[PART I. FINANCIAL INFORMATION](index=38&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=38&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents Huntington Bancshares' unaudited consolidated financial statements for Q2 2024 and 2023, covering balance sheets, income, and notes [Consolidated Balance Sheets](index=42&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to **$196.3 billion** at June 30, 2024, driven by loan growth, with liabilities and equity also rising Consolidated Balance Sheet Summary (Unaudited) | (in millions) | At June 30, 2024 | At December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$196,310** | **$189,368** | | Net loans and leases | $122,118 | $119,727 | | Total investment securities (AFS & HTM) | $42,490 | $41,055 | | Goodwill | $5,561 | $5,561 | | **Total Liabilities** | **$176,747** | **$169,970** | | Total deposits | $154,367 | $151,230 | | Long-term debt | $16,461 | $12,394 | | **Total Shareholders' Equity** | **$19,515** | **$19,353** | [Consolidated Statements of Income](index=43&type=section&id=Consolidated%20Statements%20of%20Income) Net income attributable to Huntington decreased to **$474 million** in Q2 2024 and **$893 million** for H1 2024, due to lower net interest income and higher expenses Consolidated Income Statement Summary (Unaudited) | (in millions, except per share data) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income | $1,312 | $1,346 | $2,599 | $2,755 | | Provision for credit losses | $100 | $92 | $207 | $177 | | Total Noninterest Income | $491 | $495 | $958 | $1,007 | | Total Noninterest Expense | $1,117 | $1,050 | $2,254 | $2,136 | | **Net Income Attributable to Huntington** | **$474** | **$559** | **$893** | **$1,161** | | **Net Income Per Common Share—Diluted** | **$0.30** | **$0.35** | **$0.56** | **$0.74** | [Notes to Unaudited Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) Detailed notes explain financial statements, covering investment securities, loan portfolio, ACL, derivatives, and segment reporting [Management's Discussion and Analysis (MD&A)](index=5&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A provides an executive overview of Q2 and H1 2024 financial performance, detailing operational results, risk management, capital, and segment performance [Executive Overview](index=6&type=section&id=Executive%20Overview) Q2 2024 net income decreased to **$474 million** due to lower net interest income and higher expenses, while total assets grew and CET1 capital improved Q2 2024 vs. Q2 2023 Performance | Metric | Q2 2024 | Q2 2023 | Change | | :--- | :--- | :--- | :--- | | Net Income | $474M | $559M | -15% | | Diluted EPS | $0.30 | $0.35 | -14% | | Net Interest Income | $1.31B | $1.35B | -3% | | FTE NIM | 2.99% | 3.11% | -12 bps | | Noninterest Expense | $1.12B | $1.05B | +6% | - Total assets increased by **$6.9 billion (4%)** to **$196.3 billion** at June 30, 2024, compared to year-end 2023, driven by growth in loans, investment securities, and interest-earning deposits[25](index=25&type=chunk) - The CET1 risk-based capital ratio increased to **10.4%** at June 30, 2024, from **10.2%** at December 31, 2023, primarily due to earnings retention, partially offset by the CECL transition and loan growth[26](index=26&type=chunk) - The economic outlook suggests a cooling economy, with waning consumer spending and slowing in the service sector, and the market anticipates the first Federal Reserve rate cut in September 2024[28](index=28&type=chunk)[29](index=29&type=chunk) [Discussion of Results of Operations](index=9&type=section&id=Discussion%20of%20Results%20of%20Operations) Operational results for Q2 and H1 2024 show decreased net interest income due to NIM compression, increased credit loss provisions, and higher noninterest expenses Net Interest Income and Margin Analysis | Metric | Q2 2024 | Q2 2023 | YTD 2024 | YTD 2023 | | :--- | :--- | :--- | :--- | :--- | | Net Interest Income (FTE, non-GAAP) | $1,325M | $1,357M | $2,625M | $2,775M | | Change (YoY) | -2% | | -5% | | | Net Interest Margin (FTE) | 2.99% | 3.11% | 3.00% | 3.25% | - The provision for credit losses was **$100 million** in Q2 2024, up **9%** from Q2 2023, reflecting increased charge-off activity, primarily in the Commercial portfolio[49](index=49&type=chunk) - Q2 2024 noninterest income decreased **1%** YoY to **$491 million**, mainly due to a prior-year **$18 million** favorable mark-to-market on swaptions, partially offset by an **18%** increase in capital markets and advisory fees[52](index=52&type=chunk) - Q2 2024 noninterest expense increased **6%** YoY to **$1.1 billion**, driven by a **$50 million (8%)** rise in personnel costs and a **$17 million (11%)** increase in outside data processing and other services[55](index=55&type=chunk) [Risk Management and Capital](index=18&type=section&id=Risk%20Management%20and%20Capital) Huntington manages risk across seven pillars, with increased nonperforming assets and net charge-offs, while maintaining strong liquidity and improving CET1 capital to **10.4%** [Business Segment Discussion](index=34&type=section&id=Business%20Segment%20Discussion) H1 2024 saw Consumer & Regional Banking net income rise **10%** to **$716 million**, while Commercial Banking net income fell **15%** to **$526 million**, and Treasury / Other reported a larger net loss Net Income by Business Segment (Six Months Ended) | (in millions) | June 30, 2024 | June 30, 2023 | Change | | :--- | :--- | :--- | :--- | | Consumer & Regional Banking | $716 | $648 | +10% | | Commercial Banking | $526 | $616 | -15% | | Treasury / Other | ($349) | ($103) | -239% | | **Net Income Attributable to Huntington** | **$893** | **$1,161** | **-23%** | - Consumer & Regional Banking's net income increase was primarily due to a **$159 million (9%)** rise in net interest income, reflecting loan growth and a **10 basis point** NIM expansion[168](index=168&type=chunk) - Commercial Banking's net income decrease was driven by a **$38 million (3%)** drop in net interest income, an **$18 million (27%)** increase in the provision for credit losses, and a **$42 million (8%)** rise in noninterest expense[170](index=170&type=chunk) [Additional Disclosures](index=37&type=section&id=Additional%20Disclosures) This section details forward-looking statements, non-GAAP financial measures, and the critical accounting policy for ACL, including sensitivity analysis to adverse economic scenarios - The report contains forward-looking statements subject to risks including economic changes, interest rate volatility, and regulatory actions[175](index=175&type=chunk)[176](index=176&type=chunk) - The Allowance for Credit Losses (ACL) is a critical accounting estimate highly sensitive to macroeconomic forecasts, particularly unemployment rates and GDP[184](index=184&type=chunk)[186](index=186&type=chunk) - A sensitivity analysis using a **100%** adverse economic scenario (e.g., unemployment at **7.6%** in 2025) would hypothetically increase the quantitative ACL by approximately **$1 billion** as of June 30, 2024[189](index=189&type=chunk)[190](index=190&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=83&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section refers to the MD&A's Market Risk section for quantitative and qualitative disclosures on market risk, including interest rate exposure and management strategies - Disclosures regarding market risk for the current period are located in the Market Risk section of the MD&A in this report[380](index=380&type=chunk) [Controls and Procedures](index=83&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2024, with no material changes to internal control over financial reporting during Q2 2024 - The CEO and CFO concluded that as of June 30, 2024, Huntington's disclosure controls and procedures were effective[381](index=381&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, these controls[382](index=382&type=chunk) [PART II. OTHER INFORMATION](index=83&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=83&type=section&id=Item%201.%20Legal%20Proceedings) Huntington is involved in routine legal matters, with an estimated aggregate reasonably possible loss range of **$0 to $20 million**, not expected to materially affect financial position - For certain legal matters where a range of possible loss can be estimated, management estimates the aggregate range of reasonably possible loss is **$0 to $20 million** at June 30, 2024, in excess of any accrued liability[374](index=374&type=chunk) - Management does not currently believe that pending legal matters will have a material adverse effect on Huntington's consolidated financial position[375](index=375&type=chunk) [Risk Factors](index=83&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the 2023 Annual Report on Form 10-K for a comprehensive understanding of risk factors that could materially affect the business - Readers are advised to consider the risk factors discussed in the 2023 Annual Report on Form 10-K[385](index=385&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=83&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Huntington did not repurchase common shares in Q2 2024, and despite a **$1.0 billion** authorization, does not expect to utilize the program through 2024 due to capital priorities Issuer Purchases of Equity Securities (Q2 2024) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approx. Dollar Value Remaining Under Program | | :--- | :--- | :--- | :--- | | April 2024 | 0 | $— | $1,000,000,000 | | May 2024 | 0 | $— | $1,000,000,000 | | June 2024 | 0 | $— | $1,000,000,000 | - The company does not expect to utilize its share repurchase program through 2024, prioritizing organic capital for funding loan growth and adapting to proposed regulatory capital changes[159](index=159&type=chunk) [Other Information](index=84&type=section&id=Item%205.%20Other%20Information) Two senior executive officers adopted Rule 10b5-1 trading plans in January 2024 for the future sale of company stock, including performance units, restricted stock, and options - On January 31, 2024, Scott D. Kleinman, President of Commercial Banking, adopted a Rule 10b5-1 trading plan for the sale of up to **56,684** shares of common stock underlying performance stock units, terminating by January 17, 2025[387](index=387&type=chunk) - On January 24, 2024, Rajeev Syal, Chief Human Resources Officer, adopted a Rule 10b5-1 trading plan covering the sale of shares from stock options (up to **315,126**), restricted stock units (up to **21,425**), performance stock units (up to **49,458**), and direct ownership (up to **32,647**), terminating by January 31, 2025[388](index=388&type=chunk)[389](index=389&type=chunk) [Exhibits](index=85&type=section&id=Item%206.%20Exhibits) This section provides an index of all exhibits filed with the Quarterly Report on Form 10-Q, including corporate governance documents, CEO/CFO certifications, and XBRL data - The report includes various exhibits, such as amendments to bylaws, certifications from the CEO and CFO under Sarbanes-Oxley rules, and XBRL data files[393](index=393&type=chunk)[394](index=394&type=chunk)

PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=34&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Huntington Bancshares Incorporated's unaudited consolidated financial statements for Q1 2024 and 2023, along with accompanying notes [Consolidated Balance Sheets](index=34&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to **$193.5 billion** as of March 31, 2024, driven by loan and securities growth, while total shareholders' equity slightly decreased Consolidated Balance Sheet Highlights (in millions) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$193,519** | **$189,368** | | Net Loans and Leases | $120,487 | $119,727 | | Total Investment Securities (AFS & HTM) | $42,217 | $41,055 | | Goodwill | $5,561 | $5,561 | | **Total Liabilities** | **$174,146** | **$169,970** | | Total Deposits | $153,225 | $151,230 | | Long-term Debt | $14,894 | $12,394 | | **Total Shareholders' Equity** | **$19,322** | **$19,353** | [Consolidated Statements of Income](index=35&type=section&id=Consolidated%20Statements%20of%20Income) Net income attributable to Huntington for Q1 2024 decreased to **$419 million**, primarily due to declines in net interest and noninterest income, coupled with increased noninterest expense Consolidated Income Statement Highlights (in millions) | Account | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net Interest Income | $1,287 | $1,409 | | Provision for Credit Losses | $107 | $85 | | Total Noninterest Income | $467 | $512 | | Total Noninterest Expense | $1,137 | $1,086 | | **Net Income Attributable to Huntington** | **$419** | **$602** | | **Net Income Per Common Share - Diluted** | **$0.26** | **$0.39** | [Notes to Unaudited Consolidated Financial Statements](index=40&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes provide detailed disclosures on accounting policies, loan portfolio composition, allowance for credit losses, and fair value measurements - In Q1 2024, the company adopted ASU 2023-02 regarding accounting for investments in tax credit structures, which did not have a material impact[188](index=188&type=chunk) - Total loans and leases increased to **$122.8 billion** at March 31, 2024, from **$122.0 billion** at year-end 2023, with growth in both commercial and consumer portfolios[203](index=203&type=chunk) - The Allowance for Credit Losses (ACL) was **$2.415 billion** at March 31, 2024, a slight increase from **$2.400 billion** at year-end 2023, primarily driven by loan growth[232](index=232&type=chunk) - During Q1 2024, Huntington entered into an auto securitization involving a VIE, transferring **$1.6 billion** in auto loans, and consolidated the VIE as the primary beneficiary[325](index=325&type=chunk)[327](index=327&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=5&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for Q1 2024, covering performance, risk management, and segment analysis [Executive Overview](index=5&type=section&id=Executive%20Overview) For Q1 2024, Huntington reported net income of **$419 million**, or **$0.26** per diluted share, a decrease primarily due to lower net interest and noninterest income, impacted by a **$32 million** FDIC special assessment Q1 2024 Selected Financial Data (in millions, except per share data) | Metric | Q1 2024 | Q1 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Net Interest Income | $1,287 | $1,409 | (9)% | | Provision for Credit Losses | $107 | $85 | 26% | | Noninterest Income | $467 | $512 | (9)% | | Noninterest Expense | $1,137 | $1,086 | 5% | | Net Income Attributable to Huntington | $419 | $602 | (30)% | | Net Income Per Share (Diluted) | $0.26 | $0.39 | (33)% | | Net Interest Margin (FTE) | 3.01% | 3.40% | -39 bps | - Q1 2024 net income was negatively impacted by a **$32 million** FDIC special assessment expense, while the prior-year quarter included a **$57 million** gain from the sale of the Retirement Plan Services (RPS) business[22](index=22&type=chunk) - The economic outlook assumes a soft landing, with the Federal Reserve expected to begin cutting rates in late 2024 or early 2025[29](index=29&type=chunk)[30](index=30&type=chunk) [Discussion of Results of Operations](index=8&type=section&id=Discussion%20of%20Results%20of%20Operations) Huntington's Q1 2024 operating results show a 9% decrease in net interest income due to margin compression, a 26% rise in provision for credit losses, and a 9% decline in noninterest income, while noninterest expense increased 5% - FTE net interest income decreased **8%** year-over-year to **$1.3 billion**, driven by a **39 basis point** decline in FTE NIM to **3.01%** as the cost of funds increased[38](index=38&type=chunk) - The provision for credit losses increased by **$22 million** year-over-year to **$107 million**, reflecting higher charge-off activity, primarily in the Commercial portfolio[42](index=42&type=chunk) - Noninterest income decreased by **$45 million** year-over-year, mainly due to a **$57 million** gain on the sale of the RPS business in Q1 2023[44](index=44&type=chunk) - Noninterest expense increased by **$51 million** year-over-year, primarily due to a **$32 million** FDIC special assessment and a **$15 million** increase in outside data processing services[46](index=46&type=chunk) [Risk Management and Capital](index=12&type=section&id=Risk%20Management%20and%20Capital) Huntington maintains an aggregate moderate-to-low, through-the-cycle risk appetite, managing credit, market, liquidity, operational, and compliance risks, with capital ratios remaining above well-capitalized standards - The company's risk appetite is defined by the Board of Directors as aggregate moderate-to-low, through-the-cycle[49](index=49&type=chunk) - Risk is classified and managed across seven pillars: credit, market, liquidity, operational, compliance, strategic, and reputation[50](index=50&type=chunk) [Business Segment Discussion](index=27&type=section&id=Business%20Segment%20Discussion) In Q1 2024, Consumer & Regional Banking net income grew 6% to **$348 million**, while Commercial Banking net income fell 18% to **$242 million**, and the Treasury/Other function reported a net loss of **$171 million** Net Income by Business Segment (in millions) | Segment | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Consumer & Regional Banking | $348 | $328 | | Commercial Banking | $242 | $296 | | Treasury / Other | $(171) | $(22) | | **Net Income Attributable to Huntington** | **$419** | **$602** | - Consumer & Regional Banking's net income increased **6%** year-over-year, driven by a **10%** rise in net interest income from margin expansion and loan growth[151](index=151&type=chunk) - Commercial Banking's net income decreased **18%** year-over-year, impacted by a **3%** decline in net interest income and a **$22 million** increase in the provision for credit losses[154](index=154&type=chunk) [Additional Disclosures](index=30&type=section&id=Additional%20Disclosures) This section includes forward-looking statements, discusses the use of non-GAAP financial measures, and identifies the allowance for credit losses (ACL) and goodwill as critical accounting policies, detailing the judgments involved in ACL estimation - The report contains forward-looking statements regarding plans and expectations, which are subject to risks such as economic conditions, interest rate changes, and regulatory actions[159](index=159&type=chunk)[160](index=160&type=chunk) - The Allowance for Credit Losses (ACL) is identified as a critical accounting policy, with its estimation involving significant judgment and high sensitivity to macroeconomic forecasts, particularly unemployment rates and GDP[168](index=168&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) - A hypothetical sensitivity analysis shows that using a **100%** adverse economic scenario would increase the ACL by approximately **$1.1 billion**, excluding qualitative adjustments[173](index=173&type=chunk)[174](index=174&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section refers to the 'Market Risk' section within Management's Discussion and Analysis (MD&A) for quantitative and qualitative disclosures about market risk - Disclosures regarding market risk for the current period are located in the Market Risk section of the MD&A in this report[354](index=354&type=chunk) [Controls and Procedures](index=74&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that Huntington's disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of March 31, 2024, the company's disclosure controls and procedures were effective[355](index=355&type=chunk) - No changes in internal control over financial reporting occurred during Q1 2024 that have materially affected, or are reasonably likely to materially affect, these controls[356](index=356&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=74&type=section&id=Item%201.%20Legal%20Proceedings) Huntington is routinely involved in legal and regulatory matters, with an estimated aggregate range of reasonably possible loss of **$0** to **$20 million** in excess of accrued amounts, which management does not believe will have a material adverse effect - For certain legal matters where a range of possible loss can be estimated, management estimates the aggregate range of reasonably possible loss is between **$0** and **$20 million** as of March 31, 2024, in excess of any accrued liability[348](index=348&type=chunk) - Management does not currently believe that pending legal matters will have a material adverse effect on Huntington's consolidated financial position[349](index=349&type=chunk) [Risk Factors](index=74&type=section&id=Item%201A.%20Risk%20Factors) This section directs readers to the risk factors discussed in Part I, Item 1A of the company's 2023 Annual Report on Form 10-K - For a detailed discussion of risk factors, readers are referred to the company's 2023 Annual Report on Form 10-K[359](index=359&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=74&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q1 2024, Huntington did not repurchase any common shares and does not expect to utilize its **$1.0 billion** share repurchase authorization through 2024, planning instead to fund loan growth and address regulatory capital changes organically - No shares of common stock were repurchased during the three months ended March 31, 2024[141](index=141&type=chunk)[360](index=360&type=chunk) - The company has a **$1.0 billion** share repurchase authorization valid through December 31, 2024, but does not expect to use it during 2024[141](index=141&type=chunk) [Exhibits](index=75&type=section&id=Item%206.%20Exhibits) This section provides an index of the exhibits filed with or furnished as part of this Quarterly Report on Form 10-Q - The exhibit list includes CEO and CFO certifications under Rule 13a-14(a) and Section 1350, as well as Inline XBRL data files[365](index=365&type=chunk)

Part I [Business](index=7&type=section&id=Item%201.%20Business) Huntington Bancshares is a multi-state regional bank providing commercial and consumer services, realigned into two segments, emphasizing "Fair Play Banking" and subject to extensive regulation - Huntington is a multi-state regional bank holding company headquartered in Columbus, Ohio, with **999 full-service branches** and private client group offices as of December 31, 2023[18](index=18&type=chunk) - In the second quarter of 2023, the company realigned its structure into two new reportable business segments: Consumer & Regional Banking and Commercial Banking[20](index=20&type=chunk) - The company's competitive strategy includes its **"Fair Play Banking" philosophy**, featuring products like 24-Hour Grace®, Asterisk-Free Checking®, and Standby Cash® to attract and retain customers[21](index=21&type=chunk)[36](index=36&type=chunk) Deposit Market Share in Top 10 MSAs (as of June 30, 2023) | MSA | Rank | Deposits (in millions) | Market Share | | :--- | :--- | :--- | :--- | | Columbus, OH | 1 | $41,638 | 40% | | Detroit, MI | 4 | $16,844 | 9% | | Cleveland, OH | 2 | $14,254 | 11% | | Chicago, IL | 11 | $9,149 | 2% | | Minneapolis-St. Paul, MN | 4 | $6,565 | 3% | | Grand Rapids, MI | 1 | $5,605 | 19% | | Indianapolis, IN | 5 | $5,501 | 6% | | Akron, OH | 1 | $5,054 | 28% | | Cincinnati, OH | 5 | $4,497 | 2% | | Pittsburgh, PA | 7 | $4,422 | 2% | [Business Segments](index=7&type=section&id=Item%201.%20Business%23Business%20Segments) Huntington consolidated into Consumer & Regional Banking and Commercial Banking segments in Q2 2023, serving diverse client needs from consumers to large corporations - The Consumer & Regional Banking segment combines previously separate units to provide financial products to consumer and business customers through channels like branches, online banking, and call centers[21](index=21&type=chunk) - The Commercial Banking segment serves mid-market to large corporate clients with offerings including Middle Market Banking, Corporate/Specialty Banking, Asset Finance, Commercial Real Estate Banking, and Capital Markets[28](index=28&type=chunk) - Huntington is the **1 SBA lender in the nation** by loan volume as of the federal fiscal year ended September 30, 2023[25](index=25&type=chunk) [Regulatory Matters](index=10&type=section&id=Item%201.%20Business%23Regulatory%20Matters) Huntington operates under extensive regulation as a Category IV banking organization, subject to enhanced capital, liquidity, and consumer protection standards, including Basel III and CCAR - Huntington and the Bank are classified as a **Category IV banking organization**, subjecting them to enhanced prudential standards for firms with **$100 billion or more in total consolidated assets**[41](index=41&type=chunk)[55](index=55&type=chunk) - The company's Stress Capital Buffer (SCB) requirement was set at **3.2%** for the period of October 1, 2023, through September 30, 2024, a decrease from the previous 3.3%[73](index=73&type=chunk) - In November 2023, the FDIC issued a final rule for a special assessment to cover losses from 2023 bank failures. Huntington recognized an estimated expense of approximately **$214 million** in Q4 2023 related to this assessment[99](index=99&type=chunk) Regulatory Capital Ratios (Consolidated) as of Dec 31, 2023 | Ratio | Minimum Regulatory (%) | Minimum + Buffer (%) | Actual (%) | | :--- | :--- | :--- | :--- | | CET1 risk-based capital | 4.50% | 7.70% | 10.25% | | Tier 1 risk-based capital | 6.00% | 9.20% | 11.98% | | Total risk-based capital | 8.00% | 11.20% | 14.17% | | Tier 1 leverage | 4.00% | N/A | 9.32% | [Environmental, Social, and Governance (ESG)](index=22&type=section&id=Item%201.%20Business%23ESG) Huntington's ESG strategy, overseen by its Board, focuses on sustainable value creation through a **$40 billion Community Plan**, emissions reduction, high employee engagement, and diverse governance - Launched a five-year, **$40 billion Community Plan** in June 2021 to support small businesses, affordable housing, and economic justice. As of September 30, 2023, the company has achieved **$24.9 billion** of this commitment[117](index=117&type=chunk) - Established new Scope 1 and 2 emissions reduction goals in 2023 and is progressing towards its goal of using **50% renewable energy**[120](index=120&type=chunk) - Maintained high employee engagement in 2023, with **85% favorability on trust**, **82% on culture**, and **84% on engagement**, placing it in the top quartile among peers for Culture and Trust[124](index=124&type=chunk) - As of December 31, 2023, the combined middle, senior, and executive management levels were **48% diverse** (women or racially/ethnically diverse), and the total workforce was **67% diverse**[131](index=131&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) Huntington faces significant credit, market, liquidity, operational, compliance, strategic, and reputation risks, including interest rate fluctuations, cybersecurity threats, and regulatory changes - **Credit Risk:** The ACL of **$2.4 billion** at Dec 31, 2023, may not be adequate to cover lifetime losses if economic conditions worsen, affecting net income and capital[139](index=139&type=chunk) - **Market Risk:** Changes in interest rates can significantly reduce net interest income and negatively impact the value of loans and securities. Rising rates reduce the value of fixed-rate securities, impacting OCI and tangible equity[144](index=144&type=chunk)[146](index=146&type=chunk) - **Liquidity Risk:** The company is dependent on dividends from its subsidiary bank for funds. A loss of depositor confidence or diminished access to capital markets could impair its ability to meet obligations[153](index=153&type=chunk)[155](index=155&type=chunk)[158](index=158&type=chunk) - **Operational & Cybersecurity Risk:** The company faces significant risks from system failures, cyber-attacks (such as denial of service, hacking, and phishing), and reliance on third-party vendors, which could lead to data breaches, financial loss, and reputational harm[162](index=162&type=chunk)[163](index=163&type=chunk)[167](index=167&type=chunk) - **Compliance Risk:** Operating in a highly regulated industry exposes the company to risks from changing laws and regulations. Failure to comply could result in fines, penalties, and business restrictions[189](index=189&type=chunk) [Unresolved Staff Comments](index=40&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[207](index=207&type=chunk) [Cybersecurity](index=41&type=section&id=Item%201C.%20Cybersecurity) Huntington's cybersecurity program, overseen by the Board's Technology Committee and led by the CISO, integrates into ERM, follows NIST, and employs multi-faceted strategies to mitigate threats - Cybersecurity practices are integrated into the company's Enterprise Risk Management (ERM) approach and follow the NIST cybersecurity framework[209](index=209&type=chunk) - The Technology Committee of the Board of Directors oversees the management of cybersecurity threats, receiving regular reports from the Chief Information Security Officer (CISO)[211](index=211&type=chunk) - The company employs a multi-faceted strategy including technical safeguards, third-party risk management, employee training, and collaboration with public and private entities to mitigate cyber risks[212](index=212&type=chunk) - A member of the Board of Directors has an extensive cybersecurity background, having served as the first-ever U.S. National Cyber Director[213](index=213&type=chunk) [Properties](index=42&type=section&id=Item%202.%20Properties) Huntington's headquarters are in Columbus, Ohio, with commercial headquarters in Detroit, Michigan, and numerous other owned or leased facilities deemed adequate for operations - Headquarters are located in the Huntington Center in Columbus, Ohio, and the commercial headquarters is in the Detroit Tower, Detroit, Michigan[215](index=215&type=chunk) - The company owns or leases numerous other facilities, including operations centers, offices, and branches, which are considered adequate for business operations[216](index=216&type=chunk) [Legal Proceedings](index=42&type=section&id=Item%203.%20Legal%20Proceedings) Information on legal proceedings is incorporated by reference from Note 22 of the Notes to Consolidated Financial Statements - Details on legal proceedings are provided in Note 22 - "Commitments and Contingent Liabilities" of the Notes to Consolidated Financial Statements[217](index=217&type=chunk) [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[218](index=218&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=43&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Huntington's common stock trades on Nasdaq under "HBAN," with a $100 investment in 2018 growing to $136 by 2023, underperforming the S&P 500 but slightly outperforming the KBW Bank Index - The company's common stock is traded on the Nasdaq Global Stock Market under the symbol **"HBAN"**[221](index=221&type=chunk) Five-Year Cumulative Total Return Comparison | | 2018 ($) | 2019 ($) | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | HBAN | $100 | $132 | $117 | $149 | $142 | $136 | | S&P 500 | $100 | $131 | $156 | $200 | $164 | $207 | | KBW Bank Index | $100 | $136 | $122 | $169 | $133 | $132 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2023, Huntington's net income decreased 13% to **$2.0 billion** due to a **$214 million FDIC assessment**, despite a 3% rise in net interest income, while maintaining strong credit and capital ratios - Completed the sale of the Retirement Plan Services (RPS) business in March 2023, resulting in a **$57 million gain**[228](index=228&type=chunk) - In Q4 2023, updated noninterest income presentation and revised the Funds Transfer Pricing (FTP) methodology for non-maturity deposits[232](index=232&type=chunk)[233](index=233&type=chunk) 2023 vs. 2022 Financial Highlights | Metric | 2023 (M) | 2022 (M) | Change (M) | % Change | | :--- | :--- | :--- | :--- | :--- | | Net Income | $1,951 | $2,238 | ($287) | (13)% | | Diluted EPS | $1.24 | $1.45 | ($0.21) | (14)% | | Net Interest Income | $5,439 | $5,273 | $166 | 3% | | Noninterest Income | $1,921 | $1,981 | ($60) | (3)% | | Noninterest Expense | $4,574 | $4,201 | $373 | 9% | [Discussion of Results of Operations](index=47&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Discussion%20of%20Results%20of%20Operations) In 2023, net interest income grew 3% to **$5.4 billion**, while noninterest income decreased 3% to **$1.9 billion**, and noninterest expense rose 9% to **$4.6 billion**, largely due to a **$214 million FDIC assessment** - FTE net interest income increased by **$177 million (3%)** in 2023, driven by a **$8.3 billion (5%)** increase in average earning assets and higher yields, partially offset by higher funding costs[256](index=256&type=chunk) - The provision for credit losses increased by **$113 million (39%)** to **$402 million** in 2023, driven by loan growth and modest ACL coverage ratio builds reflecting the current macroeconomic environment[263](index=263&type=chunk) - Noninterest income decreased by **$60 million (3%)**, primarily due to lower gains on loan sales, reduced customer fees, and a decline in mortgage banking income. This was partially offset by a **$57 million gain** on the sale of the RPS business[264](index=264&type=chunk) - Noninterest expense increased by **$373 million (9%)**, largely due to a **$214 million FDIC special assessment** and a **$128 million (5%)** increase in personnel costs[266](index=266&type=chunk) - The effective tax rate decreased to **17.3%** in 2023 from 18.6% in 2022, mainly due to lower pretax income and higher general business credits[268](index=268&type=chunk) [Risk Management and Capital](index=54&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Risk%20Management%20and%20Capital) Huntington manages risk through a comprehensive framework covering credit, market, liquidity, operational, compliance, strategic, and reputation, maintaining strong capital levels with a **CET1 ratio of 10.25%** and **$2.4 billion ACL** at year-end 2023 - Risk governance is overseen by three Board committees (Risk Oversight, Technology, Audit) and guided by an aggregate moderate-to-low, through-the-cycle risk appetite[271](index=271&type=chunk) - Total loans and leases increased **2%** to **$122.0 billion** at year-end 2023. The portfolio is split **56% commercial** and **44% consumer**[285](index=285&type=chunk) - The Allowance for Credit Losses (ACL) was **$2.4 billion**, or **1.97%** of total loans and leases, at December 31, 2023, up from 1.90% at year-end 2022[345](index=345&type=chunk) - Net charge-offs increased to **0.23%** of average loans in 2023 from 0.11% in 2022, reflecting normalization, particularly in commercial portfolios[350](index=350&type=chunk) - The CET1 risk-based capital ratio improved to **10.25%** at Dec 31, 2023, from 9.36% at Dec 31, 2022, driven by earnings and a decrease in risk-weighted assets[421](index=421&type=chunk) [Business Segment Discussion](index=82&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%23Business%20Segment%20Discussion) In 2023, Consumer & Regional Banking net income rose **28%** to **$1.3 billion**, Commercial Banking net income grew **8%** to **$1.2 billion**, while Treasury/Other reported a **$543 million net loss** due to higher funding costs Net Income (Loss) by Business Segment (in millions) | Segment | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Consumer & Regional Banking | $1,315 | $1,027 | $1,337 | | Commercial Banking | $1,179 | $1,087 | $939 | | Treasury / Other | ($543) | $124 | ($981) | | **Total Net Income** | **$1,951** | **$2,238** | **$1,295** | - **Consumer & Regional Banking:** Net income increased by **$288 million (28%)** in 2023, driven by a **$504 million** increase in net interest income. Noninterest income was slightly down but included a **$57 million gain** from the sale of the RPS business[435](index=435&type=chunk) - **Commercial Banking:** Net income increased by **$92 million (8%)** in 2023. Net interest income grew by **$355 million**, but the provision for credit losses increased by **$127 million**, reflecting concerns in the commercial real estate portfolio[439](index=439&type=chunk) - **Treasury / Other:** Reported a net loss of **$543 million** in 2023, a **$667 million** decrease from 2022 net income, primarily due to a **$693 million** drop in net interest income from higher funding costs[443](index=443&type=chunk) [Financial Statements and Supplementary Data](index=89&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates consolidated financial statements, with PricewaterhouseCoopers LLP issuing an unqualified opinion on financial statements and internal controls, noting the valuation of the Allowance for Credit Losses as a critical audit matter - The independent auditor, PricewaterhouseCoopers LLP, provided an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[475](index=475&type=chunk) - A critical audit matter was identified related to the valuation of the general reserve of the Allowance for Credit Losses, citing the significant management judgment and subjectivity involved[483](index=483&type=chunk)[484](index=484&type=chunk) Consolidated Balance Sheet Highlights (in millions) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Assets | $189,368 | $182,906 | | Net Loans and Leases | $119,727 | $117,402 | | Total Deposits | $151,230 | $147,914 | | Total Liabilities | $169,970 | $165,137 | | Total Shareholders' Equity | $19,353 | $17,731 | [Controls and Procedures](index=162&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2023, with no material changes to internal control over financial reporting in Q4 2023 - The CEO and CFO concluded that Huntington's disclosure controls and procedures were effective as of December 31, 2023[793](index=793&type=chunk) - No changes in internal control over financial reporting occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, these controls[795](index=795&type=chunk) [Other Information](index=162&type=section&id=Item%209B.%20Other%20Information) On November 20, 2023, Chief Marketing and Communications Officer Julie C. Tutkovics adopted a Rule 10b5-1 trading plan for the potential sale of up to **178,395 shares** of common stock - Chief Marketing and Communications Officer, Julie C. Tutkovics, adopted a Rule 10b5-1 trading plan on November 20, 2023, for the sale of up to **178,395 shares**[796](index=796&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=162&type=section&id=Item%2010.%20Directors,%20Executive%20Officers,%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the registrant's definitive Proxy Statement for the 2024 Annual Shareholders' Meeting[799](index=799&type=chunk) [Executive Compensation](index=163&type=section&id=Item%2011.%20Executive%20Compensation) Details on executive officer and director compensation are incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the registrant's definitive Proxy Statement for the 2024 Annual Shareholders' Meeting[800](index=800&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=163&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of December 31, 2023, **34,359,531 securities** were issuable under approved equity plans at a **$4.53** weighted-average exercise price, with **14,508,872** remaining available for future issuance Equity Compensation Plan Information as of December 31, 2023 | Plan Category | Number of securities to be issued upon exercise (a) | Weighted-average exercise price of outstanding options (b) ($) | Number of securities remaining available for future issuance (c) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 34,359,531 | $4.53 | 14,508,872 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **34,359,531** | **$4.53** | **14,508,872** | [Certain Relationships and Related Transactions, and Director Independence](index=163&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information on related person transactions and director independence is incorporated by reference from the company's 2024 Proxy Statement - Information is incorporated by reference from the registrant's definitive Proxy Statement for the 2024 Annual Shareholders' Meeting[804](index=804&type=chunk) [Principal Accounting Fees and Services](index=163&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) Information on principal accounting fees and services is incorporated by reference from the "Audit Matters" section of the company's 2024 Proxy Statement - Information is incorporated by reference from the registrant's definitive Proxy Statement for the 2024 Annual Shareholders' Meeting[805](index=805&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=164&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements, schedules, and exhibits filed with or incorporated by reference into the Form 10-K, including governing documents and certifications - This section incorporates by reference the consolidated financial statements from Item 8 and lists all exhibits filed with the report[807](index=807&type=chunk)[808](index=808&type=chunk) [Form 10-K Summary](index=164&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[809](index=809&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Huntington Bancshares Incorporated (Exact name of registrant as specified in its charter) Maryland 1-34073 31-0724920 (State or other jurisdiction of incorporation ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Huntington Bancshares Incorporated (Exact name of registrant as specified in its charter) Maryland 1-34073 31-0724920 (State or other jurisdiction of incorporation or or ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Huntington Bancshares Incorporated (Exact name of registrant as specified in its charter) Maryland 1-34073 31-0724920 (State or other jurisdiction o ...

For the fiscal year ended December 31, 2022 Commission File Number 1-34073 Huntington Bancshares Incorporated (Exact name of registrant as specified in its charter) __________________________________________________________________________________________________________________________________________________________________________ | Maryland | | 31-0724920 | | --- | --- | --- | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | 41 South High Stre ...