Huntington Bancshares 10Q 2022 Q3 Quarterly report

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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, 2022


☐			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 organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Registrant’s address: 41 South High Street, Columbus, Ohio 43287

Registrant’s telephone number, including area code: (614) 480-2265

Securities registered pursuant to Section 12(b) of the Act


Title of class	Trading Symbol(s)	Name of exchange on which registered


Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock)	HBANP	NASDAQ
Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock)	HBANM	NASDAQ
Common Stock—Par Value $0.01 per Share	HBAN	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes x No

There were 1,442,734,255 shares of the registrant’s common stock ($0.01 par value) outstanding on September 30, 2022.

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HUNTINGTON BANCSHARES INCORPORATED

INDEX


Glossary of Acronyms and Terms			3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			40
Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021			40
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021			41
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2022 and 2021			42
Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2022 and 2021			43
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021			45
Notes to Unaudited Condensed Consolidated Financial Statements			47
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			5
Executive Overview			5
Discussion of Results of Operations			7
Risk Management and Capital:			17
Credit Risk			17
Market Risk			24
Liquidity Risk			28
Operational Risk			29
Compliance Risk			30
Capital			30
Business Segment Discussion			32
Additional Disclosures			36
Item 3. Quantitative and Qualitative Disclosures about Market Risk			88
Item 4. Controls and Procedures			88
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			88
Item 1A. Risk Factors			88
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			89
Item 6. Exhibits			90
Signatures			91

2 Huntington Bancshares Incorporated

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Glossary of Acronyms and Terms

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:


ACL						Allowance for Credit Losses
AFS						Available-for-Sale

ALLL						Allowance for Loan and Lease Losses
AOCI						Accumulated Other Comprehensive Income (Loss)
ASC						Accounting Standards Codification

AULC						Allowance for Unfunded Lending Commitments
Basel III						Refers to the final rule issued by the FRB and OCC and published in the Federal Register on October 11, 2013

C&I						Commercial and Industrial

CDs						Certificates of Deposit

CECL						Current Expected Credit Loss
CET1						Common Equity Tier 1 on a Basel III basis
CFPB						Bureau of Consumer Financial Protection
CMO						Collateralized Mortgage Obligations
COVID-19						Coronavirus Disease 2019
CRE						Commercial Real Estate

EAD						Exposure at Default
EVE						Economic Value of Equity
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
FHLB						Federal Home Loan Bank
FICO						Fair Isaac Corporation

FRB						Federal Reserve Bank or the Federal Reserve Board
FTE						Fully-Taxable Equivalent
FTP						Funds Transfer Pricing
FVO						Fair Value Option
GAAP						Generally Accepted Accounting Principles in the United States of America
GDP						Gross Domestic Product
HTM						Held-to-Maturity
IRS						Internal Revenue Service


LGD						Loss Given Default
LIBOR						London Interbank Offered Rate
LIHTC						Low Income Housing Tax Credit
MBS						Mortgage-Backed Securities
MD&A						Management’s Discussion and Analysis of Financial Condition and Results of Operations
MSR						Mortgage Servicing Right
NAICS						North American Industry Classification System
NALs						Nonaccrual Loans
NCO						Net Charge-off
NII						Net Interest Income
NIM						Net Interest Margin
NM						Not Meaningful
NPAs						Nonperforming Assets

OCC						Office of the Comptroller of the Currency
OCI						Other Comprehensive Income

OLEM						Other Loans Especially Mentioned

2022 3Q Form 10-Q 3

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PCD						Purchased Credit Deteriorated
PD						Probability of Default
PPP						Paycheck Protection Program

RBHPCG						Regional Banking and The Huntington Private Client Group
ROC						Risk Oversight Committee



SBA						Small Business Administration
SCB						Stress Capital Buffer
SEC						Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate
TCF						TCF Financial Corporation
TDR						Troubled Debt Restructuring
U.S. Treasury						U.S. Department of the Treasury

UPB						Unpaid Principal Balance
VIE						Variable Interest Entity
XBRL						eXtensible Business Reporting Language

4 Huntington Bancshares Incorporated

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PART I. FINANCIAL INFORMATION

When we refer to “we”, “our”, “us”, “Huntington”, and “the Company” in this report, we mean Huntington Bancshares Incorporated and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, Huntington Bancshares Incorporated. When we refer to the “Bank” in this report, we mean our only bank subsidiary, The Huntington National Bank, and its subsidiaries.

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 have over 150 years of servicing the financial needs of our customers. Through our subsidiaries, we provide full-service commercial and consumer banking services, mortgage banking services, automobile financing, recreational vehicle and marine financing, investment banking, capital markets, and advisory services, equipment financing, distribution finance (formerly referred to as inventory finance), investment management, trust services, brokerage services, insurance products and services, and other financial products and services. At September 30, 2022, our 1,032 full-service branches and private client group offices are primarily located in Ohio, Colorado, Illinois, Indiana, Kentucky, Michigan, Minnesota, Pennsylvania, West Virginia, and Wisconsin. Select financial services and other activities are also conducted in various other states. International banking services are available through the headquarters office in Columbus, Ohio. Our foreign banking activities, in total or with any individual country, are not significant.

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 2021 Annual Report on Form 10-K should be read in conjunction with this MD&A as this discussion provides only material updates to the 2021 Annual Report on Form 10-K. This MD&A should also be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, and other information contained in this report.

EXECUTIVE OVERVIEW

In June 2021, Huntington closed the acquisition of TCF Financial Corporation. Historical periods prior to June 9, 2021 reflect results of legacy Huntington operations. Subsequent to closing, results reflect all post-acquisition activity. See Note 3 “Acquisition of TCF Financial Corporation” of the Notes to Unaudited Condensed Consolidated Financial Statements appearing in Huntington’s 2021 Annual Report on Form 10-K for further information.

In May 2022, Huntington completed the acquisition of Torana, now known as Huntington Choice Pay, a digital payments business focused on business to consumer payments. This acquisition along with the formation of our enterprise-wide payments group reflects one of our strategic priorities to accelerate our payments capabilities and expand the services provided to our customers.

In June 2022, Huntington completed the acquisition of Capstone Partners, a top tier middle market investment bank and advisory firm. The transaction brings a national scale to serve middle market business owners throughout the corporate lifecycle, building on Huntington’s regional banking foundation. Capstone Partners related revenue, including mergers and acquisitions, capital raising and other advisory-related fees, is recognized within capital markets fees in the Consolidated Statements of Income.

Summary of 2022 Third Quarter Results Compared to 2021 Third Quarter

For the quarter, we reported net income of $594 million, or $0.39 per diluted common share, compared with $377 million, or $0.22 per diluted common share, in the year-ago quarter.

2022 3Q Form 10-Q 5

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Net interest income was $1.4 billion, up $244 million, or 21% from the year-ago quarter. FTE net interest income, a non-GAAP financial measure, increased $245 million, or 21%, from the year-ago quarter. The increase in FTE net interest income primarily reflects a 51 basis point increase in the FTE NIM to 3.42% and a $4.9 billion, or 3%, increase in average earning assets. The year-over-year increase in NIM was driven by the higher rate environment driving an increase in loan and lease and investment security yields, partially offset by higher cost of funds. Average earning assets growth included a $7.3 billion, or 7%, increase in average loans and leases and a $6.7 billion, or 19%, increase in average securities, partially offset by an $8.3 billion, or 72%, decrease in deposits held at the FRB.

The provision for credit losses increased $168 million from the year-ago quarter to $106 million in the 2022 third quarter. The increase in provision for credit losses was primarily due to loan and lease growth. The ACL increased $25 million from the year-ago quarter to $2.2 billion in the 2022 third quarter, or 1.89% of total loans and leases, compared to $2.2 billion, or 2.01% of total loans and leases. The decrease in ACL as a percentage of total loans and leases reflects the overall improved credit performance of the loan and lease portfolio, while also recognizing the uncertainty in the near-term macroeconomic outlook. NCOs decreased $11 million from the year-ago-quarter to $44 million. Total NCOs represented an annualized 0.15% of average loans and leases in the current quarter, down from 0.20% in the year-ago quarter.

Noninterest income was $498 million, a decrease of $37 million, or 7%, and noninterest expense decreased $236 million, or 18%, from the year-ago quarter. The decrease in noninterest income was primarily due to decreases in mortgage banking income and service charges on deposit accounts, partially offset by an increase in capital markets fees. The decrease in noninterest expense was primarily due to a reduction in acquisition-related expenses of $224 million and execution of cost reduction initiatives associated with the TCF acquisition.

The tangible common equity to tangible assets ratio was 5.32% at September 30, 2022, down 156 basis points from December 31, 2021, primarily due to a decrease in tangible common equity related to higher interest rates causing an increase in accumulated other comprehensive loss, partially offset by undistributed earnings. CET1 risk-based capital ratio was 9.27%, down from 9.33% from December 31, 2021. The decrease in regulatory capital ratios was primarily driven by dividends, risk-weighted assets growth, and goodwill recognized, partially offset by earnings.

General

Our general business objectives are:

•Build on our vision to become 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 proactive and personalized guidance, differentiated products, and expertise

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

•Add scale and scope by acquiring and deepening relationships and launching of select partnerships

•Maintain positive operating leverage and execute disciplined capital management

•Execute effective risk management with an aggregate moderate-to-low, through-the-cycle risk appetite

COVID-19

The COVID-19 pandemic has caused unprecedented disruption that has affected daily living and has negatively impacted the economy. As further discussed in “Discussion of Results of Operations,” the volatility in the markets and economic uncertainty caused by the pandemic continue to have impact.

Huntington reacted quickly to the changes required by the pandemic as a result of the commitment and flexibility of our colleagues coupled with well-prepared business continuity plans. We continue to make progress welcoming more of our colleagues back to the office as part of our Coming Back Together plan. We offer Workplace Flex to help employees achieve work/life harmony in support of the business. We achieve this with flexible work arrangements, parental leave, and other health, wellness and financial benefits and services that assist employees and their families. We continue to monitor the impact of the virus and current government guidelines.

6 Huntington Bancshares Incorporated

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Economy

Growth in economic activity and demand for goods and services, alongside labor shortages, supply chain complications and geopolitical matters, have contributed to rising inflation. In response, the FRB has raised interest rates and has been reducing the size of its balance sheet. Furthermore, the FRB signaled that it would continue to implement these policy actions in order to bring inflation down. The timing and impact of inflation and rising interest rates on our business and related financial results will depend on future developments, which are highly uncertain and difficult to predict. Our businesses and financial results may be impacted by a variety of other factors as well, such as an economic slowdown or recession.

We delivered positive results this quarter, driven by continued execution of strategic initiatives including loan and lease growth, higher deposit balances and expanded fee income while maintaining disciplined expense management. The recent addition of Capstone Partners has expanded the expertise we bring to customers, is benefiting our continued efforts to deepen relationships with commercial customers and is increasing our fee income opportunities. Credit continues to perform well in keeping with our aggregate moderate-to-low, through-the-cycle risk appetite. Through our disciplined and proactive approach, we believe Huntington is well positioned to manage through the uncertainty in the macroeconomic environment. We remain focused on delivering profitable growth.

DISCUSSION OF RESULTS OF OPERATIONS

This section provides a review of financial performance on a consolidated basis. Key Unaudited Condensed Consolidated Balance Sheet and Unaudited Condensed Statement of Income 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”.

2022 3Q Form 10-Q 7

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Table 1 - Selected Quarterly Income Statement Data

	Three Months Ended
	September 30,			September 30,			Change
(amounts in millions, except per share data)	2022			2021			Amount		Percent
Interest income	$	1,589		$	1,205		$	384	32	%
Interest expense	185			45			140		NM
Net interest income	1,404			1,160			244		21
Provision for credit losses	106			(62)			168		NM
Net interest income after provision for credit losses	1,298			1,222			76		6
Service charges on deposit accounts	93			114			(21)		(18)
Card and payment processing income	96			96			—		—
Mortgage banking income	26			81			(55)		(68)
Trust and investment management services	60			61			(1)		(2)
Capital markets fees	73			40			33		83
Insurance income	28			25			3		12
Leasing revenue	29			42			(13)		(31)
Bank owned life insurance income	13			15			(2)		(13)
Gain on sale of loans	15			2			13		NM

Other noninterest income	65			59			6		10
Total noninterest income	498			535			(37)		(7)
Personnel costs	614			643			(29)		(5)
Outside data processing and other services	145			304			(159)		(52)
Net occupancy	63			95			(32)		(34)
Equipment	60			79			(19)		(24)
Professional services	18			26			(8)		(31)
Marketing	24			25			(1)		(4)
Deposit and other insurance expense	15			17			(2)		(12)
Amortization of intangibles	13			13			—		—
Lease financing equipment depreciation	11			19			(8)		(42)
Other noninterest expense	90			68			22		32
Total noninterest expense	1,053			1,289			(236)		(18)
Income before income taxes	743			468			275		59
Provision for income taxes	146			90			56		62
Income after income taxes	597			378			219		58
Income attributable to non-controlling interest	3			1			2		NM
Net income attributable to Huntington Bancshares Inc	594			377			217		58
Dividends on preferred shares	29			29			—		—
Impact of preferred stock redemption	—			15			(15)		NM
Net income applicable to common shares	$	565		$	333		$	232	70	%

Average common shares—basic	1,443			1,463			(20)		(1)	%
Average common shares—diluted	1,465			1,487			(22)		(1)
Net income per common share—basic	$	0.39		$	0.23		$	0.16	70
Net income per common share—diluted	0.39			0.22			0.17		77
Return on average total assets	1.31		%	0.86		%
Return on average common shareholders’ equity	13.9			7.6
Return on average tangible common shareholders’ equity (1)	21.9			11.5
Net interest margin (2)	3.42			2.91
Efficiency ratio (3)	54.4			74.9
Effective tax rate	19.7			19.0

Revenue and Net Interest Income—FTE (non-GAAP)
Net interest income	$	1,404		$	1,160		$	244	21	%
FTE adjustment	8			7			1		14
Net interest income, FTE (non-GAAP) (2)	1,412			1,167			245		21
Noninterest income	498			535			(37)		(7)
Total revenue, FTE (non-GAAP) (2)	$	1,910		$	1,702		$	208	12	%

(1)Net income 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 and goodwill impairment divided by the sum of FTE net interest income and noninterest income excluding securities gains.

8 Huntington Bancshares Incorporated

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Table 2 - Selected Year to Date Income Statement Data

	Nine Months Ended September 30,				Change
(amounts in millions, except per share data)	2022		2021		Amount		Percent
Interest income	$	4,115	$	3,009	$	1,106	37	%
Interest expense	304		39		265		NM
Net interest income	3,811		2,970		841		28
Provision for credit losses	198		89		109		122
Net interest income after provision for credit losses	3,613		2,881		732		25
Service charges on deposit accounts	295		271		24		9
Card and payment processing income	278		241		37		15
Mortgage banking income	119		248		(129)		(52)
Trust and investment management services	188		169		19		11
Capital markets fees	169		104		65		63
Insurance income	86		77		9		12
Leasing revenue	91		58		33		57
Bank owned life insurance income	41		47		(6)		(13)
Gain on sale of loans	55		8		47		NM
Net gains on sales of securities	—		10		(10)		NM
Other noninterest income	160		141		19		13
Total noninterest income	1,482		1,374		108		8
Personnel costs	1,771		1,703		68		4
Outside data processing and other services	463		581		(118)		(20)
Net occupancy	185		209		(24)		(11)
Equipment	202		180		22		12
Professional services	56		91		(35)		(38)
Marketing	69		54		15		28
Deposit and other insurance expense	53		33		20		61
Amortization of intangibles	40		34		6		18
Lease financing equipment depreciation	36		24		12		50
Other noninterest expense	249		245		4		2
Total noninterest expense	3,124		3,154		(30)		(1)
Income before income taxes	1,971		1,101		870		79
Provision for income taxes	371		206		165		80
Income after income taxes	1,600		895		705		79
Income attributable to non-controlling interest	7		1		6		NM
Net income attributable to Huntington Bancshares Inc	1,593		894		699		78
Dividends on preferred shares	85		103		(18)		(17)
Impact of preferred stock redemption	—		15		(15)		NM
Net income applicable to common shares	$	1,508	$	776	$	732	94	%

Average common shares—basic	1,441		1,202		239		20	%
Average common shares—diluted	1,464		1,225		239		20
Net income per common share—basic	$	1.05	$	0.65	$	0.40	62
Net income per common share—diluted	1.03		0.63		0.40		63


Revenue and Net Interest Income—FTE (Non-GAAP)
Net interest income	$	3,811	$	2,970	$	841	28	%
FTE adjustment	22		19		3		16
Net interest income, FTE (non-GAAP) (1)	3,833		2,989		844		28
Noninterest income	1,482		1,374		108		8
Total revenue, FTE (non-GAAP) (1)	$	5,315	$	4,363	$	952	22	%

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

2022 3Q Form 10-Q 9

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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 3 - Consolidated Quarterly Average Balance Sheet and Net Interest Margin
	Three Months Ended
	September 30, 2022						September 30, 2021						Change in
	Average		Interest		Yield/		Average		Interest		Yield/		Average Balances
(dollar amounts in millions)	Balances		Income (FTE) (1)		Rate (2)		Balances		Income (FTE) (1)		Rate (2)		Amount		Percent
Assets:
Interest-bearing deposits at Federal Reserve Bank	$	3,204	$	19	2.39	%	$	11,536	$	4	0.17	%	$	(8,332)	(72)	%
Interest-bearing deposits in banks	260		2		3.31		466		1		0.04		(206)		(44)
Securities:
Trading account securities	24		—		4.12		49		—		2.98		(25)		(51)
Available-for-sale securities:
Taxable	21,677		165		3.06		20,147		68		1.34		1,530		8
Tax-exempt	2,917		25		3.39		3,116		18		2.37		(199)		(6)
Total available-for-sale securities	24,594		190		3.09		23,263		86		1.48		1,331		6
Held-to-maturity securities—taxable	17,188		95		2.21		11,964		47		1.58		5,224		44



Other securities	804		7		3.21		677		2		1.43		127		19
Total securities	42,610		292		2.74		35,953		135		1.52		6,657		19
Loans held for sale	986		13		4.98		1,525		13		3.23		(539)		(35)
Loans and leases: (3)
Commercial:
Commercial and industrial	43,598		490		4.40		40,597		419		4.04		3,001		7



Commercial real estate	16,102		190		4.61		14,694		122		3.23		1,408		10
Lease financing	4,981		63		4.95		4,983		61		4.84		(2)		—
Total commercial	64,681		743		4.50		60,274		602		3.91		4,407		7
Consumer:
Residential mortgage	21,552		174		3.23		18,886		139		2.95		2,666		14
Automobile	13,514		120		3.53		13,209		121		3.62		305		2
Home equity	10,431		143		5.43		11,106		113		4.03		(675)		(6)
RV and marine	5,454		59		4.29		4,998		55		4.33		456		9
Other consumer	1,332		32		9.55		1,195		29		9.72		137		11
Total consumer	52,283		528		4.02		49,394		457		3.67		2,889		6
Total loans and leases	116,964		1,271		4.28		109,668		1,059		3.80		7,296		7
Allowance for loan and lease losses	(2,099)						(2,219)						120		5
Net loans and leases	114,865						107,449						7,416		7
Total earning assets	164,024		1,597		3.86		159,148		1,212		3.02		4,876		3
Cash and due from banks	1,697						1,535						162		11
Goodwill and other intangible assets	5,781						5,578						203		4
All other assets	10,154						9,791						363		4
Total assets	$	179,557					$	173,833					$	5,724	3	%
Liabilities and Shareholders’ Equity:
Interest-bearing deposits:
Demand deposits—interest-bearing	$	42,038	$	42	0.40	%	$	35,690	$	3	0.04	%	$	6,348	18	%
Money market deposits	34,058		25		0.29		33,281		7		0.08		777		2
Savings and other domestic deposits	21,439		1		0.02		20,931		1		0.03		508		2
Core certificates of deposit (4)	2,040		1		0.10		3,319		(2)		(0.23)		(1,279)		(39)
Other domestic deposits of $250,000 or more	193		—		0.35		582		1		0.21		(389)		(67)
Negotiable CDs, brokered and other deposits	4,124		23		2.25		3,905		1		0.15		219		6

Total interest-bearing deposits	103,892		92		0.35		97,708		11		0.05		6,184		6
Short-term borrowings	2,609		22		3.31		317		—		0.14		2,292		NM
Long-term debt	8,251		71		3.40		7,587		34		1.81		664		9
Total interest-bearing liabilities	114,752		185		0.64		105,612		45		0.17		9,140		9
Demand deposits—noninterest-bearing	42,116						44,595						(2,479)		(6)
All other liabilities	4,340						3,823						517		14
Total Huntington Bancshares Inc shareholders’ equity	18,317						19,783						(1,466)		(7)
Non-controlling interest	32						20						12		60
Total equity	18,349						19,803						(1,454)		(7)
Total liabilities and shareholders’ equity	$	179,557					$	173,833					$	5,724	3	%
Net interest rate spread					3.22						2.85
Impact of noninterest-bearing funds on margin					0.20						0.06
Net interest margin/NII (FTE)			$	1,412	3.42	%			$	1,167	2.91	%

(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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2022 Third Quarter versus 2021 Third Quarter

Net interest income for the 2022 third quarter increased $244 million, or 21%, from the 2021 third quarter. FTE net interest income, a non-GAAP financial measure, for the 2022 third quarter increased $245 million, or 21%, from the 2021 third quarter. The increase in FTE net interest income reflects a 51 basis point increase in the FTE NIM to 3.42% and a $4.9 billion, or 3%, increase in average total earning assets. The increase to FTE NIM was driven by the higher rate environment driving an increase in loan and lease and investment security yields, partially offset by higher cost of funds. The increase in average total earning assets included a $7.3 billion, or 7%, increase in average loans and leases and a $6.7 billion, or 19%, increase in average securities, partially offset by an $8.3 billion, or 72%, decrease in deposits held at the FRB. Average loan and lease balance increases were driven by organic growth in commercial and consumer loans and leases, partially offset by a $3.1 billion decrease in average PPP loans. The increase in average securities was driven by the redeployment of excess liquidity into securities in the second half of 2021.

Net interest income for the 2022 third quarter included $15 million of net interest income from purchase accounting accretion and $4 million in accelerated PPP loan fees recognized upon forgiveness payments from the SBA, compared to $36 million and $30 million, respectively, in the 2021 third quarter.

2022 3Q Form 10-Q 11

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Table 4 - Consolidated YTD Average Balance Sheets and Net Interest Margin
	Nine months ended
	September 30, 2022						September 30, 2021						Change in
	Average		Interest		Yield/		Average		Interest		Yield/		Average Balances
(dollar amounts in millions)	Balances		Income (FTE) (1)		Rate (2)		Balances		Income (FTE) (1)		Rate (2)		Amount		Percent
Assets:
Interest-bearing deposits at Federal Reserve Bank	$	4,629	$	29	0.84	%	$	8,432	$	8	0.13	%	$	(3,803)	(45)	%
Interest-bearing deposits in banks	200		3		1.85		322		1		0.04		(122)		(38)
Securities:
Trading account securities	33		1		3.75		50		1		3.21		(17)		(34)
Available-for-sale securities:
Taxable	22,509		378		2.24		18,376		184		1.33		4,133		22
Tax-exempt	2,887		66		3.04		2,868		52		2.43		19		1
Total available-for-sale securities	25,396		444		2.33		21,244		236		1.48		4,152		20
Held-to-maturity securities—taxable	16,336		251		2.05		9,185		124		1.81		7,151		78



Other securities	841		18		2.83		524		6		1.57		317		60
Total securities	42,606		714		2.23		31,003		367		1.58		11,603		37
Loans held for sale	1,086		33		4.00		1,404		31		2.90		(318)		(23)
Loans and leases: (3)
Commercial:
Commercial and industrial	42,569		1,297		4.02		35,657		1,053		3.90		6,912		19



Commercial real estate	15,484		435		3.70		10,345		243		3.09		5,139		50
Lease financing	4,938		185		4.95		3,336		125		4.96		1,602		48
Total commercial	62,991		1,917		4.01		49,338		1,421		3.80		13,653		28
Consumer:
Residential mortgage	20,536		478		3.10		14,941		338		3.02		5,595		37
Automobile	13,512		347		3.44		12,891		352		3.65		621		5
Home equity	10,406		360		4.62		9,771		282		3.86		635		6
RV and marine	5,293		166		4.19		4,549		145		4.26		744		16
Other consumer	1,301		90		9.21		1,058		83		10.44		243		23
Total consumer	51,048		1,441		3.77		43,210		1,200		3.71		7,838		18
Total loans and leases	114,039		3,358		3.91		92,548		2,621		3.76		21,491		23
Allowance for loan and lease losses	(2,067)						(1,953)						(114)		(6)
Net loans and leases	111,972						90,595						21,377		24
Total earning assets	162,560		4,137		3.40		133,709		3,028		3.03		28,851		22
Cash and due from banks	1,672						1,242						430		35
Goodwill and other intangible assets	5,660						3,615						2,045		57
All other assets	10,092						8,459						1,633		19
Total assets	$	177,917					$	145,072					$	32,845	23	%
Liabilities and Shareholders’ Equity:
Interest-bearing deposits:
Demand deposits—interest-bearing	$	41,467	$	56	0.18	%	$	30,776	$	9	0.04	%	$	10,691	35	%
Money market deposits	33,512		37		0.15		29,243		15		0.07		4,269		15
Savings and other domestic deposits	21,480		3		0.02		16,165		4		0.03		5,315		33
Core certificates of deposit (4)	2,274		2		0.10		2,186		1		0.05		88		4
Other domestic deposits of $250,000 or more	244		—		0.24		320		1		0.23		(76)		(24)
Negotiable CDs, brokered and other deposits	3,522		30		1.14		3,417		4		0.16		105		3

Total interest-bearing deposits	102,499		128		0.17		82,107		34		0.05		20,392		25
Short-term borrowings	3,139		36		1.52		256		—		0.26		2,883		NM
Long-term debt (5)	7,401		140		2.51		7,413		5		0.10		(12)		—
Total interest-bearing liabilities	113,039		304		0.36		89,776		39		0.06		23,263		26
Demand deposits—noninterest-bearing	42,157						36,139						6,018		17
All other liabilities	4,158						2,952						1,206		41
Total Huntington Bancshares Inc shareholders’ equity	18,534						16,196						2,338		14
Non-controlling interest	29						9						20		NM
Total equity	18,563						16,205						2,358		15
Total liabilities and shareholders’ equity	$	177,917					$	145,072					$	32,845	23	%
Net interest rate spread					3.04						2.97
Impact of noninterest-bearing funds on margin					0.11						0.02
Net interest margin/NII			$	3,833	3.15	%			$	2,989	2.99	%

(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.

(5) Reflects the net mark-to-market impact of interest rate caps, a benefit of $89 million, or 161 bps, for the first nine-month period of 2021. There was no impact for the first nine-month period of 2022.

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2022 First Nine Months versus 2021 First Nine Months

Net interest income for the first nine-month period of 2022 increased $841 million, or 28%, from the year-ago period. FTE net interest income, a non-GAAP financial measure, for the first nine-month period of 2022 increased $844 million, or 28%, from the year-ago period. The increase in FTE net interest income reflected the benefit of a $28.9 billion, or 22%, increase in average total earning assets in addition to a 16 basis point increase in the FTE NIM to 3.15%. The increase in average total earning assets included a $21.5 billion, or 23%, increase in average loans and leases and a $11.6 billion, or 37%, increase in average securities. Average balances across earning assets categories reflect the late second-quarter 2021 TCF acquisition in addition to organic growth. The increase in average securities was additionally driven by the redeployment of excess liquidity into securities in the second half of 2021.

The NIM expansion was driven by the higher rate environment driving an increase in loans and lease and investment security yields, partially offset by higher cost of funds, the prior year benefit from the $89 million net mark-to-market impact of interest rate caps, and the impact of lower accelerated PPP loan fees recognized upon forgiveness payments from the SBA in 2022.

Net interest income for the first nine-month period of 2022 included $50 million of net interest income from purchase accounting accretion and $20 million in accelerated PPP loan fees recognized upon forgiveness payments from the SBA, compared to $46 million and $105 million, respectively, in the year-ago period.

Provision for Credit Losses

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

The provision for credit losses is the expense necessary to maintain the credit allowance at levels appropriate to absorb our estimate of credit losses expected over the life of the loan and lease portfolio, securities portfolio, and unfunded lending commitments.

The provision for credit losses for the 2022 third quarter of $106 million, an increase of $168 million, compared to the 2021 third quarter, primarily due to a combination of current period loan and lease growth and a reserve release in the prior year period. On a year-to-date basis, provision for credit losses for the first nine-month period of 2022 was $198 million, an increase of $109 million, or 122%, compared to the year-ago period, primarily due to loan and lease growth. The prior year-to-date provision for credit losses primarily reflected the TCF acquisition initial provision for credit losses of $294 million, offset by improvement in economic forecast in 2021 as there was more clarity relating to the economic impacts of COVID-19.

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


Table 5 - Provision for Credit Losses
	Three Months Ended		Nine months ended
	September 30,			September 30,		September 30,		September 30,
(dollar amounts in millions)	2022			2021		2022		2021
Provision for loan and lease losses	$	80		$	(56)	$	151	$	42
Provision for unfunded lending commitments	26			(6)		43		47
Provision for securities	—			—		4		—
Total provision for credit losses	$	106		$	(62)	$	198	$	89

The ACL increased $25 million from the year-ago quarter to $2.2 billion, or 1.89%, of total loans and leases, compared to $2.2 billion, or 2.01% of total loans and leases. The decrease in ACL as a percentage of total loans and leases reflects a gradual improvement in the economic outlook, while also recognizing the near-term recessionary risks.

2022 3Q Form 10-Q 13

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Noninterest Income

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


Table 6 - Noninterest Income
	Three Months Ended		3Q22 vs. 3Q21
	September 30,			September 30,		Change
(dollar amounts in millions)	2022			2021		Amount		Percent
Service charges on deposit accounts	$	93		$	114	$	(21)	(18)	%
Card and payment processing income	96			96		—		—
Mortgage banking income	26			81		(55)		(68)
Trust and investment management services	60			61		(1)		(2)
Capital markets fees	73			40		33		83
Insurance income	28			25		3		12
Leasing revenue	29			42		(13)		(31)
Bank owned life insurance income	13			15		(2)		(13)
Gain on sale of loans	15			2		13		NM

Other noninterest income	65			59		6		10
Total noninterest income	$	498		$	535	$	(37)	(7)	%

2022 Third Quarter versus 2021 Third Quarter

Noninterest income for the 2022 third quarter was $498 million, a decrease of $37 million, or 7%, from the year-ago quarter. Mortgage banking income decreased $55 million, or 68%, primarily reflecting lower secondary marketing spreads and lower salable volume. Service charges on deposit accounts decreased $21 million, or 18%, primarily reflecting impact from Fair Play enhancements implemented in July 2022 and conversion of TCF customers to Huntington’s Fair Play product and service set in October 2021. Leasing revenue decreased $13 million, or 31%, primarily reflecting a decrease in operating leases. Partially offsetting these decreases, capital markets fees increased $33 million, or 83%, primarily reflecting higher advisory fees supported by a full quarter impact of Capstone Partners, and gain on sale of loans increased $13 million, primarily due to resuming the sale of SBA loans in 2022.


Table 7 - Noninterest Income—2022 First Nine Months Ended vs. 2021 First Nine Months Ended
	Nine Months Ended September 30,				Change
(dollar amounts in millions)	2022		2021		Amount		Percent
Service charges on deposit accounts	$	295	$	271	$	24	9	%
Card and payment processing income	278		241		37		15
Mortgage banking income	119		248		(129)		(52)
Trust and investment management services	188		169		19		11
Capital markets fees	169		104		65		63
Insurance income	86		77		9		12
Leasing revenue	91		58		33		57
Bank owned life insurance income	41		47		(6)		(13)
Gain on sale of loans	55		8		47		NM
Net gains on sales of securities	—		10		(10)		NM
Other noninterest income	160		141		19		13
Total noninterest income	$	1,482	$	1,374	$	108	8	%

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Noninterest income for the first nine-month period of 2022 increased $108 million, or 8%, from the year-ago period. The first nine-month period of 2022 noninterest income across categories was driven by the full-period impact of the TCF acquisition, completed in June 2021. Capital markets fees increased $65 million, or 63%, primarily reflecting higher advisory fees supported by the impact of Capstone Partners, interest rate derivative fees, loan syndication fees, and foreign exchange fees. Gain on sale of loans increased $47 million, primarily due to resuming the sale of SBA loans in 2022. Trust and investment management services increased $19 million, or 11%, primarily reflecting continued strong sales and the impact of the TCF acquisition. All other increases were primarily a result of the impact of the TCF acquisition. These increases were partially offset by decreases in mortgage banking of $129 million, or 52%, primarily reflecting lower secondary marketing spreads and lower salable volume, and net gains on sales of securities of $10 million, as the prior year included sales reflecting securities optimization following the acquisition of TCF.

Noninterest Expense

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


Table 8 - Noninterest Expense
	Three Months Ended		3Q22 vs. 3Q21
	September 30,			September 30,		Change
(dollar amounts in millions)	2022			2021		Amount		Percent
Personnel costs	$	614		$	643	$	(29)	(5)	%
Outside data processing and other services	145			304		(159)		(52)
Net occupancy	63			95		(32)		(34)
Equipment	60			79		(19)		(24)
Professional services	18			26		(8)		(31)
Marketing	24			25		(1)		(4)
Deposit and other insurance expense	15			17		(2)		(12)
Amortization of intangibles	13			13		—		—
Lease financing equipment depreciation	11			19		(8)		(42)
Other noninterest expense	90			68		22		32
Total noninterest expense	$	1,053		$	1,289	$	(236)	(18)	%
Number of employees (average full-time equivalent)	19,997			20,908		(911)		(4)	%

Impacts of acquisition-related expenses:


	Three Months Ended
	September 30,		September 30,
(dollar amounts in millions)	2022		2021
Personnel costs	$	1	$	36
Outside data processing and other services	2		140
Net occupancy	6		36
Equipment	1		5
Professional services	—		9
Marketing	—		3

Other noninterest expense	—		5
Total noninterest expense adjustments	$	10	$	234

2022 Third Quarter versus 2021 Third Quarter

Noninterest expense for the 2022 third quarter was $1.1 billion, a decrease of $236 million, or 18%, from the year-ago quarter, primarily reflecting a $224 million decrease in acquisition-related expenses and execution of cost reduction initiatives associated with the TCF acquisition.

Table of Content


Table 9 - Noninterest Expense—2022 First Nine Months Ended vs. 2021 First Nine Months Ended

	Nine Months Ended September 30,				Change
(dollar amounts in millions)	2022		2021		Amount		Percent
Personnel costs	$	1,771	$	1,703	$	68	4	%
Outside data processing and other services	463		581		(118)		(20)
Net occupancy	185		209		(24)		(11)
Equipment	202		180		22		12
Professional services	56		91		(35)		(38)
Marketing	69		54		15		28
Deposit and other insurance expense	53		33		20		61
Amortization of intangibles	40		34		6		18
Lease financing equipment depreciation	36		24		12		50
Other noninterest expense	249		245		4		2
Total noninterest expense	$	3,124	$	3,154	$	(30)	(1)	%

Impacts of acquisition-related expenses:


	Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021
Personnel costs	$	8	$	146
Outside data processing and other services	39		181
Net occupancy	22		74
Equipment	3		9
Professional services	3		53
Marketing	—		3
Deposit and other insurance expense	1		—
Other noninterest expense	4		58
Total noninterest expense adjustments	$	80	$	524

Noninterest expense decreased $30 million, or 1%, from the year-ago period, primarily reflecting a $444 million decrease in acquisition-related expenses and execution of cost reduction initiatives, partially offset by the full-period impact of the TCF acquisition. Outside data processing and other services decreased $118 million, or 20%, professional services expense decreased $35 million, or 38%, and net occupancy expense decreased $24 million, or 11%, all primarily reflecting decreases in acquisition-related expense, partially offset by the full-period impact of the TCF acquisition. Partially offsetting these decreases, personnel costs increased $68 million, or 4%, primarily due to the impact of the full-period impact of the TCF acquisition in addition to impacts of merit increases, partially offset by a decrease in acquisition-related expenses. Equipment expense increased $22 million, or 12%, primarily reflecting the impact of the TCF acquisition and timing of technology equipment purchases and amortization. Marketing expense increased $15 million, or 28%, primarily reflecting investment in new product launches and expanding brand marketing. All other increases were primarily a result of the impact of the TCF acquisition.

Provision for Income Taxes

The provision for income taxes in the 2022 third quarter was $146 million, compared to $90 million in the 2021 third quarter. The provision for income taxes for the nine-month periods ended September 30, 2022 and September 30, 2021 was $371 million and $206 million, respectively. All periods included the benefits from general business credits, capital losses, tax-exempt income, tax-exempt bank owned life insurance income, and investments in qualified affordable housing projects. The effective tax rates for the 2022 third quarter and 2021 third quarter were 19.7% and 19.0%, respectively. The effective tax rates for the nine-month periods ended September 30, 2022 and September 30, 2021 were 18.8% and 18.7%, respectively.

The net federal deferred tax asset was $658 million, and the net state deferred tax asset was $84 million at September 30, 2022.

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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 2009. The 2010 and 2011 tax years remain under exam by the IRS. While the statute of limitations remains open for tax years 2012 through 2020, the IRS has advised that tax years 2012 through 2014 will not be audited and is currently examining the 2015 and 2016 federal income tax returns. Also, with few exceptions, we are no longer subject to state and local income tax examinations for tax years before 2017.

RISK MANAGEMENT AND CAPITAL

We use a multi-faceted approach to risk governance. It begins with our Board of Directors defining our risk appetite as aggregate moderate-to-low, through-the-cycle. 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 believe that our primary risk exposures are credit, market, liquidity, operational and compliance. More information on risk can be found in Item 1A Risk Factors below, the Risk Factors section included in Item 1A of our 2021 Annual Report on Form 10-K and subsequent filings with the SEC. The MD&A included in our 2021 Annual Report on Form 10-K should be read in conjunction with this MD&A, as this discussion provides only material updates to the 2021 Annual Report on Form 10-K. This MD&A should also be read in conjunction with the Unaudited Condensed Consolidated Financial Statements, Notes to Unaudited Condensed 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 2021 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 4 “Investment Securities and Other Securities” of the Notes to the Unaudited Condensed 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, and floors, 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 utilizing external data sources, enhanced modeling technology, and internal stress testing processes. Our ongoing expansion of portfolio management resources is 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.

2022 3Q Form 10-Q 17

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Loan and Lease Credit Exposure Mix

Refer to the “Loan and Lease Credit Exposure Mix” section of our 2021 Annual Report on Form 10-K for a brief description of each portfolio segment.

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


Table 10 - Loan and Lease Portfolio Composition

(dollar amounts in millions)	September 30, 2022				December 31, 2021
Commercial:
Commercial and industrial	$	44,144	38	%		$	41,688	37	%



Commercial real estate	16,456		14			14,961		14
Lease financing	5,093		4			5,000		4
Total commercial	65,693		56			61,649		55
Consumer:
Residential mortgage	21,816		18			19,256		17
Automobile	13,430		11			13,434		12
Home equity	10,440		9			10,550		9
RV and marine	5,436		5			5,058		5
Other consumer	1,332		1			1,320		2
Total consumer	52,454		44			49,618		45
Total loans and leases	$	118,147	100	%		$	111,267	100	%

Our loan 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.

Commercial Credit

Refer to the “Commercial Credit” section of our 2021 Annual Report on Form 10-K for our commercial credit underwriting and on-going credit management processes.

Consumer Credit

Refer to the “Consumer Credit” section of our 2021 Annual Report on Form 10-K for our consumer credit underwriting and on-going credit management processes.

18 Huntington Bancshares Incorporated

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


Table 11 - Loan and Lease Portfolio by Industry Type

(dollar amounts in millions)	September 30, 2022				December 31, 2021
Commercial loans and leases:
Real estate and rental and leasing	$	15,984	14	%	$	14,287	13	%
Retail trade (1)	8,760		7		6,709		6
Manufacturing	7,992		7		7,401		7
Finance and insurance	5,241		4		4,595		4
Health care and social assistance	4,278		4		4,733		4
Wholesale Trade	4,330		4		4,067		4
Accommodation and food services	3,368		3		3,778		3
Transportation and warehousing	3,073		3		3,096		3
Other services	2,057		2		2,119		2
Professional, scientific, and technical services	1,910		2		1,975		2
Construction	1,691		1		1,980		2
Arts, entertainment, and recreation	1,400		1		1,495		1
Admin./Support/Waste Mgmt. and Remediation Services	1,309		1		1,285		1
Utilities	1,085		1		932		1
Information	1,000		1		870		1
Public administration	678		1		713		1
Educational services	528		—		657		—
Agriculture, forestry, fishing and hunting	438		—		453		—
Mining, quarrying, and oil and gas extraction	212		—		358		—
Management of companies and enterprises	113		—		130		—
Unclassified/other	246		—		16		—
Total commercial loans and leases by industry category	65,693		56		61,649		55
Residential mortgage	21,816		18		19,256		17
Automobile	13,430		11		13,434		12
Home equity	10,440		9		10,550		9
RV and marine	5,436		5		5,058		5
Other consumer loans	1,332		1		1,320		2
Total loans and leases	$	118,147	100	%	$	111,267	100	%

(1) Amounts include $1.9 billion and $1.5 billion of auto dealer services loans at September 30, 2022 and December 31, 2021, respectively.

Credit Quality

(This section should be read in conjunction with Note 5 “Loans / Leases” and Note 6 “Allowance for Credit Losses” of the Notes to Unaudited Condensed 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 2022 third quarter reflected NCOs of $44 million, or 0.15% of average total loans and leases, annualized, a decrease of $11 million, compared to $55 million, or 0.20%, in the year-ago quarter. The decrease was driven by a $32 million reduction in Commercial NCOs to $15 million in the 2022 third quarter, partially offset by a $21 million increase in Consumer NCOs. NPAs decreased from December 31, 2021 by $123 million, or 16%, largely driven by a decrease in commercial and industrial NALs.

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NPAs and NALs

(This section should be read in conjunction with Note 5 “Loans / Leases” and Note 6 “Allowance for Credit Losses” of the Notes to Unaudited Condensed Consolidated Financial Statements and “Credit Quality” section appearing in Huntington’s 2021 Annual Report on Form 10-K.)

NPAs and NALs

Commercial loans are placed on nonaccrual status at 90-days past due, or earlier if repayment of principal and interest is in doubt. Of the $428 million of commercial related NALs at September 30, 2022, $271 million, or 63%, represented loans that were less than 30-days past due, demonstrating our continued commitment to proactive credit risk management.

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


Table 12 - Nonaccrual Loans and Leases and Nonperforming Assets

(dollar amounts in millions)	September 30, 2022			December 31, 2021
Nonaccrual loans and leases (NALs):
Commercial and industrial	$	288		$	370
Commercial real estate	110			104
Lease financing	30			48
Residential mortgage	94			111
Automobile	4			3
Home equity	75			79
RV and marine	1			1

Total nonaccrual loans and leases	602			716
Other real estate, net:
Residential	11			8
Commercial	—			1
Total other real estate, net	11			9
Other NPAs (1)	14			25
Total nonperforming assets	$	627		$	750

Nonaccrual loans and leases as a % of total loans and leases	0.51		%	0.64		%
NPA ratio (2)	0.53			0.67

(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

(This section should be read in conjunction with Note 6 “Allowance for Credit Losses” of the Notes to Unaudited Condensed Consolidated Financial Statements.)

Our ACL is comprised of two different components, both of which in our judgment are appropriate to absorb lifetime expected credit losses in our loan and lease portfolio: the ALLL and the AULC.

We use statistically-based models that employ assumptions about current and future economic conditions throughout the contractual life of the loan. The process of estimating expected credit losses is based on three key parameters: PD, EAD, and LGD. Beyond the reasonable and supportable period (two to three years), the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenario.

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Future economic conditions consider multiple macroeconomic scenarios provided to us by an independent third party and are reviewed through the appropriate committee governance channels described below. These macroeconomic scenarios contain certain variables that are influential to our modeling process, the most significant being unemployment rates and GDP. The probability weights assigned to each scenario are generally expected to be consistent from period to period and determined through our ACL process. Any changes in probability weights must be supported by appropriate documentation and approval of senior management. Additionally, we consider whether to adjust the modeled estimates to address possible limitations within the models or factors not captured within the macroeconomic scenarios. Lifetime losses for most of our loans and leases are evaluated collectively based on similar risk characteristics, risk ratings, origination credit bureau scores, delinquency status, and remaining months within loan agreements, among other factors.

The baseline scenario used for the 2022 third quarter assumes that the Russian oil supply losses will be largely offset resulting in the global oil market remaining balanced into 2023, allowing oil prices to gradually drop. The overnight federal funds rate is forecasted to continue to increase, hitting a terminal rate of 3.5% in Q1 2023 as the Federal Reserve continues to address the elevated inflation levels. The expectation is that the federal funds rate would stay at 3.5% through 2023, before starting to cut rates over the course of 2024.

The table below is intended to show how the forecasted path of unemployment rate and GDP has changed since the end of 2021:


Table 13 - Forecasted Key Macroeconomic Variables
Baseline scenario forecast	2021		2022				2023
	Q4		Q2		Q4		Q2		Q4


Unemployment rate (1)
4Q 2021	4.5	%	3.7	%	3.5	%	3.5	%	3.5	%


3Q 2022	N/A		N/A		3.7		3.9		4.0

Gross Domestic Product (1)
4Q 2021	6.6	%	3.6	%	2.5	%	2.9	%	2.8	%


3Q 2022	N/A		N/A		1.0		1.8		2.7

(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 those related to geopolitical instability, and current inflation levels considering multiple macroeconomic forecasts that reflected a range of possible outcomes in order to address such uncertainty. While we have incorporated estimates of economic uncertainty into our ACL, the ultimate impact of the current inflation levels and attempts to lower inflation through Federal Reserve rate actions will have on the economy remains uncertain.

Management develops additional analytics to support adjustments to our modeled results. Our governance committees reviewed model results of various economic scenarios for appropriate usage, concluding that the quantitative transactional reserve will continue to utilize scenario weighting. Given the uncertainty associated with key economic scenario assumptions, the September 30, 2022 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 methodology committee is responsible for developing the methodology, assumptions and estimates used in the calculation, as well as determining the appropriateness of the ACL. The ALLL represents the estimate of lifetime expected losses in the loan and lease portfolio at the reported date. The loss modeling process uses an EAD concept to calculate total expected losses on both funded balances and unfunded lending commitments, where appropriate. Losses related to the unfunded lending commitments are then recorded as AULC within other liabilities in the Unaudited Condensed Consolidated Balance Sheet. A liability for expected credit losses for off-balance sheet credit exposures is recognized if Huntington has a present contractual obligation to extend the credit and the obligation is not unconditionally cancelable.

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The AULC is determined by applying the same quantitative reserve determination process to the unfunded portion of the loan exposures adjusted by an applicable funding expectation. (See Note 1 “Significant Accounting Policies” of the Notes to Unaudited Condensed Consolidated Financial Statements appearing in Huntington’s 2021 Annual Report on Form 10-K.)

Our ACL evaluation process includes the on-going assessment of credit quality metrics, and a comparison of certain ACL benchmarks to current performance. For more information, including the ALLL and AULC activity by portfolio segment, refer to Note 6 “Allowance for Credit Losses” of the Notes to the Unaudited Condensed Consolidated Financial Statements.

The table below reflects the allocation of our ALLL among our various loan categories and the reported ACL:


Table 14 - Allocation of Allowance for Credit Losses (1)

(dollar amounts in millions)	September 30, 2022				December 31, 2021
ALLL
Commercial
Commercial and industrial	$	860	38	%		$	832	37	%
Commercial real estate	504		14			586		14
Lease financing	50		4			44		4
Total commercial	1,414		56			1,462		55
Consumer
Residential mortgage	178		18			145		17
Automobile	118		11			108		12
Home equity	126		9			88		9
RV and marine	127		5			105		5
Other consumer	147		1			122		2
Total consumer	696		44			568		45
Total ALLL	2,110		100	%		2,030		100	%
AULC	120					77
Total ACL	$	2,230				$	2,107
Total ALLL as a % of
Total loans and leases			1.79%					1.82%
Nonaccrual loans and leases			351					284
NPAs			336					271
Total ACL as % of
Total loans and leases			1.89%					1.89%
Nonaccrual loans and leases			371					294
NPAs			355					281

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

At September 30, 2022, the ACL was $2.2 billion, or 1.89% of total loans and leases, compared to $2.1 billion, or 1.89%, at December 31, 2021. The consistent ACL as a percentage of total loans and leases reflects positive credit quality trends while recognizing the uncertainty in the near-term macroeconomic outlook. The increase in the total ACL was primarily driven by loan and lease growth.

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NCOs

The table below reflects NCO detail for the three-month periods ended September 30, 2022 and 2021:


Table 15 - Quarterly Net Charge-off Analysis
	Three Months Ended
	September 30,			September 30,
(dollar amounts in millions)	2022			2021
Net charge-offs (recoveries) by loan and lease type:
Commercial:
Commercial and industrial	$	16		$	28
Commercial real estate	(3)			7
Lease financing	2			12
Total commercial	15			47
Consumer:
Residential mortgage	(1)			—
Automobile	3			(4)
Home equity	(2)			(3)
RV and marine	2			—
Other consumer	27			15
Total consumer	29			8
Total net charge-offs	$	44		$	55




Net charge-offs (recoveries) - annualized percentages:
Commercial:
Commercial and industrial	0.15		%	0.28		%



Commercial real estate	(0.06)			0.21
Lease financing	0.17			0.87
Total commercial	0.10			0.31
Consumer:
Residential mortgage	(0.02)			—
Automobile	0.07			(0.10)
Home equity	(0.07)			(0.08)
RV and marine	0.17			(0.01)
Other consumer	8.09			4.84
Total consumer	0.22			0.07
Net charge-offs as a % of average loans and leases	0.15		%	0.20		%

2022 Third Quarter versus 2021 Third Quarter

NCOs were an annualized 0.15% of average loans and leases in the current quarter, down from 0.20% in the 2021 third quarter. NCOs for the commercial portfolios showed improvement, with annualized net charge-offs of 0.10% in the current quarter, compared to 0.31% in the year-ago quarter. Consumer charge-offs were higher in the quarter, compared to the year-ago quarter.

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The table below reflects NCO detail for the nine-month periods ended September 30, 2022 and 2021:


Table 16 - Year to Date Net Charge-off Analysis
(dollar amounts in millions)
	Nine months ended September 30,
	2022			2021
Net charge-offs (recoveries) by loan and lease type:
Commercial:
Commercial and industrial	$	(11)		$	93



Commercial real estate	1			21
Lease financing	4			41
Total commercial	(6)			155
Consumer:
Residential mortgage	(2)			—
Automobile	3			(6)
Home equity	(5)			(4)
RV and marine	6			3
Other consumer	75			33
Total consumer	77			26
Total net charge-offs	$	71		$	181



Net charge-offs (recoveries) - annualized percentages:
Commercial:
Commercial and industrial	(0.04)		%	0.35		%



Commercial real estate	0.01			0.27
Lease financing	0.11			1.64
Total commercial	(0.01)			0.42
Consumer:
Residential mortgage	(0.01)			—
Automobile	0.03			(0.06)
Home equity	(0.06)			(0.05)
RV and marine	0.16			0.09
Other consumer	7.72			4.07
Total consumer	0.20			0.08
Net charge-offs as a % of average loans	0.08		%	0.26		%

2022 First Nine Months versus 2021 First Nine Months

NCOs decreased $110 million in the first nine-month period of 2022 to $71 million. NCOs for the commercial portfolios showed improvement, with annualized net recoveries of 0.01% in the current period compared to annualized net charge-offs of 0.42% in the year-ago period. Consumer charge-offs were higher in the period, compared to the year-ago period.

Market Risk

(This section should be read in conjunction with the “Market Risk” section appearing in Huntington’s 2021 Annual Report on Form 10-K for our on-going market risk management processes.)

Market risk refers to potential losses arising from changes in interest rates, 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.

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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. Assumptions and models provide insight on forecasted balance sheet growth and composition, and the pricing and maturity characteristics of current and future business.

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 reflects 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.

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).


Table 17 - Net Interest Income at Risk

	Net Interest Income at Risk (%)
Basis point change scenario	-100	+100	+200

September 30, 2022	-2.1	2.2	4.3
December 31, 2021	-4.2	4.6	8.9

The NII at Risk results included in the table above reflect the analysis used monthly by management. It models gradual “ramp” -100, +100 and +200 basis point parallel shift scenarios, implied by the forward yield curve over the next twelve months.

The NII at Risk shows that the balance sheet is asset sensitive at both September 30, 2022, and December 31, 2021. The change in sensitivity is primarily driven by changes in market interest rate expectations, and the size and mix of the balance sheet.


Table 18 - Economic Value of Equity at Risk

	Economic Value of Equity at Risk (%)
Basis point change scenario	-100	+100	+200

September 30, 2022	6.4	-8.5	-17.9
December 31, 2021	-4.6	-1.5	-5.6

The EVE results included in the table above reflect the analysis used monthly by management. It models immediate -100, +100 and +200 basis point parallel “shock” scenarios.

The change in sensitivity from December 31, 2021 was driven primarily by changes in the spot market rate curve extending the duration of the securities portfolio and shortening the duration of liabilities.

We have LIBOR-based exposure in the form of variable rate loans, derivatives, Series B preferred stock, long term debt and other securities and financial arrangements. To address the discontinuance of LIBOR in its current form, we established a LIBOR transition team and project plan under the oversight of the CRO and CFO, providing periodic updates to the ROC. Contract remediation efforts coordinated by the LIBOR transition team are scheduled for completion by June 2023. Source systems have been updated to support alternative reference rates. At this time alternative reference rates are predominantly SOFR based. As such, we have developed a SOFR-enabled interest rate risk monitoring framework and a strategy for managing interest rate risk during the transition from LIBOR to SOFR. We continue to monitor market developments and legislative and regulatory updates.

2022 3Q Form 10-Q 25

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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. Examples of derivative instruments that we may use as part of our interest rate risk management strategy include interest rate swaps, caps and floors, collars, forward contracts, and forward starting interest rate swaps.

Table 19 shows all swap, collar and floor positions that are utilized for purposes of managing our exposures to the variability of interest rates. The interest rates 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 14 “Derivative Financial Instruments” of the Notes to Unaudited Condensed Consolidated Financial Statements.

The following tables present additional information about the interest rate swaps and floors used in Huntington’s asset and liability management activities at September 30, 2022 and December 31, 2021.


Table 19 - Weighted-Average Maturity, Receive Rate and SOFR/LIBOR Reset Rate on Asset Liability Management Instruments
	September 30, 2022
			Average Maturity (years)			Weighted-Average Fixed Rate		Weighted-Average Reset Rate
(dollar amounts in millions)	Notional Value			Fair Value
Asset conversion swaps
Receive Fixed - Pay 1 month LIBOR	$	7,875	1.66	$	(399)	1.21	%	2.70	%
Receive Fixed - Pay SOFR	6,400		3.55	(303)		2.38		2.35
Pay Fixed - Receive 1 month LIBOR (1)	7,585		4.04	829		0.90		3.04
Pay Fixed - Receive SOFR	366		7.27	52		1.46		2.29
Receive Fixed - Pay SOFR - forward starting (2)	4,050		4.96	(177)		2.63		—
Pay Fixed - Receive 1 month LIBOR - forward starting (3)	530		6.29	67		1.44		—
Pay Fixed - Receive SOFR - forward starting (1) (4)	1,816		6.21	85		2.10		—
Liability conversion swaps
Receive Fixed - Pay 1 month LIBOR	1,430		2.10	(59)		2.01		2.75
Receive Fixed - Pay SOFR	4,299		5.52	(199)		2.73		2.70


Purchased swaption collars
Purchased Interest Rate Swaption Collars (5)	4,000		0.31	(65)		2.37 / 3.67		—
Basis Swaps
Pay SOFR- Receive Fed Fund (economic hedges) (6)	230		2.91	—		3.08		2.97
Pay Fed Fund - Receive SOFR (economic hedges) (6)	41		0.23	—		2.96		3.08
Total swap portfolio (7)	$	38,622		$	(169)

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	December 31, 2021
			Average Maturity (years)			Weighted-Average Fixed Rate		Weighted-Average Reset Rate
(dollar amounts in millions)	Notional Value			Fair Value
Asset conversion swaps
Receive Fixed - Pay 1 month LIBOR	$	10,775	1.88	$	58	1.38	%	0.11	%
Pay Fixed - Receive 1 month LIBOR (1)	1,625		8.83	34		1.08		0.10
Pay Fixed - Receive SOFR	67		7.98	—		1.32		—
Pay Fixed - Pay 1 month LIBOR - forward starting (8)	6,500		3.97	78		0.90		—
Pay Fixed - Receive SOFR - forward starting (8)	36		7.32	—		1.29		—

Liability conversion swaps
Receive Fixed - Pay 1 month LIBOR	1,928		2.16	54		2.13		0.10

Basis Swaps
Pay SOFR- Receive Fed Fund (economic hedges) (5)	230		3.66	—		0.08		0.06
Pay Fed Fund - Receive SOFR (economic hedges) (5)	41		0.98	—		0.05		0.08
Total swap portfolio	$	21,202		$	224

	December 31, 2021
			Average Maturity (years)			Weighted-Average Floor Strike		Weighted-Average Reset Rate
(dollar amounts in millions)	Notional Value			Fair Value
Interest rate floors
Purchased Interest Rate Floors - 1 month LIBOR	$	375	0.06	$	2	1.93	%	0.10	%





Total floors portfolio	$	375		$	2

(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 October 2022 to July 2024.

(3)Forward starting swaps effective starting from October 2022 to February 2023.

(4)Forward starting swaps effective starting from January 2023 to October 2027.

(5)The weighted average fixed rates for the swaption collars are the weighted average strike rates for the upper and lower bounds of the collars.

(6)Swaps have variable pay and variable receive resets. Weighted Average Fixed Rate column represents pay rate reset.

(7)LIBOR swap instruments that remain outstanding in July 2023 will transition to a SOFR-based rate.

(8)Forward starting swaps effective starting from January 2022 to February 2023.

MSRs

(This section should be read in conjunction with Note 7 “Mortgage Loan Sales and Servicing Rights” of Notes to the Unaudited Condensed Consolidated Financial Statements.)

At September 30, 2022, we had a total of $486 million of capitalized MSRs representing the right to service $32.0 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 Condensed 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.

2022 3Q Form 10-Q 27

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Liquidity Risk

(This section should be read in conjunction with the “Liquidity Risk” section appearing in Huntington’s 2021 Annual Report on Form 10-K for our on-going liquidity risk management processes.)

Our primary source of liquidity is our core deposit base. Core deposits comprised approximately 97% of total deposits at September 30, 2022. We also have available unused wholesale sources of liquidity, including advances from the FHLB, issuance through dealers in the capital markets, and access to certificates of deposit issued through brokers. Liquidity is further provided by unencumbered, or unpledged, investment securities that totaled $12.2 billion as of September 30, 2022.

Bank Liquidity and Sources of Funding

Our primary sources of funding for the Bank are consumer and commercial core deposits. At September 30, 2022, these core deposits funded 79% of total assets (120% of total loans). Other sources of liquidity include non-core deposits, FHLB advances, wholesale debt instruments, and securitizations. Demand deposit overdrafts that have been reclassified as loan balances were $21 million and $29 million at September 30, 2022 and December 31, 2021, respectively.

The following table reflects deposit composition detail.


Table 20 - Deposit Composition

	September 30,				December 31,
(dollar amounts in millions)	2022				2021
By Type:
Demand deposits—noninterest-bearing	$	40,762	28	%	$	43,236	30	%
Demand deposits—interest-bearing	43,673		30		39,837		28
Money market deposits	33,811		23		32,522		23
Savings and other domestic deposits	21,274		15		21,088		15
Core certificates of deposit (1)	2,115		1		2,740		2
Total core deposits:	141,635		97		139,423		98
Other domestic deposits of $250,000 or more	186		—		359		—
Negotiable CDs, brokered and other deposits	4,492		3		3,481		2

Total deposits	$	146,313	100	%	$	143,263	100	%
Total core deposits:
Commercial	$	65,151	46	%	$	61,521	44	%
Consumer	76,484		54		77,902		56
Total core deposits	$	141,635	100	%	$	139,423	100	%

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

The Bank maintains borrowing capacity at the FHLB and the Federal Reserve Bank Discount Window. The Bank does not consider borrowing capacity from the Federal Reserve Bank Discount Window as a primary source of liquidity. Total loans and securities pledged to the Federal Reserve Bank Discount Window and the FHLB are $89.6 billion at September 30, 2022.

At September 30, 2022, the carrying value of investment securities pledged: (i) to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, and security repurchase agreements, and (ii) to support borrowing capacity, totaled $28.0 billion. There were no securities of a single issuer, which are not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at September 30, 2022.

To the extent we are unable to obtain sufficient liquidity through core deposits, we may meet our liquidity needs through sources of wholesale funding, asset securitization or sale. Sources of wholesale funding include other domestic deposits of $250,000 or more, negotiable CDs, brokered and other deposits, short-term borrowings, and long-term debt. Our wholesale funding for both the Bank and parent company totaled $15.3 billion at September 30, 2022, compared to $11.3 billion at December 31, 2021. The increase from year-end is primarily due to increases in FHLB borrowings, brokered funds, and senior debt.

At September 30, 2022, 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.

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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 $3.9 billion and $2.8 billion at September 30, 2022 and December 31, 2021 in cash and cash equivalents, respectively.

On October 20, 2022, our Board of Directors declared a quarterly common stock cash dividend of $0.155 per common share. The dividend is payable on January 3, 2023, to shareholders of record on December 19, 2022. Based on the current quarterly dividend of $0.155 per common share, cash demands required for common stock dividends are estimated to be approximately $224 million per quarter. Additionally, on October 20, 2022, our Board of Directors declared a quarterly Series B, Series E, Series F, Series G and Series H Preferred Stock dividend payable on January 17, 2023 to shareholders of record on January 1, 2023. On September 19, 2022, our Board of Directors declared a quarterly dividend for the Series I Preferred Stock payable on December 1, 2022 to shareholders of record on November 15, 2022. Total cash demands required for Series B, Series E, Series F, Series G, Series H and Series I are expected to be approximately $29 million per quarter.

During the first nine months of 2022, the Bank paid preferred and common dividends to the parent company of $34 million and $907 million, respectively. To meet any additional liquidity needs, the parent company may issue debt or equity securities.

At September 30, 2022, 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.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various off-balance sheet arrangements. These arrangements include commitments to extend credit, interest rate swaps, caps and floors, collars, financial guarantees contained in standby letters-of-credit issued by the Bank, and commitments by the Bank to sell mortgage loans.

Operational Risk

Operational risk is the risk of loss due to human error, third-party performance failures, 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 strengthen our system of internal controls to ensure compliance with significant contracts, agreements, laws, rules, and regulations, and to improve the oversight of our operational risk.

We actively monitor cyber threats such as attempts related to online deception and loss of sensitive customer data. We evaluate internal systems, processes, and controls to mitigate loss from cyber-attacks and, to date, have not experienced any material losses. Cybersecurity threats have increased, primarily through phishing campaigns. We are actively monitoring our email gateways for malicious phishing email campaigns. We have also increased our cybersecurity and fraud monitoring activities through the implementation of specific 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 cyber security risk is to avoid or minimize the impacts of 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 the attacker has the opportunity to plan and execute on its own goals. 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 cyber security may be escalated to our board-level Technology Committee, as appropriate. As a complement to the overall cyber security risk management, we use a number of internal training methods, both formally through mandatory courses and informally through written communications and other updates. Internal policies and procedures have been implemented to encourage the reporting of potential phishing attacks or other security risks. We also use third-party services to test the effectiveness of our cyber security risk management framework, and any such third parties are required to comply with our policies regarding information security and confidentiality.

To govern operational risks, we have an Operational Risk Committee, a Legal, Regulatory, and Compliance Committee, a Funds Movement 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. Significant findings or issues are escalated by the Third Party Risk Management Committee to the Technology Committee of the Board of Directors, 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.

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

We consider disciplined capital management as a key objective. 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. 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 both the consolidated and Bank levels for each of the periods presented:


Table 21 - Regulatory Capital Data (1)

(dollar amounts in millions)		September 30, 2022			December 31, 2021
Total risk-weighted assets	Consolidated	$	138,759		$	131,266
	Bank	138,790			130,597
CET 1 risk-based capital	Consolidated	12,859			12,249
	Bank	14,019			13,261
Tier 1 risk-based capital	Consolidated	15,036			14,426
	Bank	15,217			14,445
Tier 2 risk-based capital	Consolidated	3,078			2,821
	Bank	2,284			1,982
Total risk-based capital	Consolidated	18,114			17,246
	Bank	17,501			16,427
CET 1 risk-based capital ratio	Consolidated	9.27		%	9.33		%
	Bank	10.10			10.15
Tier 1 risk-based capital ratio	Consolidated	10.84			10.99
	Bank	10.96			11.06
Total risk-based capital ratio	Consolidated	13.05			13.14
	Bank	12.61			12.58
Tier 1 leverage ratio	Consolidated	8.51			8.56
	Bank	8.63			8.60

(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, 2022, we have phased in 25% of the cumulative CECL deferral with the remaining impact to be recognized over the remainder of the three-year transition period.

At September 30, 2022, we maintained Basel III capital ratios in excess of the well-capitalized standards established by the FRB. The decrease in regulatory capital ratios was primarily driven by dividends, risk-weighted asset growth and goodwill recognized, partially offset by earnings.

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 $17.1 billion at September 30, 2022, a decrease of $2.2 billion or 11% when compared with December 31, 2021. The decrease was primarily driven by the higher rate environment causing an increase in accumulated other comprehensive loss, partially offset by earnings, net of dividends.

Huntington is authorized to make capital distributions that are consistent with the requirements in the FRB’s capital rule, inclusive of the SCB requirement. As of September 30, 2022, Huntington’s SCB requirement was 2.5%, which is the minimum under the SCB framework. On April 5, 2022, Huntington submitted its 2022 Capital Plan to the Federal Reserve for supervisory review. By notice dated August 4, 2022, the Federal Reserve informed Huntington that its final SCB requirement associated with its 2022 Capital Plan is 3.3%, effective for the period of October 1, 2022 through September 30, 2023.

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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 the Board of Directors 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.

BUSINESS SEGMENT DISCUSSION

Overview

Our business segments are based on our internally-aligned segment leadership structure, which is how we monitor results and assess performance. We have four major business segments: Commercial Banking, Consumer and Business Banking, Vehicle Finance, and Regional Banking and The Huntington Private Client Group (RBHPCG). The Treasury / Other function includes technology and operations, 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 all four 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 four business segments.

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).

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Net Income by Business Segment

Net income (loss) by business segment for the nine-month periods ending September 30, 2022 and September 30, 2021 is presented in the following table:


Table 22 - Net Income by Business Segment
	Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021
Commercial Banking	$	812	$	446
Consumer and Business Banking	427		231
Vehicle Finance	161		243
RBHPCG	73		47
Treasury / Other	120		(73)
Net income	$	1,593	$	894


Commercial Banking

Table 23 - Key Performance Indicators for Commercial Banking
	Nine Months Ended September 30,						Change
(dollar amounts in millions)	2022			2021			Amount			Percent
Net interest income	$	1,339		$	873		$	466		53	%
Provision for credit losses	9			107			(98)			(92)
Noninterest income	473			353			120			34
Noninterest expense	767			553			214			39
Provision for income taxes	217			119			98			82
Income attributable to non-controlling interest	7			1			6			NM
Net income	$	812		$	446		$	366		82	%
Number of employees (average full-time equivalent)	2,109			1,652			457			28	%
Total average assets	$	58,886		$	40,941		$	17,945		44
Total average loans/leases	51,364			34,995			16,369			47
Total average deposits	35,061			28,475			6,586			23
Net interest margin	3.31		%	3.11		%	0.20		%	6
NCOs	$	(13)		$	116		$	(129)		(111)
NCOs as a % of average loans and leases	(0.03)		%	0.44		%	(0.47)		%	(107)

2022 First Nine Months versus 2021 First Nine Months

Commercial Banking reported net income of $812 million in the nine-month period of 2022, compared to $446 million in the year-ago period. Segment net interest income increased $466 million, or 53%, primarily due to an increase in average loans and leases, reflecting the impact of the June 2021 acquisition of TCF and organic loan growth, in addition to a 20-basis point increase in NIM. The increase in NIM was driven by the higher rate environment resulting in an increase in spreads and an increase in net interest income from purchase accounting accretion. The provision for credit losses decreased $98 million, primarily due to the initial provision for credit losses recognized in the second quarter 2021 related to the TCF acquisition. Noninterest income increased $120 million, or 34%, reflecting the impact of the TCF acquisition in addition to an increase in capital markets fees, primarily reflecting higher advisory fees, interest rate derivative fees, loan syndication fees, and foreign exchange fees. Noninterest expense increased $214 million, or 39%, primarily reflecting the impact of the TCF and Capstone Partners acquisitions, which led to higher personnel costs and allocated overhead.

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Consumer and Business Banking

Table 24 - Key Performance Indicators for Consumer and Business Banking
	Nine Months Ended September 30,						Change
(dollar amounts in millions)	2022			2021			Amount			Percent
Net interest income	$	1,701		$	1,187		$	514		43	%
Provision for credit losses	138			57			81			142
Noninterest income	785			780			5			1
Noninterest expense	1,807			1,617			190			12
Provision for income taxes	114			62			52			84
Net income	$	427		$	231		$	196		85	%
Number of employees (average full-time equivalent)	9,510			8,905			605			7	%
Total average assets	$	38,416		$	35,470		$	2,946		8
Total average loans/leases	32,059			30,640			1,419			5
Total average deposits	94,548			76,806			17,742			23
Net interest margin	2.38		%	2.03		%	0.35		%	17
NCOs	$	79		$	68		$	11		16
NCOs as a % of average loans and leases	0.33		%	0.30		%	0.03		%	10

2022 First Nine Months versus 2021 First Nine Months

Consumer and Business Banking, including Home Lending, reported net income of $427 million in the nine-month period of 2022, an increase of $196 million, or 85%, compared to the year-ago period. Segment net interest income increased $514 million, or 43%, primarily due to an increase in average earnings assets reflecting the impact of the June 2021 acquisition of TCF and a 35 basis point increase in NIM driven by the higher rate environment, partially offset by a decrease in accelerated PPP loan fees recognized upon forgiveness payments from the SBA. The provision for credit losses increased $81 million to $138 million, primarily due to an increase in loan growth. Noninterest income increased $5 million, or 1%, reflecting the impact of the TCF acquisition and gains from SBA sales in 2022, partially offset by decreased mortgage banking income primarily reflecting lower secondary marketing spreads and lower salable volume. Noninterest expense increased $190 million, or 12%, primarily reflecting the impact of the TCF acquisition largely driven by higher personnel expense reflecting an increase in the number of FTE employees and allocated overhead.

Home Lending, an operating unit of Consumer and Business Banking, reflects the result of the origination, sale, and servicing of mortgage loans less referral fees and net interest income for mortgage banking products distributed by the retail branch network and other business segments. Home Lending reported net income of $112 million in the nine-month period of 2022, compared with net income of $80 million in the year-ago period. Net interest income increased $73 million, primarily due to the impact of the TCF acquisition, reduction in prepayment activity and increased retention. The provision for credit losses decreased $44 million, primarily due to general economic improvements whilst still recognizing near-term recessionary risks. Noninterest income decreased $98 million, driven primarily by lower secondary marketing spreads and lower salable volume.

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Vehicle Finance

Table 25 - Key Performance Indicators for Vehicle Finance
	Nine Months Ended September 30,						Change
(dollar amounts in millions)	2022			2021			Amount			Percent
Net interest income	$	357		$	340		$	17		5	%
Provision (benefit) for credit losses	36			(77)			113			147
Noninterest income	10			9			1			11
Noninterest expense	127			119			8			7
Provision for income taxes	43			64			(21)			(33)
Net income	$	161		$	243		$	(82)		(34)	%
Number of employees (average full-time equivalent)	271			259			12			5	%
Total average assets	$	21,255		$	19,593		$	1,662		8
Total average loans/leases	21,503			19,836			1,667			8
Total average deposits	1,266			1,046			220			21
Net interest margin	2.22		%	2.29		%	(0.07)		%	(3)
NCOs	$	7		$	(3)		$	10		333
NCOs as a % of average loans and leases	0.04		%	(0.02)		%	0.06		%	300

2022 First Nine Months versus 2021 First Nine Months

Vehicle Finance reported net income of $161 million in the nine-month period of 2022, a decrease of $82 million, compared to the year-ago period. Segment net interest income increased $17 million, or 5%, primarily due to an increase in average earning assets, partially offset by a 7 basis point decrease in the net interest margin. The provision for credit losses increased $113 million, primarily due to reserve releases in 2021 as the economic environment was improving, in addition to the risk of a near-term recession as the Federal Reserve raises rates attempting to lower inflation. Noninterest income was relatively unchanged from the year-ago period. Noninterest expense increased $8 million, or 7%, largely attributable to higher production related costs and geographic expansion.


Regional Banking and The Huntington Private Client Group

Table 26 - Key Performance Indicators for Regional Banking and The Huntington Private Client Group
	Nine Months Ended September 30,						Change
(dollar amounts in millions)	2022			2021			Amount			Percent
Net interest income	$	167		$	113		$	54		48	%
Provision for credit losses	15			2			13			650
Noninterest income	181			165			16			10
Noninterest expense	241			217			24			11
Provision for income taxes	19			12			7			58
Net income	$	73		$	47		$	26		55	%
Number of employees (average full-time equivalent)	1,107			1,051			56			5	%
Total average assets	$	9,088		$	7,278		$	1,810		25
Total average loans/leases	8,798			6,982			1,816			26
Total average deposits	9,417			7,742			1,675			22
Net interest margin	2.30		%	1.90		%	0.40		%	21


Total assets under management (in billions)—eop	$	20.2		$	23.9		$	(3.7)		(16)
Total trust assets (in billions)—eop	138.2			133.6			4.6			3

eop - End of Period

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2022 First Nine Months versus 2021 First Nine Months

RBHPCG reported net income of $73 million for the first nine-month period of 2022, an increase of $26 million, or 55%, compared to the year-ago period. Segment net interest income increased $54 million, or 48%, primarily due to an increase in average earnings assets and a 40 basis point increase in net interest margin, largely driven by higher benefit in deposit spreads. Average loans and leases increased $1.8 billion, or 26%, due to growth in both commercial and residential real estate mortgages, and the impact of the June 2021 acquisition of TCF. Average deposits increased $1.7 billion, or 22%, primarily related to the acquired TCF deposit portfolio and higher customer liquidity levels. The provision for credit losses increased $13 million, largely due to loan growth. Noninterest income increased $16 million, or 10%, reflecting higher sales production and the impact of the TCF acquisition. Total assets under management decreased 16% due to equity and bond market declines, partially offset by positive net asset flows. Noninterest expense increased $24 million primarily due to an increase in personnel expense impacted by the TCF acquisition and impacts of strategic initiative investments.

Treasury / Other

The Treasury / Other function includes revenue and expense related to assets, liabilities, derivatives (including the mark-to-market of interest rate caps in the first nine-month period of 2021), and equity not directly assigned or allocated to one of the four 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.

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; the magnitude and duration of the COVID-19 pandemic and related variants and mutations and their impact on the global economy and financial market conditions and our business, results of operations, and financial condition; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; movements in interest rates; reform of LIBOR; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our “Fair Play” banking philosophy; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the possibility that the anticipated benefits of the transaction with TCF are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Huntington does business; and other factors that may affect the future results of Huntington.

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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 a FTE basis are considered non-GAAP financial measures. Management believes net interest income on a 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 percent. We encourage readers to consider the Unaudited Condensed 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.

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,

•Tangible equity to tangible assets, and

•Tangible common equity to risk-weighted assets using Basel III definitions.

These 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 these 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, these non-regulatory capital ratios disclosed by the Company are considered non-GAAP financial measures.

Because there are no standardized definitions for these 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 Condensed 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 of the Notes to Consolidated Financial Statements included in our 2021 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 most significant accounting policies and estimates and their related application are discussed in our 2021 Annual Report on Form 10-K, as supplemented by this report including this MD&A.

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Allowance for Credit Losses

Our ACL at September 30, 2022 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.

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 footprint unemployment rates and Gross Domestic Product. 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.

However, to illustrate a hypothetical sensitivity analysis, management calculated a quantitative allowance using a 100% weighting applied to an adverse scenario. This scenario includes assumptions around the Russian invasion of Ukraine worsening and lasting longer than the baseline scenario. Import bans on Russian oil lead to additional price increases, causing substantially higher inflation rates that are also exacerbated by the continuing supply chain disruption. The Federal Reserve responds by raising interest rates faster and the economy falls into a recession in the fourth quarter of 2022. 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 5.8% and 7.8% at the end of 2022 and 2023, respectively. This forecast reflects unemployment rates that are approximately 2.1% and 3.8% higher than baseline scenario projections of 3.7% and 4.0%, respectively, for the same time periods.

To demonstrate the sensitivity to key economic parameters used in the calculation of our ACL at September 30, 2022, 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 $900 million at September 30, 2022. This hypothetical increase is reflective of the sensitivity of the rate of change in the unemployment variable on our models.

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.

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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, risks of inflation including a near-term recession, or the emergence of a more contagious and severe COVID-19 variant, 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, risks of inflation, and the COVID-19 pandemic 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 5 “Loans and Lease s” and Note 6 “Allowance for Credit Losses” of the Notes to Unaudited Condensed Consolidated Financial Statements.

Fair Value Measurement

Certain assets and liabilities are measured at fair value on a recurring basis, including securities, and derivative instruments. Assets and liabilities carried at fair value inherently include subjectivity and may require the use of significant assumptions, adjustments and judgment including, among others, discount rates, rates of return on assets, cash flows, default rates, loss rates, terminal values, and liquidation values. A significant change in assumptions may result in a significant change in fair value, which in turn, may result in a higher degree of financial statement volatility and could result in significant impact on our results of operations, financial condition, or disclosures of fair value information.

The fair value hierarchy requires use of observable inputs first and subsequently unobservable inputs when observable inputs are not available. Our fair value measurements involve various valuation techniques and models, which involve inputs that are observable (Level 1 or Level 2 in fair value hierarchy), when available. The level of judgment required to determine fair value is dependent on the methods or techniques used in the process. Assets and liabilities that are measured at fair value using quoted prices in active markets (Level 1) do not require significant judgment while the valuation of assets and liabilities when quoted market prices are not available (Levels 2 and 3) may require significant judgment to assess whether observable or unobservable inputs for those assets and liabilities provide reasonable determination of fair value. The fair values measured at each level of the fair value hierarchy, additional discussion regarding fair value measurements, and a brief description of how fair value is determined for categories that have unobservable inputs, can be found in Note 13 “Fair Values of Assets and Liabilities” of the Notes to Unaudited Condensed Consolidated Financial Statements.

Goodwill and Other Intangible Assets

The acquisition method of accounting requires that assets and liabilities acquired in a business combination are recorded at fair value as of the acquisition date. The valuation of assets and liabilities often involves estimates based on third party valuations or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective. This typically results in goodwill, the amount by which the cost of net assets acquired in a business combination exceeds their fair value, which is subject to impairment testing at least annually. The amortization of identified intangible assets recognized in a business combination is based upon the estimated economic benefits to be received over their economic life, which is also subjective. Customer attrition rates that are based on historical experience are used to determine the estimated economic life of certain intangibles assets, including but not limited to, customer deposit intangibles.

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Item 1: Financial Statements

Huntington Bancshares Incorporated

Condensed Consolidated Balance Sheets

(Unaudited)


	September 30,		December 31,
(dollar amounts in millions)	2022		2021
Assets
Cash and due from banks	$	1,685	$	1,811
Interest-bearing deposits at Federal Reserve Bank	2,691		3,711
Interest-bearing deposits in banks	216		392
Trading account securities	32		46
Available-for-sale securities	23,306		28,460
Held-to-maturity securities	17,173		12,447


Other securities	818		648
Loans held for sale (includes $758 and $1,270 respectively, measured at fair value)(1)	893		1,676
Loans and leases (includes $182 and $171 respectively, measured at fair value)(1)	118,147		111,267
Allowance for loan and lease losses	(2,110)		(2,030)
Net loans and leases	116,037		109,237
Bank owned life insurance	2,768		2,765
Accrued income and other receivables	1,352		1,319
Premises and equipment	1,171		1,164
Goodwill	5,571		5,349
Servicing rights and other intangible assets	715		611
Other assets	4,974		4,428
Total assets	$	179,402	$	174,064
Liabilities and shareholders’ equity
Liabilities
Deposits:
Demand deposits—noninterest-bearing	$	40,762	$	43,236
Interest-bearing	105,551		100,027
Total deposits	146,313		143,263
Short-term borrowings	426		334
Long-term debt	10,168		7,108
Other liabilities	5,324		4,041
Total liabilities	162,231		154,746
Commitments and Contingent Liabilities (Note 16)
Shareholders’ equity
Preferred stock	2,167		2,167
Common stock	14		14
Capital surplus	15,282		15,222
Less treasury shares, at cost	(80)		(79)
Accumulated other comprehensive income (loss)	(3,276)		(229)
Retained earnings	3,029		2,202
Total Huntington Bancshares Inc shareholders’ equity	17,136		19,297
Non-controlling interest	35		21
Total equity	17,171		19,318
Total liabilities and shareholders’ equity	$	179,402	$	174,064
Common shares authorized (par value of $0.01)	2,250,000,000		2,250,000,000

Common shares outstanding	1,442,734,255		1,437,742,172
Treasury shares outstanding	6,341,958		6,298,288
Preferred stock, authorized shares	6,617,808		6,617,808

Preferred shares outstanding	557,500		557,500

(1)Amounts represent loans for which Huntington has elected the fair value option. See Note 13 “Fair Values of Assets and Liabilities”.

See Notes to Unaudited Condensed Consolidated Financial Statements

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Huntington Bancshares Incorporated
Condensed Consolidated Statements of Income
(Unaudited)
	Three months ended September 30,				Nine months ended September 30,
(dollar amounts in millions, except per share data, share count in thousands)	2022		2021		2022		2021
Interest and fee income:
Loans and leases	$	1,268	$	1,056	$	3,350	$	2,614
Available-for-sale securities
Taxable	165		68		378		184
Tax-exempt	20		15		52		41
Held-to-maturity securities—taxable	95		47		251		124
Other securities—taxable	7		2		18		6

Other	34		17		66		40
Total interest income	1,589		1,205		4,115		3,009
Interest expense:
Deposits	92		11		128		34
Short-term borrowings	22		—		36		—

Long-term debt	71		34		140		5

Total interest expense	185		45		304		39
Net interest income	1,404		1,160		3,811		2,970
Provision for credit losses	106		(62)		198		89
Net interest income after provision for credit losses	1,298		1,222		3,613		2,881
Service charges on deposit accounts	93		114		295		271
Card and payment processing income	96		96		278		241
Mortgage banking income	26		81		119		248
Trust and investment management services	60		61		188		169
Capital markets fees	73		40		169		104
Insurance income	28		25		86		77
Leasing revenue	29		42		91		58
Bank owned life insurance income	13		15		41		47
Gain on sale of loans	15		2		55		8
Net gains on sales of securities	—		—		—		10

Other noninterest income	65		59		160		141
Total noninterest income	498		535		1,482		1,374
Personnel costs	614		643		1,771		1,703
Outside data processing and other services	145		304		463		581
Net occupancy	63		95		185		209
Equipment	60		79		202		180
Professional services	18		26		56		91
Marketing	24		25		69		54
Deposit and other insurance expense	15		17		53		33
Amortization of intangibles	13		13		40		34
Lease financing equipment depreciation	11		19		36		24

Other noninterest expense	90		68		249		245
Total noninterest expense	1,053		1,289		3,124		3,154
Income before income taxes	743		468		1,971		1,101
Provision for income taxes	146		90		371		206
Income after income taxes	597		378		1,600		895
Income attributable to non-controlling interest	3		1		7		1
Net income attributable to Huntington Bancshares Inc	594		377		1,593		894
Dividends on preferred shares	29		29		85		103
Impact of preferred stock redemption	—		15		—		15
Net income applicable to common shares	$	565	$	333	$	1,508	$	776
Average common shares—basic	1,442,591		1,462,736		1,440,740		1,201,763
Average common shares—diluted	1,465,083		1,487,335		1,464,234		1,225,428
Per common share:
Net income—basic	$	0.39	$	0.23	$	1.05	$	0.65
Net income—diluted	0.39		0.22		1.03		0.63



See Notes to Unaudited Condensed Consolidated Financial Statements

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Huntington Bancshares Incorporated

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021		2022		2021
Net income attributable to Huntington Bancshares Inc	$	594	$	377	$	1,593	$	894
Other comprehensive (loss) income, net of tax:



Net unrealized losses on available-for-sale securities	(971)		(82)		(2,970)		(220)
Net impact of fair value hedges on available-for-sale securities	250		—		705		29
Change in fair value related to cash flow hedges	(456)		(29)		(782)		(131)


Translation adjustments, net of hedges	(4)		2		(6)		(4)
Change in accumulated unrealized gains for pension and other post-retirement obligations	3		3		6		9
Other comprehensive (loss) income, net of tax	(1,178)		(106)		(3,047)		(317)
Comprehensive (loss) income attributable to Huntington Bancshares	(584)		271		(1,454)		577
Comprehensive income attributed to non-controlling interest	3		1		7		1
Comprehensive (loss) income	$	(581)	$	272	$	(1,447)	$	578

See Notes to Unaudited Condensed Consolidated Financial Statements

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Huntington Bancshares Incorporated

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)


(dollar amounts in millions, share amounts in thousands)	Preferred Stock		Common Stock			Capital Surplus		Treasury Stock			Accumulated Other Comprehensive Income (Loss)		Retained Earnings				Non-controlling Interest		Total Equity
	Amount		Shares	Amount				Shares	Amount						Total
Three Months Ended September 30, 2022
Balance, beginning of period	$	2,167	1,448,885	$	14	$	15,261	(6,691)	$	(85)	$	(2,098)	$	2,691	$	17,950	$	29	$	17,979
Net income													594		594		3		597
Other comprehensive income (loss), net of tax											(1,178)				(1,178)				(1,178)







Cash dividends declared:
Common ($0.155 per share)													(227)		(227)				(227)
Preferred													(29)		(29)				(29)
Recognition of the fair value of share-based compensation						19									19				19

Other share-based compensation activity			191	—		2							—		2				2

Other						—		349	5				—		5		3		8
Balance, end of period	$	2,167	1,449,076	$	14	$	15,282	(6,342)	$	(80)	$	(3,276)	$	3,029	$	17,136	$	35	$	17,171

Three Months Ended September 30, 2021
Balance, beginning of period	$	2,851	1,484,614	$	15	$	15,830	(8,056)	$	(105)	$	(19)	$	1,939	$	20,511	$	20	$	20,531

Net income													377		377		1		378
Other comprehensive income (loss), net of tax											(106)				(106)				(106)






Redemption of Preferred Series D Stock	(585)												(15)		(600)				(600)
Repurchases of common stock			(33,409)	—		(500)									(500)				(500)


Cash dividends declared:
Common ($0.15 per share)													(221)		(221)				(221)
Preferred													(29)		(29)				(29)

Recognition of the fair value of share-based compensation						32									32				32

Other share-based compensation activity			1,562	—		(12)							—		(12)				(12)
Other	1					—		1,750	26				—		27		(1)		26
Balance, end of period	$	2,267	1,452,767	$	15	$	15,350	(6,306)	$	(79)	$	(125)	$	2,051	$	19,479	$	20	$	19,499

See Notes to Unaudited Condensed Consolidated Financial Statements

2022 3Q Form 10-Q 43

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(dollar amounts in millions, share amounts in thousands)	Preferred Stock		Common Stock			Capital Surplus		Treasury Stock			Accumulated Other Comprehensive Gain (Loss)		Retained Earnings				Non-controlling Interest		Total Equity
	Amount		Shares	Amount				Shares	Amount						Total
Nine Months Ended September 30, 2022
Balance, beginning of period	$	2,167	1,444,040	$	14	$	15,222	(6,298)	$	(79)	$	(229)	$	2,202	$	19,297	$	21	$	19,318

Net income													1,593		1,593		7		1,600
Other comprehensive income (loss), net of tax											(3,047)				(3,047)				(3,047)








Cash dividends declared:
Common ($0.465 per share)													(681)		(681)				(681)
Preferred													(85)		(85)				(85)

Recognition of the fair value of share-based compensation						82									82				82
Other share-based compensation activity			5,036	—		(22)							—		(22)				(22)

Other						—		(44)	(1)		—		—		(1)		7		6
Balance, end of period	$	2,167	1,449,076	$	14	$	15,282	(6,342)	$	(80)	$	(3,276)	$	3,029	$	17,136	$	35	$	17,171

Nine Months Ended September 30, 2021
Balance, beginning of period	$	2,191	1,022,258	$	10	$	8,781	(5,062)	$	(59)	$	192	$	1,878	$	12,993	$	—	$	12,993

Net income													894		894		1		895
Other comprehensive income (loss), net of tax											(317)				(317)				(317)
TCF Financial Corp acquisition:
Issuance of common stock			458,171	5		6,993			(37)						6,961				6,961
Issuance of Series I preferred stock	175					10									185				185
Non-controlling interest acquired															—		22		22
Net proceeds from issuance of preferred stock	486														486				486

Redemption of Preferred Series D stock	(585)												(15)		(600)				(600)
Repurchases of common stock			(33,409)	—		(500)									(500)				(500)
Cash dividends declared:
Common ($0.45 per share)													(601)		(601)				(601)
Preferred													(103)		(103)				(103)

Recognition of the fair value of share-based compensation						97									97				97
Other share-based compensation activity			5,747	—		(31)							—		(31)				(31)

Other						—		(1,244)	17				(2)		15		(3)		12
Balance, end of period	$	2,267	1,452,767	$	15	$	15,350	(6,306)	$	(79)	$	(125)	$	2,051	$	19,479	$	20	$	19,499

See Notes to Unaudited Condensed Consolidated Financial Statements

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Huntington Bancshares Incorporated

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021
Operating activities
Net income	$	1,600	$	895
Adjustments to reconcile net income to net cash provided by operating activities:

Provision for credit losses	198		89
Depreciation and amortization	355		299
Share-based compensation expense	82		97
Deferred income tax expense	164		40


Net change in:
Trading account securities	15		(15)
Loans held for sale	464		(115)

Other assets	(1,109)		(247)
Other liabilities	893		455


Other, net	8		67
Net cash provided by operating activities	2,670		1,565
Investing activities
Change in interest bearing deposits in banks	287		611
Net cash (paid) received from business combinations	(223)		466
Proceeds from:
Maturities and calls of available-for-sale securities	3,298		5,408
Maturities and calls of held-to-maturity securities	2,306		3,073
Maturities and calls of other securities	829		—
Sales of available-for-sale securities	—		5,860

Purchases of available-for-sale securities	(6,365)		(14,995)
Purchases of held-to-maturity securities	(2,845)		(3,685)
Purchases of other securities	(1,009)		—

Net proceeds from sales of portfolio loans and leases	937		479
Principal payments received under direct finance and sales-type leases	1,389		899
Net loan and lease activity, excluding sales and purchases	(8,375)		5,130

Purchases of premises and equipment	(165)		(157)

Purchases of loans and leases	(569)		(771)
Net accrued income and other receivables activity	96		(1,009)

Net cash paid for branch disposition	—		(618)
Other, net	63		98
Net cash provided by (used in) investing activities	(10,346)		789
Financing activities
Increase in deposits	3,050		5,136
Increase (decrease) in short-term borrowings	783		(1,062)

Net proceeds from issuance of long-term debt	5,379		646
Maturity/redemption of long-term debt	(1,902)		(2,649)
Dividends paid on preferred stock	(84)		(109)
Dividends paid on common stock	(673)		(531)
Repurchases of common stock	—		(500)

Payment to repurchase preferred stock	—		(600)
Net proceeds from issuance of preferred stock	—		486


Other, net	(23)		(21)
Net cash provided by financing activities	6,530		796
Increase (decrease) in cash and cash equivalents	(1,146)		3,150
Cash and cash equivalents at beginning of period	5,522		6,595
Cash and cash equivalents at end of period	$	4,376	$	9,745

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	Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021
Supplemental disclosures:
Interest paid	$	269	$	135
Income taxes (received) paid	(113)		262

Non-cash activities
Loans transferred to held-for-sale from portfolio	764		385
Loans transferred to portfolio from held-for-sale	65		83


Transfer of securities from available-for-sale to held-to-maturity	4,225		3,007


Business Combination (1)

(1) In the nine months ended September 30, 2021, the TCF acquisition included fair value of tangible assets acquired of $46.3 billion, goodwill and other intangible assets of $3.5 billion, liabilities assumed $42.6 billion, preferred stock of $185 million, and common stock of $7.0 billion.

See Notes to Unaudited Condensed Consolidated Financial Statements

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Huntington Bancshares Incorporated

Notes to Unaudited Condensed Consolidated Financial Statements

1. BASIS OF PRESENTATION

The accompanying Unaudited Condensed Consolidated Financial Statements of Huntington reflect all adjustments consisting of normal recurring accruals which are, in the opinion of management, necessary for a fair statement of the consolidated financial position, the results of operations, and cash flows for the periods presented. These Unaudited Condensed Consolidated Financial Statements have been prepared according to the rules and regulations of the SEC and, therefore, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted. The Notes to Consolidated Financial Statements appearing in Huntington’s 2021 Annual Report on Form 10-K, which include descriptions of significant accounting policies, as updated by the information contained in this report, should be read in conjunction with these interim financial statements.

For statement of cash flow purposes, cash and cash equivalents are defined as the sum of cash and due from banks and interest-bearing deposits at Federal Reserve Bank.

Certain prior period amounts have been reclassified to conform to current year’s presentation.

Effective in the 2022 first quarter, a new classification within the Unaudited Condensed Consolidated Balance Sheet of accrued income and other receivables was established comprised of activity that was previously classified as loans and leases (other consumer loans and leases) and other assets. All prior period amounts and all related metrics have been revised to conform to the current presentation.

In conjunction with applicable accounting standards, all material subsequent events have been either recognized in the Unaudited Condensed Consolidated Financial Statements or disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements. There were no material subsequent events to disclose for the current period.

2. ACCOUNTING STANDARDS UPDATE

Accounting standards adopted in the current period


Standard	Summary of guidance	Effects on financial Statements
ASU 2021-08-Business Combinations (Topic 805) Issued October 2021	•The amendments in this update require that an acquirer apply topic 606 to the recognition and measurement of revenue contract assets and liabilities acquired in a business combination.	•Management adopted the guidance during the second quarter 2022. •The ASU has been applied to all business combinations occurring during 2022 and will be applied prospectively to all future business combinations. •The adoption did not result in a material impact on Huntington’s Unaudited Condensed Consolidated Financial Statements.
ASU 2022-01-Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method Issued March 2022	•The amendments in this update expand the current last-of-layer method to allow for multiple hedge layers in a single closed portfolio. To reflect the expansion, the last-of-layer method has been renamed the portfolio layer method. The standard also expands the scope of the portfolio layer method to nonprepayable financial assets.	•Management early adopted the guidance during the second quarter of 2022 using the modified retrospective basis. There was no impact to Huntington’s Unaudited Condensed Consolidated Financial Statements as a result of the adoption. Amendments related to disclosures were applied prospectively from the initial adoption date. •The ASU also gives entities the option to reclassify debt securities classified in the held-to-maturity category at the date of adoption to the available-for-sale category if the entity applies the portfolio layer method hedging to one or more closed portfolios that include those debt securities, Huntington did not apply this option to any held-to-maturity securities.

2022 3Q Form 10-Q 47

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Accounting standards yet to be adopted

Standard

Summary of guidance

Effects on financial statements

ASU 2022-02- Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures Issued March 2022

•The amendments in this update eliminate TDR accounting for entities that have adopted Update 2016-13, while enhancing disclosure requirements for certain loan modifications when a borrower is experiencing financial difficulty. The ASU also requires disclosure of current period gross write-offs by year of origination for financing receivables and net investment in leases.

•Effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

•Adoption of the ASU will be applied prospectively, except for the portion of the standard related to the recognition and measurement of TDRs an entity may elect to use a modified retrospective transition method with a cumulative effect adjustment to retained earnings at the beginning of the period of adoption. The ASU does allow for early adoption.

•Huntington is currently evaluating the impact of the ASU on its Consolidated Financial Statements, as well as which adoption method to apply. Huntington does not currently intend to adopt the ASU prior to the effective date.

3. BUSINESS COMBINATIONS

On June 15, 2022, Huntington acquired Capstone Partners, a leading middle market investment bank and advisory firm dedicated to servicing middle market companies throughout their full business lifecycle. The acquisition resulted in $192 million of goodwill, allocated to the Commercial segment, which approximates total consideration. Fair value estimates related to the acquired assets and liabilities are subject to adjustment during the one-year measurement period following the closing of the acquisition. The goodwill recognized is deductible for tax purposes.

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4. INVESTMENT SECURITIES AND OTHER SECURITIES

Debt securities purchased in which Huntington has the intent and ability to hold to their maturity are classified as held-to-maturity securities. All other debt and equity securities are classified as either available-for-sale or other securities.

The following tables provide amortized cost, fair value, and gross unrealized gains and losses by investment category at September 30, 2022 and December 31, 2021:


			Unrealized
(dollar amounts in millions)	Amortized Cost (1)(2)		Gross Gains		Gross Losses		Fair Value
September 30, 2022
Available-for-sale securities:
U.S. Treasury	$	5	$	—	$	—	$	5
Federal agencies:
Residential CMO	3,417		—		(382)		3,035
Residential MBS	14,269		—		(2,286)		11,983
Commercial MBS	2,581		—		(543)		2,038
Other agencies	199		—		(9)		190
Total U.S. Treasury, federal agency, and other agency securities	20,471		—		(3,220)		17,251
Municipal securities	3,626		1		(251)		3,376
Private-label CMO	151		1		(10)		142
Asset-backed securities	414		1		(44)		371
Corporate debt	2,464		140		(442)		2,162
Other securities/Sovereign debt	4		—		—		4
Total available-for-sale securities	$	27,130	$	143	$	(3,967)	$	23,306

Held-to-maturity securities:
Federal agencies:
Residential CMO	$	4,757	$	—	$	(667)	$	4,090
Residential MBS	10,517		—		(1,474)		9,043
Commercial MBS	1,756		—		(188)		1,568
Other agencies	141		—		(9)		132
Total federal agency and other agency securities	17,171		—		(2,338)		14,833
Municipal securities	2		—		—		2
Total held-to-maturity securities	$	17,173	$	—	$	(2,338)	$	14,835

Other securities, at cost:
Non-marketable equity securities:
Federal Home Loan Bank stock	$	245	$	—	$	—	$	245
Federal Reserve Bank stock	515		—		—		515
Equity securities	8		—		—		8
Other securities, at fair value:
Mutual funds	47		—		—		47
Equity securities	2		1		—		3
Total other securities	$	817	$	1	$	—	$	818

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheets. At September 30, 2022, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $71 million and $38 million, respectively.

(2)Excluded from the amortized cost are portfolio level basis adjustments for securities designated in fair value hedges under the portfolio layer method. The basis adjustments totaled $892 million and represent a reduction to the amortized cost of the securities being hedged. The securities being hedged under the portfolio layer method are primarily Residential CMO and Residential MBS securities.

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			Unrealized
(dollar amounts in millions)	Amortized Cost (1)		Gross Gains		Gross Losses		Fair Value
December 31, 2021
Available-for-sale securities:
U.S. Treasury	$	5	$	—	$	—	$	5
Federal agencies:
Residential CMO	4,649		40		(40)		4,649
Residential MBS	15,533		135		(160)		15,508
Commercial MBS	1,896		7		(38)		1,865
Other agencies	248		1		(1)		248
Total U.S. Treasury, federal agency, and other agency securities	22,331		183		(239)		22,275
Municipal securities	3,497		62		(33)		3,526
Private-label CMO	106		1		(1)		106
Asset-backed securities	385		1		(4)		382
Corporate debt	2,183		22		(38)		2,167
Other securities/Sovereign debt	4		—		—		4
Total available-for-sale securities	$	28,506	$	269	$	(315)	$	28,460

Held-to-maturity securities:
Federal agencies:
Residential CMO	$	2,602	$	35	$	(20)	$	2,617
Residential MBS	7,475		41		(59)		7,457
Commercial MBS	2,175		45		(5)		2,215
Other agencies	193		5		—		198
Total federal agency and other agency securities	12,445		126		(84)		12,487
Municipal securities	2		—		—		2
Total held-to-maturity securities	$	12,447	$	126	$	(84)	$	12,489

Other securities, at cost:
Non-marketable equity securities:
Federal Home Loan Bank stock	$	52	$	—	$	—	$	52
Federal Reserve Bank stock	512		—		—		512
Equity securities	12		—		—		12
Other securities, at fair value:
Mutual funds	65		—		—		65
Equity securities	6		1		—		7
Total other securities	$	647	$	1	$	—	$	648

(1)Amortized cost amounts exclude accrued interest receivable, which is recorded within accrued income and other receivables on the Consolidated Balance Sheets. At December 31, 2021, accrued interest receivable on available-for-sale securities and held-to-maturity securities totaled $62 million and $26 million, respectively.

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The following table provides the amortized cost and fair value of securities by contractual maturity at September 30, 2022 and December 31, 2021. Expected maturities may differ from contractual maturities as issuers may have the right to call or prepay obligations with or without incurring penalties.


	September 30, 2022				December 31, 2021
(dollar amounts in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Available-for-sale securities:
Under 1 year	$	462	$	448	$	377	$	374
After 1 year through 5 years	2,566		2,367		1,888		1,880
After 5 years through 10 years	3,059		2,735		3,166		3,180
After 10 years	21,043		17,756		23,075		23,026
Total available-for-sale securities	$	27,130	$	23,306	$	28,506	$	28,460

Held-to-maturity securities:
Under 1 year	$	1��	$	1	$	2	$	2
After 1 year through 5 years	98		94		162		164
After 5 years through 10 years	57		53		44		45
After 10 years	17,017		14,687		12,239		12,278
Total held-to-maturity securities	$	17,173	$	14,835	$	12,447	$	12,489

The following tables provide detail on investment securities with unrealized losses aggregated by investment category and the length of time the individual securities have been in a continuous loss position at September 30, 2022 and December 31, 2021:


	Less than 12 Months				Over 12 Months				Total
(dollar amounts in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
September 30, 2022
Available-for-sale securities:
Federal agencies:
Residential CMO	$	2,330	$	(220)	$	705	$	(162)	$	3,035	$	(382)
Residential MBS	5,580		(921)		6,402		(1,365)		11,982		(2,286)
Commercial MBS	1,462		(324)		576		(219)		2,038		(543)
Other agencies	28		(1)		52		(8)		80		(9)
Total federal agency and other agency securities	9,400		(1,466)		7,735		(1,754)		17,135		(3,220)
Municipal securities	2,863		(226)		401		(25)		3,264		(251)
Private-label CMO	94		(8)		20		(2)		114		(10)
Asset-backed securities	240		(20)		131		(24)		371		(44)
Corporate debt	1,240		(229)		920		(213)		2,160		(442)

Total temporarily impaired available-for-sale securities	$	13,837	$	(1,949)	$	9,207	$	(2,018)	$	23,044	$	(3,967)

Held-to-maturity securities:
Federal agencies:
Residential CMO	$	3,279	$	(510)	$	811	$	(157)	$	4,090	$	(667)
Residential MBS	5,851		(811)		3,174		(663)		9,025		(1,474)
Commercial MBS	1,360		(151)		207		(37)		1,567		(188)
Other agencies	132		(9)		—		—		132		(9)
Total federal agency and other agency securities	10,622		(1,481)		4,192		(857)		14,814		(2,338)

Total temporarily impaired held-to-maturity securities	$	10,622	$	(1,481)	$	4,192	$	(857)	$	14,814	$	(2,338)

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	Less than 12 Months				Over 12 Months				Total
(dollar amounts in millions)	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
December 31, 2021
Available-for-sale securities:
Federal agencies:
Residential CMO	$	2,925	$	(40)	$	—	$	—	$	2,925	$	(40)
Residential MBS	13,491		(160)		—		—		13,491		(160)
Commercial MBS	1,251		(38)		—		—		1,251		(38)
Other agencies	140		(1)		—		—		140		(1)
Total federal agency and other agency securities	17,807		(239)		—		—		17,807		(239)
Municipal securities	859		(22)		319		(11)		1,178		(33)
Private-label CMO	78		(1)		—		—		78		(1)
Asset-backed securities	237		(4)		—		—		237		(4)
Corporate debt	1,766		(38)		—		—		1,766		(38)

Total temporarily impaired available-for-sale securities	$	20,747	$	(304)	$	319	$	(11)	$	21,066	$	(315)

Held-to-maturity securities:
Federal agencies:
Residential CMO	$	1,453	$	(20)	$	—	$	—	$	1,453	$	(20)
Residential MBS	5,837		(59)		—		—		5,837		(59)
Commercial MBS	318		(5)		—		—		318		(5)

Total federal agency and other agency securities	7,608		(84)		—		—		7,608		(84)

Total temporarily impaired held-to-maturity securities	$	7,608	$	(84)	$	—	$	—	$	7,608	$	(84)

During the 2022 first quarter, Huntington transferred $4.2 billion of securities from the AFS portfolio to the HTM portfolio. At the time of the transfer, AOCI included $58 million of net unrealized losses (after-tax) attributed to these securities. This loss will be amortized into interest income over the remaining life of the securities.

At September 30, 2022 and December 31, 2021, the carrying value of investment securities pledged: (i) to secure public and trust deposits, trading account liabilities, U.S. Treasury demand notes, and security repurchase agreements, and (ii) to support borrowing capacity, totaled $28.0 billion and $21.7 billion, respectively. There were no securities of a single issuer, which were not governmental or government-sponsored, that exceeded 10% of shareholders’ equity at either September 30, 2022 or December 31, 2021. At September 30, 2022, all HTM debt securities are considered AAA rated. In addition, there were no HTM debt securities considered past due at September 30, 2022.

Based on an evaluation of available information including security type, counterparty credit quality, past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability of cash flows, as of September 30, 2022, Huntington has concluded that except for one municipal bond classified as an AFS debt security for which a charge-off of $4 million was recognized during the 2022 first quarter, it expects to receive all contractual cash flows from each security held in its AFS and HTM debt securities portfolio. There was no allowance related to investment securities as of September 30, 2022 or December 31, 2021.

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5. LOANS AND LEASES

The following table provides a detailed listing of Huntington’s loan and lease portfolio at September 30, 2022 and December 31, 2021.


(dollar amounts in millions)	September 30, 2022		December 31, 2021


















Commercial loan and lease portfolio:
Commercial and industrial	$	44,144	$	41,688
Commercial real estate	16,456		14,961
Lease financing	5,093		5,000
Total commercial loan and lease portfolio	65,693		61,649
Consumer loan portfolio:
Residential mortgage	21,816		19,256
Automobile	13,430		13,434
Home equity	10,440		10,550
RV and marine	5,436		5,058
Other consumer	1,332		1,320
Total consumer loan portfolio	52,454		49,618
Total loans and leases (1)(2)	118,147		111,267
Allowance for loan and lease losses	(2,110)		(2,030)
Net loans and leases	$	116,037	$	109,237

(1)Loans and leases are reported at principal amount outstanding including unamortized purchase premiums and discounts, unearned income, and net direct fees and costs associated with originating and acquiring loans and leases. The aggregate amount of these loan and lease adjustments was a net discount of $42 million and $111 million at September 30, 2022 and December 31, 2021, respectively.

(2)The total amount of accrued interest recorded for these loans and leases at September 30, 2022, was $190 million and $167 million of commercial and consumer loan and lease portfolios, respectively, and at December 31, 2021, was $148 million and $150 million of commercial and consumer loan and lease portfolios, respectively. Accrued interest is presented in accrued income and other receivables within the Condensed Consolidated Balance Sheets.

Lease Financing

Huntington leases equipment to customers, and substantially all such arrangements are classified as either sales-type or direct financing leases, which are included in commercial loans and leases. These leases are reported at the aggregate of lease payments receivable and estimated residual values, net of unearned and deferred income, and any initial direct costs incurred to originate these leases.

Huntington assesses net investments in leases (including residual values) for impairment and recognizes any impairment losses in accordance with the impairment guidance for financial instruments. As such, net investments in leases may be reduced by an ACL, with changes recognized as provision expense.

The following table presents net investments in lease financing receivables by category at September 30, 2022 and December 31, 2021.


(dollar amounts in millions)	September 30, 2022		December 31, 2021

Lease payments receivable	$	4,740	$	4,620
Estimated residual value of leased assets	769		774
Gross investment in lease financing receivables	5,509		5,394
Deferred origination costs	42		36
Deferred fees, unearned income and other	(458)		(430)
Total lease financing receivables	$	5,093	$	5,000

The carrying value of residual values guaranteed was $454 million and $473 million as of September 30, 2022 and December 31, 2021, respectively. The future lease rental payments due from customers on sales-type and direct financing leases at September 30, 2022, totaled $4.7 billion and were due as follows: $838 million in 2022, $820 million in 2023, $815 million in 2024, $733 million in 2025, $688 million in 2026, and $846 million thereafter. Interest income recognized for these types of leases was $41 million and $73 million for the three-month periods ended September 30, 2022 and 2021, respectively. For the nine-month periods ended September 30, 2022 and 2021, interest income recognized for these types of leases was $117 million and $154 million.

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Nonaccrual and Past Due Loans and Leases

The following table presents NALs by class at September 30, 2022 and December 31, 2021:


	September 30, 2022				December 31, 2021
(dollar amounts in millions)	Nonaccrual loans and leases with no ACL		Total nonaccrual loans and leases		Nonaccrual loans and leases with no ACL		Total nonaccrual loans and leases
Commercial and industrial	$	73	$	288	$	81	$	370
Commercial real estate	85		110		80		104
Lease financing	7		30		3		48
Residential mortgage	—		94		—		111
Automobile	—		4		—		3
Home equity	—		75		—		79
RV and marine	—		1		—		1

Total nonaccrual loans and leases	$	165	$	602	$	164	$	716

The following table presents an aging analysis of loans and leases, by class at September 30, 2022 and December 31, 2021:


	September 30, 2022
	Past Due (1)										Loans Accounted for Under FVO		Total Loans and Leases		90 or more days past due and accruing
(dollar amounts in millions)	30-59 Days		60-89 Days		90 or more days		Total		Current
Commercial and industrial	$	92	$	49	$	117	$	258	$	43,886	$	—	$	44,144	$	29	(2)
Commercial real estate	24		4		32		60		16,396		—		16,456		—
Lease financing	57		45		21		123		4,970		—		5,093		18		(3)
Residential mortgage	196		65		203		464		21,171		181		21,816		153		(4)
Automobile	72		18		9		99		13,331		—		13,430		6
Home equity	47		21		61		129		10,310		1		10,440		12
RV and marine	12		4		2		18		5,418		—		5,436		2
Other consumer	13		3		3		19		1,313		—		1,332		3
Total loans and leases	$	513	$	209	$	448	$	1,170	$	116,795	$	182	$	118,147	$	223


	December 31, 2021
	Past Due (1)										Loans Accounted for Under FVO		Total Loans and Leases		90 or more days past due and accruing
(dollar amounts in millions)	30-59 Days		60-89 Days		90 or more days		Total		Current
Commercial and industrial	$	72	$	69	$	107	$	248	$	41,440	$	—	$	41,688	$	13	(2)
Commercial real estate	9		1		9		19		14,942		—		14,961		—
Lease financing	39		13		17		69		4,931		—		5,000		11		(3)
Residential mortgage	151		49		233		433		18,653		170		19,256		157		(4)
Automobile	79		18		8		105		13,329		—		13,434		6
Home equity	48		35		76		159		10,390		1		10,550		17
RV and marine	14		4		3		21		5,037		—		5,058		3
Other consumer	13		2		3		18		1,302		—		1,320		3
Total loans and leases	$	425	$	191	$	456	$	1,072	$	110,024	$	171	$	111,267	$	210

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

(2)Amounts include PPP (SBA guaranteed) and other SBA loans and leases.

(3)Amounts include Huntington Technology Finance administrative lease delinquencies.

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

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Credit Quality Indicators

See Note 5 “Loans/Leases” to the Consolidated Financial Statements appearing in Huntington’s 2021 Annual Report on Form 10-K for a description of the credit quality indicators Huntington utilizes for monitoring credit quality and for determining an appropriate ACL level.

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

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

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

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

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

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

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

For all classes within the consumer loan portfolios, loans are assigned pool level PD factors based on the FICO range within which the borrower’s credit bureau score falls. A credit bureau score is a credit score developed by FICO based on data provided by the credit bureaus. The credit bureau score is widely accepted as the standard measure of consumer credit risk used by lenders, regulators, rating agencies, and consumers. The higher the credit bureau score, the higher likelihood of repayment and therefore, an indicator of higher credit quality.

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

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The following tables present the amortized cost basis of loans and leases by vintage and credit quality indicator at September 30, 2022 and December 31, 2021 respectively:


	As of September 30, 2022
	Term Loans Amortized Cost Basis by Origination Year												Revolver Total at Amortized Cost Basis		Revolver Total Converted to Term Loans
(dollar amounts in millions)	2022		2021		2020		2019		2018		Prior						Total
Commercial and industrial
Credit Quality Indicator (1):
Pass	$	13,212	$	7,720	$	3,808	$	2,328	$	1,228	$	1,314	$	11,998	$	4	$	41,612
OLEM	128		204		130		43		61		39		139		—		744
Substandard	227		199		194		244		155		277		491		—		1,787
Doubtful	—		—		—		—		—		1		—		—		1
Total Commercial and industrial	$	13,567	$	8,123	$	4,132	$	2,615	$	1,444	$	1,631	$	12,628	$	4	$	44,144
Commercial real estate
Credit Quality Indicator (1):
Pass	$	4,638	$	3,544	$	1,821	$	1,892	$	1,075	$	1,186	$	1,325	$	—	$	15,481
OLEM	44		26		4		11		12		39		—		—		136
Substandard	195		126		121		128		129		137		3		—		839

Total Commercial real estate	$	4,877	$	3,696	$	1,946	$	2,031	$	1,216	$	1,362	$	1,328	$	—	$	16,456
Lease financing
Credit Quality Indicator (1):
Pass	$	1,391	$	1,424	$	1,069	$	546	$	229	$	177	$	—	$	—	$	4,836
OLEM	25		14		32		6		7		4		—		—		88
Substandard	37		25		56		28		9		14		—		—		169

Total Lease financing	$	1,453	$	1,463	$	1,157	$	580	$	245	$	195	$	—	$	—	$	5,093
Residential mortgage
Credit Quality Indicator (2):
750+	$	2,993	$	6,251	$	3,611	$	864	$	485	$	2,165	$	—	$	—	$	16,369
650-749	1,260		1,308		670		235		146		814		—		—		4,433
<650	29		60		60		90		94		500		—		—		833

Total Residential mortgage	$	4,282	$	7,619	$	4,341	$	1,189	$	725	$	3,479	$	—	$	—	$	21,635
Automobile
Credit Quality Indicator (2):
750+	$	2,358	$	2,366	$	1,381	$	898	$	362	$	154	$	—	$	—	$	7,519
650-749	1,641		1,733		785		436		205		77		—		—		4,877
<650	231		364		186		128		79		46		—		—		1,034

Total Automobile	$	4,230	$	4,463	$	2,352	$	1,462	$	646	$	277	$	—	$	—	$	13,430
Home equity
Credit Quality Indicator (2):
750+	$	359	$	588	$	633	$	25	$	23	$	323	$	4,891	$	265	$	7,107
650-749	104		95		69		10		8		130		2,124		269		2,809
<650	2		3		3		2		2		55		324		132		523

Total Home equity	$	465	$	686	$	705	$	37	$	33	$	508	$	7,339	$	666	$	10,439
RV and marine
Credit Quality Indicator (2):
750+	$	1,059	$	1,070	$	764	$	379	$	373	$	465	$	—	$	—	$	4,110
650-749	247		335		213		126		122		180		—		—		1,223
<650	3		16		14		16		16		38		—		—		103

Total RV and marine	$	1,309	$	1,421	$	991	$	521	$	511	$	683	$	—	$	—	$	5,436
Other consumer
Credit Quality Indicator (2):
750+	$	202	$	71	$	39	$	40	$	15	$	55	$	360	$	3	$	785
650-749	57		34		14		18		4		16		330		18		491
<650	2		3		2		3		1		2		30		13		56

Total Other consumer	$	261	$	108	$	55	$	61	$	20	$	73	$	720	$	34	$	1,332

(1)Consistent with the credit quality disclosures, indicators for the Commercial portfolio are based on internally defined categories of credit grades which are generally refreshed at least semi-annually.

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

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	As of December 31, 2021
	Term Loans Amortized Cost Basis by Origination Year												Revolver Total at Amortized Cost Basis		Revolver Total Converted to Term Loans
(dollar amounts in millions)	2021		2020		2019		2018		2017		Prior						Total
Commercial and industrial
Credit Quality Indicator (1):
Pass	$	15,435	$	5,677	$	3,682	$	1,983	$	1,080	$	1,134	$	9,945	$	3	$	38,939
OLEM	183		178		87		83		38		73		166		—		808
Substandard	336		203		344		206		125		167		552		—		1,933
Doubtful	5		1		1		1		—		—		—		—		8
Total Commercial and industrial	$	15,959	$	6,059	$	4,114	$	2,273	$	1,243	$	1,374	$	10,663	$	3	$	41,688
Commercial real estate
Credit Quality Indicator (1):
Pass	$	4,144	$	2,367	$	2,593	$	1,456	$	761	$	1,124	$	798	$	—	$	13,243
OLEM	76		48		42		83		73		19		—		—		341
Substandard	224		362		448		115		151		46		30		—		1,376
Doubtful	—		—		—		1		—		—		—		—		1
Total Commercial real estate	$	4,444	$	2,777	$	3,083	$	1,655	$	985	$	1,189	$	828	$	—	$	14,961
Lease financing
Credit Quality Indicator (1):
Pass	$	1,851	$	1,441	$	809	$	417	$	226	$	131	$	—	$	—	$	4,875
OLEM	8		32		12		4		2		—		—		—		58
Substandard	6		23		19		2		9		8		—		—		67

Total Lease financing	$	1,865	$	1,496	$	840	$	423	$	237	$	139	$	—	$	—	$	5,000
Residential mortgage
Credit Quality Indicator (2):
750+	$	5,532	$	3,857	$	978	$	554	$	687	$	1,704	$	—	$	—	$	13,312
650-749	1,862		993		409		269		254		1,028		—		—		4,815
<650	48		56		104		120		99		532		—		—		959

Total Residential mortgage	$	7,442	$	4,906	$	1,491	$	943	$	1,040	$	3,264	$	—	$	—	$	19,086
Automobile
Credit Quality Indicator (2):
750+	$	2,993	$	1,927	$	1,381	$	666	$	345	$	129	$	—	$	—	$	7,441
650-749	2,393		1,237		736		380		168		55		—		—		4,969
<650	380		234		178		128		70		34		—		—		1,024

Total Automobile	$	5,766	$	3,398	$	2,295	$	1,174	$	583	$	218	$	—	$	—	$	13,434
Home equity
Credit Quality Indicator (2):
750+	$	645	$	701	$	32	$	31	$	34	$	387	$	4,772	$	272	$	6,874
650-749	129		94		15		13		13		161		2,324		324		3,073
<650	3		2		2		1		1		67		361		165		602

Total Home equity	$	777	$	797	$	49	$	45	$	48	$	615	$	7,457	$	761	$	10,549
RV and marine
Credit Quality Indicator (2):
750+	$	1,257	$	933	$	470	$	468	$	268	$	319	$	—	$	—	$	3,715
650-749	393		273		171		157		106		150		—		—		1,250
<650	6		11		13		18		18		27		—		—		93

Total RV and marine	$	1,656	$	1,217	$	654	$	643	$	392	$	496	$	—	$	—	$	5,058
Other consumer
Credit Quality Indicator (2):
750+	$	211	$	34	$	50	$	13	$	10	$	27	$	326	$	3	$	674
650-749	88		52		50		23		17		41		295		24		590
<650	2		2		5		2		—		1		27		17		56

Total Other consumer	$	301	$	88	$	105	$	38	$	27	$	69	$	648	$	44	$	1,320

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

2022 3Q Form 10-Q 57

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TDR Loans

TDRs are modified loans where a concession was provided to a borrower experiencing financial difficulties. Loan modifications are considered TDRs when the concessions provided would not otherwise be considered. However, not all loan modifications are TDRs. See Note 5 “Loans / Leases” to the Consolidated Financial Statements appearing in Huntington’s 2021 Annual Report on Form 10-K for an additional discussion of TDRs.

The following table presents, by class and modification type, the number of contracts, post-modification outstanding balance, and the financial effects of the modification for the three-month and nine-month periods ended September 30, 2022 and 2021.


	New Troubled Debt Restructurings (1)
	Three Months Ended September 30, 2022
	Number of Contracts	Post-modification Outstanding Recorded Investment (2)
(dollar amounts in millions)		Interest rate reduction		Amortization or maturity date change		Chapter 7 bankruptcy		Other		Total
Commercial and industrial	81	$	39	$	22	$	—	$	13	$	74
Commercial real estate	7	5		10		—		—		15

Residential mortgage	184	—		25		1		—		26
Automobile	697	—		6		1		—		7
Home equity	54	—		1		—		—		1
RV and marine	31	—		1		1		—		2
Other consumer	38	—		—		—		—		—
Total new TDRs	1,092	$	44	$	65	$	3	$	13	$	125

	Three Months Ended September 30, 2021
	Number of Contracts	Post-modification Outstanding Recorded Investment (2)
(dollar amounts in millions)		Interest rate reduction		Amortization or maturity date change		Chapter 7 bankruptcy		Other		Total

Commercial and industrial	16	$	—	$	3	$	—	$	—	$	3
Commercial real estate	4	—		—		—		—		—

Residential mortgage	74	—		7		2		—		9
Automobile	498	—		3		1		—		4
Home equity	42	—		1		1		—		2
RV and marine	19	—		—		—		—		—
Other consumer	49	—		—		—		—		—
Total new TDRs	702	$	—	$	14	$	4	$	—	$	18

58 Huntington Bancshares Incorporated

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	New Troubled Debt Restructurings (1)
	Nine Months Ended September 30, 2022
	Number of Contracts	Post-modification Outstanding Recorded Investment (2)
(dollar amounts in millions)		Interest rate reduction		Amortization or maturity date change		Chapter 7 bankruptcy		Other		Total
Commercial and industrial	222	$	69	$	37	$	—	$	14	$	120
Commercial real estate	12	42		10		—		—		52

Residential mortgage	629	—		85		5		—		90
Automobile	1,791	—		13		2		—		15
Home equity	166	—		5		3		—		8
RV and marine finance	105	—		2		1		—		3
Other consumer	91	—		—		—		—		—
Total new TDRs	3,016	$	111	$	152	$	11	$	14	$	288

	Nine Months Ended September 30, 2021
	Number of Contracts	Post-modification Outstanding Recorded Investment (2)
(dollar amounts in millions)		Interest rate reduction		Amortization or maturity date change		Chapter 7 bankruptcy		Other		Total
Commercial and industrial	53	$	15	$	23	$	—	$	—	$	38
Commercial real estate	4	—		—		—		—		—

Residential mortgage	232	—		31		4		—		35
Automobile	1,914	—		13		3		—		16
Home equity	155	—		3		5		—		8
RV and marine finance	103	1		1		1		—		3
Other consumer	214	—		—		—		1		1
Total new TDRs	2,675	$	16	$	71	$	13	$	1	$	101

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

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

Pledged Loans

The Bank has access to the Federal Reserve’s discount window and advances from the FHLB. As of September 30, 2022 and December 31, 2021, these borrowings and advances are secured by $70.1 billion and $61.1 billion, respectively, of loans.

2022 3Q Form 10-Q 59

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6. ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses - Roll-forward

The following tables present ACL activity by portfolio segment for the three-month and nine-month periods ended September 30, 2022 and 2021.


(dollar amounts in millions)	Commercial		Consumer		Total
Three-month period ended September 30, 2022:
ALLL balance, beginning of period	$	1,342	$	732	$	2,074

Loan and lease charge-offs	(35)		(48)		(83)
Recoveries of loans and leases previously charged-off	20		19		39
Provision (benefit) for loan and lease losses	87		(7)		80


ALLL balance, end of period	$	1,414	$	696	$	2,110
AULC balance, beginning of period	$	53	$	41	$	94

Provision (benefit) for unfunded lending commitments	8		18		26


AULC balance, end of period	$	61	$	59	$	120
ACL balance, end of period	$	1,475	$	755	$	2,230
Nine-month period ended September 30, 2022:
ALLL balance, beginning of period	$	1,462	$	568	$	2,030

Loan and lease charge-offs	(77)		(139)		(216)
Recoveries of loans and leases previously charged-off	83		62		145
Provision for loan and lease losses	(54)		205		151


ALLL balance, end of period	$	1,414	$	696	$	2,110
AULC balance, beginning of period	$	41	$	36	$	77

Provision for unfunded lending commitments	20		23		43


AULC balance, end of period	$	61	$	59	$	120
ACL balance, end of period	$	1,475	$	755	$	2,230

60 Huntington Bancshares Incorporated

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(dollar amounts in millions)	Commercial		Consumer		Total
Three-month period ended September 30, 2021:
ALLL balance, beginning of period	$	1,618	$	600	$	2,218

Loan and lease charge-offs	(74)		(32)		(106)
Recoveries of loans and leases previously charged-off	27		24		51
Provision (benefit) for loan and lease losses	(22)		(34)		(56)


ALLL balance, end of period	$	1,549	$	558	$	2,107
AULC balance, beginning of period	$	76	$	28	$	104

Provision (benefit) for unfunded lending commitments	2		(8)		(6)


AULC balance, end of period	$	78	$	20	$	98
ACL balance, end of period	$	1,627	$	578	$	2,205
Nine-month period ended September 30, 2021:
ALLL balance, beginning of period	$	1,236	$	578	$	1,814

Loan and lease charge-offs	(213)		(90)		(303)
Recoveries of loans and leases previously charged-off	58		64		122
Provision (benefit) for loan and lease losses (1)	94		(52)		42

Allowance on PCD loans and leases at acquisition	374		58		432
ALLL balance, end of period	$	1,549	$	558	$	2,107
AULC balance, beginning of period	$	34	$	18	$	52

Provision for unfunded lending commitments (2)	45		2		47

Unfunded lending commitment losses	(1)		—		(1)
AULC balance, end of period	$	78	$	20	$	98
ACL balance, end of period	$	1,627	$	578	$	2,205

(1)Includes $234 million of TCF acquisition initial provision for credit losses related to non-PCD loans and leases.

(2)Includes $60 million from acquired unfunded lending commitments.

At September 30, 2022, the ACL was $2.2 billion, an increase of $123 million from the December 31, 2021 balance of $2.1 billion.

The economic scenarios used in the September 30, 2022 ACL determination contained judgmental assumptions due to elevated levels of economic uncertainty associated with geopolitical instability, high inflation readings, and the expected path of interest rate increases by the Fed. Given the uncertainty associated with key economic scenario assumptions, the September 30, 2022 ACL included a general reserve that consists of various risk profile components to capture uncertainty not addressed within the quantitative transaction reserve.

7. MORTGAGE LOAN SALES AND SERVICING RIGHTS

Residential Mortgage Portfolio

The following table summarizes activity relating to residential mortgage loans sold with servicing retained for the three-month and nine-month periods ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021		2022		2021
Residential mortgage loans sold with servicing retained	$	1,310	$	2,298	$	4,557	$	7,302
Pretax gains resulting from above loan sales (1)	11		80		110		274

(1)Recorded in mortgage banking income.

2022 3Q Form 10-Q 61

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The following table summarizes the changes in MSRs recorded using the fair value method for the three-month and nine-month periods ended September 30, 2022 and 2021:


	Three Months Ended September 30,					Nine Months Ended September 30,
(dollar amounts in millions)	2022			2021		2022		2021
Fair value, beginning of period	$	463		$	327	$	351	$	210

Servicing assets obtained in acquisition	—		``	—		—		59
New servicing assets created	20			31		68		103
Change in fair value during the period due to:
Time decay (1)	(6)			(4)		(16)		(11)
Payoffs (2)	(8)			(17)		(29)		(50)
Changes in valuation inputs or assumptions (3)	17			1		112		27
Fair value, end of period	$	486		$	338	$	486	$	338

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

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

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

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

A summary of key assumptions and the sensitivity of the MSR value to changes in these assumptions at September 30, 2022, and December 31, 2021 follows:


	September 30, 2022							December 31, 2021
				Decline in fair value due to							Decline in fair value due to
(dollar amounts in millions)	Actual			10% adverse change		20% adverse change		Actual			10% adverse change		20% adverse change
Constant prepayment rate (annualized)	7.04	%		$	(12)	$	(24)	12.28	%		$	(17)	$	(32)
Spread over forward interest rate swap rates	579		bps	(11)		(22)		466		bps	(7)		(13)

Total servicing, late and other ancillary fees included in mortgage banking income was $23 million and $22 million for the three-month periods ended September 30, 2022 and 2021, respectively. Total servicing, late fees and other ancillary fees included in mortgage banking income was $68 million and $57 million for the nine-month periods ended September 30, 2022 and 2021, respectively. The unpaid principal balance of residential mortgage loans serviced for third parties was $32 billion and $31 billion at September 30, 2022 and December 31, 2021, respectively.

8. BORROWINGS

Borrowings with original maturities of one year or less are classified as short-term and were comprised of the following at September 30, 2022 and December 31, 2021, respectively:


(dollar amounts in millions)	September 30, 2022		December 31, 2021
Federal funds purchased and securities sold under agreements to repurchase	$	300	$	320


Other borrowings	126		14
Total short-term borrowings	$	426	$	334

62 Huntington Bancshares Incorporated

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Huntington’s long-term debt consisted of the following at September 30, 2022 and December 31, 2021, respectively:


(dollar amounts in millions)	September 30, 2022		December 31, 2021
The Parent Company:
Senior Notes	$	2,990	$	2,083





Subordinated Notes	973		1,028







Total notes issued by the parent	3,963		3,111
The Bank:
Senior Notes	2,287		2,434











Subordinated Notes	650		811


Total notes issued by the bank	2,937		3,245
FHLB Advances	2,712		215

Other	556		537





Total long-term debt	$	10,168	$	7,108

In May 2022, the Bank issued $500 million of senior notes at 99.8% of face value. The senior notes mature on May 16, 2025 and have a fixed coupon rate of 4.01%.

In May 2022, the Bank issued $800 million of senior notes at 99.7% of face value. The senior notes mature on May 17, 2028 and have a fixed coupon rate of 4.55%.

In May 2022, the Bank issued $300 million of senior notes at 99.8% of face value. The senior notes mature on May 16, 2025 and have a floating rate equal to SOFR plus 119 basis points resetting quarterly.

In May 2022, Huntington issued $400 million of senior notes at 100% of face value. The senior notes mature on May 17, 2033 and have a fixed coupon rate of 5.02%.

In August 2022, Huntington issued $750 million of senior notes at 99.7% of face value. The senior notes mature on August 4, 2028 and have a fixed coupon rate of 4.44%.

2022 3Q Form 10-Q 63

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9. OTHER COMPREHENSIVE INCOME

The components of Huntington’s OCI for the three-month and nine-month periods ended September 30, 2022 and 2021, were as follows:


(dollar amounts in millions)	Pretax		Tax (Expense) benefit		After-tax
Three Months Ended September 30, 2022

Unrealized losses on available-for-sale securities arising during the period	$	(1,265)	$	291	$	(974)
Reclassification adjustment for realized net losses included in net income	4		(1)		3
Total unrealized losses on available-for-sale securities	(1,261)		290		(971)

Net impact of fair value hedges on available-for-sale securities	325		(75)		250


Change in fair value related to cash flow hedges	(591)		135		(456)
Foreign currency translation adjustment (1)	(15)		—		(15)
Net unrealized gains (losses) on net investment hedges	11		—		11
Translation adjustments, net of hedges (1)	(4)		—		(4)
Change in accumulated unrealized gains for pension and other post retirement obligations	3		—		3
Other comprehensive loss	$	(1,528)	$	350	$	(1,178)
Three Months Ended September 30, 2021

Unrealized gains on available-for-sale securities arising during the period	$	(112)	$	26	$	(86)
Reclassification adjustment for realized net losses included in net income	5		(1)		4
Total unrealized losses on available-for-sale securities	(107)		25		(82)




Change in fair value related to cash flow hedges	(43)		14		(29)
Foreign currency translation adjustment (1)	(7)		—		(7)
Net unrealized gains (losses) on net investment hedges	9		—		9
Translation adjustments, net of hedges (1)	2		—		2
Change in accumulated unrealized gains for pension and other post retirement obligations	3		—		3
Other comprehensive income	$	(145)	$	39	$	(106)

Nine Months Ended September 30, 2022

Unrealized losses on available-for-sale securities arising during the period	$	(3,952)	$	909	$	(3,043)
Reclassification adjustment for realized net losses (gains) included in net income	95		(22)		73
Total unrealized gains (losses) on available-for-sale securities	(3,857)		887		(2,970)

Net impact of fair value hedges on available-for-sale securities	917		(212)		705


Change in fair value related to cash flow hedges	(1,012)		230		(782)
Foreign currency translation adjustment (1)	(21)		—		(21)
Net unrealized gains (losses) on net investment hedges	15		—		15
Translation adjustments, net of hedges (1)	(6)		—		(6)
Change in accumulated unrealized gains for pension and other post retirement obligations	8		(2)		6
Other comprehensive loss	$	(3,950)	$	903	$	(3,047)
Nine Months Ended September 30, 2021

Unrealized losses on available-for-sale securities arising during the period	$	(311)	$	70	$	(241)
Reclassification adjustment for realized net losses (gains) included in net income	27		(6)		21
Total unrealized losses on available-for-sale securities	(284)		64		(220)

Net impact of fair value hedges on available-for-sale securities	38		(9)		29


Change in fair value related to cash flow hedges	(173)		42		(131)
Foreign currency translation adjustment (1)	(13)		—		(13)
Net unrealized gains (losses) on net investment hedges	9		—		9
Translation adjustments, net of hedges (1)	(4)		—		(4)
Change in accumulated unrealized gains for pension and other post retirement obligations	12		(3)		9
Other comprehensive loss	$	(411)	$	94	$	(317)

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

64 Huntington Bancshares Incorporated

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Activity in accumulated OCI for the three-month and nine-month periods ended September 30, 2022 and 2021, were as follows:


(dollar amounts in millions)	Unrealized gains (losses) on available-for-sale securities (1)		Net impact of fair value hedges on available-for-sale securities		Change in fair value related to cash flow hedges		Translation adjustments, net of hedges		Unrealized gains (losses) for pension and other post- retirement obligations		Total
Three Months Ended September 30, 2022
Balance, beginning of period	$	(2,152)	$	544	$	(263)	$	(5)	$	(222)	$	(2,098)

Other comprehensive income (loss) before reclassifications	(974)		250		(456)		(4)		—		(1,184)
Amounts reclassified from accumulated OCI to earnings	3		—		—		—		3		6
Period change	(971)		250		(456)		(4)		3		(1,178)
Balance, end of period	$	(3,123)	$	794	$	(719)	$	(9)	$	(219)	$	(3,276)

Three Months Ended September 30, 2021
Balance, beginning of period	$	50	$	31	$	153	$	(6)	$	(247)	$	(19)

Other comprehensive income (loss) before reclassifications	(86)		—		(29)		2		—		(113)
Amounts reclassified from accumulated OCI to earnings	4		—		—		—		3		7
Period change	(82)		—		(29)		2		3		(106)

Balance, end of period	$	(32)	$	31	$	124	$	(4)	$	(244)	$	(125)

Nine Months Ended September 30, 2022
Balance, beginning of period	$	(153)	$	89	$	63	$	(3)	$	(225)	$	(229)
Other comprehensive loss before reclassifications	(3,043)		705		(782)		(6)		—		(3,126)
Amounts reclassified from accumulated OCI to earnings	73		—		—		—		6		79
Period change	(2,970)		705		(782)		(6)		6		(3,047)
Balance, end of period	$	(3,123)	$	794	$	(719)	$	(9)	$	(219)	$	(3,276)

Nine Months Ended September 30, 2021
Balance, beginning of period	$	188	$	2	$	255	$	—	$	(253)	$	192
Other comprehensive income before reclassifications	(241)		29		(131)		(4)		—		(347)
Amounts reclassified from accumulated OCI to earnings	21		—		—		—		9		30
Period change	(220)		29		(131)		(4)		9		(317)
Balance, end of period	$	(32)	$	31	$	124	$	(4)	$	(244)	$	(125)

(1)AOCI amounts at September 30, 2022 and September 30, 2021 include $69 million and $41 million, respectively, of net unrealized losses (after-tax) on securities transferred from the available-for-sale securities portfolio to the held-to-maturity securities portfolio. The net unrealized losses will be recognized in earnings over the remaining life of the security using the effective interest method.

2022 3Q Form 10-Q 65

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10. SHAREHOLDERS’ EQUITY

Preferred Stock

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



(dollar amounts in millions)				Carrying Amount
Series	Issuance Date	Shares Outstanding	Dividend Rate	Earliest Redemption Date (1)	September 30, 2022		December 31, 2021

Series B (2)	12/28/2011	35,500	3-mo. LIBOR + 270 bps	1/15/2017	$	23	$	23



Series E (3)	2/27/2018	5,000	5.70	4/15/2023	495		495
Series F (3)	5/27/2020	5,000	5.625	7/15/2030	494		494
Series G (3)	8/3/2020	5,000	4.45	10/15/2027	494		494
Series H (2)	2/2/2021	500,000	4.50	4/15/2026	486		486
Series I (4)	6/9/2021	7,000	5.70	12/01/2022	175		175
Total		557,500			$	2,167	$	2,167

(1) Denotes earliest option redemption date. Earlier redemption is solely at Huntington’s option, subject to prior approval of FRB.

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

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

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

The following table presents the dividends declared for each series of Preferred shares for the three-month and nine-month periods ended September 30, 2022 and 2021:


	Three Months Ended September 30,								Nine months ended September 30,
(amounts in millions, except per share data)	2022				2021				2022				2021
	Cash Dividend Declared Per Share				Cash Dividend Declared Per Share				Cash Dividend Declared Per Share				Cash Dividend Declared Per Share
Preferred Series			Amount ($)				Amount ($)				Amount ($)				Amount ($)
Series B	$	16.95	$	—	$	7.07	$	—	$	39.34	$	—	$	21.63	$	—
Series C	—		—		14.69		(1)		—		—		44.07		(4)
Series D	—		—		—		—		—		—		31.25		(18)
Series E	1,425.00		(7)		1,425.00		(7)		4,275.00		(21)		4,275.00		(21)
Series F	1,406.25		(7)		1,406.25		(7)		4,218.75		(21)		4,218.75		(21)
Series G	1,112.50		(6)		1,112.50		(6)		3,337.50		(18)		3,337.50		(18)
Series H	11.25		(6)		11.25		(6)		33.75		(18)		30.75		(16)
Series I	356.25		(3)		356.25		(2)		1,068.75		(7)		712.50		(5)
Total			$	(29)			$	(29)			$	(85)			$	(103)

Treasury shares

Treasury shares includes shares held for deferred compensation plans, at cost, of $80 million at September 30, 2022 and $79 million at December 31, 2021.

Non-controlling Interest in Subsidiaries

Through the acquisition of TCF, Huntington acquired a joint venture in which Huntington maintains a 55% ownership interest. As Huntington has a controlling financial interest, its financial results are consolidated in Huntington's financial statements and the other party’s 45% ownership interest is reported as a non-controlling interest within equity.

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11. EARNINGS PER SHARE

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

The calculation of basic and diluted earnings per share for the three-month and nine-month periods ended September 30, 2022 and 2021 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions, except per share data, share count in thousands)	2022		2021		2022		2021
Basic earnings per common share:
Net income attributable to Huntington Bancshares Inc	$	594	$	377	$	1,593	$	894
Preferred stock dividends	29		29		85		103
Impact of preferred stock redemption	—		15		—		15
Net income available to common shareholders	$	565	$	333	$	1,508	$	776
Average common shares issued and outstanding	1,442,591		1,462,736		1,440,740		1,201,763
Basic earnings per common share	$	0.39	$	0.23	$	1.05	$	0.65
Diluted earnings per common share:




Dilutive potential common shares:
Stock options and restricted stock units and awards	16,064		17,536		17,078		17,623
Shares held in deferred compensation plans	6,428		7,063		6,416		6,042


Dilutive potential common shares	22,492		24,599		23,494		23,665
Total diluted average common shares issued and outstanding	1,465,083		1,487,335		1,464,234		1,225,428
Diluted earnings per common share	$	0.39	$	0.22	$	1.03	$	0.63
Anti-dilutive awards (1)	7,121		4,609		5,565		4,410

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

12. NONINTEREST INCOME

Huntington earns a variety of revenue including interest and fees from customers as well as revenues from non-customers. Certain sources of revenue are recognized within interest or fee income and are outside of the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Other sources of revenue fall within the scope of ASC 606 and are generally recognized within noninterest income. These revenues are included within various sections of the Unaudited Condensed Consolidated Financial Statements. The following table shows Huntington’s total noninterest income segregated between contracts with customers within the scope of ASC 606 and those within the scope of other GAAP Topics.


(dollar amounts in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
Noninterest income	2022		2021		2022		2021
Noninterest income from contracts with customers	$	345	$	315	$	975	$	794
Noninterest income within the scope of other GAAP topics	153		220		507		580
Total noninterest income	$	498	$	535	$	1,482	$	1,374

The following table illustrates the disaggregation by operating segment and major revenue stream and reconciles disaggregated revenue to segment revenue presented in Note 17 “Segment Reporting”.

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	Three Months Ended September 30, 2022
(dollar amounts in millions)	Commercial Banking		Consumer & Business Banking		Vehicle Finance		RBHPCG		Treasury / Other		Huntington Consolidated
Major Revenue Streams
Service charges on deposit accounts	$	20	$	70	$	2	$	1	$	—	$	93
Card and payment processing income	6		84		—		—		—		90
Trust and investment management services	1		16		—		43		—		60
Insurance income	2		14		—		11		1		28
Capital markets fees	37		2		1		—		(2)		38
Other noninterest income	29		6		1		1		(1)		36
Net revenue from contracts with customers	$	95	$	192	$	4	$	56	$	(2)	$	345
Noninterest income within the scope of other GAAP topics	86		51		—		1		15		153
Total noninterest income	$	181	$	243	$	4	$	57	$	13	$	498

			Three Months Ended September 30, 2021
(dollar amounts in millions)	Commercial Banking		Consumer & Business Banking		Vehicle Finance		RBHPCG		Treasury / Other		Huntington Consolidated
Major Revenue Streams
Service charges on deposit accounts	$	23	$	89	$	1	$	1	$	—	$	114
Card and payment processing income	6		85		—		—		—		91
Trust and investment management services	—		17		—		44		—		61
Insurance income	2		12		—		11		—		25
Capital markets fees	4		1		—		1		—		6
Other noninterest income	1		7		1		1		8		18
Net revenue from contracts with customers	$	36	$	211	$	2	$	58	$	8	$	315
Noninterest income within the scope of other GAAP topics	114		91		2		—		13		220
Total noninterest income	$	150	$	302	$	4	$	58	$	21	$	535

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	Nine Months Ended September 30, 2022
(dollar amounts in millions)	Commercial Banking		Consumer & Business Banking		Vehicle Finance		RBHPCG		Treasury / Other		Huntington Consolidated
Major Revenue Streams
Service charges on deposit accounts	$	65	$	222	$	5	$	3	$	—	$	295
Card and payment processing income	17		242		—		—		—		259
Trust and investment management services	3		51		—		134		—		188
Insurance income	6		40		—		39		1		86
Capital markets fees	48		6		2		1		(2)		55
Other noninterest income	72		18		1		2		(1)		92
Net revenue from contracts with customers	$	211	$	579	$	8	$	179	$	(2)	$	975
Noninterest income within the scope of other GAAP topics	262		206		2		2		35		507
Total noninterest income	$	473	$	785	$	10	$	181	$	33	$	1,482

	Nine Months Ended September 30, 2021
(dollar amounts in millions)	Commercial Banking		Consumer & Business Banking		Vehicle Finance		RBHPCG		Treasury / Other		Huntington Consolidated
Major Revenue Streams
Service charges on deposit accounts	$	64	$	201	$	4	$	2	$	—	$	271
Card and payment processing income	14		211		—		—		—		225
Trust and investment management services	1		45		—		122		—		168
Insurance income	5		38		—		33		1		77
Capital markets fees	11		4		1		1		—		17
Other noninterest income	3		15		1		6		11		36
Net revenue from contracts with customers	$	98	$	514	$	6	$	164	$	12	$	794
Noninterest income within the scope of other GAAP topics	255		266		3		1		55		580
Total noninterest income	$	353	$	780	$	9	$	165	$	67	$	1,374

Huntington generally provides services for customers in which it acts as principal. Payment terms and conditions vary amongst services and customers, and thus impact the timing and amount of revenue recognition. Some fees may be paid before any service is rendered and accordingly, such fees are deferred until the obligations pertaining to those fees are satisfied. Most Huntington contracts with customers are cancelable by either party without penalty or they are short-term in nature, with a contract duration of less than one year. Accordingly, most revenue deferred for the reporting period ended September 30, 2022 is expected to be earned within one year. Huntington does not have significant balances of contract assets or contract liabilities and any change in those balances during the reporting period ended September 30, 2022 was determined to be immaterial.

13. FAIR VALUES OF ASSETS AND LIABILITIES

See Note 19 “Fair Value of Assets and Liabilities” to the Consolidated Financial Statements appearing in Huntington’s 2021 Annual Report on Form 10-K for a description of the valuation methodologies used for instruments measured at fair value. Assets and liabilities measured at fair value rarely transfer between Level 1 and Level 2 measurements. There were no such transfers during the three-month and nine-month periods ended September 30, 2022 and 2021.

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Assets and Liabilities measured at fair value on a recurring basis


	Fair Value Measurements at Reporting Date Using						Netting Adjustments (1)		September 30, 2022
(dollar amounts in millions)	Level 1		Level 2		Level 3
Assets
Trading account securities:



Municipal securities	$	—	$	32	$	—	$	—	$	32


Available-for-sale securities:
U.S. Treasury securities	5		—		—		—		5
Residential CMOs	—		3,035		—		—		3,035
Residential MBS	—		11,983		—		—		11,983
Commercial MBS	—		2,038		—		—		2,038
Other agencies	—		190		—		—		190
Municipal securities	—		44		3,332		—		3,376
Private-label CMO	—		121		21		—		142
Asset-backed securities	—		301		70		—		371
Corporate debt	—		2,162		—		—		2,162
Other securities/sovereign debt	—		4		—		—		4
Total available-for-sale securities	5		19,878		3,423		—		23,306
Other securities	47		3		—		—		50
Loans held for sale	—		758		—		—		758
Loans held for investment	—		166		16		—		182
MSRs	—		—		486		—		486
Other assets:
Derivative assets	—		2,521		2		(2,104)		419
Assets held in trust for deferred compensation plans	111		—		—		—		111
Liabilities



Derivative liabilities	—		2,652		11		(1,460)		1,203

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	Fair Value Measurements at Reporting Date Using						Netting Adjustments (1)		December 31, 2021
(dollar amounts in millions)	Level 1		Level 2		Level 3
Assets
Trading account securities:

Municipal securities	$	—	$	46	$	—	$	—	$	46


Available-for-sale securities:
U.S. Treasury securities	5		—		—		—		5
Residential CMOs	—		4,649		—		—		4,649
Residential MBS	—		15,508		—		—		15,508
Commercial MBS	—		1,865		—		—		1,865
Other agencies	—		248		—		—		248
Municipal securities	—		49		3,477		—		3,526
Private-label CMO	—		86		20		—		106
Asset-backed securities	—		312		70		—		382
Corporate debt	—		2,167		—		—		2,167
Other securities/sovereign debt	—		4		—		—		4
Total available-for-sale securities	5		24,888		3,567		—		28,460
Other securities	65		7		—		—		72
Loans held for sale	—		1,270		—		—		1,270
Loans held for investment	—		152		19		—		171
MSRs	—		—		351		—		351
Other assets:
Derivative assets	—		1,055		10		(465)		600
Assets held in trust for deferred compensation plans	156		—		—		—		156
Liabilities
Derivative liabilities	—		737		6		(624)		119

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

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

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	Level 3 Fair Value Measurements
					Available-for-sale securities						Loans held for investment
(dollar amounts in millions)	MSRs		Derivative instruments		Municipal securities		Private- label CMO		Asset-backed securities
Three Months Ended September 30, 2022
Opening balance	$	463	$	(5)	$	3,377	$	22	$	44		$	17

Transfers out of Level 3 (1)	—		(6)		—		—		—			—
Total gains/losses for the period:
Included in earnings:
Mortgage banking income	17		2		—		—		—			—


Included in OCI	—		—		(66)		—		—			—
Purchases/originations	20		—		309		—		26			—

Repayments	—		—		—		—		—			(1)

Settlements	(14)		—		(288)		(1)		—			—
Closing balance	$	486	$	(9)	$	3,332	$	21	$	70		$	16
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date	$	17	$	(8)	$	—	$	—	$	—		$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period	—		—		(69)		—		(1)			—
Three Months Ended September 30, 2021
Opening balance	$	327	$	23	$	3,609	$	18	$	46		$	21

Transfers out of Level 3 (1)	—		(39)		—		—		—			—
Total gains/losses for the period:
Included in earnings:
Mortgage banking income	1		28		—		—		—			—
Interest and fee income	—		—		(1)		—		—			—
Included in OCI	—		—		(8)		—		—			—
Purchases/originations	31		—		260		—		—			—
Sales	—		—		(17)		—		—			—
Repayments	—		—		—		—		—			(1)

Settlements	(21)		—		(261)		—		(11)			—
Closing balance	$	338	$	12	$	3,582	$	18	$	35		$	20
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date	$	1	$	(12)	$	—	$	—	$	—		$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period	—		—		(10)		—		—			—

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	Level 3 Fair Value Measurements
					Available-for-sale securities						Loans held for investment
(dollar amounts in millions)	MSRs		Derivative instruments		Municipal securities		Private- label CMO		Asset-backed securities
Nine Months Ended September 30, 2022
Opening balance	$	351	$	4	$	3,477	$	20	$	71	$	19

Transfers out of Level 3 (1)	—		(6)		—		—		—		—
Total gains/losses for the period:
Included in earnings:
Mortgage banking income	112		(7)		—		—		—		—
Interest and fee income	—		—		(2)		(2)		—		—
Provision for credit losses	—		—		(4)		—		—		—
Included in OCI	—		—		(274)		—		(1)		—
Purchases/originations	68		—		867		4		26		—

Repayments	—		—		—		—		—		(3)

Settlements	(45)		—		(732)		(1)		(26)		—
Closing balance	$	486	$	(9)	$	3,332	$	21	$	70	$	16
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date	$	112	$	(17)	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period	—		—		(274)		—		(1)		—
Nine Months Ended September 30, 2021
Opening balance	$	210	$	41	$	2,951	$	9	$	10	$	23

Transfers out of Level 3 (1)	—		(109)		—		—		—		—
Total gains/losses for the period:
Included in earnings
Mortgage banking income	27		73		—		—		—		—
Interest and fee income	—		—		(1)		—		—		—
Included in OCI	—		—		(13)		—		—		—
Purchases/originations/acquisitions	162		7		1,613		8		75		—
Sales	—		—		(369)		—		—		—
Repayments	—		—		—		—		—		(3)

Settlements	(61)		—		(599)		1		(50)		—
Closing balance	$	338	$	12	$	3,582	$	18	$	35	$	20
Change in unrealized gains or losses for the period included in earnings for assets held at end of the reporting date	$	27	$	(33)	$	—	$	—	$	—	$	—
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at the end of the reporting period	—		—		(14)		—		—		—

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

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Assets and liabilities under the fair value option

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


(dollar amounts in millions)	Total Loans						Loans that are 90 or more days past due
	Fair value carrying amount		Aggregate unpaid principal		Difference		Fair value carrying amount		Aggregate unpaid principal		Difference
September 30, 2022
Assets
Loans held for sale	$	758	$	781	$	(23)	$	—	$	—	$	—
Loans held for investment	182		187		(5)		3		3		—
December 31, 2021
Assets
Loans held for sale	$	1,270	$	1,237	$	33	$	—	$	—	$	—
Loans held for investment	171		177		(6)		4		4		—

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



(dollar amounts in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
Assets	2022		2021		2022		2021
Loans held for sale (1)	$	(22)	$	(4)	$	(56)	$	(30)
Loans held for investment	—		—		1		—

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

Assets and Liabilities measured at fair value on a nonrecurring basis

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

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


	Fair Value Measurements Using Significant Other Unobservable Inputs (Level 3)				Total Gains (Losses)
					Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions)	September 30, 2022		December 31, 2021		2022		2021		2022		2021

Collateral-dependent loans	$	47	$	39	$	—	$	—	$	(1)	$	(2)

Loans held for sale	61		—		1		(1)		1		1

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

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Significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis

The table below presents quantitative information about the significant unobservable inputs for assets and liabilities measured at fair value on a recurring and nonrecurring basis:


	Quantitative Information about Level 3 Fair Value Measurements
			At September 30, 2022 (1)						At December 31, 2021 (1)
(dollar amounts in millions)	Valuation Technique	Significant Unobservable Input	Range				Weighted Average		Range					Weighted Average
Measured at fair value on a recurring basis:
MSRs	Discounted cash flow	Constant prepayment rate	5	%	-	22%	7	%	8	%	—%	23	%	12	%
		Spread over forward interest rate swap rates	5	%	-	13%	6	%	3	%	—%	11	%	5	%
Derivative instruments	Consensus Pricing	Net market price	(20)	%	-	6%	(3)	%	(4)	%	—%	8	%	1	%
		Estimated pull through %	5	%	-	100%	94	%	6	%	—%	100	%	92	%




Municipal securities and asset-backed securities	Discounted cash flow	Discount rate	4	%	-	5%	5	%	—	%	—%	2	%	1	%
		Cumulative default	—	%	-	64%	7	%	—	%	—%	64	%	5	%
		Loss given default	5	%	-	80%	25	%	5	%	—%	80	%	23	%

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

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

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

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

Net market price and pull through percentages generally increase when market interest rates increase and decline when market interest rates decline. Higher net market price and pull through percentages generally result in higher fair values.

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Fair values of financial instruments

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


(dollar amounts in millions)	Amortized Cost		Lower of Cost or Market		Fair Value or Fair Value Option		Total Carrying Amount		Estimated Fair Value
September 30, 2022
Financial Assets
Cash and short-term assets	$	4,592	$	—	$	—	$	4,592	$	4,592
Trading account securities	—		—		32		32		32
Available-for-sale securities	—		—		23,306		23,306		23,306
Held-to-maturity securities	17,173		—		—		17,173		14,835
Other securities	768		—		50		818		818
Loans held for sale	—		135		758		893		900
Net loans and leases (1)	115,855		—		182		116,037		110,944
Derivative assets	—		—		419		419		419
Assets held in trust for deferred compensation plans	—		—		111		111		111
Financial Liabilities
Deposits	146,313		—		—		146,313		146,211
Short-term borrowings	426		—		—		426		426
Long-term debt	10,168		—		—		10,168		9,995
Derivative liabilities	—		—		1,203		1,203		1,203
December 31, 2021
Financial Assets
Cash and short-term assets	$	5,914	$	—	$	—	$	5,914	$	5,914
Trading account securities	—		—		46		46		46
Available-for-sale securities	—		—		28,460		28,460		28,460
Held-to-maturity securities	12,447		—		—		12,447		12,489
Other securities	576		—		72		648		648
Loans held for sale	—		406		1,270		1,676		1,621
Net loans and leases (1)	109,066		—		171		109,237		109,695
Derivative assets	—		—		600		600		600
Assets held in trust for deferred compensation plans	—		—		156		156		156
Financial Liabilities
Deposits	143,263		—		—		143,263		143,574
Short-term borrowings	334		—		—		334		334
Long-term debt	7,108		—		—		7,108		7,319
Derivative liabilities	—		—		119		119		119

(1)Includes collateral-dependent loans.

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The following table presents the level in the fair value hierarchy for the estimated fair values at September 30, 2022 and December 31, 2021:


	Estimated Fair Value Measurements at Reporting Date Using						Netting Adjustments (1)		Presented Balance
(dollar amounts in millions)	Level 1		Level 2		Level 3
September 30, 2022
Financial Assets
Trading account securities	$	—	$	32	$	—			$	32
Available-for-sale securities	5		19,878		3,423				23,306
Held-to-maturity securities	—		14,835		—				14,835
Other securities (2)	47		3		—				50
Loans held for sale	—		758		142				900
Net loans and leases	—		166		110,778				110,944
Derivative assets	—		2,521		2		$	(2,104)	419
Financial Liabilities
Deposits	—		142,710		3,501				146,211
Short-term borrowings	—		426		—				426
Long-term debt	—		6,631		3,364				9,995
Derivative liabilities	—		2,652		11		(1,460)		1,203
December 31, 2021
Financial Assets
Trading account securities	$	—	$	46	$	—			$	46
Available-for-sale securities	5		24,888		3,567				28,460
Held-to-maturity securities	—		12,489		—				12,489
Other securities (2)	65		7		—				72
Loans held for sale	—		1,270		351				1,621
Net loans and leases	—		152		109,543				109,695
Derivative assets	—		1,055		10		$	(465)	600
Financial Liabilities
Deposits	—		139,047		4,527				143,574
Short-term borrowings	—		334		—				334
Long-term debt	—		6,441		878				7,319
Derivative liabilities	—		737		6		(624)		119

(2)Excludes securities without readily determinable fair values.

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

Certain assets, the most significant being operating lease assets, bank owned life insurance, and premises and equipment, do not meet the definition of a financial instrument and are excluded from this disclosure. Similarly, mortgage servicing rights and relationship intangibles are not considered financial instruments and are not included above. Accordingly, this fair value information is not intended to, and does not, represent Huntington’s underlying value. Many of the assets and liabilities subject to the disclosure requirements are not actively traded, requiring fair values to be estimated by management. These estimations necessarily involve the use of judgment about a wide variety of factors, including but not limited to, relevancy of market prices of comparable instruments, expected future cash flows, and appropriate discount rates.

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14. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

The following table presents the fair values and notional values of all derivative instruments included in the Unaudited Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021. Amounts in the table below are presented gross without the impact of any net collateral arrangements.


	September 30, 2022						December 31, 2021
(dollar amounts in millions)	Notional Value		Asset		Liability		Notional Value		Asset		Liability
Derivatives designated as Hedging Instruments
Interest rate contracts	$	38,351	$	1,036	$	1,205	$	21,306	$	258	$	32
Foreign exchange contracts	206		—		13		210		1		—
Derivatives not designated as Hedging Instruments
Interest rate contracts	39,835		1,188		1,181		45,286		587		498
Foreign exchange contracts	4,483		98		64		3,524		29		31
Commodities contracts	1,045		201		198		1,077		178		177
Equity contracts	559		—		2		685		12		5
Total Contracts	$	84,479	$	2,523	$	2,663	$	72,088	$	1,065	$	743

The following table presents the amount of gain or loss recognized in income for derivatives not designated as hedging instruments under ASC Subtopic 815-10 in the Unaudited Condensed Consolidated Income Statement for the three-month and nine-month periods ended September 30, 2022 and 2021, respectively.


	Location of Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative
		Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions)		2022		2021		2022		2021
Interest rate contracts:
Customer	Capital markets fees	$	12	$	13	$	37	$	37
Mortgage banking	Mortgage banking income	—		5		(80)		(24)
Interest rate floors	Interest and fee income on loans and leases	—		(4)		—		(8)
Interest rate caps	Interest expense on long-term debt	—		—		—		89
Foreign exchange contracts	Capital markets fees	12		9		32		22
Commodities contracts	Capital markets fees	1		(1)		4		(1)

Equity contracts	Other noninterest expense	(1)		(2)		(4)		(6)
Total		$	24	$	20	$	(11)	$	109

Derivatives used in asset and liability management activities

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

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The following table presents the gross notional values of derivatives used in Huntington’s asset and liability management activities at September 30, 2022 and December 31, 2021, identified by the underlying interest rate-sensitive instruments.


	September 30, 2022
(dollar amounts in millions)	Fair Value Hedges		Cash Flow Hedges		Economic Hedges		Total
Instruments associated with:
Investment securities	$	10,297	$	—	$	—	$	10,297
Loans	—		22,325		271		22,596


Long-term debt	5,729		—		—		5,729

Total notional value at September 30, 2022	$	16,026	$	22,325	$	271	$	38,622

	December 31, 2021
(dollar amounts in millions)	Fair Value Hedges		Cash Flow Hedges		Economic Hedges		Total
Instruments associated with:
Investment securities	$	8,228	$	—	$	—	$	8,228
Loans	—		11,150		271		11,421


Long-term debt	1,928		—		—		1,928
Total notional value at December 31, 2021	$	10,156	$	11,150	$	271	$	21,577

These derivative financial instruments were entered into for the purpose of managing the interest rate risk of assets and liabilities. Net amounts receivable or payable on contracts hedging either interest earning assets or interest bearing liabilities were accrued as an adjustment to either interest income or interest expense. Adjustments to interest income were also recorded for the amounts related to the amortization of premiums for collars, floors, and forward-starting floors that were excluded from the hedge effectiveness, changes in the fair value of economic hedges, as well as the amounts related to terminated hedges reclassified from AOCI. The net amounts resulted in an increase to net interest income of $21 million and $61 million for the three-month periods ended September 30, 2022, and 2021, respectively. For the nine-month periods ended September 30, 2022, and 2021, the net amounts resulted in an increase to net interest income of $108 million and $291 million, respectively.

Fair Value Hedges

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

Huntington has designated $9.4 billion of interest rate swaps as fair value hedges of fixed-rate investment securities using the portfolio layer method. This approach allows the Company to designate as the hedged item a stated amount of the assets that are not expected to be affected by prepayments, defaults and other factors affecting the timing and amount of cash flows. The fair value portfolio level basis adjustment on our hedged mortgage-backed securities portfolio has not been attributed to the individual available-for-sale securities in our Unaudited Condensed Consolidated Statements of Financial Condition. Huntington has also designated $869 million of interest rate swaps as fair value hedges of fixed-rate corporate bonds.

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The following table presents the change in fair value for derivatives designated as fair value hedges as well as the offsetting change in fair value on the hedged item for the three-month and nine-month periods ended September 30, 2022 and 2021.


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021		2022		2021
Interest rate contracts
Change in fair value of interest rate swaps hedging investment securities (1)	$	340	$	2	$	926	$	39
Change in fair value of hedged investment securities (1)	(324)		—		(914)		(40)


Change in fair value of interest rate swaps hedging long-term debt (2)	(178)		(22)		(314)		(95)
Change in fair value of hedged long term debt (2)	178		22		315		96

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

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

As of September 30, 2022, and December 31, 2021, the following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges.


	Amortized Cost				Cumulative Amount of Fair Value Hedging Adjustment To Hedged Items
(dollar amounts in millions)	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Assets
Investment securities (1)	$	18,026	$	17,150	$	(1,032)	$	(117)

Liabilities
Long-term debt (2)	4,095		1,981		(271)		45

(1)Amounts include the amortized cost basis of closed portfolios used to designate hedging relationships under the portfolio layer method. The hedged item is a layer of the closed portfolio which is expected to be remaining at the end of the hedging relationship. As of September 30, 2022, the amortized cost basis of the closed portfolios used in these hedging relationships was $17.2 billion, the cumulative basis adjustments associated with these hedging relationships was $892 million, and the amounts of the designated hedging instruments were $9.4 billion.

(2)Excluded from the above table are the cumulative amount of fair value hedge adjustments remaining for long-term debt for which hedge accounting has been discontinued in the amounts of $(69) million at September 30, 2022 and $17 million at December 31, 2021.

Cash Flow Hedges

At September 30, 2022, Huntington has $22.3 billion of interest rate swaps and collars. These are designated as cash flow hedges for variable rate commercial loans. The change in the fair value of a derivative instrument designated as a cash flow hedge is initially recognized in OCI and is reclassified into income when the hedged item impacts earnings. The initial premium paid for the interest rate collar contracts represents the time value of the contracts and is not included in the measurement of hedge effectiveness. Any change in fair value related to time value is recognized in OCI. The initial premium paid is amortized on a straight line basis as a reduction to interest income over the contractual life of these contracts.

Gains and (losses) on interest rate floors, floor spreads, and swaps recognized in other comprehensive income (loss) after-tax were $(456) million and $(29) million for the three-month periods ended September 30, 2022 and 2021, respectively. For the nine-month periods ended September 30, 2022 and 2021, gains and (losses) on interest rate floors and swaps recognized in other comprehensive income were $(782) million and $(131) million, respectively.

Derivatives used in mortgage banking activities

Mortgage loan origination hedging activity

Huntington’s mortgage origination hedging activity is related to economically hedging Huntington’s mortgage pricing commitments to customers and the secondary sale to third parties. The value of a newly originated mortgage is not firm until the interest rate is committed or locked. Forward commitments to sell economically hedge the possible loss on interest rate lock commitments due to interest rate change. The net asset position of these derivatives at September 30, 2022 and December 31, 2021 were $41 million and $15 million, respectively. At September 30, 2022 and December 31, 2021, Huntington had commitments to sell residential real estate loans of $1.2 billion and $2.1 billion, respectively. These contracts mature in less than one year.

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MSR hedging activity

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

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



(dollar amounts in millions)	September 30, 2022		December 31, 2021
Notional value	$	1,095	$	1,330
Trading assets	4		19
Trading liabilities	(80)		—


	Three Months Ended September 30, 2022				Nine Months Ended September 30, 2022
(dollar amounts in millions)	2022		2021		2022		2021
Trading gains (losses)	$	(25)	$	(4)	$	(105)	$	(28)

Derivatives used in customer related activities

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

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

The net fair values of these derivative financial instruments, for which the gross amounts are included in other assets or other liabilities at both September 30, 2022 and December 31, 2021, were $76 million and $51 million, respectively. The total notional values of derivative financial instruments used by Huntington on behalf of customers, including offsetting derivatives, were $42.1 billion and $45.1 billion at September 30, 2022 and December 31, 2021, respectively. Huntington’s credit risk from customer derivatives was $146 million and $551 million at the same dates, respectively.

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

Huntington records derivatives at fair value as further described in Note 13 “Fair Values of Assets and Liabilities”.

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

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

In addition to the customer derivative credit exposure, aggregate credit risk associated with broker-dealer and bank derivative transactions was net excess collateral of $280 million and net credit risk of $44 million at September 30, 2022 and December 31, 2021, respectively. The net credit risk associated with derivatives is calculated after considering master netting agreements and is reduced by collateral that has been pledged by the counterparty.

At September 30, 2022, Huntington pledged $298 million of investment securities and cash collateral to counterparties, while other counterparties pledged $861 million of investment securities and cash collateral to Huntington to satisfy collateral netting agreements. In the event of credit downgrades, Huntington would not be required to provide additional collateral.

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Unaudited Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 2021.


Offsetting of Financial Assets and Derivative Assets
			Gross amounts offset in the unaudited condensed consolidated balance sheets		Net amounts of assets presented in the unaudited condensed consolidated balance sheets		Gross amounts not offset in the unaudited condensed consolidated balance sheets
(dollar amounts in millions)	Gross amounts of recognized assets						Financial instruments		Cash collateral received		Net amount
September 30, 2022	$	2,523	$	(2,104)	$	419	$	(6)	$	(121)	$	292
December 31, 2021	1,065		(465)		600		(65)		(31)		504


Offsetting of Financial Liabilities and Derivative Liabilities
			Gross amounts offset in the unaudited condensed consolidated balance sheets		Net amounts of liabilities presented in the unaudited condensed consolidated balance sheets		Gross amounts not offset in the unaudited condensed consolidated balance sheets
(dollar amounts in millions)	Gross amounts of recognized liabilities						Financial instruments		Cash collateral delivered		Net amount
September 30, 2022	$	2,663	$	(1,460)	$	1,203	$	(79)	$	(148)	$	976
December 31, 2021	743		(624)		119		(3)		(116)		—

15. VIEs

Unconsolidated VIEs

The following tables provide a summary of the assets and liabilities included in Huntington’s Unaudited Condensed Consolidated Financial Statements, as well as the maximum exposure to losses, associated with its interests related to unconsolidated VIEs for which Huntington holds an interest in, but is not the primary beneficiary, of the VIE at September 30, 2022, and December 31, 2021:


	September 30, 2022
(dollar amounts in millions)	Total Assets		Total Liabilities		Maximum Exposure to Loss
Affordable Housing Tax Credit Partnerships	$	1,910	$	1,169	$	1,910
Trust Preferred Securities	8		179		—
Other Investments	522		148		522
Total	$	2,440	$	1,496	$	2,432

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	December 31, 2021
(dollar amounts in millions)	Total Assets		Total Liabilities		Maximum Exposure to Loss
Affordable Housing Tax Credit Partnerships	$	1,652	$	949	$	1,652
Trust Preferred Securities	14		248		—
Other Investments	484		146		484
Total	$	2,150	$	1,343	$	2,136

Trust-Preferred Securities

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

A list of trust preferred securities outstanding at September 30, 2022 follows:


(dollar amounts in millions)	Rate		Principal amount of subordinated note/ debenture issued to trust (1)		Investment in unconsolidated subsidiary

Huntington Capital II	4.38	(2)	$	32	$	3
Sky Financial Capital Trust III	5.15	(3)	72		2
Sky Financial Capital Trust IV	5.15	(3)	75		3





Total			$	179	$	8

(1)Represents the principal amount of debentures issued to each trust, including unamortized original issue discount.

(2)Variable effective rate at September 30, 2022, based on three-month LIBOR +0.625%.

(3)Variable effective rate at September 30, 2022, based on three-month LIBOR +1.40%.

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

Affordable Housing Tax Credit Partnerships

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

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

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The following table presents the balances of Huntington’s affordable housing tax credit investments and related unfunded commitments at September 30, 2022 and December 31, 2021.


(dollar amounts in millions)	September 30, 2022		December 31, 2021
Affordable housing tax credit investments	$	2,743	$	2,376
Less: amortization	(833)		(724)
Net affordable housing tax credit investments	$	1,910	$	1,652
Unfunded commitments	$	1,169	$	949

The following table presents other information relating to Huntington’s affordable housing tax credit investments for the three-month and nine-month periods ended September 30, 2022 and 2021.


	Three Months Ended September 30,				Nine Months Ended September 30,
(dollar amounts in millions)	2022		2021		2022		2021
Tax credits and other tax benefits recognized	$	52	$	36	$	159	$	113

Proportional amortization expense included in provision for income taxes	45		34		131		92

There were no sales of affordable housing tax credit investments during the three-month and nine-month periods ended September 30, 2022 and 2021. There was no impairment recognized for the three-month and nine-month periods ended September 30, 2022 and 2021.

Other investments

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

16. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments to extend credit

In the ordinary course of business, Huntington makes various commitments to extend credit that are not reflected in the Unaudited Condensed Consolidated Financial Statements. The contract amounts of these financial agreements at September 30, 2022 and December 31, 2021, were as follows:


(dollar amounts in millions)	September 30, 2022		December 31, 2021
Contract amount representing credit risk
Commitments to extend credit:
Commercial	$	30,478	$	27,933
Consumer	19,283		18,513
Commercial real estate	3,491		3,042
Standby letters of credit and guarantees on industrial revenue bonds	733		694
Commercial letters of credit	14		36

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

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Standby letters-of-credit and guarantees on industrial revenue bonds are conditional commitments issued to guarantee the performance of a customer to a third-party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Most of these arrangements mature within two years. Since the conditions under which Huntington is required to fund these commitments may not materialize, the cash requirements are expected to be less than the total outstanding commitments. The carrying amount of deferred revenue associated with these guarantees was $20 million and $7 million at September 30, 2022 and December 31, 2021, respectively.

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

Litigation and Regulatory Matters

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

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

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

For certain matters, Huntington is able to estimate a range of possible loss. In cases in which Huntington possesses information to estimate a range of possible loss, that estimate is aggregated and disclosed below. There may be other matters for which a loss is probable or reasonably possible but such an estimate of the range of possible loss may not be possible. For those matters where an estimate of the range of possible loss is possible, management currently estimates the aggregate range of reasonably possible loss is $0 to $15 million at September 30, 2022 in excess of the accrued liability (if any) related to those matters. This estimated range of possible loss is based upon currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate. The estimated range of possible loss does not represent Huntington’s maximum loss exposure.

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

17. SEGMENT REPORTING

Huntington’s business segments are based on our internally-aligned segment leadership structure, which is how management monitors results and assesses performance. The Company has four major business segments: Commercial Banking, Consumer and Business Banking, Vehicle Finance, and Regional Banking and The Huntington Private Client Group (RBHPCG). The Treasury / Other function includes technology and operations, other unallocated assets, liabilities, revenue, and expense. For a description of our business segments, see Note 25 - Segment Reporting to the Consolidated Financial Statements appearing in Huntington’s 2021 Annual Report on Form 10-K.

Listed in the following tables is certain operating basis financial information reconciled to Huntington’s September 30, 2022, December 31, 2021, and September 30, 2021, reported results by business segment.

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	Three Months Ended September 30,
Income Statements	Commercial Banking		Consumer & Business Banking		Vehicle Finance		RBHPCG		Treasury / Other		Huntington Consolidated
(dollar amounts in millions)
2022
Net interest income	$	495	$	708	$	120	$	63	$	18	$	1,404
Provision (benefit) for credit losses	84		64		(43)		1		—		106
Noninterest income	181		243		4		57		13		498
Noninterest expense	271		605		41		79		57		1,053
Provision (benefit) for income taxes	66		60		27		8		(15)		146
Income attributable to non-controlling interest	3		—		—		—		—		3
Net income (loss) attributable to Huntington Bancshares Inc	$	252	$	222	$	99	$	32	$	(11)	$	594
2021
Net interest income	$	416	$	483	$	123	$	42	$	96	$	1,160
Provision (benefit) for credit losses	(34)		(7)		(25)		4		—		(62)
Noninterest income	150		302		4		58		21		535
Noninterest expense	247		637		48		84		273		1,289
Provision (benefit) for income taxes	73		33		22		3		(41)		90
Income attributable to non-controlling interest	1		—		—		—		—		1
Net income (loss) attributable to Huntington Bancshares Inc	$	279	$	122	$	82	$	9	$	(115)	$	377



	Nine Months Ended September 30,
Income Statements	Commercial Banking		Consumer & Business Banking		Vehicle Finance		RBHPCG		Treasury / Other		Huntington Consolidated
(dollar amounts in millions)
2022
Net interest income	$	1,339	$	1,701	$	357	$	167	$	247	$	3,811
Provision for credit losses	9		138		36		15		—		198
Noninterest income	473		785		10		181		33		1,482
Noninterest expense	767		1,807		127		241		182		3,124
Provision (benefit) for income taxes	217		114		43		19		(22)		371
Income attributable to non-controlling interest	7		—		—		—		—		7
Net income attributable to Huntington Bancshares Inc	$	812	$	427	$	161	$	73	$	120	$	1,593
2021
Net interest income	$	873	$	1,187	$	340	$	113	$	457	$	2,970
Provision (benefit) for credit losses	107		57		(77)		2		—		89
Noninterest income	353		780		9		165		67		1,374
Noninterest expense	553		1,617		119		217		648		3,154
Provision (benefit) for income taxes	119		62		64		12		(51)		206
Income attributable to non-controlling interest	1		—		—		—		—		1
Net income (loss) attributable to Huntington Bancshares Inc	$	446	$	231	$	243	$	47	$	(73)	$	894

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	Assets at				Deposits at
(dollar amounts in millions)	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Commercial Banking	$	62,924	$	57,071	$	37,194	$	31,845
Consumer & Business Banking	38,424		39,929		93,854		95,352
Vehicle Finance	21,461		20,752		1,173		1,401
RBHPCG	9,876		8,325		8,982		10,162
Treasury / Other	46,717		47,987		5,110		4,503
Total	$	179,402	$	174,064	$	146,313	$	143,263

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Item 3: Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures for the current period can be found in the Market Risk section of this report, which includes changes in market risk exposures from disclosures presented in Huntington’s 2021 Annual Report on Form 10-K.

Item 4: Controls and Procedures

Disclosure Controls and Procedures

Huntington maintains disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Huntington’s management, with the participation of its Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of Huntington’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based upon such evaluation, Huntington’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2022, Huntington’s disclosure controls and procedures were effective.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2022, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

In accordance with the instructions to Part II, the other specified items in this part have been omitted because they are not applicable, or the information has been previously reported.

Item 1: Legal Proceedings

Information required by this item is set forth in Note 16 “Commitments and Contingent Liabilities” of the Notes to Unaudited Condensed Consolidated Financial Statements under the caption “Litigation and Regulatory Matters” and is incorporated into this Item by reference.

Item 1A: Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our 2021 Annual Report on Form 10-K, which could materially affect our business, financial condition, or results of operations. In the first quarter of 2022, we identified the following additional risk factor:

Liquidity Risks:

Instability in global economic conditions and geopolitical matters, as well as volatility in financial markets, could have a material adverse effect on the Company’s results of operations and financial condition. The macroeconomic environment in the United States is susceptible to global events and volatility in financial markets. For example, trade negotiations between the U.S. and other nations remain uncertain and could adversely impact economic and market conditions for the Company and its clients and counterparties. In addition, global demand for products may exceed supply during the economic recovery from the COVID-19 pandemic, and such shortages may cause inflation, adversely impact consumer and business confidence, and adversely affect the economy as well as the Company’s financial condition and results.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) and (b)

Not Applicable

(c)

Not Applicable

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Item 6. Exhibits

Exhibit Index

This report incorporates by reference the documents listed below that we have previously filed with the SEC. The SEC allows us to incorporate by reference information in this document. The information incorporated by reference is considered to be a part of this document, except for any information that is superseded by information that is included directly in this document.

The SEC maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the site is http://www.sec.gov. The reports and other information filed by us with the SEC are also available free of charge at our internet web site. The address of the site is http://www.huntington.com. Except as specifically incorporated by reference into this Quarterly Report on Form 10-Q, information on those web sites is not part of this report. You also should be able to inspect reports, proxy statements, and other information about us at the offices of the Nasdaq National Market at 33 Whitehall Street, New York, New York 10004.


Exhibit Number	Document Description	Report or Registration Statement	SEC File or Registration Number	Exhibit Reference
3.1	Articles Supplementary of Huntington Bancshares Incorporated, as of January 18, 2019.	Current Report on Form 8-K dated January 16, 2019.	001-34073	3.1
3.2	Articles of Restatement of Huntington Bancshares Incorporated, as of January 18, 2019.	Current Report on Form 8-K dated January 16, 2019.	001-34073	3.2
3.3	Articles Supplementary of Huntington Bancshares Incorporated, as of May 28, 2020.	Current Report on Form 8-K dated May 28, 2020.	001-34073	3.1
3.4	Articles Supplementary of Huntington Bancshares Incorporated, as of August 5, 2020.	Current Report on Form 8-K dated August 10, 2020.	001-34073	3.1
3.5	Bylaws of Huntington Bancshares Incorporated, as amended and restated on January 16, 2019.	Current Report on Form 8-K dated January 16, 2019.	001-34073	3.3
3.6	Articles Supplementary of Huntington Bancshares Incorporated, as of February 5, 2021	Current Report on Form 8-K dated February 5, 2021.	001-34073	3.1
3.7	Articles Supplementary of Huntington Bancshares Incorporated, as of June 8, 2021	Current Report on Form 8-K dated June 8, 2021	001-34073	3.1
3.8	Articles of Amendment of Huntington Bancshares Incorporated to Articles of Restatement of Huntington Bancshares Incorporated, as of June 8, 2021	Current Report on Form 8-K dated June 8, 2021	001-34073	3.2
4.1(P)	Instruments defining the Rights of Security Holders—reference is made to Articles Fifth, Eighth, and Tenth of Articles of Restatement of Charter, as amended and supplemented. Instruments defining the rights of holders of long-term debt will be furnished to the Securities and Exchange Commission upon request.
31.1	*Rule 13a-14(a) Certification – Chief Executive Officer.
31.2	*Rule 13a-14(a) Certification – Chief Financial Officer.
32.1	**Section 1350 Certification – Chief Executive Officer.
32.2	**Section 1350 Certification – Chief Financial Officer.
101.INS	***The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH	*Inline XBRL Taxonomy Extension Schema Document
101.CAL	*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	*Cover Page Interactive Data File (formatted as Inline XBRL and contained within Exhibit 101 attachments)



*			Filed herewith
**			Furnished herewith
***			The following material from Huntington’s Form 10-Q Report for the quarterly period ended September 30, 2022 formatted in Inline XBRL: (1) Unaudited Condensed Consolidated Balance Sheets, (2) Unaudited Condensed Consolidated Statements of Income, (3) Unaudited Condensed Consolidated Statements of Comprehensive Income (4) Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity, (5) Unaudited Condensed Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HUNTINGTON BANCSHARES INCORPORATED

(Registrant)



Date:	October 28, 2022	/s/ Stephen D. Steinour
		Stephen D. Steinour
		Chairman, President, and Chief Executive Officer (Principal Executive Officer)

Date:	October 28, 2022	/s/ Zachary Wasserman
		Zachary Wasserman
		Chief Financial Officer (Principal Financial Officer)

2022 3Q Form 10-Q 91

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Huntington Bancshares (HBAN) 10-Q2022 Q3 Quarterly report

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