	53,601					43		%				$	50,657					42		%
Commercial real estate			11,543						9						12,422						10
Lease financing			5,342						4						5,228						4
Total commercial			70,486						56						68,307						56
Consumer:
Residential mortgage			24,100						19						23,720						20
Automobile			14,003						11						12,482						10
Home equity			10,129						8						10,113						8
RV and marine			6,042						5						5,899						5
Other consumer			1,627						1						1,461						1
Total consumer			55,901						44						53,675						44
Total loans and leases			$	126,387					100		%				$	121,982					100		%

Our loan and lease portfolio is a managed mix of consumer and commercial credits. We manage the overall credit exposure and portfolio composition via a credit concentration policy. The policy designates specific loan types, collateral types, and loan structures to be formally tracked and assigned maximum exposure limits as a percentage of capital. Commercial lending by NAICS categories, specific limits for CRE project types, loans secured by residential real estate, large dollar exposures, and designated high risk loan categories represent examples of specifically tracked components of our concentration management process. There are no identified concentrations that exceed the assigned exposure limit. Our concentration management policy is approved by the ROC and is used to ensure a high quality, well-diversified portfolio that is consistent with our overall objective of maintaining an aggregate moderate-to-low, through-the-cycle risk appetite. Changes to existing concentration limits, incorporating specific information relating to the potential impact on the overall portfolio composition and performance metrics, require the approval of the ROC prior to implementation.

16 Huntington Bancshares Incorporated

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The table below provides our total loan and lease portfolio segregated by industry type:

Table 8 - Loan and Lease Portfolio by Industry Type
(dollar amounts in millions)			At September 30, 2024												At December 31, 2023
Commercial loans and leases:
Real estate and rental and leasing (1)			$	15,505					13		%				$	15,897					13		%
Retail trade (2)			11,682						9						11,417						9
Manufacturing			7,350						6						7,183						6
Finance and insurance (1)			6,602						5						5,025						4
Health care and social assistance (1)			4,775						4						4,464						4
Wholesale Trade			3,823						3						3,647						3
Accommodation and food services			3,150						2						3,107						3
Transportation and warehousing			3,108						2						3,107						3
Utilities			2,000						2						2,533						2
Professional, scientific, and technical services			1,951						2						2,035						2
Other Services			1,930						2						1,864						2
Construction			1,811						1						1,738						1
Admin./Support/Waste Mgmt. and Remediation Services			1,701						1						1,498						1
Arts, entertainment, and recreation			1,496						1						1,366						1
Information			1,458						1						1,291						1
Public administration			647						1						704						1
Educational Services			502						1						448						—
Agriculture, forestry, fishing, and hunting			440						—						454						—
Management of companies and enterprises			239						—						122						—
Mining, quarrying, and oil and gas extraction			136						—						102						—
Unclassified/other			180						—						305						—
Total commercial loans and leases by industry category			70,486						56						68,307						56
Residential mortgage			24,100						19						23,720						20
Automobile			14,003						11						12,482						10
Home equity			10,129						8						10,113						8
RV and marine			6,042						5						5,899						5
Other consumer loans			1,627						1						1,461						1
Total loans and leases			$	126,387					100		%				$	121,982					100		%

(1) Non-real estate secured commercial loans to REITs, which are classified in the C&I loan category, are included in the real estate, finance and insurance, and health care industry types.

(2) Amounts include $4.1 billion and $3.3 billion of auto dealer services loans at September 30, 2024 and December 31, 2023, respectively.

The following tables present our commercial real estate portfolio by property-type and geographic location.

Table 9 - Commercial Real Estate Portfolio by Property-type
			At September 30, 2024												At December 31, 2023
(dollar amounts in millions)			Amount by Property-Type						% of Total Loans and Leases						Amount by Property-Type						% of Total Loans and Leases
Multi-family			$	4,524					3		%				$	4,708					4		%
Warehouse/Industrial			1,954						2						2,029						2
Office			1,601						1						1,825						1
Retail			1,580						1						1,725						1
Hotel			853						1						938						1
Other			1,031						1						1,197						1
Total commercial real estate loans and leases			$	11,543					9		%				$	12,422					10		%

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Table 10 - Commercial Real Estate Portfolio by Geographic Location
			At September 30, 2024												At December 31, 2023
(dollar amounts in millions)			Amount by Location (1)						% of Total CRE loans and leases						Amount by Location (1)						% of Total CRE loans and leases
Ohio			$	2,228					19		%				$	2,364					19		%
Michigan			2,183						19						2,498						20
Florida			823						7						733						6
Illinois			731						6						904						7
Texas			619						5						605						5
Virginia			427						4						393						3
Georgia			422						4						368						3
Minnesota			419						4						462						4
Pennsylvania			407						4						358						3
Colorado			399						3						398						3
Other			2,885						25						3,339						27
Total commercial real estate loans and leases			$	11,543					100		%				$	12,422					100		%

(1) Geographic location based on location of underlying collateral.

Our CRE portfolio totaled $11.5 billion at September 30, 2024, a decrease of $879 million, or 7%, compared to December 31, 2023, driven by loan pay-offs and low demand for new originations. The CRE portfolio had an associated allowance coverage of 4.4% and 4.2% at September 30, 2024 and December 31, 2023, respectively.

With remote work options leading to increased vacancy rates and underutilization of office space across the country, the office sector continues to be an area of uncertainty. Our office portfolio, which is predominantly suburban and multi-tenant loans, totaled $1.6 billion, or 1% of total loans and leases, as of September 30, 2024, compared to $1.8 billion, or 1% of total loans and leases, at December 31, 2023. We have established ACL reserves of approximately 11% for our CRE office portfolio as of September 30, 2024, compared to approximately 10% at December 31, 2023. At September 30, 2024, there was $31 million of outstanding balances in the office portfolio that were 30 or more days past due.

Credit Quality

(This section should be read in conjunction with Note 4 - “Loans and Leases” and Note 5 - “Allowance for Credit Losses” of the Notes to Unaudited Consolidated Financial Statements.)

We believe the most meaningful way to assess overall credit quality performance is through an analysis of specific performance ratios. This approach forms the basis of the discussion in the sections immediately following: NPAs, NALs, ACL, and NCOs. In addition, we utilize delinquency rates, risk distribution and migration patterns, product segmentation, and origination trends in the analysis of our credit quality performance.

Credit quality performance in the third quarter of 2024 reflected NCOs of $93 million, or 0.30% of average total loans and leases, annualized, an increase of $20 million, compared to $73 million, or 0.24%, in the year-ago quarter. The increase reflects an $11 million increase in consumer NCOs to $39 million and a $9 million increase in commercial NCOs to $54 million in the third quarter of 2024. NPAs increased from December 31, 2023 by $73 million, or 10%, primarily driven by a $64 million increase in commercial and industrial NALs.

NPAs and NALs

Commercial loans and leases are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt. Of the $549 million of commercial related NALs at September 30, 2024, $267 million, or 49%, represented loans and leases that were less than 30-days past due, demonstrating our continued commitment to proactive credit risk management.

18 Huntington Bancshares Incorporated

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The following table reflects period-end NALs and NPAs detail:

Table 11 - Nonaccrual Loans and Leases and Nonperforming Assets
(dollar amounts in millions)			At September 30, 2024						At December 31, 2023
Nonaccrual loans and leases (NALs):
Commercial and industrial			$	408					$	344
Commercial real estate			132						140
Lease financing			9						14
Residential mortgage			82						72
Automobile			5						4
Home equity			100						91
RV and marine			2						2
Total nonaccrual loans and leases			738						667
Other real estate, net			8						10
Other NPAs (1)			38						34
Total nonperforming assets			$	784					$	711
Nonaccrual loans and leases as a % of total loans and leases			0.58		%				0.55		%
NPA ratio (2)			0.62						0.58

(1) Other nonperforming assets include certain impaired investment securities and/or nonaccrual loans held-for-sale.

(2) Nonperforming assets divided by the sum of loans and leases, other real estate owned, and other NPAs.

ACL

The baseline scenario used in the September 30, 2024 ACL determination assumes the labor market has softened with the unemployment rate peaking at 4.2% in the third quarter of this year. Marginal improvement is expected moving forward with unemployment returning to 4.0% by 2026. The Federal Reserve is projected to enter into a cycle of rate cuts, with regular cuts forecast throughout the remainder of 2024 through 2026 until reaching 3% by 2027. Inflation is forecasted to approach the Federal Reserve’s target level of 2% by the end of 2024 and stabilize in 2025. The GDP is forecasted to continue to slow from 1.8% in the third quarter to 1.5% by the end of 2024. GDP is then forecasted to show marginal improvement throughout 2025, ending the fourth quarter of 2025 at 1.7%.

Management uses a probability-weighted approach that incorporates a baseline, an adverse, and a more favorable economic scenario when formulating the quantitative estimate for the allowance. The table below is intended to show how the forecasted path of unemployment and GDP in the baseline scenario has changed since the end of 2023:

Table 12 - Forecasted Key Macroeconomic Variables
			2023						2024												2025
Baseline scenario forecast			Q4						Q2						Q4						Q2						Q4
Unemployment rate (1)
4Q 2023			3.8		%				3.9		%				4.0		%				4.1		%				4.0		%
3Q 2024			N/A						N/A						4.1						4.1						4.1
Gross Domestic Product (1)
4Q 2023			0.8		%				1.2		%				1.5		%				1.9		%				2.2		%
3Q 2024			N/A						N/A						1.5						1.7						1.7

(1) Values reflect the baseline scenario forecast inputs for each period presented, not updated for subsequent actual amounts.

Management continues to assess the uncertainty in the macroeconomic environment, including ongoing risks in the commercial real estate environment, current inflation levels, political uncertainty, and geopolitical instability, considering multiple macroeconomic forecasts that reflect a range of possible outcomes. While we have incorporated estimates of economic uncertainty into our ACL, the ultimate impact that specific challenges will have on the economy remains unknown, including those related to the commercial real estate industry, recent inflation levels, higher interest rates, and the significant conflicts on-going around the world.

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Management develops additional analytics to support adjustments to our modeled results. Our Allowance for Credit Loss Development Methodology Committee reviewed model results of each economic scenario for appropriate usage, concluding that the quantitative transaction reserve will continue to utilize scenario weighting. Given the uncertainty associated with key economic scenario assumptions, the September 30, 2024 ACL included a general reserve that consists of various risk profile components, including profiles to capture uncertainty not addressed within the quantitative transaction reserve.

Our ACL evaluation process includes the on-going assessment of credit quality metrics and a comparison of certain ACL benchmarks to current performance.

The table below reflects the allocation of our ALLL among our various loan and lease categories as well as certain coverage metrics of the reported ALLL and ACL:

Table 13 - Allocation of Allowance for Credit Losses
(dollar amounts in millions)			At September 30, 2024																		At December 31, 2023
			Allocation of Allowance						% of Total ALLL						% of Total Loans and Leases (1)						Allocation of Allowance						% of Total ALLL						% of Total Loans and Leases (1)
Commercial
Commercial and industrial			$	937					42		%				43		%				$	993					44		%				42		%
Commercial real estate			510						23						9						522						23						10
Lease financing			51						2						4						48						2						4
Total commercial			1,498						67						56						1,563						69						56
Consumer
Residential mortgage			193						8						19						188						8						20
Automobile			138						6						11						142						7						10
Home equity			149						7						8						114						5						8
RV and marine			150						7						5						148						7						5
Other consumer			107						5						1						100						4						1
Total consumer			737						33						44						692						31		%				44		%
Total ALLL			2,235																		2,255
AULC			201																		145
Total ACL			$	2,436																	$	2,400
Total ALLL as a % of
Total loans and leases			1.77		%																1.85		%
Nonaccrual loans and leases			303																		338
NPAs			285																		317
Total ACL as % of
Total loans and leases			1.93		%																1.97		%
Nonaccrual loans and leases			330																		360
NPAs			311																		337

(1)Percentages represent the percentage of each loan and lease category to total loans and leases.

The ACL was $2.4 billion, or 1.93% of total loans and leases, at September 30, 2024, compared to $2.4 billion, or 1.97% of total loans and leases, at December 31, 2023. The marginal absolute increase in the total ACL was driven by loan and lease portfolio growth during the first nine months of 2024. The reduction in the ACL coverage ratio at September 30, 2024 is reflective of the current macro-economic environment and changes in various risk profiles intended to capture uncertainty not addressed within the quantitative reserve.

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NCOs

The table below reflects NCO detail for each of the periods presented:

Table 14 - Net Charge-off Analysis
			Three Months Ended												Nine Months Ended
(dollar amounts in millions)			September 30, 2024																								September 30, 2023						September 30, 2024						September 30, 2023
Net charge-offs (recoveries) by loan and lease type:
Commercial:
Commercial and industrial			$	51																							$	32					$	114					$	68
Commercial real estate			5																								11						54						36
Lease financing			(2)																								2						(2)						(3)
Total commercial			54																								45						166						101
Consumer:
Residential mortgage			—																								1						1						2
Automobile			8																								4						23						12
Home equity			(1)																								—						(1)						(1)
RV and marine			6																								3						15						7
Other consumer			26																								20						71						58
Total consumer			39																								28						109						78
Total net charge-offs			$	93																							$	73					$	275					$	179
Net charge-offs (recoveries) - annualized percentages:
Commercial:
Commercial and industrial			0.39		%																						0.26		%				0.29		%				0.18		%
Commercial real estate			0.17																								0.35						0.59						0.37
Lease financing			(0.18)																								0.12						(0.05)						(0.08)
Total commercial			0.31																								0.27						0.32						0.20
Consumer:
Residential mortgage			—																								0.01						—						0.01
Automobile			0.24																								0.14						0.24						0.13
Home equity			(0.02)																								(0.01)						—						(0.02)
RV and marine			0.37																								0.16						0.33						0.16
Other consumer			6.38																								6.09						6.25						5.88
Total consumer			0.28																								0.21						0.27						0.20
Net charge-offs as a % of average loans and leases			0.30		%																						0.24		%				0.30		%				0.20		%

NCOs were an annualized 0.30% of average loans and leases in the third quarter of 2024, up from 0.24% in the year-ago quarter, reflecting the continued normalization of net charge-offs. NCOs for commercial loans and leases and consumer loans were higher, with annualized commercial loan and lease NCOs of 0.31% in the third quarter of 2024, compared to 0.27% in the year-ago quarter, and annualized consumer loan NCOs of 0.28% in the third quarter of 2024, compared to 0.21% in the year-ago quarter.

NCOs were an annualized 0.30% of average loans and leases for the first nine-month period of 2024, up from 0.20% in the year ago period. NCOs for the commercial loans and leases and consumer loans were higher, with annualized commercial loan and lease NCOs of 0.32% in the current period, compared to 0.20% in the year-ago period, and annualized consumer loan NCOs of 0.27% in the current period, compared to 0.20% in the year-ago period.

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Market Risk

Market risk refers to potential losses arising from changes in interest rates, credit spreads, foreign exchange rates, equity prices, and commodity prices, including the correlation among these factors and their volatility. When the value of an instrument is tied to such external factors, the holder faces market risk. We are primarily exposed to interest rate risk as a result of offering a wide array of financial products to our customers and secondarily to price risk from trading securities, securities owned by our broker-dealer subsidiaries, foreign exchange positions, equity investments, and investments in securities backed by mortgage loans.

We measure market risk exposure via financial simulation models, which provide management with insights on the potential impact to net interest income and other key metrics as a result of changes in market interest rates. Models are used to simulate cash flows and accrual characteristics of the balance sheet based on assumptions regarding the slope or shape of the yield curve, the direction and volatility of interest rates, and the changing composition and characteristics of the balance sheet resulting from strategic objectives and customer behavior. Our models incorporate market-based assumptions that include the impact of changing interest rates on prepayment rates of assets and runoff rates of deposits. The models also include our projections of the future volume and pricing of various business lines.

In measuring the financial risks associated with interest rate sensitivity in our balance sheet, we compare a set of alternative interest rate scenarios to the results of a base case scenario derived using market forward rates. The market forward rates reflect the market consensus regarding the future level and slope of the yield curve across a range of tenor points. The standard set of interest rate scenarios includes two types: “shock” scenarios which are immediate parallel rate shifts, and “ramp” scenarios where the parallel shift is applied gradually over the first 12 months of the forecast on a pro rata basis. In both shock and ramp scenarios with falling rates, we presume that market rates will not go below 0%. The scenarios are inclusive of all executed interest rate risk hedging activities. Forward starting hedges are included to the extent that they have been transacted and that they start within the measurement horizon.

A key driver of our interest rate risk profile is our interest-bearing deposit repricing sensitivity assumptions to changes in interest rates, otherwise known as deposit beta. In addition, our interest expense is impacted by the composition of both interest-bearing and noninterest-bearing deposits in relation to our total deposits. Accordingly, we consider the impacts from both interest-bearing and noninterest-bearing deposits on our total deposit beta. Our cumulative to-date total deposit beta (total cost of deposits) is 46% through the most recent rising rate cycle, which started in March 2022 and concluded in September 2024.

We use two approaches to model interest rate risk: Net interest income at risk (NII at Risk) and economic value of equity at risk modeling sensitivity analysis (EVE at Risk).

NII at Risk is used by management to measure the risk and impact to earnings over the next 12 months, using a variety of interest rate scenarios. The NII at Risk results included in the table below reflect the analysis used monthly by management. It models gradual “ramp” -200, -100, +100 and +200 basis point parallel shift scenarios, implied by the forward yield curve over the next 12 months.

Table 15 - Net Interest Income at Risk
			At September 30, 2024																		At December 31, 2023
			Federal Funds Rate (1)																		Federal Funds Rate (1)
Basis point change scenario			Starting Point (2)						Month 12 (3)						NII at Risk (%)						Starting Point (2)						Month 12 (3)						NII at Risk (%)
+200			5.00		%				5.00		%				2.7		%				5.50		%				5.75		%				5.5		%
+100			5.00						4.00						1.4						5.50						4.75						3.0
Base			5.00						3.00						—						5.50						3.75						—
-100			5.00						2.00						-1.6						5.50						2.75						-2.8
-200			5.00						1.00						-3.5						5.50						1.75						-5.6

(1)Represents the upper bound.

(2)Represents the spot federal funds rate.

(3)Represents the federal funds rate in month 12 given a gradual, parallel “ramp” relative to the base implied forward scenario.

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The NII at Risk shows that the balance sheet is asset sensitive at both September 30, 2024, and December 31, 2023. The primary drivers to the change in sensitivity include current and projected balance sheet composition over the simulation horizon, including longer securities portfolio reinvestment duration and executed hedging activity.

EVE at Risk is used by management to measure the impact of interest rate changes on the net present value of assets and liabilities, including derivative exposures. The EVE results included in the table below reflect the analysis used monthly by management. It models immediate -200, -100, +100 and +200 basis point parallel “shock” scenarios from the yield curve term points at the specific point in time that EVE sensitivity is measured.

Table 16 - Economic Value of Equity at Risk
			Economic Value of Equity at Risk (%)
Basis point change scenario			-200						-100												+100						+200
At September 30, 2024			-2.6		%				0.7		%										-3.6		%				-9.2		%
At December 31, 2023			0.1						1.6												-3.8						-8.8

The change in sensitivity from December 31, 2023 was driven primarily by market rates, ongoing balance sheet modeling assumption enhancements, such as updated credit spread discounting methodology and BOLI sensitivity measurement, and changes to actual balance sheet composition.

Use of Derivatives to Manage Interest Rate Risk

An integral component of our interest rate risk management strategy is the use of derivative instruments to minimize significant fluctuations in earnings caused by changes in market interest rates. A variety of derivative financial instruments, principally interest rate swaps, caps, swaptions, swaption collars, floors, forward contracts, and forward starting interest rate swaps, are used in asset and liability management activities to protect against the risk of adverse price or interest rate movements.

Table 17 shows all swap and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates. The interest rate variability may impact either the fair value of the assets and liabilities or impact the cash flows attributable to net interest margin. These positions are used to protect the fair value of asset and liabilities by converting the contractual interest rate on a specified amount of assets and liabilities (i.e., notional amounts) to another interest rate index. The positions are also used to hedge the variability in cash flows attributable to the contractually specified interest rate by converting the variable rate index into a fixed rate. The volume, maturity, and mix of derivative positions change frequently as we adjust our broader interest rate risk management objectives and the balance sheet positions to be hedged. For further information, including the notional amount and fair values of these derivatives, refer to Note 13 - “Derivative Financial Instruments” of the Notes to Unaudited Consolidated Financial Statements.

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The following presents additional information about the interest rate swaps and floors used in Huntington’s asset and liability management activities.

Table 17 - Information on Asset Liability Management Instruments
									Weighted Average Maturity (years)												Weighted-Average Fixed Rate						Weighted-Average Reset Rate
(dollar amounts in millions)			Notional Value									Fair Value
At September 30, 2024
Asset conversion swaps
Securities (1):
Pay Fixed - Receive SOFR			$	10,711					2.36						$	423					1.38		%				5.37		%
Pay Fixed - Receive SOFR - forward starting (2)			928						7.71						16						2.81						—
Loans:
Receive Fixed - Pay SOFR			10,075						2.43						(132)						2.75						5.33
Receive Fixed - Pay SOFR - forward starting (3)			4,725						4.45						108						3.71						—
Liability conversion swaps
Receive Fixed - Pay SOFR			8,338						3.06						(42)						3.45						5.36
Receive Fixed - Pay SOFR - forward starting (3)			2,875						4.16						40						3.53						—
Purchased floor spreads (4)
Purchased Floor Spread - SOFR			6,000						2.08						57						2.79 / 3.87						—
Basis swaps (5)
Pay SOFR- Receive Fed Fund (economic hedges)			174						1.83						—						5.37						5.37
Pay Fed Fund - Receive SOFR (economic hedges)			1						11.06						—						5.41						5.33
Total swap portfolio			$	43,827											$	470
At December 31, 2023
Asset conversion swaps
Securities (1):
Pay Fixed - Receive SOFR			$	10,721					3.11						$	683					1.37		%				5.42		%
Pay Fixed - Receive SOFR - forward starting (2)			928						8.46						18						2.81						—
Loans:
Receive Fixed - Pay SOFR			9,275						3.06						(243)						2.77						5.34
Receive Fixed - Pay SOFR - forward starting (6)			1,400						4.20						(19)						2.90						—
Liability conversion swaps
Receive Fixed - Pay SOFR			7,568						3.40						(199)						2.95						5.14
Receive Fixed - Pay SOFR - forward starting (6)			2,125						3.16						45						4.33						—
Purchased floor spreads (4)
Purchased Floor Spread - SOFR			5,000						2.29						38						2.97/3.97						—
Purchased Floor Spread - SOFR forward starting (7)			1,000						5.54						26						1.88/3.38						—
Basis swaps (5)
Pay SOFR- Receive Fed Fund (economic hedges)			174						2.58						—						5.33						5.41
Pay Fed Fund - Receive SOFR (economic hedges)			1						11.81						—						5.45						5.33
Total swap portfolio			$	38,192											$	349

(1)Amounts include interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method.

(2)Forward starting swaps effective starting from April 2025 to October 2027.

(3)Forward starting swaps effective starting from January 2025 to June 2026.

(4)The weighted average fixed rates for floor spreads are the weighted average strike rates for the upper and lower bounds of the instruments.

(5)Basis swaps have variable pay and variable receive resets. Weighted average fixed fate column represents pay rate reset.

(6)Forward starting swaps effective starting April 2024 to January 2025.

(7)Forward starting floor spreads effective starting from May 2024 to September 2024.

Use of Derivatives to Manage Credit Risk

We may utilize credit derivatives as a tool to manage credit risk within the portfolio by purchasing credit protection over certain types of loan products. When we purchase credit protection, such as a CDS, we pay a fee to the seller, or CDS counterparty, in return for the right to receive a payment if a specified credit event occurs.

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MSRs

(This section should be read in conjunction with Note 6 - “Mortgage Loan Sales and Servicing Rights” of Notes to the Unaudited Consolidated Financial Statements.)

At September 30, 2024, we had a total of $515 million of capitalized MSRs representing the right to service $33.6 billion in mortgage loans.

MSR fair values are sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be reduced by prepayments and declines in credit quality. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise. We also employ hedging strategies to reduce the risk of MSR fair value changes or impairment. However, volatile changes in interest rates can diminish the effectiveness of these economic hedges. We report changes in the MSR value net of hedge-related trading activity in the mortgage banking income category of noninterest income.

MSR assets are included in servicing rights and other intangible assets in the Unaudited Consolidated Financial Statements.

Price Risk

Price risk represents the risk of loss arising from adverse movements in the prices of financial instruments that are carried at fair value and are subject to fair value accounting. We have price risk from trading securities, securities owned by our broker-dealer subsidiaries, foreign exchange positions, derivative instruments, and equity investments. We have established loss limits on the trading portfolio, on the amount of foreign exchange exposure that can be maintained, and on the amount of marketable equity securities that can be held.

Liquidity Risk

Liquidity risk is the possibility of us being unable to meet current and future financial obligations in a timely manner. The goal of liquidity management is to ensure adequate, stable, reliable, and cost-effective sources of funds to satisfy changes in loan and lease demand, unexpected levels of deposit withdrawals, investment opportunities, and other contractual obligations. We consider core earnings, strong capital ratios, and credit quality essential for maintaining high credit ratings, which allows us cost-effective access to market-based liquidity. We mitigate liquidity risk by maintaining liquid assets in the form of cash, cash equivalents, and securities. In addition, we maintain a large, stable core deposit base and a diversified base of readily available wholesale funding sources, including secured funding sources from the FHLB and Federal Reserve through pledged borrowing capacity, issuance through dealers in the capital markets, and access to certificates of deposit issued through brokers.

The Board of Directors is responsible for establishing an acceptable level of liquidity risk at Huntington, including approval of the liquidity risk appetite at least annually. The liquidity risk appetite includes certain structural and contingent liquidity risk metrics and limits that are designed and monitored to ensure Huntington maintains adequate liquidity to meet current and future funding needs, including during periods of potential stress. Further, the Board receives and reviews information on at least a semi-annual basis to ensure Huntington is operating in accordance with its established risk tolerance.

Liquidity risk is reviewed and managed continuously for the Bank and the parent company, as well as its subsidiaries. In addition, liquidity working groups meet regularly to identify and monitor liquidity positions, provide policy guidance, review funding strategies, and oversee the adherence to, and maintenance of, contingency funding plans. At September 30, 2024, management believes current sources of liquidity are sufficient to meet Huntington’s on and off-balance sheet obligations.

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We maintain a contingency funding plan that provides for liquidity stress testing, which assesses the potential erosion of funds in the event of an institution-specific event or systemic financial market crisis. Examples of institution specific events could include a downgrade in our public credit rating by a rating agency, a large charge to earnings, declines in profitability or other financial measures, declines in liquidity sources including reductions in deposit balances or access to contingent funding sources, or a significant merger or acquisition. Examples of systemic events unrelated to us that could have an effect on our access to liquidity would be terrorism or war, natural disasters, political events, failure of a major financial institution, or the default or bankruptcy of a major corporation, mutual fund, or hedge fund. Similarly, market speculation or rumors about us, or the banking industry in general, may adversely affect the cost and availability of normal funding sources. The contingency funding plan, which is reviewed and approved by the ROC at least annually, outlines the process for addressing a liquidity crisis and provides for an evaluation of funding sources under various market conditions. It also assigns specific roles and responsibilities and communication protocols for effectively managing liquidity through a problem period and outlines early warning indicators that are used to monitor emerging liquidity stress events.

Our largest source of liquidity on a consolidated basis is core deposits, which provide stable and lower-cost funding. Core deposits were $151.3 billion at September 30, 2024, which comprised 96% of total deposits, compared to $145.5 billion, and 96% of total deposits, at December 31, 2023. The $5.8 billion, or 4%, increase in core deposits, compared to December 31, 2023 was primarily driven by an increase in money market deposits. Our core deposits come from a base of primary bank customer relationships, and we continue to focus on acquiring and deepening those relationships resulting in our granular and diversified deposit base.

Non-core deposits consist primarily of brokered money market balances. Non-core deposits were $7.1 billion, or 4% of total deposits, at September 30, 2024, compared to $5.8 billion, or 4% of total deposits, at December 31, 2023. Non-core deposits were below our established liquidity risk metric limits at September 30, 2024.

Insured deposits comprised approximately 69% and 70% of our total deposits at September 30, 2024 and December 31, 2023, respectively.

Table 18 - Deposit Composition
(dollar amounts in millions)			At September 30, 2024												At December 31, 2023
By type:
Demand deposits—noninterest-bearing			$	29,047					18		%				$	30,967					20		%
Demand deposits—interest-bearing			41,262						26						39,190						26
Money market deposits			51,005						33						44,947						30
Savings and other domestic deposits			15,650						10						16,722						11
Core certificates of deposit (1)			14,326						9						13,626						9
Total core deposits:			151,290						96						145,452						96
Other domestic deposits of $250,000 or more			500						—						447						—
Negotiable CDs, brokered and other deposits			6,561						4						5,331						4
Total deposits			$	158,351					100		%				$	151,230					100		%
Total core deposits:
Commercial			$	66,421					44		%				$	60,547					42		%
Consumer			84,869						56						84,905						58
Total core deposits			$	151,290					100		%				$	145,452					100		%
Total deposits (insured/uninsured):
Insured deposits			$	109,668					69		%				$	105,986					70		%
Uninsured deposits (2)			48,683						31						45,244						30
Total deposits			$	158,351					100		%				$	151,230					100		%

(1)Includes consumer certificates of deposit of $250,000 or more.

(2)Represents consolidated Huntington uninsured deposits, determined by adjusting the amounts reported in the Bank Call Report (FFIEC 031) by inter-company deposits, which are not customer deposits and are therefore eliminated through consolidation. As of September 30, 2024, the Bank Call Report estimated uninsured deposit balance was $53.3 billion, which includes $4.6 billion of inter-company deposits. As of December 31, 2023, the Bank Call Report estimated uninsured deposit balance was $49.8 billion, which includes $4.6 billion of inter-company deposits.

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Cash and cash equivalents were $12.6 billion and $10.1 billion at September 30, 2024 and December 31, 2023, respectively. The $2.5 billion increase in cash and cash equivalents is primarily due to an increase in interest-bearing deposits at the Federal Reserve Bank to support short-term liquidity.

Our investment securities portfolio is evaluated under established ALCO objectives. Changing market conditions could affect the profitability of the portfolio, as well as the level of interest rate risk exposure.

Total investment securities were $44.6 billion at September 30, 2024, compared to $41.2 billion at December 31, 2023. The $3.5 billion increase in securities compared to December 31, 2023, was primarily due to increased investment in U.S. Treasury securities. At September 30, 2024, the duration of the investment securities portfolio was 4.3 years, or 3.7 years net of hedging. Securities are pledged to secure borrowing capacity with the FHLB and the Federal Reserve, discussed further in the Bank Liquidity and Sources of Funding section below. At September 30, 2024, investment securities with a market value of $7.2 billion were unpledged.

Sources of wholesale funding include non-core deposits (other domestic deposits of $250,000 or more, negotiable CDs, brokered and other deposits), short-term borrowings, and long-term debt. Our wholesale funding totaled $23.6 billion at September 30, 2024, compared to $18.8 billion at December 31, 2023. The increase from year end is primarily due to increases in FHLB borrowings and collateralized borrowings.

Bank Liquidity and Sources of Funding

Our primary sources of funding for the Bank are consumer and commercial core deposits. At September 30, 2024, these core deposits funded 75% of total assets (120% of total loans and leases). To the extent we are unable to obtain sufficient liquidity through core deposits and cash and cash equivalents, we may meet our liquidity needs through sources of wholesale funding and asset securitization or sale.

The Bank maintains borrowing capacity at both the FHLB and the Federal Reserve secured by pledged loans and securities. The Bank does not consider borrowing capacity at the Federal Reserve a primary source of funding; however, it could be used as a potential source of liquidity in a stressed environment or during a market disruption. At September 30, 2024, the Bank’s available contingent borrowing capacity at the FHLB and Federal Reserve totaled $82.2 billion, compared to $83.0 billion at December 31, 2023. The amount of available contingent borrowing capacity may fluctuate based on the level of borrowings outstanding and level of assets pledged.

At September 30, 2024, we believe the Bank has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Parent Company Liquidity

The parent company’s funding requirements consist primarily of dividends to shareholders, debt service, income taxes, operating expenses, funding of nonbank subsidiaries, repurchases of our stock, and acquisitions. The parent company obtains funding to meet obligations from dividends and interest received from the Bank, interest and dividends received from direct subsidiaries, net taxes collected from subsidiaries included in the federal consolidated tax return, fees for services provided to subsidiaries, and the issuance of debt securities.

The parent company had cash and cash equivalents of $4.2 billion and $4.0 billion at September 30, 2024 and December 31, 2023, respectively.

On October 16, 2024, our Board of Directors declared a quarterly common stock cash dividend of $0.155 per common share. The dividend is payable on January 2, 2025, to shareholders of record on December 18, 2024. Based on the current quarterly dividend of $0.155 per common share, cash demands required for common stock dividends are estimated to be approximately $225 million per quarter. Additionally, on October 16, 2024, our Board of Directors declared a quarterly Series B, Series F, Series G, Series H, and Series J Preferred Stock dividend payable on January 15, 2025 to shareholders of record on January 1, 2025. On September 11, 2024, our Board of Directors declared a quarterly dividend for the Series I Preferred Stock payable on December 2, 2024 to shareholders of record on November 15, 2024. Total cash demands required for preferred stock dividends are expected to be approximately $27 million per quarter.

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During the first nine months of 2024, the Bank paid common and preferred dividends to the parent company of $1.8 billion and $34 million, respectively. To meet any additional liquidity needs, the parent company may issue debt or equity securities. To support the parent company’s ability to issue debt or equity securities, we have filed with the SEC an automatic registration statement covering an indeterminate amount or number of securities to be offered or sold from time to time as authorized by Huntington’s Board of Directors.

At September 30, 2024, we believe the Company has sufficient liquidity and capital resources to meet its cash flow obligations over the next 12 months and for the foreseeable future.

Contractual Obligations and Commitments

In the normal course of business, we enter into various contractual obligations and commitments that could impact our liquidity and capital resources. These arrangements include commitments to extend credit, interest rate swaps, floors, financial guarantees contained in standby letters-of-credit issued by the Bank, commitments by the Bank to sell mortgage loans, operating lease payments, and other purchase and marketing obligations.

Operational Risk

Operational risk is the risk of loss due to human error, third-party performance failures, or inadequate or failed internal systems and controls, including the use of financial or other quantitative methodologies that may not adequately predict future results; violations of, or noncompliance with, laws, rules, regulations, prescribed practices, or ethical standards; and external influences such as market conditions, fraudulent activities, disasters, failed business contingency plans, and security risks. We continuously strive to test and strengthen our system of internal controls to ensure compliance with significant contracts, agreements, laws, rules, and regulations, and to reduce our exposure to fraud and improve the oversight of our operational risk.

To govern operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance Committee, a Funds Movement Committee, a Fraud Risk Committee, an Information and Technology Risk Committee, and a Third Party Risk Management Committee. The responsibilities of these committees, among other duties, include establishing and maintaining management information systems to monitor material risks and to identify potential concerns, risks, or trends that may have a significant impact, and ensuring that recommendations are developed to address the identified issues. In addition, we have a Model Risk Oversight Committee that is responsible for policies and procedures describing how model risk is evaluated and managed and the application of the governance process to implement these practices throughout the enterprise. These committees report any significant findings and remediation recommendations to the Risk Management Committee. Potential concerns may be escalated to our ROC and our Audit Committee, as appropriate.

The goal of this framework is to implement effective operational risk-monitoring; minimize operational, fraud, and legal losses; minimize the impact of inadequately designed models; and enhance our overall performance.

Cybersecurity

Cybersecurity represents an important component of Huntington’s overall cross-functional approach to risk management. We actively manage a cybersecurity operation designed to detect, contain, and respond to cybersecurity threats and incidents in a prompt and effective manner with the goal of minimizing disruptions to our business. We actively monitor cyberattacks, such as attempts related to online deception and loss of sensitive customer data. We evaluate our technology, processes, and controls to mitigate loss from cyberattacks and, to date, have not experienced any material losses. Cybersecurity threats continue to evolve and increase across the entire digital landscape. We actively monitor our environment for malicious content and implement specific cybersecurity and fraud capabilities, including the monitoring of phishing email campaigns. In addition, we have implemented specific cybersecurity and fraud monitoring of remote connections by geography and volume of connections to detect anomalous remote logins, since a significant portion of our workforce has the option to work remotely.

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Our objective for managing cybersecurity risk is to avoid or minimize the impacts of both internal and external threat events or other efforts to penetrate our systems. We work to achieve this objective by hardening networks and systems against attack, and by diligently managing visibility and monitoring controls within our data and communications environment to recognize events and respond before an attacker has the opportunity to plan and execute on their objectives. To this end, we employ a set of defense-in-depth strategies, which include efforts to make us less attractive as a target and less vulnerable to threats, while investing in threat analytic capabilities for rapid detection and response. Potential concerns related to cybersecurity may be escalated to our Board-level ROC and / or Technology Committee, as appropriate.

As a complement to the overall cybersecurity risk management, we use a number of internal training methods, both formally through mandatory courses and informally through written communications and other updates, to ensure awareness of the risks of cybersecurity threats at all levels across the organization. Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks. We use third-party services to test the effectiveness of our cybersecurity risk management framework and controls. We also require third-party vendors to comply with our policies regarding information security and confidentiality.

Compliance Risk

Financial institutions are subject to many laws, rules, and regulations at both the federal and state levels. These broad-based laws, rules, and regulations include, but are not limited to, expectations relating to anti-money laundering, lending limits, client privacy, fair lending, prohibitions against unfair, deceptive, or abusive acts or practices, protections for military members as they enter active duty, and community reinvestment. The volume and complexity of recent regulatory changes have increased our overall compliance risk. As such, we utilize various resources to help ensure expectations are met, including a team of compliance experts dedicated to ensuring our conformance with all applicable laws, rules, and regulations. Our colleagues receive training for several broad-based laws and regulations including, but not limited to, anti-money laundering and customer privacy. Additionally, colleagues engaged in lending activities receive training for laws and regulations related to flood disaster protection, equal credit opportunity, fair lending, and/or other courses related to the extension of credit. We hold ourselves to a high standard for adherence to compliance management and seek to continuously enhance our performance.

Capital

Our primary capital objective is to maintain appropriate levels of capital within our Board-approved risk appetite to support the Bank’s operations, absorb unanticipated losses and declines in asset values, and provide protection to uninsured depositors and debt holders in the event of liquidation, while also funding organic growth and providing appropriate returns to our shareholders. Both regulatory capital and shareholders’ equity are managed at the Bank and on a consolidated basis. We have an active program for managing capital and maintain a comprehensive process for assessing our overall capital adequacy, including the monitoring and reporting of capital risk metrics to the Board and ROC that we believe are useful for evaluating capital adequacy and making capital decisions. In addition to as-reported regulatory capital and tangible common equity metrics, we also actively monitor other measures of capital, such as tangible common equity including the mark-to-market impact on HTM securities and CET1 inclusive of AOCI excluding cash flow hedges. We believe our current levels of both regulatory capital and shareholders’ equity are adequate.

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The following table presents certain regulatory capital data at the consolidated and Bank level:

Table 19 - Regulatory Capital Data (1)
(dollar amounts in millions)									At September 30, 2024						At December 31, 2023
Total risk-weighted assets			Consolidated						$	142,543					$	138,706
			Bank						141,861						138,462
CET1 risk-based capital			Consolidated						14,803						14,212
			Bank						14,427						14,671
Tier 1 risk-based capital			Consolidated						17,207						16,616
			Bank						15,636						15,879
Tier 2 risk-based capital			Consolidated						2,903						3,042
			Bank						2,104						2,247
Total risk-based capital			Consolidated						20,110						19,657
			Bank						17,741						18,126
CET1 risk-based capital ratio			Consolidated						10.4		%				10.2		%
			Bank						10.2						10.6
Tier 1 risk-based capital ratio			Consolidated						12.1						12.0
			Bank						11.0						11.5
Total risk-based capital ratio			Consolidated						14.1						14.2
			Bank						12.5						13.1
Tier 1 leverage ratio			Consolidated						8.8						9.3
			Bank						8.0						8.5

(1) Huntington elected to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period which began January 1, 2022 pursuant to a rule that allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. As of September 30, 2024 and December 31, 2023, we have phased in 75% and 50%, respectively, of the cumulative CECL deferral with the remaining impact to be recognized through the first quarter of 2025.

At September 30, 2024, we, at both the consolidated and Bank level, maintained Basel III capital ratios in excess of the well-capitalized standards established by the Federal Reserve. Consolidated CET1 risk-based capital ratio increased to 10.4%, compared to the prior year end of 10.2%, due primarily to current period earnings, net of dividends, partially offset by an increase in risk-weighted assets and a reduction in the CECL transitional amount. The increase in risk-weighted assets was driven by loan growth, partially offset by the impact of the CLN transaction.

We are authorized to make capital distributions that are consistent with the requirements in the Federal Reserve’s capital rule, inclusive of the SCB requirement. Effective for the period October 1, 2023 through September 30, 2024, our SCB requirement was 3.2%. On April 5, 2024, we submitted our 2024 Capital Plan to the Federal Reserve for supervisory review. By notice dated June 26, 2024, the Federal Reserve informed us that our indicative SCB requirement associated with our 2024 Capital Plan is 2.5%, effective for the period October 1, 2024 through September 30, 2025.

Shareholders’ Equity

We generate shareholders’ equity primarily through the retention of earnings, net of dividends, and share repurchases. Other potential sources of shareholders’ equity include issuances of common and preferred stock. Our objective is to maintain capital at an amount commensurate with our risk appetite and risk tolerance objectives, to meet both regulatory and market expectations, and to provide the flexibility needed for future growth and business opportunities.

Shareholders’ equity totaled $20.6 billion at September 30, 2024, an increase of $1.3 billion, when compared with December 31, 2023. The increase was primarily driven by earnings, net of dividends, and an improvement in accumulated other comprehensive income driven by changes in interest rates.

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Share Repurchases

From time to time, our Board of Directors authorizes the Company to repurchase shares of our common stock. Although we announce when our Board authorizes share repurchases, we typically do not give any public notice before we repurchase our shares. Future stock repurchases may be private or open-market repurchases, including block transactions, accelerated or delayed block transactions, forward transactions, and similar transactions. Various factors determine the amount and timing of our share repurchases, including our capital requirements, the number of shares we expect to issue for employee benefit plans and acquisitions, market conditions (including the trading price of our stock), and regulatory and legal considerations.

On January 18, 2023, our Board authorized the repurchase of up to $1.0 billion of common shares within the eight quarter period ending December 31, 2024, subject to the Federal Reserve’s capital regulations. Purchases of common stock under the authorization may include open market purchases, privately negotiated transactions, and accelerated share repurchase programs. During the nine months ended September 30, 2024, we repurchased no shares of common stock under the current repurchase authorization. As part of the 2024 Capital Plan and our current expectation that organic capital will be used for funding loan and lease growth and proposed changes to regulatory capital requirements, we do not expect to utilize the share repurchase program through 2024. However, we may at our discretion resume share repurchases at any time while considering factors including, but not limited to, capital requirements and market conditions.

BUSINESS SEGMENT DISCUSSION

Overview

Our business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance. We have two business segments: Consumer & Regional Banking and Commercial Banking. The Treasury / Other function includes technology and operations, and other unallocated assets, liabilities, revenue, and expense.

Business segment results are determined based upon our management practices, which assigns balance sheet and income statement items to each of the business segments. The process is designed around our organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions.

Revenue Sharing

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.

Expense Allocation

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. We utilize a full-allocation methodology, where all Treasury / Other expenses, except reported acquisition-related expenses, if any, and a small amount of other residual unallocated expenses, are allocated to the business segments.

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Funds Transfer Pricing (FTP)

We use 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, and option cost.

Net Income by Business Segment

Net income by business segment is presented in the following table.

Table 20 - Net Income (Loss) by Business Segment
			Nine Months Ended
(dollar amounts in millions)			September 30, 2024						September 30, 2023
Consumer & Regional Banking			$	1,098					$	966
Commercial Banking			853						935
Treasury / Other			(541)						(193)
Net income attributable to Huntington			$	1,410					$	1,708

Consumer & Regional Banking
Table 21 - Key Performance Indicators for Consumer & Regional Banking
			Nine Months Ended												Change
(dollar amounts in millions)			September 30, 2024						September 30, 2023						Amount						Percent
Net interest income			$	3,013					$	2,745					$	268					10		%
Provision for credit losses			227						192						35						18
Noninterest income			968						953						15						2
Noninterest expense			2,364						2,283						81						4
Provision for income taxes			292						257						35						14
Net income attributable to Huntington			$	1,098					$	966					$	132					14		%
Number of employees (average full-time equivalent)			11,181						11,673						(492)						(4)		%
Total average assets			$	74,245					$	70,791					$	3,454					5
Total average loans/leases			68,438						64,914						3,524						5
Total average deposits			109,988						105,019						4,969						5
Net interest margin			3.60		%				3.44		%				0.16		%				5
NCOs			$	154					$	106					$	48					45
NCOs as a % of average loans and leases			0.30		%				0.22		%				0.08		%				36
Total assets under management (in billions)—eop			$	33.2					$	27.1					$	6.1					22
Total trust assets (in billions)—eop			188.0						163.4						24.6						15

Consumer & Regional Banking reported net income of $1.1 billion in the nine-month period of 2024, an increase of $132 million, or 14%, compared to the year-ago period. Segment net interest income increased $268 million, or 10%, primarily due to a $3.5 billion, or 5%, increase in average loans and leases and a 16 basis point increase in NIM. Provision for credit losses increased $35 million, or 18%, primarily driven by an increase in charge-off activity compared to the year-ago period. Noninterest income increased $15 million, or 2%, primarily due to increases in wealth and asset management revenue, reflecting higher fixed income commissions and assets under management, payments and cash management revenue, reflecting higher card transaction revenue, mortgage banking income, and customer deposit and loan fees, partially offset by a $57 million gain on the sale of our RPS business recognized in the nine-month period of 2023. Noninterest expense increased $81 million, or 4%, primarily due to the allocation of higher indirect expenses.

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Commercial Banking
Table 22 - Key Performance Indicators for Commercial Banking
			Nine Months Ended												Change
(dollar amounts in millions)			September 30, 2024						September 30, 2023						Amount						Percent
Net interest income			$	1,579					$	1,637					$	(58)					(4)		%
Provision for credit losses			86						84						2						2
Noninterest income			490						479						11						2
Noninterest expense			883						830						53						6
Provision for income taxes			231						252						(21)						(8)
Income attributable to non-controlling interest			16						15						1						7
Net income attributable to Huntington			$	853					$	935					$	(82)					(9)		%
Number of employees (average full-time equivalent)			2,376						2,258						118						5		%
Total average assets			$	62,929					$	64,184					$	(1,255)					(2)
Total average loans/leases			54,600						55,719						(1,119)						(2)
Total average deposits			37,721						36,242						1,479						4
Net interest margin			3.68		%				3.76		%				(0.08)		%				(2)
NCOs			$	120					$	73					$	47					64
NCOs as a % of average loans and leases			0.29		%				0.17		%				0.12		%				71

Commercial Banking reported net income of $853 million in the first nine-month period of 2024, a decrease of $82 million, or 9%, compared to the year-ago period. Segment net interest income decreased $58 million, or 4%, primarily due to a $1.1 billion, or 2%, decrease in average loans and leases and an 8 basis point decrease in NIM driven primarily by higher deposit rates. Noninterest income increased $11 million, or 2%, primarily due to increases in capital markets and advisory fees, commitment and other loan fees, and payment and cash management fees, partially offset by a decrease in leasing revenue. Noninterest expense increased $53 million, or 6%, primarily due to higher personnel expense reflecting an investment in teams related to expansion across new geographies and industry verticals, higher incentive compensation mainly due to increased capital markets and advisory fees, and higher allocation of indirect expenses. Outside data and other processing services expense also increased, primarily due to increased capital markets activity.

Treasury / Other

The Treasury / Other function includes revenue and expense related to assets, liabilities, derivatives, and equity not directly assigned or allocated to one of the business segments. Assets include investment securities and bank owned life insurance.

Net interest income includes the impact of administering our investment securities portfolios, the net impact of derivatives used to hedge interest rate sensitivity as well as the financial impact associated with our FTP methodology, as described above. Noninterest income includes miscellaneous fee income not allocated to other business segments, such as bank owned life insurance income and securities and trading asset gains or losses. Noninterest expense includes certain corporate administrative, acquisition-related expenses, if any, and other miscellaneous expenses not allocated to other business segments. The provision for income taxes for the business segments is calculated at a statutory 21% tax rate, although our overall effective tax rate is lower.

Treasury / Other reported a net loss of $541 million in the first nine-month period of 2024, an increase in net loss of $348 million, compared to the year-ago period, driven by a decrease net interest income, partially offset by an increase in provision benefit for income taxes. Net interest income decreased $383 million primarily due to a higher cost of funds. Provision benefit for income taxes increased $120 million primarily due to lower pre-tax income.

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ADDITIONAL DISCLOSURES

Forward-Looking Statements

This report, including MD&A, contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, believe, intend, estimate, plan, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements: changes in general economic, political, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; and other factors that may affect the future results of Huntington.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

Non-GAAP Financial Measures

This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding our results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

Fully-Taxable Equivalent Basis

Interest income, yields, and ratios on an FTE basis are considered non-GAAP financial measures. Management believes net interest income on an FTE basis provides an insightful picture of the interest margin for comparison purposes. The FTE basis also allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The FTE basis assumes a federal statutory tax rate of 21%. We encourage readers to consider the Unaudited Consolidated Financial Statements and other financial information contained in this Form 10-Q in their entirety, and not to rely on any single financial measure.

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Non-Regulatory Capital Ratios

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including tangible common equity to tangible assets.

Non-regulatory capital ratios are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market conditions. Additionally, presentation of non-regulatory capital ratios allows readers to compare our capitalization to other financial services companies. These ratios differ from capital ratios defined by banking regulators principally in that the numerator excludes goodwill and other intangible assets, the nature and extent of which varies among different financial services companies. These ratios are not defined in GAAP or federal banking regulations. As a result, non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.

Because there are no standardized definitions for non-regulatory capital ratios, the Company’s calculation methods may differ from those used by other financial services companies. Also, there may be limits in the usefulness of these measures to investors. As a result, we encourage readers to consider the Unaudited Consolidated Financial Statements and other financial information contained in this Form 10-Q in their entirety, and not to rely on any single financial measure.

Critical Accounting Policies and Use of Significant Estimates

Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 1 - “Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K, as supplemented by this report including this MD&A, describes the significant accounting policies we used in our Consolidated Financial Statements.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. Our critical accounting policies include the allowance for credit losses and goodwill. The policies, assumptions, and judgments related to goodwill are described in the Critical Accounting Policies and Use of Significant Estimates section within the MD&A of Huntington’s 2023 Annual Report on Form 10-K. The following details the policies, assumption, and judgments related to the allowance for credit losses.

Allowance for Credit Losses

Our ACL at September 30, 2024 represents our current estimate of the lifetime credit losses expected from our loan and lease portfolio and our unfunded lending commitments. Management estimates the ACL by projecting probability of default, loss given default and exposure at default conditional on economic parameters, for the remaining contractual term. Internal factors that impact the quarterly allowance estimate include the level of outstanding balances, the portfolio performance, and assigned risk ratings. We utilize statistically-based models that employ assumptions about current and future economic conditions throughout the contractual life of our loan portfolio. As part of our model risk oversight, we perform ongoing monitoring of model performance to assess modeling approaches and identify potential model enhancements, which may result in updates to our statistically-based models from time-to-time.

One of the most significant judgments influencing the ACL estimate is the macroeconomic forecasts. Key external economic parameters that directly impact our loss modeling framework include forecasted unemployment rates and GDP. Changes in the economic forecasts could significantly affect the estimated credit losses, which could potentially lead to materially different allowance levels from one reporting period to the next.

Given the dynamic relationship between macroeconomic variables within our modeling framework, it is difficult to estimate the impact of a change in any one individual variable on the allowance. As a result, management uses a probability-weighted approach that incorporates a baseline, an adverse, and a more favorable economic scenario when formulating the quantitative estimate.

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However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario contemplates elevated interest rates weakening credit-sensitive consumer spending and confidence much more than expected in the baseline scenario. Concerns about the banking industry uncertainty also impact consumer confidence and causes banks to tighten lending standards. Increased geopolitical tensions between China and Taiwan briefly impact the supply chain for semiconductors and the threat of a wider conflict causes consumer confidence to fall. Additionally, the Russian invasion of Ukraine lasts longer than in the baseline scenario and concerns increase around the current conflict in the Middle East leading to a broader war in the region. The combination of still elevated interest rates, political tensions, and tightening lending standards cause the stock market to fall. The economy falls into a recession in the fourth quarter of 2024. In response to the recession, the Federal Reserve cuts the federal funds rate aggressively with rates significantly below the baseline forecast starting in the first quarter of 2025. Under this scenario, as an example, the unemployment rate increases from baseline levels and remains elevated for a prolonged period, the rate is estimated at 5.9% and 8.0% at the end of 2024 and 2025, respectively. This represents unemployment rates that are approximately 1.8% and 3.9% higher than baseline scenario projections of 4.1% for both of the respective time periods.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at September 30, 2024, management calculated the difference between our quantitative ACL and this 100% adverse scenario. Excluding consideration of qualitative adjustments, this sensitivity analysis would result in a hypothetical increase in our ACL of approximately $0.8 billion at September 30, 2024.

The resulting difference is not intended to represent an expected increase in allowance levels for a number of reasons including the following:

• Management uses a weighted approach applied to multiple economic scenarios for its allowance estimation process;

• The highly uncertain economic environment;

• The difficulty in predicting the inter-relationships between the economic parameters used in the various economic scenarios; and

• The sensitivity estimate does not account for any general reserve components and associated risk profile adjustments incorporated by management as part of its overall allowance framework.

We regularly review our ACL for appropriateness by performing on-going evaluations of the loan and lease portfolio. In doing so, we consider factors such as the differing economic risks associated with each loan category, the financial condition of specific borrowers, the level of delinquent loans, the value of any collateral and, where applicable, the existence of any guarantees or other documented support. We also evaluate the impact of changes in key economic parameters and overall economic conditions on the ability of borrowers to meet their financial obligations when quantifying our exposure to credit losses and assessing the appropriateness of our ACL at each reporting date. There is no certainty that our ACL will be appropriate over time to cover losses in our portfolio as economic and market conditions may ultimately differ from our reasonable and supportable forecast. Additionally, events adversely affecting specific customers, industries, or our markets such as geopolitical instability or risks of elevated interest rates for longer including a near-term recession, could severely impact our current expectations. If the credit quality of our customer base materially deteriorates or the risk profile of a market, industry, or group of customers changes materially, our net income and capital could be materially adversely affected which, in turn could have a material adverse effect on our financial condition and results of operations. The extent to which the geopolitical instability and risks of elevated interest rates for longer will continue to negatively impact our businesses, financial condition, liquidity, and results will depend on future developments, which are highly uncertain and cannot be forecasted with precision at this time. For more information, see Note 4 - “Loans and Leases” and Note 5 - “Allowance For Credit Losses” of the Notes to the Unaudited Consolidated Financial Statements.

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Recent Accounting Pronouncements and Developments

Note 2 - “Accounting Standards Update” of the Notes to Unaudited Consolidated Financial Statements discusses new accounting pronouncements adopted during 2024 and the expected impact of accounting pronouncements recently issued but not yet required to be adopted. To the extent the adoption of new accounting standards materially affects financial condition, results of operations, or liquidity, the impacts are discussed in the applicable section of this MD&A and the Notes to the Unaudited Consolidated Financial Statements.

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