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Published: 2023-11-07 00:00:00 ET
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fitb-20230930
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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, 2023
Commission File Number 001-33653

logo (1).jpg
(Exact name of Registrant as specified in its charter)
Ohio
31-0854434
(State or other jurisdiction(I.R.S. Employer
of incorporation or organization) Identification Number)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of principal executive offices)
Registrant’s telephone number, including area code: (800) 972-3030
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 (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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). 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 Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)		 Name of each exchange
on which registered:
Common Stock, Without Par Value FITB The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of   
6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series IFITBIThe NASDAQ Stock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of   
6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series AFITBPThe NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of   
4.95% Non-Cumulative Perpetual Preferred Stock, Series KFITBOThe NASDAQ Stock Market LLC
There were 681,016,616 shares of the Registrant’s common stock, without par value, outstanding as of October 31, 2023.

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FINANCIAL CONTENTS
Part I. Financial Information
Part II. Other Information

FORWARD-LOOKING STATEMENTS
This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. All statements other than statements of historical fact are forward-looking statements. These statements relate to our financial condition, results of operations, plans, objectives, future performance, capital actions or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “potential,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K, as updated by our Quarterly Reports on Form 10-Q. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) effects of the global COVID-19 pandemic; (2) deteriorating credit quality; (3) loan concentration by location or industry of borrowers or collateral; (4) problems encountered by other financial institutions; (5) inadequate sources of funding or liquidity; (6) unfavorable actions of rating agencies; (7) inability to maintain or grow deposits; (8) limitations on the ability to receive dividends from subsidiaries; (9) cyber-security risks; (10) Fifth Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (11) failures by third-party service providers; (12) inability to manage strategic initiatives and/or organizational changes; (13) inability to implement technology system enhancements; (14) failure of internal controls and other risk management systems; (15) losses related to fraud, theft, misappropriation or violence; (16) inability to attract and retain skilled personnel; (17) adverse impacts of government regulation; (18) governmental or regulatory changes or other actions; (19) failures to meet applicable capital requirements; (20) regulatory objections to Fifth Third’s capital plan; (21) regulation of Fifth Third’s derivatives activities; (22) deposit insurance premiums; (23) assessments for the orderly liquidation fund; (24) replacement of LIBOR; (25) weakness in the national or local economies; (26) global political and economic uncertainty or negative actions; (27) changes in interest rates and the effects of inflation; (28) changes and trends in capital markets; (29) fluctuation of Fifth Third’s stock price; (30) volatility in mortgage banking revenue; (31) litigation, investigations, and enforcement proceedings by governmental authorities; (32) breaches of contractual covenants, representations and warranties; (33) competition and changes in the financial services industry; (34) changing retail distribution strategies, customer preferences and behavior; (35) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (36) potential dilution from future acquisitions; (37) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (38) results of investments or acquired entities; (39) changes in accounting standards or interpretation or declines in the value of Fifth Third’s goodwill or other intangible assets; (40) inaccuracies or other failures from the use of models; (41) effects of critical accounting policies and judgments or the use of inaccurate estimates; (42) weather-related events, other natural disasters, or health emergencies (including pandemics); (43) the impact of reputational risk created by these or other developments on such matters as business generation and retention, funding and liquidity; (44) changes in law or requirements imposed by Fifth Third’s regulators impacting our capital actions, including dividend payments and stock repurchases; and (45) Fifth Third’s ability to meet its environmental and/or social targets, goals and commitments. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law, and we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The information contained herein is intended to be reviewed in its totality, and any stipulations, conditions or provisos that apply to a given piece of information in one part of this report should be read as applying mutatis mutandis to every other instance of such information appearing herein.
1
Table of Contents




PART I. FINANCIAL INFORMATION
Glossary of Abbreviations and Acronyms
Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements.
ACL: Allowance for Credit Losses
FTS: Fifth Third Securities, Inc.
AFS: Available-For-Sale
GDP: Gross Domestic Product
ALCO: Asset Liability Management Committee
GNMA: Government National Mortgage Association
ALLL: Allowance for Loan and Lease Losses
GSE: United States Government Sponsored Enterprise
AOCI: Accumulated Other Comprehensive Income (Loss)
HTM: Held-To-Maturity
APR: Annual Percentage Rate
IPO: Initial Public Offering
ARM: Adjustable Rate Mortgage
IRC: Internal Revenue Code
ASC: Accounting Standards Codification
IRLC: Interest Rate Lock Commitment
ASU: Accounting Standards Update
ISDA: International Swaps and Derivatives Association, Inc.
ATM: Automated Teller Machine
LIBOR: London Interbank Offered Rate
BHC: Bank Holding Company
LIHTC: Low-Income Housing Tax Credit
BOLI: Bank Owned Life Insurance
LLC: Limited Liability Company
bps: Basis Points
LTV: Loan-to-Value Ratio
CD: Certificate of Deposit
MD&A: Management’s Discussion and Analysis of Financial
CDC: Fifth Third Community Development Corporation and Fifth Third
Condition and Results of Operations
Community Development Company, LLC
MSR: Mortgage Servicing Right
CECL: Current Expected Credit Loss
N/A: Not Applicable
CET1: Common Equity Tier 1
NII: Net Interest Income
CFPB: United States Consumer Financial Protection Bureau
NM: Not Meaningful
CME: Chicago Mercantile Exchange
OAS: Option-Adjusted Spread
C&I: Commercial and Industrial
OCC: Office of the Comptroller of the Currency
DCF: Discounted Cash Flow
OCI: Other Comprehensive Income (Loss)
DTCC: Depository Trust & Clearing Corporation
OREO: Other Real Estate Owned
DTI: Debt-to-Income Ratio
PPP: Paycheck Protection Program
ERM: Enterprise Risk Management
ROU: Right-of-Use
ERMC: Enterprise Risk Management Committee
SBA: Small Business Administration
EVE: Economic Value of Equity
SEC: United States Securities and Exchange Commission
FASB: Financial Accounting Standards Board
SOFR: Secured Overnight Financing Rate
FDIC: Federal Deposit Insurance Corporation
TBA: To Be Announced
FHA: Federal Housing Administration
TDR: Troubled Debt Restructuring
FHLB: Federal Home Loan Bank
TILA: Truth in Lending Act
FHLMC: Federal Home Loan Mortgage Corporation
U.S.: United States of America
FICO: Fair Isaac Corporation (credit rating)
U.S. GAAP: United States Generally Accepted Accounting
FINRA: Financial Industry Regulatory Authority
Principles
FNMA: Federal National Mortgage Association
VA: United States Department of Veterans Affairs
FOMC: Federal Open Market Committee
VIE: Variable Interest Entity
FRB: Federal Reserve Bank
VRDN: Variable Rate Demand Note
FTE: Fully Taxable Equivalent
FTP: Funds Transfer Pricing


2

Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2)
The following is Management’s Discussion and Analysis of Financial Condition and Results of Operations of certain significant factors that have affected Fifth Third Bancorp’s (the “Bancorp” or “Fifth Third”) financial condition and results of operations during the periods included in the Condensed Consolidated Financial Statements, which are a part of this filing. Reference to the Bancorp incorporates the parent holding company and all consolidated subsidiaries. The Bancorp’s banking subsidiary is referred to as the Bank.

OVERVIEW
Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. At September 30, 2023, the Bancorp had $213 billion in assets and operated 1,073 full-service banking centers and 2,101 Fifth Third branded ATMs in eleven states throughout the Midwestern and Southeastern regions of the U.S. The Bancorp reports on three business segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management.

This overview of MD&A highlights selected information in the financial results of the Bancorp and may not contain all of the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting policies and estimates, you should carefully read this entire document as well as the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022. Each of these items could have an impact on the Bancorp’s financial condition, results of operations and cash flows. In addition, refer to the Glossary of Abbreviations and Acronyms in this report for a list of terms included as a tool for the reader of this Quarterly Report on Form 10-Q. The abbreviations and acronyms identified therein are used throughout this MD&A, as well as the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements.

Net interest income, net interest margin, net interest rate spread and the efficiency ratio are presented in MD&A on an FTE basis. The FTE basis adjusts for the tax-favored status of income from certain loans and leases and securities held by the Bancorp that are not taxable for federal income tax purposes. The Bancorp believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison between taxable and non-taxable amounts. The FTE basis for presenting net interest income is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

The Bancorp’s revenues are dependent on both net interest income and noninterest income. For both the three and nine months ended September 30, 2023, net interest income on an FTE basis and noninterest income provided 67% and 33% of total revenue. The Bancorp derives the majority of its revenues within the U.S. from customers domiciled in the U.S. Revenue from foreign countries and external customers domiciled in foreign countries was immaterial to the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2023. Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that drive the performance of the Bancorp. As discussed later in the Risk Management section of MD&A, risk identification, measurement, monitoring, control and reporting are important to the management of risk and to the financial performance and capital strength of the Bancorp.

Net interest income is the difference between interest income earned on assets such as loans, leases and securities, and interest expense incurred on liabilities such as deposits, other short-term borrowings and long-term debt. Net interest income is affected by the general level of interest rates, the relative level of short-term and long-term interest rates, changes in interest rates and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. Generally, the rates of interest the Bancorp earns on its assets and pays on its liabilities are established for a period of time. The change in market interest rates over time exposes the Bancorp to interest rate risk through potential adverse changes to net interest income and financial position. The Bancorp manages this risk by continually analyzing and adjusting the composition of its assets and liabilities based on their payment streams and interest rates, the timing of their maturities and their sensitivity to changes in market interest rates. Additionally, in the ordinary course of business, the Bancorp enters into certain derivative transactions as part of its overall strategy to manage its interest rate and prepayment risks. The Bancorp is also exposed to the risk of loss on its loan and lease portfolio as a result of changing expected cash flows caused by borrower credit events, such as loan defaults and inadequate collateral.

Noninterest income is derived from commercial banking revenue, wealth and asset management revenue, service charges on deposits, card and processing revenue, mortgage banking net revenue, leasing business revenue, other noninterest income and net securities gains or losses. Noninterest expense includes compensation and benefits, technology and communications, net occupancy expense, equipment expense, marketing expense, leasing business expense, card and processing expense and other noninterest expense.

Current Economic Conditions
Economic growth accelerated in the third quarter of 2023. Inflation has remained persistent and continues to be above the FRB’s target, which may lead to interest rates remaining elevated for a sustained period of time. In response to inflationary pressures, FRB officials have raised benchmark interest rates several times since March 2022 and have signaled that they will continue to monitor the cumulative economic effects of their policy actions, including tighter credit conditions for households and businesses, when determining future monetary actions. Amidst the rapid pace of interest rate increases, several financial markets have experienced heightened volatility. In addition, the rise in longer-term rates during the third quarter of 2023 has the potential to adversely impact asset prices and economic activity.

Changes in interest rates can affect numerous aspects of the Bancorp’s business and may impact the Bancorp’s future performance. If financial markets remain volatile, this may impact the future performance of various segments of the Bancorp’s business, in addition to the
3

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
value of the Bancorp’s investment securities portfolio. The Bancorp continues to closely monitor the pace of inflation and the impacts of inflation on the broader market.

The bank failures that have occurred since March 2023 generated significant market volatility and increased regulatory and market focus on the liquidity, asset-liability management and unrealized securities losses of banks. In May 2023, the FDIC proposed a special deposit insurance assessment on banking organizations with greater than $5 billion in assets to recover the costs associated with protecting uninsured depositors following these closures. As proposed, the special assessment would be collected by the FDIC over an anticipated total of eight quarterly assessments beginning with the first quarter of 2024. The comment period for the proposed rule has ended and the final rule is expected to be issued later in 2023. While the ultimate impact of the special assessment will be dependent on the final rule, the Bancorp has estimated that its special assessment under the provisions of the proposed rule would be approximately $208 million, which is expected to be recognized in earnings upon issuance of the final rule. The Bancorp continues to monitor regulatory changes related to these developments.

For more information on current economic conditions, refer to the Credit Risk Management subsection of the Risk Management section of MD&A. Additionally, refer to the Interest Rate and Price Risk Management and Liquidity Risk Management subsections of the Risk Management section of MD&A for additional information about the Bancorp’s interest rate risk management and liquidity risk management activities.

Proposed Updates to Regulatory Requirements for Capital and Long-Term Debt
On July 27, 2023, the U.S. banking agencies released a notice of proposed rulemaking to revise the Basel III Capital Rules, which would replace its existing risk-based capital framework for large banks with a new framework that implements international capital standards. The proposed rulemaking would increase capital requirements applicable to banking organizations with total assets of $100 billion or more, including Fifth Third, and would align the calculation of regulatory capital and the calculation of risk-weighted assets across large banking organizations. As proposed, the rules would be effective for the Bancorp on July 1, 2025 and phased in over a three-year transition period. The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

On August 29, 2023, the U.S. banking agencies issued a notice of proposed rulemaking to require that certain banking organizations with $100 billion or more in consolidated assets, including Fifth Third, comply with certain long-term debt requirements at the holding company and insured depository institution levels. These proposed requirements are intended to absorb losses in the event of the failure of a banking organization. As proposed, the rules would be phased in over a three-year period after their effective date. The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

LIBOR Transition
In July 2017, the Chief Executive of the United Kingdom Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA would stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021.

In the United States, SOFR was identified as the preferred alternative rate. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. As a secured borrowing rate, SOFR may not exhibit similar behavior in response to market and economic volatility as LIBOR, which was an unsecured rate.

As of September 30, 2023, substantially all contracts have transitioned to alternative reference rates. Refer to Note 16 and Note 17 of the Notes to Condensed Consolidated Financial Statements for additional information about certain exposures which were transitioned to an alternative reference rate.

For more information of the various risks the Bancorp faces in connection with the replacement of LIBOR on its operations, refer to “Risk Factors—Market Risks—The replacement of LIBOR could adversely affect Fifth Third’s revenue or expenses and the value of those assets or obligations.” in Item 1A. Risk Factors of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.

Senior Notes Offering
On July 27, 2023, the Bancorp issued and sold $1.25 billion of fixed-rate/floating-rate senior notes which will mature on July 27, 2029. The senior notes bear interest at a rate of 6.339% per annum to, but excluding, July 27, 2028. From, and including, July 27, 2028 until, but excluding, July 27, 2029, the senior notes will bear interest at a rate of compounded SOFR plus 2.340%. The senior notes are redeemable in whole at par plus accrued and unpaid interest one year prior to their maturity date, or may be wholly or partially redeemed on or after 30 days prior to maturity. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to July 27, 2028, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, or (b) the discounted present value of the remaining scheduled payments of principal and interest that would be due if the senior notes being redeemed matured on July 27, 2028.

4

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Automobile Loan Securitization
In a securitization transaction that occurred in August of 2023, the Bancorp transferred $1.74 billion in aggregate automobile loans to a bankruptcy remote trust which subsequently issued approximately $1.58 billion of asset-backed notes, of which approximately $79 million were retained by the Bancorp, resulting in approximately $1.5 billion of outstanding notes included in long-term debt in the Condensed Consolidated Balance Sheets. As discussed in Note 12, the bankruptcy remote trust was deemed to be a VIE and the Bancorp, as the primary beneficiary, consolidated the VIE. The third-party holders of the asset-backed notes do not have recourse to the general assets of the Bancorp.

Accelerated Share Repurchase Transaction
During the first quarter of 2023, the Bancorp entered into and settled an accelerated share repurchase transaction. As part of the transaction, the Bancorp entered into a forward contract in which the final number of shares delivered at settlement was based generally on a discount to the average daily volume weighted-average price of the Bancorp’s common stock during the term of the repurchase agreement. Refer to Note 17 of the Notes to Condensed Consolidated Financial Statements for additional information on share repurchase activity.

Key Performance Indicators
The Bancorp, as a banking institution, utilizes various key indicators of financial condition and operating results in managing and monitoring the performance of the business. In addition to traditional financial metrics, such as revenue and expense trends, the Bancorp monitors other financial measures that assist in evaluating growth trends, capital strength and operational efficiencies. The Bancorp analyzes these key performance indicators against its past performance, its forecasted performance and with the performance of its peer banking institutions. These indicators may change from time to time as the operating environment and businesses change.

The following are some of the key indicators used by management to assess the Bancorp’s business performance, including those which are considered in the Bancorp’s compensation programs:

•CET1 Capital Ratio: CET1 capital divided by risk-weighted assets as defined by the Basel III standardized approach to risk-weighting of assets
•Return on Average Tangible Common Equity (non-GAAP): Tangible net income available to common shareholders divided by average tangible common equity
•Return on Average Common Equity, Excluding AOCI (non-GAAP): Net income available to common shareholders divided by total equity, excluding AOCI and preferred stock
•Net Interest Margin (non-GAAP): Net interest income on an FTE basis divided by average interest-earning assets
•Efficiency Ratio (non-GAAP): Noninterest expense divided by the sum of net interest income on an FTE basis and noninterest income
•Earnings Per Share, Diluted: Net income allocated to common shareholders divided by average common shares outstanding after the effect of dilutive stock-based awards
•Nonperforming Portfolio Assets Ratio: Nonperforming portfolio assets divided by portfolio loans and leases and OREO
•Net Charge-off Ratio: Net losses charged-off divided by average portfolio loans and leases
•Return on Average Assets: Net income divided by average assets
•Loan-to-Deposit Ratio: Total loans divided by total deposits
•Household Growth: Change in the number of consumer households with retail relationship-based checking accounts

The list of indicators above is intended to summarize some of the most important metrics utilized by management in evaluating the Bancorp’s performance and does not represent an all-inclusive list of all performance measures that may be considered relevant or important to management or investors.
5

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 1: Earnings Summary
For the three months ended
September 30,		%For the nine months ended
September 30,		%
($ in millions, except for per share data)20232022Change20232022Change
Income Statement Data
Net interest income (U.S. GAAP)$1,438 1,498 (4)$4,411 4,032 9
Net interest income (FTE)(a)(b)
1,445 1,502 (4)4,429 4,043 10
Noninterest income715 672 62,137 2,031 5
Total revenue (FTE)(a)(b)
2,160 2,174 (1)6,566 6,074 8
Provision for credit losses119 158 (25)460 383 20
Noninterest expense1,188 1,167 23,750 3,501 7
Net income660 653 11,819 1,709 6
Net income available to common shareholders623 631 (1)1,719 1,631 5
Common Share Data
Earnings per share - basic$0.91 0.91 —$2.51 2.37 6
Earnings per share - diluted0.91 0.91 —2.50 2.34 7
Cash dividends declared per common share0.35 0.33 61.01 0.93 9
Book value per share21.19 21.30 (1)21.19 21.30 (1)
Market value per share25.33 31.96 (21)25.33 31.96 (21)
Financial Ratios
Return on average assets1.26 %1.25 11.18 %1.10 7
Return on average common equity16.3 14.9 914.6 12.3 19
Return on average tangible common equity(b)
24.7 21.9 1321.8 17.3 26
Dividend payout38.5 36.3 640.2 39.2 3
(a)Amounts presented on an FTE basis. The FTE adjustments were $7 and $4 for the three months ended September 30, 2023 and 2022, respectively, and $18 and $11 for the nine months ended September 30, 2023 and 2022, respectively.
(b)These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

Earnings Summary
The Bancorp’s net income available to common shareholders for the third quarter of 2023 was $623 million, or $0.91 per diluted share, which was net of $37 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the third quarter of 2022 was $631 million, or $0.91 per diluted share, which was net of $22 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the nine months ended September 30, 2023 was $1.7 billion, or $2.50 per diluted share, which was net of $100 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the nine months ended September 30, 2022 was $1.6 billion, or $2.34 per diluted share, which was net of $78 million in preferred stock dividends.

Net interest income on an FTE basis (non-GAAP) was $1.4 billion for the three months ended September 30, 2023, a decrease of $57 million compared to the same period in the prior year. Net interest income was negatively impacted by higher funding costs due to increases in market interest rates and deposit balance migration into higher yielding products. Rates paid on average interest-bearing core deposits, average long-term debt and average FHLB advances increased for the three months ended September 30, 2023 compared to the same period in the prior year. The balance migration impacting net interest income was primarily due to decreases in the average balances of demand deposits and increases in the average balances of interest-bearing core deposits and CDs over $250,000 for the three months ended September 30, 2023 compared to the same period in the prior year. These negative impacts were partially offset by increases in yields on average loans and leases and average other short-term investments for the three months ended September 30, 2023 compared to the same period in the prior year. Net interest income also benefited from increases in average other short-term investments and average other consumer loans for the three months ended September 30, 2023 compared to the same period in the prior year. Net interest margin on an FTE basis (non-GAAP) was 2.98% for the three months ended September 30, 2023 compared to 3.22% for the same period in the prior year.

Net interest income on an FTE basis (non-GAAP) was $4.4 billion for the nine months ended September 30, 2023, an increase of $386 million compared to the same period in the prior year. Net interest income benefited from increases in market interest rates, resulting in increases in yields on average loans and leases, average other short-term investments and average taxable securities for the nine months ended September 30, 2023 compared to the same period in the prior year. Net interest income also benefited from increases in average other consumer loans, average taxable securities and average commercial and industrial loans for the nine months ended September 30, 2023 compared to the same period in the prior year. These positive impacts were partially offset by increases in rates paid on average interest-bearing core deposits, average long-term debt and average FHLB advances as well as decreases in the average balances of demand deposits and increases in the average balances of interest-bearing core deposits, CDs over $250,000 and long-term debt for the nine months ended September 30, 2023 compared to the same period in the prior year. Net interest margin on an FTE basis (non-GAAP) was 3.12% for the nine months ended September 30, 2023 compared to 2.91% for the same period in the prior year.

6

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The provision for credit losses was $119 million and $460 million for the three and nine months ended September 30, 2023, respectively, compared to $158 million and $383 million during the same periods in the prior year. The provision for credit losses for the three months ended September 30, 2023 included the impacts of decreases to specific reserves on individually evaluated commercial loans and decreases in period-end loan and lease balances, which were partially offset by the impact of slight deterioration in the economic forecast. The provision for credit losses for the nine months ended September 30, 2023 included the impacts of increases in period-end loan and lease balances, increases in specific reserves on individually evaluated commercial loans and deterioration in the economic forecast. The provision for credit losses for the three and nine months ended September 30, 2022 included the impacts of increases in period-end loan and lease balances and deterioration in forecasted macroeconomic conditions. The provision for credit losses for the nine months ended September 30, 2022 also included the initial recognition of provision for credit losses on loans acquired as part of a business acquisition completed in the second quarter of 2022. Net losses charged off as a percent of average portfolio loans and leases were 0.41% and 0.21% for the three months ended September 30, 2023 and 2022, respectively, and 0.32% and 0.18% for the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023 and December 31, 2022, nonperforming portfolio assets as a percent of portfolio loans and leases and OREO were 0.51% and 0.44%, respectively. For more information on credit quality, refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 6 of the Notes to Condensed Consolidated Financial Statements.

Noninterest income increased $43 million and $106 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily due to a decrease in net securities losses and an increase in commercial banking revenue, partially offset by a decrease in mortgage banking net revenue. The increase for the nine months ended September 30, 2023 was primarily due to net securities gains in the current year compared to net securities losses in the prior year, as well as increases in commercial banking revenue and mortgage banking net revenue, partially offset by decreases in other noninterest income, service charges on deposits and leasing business revenue.

Noninterest expense increased $21 million and $249 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily due to increases in compensation and benefits expense, net occupancy expense and technology and communications expense, partially offset by a decrease in other noninterest expense. The increase for the nine months ended September 30, 2023 was primarily due to increases in compensation and benefits expense, technology and communications expense, other noninterest expense, net occupancy expense and marketing expense.

For more information on net interest income, provision expense, noninterest income and noninterest expense refer to the Statements of Income Analysis section of MD&A.

Capital Summary
The Bancorp calculated its regulatory capital ratios under the Basel III standardized approach to risk-weighting of assets and pursuant to the five-year transition provision option to phase in the effects of CECL on regulatory capital as of September 30, 2023. As of September 30, 2023, the Bancorp’s capital ratios, as defined by the U.S. banking agencies, were:
•CET1 capital ratio: 9.80%;
•Tier 1 risk-based capital ratio: 11.06%;
•Total risk-based capital ratio: 13.13%;
•Leverage ratio: 8.85%.
7

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
NON-GAAP FINANCIAL MEASURES
The following are non-GAAP financial measures which provide useful insight to the reader of the Condensed Consolidated Financial Statements but should be supplemental to primary U.S. GAAP measures and should not be read in isolation or relied upon as a substitute for the primary U.S. GAAP measures. The Bancorp encourages readers to consider the Condensed Consolidated Financial Statements in their entirety and not to rely on any single financial measure.

The FTE basis adjusts for the tax-favored status of income from certain loans and leases and securities held by the Bancorp that are not taxable for federal income tax purposes. The Bancorp believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison between taxable and non-taxable amounts.

The following table reconciles the non-GAAP financial measures of net interest income on an FTE basis, interest income on an FTE basis, net interest margin, net interest rate spread and the efficiency ratio to U.S. GAAP:
TABLE 2: Non-GAAP Financial Measures - Financial Measures and Ratios on an FTE basis
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Net interest income (U.S. GAAP)$1,438 1,498 4,411 4,032 
Add: FTE adjustment7 4 18 11 
Net interest income on an FTE basis (1)$1,445 1,502 4,429 4,043 
Net interest income on an FTE basis (annualized) (2)5,733 5,959 5,922 5,405 
Interest income (U.S. GAAP)$2,529 1,760 7,113 4,512 
Add: FTE adjustment7 4 18 11 
Interest income on an FTE basis$2,536 1,764 7,131 4,523 
Interest income on an FTE basis (annualized) (3)10,061 6,998 9,534 6,047 
Interest expense (annualized) (4)$4,328 1,039 3,613 642 
Noninterest income (5)715 672 2,137 2,031 
Noninterest expense (6)1,188 1,167 3,750 3,501 
Average interest-earning assets (7)192,216 185,378 189,578 185,883 
Average interest-bearing liabilities (8)139,779 119,773 134,588 117,344 
Ratios:
Net interest margin on an FTE basis (2) / (7)2.98 %3.22 3.12 2.91 
Net interest rate spread on an FTE basis ((3) / (7)) - ((4) / (8))2.13 2.91 2.35 2.70 
Efficiency ratio on an FTE basis (6) / ((1) + (5))55.0 53.7 57.1 57.6 

The Bancorp believes return on average tangible common equity is an important measure for comparative purposes with other financial institutions, but is not defined under U.S. GAAP, and therefore is considered a non-GAAP financial measure. This measure is useful for evaluating the performance of a business as it calculates the return available to common shareholders without the impact of intangible assets and their related amortization.

8

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table reconciles the non-GAAP financial measure of return on average tangible common equity to U.S. GAAP:
TABLE 3: Non-GAAP Financial Measures - Return on Average Tangible Common Equity
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)
2023202220232022
Net income available to common shareholders (U.S. GAAP)$623 631 1,719 1,631 
Add: Intangible amortization, net of tax8 10 26 27 
Tangible net income available to common shareholders$631 641 1,745 1,658 
Tangible net income available to common shareholders (annualized) (1)2,503 2,543 2,333 2,217 
Average Bancorp shareholders’ equity (U.S. GAAP)$17,305 18,864 17,873 19,829 
Less: Average preferred stock2,116 2,116 2,116 2,116 
Average goodwill4,919 4,926 4,917 4,729 
Average intangible assets141 188 152 165 
Average tangible common equity (2)$10,129 11,634 10,688 12,819 
Return on average tangible common equity (1) / (2)24.7 %21.9 21.8 17.3 

The Bancorp considers various measures when evaluating capital utilization and adequacy, including the tangible equity ratio and tangible common equity ratio, in addition to capital ratios defined by the U.S. banking agencies. These calculations are intended to complement the capital ratios defined by the U.S. banking agencies for both absolute and comparative purposes. As U.S. GAAP does not include capital ratio measures, the Bancorp believes there are no comparable U.S. GAAP financial measures to these ratios. These ratios are not formally defined by U.S. GAAP or codified in the federal banking regulations and, therefore, are considered to be non-GAAP financial measures.

The following table reconciles non-GAAP capital ratios to U.S. GAAP:
TABLE 4: Non-GAAP Financial Measures - Capital Ratios
As of ($ in millions)September 30,
2023		December 31,
2022
Total Bancorp Shareholders’ Equity (U.S. GAAP)$16,544 17,327 
Less: Preferred stock2,116 2,116 
Goodwill4,919 4,915 
Intangible assets136 169 
AOCI(6,839)(5,110)
Tangible common equity, excluding AOCI (1)$16,212 15,237 
Add: Preferred stock2,116 2,116 
Tangible equity (2)$18,328 17,353 
Total Assets (U.S. GAAP)$212,967 207,452 
Less: Goodwill4,919 4,915 
Intangible assets136 169 
AOCI, before tax(8,657)(6,468)
Tangible assets, excluding AOCI (3)$216,569 208,836 
Ratios:
Tangible equity as a percentage of tangible assets (2) / (3)8.46  %8.31 
Tangible common equity as a percentage of tangible assets (1) / (3)7.49 7.30 

9

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
RECENT ACCOUNTING STANDARDS
Note 3 of the Notes to Condensed Consolidated Financial Statements provides a discussion of the significant new accounting standards applicable to the Bancorp and the expected impact of significant accounting standards issued, but not yet required to be adopted.

CRITICAL ACCOUNTING POLICIES
The Bancorp’s Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. Certain accounting policies require management to exercise judgment in determining methodologies, economic assumptions and estimates that may materially affect the Bancorp’s financial position, results of operations and cash flows. The Bancorp’s critical accounting policies include the accounting for the ALLL, reserve for unfunded commitments, valuation of servicing rights, fair value measurements, goodwill and legal contingencies. These accounting policies are discussed in detail in the Critical Accounting Policies section of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.

As further discussed in Note 3 of the Notes to Condensed Consolidated Financial Statements, on January 1, 2023, the Bancorp adopted ASU 2022-02 (“Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures”). In conjunction with the adoption of this amended guidance, the Bancorp has revised its Critical Accounting Policies for the ALLL as described below. Refer to the Critical Accounting Policies section of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022 for discussion on the accounting policy for the ALLL for periods prior to January 1, 2023. There have been no other material changes to the valuation techniques or models during the nine months ended September 30, 2023.

ALLL
The Bancorp disaggregates its portfolio loans and leases into portfolio segments for purposes of determining the ALLL. The Bancorp’s portfolio segments include commercial, residential mortgage and consumer. The Bancorp further disaggregates its portfolio segments into classes for purposes of monitoring and assessing credit quality based on certain risk characteristics. For an analysis of the Bancorp’s ALLL by portfolio segment and credit quality information by class, refer to Note 6 of the Notes to Condensed Consolidated Financial Statements.

The Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. Contractual terms are adjusted for expected prepayments but are not extended for expected extensions, renewals or modifications except in circumstances where extension or renewal options are embedded in the original contract and not unconditionally cancellable by the Bancorp. Accrued interest receivable on loans is presented in the Condensed Consolidated Financial Statements as a component of other assets. When accrued interest is deemed to be uncollectible (typically when a loan is placed on nonaccrual status), interest income is reversed. The Bancorp follows established policies for placing loans on nonaccrual status, so uncollectible accrued interest receivable is reversed in a timely manner. As a result, the Bancorp has elected not to measure a reserve for accrued interest receivable as part of its ALLL. However, the Bancorp does record a reserve for the portion of accrued interest receivable that it expects to be uncollectible. For additional information on the Bancorp’s accounting policies related to nonaccrual loans and leases, refer to Note 3 of the Notes to Condensed Consolidated Financial Statements.

Credit losses are charged and recoveries are credited to the ALLL. The ALLL is maintained at a level the Bancorp considers to be adequate and is based on ongoing quarterly assessments and evaluations of the collectability of loans and leases, including historical credit loss experience, current and forecasted market and economic conditions and consideration of various qualitative factors that, in management’s judgment, deserve consideration in estimating expected credit losses. Provisions for credit losses are recorded for the amounts necessary to adjust the ALLL to the Bancorp’s current estimate of expected credit losses on portfolio loans and leases. The Bancorp’s strategy for credit risk management includes a combination of conservative exposure limits significantly below legal lending limits and conservative underwriting, documentation and collections standards. The strategy also emphasizes diversification on a geographic, industry and customer level, regular credit examinations and quarterly management reviews of large credit exposures and loans experiencing deterioration of credit quality. Refer to the Credit Risk Management section of MD&A for additional information.

The Bancorp’s methodology for determining the ALLL requires significant management judgment and includes an estimate of expected credit losses on a collective basis for groups of loans and leases with similar risk characteristics and specific allowances for loans and leases which are individually evaluated.

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million on nonaccrual status are individually evaluated for an ALLL. The Bancorp considers the current value of collateral, credit quality of any guarantees, the guarantor’s liquidity and willingness to cooperate, the loan or lease structure (including modifications, if any) and other factors when determining the amount of the ALLL. Other factors may include the borrower’s susceptibility to risks presented by the forecasted macroeconomic environment, the industry and geographic region of the borrower, size and financial condition of the borrower, cash flow and leverage of the borrower and the Bancorp’s evaluation of the borrower’s management. Significant management judgment is required when evaluating which of these factors are most relevant in individual circumstances, and when estimating the amount of expected credit losses based on those factors. When loans and leases are individually evaluated, allowances are determined based on management’s estimate of the borrower’s ability to repay the loan or lease given the availability of collateral and other sources of cash flow, as well as an evaluation of legal options available to the Bancorp. Allowances for individually evaluated loans and leases that are collateral-dependent are measured based on the fair
10

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
value of the underlying collateral, less expected costs to sell where applicable. Individually evaluated loans and leases that are not collateral-dependent are measured based on the observable market value of the loan or lease or the present value of expected cash flows, discounted at the loan’s effective interest rate. Specific allowances on individually evaluated commercial loans and leases are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

The Bancorp considers loans to be collateral-dependent when it becomes probable that repayment of the loan will be provided through the sale or operation of the collateral instead of from payments made by the borrower. The expected credit losses for these loans are typically estimated based on the fair value of the underlying collateral, less expected costs to sell where applicable. Specific allowances on individually evaluated consumer and residential mortgage loans are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

Expected credit losses are estimated on a collective basis for loans and leases that are not individually evaluated. For collectively evaluated loans and leases, the Bancorp uses models to forecast expected credit losses based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. The estimate of the expected balance at the time of default considers prepayments and, for loans with available credit, expected utilization rates. The Bancorp’s expected credit loss models were developed based on historical credit loss experience and observations of migration patterns for various credit risk characteristics (such as internal credit risk ratings, external credit ratings or scores, delinquency status, loan-to-value trends, etc.) over time, with those observations evaluated in the context of concurrent macroeconomic conditions. The Bancorp developed its models from historical observations capturing a full economic cycle when possible.

The Bancorp’s expected credit loss models consider historical credit loss experience, current market and economic conditions, and forecasted changes in market and economic conditions if such forecasts are considered reasonable and supportable. Generally, the Bancorp considers its forecasts to be reasonable and supportable for a period of up to three years from the estimation date. For periods beyond the reasonable and supportable forecast period, expected credit losses are estimated by reverting to historical loss information without adjustment for changes in economic conditions. This reversion is phased in over a two-year period. The Bancorp evaluates the length of its reasonable and supportable forecast period, its reversion period and reversion methodology at least annually, or more often if warranted by economic conditions or other circumstances.

The Bancorp also considers qualitative factors in determining the ALLL. These considerations inherently require significant management judgment to determine the appropriate factors to be considered and the extent of their impact on the ALLL estimate. Qualitative factors are used to capture characteristics in the portfolio that impact expected credit losses but that are not fully captured within the Bancorp’s expected credit loss models. These include adjustments for changes in policies or procedures in underwriting, monitoring or collections, lending and risk management personnel and results of internal audit and quality control reviews. These may also include adjustments, when deemed necessary, for specific idiosyncratic risks such as geopolitical events, natural disasters and their effects on regional borrowers and changes in product structures. Qualitative factors may also be used to address the impacts of unforeseen events on key inputs and assumptions within the Bancorp’s expected credit loss models, such as the reasonable and supportable forecast period, changes to historical loss information or changes to the reversion period or methodology. When evaluating the adequacy of allowances, consideration is also given to regional geographic concentrations and the closely associated effect that changing economic conditions may have on the Bancorp’s customers.

Overall, the collective evaluation process requires significant management judgment when determining the estimation methodology and inputs into the models, as well as in evaluating the reasonableness of the modeled results and the appropriateness of qualitative adjustments. The Bancorp’s forecasts of market and economic conditions and the internal risk ratings assigned to loans and leases in the commercial portfolio segment are examples of inputs to the expected credit loss models that require significant management judgment. These inputs have the potential to drive significant variability in the resulting ALLL.

Refer to the Allowance for Credit Losses subsection of the Risk Management section of MD&A for a discussion on the Bancorp’s ALLL sensitivity analysis.


11

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
STATEMENTS OF INCOME ANALYSIS

Net Interest Income
Net interest income is the interest earned on loans and leases (including yield-related fees), securities and other short-term investments less the interest incurred on core deposits and wholesale funding. The net interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest rate spread is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Net interest margin is typically greater than net interest rate spread due to the interest income earned on those assets that are funded by noninterest-bearing liabilities, or free funding, such as demand deposits or shareholders’ equity.

Tables 5 and 6 present the components of net interest income, net interest margin and net interest rate spread for the three and nine months ended September 30, 2023 and 2022, as well as the relative impact of changes in the average balance sheet and changes in interest rates on net interest income. Nonaccrual loans and leases and loans and leases held for sale have been included in the average loan and lease balances. Average outstanding securities balances are based on amortized cost with any unrealized gains or losses included in average other assets.

Net interest income on an FTE basis (non-GAAP) was $1.4 billion for the three months ended September 30, 2023, a decrease of $57 million compared to the same period in the prior year. Net interest income was negatively impacted by higher funding costs due to increases in market interest rates and deposit balance migration into higher yielding products. Increases in rates paid on average interest-bearing core deposits, average long-term debt and average FHLB advances were 224 bps, 197 bps and 296 bps, respectively, for the three months ended September 30, 2023 compared to the same period in the prior year. The balance migration impacting net interest income was primarily due to decreases in the average balances of demand deposits of $15.3 billion and increases in the average balances of interest-bearing core deposits of $17.8 billion and CDs over $250,000 of $3.7 billion for the three months ended September 30, 2023 compared to the same period in the prior year. These negative impacts were partially offset by increases in yields of 189 bps on average loans and leases and 354 bps on average other short-term investments for the three months ended September 30, 2023 compared to the same period in the prior year. Net interest income also benefited from increases in average other short-term investments and average other consumer loans of $7.2 billion and $2.5 billion, respectively, for the three months ended September 30, 2023 compared to the same period in the prior year.

Net interest income on an FTE basis (non-GAAP) was $4.4 billion for the nine months ended September 30, 2023, an increase of $386 million compared to the same period in the prior year. Net interest income benefited from increases in market interest rates, resulting in increases in yields of 214 bps on average loans and leases, 481 bps on average other short-term investments and 27 bps on average taxable securities for the nine months ended September 30, 2023 compared to the same period in the prior year. Net interest income also benefited from increases in average other consumer loans, average taxable securities and average commercial and industrial loans of $2.7 billion, $5.6 billion and $2.9 billion, respectively, for the nine months ended September 30, 2023 compared to the same period in the prior year. These positive impacts were partially offset by increases in rates paid on average interest-bearing core deposits of 201 bps, average long-term debt of 188 bps and average FHLB advances of 295 bps. Net interest income was also negatively impacted by decreases in the average balances of demand deposits of $14.9 billion and increases in the average balances of interest-bearing core deposits of $9.5 billion, CDs over $250,000 of $4.2 billion and long-term debt of $2.1 billion for the nine months ended September 30, 2023 compared to the same period in the prior year. Additionally, interest income recognized from PPP loans decreased to $3 million for the nine months ended September 30, 2023 compared to $38 million for the same period in the prior year.

Net interest rate spread on an FTE basis (non-GAAP) was 2.13% and 2.35% during the three and nine months ended September 30, 2023, respectively, compared to 2.91% and 2.70% in the same periods in the prior year. Rates paid on average interest-bearing liabilities increased 223 bps and 213 bps, partially offset by increases in yields on average interest-earning assets of 145 bps and 178 bps for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022.

Net interest margin on an FTE basis (non-GAAP) was 2.98% and 3.12% for the three and nine months ended September 30, 2023, respectively, compared to 3.22% and 2.91% for the comparable periods in the prior year. Net interest margin for the three months ended September 30, 2023 was negatively impacted by the migration of average balances of deposits from demand deposits to interest-bearing deposits and increases in rates paid on and balances of average wholesale funding, partially offset by higher market interest rates on interest-earning assets, growth in average balances of loans and leases and average investment portfolio balances. Net interest margin for the nine months ended September 30, 2023 was positively impacted by the benefit of higher market interest rates on interest-earning assets, growth in average balances of loans and leases and average investment portfolio balances, partially offset by the migration of average balances of deposits from demand deposits to interest-bearing deposits and increases in rates paid on and balances of average wholesale funding. Net interest margin results are expected to modestly decrease over the next quarter driven by increasing levels of cash and continued liability repricing, partially offset by the impact of rising rates on the repricing of the Bancorp’s asset portfolios.

Interest income on an FTE basis (non-GAAP) from loans and leases increased $586 million and $2.1 billion during the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022 driven by increases in market interest rates and average balances of other consumer loans and commercial and industrial loans. For more information on the Bancorp’s loan and lease portfolio, refer to the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A. Interest income on an FTE basis (non-GAAP) from investment securities and other short-term investments increased $186 million and $536 million during the three and
12

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022 primarily due to increases in yields on average other short-term investments and average taxable securities. The increase for the three months ended September 30, 2023 was also driven by the previously mentioned increase in average balances of other short-term investments. The increase for the nine months ended September 30, 2023 also benefited from the previously mentioned increase in average balances of taxable securities.

Interest expense on average core deposits increased $670 million and $1.7 billion for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022 primarily due to the previously mentioned increases in the cost of average interest-bearing core deposits to 265 bps and 219 bps for the three and nine months ended September 30, 2023, respectively, from 41 bps and 18 bps for the three and nine months ended September 30, 2022, respectively, as a result of increasing short-term interest rates. Refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s deposits.

Interest expense on average wholesale funding increased $159 million and $558 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022 primarily due to the previously mentioned increases in rates paid on average long-term debt and FHLB advances as well as increases in the average balances of CDs over $250,000 and long-term debt. Refer to the Borrowings subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s borrowings. Average wholesale funding represented 17% and 18% of average interest-bearing liabilities for the three and nine months ended September 30, 2023, respectively, compared to 18% and 14% for the three and nine months ended September 30, 2022, respectively. For more information on the Bancorp’s interest rate risk management, including estimated earnings sensitivity to changes in market interest rates, refer to the Interest Rate and Price Risk Management subsection of the Risk Management section of MD&A.



13

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 5: Condensed Consolidated Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis
For the three months endedSeptember 30, 2023September 30, 2022
Attribution of Change in
Net Interest Income(a)
($ in millions)Average BalanceInterest Earned/PaidAverage Yield/ RateAverage BalanceInterest Earned/PaidAverage Yield/ RateVolumeYield/ RateTotal
Assets:
Interest-earning assets:
Loans and leases:(b)
Commercial and industrial loans$57,015 1,006 7.00 %$56,648 646 4.53 %$4 356 360 
Commercial mortgage loans11,216 173 6.12 10,751 111 4.10 5 57 62 
Commercial construction loans5,540 97 6.93 5,557 66 4.71 — 31 31 
Commercial leases2,618 24 3.75 2,793 22 3.08 (2)4 2 
Total commercial loans and leases$76,389 1,300 6.75 $75,749 845 4.42 $7 448 455 
Residential mortgage loans18,019 160 3.52 19,870 166 3.32 (16)10 (6)
Home equity3,897 80 8.17 3,956 48 4.84 (1)33 32 
Indirect secured consumer loans15,787 176 4.43 16,750 141 3.34 (9)44 35 
Credit card1,808 64 14.09 1,756 57 12.89 2 5 7 
Other consumer loans6,366 123 7.65 3,819 60 6.21 47 16 63 
Total consumer loans$45,877 603 5.22 $46,151 472 4.06 $23 108 131 
Total loans and leases$122,266 1,903 6.18 %$121,900 1,317 4.29 %$30 556 586 
Securities:
Taxable55,519 435 3.10 56,535 408 2.86 (7)34 27 
Exempt from income taxes(b)
1,475 12 3.21 1,178 8 2.77 2 2 4 
Other short-term investments12,956 186 5.69 5,765 31 2.15 67 88 155 
Total interest-earning assets$192,216 2,536 5.23 %$185,378 1,764 3.78 %$92 680 772 
Cash and due from banks2,576 3,162 
Other assets15,920 20,163 
Allowance for loan and lease losses(2,327)(2,015)
Total assets
$208,385 $206,688 
Liabilities and Equity:
Interest-bearing liabilities:
Interest checking deposits$53,109 426 3.18 %$42,574 77 0.72 %$23 326 349 
Savings deposits20,511 46 0.89 23,814 7 0.12 (1)40 39 
Money market deposits32,072 202 2.50 29,066 16 0.22 2 184 186 
Foreign office deposits168 1 1.72 206 — 0.78 — 1 1 
CDs $250,000 or less9,630 96 3.97 2,048 1 0.09 7 88 95 
Total interest-bearing core deposits$115,490 771 2.65 $97,708 101 0.41 $31 639 670 
CDs over $250,0005,926 73 4.91 2,226 11 1.90 32 30 62 
Federal funds purchased181 2 5.31 607 3 2.10 (3)2 (1)
Securities sold under repurchase agreements352 1 1.46 472 — 0.22 — 1 1 
FHLB advances3,726 50 5.26 6,608 38 2.30 (21)33 12 
Derivative collateral and other borrowed money48 1 7.82 356 5 4.92 (5)1 (4)
Long-term debt14,056 193 5.46 11,796 104 3.49 23 66 89 
Total interest-bearing liabilities$139,779 1,091 3.10 %$119,773 262 0.87 %$57 772 829 
Demand deposits44,228 59,535 
Other liabilities7,073 8,516 
Total liabilities$191,080 $187,824 
Total equity$17,305 $18,864 
Total liabilities and equity$208,385 $206,688 
Net interest income (FTE)(c)
$1,445 $1,502 $35 (92)(57)
Net interest margin (FTE)(c)
2.98 %3.22 %
Net interest rate spread (FTE)(c)
2.13 2.91 
Interest-bearing liabilities to interest-earning assets72.72 64.61 
(a)Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.
(b)The FTE adjustments included in the above table were $7 and $4 for the three months ended September 30, 2023 and 2022, respectively.
(c)Net interest income (FTE), net interest margin (FTE) and net interest rate spread (FTE) are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

14

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 6: Condensed Consolidated Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis
For the nine months ended
September 30, 2023September 30, 2022
Attribution of Change in
Net Interest Income(a)
($ in millions)Average BalanceInterest Earned/PaidAverage Yield/ RateAverage BalanceInterest Earned/PaidAverage Yield/ RateVolumeYield/ RateTotal
Assets:
Interest-earning assets:
Loans and leases:(b)
Commercial and industrial loans$57,786 2,908 6.73 %$54,907 1,569 3.82 %$86 1,253 1,339 
Commercial mortgage loans11,237 493 5.87 10,664 278 3.49 16 199 215 
Commercial construction loans5,527 279 6.74 5,429 159 3.91 3 117 120 
Commercial leases2,661 71 3.59 2,858 63 2.95 (5)13 8 
Total commercial loans and leases$77,211 3,751 6.50 $73,858 2,069 3.75 $100 1,582 1,682 
Residential mortgage loans18,168 467 3.43 19,981 479 3.20 (45)33 (12)
Home equity3,946 217 7.34 3,953 120 4.06 — 97 97 
Indirect secured consumer loans16,219 508 4.19 17,041 407 3.20 (20)121 101 
Credit card1,790 188 14.06 1,717 161 12.50 7 20 27 
Other consumer loans5,950 325 7.29 3,234 148 6.10 144 33 177 
Total consumer loans$46,073 1,705 4.95 $45,926 1,315 3.83 $86 304 390 
Total loans and leases$123,284 5,456 5.92 %$119,784 3,384 3.78 %$186 1,886 2,072 
Securities:
Taxable56,127 1,292 3.08 50,529 1,060 2.81 124 108 232 
Exempt from income taxes(b)
1,459 35 3.17 1,084 21 2.56 8 6 14 
Other short-term investments8,708 348 5.34 14,486 58 0.53 (32)322 290 
Total interest-earning assets$189,578 7,131 5.03 %$185,883 4,523 3.25 %$286 2,322 2,608 
Cash and due from banks2,776 3,081 
Other assets16,405 20,211 
Allowance for loan and lease losses(2,231)(1,939)
Total assets
$206,528 $207,236 
Liabilities and Equity:
Interest-bearing liabilities:
Interest checking deposits$50,782 1,061 2.79 %$45,172 100 0.30 %$14 947 961 
Savings deposits21,755 118 0.73 23,435 10 0.06 (1)109 108 
Money market deposits29,815 419 1.88 29,533 22 0.10 — 397 397 
Foreign office deposits151 2 1.63 157 — 0.39 — 2 2 
CDs $250,000 or less7,537 198 3.51 2,205 2 0.10 13 183 196 
Total interest-bearing core deposits$110,040 1,798 2.19 $100,502 134 0.18 $26 1,638 1,664 
CDs over $250,0005,222 179 4.57 1,055 13 1.64 114 52 166 
Federal funds purchased347 13 4.89 421 4 1.31 (1)10 9 
Securities sold under repurchase agreements347 3 1.13 484 — 0.10 — 3 3 
FHLB advances5,035 188 4.99 3,141 48 2.04 41 99 140 
Derivative collateral and other borrowed money123 7 8.10 365 8 2.70 (8)7 (1)
Long-term debt13,474 514 5.09 11,376 273 3.21 58 183 241 
Total interest-bearing liabilities$134,588 2,702 2.68 %$117,344 480 0.55 %$230 1,992 2,222 
Demand deposits47,138 62,084 
Other liabilities6,929 7,979 
Total liabilities$188,655 $187,407 
Total equity$17,873 $19,829 
Total liabilities and equity$206,528 $207,236 
Net interest income (FTE)(c)
$4,429 $4,043 $56 330 386 
Net interest margin (FTE)(c)
3.12 %2.91 %
Net interest rate spread (FTE)(c)
2.35 2.70 
Interest-bearing liabilities to interest-earning assets70.99 63.13 
(a)Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.
(b)The FTE adjustments included in the above table were $18 and $11 for the nine months ended September 30, 2023 and 2022, respectively.
(c)Net interest income (FTE), net interest margin (FTE) and net interest rate spread (FTE) are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.
15

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Provision for Credit Losses
The Bancorp provides, as an expense, an amount for expected credit losses within the loan and lease portfolio that is based on factors previously discussed in the Critical Accounting Policies section of MD&A. For a discussion of the factors used to determine the amount provided, as an expense, for expected credit losses within the portfolio of unfunded commitments, refer to the Critical Accounting Policies section of the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022. The provision is recorded to bring the ALLL and reserve for unfunded commitments to a level deemed appropriate by the Bancorp to cover losses expected in the portfolios. Actual credit losses on loans and leases are charged against the ALLL. The amount of loans and leases actually removed from the Condensed Consolidated Balance Sheets are referred to as charge-offs. Net charge-offs include current period charge-offs less recoveries on previously charged-off loans and leases.

The provision for credit losses was $119 million and $460 million for the three and nine months ended September 30, 2023, respectively, compared to $158 million and $383 million during the same periods in the prior year. The provision for credit losses for the three months ended September 30, 2023 included the impacts of decreases to specific reserves on individually evaluated commercial loans and decreases in period-end loan and lease balances, which were partially offset by the impact of slight deterioration in the economic forecast. The provision for credit losses for the nine months ended September 30, 2023 included the impacts of increases in period-end loan and lease balances, increases in specific reserves on individually evaluated commercial loans and deterioration in the economic forecast. The provision for credit losses for the three and nine months ended September 30, 2022 included the impacts of increases in period-end loan and lease balances and deterioration in forecasted macroeconomic conditions. The provision for credit losses for the nine months ended September 30, 2022 also included the initial recognition of provision for credit losses on loans acquired as part of a business acquisition completed in the second quarter of 2022.

The ALLL increased $146 million from December 31, 2022 to $2.3 billion at September 30, 2023 inclusive of a $49 million reduction from the impact of the adoption of ASU 2022-02 on January 1, 2023, as further discussed in Note 3 of the Notes to Condensed Consolidated Financial Statements. At September 30, 2023, the ALLL as a percent of portfolio loans and leases increased to 1.95%, compared to 1.81% at December 31, 2022. The reserve for unfunded commitments decreased $27 million from December 31, 2022 to $189 million at September 30, 2023. At September 30, 2023, the ACL as a percent of portfolio loans and leases increased to 2.11%, compared to 1.98% at December 31, 2022.

Refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 6 of the Notes to Condensed Consolidated Financial Statements for more information on the provision for credit losses, including an analysis of loan and lease portfolio composition, nonperforming assets, net charge-offs and other factors considered by the Bancorp in assessing the credit quality of the loan and lease portfolio and determining the level of the ACL.

Noninterest Income
Noninterest income increased $43 million and $106 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022.

The following table presents the components of noninterest income:
TABLE 7: Components of Noninterest Income
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)20232022% Change20232022% Change
Commercial banking revenue$154 134 15 $461 406 14 
Wealth and asset management revenue145 141 3 434 430 1 
Service charges on deposits149 143 4 431 449 (4)
Card and processing revenue104 105 (1)310 306 1 
Mortgage banking net revenue57 69 (17)184 152 21 
Leasing business revenue58 60 (3)162 179 (9)
Other noninterest income55 59 (7)152 195 (22)
Securities gains (losses), net(7)(38)(82)3 (84)NM
Securities losses, net – non-qualifying hedges on mortgage servicing rights
— (1)(100)— (2)(100)
Total noninterest income$715 672 6 $2,137 2,031 5 

Commercial banking revenue
Commercial banking revenue increased $20 million and $55 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022 primarily driven by increases in loan syndication fees, foreign exchange fees and institutional brokerage revenue, partially offset by decreases in contract revenue from commercial customer derivatives. The increase for the three months ended September 30, 2023 was also driven by an increase in corporate bond fees.
16

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Wealth and asset management revenue
Wealth and asset management revenue increased $4 million for both the three and nine months ended September 30, 2023 compared to the same periods in the prior year primarily driven by increases in private client service fees. The Bancorp’s trust and registered investment advisory businesses had approximately $547 billion and $494 billion in total assets under care as of September 30, 2023 and 2022, respectively, and managed $57 billion and $52 billion in assets for individuals, corporations and not-for-profit organizations as of September 30, 2023 and 2022, respectively.

Service charges on deposits
Service charges on deposits increased $6 million and decreased $18 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022. Service charges on commercial deposits were $109 million and $315 million for the three and nine months ended September 30, 2023, respectively, an increase of $4 million and a decrease of $16 million from the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily due to an increase in commercial treasury management fees. The decrease for the nine months ended September 30, 2023 was primarily due to higher treasury management earnings credits driven by market interest rates, partially offset by an increase in commercial treasury management fees. Service charges on consumer deposits were $40 million and $116 million for the three and nine months ended September 30, 2023, respectively, an increase of $2 million and a decrease of $2 million from the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily due to an increase in overdraft fees. The decrease for the nine months ended September 30, 2023 was primarily driven by the elimination of non-sufficient funds fees during the third quarter of 2022.

Card and processing revenue
Card and processing revenue decreased $1 million and increased $4 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022. The decrease for the three months ended September 30, 2023 was primarily due to increased reward costs, partially offset by an increase in debit card interchange. The increase for the nine months ended September 30, 2023 was primarily due to increases in debit and credit card interchange, partially offset by increased reward costs.

Mortgage banking net revenue
Mortgage banking net revenue decreased $12 million and increased $32 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022.

The following table presents the components of mortgage banking net revenue:
TABLE 8: Components of Mortgage Banking Net Revenue
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Origination fees and gains on loan sales$19 24 59 73 
Net mortgage servicing revenue:
Gross mortgage servicing fees79 81 241 230 
Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs
(41)(36)(116)(151)
Net mortgage servicing revenue38 45 125 79 
Total mortgage banking net revenue$57 69 184 152 

Origination fees and gains on loan sales decreased $5 million and $14 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022, primarily driven by lower volumes of residential mortgage loan originations. Residential mortgage loan originations decreased to $1.5 billion and $4.6 billion for the three and nine months ended September 30, 2023, respectively, from $4.0 billion and $11.7 billion for the three and nine months ended September 30, 2022, respectively, primarily due to the impact of higher market interest rates on refinance activity.

17

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table presents the components of net valuation adjustments on the MSR portfolio and the impact of the Bancorp’s non-qualifying hedging strategy:
TABLE 9: Components of Net Valuation Adjustments on MSRs
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio
$(75)(84)(110)(368)
Changes in fair value:
Due to changes in inputs or assumptions(a)
73 83 107 358 
Other changes in fair value(b)
(39)(35)(113)(141)
Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs
$(41)(36)(116)(151)
(a)Primarily reflects changes in prepayment speed and OAS assumptions which are updated based on market interest rates.
(b)Primarily reflects changes due to realized cash flows and the passage of time.

The Bancorp recognized income of $34 million and losses of $6 million for the three and nine months ended September 30, 2023, respectively, and income of $48 million and $217 million for the three and nine months ended September 30, 2022, respectively, in mortgage banking net revenue for valuation adjustments on the MSR portfolio. The valuation adjustments on the MSR portfolio included increases of $73 million and $107 million for the three and nine months ended September 30, 2023, respectively, and increases of $83 million and $358 million for the three and nine months ended September 30, 2022, respectively, due to changes in market rates and other inputs in the valuation model, including future prepayment speeds and OAS assumptions. Mortgage rates increased during the three and nine months ended September 30, 2023, which caused a decrease in modeled prepayment speeds. The fair value of the MSR portfolio decreased $39 million and $113 million for the three and nine months ended September 30, 2023, respectively, and decreased $35 million and $141 million for the three and nine months ended September 30, 2022, respectively, as a result of contractual principal payments and actual prepayment activity.

Further detail on the valuation of MSRs can be found in Note 13 of the Notes to Condensed Consolidated Financial Statements. The Bancorp maintains a non-qualifying hedging strategy to manage a portion of the risk associated with changes in the valuation of the MSR portfolio. Refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for more information on the free-standing derivatives used to economically hedge the MSR portfolio.

In addition to the derivative positions used to economically hedge the MSR portfolio, the Bancorp acquires various securities as a component of its non-qualifying hedging strategy. Gains and losses on these securities are recorded in securities losses, net – non-qualifying hedges on mortgage servicing rights in the Bancorp’s Condensed Consolidated Statements of Income.

The Bancorp’s total residential mortgage loans serviced as of September 30, 2023 and 2022 were $118.5 billion and $120.3 billion, respectively, with $101.9 billion and $102.7 billion, respectively, of residential mortgage loans serviced for others.

Leasing business revenue
Leasing business revenue decreased $2 million and $17 million for the three and nine months ended September 30, 2023, respectively, compared to the three and nine months ended September 30, 2022. The decrease for the three months ended September 30, 2023 was primarily driven by a decrease in operating lease income. The decrease for the nine months ended September 30, 2023 was primarily driven by a decrease in leasing business solutions revenue related to the disposition of LaSalle Solutions during the second quarter of 2022 as well as a decrease in lease remarketing fees.

18

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Other noninterest income
The following table presents the components of other noninterest income:
TABLE 10: Components of Other Noninterest Income
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Equity method investment income$3 4 48 17 
BOLI income15 15 45 48 
Cardholder fees15 14 43 41 
Private equity investment income13 14 39 55 
Banking center income7 6 19 18 
Consumer loan fees5 5 15 15 
Loss on swap associated with the sale of Visa, Inc. Class B Shares(10)(17)(72)(46)
Other, net7 18 15 47 
Total other noninterest income$55 59 152 195 
Other noninterest income decreased $43 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 primarily due to an increase in the loss on swap associated with the sale of Visa, Inc. Class B Shares as well as a decrease in private equity investment income, partially offset by an increase in equity method investment income.

The Bancorp recognized a negative valuation adjustment of $72 million related to the Visa total return swap during the nine months ended September 30, 2023 compared to a negative valuation adjustment of $46 million during the same period in the prior year. For additional information on the valuation of the swap associated with the sale of Visa, Inc. Class B Shares, refer to Note 23 of the Notes to Condensed Consolidated Financial Statements. Private equity investment income decreased $16 million for the nine months ended September 30, 2023 compared to the same period in the prior year primarily driven by valuation adjustments recognized on certain private equity investments. Equity method investment income increased $31 million for the nine months ended September 30, 2023 compared to the same period in the prior year primarily due to a gain on the partial disposition of an equity method investment during the second quarter of 2023.

Securities gains (losses), net
Net securities losses were $7 million and net securities gains were $3 million for the three and nine months ended September 30, 2023, respectively, compared with losses of $38 million and $84 million for the three and nine months ended September 30, 2022, respectively. For more information, refer to Note 4 of the Notes to Condensed Consolidated Financial Statements.

Noninterest Expense
Noninterest expense increased $21 million and $249 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year.

The following table presents the components of noninterest expense:
TABLE 11: Components of Noninterest Expense                                      
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)20232022% Change20232022% Change
Compensation and benefits$629 605 4$2,036 1,900 7
Technology and communications115 106 8347 306 13
Net occupancy expense84 74 14248 225 10
Equipment expense37 36 3110 108 2
Marketing expense35 35 —96 87 10
Leasing business expense29 33 (12)94 95 (1)
Card and processing expense21 21 —63 59 7
Other noninterest expense238 257 (7)756 721 5
Total noninterest expense$1,188 1,167 2$3,750 3,501 7
Efficiency ratio on an FTE basis(a)
55.0 %53.7 57.1 %57.6 
(a)This is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

Compensation and benefits expense increased $24 million and $136 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily driven by an increase in base compensation. The increase for the nine months ended September 30, 2023 was primarily driven by the
19

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
additional personnel costs of an acquired business, the impact of raising the Bancorp’s minimum wage in the third quarter of 2022, an increase in non-qualified deferred compensation expense and an increase in severance expense, partially offset by decreases in performance-based compensation. Full-time equivalent employees totaled 18,804 at September 30, 2023 compared to 19,187 at September 30, 2022.

Technology and communications expense increased $9 million and $41 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increased investments in strategic initiatives and technology modernization.

Net occupancy expense increased $10 million and $23 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by higher expenses associated with the maintenance and renovation of banking centers as well as the impacts of exiting mortgage warehouse lending.

Marketing expense increased $9 million for the nine months ended September 30, 2023 compared to the same period in the prior year primarily due to an increase in deposit campaigns.

The following table presents the components of other noninterest expense:
TABLE 12: Components of Other Noninterest Expense
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
FDIC insurance and other taxes$39 37 122 101 
Loan and lease34 40 99 127 
Losses and adjustments21 26 70 62 
Data processing22 21 66 61 
Dues and subscriptions15 15 46 43 
Travel11 15 45 45 
Professional service fees12 16 41 42 
Securities recordkeeping13 11 38 36 
Cash and coin processing12 11 37 33 
Intangible amortization10 12 32 34 
Other, net49 53 160 137 
Total other noninterest expense$238 257 756 721 

Other noninterest expense decreased $19 million and increased $35 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2023 was primarily due to decreases in loan and lease expense and losses and adjustments. The increase for the nine months ended September 30, 2023 was primarily due to increases in FDIC insurance and other taxes and losses and adjustments, partially offset by a decrease in loan and lease expense.

FDIC insurance and other taxes increased $21 million for the nine months ended September 30, 2023 compared to the same period in the prior year primarily as a result of an increase in the FDIC insurance assessment rate.

Losses and adjustments decreased $5 million and increased $8 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily due to the impacts of legal and regulatory proceedings.

Loan and lease expense decreased $6 million and $28 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by a decrease in loan servicing expenses related to the Bancorp’s sales of certain government-guaranteed residential mortgage loans that were previously in forbearance programs and serviced by a third party.

Applicable Income Taxes
The Bancorp’s income before income taxes, applicable income tax expense and effective tax rate are as follows:
TABLE 13: Applicable Income Taxes
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Income before income taxes$846 845 2,338 2,179 
Applicable income tax expense186 192 519 470 
Effective tax rate22.0  %22.7 22.2 21.6 
20

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Applicable income tax expense for all periods presented includes the benefit from tax-exempt income, tax-advantaged investments, and tax credits (and other related tax benefits), partially offset by the effect of proportional amortization of qualifying LIHTC investments and certain nondeductible expenses. The tax credits are primarily associated with the Research Credit under Section 41 of the IRC, the Low-Income Housing Tax Credit program established under Section 42 of the IRC, the New Markets Tax Credit program established under Section 45D of the IRC, the Rehabilitation Investment Tax Credit program established under Section 47 of the IRC and the Qualified Zone Academy Bond program established under Section 1397E of the IRC.

The effective tax rate decreased to 22.0% for the three months ended September 30, 2023 compared to 22.7% for the same period in the prior year primarily related to an increase in tax credits. The effective tax rate increased to 22.2% for the nine months ended September 30, 2023 compared to 21.6% for the same period in the prior year primarily related to a decrease in excess tax benefits related to share-based compensation, partially offset by an increase in tax credits.
21

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
BALANCE SHEET ANALYSIS

Loans and Leases
The Bancorp classifies its commercial loans and leases based upon primary purpose and consumer loans based upon product or collateral. Table 14 summarizes end of period loans and leases, including loans and leases held for sale, and Table 15 summarizes average total loans and leases, including average loans and leases held for sale.
TABLE 14: Components of Total Loans and Leases (including loans and leases held for sale)
September 30, 2023December 31, 2022
As of ($ in millions)Carrying Value% of TotalCarrying Value% of Total
Commercial loans and leases:
Commercial and industrial loans$55,819 46 %$57,305 47  %
Commercial mortgage loans11,122 9 11,020 9 
Commercial construction loans5,634 5 5,433 4 
Commercial leases2,624 2 2,704 2 
Total commercial loans and leases$75,199 62 %$76,462 62 %
Consumer loans:
Residential mortgage loans17,826 15 18,562 15 
Home equity3,898 3 4,039 3 
Indirect secured consumer loans15,434 13 16,552 14 
Credit card1,817 2 1,874 2 
Other consumer loans6,528 5 4,998 4 
Total consumer loans$45,503 38 %$46,025 38 %
Total loans and leases$120,702 100  %$122,487 100 %
Total portfolio loans and leases
    (excluding loans and leases held for sale)
$120,088 $121,480 

Total loans and leases, including loans and leases held for sale, decreased $1.8 billion, or 1%, from December 31, 2022 driven by decreases in both commercial loans and leases and consumer loans.

Commercial loans and leases decreased $1.3 billion, or 2%, from December 31, 2022 due to decreases in commercial and industrial loans and commercial leases, partially offset by increases in commercial construction loans and commercial mortgage loans. Commercial and industrial loans decreased $1.5 billion, or 3%, from December 31, 2022 primarily as a result of payoffs and decreased revolving line of credit utilization. Commercial leases decreased $80 million, or 3%, primarily as a result of a planned reduction in indirect non-relationship-based lease originations. Commercial construction loans increased $201 million, or 4%, from December 31, 2022 as draws on existing commitments and loan originations exceeded payoffs. Commercial mortgage loans increased $102 million, or 1%, from December 31, 2022 as loan originations exceeded payoffs.

Consumer loans decreased $522 million, or 1%, from December 31, 2022 primarily due to decreases in indirect secured consumer loans, residential mortgage loans and home equity, partially offset by an increase in other consumer loans. Indirect secured consumer loans decreased $1.1 billion, or 7%, from December 31, 2022 primarily driven by paydowns exceeding loan originations. Residential mortgage loans decreased $736 million, or 4%, from December 31, 2022 primarily due to decreases in residential mortgage loans held for sale as the Bancorp sold government-guaranteed loans that were previously in forbearance programs and also had lower origination volumes. Home equity decreased $141 million, or 3%, from December 31, 2022 as payoffs exceeded loan originations and new advances. Other consumer loans increased $1.5 billion, or 31%, from December 31, 2022 primarily driven by originations of point-of-sale solar energy installation loans.

22

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 15: Components of Average Loans and Leases (including average loans and leases held for sale)
September 30, 2023September 30, 2022
For the three months ended ($ in millions)Carrying Value% of TotalCarrying Value% of Total
Commercial loans and leases:
Commercial and industrial loans$57,015 47  %$56,648 46  %
Commercial mortgage loans11,216 9 10,751 9 
Commercial construction loans5,540 5 5,557 5 
Commercial leases2,618 2 2,793 2 
Total commercial loans and leases$76,389 63 %$75,749 62  %
Consumer loans:
Residential mortgage loans18,019 15 19,870 16 
Home equity3,897 3 3,956 3 
Indirect secured consumer loans15,787 13 16,750 14 
Credit card1,808 1 1,756 2 
Other consumer loans6,366 5 3,819 3 
Total consumer loans$45,877 37 %$46,151 38 %
Total average loans and leases$122,266 100  %$121,900 100  %
Total average portfolio loans and leases
    (excluding loans and leases held for sale)
$121,630 $119,644 

Average loans and leases, including average loans and leases held for sale, increased $366 million for the three months ended September 30, 2023 compared to the same period in the prior year driven by an increase in average commercial loans and leases, partially offset by a decrease in average consumer loans.

Average commercial loans and leases increased $640 million, or 1%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to increases in average commercial mortgage loans and average commercial and industrial loans, partially offset by a decrease in average commercial leases. Average commercial mortgage loans increased $465 million, or 4%, for the three months ended September 30, 2023 compared to the same period in the prior year as loan originations exceeded payoffs. Average commercial and industrial loans increased $367 million, or 1%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily as a result of loan originations exceeding payoffs, partially offset by decreased revolving line of credit utilization. Average commercial leases decreased $175 million, or 6%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily as a result of a planned reduction in indirect non-relationship-based lease originations.

Average consumer loans decreased $274 million, or 1%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to decreases in average residential mortgage loans and average indirect secured consumer loans, partially offset by an increase in average other consumer loans. Average residential mortgage loans decreased $1.9 billion, or 9%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to decreases in residential mortgage loans held for sale as the Bancorp sold government-guaranteed loans that were previously in forbearance programs and also had lower origination volumes. Average indirect secured consumer loans decreased $963 million, or 6%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily driven by paydowns and lower originations. Average other consumer loans increased $2.5 billion, or 67%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily driven by originations of point-of-sale solar energy installation loans.

Investment Securities
The Bancorp uses investment securities as a means of managing interest rate risk, providing collateral for pledging purposes and for liquidity risk management. Total investment securities were $49.4 billion and $52.2 billion at September 30, 2023 and December 31, 2022, respectively. The taxable available-for-sale debt and other investment securities portfolio had an effective duration of 4.9 at September 30, 2023 compared to 5.4 at December 31, 2022.

Debt securities are classified as available-for-sale when, in management’s judgment, they may be sold in response to, or in anticipation of, changes in market conditions. Securities that management has the intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost. Debt securities are classified as trading typically when bought and held principally for the purpose of selling them in the near term. At September 30, 2023, the Bancorp’s investment portfolio consisted primarily of AAA-rated available-for-sale debt and other securities. The Bancorp held an immaterial amount of below-investment grade available-for-sale debt and other securities at both September 30, 2023 and December 31, 2022.

During the three and nine months ended September 30, 2023, the Bancorp recognized $1 million and $5 million, respectively, of impairment losses on its available-for-sale debt and other securities, included in securities gains (losses), net, in the Condensed Consolidated Statements of Income. These losses related to certain securities in unrealized loss positions where the Bancorp has determined that it no longer intends to
23

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
hold the securities until the recovery of their amortized cost bases. The Bancorp did not recognize impairment losses on its available-for-sale debt and other securities for both the three and nine months ended September 30, 2022.

At both September 30, 2023 and December 31, 2022, the Bancorp completed its evaluation of the available-for-sale debt and other securities in an unrealized loss position and did not recognize an allowance for credit losses. The Bancorp did not recognize provision expense related to available-for-sale debt and other securities in an unrealized loss position during both the three and nine months ended September 30, 2023 and 2022.

The following table summarizes the end of period components of investment securities:
TABLE 16: Components of Investment Securities

As of ($ in millions)		September 30,
2023		December 31,
2022
Available-for-sale debt and other securities (amortized cost basis):
U.S. Treasury and federal agencies securities$3,680 2,683 
Obligations of states and political subdivisions securities2 18 
Mortgage-backed securities:
Agency residential mortgage-backed securities11,743 12,604 
Agency commercial mortgage-backed securities29,055 29,824 
Non-agency commercial mortgage-backed securities4,922 5,235 
Asset-backed securities and other debt securities5,378 6,292 
Other securities(a)
777 874 
Total available-for-sale debt and other securities$55,557 57,530 
Held-to-maturity securities (amortized cost basis):
Obligations of states and political subdivisions securities$— 3 
Asset-backed securities and other debt securities2 2 
Total held-to-maturity securities$2 5 
Trading debt securities (fair value):
U.S. Treasury and federal agencies securities$641 45 
Obligations of states and political subdivisions securities43 14 
Agency residential mortgage-backed securities7 8 
Asset-backed securities and other debt securities531 347 
Total trading debt securities$1,222 414 
Total equity securities (fair value)$250 317 
(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings that are carried at cost.

On an amortized cost basis, available-for-sale debt and other securities decreased $2.0 billion from December 31, 2022 primarily due to decreases in asset-backed securities and other debt securities, agency residential mortgage-backed securities and agency commercial mortgage-backed securities, partially offset by increases in U.S. Treasury and federal agencies securities. Trading debt securities increased $808 million from December 31, 2022 primarily due to purchases of U.S. Treasury securities during the nine months ended September 30, 2023 related to the Bancorp’s management of collateral posted for derivative exposures.

On an amortized cost basis, available-for-sale debt and other securities were 28% and 30% of total interest-earning assets at September 30, 2023 and December 31, 2022, respectively. The estimated weighted-average life of the debt securities in the available-for-sale debt and other securities portfolio was 6.5 years and 6.8 years at September 30, 2023 and December 31, 2022, respectively. In addition, the debt securities in the available-for-sale debt and other securities portfolio had a weighted-average yield of 3.04% and 2.97% at September 30, 2023 and December 31, 2022, respectively.

Information presented in Table 17 is on a weighted-average life basis, anticipating future prepayments. Yield information is presented on an FTE basis and is computed using amortized cost balances and reflects the impact of prepayments. Maturity and yield calculations for the total available-for-sale debt and other securities portfolio exclude other securities that have no stated yield or maturity. Total net unrealized losses on the available-for-sale debt and other securities portfolio were $7.7 billion and $6.0 billion at September 30, 2023 and December 31, 2022, respectively. The fair values of investment securities are impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of the Bancorp’s investment securities portfolio generally decreases when interest rates increase or when credit spreads widen.
24

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 17: Characteristics of Available-for-Sale Debt and Other Securities
As of September 30, 2023 ($ in millions)
Amortized Cost
Fair Value		Weighted-Average Life
(in years)		Weighted-Average Yield
U.S. Treasury and federal agencies securities:
Average life after one year through five years$2,777 2,651 2.83.73 %
Average life after five years through ten years903 811 5.22.42 
Total$3,680 3,462 3.43.40 %
Obligations of states and political subdivisions securities:
Average life within one year2 2 0.9— 
Total$2 2 0.9— %
Agency residential mortgage-backed securities:
Average life within one year5 5 0.31.01 
Average life after one year through five years787 711 3.52.73 
Average life after five years through ten years9,832 8,327 8.33.05 
Average life after ten years1,119 833 11.52.96 
Total$11,743 9,876 8.33.02  %
Agency commercial mortgage-backed securities:(a)
Average life within one year43 41 0.92.99 
Average life after one year through five years8,772 7,915 3.62.75 
Average life after five years through ten years15,272 12,702 7.32.86 
Average life after ten years4,968 3,803 12.12.90 
Total$29,055 24,461 7.02.83  %
Non-agency commercial mortgage-backed securities:
Average life within one year121 118 0.73.58 
Average life after one year through five years2,711 2,529 2.33.24 
Average life after five years through ten years2,090 1,678 7.72.81 
Total$4,922 4,325 4.63.07  %
Asset-backed securities and other debt securities:
Average life within one year432 423 0.74.62 
Average life after one year through five years3,532 3,266 2.93.67 
Average life after five years through ten years1,325 1,213 5.84.13 
Average life after ten years89 88 12.96.27 
Total$5,378 4,990 3.63.91  %
Other securities777 777 
Total available-for-sale debt and other securities$55,557 47,893 6.53.04  %
(a)Taxable-equivalent yield adjustments included in the above table are 0.18% and 0.03% for securities with an average life greater than 10 years and in total, respectively.

Other Short-Term Investments
Other short-term investments primarily include overnight interest-earning investments, including reserves held at the FRB and federal funds sold. The Bancorp uses other short-term investments as part of its liquidity risk management tools. Other short-term investments were $18.9 billion at September 30, 2023, an increase of $10.6 billion from December 31, 2022. This increase was primarily attributable to the Bancorp’s decision to increase its liquidity position in response to conditions in the operating environment as of September 30, 2023.

25

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Deposits
The Bancorp’s deposit balances represent an important source of funding and revenue growth opportunity. The Bancorp continues to focus on core deposit growth in its retail and commercial franchises by improving customer satisfaction, building full relationships and offering competitive rates. Average core deposits represented 77% and 76% of average total assets for the three months ended September 30, 2023 and 2022, respectively.

The following table presents the end of period components of deposits:
TABLE 18: Components of Deposits
September 30, 2023December 31, 2022
As of ($ in millions)Balance% of TotalBalance% of Total
Demand$43,844 26 %$53,125 33 %
Interest checking53,421 32 51,653 32 
Savings20,195 12 23,469 14 
Money market33,492 20 28,220 17 
Foreign office168 — 182 — 
Total transaction deposits$151,120 90 $156,649 96 
CDs $250,000 or less10,306 6 3,809 2 
Total core deposits$161,426 96 $160,458 98 
CDs over $250,000(a)
6,246 4 3,232 2 
Total deposits$167,672 100 %$163,690 100 %
(a)Includes $5.4 billion and $3.1 billion of retail brokered certificates of deposit which are fully covered by FDIC insurance as of September 30, 2023 and December 31, 2022, respectively.

Core deposits increased $968 million, or 1%, from December 31, 2022 primarily due to an increase in CDs $250,000 or less, partially offset by a decrease in transaction deposits as a result of the higher interest rate environment. CDs $250,000 or less increased $6.5 billion from December 31, 2022 primarily due to higher offering rates. Transaction deposits decreased $5.5 billion, or 4%, from December 31, 2022 as decreases in demand deposits and savings deposits were partially offset by increases in money market deposits and interest checking deposits. In response to the higher interest rate environment, deposit balances have migrated, and are expected to continue to migrate, from noninterest-bearing products such as demand deposits into higher interest-bearing products such as money market accounts and CDs. Demand deposits decreased $9.3 billion, or 17%, from December 31, 2022 primarily as a result of balance migration into interest checking deposits and lower balances per customer account. Savings deposits decreased $3.3 billion, or 14%, from December 31, 2022 primarily as a result of lower balances per consumer customer account due to increased consumer spending, partially offset by higher balances per commercial customer account as a result of higher interest rates. Money market deposits increased $5.3 billion, or 19%, from December 31, 2022 primarily as a result of higher balances per consumer customer account due to higher offering rates. Interest checking deposits increased $1.8 billion, or 3%, from December 31, 2022 primarily as a result of commercial balance growth and balance migration from demand deposits, partially offset by lower balances per consumer customer account.

CDs over $250,000 increased $3.0 billion, or 93%, from December 31, 2022 primarily due to an increase in retail brokered CDs issued, which are utilized as a short-term funding source.

The following table presents the components of average deposits for the three months ended:
TABLE 19: Components of Average Deposits
September 30, 2023September 30, 2022
($ in millions)Balance% of TotalBalance% of Total
Demand$44,228 27 %$59,535 37 %
Interest checking53,109 32 42,574 27 
Savings20,511 12 23,814 15 
Money market32,072 19 29,066 18 
Foreign office168 — 206 — 
Total transaction deposits$150,088 90 $155,195 97 
CDs $250,000 or less9,630 6 2,048 1 
Total core deposits$159,718 96 $157,243 98 
CDs over $250,000(a)
5,926 4 2,226 2 
Total average deposits$165,644 100 %$159,469 100 %
(a)Includes $5.2 billion and $2.1 billion of retail brokered certificates of deposit which are fully covered by FDIC insurance for the three months ended September 30, 2023 and 2022, respectively.

26

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
On an average basis, core deposits increased $2.5 billion, or 2%, for the three months ended September 30, 2023 compared to the same period in the prior year due to an increase in average CDs $250,000 or less, partially offset by a decrease in average transaction deposits. Average CDs $250,000 or less increased $7.6 billion for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to higher offering rates. Average transaction deposits decreased $5.1 billion, or 3%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily driven by decreases in average demand deposits and average savings deposits, partially offset by increases in average interest checking deposits and average money market deposits. In response to the higher interest rate environment, average deposit balances have migrated, and are expected to continue to migrate, from noninterest-bearing products such as demand deposits into higher interest-bearing products such as money market accounts and CDs. Average demand deposits decreased $15.3 billion, or 26%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily as a result of balance migration into interest checking deposits and lower average balances per customer account. Average savings deposits decreased $3.3 billion, or 14%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to lower average balances per consumer customer account due to increased consumer spending, partially offset by an increase in average balances per commercial customer account. Average interest checking deposits increased $10.5 billion, or 25%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily as a result of average commercial balance growth and balance migration from demand deposits and money market deposits, partially offset by lower average balances per consumer customer account. Average money market deposits increased $3.0 billion, or 10%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily as a result of higher average balances per consumer customer account, partially offset by balance migration into interest checking deposits.

Average CDs over $250,000 increased $3.7 billion for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to an increase in retail brokered CDs issued.

Contractual maturities
The contractual maturities of CDs as of September 30, 2023 are summarized in the following table:
TABLE 20: Contractual Maturities of CDs(a)
($ in millions)
Next 12 months$16,300 
13-24 months167 
25-36 months62 
37-48 months11 
49-60 months7 
After 60 months5 
Total CDs$16,552 
(a)Includes CDs $250,000 or less and CDs over $250,000.

Deposit insurance
The FDIC generally provides a standard amount of insurance of $250,000 per depositor, per insured bank, for each account ownership category defined by the FDIC. Depositors may qualify for coverage of accounts over $250,000 if they have funds in different ownership categories and all FDIC requirements are met. All deposits that an account owner has in the same ownership category at the same bank are added together and insured up to the standard insurance amount. As of September 30, 2023 and December 31, 2022, approximately $99.5 billion, or 59%, and $94.1 billion, or 58%, respectively, of the Bancorp’s domestic deposits were estimated to be insured. As of September 30, 2023 and December 31, 2022, approximately $68.0 billion and $69.4 billion, respectively, of the Bancorp’s domestic deposits were estimated to be uninsured. At September 30, 2023 and December 31, 2022, approximately $3.5 billion and $727 million, respectively, of the Bancorp’s time deposits were estimated to be not fully insured. The estimated uninsured portions of those time deposits were $1.9 billion and $306 million at September 30, 2023 and December 31, 2022, respectively. Where information is not readily available to determine the amount of insured deposits, the amount of uninsured deposits is estimated, consistent with the methodologies and assumptions utilized in providing information to the Bank’s regulators.

27

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Borrowings
The Bancorp accesses a variety of short-term and long-term funding sources. Borrowings with original maturities of one year or less are classified as short-term and include federal funds purchased and other short-term borrowings. Total average borrowings as a percent of average interest-bearing liabilities were 13% and 17% for the three months ended September 30, 2023 and 2022, respectively.

The following table summarizes the end of period components of borrowings:
TABLE 21: Components of Borrowings
As of ($ in millions)September 30,
2023		December 31,
2022
Federal funds purchased$205 180 
Other short-term borrowings4,594 4,838 
Long-term debt16,310 13,714 
Total borrowings$21,109 18,732 

Total borrowings increased $2.4 billion, or 13%, from December 31, 2022 primarily due to an increase in long-term debt partially offset by a decrease in other short-term borrowings. Long-term debt increased $2.6 billion from December 31, 2022 primarily driven by the issuance of senior fixed-rate/floating-rate notes in July of 2023 totaling $1.25 billion and the issuance of asset-backed securities in August of 2023 totaling $1.5 billion related to an automobile loan securitization. Additionally, in September of 2023 the Bancorp obtained $1.5 billion in new FHLB advances that will mature in 2024, utilizing its existing borrowing capacity. These increases were partially offset by the redemptions or maturities of $1.3 billion of notes, $134 million of paydowns associated with loan securitizations and $188 million of fair value adjustments associated with hedged long-term debt during the nine months ended September 30, 2023. Other short-term borrowings decreased $244 million from December 31, 2022. The level of other short-term borrowings can fluctuate significantly from period to period depending on funding needs and the sources that are used to satisfy those needs. For further information on the components of other short-term borrowings, refer to Note 15 of the Notes to Condensed Consolidated Financial Statements.

The following table summarizes components of average borrowings for the three months ended:
TABLE 22: Components of Average Borrowings
($ in millions)September 30,
2023		September 30,
2022
Federal funds purchased$181 607 
Other short-term borrowings4,126 7,436 
Long-term debt14,056 11,796 
Total average borrowings$18,363 19,839 

Total average borrowings decreased $1.5 billion, or 7%, for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to decreases in average other short-term borrowings and average federal funds purchased, partially offset by an increase in average long-term debt. Average other short-term borrowings and average federal funds purchased decreased $3.3 billion and $426 million, respectively, for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to core deposit growth and increased long-term debt which reduced the need for short-term funding during the period. Average long-term debt increased $2.3 billion for the three months ended September 30, 2023 compared to the same period in the prior year primarily driven by issuances of senior fixed-rate/floating-rate notes in the second half of 2022 totaling $2.0 billion and the aforementioned issuances in 2023 totaling $2.75 billion. These increases were partially offset by redemptions or maturities of $1.3 billion of notes, $155 million of fair value adjustments associated with hedged long-term debt and $171 million of paydowns associated with loan securitizations since September 30, 2022. Information on the average rates paid on borrowings is discussed in the Net Interest Income subsection of the Statements of Income Analysis section of MD&A. In addition, refer to the Liquidity Risk Management subsection of the Risk Management section of MD&A for a discussion on the role of borrowings in the Bancorp’s liquidity management.

28

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
BUSINESS SEGMENT REVIEW
The Bancorp reports on three business segments: Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management. Additional information on each business segment is included in Note 24 of the Notes to Condensed Consolidated Financial Statements. Results of the Bancorp’s business segments are presented based on its management structure and management accounting practices. The structure and accounting practices are specific to the Bancorp; therefore, the financial results of the Bancorp’s business segments are not necessarily comparable with similar information for other financial institutions. The Bancorp refines its methodologies from time to time as management’s accounting practices and businesses change.

The Bancorp manages interest rate risk centrally at the corporate level. By employing an FTP methodology, the business segments are insulated from most benchmark interest rate volatility, enabling them to focus on serving customers through the origination of loans and acceptance of deposits. The FTP methodology assigns charge and credit rates to classes of assets and liabilities, respectively, based on the estimated amount and timing of cash flows for each transaction. Assigning the FTP rate based on matching the duration of cash flows allocates interest income and interest expense to each business segment so its resulting net interest income is insulated from future changes in benchmark interest rates. The Bancorp’s FTP methodology also allocates the contribution to net interest income of the asset-generating and deposit-providing businesses on a duration-adjusted basis to better attribute the driver of the performance. As the asset and liability durations are not perfectly matched, the residual impact of the FTP methodology is captured in General Corporate and Other. The charge and credit rates are determined using the FTP rate curve, which is based on an estimate of Fifth Third’s marginal borrowing cost in the wholesale funding markets. The FTP curve is constructed using the U.S. swap curve, brokered CD pricing and unsecured debt pricing.

The Bancorp adjusts the FTP charge and credit rates as dictated by changes in interest rates for various interest-earning assets and interest-bearing liabilities and by the review of behavioral assumptions, such as prepayment rates on interest-earning assets and the estimated durations for indeterminate-lived deposits. Key assumptions, including the credit rates provided for deposit accounts, are reviewed annually. Credit rates for deposit products and charge rates for loan products may be reset more frequently in response to changes in market conditions. In general, the charge rates on assets increased since December 31, 2022 as they were affected by the prevailing level of interest rates and by the duration and repricing characteristics of the portfolio. The credit rates for deposit products also increased since December 31, 2022 due to higher interest rates and modified assumptions. Thus, net interest income for asset-generating business segments was negatively impacted by the rates charged on assets while deposit-providing business segments were positively impacted during the nine months ended September 30, 2023.

The Bancorp’s methodology for allocating provision for credit losses to the business segments includes charges or benefits associated with changes in criticized commercial loan levels in addition to actual net charge-offs experienced by the loans and leases owned by each business segment. Provision for credit losses attributable to loan and lease growth and changes in ALLL factors is captured in General Corporate and Other. The financial results of the business segments include allocations for shared services and headquarters expenses. Additionally, the business segments form synergies by taking advantage of relationship depth opportunities and funding operations by accessing the capital markets as a collective unit.

The following table summarizes net income (loss) by business segment:
TABLE 23: Net Income (Loss) by Business Segment
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Commercial Banking$718 369 2,009 1,026 
Consumer and Small Business Banking739 377 2,145 699 
Wealth and Asset Management79 56 226 125 
General Corporate and Other(876)(149)(2,561)(141)
Net income$660 653 1,819 1,709 

29

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Commercial Banking
Commercial Banking offers credit intermediation, cash management and financial services to large and middle-market businesses and government and professional customers. In addition to the traditional lending and depository offerings, Commercial Banking products and services include global cash management, foreign exchange and international trade finance, derivatives and capital markets services, asset-based lending, real estate finance, public finance, commercial leasing and syndicated finance.

The following table contains selected financial data for the Commercial Banking segment:
TABLE 24: Commercial Banking
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Income Statement Data
Net interest income (FTE)(a)
$1,012 596 3,017 1,676 
Provision for (benefit from) credit losses— (2)37 44 
Noninterest income:
Commercial banking revenue154 133 459 405 
Service charges on deposits95 90 275 285 
Leasing business revenue58 60 162 179 
Other noninterest income46 15 130 123 
Noninterest expense:
Compensation and benefits156 147 499 483 
Leasing business expense29 33 94 95 
Other noninterest expense293 260 923 783 
Income before income taxes (FTE)887 456 2,490 1,263 
Applicable income tax expense(a)(b)
169 87 481 237 
Net income$718 369 2,009 1,026 
Average Balance Sheet Data
Commercial loans and leases, including held for sale$72,028 72,086 73,142 70,123 
Demand deposits21,581 34,503 23,862 36,930 
Interest checking deposits34,313 18,495 30,629 20,086 
Savings and money market deposits5,265 5,615 5,094 6,212 
Certificates of deposit83 106 55 116 
Foreign office deposits168 206 151 157 
(a)Includes FTE adjustments of $5 and $2 for the three months ended September 30, 2023 and 2022, respectively, and $11 and $7 for the nine months ended September 30, 2023 and 2022, respectively.
(b)Applicable income tax expense for all periods includes the tax benefit from tax-exempt income, tax-advantaged investments and tax credits partially offset by the effect of certain nondeductible expenses. Refer to the Applicable Income Taxes subsection of the Statements of Income Analysis slection of MD&A for additional information.

Net income was $718 million and $2.0 billion for the three and nine months ended September 30, 2023, respectively, compared to $369 million and $1.0 billion for the same periods in the prior year. The increases for the three and nine months ended September 30, 2023 were primarily driven by increases in net interest income on an FTE basis and noninterest income, partially offset by increases in noninterest expense.

Net interest income on an FTE basis increased $416 million and $1.3 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increases in yields on commercial loans and leases as well as increases in FTP credit rates on deposits. These positive impacts were partially offset by increases in FTP charge rates on commercial loans and leases as well as increases in rates paid on and average balances of interest checking deposits and increases in rates paid on average savings and money market deposits.

The provision for credit losses was immaterial and $37 million for the three and nine months ended September 30, 2023, respectively, compared to the benefit from credit losses of $2 million and the provision for credit losses of $44 million for the three and nine months ended September 30, 2022, respectively. The provision for credit losses was immaterial for the three months ended September 30, 2023 as an allocated benefit from credit losses related to commercial criticized assets was offset by net charge-offs. The decrease in provision for credit losses for the nine months ended September 30, 2023 compared to the same period in the prior year was primarily driven by an increase in allocated benefit from credit losses related to commercial criticized assets, partially offset by an increase in net charge-offs. Annualized net charge-offs as a percent of average portfolio loans and leases were 12 bps and 13 bps for the three and nine months ended September 30, 2023, respectively, compared to 16 bps and 13 bps for the same periods in the prior year.

30

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Noninterest income increased $55 million and $34 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily driven by increases in other noninterest income and commercial banking revenue. The increase for the nine months ended September 30, 2023 was primarily driven by increases in commercial banking revenue and other noninterest income, partially offset by decreases in leasing business revenue. Commercial banking revenue increased $21 million and $54 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increases in loan syndication fees, foreign exchange fees and institutional brokerage revenue, partially offset by decreases in contract revenue from commercial customer derivatives. The increase for the three months ended September 30, 2023 was also driven by an increase in corporate bond fees. Other noninterest income increased $31 million and $7 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by decreases in net securities losses. The increase for the nine months ended September 30, 2023 was partially offset by a decrease in private equity investment income. Leasing business revenue decreased $17 million for the nine months ended September 30, 2023 compared to the same period in the prior year primarily driven by a decrease in leasing business solutions revenue related to the disposition of LaSalle Solutions during the second quarter of 2022 as well as a decrease in lease remarketing fees.

Noninterest expense increased $38 million and $155 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increases in other noninterest expense and compensation and benefits. Other noninterest expense increased $33 million and $140 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increases in allocated expenses and FDIC insurance and other taxes. The increases in allocated expenses were primarily related to cash management services and information technology support services. Compensation and benefits increased $9 million and $16 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increases in base compensation.

Average commercial loans and leases decreased $58 million and increased $3.0 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2023 was primarily due to decreases in average commercial and industrial loans and average commercial leases, partially offset by an increase in average commercial mortgage loans. The increase for the nine months ended September 30, 2023 was primarily due to increases in average commercial and industrial loans, average commercial mortgage loans and average commercial construction loans, partially offset by a decrease in average commercial leases. Average commercial and industrial loans decreased for the three months ended September 30, 2023 compared to the same period in the prior year primarily due to payoffs and decreased revolving line of credit utilization. Average commercial and industrial loans increased for the nine months ended September 30, 2023 compared to the same period in the prior year primarily as a result of loan originations exceeding payoffs. Average commercial mortgage loans increased for the three and nine months ended September 30, 2023 compared to the same periods in the prior year as loan originations exceeded payoffs. Average commercial construction loans increased for the nine months ended September 30, 2023 compared to the same period in the prior year as loan originations exceeded payoffs. Average commercial leases decreased for the three and nine months ended September 30, 2023 compared to the same periods in the prior year primarily as a result of a planned reduction in indirect non-relationship-based lease originations.

Average deposits increased $2.5 billion and decreased $3.7 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily due to an increase in average interest checking deposits, partially offset by a decrease in average demand deposits. The decrease for the nine months ended September 30, 2023 was primarily due to decreases in average demand deposits and average savings and money market deposits, partially offset by an increase in average interest checking deposits. Average demand deposits decreased $12.9 billion and $13.1 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily as a result of balance migration into interest checking deposits and lower average balances per customer account. Average interest checking deposits increased $15.8 billion and $10.5 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily as a result of higher average balances per customer and balance migration from demand deposits and money market deposits. Average savings and money market deposits decreased $1.1 billion for the nine months ended September 30, 2023 compared to the same period in the prior year primarily due to balance migration into interest checking deposits and lower average balances per customer account. Lower average commercial customer account balances in demand deposits and savings and money market deposits for the nine months ended September 30, 2023 included the impact of deliberate runoff during the second quarter of 2022 of certain higher cost commercial deposits.


31

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Consumer and Small Business Banking
Consumer and Small Business Banking provides a full range of deposit and loan products to individuals and small businesses through a network of full-service banking centers and relationships with indirect and correspondent loan originators in addition to providing products designed to meet the specific needs of small businesses, including cash management services. Consumer and Small Business Banking includes the Bancorp’s residential mortgage, home equity loans and lines of credit, credit cards, automobile and other indirect lending and other consumer lending activities. Residential mortgage activities include the origination, retention and servicing of residential mortgage loans, sales and securitizations of those loans and all associated hedging activities. Indirect lending activities include extending loans to consumers through automobile dealers, motorcycle dealers, powersport dealers, recreational vehicle dealers and marine dealers. Other consumer lending activities include home improvement and solar energy installation loans originated through a network of contractors and installers.

The following table contains selected financial data for the Consumer and Small Business Banking segment:
TABLE 25: Consumer and Small Business Banking
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Income Statement Data
Net interest income$1,390 833 4,016 1,981 
Provision for credit losses105 34 221 93 
Noninterest income:
Card and processing revenue78 79 231 231 
Mortgage banking net revenue57 69 184 151 
Wealth and asset management revenue53 52 159 154 
Service charges on deposits55 53 159 164 
Other noninterest income31 33 86 86 
Noninterest expense:
Compensation and benefits217 207 663 630 
Net occupancy and equipment expense63 58 188 175 
Card and processing expense19 19 57 54 
Other noninterest expense325 324 992 930 
Income before income taxes$935 477 2,714 885 
Applicable income tax expense196 100 569 186 
Net income$739 377 2,145 699 
Average Balance Sheet Data
Consumer loans, including held for sale$43,017 43,187 43,176 43,066 
Commercial loans2,987 1,868 2,742 1,603 
Demand deposits21,620 23,606 22,163 23,705 
Interest checking deposits11,750 15,111 12,647 15,418 
Savings and money market deposits42,697 43,521 41,857 43,220 
Certificates of deposit10,240 2,235 7,980 2,417 
Net income was $739 million and $2.1 billion for the three and nine months ended September 30, 2023, respectively, compared to $377 million and $699 million for the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily driven by an increase in net interest income, partially offset by increases in provision for credit losses and noninterest expense as well as a decrease in noninterest income. The increase for the nine months ended September 30, 2023 was primarily driven by increases in net interest income and noninterest income, partially offset by increases in provision for credit losses and noninterest expense.

Net interest income increased $557 million and $2.0 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily due to increases in FTP credit rates on deposits as well as increases in yields on and average balances of loans. These positive impacts were partially offset by increases in FTP charge rates on loans as well as increases in rates paid on deposits.

Provision for credit losses increased $71 million and $128 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily due to increases in net charge-offs on commercial and industrial loans, other consumer loans, indirect secured consumer loans and credit card. Annualized net charge-offs as a percent of average portfolio loans and leases increased to 90 bps and 65 bps for the three and nine months ended September 30, 2023, respectively, compared to 32 bps and 30 bps for the same periods in the prior year.

32

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Noninterest income decreased $12 million and increased $33 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2023 was primarily driven by a decrease in mortgage banking net revenue. The increase for the nine months ended September 30, 2023 was primarily driven by an increase in mortgage banking net revenue. Refer to the Noninterest Income subsection of the Statements of Income Analysis section of MD&A for additional information on the fluctuations in mortgage banking net revenue.

Noninterest expense increased $16 million and $111 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increases for the three and nine months ended September 30, 2023 were primarily driven by increases in compensation and benefits and net occupancy and equipment expense. The increase for the nine months ended September 30, 2023 also included an increase in other noninterest expense. Compensation and benefits expense increased $10 million and $33 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily driven by an increase in base compensation. The increase for the nine months ended September 30, 2023 was primarily driven by the incremental impact of acquired businesses and the impact of raising the Bancorp’s minimum wage in the third quarter of 2022, partially offset by a decrease in incentive compensation. Net occupancy and equipment expense increased $5 million and $13 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily due to increases in allocated occupancy costs. Other noninterest expense increased $62 million for the nine months ended September 30, 2023 compared to the same period in the prior year primarily due to increases in allocated expenses, FDIC insurance and other taxes and marketing expense. The increase in allocated expenses was primarily related to information technology support services. These increases were partially offset by decreases in loan servicing expenses related to the Bancorp’s sales of certain government-guaranteed residential mortgage loans that were previously in forbearance programs and serviced by a third party.

Average consumer loans decreased $170 million and increased $110 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2023 was primarily due to decreases in average residential mortgage loans and average indirect secured consumer loans, partially offset by an increase in average other consumer loans. The increase for the nine months ended September 30, 2023 was primarily due to an increase in average other consumer loans, partially offset by decreases in average residential mortgage loans and average indirect secured consumer loans. Average other consumer loans increased for the three and nine months ended September 30, 2023 compared to the same periods in the prior year primarily driven by originations of point-of-sale energy installation loans. Average residential mortgage loans decreased for the three and nine months ended September 30, 2023 compared to the same periods in the prior year primarily due to decreases in residential mortgage loans held for sale as the Bancorp sold government-guaranteed loans that were previously in forbearance programs and also had lower origination volumes. Average indirect secured consumer loans decreased for the three and nine months ended September 30, 2023 compared to the same periods in the prior year primarily driven by paydowns and lower originations. Average commercial loans increased $1.1 billion for both the three and nine months ended September 30, 2023 compared to the same periods in the prior year primarily driven by increases in average commercial and industrial loans and average commercial mortgage loans as loan originations exceeded payoffs.

Average deposits increased $1.8 billion and decreased $113 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The increase for the three months ended September 30, 2023 was primarily driven by an increase in average certificates of deposit, partially offset by decreases in average interest checking deposits, average demand deposits and average savings and money market deposits. The decrease for the nine months ended September 30, 2023 was primarily driven by decreases in average interest checking deposits, average demand deposits and average savings and money market deposits, partially offset by an increase in average certificates of deposit. Average interest checking deposits decreased $3.4 billion and $2.8 billion, average demand deposits decreased $2.0 billion and $1.5 billion and average savings and money market deposits decreased $824 million and $1.4 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily as a result of lower average balances per customer account due to increased consumer spending and balance migration into certificates of deposit. Average certificates of deposit increased $8.0 billion and $5.6 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily due to higher offering rates. In response to the higher interest rate environment, deposit balances have migrated, and are expected to continue to migrate, from noninterest-bearing products to higher interest-bearing products.
33

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Wealth and Asset Management
Wealth and Asset Management provides a full range of wealth management services for individuals, companies and not-for-profit organizations. Wealth and Asset Management is made up of three main businesses: FTS, an indirect wholly-owned subsidiary of the Bancorp; Fifth Third Private Bank; and Fifth Third Institutional Services. FTS offers full service retail brokerage services to individual clients and broker-dealer services to the institutional marketplace. Fifth Third Private Bank offers wealth management strategies to high net worth and ultra-high net worth clients through wealth planning, investment management, banking, insurance, trust and estate services. Fifth Third Institutional Services provides advisory services for institutional clients including middle market businesses, non-profits, states and municipalities.

The following table contains selected financial data for the Wealth and Asset Management segment:

TABLE 26: Wealth and Asset Management
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Income Statement Data
Net interest income$98 79 294 167 
Provision for credit losses1 — 1 — 
Noninterest income:
Wealth and asset management revenue137 132 410 407 
Other noninterest income2 2 5 5 
Noninterest expense:
Compensation and benefits53 54 169 166 
Other noninterest expense82 88 254 255 
Income before income taxes$101 71 285 158 
Applicable income tax expense22 15 59 33 
Net income$79 56 226 125 
Average Balance Sheet Data
Loans and leases, including held for sale$4,388 4,512 4,427 4,383 
Deposits10,634 12,258 11,253 13,020 

Net income was $79 million and $226 million for the three and nine months ended September 30, 2023, respectively, compared to $56 million and $125 million for the same periods in the prior year. The increases for the three and nine months ended September 30, 2023 were primarily driven by increases in net interest income and noninterest income. The increase for the three months ended September 30, 2023 was also impacted by a decrease in noninterest expense.

Net interest income increased $19 million and $127 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increases in FTP credit rates on deposits as well as increases in yields on average loans and leases. These positive impacts were partially offset by increases in rates paid on average deposits and increases in FTP charge rates on loans and leases for the three and nine months ended September 30, 2023 compared to the same periods in the prior year.

Noninterest income increased $5 million and $3 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year due to increases in wealth and asset management revenue, primarily driven by increases in private client service fees.

Noninterest expense decreased $7 million for the three months ended September 30, 2023 compared to the same period in the prior year primarily driven by a decrease in other noninterest expense which was primarily the result of a decrease in allocated expenses related to operational support and settlement services.

Average loans and leases decreased $124 million and increased $44 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. The decrease for the three months ended September 30, 2023 was primarily driven by decreases in average other consumer loans and average commercial and industrial loans as payoffs exceeded loan production, partially offset by an increase in average commercial mortgage loans as a result of higher loan production. The increase for the nine months ended September 30, 2023 was primarily driven by increases in average commercial mortgage loans and average residential mortgage loans as a result of higher loan production.

34

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Average deposits decreased $1.6 billion and $1.8 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by decreases in average interest checking deposits and average demand deposits as a result of lower average balances per customer account, partially offset by an increase in average savings and money market deposits.

General Corporate and Other
General Corporate and Other includes the unallocated portion of the investment securities portfolio, securities gains and losses, certain non-core deposit funding, unassigned equity, unallocated provision for credit losses expense or a benefit from the reduction of the ACL, the payment of preferred stock dividends and certain support activities and other items not attributed to the business segments.

Net interest income on an FTE basis decreased $1.0 billion and $3.1 billion for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by increases in FTP credits on deposits allocated to the business segments, increases in interest expense on long-term debt and deposits and decreases in interest income on loans and leases. These negative impacts were partially offset by increases in FTP charges to the business segments on loans and leases as well as increases in interest income on investment securities and other short-term investments. The increases in both FTP credits and FTP charges allocated to the business segments were driven by increases in market interest rates. Under the Bancorp’s internal reporting methodology, the Bancorp insulates the business segments from interest rate risk associated with fixed-rate lending by transferring this risk to General Corporate and Other through the FTP methodology. As a result, the amount of FTP credits on deposits earned by the business segments has increased at a faster pace than the amount of allocated FTP charges on loans and leases. If market interest rates remain at current levels, the FTP charges to the business segments for loans and leases will increase over time as fixed-rate loans mature and are replaced with new originations.

The provision for credit losses decreased $113 million and $45 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by the impact of allocations to the business segments.

Noninterest income increased $40 million for the nine months ended September 30, 2023 primarily driven by the recognition of net securities gains compared to net securities losses during the same period in the prior year, partially offset by an increase in the loss on the swap associated with the sale of Visa, Inc. Class B shares.

Noninterest expense decreased $25 million and $15 million for the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year primarily driven by the impact of increases in corporate overhead allocations from General Corporate and Other to the other business segments, partially offset by an increase in compensation and benefits. Compensation and benefits increased for the three months ended September 30, 2023 primarily driven by an increase in base compensation and increased for the nine months ended September 30, 2023 primarily driven by higher non-qualified deferred compensation expense and severance expense.

35

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
RISK MANAGEMENT - OVERVIEW
The Risk Management Overview section included in Item 7 of the Bancorp’s Annual Report on Form 10-K describes the Bancorp’s Enterprise Risk Management Framework and Three Lines of Defense structure as well as key areas of risk, which include credit risk, liquidity risk, interest rate risk, price risk, legal and regulatory compliance risk, operational risk, reputation risk and strategic risk. Item 7 of the Bancorp’s Annual Report on Form 10-K also includes additional detailed information about the Bancorp’s processes related to operational risk management as well as legal and regulatory compliance risk management. The following information should be read in conjunction with the Bancorp’s Annual Report on Form 10-K.

CREDIT RISK MANAGEMENT
Credit risk management utilizes a framework that encompasses consistent processes for identifying, assessing, managing, monitoring and reporting credit risk. These processes are supported by a credit risk governance structure that includes Board oversight, policies, risk limits and risk committees.

The objective of the Bancorp’s credit risk management strategy is to quantify and manage credit risk on an aggregate portfolio basis, as well as to limit the risk of loss resulting from the failure of a borrower or counterparty to honor its financial or contractual obligations to the Bancorp. The Bancorp’s credit risk management strategy is based on three core principles: conservatism, diversification and monitoring. The Bancorp believes that effective credit risk management begins with conservative lending practices which are described below. These practices include the use of intentional risk-based limits for single name exposures and counterparty selection criteria designed to reduce or eliminate exposure to borrowers who have higher than average default risk and defined weaknesses in financial performance. The Bancorp carefully designs and monitors underwriting, documentation and collection standards. The Bancorp’s credit risk management strategy also emphasizes diversification on a geographic, industry, product and customer level as well as ongoing portfolio monitoring and timely management reviews of large credit exposures and credits experiencing deterioration of credit quality. Credit officers with the authority to extend credit are delegated specific authority based on risk and exposure amount, the use of which is closely monitored. Underwriting activities are centrally managed, and Credit Risk Management manages the policy and the authority delegation process directly. The Credit Risk Review function provides independent and objective assessments of the quality of underwriting and documentation, the accuracy of risk ratings and the charge-off, nonaccrual and reserve analysis process. The Bancorp’s credit review process and overall assessment of the adequacy of the ACL is based on quarterly assessments of the estimated losses expected in the loan and lease portfolio. The Bancorp uses these assessments to maintain an adequate ACL and record any necessary charge-offs. Certain loans and leases with probable or observed credit weaknesses receive enhanced monitoring and undergo a periodic review. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further information on the Bancorp’s credit rating categories, which are derived from standard regulatory rating definitions. In addition, stress testing is performed on various commercial and consumer portfolios utilizing various models. For certain portfolios, such as real estate and leveraged lending, stress testing is performed at the individual loan level during credit underwriting.

In addition to the individual review of larger commercial loans that exhibit probable or observed credit weaknesses, the commercial credit review process includes the use of two risk rating systems. The first of these risk rating systems is based on regulatory guidance for credit risk rating systems. These ratings are used by the Bancorp to monitor and manage its credit risk. The Bancorp also separately maintains a dual risk rating system for credit approval and pricing, portfolio monitoring and capital allocation that includes a “through-the-cycle” rating philosophy for assessing a borrower’s creditworthiness. This “through-the-cycle” rating philosophy uses a grading scale that assigns ratings based on average default rates through an entire business cycle for borrowers with similar financial performance. The dual risk rating system includes thirteen categories for estimating probabilities of default and an additional eleven categories for estimating losses given an event of default. The probability of default and loss given default evaluations are not separated in the regulatory risk rating system.

The Bancorp utilizes internally developed models to estimate expected credit losses for portfolio loans and leases. For loans and leases that are collectively evaluated, the Bancorp utilizes these models to forecast expected credit losses over a reasonable and supportable forecast period based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. Refer to Note 3 of the Notes to Condensed Consolidated Financial Statements for additional information about the Bancorp’s processes for developing these models, for estimating credit losses for periods beyond the reasonable and supportable forecast period and for estimating credit losses for individually evaluated loans.

For the commercial portfolio segment, the estimated probabilities of default are primarily based on the probability of default ratings assigned under the through-the-cycle dual risk rating system and historical observations of how those ratings migrate to a default over time in the context of macroeconomic conditions. For loans with available credit, the estimate of the expected balance at the time of default considers expected utilization rates, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions.

For collectively evaluated loans in the consumer and residential mortgage portfolio segments, the Bancorp’s expected credit loss models primarily utilize the borrower’s FICO score and delinquency history in combination with macroeconomic conditions when estimating the probability of default. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions. The expected balance at the estimated date of default is also especially impactful in
36

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
the expected credit loss models for portfolio classes which generally have longer terms (such as residential mortgage loans and home equity) and portfolio classes containing a high concentration of loans with revolving privileges (such as home equity). The estimate of the expected balance at the time of default considers expected prepayment and utilization rates where applicable, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. The Bancorp also utilizes various scoring systems, analytical tools and portfolio performance monitoring processes to assess the credit risk of the consumer and residential mortgage portfolios.

Overview
Longer-term interest rates increased throughout the third quarter of 2023 as economic growth accelerated and the U.S. Treasury indicated that it would begin the process of issuing a higher proportion of debt with longer-term maturities in 2024. At the September 2023 FOMC meeting, FRB officials said a “soft landing” is the goal but is secondary to restoring price stability. Resilient consumer demand has supported the soft landing narrative in financial markets and has led the market to reflect the expected higher-for-longer monetary policy into market interest rates. With monetary policy at a restrictive level, the FOMC has transitioned to a data-dependent approach where future monetary policy decisions will be based on the strength of the economic data.

The downside risks to the economic outlook continue to increase as persistent inflation above the FRB’s 2% target may force the FOMC to keep interest rates higher for longer. The rise in longer-term rates during the third quarter of 2023 has the potential to adversely impact asset prices and economic activity. Heightened geopolitical tensions may also lead to increased economic uncertainty and volatility as well as higher commodity prices, reversing some of the easing seen recently in headline inflation. Against this backdrop, tighter liquidity in the banking sector is limiting the supply of credit in the economy. Over time, these factors may adversely impact business investment, job growth and consumer spending which could lead to a recession.

Loan Modifications to Borrowers Experiencing Financial Difficulty
On January 1, 2023, the Bancorp adopted ASU 2022-02, which eliminated the accounting guidance on TDRs for creditors for all loan modifications to borrowers experiencing financial difficulty occurring on or after January 1, 2023. For further information on the Bancorp’s adoption of ASU 2022-02, refer to Note 3 and Note 6 of the Notes to Condensed Consolidated Financial Statements.

Commercial Portfolio
The Bancorp’s credit risk management strategy seeks to minimize concentrations of risk through diversification. The Bancorp has commercial loan concentration limits based on industry, lines of business within the commercial segment, geography and credit product type. The risk within the commercial loan and lease portfolio is managed and monitored through an underwriting process utilizing detailed origination policies, continuous loan level reviews, monitoring of industry concentration and product type limits and continuous portfolio risk management reporting.

The Bancorp is closely monitoring various economic factors and their impacts on commercial borrowers, including, but not limited to, the level of inflation, higher-for-longer interest rates, labor and supply chain issues, volatility and changes in consumer discretionary spending patterns, including debt and default levels. The Bancorp maintains focus on disciplined client selection, adherence to underwriting policy and attention to concentrations.

The Bancorp provides loans to a variety of customers ranging from large multinational firms to middle market businesses, sole proprietors and high net worth individuals. The origination policies for commercial and industrial loans outline the risks and underwriting requirements for loans to businesses in various industries. Included in the policies are maturity and amortization terms, collateral and leverage requirements, cash flow coverage measures and hold limits. The Bancorp aligns credit and sales teams with specific industry and regional expertise to better monitor and manage different industry and geographic segments of the portfolio.
37

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides detail on commercial loans and leases by industry classification (as defined by the North American Industry Classification System), by loan size and by state, illustrating the diversity and granularity of the Bancorp’s commercial loans and leases as of:
TABLE 27: Commercial Loan and Lease Portfolio (excluding loans and leases held for sale)
September 30, 2023December 31, 2022
($ in millions)OutstandingExposureNonaccrualOutstandingExposureNonaccrual
By Industry:
Real estate$12,205 19,802 4 11,275 17,938 25 
Financial services and insurance10,138 21,638 — 9,927 20,674 — 
Manufacturing10,044 20,383 58 11,024 21,174 88 
Business services6,290 10,871 58 5,971 10,240 4 
Healthcare5,784 8,173 8 5,576 7,838 28 
Wholesale trade5,307 10,367 7 5,538 10,620 4 
Accommodation and food4,319 7,113 24 4,340 7,028 10 
Retail trade4,106 10,156 88 4,495 10,570 9 
Communication and information3,154 6,498 — 3,428 6,944 — 
Mining3,125 6,212 — 3,634 6,811 — 
Construction2,757 6,496 11 2,945 6,265 15 
Transportation and warehousing2,460 4,519 4 2,621 4,664 2 
Utilities2,035 3,955 — 1,862 4,172 — 
Entertainment and recreation1,646 3,070 8 1,729 3,053 67 
Other services1,138 1,619 6 1,088 1,484 9 
Agribusiness370 578 — 456 651 — 
Public administration212 328 4 343 451 1 
Individuals28 77 1 76 117 — 
Other— — — 61 62 1 
Total$75,118 141,855 281 76,389 140,756 263 
By Loan Size:
Less than $1 million4  %3 20 4 3 17 
$1 million to $5 million7 7 10 7 6 12 
$5 million to $10 million5 4 4 5 4 17 
$10 million to $25 million13 11 36 14 12 28 
$25 million to $50 million25 23 — 23 22 26 
Greater than $50 million46 52 30 47 53 — 
Total100  %100 100 100 100 100 
By State:
California10 %9 6 9 8 3 
Texas9 9 4 9 9 9 
Illinois9 8 8 9 9 30 
Ohio8 11 5 9 11 8 
Florida7 7 44 7 7 6 
New York6 6 — 6 6 — 
Michigan5 5 4 5 5 5 
Georgia4 4 1 4 4 1 
Indiana3 3 1 3 3 — 
Tennessee3 3 1 3 3 2 
North Carolina3 2 1 3 2 2 
South Carolina3 2 1 2 2 — 
Other30 31 24 31 31 34 
Total100  %100 100 100 100 100 

The origination policies for commercial real estate outline the risks and underwriting requirements for owner and nonowner-occupied and construction lending. Included in the policies are maturity and amortization terms, maximum LTVs, minimum debt service coverage ratios, construction loan monitoring procedures, appraisal requirements, pre-leasing requirements (as applicable), pro forma analysis requirements and interest rate sensitivity. The Bancorp requires a valuation of real estate collateral, which may include third-party appraisals, be performed at the time of origination and renewal in accordance with regulatory requirements and on an as-needed basis when market conditions justify. The Bancorp maintains an appraisal review department to order and review third-party appraisals in accordance with regulatory requirements.
38

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Nonaccrual assets with relationships exceeding $1 million are reviewed quarterly to assess the appropriateness of the value ascribed in the assessment of charge-offs and specific reserves. Additionally, collateral values are also reviewed at least annually for all criticized assets.

The Bancorp assesses all real estate and non-real estate collateral securing a loan and considers all cross-collateralized loans in the calculation of the LTV ratio. The following tables provide detail on the most recent LTV ratios for commercial mortgage loans greater than $1 million, excluding commercial mortgage loans that are individually evaluated for an ACL. The Bancorp does not typically aggregate the LTV ratios for commercial mortgage loans less than $1 million.
TABLE 28: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million
As of September 30, 2023 ($ in millions)LTV > 100%LTV 80-100%LTV < 80%
Commercial mortgage owner-occupied loans$52 344 3,867 
Commercial mortgage nonowner-occupied loans— 16 4,465 
Total$52 360 8,332 
TABLE 29: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million
As of December 31, 2022 ($ in millions)LTV > 100%LTV 80-100%LTV < 80%
Commercial mortgage owner-occupied loans$63 5333,566
Commercial mortgage nonowner-occupied loans4 654,510
Total$67 5988,076

The Bancorp views nonowner-occupied commercial real estate as a higher credit risk product compared to some other commercial loan portfolios due to the higher volatility of the industry.

The following tables provide an analysis of nonowner-occupied commercial real estate loans by state (excluding loans held for sale):
TABLE 30: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
As of September 30, 2023 ($ in millions)
For the three months ended September 30, 2023
For the nine months ended September 30, 2023
OutstandingExposure90 Days
Past Due		NonaccrualNet Charge-offsNet Charge-offs
By State:
Illinois$1,337 1,635 — 2 — — 
Florida1,200 2,073 — — — — 
Ohio1,147 1,580 — — — — 
South Carolina954 1,165 — — — — 
Michigan777 1,137 — — — — 
Texas698 1,360 — — — — 
California682 1,169 — — — — 
Georgia449 851 — — — — 
All other states3,176 5,295 — — — — 
Total$10,420 16,265 — 2 — — 
(a)Included in commercial mortgage loans and commercial construction loans in the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A.

39

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 31: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
As of September 30, 2022 ($ in millions)
For the three months ended September 30, 2022
For the nine months ended September 30, 2022
OutstandingExposure90 Days
Past Due		NonaccrualNet Charge-offsNet Charge-offs
By State:
Illinois$1,510 1,709 — 24 — — 
Florida1,168 1,902 — — — — 
Ohio1,076 1,465 — — — — 
South Carolina770 960 — — — — 
Michigan868 1,146 — — — — 
Texas822 1,357 — — — — 
California581 923 — — — — 
Georgia405 889 — — — — 
All other states3,395 5,137 — 1 — 3 
Total$10,595 15,488 — 25 — 3 
(a)Included in commercial mortgage loans and commercial construction loans in the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A.

Consumer Portfolio
The Bancorp’s consumer portfolio is materially comprised of five categories of loans: residential mortgage loans, home equity, indirect secured consumer loans, credit card and other consumer loans. The Bancorp has identified certain credit characteristics within these five categories of loans which it believes represent a higher level of risk compared to the rest of the consumer loan portfolio. The Bancorp does not update LTVs for the consumer portfolio subsequent to origination except as part of the charge-off process for real estate secured loans. The Bancorp actively manages the consumer portfolio through concentration limits, which mitigate credit risk through limiting the exposure to lower FICO scores, higher LTVs, specific geographic concentration risks and additional risk elements.

The Bancorp continues to ensure that underwriting standards and guidelines adequately account for the broader economic conditions that the consumer portfolio faces in a rising-rate environment. Guidelines are designed to ensure that the various consumer products fall within the Bancorp’s risk appetite. These guidelines will be monitored and adjusted as deemed appropriate in response to the prevailing economic conditions while remaining within the Bancorp’s risk tolerance limits.

The payment structures for certain variable rate products (such as residential mortgage loans, home equity and credit card) are susceptible to changes in benchmark interest rates. With increases in interest rates, minimum payments on these products also increase, raising the potential for the environment to be disruptive to some borrowers. The Bancorp actively monitors the portion of its consumer portfolio that is susceptible to increases in minimum payments and continues to assess the impact on the overall risk appetite and soundness of the portfolio.

Residential mortgage portfolio
The Bancorp manages credit risk in the residential mortgage portfolio through underwriting guidelines that limit exposure to loan characteristics determined to influence credit risk. Additionally, the portfolio is governed by concentration limits that ensure geographic, product and channel diversification. The Bancorp may also package and sell loans in the portfolio.

The Bancorp does not originate residential mortgage loans that permit customers to defer principal payments or make payments that are less than the accruing interest. The Bancorp originates both fixed-rate and ARM loans. Within the ARM portfolio, approximately $523 million of ARM loans will have rate resets during the next twelve months. Of these resets, substantially all are expected to experience an increase in rate, with an average increase of approximately 1.81%. Underlying characteristics of these borrowers are relatively strong with a weighted average origination DTI of 35% and weighted average origination LTV of 72%.

Certain residential mortgage products have characteristics that may increase the Bancorp’s credit loss rates in the event of a decline in housing values. These types of mortgage products offered by the Bancorp include loans with high LTVs, multiple loans secured by the same collateral that when combined result in an LTV greater than 80% and interest-only loans. The Bancorp has deemed residential mortgage loans with greater than 80% LTVs and no mortgage insurance as loans that represent a higher level of risk.

40

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides an analysis of the residential mortgage portfolio loans outstanding by LTV at origination as of:

TABLE 32: Residential Mortgage Portfolio Loans by LTV at Origination
September 30, 2023December 31, 2022
($ in millions)
Outstanding		Weighted-
Average LTV
Outstanding		Weighted-
Average LTV
LTV ≤ 80%$11,923 62.6  %$12,395 61.9 %
LTV > 80%, with mortgage insurance(a)
3,002 95.1 3,092 94.7 
LTV > 80%, no mortgage insurance2,368 91.2 2,141 90.5 
Total$17,293 72.2  %$17,628 71.3 %
(a)Includes loans with either borrower or lender paid mortgage insurance.

The following tables provide an analysis of the residential mortgage portfolio loans outstanding by state with a greater than 80% LTV at origination and no mortgage insurance:
TABLE 33: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance
As of September 30, 2023 ($ in millions)
For the three months ended September 30, 2023
For the nine months ended September 30, 2023
Outstanding90 Days Past
Due and Accruing		NonaccrualNet Charge-offsNet (Recoveries) Charge-offs
By State:
Ohio$521 — 8 — — 
Illinois472 1 4 — — 
Florida425 — 2 — (1)
Indiana174 — 2 — — 
Michigan167 — 2 — — 
North Carolina163 — 1 — — 
Kentucky127 — 1 — — 
All other states319 — 5 — — 
Total$2,368 1 25 — (1)

TABLE 34: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance
As of September 30, 2022 ($ in millions)
For the three months ended
September 30, 2022
For the nine months ended
September 30, 2022
Outstanding90 Days Past
Due and Accruing		NonaccrualNet Charge-offsNet (Recoveries) Charge-offs
By State:
Ohio$532 — 10 — — 
Illinois477 1 5 — — 
Florida392 — 3 — (1)
Indiana167 — 2 — — 
Michigan173 — 1 — — 
North Carolina166 — — — — 
Kentucky128 — 1 — — 
All other states323 — 6 — — 
Total$2,358 1 28 — (1)

Home equity portfolio
The Bancorp’s home equity portfolio is primarily comprised of home equity lines of credit. Beginning in the first quarter of 2013, the Bancorp’s newly originated home equity lines of credit have a 10-year interest-only draw period followed by a 20-year amortization period. The home equity line of credit previously offered by the Bancorp was a revolving facility with a 20-year term, minimum payments of interest-only and a balloon payment of principal at maturity. Approximately 30% of the outstanding balances of the Bancorp’s portfolio of home equity lines of credit have a balloon structure at maturity. Peak maturity years for the balloon home equity lines of credit are 2025 to 2028 and approximately 9% of the balances mature before 2025.

The ALLL provides coverage for expected losses in the home equity portfolio. The allowance attributable to the portion of the home equity portfolio that is collectively evaluated is determined on a pooled basis using a probability of default, loss given default and exposure at default model framework to generate expected losses. The expected losses for the home equity portfolio are dependent upon loan
41

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
delinquency, FICO scores, LTV, loan age and their historical correlation with macroeconomic variables including unemployment and the home price index. The expected losses generated from models are adjusted by certain qualitative adjustment factors to reflect risks associated with current conditions and trends. The qualitative factors include adjustments for changes in policies or procedures in underwriting, monitoring or collections, economic conditions, portfolio mix, lending and risk management personnel, results of internal audit and quality control reviews, collateral values and geographic concentrations.

The home equity portfolio is managed in two primary groups: loans outstanding with a combined LTV greater than 80% and those loans with an LTV of 80% or less based upon appraisals at origination. For additional information on these loans, refer to Table 36 and Table 37. Of the total $3.9 billion of outstanding home equity loans:
•76% reside within the Bancorp’s Midwest footprint of Ohio, Michigan, Illinois, Indiana and Kentucky as of September 30, 2023;
•35% are in senior lien positions and 65% are in junior lien positions at September 30, 2023;
•76% of non-delinquent borrowers made at least one payment greater than the minimum payment during the three months ended September 30, 2023; and
•The portfolio had a weighted average refreshed FICO score of 750 at September 30, 2023.

The Bancorp actively manages lines of credit and makes adjustments in lending limits when it believes it is necessary based on FICO score deterioration and property devaluation. The Bancorp does not routinely obtain appraisals on performing loans to update LTVs after origination. However, the Bancorp monitors the local housing markets by reviewing various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring processes. For junior lien home equity loans which become 60 days or more past due, the Bancorp tracks the performance of the senior lien loans in which the Bancorp is the servicer and utilizes consumer credit bureau attributes to monitor the status of the senior lien loans that the Bancorp does not service. If the senior lien loan is found to be 120 days or more past due, the junior lien home equity loan is placed on nonaccrual status unless both loans are well-secured and in the process of collection. Additionally, if the junior lien home equity loan becomes 120 days or more past due and the senior lien loan is also 120 days or more past due, the junior lien home equity loan is assessed for charge-off. Refer to the Analysis of Nonperforming Assets subsection of the Risk Management section of MD&A, Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022 and Note 3 of the Notes to Condensed Consolidated Financial Statements for more information.

The following table provides an analysis of home equity portfolio loans outstanding disaggregated based upon refreshed FICO score as of:
TABLE 35: Home Equity Portfolio Loans Outstanding by Refreshed FICO Score
September 30, 2023December 31, 2022
($ in millions)Outstanding% of TotalOutstanding% of Total
Senior Liens:
FICO ≤ 659$110 3  %$122 3  %
FICO 660-719186 4 205 5 
FICO ≥ 7201,088 28 1,262 31 
Total senior liens$1,384 35 %$1,589 39 %
Junior Liens:
FICO ≤ 659209 5 211 5 
FICO 660-719445 12 433 11 
FICO ≥ 7201,860 48 1,806 45 
Total junior liens$2,514 65 %$2,450 61 %
Total$3,898 100  %$4,039 100  %
42

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The Bancorp believes that home equity portfolio loans with a greater than 80% LTV (including senior liens, if applicable) present a higher level of risk. The following table provides an analysis of the home equity portfolio loans outstanding in a senior and junior lien position by LTV at origination as of:
TABLE 36: Home Equity Portfolio Loans Outstanding by LTV at Origination
September 30, 2023December 31, 2022

($ in millions)
Outstanding		Weighted-
Average LTV
Outstanding		Weighted-
Average LTV
Senior Liens:
LTV ≤ 80%$1,222 51.0  %$1,395 52.1  %
LTV > 80%162 88.9 194 88.8 
Total senior liens
$1,384 55.7 %$1,589 56.8 %
Junior Liens:
LTV ≤ 80%1,716 65.1 1,628 65.6 
LTV > 80%798 88.8 822 89.2 
Total junior liens
$2,514 73.1 %$2,450 74.1 %
Total$3,898 66.8  %$4,039 67.2  %

The following tables provide an analysis of home equity portfolio loans outstanding by state with a LTV greater than 80% (including senior liens, if applicable) at origination:
TABLE 37: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination
As of September 30, 2023 ($ in millions)
For the three months ended
September 30, 2023
For the nine months ended
September 30, 2023
OutstandingExposure90 Days Past
Due and Accruing		NonaccrualNet Charge-offsNet (Recoveries) Charge-offs
By State:
Ohio$294 818 — 6 — — 
Illinois147 349 — 3 — (1)
Michigan143 402 — 2 — — 
Indiana95 252 — 2 — — 
Florida84 205 — 2 — — 
Kentucky81 214 — 1 — — 
All other states116 302 — 3 — — 
Total$960 2,542 — 19 — (1)

TABLE 38: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination
As of September 30, 2022 ($ in millions)
For the three months ended
September 30, 2022
For the nine months ended
September 30, 2022
OutstandingExposure90 Days Past
Due and Accruing		NonaccrualNet (Recoveries) Charge-offsNet (Recoveries) Charge-offs
By State:
Ohio$318 865 — 8 — (1)
Illinois168 370 1 4 — (1)
Michigan163 441 — 3 (1)(1)
Indiana98 259 — 2 — — 
Florida75 185 — 2 — — 
Kentucky84 220 — 1 — — 
All other states112 293 — 3 — — 
Total$1,018 2,633 1 23 (1)(3)

Indirect secured consumer portfolio
The indirect secured consumer portfolio is comprised of $12.3 billion of automobile loans and $3.1 billion of indirect motorcycle, powersport, recreational vehicle and marine loans as of September 30, 2023. All concentration and guideline changes are monitored monthly to ensure alignment with original credit performance and return projections.

43

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides an analysis of indirect secured consumer portfolio loans outstanding disaggregated based upon FICO score at origination as of:
TABLE 39: Indirect Secured Consumer Portfolio Loans Outstanding by FICO Score at Origination
September 30, 2023December 31, 2022
($ in millions)
Outstanding
% of Total
Outstanding
% of Total
FICO ≤ 659$204 1  %$248 1  %
FICO 660-7193,209 21 3,564 22 
FICO ≥ 72012,021 78 12,740 77 
Total$15,434 100  %$16,552 100  %

It is a common industry practice to advance on these types of loans an amount in excess of the collateral value due to the inclusion of negative equity trade-in, maintenance/warranty products, taxes, title and other fees paid at closing. The Bancorp monitors its exposure to these higher risk loans.

The following table provides an analysis of indirect secured consumer portfolio loans outstanding by LTV at origination as of:
TABLE 40: Indirect Secured Consumer Portfolio Loans Outstanding by LTV at Origination
September 30, 2023December 31, 2022
($ in millions)OutstandingWeighted- Average LTVOutstandingWeighted- Average LTV
LTV ≤ 100%$11,321 79.6  %$12,087 79.6  %
LTV > 100%4,113 110.3 4,465 110.5 
Total$15,434 87.7  %$16,552 87.9  %

The following table provides an analysis of the Bancorp’s indirect secured consumer portfolio loans outstanding with an LTV greater than 100% at origination:
TABLE 41: Indirect Secured Consumer Portfolio Loans Outstanding with an LTV Greater than 100% at Origination
As of ($ in millions)
Outstanding		90 Days Past
Due and Accruing		NonaccrualNet Charge-offs for the
Three Months Ended
Net Charge-offs for the
Nine Months Ended
September 30, 2023$4,113 — 15 9 27 
September 30, 20224,460 7 9 6 14 

Credit card portfolio
The credit card portfolio consists of predominantly prime accounts with 98% of balances existing within the Bancorp’s footprint at both September 30, 2023 and December 31, 2022. At September 30, 2023 and December 31, 2022, 71% and 72%, respectively, of the outstanding balances were originated through branch-based relationships with the remainder coming from direct mail campaigns and online acquisitions.

Given the variable nature of the credit card portfolio, interest rate increases impact this product and it is regularly monitored to ensure the portfolio remains within the Bancorp’s risk tolerance.

The following table provides an analysis of the Bancorp’s outstanding credit card portfolio disaggregated based upon FICO score at origination as of:
TABLE 42: Credit Card Portfolio Loans Outstanding by FICO Score at Origination
September 30, 2023December 31, 2022
($ in millions)Outstanding% of TotalOutstanding% of Total
FICO ≤ 659$73 4  %$80 4  %
FICO 660-719509 28 528 28 
FICO ≥ 7201,235 68 1,266 68 
Total$1,817 100  %$1,874 100  %

Other consumer portfolio loans
Other consumer portfolio loans are comprised of secured and unsecured loans originated through the Bancorp’s branch network, point-of-sale solar energy installation and home improvement loans originated through a network of contractors and installers, and other point-of-sale loans originated or purchased in connection with third-party companies. Loans originated in connection with one third-party point-of-sale company are impacted by certain credit loss protection coverage provided by that company. The Bancorp discontinued origination of new loans with this third-party company in September 2022.
44

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

The following table provides an analysis of other consumer portfolio loans outstanding by product type as of:
TABLE 43: Other Consumer Portfolio Loans Outstanding by Product Type
September 30, 2023December 31, 2022
($ in millions)Outstanding% of Total
Outstanding
% of Total
Point-of-sale, primarily solar energy installation$4,191 64 %$2,297 46 %
Third-party point-of-sale942 14 1,262 25 
Other secured884 14 909 18 
Unsecured511 8 530 11 
Total$6,528 100  %$4,998 100 %

Analysis of Nonperforming Assets
Nonperforming assets include nonaccrual loans and leases for which ultimate collectability of the full amount of the principal and/or interest is uncertain and certain other assets, including OREO and other repossessed property. A summary of nonperforming assets is included in Table 44. For further information on the Bancorp’s policies related to accounting for delinquent and nonperforming loans and leases, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Nonaccrual Loans and Leases section of Note 3 of the Notes to Condensed Consolidated Financial Statements.

Nonperforming assets were $618 million at September 30, 2023 compared to $539 million at December 31, 2022. Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO were 0.51% and 0.44% at September 30, 2023 and December 31, 2022, respectively. Nonaccrual loans and leases secured by real estate were 36% of nonaccrual loans and leases as of September 30, 2023 compared to 42% as of December 31, 2022.

Portfolio commercial nonaccrual loans and leases were $281 million at September 30, 2023, an increase of $18 million from December 31, 2022. Portfolio consumer nonaccrual loans were $289 million at September 30, 2023, an increase of $37 million from December 31, 2022. Refer to Table 45 for a rollforward of portfolio nonaccrual loans and leases.

OREO and other repossessed property was $42 million and $24 million at September 30, 2023 and December 31, 2022, respectively. The Bancorp recognized losses of $7 million and $8 million on the transfer, sale or write-down of OREO properties for the three and nine months ended September 30, 2023, respectively. The Bancorp recognized an immaterial amount of losses on the transfer, sale or write-down of OREO properties for both the three and nine months ended September 30, 2022.

For the three and nine months ended September 30, 2023, approximately $13 million and $35 million, respectively, of interest income would have been recognized if the nonaccrual portfolio loans and leases had been current in accordance with their contractual terms compared to $9 million and $24 million for the same periods in the prior year. Although these values help demonstrate the costs of carrying nonaccrual credits, the Bancorp does not expect to recover the full amount of interest as nonaccrual loans and leases are generally carried below their principal balance.

45

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 44: Summary of Nonperforming Assets and Delinquent Loans and Leases
As of ($ in millions)September 30,
2023		December 31,
2022
Nonaccrual portfolio loans and leases:
Commercial and industrial loans$262 215 
Commercial mortgage loans18 40 
Commercial construction loans— 8 
Commercial leases1 — 
Residential mortgage loans127 124 
Home equity58 67 
Indirect secured consumer loans31 29 
Credit card32 27 
Other consumer loans41 5 
Total nonaccrual portfolio loans and leases(a)
$570 515 
OREO and other repossessed property(c)
42 24 
Total nonperforming portfolio loans and leases and OREO$612 539 
Nonaccrual loans held for sale6 — 
Total nonperforming assets$618 539 
Total portfolio loans and leases 90 days past due and still accruing:
Commercial and industrial loans$3 11 
Commercial leases— 2 
Residential mortgage loans(b)
6 7 
Home equity— 1 
Credit card20 18 
Other consumer loans— 1 
Total portfolio loans and leases 90 days past due and still accruing$29 40 
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO0.51 %0.44 
Nonperforming portfolio loans and leases as a percent of portfolio loans and leases0.47 0.42 
ACL as a percent of nonperforming portfolio loans and leases443 468 
ACL as a percent of nonperforming portfolio assets413 447 
(a)Includes $17 and $15 of nonaccrual government insured commercial loans whose repayments are insured by the SBA as of September 30, 2023 and December 31, 2022, respectively.
(b)Information for all periods presented excludes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. These advances were $143 as of September 30, 2023 and $212 as of December 31, 2022. The Bancorp recognized losses of $1 and an immaterial amount for the three months ended September 30, 2023 and 2022, respectively, and $2 for both the nine months ended September 30, 2023 and 2022, due to claim denials and curtailments associated with these insured or guaranteed loans.
(c)Includes $21 and $10 of branch-related real estate no longer intended to be used for banking purposes as of September 30, 2023 and December 31, 2022, respectively.

The following tables provide a rollforward of portfolio nonaccrual loans and leases, by portfolio segment:
TABLE 45: Rollforward of Portfolio Nonaccrual Loans and Leases
For the nine months ended September 30, 2023 ($ in millions)
CommercialResidential MortgageConsumerTotal
Balance, beginning of period$263 124 128 515 
Transfers to nonaccrual status359 52 276 687 
Transfers to accrual status(59)(21)(69)(149)
Transfers to held for sale(10)— — (10)
Loan paydowns/payoffs(138)(25)(48)(211)
Transfers to OREO— (6)(8)(14)
Charge-offs(140)— (117)(257)
Draws/other extensions of credit6 3 — 9 
Balance, end of period$281 127 162 570 

46

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 46: Rollforward of Portfolio Nonaccrual Loans and Leases
For the nine months ended September 30, 2022 ($ in millions)
CommercialResidential MortgageConsumerTotal
Balance, beginning of period$337 33 128 498 
Transfers to nonaccrual status194 120 97 411 
Transfers to accrual status(2)(22)(52)(76)
Transfers to held for sale(23)— — (23)
Loan paydowns/payoffs(117)(15)(41)(173)
Transfers to OREO— (3)— (3)
Charge-offs(95)— (23)(118)
Draws/other extensions of credit4 2 — 6 
Balance, end of period$298 115 109 522 

Analysis of Net Loan Charge-offs
Net charge-offs were 41 bps and 21 bps of average portfolio loans and leases for the three months ended September 30, 2023 and 2022, respectively, and were 32 bps and 18 bps of average portfolio loans and leases for the nine months ended September 30, 2023 and 2022, respectively. Table 47 provides a summary of credit loss experience and net charge-offs as a percentage of average portfolio loans and leases outstanding by loan category.

The ratio of commercial loan and lease net charge-offs as a percent of average portfolio commercial loans and leases increased to 34 bps and 22 bps during the three and nine months ended September 30, 2023, respectively, compared to 17 bps and 14 bps during the same periods in the prior year primarily due to increases in net charge-offs on commercial and industrial loans of $31 million and $51 million for the three and nine months ended September 30, 2023, respectively.

The ratio of consumer loan net charge-offs as a percent of average portfolio consumer loans increased to 53 bps and 48 bps during the three and nine months ended September 30, 2023, respectively, compared to 28 bps and 26 bps during the same periods in the prior year primarily due to increases in net charge-offs on other consumer loans of $16 million and $45 million for the three and nine months ended September 30, 2023, respectively, and increases in net charge-offs on indirect secured consumer loans of $9 million and $25 million for the three and nine months ended September 30, 2023, respectively.

47

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
TABLE 47: Summary of Credit Loss Experience
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Losses charged-off:
Commercial and industrial loans$(70)(46)(138)(91)
Commercial mortgage loans— — (1)— 
Commercial construction loans— — (1)(3)
Commercial leases— (1)— (1)
Residential mortgage loans(1)(1)(3)(2)
Home equity(2)(2)(6)(7)
Indirect secured consumer loans(27)(18)(75)(48)
Credit card(19)(15)(59)(51)
Other consumer loans(a)
(39)(21)(106)(56)
Total losses charged-off$(158)(104)(389)(259)
Recoveries of losses previously charged-off:
Commercial and industrial loans$5 12 11 15 
Commercial mortgage loans— — 1 1 
Commercial construction loans— 1 — 1 
Commercial leases1 2 1 2 
Residential mortgage loans1 2 3 4 
Home equity2 3 5 9 
Indirect secured consumer loans8 8 27 25 
Credit card4 3 13 12 
Other consumer loans(a)
13 11 36 31 
Total recoveries of losses previously charged-off$34 42 97 100 
Net losses charged-off:
Commercial and industrial loans$(65)(34)(127)(76)
Commercial mortgage loans— — — 1 
Commercial construction loans— 1 (1)(2)
Commercial leases1 1 1 1 
Residential mortgage loans— 1 — 2 
Home equity— 1 (1)2 
Indirect secured consumer loans(19)(10)(48)(23)
Credit card(15)(12)(46)(39)
Other consumer loans(26)(10)(70)(25)
Total net losses charged-off$(124)(62)(292)(159)
Net losses charged-off as a percent of average portfolio loans and leases:
Commercial and industrial loans0.45 %0.24 0.29 0.18 
Commercial mortgage loans— (0.01)0.01 (0.01)
Commercial construction loans— (0.08)0.03 0.05 
Commercial leases(0.08)(0.12)(0.05)(0.05)
Total commercial loans and leases0.34 %0.17 0.22 0.14 
Residential mortgage loans— (0.02)— (0.02)
Home equity0.03 (0.08)0.02 (0.07)
Indirect secured consumer loans0.47 0.24 0.39 0.18 
Credit card3.25 2.69 3.43 3.02 
Other consumer loans1.67 1.10 1.58 1.07 
Total consumer loans0.53 %0.28 0.48 0.26 
Total net losses charged-off as a percent of average portfolio loans and leases0.41 %0.21 0.32 0.18 
(a)The Bancorp recorded $8 and $26 in both losses charged off and recoveries of losses previously charged off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements for the three and nine months ended September 30, 2023, respectively, compared to $8 and $23 for the three and nine months ended September 30, 2022, respectively.
48

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Allowance for Credit Losses
The allowance for credit losses is comprised of the ALLL and the reserve for unfunded commitments. As described in Note 3 of the Notes to Condensed Consolidated Financial Statements, the Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases (as adjusted for prepayments). The Bancorp’s methodology for determining the ALLL includes an estimate of expected credit losses on a collective basis for groups of loans and leases with similar risk characteristics and specific allowances for loans and leases which are individually evaluated. For collectively evaluated loans and leases, the Bancorp uses quantitative models to forecast expected credit losses based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. The Bancorp’s expected credit loss models consider historical credit loss experience, current market and economic conditions, and forecasted changes in market and economic conditions if such forecasts are considered reasonable and supportable.

The Bancorp also considers qualitative factors in determining the ALLL. Qualitative adjustments are used to capture characteristics in the portfolio that impact expected credit losses which are not fully captured within the Bancorp’s expected credit loss models. These factors include adjustments for changes in policies or procedures in underwriting, monitoring or collections, lending and risk management personnel and results of internal audit and quality control reviews. In addition, the qualitative adjustment framework can be utilized to address specific idiosyncratic risks such as geopolitical events, natural disasters or changes in current economic conditions that are not reflected in the quantitative credit loss models, and their effects on regional borrowers and changes in product structures. Qualitative factors may also be used to address the impacts of unforeseen events on key inputs and assumptions within the Bancorp’s expected credit loss models, such as the reasonable and supportable forecast period, changes to historical loss information or changes to the reversion period or methodology.

In addition to the ALLL, the Bancorp maintains a reserve for unfunded commitments recorded in other liabilities in the Condensed Consolidated Balance Sheets. The methodology used to determine the adequacy of this reserve is similar to the Bancorp’s methodology for determining the ALLL. The provision for unfunded commitments is included in the provision for credit losses in the Condensed Consolidated Statements of Income.

For the commercial portfolio segment, the estimates for probability of default are primarily based on internal ratings assigned to each commercial borrower on a 13-point scale and historical observations of how those ratings migrate to a default over time in the context of macroeconomic conditions. For loans with available credit, the estimate of the expected balance at the time of default considers expected utilization rates, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions.

For collectively evaluated loans in the consumer and residential mortgage portfolio segments, the Bancorp’s expected credit loss models primarily utilize the borrower’s FICO score and delinquency history in combination with macroeconomic conditions when estimating the probability of default. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions. The expected balance at the estimated date of default is also especially impactful in the expected credit loss models for portfolio classes which generally have longer terms (such as residential mortgage loans and home equity) and portfolio classes containing a high concentration of loans with revolving privileges (such as home equity). The estimate of the expected balance at the time of default considers expected prepayment and utilization rates where applicable, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions.

At both September 30, 2023 and December 31, 2022, the Bancorp used three forward-looking economic scenarios during the reasonable and supportable forecast period in its expected credit loss models to address the inherent imprecision in macroeconomic forecasting. Each of the three scenarios was developed by a third party that is subject to the Bancorp’s Third-Party Risk Management program including oversight by the Bancorp’s independent model risk management group. The scenarios included a most likely outcome (Baseline) and two less probable scenarios with one being more favorable than the Baseline and the other being less favorable. The more favorable alternative scenario (Upside) depicted a stronger near-term growth outlook while the less favorable outlook (Downside) depicted a moderate recession.

The Baseline scenario was developed such that the expectation is that the economy will perform better than the projection 50% of the time and worse than the projection 50% of the time. The Upside scenario was developed such that there is a 10% probability that the economy will perform better than the projection and a 90% probability that it will perform worse. The Downside scenario was developed such that there is a 90% probability that the economy will perform better than the projection and a 10% probability that it will perform worse.

September 30, 2023 ACL
The ACL as of September 30, 2023 was impacted by several factors, including decreases in specific reserves on individually evaluated commercial and industrial loans and lower period-end loan and lease balances, partially offset by deterioration in the economic forecast. As of September 30, 2023, the Bancorp’s economic scenarios included estimates of the expected impacts of the changes in economic conditions caused by inflationary and high interest rate pressures and the ongoing Russia-Ukraine conflict. At September 30, 2023, the Bancorp assigned an 80% probability weighting to the Baseline scenario and 10% to each of the Upside and Downside scenarios.

49

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The Baseline scenario assumed average annualized real GDP growth for 2023 at 2.0% with the forecast decreasing to 1.3% in 2024 and rebounding to 2.3% in 2025. The Baseline scenario also assumed an average unemployment rate of 3.6% for the remainder of 2023, increasing to an average of 4.0% for 2024 and an average of 4.2% in 2025. Relative to the target federal funds rate, the Baseline scenario assumed no further increases in 2023, with the target rate peaking at 5.3% in the third quarter of 2023. The Baseline scenario assumed an average federal funds rate of 5.1% in 2024, decreasing to 4.2% in 2025. Lastly, the Baseline scenario included a moderately cautious outlook for corporate profits, at an average percentage change from a year ago of (3.5%) for 2023, recovering to an average of 1.7% and 2.3% in 2024 and 2025, respectively. The Upside scenario assumed that, on an average annual basis, the change in real GDP would be 2.2% in 2023, increasing to 3.2% in 2024 and decreasing to an average of 2.5% in 2025. The Upside scenario also assumed an unemployment rate at an annual average of 3.5% and 3.1% in 2023 and 2024, respectively, slightly increasing back to 3.5% in 2025. In the Upside scenario, the forecast for the federal funds rate was generally consistent with the Baseline scenario. The Upside scenario also assumed a contraction in corporate profits to an average percentage change from a year ago of (3.2%) in 2023, recovering to an average of 4.1% in 2024, and continuing to increase to an average of 5.1% in 2025. The Downside scenario assumed that the U.S. economy falls into a recession in the fourth quarter of 2023. The Downside scenario assumed average annualized real GDP growth for 2023 at 1.8%, declining to an average of (1.7%) in 2024 and recovering to an average of 1.4% in 2025. The Downside scenario unemployment rate peaks at an average of 7.7% in the fourth quarter of 2024 and decreases to an average of 7.2% in 2025. In the Downside scenario, the forecast for the federal funds rate included a similar assumption as the Baseline scenario for 2023, followed by a decrease to an average target rate of 3.8% in 2024 and 1.4% in 2025. Lastly, the Downside scenario assumed a significant decrease in corporate profits at an average percentage change from a year ago of (7.0%) for 2023, further contracting at a rate of (20.0%) in 2024 and recovering to an average of 7.1% in 2025.

The Bancorp’s quantitative credit loss models are sensitive to changes in economic forecast assumptions over the reasonable and supportable forecast period. Applying a 100% probability weighting to the Downside scenario rather than using the probability-weighted three scenario approach would result in an increase in the quantitative ACL of approximately $2.4 billion. This sensitivity calculation only reflects the impact of changing the probability weighting of the scenarios in the quantitative credit loss models and excludes any additional considerations associated with the qualitative component of the ACL that might be warranted if probability weights were adjusted.

The following table provides a rollforward of the Bancorp’s ACL:
TABLE 48: Changes in Allowance for Credit Losses
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)
2023
2022
2023
2022
ALLL:
Balance, beginning of period$2,327 2,014 2,194 1,892 
Impact of adoption of ASU 2022-02(b)
— — (49)— 
Losses charged-off(a)
(158)(104)(389)(259)
Recoveries of losses previously charged-off(a)
34 42 97 100 
Provision for loan and lease losses137 147 487 366 
Balance, end of period$2,340 2,099 2,340 2,099 
Reserve for unfunded commitments:
Balance, beginning of period$207 188 216 182 
(Benefit from) provision for the reserve for unfunded commitments(18)11 (27)17 
Balance, end of period$189 199 189 199 
(a)The Bancorp recorded $8 and $26 in both losses charged off and recoveries of losses previously charged off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements for the three and nine months ended September 30, 2023, respectively, compared to $8 and $23 for the three and nine months ended September 30, 2022, respectively.
(b)Refer to Note 3 of the Notes to Condensed Consolidated Financial Statements for further information.











50

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table provides an attribution of the Bancorp’s ALLL to portfolio loans and leases:
TABLE 49: Attribution of Allowance for Loan and Lease Losses to Portfolio Loans and Leases
As of ($ in millions)September 30,
2023		December 31,
2022
Attributed ALLL:
Commercial and industrial loans$828 776 
Commercial mortgage loans276 246 
Commercial construction loans67 90 
Commercial leases16 15 
Residential mortgage loans155 245 
Home equity109 133 
Indirect secured consumer loans241 187 
Credit card229 254 
Other consumer loans419 248 
Total ALLL$2,340 2,194 
Portfolio loans and leases:
Commercial and industrial loans$55,790 57,232 
Commercial mortgage loans11,122 11,020 
Commercial construction loans5,582 5,433 
Commercial leases2,624 2,704 
Residential mortgage loans(a)
17,293 17,628 
Home equity3,898 4,039 
Indirect secured consumer loans15,434 16,552 
Credit card1,817 1,874 
Other consumer loans6,528 4,998 
Total portfolio loans and leases$120,088 121,480 
Attributed ALLL as a percent of respective portfolio loans and leases:
Commercial and industrial loans1.48  %1.36 
Commercial mortgage loans2.48 2.23 
Commercial construction loans1.20 1.66 
Commercial leases0.61 0.55 
Residential mortgage loans0.90 1.39 
Home equity2.80 3.29 
Indirect secured consumer loans1.56 1.13 
Credit card12.60 13.55 
Other consumer loans6.42 4.96 
Total ALLL as a percent of portfolio loans and leases1.95  %1.81 
Total ACL as a percent of portfolio loans and leases2.11 1.98 
(a)Includes residential mortgage loans measured at fair value of $113 at September 30, 2023 and $123 at December 31, 2022.

The Bancorp’s ALLL may vary significantly from period to period based on changes in economic conditions, economic forecasts and the composition and credit quality of the Bancorp’s loan and lease portfolio. For additional information on the Bancorp’s methodology for measuring the ALLL, refer to Note 3 of the Notes to Condensed Consolidated Financial Statements. For additional information on the Bancorp’s methodology for measuring the reserve for unfunded commitments, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.
51

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
INTEREST RATE AND PRICE RISK MANAGEMENT
Interest rate risk is the risk to earnings or capital arising from movement of interest rates. This risk primarily impacts the Bancorp’s income categories through changes in interest income on earning assets and the cost of interest-bearing liabilities, and through fee items that are related to interest-sensitive activities such as mortgage origination and servicing income and through earnings credits earned on commercial deposits that offset commercial deposit fees. Price risk is the risk to earnings or capital arising from changes in the value of financial instruments and portfolios due to movements in interest rates, volatilities, foreign exchange rates, equity prices and commodity prices. Management considers interest rate risk a prominent market risk in terms of its potential impact on earnings. Interest rate risk may occur for any one or more of the following reasons:

•Assets and liabilities mature or reprice at different times;
•Short-term and long-term market interest rates change by different amounts; or
•The expected maturities of various assets or liabilities shorten or lengthen as interest rates change.

In addition to the direct impact of interest rate changes on NII and interest-sensitive fees, interest rates can impact earnings through their effect on loan and deposit demand, credit losses, mortgage origination volumes, the value of servicing rights and other sources of the Bancorp’s earnings. Changes in interest rates and other market factors can impact earnings through changes in the value of portfolios, if not appropriately hedged. Stability of the Bancorp’s net income is largely dependent upon the effective management of interest rate risk and to a lesser extent price risk. Management continually reviews the Bancorp’s on- and off-balance sheet composition, earnings flows, and hedging strategies and models interest rate risk and price risk exposures, and possible actions to manage these risks, given numerous possible future interest rate and market factor scenarios. A series of policy limits and key risk indicators are employed to ensure that risks are managed within the Bancorp’s risk tolerance for interest rate risk and price risk.

The Commercial Banking and Wealth and Asset Management lines of business manage price risk for capital markets sales and trading activities related to their respective businesses. The Consumer and Small Business Banking line of business manages price risk for the origination and sale of conforming residential mortgage loans to government agencies and government-sponsored enterprises. The Bancorp’s Treasury department manages interest rate risk and price risk for all other activities. Independent oversight is provided by ERM, and key risk indicators and Board-approved policy limits are used to ensure risks are managed within the Bancorp’s risk tolerance.

The Bancorp’s Market Risk Management Committee, which includes senior management representatives and reports to the Corporate Credit Committee (accountable to the ERMC), provides oversight and monitors price risk for the capital markets sales and trading activities. The Bancorp’s ALCO, which includes senior management representatives and is accountable to the ERMC, provides oversight and monitors interest rate and price risks for Mortgage and Treasury activities.

Net Interest Income Sensitivity
The Bancorp employs a variety of measurement techniques to identify and manage its interest rate risk, including the use of an NII simulation model to analyze the sensitivity of NII to changes in interest rates. The model is based on contractual and estimated cash flows and repricing characteristics for all of the Bancorp’s assets, liabilities and off-balance sheet exposures and incorporates market-based assumptions regarding the effect of changing interest rates on the prepayment rates of certain assets and attrition rates of certain liabilities. The model also includes senior management’s projections of the future volume and pricing of each of the product lines offered by the Bancorp as well as other pertinent assumptions. The NII simulation model does not represent a forecast of the Bancorp’s net interest income but is a tool utilized to assess the risk of the impact of changing market interest rates across a range of market interest rate environments. As a result, actual results will differ from simulated results for multiple reasons, which may include actual balance sheet composition differences, timing, magnitude and frequency of interest rate changes, deviations from projected customer behavioral assumptions as well as from changes in market conditions and management strategies.

As of September 30, 2023, the Bancorp’s interest rate risk exposure is governed by a risk framework that utilizes the change in NII over 12-month and 24-month horizons under parallel ramped increases and decreases in interest rates. Policy limits are utilized for scenarios assuming a 200 bps increase and a 200 bps decrease in interest rates over twelve months. The Bancorp routinely analyzes various potential and extreme scenarios, including parallel ramps and shocks as well as steepening and other non-parallel shifts in rates, to assess where risks to net interest income persist or develop as changes in the balance sheet and market rates evolve. Additionally, the Bancorp routinely evaluates its exposures to changes in the bases between interest rates.

In order to recognize the risk of noninterest-bearing demand deposit balance migration or attrition in a rising interest rate environment, the Bancorp’s NII sensitivity modeling assumes additional attrition of approximately $600 million of demand deposit balances over a period of 24 months for each 100 bps increase in short-term market interest rates. Similarly, the Bancorp’s NII sensitivity modeling incorporates approximately $600 million of incremental growth in noninterest-bearing deposit balances over 24 months for each 100 bps decrease in short-term market interest rates. The incremental balance attrition and growth are modeled to flow into and out of funding products that reprice in conjunction with short-term market rate changes.

52

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Another important deposit modeling assumption is the amount by which interest-bearing deposit rates will increase or decrease when market interest rates increase or decrease. This deposit repricing sensitivity is known as the beta, and it represents the expected amount by which the Bancorp’s interest-bearing deposit rates will change for a given change in short-term market rates. The Bancorp utilizes dynamic deposit beta models to adjust assumed repricing sensitivity depending on market rate levels. The dynamic beta models were developed utilizing the Bancorp’s performance during prior interest rate cycles. Since the beginning of the current tightening cycle, the Bancorp’s actual cumulative interest-bearing deposit beta through September 30, 2023 was approximately 50% as repricing has been similar to what was experienced in prior interest rate cycles. Using the dynamic beta models, the Bancorp’s NII sensitivity modeling assumes weighted-average rising-rate interest-bearing deposit betas at the end of the ramped parallel scenarios of 78% for both a 100 bps and 200 bps increase in rates. In the event of rate cuts, this approach assumes a weighted-average falling-rate interest-bearing deposit beta at the end of the ramped parallel scenarios of 68% and 67% for a 100 bps and 200 bps decrease in rates, respectively. In falling rate scenarios, deposit rate floors are utilized to ensure modeled deposit rates will not become negative. NII simulation modeling assumes no lag between the timing of changes in market rates and the timing of deposit repricing despite such timing lags having occurred in prior rate cycles. In addition, modeled and forecasted deposit migration from low-beta deposit products to more rate-sensitive deposit products in the rising rate scenarios contribute additional beta of 10%-20%, resulting in an effective beta of 90+% in the Bancorp’s baseline NII sensitivity profile. Future actual performance will be dependent on market conditions, the level of competition for deposits and the magnitude of continued interest rate increases. The Bancorp provides sensitivity analysis in Tables 51 and 52 for key assumptions related to its deposit modeling, including beta and DDA balance performance.

The Bancorp continually evaluates the sensitivity of its interest rate risk measures to these important deposit modeling assumptions. The Bancorp also regularly monitors the sensitivity of other important modeling assumptions, such as loan and security prepayments and early withdrawals on fixed-rate customer liabilities.

The following table shows the Bancorp’s estimated NII sensitivity profile and ALCO policy limits as of:
TABLE 50: Estimated NII Sensitivity Profile and ALCO Policy Limits
September 30, 2023September 30, 2022
% Change in NII (FTE)ALCO
Policy Limit		% Change in NII (FTE)ALCO
Policy Limit
Change in Interest Rates (bps)12
 Months		13-24
Months		12
Months		13-24
Months		12
 Months		13-24
Months		12
Months		13-24
Months
+200 Ramp over 12 months(3.27) %(4.73)(4.00)(6.00)(2.36)(2.13)(4.00)(6.00)
+100 Ramp over 12 months(1.62)(2.25)N/AN/A(1.66)(1.20)N/A
N/A
-100 Ramp over 12 months0.61 0.27 N/AN/AN/AN/AN/AN/A
-200 Ramp over 12 months0.91 (0.18)(8.00)(12.00)(3.53)(9.79)(8.00)(12.00)

Table 50 presents the change in estimated net interest income for 12 month and 13-24 month horizons for alternative interest rate scenarios relative to the net interest income projection for a static rate scenario for those same time horizons. As previously mentioned, these numbers do not represent a forecast, but are instead risk measures that are monitored to evaluate the consolidated interest rate risk position of the Bancorp. At September 30, 2023, the Bancorp’s NII sensitivity in the rising-rate scenarios is negative in years one and two as interest expense is expected to increase more than interest income due to deposit repricing and balance migration estimates given the high interest rate environment. The Bancorp’s NII simulation projects an increase in NII in year one and a decrease in NII in year two under the parallel 200 bps ramp decrease in interest rates. The NII increase in year one is driven by deposits repricing faster than earning assets. However, in year two, some deposits have reached their floors but assets continue to reprice down generating less NII. The changes in the estimated NII sensitivity profile compared to September 30, 2022 were primarily attributable to higher market interest rates driving higher expected betas combined with deposit mix to higher beta products.

Tables 51 and 52 provide the sensitivity of the Bancorp’s estimated NII profile at September 30, 2023 to changes to certain deposit balance and deposit repricing sensitivity (beta) assumptions.

53

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table includes the Bancorp’s estimated NII sensitivity profile with an immediate $1 billion decrease and an immediate $1 billion increase in demand deposit balances as of September 30, 2023:
TABLE 51: Estimated NII Sensitivity Profile at September 30, 2023 with a $1 Billion Change in Demand Deposit Assumption
% Change in NII (FTE)
Immediate $1 Billion Balance
Decrease		Immediate $1 Billion Balance
Increase
Change in Interest Rates (bps)12
Months		13-24
Months		12
Months		13-24
Months
+200 Ramp over 12 months(4.38)%(5.86)(2.16)(3.61)
+100 Ramp over 12 months(2.64)(3.22)(0.60)(1.28)
-100 Ramp over 12 months(0.22)(0.40)1.45 0.94 
-200 Ramp over 12 months0.17 (0.70)1.65 0.34 
The following table includes the Bancorp’s estimated NII sensitivity profile with a 10% increase and a 10% decrease to the corresponding deposit beta assumptions as of September 30, 2023:
TABLE 52: Estimated NII Sensitivity Profile at September 30, 2023 with Deposit Beta Assumptions Changes
% Change in NII (FTE)
Betas 10% Higher(a)
Betas 10% Lower(a)
Change in Interest Rates (bps)12
 Months		13-24
Months		12
Months		13-24
Months
+200 Ramp over 12 months(4.33)%(6.70)(1.74)(1.95)
+100 Ramp over 12 months(2.15)(3.22)(0.85)(0.87)
-100 Ramp over 12 months1.10 1.15 (0.04)(0.90)
-200 Ramp over 12 months1.88 1.55 (0.38)(2.47)
(a)Applies a +/- 10% multiple on assumed betas.

Economic Value of Equity Sensitivity
The Bancorp also uses EVE as a measurement tool to govern and manage its interest rate risk exposure. Policy limits are utilized for scenarios assuming an instantaneous 200 bps increase and a 200 bps decrease in interest rates. Whereas the NII sensitivity analysis highlights the impact on forecasted NII on an FTE basis (non-GAAP) over one- and two-year time horizons, EVE is a point-in-time analysis of the economic sensitivity of current balance sheet and off-balance sheet positions that incorporates all cash flows over their estimated remaining lives. The EVE of the balance sheet is defined as the discounted present value of all asset and net derivative cash flows less the discounted value of all liability cash flows. Due to this longer horizon, the sensitivity of EVE to changes in the level of interest rates is a measure of longer-term interest rate risk. EVE values only the current balance sheet and does not incorporate any assumptions related to continued production or renewal activities used in the NII sensitivity analysis. As with the NII simulation model, assumptions about the timing and variability of existing balance sheet cash flows are critical in the EVE analysis. Particularly important are assumptions driving loan and security prepayments and the expected balance attrition and pricing of indeterminate-lived deposits.

The following table shows the Bancorp’s estimated EVE sensitivity profile as of:
TABLE 53: Estimated EVE Sensitivity Profile
September 30, 2023September 30, 2022
Change in Interest Rates (bps)% Change in EVEALCO
Policy Limit		% Change in EVEALCO
Policy Limit
+200 Shock(5.92)%(12.00)(7.97)(12.00)
+100 Shock(2.39)N/A(3.75)N/A
-100 Shock1.88 N/AN/AN/A
-200 Shock2.21 (12.00)0.58 (12.00)

The EVE sensitivity is negative in a +200 bps rising-rate scenario and positive in a -200 bps falling-rate scenario at September 30, 2023. The changes in the estimated EVE sensitivity profile from September 30, 2022 were primarily related to higher dynamic betas due to the increase in market interest rates which was largely offset by the shortening of the investment portfolio duration and increased levels of cash and other short-term investments.

While an instantaneous shift in spot interest rates is used in this analysis to provide an estimate of exposure, the Bancorp believes that a gradual shift in interest rates would have a more modest impact. Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter
54

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
time horizon (e.g., the current fiscal year). Further, EVE does not account for factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships and changing product spreads that could mitigate or exacerbate the impact of changes in interest rates. The NII simulations and EVE analyses do not necessarily include certain actions that management may undertake to manage risk in response to actual changes in interest rates.

The Bancorp regularly evaluates its exposures to a static balance sheet forecast, basis risks relative to the Prime Rate and various SOFR terms, yield curve twist risks and embedded options risks. In addition, the impacts on NII on an FTE basis and EVE of extreme changes in interest rates are modeled, wherein the Bancorp employs the use of yield curve shocks and environment-specific scenarios.

Use of Derivatives to Manage Interest Rate Risk
An integral component of the Bancorp’s interest rate risk management strategy is its use of derivative instruments to minimize significant fluctuations in earnings caused by changes in market interest rates. Examples of derivative instruments that the Bancorp may use as part of its interest rate risk management strategy include interest rate swaps, interest rate floors, interest rate caps, forward contracts, forward starting interest rate swaps, options, swaptions and TBA securities.

Tables 54 and 55 show all swap and floor positions that are utilized for purposes of managing the Bancorp’s exposures to the variability of interest rates. These positions are used to convert the contractual interest rate index of agreed-upon amounts of assets and liabilities (i.e., notional amounts) to another interest rate index, to hedge the exposure to changes in fair value of a recognized asset attributable to changes in the benchmark interest rate or to hedge forecasted transactions for the variability in cash flows attributable to the contractually specified interest rate. The volume, maturity and mix of portfolio swaps change frequently as the Bancorp adjusts its broader interest rate risk management objectives and the balance sheet positions to be hedged. For further information, refer to Note 14 of the Notes to Condensed Consolidated Financial Statements.

The following tables present additional information about the interest rate swaps and floors used in Fifth Third’s asset and liability management activities:
TABLE 54: Weighted-Average Maturity, Receive Rate and Pay Rate on Qualifying Hedging Instruments
As of September 30, 2023 ($ in millions)Notional
Amount		Fair
Value		Remaining
(years)		Fixed Rate
Index
Interest rate swaps related to C&I loans – cash flow – receive-fixed$8,000 (5)1.2 3.06  %SOFR
Interest rate swaps related to C&I loans – cash flow – receive-fixed – forward starting(a)
10,000 (2)7.7 3.06 SOFR
Interest rate swaps related to commercial mortgage and commercial construction loans – cash flow – receive-fixed
4,000 2 1.3 0.99 SOFR
Interest rate swaps related to commercial mortgage and commercial construction loans – cash flow – receive-fixed – forward starting(a)
4,000 (2)8.3 2.25 SOFR
Interest rate swaps related to long-term debt – fair value – receive-fixed5,955 (63)5.1 5.18 SOFR
Total interest rate swaps$31,955 (70)

Interest rate floors related to C&I loans – cash flow – receive-fixed		$3,000 — 1.2 2.25 SOFR
(a)Forward starting swaps will become effective on various dates between October 2023 and February 2025.

TABLE 55: Weighted-Average Maturity, Receive Rate and Pay Rate on Qualifying Hedging Instruments
As of December 31, 2022 ($ in millions)Notional AmountFair ValueRemaining (years)Fixed Rate
Index
Interest rate swaps related to C&I loans – cash flow – receive-fixed$8,000 (76)1.0 3.02  %1 ML
Interest rate swaps related to C&I loans – cash flow – receive-fixed – forward starting(a)
11,000 22 8.3 3.05 1 ML
Interest rate swaps related to commercial mortgage and commercial construction loans – cash flow – receive-fixed
4,000 (25)2.1 0.99 1 ML
Interest rate swaps related to commercial mortgage and commercial construction loans – cash flow – receive-fixed – forward starting(a)
4,000 5 9.13.50 1 ML
Interest rate swaps related to long-term debt – fair value – receive-fixed5,955 (69)5.95.18 1 ML / 3 ML / SOFR
Total interest rate swaps$32,955 (143)
Interest rate floors related to C&I loans – cash flow – receive-fixed$3,000 4 2.0 2.25 1 ML
(a)Forward starting swaps will become effective on various dates between February 2023 and February 2025.

Additionally, as part of its overall risk management strategy relative to its residential mortgage banking activities, the Bancorp enters into forward contracts accounted for as free-standing derivatives to economically hedge IRLCs that are also considered free-standing derivatives.
55

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The Bancorp economically hedges its exposure to residential mortgage loans held for sale through the use of forward contracts and mortgage options as well. Refer to the Residential Mortgage Servicing Rights and Price Risk section for the discussion of the use of derivatives to economically hedge this exposure.

The Bancorp also enters into derivative contracts with major financial institutions to economically hedge market risks assumed in interest rate derivative contracts with commercial customers. Generally, these contracts have similar terms in order to protect the Bancorp from market volatility. Credit risk arises from the possible inability of the counterparties to meet the terms of their contracts, which the Bancorp minimizes through collateral arrangements, approvals, limits and monitoring procedures. The Bancorp has risk limits and internal controls in place to help ensure excessive risk is not being taken in providing this service to customers. These controls include an independent determination of interest rate volatility and potential future exposure on these contracts and counterparty credit approvals performed by independent risk management. For further information, including the notional amount and fair values of these derivatives, refer to Note 14 of the Notes to Condensed Consolidated Financial Statements.

Residential Mortgage Servicing Rights and Price Risk
The fair value of the residential MSR portfolio was $1.8 billion and $1.7 billion at September 30, 2023 and December 31, 2022, respectively. The value of servicing rights can fluctuate sharply depending on changes in interest rates and other factors. Generally, as interest rates decline and loans are prepaid to take advantage of refinancing, the total value of existing servicing rights declines because no further servicing fees are collected on repaid loans. For further information on the significant drivers and components of the valuation adjustments on MSRs, refer to the Noninterest Income subsection of the Statements of Income Analysis section of MD&A. The Bancorp maintains a non-qualifying hedging strategy relative to its mortgage banking activity in order to manage a portion of the risk associated with changes in the value of its MSR portfolio as a result of changing interest rates. The Bancorp may adjust its hedging strategy to reflect its assessment of the composition of its MSR portfolio, the cost of hedging and the anticipated effectiveness of the hedges given the economic environment. Refer to Note 13 of the Notes to Condensed Consolidated Financial Statements for more information on servicing rights and the instruments used to hedge price risk on MSRs.

Foreign Currency Risk
The Bancorp may enter into foreign exchange derivative contracts to economically hedge certain foreign denominated loans. The derivatives are classified as free-standing instruments with the revaluation gain or loss being recorded in other noninterest income in the Condensed Consolidated Statements of Income. The balance of the Bancorp’s foreign denominated loans at September 30, 2023 and December 31, 2022 was $1.2 billion and $1.0 billion, respectively. The Bancorp also enters into foreign exchange contracts for the benefit of commercial customers to hedge their exposure to foreign currency fluctuations. Similar to the hedging of price risk from interest rate derivative contracts entered into with commercial customers, the Bancorp also enters into foreign exchange contracts with major financial institutions to economically hedge a substantial portion of the exposure from client driven foreign exchange activity. The Bancorp has risk limits and internal controls in place to help ensure excessive risk is not being taken in providing this service to customers. These controls include an independent determination of currency volatility and potential future exposure on these contracts, counterparty credit approvals and country limits performed by independent risk management.

Commodity Risk
The Bancorp also enters into commodity contracts for the benefit of commercial customers to hedge their exposure to commodity price fluctuations. Similar to the hedging of foreign exchange and price risk from interest rate derivative contracts, the Bancorp also enters into commodity contracts with major financial institutions to economically hedge a substantial portion of the exposure from client driven commodity activity. The Bancorp may also offset this risk with exchange-traded commodity contracts. The Bancorp has risk limits and internal controls in place to help ensure excessive risk is not taken in providing this service to customers. These controls include an independent determination of commodity volatility and potential future exposure on these contracts and counterparty credit approvals performed by independent risk management.
56

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
LIQUIDITY RISK MANAGEMENT
The goal of liquidity management is to provide adequate funds to meet changes in loan and lease demand, unexpected levels of deposit withdrawals and other contractual obligations. Mitigating liquidity risk is accomplished by maintaining liquid assets in the form of cash and investment securities, maintaining sufficient unused borrowing capacity in the debt markets and delivering consistent growth in core deposits. A summary of certain obligations and commitments to make future payments under contracts is included in Note 18 of the Notes to Condensed Consolidated Financial Statements.

The Bancorp’s Treasury department manages funding and liquidity based on point-in-time metrics as well as forward-looking projections, which incorporate different sources and uses of funds under base and stress scenarios. Liquidity risk is monitored and managed by the Treasury department with independent oversight provided by ERM, and a series of Policy Limits and Key Risk Indicators are established to ensure risks are managed within the Bancorp’s risk tolerance. The Bancorp maintains a contingency funding plan that provides for liquidity stress testing, which assesses the liquidity needs under varying market conditions, time horizons, asset growth rates and other events. The contingency plan provides for ongoing monitoring of unused borrowing capacity and available sources of contingent liquidity to prepare for unexpected liquidity needs and to cover unanticipated events that could affect liquidity. The contingency plan also outlines the Bancorp’s response to various levels of liquidity stress and actions that should be taken during various scenarios.

Liquidity risk is monitored and managed for both Fifth Third Bancorp and its subsidiaries. The Bancorp (parent company) receives substantially all of its liquidity from dividends from its subsidiaries, primarily Fifth Third Bank, National Association. Subsidiary dividends are supplemented with term debt to enable the Bancorp to maintain sufficient liquidity to meet its cash obligations, including debt service and scheduled maturities, common and preferred dividends, unfunded commitments to subsidiaries and other planned capital actions in the form of share repurchases. Liquidity resources are more limited at the Bancorp, making its liquidity position more susceptible to market disruptions. Bancorp liquidity is assessed using a cash coverage horizon, ensuring the entity maintains sufficient liquidity to withstand a period of sustained market disruption while meeting its anticipated obligations over an extended stressed horizon.

The Bancorp’s ALCO, which includes senior management representatives and is accountable to the ERMC, monitors and manages liquidity and funding risk within Board-approved policy limits. In addition to the risk management activities of ALCO, the Bancorp has a liquidity risk management function as part of ERM that provides independent oversight of liquidity risk management.

Sources of Funds
The Bancorp’s primary sources of funds include revenue from noninterest income as well as cash flows from loan and lease repayments, payments from securities related to sales and maturities, the sale or securitization of loans and leases and funds generated by core deposits, in addition to the use of public and private debt offerings.

Of the $47.9 billion of securities in the Bancorp’s available-for-sale debt and other securities portfolio at September 30, 2023, $4.2 billion in principal and interest is expected to be received in the next 12 months and an additional $7.4 billion is expected to be received in the next 13 to 24 months. For further information on the Bancorp’s securities portfolio, refer to the Investment Securities subsection of the Balance Sheet Analysis section of MD&A.

Asset-driven liquidity is provided by the Bancorp’s ability to pledge, sell or securitize loans and leases. In order to reduce the exposure to interest rate fluctuations and to manage liquidity, the Bancorp has developed securitization and sale procedures for several types of interest-sensitive assets. A majority of the long-term, fixed-rate single-family residential mortgage loans underwritten according to FHLMC or FNMA guidelines are sold for cash upon origination. Additional assets such as certain other residential mortgage loans, certain commercial loans and leases, home equity loans, automobile loans and other consumer loans (including point-of-sale solar energy installation loans) are also capable of being securitized or sold. For the three and nine months ended September 30, 2023, the Bancorp sold or securitized loans and leases totaling $3.3 billion and $5.9 billion, respectively, compared to $4.0 billion and $10.6 billion during the three and nine months ended September 30, 2022, respectively. For further information, refer to Note 13 of the Notes to Condensed Consolidated Financial Statements.

Core deposits have historically provided the Bancorp with a sizeable source of relatively stable and low-cost funds. The Bancorp’s average core deposits and average shareholders’ equity funded 85% of its average total assets for both the three and nine months ended September 30, 2023 compared to 85% and 88% for the three and nine months ended September 30, 2022, respectively. In addition to core deposit funding, the Bancorp also accesses a variety of other short-term and long-term funding sources, which include the use of the FHLB system. Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs.

In June of 2023, the Board of Directors authorized $10.0 billion of debt or other securities for issuance, of which $8.75 billion of debt or other securities were available for issuance as of September 30, 2023. The Bancorp is authorized to file any necessary registration statements with the SEC to permit ready access to the public securities markets; however, access to these markets may depend on market conditions. The Bancorp issued and sold fixed-rate/floating-rate senior notes of $1.25 billion in July of 2023 as further discussed in Note 16 of the Notes to Condensed Consolidated Financial Statements.

57

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
As of September 30, 2023, the Bank’s global bank note program had a borrowing capacity of $25.0 billion, of which $20.9 billion was available for issuance. Additionally, at September 30, 2023, the Bank had approximately $59.6 billion of borrowing capacity available through secured borrowing sources, including the FRB (through the Bank Term Funding Program and the Discount Window) and the FHLB.

In a securitization transaction that occurred in August of 2023, the Bancorp transferred $1.74 billion in aggregate automobile loans to a bankruptcy remote trust which subsequently issued approximately $1.58 billion of asset-backed notes, of which approximately $79 million were retained by the Bancorp, resulting in approximately $1.5 billion of outstanding notes included in long-term debt in the Condensed Consolidated Balance Sheets as of September 30, 2023. The third-party holders of the asset-backed notes do not have recourse to the general assets of the Bancorp. Refer to Note 12 and Note 16 of the Notes to Condensed Consolidated Financial Statements for additional information.

Current Liquidity Position
The Bancorp maintains a strong liquidity profile driven by strong core deposit funding and over $100 billion in current available liquidity. Refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A for more information regarding the Bancorp’s deposit portfolio characteristics. The Bancorp is managing liquidity prudently in the current environment and maintains a liquidity profile focused on core deposit and stable long-term funding sources, while supplementing with a variety of secured and unsecured wholesale funding sources across the maturity spectrum, which allows for the effective management of concentration and rollover risk. The Bancorp’s investment portfolio remains highly concentrated in liquid and readily marketable instruments and is a significant source of secured borrowing capacity. As part of its liquidity management activities, the Bancorp maintains collateral at its secured funding providers to ensure immediate availability of funding. Additionally, the Bancorp executes periodic test trades to assess the operational processes associated with its secured funding sources, including the Discount Window and the Bank Term Funding Program.

As of September 30, 2023, the Bancorp (parent company) has sufficient liquidity to meet contractual obligations and all preferred and common dividends without accessing the capital markets or receiving upstream dividends from the Bank subsidiary for 29 months.

Credit Ratings
The cost and availability of financing to the Bancorp and Bank are impacted by its credit ratings. A downgrade to the Bancorp’s or Bank’s credit ratings could affect its ability to access the credit markets and increase its borrowing costs, thereby adversely impacting the Bancorp’s or Bank’s financial condition and liquidity. Key factors in maintaining high credit ratings include a stable and diverse earnings stream, strong credit quality, strong capital ratios and diverse funding sources, in addition to disciplined liquidity monitoring procedures.

The Bancorp’s and Bank’s credit ratings are summarized in Table 56. The ratings reflect the ratings agency’s view on the Bancorp’s and Bank’s capacity to meet financial commitments.*

*As an investor, you should be aware that a security rating is not a recommendation to buy, sell or hold securities, that it may be subject to revision or withdrawal at any time by the assigning rating organization and that each rating should be evaluated independently of any other rating. Additional information on the credit rating ranking within the overall classification system is located on the website of each credit rating agency.
TABLE 56: Agency Ratings
As of November 7, 2023Moody’sStandard and Poor’sFitchDBRS Morningstar
 Fifth Third Bancorp:
Short-term borrowingsNo ratingA-2F1R-1L
Senior debtBaa1BBB+A-A
Subordinated debtBaa1BBBBBB+AL
Fifth Third Bank, National Association:
Short-term borrowingsP-2A-2F1R-1M
Short-term depositP-1No ratingF1No rating
Long-term depositA1No ratingAAH
Senior debtA3A-A-AH
Subordinated debtA3BBB+BBB+A
Rating Agency Outlook for Fifth Third Bancorp and Fifth Third Bank, National AssociationNegativeStableStableStable



58

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
CAPITAL MANAGEMENT
Management regularly reviews the Bancorp’s capital levels to help ensure it is appropriately positioned under various operating environments. The Bancorp has established a Capital Committee which is responsible for making capital plan recommendations to management. These recommendations are reviewed by the ERMC and the annual capital plan is approved by the Board of Directors. The Capital Committee is responsible for execution and oversight of the capital actions of the capital plan.

Regulatory Capital Ratios
The Basel III Final Rule sets minimum regulatory capital ratios as well as defines the measure of “well-capitalized” for insured depository institutions.
TABLE 57: Prescribed Capital Ratios
MinimumWell-Capitalized
CET1 capital:
Fifth Third Bancorp4.50  %N/A
Fifth Third Bank, National Association
4.50 6.50 
Tier 1 risk-based capital:
Fifth Third Bancorp6.00 6.00 
Fifth Third Bank, National Association
6.00 8.00 
Total risk-based capital:
Fifth Third Bancorp8.00 10.00 
Fifth Third Bank, National Association
8.00 10.00 
Leverage:
Fifth Third Bancorp4.00 N/A
Fifth Third Bank, National Association
4.00 5.00 

The Bancorp is subject to the stress capital buffer requirement and must maintain capital ratios above its buffered minimum (regulatory minimum plus stress capital buffer) in order to avoid certain limitations on capital distributions and discretionary bonuses to executive officers. The FRB uses the supervisory stress test to determine the Bancorp’s stress capital buffer, subject to a floor of 2.5%. The Bancorp’s stress capital buffer requirement has been 2.5% since the introduction of this framework and was most recently affirmed as part of Fifth Third’s 2023 Capital Plan submission with an effective date of October 1, 2023. The Bancorp’s capital ratios have exceeded the stress capital buffer requirement for all periods presented.

The Bancorp adopted ASU 2016-13 on January 1, 2020 and elected the five-year transition phase-in option for the impact of CECL on regulatory capital with its regulatory filings as of March 31, 2020. The Bancorp’s modified CECL transition amount became subject to the phase-out provisions of the final rule on January 1, 2022, and will be fully phased-out by January 1, 2025. The impact of the modified CECL transition amount on the Bancorp’s regulatory capital at September 30, 2023 was an increase in capital of approximately $249 million. On a fully phased-in basis, the Bancorp’s CET1 capital ratio would be reduced by 13 bps as of September 30, 2023.

On July 27, 2023, the U.S. banking agencies released a notice of proposed rulemaking to revise the Basel III Capital Rules, which would replace its existing risk-based capital framework for large banks with a new framework that implements international capital standards. The proposed rulemaking would increase capital requirements applicable to banking organizations with total assets of $100 billion or more, including Fifth Third, and would align the calculation of regulatory capital and the calculation of risk-weighted assets across large banking organizations. As proposed, the rules would be effective for the Bancorp on July 1, 2025 and phased in over a three-year transition period. The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

On August 29, 2023, the U.S. banking agencies issued a notice of proposed rulemaking to require that certain banking organizations with $100 billion or more in consolidated assets, including Fifth Third, comply with certain long-term debt requirements at the holding company and insured depository institution levels. These proposed requirements are intended to absorb losses in the event of the failure of a banking organization. As proposed, the rules would be phased in over a three-year period after their effective date. The Bancorp is in the process of evaluating this proposed rulemaking and assessing its potential impact.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table summarizes the Bancorp’s capital ratios as of:
TABLE 58: Capital Ratios
($ in millions)
September 30,
2023		December 31,
2022
Quarterly average total Bancorp shareholders’ equity as a percent of average assets8.30  %8.18 
Tangible equity as a percent of tangible assets(a)(b)
8.46 8.31 
Tangible common equity as a percent of tangible assets(a)(b)
7.49 7.30 
Regulatory capital:(c)
CET1 capital$16,510 15,670 
Tier 1 capital18,626 17,786 
Total regulatory capital22,111 21,606 
Risk-weighted assets
168,433 168,909 
Regulatory capital ratios:(c)
CET1 capital9.80  %9.28 
Tier 1 risk-based capital11.06 10.53 
Total risk-based capital13.13 12.79 
Leverage8.85 8.56 
(a)These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.
(b)Excludes AOCI.
(c)Regulatory capital ratios as of both September 30, 2023 and December 31, 2022 are calculated pursuant to the five-year transition provision option to phase in the effects of CECL on regulatory capital.

Capital Planning
In 2011, the FRB adopted the capital plan rule, which requires BHCs with consolidated assets of $50 billion or more to submit annual capital plans to the FRB for review. Under the rule, these capital plans must include detailed descriptions of the following: the BHC’s internal processes for assessing capital adequacy; the policies governing capital actions such as common stock issuances, dividends and share repurchases; and all planned capital actions over a nine-quarter planning horizon. Furthermore, each BHC must report to the FRB the results of stress tests conducted by the BHC under a number of scenarios that assess the sources and uses of capital under baseline and stressed economic conditions.

Under the Enhanced Prudential Standards tailoring rules, the Bancorp is subject to Category IV standards, under which the Bancorp is no longer required to file semi-annual, company-run stress tests with the FRB and publicly disclose the results. However, the Bancorp is required to develop and maintain a capital plan approved by the Board of Directors on an annual basis. As an institution subject to Category IV standards, the Bancorp is subject to the FRB’s supervisory stress tests every two years, the Board capital plan rule and certain FR Y-14 reporting requirements. The supervisory stress tests are forward-looking quantitative evaluations of the impact of stressful economic and financial market conditions on the Bancorp’s capital. The Bancorp became subject to Category IV standards on December 31, 2019, and the requirements outlined above apply to the stress test cycle that started on January 1, 2020. The Bancorp was not subject to the 2023 supervisory stress test conducted by the FRB, but submitted the Board-approved capital plan and information contained in Schedule C - Regulatory Capital Instruments as required by the April 5, 2023 deadline.

The Bancorp maintains a comprehensive process for managing capital that considers the current and forward-looking macroeconomic and regulatory environments and makes capital distributions that are consistent with the requirements in the FRB’s capital plan rule, inclusive of the Bancorp’s stress capital buffer requirement.

Dividend Policy and Stock Repurchase Program
The Bancorp’s common stock dividend policy and stock repurchase program reflect its earnings outlook, desired payout ratios, the need to maintain adequate capital levels, the ability of its subsidiaries to pay dividends and the need to comply with safe and sound banking practices as well as meet regulatory requirements and expectations. The Bancorp declared dividends per common share of $0.35 and $0.33 for the three months ended September 30, 2023 and 2022, respectively, and $1.01 and $0.93 for the nine months ended September 30, 2023 and 2022, respectively. Pursuant to the Bancorp’s Board-approved capital plan, during the first quarter of 2023, the Bancorp entered into and settled an accelerated share repurchase transaction in the amount of $200 million. Refer to Note 17 of the Notes to Condensed Consolidated Financial Statements for additional information on share repurchase activity. The Bancorp did not enter into an ASR transaction during the third quarter of 2023. The Bancorp does not currently expect to repurchase any common stock, except pursuant to employee compensation plans, during the fourth quarter of 2023.

60

Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
The following table summarizes the monthly share repurchase activity for the three months ended September 30, 2023:
TABLE 59: Share Repurchases

Period
Total Number
of Shares Purchased(a)
Average Price
Paid per Share		Total Number of Shares
Purchased as a Part of
Publicly Announced
Plans or Programs
Maximum Number of
Shares that May Yet Be
Purchased under the
Plans or Programs(b)
July 1 - July 31, 202317,204$26.71 —32,115,811
August 1 - August 31, 202355,53828.03 —32,115,811
September 1 - September 30, 20231,40126.88 —32,115,811
Total74,143$27.70 —32,115,811
(a)    Shares repurchased during the periods presented were in connection with various employee compensation plans. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.
(b)    On June 18, 2019, the Bancorp announced that its Board of Directors had authorized management to purchase 100 million shares of the Bancorp’s common stock through the open market or in any private party transactions. This authorization did not include specific targets or an expiration date.
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Quantitative and Qualitative Disclosures about Market Risk (Item 3)
Information presented in the Interest Rate and Price Risk Management section of Management’s Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference. This information contains certain statements that the Bancorp believes are forward-looking statements. Refer to page 1 for cautionary information regarding forward-looking statements.

Controls and Procedures (Item 4)
The Bancorp conducted an evaluation, under the supervision and with the participation of the Bancorp’s management, including the Bancorp’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Bancorp’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on the foregoing, as of the end of the period covered by this report, the Bancorp’s Chief Executive Officer and Chief Financial Officer concluded that the Bancorp’s disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Bancorp files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required and information is accumulated and communicated to the Bancorp’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Bancorp’s management also conducted an evaluation of internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Bancorp’s internal control over financial reporting. Based on this evaluation there has been no such change during the period covered by this report.
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Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (Item 1)
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
As of
September 30,December 31,
($ in millions, except share data)20232022
Assets
Cash and due from banks$2,837 3,466 
Other short-term investments(a)
18,923 8,351 
Available-for-sale debt and other securities(b)
47,893 51,503 
Held-to-maturity securities(c)
2 5 
Trading debt securities1,222 414 
Equity securities250 317 
Loans and leases held for sale(d)
614 1,007 
Portfolio loans and leases(a)(e)
120,088 121,480 
Allowance for loan and lease losses(a)
(2,340)(2,194)
Portfolio loans and leases, net117,748 119,286 
Bank premises and equipment(f)
2,303 2,187 
Operating lease equipment480 627 
Goodwill4,919 4,915 
Intangible assets136 169 
Servicing rights1,822 1,746 
Other assets(a)
13,818 13,459 
Total Assets$212,967 207,452 
Liabilities
Deposits:
Noninterest-bearing deposits$43,844 53,125 
Interest-bearing deposits123,828 110,565 
Total deposits167,672 163,690 
Federal funds purchased205 180 
Other short-term borrowings4,594 4,838 
Accrued taxes, interest and expenses1,834 1,822 
Other liabilities(a)
5,808 5,881 
Long-term debt(a)
16,310 13,714 
Total Liabilities$196,423 190,125 
Equity
Common stock(g)
$2,051 2,051 
Preferred stock(h)
2,116 2,116 
Capital surplus3,733 3,684 
Retained earnings22,747 21,689 
Accumulated other comprehensive loss(6,839)(5,110)
Treasury stock(g)
(7,264)(7,103)
Total Equity$16,544 17,327 
Total Liabilities and Equity$212,967 207,452 
(a)Includes $59 and $17 of other short-term investments, $1,728 and $185 of portfolio loans and leases, $(27) and $(2) of ALLL, $11 and $2 of other assets, $15 and $9 of other liabilities, and $1,553 and $118 of long-term debt from consolidated VIEs that are included in their respective captions above at September 30, 2023 and December 31, 2022, respectively. For further information, refer to Note 12.
(b)Amortized cost of $55,557 and $57,530 at September 30, 2023 and December 31, 2022, respectively.
(c)Fair value of $2 and $5 at September 30, 2023 and December 31, 2022, respectively.
(d)Includes $497 and $600 of residential mortgage loans held for sale measured at fair value at September 30, 2023 and December 31, 2022, respectively.
(e)Includes $113 and $123 of residential mortgage loans measured at fair value at September 30, 2023 and December 31, 2022, respectively.
(f)Includes $22 and $24 of bank premises and equipment held for sale at September 30, 2023 and December 31, 2022, respectively.
(g)Common shares: Stated value $2.22 per share; authorized 2,000,000,000; outstanding at September 30, 2023 – 680,989,701 (excludes 242,902,880 treasury shares), December 31, 2022 – 683,385,880 (excludes 240,506,701 treasury shares).
(h)500,000 shares of no par value preferred stock were authorized at both September 30, 2023 and December 31, 2022. There were 422,000 unissued shares of undesignated no par value preferred stock at both September 30, 2023 and December 31, 2022. Each issued share of no par value preferred stock has a liquidation preference of $25,000. 500,000 shares of no par value Class B preferred stock were authorized at both September 30, 2023 and December 31, 2022. There were 300,000 unissued shares of undesignated no par value Class B preferred stock at both September 30, 2023 and December 31, 2022. Each issued share of no par value Class B preferred stock has a liquidation preference of $1,000.

Refer to the Notes to Condensed Consolidated Financial Statements.
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Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions, except share data)2023202220232022
Interest Income
Interest and fees on loans and leases$1,899 1,315 5,445 3,377 
Interest on securities444 414 1,320 1,077 
Interest on other short-term investments186 31 348 58 
Total interest income2,529 1,760 7,113 4,512 
Interest Expense
Interest on deposits844 112 1,977 147 
Interest on federal funds purchased2 3 13 4 
Interest on other short-term borrowings52 43 198 56 
Interest on long-term debt193 104 514 273 
Total interest expense1,091 262 2,702 480 
Net Interest Income1,438 1,498 4,411 4,032 
Provision for credit losses119 158 460 383 
Net Interest Income After Provision for Credit Losses1,319 1,340 3,951 3,649 
Noninterest Income
Commercial banking revenue154 134 461 406 
Wealth and asset management revenue145 141 434 430 
Service charges on deposits149 143 431 449 
Card and processing revenue104 105 310 306 
Mortgage banking net revenue57 69 184 152 
Leasing business revenue58 60 162 179 
Other noninterest income55 59 152 195 
Securities gains (losses), net(7)(38)3 (84)
Securities losses, net – non-qualifying hedges on mortgage servicing rights
— (1)— (2)
Total noninterest income715 672 2,137 2,031 
Noninterest Expense
Compensation and benefits629 605 2,036 1,900 
Technology and communications115 106 347 306 
Net occupancy expense84 74 248 225 
Equipment expense37 36 110 108 
Marketing expense35 35 96 87 
Leasing business expense29 33 94 95 
Card and processing expense21 21 63 59 
Other noninterest expense238 257 756 721 
Total noninterest expense1,188 1,167 3,750 3,501 
Income Before Income Taxes846 845 2,338 2,179 
Applicable income tax expense186 192 519 470 
Net Income660 653 1,819 1,709 
Dividends on preferred stock37 22 100 78 
Net Income Available to Common Shareholders$623 631 1,719 1,631 
Earnings per share - basic$0.91 0.91 2.51 2.37 
Earnings per share - diluted$0.91 0.91 2.50 2.34 
Average common shares outstanding - basic684,224,277 689,278,078 684,090,872 688,617,910 
Average common shares outstanding - diluted687,059,147 694,592,855 687,661,319 695,207,279 

Refer to the Notes to Condensed Consolidated Financial Statements.
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Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Net Income$660 653 1,819 1,709 
Other Comprehensive (Loss) Income, Net of Tax:
Net unrealized losses on available-for-sale debt securities:
Unrealized holding losses arising during period(1,218)(2,129)(1,252)(5,564)
Reclassification adjustment for net losses (gains) included in net income— — 1 (2)
Net unrealized losses on cash flow hedge derivatives:
Unrealized holding losses arising during period(527)(530)(664)(840)
Reclassification adjustment for net losses (gains) included in net income72 (3)185 (109)
Defined benefit pension plans, net:
Net actuarial loss arising during the year— (1)— (2)
Reclassification of amounts to net periodic benefit costs— 1 1 4 
Other comprehensive loss, net of tax(1,673)(2,662)(1,729)(6,513)
Comprehensive Income (Loss)$(1,013)(2,009)90 (4,804)

Refer to the Notes to Condensed Consolidated Financial Statements.
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Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
($ in millions, except per share data)Common
Stock		Preferred
Stock		Capital
Surplus		Retained
Earnings		Accumulated
Other
Comprehensive
Loss		Treasury
Stock		Total
Equity
Balance at June 30, 2022$2,051 2,116 3,636 20,818 (2,644)(7,007)18,970 
Net income653 653 
Other comprehensive loss, net of tax(2,662)(2,662)
Cash dividends declared:
Common stock ($0.33 per share)
(230)(230)
Preferred stock:
     Series I ($414.06 per share)
(8)(8)
     Series J ($343.62 per share)
(4)(4)
     Series K ($309.38 per share)
(3)(3)
     Series L ($281.25 per share)
(4)(4)
     Class B, Series A ($15.00 per share)
(3)(3)
Impact of stock transactions under stock compensation plans, net24 3 27 
Balance at September 30, 2022$2,051 2,116 3,660 21,219 (5,306)(7,004)16,736 

Balance at June 30, 2023$2,051 2,116 3,708 22,366 (5,166)(7,266)17,809 
Net income660 660 
Other comprehensive loss, net of tax(1,673)(1,673)
Cash dividends declared:
Common stock ($0.35 per share)
(242)(242)
Preferred stock:
     Series H ($547.63 per share)
(13)(13)
     Series I ($414.06 per share)
(7)(7)
     Series J ($553.61 per share)
(7)(7)
     Series K ($309.38 per share)
(3)(3)
     Series L ($281.25 per share)
(4)(4)
     Class B, Series A ($15.00 per share)
(3)(3)
Impact of stock transactions under stock compensation plans, net25 2 27 
Balance at September 30, 2023$2,051 2,116 3,733 22,747 (6,839)(7,264)16,544 

Refer to the Notes to Condensed Consolidated Financial Statements.






















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Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
($ in millions, except per share data)Common
Stock		Preferred
Stock		Capital
Surplus		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss) Income		Treasury
Stock		Total
Equity
Balance at December 31, 2021$2,051 2,116 3,624 20,236 1,207 (7,024)22,210 
Net income1,709 1,709 
Other comprehensive loss, net of tax(6,513)(6,513)
Cash dividends declared:
Common stock ($0.93 per share)
(648)(648)
Preferred stock:
     Series H ($637.50 per share)
(15)(15)
     Series I ($1,242.18 per share)
(23)(23)
     Series J ($814.49 per share)
(10)(10)
     Series K ($928.13 per share)
(9)(9)
     Series L ($843.75 per share)
(12)(12)
     Class B, Series A ($45.00 per share)
(9)(9)
Impact of stock transactions under stock compensation plans, net36 20 56 
Balance at September 30, 2022$2,051 2,116 3,660 21,219 (5,306)(7,004)16,736 

Balance at December 31, 2022$2,051 2,116 3,684 21,689 (5,110)(7,103)17,327 
Impact of cumulative effect of change in accounting principle(a)
37 37 
Balance at January 1, 2023$2,051 2,116 3,684 21,726 (5,110)(7,103)17,364 
Net income1,819 1,819 
Other comprehensive loss, net of tax(1,729)(1,729)
Cash dividends declared:
Common stock ($1.01 per share)
(698)(698)
Preferred stock:
     Series H ($1,185.13 per share)
(29)(29)
     Series I ($1,242.18 per share)
(22)(22)
     Series J ($1,570.07 per share)
(19)(19)
     Series K ($928.13 per share)
(9)(9)
     Series L ($843.75 per share)
(12)(12)
     Class B, Series A ($45.00 per share)
(9)(9)
Shares acquired for treasury(201)(201)
Impact of stock transactions under stock compensation plans, net49 40 89 
Balance at September 30, 2023$2,051 2,116 3,733 22,747 (6,839)(7,264)16,544 
(a)Related to the adoption of ASU 2022-02 as of January 1, 2023. Refer to Note 3 for additional information.

Refer to the Notes to Condensed Consolidated Financial Statements.



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Fifth Third Bancorp and Subsidiaries
Condensed Consolidated Financial Statements and Notes (continued)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the nine months ended September 30,
($ in millions)20232022
Operating Activities
Net income$1,819 1,709 
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses460 383 
Depreciation, amortization and accretion347 324 
Stock-based compensation expense141 137 
Benefit from deferred income taxes(117)(19)
Securities (gains) losses, net(6)90 
MSR fair value adjustment6 (217)
Net gains on sales of loans and fair value adjustments on loans held for sale(20)(77)
Net gains on disposition and impairment of bank premises and equipment and operating lease equipment(4)(6)
Proceeds from sales of loans held for sale3,934 10,328 
Loans originated or purchased for sale, net of repayments(3,464)(8,380)
Dividends representing return on equity investments35 32 
Net change in:
Equity and trading debt securities(129)66 
Other assets(577)507 
Accrued taxes, interest and expenses and other liabilities12 (522)
Net Cash Provided by Operating Activities2,437 4,355 
Investing Activities
Proceeds from sales:
AFS securities and other investments2,718 4,242 
Loans and leases197 155 
Bank premises and equipment3 1 
Proceeds from repayments / maturities of AFS and HTM securities and other investments3,214 3,770 
Purchases:
AFS securities and other investments(4,795)(28,521)
Bank premises and equipment(365)(240)
MSRs(25)(208)
Proceeds from settlement of BOLI12 37 
Proceeds from sales and dividends representing return of equity investments64 61 
Net cash received for divestitures— 46 
Net cash paid on acquisitions— (917)
Net change in:
Other short-term investments(10,572)27,981 
Portfolio loans and leases829 (7,425)
Operating lease equipment65 (79)
Net Cash Used in Investing Activities(8,655)(1,097)
Financing Activities
Net change in deposits3,982 (8,033)
Net change in other short-term borrowings and federal funds purchased(133)5,329 
Dividends paid on common and preferred stock(784)(700)
Proceeds from long-term debt issuances/advances4,283 2,003 
Repayment of long-term debt(1,507)(1,702)
Repurchases of treasury stock and related forward contract(200)— 
Other(52)(81)
Net Cash Provided by (Used in) Financing Activities5,589 (3,184)
(Decrease) Increase in Cash and Due from Banks(629)74 
Cash and Due from Banks at Beginning of Period3,466 2,994 
Cash and Due from Banks at End of Period$2,837 3,068 

Refer to the Notes to Condensed Consolidated Financial Statements. Note 2 contains cash payments related to interest and income taxes in addition to non-cash investing and financing activities.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)

1. Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of the Bancorp and its majority-owned subsidiaries and VIEs in which the Bancorp has been determined to be the primary beneficiary. Other entities, including certain joint ventures in which the Bancorp has the ability to exercise significant influence over operating and financial policies of the investee, but upon which the Bancorp does not possess control, are accounted for by the equity method and not consolidated. The investments in those entities in which the Bancorp does not have the ability to exercise significant influence are generally carried at fair value unless the investment does not have a readily determinable fair value. The Bancorp accounts for equity investments without a readily determinable fair value using the measurement alternative to fair value, representing the cost of the investment minus any impairment recorded and plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. Intercompany transactions and balances among consolidated entities have been eliminated.

In the opinion of management, the unaudited Condensed Consolidated Financial Statements include all adjustments, which consist of normal recurring accruals, necessary to present fairly the results for the periods presented. In accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information, these statements do not include certain information and footnote disclosures required for complete annual financial statements and it is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Bancorp’s Annual Report on Form 10-K. The results of operations, comprehensive income and changes in equity for the three and nine months ended September 30, 2023 and 2022 and the cash flows for the nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results to be expected for the full year. Financial information as of December 31, 2022 has been derived from the Bancorp’s Annual Report on Form 10-K.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

2. Supplemental Cash Flow Information
Cash payments related to interest and income taxes in addition to non-cash investing and financing activities are presented in the following table for the nine months ended September 30:
($ in millions)20232022
Cash Payments:
Interest$2,554 487 
Income taxes496 124 
Transfers:
Portfolio loans and leases to loans and leases held for sale$281 105 
Loans and leases held for sale to portfolio loans and leases5 406 
Portfolio loans and leases to OREO9 5 
Bank premises and equipment to OREO29 22 
Supplemental Disclosures:
Net additions to lease liabilities under operating leases
$56 102 
Net (reductions) additions to lease liabilities under finance leases
(6)29 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
3. Accounting and Reporting Developments

Standards Adopted in 2023
The Bancorp adopted the following new accounting standards during the nine months ended September 30, 2023:

ASU 2021-08 – Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
In October 2021, the FASB issued ASU 2021-08, which provides guidance on the accounting for revenue contracts with customers which are acquired in a business combination. The amendments generally state that an acquirer accounts for an acquired revenue contract with a customer as if it had originated the contract. The amendments also provide certain practical expedients for acquirers when recognizing and measuring acquired contract assets and liabilities. The Bancorp adopted the amended guidance on January 1, 2023 on a prospective basis and will apply the amendments for business combinations occurring on or after the adoption date. The adoption of the amended guidance did not have a material impact on the Bancorp’s Condensed Consolidated Financial Statements.

ASU 2022-01 – Derivatives and Hedging (Topic 815): Fair Value Hedging-Portfolio Layer Method
In March 2022, the FASB issued ASU 2022-01, which clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios of financial assets and renames the last-of-layer method the portfolio layer method. Under previous guidance, the last-of-layer method enabled an entity to apply fair value hedging to a stated amount of a closed portfolio of prepayable financial assets without having to consider prepayment risk or credit risk when measuring those assets. ASU 2022-01 expands the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. It allows entities to designate multiple layers within a single closed portfolio as individual hedged items. Further, ASU 2022-01 clarifies that the fair value basis adjustments should be adjusted at the portfolio level and should not be allocated to individual assets within the portfolio. The Bancorp adopted the amended guidance on January 1, 2023 on a prospective basis, except for the amendments related to fair value basis adjustments that, if applicable, were required to be applied on a modified retrospective basis. The adoption of the amended guidance did not have a material impact on the Bancorp’s Condensed Consolidated Financial Statements.

ASU 2022-02 – Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures
In March 2022, the FASB issued ASU 2022-02, which eliminates the accounting guidance on troubled debt restructurings for creditors in ASC 310-40, amends the guidance on calculating the allowance for credit losses for restructured financing receivables and requires entities to evaluate all receivable modifications under ASC 310-20 to determine whether a modification made to a borrower results in a new loan or the continuation of an existing loan. The amended guidance adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. The amended guidance also requires disclosure of current period gross charge-offs by year of origination within the vintage disclosures required by ASC 326. The Bancorp adopted the amended guidance on January 1, 2023 on a prospective basis, except for the amendments impacting the measurement of the ACL for TDRs and reasonably expected TDRs, which were adopted on a modified retrospective basis. Upon adoption, the Bancorp recorded a decrease to the ACL of $49 million and a cumulative-effect adjustment to retained earnings of $37 million, net of tax. This adjustment was primarily attributable to the removal of the requirement to use a discounted cash flow approach to measure the impact of certain concessions granted as part of a TDR and the removal of the requirement to consider the impacts of reasonably expected TDRs when estimating expected credit losses. The required disclosures are included in Note 6.

ASU 2022-04 – Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations
In September 2022, the FASB issued ASU 2022-04, which provides guidance on the disclosure requirements for supplier finance programs. The amendments require that a buyer in a supplier finance program disclose sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The Bancorp adopted the amended guidance on January 1, 2023 on a retrospective basis, except for the amendments related to disclosure of rollforward information, which are required to be adopted on January 1, 2024 on a prospective basis. The adoption of the amended guidance did not have a material impact on the Bancorp’s Condensed Consolidated Financial Statements.

Significant Accounting Standards Issued but Not Yet Adopted
The following significant accounting standards were issued but not yet adopted by the Bancorp as of September 30, 2023:

ASU 2022-03 – Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions
In June 2022, the FASB issued ASU 2022-03, which clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to contractual sale restrictions, stating that such restrictions are not considered part of the unit of account of the security and therefore are not considered in measuring fair value. The amended guidance also requires disclosure of the fair value of equity securities subject to contractual sale restrictions and certain additional information about those restrictions. The amended guidance is effective for the Bancorp on January 1, 2024, with early adoption permitted, and is to be applied prospectively.

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Notes to Condensed Consolidated Financial Statements (unaudited)
ASU 2023-02 – Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method
In March 2023, the FASB issued ASU 2023-02, which expands the permitted usage of the proportional amortization method to include additional tax credit investment programs beyond qualifying LIHTC structures if certain conditions are met. The amended guidance permits entities to make elections to apply the proportional amortization method on a program-by-program basis for qualifying programs and also makes certain amendments to measurement and disclosure guidance. The amended disclosure guidance applies to all investments within programs where the proportional amortization method has been elected, including investments within those programs which do not meet the criteria to permit application of the proportional amortization method. The amended guidance is effective for the Bancorp on January 1, 2024, with early adoption permitted, and is to be applied on a modified retrospective or retrospective basis, except for certain provisions affecting the measurement of existing LIHTC investments which may be applied prospectively. The Bancorp plans to adopt the amended guidance on January 1, 2024 on a modified retrospective basis and does not expect the adoption of the proportional amortization method to have a material impact on its Condensed Consolidated Financial Statements.

Reference Rate Reform and LIBOR Transition
In March 2020, the FASB issued ASU 2020-04, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in the ASU apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, which clarified that the optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting also apply to derivatives that are affected by the discounting transition. The expedients and exceptions provided by the amendments did not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity had elected certain optional expedients. Subsequently, in December 2022, the FASB issued ASU 2022-06 which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments in ASU 2020-04 (as amended) are effective for the Bancorp as of March 12, 2020 and may be applied through December 31, 2024. The Bancorp has utilized the optional expedients and exceptions in accounting for certain eligible contract modifications, existing hedging relationships and new hedging relationships as part of its LIBOR transition activities.

In March 2022, the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) was signed into law. The LIBOR Act offers a federal solution for transitioning legacy instruments that lack sufficient provisions addressing LIBOR’s cessation by outlining a uniform process to govern the transition from LIBOR to a replacement rate. The FRB issued final regulations to carry out the terms of the LIBOR Act, which became effective on February 27, 2023. Under the LIBOR Act and the related regulations, three-month CME Term SOFR plus a tenor spread adjustment of 0.26161% was designated as the replacement reference rate for instruments that previously referenced three-month U.S. dollar LIBOR. As of September 30, 2023, substantially all contracts have transitioned to alternative reference rates, either under existing contract terms or under the provisions of the LIBOR Act. Additionally, all remaining LIBOR-based exposures, including derivative contracts, loans, preferred stock and long-term debt, will transition to appropriate alternative reference rates at the time of the next repricing event. Refer to Note 16 and Note 17 for additional information about certain exposures which were transitioned to an alternative reference rate.

Updates to Significant Accounting and Reporting Policies
In conjunction with the adoption of ASU 2022-02 on January 1, 2023, the Bancorp has updated its accounting and reporting policies for nonaccrual loans and leases, loan modifications and the ALLL as described below. Refer to Note 1 of the Notes to Consolidated Financial Statements in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022 for discussion of these accounting and reporting policies for periods prior to January 1, 2023.

Portfolio loans and leases - nonaccrual loans and leases
The Bancorp places loans and leases on nonaccrual status when full repayment of principal and interest is not expected, unless the loan or lease is well-secured and in the process of collection. When a loan is placed on nonaccrual status, the accrual of interest, amortization of loan premium, accretion of loan discount and amortization/accretion of deferred net direct loan origination fees or costs are discontinued and all previously accrued and unpaid interest is reversed against income. The Bancorp utilizes the following policies to determine when full repayment of principal and interest on a loan or lease is not expected:
•Commercial loans are placed on nonaccrual status when there is a clear indication that the borrower’s cash flows may not be sufficient to meet payments as they become due. Commercial loans where the principal or interest has been in default for a period of 90 days or more are generally maintained on nonaccrual status unless the loan is fully or partially guaranteed by a government agency or otherwise considered to be well-secured and in the process of collection.
•Residential mortgage loans are placed on nonaccrual status when principal and interest payments become past due 150 days or more, unless repayment of the loan is fully or partially guaranteed by a government agency. Residential mortgage loans may stay on nonaccrual status for an extended time as the foreclosure process typically lasts longer than 180 days. The Bancorp maintains a reserve for the portion of accrued interest receivable that it estimates will be uncollectible, at the portfolio level, for residential mortgage loans which are past due 90 days or more and on accrual status. This reserve is recorded as a component of other assets on the Bancorp’s Condensed Consolidated Balance Sheets, consistent with the classification of the related accrued interest receivable.
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•Home equity loans and lines of credit are placed on nonaccrual status if principal or interest has been in default for 90 days or more. Home equity loans and lines of credit that have been in default for 60 days or more are also placed on nonaccrual status if the senior lien has been in default 120 days or more.
•Credit card loans that have been modified for a borrower experiencing financial difficulty are placed on nonaccrual status at the time of the modification. Subsequent to the modification, accounts are placed on nonaccrual status when required payments become past due 90 days or more in accordance with the modified terms.
•Indirect secured consumer loans and other consumer loans are generally placed on nonaccrual status when principal or interest becomes past due 90 days or more.
•Loans discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower are placed on nonaccrual status and considered collateral-dependent loans at the time of discharge, regardless of the borrower’s payment history or capacity to repay in the future.

Well-secured loans are collateralized by perfected security interests in real and/or personal property for which the Bancorp estimates proceeds from the sale would be sufficient to recover the outstanding principal and accrued interest balance of the loan and pay all costs to sell the collateral. The Bancorp considers a loan in the process of collection if collection efforts or legal action is proceeding and the Bancorp expects to collect funds sufficient to bring the loan current or recover the entire outstanding principal and accrued interest balance in the near future.

Nonaccrual loans and leases may be returned to accrual status when all delinquent principal and interest payments become current in accordance with the loan agreement and the remaining principal and interest payments are reasonably assured of repayment in accordance with the contractual terms of the loan agreement, or when the loan is both well-secured and in the process of collection. Nonaccrual loans that have been modified for a borrower experiencing financial difficulty may not be returned to accrual status unless such loans have sustained repayment performance of six months or more and are reasonably assured of repayment in accordance with the modified terms. Loans discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower may be returned to accrual status twelve months or more after discharge provided there is a sustained payment history after bankruptcy and collectability is reasonably assured for all remaining contractual payments.

Except for loans discharged in a Chapter 7 bankruptcy that are not reaffirmed by the borrower, accruing residential mortgage loans, home equity loans and lines of credit, indirect secured consumer loans and other consumer loans modified for borrowers experiencing financial difficulty are maintained on accrual status, provided there is reasonable assurance of repayment and of performance according to the modified terms based upon a current, well-documented credit evaluation. Accruing commercial loans modified for borrowers experiencing financial difficulty are maintained on accrual status provided there is a sustained payment history of six months or more prior to the modification and collectability is reasonably assured for all remaining contractual payments under the modified terms. Modifications of commercial loans and credit card loans for borrowers experiencing financial difficulty that do not have a sustained payment history of six months or more in accordance with their modified terms remain on nonaccrual status until a six-month payment history is sustained.

Nonaccrual loans and leases are generally accounted for on the cost recovery method due to the existence of doubt as to the collectability of the remaining amortized cost basis of nonaccrual assets. Under the cost recovery method, any payments received are applied to reduce principal. Once the entire amortized cost basis is collected, additional payments received are treated as recoveries of amounts previously charged-off until recovered in full, and any subsequent payments are treated as interest income. In certain circumstances when the remaining amortized cost basis of a nonaccrual loan or lease is deemed to be fully collectible, the Bancorp may utilize the cash basis method to account for interest payments received on a nonaccrual loan or lease. Under the cash basis method, interest income is recognized when cash is received, to the extent such income would have been accrued on the loan’s remaining balance at the contractual rate.

The Bancorp records a charge-off to the ALLL when all or a portion of a loan or lease is deemed to be uncollectible, after considering the net realizable value of any underlying collateral. Commercial loans and leases on nonaccrual status and criticized commercial loans with aggregate borrower relationships exceeding $1 million are subject to an individual review to identify charge-offs. The Bancorp does not have an established delinquency threshold for partially or fully charging off commercial loans and leases. The Bancorp records charge-offs on consumer loans in accordance with applicable regulatory guidelines, which are primarily based on a loan’s delinquency status.

Portfolio loans and leases - loan modifications
In circumstances where an existing loan is modified (including a restructuring, refinancing, or other changes in terms which affect the loan’s contractual cash flows), the Bancorp evaluates whether the modification results in a continuation of the existing loan or the origination of a new loan. The Bancorp accounts for a modification as a new loan if the terms of the modified loan are at least as favorable to the Bancorp as the terms for comparable loans to other borrowers with similar collection risks who are obtaining new loans, or if the modification of terms is considered more than minor. If neither of these conditions are met, then the Bancorp will account for the loan as a continuation of the existing loan. When a modification is accounted for as a new loan, any unamortized net deferred fees or costs from the original loan are recognized in interest income when the new loan is originated. When a modification is accounted for as a continuation of the existing loan, the unamortized net deferred fees or costs from the original loan and any additional incremental direct fees and costs are carried forward and deferred as part of the amortized cost basis of the modified loan.

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Notes to Condensed Consolidated Financial Statements (unaudited)
ALLL
The Bancorp disaggregates its portfolio loans and leases into portfolio segments for purposes of determining the ALLL. The Bancorp’s portfolio segments include commercial, residential mortgage and consumer. The Bancorp further disaggregates its portfolio segments into classes for purposes of monitoring and assessing credit quality based on certain risk characteristics. Classes within the commercial portfolio segment include commercial and industrial, commercial mortgage owner-occupied, commercial mortgage nonowner-occupied, commercial construction and commercial leasing. The residential mortgage portfolio segment is also considered a class. Classes within the consumer portfolio segment include home equity, indirect secured consumer, credit card and other consumer loans.

The Bancorp maintains the ALLL to absorb the amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. Contractual terms are adjusted for expected prepayments but are not extended for expected extensions, renewals or modifications except in circumstances where extension or renewal options are embedded in the original contract and not unconditionally cancellable by the Bancorp. Accrued interest receivable on loans is presented in the Condensed Consolidated Financial Statements as a component of other assets. When accrued interest is deemed to be uncollectible (typically when a loan is placed on nonaccrual status), interest income is reversed. The Bancorp follows established policies for placing loans on nonaccrual status, so uncollectible accrued interest receivable is reversed in a timely manner. As a result, the Bancorp has elected not to measure a reserve for accrued interest receivable as part of its ALLL. However, the Bancorp does record a reserve for the portion of accrued interest receivable that it expects to be uncollectible.

Credit losses are charged and recoveries are credited to the ALLL. The ALLL is maintained at a level the Bancorp considers to be adequate and is based on ongoing quarterly assessments and evaluations of the collectability of loans and leases, including historical credit loss experience, current and forecasted market and economic conditions and consideration of various qualitative factors that, in management’s judgment, deserve consideration in estimating expected credit losses. Provisions for credit losses are recorded for the amounts necessary to adjust the ALLL to the Bancorp’s current estimate of expected credit losses on portfolio loans and leases.

The Bancorp’s methodology for determining the ALLL includes an estimate of expected credit losses on a collective basis for groups of loans and leases with similar risk characteristics and specific allowances for loans and leases which are individually evaluated.

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million on nonaccrual status are individually evaluated for an ALLL. The Bancorp considers the current value of collateral, credit quality of any guarantees, the guarantor’s liquidity and willingness to cooperate, the loan or lease structure (including modifications, if any) and other factors when determining the amount of the ALLL. Other factors may include the borrower’s susceptibility to risks presented by the forecasted macroeconomic environment, the industry and geographic region of the borrower, size and financial condition of the borrower, cash flow and leverage of the borrower and the Bancorp’s evaluation of the borrower’s management. When loans and leases are individually evaluated, allowances are determined based on management’s estimate of the borrower’s ability to repay the loan or lease given the availability of collateral and other sources of cash flow, as well as an evaluation of legal options available to the Bancorp. Allowances for individually evaluated loans and leases that are collateral-dependent are measured based on the fair value of the underlying collateral, less expected costs to sell where applicable. Individually evaluated loans and leases that are not collateral-dependent are measured based on the observable market value of the loan or lease or the present value of expected cash flows, discounted at the loan’s effective interest rate. Specific allowances on individually evaluated commercial loans and leases are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

The Bancorp considers loans to be collateral-dependent when it becomes probable that repayment of the loan will be provided through the sale or operation of the collateral instead of from payments made by the borrower. The expected credit losses for these loans are typically estimated based on the fair value of the underlying collateral, less expected costs to sell where applicable. Specific allowances on individually evaluated consumer and residential mortgage loans are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

Expected credit losses are estimated on a collective basis for loans and leases that are not individually evaluated. For collectively evaluated loans and leases, the Bancorp uses models to forecast expected credit losses based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. The estimate of the expected balance at the time of default considers prepayments and, for loans with available credit, expected utilization rates. The Bancorp’s expected credit loss models were developed based on historical credit loss experience and observations of migration patterns for various credit risk characteristics (such as internal credit risk ratings, external credit ratings or scores, delinquency status, loan-to-value trends, etc.) over time, with those observations evaluated in the context of concurrent macroeconomic conditions. The Bancorp developed its models from historical observations capturing a full economic cycle when possible.

The Bancorp’s expected credit loss models consider historical credit loss experience, current market and economic conditions, and forecasted changes in market and economic conditions if such forecasts are considered reasonable and supportable. Generally, the Bancorp considers its forecasts to be reasonable and supportable for a period of up to three years from the estimation date. For periods beyond the reasonable and supportable forecast period, expected credit losses are estimated by reverting to historical loss information without adjustment for changes in
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Notes to Condensed Consolidated Financial Statements (unaudited)
economic conditions. This reversion is phased in over a two-year period. The Bancorp evaluates the length of its reasonable and supportable forecast period, its reversion period and reversion methodology at least annually, or more often if warranted by economic conditions or other circumstances.

The Bancorp also considers qualitative factors in determining the ALLL. Qualitative factors are used to capture characteristics in the portfolio that impact expected credit losses but are not fully captured within the Bancorp’s expected credit loss models. These include adjustments for changes in policies or procedures in underwriting, monitoring or collections, lending and risk management personnel and results of internal audit and quality control reviews. These may also include adjustments, when deemed necessary, for specific idiosyncratic risks such as geopolitical events, natural disasters and their effects on regional borrowers, and changes in product structures. Qualitative factors may also be used to address the impacts of unforeseen events on key inputs and assumptions within the Bancorp’s expected credit loss models, such as the reasonable and supportable forecast period, changes to historical loss information or changes to the reversion period or methodology. When evaluating the adequacy of allowances, consideration is also given to regional geographic concentrations and the closely associated effect that changing economic conditions may have on the Bancorp’s customers.
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Notes to Condensed Consolidated Financial Statements (unaudited)
4. Investment Securities
The following tables provide the amortized cost, unrealized gains and losses and fair value for the major categories of the available-for-sale debt and other securities and held-to-maturity securities portfolios as of:
September 30, 2023 ($ in millions)Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$3,680 1 (219)3,462 
Obligations of states and political subdivisions securities2 — — 2 
Mortgage-backed securities:
Agency residential mortgage-backed securities11,743 — (1,867)9,876 
Agency commercial mortgage-backed securities29,055 — (4,594)24,461 
Non-agency commercial mortgage-backed securities4,922 — (597)4,325 
Asset-backed securities and other debt securities5,378 3 (391)4,990 
Other securities(a)
777 — — 777 
Total available-for-sale debt and other securities$55,557 4 (7,668)47,893 
Held-to-maturity securities:
Asset-backed securities and other debt securities$2 — — 2 
Total held-to-maturity securities$2 — — 2 
(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $281, $494 and $2, respectively, at September 30, 2023, that are carried at cost.

December 31, 2022 ($ in millions)Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair
Value
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$2,683 — (188)2,495 
Obligations of states and political subdivisions securities18 — — 18 
Mortgage-backed securities:
Agency residential mortgage-backed securities12,604 5 (1,372)11,237 
Agency commercial mortgage-backed securities29,824 11 (3,513)26,322 
Non-agency commercial mortgage-backed securities5,235 — (520)4,715 
Asset-backed securities and other debt securities6,292 3 (453)5,842 
Other securities(a)
874 — — 874 
Total available-for-sale debt and other securities$57,530 19 (6,046)51,503 
Held-to-maturity securities:
Obligations of states and political subdivisions securities$3 — — 3 
Asset-backed securities and other debt securities2 — — 2 
Total held-to-maturity securities$5 — — 5 
(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $381, $491 and $2, respectively, at December 31, 2022, that are carried at cost.

The following table provides the fair value of trading debt securities and equity securities as of:

($ in millions)		September 30,
2023		December 31,
2022
Trading debt securities$1,222 414 
Equity securities250 317 

The amounts reported in the preceding tables exclude accrued interest receivable on investment securities of $150 million and $131 million at September 30, 2023 and December 31, 2022, respectively, which is presented as a component of other assets in the Condensed Consolidated Balance Sheets.

The Bancorp uses investment securities as a means of managing interest rate risk, providing collateral for pledging purposes and for liquidity risk management. As part of managing interest rate risk, the Bancorp acquires securities as a component of its MSR non-qualifying hedging strategy, with net gains or losses recorded in securities losses, net – non-qualifying hedges on mortgage servicing rights in the Condensed Consolidated Statements of Income.

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Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents the components of net securities gains and losses recognized in the Condensed Consolidated Statements of Income, including those recognized related to the Bancorp’s non-qualifying hedging strategy for MSRs:
For the three months ended September 30,For the nine months ended
September 30,
($ in millions)2023202220232022
Available-for-sale debt and other securities:
Realized gains$1 3 34 15 
Realized losses— (3)(30)(12)
Impairment losses(1)— (5)— 
Net realized (losses) gains on available-for-sale debt and other securities$— — (1)3 
Trading debt securities:
Net realized losses— (1)— (2)
Net unrealized gains— — 2 11 
Net trading debt securities gains (losses)$— (1)2 9 
Equity securities:
Net realized gains2 1 3 1 
Net unrealized losses(9)(39)(1)(99)
Net equity securities gains (losses)$(7)(38)2 (98)
Total gains (losses) recognized in income from available-for-sale debt and other securities, trading debt securities and equity securities(a)
$(7)(39)3 (86)
(a)Excludes $2 and $3 of net securities gains for the three and nine months ended September 30, 2023, respectively, and $1 and $4 of net securities losses for the three and nine months ended September 30, 2022, respectively, related to securities held by FTS to facilitate the timely execution of customer transactions. These gains and losses are included in commercial banking revenue and wealth and asset management revenue in the Condensed Consolidated Statements of Income.

The Bancorp recognized impairment losses on available-for-sale debt and other securities of $1 million and $5 million during the three and nine months ended September 30, 2023, respectively. These losses were included in securities gains (losses), net, in the Condensed Consolidated Statements of Income. These losses related to certain securities in unrealized loss positions where the Bancorp has determined that it no longer intends to hold the securities until the recovery of their amortized cost bases. The Bancorp did not recognize impairment losses on its available-for-sale debt and other securities for both the three and nine months ended September 30, 2022.

At both September 30, 2023 and December 31, 2022, the Bancorp completed its evaluation of the available-for-sale debt and other securities in an unrealized loss position and did not recognize an allowance for credit losses. The Bancorp did not recognize provision expense related to available-for-sale debt and other securities in an unrealized loss position during both the three and nine months ended September 30, 2023 and 2022.

At September 30, 2023 and December 31, 2022, investment securities with a fair value of $23.8 billion and $11.0 billion, respectively, were pledged to secure borrowing capacity, public deposits, trust funds, derivative contracts and for other purposes as required or permitted by law.

The expected maturity distribution of the Bancorp’s mortgage-backed securities and the contractual maturity distribution of the remainder of the Bancorp’s available-for-sale debt and other securities and held-to-maturity securities as of September 30, 2023 are shown in the following table:
($ in millions)Available-for-Sale Debt and OtherHeld-to-Maturity
Amortized CostFair ValueAmortized CostFair Value
Debt securities:(a)
Due in 1 year or less$170 166 — — 
Due after 1 year through 5 years15,597 14,333 — — 
Due after 5 years through 10 years28,864 24,235 — — 
Due after 10 years10,149 8,382 2 2 
Other securities777 777 — — 
Total$55,557 47,893 2 2 
(a)Actual maturities may differ from contractual maturities when a right to call or prepay obligations exists with or without call or prepayment penalties.

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Notes to Condensed Consolidated Financial Statements (unaudited)
The following table provides the fair value and gross unrealized losses on available-for-sale debt and other securities in an unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of:
Less than 12 months12 months or moreTotal
($ in millions)Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses		Fair ValueUnrealized
Losses
September 30, 2023
U.S. Treasury and federal agencies securities$735 (7)2,077 (212)2,812 (219)
Agency residential mortgage-backed securities154 (15)9,721 (1,852)9,875 (1,867)
Agency commercial mortgage-backed securities5,392 (787)19,069 (3,807)24,461 (4,594)
Non-agency commercial mortgage-backed securities134 (9)4,134 (588)4,268 (597)
Asset-backed securities and other debt securities367 (23)4,219 (368)4,586 (391)
Total$6,782 (841)39,220 (6,827)46,002 (7,668)
December 31, 2022
U.S. Treasury and federal agencies securities$2,400 (188)— — 2,400 (188)
Obligations of states and political subdivisions securities— — 1 — 1 — 
Agency residential mortgage-backed securities10,078 (1,170)938 (202)11,016 (1,372)
Agency commercial mortgage-backed securities22,083 (2,487)3,697 (1,026)25,780 (3,513)
Non-agency commercial mortgage-backed securities3,621 (272)1,059 (248)4,680 (520)
Asset-backed securities and other debt securities3,164 (178)2,495 (275)5,659 (453)
Total$41,346 (4,295)8,190 (1,751)49,536 (6,046)

At September 30, 2023 and December 31, 2022, $46 million and $42 million, respectively, of unrealized losses in the available-for-sale debt and other securities portfolio were related to non-rated securities.

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Notes to Condensed Consolidated Financial Statements (unaudited)
5. Loans and Leases
The Bancorp diversifies its loan and lease portfolio by offering a variety of loan and lease products with various payment terms and rate structures. The Bancorp’s commercial loan and lease portfolio consists of lending to various industry types. Management periodically reviews the performance of its loan and lease products to evaluate whether they are performing within acceptable interest rate and credit risk levels and changes are made to underwriting policies and procedures as needed. The Bancorp maintains an allowance to absorb loan and lease losses that are expected to be incurred over the remaining contractual terms of the related loans and leases. For further information on credit quality and the ALLL, refer to Note 6.

The following table provides a summary of commercial loans and leases classified by primary purpose and consumer loans classified based upon product or collateral as of:

($ in millions)		September 30,
2023		December 31,
2022
Loans and leases held for sale:
Commercial and industrial loans$29 73 
Commercial construction loans52 — 
Residential mortgage loans533 934 
Total loans and leases held for sale$614 1,007 
Portfolio loans and leases:
Commercial and industrial loans$55,790 57,232 
Commercial mortgage loans11,122 11,020 
Commercial construction loans5,582 5,433 
Commercial leases2,624 2,704 
Total commercial loans and leases$75,118 76,389 
Residential mortgage loans$17,293 17,628 
Home equity3,898 4,039 
Indirect secured consumer loans15,434 16,552 
Credit card1,817 1,874 
Other consumer loans6,528 4,998 
Total consumer loans$44,970 45,091 
Total portfolio loans and leases$120,088 121,480 

Portfolio loans and leases are recorded net of unearned income, which totaled $276 million and $238 million as of September 30, 2023 and December 31, 2022, respectively. Additionally, portfolio loans and leases are recorded net of unamortized premiums and discounts, deferred direct loan origination fees and costs and fair value adjustments (associated with acquired loans or loans designated as fair value upon origination) which totaled a net discount of $339 million and net premium of $146 million as of September 30, 2023 and December 31, 2022, respectively. The amortized cost basis of loans and leases excludes accrued interest receivable of $584 million and $518 million at September 30, 2023 and December 31, 2022, respectively, which is presented as a component of other assets in the Condensed Consolidated Balance Sheets.

The Bancorp’s FHLB and FRB borrowings are primarily secured by loans. The Bancorp had loans of $14.8 billion and $15.9 billion as of September 30, 2023 and December 31, 2022, respectively, pledged to the FHLB, and loans of $51.5 billion and $57.1 billion at September 30, 2023 and December 31, 2022, respectively, pledged to the FRB.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents a summary of the total loans and leases owned by the Bancorp as of:
Carrying Value
90 Days Past Due and Still Accruing(a)

($ in millions)		September 30,
2023		December 31,
2022		September 30,
2023		December 31,
2022
Commercial and industrial loans$55,819 57,305 3 11 
Commercial mortgage loans11,122 11,020 — — 
Commercial construction loans5,634 5,433 — — 
Commercial leases2,624 2,704 — 2 
Residential mortgage loans17,826 18,562 6 7 
Home equity3,898 4,039 — 1 
Indirect secured consumer loans15,434 16,552 — — 
Credit card1,817 1,874 20 18 
Other consumer loans6,528 4,998 — 1 
Total loans and leases$120,702 122,487 29 40 
Less: Loans and leases held for sale614 1,007 
Total portfolio loans and leases$120,088 121,480 
(a)Excludes government guaranteed residential mortgage loans.

The following table presents a summary of net charge-offs (recoveries):
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Commercial and industrial loans$65 34 127 76 
Commercial mortgage loans— — — (1)
Commercial construction loans— (1)1 2 
Commercial leases(1)(1)(1)(1)
Residential mortgage loans— (1)— (2)
Home equity— (1)1 (2)
Indirect secured consumer loans19 10 48 23 
Credit card15 12 46 39 
Other consumer loans26 10 70 25 
Total net charge-offs$124 62 292 159 

The following table presents the components of the net investment in portfolio leases as of:
($ in millions)(a)
September 30,
2023		December 31,
2022
Net investment in direct financing leases:
Lease payment receivable (present value)$591 570 
Unguaranteed residual assets (present value)99 107 
Net investment in sales-type leases:
Lease payment receivable (present value)1,605 1,704 
Unguaranteed residual assets (present value)81 76 
(a)Excludes $248 and $247 of leveraged leases at September 30, 2023 and December 31, 2022, respectively.

Interest income recognized in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2023 was $7 million and $20 million, respectively, for direct financing leases and $16 million and $47 million, respectively, for sales-type leases. For the three and nine months ended September 30, 2022, interest income recognized was $7 million and $22 million, respectively, for direct financing leases and $13 million and $36 million, respectively, for sales-type leases.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents undiscounted cash flows for both direct financing and sales-type leases for the remainder of 2023 through 2028 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease receivables as follows:
As of September 30, 2023 ($ in millions)Direct Financing
Leases		Sales-Type Leases
Remainder of 2023$65 130 
2024170 501 
2025137 438 
2026116 261 
202773 199 
202832 126 
Thereafter48 96 
Total undiscounted cash flows$641 1,751 
Less: Difference between undiscounted cash flows and discounted cash flows50 146 
Present value of lease payments (recognized as lease receivables)$591 1,605 

The lease residual value represents the present value of the estimated fair value of the leased equipment at the end of the lease. The Bancorp performs quarterly reviews of residual values associated with its leasing portfolio considering factors such as the subject equipment, structure of the transaction, industry, prior experience with the lessee and other factors that impact the residual value to assess for impairment. The Bancorp maintained an allowance of $16 million and $15 million at September 30, 2023 and December 31, 2022, respectively, to cover the losses that are expected to be incurred over the remaining contractual terms of the related leases, including the potential losses related to the lease residual value. Refer to Note 6 for additional information on credit quality and the ALLL.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
6. Credit Quality and the Allowance for Loan and Lease Losses
The Bancorp disaggregates ALLL balances and transactions in the ALLL by portfolio segment. Credit quality related disclosures for loans and leases are further disaggregated by class.

Allowance for Loan and Lease Losses
The following tables summarize transactions in the ALLL by portfolio segment:
For the three months ended September 30, 2023 ($ in millions)
Commercial		Residential
Mortgage
Consumer
Total
Balance, beginning of period$1,199 173 955 2,327 
Losses charged off(a)
(70)(1)(87)(158)
Recoveries of losses previously charged off(a)
6 1 27 34 
Provision for (benefit from) loan and lease losses52 (18)103 137 
Balance, end of period$1,187 155 998 2,340 
(a)The Bancorp recorded $8 in both losses charged off and recoveries of losses previously charged off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

For the three months ended September 30, 2022 ($ in millions)

Commercial
Residential
Mortgage

Consumer

Total
Balance, beginning of period$1,165 248 601 2,014 
Losses charged off(a)
(47)(1)(56)(104)
Recoveries of losses previously charged off(a)
15 2 25 42 
Provision for loan and lease losses25 5 117 147 
Balance, end of period$1,158 254 687 2,099 
(a)The Bancorp recorded $8 in both losses charged off and recoveries of losses previously charged off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

For the nine months ended September 30, 2023 ($ in millions)

Commercial		Residential
Mortgage
Consumer
Total
Balance, beginning of period$1,127 245 822 2,194 
Impact of adoption of ASU 2022-024 (36)(17)(49)
Losses charged off(a)
(140)(3)(246)(389)
Recoveries of losses previously charged off(a)
13 3 81 97 
Provision for (benefit from) loan and lease losses183 (54)358 487 
Balance, end of period$1,187 155 998 2,340 
(a)The Bancorp recorded $26 in both losses charged off and recoveries of losses previously charged off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

For the nine months ended September 30, 2022 ($ in millions)
CommercialResidential MortgageConsumerTotal
Balance, beginning of period$1,102 235 555 1,892 
Losses charged off(a)
(95)(2)(162)(259)
Recoveries of losses previously charged off(a)
19 4 77 100 
Provision for loan and lease losses132 17 217 366 
Balance, end of period$1,158 254 687 2,099 
(a)The Bancorp recorded $23 in both losses charged off and recoveries of losses previously charged off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables provide a summary of the ALLL and related loans and leases classified by portfolio segment:
As of September 30, 2023 ($ in millions)
Commercial		Residential
Mortgage
Consumer
Total
ALLL:(a)
Individually evaluated$70 1 6 77 
Collectively evaluated1,117 154 992 2,263 
Total ALLL$1,187 155 998 2,340 
Portfolio loans and leases:(b)
Individually evaluated$247 125 69 441 
Collectively evaluated74,871 17,055 27,608 119,534 
Total portfolio loans and leases$75,118 17,180 27,677 119,975 
(a)Includes $2 related to commercial leveraged leases at September 30, 2023.
(b)Excludes $113 of residential mortgage loans measured at fair value and includes $248 of commercial leveraged leases, net of unearned income, at September 30, 2023.

As of December 31, 2022 ($ in millions)

Commercial
Residential
Mortgage

Consumer

Total
ALLL:(a)
Individually evaluated$30 47 45 122 
Collectively evaluated1,097 198 777 2,072 
Total ALLL$1,127 245 822 2,194 
Portfolio loans and leases:(b)
Individually evaluated$531 560 297 1,388 
Collectively evaluated75,858 16,945 27,166 119,969 
Total portfolio loans and leases$76,389 17,505 27,463 121,357 
(a)Includes $2 related to commercial leveraged leases at December 31, 2022.
(b)Excludes $123 of residential mortgage loans measured at fair value and includes $247 of commercial leveraged leases, net of unearned income, at December 31, 2022.

CREDIT RISK PROFILE
Commercial Portfolio Segment
For purposes of monitoring the credit quality and risk characteristics of its commercial portfolio segment, the Bancorp disaggregates the segment into the following classes: commercial and industrial, commercial mortgage owner-occupied, commercial mortgage nonowner-occupied, commercial construction and commercial leases.

To facilitate the monitoring of credit quality within the commercial portfolio segment, the Bancorp utilizes the following categories of credit ratings: pass, special mention, substandard, doubtful and loss. The five categories, which are derived from standard regulatory rating definitions, are assigned upon initial approval of credit to borrowers and updated periodically thereafter.

Pass ratings, which are assigned to those borrowers that do not have identified potential or well-defined weaknesses and for which there is a high likelihood of orderly repayment, are updated at least annually based on the size and credit characteristics of the borrower. All other categories are updated on a quarterly basis during the month preceding the end of the calendar quarter.

The Bancorp assigns a special mention rating to loans and leases that have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may, at some future date, result in the deterioration of the repayment prospects for the loan or lease or the Bancorp’s credit position.

The Bancorp assigns a substandard rating to loans and leases that are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged. Substandard loans and leases have well-defined weaknesses or weaknesses that could jeopardize the orderly repayment of the debt. Loans and leases with this rating also are characterized by the distinct possibility that the Bancorp will sustain some loss if the deficiencies noted are not addressed and corrected.

The Bancorp assigns a doubtful rating to loans and leases that have all the attributes of a substandard rating with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors that may work to the advantage of and strengthen the credit quality of the loan or lease, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors may include a proposed merger or acquisition, liquidation proceeding, capital injection, perfecting liens on additional collateral or refinancing plans.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Loans and leases classified as loss are considered uncollectible and are charged off in the period in which they are determined to be uncollectible. Because loans and leases in this category are fully charged off, they are not included in the following tables.

For loans and leases that are collectively evaluated for an ACL, the Bancorp utilizes models to forecast expected credit losses over a reasonable and supportable forecast period based on the probability of a loan or lease defaulting, the expected balance at the estimated date of default and the expected loss percentage given a default. For the commercial portfolio segment, the estimates for probability of default are primarily based on internal ratings assigned to each commercial borrower on a 13-point scale and historical observations of how those ratings migrate to a default over time in the context of macroeconomic conditions. For loans with available credit, the estimate of the expected balance at the time of default considers expected utilization rates, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions. For more information about the Bancorp’s processes for developing these models, estimating credit losses for periods beyond the reasonable and supportable forecast period and for estimating credit losses for individually evaluated loans, refer to Note 3.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present the amortized cost basis of the Bancorp’s commercial portfolio segment, by class and vintage, disaggregated by credit risk rating:
As of September 30, 2023 ($ in millions) Term Loans and Leases by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20232022202120202019PriorTotal
Commercial and industrial loans:
Pass$1,881 3,875 2,050 705 315 412 42,533 — 51,771 
Special mention14 90 40 14 16 107 1,465 — 1,746 
Substandard123 101 47 184 50 95 1,673 — 2,273 
Doubtful— — — — — — — — — 
Total commercial and industrial loans$2,018 4,066 2,137 903 381 614 45,671 — 55,790 
Commercial mortgage owner-occupied loans:

Pass$695 1,004 685 390 205 265 1,693 — 4,937 
Special mention29 10 24 — — 1 74 — 138 
Substandard39 22 12 17 51 12 123 — 276 
Doubtful— — — — — — — — — 
Total commercial mortgage owner- occupied loans$763 1,036 721 407 256 278 1,890 — 5,351 
Commercial mortgage nonowner-occupied loans:

Pass$602 908 323 404 312 314 2,617 — 5,480 
Special mention103 15 24 — — 7 27 — 176 
Substandard23 22 8 5 — 3 54 — 115 
Doubtful— — — — — — — — — 
Total commercial mortgage nonowner-occupied loans$728 945 355 409 312 324 2,698 — 5,771 
Commercial construction loans:

Pass$150 30 35 42 71 6 4,800 — 5,134 
Special mention— — — — — — 190 — 190 
Substandard63 — 33 — — — 162 — 258 
Doubtful— — — — — — — — — 
Total commercial construction loans$213 30 68 42 71 6 5,152 — 5,582 
Commercial leases:

Pass$435 427 525 230 161 754 — — 2,532 
Special mention— 5 6 3 3 8 — — 25 
Substandard11 7 12 3 4 30 — — 67 
Doubtful— — — — — — — — — 
Total commercial leases$446 439 543 236 168 792 — — 2,624 
Total commercial loans and leases:
Pass$3,763 6,244 3,618 1,771 1,064 1,751 51,643 — 69,854 
Special mention146 120 94 17 19 123 1,756 — 2,275 
Substandard259 152 112 209 105 140 2,012 — 2,989 
Doubtful— — — — — — — — — 
Total commercial loans and leases$4,168 6,516 3,824 1,997 1,188 2,014 55,411 — 75,118 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
As of December 31, 2022 ($ in millions) Term Loans and Leases by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20222021202020192018PriorTotal
Commercial and industrial loans:
Pass$3,825 3,098 994 445 269 488 44,521 — 53,640 
Special mention65 24 15 36 10 24 1,221 — 1,395 
Substandard150 77 233 26 7 107 1,597 — 2,197 
Doubtful— — — — — — — — — 
Total commercial and industrial loans$4,040 3,199 1,242 507 286 619 47,339 — 57,232 
Commercial mortgage owner-occupied loans:
Pass$1,177 826 522 257 160 264 1,624 — 4,830 
Special mention17 15 13 12 13 2 56 — 128 
Substandard51 14 20 73 11 25 106 — 300 
Doubtful— — — — — — — — — 
Total commercial mortgage owner-occupied loans$1,245 855 555 342 184 291 1,786 — 5,258 
Commercial mortgage nonowner-occupied loans:
Pass$1,127 462 490 397 220 170 2,453 — 5,319 
Special mention1 84 26 — — 23 88 — 222 
Substandard65 19 18 1 1 17 100 — 221 
Doubtful— — — — — — — — — 
Total commercial mortgage nonowner-occupied loans$1,193 565 534 398 221 210 2,641 — 5,762 
Commercial construction loans:
Pass$82 31 93 8 35 7 4,684 — 4,940 
Special mention— — — — — — 293 — 293 
Substandard53 — — — — 2 145 — 200 
Doubtful— — — — — — — — — 
Total commercial construction loans$135 31 93 8 35 9 5,122 — 5,433 
Commercial leases:
Pass$584 664 306 192 146 696 — — 2,588 
Special mention— 4 2 4 7 19 — — 36 
Substandard1 20 2 4 21 32 — — 80 
Doubtful— — — — — — — — — 
Total commercial leases$585 688 310 200 174 747 — — 2,704 
Total commercial loans and leases:
Pass$6,795 5,081 2,405 1,299 830 1,625 53,282 — 71,317 
Special mention83 127 56 52 30 68 1,658 — 2,074 
Substandard320 130 273 104 40 183 1,948 — 2,998 
Doubtful— — — — — — — — — 
Total commercial loans and leases$7,198 5,338 2,734 1,455 900 1,876 56,888 — 76,389 

The following table summarizes the Bancorp’s gross charge-offs within the commercial portfolio segment, by class and vintage:
For the nine months ended September 30, 2023
($ in millions)
Term Loans and Leases by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20232022202120202019PriorTotal
Commercial loans and leases:
Commercial and industrial loans$24 6 12 1 — 5 90 — 138 
Commercial mortgage owner-occupied loans— — — — — — 1 — 1 
Commercial construction loans— — — — — — 1 — 1 
Total commercial loans and leases$24 6 12 1 — 5 92 — 140 



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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Age Analysis of Past Due Commercial Loans and Leases
The following tables summarize the Bancorp’s amortized cost basis in portfolio commercial loans and leases, by age and class:
Current
Loans and
Leases(a)
Past DueTotal Loans
and Leases		90 Days Past
Due and Still
Accruing
As of September 30, 2023 ($ in millions)
30-89
Days(a)
90 Days
or More(a)
Total
Past Due
Commercial loans and leases:
Commercial and industrial loans$55,697 48 45 93 55,790 3 
Commercial mortgage owner-occupied loans5,346 2 3 5 5,351 — 
Commercial mortgage nonowner-occupied loans5,771 — — — 5,771 — 
Commercial construction loans5,576 6 — 6 5,582 — 
Commercial leases2,601 23 — 23 2,624 — 
Total portfolio commercial loans and leases$74,991 79 48 127 75,118 3 
(a)Includes accrual and nonaccrual loans and leases.

Current
Loans and
Leases(a)
Past DueTotal Loans
and Leases		90 Days Past
Due and Still
Accruing
As of December 31, 2022 ($ in millions)
30-89
Days(a)
90 Days
or More(a)
Total
Past Due
Commercial loans and leases:
Commercial and industrial loans$57,092 98 42 140 57,232 11 
Commercial mortgage owner-occupied loans5,241 14 3 17 5,258 — 
Commercial mortgage nonowner-occupied loans5,756 6 — 6 5,762 — 
Commercial construction loans5,424 7 2 9 5,433 — 
Commercial leases2,698 4 2 6 2,704 2 
Total portfolio commercial loans and leases$76,211 129 49 178 76,389 13 
(a)Includes accrual and nonaccrual loans and leases.

Residential Mortgage and Consumer Portfolio Segments
For purposes of monitoring the credit quality and risk characteristics of its consumer portfolio segment, the Bancorp disaggregates the segment into the following classes: home equity, indirect secured consumer loans, credit card and other consumer loans. The Bancorp’s residential mortgage portfolio segment is also a separate class.

The Bancorp considers repayment performance as the best indicator of credit quality for residential mortgage and consumer loans, which includes both the delinquency status and performing versus nonperforming status of the loans. The delinquency status of all residential mortgage and consumer loans and the performing versus nonperforming status are presented in the following tables.

For collectively evaluated loans in the consumer and residential mortgage portfolio segments, the Bancorp’s expected credit loss models primarily utilize the borrower’s FICO score and delinquency history in combination with macroeconomic conditions when estimating the probability of default. The estimates for loss severity are primarily based on collateral type and coverage levels and the susceptibility of those characteristics to changes in macroeconomic conditions. The expected balance at the estimated date of default is also especially impactful in the expected credit loss models for portfolio classes which generally have longer terms (such as residential mortgage loans and home equity) and portfolio classes containing a high concentration of loans with revolving privileges (such as home equity). The estimate of the expected balance at the time of default considers expected prepayment and utilization rates where applicable, which are primarily based on macroeconomic conditions and the utilization history of similar borrowers under those economic conditions. Refer to Note 3 for additional information about the Bancorp’s process for developing these models and its process for estimating credit losses for periods beyond the reasonable and supportable forecast period.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present the amortized cost basis of the Bancorp’s residential mortgage and consumer portfolio segments, by class and vintage, disaggregated by both age and performing versus nonperforming status:
As of September 30, 2023 ($ in millions)Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20232022202120202019PriorTotal
Residential mortgage loans:
Performing:
Current(a)
$889 3,171 5,103 2,768 968 4,129 — — 17,028 
30-89 days past due— 1 5 1 1 13 — — 21 
90 days or more past due— 2 1 — — 3 — — 6 
Total performing889 3,174 5,109 2,769 969 4,145 — — 17,055 
Nonperforming— 5 5 5 4 106 — — 125 
Total residential mortgage loans(b)
$889 3,179 5,114 2,774 973 4,251 — — 17,180 
Home equity:

Performing:

Current$58 43 3 6 12 97 3,561 32 3,812 
30-89 days past due— — — — — 2 23 3 28 
90 days or more past due— — — — — — — — — 
Total performing58 43 3 6 12 99 3,584 35 3,840 
Nonperforming— — — — — 6 51 1 58 
Total home equity$58 43 3 6 12 105 3,635 36 3,898 
Indirect secured consumer loans:

Performing:









Current$3,392 4,685 4,363 1,761 727 337 — — 15,265 
30-89 days past due16 44 38 19 12 9 — — 138 
90 days or more past due— — — — — — — — — 
Total performing3,408 4,729 4,401 1,780 739 346 — — 15,403 
Nonperforming2 9 8 6 3 3 — — 31 
Total indirect secured consumer loans$3,410 4,738 4,409 1,786 742 349 — — 15,434 
Credit card:

Performing:
Current$— — — — — — 1,744 — 1,744 
30-89 days past due— — — — — — 21 — 21 
90 days or more past due— — — — — — 20 — 20 
Total performing— — — — — — 1,785 — 1,785 
Nonperforming— — — — — — 32 — 32 
Total credit card$— — — — — — 1,817 — 1,817 
Other consumer loans:

Performing:

Current$2,071 2,773 340 173 92 117 847 40 6,453 
30-89 days past due5 16 4 2 2 1 3 1 34 
90 days or more past due— — — — — — — — — 
Total performing2,076 2,789 344 175 94 118 850 41 6,487 
Nonperforming4 30 4 1 1 1 — — 41 
Total other consumer loans$2,080 2,819 348 176 95 119 850 41 6,528 
Total residential mortgage and consumer loans:
Performing:
Current$6,410 10,672 9,809 4,708 1,799 4,680 6,152 72 44,302 
30-89 days past due21 61 47 22 15 25 47 4 242 
90 days or more past due— 2 1 — — 3 20 — 26 
Total performing6,431 10,735 9,857 4,730 1,814 4,708 6,219 76 44,570 
Nonperforming6 44 17 12 8 116 83 1 287 
Total residential mortgage and consumer loans(b)
$6,437 10,779 9,874 4,742 1,822 4,824 6,302 77 44,857 
(a)Information includes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. As of September 30, 2023, $84 of these loans were 30-89 days past due and $143 were 90 days or more past due. The Bancorp recognized $1 and $2 of losses during the three and nine months ended September 30, 2023, respectively, due to claim denials and curtailments associated with these insured or guaranteed loans.
(b)Excludes $113 of residential mortgage loans measured at fair value at September 30, 2023, including $2 of nonperforming loans.
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As of December 31, 2022 ($ in millions) Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20222021202020192018PriorTotal
Residential mortgage loans:
Performing:
Current(a)
$3,195 5,440 2,981 1,051 344 4,336 — — 17,347 
30-89 days past due4 4 3 1 2 15 — — 29 
90 days or more past due— — 1 — 1 5 — — 7 
Total performing3,199 5,444 2,985 1,052 347 4,356 — — 17,383 
Nonperforming— 3 4 4 7 104 — — 122 
Total residential mortgage loans(b)
$3,199 5,447 2,989 1,056 354 4,460 — — 17,505 
Home equity:
Performing:
Current$46 3 7 15 17 94 3,741 18 3,941 
30-89 days past due— — — — — 2 28 — 30 
90 days or more past due— — — — — 1 — — 1 
Total performing46 3 7 15 17 97 3,769 18 3,972 
Nonperforming— — — — — 8 58 1 67 
Total home equity$46 3 7 15 17 105 3,827 19 4,039 
Indirect secured consumer loans:
Performing:
Current$6,034 5,875 2,600 1,217 416 239 — — 16,381 
30-89 days past due34 42 28 22 11 5 — — 142 
90 days or more past due— — — — — — — — — 
Total performing6,068 5,917 2,628 1,239 427 244 — — 16,523 
Nonperforming4 6 7 6 4 2 — — 29 
Total indirect secured consumer loans$6,072 5,923 2,635 1,245 431 246 — — 16,552 
Credit card:
Performing:
Current$— — — — — — 1,808 — 1,808 
30-89 days past due— — — — — — 21 — 21 
90 days or more past due— — — — — — 18 — 18 
Total performing— — — — — — 1,847 — 1,847 
Nonperforming— — — — — — 27 — 27 
Total credit card$— — — — — — 1,874 — 1,874 
Other consumer loans:
Performing:
Current$2,704 540 355 169 112 146 908 26 4,960 
30-89 days past due14 6 3 2 2 2 3 — 32 
90 days or more past due— — — — — — 1 — 1 
Total performing2,718 546 358 171 114 148 912 26 4,993 
Nonperforming2 1 — — — 1 1 — 5 
Total other consumer loans$2,720 547 358 171 114 149 913 26 4,998 
Total residential mortgage and consumer loans:
Performing:
Current$11,979 11,858 5,943 2,452 889 4,815 6,457 44 44,437 
30-89 days past due52 52 34 25 15 24 52 — 254 
90 days or more past due— — 1 — 1 6 19 — 27 
Total performing12,031 11,910 5,978 2,477 905 4,845 6,528 44 44,718 
Nonperforming6 10 11 10 11 115 86 1 250 
Total residential mortgage and consumer loans(b)
$12,037 11,920 5,989 2,487 916 4,960 6,614 45 44,968 
(a)Information includes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the FHA or guaranteed by the VA. As of December 31, 2022, $81 of these loans were 30-89 days past due and $147 were 90 days or more past due. The Bancorp recognized an immaterial amount and $2 of losses during the three and nine months ended September 30, 2022, respectively, due to claim denials and curtailments associated with these insured or guaranteed loans.
(b)Excludes $123 of residential mortgage loans measured at fair value at December 31, 2022, including $1 of 30-89 days past due loans and $2 of nonperforming loans.

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Notes to Condensed Consolidated Financial Statements (unaudited)
The following table summarizes the Bancorp’s gross charge-offs within the residential mortgage and consumer portfolio segments, by class and vintage:
For the nine months ended September 30, 2023
($ in millions)
Term Loans by Origination YearRevolving LoansRevolving Loans Converted to Term Loans
20232022202120202019PriorTotal
Residential mortgage loans$— — — — — 3 — — 3 
Consumer loans:
Home equity— — — — — 1 5 — 6 
Indirect secured consumer loans4 28 20 10 7 6 — — 75 
Credit cards— — — — — — 59 — 59 
Other consumer loans6 39 12 9 6 8 25 1 106 
Total residential mortgage and consumer loans$10 67 32 19 13 18 89 1 249 

Collateral-Dependent Loans and Leases
The Bancorp considers a loan or lease to be collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. When a loan or lease is collateral-dependent, its fair value is generally based on the fair value less cost to sell of the underlying collateral.

The following table presents the amortized cost basis of the Bancorp’s collateral-dependent loans and leases, by portfolio class, as of:
($ in millions)September 30,
2023		December 31,
2022
Commercial loans and leases:
Commercial and industrial loans$228 433 
Commercial mortgage owner-occupied loans6 14 
Commercial mortgage nonowner-occupied loans3 27 
Commercial construction loans— 56 
Commercial leases— 1 
Total commercial loans and leases$237 531 
Residential mortgage loans125 57 
Consumer loans:
Home equity55 46 
Indirect secured consumer loans14 6 
Total consumer loans$69 52 
Total portfolio loans and leases$431 640 

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Notes to Condensed Consolidated Financial Statements (unaudited)
Nonperforming Assets
Nonperforming assets include nonaccrual loans and leases for which ultimate collectability of the full amount of the principal and/or interest is uncertain and certain other assets, including OREO and other repossessed property.

The following table presents the amortized cost basis of the Bancorp’s nonaccrual loans and leases, by class, and OREO and other repossessed property as of:
September 30, 2023December 31, 2022
 ($ in millions)With an ALLLNo Related
ALLL		TotalWith an ALLLNo Related
ALLL		Total
Commercial loans and leases:
Commercial and industrial loans$225 37 262 114 101 215 
Commercial mortgage owner-occupied loans10 6 16 9 7 16 
Commercial mortgage nonowner-occupied loans— 2 2 20 4 24 
Commercial construction loans— — — 6 2 8 
Commercial leases— 1 1 — — — 
Total nonaccrual portfolio commercial loans and leases$235 46 281 149 114 263 
Residential mortgage loans39 88 127 81 43 124 
Consumer loans:
Home equity23 35 58 45 22 67 
Indirect secured consumer loans28 3 31 26 3 29 
Credit card32 — 32 27 — 27 
Other consumer loans41 — 41 5 — 5 
Total nonaccrual portfolio consumer loans$124 38 162 103 25 128 
Total nonaccrual portfolio loans and leases(a)(b)
$398 172 570 333 182 515 
OREO and other repossessed property— 42 42 — 24 24 
Total nonperforming portfolio assets(a)(b)
$398 214 612 333 206 539 
(a)Excludes $6 and an immaterial amount of nonaccrual loans held for sale as of September 30, 2023 and December 31, 2022, respectively.
(b)Includes $17 and $15 of nonaccrual government insured commercial loans whose repayments are insured by the SBA as of September 30, 2023 and December 31, 2022, respectively.

The Bancorp recognized an immaterial amount of interest income on nonaccrual loans and leases for both the three and nine months ended September 30, 2023 and 2022.

The Bancorp’s amortized cost basis of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process according to local requirements of the applicable jurisdiction was $125 million and $154 million as of September 30, 2023 and December 31, 2022, respectively.

Modifications to Borrowers Experiencing Financial Difficulty
On January 1, 2023, the Bancorp adopted ASU 2022-02, which eliminated the recognition and measurement guidance for TDRs. The amended accounting and disclosure requirements are applicable to loan modifications to borrowers experiencing financial difficulty which are completed on or after the adoption date. For further information on the adoption of ASU 2022-02, refer to Note 3.

In the course of servicing its loans, the Bancorp works with borrowers who are experiencing financial difficulty to identify solutions that are mutually beneficial to both parties with the objective of mitigating the risk of losses on the loan. These efforts often result in modifications to the payment terms of the loan. The types of modifications offered to borrowers vary by type of loan and may include term extensions, interest rate reductions, payment delays (other than those that are insignificant) or combinations thereof. The Bancorp typically does not provide principal forgiveness except in circumstances where the loan has already been fully or partially charged off.

The Bancorp applies its expected credit loss models consistently to both modified and non-modified loans when estimating the ALLL. For loans which are modified for borrowers experiencing financial difficulty, there is generally not a significant change to the ALLL upon modification because the Bancorp’s ALLL estimation methodologies already consider those borrowers’ financial difficulties and the resulting effects of potential modifications when estimating expected credit losses.

As of September 30, 2023, portfolio loans with an amortized cost basis of $171 million and $484 million were modified during the three and nine months ended September 30, 2023, respectively, for borrowers experiencing financial difficulty, as further discussed in the following sections. These modifications for the three and nine months ended September 30, 2023 represented 0.14% and 0.40%, respectively, of total portfolio loans and leases as of September 30, 2023. These amounts excluded $6 million and $24 million for the three and nine months ended September 30, 2023, respectively, of consumer and residential mortgage loans which have been granted a concession under provisions of the Federal Bankruptcy Act and are monitored separately from loans modified under the Bancorp’s loan modification programs. As of
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Notes to Condensed Consolidated Financial Statements (unaudited)
September 30, 2023, the Bancorp had commitments of $156 million to lend additional funds to borrowers experiencing financial difficulty whose terms have been modified during the nine months ended September 30, 2023.

Commercial portfolio segment
Commercial loan modifications are individually negotiated and may vary depending on the borrower’s financial situation, but the Bancorp most commonly utilizes term extensions for periods of 3 to 12 months. In less common situations and when specifically warranted by the borrower’s situation, the Bancorp may also consider offering commercial borrowers interest rate reductions or payment deferrals, which may be combined with a term extension.

The following tables present the amortized cost basis of the Bancorp’s commercial portfolio loans that were modified for borrowers experiencing financial difficulty, by portfolio class and type of modification:
For the three months ended September 30, 2023 ($ in millions)Term ExtensionTerm Extension and Interest Rate ReductionTerm Extension and Payment DeferralTotal% of Total Class
Commercial and industrial loans$92 1 8 101 0.18 %
Commercial mortgage owner-occupied loans3 — — 3 0.06 
Commercial mortgage nonowner-occupied loans1 — — 1 0.02 
Commercial construction loans19 — — 19 0.34 
Total commercial portfolio loans$115 1 8 124 0.17 %
For the nine months ended September 30, 2023 ($ in millions)
Term ExtensionInterest Rate ReductionTerm Extension and Interest Rate ReductionTerm Extension and Payment DeferralPayment DeferralTotal% of Total Class
Commercial and industrial loans$176 1 1 8 5 191 0.34 %
Commercial mortgage owner-occupied loans24 — — — — 24 0.45 
Commercial mortgage nonowner-occupied loans21 — 3 — — 24 0.42 
Commercial construction loans116 — — — — 116 2.08 
Total commercial portfolio loans$337 1 4 8 5 355 0.47 %

Residential mortgage portfolio segment
The Bancorp has established residential mortgage loan modification programs which define the type of modifications available as well as the eligibility criteria for borrowers. The designs of the Bancorp’s modification programs for residential mortgage loans are similar to those utilized by the various GSEs. The most common modification program utilized for residential mortgage loans is a term extension for up to 480 months from the modification date, combined with a change in interest rate to a fixed rate (which may be an increase or decrease from the rate in the original loan). As part of these modifications, the Bancorp may capitalize delinquent amounts due at the time of the modification into the principal balance of the loan when determining its modified payment structure. For loans where the modification results in a new monthly payment amount, borrowers may be required to complete a trial period of three to four months before the loan is permanently modified. The Bancorp also offers payment delay modifications to qualified borrowers which allow either the deferral of repayment for delinquent amounts due until maturity or capitalization of delinquent amounts due into the principal balance of the loan. The number of monthly payments delayed varies by borrower but is most commonly within a range of 6 to 12 months.

The following tables present the amortized cost basis of the Bancorp’s residential mortgage loans that were modified for borrowers experiencing financial difficulty, by type of modification:
For the three months ended September 30, 2023 ($ in millions)Total% of Total Class
Payment delay$3 0.02 %
Term extension and payment delay27 0.15 
Term extension, interest rate reduction and payment delay1 0.01 
Total residential mortgage portfolio loans$31 0.18 %
For the nine months ended September 30, 2023 ($ in millions)
Total% of Total Class
Payment delay$16 0.09 %
Term extension and payment delay69 0.40 
Term extension, interest rate reduction and payment delay4 0.02 
Total residential mortgage portfolio loans$89 0.51 %

The Bancorp had $7 million of in-process modifications to residential mortgage loans outstanding as of September 30, 2023 which are excluded from the completed modification activity in the tables above. These in-process modifications will be reported as completed
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Notes to Condensed Consolidated Financial Statements (unaudited)
modifications once the borrower satisfies the applicable contingencies in the modification agreement and the loan is contractually modified to make the modified terms permanent.

Consumer portfolio segment
The Bancorp’s modification programs for consumer loans vary based on type of loan. The most common modification program for home equity is a term extension for up to 360 months combined with a deferral of delinquent amounts due until maturity, which may also be combined with an interest rate reduction. Modification programs for credit card typically involve an interest rate reduction and an increase to the minimum monthly payment in order to repay a larger portion of outstanding balances. Modifications for indirect secured consumer loans and other consumer loans are less commonly utilized as part of the Bancorp’s loss mitigation activities and programs vary by specific product type.

The following tables present the amortized cost basis of the Bancorp’s consumer portfolio loans that were modified for borrowers experiencing financial difficulty, by portfolio class and type of modification:
For the three months ended September 30, 2023 ($ in millions)Interest Rate ReductionPayment DeferralTerm Extension and Payment DeferralTerm Extension, Interest Rate Reduction and Payment DeferralTotal% of Total Class
Home equity$2 — 1 2 5 0.13 %
Credit card9 — — — 9 0.50 
Other consumer loans— 2 — — 2 0.03 
Total consumer portfolio loans$11 2 1 2 16 0.06 %
For the nine months ended September 30, 2023 ($ in millions)
Interest Rate ReductionPayment DeferralTerm Extension and Payment DeferralTerm Extension, Interest Rate Reduction and Payment DeferralTotal% of Total Class
Home equity$3 — 2 7 12 0.31 %
Credit card23 — — — 23 1.27 
Other consumer loans— 5 — — 5 0.08 
Total consumer portfolio loans$26 5 2 7 40 0.14 %

Financial effects of loan modifications
The following tables present the financial effects of the Bancorp’s significant types of portfolio loan modifications to borrowers experiencing financial difficulty, by portfolio class:
For the three months ended September 30, 2023
Financial Effects
Commercial loans:
Commercial and industrial loans
Weighted-average length of term extensions was 7 months and the amount of payment delays represented approximately 13% of the related loan balances.
Commercial mortgage owner-occupied loans
Weighted-average length of term extensions was 3 months.
Commercial mortgage nonowner-occupied loans
Weighted-average length of term extensions was 12 months.
Commercial construction loans
Weighted-average length of term extensions was 12 months.
Residential mortgage loans
Weighted-average length of term extensions was 171 months and the amount of payment delays represented approximately 17% of the related loan balances.
Consumer loans:
Home equity
Weighted-average length of term extensions was 24.5 years, the weighted-average interest rate reduction was from 9.0% to 7.2% and the amount of payment deferrals represented approximately 6% of the related loan balances.
Credit card
Weighted-average interest rate reduction was from 23.9% to 3.9%.
Other consumer loans
Amount of payment deferrals represented approximately 5% of the related loan balances.

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Notes to Condensed Consolidated Financial Statements (unaudited)
For the nine months ended September 30, 2023
Financial Effects
Commercial loans:
Commercial and industrial loans
Weighted-average length of term extensions was 6 months and the amount of payment delays represented approximately 13% of the related loan balances.
Commercial mortgage owner-occupied loans
Weighted-average length of term extensions was 18 months.
Commercial mortgage nonowner-occupied loans
Weighted-average length of term extensions was 8 months and the weighted-average interest rate reduction was from 9.1% to 8.9%.
Commercial construction loans
Weighted-average length of term extensions was 12 months.
Residential mortgage loans
Weighted-average length of term extensions was 150 months and the amount of payment delays represented approximately 16% of the related loan balances.
Consumer loans:
Home equity
Weighted-average length of term extensions was 24.8 years, the weighted-average interest rate reduction was from 8.6% to 6.9% and the amount of payment deferrals represented approximately 5% of the related loan balances.
Credit card
Weighted-average interest rate reduction was from 23.6% to 3.8%.
Other consumer loans
Amount of payment deferrals represented approximately 5% of the related loan balances.

Credit quality of modified loans
The Bancorp closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following tables present the Bancorp’s portfolio loans that were modified to borrowers experiencing financial difficulty, by age and portfolio class:
For the three months ended September 30, 2023
($ in millions)
Past Due
Current30-89 Days90 Days or MoreTotal
Commercial loans:
Commercial and industrial loans$101 — — 101 
Commercial mortgage owner-occupied loans3 — — 3 
Commercial mortgage nonowner-occupied loans1 — — 1 
Commercial construction loans19 — — 19 
Residential mortgage loans27 4 — 31 
Consumer loans:
Home equity5 — — 5 
Credit card(a)
5 3 1 9 
Other consumer loans2 — — 2 
Total portfolio loans$163 7 1 171 
(a)Credit card loans continue to be reported as delinquent after modification as they are not returned to current status until the borrower demonstrates a willingness and ability to repay the loan according to its modified terms.

For the nine months ended September 30, 2023
($ in millions)
Past Due
Current30-89 Days90 Days or MoreTotal
Commercial loans:
Commercial and industrial loans$191 — — 191 
Commercial mortgage owner-occupied loans23 1 — 24 
Commercial mortgage nonowner-occupied loans24 — — 24 
Commercial construction loans116 — — 116 
Residential mortgage loans74 12 3 89 
Consumer loans:
Home equity12 — — 12 
Credit card(a)
16 4 3 23 
Other consumer loans5 — — 5 
Total portfolio loans$461 17 6 484 
(a)Credit card loans continue to be reported as delinquent after modification as they are not returned to current status until the borrower demonstrates a willingness and ability to repay the loan according to its modified terms.

The Bancorp considers modifications to borrowers experiencing financial difficulty that subsequently become 90 days or more past due under the modified terms as subsequently defaulted.
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Notes to Condensed Consolidated Financial Statements (unaudited)

Troubled Debt Restructurings
Prior to the adoption of ASU 2022-02 on January 1, 2023, loans were accounted for as TDRs if the Bancorp, for economic or legal reasons related to the borrower’s financial difficulties, granted a concession to the borrower that it would not otherwise consider. Refer to Note 1 and Note 6 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022 for additional information on the Bancorp’s accounting policies for the identification and measurement of TDRs and the related impact on the ALLL.

The Bancorp had commitments to lend additional funds to borrowers whose terms have been modified in a TDR, consisting of line of credit and letter of credit commitments of $130 million and $60 million, respectively, as of December 31, 2022.

The following table provides a summary of portfolio loans, by class, modified in a TDR by the Bancorp during the three months ended:
September 30, 2022 ($ in millions)
Number of Loans
Modified in a TDR
During the Period(a)
Amortized Cost Basis
in Loans Modified
in a TDR
During the Period		Increase
(Decrease)
to ALLL Upon
Modification		Charge-offs
Recognized Upon
Modification
Commercial loans:
Commercial and industrial loans19$31 — — 
Commercial mortgage owner-occupied loans21 — — 
Residential mortgage loans19028 — — 
Consumer loans:
Home equity543 (1)— 
Indirect secured consumer loans4487 — — 
Credit card1,3807 3 — 
Total portfolio loans2,093$77 2 — 
(a)Represents number of loans post-modification and excludes loans previously modified in a TDR.

The following table provides a summary of portfolio loans, by class, modified in a TDR by the Bancorp during the nine months ended:
September 30, 2022 ($ in millions)(a)
Number of Loans
Modified in a TDR
During the Period(a)
Amortized Cost Basis
in Loans Modified
in a TDR
During the Period		Increase
(Decrease)
to ALLL Upon
Modification		Charge-offs
Recognized Upon
Modification
Commercial loans:
Commercial and industrial loans69 $196 13 — 
Commercial mortgage owner-occupied loans8 5 (1)— 
Commercial mortgage nonowner-occupied loans3 23 — — 
Commercial construction loans2 4 (3)— 
Residential mortgage loans928 143 7 — 
Consumer loans:
Home equity178 13 (3)— 
Indirect secured consumer loans2,499 48 1 — 
Credit card3,694 19 8 — 
Total portfolio loans7,381 $451 22 — 
(a)Represents number of loans post-modification and excludes loans previously modified in a TDR.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The Bancorp considered TDRs that became 90 days or more past due under the modified terms as subsequently defaulted. The following table provides a summary of TDRs that subsequently defaulted during the three months ended September 30, 2022 and were within 12 months of the restructuring date:
September 30, 2022 ($ in millions)(a)
Number of
Contracts		Amortized
Cost Basis
Commercial loans:
Commercial and industrial loans1 $— 
Residential mortgage loans70 11 
Consumer loans:
Home equity6 — 
Indirect secured consumer loans43 — 
Credit card83 — 
Total portfolio loans203 $11 
(a)Excludes all loans held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.

The following table provides a summary of TDRs that subsequently defaulted during the nine months ended September 30, 2022 and were within 12 months of the restructuring date:

September 30, 2022 ($ in millions)(a)
Number of
Contracts		Amortized
Cost Basis
Commercial loans:
Commercial and industrial loans8 $— 
Commercial construction loans1 2 
Residential mortgage loans176 24 
Consumer loans:
Home equity21 1 
Indirect secured consumer loans102 1 
Credit card255 1 
Total portfolio loans563 $29 
(a)Excludes all loans held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.
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Notes to Condensed Consolidated Financial Statements (unaudited)
7. Bank Premises and Equipment
The following table provides a summary of bank premises and equipment as of:
($ in millions)September 30,
2023		December 31,
2022
Equipment$2,538 2,492 
Buildings(a)
1,729 1,699 
Leasehold improvements632 568 
Land and improvements(a)
619 640 
Construction in progress(a)
179 124 
Bank premises and equipment held for sale:
Land and improvements16 17 
Buildings6 7 
Accumulated depreciation and amortization(3,416)(3,360)
Total bank premises and equipment$2,303 2,187 
(a)Buildings, land and improvements and construction in progress included $7 and $27 associated with parcels of undeveloped land intended for future branch expansion at September 30, 2023 and December 31, 2022, respectively.

The Bancorp monitors changing customer preferences associated with the channels it uses for banking transactions to evaluate the efficiency, competitiveness and quality of the customer service experience in its consumer distribution network. As part of this ongoing assessment, the Bancorp may determine that it is no longer fully committed to maintaining full-service banking centers at certain locations. Similarly, the Bancorp may also determine that it is no longer fully committed to building banking centers on certain parcels of land which had previously been held for future branch expansion. As a result, the Bancorp transferred certain parcels of land with a carrying value of $18 million and $23 million to OREO during the three and nine months ended September 30, 2023, respectively. Impairment losses of $7 million and $8 million were recorded for the three and nine months ended September 30, 2023, respectively, upon transfer to OREO. Additionally, the Bancorp closed a total of 28 banking centers throughout its footprint during the nine months ended September 30, 2023.

The Bancorp performs assessments of the recoverability of long-lived assets when events or changes in circumstances indicate that their carrying values may not be recoverable. Impairment losses associated with such assessments and lower of cost or market adjustments were immaterial and $1 million for the three months ended September 30, 2023 and 2022, respectively, and $2 million for both the nine months ended September 30, 2023 and 2022. The recognized impairment losses were recorded in other noninterest income in the Condensed Consolidated Statements of Income.

8. Operating Lease Equipment
Operating lease equipment was $480 million and $627 million at September 30, 2023 and December 31, 2022, respectively, net of accumulated depreciation of $348 million and $338 million at September 30, 2023 and December 31, 2022, respectively. The Bancorp recorded lease income of $33 million and $36 million relating to lease payments for operating leases in leasing business revenue in the Condensed Consolidated Statements of Income during the three months ended September 30, 2023 and 2022, respectively, and $105 million and $108 million during the nine months ended September 30, 2023 and 2022, respectively. Depreciation expense related to operating lease equipment was $26 million and $30 million for the three months ended September 30, 2023 and 2022, respectively, and $86 million and $89 million for the nine months ended September 30, 2023 and 2022, respectively. The Bancorp received payments of $109 million related to operating leases during both the nine months ended September 30, 2023 and 2022.

The Bancorp performs assessments of the recoverability of long-lived assets when events or changes in circumstances indicate that their carrying values may not be recoverable. As a result of these recoverability assessments, the Bancorp did not recognize any impairment losses during both the three months ended September 30, 2023 and 2022 and recognized an immaterial amount and $2 million of impairment losses during the nine months ended September 30, 2023 and 2022, respectively, associated with operating lease assets. The recognized impairment losses were recorded in leasing business revenue in the Condensed Consolidated Statements of Income.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents future lease payments receivable from operating leases for the remainder of 2023 through 2028 and thereafter:
As of September 30, 2023 ($ in millions)Undiscounted
Cash Flows
Remainder of 2023$31 
2024102 
202577 
202650 
202725 
202810 
Thereafter15 
Total operating lease payments$310 

9. Lease Obligations – Lessee
The Bancorp leases certain banking centers, ATM sites, land for owned buildings and equipment. The Bancorp’s lease agreements typically do not contain any residual value guarantees or any material restrictive covenants. For more information on the accounting for lease obligations, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.

The following table provides a summary of lease assets and lease liabilities as of:
($ in millions)Condensed Consolidated Balance Sheets CaptionSeptember 30,
2023		December 31,
2022
Assets
Operating lease right-of-use assetsOther assets$513 508 
Finance lease right-of-use assetsBank premises and equipment130 150 
Total right-of-use assets(a)
$643 658 
Liabilities
Operating lease liabilitiesAccrued taxes, interest and expenses$604 599 
Finance lease liabilitiesLong-term debt138 156 
Total lease liabilities$742 755 
(a)    Operating and finance lease right-of-use assets are recorded net of accumulated amortization of $279 and $72, respectively, as of September 30, 2023, and $255 and $66, respectively, as of December 31, 2022.

The following table presents the components of lease costs:
($ in millions)Condensed Consolidated Statements of Income CaptionFor the three months ended
September 30,		For the nine months ended
September 30,
2023202220232022
Lease costs:
Amortization of ROU assetsNet occupancy and equipment expense$5 5 15 14 
Interest on lease liabilitiesInterest on long-term debt1 1 3 4 
Total finance lease costs$6 6 18 18 
Operating lease costNet occupancy expense$22 21 65 62 
Short-term lease costNet occupancy expense1 — 2 1 
Variable lease costNet occupancy expense7 8 22 21 
Sublease incomeNet occupancy expense(1)(1)(2)(2)
Total operating lease costs$29 28 87 82 
Total lease costs$35 34 105 100 

The Bancorp performs impairment assessments for ROU assets when events or changes in circumstances indicate that their carrying values may not be recoverable. In addition to the lease costs disclosed in the table above, the Bancorp recognized $1 million and an immaterial amount of impairment losses and termination charges for the ROU assets related to certain operating leases during the three months ended September 30, 2023 and 2022, respectively, and $2 million during both the nine months ended September 30, 2023 and 2022. The recognized losses were recorded in net occupancy expense in the Condensed Consolidated Statements of Income.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents undiscounted cash flows for both operating leases and finance leases for the remainder of 2023 through 2028 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease liabilities:
As of September 30, 2023 ($ in millions)Operating
Leases		Finance
Leases
Total
Remainder of 2023$23 5 28 
202492 20 112 
202584 14 98 
202676 9 85 
202768 8 76 
202859 8 67 
Thereafter352 113 465 
Total undiscounted cash flows$754 177 931 
Less: Difference between undiscounted cash flows and discounted cash flows150 39 189 
Present value of lease liabilities$604 138 742 

The following table presents the weighted-average remaining lease term and weighted-average discount rate as of:
September 30,
2023		December 31,
2022
Weighted-average remaining lease term (years):
Operating leases11.0010.80
Finance leases15.1715.31
Weighted-average discount rate:
Operating leases3.66 %3.35 
Finance leases2.98 2.94 

The following table presents information related to lease transactions for the nine months ended September 30:
($ in millions)20232022
Cash paid for amounts included in the measurement of lease liabilities:(a)
Operating cash flows from operating leases$68 67 
Operating cash flows from finance leases3 4 
Financing cash flows from finance leases12 13 
Gains on sale-leaseback transactions1 4 
(a)    The cash flows related to the short-term and variable lease payments are not included in the amounts in the table as they were not included in the measurement of lease liabilities.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
10. Goodwill
Business combinations entered into by the Bancorp typically result in the recognition of goodwill. Acquisition activity includes acquisitions in the respective period in addition to purchase accounting adjustments related to previous acquisitions.

The Bancorp completed its annual goodwill impairment test as of September 30, 2023 and the estimated fair values of the Commercial Banking, Consumer and Small Business Banking and Wealth and Asset Management reporting units exceeded their carrying values, including goodwill.

Changes in the net carrying amount of goodwill, by reporting unit, for the nine months ended September 30, 2023 and the year ended December 31, 2022 were as follows:
($ in millions)Commercial
Banking		Consumer and Small Business
Banking		Wealth
and Asset
Management		General
Corporate
and Other		Total
Goodwill$2,730 2,518 231 — 5,479 
Accumulated impairment losses(750)(215)— — (965)
Net carrying value as of December 31, 2021$1,980 2,303 231 — 4,514 
Acquisition activity— 440 — — 440 
Reallocation of goodwill378 (378)— — — 
Sale of businesses(34)— (5)— (39)
Net carrying value as of December 31, 20222,324 2,365 226 — 4,915 
Acquisition activity— 4 — — 4 
Net carrying value as of September 30, 2023$2,324 2,369 226 — 4,919 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
11. Intangible Assets
Intangible assets consist of core deposit intangibles, developed technology, customer relationships, and other intangible assets which include trade names, backlog, operating leases and non-compete agreements. Intangible assets are amortized on either a straight-line or an accelerated basis over their estimated useful lives and, based on the type of intangible asset, the amortization expense may be recorded in either leasing business revenue or other noninterest expense in the Condensed Consolidated Statements of Income.

The details of the Bancorp’s intangible assets are shown in the following table:

($ in millions)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
As of September 30, 2023
Core deposit intangibles
$209 (179)30 
Developed technology106 (29)77 
Customer relationships
30 (9)21 
Other
17 (9)8 
Total intangible assets
$362 (226)136 
As of December 31, 2022

Core deposit intangibles
$229 (182)47 
Developed technology106 (17)89 
Customer relationships
30 (7)23 
Other
20 (10)10 
Total intangible assets
$385 (216)169 

As of September 30, 2023, all of the Bancorp’s intangible assets were being amortized. Amortization expense recognized on intangible assets was $10 million and $13 million for the three months ended September 30, 2023 and 2022, respectively, and $33 million and $36 million for the nine months ended September 30, 2023 and 2022, respectively. The Bancorp’s projections of amortization expense shown in the following table are based on existing asset balances as of September 30, 2023. Future amortization expense may vary from these projections.

Estimated amortization expense for the remainder of 2023 through 2027 is as follows:
($ in millions)Total
Remainder of 2023$11 
202435 
202528 
202622 
202714 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
12. Variable Interest Entities
The Bancorp, in the normal course of business, engages in a variety of activities that involve VIEs, which are legal entities that lack sufficient equity at risk to finance their activities without additional subordinated financial support or the equity investors of the entities as a group lack any of the characteristics of a controlling interest. The Bancorp evaluates its interest in certain entities to determine if these entities meet the definition of a VIE and whether the Bancorp is the primary beneficiary and should consolidate the entity based on the variable interests it held both at inception and when there is a change in circumstances that requires a reconsideration. If the Bancorp is determined to be the primary beneficiary of a VIE, it must account for the VIE as a consolidated subsidiary. If the Bancorp is determined not to be the primary beneficiary of a VIE but holds a variable interest in the entity, such variable interests are accounted for under the equity method of accounting or other accounting standards as appropriate.

Consolidated VIEs
The Bancorp has consolidated VIEs related to automobile loan securitizations and a solar loan securitization where it has determined that it is the primary beneficiary. The following table provides a summary of assets and liabilities carried on the Condensed Consolidated Balance Sheets for the consolidated VIEs as of:
($ in millions)September 30,
2023		December 31,
2022
Assets:
Other short-term investments$59 17 
Indirect secured consumer loans1,689 141 
Other consumer loans39 44 
ALLL(27)(2)
Other assets11 2 
Total assets$1,771 202 
Liabilities:
Other liabilities$15 9 
Long-term debt1,553 118 
Total liabilities$1,568 127 

In a securitization transaction that occurred in August of 2023, the Bancorp transferred $1.74 billion in aggregate automobile loans to a bankruptcy remote trust which was deemed to be a VIE. This trust then issued approximately $1.58 billion of asset-backed notes, of which approximately $79 million were retained by the Bancorp. Refer to Note 16 for more information. The Bancorp had previously completed a securitization transaction in which the Bancorp transferred certain consumer automobile loans to a bankruptcy remote trust which was also deemed to be a VIE. In the first quarter of 2023, the Bancorp exercised its cleanup call option on this automobile securitization that was outstanding as of December 31, 2022. The Bancorp acquired all remaining automobile loans plus accrued interest, and those proceeds were used by the trust to repay the outstanding securitized debt.

As a result of a business acquisition in the second quarter of 2022, the Bancorp acquired interests in a previously completed securitization transaction in which solar loans were transferred to a bankruptcy remote trust which was deemed to be a VIE.

In each of these securitization transactions, the primary purposes of the VIEs were to issue asset-backed securities with varying levels of credit subordination and payment priority, as well as residual interests, and to provide access to liquidity for originated loans. The Bancorp retained residual interests in the VIEs and, therefore, has an obligation to absorb losses and a right to receive benefits from the VIEs that could potentially be significant to the VIEs. In addition, the Bancorp retained servicing rights for the underlying loans and, therefore, holds the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs. As a result, the Bancorp concluded that it is the primary beneficiary of the VIEs and has consolidated these VIEs. The assets of the VIEs are restricted to the settlement of the asset-backed securities and other obligations of the VIEs. The third-party holders of the asset-backed notes do not have recourse to the general assets of the Bancorp.

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

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Non-consolidated VIEs
The following tables provide a summary of assets and liabilities carried on the Condensed Consolidated Balance Sheets related to non-consolidated VIEs for which the Bancorp holds an interest, but is not the primary beneficiary of the VIE, as well as the Bancorp’s maximum exposure to losses associated with its interests in the entities as of:
September 30, 2023 ($ in millions)Total
Assets		Total
Liabilities		Maximum
Exposure
CDC investments$1,953 667 1,953 
Private equity investments222 — 393 
Loans provided to VIEs4,011 — 5,953 
Lease pool entities47 — 47 
Solar loan securitizations9 — 9 

December 31, 2022 ($ in millions)Total
Assets		Total
Liabilities		Maximum
Exposure
CDC investments$1,856 653 1,856 
Private equity investments186 — 349 
Loans provided to VIEs4,374 — 6,438 
Lease pool entities61 — 61 
Solar loan securitizations10 — 10 

CDC investments
CDC invests in projects to create affordable housing and revitalize business and residential areas. CDC generally co-invests with other unrelated companies and/or individuals and typically makes investments in a separate legal entity that owns the property under development. The entities are usually formed as limited partnerships and LLCs and CDC typically invests as a limited partner/investor member in the form of equity contributions. The economic performance of the VIEs is driven by the performance of their underlying investment projects as well as the VIEs’ ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. The Bancorp has determined that it is not the primary beneficiary of these VIEs because it lacks the power to direct the activities that most significantly impact the economic performance of the underlying project or the VIEs’ ability to operate in compliance with the rules and regulations necessary for the qualification of tax credits generated by equity investments. This power is held by the managing members who exercise full and exclusive control of the operations of the VIEs. For information regarding the Bancorp’s accounting for these investments, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Bancorp’s funding requirements are limited to its invested capital and any additional unfunded commitments for future equity contributions. The Bancorp’s maximum exposure to loss as a result of its involvement with the VIEs is limited to the carrying amounts of the investments, including the unfunded commitments. The carrying amounts of these investments, which are included in other assets in the Condensed Consolidated Balance Sheets, and the liabilities related to the unfunded commitments, which are included in other liabilities in the Condensed Consolidated Balance Sheets, are included in the previous tables for all periods presented. The Bancorp has no other liquidity arrangements or obligations to purchase assets of the VIEs that would expose the Bancorp to a loss. In certain arrangements, the general partner/managing member of the VIE has guaranteed a level of projected tax credits to be received by the limited partners/investor members, thereby minimizing a portion of the Bancorp’s risk.

At both September 30, 2023 and December 31, 2022, the Bancorp’s CDC investments included $1.6 billion of investments in affordable housing tax credits recognized in other assets in the Condensed Consolidated Balance Sheets. The unfunded commitments related to these investments were $661 million and $643 million at September 30, 2023 and December 31, 2022, respectively. The unfunded commitments as of September 30, 2023 are expected to be funded from 2023 to 2040.

The Bancorp has accounted for all of its qualifying LIHTC investments using the proportional amortization method of accounting. The following table summarizes the impact to the Condensed Consolidated Statements of Income related to these investments:
Condensed Consolidated
Statements of Income Caption(a)
For the three months ended September 30,For the nine months ended September 30,
($ in millions)2023202220232022
Proportional amortizationApplicable income tax expense$47 53 148 130 
Tax credits and other benefitsApplicable income tax expense(60)(58)(178)(149)
(a)The Bancorp did not recognize impairment losses resulting from the forfeiture or ineligibility of tax credits or other circumstances during both the three and nine months ended September 30, 2023 and 2022.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)

Private equity investments
The Bancorp invests as a limited partner in private equity investments which provide the Bancorp an opportunity to obtain higher rates of return on invested capital, while also providing strategic opportunities in certain cases. Each of the limited partnerships has an unrelated third-party general partner responsible for appointing the fund manager. The Bancorp has not been appointed fund manager for any of these private equity investments. The funds finance primarily all of their activities from the partners’ capital contributions and investment returns. The Bancorp has determined that it is not the primary beneficiary of the funds because it does not have the obligation to absorb the funds’ expected losses or the right to receive the funds’ expected residual returns that could potentially be significant to the funds and lacks the power to direct the activities that most significantly impact the economic performance of the funds. The Bancorp, as a limited partner, does not have substantive participating or substantive kick-out rights over the general partner. Therefore, the Bancorp accounts for its investments in these limited partnerships under the equity method of accounting.

The Bancorp is exposed to losses arising from the negative performance of the underlying investments in the private equity investments. As a limited partner, the Bancorp’s maximum exposure to loss is limited to the carrying amounts of the investments plus unfunded commitments. The carrying amounts of these investments, which are included in other assets in the Condensed Consolidated Balance Sheets, are presented in previous tables. Also, at September 30, 2023 and December 31, 2022, the Bancorp’s unfunded commitment amounts to the private equity funds were $171 million and $163 million, respectively. As part of previous commitments, the Bancorp made capital contributions to private equity investments of $15 million and $7 million during the three months ended September 30, 2023 and 2022, respectively, and $36 million and $28 million during the nine months ended September 30, 2023 and 2022, respectively.

Loans provided to VIEs
The Bancorp has provided funding to certain unconsolidated VIEs sponsored by third parties. These VIEs are generally established to finance certain consumer and small business loans originated by third parties. The entities are primarily funded through the issuance of a loan from the Bancorp or a syndication through which the Bancorp is involved. The sponsor/administrator of the entities is responsible for servicing the underlying assets in the VIEs. Because the sponsor/administrator, not the Bancorp, holds the servicing responsibilities, which include the establishment and employment of default mitigation policies and procedures, the Bancorp does not hold the power to direct the activities that most significantly impact the economic performance of the entity and, therefore, is not the primary beneficiary.

The principal risk to which these entities are exposed is credit risk related to the underlying assets. The Bancorp’s maximum exposure to loss is equal to the carrying amounts of the loans and unfunded commitments to the VIEs. The Bancorp’s outstanding loans to these VIEs are included in commercial loans in Note 5. As of September 30, 2023 and December 31, 2022, the Bancorp’s unfunded commitments to these entities were $1.9 billion and $2.1 billion, respectively. The loans and unfunded commitments to these VIEs are included in the Bancorp’s overall analysis of the ALLL and reserve for unfunded commitments, respectively. The Bancorp does not provide any implicit or explicit liquidity guarantees or principal value guarantees to these VIEs.

Lease pool entities
The Bancorp is a co-investor with other unrelated leasing companies in three LLCs designed for the purpose of purchasing pools of residual interests in leases which have been originated or purchased by the other investing member. For each LLC, the leasing company is the managing member and has full authority over the day-to-day operations of the entity. While the Bancorp holds more than 50% of the equity interests in each LLC, the operating agreements require both members to consent to significant corporate actions, such as liquidating the entity or removing the manager. In addition, the Bancorp has a preference with regards to distributions such that all of the Bancorp’s equity contribution for each pool must be distributed, plus a pre-defined rate of return, before the other member may receive distributions. The leasing company is also entitled to the return of its investment plus a pre-defined rate of return before any residual profits are distributed to the members.

The lease pool entities are primarily subject to risk of losses on the lease residuals purchased. The Bancorp’s maximum exposure to loss is equal to the carrying amount of the investments. The Bancorp has determined that it is not the primary beneficiary of these VIEs because it does not have the power to direct the activities that most significantly impact the economic performance of the entities. This power is held by the leasing company, who as managing member controls the servicing of the leases and collection of the proceeds on the residual interests.

Solar loan securitizations
As a result of a business acquisition in the second quarter of 2022, the Bancorp acquired interests in previously completed securitization transactions in which solar loans were transferred to bankruptcy remote trusts which were deemed to be VIEs. In each of these securitization transactions, the primary purposes of the VIEs were to issue asset-backed securities with varying levels of credit subordination and payment priority, as well as residual interests, and to provide access to liquidity for originated loans. The Bancorp retained certain risk retention interests in the classes of securities issued by the VIEs and retained servicing rights for the underlying loans. The Bancorp’s maximum exposure to loss is equal to the carrying amount of the investments. The Bancorp has determined that it is not the primary beneficiary of the VIEs because it does not have the obligation to absorb the VIEs expected losses or the right to receive the VIEs expected residual returns that could potentially be significant to the VIEs. The risk retention interests held by the Bancorp were included in available-for-sale debt and other securities in the Condensed Consolidated Balance Sheets.     
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
13. Sales of Receivables and Servicing Rights

Residential Mortgage Loan Sales
The Bancorp sold fixed and adjustable-rate residential mortgage loans during the three and nine months ended September 30, 2023 and 2022. In those sales, the Bancorp obtained servicing responsibilities and provided certain standard representations and warranties; however, the investors have no recourse to the Bancorp’s other assets for failure of debtors to pay when due. The Bancorp receives servicing fees based on a percentage of the outstanding balance. The Bancorp identifies classes of servicing assets based on financial asset type and interest rates.

Information related to residential mortgage loan sales and the Bancorp’s mortgage banking activity, which is included in mortgage banking net revenue in the Condensed Consolidated Statements of Income, is as follows:
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Residential mortgage loan sales(a)
$1,374 3,943 3,882 10,445 
Origination fees and gains on loan sales19 24 59 73 
Gross mortgage servicing fees79 81 241 230 
(a)Represents the unpaid principal balance at the time of the sale.

Servicing Rights
The Bancorp measures all of its mortgage servicing rights at fair value with changes in fair value reported in mortgage banking net revenue in the Condensed Consolidated Statements of Income.

The following table presents changes in the servicing rights related to residential mortgage loans for the nine months ended September 30:
($ in millions)20232022
Balance, beginning of period$1,746 1,121 
Servicing rights originated57 186 
Servicing rights purchased25 208 
Changes in fair value:
Due to changes in inputs or assumptions(a)
107 358 
Other changes in fair value(b)
(113)(141)
Balance, end of period$1,822 1,732 
(a)Primarily reflects changes in prepayment speed and OAS assumptions which are updated based on market interest rates.
(b)Primarily reflects changes due to realized cash flows and the passage of time.

The Bancorp maintains a non-qualifying hedging strategy to manage a portion of the risk associated with changes in the value of the MSR portfolio. This strategy may include the purchase of free-standing derivatives and various available-for-sale debt and trading debt securities. The interest income, mark-to-market adjustments and gain or loss from sale activities associated with these portfolios are expected to economically hedge a portion of the change in value of the MSR portfolio caused by fluctuating OAS, earnings rates and prepayment speeds. The fair value of the servicing asset is based on the present value of expected future cash flows.

The following table presents activity related to valuations of the MSR portfolio and the impact of the non-qualifying hedging strategy:
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Securities losses, net – non-qualifying hedges on mortgage servicing rights$— (1)— (2)
Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio(a)
(75)(84)(110)(368)
MSR fair value adjustment due to changes in inputs or assumptions(a)
73 83 107 358 
(a)Included in mortgage banking net revenue in the Condensed Consolidated Statements of Income.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The key economic assumptions used in measuring the servicing rights related to residential mortgage loans that continued to be held by the Bancorp at the date of sale, securitization or purchase resulting from transactions completed during the three months ended September 30, 2023 and 2022 were as follows:
September 30, 2023September 30, 2022
Weighted-
Average Life
(in years)		Prepayment
Speed
(annual)		OAS
(bps)		Weighted-
Average Life
(in years)		Prepayment
Speed
(annual)		OAS
(bps)
Fixed-rate6.612.2 %575 6.911.3  %760 
Adjustable-rate— — — 2.235.1 803 

At September 30, 2023 and December 31, 2022, the Bancorp serviced $101.9 billion and $103.2 billion, respectively, of residential mortgage loans for other investors. The value of MSRs that continue to be held by the Bancorp is subject to credit, prepayment and interest rate risks on the sold financial assets. The weighted-average coupon of the MSR portfolio was 3.69% and 3.59% at September 30, 2023 and December 31, 2022, respectively.

At September 30, 2023, the sensitivity of the current fair value of residual cash flows to immediate 10%, 20% and 50% adverse changes in prepayment speed assumptions and immediate 10% and 20% adverse changes in OAS for servicing rights related to residential mortgage loans are as follows:
($ in millions)(a)
Prepayment
Speed Assumption		OAS
Assumption
Fair ValueWeighted-
Average Life
(in years)		Impact of Adverse Change
on Fair Value		OAS
(bps)		Impact of Adverse Change on Fair Value
Rate10%20%50%10%20%
Fixed-rate$1,817 9.15.0 %$(39)(74)(166)582 $(45)(88)
Adjustable-rate5 5.720.3 (1)(1)(2)1,204 — — 
(a)The impact of the weighted-average default rate on the current fair value of residual cash flows for all scenarios is immaterial.

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on these variations in the assumptions typically cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. The Bancorp believes that variations of these levels are reasonably possible; however, there is the potential that adverse changes in key assumptions could be even greater. Also, in the previous table, the effect of a variation in a particular assumption on the fair value of the interests that continue to be held by the Bancorp is calculated without changing any other assumption; in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which might magnify or counteract these sensitivities.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
14. Derivative Financial Instruments
The Bancorp maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce certain risks related to interest rate, prepayment and foreign currency volatility. Additionally, the Bancorp holds derivative instruments for the benefit of its commercial customers and for other business purposes. The Bancorp does not enter into unhedged speculative derivative positions.

The Bancorp’s interest rate risk management strategy involves modifying the repricing characteristics of certain financial instruments so that changes in interest rates do not adversely affect the Bancorp’s net interest margin and cash flows. Derivative instruments that the Bancorp may use as part of its interest rate risk management strategy include interest rate swaps, interest rate floors, interest rate caps, forward contracts, forward starting interest rate swaps, options, swaptions and TBA securities. Interest rate swap contracts are exchanges of interest payments, such as fixed-rate payments for floating-rate payments, based on a stated notional amount and maturity date. Interest rate floors protect against declining rates, while interest rate caps protect against rising interest rates. Forward contracts are contracts in which the buyer agrees to purchase, and the seller agrees to make delivery of, a specific financial instrument at a predetermined price or yield. Options provide the purchaser with the right, but not the obligation, to purchase or sell a contracted item during a specified period at an agreed-upon price. Swaptions are financial instruments granting the owner the right, but not the obligation, to enter into or cancel a swap.

Prepayment volatility arises mostly from changes in fair value of the largely fixed-rate MSR portfolio, mortgage loans and mortgage-backed securities. The Bancorp may enter into various free-standing derivatives (principal-only swaps, interest rate swaptions, interest rate floors, mortgage options, TBA securities and interest rate swaps) to economically hedge prepayment volatility. Principal-only swaps are total return swaps based on changes in the value of the underlying mortgage principal-only trust. TBA securities are a forward purchase agreement for a mortgage-backed securities trade whereby the terms of the security are undefined at the time the trade is made.

Foreign currency volatility occurs as the Bancorp enters into certain loans denominated in foreign currencies. Derivative instruments that the Bancorp may use to economically hedge these foreign denominated loans include foreign exchange swaps and forward contracts.

The Bancorp also enters into derivative contracts (including foreign exchange contracts, commodity contracts and interest rate contracts) for the benefit of commercial customers and other business purposes. The Bancorp economically hedges significant exposures related to these free-standing derivatives by entering into offsetting third-party contracts with approved, reputable and independent counterparties with substantially matching terms and currencies. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Bancorp’s exposure is limited to the replacement value of the contracts rather than the notional, principal or contract amounts. Credit risk is minimized through credit approvals, limits, counterparty collateral and monitoring procedures.

The fair value of derivative instruments is presented on a gross basis, even when the derivative instruments are subject to master netting arrangements. Derivative instruments with a positive fair value are reported in other assets in the Condensed Consolidated Balance Sheets while derivative instruments with a negative fair value are reported in other liabilities in the Condensed Consolidated Balance Sheets. Cash collateral payables and receivables associated with the derivative instruments are not added to or netted against the fair value amounts with the exception of certain variation margin payments that are considered legal settlements of the derivative contracts. For derivative contracts cleared through certain central clearing parties who have modified their rules to treat variation margin payments as settlements, the variation margin payments are applied to net the fair value of the respective derivative contracts.

The Bancorp’s derivative assets include certain contractual features in which the Bancorp requires the counterparties to provide collateral, typically in the form of cash or securities, to offset changes in the fair value of the derivatives, including changes in the fair value due to credit risk of the counterparty. As of September 30, 2023 and December 31, 2022, the balance of collateral held by the Bancorp for derivative assets was $1.7 billion and $1.3 billion, respectively. For derivative contracts cleared through certain central clearing parties whose rules treat variation margin payments as settlements of the derivative contract, the payments for variation margin of $698 million and $1.0 billion as of September 30, 2023 and December 31, 2022, respectively, were applied to reduce the respective derivative contracts and were also not included in the total amount of collateral held. As of September 30, 2023 and December 31, 2022, the credit component negatively impacting the fair value of derivative assets associated with customer accommodation contracts was $4 million and $9 million, respectively.

In measuring the fair value of derivative liabilities, the Bancorp considers its own credit risk, taking into consideration collateral maintenance requirements of certain derivative counterparties and the duration of instruments with counterparties that do not require collateral maintenance. When necessary, the Bancorp posts collateral, primarily in the form of cash or securities, to offset changes in fair value of the derivatives, including changes in fair value due to the Bancorp’s credit risk. As of September 30, 2023 and December 31, 2022, the balance of collateral posted by the Bancorp for derivative liabilities was $982 million and $913 million, respectively. Additionally, as of September 30, 2023 and December 31, 2022, $1.9 billion and $1.0 billion, respectively, of variation margin payments were applied to the respective derivative contracts to reduce the Bancorp’s derivative liabilities and were also not included in the total amount of collateral posted. Certain of the Bancorp’s derivative liabilities contain credit risk-related contingent features that could result in the requirement to post additional collateral upon the occurrence of specified events. As of both September 30, 2023 and December 31, 2022, the fair value of the additional collateral that could be required to be posted as a result of the credit risk-related contingent features being triggered was immaterial to the Bancorp’s Condensed Consolidated Financial Statements. The posting of collateral has been determined to remove the need for further
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Notes to Condensed Consolidated Financial Statements (unaudited)
consideration of credit risk. As a result, the Bancorp determined that the impact of the Bancorp’s credit risk to the valuation of its derivative liabilities was immaterial to the Bancorp’s Condensed Consolidated Financial Statements.

The Bancorp holds certain derivative instruments that qualify for hedge accounting treatment and are designated as either fair value hedges or cash flow hedges. Derivative instruments that do not qualify for hedge accounting treatment, or for which hedge accounting is not established, are held as free-standing derivatives. All customer accommodation derivatives are held as free-standing derivatives.

The following tables reflect the notional amounts and fair values for all derivative instruments included in the Condensed Consolidated Balance Sheets as of:
Fair Value
September 30, 2023 ($ in millions)Notional
Amount		Derivative
Assets		Derivative
Liabilities
Derivatives Designated as Qualifying Hedging Instruments:
Fair value hedges:
Interest rate swaps related to long-term debt$5,955 — 63 
Total fair value hedges— 63 
Cash flow hedges:
Interest rate floors related to C&I loans3,000 — — 
Interest rate swaps related to C&I loans8,000 1 6 
Interest rate swaps related to C&I loans - forward starting(a)
10,000 — 2 
Interest rate swaps related to commercial mortgage and commercial construction loans4,000 2 — 
Interest rate swaps related to commercial mortgage and commercial construction loans -
   forward starting(a)
4,000 — 2 
Total cash flow hedges3 10 
Total derivatives designated as qualifying hedging instruments3 73 
Derivatives Not Designated as Qualifying Hedging Instruments:
Free-standing derivatives – risk management and other business purposes:
Interest rate contracts related to MSR portfolio2,550 73 10 
Forward contracts related to residential mortgage loans held for sale(b)
869 12 1 
Swap associated with the sale of Visa, Inc. Class B Shares3,691 — 172 
Foreign exchange contracts200 — — 
Interest-only strips42 1 — 
Interest rate contracts for collateral management12,000 1 1 
Interest rate contracts for LIBOR transition597 — — 
Other14 — — 
Total free-standing derivatives – risk management and other business purposes
87 184 
Free-standing derivatives – customer accommodation:
Interest rate contracts(c)(d)
90,848 1,392 1,826 
Interest rate lock commitments355 4 — 
Commodity contracts18,417 1,115 1,045 
TBA securities60 — — 
Foreign exchange contracts32,998 706 644 
Total free-standing derivatives – customer accommodation
3,217 3,515 
Total derivatives not designated as qualifying hedging instruments3,304 3,699 
Total$3,307 3,772 
(a)Forward starting swaps will become effective on various dates between October 2023 and February 2025.
(b)Includes forward sale and forward purchase contracts which are utilized to manage market risk on residential mortgage loans held for sale and the related interest rate lock commitments.
(c)Derivative assets and liabilities are presented net of variation margin of $528 and $96, respectively.
(d)Includes replacement contracts with a notional amount of approximately $1.3 billion which were the result of certain central clearing parties replacing existing LIBOR-based contracts with multiple separate contracts as part of the LIBOR transition.




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Notes to Condensed Consolidated Financial Statements (unaudited)
Fair Value
December 31, 2022 ($ in millions)Notional
Amount		Derivative
Assets		Derivative
Liabilities
Derivatives Designated as Qualifying Hedging Instruments:
Fair value hedges:
Interest rate swaps related to long-term debt$5,955 126 195 
Total fair value hedges126 195 
Cash flow hedges:
Interest rate floors related to C&I loans3,000 4 — 
Interest rate swaps related to C&I loans8,000 — 76 
Interest rate swaps related to C&I loans - forward starting(a)
11,000 22 — 
Interest rate swaps related to commercial mortgage and commercial construction loans4,000 — 25 
Interest rate swaps related to commercial mortgage and commercial construction loans - forward starting(a)
4,000 5 — 
Total cash flow hedges31 101 
Total derivatives designated as qualifying hedging instruments157 296 
Derivatives Not Designated as Qualifying Hedging Instruments:
Free-standing derivatives – risk management and other business purposes:
Interest rate contracts related to MSR portfolio2,975 62 17 
Forward contracts related to residential mortgage loans held for sale(b)
1,869 9 7 
Swap associated with the sale of Visa, Inc. Class B Shares3,358 — 195 
Foreign exchange contracts156 1 — 
Interest-only strips58 4 — 
Interest rate contracts for collateral management12,000 9 1 
Interest rate contracts for LIBOR transition597 — — 
Total free-standing derivatives – risk management and other business purposes
85 220 
Free-standing derivatives – customer accommodation:
Interest rate contracts(c)
83,605 998 1,663 
Interest rate lock commitments216 2 1 
Commodity contracts16,122 1,478 1,350 
TBA securities62 — — 
Foreign exchange contracts25,322 453 422 
Total free-standing derivatives – customer accommodation
2,931 3,436 
Total derivatives not designated as qualifying hedging instruments3,016 3,656 
Total$3,173 3,952 
(a)Forward starting swaps will become effective on various dates between February 2023 and February 2025.
(b)Includes forward sale and forward purchase contracts which are utilized to manage market risk on residential mortgage loans held for sale and the related interest rate lock commitments.
(c)Derivative assets and liabilities are presented net of variation margin of $694 and $37, respectively.

Fair Value Hedges
The Bancorp may enter into interest rate swaps to convert its fixed-rate funding to floating-rate or to hedge the exposure to changes in fair value of a recognized asset attributable to changes in the benchmark interest rate. Decisions to enter into these interest rate swaps are made primarily through consideration of the asset/liability mix of the Bancorp, the desired asset/liability sensitivity and interest rate levels. As of September 30, 2023, certain interest rate swaps met the criteria required to qualify for the shortcut method of accounting that permits the assumption of perfect offset. For all designated fair value hedges of interest rate risk as of September 30, 2023 that were not accounted for under the shortcut method of accounting, the Bancorp performed an assessment of hedge effectiveness using regression analysis with changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk recorded in the same income statement line in current period net income.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table reflects the changes in fair value of interest rate contracts, designated as fair value hedges and the changes in fair value of the related hedged items attributable to the risk being hedged, as well as the line items in the Condensed Consolidated Statements of Income in which the corresponding gains or losses are recorded:
Condensed Consolidated
Statements of
Income Caption		For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Long-term debt:
Change in fair value of interest rate swaps hedging long-term debtInterest on long-term debt$(147)(230)(186)(493)
Change in fair value of hedged long-term debt attributable to the risk being hedgedInterest on long-term debt146 230 188 493 
Available-for-sale debt and other securities:
Change in fair value of interest rate swaps hedging available-for-sale debt and other securitiesInterest on securities— — — 8 
Change in fair value of hedged available-for-sale debt and other securities attributable to the risk being hedgedInterest on securities— — — (8)

The following amounts were recorded in the Condensed Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of:
($ in millions)Condensed Consolidated
Balance Sheets Caption		September 30,
2023		December 31,
2022
Long-term debt:
Carrying amount of the hedged itemsLong-term debt$5,681 5,865 
Cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged itemsLong-term debt(252)(64)
Available-for-sale debt and other securities:
Cumulative amount of fair value hedging adjustments remaining for hedged items for which hedge accounting has been discontinuedAvailable-for-sale debt and other securities(12)(14)

Cash Flow Hedges
The Bancorp may enter into interest rate swaps to convert floating-rate assets and liabilities to fixed rates or to hedge certain forecasted transactions for the variability in cash flows attributable to the contractually specified interest rate. The assets or liabilities may be grouped in circumstances where they share the same risk exposure that the Bancorp desires to hedge. The Bancorp may also enter into interest rate caps and floors to limit cash flow variability of floating-rate assets and liabilities. As of September 30, 2023, all hedges designated as cash flow hedges were assessed for effectiveness using regression analysis. The entire change in the fair value of the interest rate swap included in the assessment of hedge effectiveness is recorded in AOCI and reclassified from AOCI to current period earnings when the hedged item affects earnings. As of September 30, 2023, the maximum length of time over which the Bancorp is hedging its exposure to the variability in future cash flows is 100 months.

Reclassified gains and losses on interest rate contracts related to commercial loans are recorded within interest income in the Condensed Consolidated Statements of Income. As of September 30, 2023 and December 31, 2022, respectively, $977 million and $498 million of net deferred losses, net of tax, on cash flow hedges were recorded in AOCI in the Condensed Consolidated Balance Sheets. As of September 30, 2023, $309 million in net unrealized losses, net of tax, recorded in AOCI are expected to be reclassified into earnings during the next 12 months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations or the addition of other hedges subsequent to September 30, 2023.

During both the three and nine months ended September 30, 2023 and 2022, there were no gains or losses reclassified from AOCI into earnings associated with the discontinuance of cash flow hedges because it was probable that the original forecasted transaction would no longer occur by the end of the originally specified time period or within the additional period of time as defined by U.S. GAAP.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents the pre-tax net (losses) gains recorded in the Condensed Consolidated Statements of Income and in the Condensed Consolidated Statements of Comprehensive Income relating to derivative instruments designated as cash flow hedges:
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Amount of pre-tax net losses recognized in OCI$(687)(688)(864)(1,092)
Amount of pre-tax net (losses) gains reclassified from OCI into net income(94)4 (240)140 

Free-Standing Derivative Instruments – Risk Management and Other Business Purposes
As part of its overall risk management strategy relative to its mortgage banking activity, the Bancorp may enter into various free-standing derivatives (principal-only swaps, interest rate swaptions, interest rate floors, mortgage options, TBA securities and interest rate swaps) to economically hedge changes in fair value of its largely fixed-rate MSR portfolio. Principal-only swaps hedge the spread between mortgage rates and LIBOR because these swaps appreciate in value as a result of tightening spreads. Principal-only swaps also provide prepayment protection by increasing in value when prepayment speeds increase, as opposed to MSRs that lose value in a faster prepayment environment. Receive fixed/pay floating interest rate swaps and swaptions increase in value when interest rates do not increase as quickly as expected.

The Bancorp enters into forward contracts and mortgage options to economically hedge the change in fair value of certain residential mortgage loans held for sale due to changes in interest rates. These contracts generally settle within one year or less. IRLCs issued on residential mortgage loan commitments that will be held for sale are also considered free-standing derivative instruments and the interest rate exposure on these commitments is economically hedged primarily with forward contracts. Revaluation gains and losses from free-standing derivatives related to mortgage banking activity are recorded as a component of mortgage banking net revenue in the Condensed Consolidated Statements of Income.

In conjunction with the sale of Visa, Inc. Class B Shares in 2009, the Bancorp entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B Shares into Class A Shares. This total return swap is accounted for as a free-standing derivative. Refer to Note 23 for more information about significant inputs and assumptions used in the valuation of this instrument.

The Bancorp entered into certain interest rate swap contracts for the purpose of managing its collateral positions across two central clearing parties. These interest rate swaps were perfectly offsetting positions that allowed the Bancorp to lower the cash posted as required initial margin at the clearing parties, which reduced its credit exposure to the clearing parties. Given that all relevant terms for these interest rate swaps are offsetting, these trades create no additional market risk for the Bancorp.

As part of the LIBOR to SOFR transition, the Bancorp received certain interest rate swap contracts from the two central clearing parties that are moving from an Effective Federal Funds Rate discounting curve to a SOFR discounting curve. The purpose of these interest rate swaps was to neutralize the impact on collateral requirements due to the change in discounting curves implemented by the central clearing parties.

The net (losses) gains recorded in the Condensed Consolidated Statements of Income relating to free-standing derivative instruments used for risk management and other business purposes are summarized in the following table:
Condensed Consolidated
Statements of
Income Caption		For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Interest rate contracts:
Interest rate contracts related to MSR portfolioMortgage banking net revenue$(75)(84)(110)(368)
Forward contracts related to residential mortgage loans held for sale
Mortgage banking net revenue6 59 9 61 
Interest-only stripsOther noninterest income— — (3)— 
Foreign exchange contracts:
Foreign exchange contracts for risk management purposes
Other noninterest income5 11 1 14 
Equity contracts:
Swap associated with sale of Visa, Inc. Class B Shares
Other noninterest income(10)(17)(72)(46)

Free-Standing Derivative Instruments – Customer Accommodation
The majority of the free-standing derivative instruments the Bancorp enters into are for the benefit of its commercial customers. These derivative contracts are not designated against specific assets or liabilities on the Condensed Consolidated Balance Sheets or to forecasted
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Notes to Condensed Consolidated Financial Statements (unaudited)
transactions and, therefore, do not qualify for hedge accounting. These instruments include foreign exchange derivative contracts entered into for the benefit of commercial customers involved in international trade to hedge their exposure to foreign currency fluctuations, commodity contracts to hedge such items as natural gas and various other derivative contracts. The Bancorp may economically hedge significant exposures related to these derivative contracts entered into for the benefit of customers by entering into offsetting contracts with approved, reputable, independent counterparties with substantially matching terms. The Bancorp hedges its interest rate exposure on commercial customer transactions by executing offsetting swap agreements with primary dealers. Revaluation gains and losses on interest rate, foreign exchange, commodity and other commercial customer derivative contracts are recorded as a component of commercial banking revenue or other noninterest income in the Condensed Consolidated Statements of Income.

The Bancorp enters into risk participation agreements, under which the Bancorp assumes credit exposure relating to certain underlying interest rate derivative contracts. The Bancorp only enters into these risk participation agreements in instances in which the Bancorp has participated in the loan that the underlying interest rate derivative contract was designed to hedge. The Bancorp will make payments under these agreements if a customer defaults on its obligation to perform under the terms of the underlying interest rate derivative contract. The total notional amount of the risk participation agreements was $3.9 billion and $3.7 billion at September 30, 2023 and December 31, 2022, respectively, and the fair value was a liability of $7 million at both September 30, 2023 and December 31, 2022, which is included in other liabilities in the Condensed Consolidated Balance Sheets. As of September 30, 2023, the risk participation agreements had a weighted-average remaining life of 3.0 years.

The Bancorp’s maximum exposure in the risk participation agreements is contingent on the fair value of the underlying interest rate derivative contracts in an asset position at the time of default. The Bancorp monitors the credit risk associated with the underlying customers in the risk participation agreements through the same risk grading system currently utilized for establishing loss reserves in its loan and lease portfolio.

Risk ratings of the notional amount of risk participation agreements under this risk rating system are summarized in the following table as of:
($ in millions)September 30,
2023		December 31,
2022
Pass$3,539 3,597 
Special mention286 81 
Substandard72 32 
Total$3,897 3,710 

The net gains (losses) recorded in the Condensed Consolidated Statements of Income relating to free-standing derivative instruments used for customer accommodation are summarized in the following table:
Condensed Consolidated
Statements of Income Caption		For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Interest rate contracts:
Interest rate contracts for customers (contract revenue)
Commercial banking revenue$5 12 26 37 
Interest rate contracts for customers (credit portion of fair value adjustment)
Other noninterest expense4 2 2 11 
Interest rate lock commitmentsMortgage banking net revenue7 (6)33 5 
Commodity contracts:
Commodity contracts for customers (contract revenue)
Commercial banking revenue9 11 30 30 
Commodity contracts for customers (credit portion of fair value adjustment)
Other noninterest expense1 1 — (1)
Foreign exchange contracts:
Foreign exchange contracts for customers (contract revenue)
Commercial banking revenue24 15 67 52 
Foreign exchange contracts for customers (contract revenue)
Other noninterest income7 12 — 22 
Foreign exchange contracts for customers (credit portion of fair value adjustment)
Other noninterest expense1 (1)3 (3)



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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Offsetting Derivative Financial Instruments
The Bancorp’s derivative transactions are generally governed by ISDA Master Agreements and similar arrangements, which include provisions governing the setoff of assets and liabilities between the parties. When the Bancorp has more than one outstanding derivative transaction with a single counterparty, the setoff provisions contained within these agreements generally allow the non-defaulting party the right to reduce its liability to the defaulting party by amounts eligible for setoff, including the collateral received as well as eligible offsetting transactions with that counterparty, irrespective of the currency, place of payment or booking office. The Bancorp’s policy is to present its derivative assets and derivative liabilities on the Condensed Consolidated Balance Sheets on a gross basis, even when provisions allowing for setoff are in place. However, for derivative contracts cleared through certain central clearing parties who have modified their rules to treat variation margin payments as settlements, the fair value of the respective derivative contracts is reported net of the variation margin payments.

Collateral amounts included in the tables below consist primarily of cash and highly rated government-backed securities and do not include variation margin payments for derivative contracts with legal rights of setoff for both periods shown.

The following table provides a summary of offsetting derivative financial instruments:
Gross Amount
Recognized in the
Condensed Consolidated
Balance Sheets(a)
Gross Amounts Not Offset in the
Condensed Consolidated Balance Sheets
Derivatives
Collateral(b)
Net Amount
As of September 30, 2023
Derivative assets$3,303 (1,214)(1,289)800 
Derivative liabilities3,772 (1,214)(221)2,337 
As of December 31, 2022
Derivative assets$3,171 (1,405)(887)879 
Derivative liabilities3,951 (1,405)(406)2,140 
(a)Amount does not include IRLCs because these instruments are not subject to master netting or similar arrangements.
(b)Amount of collateral received as an offset to asset positions or pledged as an offset to liability positions. Collateral values in excess of related derivative amounts recognized in the Condensed Consolidated Balance Sheets were excluded from this table.

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Notes to Condensed Consolidated Financial Statements (unaudited)
15. Other Short-Term Borrowings
Borrowings with original maturities of one year or less are classified as short-term. The following table presents a summary of the Bancorp’s other short-term borrowings as of:
($ in millions)September 30,
2023		December 31,
2022
FHLB advances$4,250 4,300 
Securities sold under repurchase agreements320 388 
Derivative collateral — 124 
Other borrowed money24 26 
Total other short-term borrowings$4,594 4,838 

The Bancorp’s securities sold under repurchase agreements are accounted for as secured borrowings and are collateralized by securities included in available-for-sale debt and other securities in the Condensed Consolidated Balance Sheets. These securities are subject to changes in market value and, therefore, the Bancorp may increase or decrease the level of securities pledged as collateral based upon these movements in market value. As of both September 30, 2023 and December 31, 2022, all securities sold under repurchase agreements were secured by agency residential mortgage-backed securities and the repurchase agreements had an overnight remaining contractual maturity.

The Bancorp’s other borrowed money at September 30, 2023 primarily included obligations recognized by the Bancorp under ASC Topic 860 related to certain loans sold to GNMA and serviced by the Bancorp. Under ASC Topic 860, once the Bancorp has the unilateral right to repurchase the GNMA loans due to the borrower missing three consecutive payments, the Bancorp is considered to have regained effective control over the loan. As such, the Bancorp is required to recognize both the loan and the repurchase liability, regardless of the intent to repurchase the loans. 

16. Long-Term Debt
In June 2023, the Bancorp announced that the outstanding floating-rate capital securities issued by First Charter Capital Trust I and II that use three-month U.S. dollar LIBOR as the reference rate would transition to a replacement reference rate after June 30, 2023. The replacement reference rate is three-month CME Term SOFR plus a tenor spread adjustment of 0.26161%. Dividends and interest began accruing based on the replacement reference rate on September 15, 2023 with the first payment date of SOFR-based interest occurring on December 15, 2023. First Charter Capital Trust I and II hold junior subordinated floating-rate debentures that are the obligation of the Bancorp’s direct nonbank subsidiary holding company. Likewise, those junior subordinated floating-rate debentures have undergone the same transition as the floating rate capital securities issued by First Charter Capital Trust I and II. Refer to Note 3 for additional information regarding this transition.

On July 27, 2023, the Bancorp issued and sold $1.25 billion of fixed-rate/floating-rate senior notes which will mature on July 27, 2029. The senior notes bear interest at a rate of 6.339% per annum to, but excluding, July 27, 2028. From, and including, July 27, 2028 until, but excluding, July 27, 2029, the senior notes will bear interest at a rate of compounded SOFR plus 2.340%. The senior notes are redeemable in whole at par plus accrued and unpaid interest one year prior to their maturity date, or may be wholly or partially redeemed on or after 30 days prior to maturity. Additionally, the senior notes are redeemable at the Bancorp’s option, in whole or in part, beginning 180 days after the issue date and prior to July 27, 2028, at the greater of: (a) the aggregate principal amount of the senior notes being redeemed, or (b) the discounted present value of the remaining scheduled payments of principal and interest that would be due if the senior notes being redeemed matured on July 27, 2028.

In a securitization transaction that occurred in August of 2023, the Bancorp transferred $1.74 billion in aggregate automobile loans to a bankruptcy remote trust which subsequently issued approximately $1.58 billion of asset-backed notes, of which approximately $79 million were retained by the Bancorp, resulting in approximately $1.5 billion of outstanding notes included in long-term debt in the Condensed Consolidated Balance Sheets. As discussed in Note 12, the bankruptcy remote trust was deemed to be a VIE and the Bancorp, as the primary beneficiary, consolidated the VIE. The third-party holders of the asset-backed notes do not have recourse to the general assets of the Bancorp.
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Notes to Condensed Consolidated Financial Statements (unaudited)
17. Capital Actions

Changes in Terms of Preferred Stock Outstanding
In June 2023, the Bancorp announced that certain outstanding floating-rate or fixed-to-floating rate preferred stock represented by depositary shares (as well as the underlying preferred shares) issued by the Bancorp that use three-month U.S. dollar LIBOR as its reference rate would transition to a replacement reference rate after June 30, 2023. The replacement reference rate is three-month CME Term SOFR plus a tenor spread adjustment of 0.26161%. Refer to Note 3 for additional information regarding this transition.

The following table presents a summary of dividend and interest accrual and payment dates based on the replacement reference rate used after June 30, 2023:
Security Type
Date SOFR Rate Dividends/Interest Begins to Accrue(a)
First Payment Date of SOFR Rate Dividends/Interest
Depositary Shares Representing a 1/25th Ownership Interest in a Share of 5.10% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series HSeptember 30, 2023December 31, 2023
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series IDecember 31, 2023March 31, 2024
Depositary Shares Representing a 1/25th Ownership Interest in a Share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series JSeptember 30, 2023December 31, 2023
(a)Using the SOFR rate in effect two business days prior.

Accelerated Share Repurchase Transaction
During the nine months ended September 30, 2023, the Bancorp entered into and settled an accelerated share repurchase transaction. As part of the transaction, the Bancorp entered into a forward contract in which the final number of shares delivered at settlement was based generally on a discount to the average daily volume weighted-average price of the Bancorp’s common stock during the term of the repurchase agreement. The accelerated share repurchase was treated as two separate transactions, (i) the repurchase of treasury shares on the repurchase date and (ii) a forward contract indexed to the Bancorp’s common stock.

The following table presents a summary of the Bancorp’s accelerated share repurchase transaction that was entered into and settled during the nine months ended September 30, 2023:
Repurchase DateAmount
($ in millions)		Shares Repurchased on Repurchase DateShares Received from Forward Contract SettlementTotal Shares RepurchasedFinal Settlement Date
January 24, 2023$200 4,911,875 678,121 5,589,996 March 6, 2023
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Notes to Condensed Consolidated Financial Statements (unaudited)
18. Commitments, Contingent Liabilities and Guarantees
The Bancorp, in the normal course of business, enters into financial instruments and various agreements to meet the financing needs of its customers. The Bancorp also enters into certain transactions and agreements to manage its interest rate and prepayment risks, provide funding, equipment and locations for its operations and invest in its communities. These instruments and agreements involve, to varying degrees, elements of credit risk, counterparty risk and market risk in excess of the amounts recognized in the Condensed Consolidated Balance Sheets. The creditworthiness of counterparties for all instruments and agreements is evaluated on a case-by-case basis in accordance with the Bancorp’s credit policies. The Bancorp’s significant commitments, contingent liabilities and guarantees in excess of the amounts recognized in the Condensed Consolidated Balance Sheets are discussed in the following sections.

Commitments
The Bancorp has certain commitments to make future payments under contracts. The following table reflects a summary of significant commitments as of:
($ in millions)September 30,
2023		December 31,
2022
Commitments to extend credit$84,505 83,437 
Letters of credit2,137 2,009 
Forward contracts related to residential mortgage loans held for sale869 1,869 
Capital commitments for private equity investments171 163 
Capital expenditures85 94 
Purchase obligations80 113 

Commitments to extend credit
Commitments to extend credit are agreements to lend, typically having fixed expiration dates or other termination clauses that may require payment of a fee. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. The Bancorp is exposed to credit risk in the event of nonperformance by the counterparty for the amount of the contract. Fixed-rate commitments are also subject to market risk resulting from fluctuations in interest rates and the Bancorp’s exposure is limited to the replacement value of those commitments. As of September 30, 2023 and December 31, 2022, the Bancorp had a reserve for unfunded commitments, including letters of credit, totaling $189 million and $216 million, respectively, included in other liabilities in the Condensed Consolidated Balance Sheets. The Bancorp monitors the credit risk associated with commitments to extend credit using the same standard regulatory risk rating systems utilized for its loan and lease portfolio.

Risk ratings of outstanding commitments to extend credit under this risk rating system are summarized in the following table as of:
($ in millions)September 30,
2023		December 31,
2022
Pass$82,292 81,345 
Special mention1,017 976 
Substandard1,196 1,116 
Total commitments to extend credit$84,505 83,437 

Letters of credit
Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party and expire as summarized in the following table as of September 30, 2023:
($ in millions)
Less than 1 year(a)
$1,058 
1 - 5 years(a)
1,073 
Over 5 years6 
Total letters of credit$2,137 
(a)Includes $8 and $3 issued on behalf of commercial customers to facilitate trade payments in U.S. dollars and foreign currencies which expire in less than 1 year and between 1 - 5 years, respectively.

Standby letters of credit accounted for approximately 99% of total letters of credit at both September 30, 2023 and December 31, 2022 and are considered guarantees in accordance with U.S. GAAP. Approximately 70% and 67% of the total standby letters of credit were collateralized as of September 30, 2023 and December 31, 2022, respectively. In the event of nonperformance by the customers, the Bancorp has rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The reserve related to these standby letters of credit, which was included in the total reserve for unfunded commitments, was $22 million at both September 30, 2023 and December 31, 2022. The Bancorp monitors the credit risk associated with letters of credit using the same standard regulatory risk rating systems utilized for its loan and lease portfolio.
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Notes to Condensed Consolidated Financial Statements (unaudited)

Risk ratings of outstanding letters of credit under this risk rating system are summarized in the following table as of:
($ in millions)September 30,
2023		December 31,
2022
Pass$1,967 1,827 
Special mention48 47 
Substandard122 135 
Total letters of credit$2,137 2,009 

At September 30, 2023 and December 31, 2022, the Bancorp had outstanding letters of credit that were supporting certain securities issued as VRDNs. The Bancorp facilitates financing for its commercial customers, which consist of companies and municipalities, by marketing the VRDNs to investors. The VRDNs pay interest to holders at a rate of interest that fluctuates based upon market demand. The VRDNs generally have long-term maturity dates, but can be tendered by the holder for purchase at par value upon proper advance notice. When the VRDNs are tendered, a remarketing agent generally finds another investor to purchase the VRDNs to keep the securities outstanding in the market. As of September 30, 2023 and December 31, 2022, total VRDNs, of which FTS was the remarketing agent for all, were $457 million and $423 million, respectively. As remarketing agent, FTS is responsible for actively remarketing VRDNs to other investors when they have been tendered. If another investor is not identified, FTS may choose to purchase the VRDNs into inventory at its discretion while it continues to remarket them. If FTS purchases the VRDNs into inventory, it can subsequently tender back the VRDNs to the issuer’s trustee with proper advance notice. The Bancorp issued letters of credit, as a credit enhancement, to $91 million and $102 million of the VRDNs remarketed by FTS at September 30, 2023 and December 31, 2022, respectively. These letters of credit are included in the total letters of credit balance provided in the previous tables. The Bancorp held $16 million and $3 million of these VRDNs in its portfolio and classified them as trading debt securities at September 30, 2023 and December 31, 2022, respectively.

Forward contracts related to residential mortgage loans held for sale
The Bancorp enters into forward contracts to economically hedge the change in fair value of certain residential mortgage loans held for sale due to changes in interest rates. The outstanding notional amounts of these forward contracts are included in the summary of significant commitments table for all periods presented.

Other commitments
The Bancorp has entered into a limited number of agreements for work related to banking center construction and to purchase goods or services.

Contingent Liabilities
Legal claims
There are legal claims pending against the Bancorp and its subsidiaries that have arisen in the normal course of business. Refer to Note 19 for additional information regarding these proceedings.

Guarantees
The Bancorp has performance obligations upon the occurrence of certain events under financial guarantees provided in certain contractual arrangements as discussed in the following sections.

Residential mortgage loans sold with representation and warranty provisions
Conforming residential mortgage loans sold to unrelated third parties are generally sold with representation and warranty provisions. A contractual liability arises only in the event of a breach of these representations and warranties and, in general, only when a loss results from the breach. The Bancorp may be required to repurchase any previously sold loan, or indemnify or make whole the investor or insurer for which the representation or warranty of the Bancorp proves to be inaccurate, incomplete or misleading. For more information on how the Bancorp establishes the residential mortgage repurchase reserve, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.

As of September 30, 2023 and December 31, 2022, the Bancorp maintained reserves related to loans sold with representation and warranty provisions totaling $8 million and $9 million, respectively, included in other liabilities in the Condensed Consolidated Balance Sheets.

The Bancorp uses the best information available when estimating its mortgage representation and warranty reserve; however, the estimation process is inherently uncertain and imprecise and, accordingly, losses in excess of the amounts reserved as of September 30, 2023 are reasonably possible. The Bancorp currently estimates that it is reasonably possible that it could incur losses related to mortgage representation and warranty provisions in an amount up to approximately $11 million in excess of amounts reserved. This estimate was derived by modifying the key assumptions to reflect management’s judgment regarding reasonably possible adverse changes to those assumptions. The actual repurchase losses could vary significantly from the recorded mortgage representation and warranty reserve or this estimate of reasonably possible losses, depending on the outcome of various factors, including those previously discussed.
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Notes to Condensed Consolidated Financial Statements (unaudited)

During both the three months ended September 30, 2023 and 2022, the Bancorp paid an immaterial amount in the form of make-whole payments and repurchased $13 million and $16 million, respectively, in outstanding principal of loans to satisfy investor demands. For both the nine months ended September 30, 2023 and 2022, the Bancorp paid an immaterial amount in the form of make-whole payments and repurchased $46 million and $44 million, respectively, in outstanding principal of loans to satisfy investor demands. Total repurchase demand requests during the three months ended September 30, 2023 and 2022 were $16 million and $28 million, respectively. Total repurchase demand requests during the nine months ended September 30, 2023 and 2022 were $76 million and $72 million, respectively. Total outstanding repurchase demand inventory was $10 million and $25 million at September 30, 2023 and December 31, 2022, respectively.

Margin accounts
FTS, an indirect wholly-owned subsidiary of the Bancorp, guarantees the collection of all margin account balances held by its brokerage clearing agent for the benefit of its customers. FTS is responsible for payment to its brokerage clearing agent for any loss, liability, damage, cost or expense incurred as a result of customers failing to comply with margin or margin maintenance calls on all margin accounts. The margin account balances held by the brokerage clearing agent were $7 million and $14 million at September 30, 2023 and December 31, 2022, respectively. In the event of customer default, FTS has rights to the underlying collateral provided. Given the existence of the underlying collateral provided and negligible historical credit losses, the Bancorp does not maintain a loss reserve related to the margin accounts.

Long-term borrowing obligations
The Bancorp had certain fully and unconditionally guaranteed long-term borrowing obligations issued by wholly-owned issuing trust entities of $62 million at both September 30, 2023 and December 31, 2022.

Visa litigation
The Bancorp, as a member bank of Visa prior to Visa’s reorganization and IPO (the “IPO”) of its Class A common shares (the “Class A Shares”) in 2008, had certain indemnification obligations pursuant to Visa’s certificate of incorporation and bylaws and in accordance with its membership agreements. In accordance with Visa’s bylaws prior to the IPO, the Bancorp could have been required to indemnify Visa for the Bancorp’s proportional share of losses based on the pre-IPO membership interests. As part of its reorganization and IPO, the Bancorp’s indemnification obligation was modified to include only certain known or anticipated litigation (the “Covered Litigation”) as of the date of the restructuring. This modification triggered a requirement for the Bancorp to recognize a liability equal to the fair value of the indemnification liability.

In conjunction with the IPO, the Bancorp received 10.1 million of Visa’s Class B common shares (the “Class B Shares”) based on the Bancorp’s membership percentage in Visa prior to the IPO. The Class B Shares are not transferable (other than to another member bank) until the later of the third anniversary of the IPO closing or the date on which the Covered Litigation has been resolved; therefore, the Bancorp’s Class B Shares were classified in other assets and accounted for at their carryover basis of $0. Visa deposited $3 billion of the proceeds from the IPO into a litigation escrow account, established for the purpose of funding judgments in, or settlements of, the Covered Litigation. Since then, when Visa’s litigation committee determined that the escrow account was insufficient, Visa issued additional Class A Shares and deposited the proceeds from the sale of the Class A Shares into the litigation escrow account. When Visa funded the litigation escrow account, the Class B Shares were subjected to dilution through an adjustment in the conversion rate of Class B Shares into Class A Shares.

In 2009, the Bancorp completed the sale of Visa, Inc. Class B Shares and entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B Shares into Class A Shares. The swap terminates on the later of the third anniversary of Visa’s IPO or the date on which the Covered Litigation is settled. Refer to Note 23 for additional information on the valuation of the swap. The counterparty to the swap as a result of its ownership of the Class B Shares will be impacted by dilutive adjustments to the conversion rate of the Class B Shares into Class A Shares caused by any Covered Litigation losses in excess of the litigation escrow account. If actual judgments in, or settlements of, the Covered Litigation significantly exceed current expectations, then additional funding by Visa of the litigation escrow account and the resulting dilution of the Class B Shares could result in a scenario where the Bancorp’s ultimate exposure associated with the Covered Litigation (the “Visa Litigation Exposure”) exceeds the value of the Class B Shares owned by the swap counterparty (the “Class B Value”). In the event the Bancorp concludes that it is probable that the Visa Litigation Exposure exceeds the Class B Value, the Bancorp would record a litigation reserve liability and a corresponding amount of other noninterest expense for the amount of the excess. Any such litigation reserve liability would be separate and distinct from the fair value derivative liability associated with the total return swap.

As of the date of the Bancorp’s sale of the Visa Class B Shares and through September 30, 2023, the Bancorp has concluded that it is not probable that the Visa Litigation Exposure will exceed the Class B value. Based on this determination, upon the sale of Class B Shares, the Bancorp reversed its net Visa litigation reserve liability and recognized a free-standing derivative liability associated with the total return swap. The fair value of the swap liability was $172 million at September 30, 2023 and $195 million at December 31, 2022. Refer to Note 14 and Note 23 for further information.
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Notes to Condensed Consolidated Financial Statements (unaudited)
After the Bancorp’s sale of the Class B Shares, Visa has funded additional amounts into the litigation escrow account which have resulted in further dilutive adjustments to the conversion of Class B Shares into Class A Shares, and along with other terms of the total return swap, required the Bancorp to make cash payments in varying amounts to the swap counterparty as follows:

Period ($ in millions)Visa
Funding Amount		Bancorp Cash
Payment Amount
Q2 2010$500 20 
Q4 2010800 35 
Q2 2011400 19 
Q1 20121,565 75 
Q3 2012150 6 
Q3 2014450 18 
Q2 2018600 26 
Q3 2019300 12 
Q4 2021250 11 
Q2 2022600 25 
Q4 2022350 15 
Q2 2023500 21 
Q3 2023150 (a)
(a)The Bancorp made a cash payment of $6 million to the swap counterparty on October 11, 2023 as a result of the Visa escrow funding in the third quarter of 2023.
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Notes to Condensed Consolidated Financial Statements (unaudited)
19. Legal and Regulatory Proceedings

Litigation
Visa/MasterCard Merchant Interchange Litigation
In April 2006, the Bancorp was added as a defendant in a consolidated antitrust class action lawsuit originally filed against Visa®, MasterCard® and several other major financial institutions in the United States District Court for the Eastern District of New York (In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, Case No. 5-MD-1720). The plaintiffs, merchants operating commercial businesses throughout the U.S. and trade associations, claimed that the interchange fees charged by card-issuing banks were unreasonable and sought injunctive relief and unspecified damages. In addition to being a named defendant, the Bancorp is currently also subject to a possible indemnification obligation of Visa as discussed in Note 18 and has also entered into judgment and loss sharing agreements with Visa, MasterCard and certain other named defendants. In October 2012, the parties to the litigation entered into a settlement agreement that was initially approved by the trial court but reversed by the U.S. Second Circuit Court of Appeals and remanded to the district court for further proceedings. More than 500 of the merchants who requested exclusion from the class filed separate federal lawsuits against Visa, MasterCard and certain other defendants alleging similar antitrust violations. These individual federal lawsuits were transferred to the United States District Court for the Eastern District of New York. While the Bancorp is only named as a defendant in one of the individual federal lawsuits, it may have obligations pursuant to indemnification arrangements and/or the judgment or loss sharing agreements noted above. On September 17, 2018, the defendants in the consolidated class action signed a second settlement agreement (the “Amended Settlement Agreement”) resolving the claims seeking monetary damages by the proposed plaintiffs’ class (the “Plaintiff Damages Class”) and superseding the original settlement agreement entered into in October 2012. The Amended Settlement Agreement included, among other terms, a release from participating class members for liability for claims that accrue no later than five years after the Amended Settlement Agreement becomes final. The Amended Settlement Agreement provided for a total payment by all defendants of approximately $6.24 billion, composed of approximately $5.34 billion held in escrow plus an additional $900 million in new funds. Pursuant to the terms of the Settlement Agreement, $700 million of the additional $900 million has been returned to the defendants due to the level of opt-outs from the class. The Bancorp’s allocated share of the settlement is within existing reserves, including funds maintained in escrow. On December 13, 2019, the Court entered an order granting final approval for the settlement, and on March 15, 2023, the Second Circuit affirmed that order. The settlement does not resolve the claims of the separate proposed plaintiffs’ class seeking injunctive relief or the claims of merchants who have opted out of the proposed class settlement and are pursuing, or may in the future decide to pursue, private lawsuits. On September 27, 2021, the Court entered an order certifying a class of merchants pursuing claims for injunctive relief. The ultimate outcome in this matter, including the timing of resolution, remains uncertain. Refer to Note 18 for further information.

Klopfenstein v. Fifth Third Bank
On August 3, 2012, William Klopfenstein and Adam McKinney filed a lawsuit against Fifth Third Bank in the United States District Court for the Northern District of Ohio (Klopfenstein et al. v. Fifth Third Bank), alleging that the 120% APR that Fifth Third disclosed on its Early Access program was misleading. Early Access is a deposit advance program offered to eligible customers with checking accounts. The plaintiffs sought to represent a nationwide class of customers who used the Early Access program and repaid their cash advances within 30 days. On October 31, 2012, the case was transferred to the United States District Court for the Southern District of Ohio. In 2013, four similar putative class action lawsuits were filed against Fifth Third Bank in federal courts throughout the country (Lori and Danielle Laskaris v. Fifth Third Bank, Janet Fyock v. Fifth Third Bank, Jesse McQuillen v. Fifth Third Bank, and Brian Harrison v. Fifth Third Bank). Those four lawsuits were transferred to the Southern District of Ohio and consolidated with the original lawsuit as In re: Fifth Third Early Access Cash Advance Litigation (Case No. 1:12-CV-851). On behalf of a putative class, the plaintiffs sought unspecified monetary and statutory damages, injunctive relief, punitive damages, attorneys’ fees, and pre- and post-judgment interest. On March 30, 2015, the court dismissed all claims alleged in the consolidated lawsuit except a claim under the TILA. On May 28, 2019, the Sixth Circuit Court of Appeals reversed the dismissal of plaintiffs’ breach of contract claim and remanded for further proceedings. The plaintiffs’ claimed damages for the alleged breach of contract claim exceed $440 million, plus prejudgment interest. On March 26, 2021, the trial court granted plaintiffs’ motion for class certification. On March 29, 2023, the trial court issued an order granting summary judgement on plaintiffs’ TILA claim, with statutory damages capped at $2 million plus costs and attorney fees. Plaintiffs’ claim for breach of contract proceeded to trial beginning on April 17, 2023. On April 27, 2023, the jury returned a verdict in favor of the Bank, finding a breach of contract, but that the voluntary payment doctrine is a complete defense to the breach of contract claim. Both parties have filed post-trial motions related to the jury verdict, which are currently pending before the trial court.

Bureau of Consumer Financial Protection v. Fifth Third Bank, National Association
On March 9, 2020, the CFPB filed a lawsuit against Fifth Third in the United States District Court for the Northern District of Illinois entitled CFPB v. Fifth Third Bank, National Association, Case No. 1:20-CV-1683, alleging violations of the Consumer Financial Protection Act, TILA, and Truth in Savings Act related to Fifth Third’s alleged opening of unspecified numbers of allegedly unauthorized credit card, savings, checking, online banking and early access accounts from 2010 through 2016. The CFPB seeks unspecified amounts of civil monetary penalties as well as unspecified customer remediation. On February 12, 2021, the court granted Fifth Third’s motion to transfer venue to the United States District Court for the Southern District of Ohio. On September 26, 2023, the trial court entered an order on Fifth Third’s motion to dismiss, holding certain constitutional questions in abeyance pending determination by the United States Supreme Court, and granting Fifth Third’s motion to the extent it argued that the CFPB could not pursue Consumer Protection Act violations occurring prior to July 21, 2011. The court denied Fifth Third’s motion as to all other issues, and the case is currently in discovery. No trial date has been set.
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Notes to Condensed Consolidated Financial Statements (unaudited)

Shareholder Litigation
On July 31, 2020, a putative shareholder class action lawsuit captioned Dr. Steven Fox, individually and on behalf of all others similarly situated v. Fifth Third Bancorp, et al., Case No. 2020CH05219 was filed on behalf of former shareholders of MB Financial, Inc. in the Cook County, Illinois Circuit Court. The suit brought claims for violation of Sections 11 and 12(a)(2) of the Securities Act of 1933, alleging that the Bancorp and certain of its officers and directors made material misstatements and omissions regarding an alleged improper cross-selling strategy in filings made in connection with the Bancorp’s merger with MB Financial, Inc. On September 14, 2023, the trial court granted final approval of the parties’ class settlement in the amount of $5.5 million. The litigation is now concluded.

In addition, shareholder derivative lawsuits have been filed seeking monetary damages on behalf of the Bancorp alleging certain claims against various officers and directors relating to an alleged improper cross-selling strategy. Five lawsuits were consolidated into a single action pending in the U.S. District Court for the Northern District of Illinois captioned In re Fifth Third Bancorp Derivative Litigation, Case No. 1:20-cv-04115. On March 8, 2023, the district court granted the defendants’ motion to dismiss the amended complaint with prejudice. There was no appeal, so the case is terminated. Also separately filed in the Hamilton County, Ohio Court of Common Pleas is Sandys v. Carmichael, et al., Case No. A2004539 (filed December 28, 2020) and The City of Miami Firefighters’ and Police Officers’ Retirement Trust v. Carmichael, et al., Case No. A2200330 (filed January 27, 2022). On April 18, 2022, the Sandys shareholder voluntarily dismissed the lawsuit without prejudice. On August 29, 2023, the trial court granted defendants’ motion to dismiss the case brought by The City of Miami Firefighters’ and Police Officers’ Retirement Trust. That case is now on appeal.

The Bancorp has also received several shareholder demands under Ohio Rev. Code § 1701.37(c) and lawsuits have been filed arising out of the same. Finally, the Bancorp has received shareholder demands that the Bancorp’s Board of Directors investigate and commence a civil action for failure to detect and/or prevent the alleged illegal cross-selling strategy.

Howards v. Fifth Third Bank
On March 8, 2018, Plaintiff Troy Howards filed a putative class action against Fifth Third Bank in the United States District Court for the Central District of California (Case No. 1:18-CV-869, S.D. OH 2018), alleging that Fifth Third improperly charged certain fees related to insufficient funds, customer overdrafts, and out-of-network ATM use. Venue was subsequently transferred to the United States District Court for the Southern District of Ohio. Plaintiff filed claims for breach of contract, breach of the implied covenant of good faith and fair dealing, for violation of the California Unfair Competition Law (Ca. Bus. & Prof. Code sec. 17200, et seq.), and the California Consumer Legal Remedies Act (Cal. Civ. Code sec. 1750 et seq.). Plaintiff seeks to represent putative nationwide classes and California classes of consumers allegedly charged improper repeated insufficient funds fees, improper overdraft fees, and fees for out-of-network ATM use from the beginning of the applicable statute of limitations to present. Plaintiff seeks damages of restitution and disgorgement in the amount of the allegedly unlawfully charged fees, damages proved at trial together with interest as allowed by applicable law. Fifth Third filed a motion to dismiss all claims. On February 6, 2023, the trial court issued an order dismissing the Plaintiff’s breach of contract claim with respect to out-of-network ATM fees and dismissing the two claims for violations of California consumer protection statutes. The Court denied Fifth Third’s motion to dismiss as it relates to the claims for breach of contract and breach of the implied covenant of good faith and fair dealing for certain customer overdrafts and insufficient funds fees. The case is in discovery, and no trial date has been set.

Record-Keeping Investigations
On September 29, 2023, Fifth Third Securities, Inc. entered into a resolution with the SEC to resolve the SEC’s investigation regarding compliance with certain record-keeping requirements for business-related electronic communications on unapproved channels. Under this resolution, FTS agreed to pay a penalty of $8 million to the SEC along with other prospective relief. The Commodity Futures Trading Commission is conducting a similar investigation into the Bancorp’s registered swap dealer.

Other litigation
The Bancorp and its subsidiaries are not parties to any other material litigation. However, there are other litigation matters that arise in the normal course of business. While it is impossible to ascertain the ultimate resolution or range of financial liability with respect to these contingent matters, management believes that the resulting liability, if any, from these other actions would not have a material effect upon the Bancorp’s consolidated financial position, results of operations or cash flows.

Governmental Investigations and Proceedings
The Bancorp and/or its affiliates are or may become involved in information-gathering requests, reviews, investigations and proceedings (both formal and informal) by various governmental regulatory agencies and law enforcement authorities, including but not limited to the FRB, OCC, CFPB, SEC, FINRA, U.S. Department of Justice, etc., as well as state and other governmental authorities and self-regulatory bodies regarding their respective businesses. For example, Fifth Third Bank, National Association is currently cooperating with investigations related to several civil investigative demands by a number of state attorneys general regarding the lending practices and installer relationships of Dividend Solar Finance, LLC, which the Bank acquired in May 2022. Among these is a civil investigative demand by a coalition of 17 state attorneys general relating to the Chapter 7 bankruptcy filing of one such installer, Power Home Solar, LLC, dba Pink Energy. Additional matters will likely arise from time to time. Any of these matters may result in material adverse consequences or reputational harm to the Bancorp, its affiliates and/or their respective directors, officers and other personnel, including adverse judgments, findings, settlements, fines,
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Notes to Condensed Consolidated Financial Statements (unaudited)
penalties, orders, injunctions or other actions, amendments and/or restatements of the Bancorp’s SEC filings and/or financial statements, as applicable, and/or determinations of material weaknesses in our disclosure controls and procedures. Investigations by regulatory authorities may from time to time result in civil or criminal referrals to law enforcement. Additionally, in some cases, regulatory authorities may take supervisory actions that are considered to be confidential supervisory information which may not be publicly disclosed.

Reasonably Possible Losses in Excess of Accruals
The Bancorp and its subsidiaries are parties to numerous claims and lawsuits as well as threatened or potential actions or claims concerning matters arising from the conduct of its business activities. The outcome of claims or litigation and the timing of ultimate resolution are inherently difficult to predict. The following factors, among others, contribute to this lack of predictability: claims often include significant legal uncertainties, damages alleged by plaintiffs are often unspecified or overstated, discovery may not have started or may not be complete and material facts may be disputed or unsubstantiated. As a result of these factors, the Bancorp is not always able to provide an estimate of the range of reasonably possible outcomes for each claim. An accrual for a potential litigation loss is established when information related to the loss contingency indicates both that a loss is probable and that the amount of loss can be reasonably estimated. Any such accrual is adjusted from time to time thereafter as appropriate to reflect changes in circumstances. The Bancorp also determines, when possible (due to the uncertainties described above), estimates of reasonably possible losses or ranges of reasonably possible losses, in excess of amounts accrued. Under U.S. GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight.” Thus, references to the upper end of the range of reasonably possible loss for cases in which the Bancorp is able to estimate a range of reasonably possible loss mean the upper end of the range of loss for cases for which the Bancorp believes the risk of loss is more than slight. For matters where the Bancorp is able to estimate such possible losses or ranges of possible losses, the Bancorp currently estimates that it is reasonably possible that it could incur losses related to legal and regulatory proceedings in an aggregate amount up to approximately $96 million in excess of amounts accrued, with it also being reasonably possible that no losses will be incurred in these matters. The estimates included in this amount are based on the Bancorp’s analysis of currently available information, and as new information is obtained the Bancorp may change its estimates.

For these matters and others where an unfavorable outcome is reasonably possible but not probable, there may be a range of possible losses in excess of the established accrual that cannot be estimated. Based on information currently available, advice of counsel, available insurance coverage and established accruals, the Bancorp believes that the eventual outcome of the actions against the Bancorp and/or its subsidiaries, including the matters described above, will not, individually or in the aggregate, have a material adverse effect on the Bancorp’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of those matters, if unfavorable, may be material to the Bancorp’s results of operations for any particular period, depending, in part, upon the size of the loss or liability imposed and the operating results for the applicable period.

20. Income Taxes
The applicable income tax expense was $186 million and $192 million for the three months ended September 30, 2023 and 2022, respectively, and $519 million and $470 million for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rates for the three months ended September 30, 2023 and 2022 were 22.0% and 22.7%, respectively, and 22.2% and 21.6% for the nine months ended September 30, 2023 and 2022, respectively.

While it is reasonably possible that the amount of the unrecognized tax benefits with respect to certain of the Bancorp’s uncertain tax positions could increase or decrease during the next twelve months, the Bancorp believes it is unlikely that its unrecognized tax benefits will change by a material amount during the next twelve months.
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21. Accumulated Other Comprehensive Income
The tables below present the activity of the components of OCI and AOCI for the three months ended:

Total OCI Total AOCI
September 30, 2023 ($ in millions)Pre-tax
Activity		Tax
Effect		Net
Activity		Beginning
Balance		Net
Activity		Ending
Balance
Unrealized holding losses on available-for-sale debt securities arising during period$(1,594)376 (1,218)
Reclassification adjustment for net losses on available-for-sale debt securities included in net income— — — 
Net unrealized losses on available-for-sale debt securities(1,594)376 (1,218)(4,622)(1,218)(5,840)
Unrealized holding losses on cash flow hedge derivatives arising during period(687)160 (527)
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income94 (22)72 
Net unrealized losses on cash flow hedge derivatives(593)138 (455)(522)(455)(977)
Net actuarial loss arising during the year— — — 
Reclassification of amounts to net periodic benefit costs— — — 
Defined benefit pension plans, net— — — (18)— (18)
Other— — — (4)— (4)
Total$(2,187)514 (1,673)(5,166)(1,673)(6,839)

Total OCI Total AOCI
September 30, 2022 ($ in millions)Pre-tax
Activity		Tax
Effect		Net
Activity		Beginning
Balance		Net
Activity		Ending
Balance
Unrealized holding losses on available-for-sale debt securities arising during period$(2,780)651 (2,129)
Reclassification adjustment for net gains on available-for-sale debt securities included in net income— — — 
Net unrealized losses on available-for-sale debt securities(2,780)651 (2,129)(2,546)(2,129)(4,675)
Unrealized holding losses on cash flow hedge derivatives arising during period(688)158 (530)
Reclassification adjustment for net gains on cash flow hedge derivatives included in net income(4)1 (3)
Net unrealized losses on cash flow hedge derivatives(692)159 (533)(63)(533)(596)
Net actuarial loss arising during the year(1)— (1)
Reclassification of amounts to net periodic benefit costs1 — 1 
Defined benefit pension plans, net— — — (31)— (31)
Other— — — (4)— (4)
Total$(3,472)810 (2,662)(2,644)(2,662)(5,306)
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Notes to Condensed Consolidated Financial Statements (unaudited)
The tables below present the activity of the components of OCI and AOCI for the nine months ended:

Total OCITotal AOCI
September 30, 2023 ($ in millions)Pre-tax
Activity		Tax EffectNet ActivityBeginning BalanceNet ActivityEnding Balance
Unrealized holding losses on available-for-sale debt securities arising during period$(1,638)386 (1,252)
Reclassification adjustment for net losses on available-for-sale debt securities included in net income1 — 1 
Net unrealized losses on available-for-sale debt securities(1,637)386 (1,251)(4,589)(1,251)(5,840)
Unrealized holding losses on cash flow hedge derivatives arising during period(864)200 (664)
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income240 (55)185 
Net unrealized losses on cash flow hedge derivatives(624)145 (479)(498)(479)(977)
Net actuarial loss arising during the year— — — 
Reclassification of amounts to net periodic benefit costs1 — 1 
Defined benefit pension plans, net1 — 1 (19)1 (18)
Other— — — (4)— (4)
Total$(2,260)531 (1,729)(5,110)(1,729)(6,839)

Total OCITotal AOCI
September 30, 2022 ($ in millions)Pre-tax
Activity		Tax EffectNet ActivityBeginning BalanceNet ActivityEnding Balance
Unrealized holding losses on available-for-sale debt securities arising during period$(7,249)1,685 (5,564)
Reclassification adjustment for net gains on available-for-sale debt securities included in net income(3)1 (2)
Net unrealized losses on available-for-sale debt securities(7,252)1,686 (5,566)891 (5,566)(4,675)
Unrealized holding losses on cash flow hedge derivatives arising during period(1,092)252 (840)
Reclassification adjustment for net gains on cash flow hedge derivatives included in net income(140)31 (109)
Net unrealized losses on cash flow hedge derivatives(1,232)283 (949)353 (949)(596)
Net actuarial loss arising during the year(2)— (2)
Reclassification of amounts to net periodic benefit costs5 (1)4 
Defined benefit pension plans, net3 (1)2 (33)2 (31)
Other— — — (4)— (4)
Total$(8,481)1,968 (6,513)1,207 (6,513)(5,306)
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The table below presents reclassifications out of AOCI:
Condensed Consolidated Statements of Income CaptionFor the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Net unrealized losses on available-for-sale debt securities:(a)
Net (losses) gains included in net incomeSecurities gains (losses), net$— — (1)3 
Income before income taxes— — (1)3 
Applicable income tax expense— — — (1)
Net income— — (1)2 
Net unrealized losses on cash flow hedge derivatives:(a)
Interest rate contracts related to C&I, commercial mortgage and commercial construction loansInterest and fees on loans and leases(94)4 (240)140 
Income before income taxes(94)4 (240)140 
Applicable income tax expense22 (1)55 (31)
Net income(72)3 (185)109 
Net periodic benefit costs:(a)
Amortization of net actuarial loss
Compensation and benefits(b)
— (1)(2)(3)
Settlements
Compensation and benefits(b)
— — — (2)
Income before income taxes— (1)(1)(5)
Applicable income tax expense— — — 1 
Net income— (1)(1)(4)
Total reclassifications for the periodNet income(72)2 (187)107 
(a)Amounts in parentheses indicate reductions to net income.
(b)This AOCI component is included in the computation of net periodic benefit cost. Refer to Note 22 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022 for further information.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
22. Earnings Per Share
The following tables provide the calculation of earnings per share and the reconciliation of earnings per share and earnings per diluted share:
20232022
For the three months ended September 30,
(in millions, except per share data)
IncomeAverage
Shares		Per Share
Amount		IncomeAverage
Shares		Per Share
Amount
Earnings Per Share:
Net income available to common shareholders$623 $631 
Less: Income allocated to participating securities— — 
Net income allocated to common shareholders$623 684$0.91 $631 689$0.91 
Earnings Per Diluted Share:
Net income available to common shareholders$623 $631 
Effect of dilutive securities:
Stock-based awards— 3— 6
Net income available to common shareholders plus assumed conversions$623 $631 
Less: Income allocated to participating securities— — 
Net income allocated to common shareholders plus assumed conversions$623 687$0.91 $631 695$0.91 

20232022
For the nine months ended September 30,
(in millions, except per share data)
IncomeAverage SharesPer Share AmountIncomeAverage SharesPer Share Amount
Earnings Per Share:
Net income available to common shareholders$1,719 $1,631 
Less: Income allocated to participating securities— 1 
Net income allocated to common shareholders$1,719 684 $2.51 $1,630 689 $2.37 
Earnings Per Diluted Share:
Net income available to common shareholders$1,719 $1,631 
Effect of dilutive securities:
Stock-based awards— 4 — 6 
Net income available to common shareholders plus assumed conversions$1,719 $1,631 
Less: Income allocated to participating securities— 1 
Net income allocated to common shareholders plus assumed conversions$1,719 688 $2.50 $1,630 695 $2.34 

Shares are excluded from the computation of earnings per diluted share when their inclusion has an anti-dilutive effect on earnings per share. The diluted earnings per share computation for both the three and nine months ended September 30, 2023 excludes 6 million shares of stock-based awards because their inclusion would have been anti-dilutive. The diluted earnings per share computation for both the three and nine months ended September 30, 2022 excludes 3 million shares of stock-based awards because their inclusion would have been anti-dilutive.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
23. Fair Value Measurements
The Bancorp measures certain financial assets and liabilities at fair value in accordance with U.S. GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. For more information regarding the fair value hierarchy, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables summarize assets and liabilities measured at fair value on a recurring basis as of:
Fair Value Measurements Using
September 30, 2023 ($ in millions)Level 1Level 2Level 3Total Fair Value
Assets:
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$3,462 — — 3,462 
Obligations of states and political subdivisions securities— 2 — 2 
Mortgage-backed securities:

Agency residential mortgage-backed securities— 9,876 — 9,876 
Agency commercial mortgage-backed securities— 24,461 — 24,461 
Non-agency commercial mortgage-backed securities— 4,325 — 4,325 
Asset-backed securities and other debt securities— 4,990 — 4,990 
Available-for-sale debt and other securities(a)
3,462 43,654 — 47,116 
Trading debt securities:

U.S. Treasury and federal agencies securities610 31 — 641 
Obligations of states and political subdivisions securities— 43 — 43 
Agency residential mortgage-backed securities— 7 — 7 
Asset-backed securities and other debt securities— 531 — 531 
Trading debt securities610 612 — 1,222 
Equity securities238 12 — 250 
Residential mortgage loans held for sale— 497 — 497 
Residential mortgage loans(b)
— — 113 113 
Servicing rights— — 1,822 1,822 
Derivative assets:
Interest rate contracts14 1,467 5 1,486 
Foreign exchange contracts— 706 — 706 
Commodity contracts89 1,026 — 1,115 
Derivative assets(c)
103 3,199 5 3,307 
Total assets$4,413 47,974 1,940 54,327 
Liabilities:

Derivative liabilities:

Interest rate contracts$1 1,903 7 1,911 
Foreign exchange contracts— 644 — 644 
Equity contracts— — 172 172 
Commodity contracts141 904 — 1,045 
Derivative liabilities(d)
142 3,451 179 3,772 
Short positions:

U.S. Treasury and federal agencies securities108 — — 108 
Asset-backed securities and other debt securities— 155 — 155 
Short positions(d)
108 155 — 263 
Total liabilities$250 3,606 179 4,035 
(a)Excludes FHLB, FRB and DTCC restricted stock holdings totaling $281, $494 and $2, respectively, at September 30, 2023.
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(c)Included in other assets in the Condensed Consolidated Balance Sheets.
(d)Included in other liabilities in the Condensed Consolidated Balance Sheets.
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Fair Value Measurements Using
December 31, 2022 ($ in millions)Level 1Level 2Level 3Total Fair Value
Assets:
Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$2,495 — — 2,495 
Obligations of states and political subdivisions securities— 18 — 18 
Mortgage-backed securities:
Agency residential mortgage-backed securities— 11,237 — 11,237 
Agency commercial mortgage-backed securities— 26,322 — 26,322 
Non-agency commercial mortgage-backed securities— 4,715 — 4,715 
Asset-backed securities and other debt securities— 5,842 — 5,842 
Available-for-sale debt and other securities(a)
2,495 48,134 — 50,629 
Trading debt securities:
U.S. Treasury and federal agencies securities23 22 — 45 
Obligations of states and political subdivisions securities— 14 — 14 
Agency residential mortgage-backed securities— 8 — 8 
Asset-backed securities and other debt securities— 347 — 347 
Trading debt securities23 391 — 414 
Equity securities306 11 — 317 
Residential mortgage loans held for sale— 600 — 600 
Residential mortgage loans(b)
— — 123 123 
Servicing rights— — 1,746 1,746 
Derivative assets:
Interest rate contracts12 1,222 7 1,241 
Foreign exchange contracts— 454 — 454 
Commodity contracts56 1,422 — 1,478 
Derivative assets(c)
68 3,098 7 3,173 
Total assets$2,892 52,234 1,876 57,002 
Liabilities:
Derivative liabilities:
Interest rate contracts$7 1,970 8 1,985 
Foreign exchange contracts— 422 — 422 
Equity contracts— — 195 195 
Commodity contracts92 1,258 — 1,350 
Derivative liabilities(d)
99 3,650 203 3,952 
Short positions:
U.S. Treasury and federal agencies securities66 — — 66 
Asset-backed securities and other debt securities— 112 — 112 
Short positions(d)
66 112 — 178 
Total liabilities$165 3,762 203 4,130 
(a)Excludes FHLB, FRB and DTCC restricted stock holdings totaling $381, $491 and $2, respectively, at December 31, 2022.
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(c)Included in other assets in the Condensed Consolidated Balance Sheets.
(d)Included in other liabilities in the Condensed Consolidated Balance Sheets.

The following is a description of the valuation methodologies used for significant instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

Available-for-sale debt and other securities, trading debt securities and equity securities
Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities and equity securities. If quoted market prices are not available, then fair values are estimated using pricing models which primarily utilize quoted prices of securities with similar characteristics. Level 2 securities may include federal agencies securities, obligations of states and political subdivisions securities, agency residential mortgage-backed securities, agency and non-agency commercial mortgage-backed securities, asset-backed securities and other debt securities and equity securities. These securities are generally valued using a market approach based on observable prices of securities with similar characteristics.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
Residential mortgage loans held for sale
For residential mortgage loans held for sale for which the fair value election has been made, fair value is estimated based upon mortgage-backed securities prices and spreads to those prices or, for certain ARM loans, DCF models that may incorporate the anticipated portfolio composition, credit spreads of asset-backed securities with similar collateral and market conditions. The anticipated portfolio composition includes the effect of interest rate spreads and discount rates due to loan characteristics such as the state in which the loan was originated, the loan amount and the ARM margin. Residential mortgage loans held for sale that are valued based on mortgage-backed securities prices are classified within Level 2 of the valuation hierarchy as the valuation is based on external pricing for similar instruments. ARM loans classified as held for sale are also classified within Level 2 of the valuation hierarchy due to the use of observable inputs in the DCF model. These observable inputs include interest rate spreads from agency mortgage-backed securities market rates and observable discount rates.

Residential mortgage loans
For residential mortgage loans for which the fair value election has been made, and that are reclassified from held for sale to held for investment, the fair value estimation is based on mortgage-backed securities prices, interest rate risk and an internally developed credit component. Therefore, these loans are transferred from Level 2 to Level 3 of the valuation hierarchy. An adverse change in the loss rate or severity assumption would result in a decrease in fair value of the related loans.

Servicing rights
MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available. Accordingly, the Bancorp estimates the fair value of MSRs using internal OAS models with certain unobservable inputs, primarily prepayment speed assumptions, OAS and weighted-average lives, resulting in a classification within Level 3 of the valuation hierarchy. Refer to Note 13 for further information on the assumptions used in the valuation of the Bancorp’s MSRs.

Derivatives
Exchange-traded derivatives valued using quoted prices and certain over-the-counter derivatives valued using active bids are classified within Level 1 of the valuation hierarchy. Most of the Bancorp’s derivative contracts are valued using DCF or other models that incorporate current market interest rates, credit spreads assigned to the derivative counterparties and other market parameters and, therefore, are classified within Level 2 of the valuation hierarchy. Such derivatives include basic and structured interest rate, foreign exchange and commodity swaps and options. Derivatives that are valued based upon models with significant unobservable market parameters are classified within Level 3 of the valuation hierarchy. At September 30, 2023 and December 31, 2022, derivatives classified as Level 3, which are valued using models containing unobservable inputs, consisted primarily of a total return swap associated with the Bancorp’s sale of Visa, Inc. Class B Shares as well as IRLCs, which utilize internally generated loan closing rate assumptions as a significant unobservable input in the valuation process.

Under the terms of the total return swap, the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Visa, Inc. Class B Shares into Class A Shares. Additionally, the Bancorp will make a quarterly payment based on Visa’s stock price and the conversion rate of the Visa, Inc. Class B Shares into Class A Shares until the date on which the Covered Litigation is settled. The fair value of the total return swap was calculated using a DCF model based on unobservable inputs consisting of management’s estimate of the probability of certain litigation scenarios, the timing of the resolution of the Covered Litigation and Visa litigation loss estimates in excess, or shortfall, of the Bancorp’s proportional share of escrow funds.

An increase in the loss estimate or a delay in the resolution of the Covered Litigation would result in an increase in the fair value of the derivative liability; conversely, a decrease in the loss estimate or an acceleration of the resolution of the Covered Litigation would result in a decrease in the fair value of the derivative liability. Refer to Note 18 for additional information on the Covered Litigation.

The net asset fair value of the Bancorp’s IRLCs at September 30, 2023 was $4 million. Immediate decreases in current interest rates of 25 bps and 50 bps would result in increases in the fair value of the IRLCs of approximately $2 million and $5 million, respectively. Immediate increases in current interest rates of 25 bps and 50 bps would result in decreases in the fair value of the IRLCs of approximately $3 million and $6 million, respectively. An immediate 10% or 20% change in loan closing rates, either adverse or favorable, would not have a material impact on the fair value of IRLCs as of September 30, 2023. These sensitivities are hypothetical and should be used with caution, as changes in fair value based on a variation in assumptions typically cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear.

Short positions
Where quoted prices are available in an active market, short positions are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities. If quoted market prices are not available, then fair values are estimated using pricing models which primarily utilize quoted prices of securities with similar characteristics and therefore are classified within Level 2 of the valuation hierarchy. Level 2 securities include asset-backed and other debt securities.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables are a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the three months ended September 30, 2023 ($ in millions)
Residential
Mortgage
Loans		Servicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives		Total
Fair Value
Balance, beginning of period$124 1,764 2 (204)1,686 
Total gains (losses) (realized/unrealized):(b)
 Included in earnings(7)34 7 (10)24 
Purchases/originations— 24 — — 24 
Settlements(5)— (11)42 26 
Transfers into Level 3(c)
1 — — — 1 
Balance, end of period$113 1,822 (2)(172)1,761 
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at September 30, 2023
$(7)56 3 (10)42 
(a)Net interest rate derivatives include derivative assets and liabilities of $5 and $7, respectively, as of September 30, 2023.
(b)There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at September 30, 2023.
(c)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the three months ended September 30, 2022 ($ in millions)
Residential
Mortgage
Loans		Servicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives		Total
Fair Value
Balance, beginning of period$133 1,582 8 (199)1,524 
Total gains (losses) (realized/unrealized):(b)
 Included in earnings(7)48 (5)(17)19 
Purchases/originations— 102 (1)— 101 
Settlements(4)— (9)42 29 
Transfers into Level 3(c)
3 — — — 3 
Balance, end of period$125 1,732 (7)(174)1,676 
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at September 30, 2022
$(7)80 (2)(17)54 
(a)Net interest rate derivatives include derivative assets and liabilities of $7 and $14, respectively, as of September 30, 2022.
(b)There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at September 30, 2022.
(c)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the nine months ended September 30, 2023 ($ in millions)
Residential
Mortgage
Loans		Servicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives		Total
Fair Value
Balance, beginning of period$123 1,746 (1)(195)1,673 
Total (losses) gains (realized/unrealized):(b)
 Included in earnings(4)(6)32 (72)(50)
Purchases/originations— 82 (2)— 80 
Settlements(11)— (31)95 53 
Transfers into Level 3(c)
5 — — — 5 
Balance, end of period$113 1,822 (2)(172)1,761 
The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at September 30, 2023
$(4)53 3 (72)(20)
(a)Net interest rate derivatives include derivative assets and liabilities of $5 and $7, respectively, as of September 30, 2023.
(b)There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at September 30, 2023.
(c)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.


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Notes to Condensed Consolidated Financial Statements (unaudited)
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the nine months ended September 30, 2022 ($ in millions)
Residential
Mortgage
Loans		Servicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives		Total
Fair Value
Balance, beginning of period$154 1,121 4 (214)1,065 
Total gains (losses) (realized/unrealized):(b)
 Included in earnings(20)217 8 (46)159 
Purchases/originations/acquisitions— 394 1 — 395 
Settlements(19)— (20)86 47 
Transfers into Level 3(c)
10 — — — 10 
Balance, end of period$125 1,732 (7)(174)1,676 
The amount of total gains (losses) for the period included in earnings attributable to the change in unrealized gains or losses relating to instruments still held at September 30, 2022
$(20)338 1 (46)273 
(a)Net interest rate derivatives include derivative assets and liabilities of $7 and $14, respectively, as of September 30, 2022.
(b)There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at September 30, 2022.
(c)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

The total losses and gains included in earnings for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) were recorded in the Condensed Consolidated Statements of Income as follows:
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Mortgage banking net revenue$33 35 19 202 
Commercial banking revenue1 1 3 3 
Other noninterest income(10)(17)(72)(46)
Total (losses) gains$24 19 (50)159 

The total losses and gains included in earnings attributable to changes in unrealized gains and losses related to Level 3 assets and liabilities still held at September 30, 2023 and 2022 were recorded in the Condensed Consolidated Statements of Income as follows:
For the three months ended
September 30,		For the nine months ended
September 30,
($ in millions)2023202220232022
Mortgage banking net revenue$51 70 49 316 
Commercial banking revenue1 1 3 3 
Other noninterest income(10)(17)(72)(46)
Total (losses) gains$42 54 (20)273 

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present information as of September 30, 2023 and 2022 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured at fair value on a recurring basis:
As of September 30, 2023 ($ in millions)
Financial InstrumentFair ValueValuation
Technique		Significant
Unobservable Inputs		Range of Inputs
Weighted-Average
Residential mortgage loans$113 Loss rate modelInterest rate risk factor(28.7)-4.0%(16.9)%
(a)
Credit risk factor— -0.6%0.2 %
(a)
(Fixed)
5.0 %
(b)
Servicing rights1,822 DCFPrepayment speed— -100.0%
(Adjustable)
20.3 %
(b)
(Fixed)
582 
(b)
OAS (bps)477 -1,447
(Adjustable)
1,204 
(b)
IRLCs, net4 DCFLoan closing rates33.2 -97.5%82.3 %
(c)
Swap associated with the sale of Visa, Inc. Class B Shares(172)DCFTiming of the resolution
   of the Covered Litigation		Q3 2024-Q1 2027Q4 2025
(d)
(a)Unobservable inputs were weighted by the relative carrying value of the instruments.
(b)Unobservable inputs were weighted by the relative unpaid principal balance of the instruments.
(c)Unobservable inputs were weighted by the relative notional amount of the instruments.
(d)Unobservable inputs were weighted by the probability of the final funding date of the instruments.

As of September 30, 2022 ($ in millions)
Financial InstrumentFair ValueValuation
Technique		Significant
Unobservable Inputs		Range of InputsWeighted-Average
Residential mortgage loans$125 Loss rate modelInterest rate risk factor(24.6)-2.6 %(13.1)%
(a)
Credit risk factor— -23.1 %0.4 %
(a)
(Fixed)5.2 %
(b)
Servicing rights1,732 DCFPrepayment speed— -100.0 %(Adjustable)20.3 %
(b)
(Fixed)723 
(b)
OAS (bps)615-1,513(Adjustable)1,204 
(b)
IRLCs, net(3)DCFLoan closing rates48.9 -98.6 %90.1 %
(c)
Swap associated with the sale of Visa, Inc. Class B Shares
(174)DCFTiming of the resolution
   of the Covered Litigation		Q4 2023-Q3 2026Q1 2025
(d)
(a)Unobservable inputs were weighted by the relative carrying value of the instruments.
(b)Unobservable inputs were weighted by the relative unpaid principal balance of the instruments.
(c)Unobservable inputs were weighted by the relative notional amount of the instruments.
(d)Unobservable inputs were weighted by the probability of the final funding date of the instruments.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets and liabilities are measured at fair value on a nonrecurring basis. 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 following tables provide the fair value hierarchy and carrying amount of all assets that were held as of September 30, 2023 and 2022, and for which a nonrecurring fair value adjustment was recorded during the three and nine months ended September 30, 2023 and 2022, and the related gains and losses from fair value adjustments on assets sold during the period as well as assets still held as of the end of the period.

Fair Value Measurements UsingTotal Losses
As of September 30, 2023 ($ in millions)Level 1Level 2Level 3Total
For the three months ended September 30, 2023
For the nine
months ended September 30, 2023
Commercial loans and leases$— — 154 154 (21)(118)
Consumer and residential mortgage loans— — 188 188 (2)(10)
OREO— — 18 18 (7)(8)
Bank premises and equipment— — 4 4 — (2)
Private equity investments— — — — — (2)
Total$— — 364 364 (30)(140)

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Notes to Condensed Consolidated Financial Statements (unaudited)
Fair Value Measurements UsingTotal Losses
As of September 30, 2022 ($ in millions)Level 1Level 2Level 3Total
For the three months ended
 September 30, 2022
For the nine
months ended
September 30, 2022
Commercial loans and leases$— — 161 161 (42)(89)
Consumer and residential mortgage loans— — 120 120 — — 
OREO— — 3 3 — — 
Bank premises and equipment— — 3 3 (1)(2)
Operating lease equipment— — 2 2 — (2)
Private equity investments— 9 1 10 (1)(8)
Total$— 9 290 299 (44)(101)

The following tables present information as of September 30, 2023 and 2022 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured on a nonrecurring basis:

As of September 30, 2023 ($ in millions)
Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable InputsRanges of
Inputs		Weighted-Average
Commercial loans and leases$154 Appraised valueCollateral valueNMNM
Consumer and residential mortgage loans188 Appraised valueCollateral valueNMNM
OREO18 Appraised valueAppraised valueNMNM
Bank premises and equipment4 Appraised valueAppraised valueNMNM
Private equity investments— Comparable company analysisMarket comparable transactionsNMNM

As of September 30, 2022 ($ in millions)
Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable InputsRanges of
Inputs		Weighted-Average
Commercial loans and leases$161 Appraised valueCollateral valueNMNM
Consumer and residential mortgage loans120 Appraised valueCollateral valueNMNM
OREO3 Appraised valueAppraised valueNMNM
Bank premises and equipment3 Appraised valueAppraised valueNMNM
Operating lease equipment2 Appraised valueAppraised valueNMNM
Private equity investments1 Comparable company analysisMarket comparable transactionsNMNM

Portfolio loans and leases
During the three and nine months ended September 30, 2023 and 2022, the Bancorp recorded nonrecurring adjustments to certain collateral-dependent portfolio loans and leases. When a loan is collateral-dependent, the fair value of the loan is generally based on the fair value less cost to sell of the underlying collateral supporting the loan and therefore these loans were classified within Level 3 of the valuation hierarchy. In cases where the amortized cost basis of the loan or lease exceeds the estimated net realizable value of the collateral, then an ALLL is recognized, or a charge-off once the remaining amount is considered uncollectible.

OREO
During the three and nine months ended September 30, 2023 and 2022, the Bancorp recorded nonrecurring adjustments to certain commercial and residential real estate properties and branch-related real estate no longer intended to be used for banking purposes classified as OREO and measured at the lower of carrying amount or fair value. These nonrecurring losses were primarily due to declines in real estate values of the properties recorded in OREO. These losses include an immaterial amount in losses recorded as charge-offs on new OREO properties transferred from loans during the three and nine months ended September 30, 2023 and 2022. These losses also included $7 million and $8 million recorded as negative fair value adjustments for the three and nine months ended September 30, 2023, respectively and immaterial amounts recorded as fair value adjustments for both the three and nine months ended September 30, 2022 recorded upon the transfer, or subsequent to the transfer, of properties to OREO. The fair value amounts are generally based on appraisals of the property values, resulting in a classification within Level 3 of the valuation hierarchy. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. The previous tables reflect the fair value measurements of the properties before deducting the estimated costs to sell.

Bank premises and equipment
The Bancorp performs assessments of the recoverability of long-lived assets when events or changes in circumstances indicate that their carrying values may not be recoverable. These properties were written down to their lower of cost or market values. At least annually thereafter, the Bancorp will review these properties for market fluctuations. The fair value amounts were generally based on appraisals of the
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
property values, resulting in a classification within Level 3 of the valuation hierarchy. For further information on bank premises and equipment, refer to Note 7.

Operating lease equipment
The Bancorp performs assessments of the recoverability of long-lived assets when events or changes in circumstances indicate that their carrying values may not be recoverable. When evaluating whether an individual asset is impaired, the Bancorp considers the current fair value of the asset, the changes in overall market demand for the asset and the rate of change in advancements associated with technological improvements that impact the demand for the specific asset under review. As part of this ongoing assessment, the Bancorp determined that the carrying values of certain operating lease equipment were not recoverable and, as a result, the Bancorp recorded an impairment loss equal to the amount by which the carrying value of the assets exceeded the fair value. The fair value amounts were generally based on appraised values of the assets, resulting in a classification within Level 3 of the valuation hierarchy.

Private equity investments
The Bancorp accounts for its private equity investments using the measurement alternative to fair value, except for those accounted for under the equity method of accounting. Under the measurement alternative, the Bancorp carries each investment at its cost basis minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Bancorp did not recognize gains during the three and nine months ended September 30, 2023 and recognized gains of an immaterial amount and $4 million during the three and nine months ended September 30, 2022, respectively, resulting from observable price changes. The carrying value of the Bancorp’s private equity investments still held as of September 30, 2023 includes a cumulative $40 million of positive adjustments as a result of observable price changes since January 1, 2018. Because these adjustments are based on observable transactions in inactive markets, they are classified in Level 2 of the fair value hierarchy.

For private equity investments which are accounted for using the measurement alternative to fair value, the Bancorp qualitatively evaluates each investment quarterly to determine if impairment may exist. If necessary, the Bancorp then measures impairment by estimating the value of its investment and comparing that to the investment’s carrying value, whether or not the Bancorp considers the impairment to be temporary. These valuations are typically developed using a DCF method, but other methods may be used if more appropriate for the circumstances. These valuations are based on unobservable inputs and therefore are classified in Level 3 of the fair value hierarchy. The Bancorp did not recognize impairment charges and recognized $2 million in impairment charges for the three and nine months ended September 30, 2023, respectively, and $1 million and $12 million for the three and nine months ended September 30, 2022, respectively. The carrying value of the Bancorp’s private equity investments still held as of September 30, 2023 includes a cumulative $31 million of impairment charges recognized since adoption of the measurement alternative to fair value on January 1, 2018.

Fair Value Option
The Bancorp elected to measure certain residential mortgage loans held for sale under the fair value option as allowed under U.S. GAAP. Electing to measure residential mortgage loans held for sale at fair value reduces certain timing differences and better matches changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets. Management’s intent to sell residential mortgage loans classified as held for sale may change over time due to such factors as changes in the overall liquidity in markets or changes in characteristics specific to certain loans held for sale. Consequently, these loans may be reclassified to loans held for investment and maintained in the Bancorp’s loan portfolio. In such cases, the loans will continue to be measured at fair value.

Fair value changes recognized in earnings for residential mortgage loans held at September 30, 2023 and 2022 for which the fair value option was elected, as well as the changes in fair value of the underlying IRLCs, included losses of $24 million and $49 million, respectively. These losses are reported in mortgage banking net revenue in the Condensed Consolidated Statements of Income.

Valuation adjustments related to instrument-specific credit risk for residential mortgage loans measured at fair value negatively impacted the fair value of those loans by an immaterial amount and $1 million at September 30, 2023 and December 31, 2022, respectively. Interest on loans measured at fair value is accrued as it is earned using the effective interest method and is reported as interest income in the Condensed Consolidated Statements of Income.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table summarizes the difference between the fair value and the unpaid principal balance for residential mortgage loans measured at fair value as of:
September 30, 2023 ($ in millions)
Aggregate
Fair Value
Aggregate Unpaid
Principal Balance

Difference
Residential mortgage loans measured at fair value$610 634 (24)
Nonaccrual loans2 2 — 
December 31, 2022

Residential mortgage loans measured at fair value
$723 733 (10)
Past due loans of 30-89 days1 1 — 
Nonaccrual loans
2 2 — 

The Bancorp may invest in certain hybrid financial instruments with embedded derivatives that are not clearly and closely related to the host contracts. The Bancorp elected to measure the entire instrument at fair value with changes in fair value recognized in earnings. The Bancorp did not hold these investments as of September 30, 2023 and December 31, 2022. Fair value changes recognized in earnings included gains of zero for both the three and nine months ended September 30, 2023 and gains of zero and $11 million for the three and nine months ended September 30, 2022, respectively, reported in securities gains (losses), net in the Condensed Consolidated Statements of Income.

Fair Value of Certain Financial Instruments
The following tables summarize the carrying amounts and estimated fair values for certain financial instruments, excluding financial instruments measured at fair value on a recurring basis:
Net Carrying
Amount		Fair Value Measurements UsingTotal
Fair Value
As of September 30, 2023 ($ in millions)Level 1Level 2Level 3
Financial assets:
Cash and due from banks$2,837 2,837 — — 2,837 
Other short-term investments18,923 18,923 — — 18,923 
Other securities777 — 777 — 777 
Held-to-maturity securities2 — — 2 2 
Loans and leases held for sale117 — — 117 117 
Portfolio loans and leases:

Commercial loans and leases73,931 — — 73,820 73,820 
Consumer and residential mortgage loans43,704 — — 39,539 39,539 
Total portfolio loans and leases, net$117,635 — — 113,359 113,359 
Financial liabilities:

Deposits$167,672 — 167,610 — 167,610 
Federal funds purchased205 205 — — 205 
Other short-term borrowings4,594 — 4,600 — 4,600 
Long-term debt16,562 14,038 1,904 — 15,942 

Net Carrying
Amount		Fair Value Measurements UsingTotal
Fair Value
As of December 31, 2022 ($ in millions)Level 1Level 2Level 3
Financial assets:
Cash and due from banks$3,466 3,466 — — 3,466 
Other short-term investments8,351 8,351 — — 8,351 
Other securities874 — 874 — 874 
Held-to-maturity securities5 — — 5 5 
Loans and leases held for sale407 — — 414 414 
Portfolio loans and leases:
Commercial loans and leases75,262 — — 75,104 75,104 
Consumer and residential mortgage loans43,901 — — 42,193 42,193 
Total portfolio loans and leases, net$119,163 — — 117,297 117,297 
Financial liabilities:
Deposits$163,690 — 163,634 — 163,634 
Federal funds purchased180 180 — — 180 
Other short-term borrowings4,838 — 4,829 — 4,829 
Long-term debt13,778 13,218 411 — 13,629 
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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
24. Business Segments
The Bancorp reports on three business segments: Commercial Banking, Consumer & Small Business Banking and Wealth and Asset Management. Results of the Bancorp’s business segments are presented based on its management structure and management accounting practices. The structure and accounting practices are specific to the Bancorp; therefore, the financial results of the Bancorp’s business segments are not necessarily comparable with similar information for other financial institutions. The Bancorp refines its methodologies from time to time as management’s accounting practices and businesses change.

The Bancorp manages interest rate risk centrally at the corporate level. By employing an FTP methodology, the business segments are insulated from most benchmark interest rate volatility, enabling them to focus on serving customers through the origination of loans and acceptance of deposits. The FTP methodology assigns charge and credit rates to classes of assets and liabilities, respectively, based on the estimated amount and timing of the cash flows for each transaction. Assigning the FTP rate based on matching the duration of cash flows allocates interest income and interest expense to each business segment so its resulting net interest income is insulated from future changes in benchmark interest rates. The Bancorp’s FTP methodology also allocates the contribution to net interest income of the asset-generating and deposit-providing businesses on a duration-adjusted basis to better attribute the driver of the performance. As the asset and liability durations are not perfectly matched, the residual impact of the FTP methodology is captured in General Corporate and Other. The charge and credit rates are determined using the FTP rate curve, which is based on an estimate of Fifth Third’s marginal borrowing cost in the wholesale funding markets. The FTP curve is constructed using the U.S. swap curve, brokered CD pricing and unsecured debt pricing.

The Bancorp adjusts the FTP charge and credit rates as dictated by changes in interest rates for various interest-earning assets and interest-bearing liabilities and by the review of behavioral assumptions, such as prepayment rates on interest-earning assets and the estimated durations for indeterminate-lived deposits. Key assumptions, including the credit rates provided for deposit accounts, are reviewed annually. Credit rates for deposit products and charge rates for loan products may be reset more frequently in response to changes in market conditions.

The Bancorp’s methodology for allocating provision for credit losses to the business segments includes charges or benefits associated with changes in criticized commercial loan levels in addition to actual net charge-offs experienced by the loans and leases owned by each business segment. Provision for credit losses attributable to loan and lease growth and changes in ALLL factors is captured in General Corporate and Other. The financial results of the business segments include allocations for shared services and headquarters expenses. Additionally, the business segments form synergies by taking advantage of relationship depth opportunities and funding operations by accessing the capital markets as a collective unit.

The following is a description of each of the Bancorp’s business segments and the products and services they provide to their respective client bases.

Commercial Banking offers credit intermediation, cash management and financial services to large and middle-market businesses and government and professional customers. In addition to the traditional lending and depository offerings, Commercial Banking products and services include global cash management, foreign exchange and international trade finance, derivatives and capital markets services, asset-based lending, real estate finance, public finance, commercial leasing and syndicated finance.

Consumer and Small Business Banking provides a full range of deposit and loan products to individuals and small businesses through a network of full-service banking centers and relationships with indirect and correspondent loan originators in addition to providing products designed to meet the specific needs of small businesses, including cash management services. Consumer and Small Business Banking includes the Bancorp’s residential mortgage, home equity loans and lines of credit, credit cards, automobile and other indirect lending and other consumer lending activities. Residential mortgage activities include the origination, retention and servicing of residential mortgage loans, sales and securitizations of those loans and all associated hedging activities. Indirect lending activities include extending loans to consumers through automobile dealers, motorcycle dealers, powersport dealers, recreational vehicle dealers and marine dealers. Other consumer lending activities include home improvement and solar energy installation loans originated through a network of contractors and installers.

Wealth and Asset Management provides a full range of wealth management services for individuals, companies and not-for-profit organizations. Wealth and Asset Management is made up of three main businesses: FTS, an indirect wholly-owned subsidiary of the Bancorp; Fifth Third Private Bank; and Fifth Third Institutional Services. FTS offers full service retail brokerage services to individual clients and broker-dealer services to the institutional marketplace. Fifth Third Private Bank offers wealth management strategies to high net worth and ultra-high net worth clients through wealth planning, investment management, banking, insurance, trust and estate services. Fifth Third Institutional Services provides advisory services for institutional clients including middle market businesses, non-profits, states and municipalities.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present the results of operations and assets by business segment for the three months ended:
September 30, 2023 ($ in millions)Commercial
Banking		Consumer
and Small Business
Banking		Wealth
and Asset
Management		General
Corporate
and Other		EliminationsTotal
Net interest income$1,007 1,390 98 (1,057)— 1,438 
Provision for credit losses— 105 1 13 — 119 
Net interest income after provision for credit losses
$1,007 1,285 97 (1,070)

— 

1,319 
Noninterest income:

Commercial banking revenue$154 1 — (1)— 154 
Wealth and asset management revenue— 53 137 — (45)
(a)
145 
Service charges on deposits95 55 — (1)— 149 
Card and processing revenue23 78 — 3 — 104 
Mortgage banking net revenue— 57 — — — 57 
Leasing business revenue58 — — — — 58 
Other noninterest income24 30 2 (1)— 55 
Securities losses, net(1)— — (6)— (7)
Securities losses, net – non-qualifying hedges on MSRs
— — — — — — 
Total noninterest income$353 274 139 (6)

(45)

715 
Noninterest expense:

Compensation and benefits$156 217 53 203 — 629 
Technology and communications4 7 — 104 — 115 
Net occupancy expense(c)
12 52 3 17 — 84 
Equipment expense7 11 — 19 — 37 
Marketing expense1 17 — 17 — 35 
Leasing business expense29 — — — — 29 
Card and processing expense3 19 — (1)— 21 
Other noninterest expense266 301 79 (363)(45)238 
Total noninterest expense$478 624 135 (4)

(45)

1,188 
Income (loss) before income taxes$882 935 101 (1,072)— 846 
Applicable income tax expense (benefit)164 196 22 (196)— 186 
Net income (loss)$718 739 79 (876)

— 

660 
Total goodwill$2,324 2,369 226 — — 4,919 
Total assets$82,829 88,230 10,538 31,370 
(b)
— 212,967 
(a)Revenue sharing agreements between Wealth and Asset Management and Consumer and Small Business Banking are eliminated in the Condensed Consolidated Statements of Income.
(b)Includes bank premises and equipment of $22 classified as held for sale. For more information, refer to Note 7.
(c)Includes impairment losses and termination charges of $1 for ROU assets related to certain operating leases. For more information, refer to Note 9.


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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
September 30, 2022 ($ in millions)Commercial
Banking		Consumer
and Small Business
Banking		Wealth
and Asset
Management		General
Corporate
and Other		EliminationsTotal
Net interest income$594 833 79 (8)— 1,498 
Provision for (benefit from) credit losses(2)34 — 126 — 158 
Net interest income after provision for (benefit from) credit losses$596 799 79 (134)

— 1,340 
Noninterest income:

Commercial banking revenue$133 1 1 (1)— 134 
Wealth and asset management revenue1 52 132 — (44)
(a)
141 
Service charges on deposits90 53 — — — 143 
Card and processing revenue22 79 1 3 — 105 
Mortgage banking net revenue— 69 — — — 69 
Leasing business revenue60 — — — — 60 
Other noninterest income(b)
24 33 — 2 — 59 
Securities losses, net(32)— — (6)— (38)
Securities losses, net – non-qualifying hedges on MSRs
— (1)— — — (1)
Total noninterest income$298 286 134 (2)

(44)

672 
Noninterest expense:

Compensation and benefits$147 207 54 197 — 605 
Technology and communications2 6 — 98 — 106 
Net occupancy expense10 49 3 12 — 74 
Equipment expense7 9 — 20 — 36 
Marketing expense1 20 — 14 — 35 
Leasing business expense33 — — — — 33 
Card and processing expense3 19 — (1)— 21 
Other noninterest expense237 298 85 (319)(44)257 
Total noninterest expense$440 608 142 21 

(44)1,167 
Income (loss) before income taxes$454 477 71 (157)— 845 
Applicable income tax expense (benefit)85 100 15 (8)— 192 
Net income (loss)$369 377 56 (149)

— 653 
Total goodwill$2,324 2,375 226 — — 4,925 
Total assets$83,798 84,653 12,232 24,780 
(c)
— 205,463 
(a)Revenue sharing agreements between Wealth and Asset Management and Consumer and Small Business Banking are eliminated in the Condensed Consolidated Statements of Income.
(b)Includes $1 of impairment charges for bank premises and equipment recorded in Consumer and Small Business Banking. For more information, refer to Note 7 and Note 23.
(c)Includes bank premises and equipment of $24 classified as held for sale. For more information, refer to Note 7.

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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
The following tables present the results of operations and assets by business segment for the nine months ended:
September 30, 2023 ($ in millions)Commercial
Banking		Consumer and Small Business
Banking		Wealth
and Asset
Management		General
Corporate
and Other		EliminationsTotal
Net interest income$3,006 4,016 294 (2,905)— 4,411 
Provision for credit losses37 221 1 201 — 460 
Net interest income after provision for credit losses$2,969 

3,795 293 (3,106)

— 

3,951 
Noninterest income:

Commercial banking revenue$459 3 1 (2)— 461 
Wealth and asset management revenue2 159 410 — (137)
(a)
434 
Service charges on deposits275 159 — (3)— 431 
Card and processing revenue69 231 2 8 — 310 
Mortgage banking net revenue— 184 — — — 184 
Leasing business revenue162 — — — — 162 
Other noninterest income(b)
68 83 2 (1)— 152 
Securities gains (losses), net(9)— — 12 — 3 
Securities losses, net – non-qualifying hedges on MSRs
— — — — — — 
Total noninterest income$1,026 

819 415 14 

(137)

2,137 
Noninterest expense:

Compensation and benefits$499 663 169 705 — 2,036 
Technology and communications10 20 1 316 — 347 
Net occupancy expense(d)
32 156 9 51 — 248 
Equipment expense22 32 — 56 — 110 
Marketing expense2 52 1 41 — 96 
Leasing business expense94 — — — — 94 
Card and processing expense8 57 1 (3)— 63 
Other noninterest expense849 920 242 (1,118)(137)756 
Total noninterest expense$1,516 

1,900 423 48 

(137)

3,750 
Income (loss) before income taxes$2,479 2,714 285 (3,140)— 2,338 
Applicable income tax expense (benefit)470 569 59 (579)— 519 
Net income (loss)$2,009 

2,145 226 (2,561)

— 

1,819 
Total goodwill$2,324 2,369 226 — — 4,919 
Total assets$82,829 88,230 10,538 31,370 
(c)
— 212,967 
(a)Revenue sharing agreements between Wealth and Asset Management and Consumer and Small Business Banking are eliminated in the Condensed Consolidated Statements of Income.
(b)Includes impairment charges of $1 for bank premises and equipment recorded in both Consumer and Small Business Banking and General Corporate and Other. For more information, refer to Note 7 and Note 23.
(c)Includes bank premises and equipment of $22 classified as held for sale. For more information, refer to Note 7.
(d)Includes impairment losses and termination charges of $2 for ROU assets related to certain operating leases. For more information, refer to Note 9.



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Fifth Third Bancorp and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
September 30, 2022 ($ in millions)Commercial
Banking		Consumer and Small Business BankingWealth
and Asset
Management		General
Corporate
and Other		EliminationsTotal
Net interest income$1,669 1,981 167 215 — 4,032 
Provision for credit losses44 93 — 246 — 383 
Net interest income after provision for credit losses$1,625 1,888 167 (31)

— 3,649 
Noninterest income:

Commercial banking revenue$405 2 1 (2)— 406 
Wealth and asset management revenue2 154 407 — (133)
(a)
430
Service charges on deposits285 164 1 (1)— 449
Card and processing revenue65 231 2 8 — 306 
Mortgage banking net revenue— 151 1 — — 152 
Leasing business revenue179 
(c)
— — — — 179 
Other noninterest income(b)
88 86 — 21 — 195 
Securities losses, net(32)— — (52)— (84)
Securities losses, net – non-qualifying hedges on MSRs
— (2)— — — (2)
Total noninterest income$992 786 412 (26)

(133)

2,031 
Noninterest expense:

Compensation and benefits$483 630 166 621 — 1,900 
Technology and communications9 15 1 281 — 306 
Net occupancy expense(e)
30 147 9 39 — 225 
Equipment expense21 28 — 59 — 108 
Marketing expense3 44 1 39 — 87 
Leasing business expense95 — — — — 95 
Card and processing expense8 54 — (3)— 59 
Other noninterest expense712 871 244 (973)(133)721 
Total noninterest expense$1,361 1,789 421 63 

(133)3,501 
Income (loss) before income taxes$1,256 885 158 (120)— 2,179 
Applicable income tax expense230 186 33 21 — 470 
Net income (loss)$1,026 699 125 (141)

— 1,709 
Total goodwill$2,324 2,375 226 — 

— 4,925 
Total assets$83,798 84,653 12,232 24,780 
(d)
— 205,463 
(a)Revenue sharing agreements between Wealth and Asset Management and Consumer and Small Business Banking are eliminated in the Condensed Consolidated Statements of Income.
(b)Includes $2 of impairment charges for bank premises and equipment recorded in Consumer and Small Business Banking. For more information, refer to Note 7 and Note 23.
(c)Includes impairment charges of $2 for operating lease equipment. For more information, refer to Note 8 and Note 23.
(d)Includes bank premises and equipment of $24 classified as held for sale. For more information, refer to Note 7.
(e)Includes $2 of impairment losses and termination charges for ROU assets related to certain operating leases. For more information, refer to Note 9.

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PART II. OTHER INFORMATION

Legal Proceedings (Item 1)
Refer to Note 19 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 for information regarding legal proceedings.

Risk Factors (Item 1A)
There have been no material changes made during the third quarter of 2023 to any of the risk factors as previously disclosed in the Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by the Bancorp’s subsequent Quarterly Reports on Form 10-Q.

Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities (Item 2)
Refer to the “Capital Management” section within Management’s Discussion and Analysis in Part I, Item 2 for information regarding purchases and sales of equity securities by the Bancorp during the third quarter of 2023.

Defaults Upon Senior Securities (Item 3)
None.

Mine Safety Disclosures (Item 4)
Not applicable.

Other Information (Item 5)
None.
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Exhibits (Item 6)
3.1
3.2
4.1
4.2
31(i)
31(ii)
32(i)
32(ii)
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase.
101.LABInline XBRL Taxonomy Extension Label Linkbase.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase.
101.DEFInline XBRL Taxonomy Definition Linkbase.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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Signature

Pursuant to the requirements 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.
Fifth Third Bancorp
Registrant

Date: November 7, 2023
/s/ James C. Leonard
James C. Leonard
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer & Principal Financial Officer)
142