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Table of Contents
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20192020
Commission File Number
001-33653

fitb-20201231_g1.jpg
(Exact Namename of registrant asRegistrant specified in its charter)
Ohio
31-0854434
(State or other jurisdiction

of incorporation or organization)
(I.R.S. Employer

Identification Number) 
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of principal executive offices)
Registrant’sRegistrant's telephone number, including area code: (800)
972-3030

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
NASDAQStock 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 I
FITBI
The
NASDAQStock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of
6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A
FITBP
The
NASDAQStock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of
4.95% Non-Cumulative Perpetual Preferred Stock, Series K
FITBO
The
NASDAQStock Market LLC
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes:
No:
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes:
No:
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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Act). Yes:
No:
There were 709,552,415708,697,950 shares of the Bancorp’s Common Stock, without par value, outstanding as of January 31, 2020.2021. The Aggregate Market Value of the Voting Stock held by
non-affiliates
of the Bancorp was $18,260,843,027$12,243,222,418 as of June 30, 2019.2020.
17 Fifth Third Bancorp

TableTable of Contents

DOCUMENTS INCORPORATED BY REFERENCE

This report incorporates into a single document the requirements of the U.S. Securities and Exchange Commission (the “SEC”) with respect to annual reports on Form
10-K
and annual reports to shareholders. Sections of the Bancorp’s Proxy Statement for the 20202021 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

Only those sections of this 20192020 Annual Report to Shareholders that are specified in this Cross Reference Index constitute part of the registrant’s Form
10-K
for the year ended December 31, 2019.2020. No other information contained in this 20192020 Annual Report to Shareholders shall be deemed to constitute any part of this Form
10-K
nor shall any such information be incorporated into the Form
10-K
and shall not be deemed “filed” as part of the registrant’s Form
10-K.

10-K
Cross Reference Index
CROSS REFERENCE INDEX
PART I
PART I
Item 1.
19-26
20-29
58
20, 71
61-69, 192-195
73-82, 230-233
54
66
53-55
64-67
73-75, 126-127
87-89, 158-160
72-73, 128-129
86-87, 161-162
79-93
94-113
75-77
89-91
43
51
77, 152
91-92, 189
Item 1A.
27-37
30-43
Item 1B.
37
44
Item 2.
37
44
Item 3.
37
44
Item 4.
37
44
38
45-46
PART II
Item 5.
39
47
Item 6.
43
51
Item 7.
44-104
52-128
Item 7A.
104
128
Item 8.
104-196
128-233
Item 9.
197
234
Item 9A.
197
234
Item 9B.
199
236
PART III
Item 10.
199
236
Item 11.
199
236
Item 12.
199
236
Item 13.
199
236
Item 14.
199
236
PART IV
Item 15.
199-204
237-241
Item 16.
204
241
SIGNATURES
205
242


18 Fifth Third Bancorp

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. 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 the Risk Factors section in Item 1A in this Annual Report on Form
10-K.
When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. 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. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this document. 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; (2)(3) loan concentration by location or industry of borrowers or collateral; (3)(4) problems encountered by other financial institutions; (4)(5) inadequate sources of funding or liquidity; (5)(6) unfavorable actions of rating agencies; (6)(7) inability to maintain or grow deposits; (7)(8) limitations on the ability to receive dividends from subsidiaries; (8)(9) cyber-security risks; (9)(10) Fifth Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (10)(11) failures by third-party service providers; (11)(12) inability to manage strategic initiatives and/or organizational changes; (12)(13) inability to implement technology system enhancements; (13)(14) failure of internal controls and other risk management systems; (14)(15) losses related to fraud, theft, misappropriation or violence; (15)(16) inability to attract and retain skilled personnel; (16)(17) adverse impacts of government regulation; (17)(18) governmental or regulatory changes or other actions; (18)(19) failures to meet applicable capital requirements; (19)(20) regulatory objections to Fifth Third’s capital plan; (20)(21) regulation of Fifth Third’s derivatives activities; (21)(22) deposit insurance premiums; (22)(23) assessments for the orderly liquidation fund; (23)(24) replacement of LIBOR; (24)(25) weakness in the national or local economies; (25)(26) global political and economic uncertainty or negative actions; (26)(27) changes in interest rates; (27)(28) changes and trends in capital markets; (28)(29) fluctuation of Fifth Third’s stock price; (29)(30) volatility in mortgage banking revenue; (30)(31) litigation, investigations, and enforcement proceedings by governmental authorities; (31)(32) breaches of contractual covenants, representations and warranties; (32)(33) competition and changes in the financial services industry; (33)(34) changing retail distribution strategies, customer preferences and behavior; (34) risks relating to Fifth Third’s ability to realize the anticipated benefits of the merger with MB Financial, Inc.; (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, or other natural disasters; anddisasters, 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.
liquidity; and (44) changes in law or requirements imposed by Fifth Third’s regulators impacting our capital actions, including dividend payments and stock repurchases.
1819 Fifth Third Bancorp

Table of Contents

PART I
ITEM 1. BUSINESS
General Information
Fifth Third Bancorp (the “Bancorp” or “Fifth Third”), an Ohio corporation organized in 1975, is a bank holding company (“BHC”) as defined by the Bank Holding Company Act of 1956, as amended (the “BHCA”), and has elected to be treated as a financial holding company (“FHC”) under the Gramm-Leach-Bliley Act of 1999 (“GLBA”) and regulations of the Board of Governors of the Federal Reserve System (the “FRB”).

The Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio and is the indirect holding company of Fifth Third Bank, National Association (the “Bank”). As of December 31, 2019,2020, Fifth Third had $169$205 billion in assets and operates 1,1491,134 full-service Banking Centers and 2,4812,397 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North Carolina and NorthSouth Carolina. The Bancorp operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending and Wealth & Asset Management. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2019,2020, had $413$434 billion in assets under care, of which it managed $49$54 billion for individuals, corporations and
not-for-profit
organizations. Investor information and press releases can be viewed at www.53.com. Information on or accessible through our website is not deemed to be incorporated into this Annual Report on Form
10-K.
Website references in this Annual Report are merely textual references. Fifth Third’s common stock is traded on the NASDAQ
®
NASDAQ® Global Select Market under the symbol “FITB.”

The Bancorp’s subsidiaries provide a wide range of financial products and services to the commercial, financial, retail, governmental, educational, energy and healthcare sectors. This includes a variety of checking, savings and money market accounts, wealth management solutions, payments and commerce solutions, insurance services and credit products such as commercial loans and leases, mortgage loans, credit cards, installment loans and auto loans. These products and services are delivered through a variety of channels including the Company’s Banking Centers, other offices, telephone sales, the internet and mobile applications. The Bank has deposit insurance provided by the Federal Deposit Insurance Corporation (the “FDIC”) through the Deposit Insurance Fund (the “DIF”). Refer to Exhibit 21 filed as an attachment to this Annual Report on Form
10-K
for a list of subsidiaries of the Bancorp as of February 15, 2020.2021.

Additional information regarding the Bancorp’s businesses is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Availability of Financial Information
The Bancorp files reports with the SEC. Those reports include the annual report on Form
10-K,
quarterly reports on Form
10-Q,
current reports on Form
8-K
and annual proxy statement, as well as any amendments to those reports. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Bancorp’s annual report on Form
10-K,
quarterly reports on Form
10-Q,
current reports on Form
8-K,
annual proxy statement and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are accessible at no cost on the Bancorp’s website at www.53.com on a same day basis after they are electronically filed with or furnished to the SEC.

Information about the Bancorp’s Code of Business Conduct and Ethics (as amended from time to time), is available on Fifth Third’s corporate website at www.53.com.
In addition, any future waivers from a provision of the Fifth Third Code of Business Conduct and Ethics covering any of Fifth Third’s directors or executive officers (including Fifth Third’s principal executive officer, principal financial officer, and principal accounting officer or controller) will be posted at this internet address.

Competition
The Bancorp, primarily through the Bank, competes for deposits, loans and other banking services in its principal geographic markets as well as in selected national markets as opportunities arise. In addition to traditional financial institutions, the Bancorp competes with securities dealers, brokers, mortgage bankers, investment advisors, specialty finance, telecommunications, technology and insurance companies as well as large retailers. These companies compete across geographic boundaries and provide customers with meaningful alternatives to traditional banking services in nearly all significant products. The increasingly competitive environment is a result primarily of changes in regulation, changes in technology, product delivery systems and the accelerating pace of consolidation among financial service providers. These competitive trends are likely to continue.

Human Capital Resources
At December 31, 2020, the Bancorp had 19,872 full-time equivalent employees, compared to 19,869 at December 31, 2019. These employees support Fifth Third’s Vision to be the One Bank people most value and trust by upholding the Company’s four Core Values: Be Respectful & Inclusive, Take Accountability, Work as One Bank and Act with Integrity.

Inclusion and Diversity
Fifth Third strives to create an intentionally inclusive, diverse and thriving workplace where each person feels valued, respected and understood.

20 Fifth Third Bancorp

Our Human Capital programs are designed to attract, develop and retain a workforce that aims to reflect the communities we serve. As of December 31, 2020, the makeup of the Company’s employees consisted of approximately 59% women and approximately 26% persons of color. Additionally, the Bancorp adopted in 2019 a footprint-wide ban on salary history (by not asking for or using an applicant’s current salary as a factor in an employment offer) to immediately reduce historical gender or racial pay inequities.

To strengthen a sense of belonging for all employees, the Bancorp operates a number of inclusion councils at both enterprise and regional levels, as well as local Business Resource Groups (BRGs) in the following categories: African American, Asian & Pacific Islander, Individuals with Disabilities, Latino, LGBTQ+, Military, Women’s and Young Professionals. Senior executives led eight virtual Enterprise BRGs in 2020 that enabled all employees to participate regardless of their work location—greatly expanding access for employees. In 2020, the Bancorp also launched a new Executive Diversity Leadership Council that is currently charged to develop and deliver strategic short- and long-term solutions to advance our diversity efforts relating to Black employees, communities and customers.

Employee Engagement
Fifth Third believes that an engaged workforce is one of its most valuable assets in sustaining its success. The Bancorp’s Board of Directors and executive management oversee employee engagement on a regular basis by collecting employee feedback, primarily through employee viewpoints surveys. As further discussed later in this section, the Bancorp performed additional surveys in 2020 in response to the challenges of remote work and the COVID-19 pandemic.

Compensation and Benefits
The Bancorp is committed to providing competitive compensation and benefits programs that reward employees for delivering the right products to the right customers, in ways that consider shareholders’ long-term interests, while also staying within the Bancorp’s risk tolerance. These programs include an $18 per hour minimum wage, a 401(k) retirement program that pays a match up to 7% of an employee’s compensation and other traditional benefits. The Bancorp also offers parental bonding leave, and several other health, wellness and financial benefits programs and services that assist employees in maintaining a healthy work-life balance.

Human Capital Response to COVID-19 Pandemic
The Bancorp took significant measures to provide employees with a sense of safety, security and certainty in response to the COVID-19 pandemic. Approximately 50% of employees were transitioned to remote work, supported through enhanced technology solutions, revised hiring and onboarding programs and increased communication. The Bancorp also rewarded specific employees who provided front-line, essential banking services during the pandemic with special one-time payments of up to $1,000.

To protect the health and safety of employees and customers and consistent with CDC, state and local guidance, Fifth Third established social distancing, hygiene and environmental safety protocols for on-site workers at the Bancorp’s banking centers and offices. The Bancorp also provided free COVID-19 testing for employees enrolled in Fifth Third’s medical coverage, provided backup child care solutions to address evolving needs and increased paid time away (including mid-year replenishment of sick days, providing additional vacation days to eligible employees to use in 2021 and reimbursing employees for unused vacation time in certain situations). The Bancorp also developed tracking and reporting solutions to monitor employee health and work situations related to the COVID-19 pandemic.

Fifth Third also conducted pulse surveys with employees in 2020 to collect feedback on employees’ well-being and their perspective on the Bancorp’s pandemic response.

Acquisitions and Investments
The Bancorp’s strategy for growth includes strengthening its presence in core markets, expanding into contiguous markets and broadening its product offerings while taking into account the integration and other risks of growth. The Bancorp evaluates strategic acquisition and investment opportunities and conducts due diligence activities in connection with possible transactions. As a result, discussions, and in some cases, negotiations regarding acquisitions and investments may take place and future transactions involving cash, debt or equity securities may occur. These typically involve the payment of a premium over book value and current market price, and therefore, some dilution of book value and net income per share may occur with any future transactions.

Regulation and Supervision
In addition to the generally applicable state and federal laws governing businesses and employers, the Bancorp and the Bank are subject to extensive regulation and supervision byunder federal and state laws and regulations applicable to financial institutions and their parent companies. Virtually all aspects of the business of the Bancorp and the Bank are subject to specific requirements or restrictions and general regulatory oversight. The principal objectives of state and federal banking laws and regulations and the supervision, regulation and examination of banks and their parent companies (such as the Bank and the Bancorp) by bank regulatory agencies are the maintenance of the safety and soundness of financial institutions, the maintenance of the federal deposit insurance system and the protection of consumers or classes of consumers, rather than the protection of shareholders or debtholders of a bank or the parent company of a bank. The Bancorp and its subsidiaries are subject to an extensive regulatory framework of complex and comprehensive federal and state laws and regulations addressing the provision of banking and other financial services and other aspects of the Bancorp’s businesses and operations. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and recent legislation modifying Dodd-Frank, the Economic Growth,
21 Fifth Third Bancorp

Regulatory Relief and Consumer Protection Act of 2018 (“EGRRCPA”), will continue to impact the Bancorp and the Bank. To the extent the following material describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statute or regulation.

19  Fifth Third Bancorp

Both the scope of the laws and regulations and the intensity of the supervision to which the Bancorp and its subsidiaries are subject increased in response to the financial crisis, as well as other factors, such as technological and market changes. Regulatory enforcement and fines have also increased across the banking and financial services sector. Many of these changes have occurred as a result of Dodd-Frank and its implementing regulations, most of which are now in place. While the regulatory environment has enteredrecently been in a period of rebalancing of the post financial crisis framework, the Bancorp expects that its business will remain subject to extensive regulation and supervision.
It is possible that the intensity of regulation and supervision will be higher in the Biden Administration.
On September 10, 2019, Fifth Third Bancorp announced that Fifth Third Bank had received approval from the Office of the Comptroller of the Currency (the “OCC”) to convert from an Ohio state-chartered bank to a national bank. The Bank converted to a national bank charter on November 14, 2019. As a result of the conversion, the Bank is subject to supervision and regulation by the OCC and subject to the National Bank Act and is no longer subject to supervision and regulation by the Ohio Division of Financial Institutions. Additionally, while the FRB is no longer the Bank’s primary federal regulator, the Bank remains a member of the Federal Reserve System.
On May 24, 2018, the EGRRCPA was signed into law. Among other regulatory changes, the EGRRCPA amends various sections of Dodd-Frank, including section 165, which was revised to raise the asset thresholds for determining the application of enhanced prudential standards for BHCs. The EGRRCPA’s increased asset thresholds took effect immediately for BHCs with total consolidated assets less than $100 billion, with the exception of risk committee requirements, which now apply to publicly-traded BHCs with $50 billion or more of consolidated assets. BHCs with consolidated assets between $100 billion and $250 billion, including the Bancorp, were subject to the enhanced prudential standards that applied to them before enactment of EGRRCPA until December 31, 2019, when rules adopted by the FRB that tailor the applicability of enhanced prudential standards and capital and liquidity requirements for BHCs with $100 billion or more in total consolidated assets became effective, as described in detail below.

On October 10, 2019, the FRB adopted a rule that adjusts the thresholds at which certain enhanced prudential standards (“EPS”) apply to BHCs with $100 billion or more in total consolidated assets (the “EPS Tailoring Rule”) and the FRB, OCCthe Office of the Comptroller of the Currency (the “OCC”) and FDIC adopted a rule that similarly adjusts the thresholds at which certain other capital and liquidity standards apply to BHCs and banks with $100 billion or more in total consolidated assets (the “Capital and Liquidity Tailoring Rule” and, together with the EPS Tailoring Rule, the “Tailoring Rules”). The Tailoring Rules establish four risk-based categories of institutions, and the extent to which enhanced prudential standards and certain other capital and liquidity standards apply to these BHCs and banks depends on the banking organization’s category. Under the Tailoring Rules, the Bancorp and the Bank each qualify as a Category IV banking organization subject to the least restrictive of the requirements applicable to firms with $100 billion or more in total consolidated assets.

Regulators
The Bancorp and/or the Bank are subject to regulation and supervision primarily by the FRB, the Consumer Financial Protection Bureau (the “CFPB”) and the OCC and additionally by certain other functional regulators and self-regulatory organizations. The Bancorp is also subject to regulation by the SEC by virtue of its status as a public company and due to the nature of some of its businesses. The Bank is also subject to regulation by the FDIC, which insures the Bank’s deposits as permitted by law.

The federal and state laws and regulations that are applicable to banks and to BHCs regulate, among other matters, the scope of the Bancorp’s and the Bank’s businesses, their activities, their investments, their capital and liquidity levels, their ability to make capital distributions (such as share repurchases and dividends), their reserves against deposits, the timing of the availability of deposited funds, the amount of loans to individual and related borrowers and the nature, the amount of and collateral for certain loans, and the amount of interest that may be charged on loans, as applicable. Various federal and state consumer laws and regulations also affect the services provided to consumers.

The Bancorp and the Bank are required to file various reports with and are subject to examination by various regulators, including the FRB and the OCC. The FRB, the OCC and the CFPB have the authority to issue orders for BHCs and banks to cease and desist from certain banking practices and violations of conditions imposed by, or violations of agreements with, the FRB, the OCC and the CFPB. Certain of the Bancorp’s and the Bank’s regulators are also empowered to assess civil money penalties against companies or individuals in certain situations, such as when there is a violation of a law or regulation. Applicable state and federal laws also grant certain regulators the authority to impose additional requirements and restrictions on the activities of the Bancorp and the Bank and, in some situations, the imposition of such additional requirements and restrictions will not be publicly available information.

The following discussion describes certain elements of the comprehensive regulatory framework applicable to the Bancorp and its subsidiaries. This discussion is not intended to describe all laws and regulations applicable to the Bancorp, the Bank, and the Bancorp’s other subsidiaries.

Acquisitions
The BHCA requires the prior approval of the FRB for a BHC to acquire substantially all the assets of a bank or to acquire direct or indirect ownership or control of more than 5% of any class of the voting shares of any bank, BHC or savings association, or to increase any such
non-majority
ownership or control of any bank, BHC or savings association, or to merge or consolidate with any BHC.

The BHCA generally prohibits a BHC from acquiring a direct or indirect interest in or control of more than 5% of any class of the voting shares of a company that is not a bank or a BHC and from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its banking subsidiaries, except that it may engage in and may own shares of companies
22 Fifth Third Bancorp

engaged in certain activities the FRB has determined to be so closely related to banking or managing or controlling banks as to be proper incident thereto.

Financial Holding Companies
The Bancorp is registered as a BHC with the FRB under the BHCA and qualifies for and has elected to become an FHC. An FHC is permitted to engage directly or indirectly in a broader range of activities than those permitted for a BHC under the BHCA. Permitted activities for an FHC include securities underwriting and dealing, insurance underwriting and brokerage, merchant banking and other activities that are declared by the FRB, in cooperation with the Treasury Department, to be “financial in nature or incidental thereto” or are declared by the FRB unilaterally to be “complementary” to financial activities. In addition, an FHC is allowed to conduct permissible new financial activities or acquire permissible
non-bank
financial companies with
after-the-fact
notice to the FRB. A BHC may elect to become an FHC if the BHC is well-capitalized and is well managed and each of its banking subsidiaries is well capitalized,well-capitalized, is well managed and has at least a “Satisfactory” rating under the Community Reinvestment Act (“CRA”).
20  Fifth Third Bancorp

Dodd-Frank also extended the well capitalized and well managed requirement to the BHC. To maintain FHC status, a holding companyBHC must continue to meet these requirements. The failure to meet such requirements could result in material restrictions on the activities of the FHC and may also adversely affect the FHC’s ability to enter into certain transactions (including mergers and acquisitions) or obtain necessary approvals in connection therewith, as well as loss of FHC status. If restrictions are imposed on the activities of an FHC, such information may not necessarily be available to the public.

Dividends
The Bancorp is a legal entity separate and distinct from its subsidiaries and depends in part upon dividends received from its direct and indirect subsidiaries, including the Bank, to fund its activities, including its ability to make capital distributions, such as paying dividends or repurchasing shares. Under federal law, there are various limitations on the extent to which the Bank can declare and pay dividends to the Bancorp, including those related to regulatory capital requirements, general regulatory oversight to prevent unsafe or unsound practices, and federal banking law requirements concerning the payment of dividends out of net profits, surplus, and available earnings. Certain contractual restrictions also may limit the ability of the Bank to pay dividends to the Bancorp. No assurances can be given that the Bank will, in any circumstances, pay dividends to the Bancorp.

The Bancorp’s ability to declare and pay dividends is similarly limited by federal banking law and FRB regulations and policy. The FRB has authority to prohibit BHCs from making capital distributions if they would be deemed to be an unsafe or unsound practice. The FRB has indicated generally that it may be an unsafe or unsound practice for BHCs to pay dividends unless a BHC’s net income is sufficient to fund the dividends and the expected rate of earnings retention is consistent with the organization’s capital needs, asset quality and overall financial condition. In addition, the Bancorp’s ability to make capital distributions, including paying dividends and repurchasing shares, is subject to the FRB’s
non-objection
toBancorp complying with the Bancorp’sautomatic restrictions on capital plan as part ofdistributions under the FRB’s Comprehensive Capital Analysis and ReviewFRBs capital rules (“CCAR”) process discussed below (see Regulatory Capital Planning and Stress TestingRequirements below).

In response to the uncertainty caused by the COVID-19 pandemic, certain large BHCs, including the Bancorp, were not permitted to make share repurchases, subject to certain limited exceptions, during the third and fourth quarters of 2020, but were permitted to make dividend payments subject to limits based on the amount of dividends paid in the second quarter and the firm’s average net income for the four preceding quarters. For the first quarter of 2021, provided that a BHC does not increase its common stock dividends higher than the level paid in the second quarter of 2020, BHCs, including the Bancorp, are permitted to pay common dividends and make share repurchases that, in the aggregate, do not exceed an amount equal to the average of the firm’s net income for the four preceding calendar quarters. BHCs may also make additional share repurchases up to the amount of share issuances related to expensed employee compensation. For further information on a subsequent event related to an accelerated share repurchase transaction, refer to Note 33 of the Notes to Consolidated Financial Statements.

Source of Strength
A BHC, including the Bancorp, is expected to act as a source of financial and managerial strength to each of its banking subsidiaries and to commit resources to their support. This support may be required at times when the BHC may not have the resources to provide it or when doing so is not otherwise in the interests of the Bancorp or its shareholders or creditors. The FRB may require a BHC to make capital injections into a troubled subsidiary bank and may charge the BHC with engaging in unsafe and unsound practices if the BHC fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize the BHC’s ability to commit resources to such subsidiary bank.

Under these requirements, the Bancorp may in the future be required to provide financial assistance to the Bank should it experience financial distress. Capital loans by the Bancorp to the Bank would be subordinate in right of payment to deposits and certain other debts of the Bank. In the event of the Bancorp’s bankruptcy, any commitment by the Bancorp to a federal bank regulatory agency to maintain the capital of the Bank would be assumed by the bankruptcy trustee and entitled to a priority of payment.

FDIC Assessments
The DIF provides insurance coverage for certain deposits, up to a standard maximum deposit insurance amount of $250,000 per depositor per account ownership category and is funded through assessments on insured depository institutions, based on the risk each institution poses to
23 Fifth Third Bancorp

the DIF. The Bank accepts customer deposits that are insured by the DIF and, therefore, must pay insurance premiums. The FDIC may increase the Bank’s insurance premiums based on various factors, including the FDIC’s assessment of its risk profile.

The FDIC has required that large insured depository institutions, including the Bank, enhance their deposit account record keeping and related information technology system capabilities to facilitate prompt payment of insured deposits if such an institution were to fail. The FDIC has established an initial compliance date of April 1, 2020 while granting institutions an optional extension of the compliance date for up to one year, to a date no later than April 1, 2021.

As of June 30, 2020, the DIF reserve ratio fell to 1.30%. The FDIC, as required under the Federal Deposit Insurance Act, established a plan on September 15, 2020 to restore the DIF reserve ratio to meet or exceed 1.35% within eight years. The FDIC’s restoration plan projects the reserve ratio to exceed 1.35% without increasing the deposit insurance assessment rate, subject to ongoing monitoring over the next eight years. The FDIC could increase the deposit insurance assessments for certain insured depository institutions, including the Bank, if the DIF reserve ratio is not restored as projected.

Transactions with Affiliates
Federal banking laws restrict transactions between a bank and its affiliates, including a parent BHC. The Bank is subject to these restrictions, which include quantitative and qualitative limits on the amounts and types of transactions that may take place, including extensions of credit to affiliates, investments in the stock or securities of affiliates, purchases of assets from affiliates and certain other transactions with affiliates. These restrictions also require that credit transactions with affiliates be collateralized and that transactions with affiliates be on market terms or better for the bank. Generally, a bank’s covered transactions with any affiliate are limited to 10% of the bank’s capital stock and surplus and covered transactions with all affiliates are limited to 20% of the bank’s capital stock and surplus. Dodd-Frank expanded the scope of these regulations, including by applying them to the credit exposure arising under derivative transactions, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions. Federal banking laws also place similar restrictions on loans and other extensions of credit by FDIC-insured banks, such as the Bank, and their subsidiaries to their directors, executive officers, and principal shareholders.

Community Reinvestment Act
The CRA generally requires insured depository institutions, including the Bank, to identify the communities they serve and to make loans and investments and provide services that meet the credit needs of those communities. The CRA requires the OCC to evaluate the performance of national banks (including the Bank) with respect to these CRA obligations. Depository institutions must maintain comprehensive records of their CRA activities for purposes of these examinations. The OCC must take into account the institution’s record of performance in meeting the credit needs of the entire community served, including
low-
and low-and moderate-income neighborhoods. For purposes of CRA examinations, the OCC rates each institution’s compliance with the CRA as “Outstanding,” “Satisfactory,” “Needs to Improve” or “Substantial Noncompliance.” The FRB, which was responsible for CRA evaluations of the Bank prior to its conversion to a national bank charter, conducted a regularly scheduled examination covering 2014 through 2016 to determine the Bank’s compliance with the CRA. This CRA examination resulted in a change in rating from “Needs to Improve” to “Outstanding.”

The CRA requires the relevant federal bank regulatory agency to consider a bank’s CRA assessment when considering the bank’s application to conduct certain mergers or acquisitions or to open or relocate a branch office.
21  Fifth Third Bancorp

The FRB also must consider the CRA record of each subsidiary bank of a BHC in connection with any acquisition or merger application filed by the BHC. An unsatisfactory CRA record could substantially delay or result in the denial of an approval or application by the Bancorp or the Bank.

LeadersIn May 2020, the OCC finalized amendments to its CRA rules, which apply to national banks, including the Bank. The OCC’s final rule clarifies and expands the types of theactivities that qualify for positive CRA consideration, updates how banks determine assessment areas in which they are evaluated, establishes objective performance standards to evaluate CRA performance and imposes more comprehensive CRA-related data collection and reporting requirements. The Bank must comply with most of these amended requirements by January 1, 2023.

The other federal banking agencies, recently have indicatedthe FDIC and FRB, are also in the process of proposing amendments to their support for revisingrespective CRA rules. While FDIC and FRB CRA rules do not apply to the Bank, future rulemaking to harmonize the CRA regulatory framework, andrules of the three federal banking agencies could result in December 2019,changes to CRA requirements applicable to national banks, including the OCC and FDIC issued a joint proposed rule that would amend the CRA regulatory framework. It is too early to tell whether and to what extent any changes will be made to applicable CRA requirements.
Bank.

Regulatory Capital Requirements
The Bancorp and the Bank are subject to certain risk-based capital and leverage ratio requirements under the capital adequacy rules (the “Final Capital Rules”) adopted by the FRB, for the Bancorp, and by the OCC, for the Bank. These quantitative calculations are minimums, and the FRB and OCC may determine that a banking organization, based on its size, complexity, or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. Failure to be well capitalizedwell-capitalized or to meet minimum capital requirements could result in certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on the Bancorp’s operations or financial condition. Failure to be well capitalizedwell-capitalized or to meet minimum capital requirements could also result in restrictions on the Bancorp’s or the Bank’s ability to pay dividends or otherwise distribute capital or to receive regulatory approval of applications.
Under the Final Capital Rules, the Bancorp’s and the Bank’s assets, exposures, and certain
off-balance
sheet items are subject to
24 Fifth Third Bancorp

risk weights used to determine the institutions’ risk-weighted assets pursuant to the federal banking agencies’ Standardized Approach to risk-weighting of assets. These risk-weighted assets are used to calculate the following minimum capital ratios for the Bancorp and the Bank:
Common Equity Tier 1 (“CET1”) Risk-Based Capital Ratio, equal to the ratio of CET1 capital to risk-weighted assets. CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets, and accumulated other comprehensive income (“AOCI”). Under the Final Capital Rules, the Bancorp made a
one-time
election to filter certain AOCI components, with the result that those components are not recognized in the Bancorp’s CET1. In July 2019, the FDIC, the FRB and the OCC issued final rules that simplify the capital treatment of mortgage servicing assets, deferred tax assets arising from temporary differences that an institution could not realize through net operating loss carrybacks, and investments in the capital of unconsolidated financial institutions, as well as simplify the recognition and calculation of minority interests that are includable in regulatory capital, for
non-advanced
approaches banking organizations, including the Bancorp and the Bank. Banking organizations may adopt these changes beginning on January 1, 2020.
Common Equity Tier 1 (“CET1”) Risk-Based Capital Ratio, equal to the ratio of CET1 capital to risk-weighted assets. CET1 capital primarily includes common shareholders’ equity subject to certain regulatory adjustments and deductions, including with respect to goodwill, intangible assets, certain deferred tax assets, and accumulated other comprehensive income (“AOCI”). In the first quarter of 2015, under the Final Capital Rules, the Bancorp made a one-time election to exclude certain AOCI components, with the result that those components are not recognized in the Bancorp’s CET1. In July 2019, the FDIC, the FRB and the OCC issued final rules for institutions that do not apply advanced approaches to regulatory capital, including the Bancorp and the Bank. These rules simplified the capital treatment of certain items (including mortgage servicing assets, deferred tax assets and investments in the capital of unconsolidated financial institutions) and simplified the recognition and calculation of minority interests that are includable in regulatory capital. The advanced approaches to regulatory capital are generally required for large, internationally active banking organizations including those designated as global systemically important bank holding companies and those with total assets or cross-jurisdictional activity in excess of certain thresholds. Banking organizations were required to adopt these changes by April 1, 2020.
Tier 1 Risk-Based Capital Ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock and certain qualifying capital instruments.
Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for loan and lease losses (“ALLL”). Tier 2 capital also includes, among other things, certain trust preferred securities.
Tier 1 Leverage Ratio, equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets, and certain other deductions).

In August 2020, the U.S. federal banking agencies adopted a final rule altering the definition of eligible retained income in their respective capital rules. Under the new rule, eligible retained income is the greater of a firm’s (i) net income for the four preceding calendar quarters, net of any distributions and associated tax effects not already reflected in net income, and (ii) average net income over the preceding four quarters. An institution's eligible retained income, when considered in conjunction with capital ratios and the stress capital buffer, provides limitations on capital distributions (including dividends and share repurchases) and certain executive compensation arrangements for the quarter following the calculation. As of December 31, 2020, the Bancorp was permitted to use 100% of its eligible retained income for these purposes in the first quarter of 2021. This definition applies with respect to all of the Bancorp’s capital requirements. In addition, in December 2018, the U.S. federal banking agencies finalized rules that would permit BHCs and banks to
phase-in,
for regulatory capital purposes, the
day-one
impact of ASU
2016-13
(“CECL”) on retained earnings over a period of three years. As part of their response to the COVID-19 pandemic, the U.S. federal banking agencies issued another final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL. The final rule provides banking organizations that adopt CECL in the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by the aforementioned three-year transition period to phase out the aggregate amount of benefit during the initial two-year delay for a total five-year transition. The estimated impact of CECL on regulatory capital (modified CECL transitional amount) is calculated as the sum of the day-one impact on retained earnings upon adoption of CECL (CECL transitional amount) and the calculated change in the ACL relative to the day-one ACL upon adoption of CECL multiplied by a scaling factor of 25%. The scaling factor is used to approximate the difference in the ACL under CECL relative to the incurred loss methodology. The modified CECL transitional amount will be calculated each quarter for the first two years of the five-year transition. The amount of the modified CECL transition amount will be fixed as of December 31, 2021 and that amount will be subject to the three-year phase out. For further discussion of CECL, see Note 1 of the Notes to Consolidated Financial Statements.
Tier 1 Risk-Based Capital Ratio, equal to the ratio of Tier 1 capital to risk-weighted assets. Tier 1 capital is primarily comprised of CET1 capital, perpetual preferred stock and certain qualifying capital instruments.
Total Risk-Based Capital Ratio, equal to the ratio of total capital, including CET1 capital, Tier 1 capital, and Tier 2 capital, to risk-weighted assets. Tier 2 capital primarily includes qualifying subordinated debt and qualifying allowance for loan and lease losses (“ALLL”). Tier 2 capital also includes, among other things, certain trust preferred securities.
Tier 1 Leverage Ratio, equal to the ratio of Tier 1 capital to quarterly average assets (net of goodwill, certain other intangible assets, and certain other deductions).

The Final Capital Rules also require banking organizations to maintain a capital conservation buffer of 2.5% or stress capital buffer, as applicable, to avoid becoming subject to restrictions on capital distributions and certain discretionary bonus payments to management. The capital conservation buffer requirement was phased in over a three-year period that began on January 1, 2016. The
phase-in
period ended on January 1, 2019, and the capital conservation buffer was at its fully
phased-in
level of 2.5% throughout 2019.management (see Stress Buffer Requirements below). For more information related to the capital conservation buffer and stress capital buffer, refer to Note 30 of the Notes to Consolidated Financial Statements.

The total minimum regulatory capital ratios and well-capitalized minimum ratios are reflected in the table below. The FRB has not yet revised the well-capitalized standard for BHCs to reflect the higher capital requirements imposed under the Final Capital Rules. For purposes of the FRB’s Regulation Y, including determining whether a BHC meets the requirements to be an FHC, BHCs, such as the Bancorp, must maintain a Tier 1 Risk-Based Capital Ratio of 6.0% or greater and a Total Risk-Based Capital Ratio of 10.0% or greater. If the FRB were to apply the same or a very similar well-capitalized standard to BHCs as that applicable to the Bank, the Bancorp’s capital ratios as of December 31, 20192020, would exceed such revised well-capitalized standard. The FRB may require BHCs, including the Bancorp, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a BHC’s particular condition, risk profile, and growth plans.

22  Fifth Third Bancorp

The following table presents the minimum regulatory capital ratios, minimum ratio plus capital conservation buffer, and well-capitalized minimums compared with the Bancorp’s and the Bank’s regulatory capital ratios as of December 31, 2019,2020, calculated using the regulatory capital methodology applicable during 2019:    
                 
Regulatory Capital Ratios:
 
 
Minimum Regulatory
Capital Ratio
  
Minimum Ratio +
    Capital Conservation
(a)
    
  
    
Well-Capitalized
    
Minimums
(b)
  
Actual at  
  December 31, 2019        
 
CET1 risk-based capital ratio:
            
Fifth Third Bancorp
  
4.50
 %    
7.00
   
N/A
   
9.75  
 
Fifth Third Bank, National Association
  
4.50
   
7.00
   
6.50
   
11.86  
 
Tier I risk-based capital ratio:
            
Fifth Third Bancorp
  
6.00
   
8.50
   
6.00
   
10.99  
 
Fifth Third Bank, National Association
  
6.00
   
8.50
   
8.00
   
11.86  
 
Total risk-based capital ratio:
            
Fifth Third Bancorp
  
8.00
   
10.50
   
10.00
   
13.84  
 
Fifth Third Bank, National Association
  
8.00
   
10.50
   
10.00
   
13.46  
 
Tier I leverage ratio:
            
Fifth Third Bancorp
  
4.00
   
N/A
   
N/A
   
9.54  
 
Fifth Third Bank, National Association
  
4.00
   
N/A
   
5.00
   
10.36  
 
(a)
Reflects the fully
phased-in
capital conservation buffer of 2.5% applicable during 2019.
(b)Reflects the well-capitalized standard applicable to the Bancorp under FRB Regulation Y and the well-capitalized standard applicable to the Bank.
2020:
2325 Fifth Third Bancorp


Regulatory Capital Ratios:
Minimum Regulatory
Capital Ratio
Minimum Ratio + Applicable Buffer(a)
Well-Capitalized Minimums(b)
Actual at
December 31, 2020
CET1 risk-based capital ratio:
Fifth Third Bancorp4.50 %7.00 N/A10.34 
Fifth Third Bank, National Association4.50 7.00 6.50 12.28 
Tier I risk-based capital ratio:
Fifth Third Bancorp6.00 8.50 6.00 11.83 
Fifth Third Bank, National Association6.00 8.50 8.00 12.28 
Total risk-based capital ratio:
Fifth Third Bancorp8.00 10.50 10.00 15.08 
Fifth Third Bank, National Association8.00 10.50 10.00 14.17 
Tier I leverage ratio:
Fifth Third Bancorp4.00 N/AN/A8.49 
Fifth Third Bank, National Association4.00 N/A5.00 8.85 
Table(a)Reflects the capital conservation buffer of Contents2.5% applicable to the Bank during 2020 and to the Bancorp until September 30, 2020. As of October 1, 2020, the capital conservation buffer was replaced with a stress capital buffer of 2.5% for the Bancorp.
(b)Reflects the well-capitalized standard applicable to the Bancorp under FRB Regulation Y and the well-capitalized standard applicable to the Bank.

Liquidity Regulation
The FRB’s rules require BHCs with $100 billion or more in total consolidated assets to comply with enhanced liquidity and overall risk management standards, including
company-run
liquidity stress testing using various time horizons and a buffer of highly liquid assets based on projected funding needs for a
30-day
time horizon. In prior years, the Bancorp was subject to the U.S. banking regulators rule implementing the liquidity coverage ratio requirement (“LCR”), but asAs a result of the Tailoring Rules, the Bancorp, as a Category IV banking organization, is now exempt from the LCR.liquidity coverage ratio requirement, but remains subject to internal liquidity stress tests and standards.

Capital Planning and Stress Testing
BHCs with $100 billion or more in consolidated assets, including the Bancorp, generally must submit capital plans to the FRB on an annual basis and those BHCs are generally required to receive the FRB’s
non-objection
to their capital plan before making a capital distribution, such as a share repurchase or dividend.basis. In addition, even with an approved capital plan, a BHC must seek the approval ofMarch 2020, the FRB before makingadopted a final rule to integrate the annual capital distribution if, among other reasons, the BHC would not meet itsplanning and stress testing requirements with certain ongoing regulatory capital requirements for large BHCs. As a result, the FRB’s annual CCAR process is now used to calibrate the Bancorp’s stress capital buffer requirement. Among other changes, the revised capital plan rule also eliminates the assumption that the Bancorp’s balance sheet assets would increase over the planning horizon. In addition, provided that the Bancorp is otherwise in compliance with automatic restrictions on distributions under the Final Capital Rules, the Bancorp will no longer be required to seek prior approval to make capital distributions in excess of those included in its capital plan. The Bancorp is required to provide the FRB notice within 15 days after making the proposedany capital distribution.distributions in excess of those included in its capital plan.

Under its CCAR process, the FRB annually evaluates capital adequacy, internal capital adequacy, assessment processes and capital distribution plans of BHCs with $100 billion or more in total consolidated assets. The CCAR process is intended to help ensure that those BHCs have robust, forward-looking capital planning processes that account for each company’s unique risks and that permit continued operations during times of economic and financial stress. The mandatory elements of the capital plan are an assessment of the expected uses and sources of capital over a nine-quarter planning horizon, a description of all planned capital actions over the planning horizon, a discussion of any expected changes to the BHC’s business plan that are likely to have a material impact on its capital adequacy or liquidity, a detailed description of the BHC’s process for assessing capital adequacy and the BHC’s capital policy.
A BHC’s ability to make capital distributions is subject to limitations if the amount of the BHC’s actual capital issuances are less than the amounts indicated in the BHC’s capital plan as to which it received a
non-objection
from the FRB. On February 5, 2019, the FRB announced that certain less-complex U.S. BHCs with less than $250 billion in total consolidated assets, including the Bancorp, would not be subject to supervisory stress testing,
company-run
stress testing, or the CCAR process for the 2019 capital plan and stress test cycle, and therefore the Bancorp did not submit a capital plan for approval in 2019. Instead the Bancorp was authorized by the FRB to make capital distributions for the 2019 capital planning cycle up to the amount that would have allowed the Bancorp to remain above all minimum capital requirements in the 2018 CCAR process, subject to certain adjustments. These BHCs, including the Bancorp, remain subject to the requirement to develop and maintain a capital plan, and the board of directors (or designated subcommittee thereof) at those BHCs remain subject to the requirement to review and approve the BHC’s capital plan.
As part of the quantitative assessment of the Bancorp’s capital described above, the Bancorp was subject to annual supervisory stress tests, but as a result of the EPS Tailoring Rule, the Bancorp will now beis subject to a quantitative assessment of capital through supervisory stress tests every two years.years, with the next required submission due in 2022. These supervisory stress tests are forward-looking quantitative evaluations of the impact of stressful economic and financial market conditions on the Bancorp’sBancorp's capital. The Bancorp also was required to conduct semi-annual
company-run
stress tests, the results of which were filed with the FRB and publicly disclosed, but as a result ofAdditionally, under the EPS Tailoring Rule, the Bancorp is no longer required to
file semi-annual, company-run stress tests with the FRB and publicly disclose the results.

conductStress Buffer Requirements
company-run
In March 2020, the FRB issued a final rule amending regulatory capital rules, capital plan rules and stress tests. As noted above,test rules. Under the Bancorp was not subject tofinal rule, the capital conservation buffer is replaced with a stress capital buffer requirement. During each supervisory stress testing or
company-run
stress testing forcycle, the 2019FRB will use the Bancorp’s supervisory stress test cycle. In addition,to determine its stress capital buffer, subject to a floor of 2.5%. Similar to the FRB has stated that, as partcapital conservation buffer, the Bancorp must maintain capital ratios above the sum of a future rulemaking to implement EGRRCPA, it may further streamline the CCAR rulesits minimum risk-based capital ratios and other capital planning requirements applicable to certain BHCs, including the Bancorp.
Proposed Stress Buffer Requirements
In April 2018, the FRB proposed a rule to establish stress buffer requirements, which would integrate its annual capital planning and stress testing requirements with certain ongoing regulatory capital requirements. Under the proposal, the stress capital buffer (“SCB”) would replaceto avoid restrictions on capital distributions and discretionary bonus payments to executive officers. The final rule is applicable to BHCs with $100 billion or more in total consolidated assets and was effective on October 1, 2020. The FRB provided the 2.5% component of the capital conservation buffer. The SCB, subject to a minimum of 2.5%, would be equal to the maximum decline in the CET1 risk-based capital ratio under the supervisory severely adverse scenario of the FRB’s supervisory stress tests, plus a ratio based on four quarters of planned common stock dividends. The proposal would also introduceBancorp with a stress leverage buffer requirement, similar to the SCB, which would apply to the Tier 1 leverage ratio. In addition, the proposal would require BHCs to reduce their planned capital distributions if those distributions would not be consistent with the applicable capital buffer constraints based on the BHC’s own baseline scenario projections.of 2.5% that was effective as of October 1, 2020. The FRB has stated that it intends to propose revisions to the stress buffer requirements that would be applicable to Category IV BHCs,required large banking organizations, including the Bancorp, to align withresubmit their capital plans to reflect the proposed
two-year
supervisorystresses caused by the COVID-19 pandemic, and the FRB will notify the Bancorp by March 31, 2021 if it will elect to recalculate the Bancorp’s stress testing cycle for Category IV BHCs.capital buffer requirement.

Enhanced Prudential Standards
Pursuant to Title I of Dodd-Frank, certain U.S. BHCs are subject to enhanced prudential standards and early remediation requirements. As a result, the Bancorp is subject to more stringent standards, including liquidity and capital requirements, leverage limits, stress testing,
26 Fifth Third Bancorp

resolution planning, and risk management standards, than those applicable to smaller institutions. Certain larger banking organizations are subject to additional enhanced prudential standards.

As discussed above, under the EPS Tailoring Rule, the Bancorp, as a Category IV banking organization, is subject to the least restrictive enhanced prudential standards applicable to firms with $100 billion or more in total consolidated assets. As compared to enhanced prudential standards that were applicable to the Bancorp, under the EPS Tailoring Rule, the Bancorp is no longer subject to
company-run
stress testing requirements and is subject to less frequent supervisory stress tests, less frequent internal liquidity stress tests, and reduced liquidity risk management requirements. Future rulemakings to implement EGRRCPA may further change the enhanced prudential standards applicable to the Bancorp.

Heightened Governance and Risk Management Standards
The OCC has published guidelines to updatedocumenting expectations for the governance and risk management practices of certain large financial institutions, including the Bank. The guidelines require covered institutions to establish and adhere to a written governance framework in order to manage and control their risk-taking activities. In addition, the guidelines provide standards for the institutions’ boards of directors to oversee the risk governance framework. The Bank currently has a written governance framework and associated controls.

Privacy and Data Security
The OCC, FRB, FDIC and other bank regulatory agencies have adopted guidelines (the “Guidelines”) for safeguarding confidential, personal customer information.
24  Fifth Third Bancorp

The Guidelines require each financial institution, under the supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. In addition, various U.S. regulators, including the OCC, FRB and the SEC, have increased their focus on cyber security through guidance, examinations and regulations. The Bancorp has adopted a customer information security program that has been approved by the Bancorp’s Board of Directors.

The GLBA requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to
non-affiliated
third parties. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information and, except as otherwise required by law, prohibits disclosing such information except as provided in the banking subsidiary’s policies and procedures. The Bancorp’s banking subsidiary has implemented a privacy policy.

States are also increasingly proposing or enacting legislation that relates to data privacy and data protection such as the California Consumer Privacy Act which went into effect on January 1, 2020. We continueThe Bancorp continues to assess the requirements of such laws and proposed legislation and their applicability to the Bancorp. Moreover, these laws, and proposed legislation, are still subject to revision or formal guidance and they may be interpreted or applied in a manner inconsistent with our understanding.

Like other lenders, the Bank and other of the Bancorp’s subsidiaries use credit bureau data in their underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act (“FCRA”), and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. Similar state laws may impose additional requirements on the Bancorp and its subsidiaries.

Anti-Money Laundering and Economic Sanctions
The Bancorp is subject to federal laws that are designed to counter money laundering and terrorist financing, and transactions with persons, companies or foreign governments sanctioned by the United States. These include the Bank Secrecy Act, the Money Laundering Control Act, the USA PATRIOT Act and regulations for the International Emergency Economic Powers Act and the Trading with the Enemy Act, as administered by the United States Treasury Department’s Office of Foreign Assets Control. These laws obligate depository institutions and broker-dealers to verify their customers’ identity, conduct customer due diligence, report on suspicious activity, file reports of transactions in currency and conduct enhanced due diligence on certain accounts. They also prohibit U.S. persons from engaging in transactions with certain designated restricted countries and persons. Depository institutions and broker-dealers are required by their federal regulators to maintain robust policies and procedures in order to ensure compliance with these obligations.

Failure to comply with these laws or maintain an adequate compliance program can lead to significant monetary penalties and reputational damage and federal regulators evaluate the effectiveness of an applicant in combating money laundering when determining whether to approve a proposed bank merger, acquisition, restructuring, or other expansionary activity. There have been a number of significant enforcement actions by regulators, as well as state
attorneys general and the Department of Justice, against banks, broker-dealers and
non-bank
financial institutions with respect to these laws and some have resulted in substantial penalties, including criminal pleas. The Bancorp’s Board has approved policies and procedures that the Bancorp believes comply with these laws.




27 Fifth Third Bancorp

Executive Compensation
Pursuant to Dodd-Frank, the SEC adopted rules in 2011 requiring that each public company must give its shareholders the opportunity to vote on the compensation of its executives at least once every three years. The SEC also adopted rules on disclosure and voting requirements for golden parachute compensation that is payable to named executive officers in connection with sale transactions.

The SEC’s rules also direct the stock exchanges to prohibit listing classes of equity securities of a company if a company’s compensation committee members are not independent. The rules also provide that a company’s compensation committee may only select a compensation consultant, legal counsel or other advisor after taking into consideration factors to be identified by the SEC that affect the independence of a compensation consultant, legal counsel or other advisor.

In August 2015, the SEC adopted finalThe rules implementing the pay ratio provisions of Dodd-Frank by requiringrequire companies to disclose the ratio of the compensation of its chief executive officer to the median compensation of its employees. For a registrant with a fiscal year ending on December 31, such as the Bancorp, the pay ratio was first required as part of its executive compensation disclosure in its annual proxy statement or Form
10-K
filed starting in 2018.

Dodd-Frank provides that the SEC must issue rules directing the stock exchanges to prohibit listing any security of a company unless the company develops and implements a policy providing for disclosure of the policy of the company on incentive-based compensation that is based on financial information required to be reported under the securities laws. In the event the company is required to prepare an accounting restatement due to the material noncompliance of the company with any financial reporting requirement under the securities laws, the company will recover from any current or former executive officer of the company who received incentive-based compensation during the three-year period preceding the date on which the company is required to prepare the restatement based on the erroneous data, any exceptional compensation above what would have been paid under the restatement.

Dodd-Frank required the SEC to adopt a rule to require that each company disclose in the proxy materials for its annual meetings whether an employee or board member is permitted to purchase financial instruments designed to hedge or offset decreases in the market value of equity securities granted as compensation or otherwise held by the employee or board member. The SEC adopted final rules requiring this disclosure on December 18, 2018. The Bancorp was required to comply with this new rule beginning July 1, 2019.

The Bancorp’s compensation practices are also subject to oversight by the FRB. The scope and content of compensation regulation in the financial industry are continuing to develop, and the regulations and resulting market practices are expected to continue to evolve over a number of years. In June 2016, the SEC and the federal banking agencies issued a proposed rule to implement the incentive-based compensation provisions of section 956 of Dodd-Frank. The proposal would establish new requirements for incentive-based compensation at institutions with assets of at least $1 billion. No final rule has been issued.
issued, but the Biden Administration may revisit this proposal.

25  Fifth Third Bancorp

Debit Card Interchange Fees
Dodd-Frank includes a set of rules requiring that interchange transaction fees for electronic debit transactions be reasonable and proportional to certain costs associated with processing the transactions. Interchange fees for electronic debit transactions are limited to 21 cents plus 0.05% of the transaction, plus an additional one cent per transaction fraud adjustment. These fees impose requirements regarding routing and exclusivity of electronic debit transactions, and generally require that debit cards be usable in at least two unaffiliated networks.

Resolution Planning
In past years, the Bancorp was required to submit annually to the FRB and the FDIC a resolution plan for the orderly resolution of the Bancorp and its significant legal entities under the U.S. Bankruptcy Code or other applicable insolvency laws in a rapid and orderly fashion in the event of future material financial distress or failure. In October 2019, the FRB and the FDIC adopted amendments to their resolution planning rule to adjust the thresholds at which certain resolution planning requirements apply to BHCs with $100 billion or more in total consolidated assets, including the Bancorp. As a result of these amendments, the Bancorp is no longer required to submit an annual resolution plan to the FRB and the FDIC.

In addition, the Bank is required to periodically file a separate resolution plan with the FDIC. EGRRCPA did not change the FDIC’s rules that require the Bank to periodically file a separate resolution plan. In April 2019, the FDIC released an advanced notice of proposed rulemaking with respect to the FDIC’s bank resolution plan requirements that requested comments on how to better tailor bank resolution plans to a firm’s size, complexity, and risk profile. Until the FDIC’s revisions to its bank resolution plan requirement are finalized, no bank resolution plans will be required to be filed.

Proprietary Trading and Investing in Certain Funds
Dodd-Frank sets forth restrictions on banking organizations’ ability to engage in proprietary trading and to have certain ownership interests in and relationships with certain covered funds, such as private equity and hedge funds (the “Volcker Rule”). The Volcker Rule generally prohibits any banking entity from engaging in short-term proprietary trading for its own account, but permits transactions in certain securities (such as securities of the U.S. government), transactions on behalf of customers and activities such as market making, underwriting and risk-mitigating hedging. In addition, the Volcker Rule limits the sponsorship of or investment in a covered fund by any banking entity. The Volcker Rule also prohibits certain types of transactions between a banking entity and any covered fund that is sponsored by the banking
28 Fifth Third Bancorp

entity or for which it serves as investment manager or investment advisor, similar to those transactions between banks and their affiliates that are limited as described above. The FRB granted extensions to banking entities, including the Bancorp, to conform to the requirements of the Volcker Rule with respect to “illiquid funds,” as defined in the Volcker Rule. The Bancorp is also required to maintain a satisfactory Volcker Rule compliance program.

As of October 2019, the FRB, OCC, FDIC, Commodity Futures Trading Commission (“CFTC”) and SEC finalized amendments to the Volcker Rule. These amendments tailor the Volcker Rule’s compliance requirements to the amount of a firm’s trading activity, revise the definition of trading account, clarify certain key provisions in the Volcker Rule, and modify the
information companies are required to provide to federal agencies. These amendments to the Volcker Rule are not material to our investing and trading activities.

In June 2020, the five federal agencies finalized amendments to the Volcker Rule’s restrictions on ownership interests in and relationships with covered funds. Among other things, these amendments permit banking entities to have relationships with and offer additional financial services to additional types of funds and investment vehicles. These requirements are not expected to have a material impact on the Bancorp’s investing and trading activities

Derivatives
Title VII of Dodd-Frank imposes a regulatory structure on the
over-the-counter
derivatives market, including requirements for clearing, exchange trading, capital margin, segregation trade reporting, and recordkeeping. Title VII also requires certain persons to register as a swap dealer or a security-based swap dealer. The Bank is provisionally registered with the CFTC as a swap dealer. The CFTC and U.S. banking regulators have finalized most rules applicable to the
over-the-counter
derivatives markets and swap dealers, and the SEC has finalized most of its rules related to security-based swaps. The CFTC’s Title VII regulations are applicable to the Bank’s activity as a swap dealer and include rules related to internal and external business conduct standards, reporting and recordkeeping, mandatory clearing for certain swaps, and trade documentation and confirmation requirements. In addition, the U.S. banking regulators have finalized regulations applicable to the Bank regarding mandatory posting and collection of margin by certain swap counterparties and segregation of customer funds. The Bank is not currently subject to regulation as a security-based swap dealer.

Consumer Protection Regulation and Supervision
The Bancorp is subject to supervision and regulation by the CFPB with respect to federal consumer protection laws. The Bancorp is also subject to certain state consumer protection laws, and under Dodd-Frank, state attorneys general and other state officials are empowered to enforce certain federal consumer protection laws and regulations. State authorities have increased their focus on and enforcement of consumer protection rules. These federal and state consumer protection laws apply to a broad range of our activities and to various aspects of our business and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale, or provision of consumer financial products and services.

The CFPB has promulgated many mortgage-related final rules since it was established under Dodd-Frank, including rules related to the ability to repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements, and appraisal and escrow standards for higher priced mortgages. The mortgage-related final rules issued by the CFPB have materially restructured the origination, servicing, and securitization of residential mortgages in the United States. These rules have impacted, and will continue to impact, the business practices of mortgage lenders, including the Bancorp.

Future Legislative and Regulatory Initiatives
Federal and state legislators as well as regulatory agencies may introduce or enact new laws and rules, or amend existing laws and rules, that may affect the regulation of financial institutions and their holding companies. The impact of any future legislative or regulatory changes cannot be predicted. However, such changes could affect the Bancorp’s business, financial condition and results of operations.
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ITEM 1A. RISK FACTORS
The risks and uncertainties listed below present risks that could have a material impact on the Bancorp’s financial condition, the results of its operations or its business. Some of these risks and uncertainties are interrelated and the occurrence of one or more of them may exacerbate the effect of others. The risks and uncertainties described below are not the only ones we face.Fifth Third faces. Additional risks and uncertainties not presently known to usFifth Third or that weFifth Third currently believebelieves to be immaterial may also adversely affect ourits business. See “Cautionary Note Regarding Forward-Looking Statements” elsewhere in this Annual Report on Form
10-K
for more information.

CREDIT RISKS

Deteriorating credit quality has adversely impacted Fifth Third in the past and may adversely impact Fifth Third in the future.
When Fifth Third lends money or commits to lend money, the Bancorp incurs credit risk or the risk of loss if borrowers do not repay their loans, leases, credit cards, derivative obligations, or other credit obligations. The performance of these credit portfolios significantly affects the Bancorp’s financial results and condition. If the current economic environment were to deteriorate, more customers may have difficulty in repaying their credit obligations which could result in a higher level of credit losses and reserves for credit losses. Fifth Third reserves for credit losses by establishing reserves through a charge to earnings. The amount of these reserves is based on Fifth Third’s assessment of credit losses inherent in the credit portfolios including unfunded credit commitments. The process for determining the amount of the ALLL and the reserve for unfunded commitments is critical to Fifth Third’s financial results and condition. It requires difficult, subjective and complex judgments about the environment, including analysis of economic or market conditions that might impair the ability of borrowers to repay their loans.

Fifth Third might underestimate the credit losses inherent in its portfolios and have credit losses in excess of the amount reserved. Fifth Third might increase the reserve because of changing economic conditions, including falling home prices or higher unemployment, or other factors such as changes in borrower’s behavior or changing protections in credit agreements. As an example, borrowers may “strategically default,” or discontinue making payments on their real estate-secured loans if the value of the real estate is less than what they owe, even if they are still financially able to make the payments.

Fifth Third believes that both the ALLL and the reserve for unfunded commitments are adequate to cover inherent losses at December 31, 2019;2020; however, there is no assurance that they will be sufficient to cover future credit losses, especially if housing and employment conditions decline. In the event of significant deterioration in economic conditions, Fifth Third may be required to increase reserves in future periods, which would reduce earnings.

For more information, refer to the Credit Risk Management subsection of the Risk Management section and the Allowance for Loan and LossesALLL and Reserve for Unfunded Commitments subsections of the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Fifth Third may have more credit risk and higher credit losses to the extent loans are concentrated by location or industry of the borrowers or collateral.
Fifth Third’s credit risk and credit losses can increase if its loans are concentrated to borrowers engaged in the same or similar activities or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. Deterioration in economic conditions, housing conditions and commodity and real estate values in certain states or locations could result in materially higher credit losses if loans are concentrated in those locations. Fifth Third has significant exposures to businesses in certain economic sectors such as manufacturing, real estate, financial services, insurance and healthcare, and weaknesses in those businesses may adversely impact Fifth Third’s business, results of operations or financial condition. Additionally, Fifth Third has a substantial portfolio of commercial and residential real estate loans and weaknesses in residential or commercial real estate markets may adversely impact Fifth Third’s business, results of operations or financial condition.

The COVID-19 pandemic has caused certain industries to have experienced increased stress. These include consumer-driven industries that require gathering or congregation such as leisure and recreation (including casinos, restaurants, sports, fitness, hotels and other industries), non-essential retail and leisure travel (primarily including airlines and cruise lines). Certain segments of the healthcare industry (including skilled nursing, physician offices and surgery/outpatient centers, among others) have also been impacted by the pandemic given delays and restrictions on in-person visits and elective procedures.

Problems encountered by financial institutions larger than or similar to Fifth Third could adversely affect financial markets generally and have direct and indirect adverse effects on Fifth Third.
Fifth Third has exposure to counterparties in the financial services industry and other industries, and routinely executes transactions with such counterparties, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients. Many of Fifth Third’s transactions with other financial institutions expose Fifth Third to credit risk in the event of default of a counterparty or client. In addition, Fifth Third’s credit risk may be affected when the collateral it holds cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure. The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other
30 Fifth Third Bancorp

institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Bancorp interacts on a daily basis, and therefore could adversely affect Fifth Third.

LIQUIDITY RISKS

Fifth Third must maintain adequate sources of funding and liquidity.
Fifth Third must maintain adequate funding sources in the normal course of business to support its operations and fund outstanding liabilities, as well as meet regulatory expectations. Fifth Third primarily relies on bank deposits to be a low cost and stable source of funding for the loans Fifth Third makes and the operations of Fifth Third’s business. Core deposits, which include transaction deposits and other time deposits, have historically provided Fifth Third with a sizeable source of relatively stable and
low-cost
funds (average core deposits funded 71%74% of average total assets for the year ending December 31, 2019)2020). In addition to customer deposits, sources of liquidity include investments in the securities portfolio, Fifth Third’s sale or securitization of loans in secondary markets and the pledging of loans and investment securities to access secured borrowing facilities through the FHLB and the FRB, and Fifth Third’s ability to raise funds in domestic and international money and capital markets.

27  Fifth Third Bancorp

Fifth Third’s liquidity and ability to fund and run theits business could be materially adversely affected by a variety of conditions and factors, including financial and credit market disruptions and volatility or a lack of market or customer confidence in financial markets in general similar to what occurred during the financial crisis in 2008 and early 2009, which may result in a loss of customer deposits or outflows of cash or collateral and/or ability to access capital markets on favorable terms.

Other conditions and factors that could materially adversely affect Fifth Third’s liquidity and funding include:
a lack of market or customer confidence in Fifth Third or negative news about Fifth Third or the financial services industry generally, which also may result in a loss of deposits and/or negatively affect the ability to access the capital markets;
a lack of market or customer confidence in Fifth Third or negative news about Fifth Third or the financial services industry generally, which also may result in a loss of deposits and/or negatively affect the ability to access the capital markets;
the loss of customer deposits due to competition from other banks or due to alternative investments;
inability to sell or securitize loans or other assets;
increased regulatory requirements; and
the loss of customer deposits due to competition from other banks or due to alternative investments;
reductions in one or more of Fifth Third’s credit ratings.

inability to sell or securitize loans or other assets,
increased regulatory requirements; and
reductions in one or more of Fifth Third’s credit ratings.
A reduced credit rating could adversely affect Fifth Third’s ability to borrow funds and raise the cost of borrowings substantially and could cause creditors and business counterparties to raise collateral requirements or take other actions that could adversely affect Fifth Third’s ability to raise liquidity or capital. Many of the above conditions and factors may be caused by events over which Fifth Third has little or no control such as what occurred during the financial crisis. There can be no assurance that significant disruption and volatility in the financial markets will not occur again in the future.

Regulatory changes relating to liquidity and risk management may also negatively impact Fifth Third’s results of operations and competitive position. Various regulations have been adopted to impose more stringent liquidity requirements for large financial institutions, including Fifth Third. These regulations address, among other matters, liquidity stress testing and minimum liquidity requirements. The application of certain of these regulations to banking organizations, such as Fifth Third, have been modified, including in connection with the implementation of the EGRRCPA.

If Fifth Third is unable to continue to fund assets through customer bank deposits or access capital markets on favorable terms or if Fifth Third suffers an increase in borrowing costs or otherwise fails to manage liquidity effectively, then Fifth Third’s liquidity, operating margins and financial results and condition may be materially adversely affected. Fifth Third may also need to raise additional capital and liquidity through the issuance of stock, which could dilute the ownership of existing stockholders, or reduce or even eliminate common stock dividends or share repurchases to preserve capital and liquidity.

Fifth Third and/or the holders of its securities could be adversely affected by unfavorable ratings from rating agencies.
Fifth Third’s ability to access the capital markets is important to its overall funding profile. This access is affected by the ratings assigned by rating agencies to Fifth Third, certain of its subsidiaries and particular classes of securities they issue. The interest rates that Fifth Third pays on its securities are also influenced by, among other things, the credit ratings that it, its subsidiaries and/or its securities receive from recognized rating agencies. A downgrade to Fifth Third or its subsidiaries’ credit rating could affect its ability to access the capital markets, increase its borrowing costs and negatively impact its profitability. A ratings downgrade to Fifth Third, its subsidiaries or their securities could also create obligations or liabilities of Fifth Third under the terms of its outstanding securities that could increase Fifth Third’s costs or otherwise have a negative effect on its results of operations or financial condition.

Additionally, a downgrade of the credit rating of any particular security issued by Fifth Third or its subsidiaries could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold.

On April 28, 2020, Fitch Ratings Inc. (“Fitch”) revised Fifth Third Bancorp’s Rating Outlook on its Long- and Short-Term Issuer Default Ratings to “Negative” from “Stable” as part of an ongoing horizontal review of all U.S. banks the agency is conducting as a result of concerns
31 Fifth Third Bancorp

about significant operating environment challenges due to the disruption to economic activity and financial markets from the COVID-19 pandemic. On May 20, 2020, DBRS, Inc. (“DBRS”) also revised the trend for all long-term ratings at Fifth Third Bancorp and Fifth Third Bank, National Association to “Negative” from “Stable.” As of the date of this filing, Fifth Third is under review by Fitch and DBRS, and neither Fitch, nor DBRS, has changed its ratings. Accordingly, Fifth Third’s Fitch and DBRS ratings are subject to change at any time.

Other rating agencies may also take actions to downgrade their ratings of the securities issued by Fifth Third or its subsidiaries. There can be no assurances that Fifth Third or its subsidiaries will retain any specific rating from any specific rating agency.

If Fifth Third is unable to maintain or grow its deposits, it may be subject to paying higher funding costs.
The total amount that Fifth Third pays for funding costs is dependent, in part, on Fifth Third’s ability to maintain or grow its deposits. If Fifth Third is unable to sufficiently maintain or grow its deposits to meet liquidity objectives, it may be subject to paying higher funding costs. Fifth Third competes with banks and other financial services companies for deposits. If competitors raise the rates they pay on deposits, Fifth Third’s funding costs may increase, either because Fifth Third raises rates to avoid losing deposits or because Fifth Third loses deposits and must rely on more expensive sources of funding. Also, customers typically move money from bank deposits to alternative investments during rising interest rate environments, an environment that the U.S. has seen recently and is expected to see over the medium-term.environments. Customers may also move noninterest-bearing deposits to interest-bearing accounts increasing the cost of those deposits. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff.trade-off. Fifth Third’s bank customers could take their money out of the Bank and put it in alternative investments, causing Fifth Third to lose a lower cost source of funding. Higher funding costs reduce Fifth Third’s net interest margin and net interest income.

The Bancorp’s ability to receive dividends from its subsidiaries accounts for most of its revenue and could affect its liquidity and ability to pay dividends.
Fifth Third Bancorp is a separate and distinct legal entity from its subsidiaries. Fifth Third Bancorp typically receives substantially all of its revenue from dividends from its subsidiaries. These dividends are the principal source of funds to pay dividends on Fifth Third Bancorp’s stock and interest and principal on its debt. Various federal and/or state laws and regulations, as well as regulatory expectations, limit the amount of dividends that the Bancorp’s banking subsidiary and certain nonbank subsidiaries may pay to the Bancorp. Regulatory scrutiny of liquidity and capital levels at bank holding companies and insured depository institutions has resulted in increased regulatory focus on all aspects of capital planning, including dividends and other distributions to shareholders of banks such as the parent bank holding companies. In addition, Fifth Third Bancorp’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors.

Regulatory limitations on the Bancorp’s ability to receive dividends from its subsidiaries could have a material adverse effect on its liquidity and ability to pay dividends on stock or interest and principal on its debt and to engage in share repurchases. For further information, refer to Regulation and Supervision and Note 4 of the Notes to Consolidated Financial Statements.

OPERATIONAL RISKS

Fifth Third is exposed to cyber security risks, including denial of service, hacking and identity theft, which could result in the disclosure, theft or destruction of confidential information.
Fifth Third relies heavily on communications and information systems to conduct its business. This includes the use of networks, the internet, digital applications and the telecommunications and computer systems of third partiesparty service providers to perform business activities.
28  Fifth Third Bancorp

Additionally, digital and mobile technologies are leveraged to interact with customers, which increases the risk of information security breaches. Failures, interruptions or breaches in the security of these systems occur across ourFifth Third's industry with some frequency and, if a material event of this nature affects Fifth Third, this could result in disruptions to Fifth Third’s accounting, deposit, loan and other systems, and adversely affect its customer relationships. While Fifth Third has policies and procedures designed to prevent or limit the effect of these possible events, there can be no assurance that any such failure, interruption or security breach will not occur or, if any does occur, that it can be sufficiently remediated.

There have been increasing efforts on the part of third parties,threat actors, including through cyber-attacks, to breach data security at financial institutions or with respect to financial transactions. There have been several recent instances involving financial services, credit bureaus and consumer-based companies reporting the unauthorized disclosure of client or customer information or the destruction or theft of corporate data, by both private individuals and foreign governments. In addition, because the techniques used to cause such security breaches change frequently, often are not recognized until launched against a target and may originate from less regulated and remote areas around the world, Fifth Third may be unable to proactively address these techniques or to implement adequate preventative measures. Furthermore, there has been a well-publicized series of apparently related distributed denial of service attacks on large financial services companies and “ransom” attacks where hackers have requested payments in exchange for not disclosing customer information. The unintentional or willful acts or omissions of employees may also create or exacerbate cybersecurity risks.

Cyber threats are rapidly evolving and Fifth Third may not be able to anticipate or prevent all such attacks. Additionally, Fifth Third may be impacted by a breach where Fifth Third is not the primary target (i.e. SolarWinds event). These risks are heightened through the increasing use of digital and mobile solutions which allow for rapid money movement and increase the difficulty to detect and prevent fraudulent
32 Fifth Third Bancorp

transactions. Across ourFifth Third's industry, the cost of minimizing these risks and investigating incidents has continued to increase with the frequency and sophistication of these threats. Despite its efforts, the occurrence of any failure, interruption or security breach of Fifth Third’s systems or third-party service providers (or providers to such third-party service providers), particularly if widespread or resulting in financial losses to customers, could also seriously damage Fifth Third’s reputation, result in a loss of customer business, result in substantial remediation costs, additional cyber-security protection costs and increased insurance premiums, subject it to additional regulatory scrutiny, or expose it to civil litigation and financial liability. Fifth Third’s insurance may be inadequate to compensate for losses from a cyber-attack.

Fifth Third relies on its systems and certain third-party service providers and certain failures could materially adversely affect operations.
Fifth Third’s operations, including its financial and accounting systems, use computer systems and telecommunications networks operated by both Fifth Third and third-party service providers. Additionally, Fifth Third collects, processes and stores sensitive consumer data by utilizing those and other systems and networks. Fifth Third has security, backup and recovery systems in place, as well as a business continuity plan to ensure the systems will not be inoperable. Fifth Third also has security to prevent unauthorized access to the systems.
In addition, Fifth Third requires its third-party service providers to maintain similar controls. However, Fifth Third cannot be certain that the measures will be successful.

A security breach in these systems or the loss or corruption of confidential information such as business results, transaction records and related information could adversely impact Fifth Third’s ability to provide timely and accurate financial information in compliance with legal and regulatory requirements, which could result in sanctions from regulatory authorities, significant reputational harm and the loss of confidence in Fifth Third. Additionally, security breaches or the loss, theft or corruption of customer information such as social security numbers, credit card numbers, account balances or other information could result in losses by ourFifth Third's customers, litigation, regulatory sanctions, lost customers and revenue, increased costs and significant reputational harm.

Fifth Third’s necessary dependence upon automated systems to record and process its transaction volume poses the risk that technical system flaws or employee errors, tampering or manipulation of those systems will result in losses and may be difficult to detect. Fifth Third may also be subject to disruptions of its operating systems arising from events that are beyond its control (for example, computer viruses or electrical or telecommunications outages).

Third partiesparty service providers with which the Bancorp does business both domestically and offshore, as well as vendors and other third parties with which the Bancorp’s customers do business, can also be sources of operational risk to the Bancorp, particularly where activities of customers are beyond the Bancorp’s security and control systems, such as through the use of the internet, personal computers, tablets, smart phones and other mobile services. Security breaches affecting the Bancorp’s customers, or systems breakdowns or failures, security breaches or employee misconduct affecting such other third parties,party service providers, may require the Bancorp to take steps to protect the integrity of its own operational systems or to safeguard confidential information of the Bancorp or its customers, thereby increasing the Bancorp’s operational costs and potentially diminishing customer satisfaction. If personal, confidential or proprietary information of customers or clients in the Bancorp’s or such vendors’ or other third parties’ possession were to be mishandled or misused, the Bancorp could suffer significant regulatory consequences, reputational damage and financial loss. Such mishandling or misuse could include circumstances where, for example, such information was erroneously provided to parties who are not permitted to have the information, either through the fault of the Bancorp’s systems, employees or counterparties, or where such information was intercepted or otherwise compromised by third parties.threat actors. The Bancorp may be subject to disruptions of its operating systems arising from events that are wholly or partially beyond the Bancorp’s control, which may include, for example, security breaches; electrical or telecommunications outages; failures of computer components or servers or other damage to the Bancorp’s property or assets; natural disasters or severe weather conditions; health emergencies; or events arising from local or larger-scale political events, including outbreaks of hostilities or terrorist acts. For example, it has been reported that there is a fundamental security flaw in computer chips found in many types of computing devices, including phones, tablets, laptops and desktops. While the Bancorp believes that its current resiliency plans are both sufficient and adequate, there can be no assurance that such plans will fully mitigate all potential business continuity risks to the Bancorp or its customers and clients.

29  Fifth Third Bancorp

Any failures or disruptions of the Bancorp’s systems or operations could give rise to losses in service to customers and clients, adversely affect the Bancorp’s business and results of operations by subjecting the Bancorp to losses or liability, or require the Bancorp to expend significant resources to correct the failure or disruption, as well as by exposing the Bancorp to reputational harm, litigation, regulatory fines or penalties or losses not covered by insurance. The Bancorp could also be adversely affected if it loses access to information or services from a third-party service provider as a result of a security breach or system or operational failure, or disruption affecting the third-party service provider. Fifth Third’s insurance may be inadequate to compensate for failures by, or affecting third partiesparty service providers upon which Fifth Third relies.

Fifth Third may not be able to effectively manage organizational changes and implement key initiatives in a timely fashion, or at all, due to competing priorities which could adversely affect its business, results of operations, financial condition and reputation.
Fifth Third is subject to rapid changes in technology, regulation and product innovation, and faces intense competition for customers, sources of revenue, capital, services, qualified employees and other essential business resources. In order to meet these challenges, Fifth Third is or may be engaged in numerous critical strategic initiatives at the same time. Accomplishing these initiatives may be complex, time intensive and require significant financial, technological, management and other resources. These initiatives may consume management’s attention and may compete for limited resources. In addition, organizational changes may need to be implemented throughout Fifth Third as a result of the
33 Fifth Third Bancorp

new products, services, partnerships and processes that arise from the execution of the various strategic initiatives. Fifth Third may have difficulty managing these organizational changes and executing these initiatives effectively in a timely fashion, or at all. Fifth Third’s failure to do so could expose it to litigation or regulatory action and may damage Fifth Third’s business, results of operations, financial condition and reputation.

Fifth Third may not be able to successfully implement future information technology system enhancements, which could adversely affect Fifth Third’s business operations and profitability.
Fifth Third invests significant resources in information technology system enhancements in order to provide functionality and security at an appropriate level. Fifth Third may not be able to successfully implement and integrate future system enhancements, or may not be able to do so on a cost-effective basis. Such sanctions could include fines and result in reputational harm and have other negative effects. In addition, future system enhancements could have higher than expected costs and/or result in operating inefficiencies, which could increase the costs associated with the implementation as well as ongoing operations. Failure to properly utilize system enhancements that are implemented in the future could result in impairment charges that adversely impact Fifth Third’s financial condition and results of operations and could result in significant costs to remediate or replace the defective components. In addition, Fifth Third may incur significant training, licensing, maintenance, consulting and amortization expenses during and after systems implementations, and any such costs may continue for an extended period of time.

Fifth Third’s framework for managing risks may not be effective in mitigating its risk and loss.
Fifth Third’s risk management framework seeks to mitigate risk and loss. Fifth Third has established processes and procedures intended to identify, measure,
monitor, report and analyzemanage the types of risk to which it is subject, including liquidity risk, credit risk, marketinterest rate risk, price risk, legal risk,and regulatory compliance risk, strategic risk, reputational risk and operational risk related to its employees, systems and vendors, among others. Any system of control and any system to reduce risk exposure, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. A failure in Fifth Third’s internal controls could have a significant negative impact not only on its earnings, but also on the perception that customers, regulators and investors may have of Fifth Third. Fifth Third continues to devote a significant amount of effort, time and resources to improving its controls and ensuring compliance with complex regulations.

Additionally, instruments, systems and strategies used to hedge or otherwise manage exposure to various types of marketinterest rate, price, legal and regulatory compliance, credit, liquidity, operational and business risks and enterprise-wide risk could be less effective than anticipated. As a result, Fifth Third may not be able to effectively mitigate its risk exposures in particular market environments or against particular types of risk. If Fifth Third’s risk management framework proves ineffective, Fifth Third could incur litigation, negative regulatory consequences, reputational damages among other adverse consequences and Fifth Third could suffer unexpected losses that may affect its financial condition or results of operations.

Fifth Third may experience losses related to fraud, theft or violence.
Fifth Third has experienced, and may experience again in the future, losses incurred due to customer or employee fraud, theft or physical violence. Additionally, physical violence may negatively affect Fifth Third’s key personnel, facilities or systems. These losses may be material and negatively affect Fifth Third’s results of operations, financial condition or prospects. These losses could also lead to significant reputational risks and other effects. The sophistication of external fraud actors continues to increase, and in some cases includes large criminal rings, which increases the resources and infrastructure needed to thwart these attacks. The industry fraud threat continues to evolve, including but not limited to card fraud, check fraud, social engineering and phishing attacks for identity theft and account takeover. Fifth Third continues to invest in fraud prevention in the forms of people and systems designed to prevent, detect and mitigate the customer and financial impacts.

Fifth Third could suffer if it fails to attract and retain skilled personnel.
Fifth Third’s success depends, in large part, on its ability to attract and retain key individuals. Competition for qualified candidates in the activities and markets that Fifth Third serves is intense, which may increase Fifth Third’s expenses and may result in Fifth Third not being able to hire candidates or retain them. If Fifth Third is not able to hire qualified candidates or retain its key personnel, Fifth Third may be unable to execute its business strategies and may suffer adverse consequences to its business, operations and financial condition.

Compensation paid by financial institutions such as Fifth Third is heavily regulated, particularly under Dodd-Frank, which affects the amount and form of compensation Fifth Third pays to hire and retain talented employees. If Fifth Third is unable to attract and retain qualified employees, or do so at rates necessary to maintain its competitive position, or if compensation costs required to attract and retain employees become more expensive, Fifth Third’s performance, including its competitive position, could be materially adversely affected.

3034 Fifth Third Bancorp


LEGAL AND REGULATORY COMPLIANCE RISKS

Fifth Third and/or its affiliates are or may become involved from time to time in information-gathering requests, investigations and litigation, regulatory or other enforcement proceedings by various governmental regulatory agencies and law enforcement authorities, as well as self-regulatory agencies which may lead to adverse consequences.
Fifth Third and/or its affiliates are or may become involved from time to time in information-gathering requests, reviews, investigations and proceedings (both formal and informal) by governmental regulatory agencies and law enforcement authorities, as well as self-regulatory agencies, regarding their respective customers and businesses, as well as their sales practices, data security, product offerings, compensation practices and other compliance issues. Also, a violation of law or regulation by another financial institution may give rise to an inquiry or investigation by regulators or other authorities of the same or similar practices by Fifth Third. In addition, the complexity of the federal and state regulatory and enforcement regimes in the U.S. means that a single event or topic may give rise to numerous and overlapping investigations and regulatory proceedings. Furthermore, Fifth Third and certain of its directors and officers have been named from time to time as defendants in various class actions and other litigation relating to Fifth Third’s business and activities, as well as regulatory or other enforcement proceedings. Past, present and future litigation have included or could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Enforcement authorities may seek admissions of wrongdoing and, in some cases, criminal pleas as part of the resolutions of matters and any such resolution of a matter involving Fifth Third which could lead to increased exposure to private litigation, could adversely affect Fifth Third’s reputation and could result in limitations on Fifth Third’s ability to do business in certain jurisdictions.

Each of the matters described above may result in material adverse consequences, including without limitation, adverse judgments, settlements, fines, penalties, injunctions or other actions, amendments and/or restatements of Fifth Third’s SEC filings and/or financial statements, as applicable, and/or determinations of material weaknesses in its disclosure controls and procedures. In addition, responding to information-gathering requests, reviews, investigations and proceedings, regardless of the ultimate outcome of the matter, could be time-consuming and expensive.

Like other large financial institutions and companies, Fifth Third is also subject to risk from potential employee misconduct, including non-compliance with policies and improper use or disclosure of confidential information. Substantial legal liability or significant regulatory or other enforcement action against Fifth Third could materially adversely affect its business, financial condition or results of operations and/or cause significant reputational harm to its business. The outcome of lawsuits and regulatory proceedings may be difficult to predict or estimate. Although Fifth Third establishes accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, Fifth Third does not have accruals for all legal proceedings where it faces a risk of loss. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, amounts accrued may not represent the ultimate loss to Fifth Third from the legal proceedings in question. Thus, Fifth Third’s ultimate losses may be higher, and possibly significantly so, than the amounts accrued for legal loss contingencies, which could adversely affect Fifth Third’s results of operations.

In addition, there has been a trend of public settlements with governmental agencies that may adversely affect other financial institutions, to the extent such settlements are used as a template for future settlements. The uncertain regulatory enforcement environment makes it difficult to estimate probable losses, which can lead to substantial disparities between legal reserves and actual settlements or penalties.

For further information on specific legal and regulatory proceedings, refer to Note 20 of the Notes to Consolidated Financial Statements.

Fifth Third may be required to repurchase residential mortgage loans or reimburse investors and others as a result of breaches in contractual representations and warranties.
Fifth Third sells residential mortgage loans to various parties, including government-sponsored enterprises (“GSE”) and other financial institutions that purchase residential mortgage loans for investment or private label securitization. Fifth Third may be required to repurchase residential mortgage loans, indemnify the securitization trust, investor or insurer, or reimburse the securitization trust, investor or insurer, for credit losses incurred on loans in the event of a breach of contractual representations or warranties that is not remedied within a specified period (usually 60 days or less) after Fifth Third receives notice of the breach. Contracts for residential mortgage loan sales to the GSEs include various types of specific remedies and penalties that could be applied to inadequate responses to repurchase requests. If economic conditions and the housing market deteriorate or future investor repurchase demand and Fifth Third’s success at appealing repurchase requests differ from past experience, Fifth Third could have increased repurchase obligations and increased loss severity on repurchases, requiring material additions to the repurchase reserve.

Fifth Third is subject to extensive governmental regulation which could adversely impact Fifth Third or the businesses in which Fifth Third is engaged.
Government regulation and legislation subject Fifth Third and other financial institutions to restrictions, oversight and/or costs that may have an impact on Fifth Third’s business, financial condition, results of operations or the price of its common stock.

Fifth Third is subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of its operations and limit the businesses in which Fifth Third may engage. These laws and regulations may change from time to time and are primarily intended
35 Fifth Third Bancorp

for the protection of consumers, borrowers and depositors and are not designed to protect security-holders. The impact of any changes to laws and regulations or other actions by regulatory agencies may negatively impact Fifth Third or its ability to increase the value of its business. Additionally, actions by regulatory agencies or significant litigation against Fifth Third could cause it to devote significant time and resources to defending itself and may lead to penalties that materially affect Fifth Third and its shareholders. Future changes in the laws, including tax laws, or regulations or their interpretations or enforcement may also be materially adverse to Fifth Third and its shareholders or may require Fifth Third to expend significant time and resources to comply with such requirements.

Fifth Third expects that the Biden Administration will seek to implement a regulatory reform agenda that is significantly different than that of the Trump Administration. This reform agenda could include a heightened focus on the regulation of loan portfolios and credit concentrations to borrowers impacted by climate change, heightened scrutiny on Bank Secrecy Act and anti-money laundering requirements, topics related to social equity, executive compensation, and increased capital and liquidity, as well as limits on share buybacks and dividends. In addition, mergers and acquisitions could be dampened by increased antitrust scrutiny. Reform proposals are also expected for the short-term wholesale markets. It is too early to assess which, if any of these policies, would be implemented and what their impact would be.

Fifth Third cannot predict whether any pending or future legislation will be adopted or the substance and impact of any such new legislation on Fifth Third. Changes in regulation could affect Fifth Third in a substantial way and could have an adverse effect on its business, financial condition and results of operations. Additionally, legislation or regulatory reform could affect the behaviors of third parties that Fifth Third deals with in the course of business, such as rating agencies, insurance companies and investors. The extent to which Fifth Third can adjust its strategies to offset such adverse impacts also is not known at this time.

In addition, changes in laws or regulations that affect Fifth Third’s customers and business partners could negatively affect Fifth Third’s revenues and expenses. Certain changes in laws such as tax law reforms that impose limitations on the deductibility of interest may decrease the demand for Fifth Third’s products or services and could negatively affect its revenues and results of operations. Other changes in laws or regulations could cause Fifth Third’s third-party service providers and other vendors to increase the prices they charge to Fifth Third and negatively affect Fifth Third’s expenses and financial results.

Fifth Third could suffer from unauthorized use of intellectual property.
Fifth Third develops for itself, and licenses from others, intellectual property for use in conducting its business. This intellectual property has been, and may be, subject to misappropriation or infringement by third parties as well as claims that Fifth Third’s use of certain technology or other intellectual property infringes on rights owned by others. Fifth Third has been, and may be, subject to disputes and/or litigation concerning these claims and could be held responsible for significant damages covering past activities and substantial fees to continue to engage in these activities in the future. Fifth Third may also be unable to acquire rights to use certain intellectual property that is important for its business and may be unable to effectively engage in critical business activities. If Fifth Third is unable to protect or acquire rights to use intellectual property it owns or licenses, it may lose certain competitive advantages, incur expenses and/or lose revenue and may suffer harm to its business results and financial condition.

Fifth Third is subject to various regulatory requirements that may limit its operations and potential growth.
Under federal and state laws and regulations pertaining to the safety and soundness of insured depository institutions and their holding companies, the FRB, the FDIC, the CFPB and the OCC have the authority to compel or restrict certain actions by the Bancorp and the Bank. The Bancorp and the Bank are subject to such supervisory authority and, more generally, must, in certain instances, obtain prior regulatory approval before engaging in certain activities or corporate decisions. There can be no assurance that such approvals, if required, would be forthcoming or that such approvals would be granted in a timely manner. Failure to receive any such approval, if required, could limit or impair the Bancorp’s operations, restrict its growth, ability to compete, innovate or participate in industry consolidation and/or affect its dividend policy.
Such actions and activities that may be subject to prior approval include, but are not limited to, increasing dividends or other capital distributions by the Bancorp or the Bank, entering into a merger or acquisition transaction, acquiring or establishing new branches, and entering into certain new businesses.

Failure by the Bancorp or the Bank to meet the applicable eligibility requirements for FHC status (including capital and management requirements and that the Bank maintain at least a “Satisfactory” CRA rating) may result in restrictions on certain activities of the Bancorp, including the commencement of new activities and mergers with or acquisitions of other financial institutions and could ultimately result in the loss of financial holding company status.

Fifth Third and other financial institutions are subject to scrutiny from government authorities, including bank regulatory authorities, stemming from broader systemic regulatory concerns, including with respect to stress testing, liquidity and capital levels, asset quality, provisioning, AML/BSA, consumer compliance and other prudential matters and efforts to ensure that financial institutions take steps to improve their risk management and prevent future crises.

In this regard, government authorities, including the bank regulatory agencies and law enforcement, are also pursuing aggressive enforcement actions with respect to compliance and other legal matters involving financial activities, which heightens the risks associated with actual and perceived compliance failures and may also adversely affect Fifth Third’s ability to enter into certain transactions or engage in certain activities, or obtain necessary regulatory approvals in connection therewith. The government enforcement authority includes, among other
36 Fifth Third Bancorp

things, the ability to assess significant civil or criminal monetary penalties, fines, or restitution; to issue cease and desist or removal orders; and to initiate injunctive actions against banking organizations and institution-affiliated parties. These enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices.

In some cases, regulatory agencies may take supervisory actions that may not be publicly disclosed, which restrict or limit a financial institution. Finally, as part of Fifth Third’s regular examination process, the Bancorp and the Bank’s respective regulators may advise it and its banking subsidiary to operate under various restrictions as a prudential matter. Such supervisory actions or restrictions, if and in whatever manner imposed, could negatively affect Fifth Third’s ability to engage in new activities and certain transactions, as well as have a material adverse effect on Fifth Third’s business and results of operations and may not be publicly disclosed.

Fifth Third could face serious negative consequences if its third-party service providers, business partners or investments fail to comply with applicable laws, rules or regulations.
Fifth Third is expected to oversee the legal and regulatory compliance of its business endeavors, including those performed by third-party service providers, business partners, other vendors and certain companies in which Fifth Third has invested. Legal authorities and regulators could hold Fifth Third responsible for failures by these parties to comply with applicable laws, rules or regulations. These failures could expose Fifth Third to significant litigation or regulatory action that could limit its activities or impose significant fines or other financial losses. Additionally, Fifth Third could be subject to significant litigation from consumers or other parties harmed by these failures and could suffer significant losses of business and revenue, as well as reputational harm as a result of these failures.

31  Fifth Third Bancorp

As a regulated entity, the Bancorp is subject to certain capital requirements that may limit its operations, potential growth and potential growth.ability to pay or increase dividends on its common stock or to repurchase its capital stock.
As a BHC and an FHC, the Bancorp is subject to the comprehensive, consolidated supervision and regulation of the FRB, including risk-based and leverage capital requirements, investment practices, dividend policy and growth. The Bancorp must maintain certain risk-based and leverage capital ratios as required by the FRB which can change depending upon general economic conditions and the Bancorp’s particular condition, risk profile and growth plans. Compliance with the capital requirements, including leverage ratios, may limit operations that require the intensive use of capital and could adversely affect the Bancorp’s ability to expand or maintain present business levels.

Failure by the Bank to meet applicable capital requirements could subject it to a variety of enforcement actions available to the federal regulatory authorities. These include limitations on the ability of the Bancorp to pay dividends and/or repurchase shares, the issuance by the regulatory authority of a capital directive to increase capital, loss of FHC status and the termination of deposit insurance by the FDIC.

The Bancorp’s abilityIn response to pay orthe uncertainty caused by the COVID-19 pandemic, certain large BHCs, including the Bancorp, were not permitted to make share repurchases, subject to certain limited exceptions, during the third and fourth quarters of 2020, but were permitted to make dividend payments subject to certain limitations. For the first quarter of 2021, provided that a BHC does not increase dividends on its common stock or to repurchase its capital stock is restricted.
The Bancorp’s abilitydividends higher than the level paid in the second quarter of 2020, BHCs, including the Bancorp, are permitted to pay common dividends or repurchase stock is subjectand make share repurchases that, in the aggregate, do not exceed an amount equal to regulatory requirements and expectations. As partthe average of CCAR, the Bancorp’s capital plan is generally subjectfirm’s net income for the four preceding calendar quarters. BHCs may also make additional share repurchases up to the amount of share issuances related to expensed employee compensation. For further information on a subsequent event related to an annual assessment by the FRB, and the FRB may object to the Bancorp’s capital plan if the Bancorp does not demonstrate an ability to maintain capital above the minimum regulatory capital ratios under baseline and stressful conditions throughout a nine-quarter planning horizon. If the FRB objects to the Bancorp’s capital plan, it would be subject to limitations on its ability to make capital distributions, including paying dividends and repurchasing stock. For more information,accelerated share repurchase transaction, refer to Regulation and Supervision—Dividends.
Note 33 of the Notes to Consolidated Financial Statements.

Regulation of Fifth Third by the Commodity Futures Trading Commission (“CFTC”) imposes additional operational and compliance costs.
The CFTC and SEC are primarily responsible for regulation of the U.S. derivatives markets. While most of the provisions related to derivatives markets are now in effect, several additional requirements await final regulations from the relevant regulatory agencies for derivatives, including the CFTC and the SEC. As a result of this regulatory regime, the CFTC has a meaningful supervisory role with respect to some of Fifth Third’s businesses. In 2014, theThe Bank is provisionally registered as a swap dealer with the CFTC and becameis subject to certain requirements, including real time trade reporting and robust record keeping requirements, business conduct requirements (including daily valuations, disclosure of material risks associated with swaps and disclosure of material incentives and conflicts of interest) and mandatory clearing and exchange trading of certain swaps designated by the relevant regulatory agencies as required to be cleared. Fifth Third’s derivatives activity is also subject to the U.S. banking regulators’ margin and segregation requirements for uncleared swaps. These requirements collectively impose implementation and ongoing compliance burdens on Fifth Third and introduce additional legal risk, including as a result of antifraud and anti-manipulation provisions and private rights of action. These rules raise the costs and liquidity burden associated with Fifth Third’s derivatives activities and could have an adverse effect on its business, financial condition and results of operations. For more information, refer to Regulation and Supervision—Derivatives.
 
Deposit insurance premiums levied against the Bank may increase if the number of bank failures increase or the cost of resolving failed banks increases.
The FDIC maintains a DIFDeposit Insurance Fund (“DIF”) to protect insured depositors in the event of bank failures. The DIF is funded by fees assessed on insured depository institutions including the Bank. Future deposit premiums paid by the Bank depend on FDIC rules, which are subject to change, the level of the DIF and the magnitude and cost of future bank failures. The Bank may be required to pay significantly
37 Fifth Third Bancorp

higher FDIC premiums if market developments change such that the DIF balance is reduced or the FDIC changes its rules to require higher premiums.

If an orderly liquidation of a systemically important BHC or
non-bank
financial company were triggered, Fifth Third could face assessments for the Orderly Liquidation Fund.
Dodd-Frank created authority for the orderly liquidation of systemically important BHCs and
non-bank
financial companies and is based on the FDIC’s bank resolution model. The Secretary of the U.S. Treasury may trigger liquidation under this authority only after consultation with the President of the United States and after receiving a recommendation from the board of the FDIC and the FRB upon a
two-thirds
vote. Liquidation proceedings will be funded by the Orderly Liquidation Fund established under Dodd-Frank, which will borrow from the U.S. Treasury and impose risk-based assessments on covered financial companies. Risk-based assessments would be made, first, on entities that received more in the resolution than they would have received in the liquidation to the extent of such excess and second, if necessary, on, among others, bank holding companies with total consolidated assets of $50 billion or more, such as Fifth Third. Any such assessments may adversely affect Fifth Third’s business, financial condition or results of operations.

MARKET RISKS: INTEREST RATE RISKS AND PRICE RISKS

The replacement of LIBOR could adversely affect Fifth Third’s revenue or expenses and the value of those assets or obligations.
LIBOR and certain other “benchmarks” are the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms may cause such benchmarks to perform differently than in the past or have other consequences which cannot be predicted. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, publicly announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot be guaranteed after 2021. While there is no consensus on what rate or rates may become accepted alternatives to LIBOR, a group of large banks, the Alternative Reference Rate Committee (“ARRC”), selected and the Federal Reserve Bank of New York started in May 2018 to publish the Secured Overnight Finance Rate (“SOFR”) as an alternative to LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by Treasury securities, given the depth and robustness of the U.S. Treasury repurchase market. Furthermore, in 2018, the Bank of England has commenced publication of a reformed Sterling Overnight Index Average (“SONIA”), comprised of a broader set of overnight Sterling money market transactions, as of April 23, 2018.transactions. The SONIA has been recommended as the alternative to Sterling LIBOR by the Working Group on Sterling Risk-Free Reference Rates. At this time,In the United States, it is impossiblelikely that LIBOR-priced transactions and products will transfer to predict whether SOFRSOFR. On November 30, 2020, the FRB, OCC and SONIAFDIC issued a public statement that the administrator of LIBOR announced it will become accepted alternativesconsult on an extension of publication of certain U.S. Dollar LIBOR tenors until June 30, 2023, which would allow additional legacy USD LIBOR contracts to mature before the succession of LIBOR.
The administrator has not yet announced the results of its consultation.

32  Fifth Third Bancorp

The market transition away from LIBOR to an alternative reference rate, including SOFR or SONIA, is complex and could have a range of adverse effects onsubjects Fifth Third’s business,Third to financial, conditionlegal and results of operations.operational risks. In particular, any such transition could:
adversely affect the interest rates paid or received on, and the revenue and expenses associated with, the Bancorp’s floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
adversely affect the interest rates paid or received on, and the revenue and expenses associated with, the Bancorp’s floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
adversely affect the value of the Bancorp’s floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
adversely affect the value of the Bancorp’s floating rate obligations, loans, deposits, derivatives and other financial instruments tied to LIBOR rates, or other securities or financial arrangements given LIBOR’s role in determining market interest rates globally;
prompt inquiries or other actions from regulators in respect of the Bancorp’s preparation and readiness for the replacement of LIBOR with an alternative reference rate;
prompt inquiries or other actions from regulators in respect of the Bancorp’s preparation and readiness for the replacement of LIBOR with an alternative reference rate;
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and
result in certain LIBOR-based instruments such as the Bancorp's Series H, Series I and Series J preferred stock moving from floating-rate instruments to fixed-rate instruments if the fallback language is unable to be amended to adopt alternative rates;
require the transition to or development of appropriate systems and analytics to effectively transition the Bancorp’s risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark, such as SOFR or reformed SONIA.
result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in LIBOR-based securities; and
require the transition to or development of appropriate systems and analytics to effectively transition the Bancorp’s risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmark, such as SOFR or reformed SONIA.

The manner and impact of this transition, as well as the effect of these developments on Fifth Third’s funding costs, loan and investment and trading securities portfolios, asset-liability management, and business, is uncertain.

Weakness in the U.S. economy, including within Fifth Third’s geographic footprint, has adversely affected Fifth Third in the past and may adversely affect Fifth Third in the future.
If the strength of the U.S. economy in general or the strength of the local economies in which Fifth Third conducts operations declines, this could result in, among other things, a decreased demand for Fifth Third’s products and services, a deterioration in credit quality or a reduced demand for credit, including a resultant effect on Fifth Third’s loan portfolio and ALLL and in the receipt of lower proceeds from the sale of loans and foreclosed properties. These factors could result in higher delinquencies, greater charge-offs and increased losses in future periods, which could materially adversely affect Fifth Third’s financial condition and results of operations.


38 Fifth Third Bancorp

Financial disruption or a prolonged economic downturn could materially and adversely affect Fifth Third’s business.
Worldwide financial markets have recently experienced periods of extraordinary disruption and volatility, which has been exacerbated by the COVID-19 pandemic, resulting in heightened credit risk, reduced valuation of investments and decreased economic activity. Moreover, many companies have experienced reduced liquidity and uncertainty as to their ability to raise capital during such periods of market disruption and volatility. In the event that these conditions recur or result in a prolonged economic downturn, Fifth Third’s results of operations, financial position and/or liquidity could be materially and adversely affected. These market conditions may affect the Bancorp’s ability to access debt and equity capital markets. In addition, as a result of recent financial events, Fifth Third may face increased regulation. Many of the other risk factors discussed in this Risk Factors section identify risks that result from, or are exacerbated by, financial economic downturn. These include risks related to Fifth Third’s investments portfolio, the competitive environment and regulatory developments.

Global and domestic political, social and economic uncertainties and changes may adversely affect Fifth Third.
Global financial markets, including the United States, face political and economic uncertainties that may delay investment and hamper economic activity. International events such as trade disputes, separatist movements, leadership changes and political and military conflicts could adversely affect global financial activity and markets and could negatively affect the U.S. economy. Additionally, the FRB and other major central banks have begun the process of removing or reducing monetary accommodation, increasing the risk of recession and may also negatively impact asset values and credit spreads that were impacted by extraordinary monetary stimulus. These potential negative effects on financial markets and economic activity could lead to reduced revenues, increased costs, increased credit risks and volatile markets, and could negatively impact Fifth Third’s businesses, results of operations and financial condition.

Changes in interest rates could affect Fifth Third’s income and cash flows.flows.
Fifth Third’s income and cash flows depend to a great extent on the difference between the interest rates earned on interest-earning assets such as loans and investment securities and the interest rates paid on interest-bearing liabilities such as deposits and borrowings. These rates are highly sensitive to many factors that are beyond Fifth Third’s control, including general economic conditions in the U.S. or abroad and the policies of various governmental and regulatory agencies (in particular, the FRB). Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the prepayment speed of loans, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits or other sources of funding as well as customers’ ability to repay loans. The impact of these changes may be magnified if Fifth Third does not effectively manage the relative sensitivity of its assets and liabilities to changes in market interest rates. Fluctuations in these areas may adversely affect Fifth Third, its customers and its shareholders.
In addition, in response to the outbreak of the COVID-19 pandemic and its economic consequences, the FRB lowered its target for the federal funds rate to a range of 0% to 0.25%. As a result of the high percentage of Fifth Third’s assets and liabilities that are in the form of interest-bearing or interest-related instruments, this change in interest rates could adversely affect Fifth Third’s profitability. Moreover, such low rates increase the risk in the U.S. of a negative interest rate environment in which interest rates drop below zero, either broadly or for some types of instruments. For example, yields on one-month and three-month Treasuries briefly dropped below zero in March 2020. Such an occurrence would likely further reduce the interest Fifth Third earns on loans and other earning assets. Fifth Third cannot predict the nature or timing of future changes in monetary policies in response to the COVID-19 pandemic or the precise effects that they may have on Fifth Third’s activities and financial results.

Changes and trends in the capital markets may affect Fifth Third’s income and cash flows.
Fifth Third enters into and maintains trading and investment positions in the capital markets on its own behalf and manages investment positions on behalf of its customers. These investment positions include derivative financial instruments. The revenues and profits Fifth Third derives from managing proprietary and customer trading and investment positions are dependent on market prices. Market changes and trends may result in a decline in wealth and asset management revenue or investment or trading losses that may impact Fifth Third. Losses on behalf of its customers could expose Fifth Third to reputational issues, litigation, credit risks or loss of revenue from those clients and customers. Additionally, losses in Fifth Third’s trading and investment positions could lead to a loss with respect to those investments and may adversely affect Fifth Third’s income, cash flows and funding costs.

Fifth Third’s stock price is volatile.
Fifth Third’s stock price has been volatile in the past and several factors could cause the price to fluctuate substantially in the future. These factors include, without limitation:
actual or anticipated variations in earnings;
actual or anticipated variations in earnings;
changes in analysts’ recommendations or projections;
changes in analysts’ recommendations or projections;
Fifth Third’s announcements of developments related to its businesses;
Fifth Third’s announcements of developments related to its businesses;
operating and stock performance of other companies deemed to be peers;
operating and stock performance of other companies deemed to be peers;
actions by government regulators and changes in the regulatory regime;
actions by government regulators and changes in the regulatory regime;
new technology used or services offered by traditional and
non-traditional
competitors;
new technology used or services offered by traditional and non-traditional competitors;
news reports of trends, concerns and other issues related to the financial services industry;
news reports of trends, concerns and other issues related to the financial services industry;
U.S. and global economic conditions;
U.S. and global economic conditions;
natural disasters;
natural disasters;
geopolitical conditions such as acts or threats of terrorism, military conflicts and withdrawal from the EU by the U.K. or other EU members.
geopolitical conditions such as acts or threats of terrorism, military conflicts and withdrawal from the EU by EU member countries.

3339 Fifth Third Bancorp


The price for shares of Fifth Third’s common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to Fifth Third’s performance. General market price declines or market volatility in the future could adversely affect the price for shares of Fifth Third’s common stock and the current market price of such shares may not be indicative of future market prices.

Fifth Third’s mortgage banking net revenue can be volatile from quarter to quarter.
Fifth Third earns revenue from the fees it receives for originating mortgage loans and for servicing mortgage loans. When rates rise, the demand for mortgage loans tends to fall, reducing the revenue Fifth Third receives from loan originations. At the same time, revenue from mortgage servicing rights (“MSR”) can increase through increases in fair value. When rates fall, mortgage originations tend to increase and the value of MSRs tends to decline, also with some offsetting revenue effect. Even though the origination of mortgage loans can act as a “natural hedge,” the hedge is not perfect, either in amount or timing. For example, the negative effect on revenue from a decrease in the fair value of residential MSRs is immediate, but any offsetting revenue benefit from more originations and the MSRs relating to the new loans would accrue over time. It is also possible that even if interest rates were to fall, mortgage originations may also fall or any increase in mortgage originations may not be enough to offset the decrease in the MSRs value caused by the lower rates.

Fifth Third typically uses derivatives and other instruments to hedge its mortgage banking interest rate risk. Fifth Third generally does not hedge all of its risks and the fact that Fifth Third attempts to hedge any of the risks does not mean Fifth Third will be successful. Hedging is a complex process, requiring sophisticated models and constant monitoring. Fifth Third may use hedging instruments tied to U.S. Treasury rates, LIBOR or Eurodollars that may not perfectly correlate with the value or income being hedged. Fifth Third could incur significant losses from its hedging activities. There may be periods where Fifth Third elects not to use derivatives and other instruments to hedge mortgage banking interest rate risk.

LEGAL RISKS
Fifth Third and/or its affiliates are or may become involved from time to time in information-gathering requests, investigations and litigation, regulatory or other enforcement proceedings by various governmental regulatory agencies and law enforcement authorities, as well as self-regulatory agencies which may lead to adverse consequences.
Fifth Third and/or its affiliates are or may become involved from time to time in information-gathering requests, reviews, investigations and proceedings (both formal and informal) by governmental regulatory agencies and law enforcement authorities, as well as self-regulatory agencies, regarding their respective customers and businesses, as well as their sales practices, data security, product offerings, compensation practices and other compliance issues. Also, a violation of law or regulation by another financial institution may give rise to an inquiry or investigation by regulators or other authorities of the same or similar practices by Fifth Third. In addition, the complexity of the federal and state regulatory and enforcement regimes in the U.S. means that a single event or topic may give rise to numerous and overlapping investigations and regulatory proceedings.
Furthermore
, Fifth Third and certain of its directors and officers have been named from time to time as defendants in various class actions and other litigation relating to Fifth Third’s business and activities, as well as regulatory
or other enforcement proceedings. Past, present and future litigation have included or could include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Enforcement authorities may seek admissions of wrongdoing and, in some cases, criminal pleas as part of the resolutions of matters and any such resolution of a matter involving Fifth Third which could lead to increased exposure to private litigation, could adversely affect Fifth Third’s reputation and could result in limitations on Fifth Third’s ability to do business in certain jurisdictions.
Each of the matters described above may result in material adverse consequences, including without limitation, adverse judgments, settlements, fines, penalties, injunctions or other actions, amendments and/or restatements of Fifth Third’s SEC filings and/or financial statements, as applicable, and/or determinations of material weaknesses in its disclosure controls and procedures. In addition, responding to information-gathering requests, reviews, investigations and proceedings, regardless of the ultimate outcome of the matter, could be time-consuming and expensive.
Like other large financial institutions and companies, Fifth Third is also subject to risk from potential employee misconduct, including
non-compliance
with policies and improper use or disclosure of confidential information. Substantial legal liability or significant regulatory or other enforcement action against Fifth Third could materially adversely affect its business, financial condition or results of operations and/or cause significant reputational harm to its business. The outcome of lawsuits and regulatory proceedings may be difficult to predict or estimate. Although Fifth Third establishes accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, Fifth Third does not have accruals for all legal proceedings where it faces a risk of loss. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, amounts accrued may not represent the ultimate loss to Fifth Third from the legal proceedings in question. Thus, Fifth Third’s ultimate losses may be higher, and possibly significantly so, than the amounts accrued for legal loss contingencies, which could adversely affect Fifth Third’s results of operations.
In addition, there has been a trend of public settlements with governmental agencies that may adversely affect other financial institutions, to the extent such settlements are used as a template for future settlements. The uncertain regulatory enforcement environment makes it difficult to estimate probable losses, which can lead to substantial disparities between legal reserves and actual settlements or penalties.
For further information on specific legal and regulatory proceedings, refer to Note 20 of the Notes to Consolidated Financial Statements.
Fifth Third may be required to repurchase residential mortgage loans or reimburse investors and others as a result of breaches in contractual representations and warranties.
Fifth Third sells residential mortgage loans to various parties, including government-sponsored enterprises (“GSE”) and other financial institutions that purchase residential mortgage loans for investment or private label securitization. Fifth Third may be required to repurchase residential mortgage loans, indemnify the securitization trust, investor or insurer, or reimburse the securitization trust, investor or insurer for credit losses incurred on loans in the event of a breach of contractual representations or warranties that is not remedied within a specified period (usually 60 days or less) after Fifth Third receives notice of the breach.
34  Fifth Third Bancorp

Contracts for residential mortgage loan sales to the GSEs include various types of specific remedies and penalties that could be applied to inadequate responses to repurchase requests. If economic conditions and the housing market deteriorate or future investor repurchase demand and Fifth Third’s success at appealing repurchase requests differ from past experience, Fifth Third could have increased repurchase obligations and increased loss severity on repurchases, requiring material additions to the repurchase reserve.
STRATEGIC RISKS

If Fifth Third does not respond to intense competition and rapid changes in the financial services industry or otherwise adapt to changing customer preferences, its financial performance may suffer.
Fifth Third’s ability to deliver strong financial performance and returns on investment to shareholders will depend in part on its ability to expand the scope of available financial services to meet the needs and demands of its customers. In addition to the challenge of competing against other banks in attracting and retaining customers for traditional banking services, Fifth Third’s competitors also include securities dealers, brokers, mortgage bankers, investment advisors and specialty finance, telecommunications, technology and insurance companies as well as large retailers who seek to offer
one-stop
financial services in addition to other products and services desired by consumers that may include services that banks have not been able or allowed to offer to their customers in the past or may not be currently able or allowed to offer. Many of these other firms may be significantly larger than Fifth Third and may have access to customers and financial resources that are beyond Fifth Third’s capability. Fifth Third competes with these firms with respect to capital, access to capital, revenue generation, products, services, transaction execution, innovation, reputation, talent and price.

This increasingly competitive environment is primarily a result of changes in customer preferences, regulation, changes in technology and product delivery systems, as well as the accelerating pace of consolidation among financial service providers. Rapidly changing technology and consumer preferences may require Fifth Third to effectively implement new technology-driven products and services in order to compete and meet customer demands. Fifth Third may not be able to do so or be successful in marketing these products and services to its customers. As a result, Fifth Third’s ability to effectively compete to retain or acquire new business may be impaired, and its business, financial condition or results of operations, may be adversely affected.

Fifth Third may make strategic investments and may expand an existing line of business or enter into new lines of business to remain competitive. If Fifth Third’s chosen strategies are not appropriate to allow Fifth Third to effectively compete or Fifth Third does not execute them in an appropriate or timely manner, Fifth Third’s business and results may suffer. Additionally, these strategies, products and lines of business may bring with them unforeseeable or unforeseen risks and may not generate the expected results or returns, which could adversely affect Fifth Third’s results of operations or future growth prospects and cause Fifth Third to fail to meet its stated goals and expectations.

Changes in retail distribution strategies and consumer behavior may adversely impact Fifth Third’s investments in its bank premises and equipment and other assets and may lead to increased expenditures to change its retail distribution channel.
Fifth Third has significant investments in bank premises and equipment for its branch network including its 1,1491,134 full-service banking centers and 25 parcels of land59 locations held for the development of future banking centers of which 9 properties44 locations are developed or in the process of being developed as branches, as well as its retail work force and other branch banking assets.
Advances in technology such as
e-commerce,
telephone, internet and mobile banking, and
in-branch
self-service technologies including automatic teller machines and other equipment, as well as changing customer preferences for these other methods of accessing Fifth Third’s products and services, could affect the value of Fifth Third’s branch network or other retail distribution assets and may cause it to change its retail distribution strategy, close and/or sell certain branches or parcels of land held for development and restructure or reduce its remaining branches and work force. Further advances in technology and/or changes in customer preferences could have additional changes in Fifth Third’s retail distribution strategy and/or branch network. These actions could lead to losses on these assets or could adversely impact the carrying value of other long-lived assets and may lead to increased expenditures to renovate and reconfigure remaining branches or to otherwise reform its retail distribution channel.

40 Fifth Third Bancorp

Difficulties in identifying suitable opportunities or combining the operations of acquired entities or assets with Fifth Third’s own operations or assessing the effectiveness of businesses in which we makeFifth Third makes strategic investments or with which we enterFifth Third enters into strategic contractual relationships may prevent Fifth Third from achieving the expected benefits from these acquisitions, investments or relationships.
Inherent uncertainties exist when assessing, acquiring or integrating the operations of another business or investment or relationship opportunity. Fifth Third may not be able to fully achieve its strategic objectives and planned operating efficiencies relevant to an acquisition or strategic relationship. In addition, the markets and industries in which Fifth Third and its potential acquisition and investment targets operate are highly competitive. Acquisition or investment targets may lose customers or otherwise perform poorly or unprofitably, or in the case of an acquired business or strategic relationship, cause Fifth Third to lose customers or perform poorly or unprofitably. Future acquisition and investment activities and efforts to monitor newly acquired businesses or reap the benefits of a new strategic relationship may require Fifth Third to devote substantial time and resources and may cause these acquisitions, investments and relationships to be unprofitable or cause Fifth Third to be unable to pursue other business opportunities.

After completing an acquisition, Fifth Third may find that certain material information was not adequately disclosed during the due diligence process or that certain items were not accounted for properly in accordance with financial accounting and reporting standards. Fifth Third may also not realize the expected benefits of the acquisition due to lower financial results pertaining to the acquired entity or assets. For example, Fifth Third could experience higher charge-offs than originally anticipated related to the acquired loan portfolio. Additionally, acquired companies or businesses may increase Fifth Third’s risk of regulatory action or restrictions related to the operations of the acquired business.

Future acquisitions may dilute current shareholders’ ownership of Fifth Third and may cause Fifth Third to become more susceptible to adverse economic events.
Future business acquisitions could be material to Fifth Third and it may issue additional shares of stock to pay for those acquisitions, which would dilute current shareholders’ ownership interests. Acquisitions also could require Fifth Third to use substantial cash or other liquid assets or to incur debt. In those events, Fifth Third could become more susceptible to economic downturns, dislocations in capital markets and competitive pressures.

35  Fifth Third Bancorp

Fifth Third may sell or consider selling one or more of its businesses or investments. Should it determine to sell such a business or investment, it may not be able to generate gains on sale or related increase in shareholders’ equity commensurate with desirable levels. Moreover, if Fifth Third sold such businesses or investments, the loss of income could have an adverse effect on its earnings and future growth.
Fifth Third owns, or owns a minority stake in, as applicable, several
non-strategic
businesses, investments and other assets that are not significantly synergistic with its core financial services businesses or, in the future, may no longer be aligned with Fifth Third’s strategic plans or regulatory expectations. If Fifth Third were to sell one or more of its businesses or investments, it would be subject to market forces that may affect the timing or pricing of such sale or result in an unsuccessful sale. If Fifth Third were to complete the sale of any of its businesses, investments and/or interests in third parties, it would lose the income from the sold businesses and/or interests, including those accounted for under the equity method of accounting, and such loss of income could have an adverse effect on its future earnings and growth. Additionally, Fifth Third may encounter difficulties in separating the operations of any businesses it sells, which may affect its business or results of operations.

GENERAL BUSINESS RISKS

Changes in accounting standards or interpretations could impact Fifth Third’s reported earnings and financial condition.
The accounting standard setters, including the FASB, the SEC and other regulatory agencies, periodically change the financial accounting and reporting standards that govern the preparation of Fifth Third’s consolidated financial statements. For example, in June 2016, the FASB issued a new current expected credit loss rule, CECL, which will require banks to record, at the time of origination, credit losses expected throughout the life of the asset portfolio on loans and
held-to-maturity
securities, as opposed to the current practice of recording losses when it is probable that a loss event has occurred. For additional information, refer to Note 1 of the Notes to Consolidated Financial Statements. These changes can be hard to predict and can materially impact how Fifth Third records and reports its financial condition and results of operations. In some cases, Fifth Third could be required to apply a new or revised standard retroactively, which would result in the recasting of Fifth Third’s prior period financial statements.

Fifth Third uses models for business planning purposes that may not adequately predict future results.
Fifth Third uses financial models to aid in its planning for various purposes including its capital and liquidity needs and other purposes. The models used may not accurately account for all variables, may fail to predict outcomes accurately, and/or may overstate or understate certain effects. As a result of these potential failures, Fifth Third may not adequately prepare for future events and may suffer losses or other setbacks due to these failures.

Also, information Fifth Third provides to the public or to its regulators based on models could be inaccurate or misleading due to inadequate design or implementation, for example. Decisions that its regulators make, including those related to capital distributions to its shareholders, could be affected adversely due to the perception that the models used to generate the relevant information are unreliable or inadequate.


41 Fifth Third Bancorp

The preparation of financial statements requires Fifth Third to make subjective determinations and use estimates that may vary from actual results and materially impact its results of operations or financial position.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make significant estimates that affect the financial statements. If new information arises that results in a material change to a reserve amount, such a change could result in a change to previously announced financial results. Refer to the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operation for more information regarding management’s significant estimates.

Weather-related events, other natural disasters, or health emergencies may have an effect on the performance of Fifth Third’s loan portfolios, thereby adversely impacting its results of operations.
Fifth Third’s footprint stretches from the upper Midwestern to lower Southeastern regions of the United States and it has offices in many other areas of the country. Some of these regions have experienced weather events including hurricanes, tornadoes, fires and other natural disasters. The nature and level of these events and the impact of global climate change upon their frequency and severity cannot be predicted. If large scale events occur, they may significantly impact its loan portfolios by damaging properties pledged as collateral as well as impairing its borrowers’ ability to repay their loans.

Additionally, the impact of widespread health emergencies may adversely impact Fifth Third’s results of operations, such as the potential impact from the recent outbreak of the coronavirus, which originated in Wuhan, Hubei Province, China but has now spread to other countries.COVID-19 pandemic. If its borrowers are adversely affected or if the virus leadsdue to a widespread health emergency that impacts Fifth Third employees, vendors or economic growth generally, Fifth Third’s financial condition and results of operations could be adversely affected, despite having no direct operations in China.
affected.

Societal responses to climate change could adversely affect Fifth Third’s business and performance, including indirectly through impacts on Fifth Third’s customers.
Concerns over the long-term impacts of climate change have led and may continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns. Fifth Third and its customers will need to respond to new laws and regulations, as well as consumer and business preferences resulting from climate change concerns. Fifth Third and its customers may face cost increases, asset value reductions, operating process changes, and the like. The impact on Fifth Third’s customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Fifth Third could experience a drop in demand for Fifth Third’s products and services, particularly in certain sectors. In addition, Fifth Third could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Fifth Third’s efforts to take these risks into account in making lending and other decisions, including by increasing business relationships with climate-friendly companies, may not be effective in protecting Fifth Third from the negative impact of new laws and regulations or changes in consumer or business behavior.

Fifth Third is exposed to reputational risk.
Fifth Third’s actual or alleged conduct in activities, such as certain sales and lending practices, data security, corporate governance and acquisitions, inappropriate behavior or misconduct of employees, association with particular customers, business partners, investments or vendors, as well as developments from any of the other risks described above, may result in negative public opinion at large (or with certain segments of the public) and may damage Fifth Third’s reputation. Actions taken by government regulators, shareholder activists and community organizations may also damage Fifth Third’s reputation.
36  Fifth Third Bancorp

Additionally, whereas negative public opinion once was primarily driven by adverse news coverage in traditional media, the advent and expansion of social media facilitates the rapid dissemination of information or misinformation. Though Fifth Third monitors social media channels, the potential remains for rapid and widespread dissemination of inaccurate, misleading or false information or other negative information that could damage Fifth Third’s reputation. Negative public opinion can adversely affect Fifth Third’s ability to attract and keep customers and can increase the risk that it will be a target of litigation and regulatory action. Social activists are increasingly targeting financial firms with public criticism for their relationships with clients that are engaged in certain sensitive industries, including businesses whose products are or are perceived to be harmful to health, the environment or the social good. Activist criticism of Fifth Third’s relationships with clients in sensitive industries could potentially engender dissatisfaction among clients, customers, investors, politicians, the government and employees with how Fifth Third addresses social concerns through business activities which could negatively affect ourits business or reputation.

Furthermore, investors have begun to consider how corporations are addressing environmental, social and governance matters, commonly known as “ESG matters,” when making investment decisions. For example, certain investors are beginning to incorporate the business risks of climate change and the adequacy of companies’ responses to climate change and other ESG matters as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of Fifth Third’s common stock if investors determine that Fifth Third has not made sufficient progress on ESG matters.

Potential noncompliance with evolving federal and state laws governing cannabis-related businesses (CRBs) could subject usFifth Third to liabilities.
While 44a significant majority of states have legalized some form of marijuana, it remains a Class 1Schedule I controlled substance under federal law. Hemp is no longer classified as a Class 1Schedule I controlled substance under federal law; however, the regulatory scheme governing hemp has not been fully developed. Further, the “naked eye” cannot distinguish between legal hemp and illegal marijuana under federal law. There are a number of states where Fifth Third operates with laws permitting medicinal or recreational marijuana, which increases the probability of individuals or entities using bank products or services to sell, distribute, cultivate, manufacture or profit from marijuana. This, and the
42 Fifth Third Bancorp

divergence and continued changes in laws governing CRBs results in challenges to us to maintain compliance with them, particularly in connection with ourFifth Third's commercial and consumer lending and capital markets businesses. While we monitorFifth Third monitors regulatory developments in this area to avoid noncompliance, weFifth Third cannot assure you that weit will be at all times fully compliant with
CRB-related
laws, which could result in significant fines, penalties or other losses.
RISKS RELATED TO MERGER WITH MB FINANCIAL, INC.

The COVID-19 pandemic creates significant risks and uncertainties for Fifth Third’s business.
In March 2020, the World Health Organization declared novel coronavirus disease 2019 (COVID-19) a global pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels, all of which may become heightened concerns upon subsequent waves of infection or future developments. In addition, the pandemic resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in many states and communities, including those in major markets in which the Bancorp is located or does business.

As a result, the demand for the Bancorp’s products and services has been, and is expected to continue to be, significantly impacted. Furthermore, the pandemic could influence the recognition of credit losses in the Bancorp’s loan and lease portfolios and increase its allowance for credit losses as both businesses and consumers are negatively impacted by the economic downturn. In addition, governmental actions are meaningfully influencing the interest-rate environment, which could adversely affect the Bancorp’s results of operations and financial condition. The business operations of subsidiaries of the Bancorp, such as Fifth Third Bank, National Association, have been, and may also be disrupted in the future, if significant portions of their workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic, travel restrictions, technology limitations and/or disruptions. Furthermore, the business operations of subsidiaries of the Bancorp have been, and may again in the future be, disrupted due to vendors and third party service providers being unable to work or provide services effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. An increase in remote work force due to the COVID-19 pandemic and the potential for a long-term change in Fifth Third’s remote work strategy may also increase risks related to cybersecurity and information security.

In response to the pandemic, the Bancorp provided financial hardship relief to borrowers that were negatively impacted by the pandemic and its related economic impacts. These programs included payment deferrals and forbearances for both commercial and retail borrowers. The Bancorp also temporarily suspended initiating any new repossession actions on vehicles and temporarily suspended all residential foreclosure activity. These actions are expected to negatively impact revenue and other results of operations of the Bancorp in the near term and, if not effective in mitigating the effect of the COVID-19 pandemic on the Bancorp’s customers, may adversely affect the Bancorp’s business and results of operations more substantially over a longer period of time.

Among other relief programs, the Bancorp participated in the SBA’s Paycheck Protection Program in 2020. Paycheck Protection Program loans are fixed, unsecured, low interest rate loans that are guaranteed by the SBA and subject to numerous other regulatory requirements, and a borrower may apply to have all or a portion of the loan forgiven. If Paycheck Protection Program borrowers fail to realizequalify for loan forgiveness, the anticipated benefitsBancorp faces a heightened risk of holding these loans at unfavorable interest rates for an extended period of time. While the mergerPaycheck Protection Program loans are guaranteed by the SBA, various regulatory requirements will apply to the Bancorp’s ability to seek recourse under the guarantees, and related procedures are currently subject to uncertainty. If a borrower defaults on a Paycheck Protection Program loan, these requirements and uncertainties may face increased risks as a result of it.
Inherent uncertainties exist when assessing, acquiring, or integratinglimit the operations of another business or investment or relationship opportunity. Fifth Third may not be ableBancorp’s ability to fully achieverecover against the loan guarantee or to seek full recourse against the borrower. The extent to which the COVID-19 pandemic impacts the Bancorp’s business, results of operations, and financial condition, as well as its strategic objectivesregulatory capital and planned operating efficiencies in its acquisition of MB Financial, Inc. (“MB Financial”). Additionally, Fifth Third may face additional risks as a result of the acquisition.
The success of the merger, including anticipated benefits and cost savings,liquidity ratios, will depend on amongfuture developments, which are highly uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities and other things, Fifth Third’s abilitythird parties in response to continuethe pandemic. Even after the COVID-19 pandemic subsides, the U.S. economy will likely require some time to combinerecover from its effects, the businesseslength of which is unknown and during which time the U.S. may experience a recession. As a result, Fifth Third anticipates its business may be materially and MB Financialadversely affected during this recovery. Moreover, the effects of the COVID-19 pandemic may heighten many of the other risks described in a manner that permits growth opportunities,this Section 1A entitled “Risk Factors” and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, including, among other things, enhanced revenuesbut not limited to, risks of credit deterioration, interest rate changes, rating agency actions, governmental actions, market volatility, theft, fraud, security breaches and revenue synergies, an expanded market reach and operating efficiencies, and does not materially disrupt the existing customer relationships oftechnology interruptions.

43 Fifth Third or MB Financial or result in decreased revenues due to loss of customers. If Fifth Third is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected.Bancorp

Employee attrition could delay or disrupt the integration process. It is possible that the integration process could result in the disruption of Fifth Third’s or MB Financial’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect the ability of Fifth Third or MB Financial to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger.
Fifth Third may find that certain material information was not adequately disclosed during the due diligence process or that certain items were not accounted for properly in accordance with financial accounting and reporting standards. Fifth Third may also not realize the expected benefits of the acquisition and may face increased risks pertaining to the acquired entity or assets. For example, Fifth Third could experience greater credit risk and higher charge-offs than originally anticipated related to the acquired loan portfolio. Additionally, the acquisition may increase Fifth Third’s compliance and legal risks including increased litigation or regulatory actions such as fines or restrictions related to the business practices or operations of the acquired business.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no SEC staff comments regarding Fifth Third’s periodic or current reports under the Exchange Act that are pending resolution.

ITEM 2. PROPERTIES
The Bancorp’s executive offices and the main office of the Bank are located on Fountain Square Plaza in downtown Cincinnati, Ohio in a
32-story
office tower and a five-story office building with an attached parking garage and a separate
ten-story
office building known as the Fifth Third Center and the William S. Rowe Building and the 530 Building, respectively. The Bancorp’s main operations campus is located in Cincinnati, Ohio, and is comprised of a three-story building with an attached parking garage known as the George A. Schaefer, Jr. Operations Center, and a
two-story
building with surface parking known as the Madisonville Office Building. The Bank owns 100% of these buildings.

At December 31, 2019,2020, the Bancorp, through its banking and
non-banking
subsidiaries, operated 1,1491,134 banking centers, of which 811792 were owned, 233231 were leased and 105111 for which the buildings are owned but the land is leased. The banking centers are located in the states of Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia, North Carolina and NorthSouth Carolina. The Bancorp’s significant owned properties are owned free from mortgages and major encumbrances.

ITEM 3. LEGAL PROCEEDINGS
Refer to Note 20 of the Notes to Consolidated Financial Statements in Part II, Item 8 of this report for information regarding legal proceedings, which is incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
3744 Fifth Third Bancorp


INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Officers are appointed annually by the Board of Directors at the meeting of Directors immediately following the Annual Meeting of Shareholders. The names, ages and positions of the Executive Officers of the Bancorp as of March 2, 2020February 26, 2021 are
listed below along with their business experience during the past five years:

Greg D. Carmichael
, 58.59. Chairman of the Board since February 2018 and Chief Executive Officer of the Bancorp since November 2015 and President since September 2012.2015. Previously, Mr. Carmichael was President of the Bancorp from September 2012 to October 2020, Chief Operating Officer of the Bancorp from June 2006 to August 2015, Executive Vice President of the Bancorp from June 2006 to September 2012 and Chief Information Officer of the Bancorp from June 2003 to June 2006.

Lars C. Anderson
, 58.59. Executive Vice President and Vice Chairman of Commercial
Banking 
Strategic Growth Initiatives since January 2020. Previously, Mr. Anderson was Executive Vice President and Chief Operating Officer of the Bancorp from August 2015 to January 2020. Mr. Anderson was Vice Chairman of Comerica Incorporated and Comerica Bank from December 2010 to August 2015.

Kristine R. Garrett, 62, Executive Vice President and Head of Wealth & Asset Management since December 2010.November 2020. Previously she was Senior Vice President and Head of Wealth & Asset Management from July 2019 to November 2020 and Head of Fifth Third Private Bank from October 2017 until July 2019. Previously, she was President of Private Wealth in Chicago at CIBC U.S. from 2009 to 2017.

Howard Hammond, 55, Executive Vice President and Head of Consumer Bank since February 2021. Previously, he was Senior Vice President and Head of Retail Banking and Retail Brokerage from April 2020 through February 2021, Head of Retail and Brokerage Distribution from June 2019 through April 2020, and Head Managing Director of Fifth Third Securities from March 2006 through June 2019.

Mark D. Hazel
, 54.55. Senior Vice President and Controller of the Bancorp since February 2010. Prior to that, Mr. Hazel was the Assistant Bancorp Controller since 2006 and was the Controller of Nonbank entities since 2003.

Margaret B. Jula, 53, Executive Vice President and Chief Human Resource Officer since November 2020. Previously, Ms. Jula was Senior Vice President and Director of Business Controls for Human Capital from July 2014 to November 2020. Prior to that, she held various positions in Fifth Third’s human capital organization.

Kevin P. Lavender
, 58.59. Executive Vice President and Head of Commercial Banking of the Bancorp since January 2020. Mr. Lavender has been Executive Vice President of the Bank since 2016 and was the Head of Corporate Banking from 2016 to January 2020. Previously, Mr. Lavender was Senior Vice President and Managing Director of Large Corporate and Specialized Lending from January 2009 to 2016 and the Senior Vice President and Head of National Healthcare Lending from December 2005 to January 2009.

James C. Leonard
, 50.
51. Executive Vice President and Chief RiskFinancial Officer since JanuaryNovember 2020. Mr. Leonard has been an Executive Vice President of the Bancorp since September 2015 and2015. Previously, Mr. Leonard was theChief Risk Officer from February 2020 to November 2020, Treasurer of the Bancorp from October 2013 to January 2020. Previously, Mr. Leonard was2020, Senior Vice President from October 2013 to September 2015, the Director of Business Planning and Analysis from 2006 to 2013 and the Chief Financial Officer of the Commercial Banking Division from 2001 to 2006.

Philip R. McHugh
, 55. Executive Vice President of the Bancorp since December 2014, and Head of Regional Banking, Wealth and Asset Management, and Business Banking of the Bancorp since August 2018. Previously, Mr. McHugh was Executive Vice President of Fifth Third Bank since June 2011 and was Senior Vice President of Fifth Third Bank from June 2010 through June 2011. Prior to that, Mr. McHugh was the President and CEO of the Louisville Affiliate of Fifth Third Bank from January 2005 through June 2010.
Jude A. Schramm
, 47.48. Executive Vice President and Chief Information Officer since March 2018. Previously, Mr. Schramm served as Chief Information Officer for GE Aviation and held various positions at GE beginning in 2001.

Robert P. Shaffer
, 50.51. Executive Vice President and Chief Human ResourceRisk Officer since February 2017.November 2020. Previously, Mr. Shaffer was Chief Human Resource Officer from February 2017 to November 2020 and Chief Auditor from August 2007 to February 2017. He was named Executive Vice President in 2010 and Senior Vice President in 2004. Prior to that, he held various positions within Fifth Third’s audit division.

Timothy N. Spence
, 41.42. President since October 2020. Previously, Mr. Spence was Executive Vice President and Head of Consumer Bank, Payments, and Strategy of the Bancorp sincefrom August 2018. Previously, Mr. Spence was2018 to October 2020, Head of Payments, Strategy and Digital Solutions sincefrom 2017 to 2020, and Chief Strategy Officer of the Bancorp sincefrom September 2015. Previously, Mr. Spence was2015 to October 2020. He also previously served as a senior partner in the Financial Services practice at Oliver Wyman since 2006, a global strategy and risk management consulting firm.

Tayfun Tuzun
, 55.Richard L. Stein, 51, Executive Vice President and Chief FinancialCredit Officer since November 2020. Mr. Stein has been an Executive Vice President of the Bancorp since October 2013.April 2016. Previously, Mr. TuzunStein was Chief Credit Officer from March 2018 through November 2020, Head of the Commercial Bank from March 2016 through March 2018 and Senior Vice President and Treasurer of the BancorpChief Credit Officer from December 2011 to October 2013. Prior to that, Mr. Tuzun was the Assistant Treasurer and Balance Sheet Manager of Fifth Third Bancorp. Previously, Mr. Tuzun was the Structured Finance Manager since 2007.November 2014 through March 2016.

Susan B. Zaunbrecher
, 60.Melissa S. Stevens, 46, Executive Vice President and Chief Digital Officer and Head of Digital, Marketing, Design and Innovation since November 2020. Previously, Ms. Stevens served as Senior Vice President, Chief Digital Officer, and Head of Omnichannel Banking Experiences, Design, and Innovation from May 2016 through November 2020. Prior to joining Fifth Third, she served in several senior management positions at Citigroup, including Chief Operating Officer and Managing Director of Citi FinTech from November 2015 through April 2016.

45 Fifth Third Bancorp

Susan B. Zaunbrecher, 61. Executive Vice President and Chief Legal Officer and Corporate Secretary of the Bancorp since May 2018. Previously, Ms. Zaunbrecher was a partner at the law firm Dinsmore and Shohl LLP.
LLP, where she practiced for 28 years and served as the Chair of the Corporate Department and a member of the firm’s board of directors and executive committee.
3846 Fifth Third Bancorp

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Bancorp’s common stock is traded in the
over-the-counter
market and is listed under the symbol “FITB” on the NASDAQ
®
NASDAQ® Global Select Market System.

See a discussion of dividend limitations that the subsidiaries can pay to the Bancorp discussed in Note 4 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. Additionally, as of December 31, 2019,2020, the Bancorp had 37,87336,824 shareholders of record.
          
Issuer Purchases of Equity Securities
Issuer Purchases of Equity Securities
 Issuer Purchases of Equity Securities
 
           
Period
 
Total Number  
of Shares  
Purchased
(a)
  
    
Average Price Paid    
Per Share    
  
 
Total Number of Shares    
Purchased as Part of Publicly    
Announced Plans or    
Programs    
  
Maximum Number of    
Shares that May Yet be    
Purchased Under the Plans    
or Programs
(b)
    
 Period
Total Number
of Shares
Purchased(a)
Average Price Paid
Per Share
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or  
Programs
Maximum Number of
Shares that May Yet be
Purchased Under the Plans
or Programs
 
October 2019
  
9,243,819  
   
  $
29.53    
   
9,020,163    
   
77,586,469    
 
November 2019
  
141,014  
   
   
30.08    
   
-    
   
77,586,469    
 
December 2019
  
1,229,677  
   
   
28.94    
   
1,149,121    
   
76,437,348    
 
 
October 2020October 202044,736 $22.91 — 76,437,348 
November 2020November 2020129,978 25.27 — 76,437,348 
December 2020December 202097,521 26.80 — 76,437,348 
Total
  
10,614,510  
   
  $
                       29.47    
   
10,169,284    
   
76,437,348    
 Total272,235 $25.43 — 76,437,348 
 
(a)Shares repurchased during the fourth quarter of 2020 were in connection with various employee compensation plans of the Bancorp. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

(a)Includes 445,226 shares repurchased during the fourth quarter of 2019 in connection with various employee compensation plans of the Bancorp. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.
(b)During the second quarter of 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 transactions. The authorization does not include specific price targets or an expiration date. This share repurchase authorization replaces the Board’s previous authorization pursuant to which approximately 20 million shares remained available for repurchase by the Bancorp.
See further discussion on share repurchase transactions and stock-based compensation in Note 25 and Note 26 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.
3947 Fifth Third Bancorp


The following performance graphs do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bancorp specifically incorporates the performance graphs by reference therein.

Total Return Analysis
The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the years 2014 through 2019,five and 2009 through 2019,ten year periods ended December 31, 2020, respectively, compared to the S&P 500 Stock and the S&P Banks indices.

FIFTH THIRD BANCORP VS. MARKET INDICES
fitb-20201231_g2.jpg
fitb-20201231_g3.jpg
4048 Fifth Third Bancorp


fitb-20201231_g1.jpg
20192020 ANNUAL REPORT
FINANCIAL CONTENTS
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Financial Statements
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Notes to Consolidated Financial Statements
       
  
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125
    
162
 
  
126
    
164
 
  
128
    
166
 
  
130
    
170
 
  
138
    
172
 
  
138
    
174
 
  
139
    
178
 
  
141
    
179
 
  
141
    
180
 
  
142
    
189
 
  
145
    
190
 
  
147
    
192
 
  
152
    
196
 
  
152
     
           
  
197
     
  
198
     
  
206
     
  
207
     
Corporate Information
       
50
51
52
57
59
59
64
73
83
86
93
94
114
120
122
123
124
127
128
129
Financial Statements
131
132
133
134
136
Notes to Consolidated Financial Statements
137190
152194
153198
157201
158203
161205
163208
172210
173212
173216
175217
176218
177227
180228
182230
188233
189
234
235
243
244
Corporate Information
4149 Fifth Third Bancorp


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 Consolidated Financial Statements and the Notes to Consolidated Financial Statements.
ACL: Allowance for Credit Losses
IRC: Internal Revenue Code
AFS: Available For Sale
IRLC: Interest Rate Lock Commitment
ALCO:
ALCO: Asset Liability Management Committee
IRS: Internal Revenue Service
ALLL:
ALLL: Allowance for Loan and Lease Losses
AOCI:
Accumulated Other Comprehensive Income (Loss)
APR:
Annual Percentage Rate
ARM:
Adjustable Rate Mortgage
ASF:
Available Stable Funding
ASU:
Accounting Standards Update
ATM:
Automated Teller Machine
BCBS
: Basel Committee on Banking Supervision
BHC:
Bank Holding Company
BOLI:
Bank Owned Life Insurance
BPO:
Broker Price Opinion
bps:
Basis Points
CCAR:
Comprehensive Capital Analysis and Review
CDC:
Fifth Third Community Development Corporation
CECL:
Current Expected Credit Loss
CET1:
Common Equity Tier 1
CFPB:
United States Consumer Financial Protection Bureau
C&I:
Commercial and Industrial
DCF:
Discounted Cash Flow
DTCC:
Depository Trust & Clearing Corporation
DTI:
Debt-to-Income
Ratio
ERM:
Enterprise Risk Management
ERMC:
Enterprise Risk Management Committee
EVE:
Economic Value of Equity
FASB:
Financial Accounting Standards Board
FDIC:
Federal Deposit Insurance Corporation
FHA:
Federal Housing Administration
FHLB:
Federal Home Loan Bank
FHLMC:
Federal Home Loan Mortgage Corporation
FICO:
Fair Isaac Corporation (credit rating)
FINRA:
Financial Industry Regulatory Authority
FNMA:
Federal National Mortgage Association
FOMC:
Federal Open Market Committee
FRB:
Federal Reserve Bank
FTE:
Fully Taxable Equivalent
FTP:
Funds Transfer Pricing
FTS:
Fifth Third Securities
GNMA:
Government National Mortgage Association
GSE:
United States Government Sponsored Enterprise
HQLA:
High Quality Liquid Assets
IPO:
Initial Public Offering
IRC:
Internal Revenue Code
IRLC:
Interest Rate Lock Commitment
IRS:
Internal Revenue Service
ISDA:
ISDA: International Swaps and Derivatives Association, Inc.
AOCI: Accumulated Other Comprehensive Income (Loss)
LCR:
Liquidity Coverage Ratio
LIBOR:
LIBOR: London Interbank Offered Rate
APR: Annual Percentage Rate
LIHTC:
LIHTC: Low-Income
Housing Tax Credit
ARM: Adjustable Rate Mortgage
LLC:
LLC: Limited Liability Company
ASC: Accounting Standards Codification
LTV: Loan-to-Value Ratio
LTV:ASU: Accounting Standards Update
Loan-to-Value
Ratio
MD&A:
&A: Management’s Discussion and Analysis of Financial
ATM: Automated Teller Machine
Condition and Results of Operations
BHC: Bank Holding Company
MSR:
MSR: Mortgage Servicing Right
BOLI: Bank Owned Life Insurance
N/A:
A: Not Applicable
bps: Basis Points
NAV:
NAV: Net Asset Value
CARES: Coronavirus Aid, Relief and Economic Security
NII:
NII: Net Interest Income
CCAR: Comprehensive Capital Analysis and Review
NM:
NM: Not Meaningful
CDC: Fifth Third Community Development Corporation
NPR:
Notice of Proposed Rulemaking
NSFR:
Net Stable Funding Ratio
OAS:
OAS: Option-Adjusted Spread
CECL: Current Expected Credit Loss
OCC:
OCC: Office of the Comptroller of the Currency
CET1: Common Equity Tier 1
OCI:
OCI: Other Comprehensive Income (Loss)
CFPB: United States Consumer Financial Protection Bureau
OREO:
OREO: Other Real Estate Owned
C&I: Commercial and Industrial
OTTI:
OTTI: Other-Than-Temporary Impairment
DCF: Discounted Cash Flow
PCI:
PCI: Purchase Credit Impaired
DTCC: Depository Trust & Clearing Corporation
PCD: Purchased Credit Deteriorated
PSA:DTI: Debt-to-Income Ratio
PPP: Paycheck Protection Program
ERM: Enterprise Risk Management
PSA: Performance Share Award
ERMC: Enterprise Risk Management Committee
RCC:
RCC: Risk Compliance Committee
EVE: Economic Value of Equity
ROU: Right-of-Use
ROU:FASB: Financial Accounting Standards Board
Right-of-Use
RSA:
RSA: Restricted Stock Award
FDIC: Federal Deposit Insurance Corporation
RSF:
Required Stable Funding
RSU:
RSU: Restricted Stock Unit
FHA: Federal Housing Administration
SAR:
SAR: Stock Appreciation Right
FHLB: Federal Home Loan Bank
SBA:
SBA: Small Business Administration
FHLMC: Federal Home Loan Mortgage Corporation
SEC:
SEC: United States Securities and Exchange Commission
FICO: Fair Isaac Corporation (credit rating)
SOFR:
SOFR: Secured Overnight Financing Rate
FINRA: Financial Industry Regulatory Authority
TBA:
TBA: To Be Announced
FNMA: Federal National Mortgage Association
TCJA:
Tax Cuts and Jobs Act
TDR:
TDR: Troubled Debt Restructuring
FOMC: Federal Open Market Committee
TILA:
TILA: Truth in Lending Act
FRB: Federal Reserve Bank
TRA:
TRA: Tax Receivable Agreement
FTE: Fully Taxable Equivalent
TruPS:
TruPS: Trust Preferred Securities
FTP: Funds Transfer Pricing
U.S.:
United States of America
FTS: Fifth Third Securities
USD: United States Dollar
GDP: Gross Domestic Product
U.S. GAAP:
GAAP: United States Generally Accepted Accounting
GNMA: Government National Mortgage Association
Principles
GSE: United States Government Sponsored Enterprise
VA:
VA: United States Department of Veterans Affairs
HTM: Held-To-Maturity
VIE:
VIE: Variable Interest Entity
IPO: Initial Public Offering
VRDN:
VRDN: Variable Rate Demand Note
4250 Fifth Third Bancorp


SELECTED FINANCIAL DATA
ITEM 6. SELECTED FINANCIAL DATA
As of and for the years ended December 31 ($ in millions, except for per share data)
 
      2019    
  
        2018    
  
    2017    
  
    2016    
  
    2015        
 As of and for the years ended December 31 ($ in millions, except for per share data)20202019201820172016
Income Statement Data
               Income Statement Data
Net interest income (U.S. GAAP)
 $
4,797
   
4,140
   
3,798 
   
3,615 
   
3,533    
 Net interest income (U.S. GAAP)$4,7824,797 4,140 3,798 3,615 
Net interest income (FTE)
(a)(b)
  
4,814
   
4,156
   
3,824 
   
3,640 
   
3,554    
 
Net interest income (FTE)(a)(b)
4,7954,814 4,156 3,824 3,640 
Noninterest income
  
3,536
   
2,790
   
3,224 
   
2,696 
   
3,003    
 Noninterest income2,8303,536 2,790 3,224 2,696 
Total revenue
(a)
  
8,350
   
6,946
   
7,048 
   
6,336 
   
6,557    
 
Total revenue (FTE)(a)(b)
Total revenue (FTE)(a)(b)
7,6258,350 6,946 7,048 6,336 
Provision for credit losses
(c)
  
471
   
207
   
261 
   
366 
   
400    
 
Provision for credit losses(c)
1,097471 207 261 366 
Noninterest expense
  
4,660
   
3,958
   
3,782 
   
3,737 
   
3,643    
 Noninterest expense4,7184,660 3,958 3,782 3,737 
Net income attributable to Bancorp
  
2,512
   
2,193
   
2,180 
   
1,547 
   
1,685    
 
Net incomeNet income1,4272,512 2,193 2,180 1,543 
Net income available to common shareholders
  
2,419
   
2,118
   
2,105 
   
1,472 
   
1,610    
 Net income available to common shareholders1,3232,419 2,118 2,105 1,472 
Common Share Data
               Common Share Data
Earnings per share - basic
 $
3.38
   
3.11
   
2.86 
   
1.92 
   
2.00    
 Earnings per share - basic$1.843.38 3.11 2.86 1.92 
Earnings per share - diluted
  
3.33
   
3.06
   
2.81 
   
1.91 
   
1.97    
 Earnings per share - diluted1.833.33 3.06 2.81 1.91 
Cash dividends declared per common share
  
0.94
   
0.74
   
0.60 
   
0.53 
   
0.52    
 Cash dividends declared per common share1.080.94 0.74 0.60 0.53 
Book value per share
  
27.41
   
23.07
   
21.43 
   
19.62 
   
18.31    
 Book value per share29.4627.41 23.07 21.43 19.62 
Market value per share
  
30.74
   
23.53
   
30.34 
   
26.97 
   
20.10    
 Market value per share27.5730.74 23.53 30.34 26.97 
Financial Ratios
               Financial Ratios
Return on average assets
  
1.53
  %  
1.54
   
1.55 
   
1.09 
   
1.20    
 Return on average assets0.73 %1.53 1.54 1.55 1.09 
Return on average common equity
  
13.1
   
14.5
   
13.9 
   
9.7 
   
11.2    
 Return on average common equity6.413.1 14.5 13.9 9.7 
Return on average tangible common equity (including AOCI)
(b)
  
17.1
   
17.5
   
16.6 
   
11.6 
   
13.5    
 
Return on average tangible common equity (excluding AOCI)
(b)
  
18.2
   
16.7
   
16.9 
   
12.2 
   
13.9    
 
Return on average tangible common equity(b)
Return on average tangible common equity(b)
8.417.1 17.5 16.6 11.6 
Dividend payout
  
27.8
   
23.8
   
21.0 
   
27.6 
   
26.0    
 Dividend payout58.727.8 23.8 21.0 27.6 
Average total Bancorp shareholders’ equity as a percent of average assets
  
12.14
   
11.23
   
11.69 
   
11.57 
   
11.24    
 Average total Bancorp shareholders’ equity as a percent of average assets11.6112.14 11.23 11.69 11.57 
Tangible common equity as a percent of tangible assets (excluding AOCI)
(b)
  
8.44
   
8.71
   
8.83 
   
8.77 
   
8.50    
 
Tangible common equity as a percent of tangible assets (excluding AOCI)(b)
7.118.44 8.71 8.83 8.77 
Net interest margin
(a)(b)
  
3.31
   
3.22
   
3.03 
   
2.88 
   
2.88    
 
Net interest margin(a)(b)
2.783.31 3.22 3.03 2.88 
Net interest rate spread
(a)(b)
  
2.92
   
2.87
   
2.76 
   
2.66 
   
2.69    
 
Net interest rate spread(a)(b)
2.572.92 2.87 2.76 2.66 
Efficiency
(a)(b)
  
55.8
   
57.0
   
53.7 
   
59.0 
   
55.6    
 
Efficiency(a)(b)
61.955.8 57.0 53.7 59.0 
Credit Quality
               Credit Quality
Net losses
charged-off
 $
369
   
330
   
298 
   
362 
   
446    
 Net losses charged-off$471369 330 298 362 
Net losses
charged-off
as a percent of average portfolio loans and leases
  
0.35
  %  
0.35
   
0.32 
   
0.39 
   
0.48    
 Net losses charged-off as a percent of average portfolio loans and leases0.42 %0.35 0.35 0.32 0.39 
ALLL as a percent of portfolio loans and leases
  
1.10
   
1.16
   
1.30 
   
1.36 
   
1.37    
 ALLL as a percent of portfolio loans and leases2.251.10 1.16 1.30 1.36 
Allowance for credit losses as a percent of portfolio loans and leases
(d)
  
1.23
   
1.30
   
1.48 
   
1.54 
   
1.52    
 
ACL as a percent of portfolio loans and leases(d)
ACL as a percent of portfolio loans and leases(d)
2.411.23 1.30 1.48 1.54 
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO
  
0.62
   
0.41
   
0.53 
   
0.80 
   
0.70    
 Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO0.790.62 0.41 0.53 0.80 
Average Balances
               Average Balances
Loans and leases, including held for sale
 $
107,794
   
93,876
   
92,731 
   
94,320 
   
93,339    
 Loans and leases, including held for sale$114,411107,794 93,876 92,731 94,320 
Securities and other short-term investments
  
37,610
   
35,029
   
33,562 
   
31,965 
   
30,245    
 Securities and other short-term investments58,27737,610 35,029 33,562 31,965 
Assets
  
        163,936
   
142,183
   
140,527 
   
142,173 
   
139,999    
 
Total assetsTotal assets194,230163,936 142,183 140,527 142,173 
Transaction deposits
(e)
  
111,130
   
97,914
   
96,052 
   
95,371 
   
95,244    
 
Transaction deposits(e)
140,505111,130 97,914 96,052 95,371 
Core deposits
(f)
  
116,600
   
102,020
   
99,823 
   
99,381 
   
99,295    
 
Core deposits(f)
144,623116,600 102,020 99,823 99,381 
Wholesale funding
(g)
  
22,451
   
20,573
   
20,360 
   
21,813 
   
20,210    
 
Wholesale funding(g)
21,50622,451 20,573 20,360 21,813 
Bancorp shareholders’ equity
  
19,902
   
15,970
   
16,424 
   
16,453 
   
15,742    
 Bancorp shareholders’ equity22,55519,902 15,970 16,424 16,453 
Regulatory Capital Ratios
               
CET1 capital
(h)
  
9.75
  %  
10.24
   
10.61 
   
10.39 
   
9.82    
 
Tier I risk-based capital
(h)
  
10.99
   
11.32
   
11.74 
   
11.50 
   
10.93    
 
Total risk-based capital
(h)
  
13.84
   
14.48
   
15.16 
   
15.02 
   
14.13    
 
Regulatory Capital(h)
Regulatory Capital(h)
CET1 capitalCET1 capital10.34 %9.75 10.24 10.61 10.39 
Tier I risk-based capitalTier I risk-based capital11.8310.99 11.32 11.74 11.50 
Total risk-based capitalTotal risk-based capital15.0813.84 14.48 15.16 15.02 
Tier I leverage
  
9.54
   
9.72
   
10.01 
   
9.90 
   
9.54    
 Tier I leverage8.499.54 9.72 10.01 9.90 
(a)Amounts presented on an FTE basis. The FTE adjustment for the years ended December 31, 2020, 2019, 2018, 2017, and 2016 was $13, $17, $16, $26 and $25, respectively.
(b)These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.
(c)The provision for credit losses is the sum of the provision for loan and lease losses and the provision for (benefit from) the reserve for unfunded commitments.
(d)The ACL is the sum of the ALLL and the reserve for unfunded commitments.
(e)Includes demand deposits, interest checking deposits, savings deposits, money market deposits and foreign office deposits.
(a)
Amounts presented on an FTE basis. The FTE adjustment for the years ended
December 31, 2019
, 2018, 2017, 2016 and 2015 was
$17
, $16, $26, $25 and $21, respectively.
(f)Includes transaction deposits and other time deposits.
(g)Includes certificates $100,000 and over, other deposits, federal funds purchased, other short-term borrowings and long-term debt.
(b)
These are
non-GAAP
measures. For further information, refer to the
Non-GAAP
Financial Measures section of MD&A.
(c)The provision for credit losses is the sum of the provision for loan and lease losses and the provision for (benefit from) the reserve for unfunded commitments.
(d)The allowance for credit losses is the sum of the ALLL and the reserve for unfunded commitments.
(e)Includes demand deposits, interest checking deposits, savings deposits, money market deposits and foreign office deposits.
(f)Includes transaction deposits and other time deposits.
(g)Includes certificates $100,000 and over, other deposits, federal funds purchased, other short-term borrowings and long-term debt.
(h)
Under the U.S. banking agencies’ Basel III Final Rule, assets and credit equivalent amounts of
off-balance
sheet exposures are calculated according to the standardized approach for risk-weighted assets. The resulting values are added together in the Bancorp’s total risk-weighted assets.
(h)Regulatory capital ratios as of December 31, 2020 are calculated pursuant to the five-year transition provision option to phase in the effects of CECL on regulatory capital.
4351 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

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 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
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. 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 Annual Report on Form
10-K.
The abbreviations and acronyms identified therein are used throughout this MD&A, as well as the Consolidated Financial Statements and Notes to 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 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 the year ended December 31, 2019,2020, net interest income on an FTE basis and noninterest income provided 58%63% and 42%37% of total revenue, respectively. 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 Consolidated Financial Statements.Statements for the year ended December 31, 2020. 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, assessment, management,measurement, monitoring, control and independent governance reporting of risk 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 corporate banking revenue, service charges on deposits, commercial banking revenue, wealth and asset management revenue, card and processing revenue, mortgage banking net revenue, leasing business revenue, other noninterest income and net securities gains or losses and other noninterest income.losses. Noninterest expense includes personnel costs,compensation and benefits, technology and communicationcommunications costs, net occupancy expense, leasing business expense, equipment expense, card and processing expense, equipmentmarketing expense and other noninterest expense.

COVID-19 Global Pandemic
The COVID-19 pandemic has introduced significant economic uncertainty during the year ended December 31, 2020. To address concerns that COVID-19 may overwhelm the health care system, states across the U.S. declared lockdowns that restricted social gatherings and ordered temporary closures of businesses deemed non-essential. Despite the partial lifting of these measures in some of the states in the Bancorp’s geographic footprint, the recent fluctuations in the number of COVID-19 cases mean that it remains unknown when there will be a return to normal economic activity. During the year ended December 31, 2020, the Bancorp observed the impact of the pandemic on its business. The decline of asset prices, reduction in interest rates, widening of credit spreads, borrower and counterparty credit deterioration and market volatility had the most immediate negative impacts on current performance. Although the Bancorp is unable to estimate the extent of the impact, the continuing pandemic and related global economic crisis will adversely impact its future operating results.

As the cases of COVID-19 continued to rise, the disruption in the financial markets led the FRB to enact unprecedented policies to offset forced liquidations and restore liquidity in the financial markets. The FRB cut rates to the zero lower bound, announced unlimited purchases of treasuries along with agency mortgage-backed securities and commercial mortgage-backed securities, and established several facilities designed to support the smooth functioning of credit markets.
Acquisition of MB Financial, Inc.
On March 22, 2019, Fifth Third Bancorp completed its acquisition of MB Financial, Inc. in a stock and cash transaction valued at approximately $3.6 billion. MB Financial, Inc. was headquartered in Chicago, Illinois with reported assets of approximately $20 billion and 86 branches (91 locations) as of December 31, 2018 and was the holding company of MB Financial Bank, N.A. The acquisition resulted in a combined company with a larger Chicago market presence and core deposit funding base while also building scale in a strategically important market.
Under the terms of the agreement, the Bancorp acquired 100% of the common stock of MB Financial, Inc. In exchange, common shareholders of MB Financial, Inc. received 1.45 shares of Fifth Third Bancorp common stock and $5.54 in cash for each share of MB Financial, Inc. common stock, for a total value per share of $42.49, based on the $25.48 closing price of Fifth Third Bancorp’s common stock on March 21, 2019. Upon closing of the transaction, MB Financial, Inc. became a subsidiary of the Bancorp. However, MB Financial, Inc.’s 6.00%
non-cumulative
Series C perpetual preferred stock with a fair value of $197 million remained outstanding and was recognized as a noncontrolling interest on the Consolidated Balance Sheets. Through its ownership of all of the common stock, the Bancorp controlled 95% of the voting equity interests in MB Financial, Inc. with the remainder attributable to the preferred shareholders’ noncontrolling interest.
On June 24, 2019, MB Financial, Inc. entered into an Agreement and Plan of Merger with the Bancorp to provide for the merger of MB Financial, Inc. with and into the Bancorp, with the Bancorp as the surviving corporation. A special meeting of MB Financial, Inc.’s stockholders was held on August 23, 2019 at which the holders of MB Financial, Inc.’s common stock and preferred stock, voting together as a single class, approved the merger. In the merger, each outstanding share of MB Financial, Inc.’s preferred stock was converted into the right to receive one share of a newly created series of preferred stock of the Bancorp having substantially the same terms as the MB Financial, Inc. preferred stock. See the Preferred Stock Transactions section for additional information.
The acquisition of MB Financial, Inc. constituted a business combination and was accounted for under the acquisition method of accounting. Accordingly, the assets acquired, liabilities assumed and noncontrolling interest recognized were recorded at their estimated fair values as of the acquisition date. These fair value estimates are considered preliminary as of December 31, 2019. Fair value estimates, including loans and leases, intangible assets, bank premises and equipment, certain
tax-related
matters and goodwill, are subject to change for up to one year after the acquisition date as additional information becomes available.
4452 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Government Response to the COVID-19 Pandemic
Congress, the FRB and the other U.S. state and federal financial regulatory agencies have taken actions to mitigate disruptions to economic activity and financial stability resulting from the COVID-19 pandemic. The descriptions below summarize certain significant government actions taken in response to the COVID-19 pandemic. The descriptions are qualified in their entirety by reference to the particular statutory or regulatory provisions or government programs summarized.

The CARES Act
The Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law on March 27, 2020 and has subsequently been amended several times, including by the Consolidated Appropriations Act, 2021. Among other provisions, the CARES Act includes funding for the SBA to expand lending, relief from certain U.S. GAAP requirements to allow COVID-19-related loan modifications to not be categorized as TDRs and a range of incentives to encourage deferment, forbearance or modification of consumer credit and mortgage contracts. One of the key CARES Act programs is the Paycheck Protection Program, which has temporarily expanded the SBA’s business loan guarantee program. Paycheck Protection Program loans are available to a broader range of entities than ordinary SBA loans, require deferral of principal and interest repayment, and the loan may be forgiven if the borrower demonstrates that the loan proceeds were used for qualified payroll costs and certain other expenses. The Paycheck Protection Program was expanded to permit a second round of funding, including for certain borrowers who have already received a PPP loan, subject to certain conditions.

The CARES Act contains additional protections for homeowners and renters of properties with federally-backed mortgages, including a 60-day moratorium on the initiation of foreclosure proceedings beginning on March 18, 2020 and a 120-day moratorium on initiating eviction proceedings effective March 27, 2020. Borrowers of federally-backed mortgages have the right under the CARES Act to request up to 360 days of forbearance on their mortgage payments if they experience financial hardship directly or indirectly due to the COVID-19 public health emergency. The Federal Housing Administration, Fannie Mae and Freddie Mac have independently extended their moratorium on foreclosures and evictions for single-family federally backed mortgages until at least June 30, 2021.

Also pursuant to the CARES Act, the U.S. Treasury has the authority to provide loans, guarantees and other investments in support of eligible businesses, states and municipalities affected by the economic effects of COVID-19. Some of these funds have been used to support several FRB programs and facilities described below or additional programs or facilities that are established by its authority under Section 13(3) of the Federal Reserve Act which meet certain criteria.

FRB Actions
The FRB has taken a range of actions to support the flow of credit to households and businesses. For example, on March 15, 2020, the FRB reduced the target range for the federal funds rate to 0 to 0.25% and announced that it would increase its holdings of U.S. Treasury securities and agency mortgage-backed securities and begin purchasing agency commercial mortgage-backed securities. The FRB has also encouraged depository institutions to borrow from the discount window and has lowered the primary credit rate for such borrowing by 150 basis points while extending the term of such loans up to 90 days. Reserve requirements have been reduced to zero as of March 26, 2020.

In addition, the FRB established a range of facilities and programs to support the U.S. economy and U.S. marketplace participants in response to economic disruptions associated with COVID-19. Through these facilities and programs, the FRB, relying on its authority under Section 13(3) of the Federal Reserve Act, has taken steps to directly or indirectly purchase assets from, or make loans to, U.S. companies, financial institutions, municipalities and other market participants.

FRB facilities and programs that expired as of December 31, 2020 included:
Main Street New Loan Facility, a Main Street Priority Loan Facility, and a Main Street Expanded Loan Facility to purchase loan participations, under specified conditions, from banks lending to small and medium U.S. businesses;
Primary Market Corporate Credit Facility to purchase corporate bonds directly from, or make loans directly to, eligible participants;
Secondary Market Corporate Credit Facility to purchase corporate bonds trading in secondary markets, including from exchange-traded funds, that were issued by eligible participants;
Term Asset-Backed Securities Loan Facility to make loans secured by asset-backed securities; and
Municipal Liquidity Facility to purchase bonds directly from U.S. state, city and county issuers.

FRB facilities and programs that remain active include:
Paycheck Protection Program Liquidity Facility to provide financing related to Paycheck Protection Program loans made by banks;
Primary Dealer Credit Facility to provide liquidity to primary dealers through a secured lending facility;
Commercial Paper Funding Facility to purchase the commercial paper of certain U.S. issuers; and
Money Market Mutual Fund Liquidity Facility to purchase certain assets from, or make loans to, financial institutions providing financing to eligible money market mutual funds.

For commercial and consumer customers, Fifth Third has provided a host of relief options, including loan covenant relief, loan maturity extensions, payment deferrals, forbearances and fee waivers.

Bank Merger
On May 3, 2019 MB Financial Bank, N.A. merged with and into53 Fifth Third Bank (now Fifth Third Bank, National Association), with Fifth Third Bank, National Association as the surviving entity. Fifth Third Bank, National Association is an indirect subsidiaryBancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Worldpay Holding, LLC and Worldpay, Inc. Transactions
Paycheck Protection Program
On March 18, 2019,As previously discussed, the Bancorp exchanged its remaining 10,252,826 Class B Unitsis participating in the SBA’s Paycheck Protection Program which was created by the CARES Act on March 27, 2020. As of Worldpay Holding, LLC for 10,252,826 shares of Class A common stock of Worldpay, Inc., and subsequently sold those shares. As a result of this transaction,December 31, 2020, the Bancorp recognizedheld approximately 24,000 loans with a gaincarrying amount of $562 million in other noninterest income during$4.8 billion under the first quarter of 2019. Asprogram.

For further discussion on Fifth Third’s hardship relief programs as a result of the sale, the Bancorp no longer beneficially owns any of Worldpay, Inc.’s equity securities.
During the fourth quarter of 2019, the Bancorp entered into an agreement with Fidelity National Information Services, Inc. and Worldpay, Inc. under which Worldpay, Inc. may be obligated to pay up to approximately $366 millionCOVID-19 pandemic, refer to the Bancorp to terminate and settle certain remaining TRA cash flows, totaling an estimated $720 million, upon the exercise of certain call options by
Worldpay, Inc. or certain put options by the Bancorp (“Worldpay, Inc. TRA transaction”). If exercised, certainCredit Risk Management subsection of the obligations would be settled with four quarterly payments beginning in April 2020, a second setRisk Management section of the obligations would be settled with four quarterly payments beginning in April 2022,MD&A and a third set of the obligations would be settled with four quarterly payments beginning in April 2023. In 2019, the Bancorp recognized a gain of approximately $345 million in other noninterest income associated with these options. This agreement did not impact the TRA payment recognized in the fourth quarter of 2019.
Accelerated Share Repurchase Transactions
The Bancorp entered into or settled a number of accelerated share repurchase transactions during the year ended December 31, 2019. As part of these transactions, the Bancorp entered into forward contracts 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 agreements. For more information on the accelerated share repurchase program, refer to Note 251 of the Notes to Consolidated Financial Statements. For a summary of the Bancorp’s accelerated share repurchase transactions that were entered into or settled during the year ended December 31, 2019, refer to Table 1.

TABLE 1: SUMMARY OF ACCELERATED SHARE REPURCHASE TRANSACTIONS
                     
Repurchase Date
 
Amount ($ in millions)
  
Shares Repurchased on
Repurchase Date
  
Shares Received from
Forward Contract Settlement
  
Total Shares  
Repurchased  
  
Settlement Date
 
March 27, 2019
(a)
  
913
   
31,779,280
   
2,026,584
   
33,805,864
   
June 28, 2019
 
April 29, 2019
(b)
  
200
   
6,015,570
   
1,217,805
   
7,233,375
   
May 23, 2019
 -
 May 24, 2019
 
August 7, 2019
  
100
   
3,150,482
   
694,238
   
3,844,720
   
August 16, 2019
 
August 9, 2019
(b)
  
200
   
6,405,426
   
1,475,487
   
7,880,913
   
August 28, 2019
 
October 25, 2019
  
300
   
9,020,163
   
1,149,121
   
10,169,284
   
December 17, 2019
 
(a)This accelerated share repurchase transaction consisted of two supplemental confirmations each with a notional amount of $456.5 million.
(b)This accelerated share repurchase transaction consisted of two supplemental confirmations each with a notional amount of $100 million.
Open Market Share Repurchase Transactions
Between July 29, 2019 and July 30, 2019, the Bancorp repurchased 1,667,735 shares, or approximately $50 million, of its outstanding common stock through open market repurchase transactions, which settled between July 31, 2019 and August 1, 2019. For more information on the open market share repurchase program, refer to Note 25 of the Notes to Consolidated Financial Statements.
Preferred Stock Transactions
On August 26, 2019, the Bancorp issued 200,000 shares of 6.00%
non-cumulative
perpetual Class B preferred stock, Series A. Each preferred share has a $1,000 liquidation preference. These shares were issued to the holders of MB Financial, Inc.’s 6.00%
non-cumulative
perpetual preferred stock, Series C, in conjunction with the merger of MB Financial, Inc. with and into Fifth Third Bancorp. This transaction resulted in the elimination of the noncontrolling interest in MB Financial, Inc. which was previously reported in the Bancorp’s Consolidated Financial Statements. The newly issued shares of Class B preferred stock, Series A were recognized by the Bancorp at the carrying value previously assigned to the MB Financial, Inc. Series C preferred stock prior to the transaction.
On September 17, 2019, the Bancorp issued in a registered public offering 10,000,000 depositary shares, representing 10,000 shares of 4.95%
non-cumulative
perpetual preferred stock, Series K, for net proceeds of approximately $242 million. Each preferred share has a $25,000 liquidation preference. Subject to any required regulatory approval, the Bancorp may redeem the Series K preferred shares at its option (i) in whole or in part, on any
dividend payment date on or after September 30, 2024 and (ii) in whole, but not in part, at any time following a regulatory capital event. The Series K preferred shares are not convertible into Bancorp common shares or any other securities. For more information on preferred stock transactions, refer to Note 25 of the Notes to Consolidated Financial Statements.
Senior Notes Offerings
On January 25, 2019, the Bancorp issued and sold $1.5 billion of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 3.65% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on January 25, 2024. These fixed-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.
On February 1, 2019,31, 2020, the Bank issued and sold, under its bank notes program, $300$1.25 billion in aggregate principal amount of senior fixed-rate notes. The bank notes consisted of $650 million in unsecuredof 1.80% senior floating-rate bankfixed-rate notes, with a maturity of three years, due on January 30, 2023; and $600 million of 2.25% senior fixed-rate notes, with a maturity of seven years, due on February 1, 2022. Interest on the floating-rate notes is three-month LIBOR plus 64 bps. These notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest up to, but excluding, the redemption date.
2027.

On October 28, 2019,May 5, 2020, the Bancorp issued and sold $750 million of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 2.375% per annum.
45  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on January 28, 2025. These notes will be redeemable at the Bancorp’s option,$1.25 billion in whole or in part, at any time or from time to time, on or after April 25, 2020, and prior to December 29, 2024, in each case at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the greater of (i) 100% of the aggregate principal amount of thesenior fixed-rate notes. The notes being redeemedconsisted of $500 million of 1.625% senior fixed-rate notes, with a maturity of three years, due on that redemption date;May 5, 2023; and (ii) the sum$750 million of the present values2.55% senior fixed-rate notes, with a maturity of the remaining scheduled payments of principal and interestseven years, due on May 5, 2027.

For more information on the senior notes being redeemed that would be due if the notes to be redeemed maturedofferings, including disclosure on December 29, 2024 discounted to the redemption date on a semi-annual basis at the applicable treasury rate plus 15 bps. Additionally, these notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. For additional information on these senior notes offerings,options, refer to Note 18 of the Notes to Consolidated Financial Statements.

Preferred Stock Offering
On July 30, 2020, the Bancorp issued in a registered public offering 350,000 depositary shares, representing 14,000 shares of 4.50% fixed-rate reset non-cumulative perpetual preferred stock, Series L, for net proceeds of approximately $346 million. Each preferred share has a $25,000 liquidation preference.

For furthermore information on a subsequent event related to long-term debt,the preferred stock offering, including disclosure on the redemption options, refer to Note 3325 of the Notes to Consolidated Financial Statements.

Automobile Loan Securitization
In a securitization transaction that occurred in 2019, the Bancorp transferred approximately $1.43 billion in automobile loans to a bankruptcy remote trust which subsequently issued approximately $1.37 billion of asset-backed notes, of which approximately $68 million of the asset-backed notes were retained by the Bancorp, resulting in approximately $1.3 billion of outstanding notes included in long-term debt in the Consolidated Balance Sheets. Additionally, 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.
GS Holdings and GreenSky, Inc. Transactions
In May 2018, GreenSky, Inc. launched an IPO and issued 38 million shares of Class A common stock for a valuation of $23 per share. In connection with this IPO, the Bancorp’s investment in GreenSky, LLC, which was comprised of 252,550 membership units, was converted to 2,525,498 units of the newly formed GreenSky Holdings, LLC (“GS Holdings”), representing a 1.4% interest in GS Holdings. The Bancorp’s units in GS Holdings were exchangeable on a
one-to-one
basis for Class A common stock or cash.
During the first quarter of 2019, all of the Bancorp’s units in GS Holdings were converted for Class A common stock on a
one-to-one
basis. The Bancorp sold all of its Class A common stock during 2019 and, therefore, no longer beneficially owns any of GreenSky, Inc.’s equity securities.
Conversion to a National Bank Charter
On September 10, 2019, Fifth Third Bancorp announced that Fifth Third Bank had received approval from the OCC to convert from an Ohio state-chartered bank to a national bank. The Bank converted to a national bank charter on November 14, 2019. As a result of the conversion, the Bank is subject to supervision and regulation by the OCC and subject to the National Bank Act and is no longer subject to supervision and regulation by the Ohio Division of Financial Institutions. Additionally, while the FRB is no longer the Bank’s primary federal regulator, the Bank remains a member of the Federal Reserve System.
LIBOR Transition
In July 2017, the Chief Executive of the United Kingdom Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that FCA will stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021. Since then, central banks around the world, including the Federal Reserve, have commissioned working groups of market participants and official sector representatives with the goal of finding suitable replacements for LIBOR. The Bancorp has substantial exposure to LIBOR-based products within its commercial lending, commercial deposits, business banking, consumer lending and capital markets lines of business andas well as corporate treasury function. It is expected that a transition away from the widespread use of LIBOR to alternative reference rates for new financial contracts will occur overby the courseend of 2021. On November 30, 2020, the next few years.Federal Reserve, OCC, and FDIC issued a public statement that the administrator of LIBOR announced it will consult on an extension of publication of certain U.S. Dollar (“USD”) LIBOR tenors until June 30, 2023, which would allow additional legacy USD LIBOR contracts to mature before the succession of LIBOR. The administrator has not yet announced the results of its consultation. Although the full impact of suchLIBOR reforms and actions remains unclear, the Bancorp is preparingcontinues to prepare to transition from LIBOR to these alternative reference rates.
In the United States, it is likely that LIBOR-priced transactions and products will transfer to the Secured Overnight Financing Rate (“SOFR”). There are risks inherent with the transition to any alternative rate such as SOFR as the rates may behave differently than LIBOR in reaction to monetary, market and economic events.
.
The Bancorp’s LIBOR transition plan includes a number ofis organized around key work streams, including continued engagement with central bankbanks and industry working groups and regulators, active client engagement, comprehensive review of legacy documentation, internal operational and technological readiness, and risk management, among other things, to facilitate the transition to alternative reference rates.

The transition away from LIBOR is expected to be gradual and complicated. There remain a number of unknown factors regarding the transition from LIBOR that could impact the Bancorp’s business, including, for example, the pace of the transition to replacement rates, including industry coalescence around an alternative benchmark, such as SOFR, our ability to identify exposures to LIBOR across our business lines, the specific terms and parameters for any potential alternative reference rates, the prices of and the liquidity of trading markets for products based on the alternative reference rates, our ability to transition to and develop appropriate systems and analytics for one or more alternative reference rates, our ability to maintain contractual continuity and our ability to identify and remediate any operational issues. For a further discussion of the various risks the Bancorp faces in connection with the expected replacement of LIBOR on its operations, see “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 this Annual Report on Form
10-K.

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 key performance indicators used by management to make operating decisions and evaluate capital utilization:
CET1 Capital Ratio: CET1 capital divided by risk-weighted assets as defined by the Basel III standardized approach to risk-weighting of assets
Legislative and Regulatory Developments
On October 31, 2018, the Board of Governors of the FRB released a series of regulatory proposals to implement the Economic Growth, Regulatory Relief, and Consumer Protection Act (“Reform Act”). Among the proposals, the Board of Governors, joined by the Department of Treasury, OCC and the FDIC proposed to remove the application of the LCR regulations and the NSFR from certain BHCs that qualify under the proposal as “Category IV” institutions, primarily those BHCs with consolidated assets between $100 billion and $250 billion, including Fifth Third Bancorp. On October 10, 2019, the Board of Governors of the FRB announced it finalized the rules that tailor its regulations for banks to more closely match their risk profile. Fifth Third, as a Category IV institution, will no longer be subject to the LCR regulations and the NSFR regulations. The final rules were effective December 31, 2019.
In August and September 2019, the five regulatory agencies charged with implementing the Volcker Rule released final amendments to the Volcker Rule regulations that tailor the Volcker Rule’s compliance requirements to the amount of a firm’s trading activity, revise the definition of a trading account, clarify certain key provisions in the Volcker Rule and simplify the information that covered entities are required to provide to regulatory agencies. The Bancorp believes the amendments to the Volcker Rule are not material to its business operations.
4654 Fifth Third Bancorp



MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Return on Average Tangible Common Equity (non-GAAP): Tangible net income available to common shareholders divided by average tangible common equity
Efficiency Ratio: Noninterest expense divided by the sum of net interest income on an FTE basis (non-GAAP) 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
TABLE 2: CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nonperforming Portfolio Assets Ratio: Nonperforming portfolio assets divided by portfolio loans and leases and OREO
                     
For the years ended December 31 ($ in millions, except per share data)
 
2019  
  
2018  
  
2017  
  
2016  
  
2015       
 
Interest income (FTE)
(a)
 $
6,271
   
5,199
   
4,515
   
4,218
   
4,049     
 
Interest expense
  
1,457
   
1,043
   
691
   
578
   
495     
 
Net Interest Income (FTE)
(a)
  
4,814
   
4,156
   
3,824
   
3,640
   
3,554     
 
Provision for credit losses
  
471
   
207
   
261
   
366
   
400     
 
Net Interest Income After Provision for Credit Losses (FTE)
(a)
  
4,343
   
3,949
   
3,563
   
3,274
   
3,154     
 
Noninterest income
  
3,536
   
2,790
   
3,224
   
2,696
   
3,003     
 
Noninterest expense
  
4,660
   
3,958
   
3,782
   
3,737
   
3,643     
 
Income Before Income Taxes (FTE)
(a)
  
3,219
   
2,781
   
3,005
   
2,233
   
2,514     
 
Fully taxable equivalent adjustment
  
17
   
16
   
26
   
25
   
21     
 
Applicable income tax expense
  
690
   
572
   
799
   
665
   
814     
 
Net Income
  
2,512
   
2,193
   
2,180
   
1,543
   
1,679     
 
Less: Net income attributable to noncontrolling interests
  
-
   
-
   
-
   
(4
)  
(6)    
 
Net Income Attributable to Bancorp
  
2,512
   
2,193
   
2,180
   
1,547
   
1,685     
 
Dividends on preferred stock
  
93
   
75
   
75
   
75
   
75     
 
Net Income Available to Common Shareholders
 $
         2,419
   
2,118
   
2,105
   
1,472
   
1,610     
 
Earnings per share - basic
 $
3.38
   
3.11
   
2.86
   
1.92
   
2.00     
 
Earnings per share - diluted
 $
3.33
   
3.06
   
2.81
   
1.91
   
1.97     
 
Cash dividends declared per common share
 $
0.94
   
0.74
   
0.60
   
0.53
   
0.52     
 
Return on Average Assets: Net income divided by average assets
Loan-to-Deposit Ratio: Total loans divided by total deposits
TABLE 1: Condensed Consolidated Statements of Income
For the years ended December 31 ($ in millions, except per share data)20202019201820172016
Interest income (FTE)(a)
$5,585 6,271 5,199 4,515 4,218 
Interest expense790 1,457 1,043 691 578 
Net Interest Income (FTE)(a)
4,795 4,814 4,156 3,824 3,640 
Provision for credit losses1,097 471 207 261 366 
Net Interest Income After Provision for Credit Losses (FTE)(a)
3,698 4,343 3,949 3,563 3,274 
Noninterest income2,830 3,536 2,790 3,224 2,696 
Noninterest expense4,718 4,660 3,958 3,782 3,737 
Income Before Income Taxes (FTE)(a)
1,810 3,219 2,781 3,005 2,233 
Fully taxable equivalent adjustment13 17 16 26 25 
Applicable income tax expense370 690 572 799 665 
Net Income1,427 2,512 2,193 2,180 1,543 
Less: Net income attributable to noncontrolling interests — — — (4)
Net Income Attributable to Bancorp1,427 2,512 2,193 2,180 1,547 
Dividends on preferred stock104 93 75 75 75 
Net Income Available to Common Shareholders$1,323 2,419 2,118 2,105 1,472 
Earnings per share - basic$1.84 3.38 3.11 2.86 1.92 
Earnings per share - diluted$1.83 3.33 3.06 2.81 1.91 
Cash dividends declared per common share$1.08 0.94 0.74 0.60 0.53 
(a)These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

(a)
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 year ended December 31, 2020 was $1.3 billion, or $1.83 per diluted share, which was net of $104 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the year ended December 31, 2019 was $2.4 billion, or $3.33 per diluted share, which was net of $93 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the year ended December 31, 2018 was $2.1 billion, or $3.06 per diluted share, which was net of $75 million in preferred stock dividends.

Net interest income on an FTE basis
(non-GAAP)
was $4.8 billion and $4.2 billion for both the years ended December 31, 20192020 and 2018, respectively.2019. Net interest income was positivelynegatively impacted by decreases in yields on average interest-earning assets of 108 bps. The decreases in yields on average interest-earning assets were primarily driven by lower yields on total average loans and leases primarily as a result of decreases in yields on average commercial and industrial loans, average commercial mortgage loans, average commercial construction loans and average home equity of 98 bps, 127 bps, 172 bps and 126 bps, respectively, from the year ended December 31, 2019. The decrease in yields on total average loans and leases for the year ended December 31, 2020 was primarily due to a decrease in market rates, impacting the Bancorp’s portfolios of floating interest rate loans, which are primarily LIBOR- and Prime-based. Net interest income was also negatively impacted by increases in average interest checking deposits and average money market deposits of $10.2 billion and $4.0 billion, respectively, from the year ended December 31, 2019. These negative impacts were partially offset by decreases in rates paid on average interest-bearing liabilities of 73 bps. The decreases in rates paid on average interest-bearing liabilities were primarily driven by decreases in rates paid on average interest checking deposits, average money market deposits and average long-term debt of 81 bps, 76 bps and 48 bps, respectively, from the year ended December 31, 2019. Net interest income also benefited from increases in average commercial and industrial loans, average indirect secured consumer loans and average commercial mortgage loans of $3.6 billion, $2.1 billion and $1.1 billion, respectively, from the year ended December 31, 2018. Additionally, net2019. Net interest income benefited from an increase in yields on average loans and leases from the year ended December 31, 2018. These positive impacts were partially offset by increases in both the rates paid on and balances of average interest-bearing core deposits and average long-term debt as well as an increase in average certificates $100,000 and over for the year ended December 31, 20192020 compared to the year ended December 31, 2018. Additionally, net interest income2019 was negativelyadversely impacted by the August 2019, September 2019 and October 2019 decisions oflower market interest rates due to the FOMC decisions to lower the target range of the federal funds rate. Net interest income forrate and the yearFederal Reserve's bond purchase programs. During the years ended December 31, 2020 and 2019, net interest income included $57 million and $65 million, respectively, of amortization and accretion of premiums and discounts on acquired loans and leases and assumed deposits and long-term debt from acquisitions. Net interest margin on an FTE basis
(non-GAAP)
was 2.78% for the year ended December 31, 2020 compared to 3.31% for the year ended December 31, 2019 compared2019.

Effective January 1, 2020, the Bancorp adopted ASU 2016-13 which established a new approach for estimating credit losses on certain types of financial instruments. The Bancorp recognized an initial increase to 3.22%the ACL of approximately $653 million upon adoption of ASU 2016-13 on January 1, 2020, which included $171 million from the non-PCD loan portfolio resulting from the MB Financial, Inc. acquisition. The provision for credit losses was $1.1 billion for the year ended December 31, 2018.
Noninterest income increased $7462020 compared to $471 million for the prior year. The increase in provision expense for the year ended December 31, 20192020 compared to the year ended December 31, 2018 primarily due to increases in other noninterest income, corporate banking revenue, mortgage banking net revenue and wealth and asset management revenue. Other noninterest income increased $337 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the recognition of gains on the sale of Worldpay Inc. shares driven by the Bancorp’s sale of shares during the first quarter of 2019, an increase in the income from the TRA associated with Worldpay, Inc., an increase in operating lease income and a decrease in the net losses on disposition and impairment of bank premises and equipment.
These benefits were partially offset by the gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. recognized during the first quarter of 2018 as well as an increase in the loss on the swap associated with the sale of Visa, Inc. Class B Shares. Corporate banking revenue increased $132 million for the year ended December 31, 2019 compared to the year ended December 31, 2018. The increase from the prior year was primarily driven by increases in leasing business revenue, lease remarketing fees, institutional sales revenue and business lending fees of $50 million, $44 million, $26 million and $21 million, respectively. The increase in leasing business revenue was driven by the acquisition of MB Financial, Inc. These benefits were partially offset by a decrease of $8 million in syndication fees from the year ended December 31, 2018. Mortgage banking net revenue increased $75 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to a $75 million increase in origination fees and gains on loan sales due to the lower interest rate environment. Wealth and asset management revenue increased $43 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to an increase of $37 million in private client service fees. This increase was driven by increased sales production and strong market performance as well as the full-year benefit from acquisitions in 2018 and the acquisition of MB Financial, Inc.
Noninterest expense increased $702 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to increases in personnel costs, technology and communications expense and other noninterest expense. Personnel costs increased $303 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 driven by $90 million in merger-related expenses for the year ended December 31, 2019, the addition of personnel costs from the acquisition of MB Financial, Inc. and higher deferred compensation expense. Technology and communications expense increased $137 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 driven by $71 million in merger-related expenses for the year ended December 31, 2019, as well as increased investment in contemporizing information technology architecture, mitigating information security risks and growth initiatives.
ACL
4755 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
reflecting deterioration in the macroeconomic environment as a result of the impact of the COVID-19 pandemic and the resulting impact of this environment on commercial borrowers as reflected in increased levels of commercial criticized assets. The increase in the provision for credit losses also reflected the impact of the change in methodology for estimating credit losses from the incurred loss methodology to the expected credit loss methodology beginning in the first quarter of 2020. Net losses charged off as a percent of average portfolio loans and leases were 0.42% and 0.35% for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020, nonperforming portfolio assets as a percent of portfolio loans and leases and OREO increased to 0.79% compared to 0.62% at December 31, 2019. For further discussion on credit quality refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 7 of the Notes to Consolidated Financial Statements.

Other noninterest expense increased $209Noninterest income decreased $706 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily due to a decrease in other noninterest income, partially offset by increases in commercial banking revenue, wealth and includedasset management revenue and mortgage banking net revenue. Other noninterest income decreased $853 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to the $562 million gain on sale of Worldpay, Inc. shares recognized during the first quarter of 2019 and a decrease of $272 million in the income from the TRA associated with Worldpay, Inc primarily driven by a $345 million gain recognized in the fourth quarter of 2019 from the Worldpay, Inc. TRA transaction. Commercial banking revenue increased $68 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily driven by increases in institutional sales and bridge fees of $68 million and $10 million, respectively, partially offset by a decrease in loan syndication fees of $20 million. Wealth and asset management revenue increased $33 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to increases of $16 million in both private client service fees and broker income. Mortgage banking net revenue increased $33 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to an increase of $140 million in origination fees and gains on loan sales, partially offset by an increase of $103 million in net negative valuation adjustments.

Noninterest expense increased $58 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to an increase in compensation and benefits expense, partially offset by decreases in technology and communications expense and marketing expense. The Bancorp recognized $16 million of merger-related expenses related to the MB Financial, Inc. acquisition for the year ended December 31, 2020 compared to $222 million for the year ended December 31, 2019. Compensation and benefits expense increased $172 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to strategic hiring and the impact of an increaseraising the Bancorp’s minimum wage in the fourth quarter of $232019, as well as increases in incentive compensation driven by strong performance in fees related to business growth during the year ended December 31, 2020. Technology and communications expense decreased $60 million in merger-related expensesfor the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily driven by decreased integration and conversion costs related to the acquisition of MB Financial, Inc. Marketing expense decreased $58 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to the impact of the COVID-19 pandemic, which resulted in a pause or slowdown in numerous marketing campaigns, including running less advertising as well as increases in operating lease expense, intangible amortization expense, losses and adjustments and loan and lease expense, partially offset by a decrease in FDIC insurancethe suspension of cash bonus and other taxes.
account acquisition programs.

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

Credit Summary
The provision for credit losses was $471 million and $207 million for the years ended December 31, 2019 and 2018, respectively. Net losses
charged-off
as a percent of average portfolio loans and leases remained at 0.35% for both the years ended December 31, 2019 and
2018. At December 31, 2019, nonperforming portfolio assets as a percent of portfolio loans and leases and OREO increased to 0.62% compared to 0.41% at December 31, 2018. For further discussion on credit quality, refer to the Credit Risk Management subsection of the Risk Management 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 December 31, 2020. As of December 31, 2020, the Bancorp’s capital ratios, exceed the “well-capitalized” guidelines as defined by the U.S. banking agencies. As of December 31, 2019, as calculated under the Basel III standardized approach, the agencies, were:
CET1 capital ratio was 9.75%, the ratio: 10.34%;
Tier I risk-based capital ratio was 10.99%, the ratio: 11.83%;
Total risk-based capital ratio was 13.84% and the ratio: 15.08%;
Tier I leverage ratio was 9.54%.ratio: 8.49%


56 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NON-GAAP
FINANCIAL MEASURES
The following are
non-GAAP
financial measures which provide useful insight to the reader of the 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 FTE basis adjusts for the
tax-favored
status of income from certain loans 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 3:
NON-GAAP
FINANCIAL MEASURES - FINANCIAL MEASURES AND RATIOS ON AN FTE BASIS
TABLE 2: Non-GAAP Financial Measures - Financial Measures and Ratios on an FTE basis
For the years ended December 31 ($ in millions)202020192018
Net interest income (U.S. GAAP)$4,782 4,797 4,140 
Add: FTE adjustment13 17 16 
Net interest income on an FTE basis (1)$4,795 4,814 4,156 
Interest income (U.S. GAAP)$5,572 6,254 5,183 
Add: FTE adjustment13 17 16 
Interest income on an FTE basis (2)$5,585 6,271 5,199 
Interest expense (3)$790 1,457 1,043 
Noninterest income (4)2,830 3,536 2,790 
Noninterest expense (5)4,718 4,660 3,958 
Average interest-earning assets (6)172,688 145,404 128,905 
Average interest-bearing liabilities (7)119,018 104,708 89,959 
Ratios:
Net interest margin on an FTE basis (1) / (6)2.78 %3.31 3.22 
Net interest rate spread on an FTE basis ((2) / (6)) - ((3) / (7))2.57 2.92 2.87 
Efficiency ratio on an FTE basis (5) / ((1) + (4))61.9 55.8 57.0 

             
For the years ended December 31 ($ in millions)
 
          2019
  
2018      
  
2017          
 
Net interest income (U.S. GAAP)
 $
4,797 
   
4,140
   
3,798    
 
Add: FTE adjustment
  
17 
   
16
   
26    
 
Net interest income on an FTE basis (1)
 $
4,814 
   
4,156
   
3,824    
 
             
Interest income (U.S. GAAP)
 $
6,254 
   
5,183
   
4,489    
 
Add: FTE adjustment
  
17 
   
16
   
26    
 
Interest income on an FTE basis (2)
 $
6,271 
   
5,199
   
4,515    
 
             
Interest expense (3)
 $
1,457 
   
1,043
   
691    
 
Noninterest income (4)
  
3,536 
   
2,790
   
3,224    
 
Noninterest expense (5)
  
4,660 
   
3,958
   
3,782    
 
Average interest-earning assets (6)
  
            145,404 
   
128,905
   
126,293    
 
Average interest-bearing liabilities (7)
  
104,708 
   
89,959
   
85,090    
 
             
Ratios:
         
Net interest margin on an FTE basis (1) / (6)
  
3.31 
%  
3.22
   
3.03    
 
Net interest rate spread on an FTE basis ((2) / (6)) - ((3) / (7))
  
2.92 
   
2.87
   
2.76    
 
Efficiency ratio on an FTE basis (5) / ((1) + (4))
  
55.8 
   
57.0
   
53.7    
 
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. The Bancorp also
measures average tangible common equity excluding AOCI. The Bancorp believes this is a useful return measure as it calculates the return available to common shareholders without the impact of intangible assets, their related amortization as well as the volatility primarily associated with fluctuations of unrealized gains and losses on the Bancorp’s
available-for-sale
debt and other securities and cash flow hedge derivatives.
48  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table reconciles the
non-GAAP
financial measure of return on average tangible common equity to U.S. GAAP:
TABLE 4:
NON-GAAP
FINANCIAL MEASURE - RETURN ON AVERAGE TANGIBLE COMMON EQUITY
     
TABLE 3: Non-GAAP Financial Measures - Return on Average Tangible Common EquityTABLE 3: Non-GAAP Financial Measures - Return on Average Tangible Common Equity
For the years ended December 31 ($ in millions)
 
        2019        
  
        2018        
 For the years ended December 31 ($ in millions)20202019
Net income available to common shareholders (U.S. GAAP)
 $
2,419
   
2,118
 Net income available to common shareholders (U.S. GAAP)$1,323 2,419 
Add: Intangible amortization, net of tax
  
35
 
   
4
 
 Add: Intangible amortization, net of tax38 35 
Tangible net income available to common shareholders (1)
 $
2,454
   
2,122
 Tangible net income available to common shareholders (1)$1,361 2,454 
 
Average Bancorp shareholders’ equity (U.S. GAAP)
 $
19,902
   
15,970
 Average Bancorp shareholders’ equity (U.S. GAAP)$22,555 19,902 
Less: Average preferred stock
  
(1,470
)  
(1,331
)Less: Average preferred stock1,916 1,470 
Average goodwill
  
(3,888
)  
(2,462
)Average goodwill4,258 3,888 
Average intangible assets
  
(169
)  
(29
)Average intangible assets172 169 
Average tangible common equity (2)Average tangible common equity (2)$16,209 14,375 
  
 
   
 
 
Average tangible common equity, including AOCI (2)
 $
14,375
   
12,148
 
Less: Average AOCI
  
(875
)  
575
 
  
 
   
 
 
Average tangible common equity, excluding AOCI (3)
 $
13,500
   
12,723
 
 
Return on average tangible common equity, including AOCI (1) / (2)
  
17.1
 %    
17.5
 
Return on average tangible common equity, excluding AOCI (1) / (3)
  
18.2
 
   
16.7
 
 
Return on average tangible common equity (1) / (2)Return on average tangible common equity (1) / (2)8.4 %17.1 

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.
Because 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
57 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
defined by U.S. GAAP or codified in the federal banking regulations and, therefore, are considered to be
non-GAAP
financial measures. The Bancorp encourages readers to consider its Consolidated Financial Statements in their entirety and not to rely on any single financial measure.

The following table reconciles
non-GAAP
capital ratios to U.S. GAAP:
TABLE 5:
NON-GAAP
FINANCIAL MEASURES - CAPITAL RATIOS
     
TABLE 4: Non-GAAP Financial Measures - Capital RatiosTABLE 4: Non-GAAP Financial Measures - Capital Ratios
As of December 31 ($ in millions)
 
        2019        
  
        2018        
 As of December 31 ($ in millions)20202019
Total Bancorp Shareholders’ Equity (U.S. GAAP)
 $
21,203
   
16,250
 Total Bancorp Shareholders’ Equity (U.S. GAAP)$23,111 21,203 
Less: Preferred stock
  
(1,770
)  
(1,331
)Less: Preferred stock2,116 1,770 
Goodwill
  
(4,252
)  
(2,478
)Goodwill4,258 4,252 
Intangible assets
  
(201
)  
(40
)Intangible assets139 201 
AOCI
  
(1,192
)  
112
 AOCI2,601 1,192 
Tangible common equity, excluding unrealized gains / losses (1)
  
13,788
   
12,513
 
Tangible common equity, excluding AOCI (1)Tangible common equity, excluding AOCI (1)13,997 13,788 
Add: Preferred stock
  
1,770
   
1,331
 Add: Preferred stock2,116 1,770 
Tangible equity (2)
 $
15,558
   
13,844
 Tangible equity (2)$16,113 15,558 
 
Total Assets (U.S. GAAP)
 $
169,369
   
146,069
 Total Assets (U.S. GAAP)$204,680 169,369 
Less: Goodwill
  
(4,252
)  
(2,478
)Less: Goodwill4,258 4,252 
Intangible assets
  
(201
)  
(40
)Intangible assets139 201 
AOCI, before tax
  
(1,509
)  
142
 AOCI, before tax3,292 1,509 
Tangible assets, excluding unrealized gains / losses (3)
 $
163,407
   
143,693
 
Tangible assets, excluding AOCI (3)Tangible assets, excluding AOCI (3)$196,991 163,407 
 
Ratios:
      Ratios:
Tangible equity as a percentage of tangible assets (2) / (3)
  
9.52
 %  
9.63
 Tangible equity as a percentage of tangible assets (2) / (3)8.18 %9.52 
Tangible common equity as a percentage of tangible assets (1) / (3)
  
8.44
   
8.71
 Tangible common equity as a percentage of tangible assets (1) / (3)7.11 8.44 

4958 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RECENT ACCOUNTING STANDARDS
Note 1 of the Notes to Consolidated Financial Statements provides a discussion of the significant new accounting standards applicable to the
Bancorp during 20192020 and the expected impact of significant accounting standards issued, but not yet required to be adopted.

CRITICAL ACCOUNTING POLICIES
The Bancorp’s 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. On January 1, 2020, the Bancorp adopted ASU 2016-13 (“Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”) and its related subsequent amendments, along with ASU 2017-04 (“Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”). For additional information about these ASUs and their impacts on the Bancorp, refer to Note 1 of the Notes to Consolidated Financial Statements. As a result of the adoption of these ASUs, the accounting policies for the ALLL, reserve for unfunded commitments and goodwill have been updated as of January 1, 2020, and the related policies that were in effect for periods prior to January 1, 2020 are provided in the Critical Accounting Policies Applicable Prior to January 1, 2020 section below. There have been no other material changes to the valuation techniques or models described below during the year ended December 31, 2019.
2020.

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 7 of the Notes to Consolidated Financial Statements.

The Bancorp maintains the ALLL to absorb probablethe 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 the Bancorp reasonably expects to execute a TDR with the borrower or where certain 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 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 an allowance for credit losses for accrued interest receivable. For additional information on the Bancorp’s accounting policies related to nonaccrual loans and leaseleases, refer to Note 1 of the Notes to Consolidated Financial Statements.

Credit losses inherent in its portfolio segments.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 and historical loss experience of loans and leases. Credit losses are charged and recoveries are credited to the ALLL. Provisions for loan and lease losses are based on the Bancorp’s review of theleases, including historical credit loss experience, current and suchforecasted market and economic conditions and consideration of various qualitative factors that, in management’s judgment, deserve consideration under existing economic conditions in estimating probableexpected 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.

The Bancorp’s methodology for determining the ALLL requires significant management judgment and is basedincludes an estimate of expected credit losses on historical loss rates, current credit grades, specific allocation on loans modified in a TDR and impaired commercial credits above specified thresholds and other qualitative adjustments. Allowances on individual commercialcollective basis for groups of loans and leases TDRswith similar risk characteristics and historical loss rates are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and
charge-off
experience. An unallocated allowance is maintained to recognize the imprecision in estimating and measuring losses when evaluatingspecific allowances for pools of loans and leases.leases which are individually evaluated.

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million that exhibit probable or observed credit weaknesses, as well as loans that have been modified in a TDR, are subject to individual reviewindividually evaluated for impairment.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 and other factors when evaluating whether an individual loan or lease is impaired.
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 individual loans and leases are impaired,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 impairedindividually evaluated loans and leases that are collateral-dependent are typically 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 present value of expected future cash flows discounted at the loan’s effective interest rate, fair value of the underlying collateral or readily observable secondary market values.rate. The Bancorp evaluates the collectability of both principal and interest when assessing the need for a loss accrual. Specific allowances on individually evaluated commercial loans and leases, including TDRs, are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.
59 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Historical
Expected credit loss rateslosses are applied to commercialestimated on a collective basis for loans and leases that are not impaired or are impaired, but smaller than the established threshold of $1 million and thus not subject to specific allowance allocations. The loss rates are derived from migration analyses for several portfolio stratifications, which track the historical net
charge-off
experience sustained onindividually evaluated. These include commercial loans and leases according to their internal risk grade. The risk grading system utilizedthat do not meet the criteria for allowance analysis purposes encompasses ten categories.
Homogenousindividual evaluation as well as homogeneous loans in the residential mortgage and consumer portfolio segments are not individually risk graded. Rather, standardsegments. For collectively evaluated loans and leases, the Bancorp uses models to forecast expected credit scoring systems and delinquency monitoring are used to assess credit risks and allowances are establishedlosses based on the probability of a loan or lease defaulting, the expected net charge-offs. Loss rates arebalance 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 the trailing twelve-month net
charge-off
history by loan category. Historicalhistorical credit loss rates may be adjustedexperience and observations of migration patterns for certain prescriptive and qualitative factors that, in management’s judgment, are necessary to reflect losses inherentvarious credit risk characteristics (such as internal credit risk grades, external credit ratings or scores, delinquency status, loan-to-value trends, etc.) over time, with those observations evaluated in the portfolio.context of concurrent macroeconomic conditions. The prescriptiveBancorp developed its models from historical observations capturing a full economic cycle when possible.

The Bancorp’s expected credit loss rate factors include adjustmentsmodels 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 delinquency trends, LTV trends, refreshed FICO score trendsa period of up to three years from the estimation date. For periods beyond the reasonable and product mix.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, economic conditions, portfolio mix, lending and risk management personnel and results of internal audit and quality control reviews, collateral values, geographic concentrations, estimatedreviews. 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 emergencemodels, such as the reasonable and supportable forecast period, and specific portfolio loans backed by enterprise valuations and private equity sponsors. The Bancorp considers home price index trends in its footprint andchanges to historical loss information or changes to the volatility of collateral valuation trends when determining the collateral value qualitative factor.
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 grades 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.

Reserve for Unfunded Commitments
The reserve for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probableexpected credit losses related to unfunded credit facilities and is included in other liabilities in the Consolidated Balance Sheets. The determination of the adequacy of the reserve is based upon an evaluationexpected credit losses over the remaining contractual life of the unfunded credit facilities, including an assessment of historical commitment utilization experience, credit risk gradingcommitments, taking into consideration the current funded balance and historical loss rates based on credit grade migration.
50  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
estimated exposure over the reasonable and supportable forecast period. This process takes into consideration the same risk elements that are analyzed in the determination of the adequacy of the Bancorp’s ALLL, as previously discussed. Net adjustments to the reserve for unfunded commitments are included in the provision for credit losses in the Consolidated Statements of Income.

Valuation of Servicing Rights
When the Bancorp sells loans through either securitizations or individual loan sales in accordance with its investment policies, it often obtains servicing rights. The Bancorp may also purchase servicing rights. The Bancorp has elected to measure all existing classes of its residential mortgage servicing rights at fair value at each reporting date with changes in the fair value of servicing rights reported in earnings in the period in which the changes occur. Servicing rights are valued using internal OAS models. Significant management judgment is necessary to identify key economic assumptions used in estimating the fair value of the servicing rights including the prepayment speeds of the underlying loans, the weighted-average life, the OAS and the weighted-average coupon rate, as applicable. The primary risk of material changes to the value of the servicing rights resides in the potential volatility in the economic assumptions used, particularly the prepayment speeds. In order to assist in the assessment of the fair value of servicing rights, the Bancorp obtains external valuations of the servicing rights portfolio from third parties and participates in peer surveys that provide additional confirmation of the reasonableness of key assumptions utilized in the internal OAS model. For additional information on servicing rights, refer to Note 14 of the Notes to Consolidated Financial Statements.

60 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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. The Bancorp employs various valuation approaches to measure fair value including the market, income and cost approaches.
The market approach uses prices or relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach involves discounting future amounts to a single present amount and is based on current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of the asset.

U.S. GAAP 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 additional information on the fair value hierarchy and fair value measurements, refer to Note 1 of the Notes to Consolidated Financial Statements.

The Bancorp’s fair value measurements involve various valuation techniques and models, which involve inputs that are observable, when available. Valuation techniques and parameters used for measuring assets and liabilities are reviewed and validated by the Bancorp on a quarterly basis. Additionally, the Bancorp monitors the fair values of significant assets and liabilities using a variety of methods including the evaluation of pricing runs and exception reports based on certain analytical criteria, comparison to previous trades and overall review and assessments for reasonableness. The level of management judgment necessary to determine fair value varies based upon the methods used in the determination of fair value. Financial instruments that are measured at fair value using quoted prices in active markets (Level 1) require minimal judgment. The valuation of financial instruments when quoted market prices are not available (Levels 2 and 3) may require significant management judgment to assess whether quoted prices for similar instruments exist, the impact of changing market conditions including reducing liquidity in the capital markets and the use of estimates surrounding significant unobservable inputs. Table 65 provides a summary of the fair value of financial instruments carried at fair value on a recurring basis and the amounts of financial instruments valued using Level 3 inputs.
TABLE 5: Fair Value Summary
As of ($ in millions)December 31, 2020December 31, 2019
BalanceLevel 3        BalanceLevel 3        
Assets carried at fair value$43,079 878 40,446 1,194 
As a percent of total assets21 % 24 
Liabilities carried at fair value$1,527 209 890 171 
As a percent of total liabilities1 % — 

TABLE 6: FAIR VALUE SUMMARY
                   
As of ($ in millions)
 
December 31, 2019
   
December 31, 2018
 
 
    Balance
  
Level 3        
   
    Balance
  
Level 3        
 
Assets carried at fair value
 $
                     40,446
   
            1,194
    
            35,792
   
            1,124
 
As a percent of total assets
  
24
 %    
1
    
25
   
1
 
                   
Liabilities carried at fair value
 $
890
   
171
    
1,012
   
133
 
As a percent of total liabilities
  
1
 %    
-
    
1
   
-
 
Refer to Note 29 of the Notes to Consolidated Financial Statements for further information on fair value measurements including a description of the valuation methodologies used for significant financial instruments.

Goodwill
Business combinations entered into by the Bancorp typically include the acquisitionrecognition of goodwill. U.S. GAAP requires goodwill to be tested for impairment at the Bancorp’s reporting unit level on an annual basis, which for the Bancorp is September 30, and more frequently if events or circumstances indicate that there may be impairment. Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion on the methodology used by the Bancorp to assess goodwill for impairment.

Impairment exists when a reporting unit’s carrying amount of goodwill exceeds its implied fair value. In testing goodwill for impairment, U.S. GAAP permits the Bancorp to first assess qualitative factors to determine whether it is
more likely than not that the fair value of a reporting unit is less than its carrying amount. In this qualitative assessment, the Bancorp evaluates events and circumstances which may include, but are not limited to, the general economic environment, banking industry and market conditions, the overall financial performance of the Bancorp, the performance of the Bancorp’s common stock, the key financial performance metrics of the Bancorp’s reporting units and events affecting the reporting units to determine if it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. If the
two-step
quantitative impairment test is required or the decision to bypass the qualitative assessment is elected, the Bancorp would be required to perform the first step (Step 1) ofperforms the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, Step 2an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. A recognized impairment loss cannot be reversed in future periods even if the fair value of the goodwill impairment test is performed to measure the amount of impairment loss, if any.
reporting unit subsequently recovers.

51  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The fair value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. As none of the Bancorp’s reporting units are publicly traded, individual reporting unit fair value determinations cannot be directly correlated to the Bancorp’s stock price. The determination of the fair value of a reporting unit is a subjective process that involves the use of estimates and judgments, particularly related to cash flows, the appropriate discount rates and an applicable control premium. The Bancorp employs an income-based approach, utilizing the reporting unit’s forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting unit’s estimated cost of equity as the
61 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
discount rate. Significant management judgment is necessary in the preparation of each reporting unit’s forecasted cash flows surrounding expectations for earnings projections, growth and credit loss expectations and actual results may differ from forecasted results. Additionally, the Bancorp determines its market capitalization based on the average of the closing price of the Bancorp’s stock during the month including the measurement date, incorporating an additional control premium, and compares this market-based fair value measurement to the aggregate fair value of the Bancorp’s reporting units in order to corroborate the results of the income approach.
When required to perform Step 2, the Bancorp compares the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount exceeds the implied fair value, an impairment loss equal to that excess amount is recognized. A recognized impairment loss cannot exceed the carrying amount of that goodwill and cannot be reversed in future periods even if the fair value of the reporting unit subsequently recovers.
During Step 2, the Bancorp determines the implied fair value of goodwill for a reporting unit by assigning the fair value of the reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. Significant management judgment is necessary in the identification and valuation of unrecognized intangible assets and the valuation of the reporting unit’s recorded assets and liabilities. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. This assignment process is only performed for purposes of testing goodwill for impairment. The Bancorp does not adjust the carrying values of recognized assets or liabilities (other than goodwill, if appropriate), nor does it recognize previously unrecognized intangible assets in the Consolidated Financial Statements as a result of this assignment process. Refer to Note 11 of the Notes to Consolidated Financial Statements for further information regarding the Bancorp’s goodwill.

Legal Contingencies
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 and significant judgment may be required in the determination of both the probability of loss and whether the amount of the loss is reasonably estimable. The Bancorp’s estimates are subjective and are based on the status of legal and regulatory proceedings, the merit of the Bancorp’s defenses and consultation with internal and external legal counsel. 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. Refer to Note 20 of the Notes to Consolidated Financial Statements for further information regarding the Bancorp’s legal proceedings.

Critical Accounting Policies Applicable Prior to January 1, 2020
The following paragraphs describe the portions of the Bancorp’s critical accounting policies that were applicable prior to January 1, 2020 but were updated in conjunction with the prospective adoption of ASU 2016-13 and ASU 2017-04 on January 1, 2020. The following paragraphs do not include the portions of the respective policies that were not affected by the adoption of these new accounting standards. Refer to Note 1 of the Notes to Consolidated Financial Statements for additional information.

ALLL
The Bancorp maintained the ALLL to absorb probable loan and lease losses inherent in its portfolio segments. The ALLL was maintained at a level the Bancorp considered to be adequate and was based on ongoing quarterly assessments and evaluations of the collectability and historical loss experience of loans and leases. Credit losses were charged and recoveries were credited to the ALLL. Provisions for loan and lease losses were based on the Bancorp’s review of the historical credit loss experience and such factors that, in management’s judgment, deserved consideration under existing economic conditions in estimating probable credit losses.

The Bancorp’s methodology for determining the ALLL required significant management judgment and was based on historical loss rates, current credit grades, specific allocation on loans modified in a TDR and impaired commercial credits above specified thresholds and other qualitative adjustments. Allowances on individual commercial loans and leases, TDRs and historical loss rates were reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience. An unallocated allowance was maintained to recognize the imprecision in estimating and measuring losses when evaluating allowances for pools of loans and leases.

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million that exhibited probable or observed credit weaknesses, as well as loans that had been modified in a TDR, were subject to individual review for impairment. The Bancorp considered the current value of collateral, credit quality of any guarantees, the guarantor’s liquidity and willingness to cooperate, the loan or lease structure and other factors when evaluating whether an individual loan or lease was impaired. Other factors might include 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 individual loans and leases were impaired, allowances were 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 impaired loans and leases were measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, fair value of the underlying collateral or readily observable secondary market values. The Bancorp evaluated the collectability of both principal and interest when assessing the need for a loss accrual.

Historical credit loss rates were applied to commercial loans and leases that were not impaired or were impaired, but smaller than the established threshold of $1 million and thus not subject to specific allowance allocations. The loss rates were derived from migration analyses for several portfolio stratifications, which tracked the historical net charge-off experience sustained on loans and leases according to their internal risk grade. The risk grading system utilized for allowance analysis purposes encompassed ten categories, which were based on regulatory guidance for credit risk systems.

Homogenous loans in the residential mortgage and consumer portfolio segments were not individually risk graded. Rather, standard credit scoring systems and delinquency monitoring were used to assess credit risks and allowances were established based on the expected net charge-offs. Loss rates were based on the trailing twelve-month net charge-off history by loan category. Historical loss rates were adjusted for certain prescriptive and qualitative factors that, in management’s judgment, were necessary to reflect losses inherent in the portfolio. The prescriptive loss rate factors included adjustments for delinquency trends, LTV trends, refreshed FICO score trends and product mix.

5262 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Bancorp also considered qualitative factors in determining the ALLL. These included 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, geographic concentrations, estimated loss emergence period and specific portfolio loans backed by enterprise valuations and private equity sponsors. The Bancorp considered home price index trends in its footprint and the volatility of collateral valuation trends when determining the collateral value qualitative factor.

Reserve for unfunded commitments
The reserve for unfunded commitments was maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities and was included in other liabilities in the Consolidated Balance Sheets. The determination of the adequacy of the reserve was based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience, credit risk grading and historical loss rates based on credit grade migration. This process took into consideration the same risk elements that were analyzed in the determination of the adequacy of the Bancorp’s ALLL, as previously discussed. Net adjustments to the reserve for unfunded commitments were included in provision for credit losses in the Consolidated Statements of Income.

Goodwill
Impairment existed when a reporting unit’s carrying amount of goodwill exceeded its implied fair value. In testing goodwill for impairment, U.S. GAAP permitted the Bancorp to first assess qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount. In this qualitative assessment, the Bancorp evaluated events and circumstances which might include, but were not limited to, the general economic environment, banking industry and market conditions, the overall financial performance of the Bancorp, the performance of the Bancorp’s common stock, the key financial performance metrics of the Bancorp’s reporting units and events affecting the reporting units. If, after assessing the totality of events and circumstances, the Bancorp determined it was not more likely than not that the fair value of a reporting unit was less than its carrying amount, then performing the two-step impairment test would be unnecessary. However, if the Bancorp concluded otherwise or elected to bypass the qualitative assessment, it would then be required to perform the first step (Step 1) of the goodwill impairment test, and continue to the second step (Step 2), if necessary. Step 1 of the goodwill impairment test compared the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeded its fair value, Step 2 of the goodwill impairment test was necessary to measure the amount of impairment loss, which was equal to any excess of the carrying amount of goodwill over its implied fair value with such loss limited to the carrying amount of goodwill.

The fair value of a reporting unit was the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. As none of the Bancorp’s reporting units were publicly traded, individual reporting unit fair value determinations could not be directly correlated to the Bancorp’s stock price. To determine the fair value of a reporting unit, the Bancorp employed an income-based approach, utilizing the reporting unit’s forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting unit’s estimated cost of equity as the discount rate. Significant management judgment was necessary in the preparation of each reporting unit’s forecasted cash flows surrounding expectations for earnings projections, growth and credit loss expectations. Additionally, the Bancorp determined its market capitalization based on the average of the closing price of the Bancorp’s stock during the month including the measurement date, incorporating an additional control premium, and compared this market-based fair value measurement to the aggregate fair value of the Bancorp’s reporting units in order to corroborate the results of the income approach.

63 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 paid forincurred on core deposits (includes transaction deposits and other time deposits) and wholesale funding (includes certificates $100,000 and over, other deposits, federal funds purchased, other short-term borrowings and long-term debt). 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 76 and 87 present the components of net interest income, net interest margin and net interest rate spread for the years ended December 31, 2020, 2019 2018 and 2017,2018, 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 $4.8 billion and $4.2 billion for both the years ended December 31, 20192020 and 2018, respectively.2019. Net interest income was positivelynegatively impacted by decreases in yields on average interest-earning assets of 108 bps. The decreases in yields on average interest-earning assets were primarily driven by lower yields on total average loans and leases primarily as a result of decreases in yields on average commercial and industrial loans, average commercial mortgage loans, average commercial construction loans and average home equity of 98 bps, 127 bps, 172 bps and 126 bps, respectively, from the year ended December 31, 2019. The decrease in yields on total average loans and leases for the year ended December 31, 2020 was primarily due to a decrease in market rates, impacting the Bancorp’s portfolios of floating interest rate loans, which are primarily LIBOR- and Prime-based. The Bancorp’s portfolios of fixed interest rate loans also decreased in yield as a result of increased refinance activity and lower reinvestment yields due to lower overall market rates. Net interest income was also negatively impacted by increases in average commercial and industrial loansinterest checking deposits and average commercial mortgage loansmoney market deposits of $7.5$10.2 billion and $3.2$4.0 billion, respectively, from the year ended December 31, 2018. Additionally, net interest income benefited from an increase2019. These negative impacts were partially offset by decreases in yieldsrates paid on average loansinterest-bearing liabilities of 73 bps. The decreases in rates paid on average interest-bearing liabilities were primarily driven by decreases in rates paid on average interest checking deposits, average money market deposits and leasesaverage long-term debt of 3481 bps, 76 bps and 48 bps, respectively, from the year ended December 31, 2018. These positive impacts were partially offset by2019. Net interest income also benefited from increases in both the rates paid onaverage commercial and balances ofindustrial loans, average interest-bearing core depositsindirect secured consumer loans and average long-term debt as well as ancommercial mortgage loans of $3.6 billion, $2.1 billion and $1.1 billion, respectively, from the year ended December 31, 2019. The increase in average certificates $100,000commercial and overindustrial loans was primarily as a result of PPP loans originated during the year ended December 31, 2020.

Net interest income for the year ended December 31, 20192020 compared to the year ended December 31, 2018. The rates paid on average interest-bearing core deposits increased 26 bps and average interest-bearing core deposits increased $12.9 billion from the year ended December 31, 2018. The rates paid on average long-term debt increased 24 bps and average long-term debt increased $818 million from the year ended December 31, 2018. Average certificates $100,000 and over increased $2.1 billion from the year ended December 31, 2018. Additionally, net interest income2019 was negativelyadversely impacted by the August 2019, September 2019 and October 2019FOMC decisions of the FOMC to lower the target range of the federal funds rate. Net interest income forrate and the yearFederal Reserve’s bond purchase programs. During the years ended December 31, 2020 and 2019, net interest income included $57 million and $65 million, respectively, of amortization and accretion of premiums and discounts on acquired loans and leases and assumed deposits and long-term debt from acquisitions.

Net interest rate spread on an FTE basis
(non-GAAP)
was 2.57% during the year ended December 31, 2020 compared to 2.92% during the year ended December 31, 2019 compared to 2.87% during the year ended December 31, 2018.2019. Yields on average interest-earning assets increased 28decreased 108 bps, partially offset by a 2373 bps increasedecrease in rates paid on average interest-bearing liabilities for the year ended December 31, 20192020 compared to the year ended December 31, 2018.2019.

Net interest margin on an FTE basis
(non-GAAP)
was 2.78% for the year ended December 31, 2020 compared to 3.31% for the year ended December 31, 2019 compared to 3.22% for2019. Net interest margin was negatively impacted by lower market interest rates, a $19.8 billion increase in low-yielding reserves held at the year ended December 31, 2018. The increase for the year ended December 31, 2019 was driven primarily byFRB reported in other short-term investments and the previously mentioned increasegrowth in the net interest rate spread as well as an increase in average free funding balances. The increasePPP loans. These negative impacts were partially offset by increases in average free funding balances was driven by increases inas average demand deposits increased $12.8 billion and average shareholders’ equity and average demand deposits of $4.0increased $2.6 billion and $1.7 billion, respectively, for the year ended December 31, 2019 compared to the year ended December 31, 2018.2019. Net interest margin results are expected to remain suppressed as a result of increased liquidity levels in the form of excess cash balances, which are expected to remain at elevated levels driven by the amount of fiscal stimulus that has increased the banking industry’s balance sheets, including the Bancorp’s.

Interest income on an FTE basis
(non-GAAP)
from loans and leases increased $975decreased $632 million compared tofrom the year ended December 31, 2018 primarily due to2019 driven by the aforementionedpreviously mentioned decreases in yields on average loans and leases, partially offset by increases in the balances of average commercial and industrial loans, average indirect secured consumer loans and average commercial mortgage loans as well as the increase in yields on average loans and leases.impact of accelerated PPP fees recognized upon loan forgiveness during the year ended December 31, 2020. 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 $97decreased $54 million from the year ended December 31, 20182019 primarily as a result of an increasedue to decreases in yields on average other short-term investments and average taxable securities, partially offset by increases in average taxable securities.balances.

Interest expense on core deposits increased $301decreased $518 million from the year ended December 31, 2019 primarily due to decreases in the cost of average interest-bearing core deposits to 28 bps for the year ended December 31, 2019 compared to2020 from 96 bps for the year ended December 31, 2018 primarily due to2019. The decreases in the previously mentioned increases in both the cost and balances of average interest-bearing core deposits. The increases in both the cost and balances of average interest-bearing core deposits were primarily due to increasesthe previously mentioned decreases in the rates paid on and balances
64 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
on average interest checking deposits and average money market deposits. 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 $113decreased $149 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily due to the aforementioned increasepreviously mentioned decreases in the rates paid on and balances of average long-term debt as well as decreases in rates paid on average other short-term borrowings and increases in average certificates $100,000 and over. These increases were partially offset byover, in addition to a decrease in the average other short-term borrowingsbalance of $565 million for the year ended December 31, 2019 compared to the year ended December 31, 2018.certificates $100,000 and over. Refer to the Borrowings subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s borrowings. AverageDuring the year ended December 31, 2020, average wholesale funding represented 21% and 23%18% of average interest-bearing liabilities duringcompared to 21% for the yearsyear ended December 31, 2019 and 2018, respectively.2019. For more information on the Bancorp’s interest rate risk management, including estimated earnings sensitivity to changes in market interest rates, see the MarketInterest Rate and Price Risk Management subsection of the Risk Management section of MD&A.

5365 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 6: Consolidated Average Balance Sheet and Analysis of Net Interest Income on an FTE Basis
 For the years ended December 31202020192018
($ in millions)Average
Balance
Revenue/
Cost
Average
Yield/
Rate
Average
Balance
Revenue/
Cost
Average
Yield/
Rate
Average
Balance
Revenue/
Cost
Average
Yield/
Rate
Assets:
Interest-earning assets:
Loans and leases:(a)
Commercial and industrial loans$53,814 1,954 3.63 %$50,168 2,313 4.61 %$42,668 1,826 4.28 %
Commercial mortgage loans11,011 391 3.54 9,905 476 4.81 6,661 298 4.47 
Commercial construction loans5,509 201 3.65 5,174 278 5.37 4,793 240 5.01 
Commercial leases3,038 104 3.43 3,578 119 3.31 3,795 108 2.84 
Total commercial loans and leases73,372 2,650 3.61 68,825 3,186 4.63 57,917 2,472 4.27 
Residential mortgage loans17,828 622 3.49 17,337 635 3.66 16,150 580 3.59 
Home equity5,679 222 3.90 6,286 324 5.16 6,631 326 4.92 
Indirect secured consumer loans12,454 490 3.93 10,345 423 4.08 8,993 304 3.38 
Credit card2,230 260 11.64 2,437 304 12.49 2,280 279 12.25 
Other consumer loans2,848 192 6.76 2,564 196 7.63 1,905 132 6.94 
Total consumer loans41,039 1,786 4.35 38,969 1,882 4.83 35,959 1,621 4.51 
Total loans and leases$114,411 4,436 3.88 %$107,794 5,068 4.70 %$93,876 4,093 4.36 %
Securities:
Taxable$36,109 1,114 3.08 %$35,429 1,160 3.28 %$33,487 1,079 3.22 %
Exempt from income taxes(a)
233 6 2.61 41 3.97 66 3.37 
Other short-term investments21,935 29 0.13 2,140 41 1.91 1,476 25 1.68 
Total interest-earning assets$172,688 5,585 3.23 %$145,404 6,271 4.31 %$128,905 5,199 4.03 %
Cash and due from banks2,978 2,748 2,200 
Other assets20,933 16,903 12,203 
Allowance for loan and lease losses(2,369)(1,119)(1,125)
Total assets$194,230 $163,936 $142,183 
Liabilities and Equity:
Interest-bearing liabilities:
Interest checking deposits$46,890 126 0.27 %$36,658 396 1.08 %$29,818 252 0.85 %
Savings deposits16,440 10 0.06 14,041 22 0.16 13,330 14 0.10 
Money market deposits29,879 88 0.29 25,879 272 1.05 21,769 162 0.74 
Foreign office deposits185  0.21 209 0.63 363 0.33 
Other time deposits4,118 47 1.14 5,470 98 1.79 4,106 59 1.44 
Total interest-bearing core deposits97,512 271 0.28 82,257 789 0.96 69,386 488 0.70 
Certificates $100,000 and over3,337 50 1.49 4,504 97 2.14 2,426 41 1.69 
Other deposits71 1 0.76 265 2.27 476 1.94 
Federal funds purchased385 2 0.58 1,267 29 2.26 1,509 30 1.97 
Other short-term borrowings1,709 14 0.81 1,046 28 2.67 1,611 29 1.82 
Long-term debt16,004 452 2.82 15,369 508 3.30 14,551 446 3.06 
Total interest-bearing liabilities$119,018 790 0.66 %$104,708 1,457 1.39 %$89,959 1,043 1.16 %
Demand deposits47,111 34,343 32,634 
Other liabilities5,546 4,897 3,603 
Total liabilities$171,675 $143,948 $126,196 
Total equity$22,555 $19,988 $15,987 
Total liabilities and equity$194,230 $163,936 $142,183 
Net interest income (FTE)(b)
$4,795 $4,814 $4,156 
Net interest margin (FTE)(b)
2.78 %3.31 %3.22 %
Net interest rate spread (FTE)(b)
2.57 2.92 2.87 
Interest-bearing liabilities to interest-earning assets68.92 72.01 69.79 
(a)The FTE adjustments included in the above table were $13, $17 and $16 for the years ended December 31, 2020, 2019, and 2018, respectively.
(b)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.

TABLE 7: CONSOLIDATED AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST INCOME ON AN FTE BASIS
                                     
  
 
For the years ended December 31
 
 
2019
  
 
2018
  
 
2017
 
  
 
 
  
 
 
 
 
($ in millions)
 
Average
Balance
  
Revenue/
Cost
  
    Average    
    Yield/    
    Rate    
  
Average
Balance
  
Revenue/
Cost
  
    Average    
    Yield/    
    Rate    
  
Average
Balance
  
Revenue/
Cost
  
    Average    
    Yield/    
    Rate    
 
  
Assets:
                           
Interest-earning assets:
                           
Loans and leases:
(a)
                           
Commercial and industrial loans
 $
50,168
   
2,313
   
4.61%
  $
     42,668
   
1,826
   
4.28%
  $
41,577
   
1,514
   
3.64%
 
Commercial mortgage loans
  
9,905
   
476
   
4.81   
   
6,661
   
298
   
4.47   
   
6,844
   
256
   
3.74   
 
Commercial construction loans
  
5,174
   
278
   
5.37   
   
4,793
   
240
   
5.01   
   
4,374
   
179
   
4.09   
 
Commercial leases
  
3,578
   
119
   
3.31   
   
3,795
   
108
   
2.84   
   
4,011
   
82
   
2.04   
 
  
Total commercial loans and leases
  
68,825
   
3,186
   
4.63   
   
57,917
   
2,472
   
4.27   
   
56,806
   
2,031
   
3.58   
 
  
Residential mortgage loans
  
17,337
   
635
   
3.66   
   
16,150
   
580
   
3.59   
   
16,053
   
566
   
3.53   
 
Home equity
  
6,286
   
324
   
5.16   
   
6,631
   
326
   
4.92   
   
7,308
   
310
   
4.24   
 
Indirect secured consumer loans
  
10,345
   
423
   
4.08   
   
8,993
   
304
   
3.38   
   
9,407
   
275
   
2.92   
 
Credit card
  
2,437
   
304
   
12.49   
   
2,280
   
279
   
12.25   
   
2,141
   
253
   
11.84   
 
Other consumer loans
  
2,564
   
196
   
7.63   
   
1,905
   
132
   
6.94   
   
1,016
   
68
   
6.68   
 
  
Total consumer loans
  
38,969
   
1,882
   
4.83   
   
35,959
   
1,621
   
4.51   
   
35,925
   
1,472
   
4.10   
 
  
Total loans and leases
 $
107,794
   
5,068
   
4.70%
  $
93,876
   
4,093
   
4.36%
  $
92,731
   
3,503
   
3.78%
 
Securities:
                           
Taxable
 $
35,429
   
1,160
   
3.28%
  $
33,487
   
1,079
   
3.22%
  $
32,106
   
993
   
3.09%
 
Exempt from income taxes
(a)
  
41
   
2
   
3.97   
   
66
   
2
   
3.37   
   
66
   
4
   
5.45   
 
Other short-term investments
  
2,140
   
41
   
1.91   
   
1,476
   
25
   
1.68   
   
1,390
   
15
   
1.04   
 
  
Total interest-earning assets
 $
145,404
   
6,271
   
4.31%
  $
128,905
   
5,199
   
4.03%
  $
126,293
   
4,515
   
3.57%
 
Cash and due from banks
  
2,748
         
2,200
         
2,224
       
Other assets
  
16,903
         
12,203
         
13,236
       
Allowance for loan and lease losses
  
(1,119
)        
(1,125
)        
(1,226
)      
  
Total assets
 $
163,936
        $
142,183
        $
140,527
       
  
Liabilities and Equity:
                           
Interest-bearing liabilities:
                           
Interest checking deposits
 $
36,658
   
396
   
1.08%
  $
29,818
   
252
   
0.85%
  $
26,382
   
109
   
0.41%
 
Savings deposits
  
14,041
   
22
   
0.16   
   
13,330
   
14
   
0.10   
   
13,958
   
8
   
0.06   
 
Money market deposits
  
25,879
   
272
   
1.05   
   
21,769
   
162
   
0.74   
   
20,231
   
74
   
0.37   
 
Foreign office deposits
  
209
   
1
   
0.63   
   
363
   
1
   
0.33   
   
388
   
1
   
0.20   
 
Other time deposits
  
5,470
   
98
   
1.79   
   
4,106
   
59
   
1.44   
   
3,771
   
46
   
1.23   
 
  
Total interest-bearing core deposits
  
82,257
   
789
   
0.96   
   
69,386
   
488
   
0.70   
   
64,730
   
238
   
0.37   
 
Certificates $100,000 and over
  
4,504
   
97
   
2.14   
   
2,426
   
41
   
1.69   
   
2,564
   
36
   
1.38   
 
Other deposits
  
265
   
6
   
2.27   
   
476
   
9
   
1.94   
   
277
   
3
   
1.05   
 
Federal funds purchased
  
1,267
   
29
   
2.26   
   
1,509
   
30
   
1.97   
   
557
   
6
   
1.01   
 
Other short-term borrowings
  
1,046
   
28
   
2.67   
   
1,611
   
29
   
1.82   
   
3,158
   
30
   
0.96   
 
Long-term debt
  
15,369
   
508
   
3.30   
   
14,551
   
446
   
3.06   
   
13,804
   
378
   
2.74   
 
  
Total interest-bearing liabilities
 $
       104,708
   
1,457
   
1.39%
  $
89,959
   
1,043
   
1.16%
  $
85,090
   
691
   
0.81%
 
Demand deposits
  
34,343
         
32,634
         
35,093
       
Other liabilities
  
4,897
         
3,603
         
3,897
       
  
Total liabilities
 $
143,948
        $
126,196
        $
124,080
       
Total equity
 $
19,988
        $
15,987
        $
16,447
       
  
Total liabilities and equity
 $
163,936
        $
       142,183
        $
       140,527
       
  
Net interest income (FTE)
(b)
    $
       4,814
        $
       4,156
        $
       3,824
    
Net interest margin (FTE)
(b)
        
3.31%
         
3.22%
         
3.03%
 
Net interest rate spread (FTE)
(b)
        
2.92   
         
2.87   
         
2.76   
 
Interest-bearing liabilities to interest-earning assets
     
72.01   
         
69.79   
         
67.37   
 
  
(a)
The FTE adjustments included in the above table were
$17
, $16 and $26 for the years ended
December 31, 2019
, 2018 and 2017, respectively.
(b)
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.
5466 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 7: Changes in Net Interest Income Attributable to Volume and Yield/Rate(a)
For the years ended December 31
2020 Compared to 2019
2019 Compared to 2018
($ in millions)VolumeYield/RateTotalVolumeYield/RateTotal
Assets:
Interest-earning assets:
Loans and leases:
Commercial and industrial loans$159 (518)(359)338 149 487 
Commercial mortgage loans50 (135)(85)154 24 178 
Commercial construction loans17 (94)(77)20 18 38 
Commercial leases(19)4 (15)(6)17 11 
Total commercial loans and leases207 (743)(536)506 208 714 
Residential mortgage loans17 (30)(13)43 12 55 
Home equity(28)(74)(102)(17)15 (2)
Indirect secured consumer loans83 (16)67 50 69 119 
Credit card(24)(20)(44)20 25 
Other consumer loans20 (24)(4)50 14 64 
Total consumer loans68 (164)(96)146 115 261 
Total loans and leases$275 (907)(632)652 323 975 
Securities:
Taxable$23 (69)(46)63 18 81 
Exempt from income taxes5 (1)4 — — — 
Other short-term investments58 (70)(12)12 16 
Total change in interest income$361 (1,047)(686)727 345 1,072 
Liabilities:
Interest-bearing liabilities:
Interest checking deposits$88 (358)(270)65 79 144 
Savings deposits3 (15)(12)— 
Money market deposits37 (221)(184)35 75 110 
Foreign office deposits (1)(1)(1)— 
Other time deposits(21)(30)(51)22 17 39 
Total interest-bearing core deposits107 (625)(518)121 180 301 
Certificates $100,000 and over(22)(25)(47)43 13 56 
Other deposits(2)(3)(5)(4)(3)
Federal funds purchased(13)(14)(27)(5)(1)
Other short-term borrowings12 (26)(14)(12)11 (1)
Long-term debt20 (76)(56)25 37 62 
Total change in interest expense$102 (769)(667)168 246 414 
Total change in net interest income$259 (278)(19)559 99 658 
(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.

                         
TABLE 8: CHANGES IN NET INTEREST INCOME ATTRIBUTABLE TO VOLUME AND YIELD/RATE
(a)
 
  
For the years ended December 31
 
2019 Compared to 2018
  
2018 Compared to 2017
 
    
($ in millions)
 
Volume
  
Yield/Rate
  
Total
  
Volume
  
Yield/Rate
  
Total
 
  
Assets:
                  
Interest-earning assets:
                  
Loans and leases:
                  
Commercial and industrial loans
 $
                 338
   
149
   
          487
   
                    41
   
271
   
          312   
 
Commercial mortgage loans
  
154
   
24
   
178
   
(7
)  
49
   
42   
 
Commercial construction loans
  
20
   
18
   
38
   
18
   
43
   
61   
 
Commercial leases
  
(6
)  
17
   
11
   
(4
)  
30
   
26   
 
  
Total commercial loans and leases
  
506
   
208
   
714
   
48
   
393
   
441   
 
  
Residential mortgage loans
  
43
   
12
   
55
   
3
   
11
   
14   
 
Home equity
  
(17
)  
15
   
(2
)  
(31
)  
47
   
16   
 
Indirect secured consumer loans
  
50
   
69
   
119
   
(12
)  
41
   
29   
 
Credit card
  
20
   
5
   
25
   
17
   
9
   
26   
 
Other consumer loans
  
50
   
14
   
64
   
61
   
3
   
64   
 
  
Total consumer loans
  
146
   
115
   
261
   
38
   
111
   
149   
 
  
Total loans and leases
 $
652
   
323
   
975
   
86
   
504
   
590   
 
Securities:
                  
Taxable
  
63
   
18
   
81
   
44
   
42
   
86   
 
Exempt from income taxes
  
-
   
-
   
-
   
(1
)  
(1
)  
(2)  
 
Other short-term investments
  
12
   
4
   
16
   
1
   
9
   
10   
 
  
Total change in interest income
 $
727
   
345
   
1,072
   
130
   
554
   
684   
 
  
Liabilities:
                  
Interest-bearing liabilities:
                  
Interest checking deposits
 $
65
   
79
   
144
   
15
   
128
   
143   
 
Savings deposits
  
-
   
8
   
8
   
-
   
6
   
6   
 
Money market deposits
  
35
   
75
   
110
   
7
   
81
   
88   
 
Foreign office deposits
  
(1
)  
1
   
-
   
-
   
-
   
-   
 
Other time deposits
  
22
   
17
   
39
   
5
   
8
   
13   
 
  
Total interest-bearing core deposits
  
121
   
180
   
301
   
27
   
223
   
250   
 
Certificates $100,000 and over
  
43
   
13
   
56
   
(2
)  
7
   
5   
 
Other deposits
  
(4
)  
1
   
(3
)  
3
   
3
   
6   
 
Federal funds purchased
  
(5
)  
4
   
(1
)  
15
   
9
   
24   
 
Other short-term borrowings
  
(12
)  
11
   
(1
)  
(20
)  
19
   
(1)  
 
Long-term debt
  
25
   
37
   
62
   
22
   
46
   
68   
 
  
Total change in interest expense
 $
168
   
246
   
414
   
45
   
307
   
352   
 
  
Total change in net interest income
 $
559
   
99
   
658
   
85
   
247
   
332   
 
  
(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.
Provision for Credit Losses
The Bancorp provides as an expense an amount for probableexpected credit losses within the loan and lease portfolio and the portfolio of unfunded loan commitments and letters of credit that is based on factors previously discussed in the Critical Accounting Policies section of MD&A. The provision is recorded to bring the ALLL and reserve for unfunded commitments to a level deemed appropriate by the Bancorp to cover losses inherentexpected 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 Consolidated Balance Sheets isare referred to as a
charge-off.
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 $471 million$1.1 billion for the year ended December 31, 20192020 compared to $207$471 million for the same period in the prior year. The increase in provision expense for the year ended December 31, 20192020 compared to the prior year was primarily due to increasesan increase in specific reserves on certain impaired commercial loansthe ACL reflecting deterioration in the macroeconomic environment as a result of the impact of the COVID-19 pandemic and the levelresulting impact of this environment on commercial borrowers as reflected in increased levels of commercial criticized assets as well as increases in both outstanding loan balances and unfunded commitments in 2019, exclusive of loans and leases acquiredassets. The increase in the MB Financial, Inc. acquisition.
provision for credit losses also reflected the impact of the change in methodology for estimating credit losses from the incurred loss methodology to the expected credit loss methodology beginning in the first quarter of 2020.

The ALLL increased $99 million$1.3 billion from December 31, 20182019 to $1.2$2.5 billion at December 31, 2019.2020. At December 31, 2019,2020, the ALLL as a percent of portfolio loans and leases decreasedincreased to 1.10%2.25%, compared to 1.16%1.10% at December 31, 2018. This decrease reflects the impact of the MB Financial, Inc. acquisition, which added approximately $13.4 billion in portfolio loans and leases at the acquisition date. Loans acquired by the Bancorp through a purchase business combination are recorded at fair value as of the acquisition date. The Bancorp does not carry over the acquired company’s ALLL, nor does the Bancorp add to its existing ALLL as part of purchase accounting.2019. The reserve for unfunded commitments increased $13$28 million from December 31, 20182019 to $144$172 million at December 31, 2020. The ACL as a percent of portfolio loans and leases increased to 2.41% at December 31, 2020, compared to 1.23% at December 31, 2019. ThisThese increases reflect the adoption of ASU 2016-13
67 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
which resulted in a combined increase reflectsto the impact of the MB Financial, Inc. acquisition, which included approximately $8 million in reservesALLL and reserve for unfunded commitments atof approximately $653 million, as well as the acquisition date.
previously mentioned items impacting the provision for credit losses.

Refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 7 of the Notes to Consolidated Financial Statements for more detailed 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, ALLL and reserve for unfunded commitments.

55  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Noninterest Income
Noninterest income increased $746decreased $706 million for the year ended December 31, 20192020 compared to the year ended December 31, 2018.2019. The following table presents the components of noninterest income:
TABLE 8: Components of Noninterest Income
For the years ended December 31 ($ in millions)20202019201820172016
Service charges on deposits$559 565 549 554 558 
Commercial banking revenue528 460 408 386 400 
Wealth and asset management revenue520 487 444 419 404 
Card and processing revenue352 360 329 313 319 
Mortgage banking net revenue320 287 212 224 285 
Leasing business revenue276 270 114 63 134 
Other noninterest income211 1,064 803 1,261 586 
Securities gains (losses), net62 40 (54)10 
Securities gains (losses), net - non-qualifying hedges on MSRs2 (15)— 
Total noninterest income$2,830 3,536 2,790 3,224 2,696 
TABLE 9: COMPONENTS OF NONINTEREST INCOME
                     
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017
  
2016
  
2015    
 
Corporate banking revenue
 $
570
   
438
   
353
   
432
   
384
    
Service charges on deposits
  
565
   
549
   
554
   
558
   
563
 
Wealth and asset management revenue
  
487
   
444
   
419
   
404
   
418
 
Card and processing revenue
  
360
   
329
   
313
   
319
   
302
 
Mortgage banking net revenue
  
287
   
212
   
224
   
285
   
348
 
Other noninterest income
  
1,224
   
887
   
1,357
   
688
   
979
 
Securities gains (losses), net
  
40
   
(54
)  
2
   
10
   
9
 
Securities gains (losses), net -
non-qualifying
hedges on MSRs
  
3
   
(15
)  
2
   
-
   
-
 
Total noninterest income
 $
       3,536
   
    2,790
   
    3,224
   
    2,696
   
    3,003
 

Service charges on deposits
Corporate banking revenue
Corporate banking revenue increased $132Service charges on deposits decreased $6 million for the year ended December 31, 20192020 compared to the year ended December 31, 2018. The increase from the prior year was primarily2019 driven by increases in leasing business revenue, lease remarketing fees, institutional sales revenue and business lending fees of $50 million, $44 million, $26 million and $21 million, respectively. The increase in leasing business revenue was driven by the acquisition of MB Financial, Inc. These benefits were partially offset by a decrease of $8$32 million in syndicationconsumer deposit fees fromdue to lower overdraft occurrences as a result of the year ended December 31, 2018.
impact of COVID-19 financial assistance and fiscal stimulus programs, partially offset by an increase of $26 million in commercial deposit fees.
Service charges on deposits

Commercial banking revenue
Service charges on depositsCommercial banking revenue increased $16$68 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily due to an increasedriven by increases in institutional sales and bridge fees of $31$68 million in commercial deposit fees,and $10 million, respectively, partially offset by a decrease in loan syndication fees of $14 million in consumer deposit fees.
$20 million.

Wealth and asset management revenue
Wealth and asset management revenue increased $43$33 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily due to an increaseincreases of $37$16 million in both private client service fees.
This increase was driven by increased sales productionfees and strong market performance as well as the full-year benefit from acquisitions in 2018 and the acquisition of MB Financial, Inc.broker income. The Bancorp’s trust and registered investment advisory businesses had approximately $413$434 billion and $356$413 billion in total assets under care as of December 31, 20192020 and 2018,2019, respectively, and managed $49$54 billion and $37$49 billion in assets for individuals, corporations and
not-for-profit
organizations as of December 31, 20192020 and 2018,2019, respectively.

Card and processing revenue
Card and processing revenue increased $31decreased $8 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily driven by increasesa decrease in the number of actively used cards, customer spend volume as a result of reduced economic activity related to government-mandated shutdowns of local economies and other interchange revenue.
COVID-related impacts, partially offset by lower reward costs.

Mortgage banking net revenue
Mortgage banking net revenue increased $75$33 million for the year ended December 31, 20192020 compared to the year ended December 31, 2018.2019.

68 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table presents the components of mortgage banking net revenue:
TABLE 9: Components of Mortgage Banking Net Revenue
For the years ended December 31 ($ in millions)202020192018
Origination fees and gains on loan sales$315 175 100 
Net mortgage servicing revenue:
Gross mortgage servicing fees263 267 216 
Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs(258)(155)(104)
Net mortgage servicing revenue5 112 112 
Total mortgage banking net revenue$320 287 212 
TABLE 10: COMPONENTS OF MORTGAGE BANKING NET REVENUE
             
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017    
 
Origination fees and gains on loan sales
 $
175
   
100
   
138
    
Net mortgage servicing revenue:
         
Gross mortgage servicing fees
  
267
   
216
   
206
 
Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs
  
(155
)  
(104
)  
(120
)
Net mortgage servicing revenue
  
112
   
112
   
86
 
Total mortgage banking net revenue
 $
       287
   
            212
   
            224
 
Origination fees and gains on loan sales increased $75$140 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily driven by an increase in originations and gain on sale margins due to the lower interest rate environment. Residential mortgage loan originations increased to $15.9 billion for the year ended December 31, 2020 from $11.6 billion for the year ended December 31, 2019 from $7.1 billion2019.

Net mortgage servicing revenue decreased $107 million for the year ended December 31, 2018.
Net mortgage servicing revenue remained flat for the year ended December 31, 20192020 compared to the year ended December 31, 2018 as an increase in gross mortgage servicing fees of $51 million was offset by2019 primarily due to an increase in net negative valuation adjustments of $51$103 million from the year ended 2018.as well as a decrease in gross mortgage servicing fees of $4 million. Refer to Table 1110 for the components of net valuation adjustments on the MSR portfolio and the impact of the
non-qualifying
hedging strategy.
TABLE 10: Components of Net Valuation Adjustments on MSRs
For the years ended December 31 ($ in millions)202020192018
Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio$307 221 (21)
Changes in fair value:
Due to changes in inputs or assumptions(311)(203)42 
Other changes in fair value(254)(173)(125)
Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs$(258)(155)(104)

56  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 11: COMPONENTS OF NET VALUATION ADJUSTMENTS ON MSRs
             
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017        
 
Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio
 $
             221
   
(21
)  
           2
      
Changes in fair value:
         
Due to changes in inputs or assumptions
  
(203
)  
           42
   
(1
)
Other changes in fair value
  
(173
)  
(125
)  
(121
)
Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs
 $
(155
)  
(104
)  
(120
)
Mortgage rates decreased during the yearyears ended December 31, 2020 and 2019 which caused modeled prepayment speeds to rise. TheAdditionally, mortgage swap spreads widened during the year ended December 31, 2020 which caused modeled OAS assumptions to increase. For the years ended December 31, 2020 and 2019, the fair value of the MSR portfolio decreased $311 million and $203 million, respectively, due to changes to inputs to the valuation model, including prepayment speeds and OAS assumptions, and decreased $254 million and $173 million, respectively, due to the passage of time, including the impact of regularly scheduled repayments, paydownscontractual principal payments and payoffs for the year ended December 31, 2019.
actual prepayment activity.
Mortgage rates increased during the year ended December 31, 2018 which caused modeled prepayment speeds to slow. The fair value of the MSR portfolio increased $42 million due to changes to inputs to the valuation model including prepayment speeds and OAS assumptions and decreased $125 million due to the passage of time, including the impact of regularly scheduled repayments, paydowns and payoffs for the year ended December 31, 2018.

Further detail on the valuation of MSRs can be found in Note 14 of the Notes to 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 15 of the Notes to 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. The Bancorp recognized net gains of $2 million and $3 million during the yearyears ended December 31, 2020 and 2019, and net losses of $15 million during the year ended December 31, 2018,respectively, recorded in securities gains (losses), net -
 non-qualifying
hedges on MSRs in the Bancorp’s Consolidated Statements of Income.

The Bancorp’s total residential mortgage loans serviced at December 31, 2020 and 2019 and 2018 were $98.4$86.6 billion and $79.2$98.4 billion, respectively, with $80.7$68.8 billion and $63.2$80.7 billion, respectively, of residential mortgage loans serviced for others.

Leasing business revenue
Leasing business revenue increased $6 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily driven by increases in lease syndication fees and operating lease income of $9 million and $5 million, respectively, partially offset by a decrease in lease remarketing fees of $8 million.

69 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other noninterest income
The following table presents the components of other noninterest income:
TABLE 11: Components of Other Noninterest Income
For the years ended December 31 ($ in millions)202020192018
Private equity investment income$75 65 63 
Income from the TRA associated with Worldpay, Inc.74 346 20 
BOLI income63 60 56 
Cardholder fees44 58 56 
Consumer loan and lease fees20 23 23 
Banking center income20 22 21 
Insurance income20 19 20 
Loss on swap associated with the sale of Visa, Inc. Class B Shares(103)(107)(59)
Net losses on disposition and impairment of bank premises and equipment(31)(23)(43)
Gain on sale of Worldpay, Inc. shares 562 205 
Equity method income from interest in Worldpay Holding, LLC 
Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. — 414 
Other, net29 37 26 
Total other noninterest income$211 1,064 803 
TABLE 12: COMPONENTS OF OTHER NONINTEREST INCOME
             
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017    
 
Gain on sale of Worldpay, Inc. shares
 $
562
   
205
   
1,037   
 
Income from the TRA associated with Worldpay, Inc.
  
346
   
20
   
44   
 
Operating lease income
  
151
   
84
   
96   
 
Private equity investment income
  
65
   
63
   
36   
 
BOLI income
  
60
   
56
   
52   
 
Cardholder fees
  
58
   
56
   
54   
 
Consumer loan and lease fees
  
23
   
23
   
23   
 
Banking center income
  
22
   
21
   
20   
 
Insurance income
  
19
   
20
   
8   
 
Net gains (losses) on loan sales
  
3
   
2
   
(2)  
 
Equity method income from interest in Worldpay Holding, LLC
  
2
   
1
   
47   
 
Loss on swap associated with the sale of Visa, Inc. Class B Shares
  
(107
)  
(59
)  
(80)  
 
Net losses on disposition and impairment of bank premises and equipment
  
(23
)  
(43
)  
-   
 
Loss on sale of business
  
(4
)  
-
   
-   
 
Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.
  
-
   
414
   
-   
 
Other, net
  
47
   
24
   
22   
 
Total other noninterest income
 $
           1,224
   
            887
   
            1,357   
 
Other noninterest income increased $337decreased $853 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily due to the recognition of gainsgain on the sale of Worldpay, Inc. shares driven by the Bancorp’s sale of sharesrecognized during the first quarter of 2019 an increaseand a decrease in the income from the TRA associated with Worldpay, Inc., an increase in operating lease income and a decrease in the net losses on disposition and impairment of bank premises and equipment. These benefits were partially offset by the gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. recognized during the first quarter of 2018 as well as an increase in the loss on the swap associated with the sale of Visa, Inc. Class B Shares.

The Bancorp recognized a $562 million gain onrelated to the sale of Worldpay, Inc. shares forduring the year ended December 31, 2019 compared to a $205 million gain on the salefirst quarter of Worldpay, Inc. shares for the year ended December 31, 2018.
2019. Income from the TRA associated with Worldpay Inc. increased $326decreased $272 million from the year ended December 31, 20182019 primarily driven by a $345 million gain recognized in the fourth quarter of 2019 from the Worldpay, Inc. TRA transaction. For additional information, refer to Note 21 of the Notes to Consolidated Financial Statements. Operating lease income increased $67 million during the year ended December 31, 2019 compared to the year ended December 31, 2018 driven by the acquisition of MB Financial, Inc. Net losses on disposition and impairment of bank premises and equipment decreased $20 million during the year ended December 31, 2019 compared to the same period in the prior year driven by the impact of impairment charges of $28 million during the year ended December 31, 2019 compared to $45 million during the year ended December 31, 2018. For more information, refer to Note 8 of the Notes to Consolidated Financial Statements.

57  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Bancorp recognized a $414 million gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. during the year ended December 31, 2018. For the year ended December 31, 2019, the Bancorp recognized negative valuation adjustments of $107 million related to the Visa total return swap compared to negative valuation adjustments of $59 million during the year ended December 31, 2018.
The increase from the prior year was primarily due to the impact of litigation developments during 2019 and an increase in Visa, Inc.’s share price. For additional information on the valuation of the swap associated with the sale of Visa, Inc. Class B Shares, refer to Note 19, Note 20 and Note 29 of the Notes to Consolidated Financial Statements.
Noninterest Expense
Noninterest expense increased $702$58 million for the year ended December 31, 20192020 compared to the year ended December 31, 2018,2019 primarily due to increasesan increase in personnel costs (salaries, wagescompensation and incentives plus employee benefits),benefits expense, partially offset by decreases in technology and communications expense and other noninterestmarketing expense.

The following table presents the components of noninterest expense:
TABLE 12: Components of Noninterest Expense
For the years ended December 31 ($ in millions)20202019201820172016
Compensation and benefits$2,590 2,418 2,115 1,989 1,951 
Technology and communications362 422 285 245 234 
Net occupancy expense350 332 292 295 299 
Leasing business expense140 133 76 87 86 
Equipment expense130 129 123 117 118 
Card and processing expense121 130 123 129 132 
Marketing expense104 162 147 114 104 
Other noninterest expense921 934 797 806 813 
Total noninterest expense$4,718 4,660 3,958 3,782 3,737 
Efficiency ratio on an FTE basis(a)
61.9 %55.8 57.0 53.7 59.0 
TABLE 13: COMPONENTS OF NONINTEREST EXPENSE
                     
For the years ended December 31 ($ in millions)
 
2019    
  
2018    
  
2017    
  
2016    
  
2015        
 
Salaries, wages and incentives
 $
2,001
   
1,783
   
1,633
   
1,612
   
1,525
    
Employee benefits
  
417
   
332
   
356
   
339
   
323
 
Technology and communications
  
422
   
285
   
245
   
234
   
224
 
Net occupancy expense
  
332
   
292
   
295
   
299
   
321
 
Card and processing expense
  
130
   
123
   
129
   
132
   
153
 
Equipment expense
  
129
   
123
   
117
   
118
   
124
 
Other noninterest expense
  
        1,229
   
1,020
   
1,007
   
1,003
   
973
 
Total noninterest expense
 $
4,660
   
        3,958
   
        3,782
   
        3,737
   
        3,643
 
Efficiency ratio on an FTE basis
(a)
  
55.8
%  
57.0
   
53.7
   
59.0
   
55.6
 
(a)This is a non-GAAP measure. For further information, refer to the Non-GAAP Financial Measures section of MD&A.

(a)
This is a
non-GAAP
measure. For further information, refer to the
Non-GAAP
Financial Measures section of MD&A.
The Bancorp recognized $222$16 million and $31$222 million of merger-related expenses related to the MB Financial, Inc. acquisition for the years ended December 31, 2020 and 2019, and 2018, respectively.

70 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a summary of merger-related expenses recorded in noninterest expense:
TABLE 13: Merger-Related Expenses
For the years ended December 31 ($ in millions)20202019
Compensation and benefits$4 90 
Technology and communications6 71 
Net occupancy expense4 13 
Equipment expense 
Card and processing expense 
Marketing expense 
Other noninterest expense2 39 
Total$16 222 
TABLE 14: MERGER-RELATED EXPENSES
         
For the years ended December 31 ($ in millions)
 
2019      
  
2018        
 
Salaries, wages and incentives
 $
87
   
1    
 
Employee benefits
  
3
   
-    
 
Technology and communications
  
71
   
6    
 
Net occupancy expense
  
13
   
-    
 
Card and processing expense
  
1
   
1    
 
Equipment expense
  
1
   
-    
 
Other noninterest expense
  
46
   
23    
 
Total
 $
             222
   
            31    
 

Personnel costsCompensation and benefits expense increased $303$172 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily due to strategic hiring and the impact of raising the Bancorp’s minimum wage in the fourth quarter of 2019, as well as increases in incentive compensation driven by $90 millionstrong performance in merger-related expensesfees related to business growth during the year ended December 31, 2020. Compensation and benefits expense for the year ended December 31, 2019,2020 included $10 million of special payments to employees providing essential banking services through the addition of personnel costs from the acquisition of MB Financial, Inc. and higher deferred compensation expense.COVID-19 pandemic. Full-time equivalent employees totaled 19,872 at December 31, 2020 compared to 19,869 at December 31, 2019 compared to 17,437 at December 31, 2018.
2019.

Technology and communications expense increased $137decreased $60 million for the year ended December 31, 20192020 compared to the year ended December 31, 20182019 primarily driven by $71decreased integration and conversion costs related to the acquisition of MB Financial, Inc.

Marketing expense decreased $58 million in merger-related expenses for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to the impact of the COVID-19 pandemic, which resulted in a pause or slowdown in numerous marketing campaigns, including running less advertising as well as increased investment in contemporizing information technology architecture, mitigating information security risksthe suspension of cash bonus and growth initiatives.other account acquisition programs.

The following table presents the components of other noninterest expense:
TABLE 14: Components of Other Noninterest Expense
For the years ended December 31 ($ in millions)202020192018
Loan and lease$162 142 112 
FDIC insurance and other taxes118 81 119 
Losses and adjustments100 102 61 
Data processing75 70 57 
Professional service fees49 70 67 
Intangible amortization48 45 
Postal and courier36 38 35 
Donations36 30 21 
Travel27 68 52 
Recruitment and education21 28 32 
Insurance15 14 13 
Supplies13 14 13 
Other, net221 232 210 
Total other noninterest expense$921 934 797 
Other noninterest expense decreased $13 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to decreases in travel expense and professional service fees, partially offset by increases in FDIC insurance and other taxes and loan and lease expense.

Travel expense decreased $41 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to reduced business travel as a direct result of the COVID-19 pandemic. Professional service fees decreased $21 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to decreases in acquisition costs, consulting fees and legal expenses. FDIC insurance and other taxes increased $37 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily as a result of an increase in the assessment rate due to a change in asset mix as well as an increase in the assessment base. Loan and lease expense increased $20 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to an increase in loan closing expenses.

5871 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table presents the components of other noninterest expense:
TABLE 15: COMPONENTS OF OTHER NONINTEREST EXPENSE
             
          
For the years ended December 31 ($ in millions)
 
2019    
  
2018    
  
2017         
 
Marketing
 $
162
   
147
   
114     
 
Loan and lease
  
142
   
112
   
102     
 
Operating lease
  
124
   
76
   
87     
 
Losses and adjustments
  
102
   
61
   
59     
 
FDIC insurance and other taxes
  
81
   
119
   
127     
 
Professional service fees
  
70
   
67
   
83     
 
Data processing
  
70
   
57
   
58     
 
Travel
  
68
   
52
   
46     
 
Intangible amortization
  
45
   
5
   
2     
 
Postal and courier
  
38
   
35
   
42     
 
Donations
  
30
   
21
   
28     
 
Recruitment and education
  
28
   
32
   
35     
 
Supplies
  
14
   
13
   
14     
 
Insurance
  
14
   
13
   
12     
 
Loss (gain) on partnership investments
  
2
   
(4
)  
14     
 
Other, net
  
239
   
214
   
184     
 
Total other noninterest expense
 $
         1,229
   
1,020
   
1,007     
 
Other noninterest expense increased $209 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 and included the impact of an increase of $23 million of merger-related expenses related to the acquisition of MB Financial, Inc. as well as increases in operating lease expense, intangible amortization expense, losses and adjustments, and loan and lease expense, partially offset by a decrease in FDIC insurance and other taxes.
Operating lease expense and intangible amortization expense increased $48 million and $40 million, respectively, for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily driven by the acquisition of MB Financial, Inc.
Losses and adjustments increased $41 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily driven by increases in credit valuation adjustments on derivatives as well as legal settlements. Loan and lease expense increased $30 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily as a result of an increase in loan closing costs due to an increase in residential mortgage loan originations. FDIC insurance and other taxes decreased $38 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily due to the elimination of the FDIC surcharge in the fourth quarter of 2018.
Applicable Income Taxes
Applicable income tax expense for all periods includes the benefit from
tax-exempt
income,
tax-advantaged
investments, certain gains on sales of leveraged leases that are exempt from federal taxation 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
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 rates for the years ended December 31, 20192020 and 20182019 were primarily impacted by $160$175 million and $189$160 million, respectively, of
low-income
housing tax credits and other tax benefits and $40$27 million and $23$40 million, respectively, of tax benefits from tax exempt income, and were partially offset by $140$150 million and $154$140 million, respectively, of proportional amortization related to qualifying LIHTC investments. The increasedecrease in the effective tax rate for the year ended December 31, 2020 from 2019 from 2018 was impacted by the increaseattributable to a decrease in state income taxes. The effective tax rate for the year ended December 31, 2017 was impacted by a $253 million benefit from the remeasurement of deferred taxes as a result of the reduction in the federal income tax rate from 35 percent to 21 percent for years beginning after December 31, 2017.
The U.S. government enacted comprehensive tax legislation, the TCJA, on December 22, 2017. The TCJA made broad and complex changes to the U.S. tax code including, but not limited to, reducing the federal statutory corporate tax rate from 35 percent to 21 percent effective for tax years beginning after December 31, 2017.
U.S. GAAP requires the Bancorp to recognize the tax effects of changes in tax laws and rates on its deferred taxes in the period in which the law is enacted. As a result, for the year ended December 31, 2017, the Bancorp remeasured its deferred tax assets and liabilities and recognized an income tax benefit of approximately $253 million. For the year ended December 31, 2017, the Bancorp was subject to a federal statutory corporate tax rate of 35 percent. For years beginning after December 31, 2017, the Bancorp is subject to a federal statutory corporate tax rate of 21 percent.
For stock-based awards, U.S. GAAP requires that the tax consequences for the difference between the expense recognized for financial reporting and the Bancorp’s actual tax deduction for the stock-based awards be recognized through income tax expense in the interim periods in which they occur. The Bancorp cannot predict its stock price or whether and when its employees will exercise stock-based awards in the future. Based on its stock price at December 31, 2019, the Bancorp estimates that it may be necessary to recognize $6 million of additional income tax benefit over the next twelve months related to the settlement of stock-based awards, primarily in the first half of 2020. However, the amount of income tax expense or benefit recognized upon settlement may vary significantly from expectations based on the Bancorp’s stock price and the number of SARs exercised by employees.
59  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Bancorp’s income before income taxes, applicable income tax expense and effective tax rate are as follows:
TABLE 15: Applicable Income Taxes
For the years ended December 31 ($ in millions)20202019201820172016
Income before income taxes$1,797 3,202 2,765 2,979 2,208 
Applicable income tax expense370 690 572 799 665 
Effective tax rate20.6 %21.6 20.7 26.8 30.1 
TABLE 16: APPLICABLE INCOME TAXES
                     
                
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017
  
2016
  
2015     
 
Income before income taxes
 $
         3,202
   
2,765
   
2,979
   
2,208
   
2,493     
 
Applicable income tax expense
  
690
   
572
   
799
   
665
   
814     
 
                     
Effective tax rate
  
21.6
 %    
20.7
   
26.8
   
30.1
   
32.6     
 
6072 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS SEGMENT REVIEW
The Bancorp reports on four business segments: Commercial Banking, Branch Banking, Consumer Lending and Wealth and Asset Management. Additional information on each business segment is included in Note 32 of the Notes to 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. The credit rates for several deposit products were reset January 1, 2019 to reflectIn general, the current market rates and updated market assumptions. These rates were generally higher than those in place during 2018, thus net interest income for deposit-providing business segments was positively impacted during 2019. FTP charge rates on assets have declined since December 31, 2019 as they were affected by the prevailing level of interest rates and by the duration and repricing characteristics of the portfolio. As overall marketThe credit rates increased, the FTP charge increasedfor deposit products also declined due to lower interest rates and modified assumptions. Thus, net interest income for asset-generating business segments improved while deposit-providing business segments were negatively impacted during 2019.
the year ended December 31, 2020.

The Bancorp’s methodology for allocating provision for credit losses expense 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 expense 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 cross-sellrelationship 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 17: NET INCOME (LOSS) BY BUSINESS SEGMENT
         
TABLE 16: Net Income (Loss) by Business SegmentTABLE 16: Net Income (Loss) by Business Segment
For the years ended December 31 ($ in millions)
 
2019
  
    2018
  
    2017        
 For the years ended December 31 ($ in millions)202020192018
Income Statement Data
         Income Statement Data
Commercial Banking
 $
1,424
   
1,139
   
827        
 Commercial Banking$387 1,424 1,139 
Branch Banking
  
860
   
702
   
455        
 Branch Banking251 860 702 
Consumer Lending
  
92
   
(1
)  
17        
 Consumer Lending117 92 (1)
Wealth and Asset Management
  
112
   
97
   
65        
 Wealth and Asset Management102 112 97 
General Corporate and Other
  
24
   
256
   
816        
 General Corporate and Other570 24 256 
Net income
 $
         2,512
   
2,193
   
2,180        
 Net income$1,427 2,512 2,193 

6173 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 17: Commercial Banking
For the years ended December 31 ($ in millions)202020192018
Income Statement Data
Net interest income (FTE)(a)
$1,916 2,377 1,729 
Provision for (benefit from) credit losses1,050 183 (26)
Noninterest income:        
Commercial banking revenue524 455 402 
Service charges on deposits343 308 273 
Leasing business revenue276 270 114 
Other noninterest income158 154 128 
Noninterest expense:
Compensation and benefits557 466 344 
Leasing business expense140 133 76 
Other noninterest expense1,024 1,022 843 
Income before income taxes (FTE)446 1,760 1,409 
Applicable income tax expense(a)(b)
59 336 270 
Net income$387 1,424 1,139 
Average Balance Sheet Data
Commercial loans and leases, including held for sale$66,552 65,475 54,748 
Demand deposits24,352 16,424 16,560 
Interest checking deposits25,769 18,259 12,203 
Savings and money market deposits6,695 4,904 4,128 
Other time deposits and certificates $100,000 and over154 332 377 
Foreign office deposits184 209 362 
(a)Includes FTE adjustments of $13, $17 and $16 for the years ended December 31, 2020, 2019 and 2018, 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 section of MD&A for additional information.

Comparison of the year ended 2020 with 2019
Net income was $387 million for the year ended December 31, 2020 compared to net income of $1.4 billion for the year ended December 31, 2019. The decrease in net income was primarily driven by an increase in provision for credit losses, a decrease in net interest income on an FTE basis as well as an increase in noninterest expense partially offset by an increase in noninterest income.

Net interest income on an FTE basis decreased $461 million from the year ended December 31, 2019 primarily driven by decreases in yields on average commercial loans and leases as well as decreases in FTP credit rates on demand deposits, interest checking deposits and savings and money market deposits. These negative impacts were partially offset by decreases in FTP charge rates on loans and leases as well as decreases in rates paid on average interest checking deposits and average savings and money market deposits.

Provision for credit losses increased $867 million from the year ended December 31, 2019 primarily driven by an increase in commercial criticized asset levels as well as increases in net charge-offs on commercial and industrial loans, commercial mortgage loans and commercial leases. Net charge-offs as a percent of average portfolio loans and leases increased to 35 bps for the year ended December 31, 2020 compared to 14 bps for the year ended December 31, 2019.

Noninterest income increased $114 million from the year ended December 31, 2019 driven by increases in commercial banking revenue, service charges on deposits and leasing business revenue. Commercial banking revenue increased $69 million from the year ended December 31, 2019 primarily due to increases in institutional sales and bridge fees partially offset by a decrease in loan syndication fees. Service charges on deposits increased $35 million from the year ended December 31, 2019 primarily due to an increase in commercial deposit fees primarily due to lower earnings credit rates. Leasing business revenue increased $6 million from the year ended December 31, 2019 primarily driven by increases in lease syndication fees and operating lease income partially offset by a decrease in lease remarketing fees.

TABLE 18: COMMERCIAL BANKING74 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
             
For the years ended December 31 ($ in millions)
 
2019
  
    2018
  
2017    
 
Income Statement Data
         
Net interest income (FTE)
(a)
 $
2,377
   
1,729
   
1,678        
 
Provision for (benefit from) credit losses
  
183
   
(26
)  
38        
 
Noninterest income:
        
        
 
Corporate banking revenue
  
565
   
432
   
348        
 
Service charges on deposits
  
308
   
273
   
287        
 
Other noninterest income
  
314
   
212
   
203        
 
Noninterest expense:
         
Personnel costs
  
466
   
344
   
294        
 
Other noninterest expense
  
1,155
   
919
   
940        
 
Income before income taxes (FTE)
  
1,760
   
1,409
   
1,244        
 
Applicable income tax expense
(a)(b)
  
336
   
270
   
417        
 
Net income
 $
1,424
   
1,139
   
827        
 
Average Balance Sheet Data
         
Commercial loans and leases, including held for sale
 $
         65,475
   
54,748
   
53,743        
 
Demand deposits
  
16,424
   
16,560
   
19,519        
 
Interest checking deposits
  
18,259
   
12,203
   
9,080        
 
Savings and money market deposits
  
4,904
   
4,128
   
5,337        
 
Other time deposits and certificates $100,000 and over
  
332
   
377
   
899        
 
Foreign office deposits
  
209
   
362
   
372        
 
Noninterest expense increased $100 million from the year ended December 31, 2019 driven by increases in compensation and benefits and leasing business expense. Compensation and benefits increased $91 million from the year ended December 31, 2019 due to an increase in personnel costs primarily as a result of the MB Financial, Inc. acquisition at the end of the first quarter of 2019 and an increase in incentive compensation driven by strong performance in fees related to business growth during the year ended December 31, 2020, as well as strategic hiring. Leasing business expense increased $7 million from the year ended December 31, 2019 primarily due to an increase in operating lease expense driven by the MB Financial, Inc. acquisition at the end of the first quarter of 2019.

(a)
Includes FTE adjustments of
$17
, $16 and $26 for the years ended
December 31, 2019,
2018 and 2017, respectively.
Average commercial loans and leases increased $1.1 billion from the year ended December 31, 2019 primarily due to increases in average commercial mortgage loans and average commercial construction loans partially offset by a decrease in average commercial leases. Average commercial mortgage loans increased $1.1 billion from the year ended December 31, 2019 primarily as a result of increases in loan originations and permanent financing from the Bancorp’s commercial construction loan portfolio. Average commercial construction loans increased $360 million from the year ended December 31, 2019 primarily as a result of increased line of credit utilization as well as lower levels of payoffs. Average commercial leases decreased $541 million from the year ended December 31, 2019 primarily as a result of a planned reduction in indirect non-relationship-based lease originations.

(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 section of MD&A for additional information.
Average core deposits increased $17.2 billion from the year ended December 31, 2019 primarily due to increases in average demand deposits, average interest checking deposits and average savings and money market deposits. Average interest checking deposits increased $7.5 billion, average demand deposits increased $7.9 billion and average savings and money market deposits increased $1.8 billion from the year ended December 31, 2019. These increases were primarily as a result of higher average balances per commercial customer account due to increased liquidity levels in the current economic environment.

Comparison of the year ended 2019 with 2018
Net income was $1.4 billion for the year ended December 31, 2019 compared to net income of $1.1 billion for the year ended December 31, 2018. The increase in net income was driven by increases in net interest income on an FTE basis and noninterest income partially offset by increases in noninterest expense and provision for credit losses.

Net interest income on an FTE basis increased $648 million from the year ended December 31, 2018 primarily driven by increases in both average balances and yields on commercial loans and leases, increases in FTP credits on interest checking deposits and increases in FTP credit rates on demand deposits. These increases were partially offset by increases in FTP charges on loans and leases and increases in both average balances and rates paid on interest checking deposits.

Provision for credit losses increased $209 million from the year ended December 31, 2018 driven by the impact of an increase in criticized asset levels partially offset by a decrease in net charge-offs on commercial and industrial loans. Net charge-offs as a percent of average portfolio loans and leases decreased to 14 bps for the year ended December 31, 2019 compared to 18 bps for the year ended December 31, 2018.

Noninterest income increased $270 million from the year ended December 31, 2018 driven by increases in corporateleasing business revenue, commercial banking revenue, other noninterest income and service charges on deposits. Corporate bankingdeposits and other noninterest income. Leasing business revenue increased $133 million from the year ended December 31, 2018 driven by increases in leasing business revenue, lease remarketing fees, institutional sales revenue and business lending fees.
Other noninterest income increased $102$156 million from the year ended December 31, 2018 primarily due to increases in operating lease income, card and processingleasing business solutions revenue and private equity investment income.lease remarketing fees partially offset by a decrease in lease syndication fees. Commercial banking revenue increased $53 million from the year ended December 31, 2018 driven by increases in institutional sales revenue and business lending fees. Service charges on deposits increased $35 million from the year ended December 31, 2018 primarily driven by an increase in commercial deposit fees.
Other noninterest income increased $26 million from the year ended December 31, 2018 primarily due to increases in card and processing revenue and private equity investment income.

Noninterest expense increased $358 million from the year ended December 31, 2018 due to increases in other noninterest expense, compensation and personnel costs. benefits and leasing business expense. Other noninterest expense increased $236$179 million from the year ended December 31, 2018 primarily due to increases in corporate overhead allocations, operating lease expense, intangible amortization expense and losses and adjustments. Personnel costsCompensation and benefits increased $122 million from the year ended December 31, 2018 due to increases in base compensation and incentive compensation primarily as a result of the MB Financial, Inc. acquisition as well as an increase in employee benefits expense.
Leasing business expense increased $57 million from the year ended December 31, 2018 primarily due to an increase in operating lease expense.

Average commercial loans and leases increased $10.7 billion from the year ended December 31, 2018 primarily due to increases in average commercial and industrial loans and average commercial mortgage loans. Average commercial and industrial loans increased $7.4 billion from the year ended December 31, 2018 primarily as a result of the acquisition of MB Financial, Inc. as well as an increase in loan originations. Average commercial mortgage loans increased $3.2 billion from the year ended December 31, 2018 as a result of the acquisition of MB Financial, Inc. and increases in loan originations as well as permanent financing from the Bancorp’s commercial construction loan portfolio.

Average core deposits increased $6.6 billion from the year ended December 31, 2018 primarily driven by increases in average interest checking deposits and average savings and money market deposits partially offset by decreases in average foreign office deposits and average demand deposits.
62  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Average interest checking deposits increased $6.1 billion from the year ended December 31, 2018 primarily due to balance migration from demand deposit accounts and an increase in average balances per commercial customer account as well as the acquisition of MB Financial, Inc. Average savings and money market deposits increased $776 million from the year ended December 31, 2018 primarily
75 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
due to the acquisition of MB Financial, Inc. and an increase in average balances per commercial customer account. Average foreign office deposits decreased $153 million from the year ended December 31, 2018 driven by balance migration into interest checking deposits. Average demand deposits decreased $136 million from the year ended December 31, 2018 primarily driven by balance migration into interest checking deposits partially offset by the acquisition of MB Financial, Inc.
Comparison of the year ended 2018 with 2017
Net income was $1.1 billion for the year ended December 31, 2018 compared to net income of $827 million for the year ended December 31, 2017. The increase in net income was driven by increases in noninterest income and net interest income on an FTE basis and a decrease in the provision for credit losses partially offset by an increase in noninterest expense.
Net interest income on an FTE basis increased $51 million from the year ended December 31, 2017 primarily driven by increases in yields on average commercial loans and leases and increases in FTP credits on interest checking deposits. These increases were partially offset by increases in FTP charge rates on loans and leases, increases in the rates paid on core deposits and decreases in FTP credits on demand deposits driven by lower average balances.
Provision for credit losses decreased $64 million from the year ended December 31, 2017 primarily driven by a decrease in commercial criticized asset levels as well as a decrease in net charge-offs. Net charge-offs as a percent of average portfolio loans and leases decreased to 18 bps for the year ended December 31, 2018 compared to 19 bps for the year ended December 31, 2017.
Noninterest income increased $79 million from the year ended December 31, 2017 primarily driven by an increase in corporate banking revenue and other noninterest income partially offset by a decrease in service charges on deposits. Corporate banking revenue increased $84 million from the year ended December 31, 2017 driven by increases in lease remarketing fees, institutional sales revenue, syndication fees, contract revenue from commercial customer derivatives and foreign exchange fees partially offset by decreases in letter of credit fees and business lending fees.
The increase in lease remarketing fees for the year ended December 31, 2018 included the impact of $52 million of impairment charges related to certain operating lease assets that were recognized during the year ended December 31, 2017. Other noninterest income increased $9 million from the year ended December 31, 2017 primarily due to an increase in private equity investment income. Service charges on deposits decreased $14 million from the year ended December 31, 2017.
Noninterest expense increased $29 million from the year ended December 31, 2017 due to an increase in personnel costs partially offset by a decrease in other noninterest expense. Personnel costs increased $50 million from the year ended December 31, 2017 primarily due to increased incentive compensation and base compensation. Other noninterest expense decreased $21 million from the year ended December 31, 2017 primarily due to the impact of gains and losses on partnership investments and decreases in operating lease expense and consulting expense partially offset by an increase in corporate overhead allocations.
Average commercial loans increased $1.0 billion from the year ended December 31, 2017 primarily due to increases in average commercial and industrial loans and average commercial construction loans partially offset by decreases in average commercial leases and average commercial mortgage loans. Average commercial and industrial loans increased $973 million from the year ended December 31, 2017 as a result of an increase in loan originations, a decrease in payoffs and an increase in drawn balances on existing revolving lines of credit. Average commercial construction loans increased $404 million from the year ended December 31, 2017 primarily due to increases in draw levels on existing commitments. Average commercial leases decreased $218 million from the year ended December 31, 2017 primarily as a result of a planned reduction in indirect
non-relationship
based lease originations. Average commercial mortgage loans decreased $154 million from the year ended December 31, 2017 due to an increase in paydowns in the fourth quarter of 2017 and lower loan origination activity through the first two quarters of 2018.
Average core deposits decreased $1.1 billion from the year ended December 31, 2017. The decrease was driven by decreases in average demand deposits of $3.0 billion and average savings and money market deposits of $1.2 billion compared to the year ended December 31, 2017 primarily due to lower average balances per account. These decreases were partially offset by an increase in average interest checking deposits of $3.1 billion compared to the year ended December 31, 2017 primarily due to balance migration from demand deposit accounts and an increase in average balances per commercial customer account as well as the acquisition of new commercial customers.

63  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Branch Banking
Branch Banking provides a full range of deposit and loan products to individuals and small businesses through 1,1491,134 full-service banking centers. Branch Banking offers depository and loan products, such as checking and savings accounts, home equity loans
and lines of credit, credit cards and loans for automobiles and other personal financing needs, as well as products designed to meet the specific needs of small businesses, including cash management services.

The following table contains selected financial data for the Branch Banking segment:
TABLE 18: Branch Banking
For the years ended December 31 ($ in millions)202020192018
Income Statement Data
Net interest income$1,667 2,371 2,034 
Provision for credit losses231 224 171 
Noninterest income:    
Card and processing revenue283 285 266 
Service charges on deposits215 260 275 
Wealth and asset management revenue172 158 150 
Other noninterest income81 99 63 
Noninterest expense:
Compensation and benefits649 601 536 
Net occupancy and equipment expense217 221 225 
Card and processing expense116 123 121 
Other noninterest expense887 915 846 
Income before income taxes318 1,089 889 
Applicable income tax expense67 229 187 
Net income$251 860 702 
Average Balance Sheet Data
Consumer loans$12,777 13,200 13,034 
Commercial loans, including held for sale2,268 2,170 1,938 
Demand deposits19,755 15,802 14,336 
Interest checking deposits12,608 10,716 10,187 
Savings and money market deposits37,030 33,173 29,473 
Other time deposits and certificates $100,000 and over5,370 7,532 5,348 

Comparison of the year ended 2020 with 2019
Net income was $251 million for the year ended December 31, 2020 compared to net income of $860 million for the year ended December 31, 2019. The decrease was driven by decreases in net interest income and noninterest income as well as increases in noninterest expense and provision for credit losses.

Net interest income decreased $704 million from the year ended December 31, 2019 primarily due to decreases in FTP credit rates on core deposits and FTP credits on certificates $100,000 and over as well as decreases in yields on and average balances of home equity and credit card. These negative impacts were partially offset by decreases in the rates paid on average interest-bearing deposits as well as decreases in FTP charge rates on loans and leases.

Provision for credit losses increased $7 million from the year ended December 31, 2019 primarily due to an increase in commercial criticized asset levels as well as an increase in net charge-offs on commercial and industrial loans partially offset by decreases in net charge-offs on other consumer loans, credit card and home equity. Net charge-offs as a percent of average portfolio loans and leases decreased to 135 bps for the year ended December 31, 2020 compared to 144 bps for the year ended December 31, 2019.

Noninterest income decreased $51 million from the year ended December 31, 2019 primarily driven by decreases in service charges on deposits and other noninterest income partially offset by an increase in wealth and asset management revenue. Service charges on deposits decreased $45 million from the year ended December 31, 2019 driven by decreases in both consumer deposit fees and commercial deposit fees. Other noninterest income decreased $18 million from the year ended December 31, 2019 primarily driven by a decrease in cardholder
TABLE 19: BRANCH BANKING76 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
             
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017        
 
Income Statement Data
         
Net interest income
 $
2,371
   
            2,034
   
            1,782        
 
Provision for credit losses
  
224
   
171
   
153        
 
Noninterest income:
        
    
 
Card and processing revenue
  
285
   
266
   
251        
 
Service charges on deposits
  
260
   
275
   
265        
 
Wealth and asset management revenue
  
158
   
150
   
141        
 
Other noninterest income
  
99
   
63
   
99        
 
Noninterest expense:
         
Personnel costs
  
601
   
536
   
526        
 
Net occupancy and equipment expense
  
221
   
225
   
228        
 
Card and processing expense
  
123
   
121
   
127        
 
Other noninterest expense
  
915
   
846
   
800        
 
Income before income taxes
  
1,089
   
889
   
704        
 
Applicable income tax expense
  
229
   
187
   
249        
 
Net income
 $
860
   
702
   
455        
 
Average Balance Sheet Data
         
Consumer loans
 $
         13,200
   
13,034
   
13,008        
 
Commercial loans
  
2,170
   
1,938
   
1,918        
 
Demand deposits
  
15,802
   
14,336
   
13,895        
 
Interest checking deposits
  
10,716
   
10,187
   
10,226        
 
Savings and money market deposits
  
33,173
   
29,473
   
27,603        
 
Other time deposits and certificates $100,000 and over
  
7,532
   
5,348
   
4,965        
 
fees and an increase in net losses on disposition and impairment of bank premises and equipment. Wealth and asset management revenue increased $14 million from the year ended December 31, 2019 primarily driven by increases in broker income and private client service fees.

Noninterest expense increased $9 million from the year ended December 31, 2019 primarily due to an increase in compensation and benefits partially offset by decreases in other noninterest expense and card and processing expense. Compensation and benefits increased $48 million from the year ended December 31, 2019 driven by increases in base compensation, employee benefits expense and incentive compensation. Other noninterest expense decreased $28 million from the year ended December 31, 2019 primarily driven by decreases in marketing expense and losses and adjustments partially offset by increases in corporate overhead allocations and FDIC insurance and other taxes. Card and processing expense decreased $7 million from the year ended December 31, 2019 primarily driven by a decrease in customer spend volume.

Average consumer loans decreased $423 million from the year ended December 31, 2019 primarily driven by a decrease in average home equity as payoffs exceeded loan originations as well as a decrease in average credit card driven by the negative economic impacts from the COVID-19 pandemic, including reductions in the number of active accounts as well as higher paydowns relative to spend per active account. These decreases were partially offset by an increase in average other consumer loans primarily as a result of increases in loan originations.

Average deposits increased $7.5 billion from the year ended December 31, 2019 primarily driven by increases in average demand deposits, average savings and money market deposits and average interest checking deposits partially offset by decreases in average other time deposits and certificates $100,000 and over. Average demand deposits increased $4.0 billion, average savings and money market deposits increased $3.9 billion and average interest checking deposits increased $1.9 billion from the year ended December 31, 2019 primarily as a result of higher balances per customer account due to uncertainty regarding the COVID-19 pandemic, fiscal stimulus and decreased consumer spending. Average other time deposits and certificates $100,000 and over decreased $2.2 billion from the year ended December 31, 2019 primarily due to lower offering rates on certificates less than $100,000 as well as a decrease in average certificates $100,000 and over from the year ended December 31, 2019.

Comparison of the year ended 2019 with 2018
Net income was $860 million for the year ended December 31, 2019 compared to net income of $702 million for the year ended December 31, 2018. The increase was driven by increases in net interest income and noninterest income partially offset by increases in noninterest expense and provision for credit losses.

Net interest income increased $337 million from the year ended December 31, 2018. The increase was primarily due to increases in FTP credits on core deposits and certificates $100,000 and over as well as increases in average balances of other consumer loans and credit card. These benefits were partially offset by increases in both the rates paid on and average balances of savings and money market deposits and other time deposits and certificates $100,000 and over as well as an increase in FTP charge rates on loans and leases.

Provision for credit losses increased $53 million from the year ended December 31, 2018 primarily due to increases in net charge-offs on credit card and other consumer loans. Net charge-offs as a percent of average portfolio loans and leases increased to 144 bps for the year ended December 31, 2019 compared to 114 bps for the year ended December 31, 2018.

Noninterest income increased $48 million from the year ended December 31, 2018 driven by increases in other noninterest income, card and processing revenue and wealth and asset management revenue partially offset by a decrease in service charges on deposits. Other noninterest income increased $36 million from the year ended December 31, 2018 primarily due to the impact of impairment on bank premises and equipment recognized during 2018. Card and processing revenue increased $19 million from the year ended December 31, 2018 primarily driven by increases in the number of actively used cards and customer spend volume.
Wealth and asset management revenue increased $8 million from the year ended December 31, 2018 primarily driven by increases in brokerage feesbroker income and private client service fees. Service charges on deposits decreased $15 million from the year ended December 31, 2018 due to a decrease in consumer deposit fees partially offset by an increase in commercial deposit fees.

Noninterest expense increased $132 million from the year ended December 31, 2018 primarily due to increases in other noninterest expense and personnel costs. compensation and benefits. Other noninterest expense increased $69 million from the year ended December 31, 2018 primarily due to increases in corporate overhead allocations, intangible amortization expense and loan and lease expense partially offset by a decrease in FDIC insurance and other taxes. Personnel costsCompensation and benefits increased $65 million from the year ended December 31, 2018 due to higher base compensation primarily as a result of the MB Financial, Inc. acquisition as well as increases in employee benefits expense and incentive compensation.

Average consumer loans increased $166 million from the year ended December 31, 2018 primarily driven by an increase in average other consumer loans of $649 million primarily due to growth in
point-of-sale
loan originations. This increase was partially offset by decreases in average home equity loans of $303 million and average residential mortgage loans of $259 million as payoffs exceeded loan production.

Average core deposits increased $7.0 billion from the year ended December 31, 2018 primarily driven by growth in average savings and money market deposits of $3.7 billion and growth in average demand deposits of $1.5 billion. These increases were primarily due to the acquisition of MB Financial, Inc. as well as promotional product offerings, which drove consumer customer acquisition and growth in balances from existing customers.
6477 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
balances from existing customers. The increase in average core deposits also included an increase in interest checking deposits of $529 million from the year ended December 31, 2018 primarily as a result of the acquisition of MB Financial, Inc. Average other time deposits and certificates $100,000 and over increased $2.2 billion from the year ended December 31, 2018 primarily as a result of the acquisition of MB Financial, Inc. as well as promotional product offerings, which drove increased production.
Comparison of the year ended 2018 with 2017
Net income was $702 million for the year ended December 31, 2018 compared to net income of $455 million for the year ended December 31, 2017. The increase was driven by an increase in net interest income partially offset by increases in noninterest expense and provision for credit losses.
Net interest income increased $252 million from the year ended December 31, 2017. The increase was primarily due to increases in FTP credit rates on core deposits as well as increases in interest income on other consumer loans driven by higher average balances. These benefits were partially offset by increases in FTP charge rates on loans and leases and increases in the rates paid on savings and money market deposits. In addition, the increase in net interest income was partially offset by the impact of a $12 million benefit in the first quarter of 2017 related to a revised estimate of refunds to be offered to certain bankcard customers.
Provision for credit losses increased $18 million from the year ended December 31, 2017 primarily due to an increase in net charge-offs on other consumer loans and credit card. Net charge-offs as a percent of average portfolio loans and leases increased to 114 bps for the year ended December 31, 2018 compared to 102 bps for the year ended December 31, 2017.
Noninterest income decreased $2 million from the year ended December 31, 2017 primarily driven by a decrease in other noninterest income partially offset by increases in card and processing revenue, service charges on deposits and wealth and asset management revenue. Other noninterest income decreased $36 million from the year ended December 31, 2017 primarily due to the impact of impairments on bank premises and equipment.
Card and processing revenue increased $15 million from the year ended December 31, 2017 primarily driven by increases in the number of actively used cards and customer spend volume. Service charges on deposits increased $10 million from the year ended December 31, 2017 primarily due to an increase in consumer deposit fees. Wealth and asset management revenue increased $9 million from the year ended December 31, 2017 primarily driven by increases in private client service fees and brokerage fees.
Noninterest expense increased $47 million from the year ended December 31, 2017 primarily due to increases in other noninterest expense and personnel costs. Other noninterest expense increased $46 million from the year ended December 31, 2017 primarily due to increases in corporate overhead allocations and loan and lease expense. Personnel costs increased $10 million from the year ended December 31, 2017 primarily due to higher base compensation driven by an increase in the Bancorp’s minimum wage as a result of benefits received from the TCJA.
Average consumer loans increased $26 million from the year ended December 31, 2017 primarily driven by an increase in average other consumer loans of $1.0 billion primarily due to growth in
point-of-sale
loan originations. This increase from the year ended December 31, 2017 was partially offset by decreases in average home equity loans of $530 million and average residential mortgage loans of $310 million as payoffs exceeded new loan production.
Average core deposits increased $2.6 billion from the year ended December 31, 2017 primarily driven by growth in average savings and money market deposits of $1.9 billion and growth in average demand deposits of $441 million. Average savings and money market deposits increased as a result of promotional rate offers facilitated by the rising-rate environment and growth in the Fifth Third Preferred Banking program. Average demand deposits increased primarily due to an increase in average balances per customer account and the acquisition of new customers driven by increased marketing efforts. Other time deposits and certificates $100,000 and over increased $383 million from the year ended December 31, 2017 primarily due to shifting customer preferences as a result of the rising-rate environment.

65  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Consumer Lending
Consumer Lending includes the Bancorp’s residential mortgage, automobile and other indirect lending activities. Residential mortgage activities within Consumer Lending include the origination, retention and servicing of residential mortgage loans, sales and securitizations of those loans pools of loans, and all associated hedging activities.
Residential mortgages are primarily originated through a dedicated sales force and through third-party correspondent lenders. Automobile and other indirect lending activities include extending loans to consumers through automobile dealers, motorcycle dealers, powersport dealers, recreational vehicle dealers and marine dealers.

The following table contains selected financial data for the Consumer Lending segment:
TABLE 19: Consumer Lending
For the years ended December 31 ($ in millions)202020192018
Income Statement Data
Net interest income$381 325 237 
Provision for credit losses34 49 42 
Noninterest income:
Mortgage banking net revenue307 279 206 
Other noninterest income12 17 (1)
Noninterest expense:
Compensation and benefits221 196 192 
Other noninterest expense297 259 210 
Income (loss) before income taxes148 117 (2)
Applicable income tax expense (benefit)31 25 (1)
Net income (loss)$117 92 (1)
Average Balance Sheet Data
Residential mortgage loans, including held for sale$13,182 13,027 11,803 
Home equity192 220 243 
Indirect secured consumer loans12,273 10,109 8,676 

Comparison of the year ended 2020 with 2019
Net income was $117 million for the year ended December 31, 2020 compared to net income of $92 million for the year ended December 31, 2019. The increase was primarily driven by increases in net interest income and noninterest income as well as a decrease in provision for credit losses partially offset by an increase in noninterest expense.

Net interest income increased $56 million from the year ended December 31, 2019 primarily driven by increases in average indirect secured consumer loans and decreases in FTP charge rates on loans and leases partially offset by decreases in FTP credit rates on demand deposits and yields on average residential mortgage loans and average indirect secured consumer loans.

Provision for credit losses decreased $15 million from the year ended December 31, 2019 primarily driven by a decrease in net charge-offs on indirect secured consumer loans. Net charge-offs as a percent of average portfolio loans and leases decreased to 14 bps for the year ended December 31, 2020 compared to 22 bps for the year ended December 31, 2019.

Noninterest income increased $23 million from the year ended December 31, 2019 driven by an increase in mortgage banking net revenue primarily due to an increase in origination fees and gains on loan sales, partially offset by a decrease in net mortgage servicing 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 $63 million from the year ended December 31, 2019 due to increases in other noninterest expense and compensation and benefits. Other noninterest expense increased $38 million from the year ended December 31, 2019 primarily driven by an increase in corporate overhead allocations partially offset by a decrease in OREO expense. Compensation and benefits increased $25 million from the year ended December 31, 2019 primarily due to increases in base compensation and incentive compensation resulting from the increased mortgage origination activity for the year ended December 31, 2020.

Average consumer loans increased $2.3 billion from the year ended December 31, 2019 primarily due to increases in average indirect secured consumer loans and average residential mortgage loans. Average indirect secured consumer loans increased $2.2 billion from the year ended December 31, 2019 primarily due to loan production exceeding payoffs. Average residential mortgage loans increased $155 million from the
TABLE 20: CONSUMER LENDING78 Fifth Third Bancorp
             
          
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017     
 
Income Statement Data
         
Net interest income
 $
325
   
237
   
240     
 
Provision for credit losses
  
49
   
42
   
40     
 
Noninterest income:
         
Mortgage banking net revenue
  
279
   
206
   
217     
 
Other noninterest income
  
17
   
(1
)  
20     
 
Noninterest expense:
         
Personnel costs
  
196
   
192
   
189     
 
Other noninterest expense
  
259
   
210
   
222     
 
Income (loss) before income taxes
  
117
   
(2
)  
26     
 
Applicable income tax expense (benefit)
  
25
   
(1
)  
9     
 
Net income (loss)
 $
92
   
(1
)  
17     
 
Average Balance Sheet Data
         
Residential mortgage loans, including held for sale
 $
         13,027
   
11,803
   
11,494     
 
Home equity
  
220
   
243
   
293     
 
Indirect secured consumer loans
  
10,109
   
8,676
   
8,939     
 


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
year ended December 31, 2019 driven by the repurchase of certain loans from GNMA that were in forbearance programs partially offset by higher runoff due to payoffs exceeding loan originations.

Comparison of the year ended 2019 with 2018
Net income was $92 million for the year ended December 31, 2019 compared to a net loss of $1 million for the year ended December 31, 2018. The increase was driven by increases in noninterest income and net interest income partially offset by increases in noninterest expense and provision for credit losses.

Net interest income increased $88 million from the year ended December 31, 2018 primarily driven by increases in both yields on and average balances of indirect secured consumer loans and residential mortgage loans as well as an increase in FTP credits on demand deposits. These benefits were partially offset by increases in FTP charges on loans and leases.

Provision for credit losses increased $7 million from the year ended December 31, 2018 primarily driven by an increase in net charge-offs on indirect secured consumer loans partially offset by a decrease in net charge-offs on residential mortgage loans. Net charge-offs as a percent of average portfolio loans and leases increased to 22 bps for the year ended December 31, 2019 compared to 21 bps for the year ended December 31, 2018.

Noninterest income increased $91 million from the year ended December 31, 2018 driven by increases in mortgage banking net revenue and other noninterest income. Mortgage banking net revenue increased $73 million from the year ended December 31, 2018 primarily driven by an increase in origination fees and gains on loan sales. 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. Other noninterest income increased $18 million from the year ended December 31, 2018 primarily due to the recognition of $3 million of gains on securities acquired as a component of the Bancorp’s
non-qualifying
hedging strategy of MSRs during the year ended December 31, 2019 compared to the recognition of $15 million of losses during the year ended December 31, 2018.

Noninterest expense increased $53 million from the year ended December 31, 2018 primarily due to an increase in other noninterest expense primarily driven by increases in corporate overhead allocations, loan and lease expense and losses and adjustments.

Average consumer loans increased $2.6 billion from the year ended December 31, 2018 primarily driven by increases in average indirect secured consumer loans and average residential mortgage loans. Average indirect secured consumer loans increased $1.4 billion from the year ended December 31, 2018 primarily driven by the acquisition of MB Financial, Inc. and higher loan production exceeding payoffs. Average residential mortgage loans increased $1.2 billion from the year ended December 31, 2018 primarily driven by the acquisition of MB Financial, Inc.

Comparison of the year ended 2018 with 2017
Consumer Lending incurred a net loss of $1 million for the year ended December 31, 2018 compared to net income of $17 million for the year ended December 31, 2017. The decrease was driven by a decrease in noninterest income partially offset by a decrease in noninterest expense.
Net interest income decreased $3 million from the year ended December 31, 2017 primarily driven by an increase in FTP charge rates on loans and leases partially offset by increases in yields on average automobile loans and average residential mortgage loans.
Provision for credit losses increased $2 million from the year ended December 31, 2017. Net charge-offs as a percent of average portfolio loans and leases increased to 21 bps for the year ended December 31, 2018 compared to 20 bps for the year ended December 31, 2017.
Noninterest income decreased $32 million from the year ended December 31, 2017 driven by decreases in other noninterest income and mortgage banking net revenue. Other noninterest income decreased $21 million from the year ended December 31, 2017 primarily due to an increase in the loss on securities acquired as a component of the Bancorp’s
non-qualifying
hedging strategy of MSRs resulting from increased interest rates. Mortgage banking net revenue decreased $11 million from the year ended December 31, 2017 primarily driven by a decrease in mortgage origination fees and gains on loan sales partially offset by an increase in net mortgage servicing revenue.
6679 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Noninterest expense decreased $9 million from the year ended December 31, 2017 driven by a decrease in other noninterest expense partially offset by an increase in personnel costs. Other noninterest expense decreased $12 million from the year ended December 31, 2017 primarily due to decreases in corporate overhead allocations and operational losses. Personnel costs increased $3 million from the year ended December 31, 2017 primarily due to an increase in base compensation.
Average consumer loans decreased $4 million from the year ended December 31, 2017. Average indirect secured consumer loans decreased $263 million from the year ended December 31, 2017 as payoffs exceeded new loan production due to a strategic shift focusing on improving risk-adjusted returns.
Average home equity decreased $50 million from the year ended December 31, 2017 as the vintage portfolio continued to pay down. Average residential mortgage loans increased $309 million from the year ended December 31, 2017 primarily driven by the continued retention of certain agency conforming ARMs and certain other fixed-rate loans.
Wealth and Asset Management
Wealth and Asset Management provides a full range of investment alternatives for individuals, companies and
not-for-profit
organizations. Wealth and Asset Management is made up of four main businesses: FTS, an indirect wholly-owned subsidiary of the Bancorp; Fifth Third Insurance Agency; 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 Insurance Agency assists clients with their financial and risk management needs. 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 20: Wealth and Asset Management
For the years ended December 31 ($ in millions)202020192018
Income Statement Data
Net interest income$139 182 182 
Provision for credit losses3 — 12 
Noninterest income:
Wealth and asset management revenue498 469 429 
Other noninterest income28 20 27 
Noninterest expense:
Compensation and benefits218 217 202 
Other noninterest expense315 312 302 
Income before income taxes129 142 122 
Applicable income tax expense27 30 25 
Net income$102 112 97 
Average Balance Sheet Data
Loans and leases, including held for sale$3,659 3,580 3,421 
Core deposits10,967 9,701 9,332 

Comparison of the year ended 2020 with 2019
Net income was $102 million for the year ended December 31, 2020 compared to net income of $112 million for the year ended December 31, 2019. The decrease in net income was primarily driven by a decrease in net interest income partially offset by an increase in noninterest income.

Net interest income decreased $43 million for the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily driven by decreases in FTP credit rates on deposits as well as decreases in yields on average loans and leases. These negative impacts were partially offset by decreases in the rates paid on average interest checking deposits and average savings and money market deposits as well as decreases in FTP charge rates on loans and leases.

Provision for credit losses increased $3 million from the year ended December 31, 2019 primarily driven by an increase in net charge-offs on residential mortgage loans.

Noninterest income increased $37 million from the year ended December 31, 2019 due to increases in wealth and asset management revenue and other noninterest income. Wealth and asset management revenue increased $29 million from the year ended December 31, 2019 primarily as a result of increases in broker income, private client service fees and institutional fees. Other noninterest income increased $8 million from the year ended December 31, 2019 primarily due to a loss on sale of a business recognized during the year ended December 31, 2019.

Noninterest expense increased $4 million from the year ended December 31, 2019 primarily due to an increase in other noninterest expense driven by an increase in corporate overhead allocations partially offset by a decrease in travel expense.

Average loans and leases increased $79 million from the year ended December 31, 2019 primarily driven by increases in average residential mortgage loans and average other consumer loans as a result of higher loan production, partially offset by a decrease in average commercial and industrial loans as payoffs exceeded new loan production.

Average core deposits increased $1.3 billion from the year ended December 31, 2019 primarily due to increases in average interest checking deposits and average savings and money market deposits as a result of higher balances per customer account due to the current economic environment.

TABLE 21: WEALTH80 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ASSET MANAGEMENTANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
             
          
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017     
 
Income Statement Data
         
Net interest income
 $
182
   
182
   
154     
 
Provision for credit losses
  
-
   
12
   
6     
 
Noninterest income:
         
Wealth and asset management revenue
  
469
   
429
   
407     
 
Other noninterest income
  
20
   
27
   
12     
 
Noninterest expense:
         
Personnel costs
  
217
   
202
   
181     
 
             
Other noninterest expense
  
312
   
302
   
287     
 
Income before income taxes
  
142
   
122
   
99     
 
Applicable income tax expense
  
30
   
25
   
34     
 
             
Net income
 $
112
   
97
   
65     
 
Average Balance Sheet Data
         
Loans and leases, including held for sale
 $
         3,580
   
3,421
   
3,277     
 
             
Core deposits
  
9,701
   
9,332
   
8,782     
 
Comparison of the year ended 2019 with 2018
Net income was $112 million for the year ended December 31, 2019 compared to net income of $97 million for the year ended December 31, 2018. The increase in net income was driven by an increase in noninterest income as well as a decrease in provision for credit losses partially offset by an increase in noninterest expense.

Net interest income remained flat for the year ended December 31, 2019 compared to the year ended December 31, 2018. Net interest income was positively impacted by increases in FTP credits on interest checking deposits and savings and money market deposits as well as increases in both yields on and average balances of loans and leases. These positive impacts were offset by an increase in the rates paid on interest checking deposits as well as an increase in FTP charges on loans and leases.

Provision for credit losses decreased $12 million from the year ended December 31, 2018 driven by a decrease in net charge-offs on commercial and industrial loans. This decrease was partially offset by the impact of the benefit of lower criticized asset levels for the year ended December 31, 2018.

Noninterest income increased $33 million from the year ended December 31, 2018 due to an increase in wealth and asset management revenue partially offset by a decrease in other noninterest income. Wealth and asset management revenue increased $40 million from the year ended December 31, 2018 primarily due to an increase in private client service fees driven by increased sales production and strong market performance as well as the full-year benefit from acquisitions in 2018 and the acquisition of MB Financial, Inc.
Other noninterest income decreased $7 million from the year ended December 31, 2018 primarily due to a loss on sale of a business recognized during the second quarter of 2019.

Noninterest expense increased $25 million from the year ended December 31, 2018 due to increases in personnel costscompensation and benefits and other noninterest expense. Personnel costsCompensation and benefits increased $15 million from the year ended December 31, 2018 primarily due to higher base compensation driven by the full-year impact from acquisitions in 2018 and the acquisition of MB Financial, Inc. Other noninterest expense increased $10 million from the year ended December 31, 2018 primarily driven by an increase in corporate overhead allocations partially offset by a decrease in FDIC insurance and other taxes.

Average loans and leases increased $159 million from the year ended December 31, 2018 primarily due to an increase in average residential mortgage loans driven by the acquisition of MB Financial, Inc., partially offset by a decrease in average commercial and industrial loans as payoffs exceeded new loan production.

Average core deposits increased $369 million from the year ended December 31, 2018 primarily due to an increase in average interest checking deposits primarily as a result of the acquisition of MB Financial, Inc. as well as an increase in average savings and money market deposits.

67  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Comparison of the year ended 2018 with 2017
Net income was $97 million for the year ended December 31, 2018 compared to net income of $65 million for the year ended December 31, 2017. The increase in net income was driven by increases in noninterest income and net interest income partially offset by increases in noninterest expense and the provision for credit losses.
Net interest income increased $28 million from the year ended December 31, 2017 primarily due to increases in FTP credit rates on interest checking deposits and savings and money market deposits as well as increases in yields on average loans and leases. These positive impacts were partially offset by increases in the rates paid on interest checking deposits as well as an increase in FTP charge rates on loans and leases.
Provision for credit losses increased $6 million from the year ended December 31, 2017 driven by an increase in net charge-offs partially offset by the impact of the benefit of lower commercial criticized assets. Net charge-offs as a percent of average portfolio loans and leases increased to 52 bps for the year ended December 31, 2018 compared to 11 bps for the year ended December 31, 2017.
Noninterest income increased $37 million from the year ended December 31, 2017 due to increases in wealth and asset management revenue and other noninterest income. Wealth and asset management revenue increased $22 million from the year ended December 31, 2017 primarily due to increases in private client service fees and brokerage fees. These increases were driven by an increase in average assets under management as a result of market performance and increased asset production. Other noninterest income increased $15 million from the year ended December 31, 2017 due to an increase in insurance income as a result of the full year impact of acquisitions from 2017.
Noninterest expense increased $36 million from the year ended December 31, 2017 due to increases in personnel costs and other noninterest expense. Personnel costs increased $21 million from the year ended December 31, 2017 due to higher base compensation and incentive compensation primarily driven by the aforementioned acquisitions completed during 2017. Other noninterest expense increased $15 million from the year ended December 31, 2017 primarily driven by an increase in corporate overhead allocations.
Average loans and leases increased $144 million from the year ended December 31, 2017 driven by increases in average commercial and industrial loans and average residential mortgage loans due to increases in loan origination activity. These increases were partially offset by a decline in average home equity balances.
Average core deposits increased $550 million from the year ended December 31, 2017 primarily due to increases in average interest checking deposits and 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 ALLL,ACL, the payment of preferred stock dividends and certain support activities and other items not attributed to the business segments.

Comparison of the year ended 2020 with 2019
Net interest income increased $1.1 billion from the year ended December 31, 2019 primarily driven by decreases in FTP credit rates on deposits allocated to the business segments, increases in interest income on loans and leases and decreases in interest expense on long-term debt, federal funds purchased, deposits and other short-term borrowings. These positive impacts were partially offset by decreases in the benefit related to FTP charge rates on loans and leases and a decrease in interest income on taxable securities.

The benefit from credit losses was $221 million for the year ended December 31, 2020 compared to a provision for credit losses of $15 million for the year ended December 31, 2019. The decrease for the year ended December 31, 2020 was primarily driven by an increase in the allocation of provision expense to the business segments due to an increase in commercial criticized asset levels, partially offset by an increase in the ACL reflecting deterioration in the macroeconomic environment as a result of the impact of the COVID-19 pandemic and the resulting impact of this environment on commercial borrowers. The change in provision for credit losses also reflected the impact of the change in methodology for estimating credit losses from the incurred loss methodology to the expected credit loss methodology beginning in the first quarter of 2020.

Noninterest income decreased $819 million from the year ended December 31, 2019 primarily due to the recognition of a $74 million gain from the TRA associated with Worldpay, Inc. for the year ended December 31, 2020 compared to the recognition of a $562 million gain related to the sale of Worldpay, Inc. shares in addition to the recognition of a $345 million gain from the Worldpay, Inc. TRA transaction during the year ended December 31, 2019. These negative impacts were partially offset by the recognition of securities gains of $62 million for the year ended December 31, 2020 compared to securities gains of $40 million for the year ended December 31, 2019.

81 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Noninterest expense decreased $108 million from the year ended December 31, 2019 primarily driven by a decrease in technology and communications expense and an increase in corporate overhead allocations from General Corporate and Other to the other business segments, as well as decreases in travel expense, marketing expense and consulting fees, partially offset by increases in net occupancy expense and FDIC insurance and other taxes.

Comparison of the year ended 2019 with 2018
Net interest income decreased $415 million from the year ended December 31, 2018 primarily driven by an increase in FTP credits on deposits allocated to the business segments and increases in interest expense on long-term debt.
These negative impacts were partially offset by an increase in the benefit related to FTP charges on loans and leases and an increase in interest income on taxable securities.

Provision for credit losses increased $7 million from the year ended December 31, 2018 primarily due to increases in both outstanding loan balances and unfunded commitments in 2019, exclusive of loans and leases acquired in the MB Financial, Inc. acquisition. This was partially offset by an increase in the allocation of provision expense to the business segments driven by an increase in commercial criticized asset levels.

Noninterest income increased $309 million from the year ended December 31, 2018 primarily driven by the recognition of a $562 million gain on the sale of Worldpay, Inc. shares for the year ended December 31, 2019 in addition to a $345 million gain recognized in the fourth quarter of 2019 from the Worldpay, Inc. TRA transaction compared to a $205 million gain on the sale of Worldpay, Inc. shares for the year ended December 31, 2018 and a $414 million gain recognized in the first quarter of 2018 related to Vantiv, Inc.’s acquisition of Worldpay Group plc. The increase from the year ended December 31, 2018 also included securities gains of $40 million during the year ended December 31, 2019 compared to securities losses of $54 million during the year ended December 31, 2018. These positive impacts were partially offset by an increase in the loss on the swap associated with the sale of Visa, Inc. Class B Shares. The Bancorp recognized negative valuation adjustments of $107 million related to the Visa total return swap for the year ended December 31, 2019 compared to negative valuation adjustments of $59 million during the year ended December 31, 2018.

Noninterest expense increased $139 million from the year ended December 31, 2018. The increase was primarily due to increases in technology and communications expense, personnel costscompensation and benefits and net occupancy expense driven by merger-related expenses as a result of the acquisition of MB Financial, Inc. partially offset by an increase in corporate overhead allocations from General Corporate and Other to the other business segments. Refer to the Noninterest Expense subsection of the Statements of Income Analysis section of MD&A for additional information on merger-related expenses.
Comparison of the year ended 2018 with 2017
Net interest income increased $4 million from the year ended December 31, 2017 primarily driven by an increase in the benefit related to the FTP charge rates on loans and leases as well as an increase in interest income on taxable securities. These benefits were partially offset by increases in FTP credit rates on deposits allocated to the business segments and increases in interest expense on long-term debt and federal funds purchased.
Provision for credit losses decreased $16 million from the year ended December 31, 2017 primarily due to an increased benefit from the reserve for unfunded commitments partially offset by the decrease in the allocation of provision expense to the business segments driven by a decrease in commercial criticized assets.
Noninterest income decreased $510 million from the year ended December 31, 2017 primarily driven by the recognition of a $1.0 billion gain on the sale of Worldpay, Inc. shares during the third quarter of 2017. The decrease was partially offset by the recognition of a $205 million gain on the sale of Worldpay, Inc. shares during the second quarter of 2018 and a $414 million gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. during the first quarter of 2018. Additionally, equity method earnings from the Bancorp’s interest in Worldpay Holding, LLC decreased $46 million from the year ended December 31, 2017 primarily due to a decrease in the Bancorp’s ownership interest in Worldpay Holding, LLC and the impact of a reduction in Worldpay Holding, LLC net income.
6882 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Income from the TRA associated with Worldpay, Inc. decreased to $20 million during the year ended December 31, 2018 compared to $44 million for the year ended December 31, 2017. These decreases were partially offset by a decrease in the loss on the swap associated with the sale of Visa, Inc. Class B Shares. For the year ended December 31, 2018, the Bancorp recognized negative valuation adjustments of $59 million related to the Visa total return swap compared to negative valuation adjustments of $80 million during the year ended December 31, 2017.
Noninterest expense increased $79 million from the year ended December 31, 2017. The increase was primarily due to increases in personnel expenses, technology and communications expense and marketing expense partially offset by an increase in corporate overhead allocations from General Corporate and Other to the other business segments.
69  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOURTH QUARTER REVIEW
The Bancorp’s 20192020 fourth quarter net income available to common shareholders was $701$569 million, or $0.96$0.78 per diluted share, compared to net income available to common shareholders of $530$562 million, or $0.71$0.78 per diluted share, for the third quarter of 20192020 and net income available to common shareholders of $432$701 million, or $0.64$0.96 per diluted share, for the fourth quarter of 2018.
2019.

Net interest income on an FTE basis (non-GAAP) was $1.2 billion for the fourth quarter of 2019, a decrease2020, an increase of $14$12 million from the third quarter of 20192020 and an increasea decrease of $147$47 million from the fourth quarter of 2018.2019. The increase from the third quarter of 2020 was primarily driven by lower core deposit and wholesale borrowing costs, an increase in accelerated PPP fees recognized upon loan forgiveness and elevated investment portfolio prepayment penalty proceeds, partially offset by the impact of lower commercial loan balances and a decline in mortgage rates. The decrease from the thirdfourth quarter of 2019 was primarily driven by lower short-term market rates,yields and lower balances on commercial loans, partially offset by growth in the indirect secured consumer portfolio, as well aslower deposits costs, the favorable impact of previously executed cash flow hedges. The increasehedges and growth from the fourth quarter 2018 was primarily driven by an increase in interest-earning assets, including the impact from the MB Financial, Inc. acquisition, partially offset by the declining-rate environment.PPP loans. Net interest income for the fourth quarter of 20192020 included $18$12 million of amortization and accretion of premiums and discounts on acquired loans and leases and assumed deposits and long-term debt from acquisitions compared to $28$13 million in the third quarter of 20192020 and an immaterial amount$18 million in the fourth quarter of 2018.
2019.

Noninterest income was $1.0 billion$787 million for the fourth quarter of 2019,2020, an increase of $295$65 million compared to the third quarter of 20192020 and $460a decrease of $248 million compared to the fourth quarter of 2018.2019. The increase from the third quarter of 20192020 was primarily due to an increase in other noninterest income, partially offset by a decreasedecreases in mortgage banking net revenue and corporate banking revenue.net securities gains. The year-over-year increasedecrease compared to the fourth quarter of 2019 was primarily the result of an increasedriven by decreases in other noninterest income.
income and mortgage banking net revenue.

Service charges on deposits were $149$146 million for the fourth quarter of 2019,2020, an increase of $6$2 million compared to the previous quarter and a decrease of $3 million compared to the fourth quarter of 2019. The increase from the third quarter of 2020 was primarily due to an increase in consumer deposit fees. The decrease compared to the fourth quarter of 2019 was primarily due to a decrease in consumer deposit fees, partially offset by an increase in commercial deposit fees.

Commercial banking revenue was $141 million for the fourth quarter of 2020, an increase of $16 million compared to the third quarter of 2020 and $14 million compared to the fourth quarter of 2018.2019. The increases from both the previous quarter and the fourth quarter of 2018 were primarily driven by higher commercial deposit fees. The increase from the third quarter of 2019 was also driven by higher consumer deposit fees.
Corporate banking revenue was $153 million for the fourth quarter of 2019, a decrease of $15 million compared to the third quarter of 2019 and an increase of $23 million compared to the fourth quarter of 2018. The decrease from the previous quarter was primarily driven by a decreaseincreases in leasing business revenue,institutional sales and loan syndication fees, partially offset by an increase in loan syndication revenue.lower corporate bond fees. The increase compared to the fourth quarter of 20182019 was primarily driven by an increaseincreases in leasing business revenue primarily resulting from the MB Financial, Inc. acquisition, as well as an increase ininstitutional sales and corporate bond fees.

Mortgage banking net revenue was $73$25 million for the fourth quarter of 20192020, a decrease of $51 million compared to $95 million in the third quarter of 20192020 and $54$48 million incompared to the fourth quarter of 2018.2019. The decrease in mortgage banking net revenue compared to the third quarter of 20192020 was primarily driven by lower origination fees and gains on loan sales partially offset by an increaseresulting from a decrease in origination volumes.originations, the decision to retain certain mortgages originated during the fourth quarter of 2020 and margin compression. The increasedecrease in mortgage banking net revenue compared to the fourth quarter of 20182019 was primarily driven by an increase in net negative valuation adjustments on MSRs and higher mortgage originations.prepayment speeds. Mortgage banking net revenue is affected by net valuation adjustments, which include MSR valuation adjustments caused by fluctuating OAS, earning rates and prepayment speeds, as well as
mark-to-market
adjustments on free-standing derivatives used to economically hedge the MSR portfolio. Net negative valuation adjustments on MSRs were $47$88 million and $40$83 million in the fourth and third quarters of 2019,2020, respectively, and $24$47 million in the fourth quarter of 2018.2019. Residential mortgage originations for the fourth quarter of 2020 were $3.9 billion, compared with $4.5 billion in the previous quarter and $3.8 billion the fourth quarter of 2019. Originations for the fourth quarter of 2019 were $3.8 billion, compared with $3.4 billion in the previous quarter and $1.6 billion the fourth quarter of 2018.
Originations for the fourth quarter of 20192020 resulted in gains of $49$47 million on mortgages sold, compared with gains of $64$93 million for the previous quarter and $23$49 million for the fourth quarter of 2018.2019. Gross mortgage servicing fees were $66 million in both the fourth and third quarters of 2020 and $72 million in the fourth quarter of 2019, $71 million in the third quarter of 2019 and $54 million in the fourth quarter of 2018.
2019.

Wealth and asset management revenue was $129$133 million for the fourth quarter of 2019,2020, an increase of $5$1 million from the previous quarter and $20$4 million from the fourth quarter of 2018.2019. The increase from the third quarter of 2020 was primarily driven by higher personal asset management revenue and brokerage income, partially offset by lower institutional trust fees. The increase compared to the fourth quarter of 2019 was primarily driven by higher personal asset management revenue and brokerage fees.income.

Card and processing revenue was $92 million for both the fourth and third quarters of 2020 and was $3 million lower than the fourth quarter of 2019. The increasedecrease from the fourth quarter of 2019 was primarily driven by lower commercial and consumer card spend volumes, partially offset by lower reward costs.

Leasing business revenue was $69 million for the fourth quarter of 2020, a decrease of $8 million from the third quarter of 2020 and $2 million from the fourth quarter of 2019. The decrease from the third quarter of 2020 was primarily driven by a decrease in business solutions revenue. The decrease compared to the fourth quarter of 20182019 was primarily driven by higher personal asset management revenue.
decreases in lease remarketing fees and operating lease income.

Card and processing revenueOther noninterest income was $95$168 million for the fourth quarter of 2019,2020, an increase of $1 million from the third quarter of 2019 and $11 million from the fourth quarter of 2018. The increase from the fourth quarter of 2018 was primarily driven by increases in the number of actively used cards, customer spend volume and other interchange revenue.
Other noninterest income was $427 million for the fourth quarter of 2019, an increase of $316$142 million compared to the third quarter of 20192020 and $334a decrease of $214 million from the fourth quarter of 2018.2019. The increase from both the third quarter of 2019 and2020 was primarily driven by an increase in private equity investment income as well as income from the TRA associated with Worldpay, Inc. recognized during the fourth
83 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
quarter of 2020. The decrease compared to the fourth quarter of 20182019 was primarily due to an increasea decrease in the income recognized from the TRA associated with Worldpay, Inc. driven by the Worldpay, Inc. TRA transaction in the fourth quarter of 2019, partially offset by an increase in negative valuation adjustments relatedprivate equity investment income. For additional information on the Worldpay, Inc. transaction, refer to Note 21 of the Visa total return swap.Notes to Consolidated Financial Statements.

The net gains on investment securities were $14 million for the fourth quarter of 2020, $51 million for the third quarter of 2020 and $10 million for the fourth quarter of 2019 compared to $5 million in the third quarter of 2019 and net losses of $32 million for the fourth quarter of 2018. The increase in gains from the previous quarter was primarily due to realized gains on
available-for-sale
debt and other securities. The increase in gains from the fourth quarter of 2018 was primarily related to unrealized losses on equity securities in the fourth quarter of 2018.2019. Net losses on securities held as
non-qualifying
hedges for MSRs were $1 million for both the fourth and third quarters of 2020 as well as the fourth quarter of 2019 compared to immaterial net losses for the third quarter of 2019 and net gains of $2 million for the fourth quarter of 2018.2019.

Noninterest expense was $1.2 billion for the fourth quarter of 2019,2020, an increase of $1$75 million from the previous quarter and $185$76 million from the fourth quarter of 2018.2019. The increase in noninterest expense from the previous quarter was primarily due to increases in compensation and benefits expense and other noninterest expense. Compensation and benefits expense increased from the prior quarter primarily due to increases in incentive compensation driven by strong performance in fees related to business growth during the fourth quarter of 2020, partially offset by a decrease in base compensation. Other noninterest expense increased from the prior quarter primarily driven by an increase in donations expense, partially offset by a decrease in losses and adjustments. The increase in noninterest expense compared to the fourth quarter of 2018 was primarily related to increases in other noninterest expense, personnel costs and technology and communications expense. The increase in other noninterest expense2019 was primarily driven by increases in donations expense, operating lease expense, loan and lease expense and intangible amortization. Thean increase in personnel costs was drivencompensation and benefits expense, partially offset by the addition of personnel costs from the acquisition of MB Financial, Inc. and higher deferred compensation expense. The increasedecreases in marketing expense, technology and communications expenses and other noninterest expense. Compensation and benefits expense wasincreased from the fourth quarter of 2019 primarily due to increases in incentive compensation, base compensation and employee benefits expense. Marketing expense decreased from the fourth quarter of 2019 primarily due to the impact of the COVID-19 pandemic which resulted in a pause or slowdown in numerous marketing campaigns. Technology and communications expense decreased from the fourth quarter of 2019 primarily attributable to non-recurring integration and conversion costs incurred in the fourth quarter of 2019. Other noninterest expense decreased from the fourth quarter of 2019 primarily driven by increased investmentdecreases in contemporizing information technology architecture, mitigating information security riskslosses and growth initiatives.adjustments and travel expense, partially offset by increases in FDIC insurance and other taxes.

The ALLL as a percentage of portfolio loans and leases was 2.25% as of December 31, 2020 compared to 2.32% as of September 30, 2020 and 1.10% as of December 31, 2019,2019. The benefit from credit losses was $13 million in the fourth quarter of 2020 compared to 1.04% aswith $15 million in the third quarter of September 30, 20192020, and 1.16% as of December 31, 2018. Thea provision for credit losses wasof $162 million in the fourth quarter of 2019 compared with $134 million in the third quarter of 2019 and $972019. Net losses charged-off were $118 million in the fourth quarter of 2018. Net losses
charged-off
were $113 million in the fourth quarter of 2019,2020, or 4143 bps of average portfolio loans and leases on an annualized basis, compared with net losses
charged-off
of $99$101 million in the third quarter of 20192020 and $83$113 million in the fourth quarter of 2018.
2019.

TABLE 21: Quarterly Information (unaudited)
20202019
For the three months ended
($ in millions, except per share data)
December, 31September, 30June,
30
March,
31
December, 31September, 30June,
30
March,
31
Net interest income(a)
$1,185 1,173 1,203 1,233 1,232 1,246 1,250 1,086 
(Benefit from) provision for credit losses(13)(15)485 640 162 134 85 90 
Noninterest income787 722 650 671 1,035 740 660 1,101 
Noninterest expense1,236 1,161 1,121 1,200 1,160 1,159 1,243 1,097 
Net income604 581 195 46 734 549 453 775 
Net income available to common shareholders569 562 163 29 701 530 427 760 
Earnings per share, basic$0.79 0.78 0.23 0.04 0.97 0.72 0.57 1.14 
Earnings per share, diluted$0.78 0.78 0.23 0.04 0.96 0.71 0.57 1.12 
(a)Amounts presented on an FTE basis. The FTE adjustment was $3 for the three months ended December 31, 2020, September 30, 2020 and June 30, 2020 and $4 for the three months ended March 31, 2020. The FTE adjustment was $4 for both the three months ended December 31, 2019 and September 30, 2019, $5 for the three months ended June 30, 2019 and $4 for the three months ended March 31, 2019.
70  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 22: QUARTERLY INFORMATION (unaudited)
                                     
   
2019
  
2018
 
For the three months ended ($ in millions, except per share data)
     
12/31
   
9/30
   
6/30
   
3/31
   
12/31
   
9/30
   
6/30
   
3/31
 
Net interest income
(a)
 $   
    1,232  
   
    1,246  
   
    1,250  
   
    1,086  
   
    1,085  
   
    1,047  
   
    1,024  
   
        999  
 
Provision for credit losses
     
162  
   
134  
   
85  
   
90  
   
97  
   
84  
   
14  
   
13  
 
Noninterest income
     
1,035  
   
740  
   
660  
   
1,101  
   
575  
   
563  
   
743  
   
909  
 
Noninterest expense
     
1,160  
   
1,159  
   
1,243  
   
1,097  
   
975  
   
972  
   
1,001  
   
    1,010  
 
Net income attributable to Bancorp
     
734  
   
549  
   
453  
   
775  
   
455  
   
436  
   
602  
   
701  
 
Net income available to common shareholders
     
701  
   
530  
   
427  
   
760  
   
432  
   
421  
   
579  
   
686  
 
Earnings per share, basic
     
0.97  
   
0.72  
   
0.57  
   
1.14  
   
0.65  
   
0.62  
   
0.84  
   
0.98  
 
Earnings per share, diluted
     
0.96  
   
0.71  
   
0.57  
   
1.12  
   
0.64  
   
0.61  
   
0.82  
   
0.96  
 
(a)
Amounts presented on an FTE basis. The FTE adjustment was
$4
for both the three months ended
December 31, 2019
and
September 30, 2019
,
$
5
for the three months ended
June 30, 2019
and
$4
for the three months ended
March 31, 2019
.
The FTE adjustment was $4 for the three months ended December 31, 2018, September 30, 2018 and June 30, 2018 and $3 for the three months ended March 31, 2018.
COMPARISON OF THE YEAR ENDED 20182019 WITH 2017
2018
The Bancorp’s net income available to common shareholders for the year ended December 31, 2019 was $2.4 billion, or $3.33 per diluted share, which was net of $93 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the year ended December 31, 2018 was $2.1 billion, or $3.06 per diluted share, which was net of $75 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the year ended December 31, 2017 was $2.1 billion, or $2.81 per diluted share, which was net of $75 million in preferred stock dividends.

The provision for credit losses was $207$471 million for the year ended December 31, 20182019 compared to $261$207 million for the same period in the prior year. The decreaseincrease in provision expense for the year ended December 31, 20182019 compared to the prior year was primarily due to a decreaseincreases in specific reserves on certain impaired commercial loans and the level of commercial criticized assets combined with overall improved credit quality, partially offset by an increaseas well as increases in both outstanding commercial loan balances and an increaseunfunded commitments in consumer reserve rates for certain products.2019, exclusive of loans and leases acquired in the MB Financial, Inc. acquisition. The ALLL declined $93increased $99 million from December 31, 20172018 to $1.1$1.2 billion at December 31, 2018.2019. At December 31, 2018,2019, the ALLL as a percent of portfolio loans and leases decreased to 1.16%1.10%, compared to 1.30%1.16% at December 31, 2017.2018. This decrease reflects the impact of the MB Financial, Inc. acquisition, which added approximately $13.4 billion in portfolio loans and leases at the acquisition date. Loans acquired
84 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
by the Bancorp through a purchase business combination are recorded at fair value as of the acquisition date. The Bancorp did not carry over the acquired company’s ALLL, nor did the Bancorp add to its existing ALLL as part of purchase accounting. The reserve for unfunded commitments increased $13 million from December 31, 2018 to $144 million at December 31, 2019. This increase reflects the impact of the MB Financial, Inc. acquisition, which included approximately $8 million in reserves for unfunded commitments at the acquisition date.

Net interest income on an FTE basis
(non-GAAP)
was $4.2$4.8 billion and $3.8$4.2 billion for the years ended December 31, 20182019 and 2017,2018, respectively. Net interest income was positively impacted by increases in average commercial and industrial loans and average commercial mortgage loans from the year ended December 31, 2018. Additionally, net interest income benefited from an increase in yields on average loans and leases and average taxable securities and an increase in average taxable securities forfrom the year ended December 31, 2018 compared to the year ended December 31, 2017. Additionally, net interest income was positively impacted by the decisions of the FOMC to raise the target range of the federal funds rate 25 bps in December 2017, March 2018, June 2018, September 2018 and December 2018. These positive impacts were partially offset by increases in both the rates paid on and balances of average interest-bearing core deposits and average long-term debt duringas well as an increase in average certificates $100,000 and over for the year ended December 31, 20182019 compared to the year ended December 31, 2017.2018. Additionally, net interest income was negatively impacted by the August 2019, September 2019 and October 2019 decisions of the FOMC to lower the target range of the federal funds rate. Net interest income for the year ended December 31, 2019 included $65 million of amortization and accretion of premiums and discounts on acquired loans and leases and assumed deposits and long-term debt from acquisitions. Net interest margin on an FTE basis
(non-GAAP)
was 3.22% and 3.03%3.31% for the yearsyear ended December 31, 2018 and 2017, respectively.2019 compared to 3.22% for the year ended December 31, 2018.

Noninterest income decreased $434increased $746 million for the year ended December 31, 20182019 compared to the year ended December 31, 20172018 primarily due to a decreaseincreases in other noninterest income, partially offset by increases in corporateleasing business revenue, mortgage banking net revenue, commercial banking revenue and wealth and asset management revenue and card and processing revenue.
Other noninterest income decreased $470increased $261 million fromfor the year ended December 31, 20172019 compared to the year ended December 31, 2018 primarily due to the gainrecognition of gains on the sale of Worldpay Inc. shares recognizeddriven by the Bancorp’s sale of shares during the first quarter of 2019, an increase in the prior year, a reduction in equity method income from the Bancorp’s interestTRA associated with Worldpay, Inc. and a decrease in Worldpay Holding, LLC, the impact of the net losses on disposition and impairment of bank premises and equipment and income from the TRA associated with Worldpay, Inc. recognized in the prior year.equipment. These reductionsbenefits were partially offset by the gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc., an increase in private equity investment income, recognized during the first quarter of 2018 as well as a decreasean increase in the loss on the swap associated with the sale of Visa, Inc. Class B Shares. Corporate bankingLeasing business revenue increased $85$156 million for the year ended December 31, 20182019 compared to the year ended December 31, 2017.2018. The increase from the prior year was primarily driven by increases in operating lease income, leasing business solutions revenue and lease remarketing fees institutional salesof $67 million, $50 million and $44 million, respectively. The increase in leasing business solutions revenue syndication fees and contract revenue from commercial customer derivatives. Wealth and asset managementwas driven by the acquisition of MB Financial, Inc. Mortgage banking net revenue increased $25 million from the year ended December 31, 2017 primarily due to increases in private client service fees and brokerage fees. Card and processing revenue increased $16 million from the year ended December 31, 2017 primarily due to increases in the number of actively used cards and customer spend volume.
Noninterest expense increased $176$75 million for the year ended December 31, 20182019 compared to the year ended December 31, 20172018 primarily due to increasesa $75 million increase in personnel costs, technologyorigination fees and communications expense and other noninterest expense. Personnel costsgains on loan sales due to the lower interest rate environment. Commercial banking revenue increased $126$52 million for the year ended December 31, 20182019 compared to the year ended December 31, 20172018. The increase from the prior year was primarily driven by increases in base compensation, performance-based compensationinstitutional sales revenue and severance costs. The increase in base compensation was primarily due to an increase in the Bancorp’s minimum wage as a resultbusiness lending fees of benefits received from the TCJA$26 million and personnel additions associated with strategic investments$21 million, respectively. Wealth and acquisitions. Technology and communications expenseasset management revenue increased $40$43 million for the year ended December 31, 20182019 compared to the year ended December 31, 20172018 primarily due to an increase of $37 million in private client service fees. This increase was driven primarily by increased investmentsales production and strong market performance as well as the full-year benefit from acquisitions in regulatory, compliance2018 and growth initiatives. Other noninterestthe acquisition of MB Financial, Inc.

Noninterest expense increased $13$702 million for the year ended December 31, 20182019 compared to the year ended December 31, 20172018 primarily due to increases in marketingcompensation and benefits expense, other noninterest expense and technology and communications expense. Compensation and benefits expense increased $303 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 driven by $90 million in merger-related expenses for the year ended December 31, 2019, the addition of personnel costs from the acquisition of MB Financial, Inc. and higher deferred compensation expense. Other noninterest expense increased $137 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 and included the impact of an increase of $23 million in merger-related expenses related to the acquisition of MB Financial, Inc. as well as increases in intangible amortization expense, losses and adjustments and loan and lease expense, partially offset by an increasea decrease in gains on partnership investments and decreases in professional service fees and FDIC insurance and other taxes.
Technology and communications expense increased $137 million for the year ended December 31, 2019 compared to the year ended December 31, 2018 driven by $71 million in merger-related expenses for the year ended December 31, 2019, as well as increased investment in contemporizing information technology architecture, mitigating information security risks and growth initiatives.
7185 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 2322 summarizes end of period loans and leases, including loans and leases held for
sale Table 24 summarizes loans and leases acquired in the MB Financial, Inc. acquisition and Table 2523 summarizes average total loans and leases, including average loans and leases held for sale.
TABLE 22: Components of Total Loans and Leases (including loans and leases held for sale)
As of December 31 ($ in millions)20202019201820172016
Commercial loans and leases:
Commercial and industrial loans(a)
$49,895 50,677 44,407 41,170 41,736 
Commercial mortgage loans10,609 10,964 6,977 6,610 6,904 
Commercial construction loans5,815 5,090 4,657 4,553 3,903 
Commercial leases2,954 3,363 3,600 4,068 3,974 
Total commercial loans and leases69,273 70,094 59,641 56,401 56,517 
Consumer loans:
Residential mortgage loans(b)
20,393 17,988 16,041 16,077 15,737 
Home equity5,183 6,083 6,402 7,014 7,695 
Indirect secured consumer loans13,653 11,538 8,976 9,112 9,983 
Credit card2,007 2,532 2,470 2,299 2,237 
Other consumer loans3,014 2,723 2,342 1,559 680 
Total consumer loans44,250 40,864 36,231 36,061 36,332 
Total loans and leases$113,523 110,958 95,872 92,462 92,849 
Total portfolio loans and leases (excluding loans and leases held for sale)(c)
$108,782 109,558 95,265 91,970 92,098 
                     
TABLE 23: COMPONENTS OF LOANS AND LEASES (INCLUDING LOANS AND LEASES HELD FOR SALE)
 
As of December 31 ($ in millions)
 
    2019
  
2018
  
2017
  
2016
  
2015    
 
Commercial loans and leases:
               
Commercial and industrial loans
 $
50,677
   
    44,407
   
    41,170
   
    41,736
   
    42,151    
 
Commercial mortgage loans
  
10,964
   
6,977
   
6,610
   
6,904
   
6,991    
 
Commercial construction loans
  
5,090
   
4,657
   
4,553
   
3,903
   
3,214    
 
Commercial leases
  
3,363
   
3,600
   
4,068
   
3,974
   
3,854    
 
Total commercial loans and leases
  
70,094
   
59,641
   
56,401
   
56,517
   
56,210    
 
Consumer loans:
               
Residential mortgage loans
  
17,988
   
16,041
   
16,077
   
15,737
   
14,424    
 
Home equity
  
6,083
   
6,402
   
7,014
   
7,695
   
8,336    
 
Indirect secured consumer loans
(a)
  
11,538
   
8,976
   
9,112
   
9,983
   
11,497    
 
Credit card
  
2,532
   
2,470
   
2,299
   
2,237
   
2,360    
 
Other consumer loans
  
2,723
   
2,342
   
1,559
   
680
   
658    
 
Total consumer loans
  
40,864
   
36,231
   
36,061
   
36,332
   
37,275    
 
Total loans and leases
 $
         110,958
   
95,872
   
92,462
   
92,849
   
93,485    
 
Total portfolio loans and leases (excluding loans and leases held for sale)
 $
109,558
   
95,265
   
91,970
   
92,098
   
92,582    
 
(a)Includes $4.8 billion, as of December 31, 2020, related to the SBA’s Paycheck Protection Program.
(b)Includes $39, as of December 31, 2020, of residential mortgage loans previously sold to GNMA for which the Bancorp is deemed to have regained effective control over under ASC Topic 860, but did not exercise its option to repurchase. Refer to Note 17 of the Notes to Consolidated Financial Statements for further information.
(c)Subsequent to the Bancorp's earnings release furnished in a Form 8-K on January 21, 2021, the Bancorp reclassified $178 of loans from portfolio loans and leases to loans and leases held for sale because it was determined that those loans met the criteria for classification as held for sale as of December 31, 2020.

(a)The Bancorp acquired indirect motorcycle, powersport, recreational vehicle and marine loans in the acquisition of MB Financial, Inc. These loans are included in addition to automobile loans in the line item “indirect secured consumer loans.”
Total loans and leases, including loans and leases held for sale, increased $15.1$2.6 billion, or 2%, from December 31, 2018.2019. The increase from December 31, 2019 was the result of an increase of $3.4 billion, or 8%, in totalconsumer loans partially offset by a decrease of $821 million, or 1%, in commercial loans and leases was primarily driven by the impact of the MB Financial, Inc. acquisition, which added $13.4 billion in total loans and leases upon acquisition.
leases.
Table 24 summarizes the detail of loans and leases acquired from MB Financial, Inc. on March 22, 2019.

TABLE 24: LOANS AND LEASES ACQUIRED
($ in millions)
Commercial loans and leases:
Commercial and industrial loans
$
6,546    
Commercial mortgage loans
3,586    
Commercial construction loans
495    
Commercial leases
444    
Total commercial loans and leases
11,071    
Consumer loans:
Residential mortgage loans
1,319    
Home equity
170    
Indirect secured consumer loans
800    
Credit card
19    
Other consumer loans
44    
Total consumer loans
2,352    
Total loans and leases
$
13,423    
Total portfolio loans and leases (excluding loans and leases held for sale)
$
                   13,411    
The following discussion excludes the impact of loans and leases acquired in the MB Financial, Inc. acquisition. Commercial loans and leases decreased $618$821 million from December 31, 20182019 due to decreases in commercial leases, commercial and industrial loans, commercial leases and commercial constructionmortgage loans, partially offset by an increase in commercial mortgageconstruction loans. Commercial leasesand industrial loans decreased $681$782 million, or 19%2%, from December 31, 20182019 primarily as a result of a decrease in revolving line of credit utilization, the strategic exit of certain relationships as well as payoffs outpacing production, partially offset by loans originated under the SBA’s Paycheck Protection Program during 2020. Commercial leases decreased $409 million, or 12%, from December 31, 2019 primarily as a result of a planned reduction in indirect
non-relationship
based non-relationship-based lease originations. Commercial and industrialmortgage loans decreased $276$355 million, or 1%3%, from December 31, 2018 primarily due to elevated payoff levels.2019 as payoffs exceeded loan originations. Commercial construction loans decreased $62increased $725 million, or 1%14%, from December 31, 2018 primarily due to decreased draw levels on existing commitments. Commercial mortgage loans increased $401 million, or 6%, from December 31, 20182019 primarily as a result of increases in loan originations and permanent financing from the Bancorp’s commercial construction loan portfolio.
increased line of credit utilization as well as lower levels of payoffs.

The following discussion excludes the impact of loans and leases acquired in the MB Financial, Inc. acquisition. Consumer loans increased $2.3$3.4 billion from December 31, 20182019 due to increases in residential mortgage loans, indirect secured consumer loans and other consumer loans, partially offset by decreases in home equity and credit card. Residential mortgage loans increased $2.4 billion, or 13%, from December 31, 2019 primarily due to increases in residential mortgage loans other consumerheld for sale as the Bancorp purchased $2.1 billion of government-guaranteed loans in forbearance programs and credit card,also repurchased certain loans from GNMA that were in forbearance programs. These increases were partially offset by a decrease in home equity.payoffs exceeding loan originations on portfolio loans. Indirect secured consumer loans increased $1.8$2.1 billion, or 20%18%, from December 31, 20182019 primarily as a result of loan production exceeding payoffs. Residential mortgageOther consumer loans increased $628$291 million, or 4%11%, from December 31, 20182019 primarily driven byas a result of the continued retentionpurchase of certain agency conforming ARMs and certain other fixed-rate loans. Other consumera portfolio of point-of-sale loans increased $337as well as increases in loan originations. Home equity decreased $900 million, or 14%15%, from December 31, 2018 primarily due to growth in
point-of-sale
2019 as payoffs exceeded loan originations. Credit card increased $43decreased $525 million, or 2%21%, from December 31, 20182019 primarily due to increasesthe economic impacts from the COVID-19 pandemic, including reductions in balance-active customers and the balancenumber of active accounts as well as higher net paydowns per active customer. Home equity decreased $489 million, or 8%, from December 31, 2018 as payoffs exceeded new loan production.
account.

7286 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 23: Components of Average Loans and Leases (including average loans and leases held for sale)
For the years ended December 31 ($ in millions)20202019201820172016
Commercial loans and leases:
Commercial and industrial loans$53,814 50,168 42,668 41,577 43,184 
Commercial mortgage loans11,011 9,905 6,661 6,844 6,899 
Commercial construction loans5,509 5,174 4,793 4,374 3,648 
Commercial leases3,038 3,578 3,795 4,011 3,916 
Total commercial loans and leases73,372 68,825 57,917 56,806 57,647 
Consumer loans:
Residential mortgage loans17,828 17,337 16,150 16,053 15,101 
Home equity5,679 6,286 6,631 7,308 7,998 
Indirect secured consumer loans12,454 10,345 8,993 9,407 10,708 
Credit card2,230 2,437 2,280 2,141 2,205 
Other consumer loans2,848 2,564 1,905 1,016 661 
Total consumer loans41,039 38,969 35,959 35,925 36,673 
Total average loans and leases$114,411 107,794 93,876 92,731 94,320 
Total average portfolio loans and leases (excluding loans and leases held for sale)$112,993 106,840 93,216 92,068 93,426 

                     
TABLE 25: COMPONENTS OF AVERAGE LOANS AND LEASES (INCLUDING LOANS AND LEASES HELD FOR SALE)
 
For the years ended December 31 ($ in millions)
 
    2019
  
2018
  
2017
  
2016
  
2015    
 
Commercial loans and leases:
               
Commercial and industrial loans
 $
50,168
   
42,668
   
41,577
   
43,184
   
42,594    
 
Commercial mortgage loans
  
9,905
   
6,661
   
6,844
   
6,899
   
7,121    
 
Commercial construction loans
  
5,174
   
4,793
   
4,374
   
3,648
   
2,717    
 
Commercial leases
  
3,578
   
3,795
   
4,011
   
3,916
   
3,796    
 
Total commercial loans and leases
  
68,825
   
57,917
   
56,806
   
57,647
   
56,228    
 
Consumer loans:
               
Residential mortgage loans
  
17,337
   
16,150
   
16,053
   
15,101
   
13,798    
 
Home equity
  
6,286
   
6,631
   
7,308
   
7,998
   
8,592    
 
Indirect secured consumer loans
  
10,345
   
8,993
   
9,407
   
10,708
   
11,847    
 
Credit card
  
2,437
   
2,280
   
2,141
   
2,205
   
2,303    
 
Other consumer loans
  
2,564
   
1,905
   
1,016
   
661
   
571    
 
Total consumer loans
  
38,969
   
35,959
   
35,925
   
36,673
   
37,111    
 
Total average loans and leases
 $
107,794
   
93,876
   
92,731
   
94,320
   
93,339    
 
Total average portfolio loans and leases (excluding loans and leases held for sale)
 $
         106,840
   
    93,216
   
    92,068
   
    93,426
   
    92,423    
 
Average loans and leases, including average loans and leases held for sale, increased $13.9$6.6 billion, or 15%6%, from December 31, 20182019 as athe result of a $10.9$4.5 billion, or 19%7%, increase in average commercial loans and leases as well as a $3.0$2.1 billion, or 8%5%, increase in average consumer loans.

Average commercial loans and leases increased $4.5 billion from December 31, 20182019 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 increased $7.5$3.6 billion, or 18%7%, from December 31, 20182019 primarily due todriven by the impact of the acquisition of MB Financial, Inc. and an increaseaforementioned increases in loan originations.Paycheck Protection Program loans. Average commercial mortgage loans increased $3.2$1.1 billion, or 49%11%, from December 31, 20182019 primarily due to the impactas a result of the acquisition of MB Financial, Inc. and increases in loan originations as well asand permanent financing from the Bancorp’s commercial construction loan portfolio. Average commercial construction loans increased $381 million, or 8%, from December 31, 2018 primarily as a result of the acquisition of MB Financial, Inc. Average commercial leases decreased $217$335 million, or 6%, from December 31, 20182019 primarily as a result of increased line of credit utilization as well as lower levels of payoffs. Average commercial leases decreased $540 million, or 15%, from December 31, 2019 primarily as a result of a planned reduction in indirect
non-relationship
based non-relationship-based lease originations, partially offset by commercial leases acquired in the MB Financial, Inc. acquisition.
originations.

Average consumer loans increased $2.1 billion from December 31, 20182019 due to increases in average indirect secured consumer loans, average residential mortgage loans and average other consumer loans, and credit card, partially offset by a decreasedecreases in average home equity.equity and average credit card. Average indirect secured consumer loans increased $1.4$2.1 billion, or 15%20%, from December 31, 20182019 primarily due to the acquisition of MB Financial, Inc. and higher loan production exceeding payoffs. Average residential mortgage loans increased $1.2 billion,$491 million, or 7%3%, from December 31, 20182019 primarily driven by the acquisitionrepurchase of MB Financial, Inc.certain loans from GNMA that were in forbearance programs, partially offset by higher runoff due to payoffs exceeding loan originations. Average other consumer loans increased $659$284 million, or 35%11%, from December 31, 20182019 primarily due to growthas a result of increases in
point-of-sale
loan originations. Average home equity decreased $607 million, or 10%, from December 31, 2019 as payoffs exceeded loan originations. Average credit card increased $157decreased $207 million, or 7%8%, from December 31, 2018 primarily due to increases2019 driven by the negative economic impacts from the COVID-19 pandemic, including reductions in balance-active customers and the average balancenumber of active accounts as well as higher net paydowns per active customer. Average home equity decreased $345 million, or 5%, from December 31, 2018 as payoffs exceeded new loan production, partially offset by home equity acquired in the MB Financial, Inc. acquisition.account.

Investment Securities
The Bancorp uses investment securities as a means of managing interest rate risk, providing collateral for pledging purposes and for liquidity to satisfy regulatory requirements.risk management. Total investment securities were $36.9$38.4 billion and $33.6$36.9 billion at December 31, 20192020 and December 31, 2018,2019, respectively. The taxable
available-for-sale
debt and other investment securities portfolio had an effective duration of 4.4 years at December 31, 2020 compared to 5.1 years at December 31, 2019 compared to 5.0 years at December 31, 2018.2019.

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 when bought and held principally for the purpose of selling them in the near term. At December 31, 2019,2020, the Bancorp’s investment portfolio consisted primarily of
AAA-rated
available-for-sale
debt and other securities. The Bancorp held an immaterial amount in below-investment grade
available-for-sale
debt and other securities at both December 31, 20192020 and 2018. For2019.

Upon adoption of ASU 2016-13 on January 1, 2020, the Bancorp evaluates available-for-sale debt and other securities in an unrealized loss position to determine whether all or a portion of the unrealized loss on such securities is a credit loss. If credit losses are identified, they are generally recognized as an allowance for credit losses (a contra account to the amortized cost basis of the securities) with the periodic change in the allowance recognized in earnings. Prior to January 1, 2020, investment securities were evaluated for OTTI with any identified OTTI recognized as a charge to income and a direct reduction of the amortized cost basis of the securities.

87 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
At December 31, 2020, 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 for the year ended December 31, 2020 related to available-for-sale debt and other securities in an unrealized loss position. During the year ended December 31, 2019, the Bancorp recognized $1 million of OTTI on its
available-for-sale
debt and other securities. Forsecurities, included in securities gains (losses), net, in the year ended December 31, 2018, the Bancorp did not recognize any OTTI on its
available-for-sale
debt and other securities. Refer to Note 1Consolidated Statements of the Notes to Consolidated Financial Statements for the Bancorp’s methodology for both classifying investment securities and evaluating securities in an unrealized loss position for OTTI.
Income.

73  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table summarizes the end of period components of investment securities:
          
TABLE 26: COMPONENTS OF INVESTMENT SECURITIES
 
 
TABLE 24: Components of Investment SecuritiesTABLE 24: Components of Investment Securities
As of December 31 ($ in millions)
 
2019    
  
2018    
  
2017    
  
2016    
  
2015        
 As of December 31 ($ in millions)20202019201820172016
 
Available-for-sale
debt and other securities (amortized cost basis):
               Available-for-sale debt and other securities (amortized cost basis):
U.S. Treasury and federal agencies securities
 $
74
   
98
   
98
   
547
   
1,155    
 U.S. Treasury and federal agencies securities$74 74 98 98 547 
Obligations of states and political subdivisions securities
  
18
   
2
   
43
   
44
   
50    
 Obligations of states and political subdivisions securities17 18 43 44 
Mortgage-backed securities:
               Mortgage-backed securities:
Agency residential mortgage-backed securities
(a)
  
13,746
   
16,403
   
15,281
   
15,525
   
14,811    
 
Agency residential mortgage-backed securities(a)
11,147 13,746 16,403 15,281 15,525 
Agency commercial mortgage-backed securities
  
15,141
   
10,770
   
10,113
   
9,029
   
7,795    
 Agency commercial mortgage-backed securities16,745 15,141 10,770 10,113 9,029 
Non-agency
commercial mortgage-backed securities
  
3,242
   
3,305
   
3,247
   
3,076
   
2,801    
 Non-agency commercial mortgage-backed securities3,323 3,242 3,305 3,247 3,076 
Asset-backed securities and other debt securities
  
2,189
   
1,998
   
2,183
   
2,106
   
1,363    
 Asset-backed securities and other debt securities3,152 2,189 1,998 2,183 2,106 
Other securities
(b)
  
556
   
552
   
612
   
607
   
604    
 
Other securities(b)
524 556 552 612 607 
 
Total
available-for-sale
debt and other securities
 $
         34,966
   
        33,128
   
        31,577
   
        30,934
   
        28,579    
 Total available-for-sale debt and other securities$34,982 34,966 33,128 31,577 30,934 
 
Held-to-maturity
securities (amortized cost basis):
               Held-to-maturity securities (amortized cost basis):
Obligations of states and political subdivisions securities
 $
15
   
16
   
22
   
24
   
68    
 Obligations of states and political subdivisions securities$9 15 16 22 24 
Asset-backed securities and other debt securities
  
2
   
2
   
2
   
2
   
2    
 Asset-backed securities and other debt securities2 
 
Total
held-to-maturity
securities
 $
17
   
18
   
24
   
26
   
70    
 Total held-to-maturity securities$11 17 18 24 26 
 
Trading debt securities (fair value):
               Trading debt securities (fair value):
U.S. Treasury and federal agencies securities
 $
2
   
16
   
12
   
23
   
19    
 U.S. Treasury and federal agencies securities$81 16 12 23 
Obligations of states and political subdivisions securities
  
9
   
35
   
22
   
39
   
9    
 Obligations of states and political subdivisions securities10 35 22 39 
Agency residential mortgage-backed securities
  
55
   
68
   
395
   
8
   
6    
 Agency residential mortgage-backed securities30 55 68 395 
Asset-backed securities and other debt securities
  
231
   
168
   
63
   
15
   
19    
 Asset-backed securities and other debt securities439 231 168 63 15 
 
Total trading debt securities
 $
297
   
287
   
492
   
85
   
53    
 Total trading debt securities$560 297 287 492 85 
 
Total equity securities (fair value)
 $
564
   
452
   
439
   
416
   
432    
 Total equity securities (fair value)$313 564 452 439 416 
 
(a)(a)Includes interest-only mortgage-backed securities recorded at fair value with fair value changes recorded in securities gains (losses), net in the Consolidated Statements of Income.
(b)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 increased $1.8 billion, or 6%, from December 31, 2018 primarily due to increases in agency commercial mortgage-backed securities partially offset by decreasesrecorded at fair value with fair value changes recorded in agency residential mortgage-backed securities.securities gains (losses), net in the Consolidated Statements of Income.
(b)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 were 24%19% and 25%24% of total interest-earning assets at December 31, 20192020 and December 31, 2018,2019, respectively. The estimated weighted-average life of the debt securities in the
available-for-sale
debt and other securities portfolio was 6.65.7 and 6.56.6 years at December 31, 20192020 and 2018,2019, respectively. In addition, at December 31, 2020 and 2019 and 2018 the
debt securities in the available-for-sale
debt and other securities portfolio had a weighted-average yield of 3.22%3.05% and 3.25%3.22%, respectively.

Information presented in Table 2725 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.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 gains on the
available-for-sale
debt and other securities portfolio were $2.5 billion at December 31, 2020 compared to $1.1 billion at December 31, 2019 compared to net unrealized losses of $298 million at December 31, 2018.2019. The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of investment securities generally increases when interest rates decrease or when credit spreads contract.
7488 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 25: Characteristics of Available-for-Sale Debt and Other Securities
As of December 31, 2020 ($ in millions)Amortized CostFair ValueWeighted-Average
Life (in years)
Weighted-Average
Yield
U.S. Treasury and federal agencies securities:
Average life 1 – 5 years$74 78 2.12.12 %
Total$74 78 2.12.12 %
Obligations of states and political subdivisions securities:
Average life of 1 year or less— — 0.15.90 
Average life 1 – 5 years17 17 2.21.81 
Total$17 17 2.21.82 %
Agency residential mortgage-backed securities:
Average life of 1 year or less551 565 0.64.14 
Average life 1 – 5 years5,347 5,666 3.33.18 
Average life 5 – 10 years4,510 4,864 6.73.01 
Average life greater than 10 years739 812 14.02.97 
Total$11,147 11,907 5.23.15 %
Agency commercial mortgage-backed securities:(a)
Average life of 1 year or less45 47 0.32.80 
Average life 1 – 5 years7,104 7,623 3.23.11 
Average life 5 – 10 years7,146 7,912 7.43.25 
Average life greater than 10 years2,450 2,639 13.22.61 
Total$16,745 18,221 6.43.09 %
Non-agency commercial mortgage-backed securities:
Average life of 1 year or less36 36 0.52.38 
Average life 1 – 5 years2,836 3,055 3.73.20 
Average life 5 – 10 years451 499 5.83.26 
Total$3,323 3,590 4.03.20 %
Asset-backed securities and other debt securities:
Average life of 1 year or less175 176 0.54.26 
Average life 1 – 5 years1,211 1,233 2.63.07 
Average life 5 – 10 years1,340 1,336 6.81.94 
Average life greater than 10 years426 431 13.91.16 
Total$3,152 3,176 5.82.39 %
Other securities524 524 
Total available-for-sale debt and other securities$34,982 37,513 5.73.05 %
(a)Taxable-equivalent yield adjustments included in the above table are 0.08% and 0.01% for securities with an average life greater than 10 years and in total, respectively.

                 
TABLE 27: CHARACTERISTICS OF
AVAILABLE-FOR-SALE
DEBT AND OTHER SECURITIES
 
As of December 31, 2019 ($ in millions)
 
      Amortized Cost
  
Fair Value
  
Weighted-Average

Life (in years)
  
Weighted-Average
    
Yield
 
U.S. Treasury and federal agencies securities:
            
Average life 1 – 5 years
 $
74        
   
75  
   
3.1          
   
2.12            
 
Total
 $
74        
   
75  
   
3.1          
   
2.12 %        
 
Obligations of states and political subdivisions securities:
(a)
            
Average life of 1 year or less
  
-        
   
-  
   
0.1          
   
7.47            
 
Average life 1 – 5 years
  
18        
   
18  
   
3.2          
   
1.74            
 
Total
 $
18        
   
18  
   
3.2          
   
1.76 %        
 
Agency residential mortgage-backed securities:
            
Average life 1 – 5 years
  
5,259        
   
5,376  
   
3.9          
   
3.28            
 
Average life 5 – 10 years
  
7,592        
   
7,823  
   
6.8          
   
3.11            
 
Average life greater than 10 years
  
895        
   
916  
   
13.9          
   
3.21            
 
Total
 $
             13,746        
   
14,115  
   
6.1          
   
3.18 %        
 
Agency commercial mortgage-backed securities:
(b)
            
Average life of 1 year or less
  
195        
   
199  
   
0.3          
   
2.82            
 
Average life 1 – 5 years
  
3,833        
   
3,962  
   
3.2          
   
3.14            
 
Average life 5 – 10 years
  
7,915        
   
8,212  
   
7.5          
   
3.13            
 
Average life greater than 10 years
  
3,198        
   
3,320  
   
13.5          
   
3.27            
 
Total
 $
15,141        
   
15,693  
   
7.6          
   
3.16 %        
 
Non-agency
commercial mortgage-backed securities:
        
          
    
Average life of 1 year or less
  
1        
   
1  
   
0.4          
   
3.83            
 
Average life 1 – 5 years
  
1,421        
   
1,470  
   
3.9          
   
3.32            
 
Average life 5 – 10 years
  
1,820        
   
1,894  
   
5.8          
   
3.25            
 
Total
 $
3,242        
   
3,365  
   
5.0          
   
3.28 %        
 
Asset-backed securities and other debt securities:
  
        
      
          
    
Average life of 1 year or less
  
36        
   
36  
   
0.8          
   
3.57            
 
Average life 1 – 5 years
  
1,175        
   
1,192  
   
2.8          
   
3.99            
 
Average life 5 – 10 years
  
935        
   
933  
   
7.0          
   
3.68            
 
Average life greater than 10 years
  
43        
   
45  
   
11.5          
   
3.43            
 
Total
 $
2,189        
   
2,206  
   
4.7          
   
3.84 %        
 
Other securities
  
556        
   
556  
       
Total
available-for-sale
debt and other securities
 $
34,966        
   
36,028  
   
6.6          
   
3.22 %        
 
Other Short-Term Investments
Other short-term investments primarily include overnight interest-earning investments, including reserves held at the FRB. The Bancorp uses other short-term investments as part of its liquidity risk management tools. Other short-term investments were $33.4 billion and $2.0 billion at December 31, 2020 and December 31, 2019, respectively. The increase of $31.4 billion from December 31, 2019 was primarily attributable to deposit growth during the year ended December 31, 2020.

(a)
Taxable-equivalent yield adjustments included in the above table are 1.57%, 0.00% and 0.01% for securities with an average life of 1 year or less,
1-5
years and in total, respectively.
(b)
Taxable-equivalent yield adjustments included in the above table are 0.00%, 0.00%, 0.00%, 0.03% and 0.01% for securities with an average life of 1 year or less,
1-5
years,
5-10
years, greater than 10 years and in total, respectively.
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 71%74% and 72%71% of the Bancorp’s average asset funding base for the years endedat December 31, 2020 and 2019, and 2018, respectively.

89 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table presents the end of period components of deposits:
          
TABLE 28: COMPONENTS OF DEPOSITS
               
TABLE 26: Components of DepositsTABLE 26: Components of Deposits
As of December 31 ($ in millions)
 
     2019
  
2018 
  
2017  
  
2016  
  
2015          
 As of December 31 ($ in millions)20202019201820172016
Demand
 $
35,968
   
32,116
   
35,276
   
35,782
   
36,267    
 Demand$57,711 35,968 32,116 35,276 35,782 
Interest checking
  
40,409
   
34,058
   
27,703
   
26,679
   
26,768    
 Interest checking47,270 40,409 34,058 27,703 26,679 
Savings
  
14,248
   
12,907
   
13,425
   
13,941
   
14,601    
 Savings18,258 14,248 12,907 13,425 13,941 
Money market
  
27,277
   
22,597
   
20,097
   
20,749
   
18,494    
 Money market30,650 27,277 22,597 20,097 20,749 
Foreign office
  
221
   
240
   
484
   
426
   
464    
 Foreign office143 221 240 484 426 
Transaction deposits
  
118,123
   
101,918
   
96,985
   
97,577
   
96,594    
 
Total transaction depositsTotal transaction deposits154,032 118,123 101,918 96,985 97,577 
Other time
  
5,237
   
4,490
   
3,775
   
3,866
   
4,019    
 Other time3,023 5,237 4,490 3,775 3,866 
Core deposits
  
123,360
   
106,408
   
100,760
   
101,443
   
100,613    
 
Total core depositsTotal core deposits157,055 123,360 106,408 100,760 101,443 
Certificates $100,000 and over
(a)
  
3,702
   
2,427
   
2,402
   
2,378
   
2,592    
 
Certificates $100,000 and over(a)
2,026 3,702 2,427 2,402 2,378 
Total deposits
 $
         127,062
   
    108,835
   
    103,162
   
    103,821
   
    103,205    
 Total deposits$159,081 127,062 108,835 103,162 103,821 
(a)Includes $1.3 billion, $2.1 billion, $1.2 billion, $1.3 billion and $1.3 billion of institutional, retail and wholesale certificates $250,000 and over at December 31, 2020, 2019, 2018, 2017 and 2016, respectively.

(a)
Includes
$2.1 billion,
$1.2 billion, $1.3 billion, $1.3 billion and $1.5 billion of institutional, retail and wholesale certificates $250,000 and over at
December 31, 2019
, 2018, 2017, 2016 and 2015, respectively.
TotalCore deposits increased $18.2$33.7 billion, or 17%27%, from December 31, 2018 driven by the MB Financial, Inc. acquisition as the Bancorp assumed commercial and consumer deposit balances of $14.5 billion at acquisition.
Table 29 summarizes the detail of deposits assumed as a result of the MB Financial, Inc. acquisition on March 22, 2019.
75  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 29: DEPOSITS ASSUMED
($ in millions)
Demand
$
6,010    
Interest checking
2,408    
Savings
1,175    
Money market
2,571    
Total transaction deposits
12,164    
Other time
546    
Total core deposits
12,710    
Certificates $100,000 and over
1,779    
Total deposits
$
                     14,489    
The following discussion excludes the impact of deposits assumed in the MB Financial, Inc. acquisition. Core deposits increased $4.2 billion, or 4%, from December 31, 2018,2019, driven by an increase in transaction deposits. Transaction deposits increased $4.0 billion, or 4%, from December 31, 2018 primarily due to increases in interest checking deposits and money market deposits, partially offset by a decrease in demandother time deposits. Interest checkingTransaction deposits increased $3.9$35.9 billion, or 12%30%, from December 31, 20182019 primarily due to increases in demand deposits, interest checking deposits, savings deposits and money market deposits. Demand deposits increased $21.7 billion, or 60%, from December 31, 2019 primarily as a result of higher balances per commercial customer account anddue to increased liquidity levels in the form of excess cash balances driven by the amount of fiscal stimulus during the year ended December 31, 2020 as well as balance migration from demand deposit accounts.
Money marketinterest checking deposits. Interest checking deposits increased $2.1$6.9 billion, or 9%17%, from December 31, 20182019 primarily as a result of promotional product offerings, which drovehigher balances per customer account due to the previously mentioned increased liquidity levels in the current economic environment, partially offset by the aforementioned balance migration into demand deposits. Savings deposits increased $4.0 billion, or 28%, and money market deposits increased $3.4 billion, or 12%, from December 31, 2019 primarily as a result of higher balances per customer account due to uncertainty regarding the COVID-19 pandemic, fiscal stimulus as well as higher demand for low-risk investment alternatives and decreased consumer customer acquisition. Demandspending. Other time deposits decreased $2.2 billion, or 7%42%, from December 31, 20182019 primarily asdue to lower offering rates on certificates less than $100,000.

Certificates $100,000 and over decreased $1.7 billion, or 45%, from December 31, 2019, primarily due to a resultdecrease in certificates of balance migration into interest checking deposits and lower balances per commercial customer account.
deposit issued since December 31, 2019.

The following table presents the components of average deposits for the years ended December 31:
          
TABLE 30: COMPONENTS OF AVERAGE DEPOSITS
               
TABLE 27: Components of Average DepositsTABLE 27: Components of Average Deposits
($ in millions)
 
     2019
  
2018 
  
2017 
  
2016 
  
2015          
 ($ in millions)20202019201820172016
Demand
 $
34,343
   
32,634
   
35,093
   
35,862
   
35,164    
 Demand$47,111 34,343 32,634 35,093 35,862 
Interest checking
  
36,658
   
29,818
   
26,382
   
25,143
   
26,160    
 Interest checking46,890 36,658 29,818 26,382 25,143 
Savings
  
14,041
   
13,330
   
13,958
   
14,346
   
14,951    
 Savings16,440 14,041 13,330 13,958 14,346 
Money market
  
25,879
   
21,769
   
20,231
   
19,523
   
18,152    
 Money market29,879 25,879 21,769 20,231 19,523 
Foreign office
  
209
   
363
   
388
   
497
   
817    
 Foreign office185 209 363 388 497 
Transaction deposits
  
111,130
   
97,914
   
96,052
   
95,371
   
95,244    
 
Total transaction depositsTotal transaction deposits140,505 111,130 97,914 96,052 95,371 
Other time
  
5,470
   
4,106
   
3,771
   
4,010
   
4,051    
 Other time4,118 5,470 4,106 3,771 4,010 
Core deposits
  
116,600
   
102,020
   
99,823
   
99,381
   
99,295    
 
Total core depositsTotal core deposits144,623 116,600 102,020 99,823 99,381 
Certificates $100,000 and over
(a)
  
4,504
   
2,426
   
2,564
   
2,735
   
2,869    
 
Certificates $100,000 and over(a)
3,337 4,504 2,426 2,564 2,735 
Other
  
265
   
476
   
277
   
333
   
57    
 
Other depositsOther deposits71 265 476 277 333 
Total average deposits
 $
         121,369
   
    104,922
   
    102,664
   
    102,449
   
    102,221    
 Total average deposits$148,031 121,369 104,922 102,664 102,449 
(a)Includes $2.2 billion, $2.6 billion, $1.1 billion, $1.4 billion and $1.5 billion of average institutional, retail and wholesale certificates $250,000 and over during the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.

(a)
Includes
$2.6 billion
,
$1.1 billion,
$1.4 billion, $1.5 billion and $1.6 billion of average institutional, retail and wholesale certificates $250,000 and over during the years ended
December 31,
2019
, 2018, 2017, 2016 and 2015, respectively.
On an average basis, core deposits increased $14.6$28.0 billion, or 14%24%, from December 31, 20182019 due to an increase of $13.2$29.4 billion, and $1.4 billionor 26%, in average transaction deposits, andpartially offset by a decrease of $1.4 billion, or 25%, in average other time deposits, respectively.deposits. The increase in average transaction deposits was driven by increases in average demand deposits, average interest checking deposits, average money market deposits and average savings deposits. Average demand deposits increased $12.8 billion, or 37%, from December 31, 2019 primarily as a result of higher average balances per commercial customer account due to the previously mentioned increased liquidity levels in the current economic environment in the form of excess cash balances driven by the amount of fiscal stimulus as well as balance migration from interest checking deposits. Average interest checking deposits increased $6.8$10.2 billion, or 23%28%, from December 31, 20182019 primarily as a result of higher average balances per customer account due to the MB Financial, Inc. acquisition as well aspreviously mentioned increased liquidity levels in the current economic environment in the form of
90 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
excess cash balances driven by the amount of fiscal stimulus partially offset by the aforementioned balance migration frominto demand deposit accounts and an increase in average balances per commercial customer account.deposits. Average money market deposits increased $4.1$4.0 billion, or 19%15%, and average savings deposits increased $2.4 billion, or 17% from December 31, 20182019 primarily as a result of higher average balances per customer account due to the previously mentioned increased liquidity levels in the current economic environment as well as higher demand for low-risk investment alternatives and decreased consumer spending amidst uncertainty regarding the COVID-19 pandemic. Average other time deposits decreased primarily due to the MB Financial, Inc. acquisition as well as promotional product offerings,
lower offering rates on certificates less than $100,000.
which drove consumer customer acquisition. Average demand deposits increased $1.7 billion, or 5%, from December 31, 2018 primarily due to the MB Financial, Inc. acquisition, partially offset by balance migration into interest checking deposits and lower balances per commercial customer account. The increase in average other time deposits was primarily due to the MB Financial, Inc. acquisition as well as promotional rate offers.
Average certificates $100,000 and over increased $2.1decreased $1.2 billion, or 26%, from December 31, 20182019 primarily due to the MB Financial, Inc. acquisition as well as an increasea decrease in retail brokeredaverage certificates of deposit issued since December 31, 2018.2019. Average other deposits decreased $211$194 million, or 73%, from December 31, 2019 primarily due to a decrease in average Eurodollar trade deposits.
Contractual Maturities
The contractual maturities of certificates $100,000 and over as of December 31, 20192020 are summarized in the following table:
TABLE 31: CONTRACTUAL MATURITIES OF CERTIFICATES28: Contractual Maturities of Certificates $100,000 AND OVER
and Over
($ in millions)
Next 3 months
$$586 
1,884    
3-6
months
1,032 
806    
6-12
months
211 
525    
After 12 months
197 
487    
Total certificates $100,000 and over
$$2,026 
                 3,702    

76  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The contractual maturities of other time deposits and certificates $100,000 and over as of December 31, 20192020 are summarized in the following table:
TABLE 32: CONTRACTUAL MATURITIES OF OTHER TIME DEPOSITS AND CERTIFICATES29: Contractual Maturities of Other Time Deposits and Certificates $100,000 AND OVER
and Over
($ in millions)
Next 12 months
$$4,413 
7,714    
13-24
months
355 
914    
25-36
months
128 
186    
37-48
months
73 
52    
49-60
months
59 
66    
After 60 months
21 
7    
Total other time deposits and certificates $100,000 and over
$$5,049 
         8,939    

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.
Average total Total average borrowings as a percent of average interest-bearing liabilities were 15% at December 31, 2020 compared to 17% at December 31, 2019 compared to 20% at December 31, 2018.
2019.

The following table summarizes the end of period components of borrowings:
          
TABLE 33: COMPONENTS OF BORROWINGS
               
TABLE 30: Components of BorrowingsTABLE 30: Components of Borrowings
As of December 31 ($ in millions)
 
    2019
  
2018
  
2017
  
2016
  
2015
 As of December 31 ($ in millions)20202019201820172016
Federal funds purchased
 $
260
   
1,925
   
174
   
132
   
151    
 Federal funds purchased$300 260 1,925 174 132 
Other short-term borrowings
  
1,011
   
573
   
4,012
   
3,535
   
1,507    
 Other short-term borrowings1,192 1,011 573 4,012 3,535 
Long-term debt
  
14,970
   
14,426
   
14,904
   
14,388
   
15,810    
 Long-term debt14,973 14,970 14,426 14,904 14,388 
Total borrowings
 $
         16,241
   
    16,924
   
    19,090
   
    18,055
   
    17,468    
 Total borrowings$16,465 16,241 16,924 19,090 18,055 

Total borrowings decreased $683increased $224 million, or 4%1%, from December 31, 20182019 due to a decreaseincreases in other short-term borrowings, federal funds purchased partially offset by increases inand long-term debt and otherdebt. Other short-term borrowings. Federal funds purchased decreased $1.7 billion from December 31, 2018 primarily due to a reduction in short-term funding needs as a result of deposit growth. Long-term debtborrowings increased $544$181 million from December 31, 20182019 primarily driven by the issuance of $2.3 billion of unsecured senior fixed-rate notes, $300 million of unsecured senior floating-rate bank notes, the issuance of asset-backed securities of $1.3 billion related to an automobile loan securitization and $148 million of fair value adjustments associated with interest rate swaps hedging long-term debt. These increases were partially offset by the maturities of $2.6 billion of unsecured senior bank notes, $500 million of unsecured senior notes and $689 million of paydowns on long-term debt associated with automobile loan securitizations during the year ended December 31, 2019.
For additional information regarding the automobile loan securitization and long-term debt issuances, refer to Note 13 and Note 18, respectively, of the Notes to Consolidated Financial Statements. Other short-term borrowings increased $438 million from December 31, 2018 as a result of increases in collateral held related to certain derivatives and in securities sold under repurchase agreements driven by an increase in commercial customer activity. The level of other short-term borrowings can fluctuate significantly from period to period depending on funding needs and whichthe sources that are used to satisfy those needs. For further information on the components of other short-term borrowings, refer to Note 17 of the Notes to Consolidated Financial Statements. For further information on a subsequent event relatedFederal funds purchased increased $40 million from December 31, 2019 primarily due to an increase in commercial customer activity. Long-term debt increased $3 million from December 31, 2019 primarily driven by the issuance of $1.25 billion of unsecured senior fixed-rate bank notes in January of 2020, the issuance of $1.25 billion of unsecured senior fixed-rate notes in May of 2020 and $133 million of fair value adjustments associated with interest rate swaps hedging long-term debt during the year ended December 31, 2020. These increases were partially offset by the maturity of $1.1 billion of unsecured senior fixed-rate notes, the maturity of $750 million of unsecured
91 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
senior fixed-rate bank notes, the maturity of $300 million of unsecured senior floating-rate bank notes and $568 million of paydowns on long-term debt associated with automobile loan securitizations during the year ended December 31, 2020. For additional information regarding the long-term debt issuances, refer to Note 3318 of the Notes to Consolidated Financial Statements.

The following table summarizes the components of average borrowings:
          
TABLE 34: COMPONENTS OF AVERAGE BORROWINGS
               
TABLE 31: Components of Average BorrowingsTABLE 31: Components of Average Borrowings
For the years ended December 31 ($ in millions)
 
    2019
  
2018
  
2017
  
2016
  
2015
 For the years ended December 31 ($ in millions)20202019201820172016
Federal funds purchased
 $
1,267
   
1,509
   
557
   
506
   
920    
 Federal funds purchased$385 1,267 1,509 557 506 
Other short-term borrowings
  
1,046
   
1,611
   
3,158
   
2,845
   
1,721    
 Other short-term borrowings1,709 1,046 1,611 3,158 2,845 
Long-term debt
  
15,369
   
14,551
   
13,804
   
15,394
   
14,644    
 Long-term debt16,004 15,369 14,551 13,804 15,394 
Total average borrowings
 $
         17,682
   
    17,671
   
    17,519
   
    18,745
   
    17,285    
 Total average borrowings$18,098 17,682 17,671 17,519 18,745 

Total average borrowings increased $11$416 million, or 2%, compared to December 31, 2018,2019 due to an increase in average long-term debt, partially offset by decreasesincreases in average other short-term borrowings and average long-term debt, partially offset by a decrease in average federal funds purchased. Average long-term debtother short-term borrowings increased $818$663 million compared to December 31, 2018. The2019 driven primarily by an increase wasin FHLB advances attributable to short-term advances executed during the early stages of the COVID-19 pandemic. Average long-term debt increased $635 million compared to December 31, 2019 primarily driven primarily by the issuances of long-term debt during the first half of 2019 which consisted of $1.5$1.25 billion of unsecured senior fixed-rate bank notes and $1.25 billion of unsecured senior fixed-rate notes during the year ended December 31, 2020 and the issuance of $750 million of unsecured senior fixed-rate notes in the fourth quarter in 2019. These increases were partially offset by the maturity of $1.1 billion of unsecured senior fixed-rate notes, the maturity of $750 million of unsecured senior fixed-rate bank notes, the maturity of $300 million of unsecured senior floating-rate bank notes and the issuance$568 million of asset-backed securities of $1.3 billion related to an automobile loan securitization.
The increase was partially offset by the maturities of unsecured senior bank notes, unsecured senior notes and paydowns on long-term debt associated with automobile loan securitizations as discussed above, during the year endedsince December 31, 2019. Average other short-term borrowingsfederal funds purchased decreased $565$882 million compared to December 31, 2018, driven primarily by a decrease in average FHLB advances. Average federal funds purchased decreased $242 million2019 primarily due to a reduction inlower short-term funding needs as a result of averagegiven core deposit growth. 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.
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MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RISK MANAGEMENT - OVERVIEW
RiskEffective risk management is critical to effectively serving customers’ financial needs while protectingthe Bancorp’s ongoing success and ensures that the Bancorp operates in a safe and achieving strategic goals. It is also essential to reducing the volatility of earningssound manner, complies with applicable laws and safeguardingregulations and safeguards the Bancorp’s brand and reputation. Further, risk management is integral to the Bancorp’s strategic, financial, and capital planning processes. It is essential thatRisks are inherent in the Bancorp’s business, strategies consistently alignand the Bancorp is responsible for managing these risks effectively to its overall risk appetitedeliver through-the-cycle value and capital considerations.
performance for the Bancorp’s shareholders, customers, employees and communities.

Key elements of Fifth Third’s Risk Management Framework, which is approved annually by the Capital Committee, ERMC, RCC and the Board of Directors, includes the following key elements:
The Bancorp ensures transparency and escalation of risk through defined risk policies and a governance structure that includes the Risk and Compliance Committee of the Board of Directors, the Enterprise Risk Management Committee and other management-level risk committees and councils.
The Bancorp establishes a risk appetite in alignment with its strategic, financial and capital plans. The Bancorp’s risk appetite is defined using quantitative metrics and qualitative measures to ensure prudent risk taking and drive balanced decision making. The Bancorp’s goal is to ensure that aggregate residual risks do not exceed the Bancorp’s risk appetite, and that risks taken are supportive of the Bancorp’s portfolio diversification and profitability objectives. The Board and executive management define the risk appetite, which is considered in the development of business strategies and forms the basis for risk management.
The core principles that define the Bancorp’s risk appetite are as follows:
The Bancorp ensures transparency of risk through defined risk policies, governance, and a reporting structure that includes the Risk and Compliance Committee of the Board of Directors, the Enterprise Risk Management Committee, and risk management committees.
To act with integrity in all activities.
To understand the risks taken and ensure that they are in alignment with the Bancorp’s business strategies and risk appetite.
The Bancorp establishes a risk appetite in alignment with its strategic, financial, and capital plans. The Bancorp’s risk appetite is defined using quantitative metrics and qualitative measures to ensure prudent risk taking, drive balanced decision making, and ensure that no excessive risks are taken.
To avoid risks that cannot be understood, managed or monitored.
To provide transparency of risk to the Bancorp’s management and Board by escalating risks and issues as necessary.
To ensure Fifth Third’s products and services are aligned to the Bancorp’s core customer base and are designed, delivered and maintained to provide value and benefit to the Bancorp’s customers and to Fifth Third.
Fifth Third’s core values and culture provide a foundation for supporting sound risk management practices by setting expectations for appropriate conduct and accountability across the organization. All employees are expected to conduct themselves in alignment with Fifth Third’s core values and Code of Business Conduct & Ethics, which may be found on www.53.com, while carrying out their responsibilities. Fifth Third’s Corporate Responsibility and Reputation Committee provides oversight of business conduct policies, programs and strategies, and monitors reporting of potential misconduct, trends or themes across the enterprise. Prudent risk management is a responsibility that is expected from all employees across the first, second and third lines of defense and is a foundational element of Fifth Third’s culture.
Not to offer products or services that are not appropriate or suitable for the Bancorp’s customers.
Focus on providing operational excellence by providing reliable, accurate, and efficient services to meet the Bancorp’s customers’ needs.
To maintain a strong financial position to ensure the Bancorp meets its strategic objectives through all economic cycles and is able to access the capital markets at all times, even under stressed conditions.
To protect the Bancorp’s reputation by thoroughly understanding the consequences of business strategies, products and processes.
To conduct the Bancorp’s business in compliance with all applicable laws, rules and regulations and in alignment with internal policies and procedures.
Fifth Third’s core values and culture provide the foundation for sound risk management practices by establishing expectations for appropriate conduct and accountability across the organization. All employees are expected to conduct themselves in alignment with Fifth Third’s Code of Business Conduct & Ethics, which may be found on www.53.com, while carrying out their responsibilities. Fifth Third’s Corporate Responsibility and Reputation Committee provides oversight of business conduct policies, programs and strategies, and monitors reporting of potential misconduct, trends or themes across the enterprise. Prudent risk management is a responsibility that is expected from all employees and is a foundational element of Fifth Third’s culture.
The Bancorp manages eight defined risk types to a prescribed appetite. The risk types are credit risk, liquidity risk, interest rate risk, price risk, legal and regulatory compliance risk, operational risk, reputational risk and strategic risk.
Fifth Third’s Risk Management Process provides a consistent and integrated approach for managing risks. The five components of the Risk Management Process are: identify, assess, manage, monitor and report. The Bancorp has also established processes and programs to manage and report concentration risks, to ensure robust talent, compensation and performance management and to aggregate risks across the enterprise.

Fifth Third drives accountability for managing risk through its Three Lines of Defense structure:
The first line of defense is comprised of front line units that create risk and are accountable for managing risk. These groups are the Bancorp’s primary risk takers and are responsible for implementing effective internal controls and maintaining processes for identifying, assessing, controlling, and mitigating the risks associated with their activities consistent with established risk appetite and limits. The first line of defense also includes business units that provide information technology, operations, servicing, processing, or other support.
The second line of defense, or Independent Risk Management, consists of Risk Management, Compliance, and Credit Review. The second line is responsible for developing frameworks and policies to govern risk-taking activities, overseeing risk-taking of the organization, advising on controlling that risk, and providing input on key risk decisions. Risk Management complements the front line’s management of risk taking activities through its monitoring and reporting responsibilities, including adherence to the risk appetite. Additionally, Risk Management is responsible for identifying, measuring, monitoring, and controlling aggregate and emerging risks enterprise-wide.
The third line of defense is Internal Audit, which provides oversight of the first and second lines of defense, and independent assurance to the Board on the effectiveness of governance, risk management, and internal controls.
The Bancorp has eight defined risk types and manages each to a prescribed tolerance. The risk types are as follows:
Credit Risk
Liquidity Risk
Market Risk (including Interest Rate Risk and Price Risk)
Regulatory Compliance Risk
Legal Risk
Operational Risk
Reputational Risk
Strategic Risk
Fifth Third’s Risk Management processes ensure a consistent and comprehensive approach in how to identify, measure and assess, manage, monitor, and report risks. The Bancorp has also established processes and programs to manage and report concentration risks; to ensure robust talent, compensation, and performance management; and to aggregate risks across the enterprise.
Below are the Bancorp’s core principlesprimary risk takers and qualitative factors that define itsare responsible for implementing effective internal controls and maintaining processes for identifying, assessing, controlling and mitigating the risks associated with their activities consistent with established risk appetite and are usedlimits. The first line of defense also includes business units that provide information technology, operations, servicing, processing or other support.
The second line of defense, or Independent Risk Management, consists of Risk Management, Compliance and Credit Review. The second line is responsible for developing frameworks and policies to ensuregovern risk-taking activities, overseeing risk-taking of the Bancorporganization, advising on controlling that risk and providing input on key risk decisions. Risk Management complements the front line’s management of risk-taking activities through its monitoring and reporting responsibilities, including adherence to the risk appetite. Additionally, Risk Management is operating in a saferesponsible for identifying, measuring, monitoring, controlling and sound manner:
Act with integrity in all activities.
reporting on aggregate risks enterprise-wide.
The third line of defense is Internal Audit, which provides oversight of the first and second lines of defense, and independent assurance to the Board on the effectiveness of governance, risk management and internal controls.
Understand the risks the Bancorp takes, and ensure that they are in alignment with its business strategies and risk appetite.
Avoid risks that cannot be understood, managed or monitored.
Provide transparency of risk to the Bancorp’s management and Board, and escalate risks and issues as necessary.
Ensure Fifth Third’s products and services are aligned to its core customer base and are designed, delivered and maintained to provide value and benefit to customers and to Fifth Third.
Do not offer products or services that are not appropriate or suitable for customers.
Focus on providing operational excellence by providing reliable, accurate, and efficient services to meet customer’s needs.
Maintain a strong financial position to ensure that the Bancorp meets its objectives through all economic cycles with sufficient capital and liquidity, even under stressed conditions.
Protect the Bancorp’s reputation by thoroughly understanding the consequences of business strategies, products and processes.
Conduct business in compliance with all applicable laws, rules and regulations and in alignment with internal policies and procedures.
Risk appetite is measured and monitored to ensure:
Risk-taking activities remain aligned with the Bancorp’s established risk appetite, tolerances, and limits;
Business decisions are based on a holistic and forward-looking view of risk and returns, including interactions between risks and results of stress tests, leading to an efficient use of capital;
Risk management activities are maintained through periods of economic decline, as well as periods of economic growth when risk management can be most critical and challenging.

7893 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Quantitative metrics and limits are used to provide a view of the overall risk profile of the Bancorp, which includes monitoring top risks and areas of concentration risk.
Fifth Third’s success is dependent on effective risk management and understanding and controlling the risks taken in order to deliver sustainable returns for employees and shareholders. The Bancorp’s goal is to ensure that aggregate risks do not exceed its risk capacity, and that risks taken are supportive of the Bancorp’s portfolio diversification and profitability objectives. Fifth Third’s strategic plan is approved by the Board of Directors annually. The strategic plan includes a comprehensive assessment of risks that currently have an impact on the Bancorp or risks that could have an impact to risk appetite and impact to capital, liquidity, and earnings during the time period covered by the plan.
Fifth Third’s Risk Management Framework states its risk appetite and the linkage to strategic and capital planning, defines and sets the tolerance for each of the eight risk types, explains the process used to manage risk across the enterprise and sets forth its risk governance structure.
The Board of Directors (the “Board”) and executive management define the risk appetite, which is considered in the development of business strategies, and forms the basis for enterprise risk management. The Bancorp’s risk appetite is set annually in alignment with the strategic, capital and financial plans, and is reviewed by the Board on an annual basis.
The Risk Management Process provides a consistent and integrated approach for managing risks and ensuring appropriate risk mitigants and controls are in place, and risks and issues are appropriately escalated. Five components are utilized for effective risk management; identifying, assessing, managing, monitoring and independent governance reporting of risk.
The Board and executive management have identified eight risk types (defined above) for monitoring the overall risk of the Bancorp, and have also qualitatively established a risk tolerance, which is defined as the maximum amount of risk the Bancorp is willing to take for each of the eight risk types. These risk types are assessed using quantitative measurements and qualitative factors on an ongoing basis and reported to the Board each quarter, or more frequently, if necessary. In addition, each business and operational function (first line of defense) is accountable for proactively identifying and managing risk using its risk management process. Risk tolerances and risk limits are also established, where appropriate, in order to ensure that business and operational functions across the enterprise are able to monitor and manage risks at a more granular level, while ensuring that aggregate risks across the enterprise do not exceed the overall risk appetite.
The Bancorp’s risk governance structure includes management committees operating under delegation from, and providing information directly or indirectly to, the Board. The Bancorp Board delegates certain responsibilities to Board
sub-committees,
including the RCC as outlined in each respective Committee Charter, which may be found on www.53.com. The ERMC, which reports to the RCC, comprises senior management from across the Bancorp and reviews and approves risk management frameworks and policies, oversees the management of all risk types to ensure that aggregated risks remain within the Bancorp’s risk appetite and fosters a risk culture to ensure appropriate escalation and transparency of risks.
CREDIT RISK MANAGEMENT
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 designed and monitors underwriting, documentation and collection standards. The Bancorp’s credit risk management strategy also emphasizes diversification on a geographic, industry 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 amounts, the utilization of which is closely monitored. Underwriting activities
are centrally managed, and ERM 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 grades and the
charge-off,
nonaccrual and reserve analysis process. The Bancorp’s credit review process and overall assessment of the adequacy of the allowance for credit losses is based on quarterly assessments of the probable estimated losses inherentexpected in the loan and lease portfolio. The Bancorp uses these assessments to promptly identify potential problem loans or leases within the portfolio, maintain an adequate allowance for credit losses and takerecord any necessary charge-offs. The Bancorp defines potential problem loans and leases as those rated substandard that do not meet the definition of a nonaccrual loan or a restructured loan. Refer to Note 7 of the Notes to Consolidated Financial Statements for further information on the Bancorp’s credit grade categories, which are derived from standard regulatory rating definitions. In addition, stress testing is performed on various commercial and consumer portfolios using the CCAR model and forutilizing various models. For certain portfolios, such as real estate and leveraged lending, the stress testing is performed by Credit department personnel at the individual loan level during credit underwriting.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following tables provide a summary of potential problem portfolio loans and leases:
      
TABLE 35: POTENTIAL PROBLEM PORTFOLIO LOANS AND LEASES
 
 
As of December 31, 2019 ($ in millions)
 
Carrying
Value
(a)
  
Unpaid
Principal
Balance
  
Exposure
 
 
TABLE 32: Potential Problem Portfolio Loans and LeasesTABLE 32: Potential Problem Portfolio Loans and Leases
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)Carrying
Value
Unpaid
Principal
Balance
Exposure
Commercial and industrial loans
 $
1,100    
   
1,120
   
1,488    
 Commercial and industrial loans$2,641 2,651 3,687 
Commercial mortgage loans
  
342    
   
390
   
342    
 Commercial mortgage loans784 798 792 
Commercial construction loans
  
75    
   
82
   
84    
 Commercial construction loans240 240 252 
Commercial leases
  
61    
   
61
   
61    
 Commercial leases72 72 72 
 
Total potential problem portfolio loans and leases
 $
             1,578    
   
            1,653
   
            1,975    
 Total potential problem portfolio loans and leases$3,737 3,761 4,803 
 
(a)
Includes $287 million of PCI and $363 million of
non-PCI
loans and leases as of December 31, 2019 acquired in the MB Financial, Inc. acquisition.
 
 
TABLE 36: POTENTIAL PROBLEM PORTFOLIO LOANS AND LEASES
 
 
As of December 31, 2018 ($ in millions)
 
Carrying
Value
  
Unpaid
Principal
Balance
  
Exposure
 
 
Commercial and industrial loans
 $
646    
   
647
   
854    
 
Commercial mortgage loans
  
152    
   
152
   
152    
 
Commercial leases
  
31    
   
31
   
31    
 
 
Total potential problem portfolio loans and leases
 $
                 829    
   
            830
   
            1,037    
 
 

TABLE 33: Potential Problem Portfolio Loans and Leases
As of December 31, 2019 ($ in millions)Carrying
Value
Unpaid
Principal
Balance
Exposure
Commercial and industrial loans$1,100 1,120 1,488 
Commercial mortgage loans342 390 342 
Commercial construction loans75 82 84 
Commercial leases61 61 61 
Total potential problem portfolio loans and leases$1,578 1,653 1,975��

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 grading systems. The first of these risk grading system currently utilized for allowancesystems encompasses ten categories, which are based on regulatory guidance for credit loss analysis purposes encompasses ten categories.risk systems. These ratings are used by the Bancorp to monitor and manage its credit risk. The Bancorp also maintains a dual risk rating system for credit approval and pricing, portfolio monitoring and capital allocation that includes a
“through-the-cycle”
“through-the-cycle” rating philosophy for assessing a borrower’s creditworthiness. A
“through-the-cycle”
“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 probabilities of default grade categories and an additional eleven grade categories for estimating losses given an event of default. The probability of default and loss given default evaluations are not separated in the
ten-category
regulatory risk rating system. The Bancorp has completed significant validation and testing of the dual risk rating system as a commercial credit risk management tool.

The Bancorp has also developed U.S. GAAP compliant CECL models to estimate expected credit losses as part of the Bancorp’s adoption of ASU
2016-13
Measurement of Credit Losses on Financial Instruments
,
which was adopted by the Bancorp on January 1, 2020. These validated CECLFor loans and leases that are collectively evaluated, the Bancorp utilizes these models use separateto 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 1 of the Notes to Consolidated Financial Statements for additional 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.

94 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the commercial portfolio segment, the estimated probabilities of default and loss givenare 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 losses. Scoringloss 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 credit card and 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, various analytical tools and portfolio performance monitoring are usedprocesses to assess the credit risk inof the Bancorp’s homogenous consumer and small business loanresidential mortgage portfolios.

Overview
Financial markets began the year optimistic as the signing of the Phase I trade between China and the U.S. lifted investor expectations for global growth in 2020. In February, the onset of the COVID-19 pandemic and the related shutdown of the economy led to a dramatic repricing of financial markets. From mid-February to late March 2020 the S&P 500 declined 34%, the 10-year Treasury fell to all-time lows, investment grade credit spreads widened 350 basis points, and the U.S. dollar appreciated strongly versus other currencies. In response to the economic and financial market dislocations, unprecedented fiscal and monetary policies were implemented to offset the economic shock. These policies along with the development of multiple vaccines helped support the recovery from the COVID-19 pandemic as the year progressed.

U.S. economic growth slowedEconomic recovery continued in the fourth quarter dueof 2020 as accommodative monetary policy and additional fiscal stimulus supported economic activity while the beginning of COVID-19 vaccinations in December 2020 supported the risk on sentiment in financial markets. The Federal Reserve maintained their commitment to weaknesskeeping the target rate for federal funds at 0% to 0.25% for the foreseeable future while continuing to expand their balance sheet holdings by at least $80 billion of treasuries and $40 billion of agency mortgage-backed securities per month. At the December 2020 FOMC meeting, federal officials indicated balance sheet purchases would continue at the current pace “until substantial further progress has been made toward the Committee’s maximum employment and price stability goals.” In December 2020, the federal government enacted legislation that provides additional relief for individuals, businesses and hospitals in response to the economic distress caused by the COVID-19 pandemic. The $900 billion relief legislation included an extension of the Federal Pandemic Unemployment Compensation program, a new round of stimulus checks for individuals, a second round of the Paycheck Protection Program, assistance for schools and the transportation sector and funding to assist states with COVID-19 testing and vaccine distribution.

Although COVID-19 cases rose to new records in December 2020, along with hospitalizations and deaths, the start of the vaccination process supported investors’ expectations for an end of the pandemic in 2021. In addition, the results of the federal elections in November 2020 supported investors’ expectations of additional fiscal stimulus and a robust recovery in the manufacturing sectorsecond half of 2021. The bullish sentiment led to yield curve steepening in the treasury market, all-time high equity valuations, tighter credit spreads and flatter credit curves. The housing market remained robust as low mortgage rates and tight inventory levels supported the strongest home price growth since 2014, while the S&P 500 increased 12.15% in the fourth quarter of 2020 and 18.40% for the year ended December 31, 2020. With the rise in asset prices, household net worth reached a softer trend in consumer spending. Financial conditions easedrecord at the end of the third quarter of 2020, up approximately 7% year-over-year. Lastly, the U.S. employment picture continued to improve during the fourth quarter as the expansion of the FRB’s balance sheet eased funding pressures in the overnight funding markets. Also, the phase one trade deal between the U.S. and China eased concerns around an escalation of the trade conflict. The easing in financial conditions, along with the trade agreement, supported a rally in equity and credit markets2020 as investors upgraded their outlook for global growth and earnings in 2020. FRB officials have strongly suggested that the FOMC is expected to hold interest rates steady for 2020, indicating that observation of a sustained and significant increase in inflation would be needed before considering raising rates.
The theme of slower growth was also reflected in the employment market where job growth, growth in average hourly wages and growth in hours worked slowed in 2019 when compared to 2018. Despite the softer job growth, the unemployment rate declined from 7.8% to 3.5%6.7% despite the new COVID-19 lockdown restrictions which led to higher unemployment claims and a loss in 2019 from 3.9% in 2018 as job growth outpaced the growthjobs in the labor force.most recent employment report.

COVID-19 Hardship Relief Programs
In response to the COVID-19 pandemic, beginning in March 2020, the Bancorp began providing financial hardship relief to borrowers that were negatively impacted by the pandemic and its related economic impacts. For retail borrowers, these relief programs included three-month payment deferrals for non-real estate secured and unsecured portfolios, six-month payment deferrals for home equity loans and lines of credit and six-month forbearances for residential mortgages. The Bancorp also temporarily waived fees for certain products and services, suspended initiating any new repossession actions on vehicles and suspended all residential foreclosure activity. In most cases, these offers are not classified as TDRs and do not result in loans being placed on nonaccrual status. The fee waiver, repossession suspension and payment deferral programs for non-real estate secured and unsecured and home equity loans and lines of credit were discontinued early in the third quarter of 2020. However, new programs to assist consumer customers are now being offered to meet the uniqueness of the current economic environment. These primarily include a short-term hardship program which allows for a reduced payment amount for six months with full payments resuming thereafter or placement into a loan modification program that could include permanent rate reductions or maturity extensions.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Even though employment growth slowedThe Bancorp currently plans to continue to offer the six-month forbearance program for its residential mortgage borrowers in 2019, the lowest unemployment rate in a half century alongalignment with the availabilityforbearances offered for federally-backed mortgage loans under the provisions of consumer credit continuedthe CARES Act. Upon completion of the initial six-month forbearance period for residential mortgage loans, borrowers may request to support consumer confidence and spending while lower interest rates supported a rebound inextend the housing market. Existing home sales reached a
two-year
high leaving inventories at their lowest level since 1999. Low inventories along with stronger price gains will limitforbearance period for an additional period of up to six months. Additionally, the growth in home sales in 2020.
GeopoliticsBancorp will continue to playfollow the specific GSE guidance for other non-forbearance related COVID-19 pandemic relief programs when servicing its residential mortgage portfolio. These programs include traditional loan modifications and/or deferral of past due payments to the maturity of the loan. The Bancorp continues to suspend residential foreclosure activity in alignment with GSE practices. The Bancorp will also be responsive to any legislative changes related to foreclosure activity.

The Bancorp has also offered a significant role invariety of relief options to its commercial borrowers that have been impacted by the outlookCOVID-19 pandemic. While these offers are individually negotiated and tailored to each borrower’s specific facts and circumstances, the most commonly offered relief measures include temporary covenant waivers and/or deferrals of principal and/or interest payments for global growth. Althoughup to 90 days. After the U.S.deferral program, a customer may have the option to resume normal payments, enter into a formal loan modification program or restructure the loan arrangement.

For loans that receive a payment deferral or forbearance under these hardship relief programs, the Bancorp continues to accrue interest and China reachedrecognize interest income during the period of the deferral. Depending on the terms of each program, all or a trade agreement in early January 2020,portion of this accrued interest may be paid directly by the pathborrower (either during the relief period, at the end of the relief period or at maturity of the loan) or added to a broader trade deal appears unlikely before the November U.S. election. U.S. concerns around national security, human rights, enforcement, and Chinese subsidies for state-owned enterprises remaincustomer’s outstanding with no clear solution. Meanwhile, geopolitical challenges outsidebalance. For certain programs, the U.S.maturity date of the loan may also be extended by the number of payments deferred. Interest income will continue to limitbe recognized at the upside potentialoriginal contractual interest rate unless that rate is concurrently modified upon entering the relief program (in which case, the modified rate would be used to recognize interest).

For commercial leases that receive payment deferrals under the Bancorp’s COVID-19 pandemic hardship relief programs, the Bancorp will continue to recognize interest income during the deferral period, but the yield will be recalculated based on the timing and amount of remaining payments over the remaining lease term. The revised yield will be used for prospectively recognizing interest income and adjusting the net investment in the lease. The Bancorp’s hardship relief programs for commercial leases affect the timing of payments but do not generally result in an increase in the rights of the global economy.lessor or the obligations of the lessee. Therefore, the Bancorp has elected to forego certain requirements that would typically apply for lease modifications when accounting for the effects of the hardship relief programs. Refer to the Regulatory Developments Related to the COVID-19 Pandemic section of Note 1 of the Notes to Consolidated Financial Statements for further information.

As of December 31, 2020, the Bancorp had discontinued new enrollments for its consumer hardship relief programs except for the residential mortgage forbearance program previously discussed. The remaining consumer loans that were in an active relief period as of December 31, 2020 primarily consisted of borrowers who were previously enrolled in a hardship relief program and then subsequently requested additional assistance. These extended assistance periods generally provide reduced payments for a period of up to six months and are expected to be substantially complete in the first quarter of 2021. As previously discussed, residential mortgage borrowers may receive a total forbearance of up to one year so borrowers will be in active relief periods for a longer period of time. However, the Bancorp currently expects most of its residential mortgage loans to exit forbearance in the first half of 2021.

96 Fifth Third Bancorp

Commercial Portfolio

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a summary of portfolio loans and leases as of December 31, 2020, by class, that have received payment deferrals or forbearances as part of the Bancorp’s COVID-19 pandemic hardship relief programs:
TABLE 34: Summary of Portfolio Loans and Leases Enrolled In Hardship Relief Programs
Amortized Cost Basis of Loans and Leases
Past Due(c)
Completed Relief Period
In Active Relief Period(a)
Total that Have Received Payment Relief(b)
December 31, 2020 ($ in millions)
Current(c)
30-89 Days90 Days or MoreTotal Past Due
Commercial loans:
Commercial and industrial loans$1,355 10 1,365 1,347 14 18 
Commercial mortgage owner-occupied loans564 16 580 575 
Commercial mortgage nonowner-occupied loans1,081 97 1,178 1,125 27 26 53 
Commercial construction loans470 15 485 485 — — — 
Commercial leases91 — 91 91 — — — 
Residential mortgage loans(b)
859 615 1,474 1,243 53 178 231 
Consumer loans:
Home equity195 11 206 183 15 23 
Indirect secured consumer loans(d)
771 216 987 922 49 16 65 
Credit card110 25 135 109 12 14 26 
Other consumer loans95 14 109 103 
Total portfolio loans and leases$5,591 1,019 6,610 6,183 178 249 427 
(a)Includes loans and leases that are still in the initial payment relief period (primarily residential mortgage and home equity loans) and loans that have requested additional relief.
(b)Excludes $921 of loans previously sold to GNMA that the Bancorp had the option to repurchase as a result of forbearance, $882 of which were repurchased and are classified as held for sale.
(c)For loans which are still in an active relief period, past due status is based on the borrower's status as of March 1, 2020, as adjusted based on the borrowers compliance with modified loan terms.
(d)Indirect secured consumer loans which are still in an active relief period as of December 31, 2020 are required to make payments but at a reduced amount from original contractual terms.

As of December 31, 2020, $1.5 billion of the Bancorp’s residential mortgage loans had been enrolled in a COVID-19 forbearance program (either active or completed). These loans had a weighted-average FICO score of approximately 690 and a weighted-average origination LTV of approximately 81%. Approximately 60% of these borrowers made at least one payment since entering forbearance, and 84% of balances are reported as current as of December 31, 2020. The Bancorp had $615 million of these loans in an active relief period as of December 31, 2020 and these loans had a weighted-average FICO score of approximately 660 and a weighted-average origination LTV of approximately 83%. Approximately one third of borrowers in an active forbearance period have made at least one payment since entering forbearance and approximately 85% of the residential mortgage loans still in an active relief period have completed the initial six-month forbearance period and have requested an extended forbearance for up to an additional six months.
97 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 provides loans to a variety of customers ranging from large multi-nationalmultinational 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 expertise to better monitor and manage different industry segments of the portfolio.

Certain industries have experienced increased stress due to the COVID-19 pandemic. These include consumer-driven industries that require gathering or congregation such as leisure and recreation (including casinos, restaurants, sports, fitness, hotels and other industries), non-essential retail and leisure travel (primarily including airlines and cruise lines). Certain segments of the healthcare industry (including skilled nursing, physician offices and surgery/outpatient centers, among others) have also been impacted by the pandemic given delays and restrictions on in-person visits and elective procedures. The following table presents industries impacted the most severely within the Bancorp’s commercial and industrial and commercial real estate loan portfolios as of December 31, 2020:
TABLE 35: Industries Impacted the Most Severely by the COVID-19 Pandemic
($ in millions)BalanceExposure
Industry Classification(b)
Commercial and industrial loans:(a)
Leisure and recreation(c)
$3,827 7,254 Accommodation and food / Entertainment and recreation
Healthcare834 1,560 Healthcare
Retail - non-essential690 3,043 Retail trade
Leisure travel416 585 Transportation and warehousing
Total commercial and industrial loans5,767 12,442 
Commercial real estate loans:
Leisure and recreation(c)
2,225 2,568 Accommodation and food / Entertainment and recreation
Healthcare1,647 2,025 Healthcare
Retail - non-essential1,242 1,335 Real estate
Total commercial real estate loans5,114 5,928 
Total$10,881 18,370 
(a)Excludes PPP loans.
(b)As defined by the North American Industry Classification System.
(c)Balances include exposures to casinos, restaurants, sports, fitness, hotels and other.

Additionally, the Bancorp’s energy loan portfolio of$2.6 billion for oil and gas production and related industries was also impacted by significant declines in oil prices during the year ended December 31, 2020.

8098 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The acquired commercial and industrial portfolio is comprised primarily of small business and middle market commercial loans but also includes specialty lending products, including lease banking, small business leasing and asset-based lending. These products serve distinct client needs and broaden Fifth Third’s lending capabilities.
The portfolios have been evaluated for credit quality and will be managed within Fifth Third’s credit risk framework to ensure adherence to risk appetite.
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:
            
TABLE 37: COMMERCIAL LOAN AND LEASE PORTFOLIO (EXCLUDING LOANS AND LEASES HELD FOR SALE)
 
 
 
2019
 
2018
 
TABLE 36: Commercial Loan and Lease Portfolio (excluding loans and leases held for sale)TABLE 36: Commercial Loan and Lease Portfolio (excluding loans and leases held for sale)
     20202019
As of December 31 ($ in millions)
 
      Outstanding
  
Exposure 
  
Nonaccrual    
  
    Outstanding
  
Exposure
  
Nonaccrual      
 As of December 31 ($ in millions)OutstandingExposureNonaccrualOutstandingExposureNonaccrual
 
By Industry:
                  By Industry:
Real estateReal estate$11,416 16,865 143 11,320 16,993 
Manufacturing
 $
11,996     
   
22,079
   
87      
   
10,387      
   
19,290
   
48      
 Manufacturing10,699 21,986 68 11,996 22,079 87 
Real estate
  
11,320     
   
16,993
   
9      
   
8,327      
   
13,055
   
10      
 
Financial services and insurance
  
7,214     
   
15,398
   
-      
   
6,805      
   
13,192
   
1      
 Financial services and insurance6,868 15,113  7,214 15,398 — 
Business services
  
5,170     
   
8,579
   
75      
   
4,426      
   
7,161
   
17      
 Business services5,344 9,114 66 5,170 8,579 75 
Healthcare
  
4,984     
   
7,206
   
38      
   
4,343      
   
6,198
   
36      
 Healthcare5,168 7,874 41 4,984 7,206 38 
Wholesale trade
  
4,502     
   
7,715
   
17      
   
3,127      
   
5,481
   
14      
 Wholesale trade4,204 7,990 25 4,502 7,715 17 
Accommodation and foodAccommodation and food4,166 6,600 35 3,745 6,525 21 
Retail trade
  
3,948     
   
8,255
   
39      
   
3,726      
   
7,496
   
6      
 Retail trade3,651 8,871 6 3,948 8,255 39 
Accommodation and food
  
3,745     
   
6,525
   
21      
   
3,435      
   
5,626
   
28      
 
Communication and information
  
3,166     
   
5,567
   
2      
   
2,923      
   
5,111
   
-      
 Communication and information3,128 5,802 39 3,166 5,567 
Mining
  
3,046     
   
4,966
   
37      
   
2,427      
   
4,363
   
38      
 
Transportation and warehousing
  
2,880     
   
4,996
   
12      
   
2,807      
   
4,729
   
19      
 Transportation and warehousing2,846 4,596 13 2,880 4,996 12 
Construction
  
2,526     
   
5,327
   
4      
   
2,498      
   
4,718
   
4      
 Construction2,631 6,053 4 2,526 5,327 
MiningMining2,626 4,171 94 3,046 4,966 37 
Entertainment and recreation
  
1,905     
   
3,327
   
40      
   
1,798      
   
3,354
   
1      
 Entertainment and recreation2,248 3,537 84 1,905 3,327 40 
Other services
  
1,224     
   
1,662
   
4      
   
855      
   
1,104
   
4      
 Other services1,362 1,770 7 1,224 1,662 
Utilities
  
991     
   
2,672
   
-      
   
835      
   
2,531
   
-      
 Utilities1,162 3,011  991 2,672 — 
Public administration
  
782     
   
1,107
   
-      
   
465      
   
669
   
-      
 Public administration880 1,428  782 1,107 — 
Agribusiness
  
344     
   
554
   
9      
   
323      
   
511
   
2      
 Agribusiness394 616 10 344 554 
Other
  
151     
   
153
   
3      
   
-      
   
-
   
-      
 Other127 129 2 151 153 
Individuals
  
64     
   
128
   
-      
   
64      
   
130
   
-      
 Individuals77 123 1 64 128 — 
 
Total
 $
69,958     
   
123,209
   
397      
   
59,571      
   
104,719
   
228      
 Total$68,997 125,649 638 69,958 123,209 397 
 
By Loan Size:
                  By Loan Size:
Less than $200,000
  
1 %
   
1
   
4      
   
1      
   
1
   
5      
 
$200,000 to $1 million
  
3     
   
3
   
6      
   
2      
   
2
   
9      
 
Less than $1 millionLess than $1 million7 %5 10 10 
$1 million to $5 million
  
9     
   
7
   
22      
   
6      
   
6
   
18      
 $1 million to $5 million9 7 18 22 
$5 million to $10 million
  
7     
   
6
   
11      
   
6      
   
5
   
19      
 $5 million to $10 million7 6 14 11 
$10 million to $25 million
  
20     
   
17
   
27      
   
19      
   
16
   
38      
 $10 million to $25 million18 16 27 20 17 27 
Greater than $25 million
  
60     
   
66
   
30      
   
66      
   
70
   
11      
 
 
$25 million to $50 million$25 million to $50 million24 23 31 24 24 30 
Greater than $50 millionGreater than $50 million35 43  36 43 — 
Total
  
100 %
   
100
   
100      
   
100      
   
100
   
100      
 Total100 %100 100 100 100 100 
 
By State:
                  By State:
Illinois
  
15 %
   
12
   
18      
   
6      
   
5
   
8      
 Illinois14 %12 28 15 12 18 
Ohio
  
10     
   
11
   
6      
   
13      
   
14
   
10      
 Ohio11 12 4 10 11 
Florida
  
7     
   
7
   
6      
   
8      
   
8
   
21      
 Florida8 7 1 
Michigan
  
6     
   
6
   
7      
   
7      
   
6
   
10      
 Michigan6 6 7 
Indiana
  
4     
   
4
   
2      
   
4      
   
4
   
8      
 Indiana4 4 1 
Georgia
  
3     
   
4
   
11      
   
5      
   
5
   
11      
 Georgia3 4 7 11 
North Carolina
  
3     
   
3
   
10      
   
3      
   
3
   
-      
 North Carolina3 2 3 10 
Tennessee
  
3     
   
3
   
1      
   
3      
   
3
   
-      
 Tennessee2 3 1 
Kentucky
  
2     
   
2
   
9      
   
2      
   
3
   
2      
 Kentucky2 2 4 
Other
  
47     
   
48
   
30      
   
49      
   
49
   
30      
 Other47 48 44 47 48 30 
 
Total
  
100 %
   
100
   
100      
   
100      
   
100
   
100      
 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
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.
Although the Bancorp does not back test these collateral value assumptions, the Bancorp maintains an appraisal review department to order and review third-party appraisals in accordance with regulatory requirements. Collateral values on criticized 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.

8199 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 impaired commercial mortgage loans that are individually evaluated.
The Bancorp does not typically aggregate the LTV ratios for commercial mortgage loans less than $1 million.
             
TABLE 38: COMMERCIAL MORTGAGE LOANS OUTSTANDING BY LTV, LOANS GREATER THAN $1 MILLION
 
  
As of December 31, 2019 ($ in millions)
 
LTV > 100%
  
LTV
 80-100%
  
LTV < 80%    
 
  
Commercial mortgage owner-occupied loans
 $
126   
   
393    
   
3,199        
 
Commercial mortgage nonowner-occupied loans
  
58   
   
107    
   
4,562        
 
  
Total
 $
               184   
   
            500    
   
            7,761        
 
  
  
TABLE 39: COMMERCIAL MORTGAGE LOANS OUTSTANDING BY LTV, LOANS GREATER THAN $1 MILLION
 
  
As of December 31, 2018 ($ in millions)
 
LTV > 100%
  
LTV
80-100%
  
LTV < 80%    
 
  
Commercial mortgage owner-occupied loans
 $
126   
   
172    
   
2,119        
 
Commercial mortgage nonowner-occupied loans
  
40   
   
29    
   
2,731        
 
  
Total
 $
               166   
   
            201    
   
            4,850        
 
  
TABLE 37: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million
As of December 31, 2020 ($ in millions)LTV > 100%LTV 80-100%LTV < 80%
Commercial mortgage owner-occupied loans$121 310 3,209 
Commercial mortgage nonowner-occupied loans51 72 4,757 
Total$172 382 7,966 
TABLE 38: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million
As of December 31, 2019 ($ in millions)LTV > 100%LTV 80-100%LTV < 80%    
Commercial mortgage owner-occupied loans$126 393 3,199 
Commercial mortgage nonowner-occupied loans58 107 4,562 
Total$184 500 7,761 

The Bancorp views
non-owner-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 40: NONOWNER-OCCUPIED COMMERCIAL REAL ESTATE (EXCLUDING LOANS HELD FOR SALE)
(a)
 
 
As of December 31, 2019 ($ in millions)
         
For the Year Ended
December 31, 2019
 
   
     
90 Days
     
 
Outstanding
  
Exposure
  
Past Due
  
Nonaccrual
  
Net
 Charge-offs
 
TABLE 39: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
TABLE 39: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)
For the Year Ended
December 31, 2020
 OutstandingExposure90 Days Past DueNonaccrualNet Charge-offs
By State:
               By State:
Illinois
 $
3,097    
   
3,639    
   
6    
   
-    
   
2          
 Illinois$2,844 3,375 1 45 6 
Ohio
  
1,402    
   
1,861    
   
-    
   
1    
   
-          
 Ohio1,405 1,990  4  
Florida
  
951    
   
1,605    
   
-    
   
-    
   
-          
 Florida1,132 1,668    
North CarolinaNorth Carolina854 1,124  2  
Michigan
  
714    
   
849    
   
-    
   
-    
   
-          
 Michigan810 926  1  
North Carolina
  
635    
   
1,040    
   
-    
   
-    
   
-          
 
Indiana
  
582    
   
865    
   
-    
   
-    
   
-          
 Indiana580 1,029    
Georgia
  
351    
   
897    
   
-    
   
-    
   
-          
 Georgia424 924  1  
All other states
  
2,883    
   
4,569    
   
-    
   
-    
   
-          
 All other states2,981 4,539  25 35 
 
Total
 $
             10,615    
   
15,325    
   
6    
   
1    
   
2          
 Total$11,030 15,575 1 78 41 
 
(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.
(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.
TABLE 40: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
As of December 31, 2019 ($ in millions)
For the Year Ended
December 31, 2019
OutstandingExposure90 Days Past DueNonaccrualNet Charge-offs
By State:
Illinois$3,097 3,639 — 
Ohio1,402 1,861 — — 
Florida951 1,605 — — — 
North Carolina635 1,040 — — — 
Michigan714 849 — — — 
Indiana582 865 — — — 
Georgia351 897 — — — 
All other states2,883 4,569 — — — 
Total$10,615 15,325 
(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.
                     
TABLE 41: NONOWNER-OCCUPIED COMMERCIAL REAL ESTATE (EXCLUDING LOANS HELD FOR SALE)
(a)
 
  
As of December 31, 2018 ($ in millions)
         
For the Year Ended
December 31, 2018
 
     
     
90 Days
     
 
Outstanding
  
Exposure
  
Past Due
  
Nonaccrual
  
Net Charge-offs
 
  
By State:
               
Illinois
 $
750    
   
1,076    
   
-    
   
-    
   
-          
 
Ohio
  
1,574    
   
1,918    
   
-    
   
-    
   
-          
 
Florida
  
978    
   
1,536    
   
-    
   
-    
   
-          
 
Michigan
  
657    
   
771    
   
-    
   
-    
   
-          
 
North Carolina
  
646    
   
872    
   
-    
   
-    
   
-          
 
Indiana
  
528    
   
853    
   
-    
   
-    
   
-          
 
Georgia
  
357    
   
729    
   
-    
   
-    
   
-          
 
All other states
  
2,590    
   
4,187    
   
-    
   
2    
   
1          
 
  
Total
 $
             8,080    
   
11,942    
   
-    
   
2    
   
1          
 
  
(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.
100 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Consumer Portfolio
Consumer 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 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. Among consumer portfolios, legacy underwritten residential mortgage and brokered home equity portfolios exhibited the most stress during the past credit crisis.
82  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As of December 31, 2019, consumer real estate loans, consisting of residential mortgage loans and home equity loans, originated from 2005 through 2008 represent approximately 10% of the consumer real estate portfolio. These loans accounted for 50% of total consumer real estate secured net charge-offs for the year ended December 31, 2019. Current loss rates in the residential mortgage and home equity portfolios are below
pre-crisis
levels. In addition to the consumer real estate portfolio, creditCredit risk management continues to closely monitor the indirect secured consumer portfolio performance, which includes automobile loans. The automobile market has exhibited industry-wide gradual loosening of credit standards such as lower FICOs, longer terms and higher LTVs. The Bancorp has adjusted credit standards focused on improving risk-adjusted returns while maintaining credit risk tolerance. The Bancorp actively manages the automobile portfolio through concentration limits, which mitigate credit risk through limiting the exposure to lower FICO scores, higher advance rates and extended term originations.

Additionally, the Bancorp enhanced its credit underwriting guidelines across the entire consumer portfolio in response to the economic stress created by the COVID-19 pandemic. The Bancorp routinely and consistently evaluates underwriting practices to align with economic conditions as part of standard risk management protocols. The Bancorp will continue to evaluate these practices based on underlying economic factors and internal considerations.

Residential mortgage portfolio
The Bancorp manages credit risk in the residential mortgage portfolio through underwriting guidelines that limit exposure to higher LTVs and lower FICO scores. 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 $671$559 million of ARM loans will have rate resets during the next twelve months. Of these resets, 29%6% are expected to experience an increase in rate, with an average increase of approximately 1%0.4%. Underlying characteristics of these borrowers are relatively strong with a weighted-average origination DTI of 32% and weighted-average origination LTV of 71%.

Certain residential mortgage products have contractual features that may increase credit exposure to the Bancorp 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.

Portfolio residential mortgage loans from 2010 and later vintages represented 94% of the portfolio as of December 31, 20192020 and had a weighted-average origination LTV of 73% and a weighted-average origination FICO of 760.
762.

In response to the COVID-19 pandemic, the Bancorp has provided forbearances for up to six months for customers who are experiencing a hardship related to COVID-19, with an option for borrowers to extend the forbearance period for an additional period of up to six months upon request. Additionally, the Bancorp has maintained tighter credit underwriting guidelines for new originations, raising the minimum FICO score at origination to 680 and lowering the maximum allowable LTV to 80%. For further information on reporting of past due loans, refer to Note 1 of the Notes to Consolidated Financial Statements.

The following table provides an analysis of the residential mortgage portfolio loans outstanding by LTV at origination:
        
TABLE 42: RESIDENTIAL MORTGAGE PORTFOLIO LOANS BY LTV AT ORIGINATION
 
 
 
2019
 
2018
 
     
TABLE 41: Residential Mortgage Portfolio Loans by LTV at OriginationTABLE 41: Residential Mortgage Portfolio Loans by LTV at Origination
   
Weighted-
    
Weighted-         
 20202019
As of December 31 ($ in millions)
 
Outstanding
  
Average LTV
  
Outstanding
  
Average LTV         
 As of December 31 ($ in millions)OutstandingWeighted-Average LTVOutstandingWeighted-Average LTV
 
LTV
80%
 $
12,100        
   
66.3
 % $
         11,540    
   
66.7 %    
 LTV ≤ 80%$11,336 65.2 %$12,100 66.3 %
LTV > 80%, with mortgage insurance
(a)
  
2,373        
   
95.2
   
2,010    
   
95.1        
 
LTV > 80%, with mortgage insurance(a)
2,535 95.5 2,373 95.2 
LTV > 80%, no mortgage insurance
  
2,251        
   
93.1
   
1,954    
   
94.2        
 LTV > 80%, no mortgage insurance2,057 91.1 2,251 93.1 
 
Total
 $
         16,724        
   
74.3
 % $
         15,504    
   
74.3 %    
 Total$15,928 73.9 %$16,724 74.3 %
 
(a)Includes loans with both borrower and lender paid mortgage insurance.

101 Fifth Third Bancorp
(a)Includes loans with both borrower and lender paid mortgage insurance.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 43: RESIDENTIAL MORTGAGE PORTFOLIO LOANS, LTV GREATER THAN 80%, NO MORTGAGE INSURANCE
 
 
As of December 31, 2019 ($ in millions)
       
For the Year Ended
December 31, 2019
 
  
 
 
 
   
90 Days
    
Net Charge-offs
 
 
Outstanding
  
Past Due
  
Nonaccrual
  
(Recoveries)
 
TABLE 42: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage InsuranceTABLE 42: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)
For the Year Ended
December 31, 2020
 Outstanding90 Days Past DueNonaccrualNet Charge-offs
By State:
            By State:
Ohio
 $
482      
   
3    
   
4      
   
1          
 Ohio$459 4 4 2 
Illinois
  
468      
   
2    
   
3      
   
1          
 Illinois410 3 1  
Florida
  
305      
   
2    
   
1      
   
(1)        
 Florida306 1 2  
Michigan
  
217      
   
2    
   
1      
   
-          
 Michigan180 2 1  
Indiana
  
175      
   
1    
   
1      
   
-          
 Indiana147 1 1  
North Carolina
  
139      
   
-    
   
2      
   
-          
 North Carolina139 2   
Kentucky
  
93      
   
-    
   
-      
   
-          
 Kentucky92 1   
All other states
  
372      
   
3    
   
3      
   
1          
 All other states324 3 2  
 
Total
 $
             2,251      
   
13    
   
15      
   
2          
 Total$2,057 17 11 2 
 

TABLE 43: Residential Mortgage Portfolio Loans, LTV Greater Than 80% at Origination, No Mortgage Insurance
As of December 31, 2019 ($ in millions)
For the Year Ended
December 31, 2019
Outstanding90 Days Past DueNonaccrualNet Charge-offs (Recoveries)
By State:
Ohio$482 
Illinois468 
Florida305 (1)
Michigan217 — 
Indiana175 — 
North Carolina139 — — 
Kentucky93 — — — 
All other states372 
Total$2,251 13 15 

83  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 
TABLE 44: RESIDENTIAL MORTGAGE PORTFOLIO LOANS, LTV GREATER THAN 80%, NO MORTGAGE INSURANCE    
 
  
As of December 31, 2018 ($ in millions)
       
For the Year Ended
December 31, 2018
 
     
   
90 Days
     
 
Outstanding
  
Past Due
  
Nonaccrual
  
Net Charge-offs
 
 
 
 
By State:
            
Ohio
 $
436        
   
2    
   
3      
   
1          
 
Illinois
  
390        
   
1    
   
1      
   
-          
 
Florida
  
284        
   
1    
   
2      
   
-          
 
Michigan
  
217        
   
1    
   
1      
   
-          
 
Indiana
  
144        
   
1    
   
1      
   
-          
 
North Carolina
  
92        
   
-    
   
1      
   
-          
 
Kentucky
  
81        
   
-    
   
-      
   
-          
 
All other states
  
310        
   
3    
   
2      
   
1          
 
  
Total
 $
             1,954        
   
9    
   
11      
   
2          
 
  
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. Peak maturity years for the balloon home equity lines of credit are 2025 to 2028 and approximately 25%23% of the balances mature before 2025.

The ALLL provides coverage for probable and estimableexpected losses in the home equity portfolio. The allowance attributable to the portion of the home equity portfolio that has not been restructured in a TDR is determined on a pooled basis with senior lienusing a probability of default, loss given default and junior lien categories segmented in the determination of the probable creditexposure at default model framework to generate expected losses. The expected losses in the home equity portfolio. The loss factor for the home equity portfolio is based onare dependent upon loan delinquency, FICO scores, LTV, loan age and their historical correlation with macroeconomic variables including unemployment and the trailing twelve-month historical loss rate for each category, ashome price index. The expected losses generated from models are adjusted for certain prescriptive loss rate factors andby certain qualitative adjustment factors to reflect risks associated with current conditions and trends. The prescriptive loss rate factors include adjustments for delinquency trends, LTV trends and refreshed FICO score 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 Bancorp considers home price index trends in its footprint and the volatility of collateral valuation trends when determining the collateral value qualitative factor.

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 4645 and Table 47.46. Of the total $6.1$5.2 billion of outstanding home equity loans:
90% reside within the Bancorp’s Midwest footprint of Ohio, Michigan, Kentucky, Indiana and Illinois as of December 31, 2019;
80% reside within the Bancorp’s Midwest footprint of Ohio, Michigan, Kentucky, Indiana and Illinois as of December 31, 2020;
39% are in senior lien positions and 61% are in junior lien positions at December 31, 2020;
78% of non-delinquent borrowers made at least one payment greater than the minimum payment during the year ended December 31, 2020; and
37% are in senior lien positions and 63% are in junior lien positions at December 31, 2019;
The portfolio had a weighted-average refreshed FICO score of 748 at December 31, 2020.

102 Fifth Third Bancorp

79% of
non-delinquent
borrowers made at least one payment greater than the minimum payment during the year ended December 31, 2019; and

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The portfolio had a weighted-average refreshed
FICO score of 745 at December 31, 2019.
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 for more information.

84The Bancorp has enhanced its credit underwriting guidelines on new home equity originations in response to the COVID-19 pandemic, raising the minimum FICO score at origination to 720, lowering the maximum LTV to 80% and instituting more stringent verification of employment requirements. Additionally, applicants must have a Fifth Third Bancorp
deposit relationship to be considered for approval.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides an analysis of home equity portfolio loans outstanding disaggregated based upon refreshed FICO score:
                 
TABLE 45: HOME EQUITY PORTFOLIO LOANS OUTSTANDING BY REFRESHED FICO SCORE    
 
  
 
2019
  
2018
 
As of December 31 ($ in millions)
 
Outstanding
  
% of Total    
  
Outstanding
  
% of Total    
 
  
Senior Liens:
            
FICO
659
 $
219   
   
4 %
  $
218   
   
4 %
 
FICO
660-719
  
330   
   
5    
   
318   
   
5    
 
FICO
720
  
1,732   
   
28    
   
1,791   
   
28    
 
  
Total senior liens
  
2,281   
   
37    
   
2,327   
   
37    
 
Junior Liens:
            
FICO
659
  
446   
   
7    
   
469   
   
7    
 
FICO
660-719
  
716   
   
12    
   
769   
   
12    
 
FICO
720
  
2,640   
   
44    
   
2,837   
   
44    
 
  
Total junior liens
  
3,802   
   
63    
   
4,075   
   
63    
 
  
Total
 $
             6,083   
   
100 %
  $
6,402   
   
100 %
 
  
  
The Bancorp believes that home equity portfolio loans with a greater than 80% combined LTV 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:
 
 
TABLE 46: HOME EQUITY PORTFOLIO LOANS OUTSTANDING BY LTV AT ORIGINATION    
 
  
 
2019
  
2018
 
As of December 31 ($ in millions)
 
      Outstanding
  
Weighted-
      
Average LTV      
  
Outstanding
  
Weighted-
      
Average LTV     
 
  
Senior Liens:
            
LTV
80%
 $
             1,964   
   
53.8 %
  $
2,022   
   
54.5 %
 
LTV > 80%
  
317   
   
88.8    
   
305   
   
88.8    
 
  
Total senior liens
  
2,281   
   
58.9    
   
2,327   
   
59.2    
 
Junior Liens:
            
LTV
80%
  
2,213   
   
66.8    
   
2,367   
   
67.2    
 
LTV > 80%
  
1,589   
   
89.7    
   
1,708   
   
90.1    
 
  
Total junior liens
  
3,802   
   
77.4    
   
4,075   
   
78.0    
 
  
Total
 $
             6,083   
   
70.3 %
  $
6,402   
   
70.9 %
 
  
TABLE 44: Home Equity Portfolio Loans Outstanding by Refreshed FICO Score
20202019
As of December 31 ($ in millions)Outstanding% of Total    Outstanding% of Total    
Senior Liens:
FICO ≤ 659$174 3 %$219 %
FICO 660-719284 6 330 
FICO ≥ 7201,546 30 1,732 28 
Total senior liens2,004 39 2,281 37 
Junior Liens:
FICO ≤ 659339 6 446 
FICO 660-719610 12 716 12 
FICO ≥ 7202,230 43 2,640 44 
Total junior liens3,179 61 3,802 63 
Total$5,183 100 %$6,083 100 %

The Bancorp believes that home equity portfolio loans with a greater than 80% combined LTV 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:
TABLE 45: Home Equity Portfolio Loans Outstanding by LTV at Origination
20202019
As of December 31 ($ in millions)OutstandingWeighted-Average LTVOutstandingWeighted-Average LTV
Senior Liens:
LTV ≤ 80%$1,728 53.8 %$1,964 53.8 %
LTV > 80%276 89.1 317 88.8 
Total senior liens2,004 58.8 2,281 58.9 
Junior Liens:
LTV ≤ 80%1,864 66.5 2,213 66.8 
LTV > 80%1,315 89.8 1,589 89.7 
Total junior liens3,179 77.1 3,802 77.4 
Total$5,183 69.8 %$6,083 70.3 %

103 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following tables provide an analysis of home equity portfolio loans outstanding by state with a combined LTV greater than 80%:    
                     
TABLE 47: HOME EQUITY PORTFOLIO LOANS OUTSTANDING WITH AN LTV GREATER THAN 80%    
 
  
As of December 31, 2019 ($ in millions)
         
For the Year Ended
December 31, 2019
 
  
 
Outstanding
  
        Exposure
  
90 Days
Past Due
  
Nonaccrual
  
Net Charge-offs
 
  
By State:
               
Ohio
 $
1,145        
   
2,431    
   
-      
   
11      
   
3          
 
Michigan
  
239        
   
413    
   
-      
   
6      
   
1          
 
Illinois
  
169        
   
279    
   
-      
   
5      
   
3          
 
Indiana
  
105        
   
196    
   
-      
   
5      
   
1          
 
Kentucky
  
95        
   
191    
   
-      
   
2      
   
-          
 
Florida
  
50        
   
78    
   
-      
   
2      
   
1          
 
All other states
  
103        
   
162    
   
-      
   
4      
   
1          
 
  
Total
 $
             1,906        
   
3,750    
   
-      
   
35      
   
10          
 
  
at origination:
TABLE 46: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination
As of December 31, 2020 ($ in millions)
For the Year Ended
December 31, 2020
OutstandingExposure90 Days
Past Due
NonaccrualNet Charge-offs (Recoveries)
By State:
Ohio$493 1,109  9 1 
Michigan283 590  4 (1)
Illinois251 468 2 7  
Indiana148 318  3  
Kentucky126 280  1  
Florida113 220  3  
All other states177 347  4  
Total$1,591 3,332 2 31  

TABLE 47: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80% at Origination
As of December 31, 2019 ($ in millions)
For the Year Ended
December 31, 2019
OutstandingExposure90 Day Past DueNonaccrual    Net Charge-offs    
By State:
Ohio$610 1,269 — 10 
Michigan356 674 — 
Illinois263 486 — 
Indiana182 365 — 
Kentucky155 321 — — 
Florida132 246 — 
All other states208 389 — 
Total$1,906 3,750 — 35 10 

85  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                     
TABLE 48: HOME EQUITY PORTFOLIO LOANS OUTSTANDING WITH AN LTV GREATER THAN 80%
 
  
As of December 31, 2018 ($ in millions)
         
For the Year Ended
December 31, 2018
 
 
Outstanding
  
    Exposure
  
      90 Days
      Past Due
  
    Nonaccrual
  
    Net
 Charge-offs
    
 
  
By State:
               
Ohio
 $
1,082    
   
2,146    
   
-    
   
8      
   
2          
 
Michigan
  
297    
   
492    
   
-    
   
4      
   
1          
 
Illinois
  
200    
   
321    
   
-    
   
4      
   
2          
 
Indiana
  
133    
   
231    
   
-    
   
2      
   
-          
 
Kentucky
  
118    
   
224    
   
-    
   
2      
   
-          
 
Florida
  
59    
   
86    
   
-    
   
2      
   
-          
 
All other states
  
124    
   
188    
   
-    
   
3      
   
1          
 
  
Total
 $
2,013    
   
3,688    
   
-    
   
25      
   
6          
 
  
Indirect secured consumer portfolio
The indirect secured consumer portfolio is comprised of $10.7$12.6 billion of automobile loans and $882 million$1.0 billion of indirect motorcycle, powersport, recreational vehicle and marine loans. The Bancorp’s indirect secured consumer portfolio balances have increased sinceloans as of December 31, 2018 due to the acquisition of MB Financial, Inc. and an increase in loan origination activity.
Additionally, the2020. The concentration of lower FICO (
690)(≤659) origination balances remained within targeted credit risk tolerance during the year ended December 31, 2019.2020. All concentration and guideline changes are monitored monthly to ensure alignment with original credit performance and return projections.

The following table provides an analysis of indirect secured consumer portfolio loans outstanding disaggregated based upon FICO score:
                 
TABLE 49: INDIRECT SECURED CONSUMER PORTFOLIO LOANS OUTSTANDING BY FICO SCORE AT ORIGINATION    
 
  
 
2019
  
2018
 
As of December 31 ($ in millions)
 
 
Outstanding
  
        % of Total        
  
Outstanding
  
        % of Total        
 
  
FICO
690
  $
1,681      
   
15 %
   $
1,604    
   
18 %
 
FICO > 690
  
9,857      
   
85    
   
7,372    
   
82    
 
  
Total
  $
             11,538      
   
100 %
   $
             8,976    
   
100 %
 
  
score at
origination:
TABLE 48: Indirect Secured Consumer Portfolio Loans Outstanding by FICO Score at Origination
20202019
As of December 31 ($ in millions) 
Outstanding
% of TotalOutstanding% of Total
FICO ≤ 659$417 3 %$508 %
FICO 660-7193,568 26 3,449 30 
FICO ≥ 7209,668 71 7,581 66 
Total$13,653 100 %$11,538 100 %

As of December 31, 2019, 95%2020, 94% of the indirect secured consumer loan portfolio is comprised of automobile loans, powersport loans and motorcycle loans. 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 remainder of the indirect secured consumer loan portfolio is comprised of marine and recreational vehicle loans. Credit policy limitsThe Bancorp’s credit policies limit the maximum advance rate on these to 100% of collateral value.

In response to the COVID-19 pandemic, the Bancorp enhanced its credit underwriting guidelines for indirect automobile originations. These enhancements include lowering maximum advance rates to 110%, raising the minimum FICO score at origination to 650, raising internal
104 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
score cutoffs and tightening capacity to repay standards. Revised credit underwriting guidelines have also been implemented in the marine, recreational vehicle and powersport channels, raising the minimum FICO score at origination and reducing the maximum allowable advance.

The following table provides an analysis of indirect secured consumer portfolio loans outstanding by LTV at origination:
        
TABLE 50: INDIRECT SECURED CONSUMER PORTFOLIO LOANS OUTSTANDING BY LTV AT ORIGINATION
 
 
TABLE 49: Indirect Secured Consumer Portfolio Loans Outstanding by LTV at OriginationTABLE 49: Indirect Secured Consumer Portfolio Loans Outstanding by LTV at Origination
 
2019
 
2018
 20202019
As of December 31 ($ in millions)
 
      Outstanding
  
        Weighted-      
        Average LTV      
  
Outstanding
  
        Weighted-      
        Average LTV      
 As of December 31 ($ in millions)OutstandingWeighted-Average LTVOutstandingWeighted-Average LTV
 
LTV
100%
 $
             7,420    
   
81.3 %
  $
             5,591    
   
82.3 %
 LTV ≤ 100%$9,371 80.3 %$7,420 81.3 %
LTV > 100%
  
4,118    
   
113.4    
   
3,385    
   
112.9     
 LTV > 100%4,282 112.7 4,118 113.4 
 
Total
 $
11,538    
   
93.1 %
  $
8,976    
   
94.2 %
 Total$13,653 90.8 %$11,538 93.1 %
 

The following table provides an analysis of the Bancorp’s indirect secured consumer portfolio loans outstanding with an LTV at origination greater than 100% as of and for the years ended:
        
TABLE 51: INDIRECT SECURED CONSUMER PORTFOLIO LOANS OUTSTANDING WITH AN LTV GREATER THAN 100%
 
 
TABLE 50: Indirect Secured Consumer Portfolio Loans Outstanding with an LTV Greater than 100% at OriginationTABLE 50: Indirect Secured Consumer Portfolio Loans Outstanding with an LTV Greater than 100% at Origination
($ in millions)
 
Outstanding
  
        90 Days Past
        Due and Accruing
  
        Nonaccrual
  
        Net
 Charge-offs
    
 ($ in millions)Outstanding90 Days Past Due and AccruingNonaccrualNet Charge-offs    
 
December 31, 2020December 31, 2020$4,282 6 10 26 
December 31, 2019
 $
             4,118    
   
7    
   
4    
   
37        
 December 31, 20194,118 37 
December 31, 2018
  
3,385    
   
7    
   
1    
   
28        
 
 

Credit card portfolio
The credit card portfolio consists of predominatelypredominantly prime accounts with 97% of balances existing within the Bancorp’s footprint as ofat both December 31, 2020 and December 31, 2019.
At December 31, 2020 and 2019, 69% and 2018, 67% and 71%, respectively, of the outstanding balances were originated through branch-based relationships with the remainder coming from direct mail campaigns and online acquisitions.

86Card origination strategies have also been revised in response to the COVID-19 pandemic. The minimum FICO score at origination was raised to 720 with a qualifying Fifth Third Bancorp
deposit relationship requirement. New customer prospect marketing has also been suspended.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides an analysis of credit card portfolio loans outstanding disaggregated based upon FICO score at origination:
                 
TABLE 52: CREDIT CARD PORTFOLIO LOANS OUTSTANDING BY FICO SCORE AT ORIGINATION
 
  
 
 
2019
  
2018
 
As of December 31 ($ in millions)
 
Outstanding
  
% of Total       
  
Outstanding
  
% of Total        
 
  
FICO
659
 $
107         
   
4 %
  $
82       
   
3 %
 
FICO
660-719
  
834         
   
33    
   
711       
   
29    
 
FICO
720
  
1,591         
   
63    
   
1,677       
   
68    
 
  
Total
 $
             2,532         
   
100 %
  $
             2,470       
   
100 %
 
  
TABLE 51: Credit Card Portfolio Loans Outstanding by FICO Score at Origination
 20202019
As of December 31 ($ in millions)Outstanding% of TotalOutstanding% of Total
FICO ≤ 659$94 5 %$107 %
FICO 660-719654 32 834 33 
FICO ≥ 7201,259 63 1,591 63 
Total$2,007 100 %$2,532 100 %

Other consumer portfolio loans
Other consumer portfolio loans are comprised of secured and unsecured loans originated through the Bancorp’s branch network as well as
point-of-sale
loans originated in connection with third-party financial technology companies.
The Bancorp had $289$285 million in unfunded commitments associated with loans originated in connection with third-party financial technology companies as of December 31, 2019.2020. The Bancorp closely monitors the credit performance of
point-of-sale
loans which, for the Bancorp, is impacted by thecertain credit loss protection coverage provided by the third-party financial technology companies.

In response to the COVID-19 pandemic, the minimum FICO score at origination for unsecured loans originated through Fifth Third has been raised to 720. The minimum FICO scores at originations for loans originated through third parties is now set at 680. Additionally, for Fifth Third originated unsecured loans, a qualifying Fifth Third deposit relationship is now required.

The following table provides an analysis of other consumer portfolio loans outstanding by product type at origination:
                 
TABLE 53: OTHER CONSUMER PORTFOLIO LOANS OUTSTANDING BY PRODUCT TYPE AT ORIGINATION
 
  
 
 
2019
  
2018
 
As of December 31 ($ in millions)
 
Outstanding
  
% of Total       
  
Outstanding
  
% of Total        
 
  
Unsecured
 $
783         
   
29 %
  $
610       
   
26 %
 
Other secured
  
530         
   
19    
   
510       
   
22    
 
Point-of-sale
  
1,410         
   
52    
   
1,222       
   
52    
 
  
Total
 $
             2,723         
   
100 %
  $
             2,342       
   
100 %
 
  
type:
TABLE 52: Other Consumer Portfolio Loans Outstanding by Product Type
 20202019
As of December 31 ($ in millions)Outstanding% of TotalOutstanding% of Total
Unsecured$683 23 %$783 29 %
Other secured774 26 530 19 
Point-of-sale1,557 51 1,410 52 
Total$3,014 100 %$2,723 100 %
105 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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; restructured commercial, credit card and certain consumer loans which have not yet met the requirements to be classified as a performing asset; restructured consumer loans which are 90 days past due based on the restructured terms unless the loan is both well-secured and in the process of collection; and certain other assets, including OREO and other repossessed property. A summary of nonperforming assets is included in Table 54.53. For further information on the Bancorp’s policies related to accounting for delinquent and nonperforming loans and leases, refer to the Nonaccrual Loans and Leases section of Note 1 of the Notes to Consolidated Financial Statements.

Nonperforming assets were $870 million at December 31, 2020 compared to $687 million at December 31, 2019 compared to $411 million at December 31, 2018.2019. At December 31, 2019, $72020, $6 million of nonaccrual loans were held for sale, compared to $16$7 million at December 31, 2018.
2019.

Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO were 0.79% as of December 31, 2020 compared to 0.62% as of December 31, 2019 compared to 0.41% as of December 31, 2018.2019. Nonaccrual loans and leases secured by real estate were 35% 36% of nonaccrual loans and
leases as of December 31, 20192020 compared to 34%35% as of December 31, 2018.
2019.

Portfolio commercial nonaccrual loans and leases were $397$638 million at December 31, 2019,2020, an increase of $169$241 million from December 31, 2018.2019. Portfolio consumer nonaccrual loans were $221$196 million at December 31, 2019, an increase2020, a decrease of $101$25 million from December 31, 2018.2019. Refer to Table 5554 for a rollforward of the portfolio nonaccrual loans and leases.

OREO and other repossessed property was $30 million at December 31, 2020, compared to $62 million at December 31, 2019, compared to $47 million at December 31, 2018.2019. The Bancorp recognized $6$7 million and $7$6 million in losses on the transfer, sale or write-down of OREO properties during the years ended December 31, 2020 and 2019, and 2018, respectively.

During the years ended December 31, 2020 and 2019, and 2018, approximately $35$38 million and $30$35 million, respectively, of interest income would have been recognized if the nonaccrual and renegotiated loans and leases on nonaccrual status had been current in accordance with their original terms. 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.
87106 Fifth Third Bancorp



MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 53: Summary of Nonperforming Assets and Delinquent Loans and Leases
As of December 31 ($ in millions)20202019201820172016
Nonaccrual portfolio loans and leases:
Commercial and industrial loans$230 118 54 144 302 
Commercial mortgage loans82 21 12 27 
Commercial construction loans �� — — 
Commercial leases7 26 18 — 
Residential mortgage loans(a)
25 12 10 17 17 
Home equity52 55 56 56 55 
Indirect secured consumer loans9 — — — 
Other consumer loans2 — — 
Nonaccrual portfolio restructured loans and leases:
Commercial and industrial loans243 220 139 132 176 
Commercial mortgage loans75 14 14 
Commercial construction loans1 — — — — 
Commercial leases 
Residential mortgage loans(a)
35 79 12 13 17 
Home equity34 39 13 18 18 
Indirect secured consumer loans7 
Credit card32 27 27 26 28 
Total nonaccrual portfolio loans and leases(b)
834 618 348 437 660 
OREO and other repossessed property(c)
30 62 47 52 78 
Total nonperforming portfolio loans and leases and
OREO
864 680 395 489 738 
Nonaccrual loans held for sale5 — — 
Nonaccrual restructured loans held for sale1 16 
Total nonperforming assets$870 687 411 495 751 
Portfolio loans and leases 90 days past due and still
accruing:
Commercial and industrial loans$39 11 
Commercial mortgage loans8 15 — — 
Commercial leases1 — — — — 
Residential mortgage loans(a)
70 50 38 57 49 
Home equity2 — — — 
Indirect secured consumer loans10 10 12 10 
Credit card31 42 37 27 22 
Other consumer loans2 — — — 
Total portfolio loans and leases 90 days past due and
still accruing
$163 130 93 97 84 
Nonperforming portfolio assets as a percent of
portfolio loans and leases and OREO
0.79 %0.62 0.41 0.53 0.80 
ALLL as a percent of nonperforming portfolio assets284 177 279 245 170 
ACL as a percent of nonperforming portfolio assets304 198 317 274 190 
(a)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 $317, $261, $195, $290 and $312 as of December 31, 2020, 2019, 2018, 2017 and 2016, respectively. The Bancorp recognized losses of $3, $4, $5, $5 and $6 for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.
(b)Includes $29, $16, $6, $3 and $4 of nonaccrual government insured commercial loans whose repayments are insured by the SBA at December 31, 2019, 2019, 2018, 2017 and 2016, respectively, of which $17, $11, $2, $3 and $1 were restructured nonaccrual government insured commercial loans at December 31, 2020, 2019, 2018, 2017 and 2016, respectively.
(c)Upon completion of Fifth Third Bank’s conversion to a national charter in 2019, the Bancorp conformed to OCC guidance with regard to branch-related real estate no longer intended to be used for banking purposes. The impact of the change resulted in an increase to OREO of approximately $30 million with an offsetting reduction to bank premises and equipment.










TABLE 54: SUMMARY OF NONPERFORMING ASSETS AND DELINQUENT LOANS
                     
  
As of December 31 ($ in millions)
 
2019
  
    2018
  
        2017
  
        2016
  
    2015        
 
  
Nonaccrual portfolio loans and leases:
               
Commercial and industrial loans
 $
             118
   
54
   
144
   
302
   
82    
 
Commercial mortgage loans
  
21
   
9
   
12
   
27
   
56    
 
Commercial construction loans
  
1
   
-
   
-
   
-
   
-    
 
Commercial leases
  
26
   
18
   
-
   
2
   
-    
 
Residential mortgage loans
(a)
  
12
   
10
   
17
   
17
   
28    
 
Home equity
  
55
   
56
   
56
   
55
   
62    
 
Indirect secured consumer loans
  
1
   
-
   
-
   
-
   
-    
 
Other consumer loans
  
2
   
1
   
-
   
-
   
-    
 
Nonaccrual portfolio restructured loans and leases:
               
Commercial and industrial loans
  
220
   
139
   
132
   
176
   
177    
 
Commercial mortgage loans
  
9
   
4
   
14
   
14
   
25    
 
Commercial leases
  
2
   
4
   
4
   
2
   
1    
 
Residential mortgage loans
(a)
  
79
   
12
   
13
   
17
   
23    
 
Home equity
  
39
   
13
   
18
   
18
   
17    
 
Indirect secured consumer loans
  
6
   
1
   
1
   
2
   
2    
 
Credit card
  
27
   
27
   
26
   
28
   
33    
 
  
Total nonaccrual portfolio loans and leases
(b)
  
618
   
348
   
437
   
660
   
506    
 
OREO and other repossessed property
(c)
  
62
   
47
   
52
   
78
   
141    
 
  
Total nonperforming portfolio loans and leases and OREO
  
680
   
395
   
489
   
738
   
647    
 
Nonaccrual loans held for sale
  
-
   
-
   
5
   
4
   
1    
 
Nonaccrual restructured loans held for sale
  
7
   
16
   
1
   
9
   
11    
 
  
Total nonperforming assets
 $
687
   
411
   
495
   
751
   
659    
 
  
Portfolio loans and leases 90 days past due and still accruing:
               
Commercial and industrial loans
 $
11
   
4
   
3
   
4
   
7    
 
Commercial mortgage loans
  
15
   
2
   
-
   
-
   
-    
 
Residential mortgage loans
(a)
  
50
   
38
   
57
   
49
   
40    
 
Home equity
  
1
   
-
   
-
   
-
   
-    
 
Indirect secured consumer loans
  
10
   
12
   
10
   
9
   
10    
 
Credit card
  
42
   
37
   
27
   
22
   
18    
 
Other consumer loans
  
1
   
-
   
-
   
-
   
-    
 
  
Total portfolio loans and leases 90 days past due and still accruing
 $
130
   
93
   
97
   
84
   
75    
 
  
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO
  
0.62
 %  
0.41
   
0.53
   
0.80
   
0.70    
 
ALLL as a percent of nonperforming portfolio assets
  
177
   
279
   
245
   
170
   
197    
 
  
(a)
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
$261
, $195, $290, $312 and $335 as of
December 31, 2019
, 2018, 2017, 2016 and 2015, respectively. The Bancorp recognized losses of
$4
, $5, $5, $6 and $8 for the years ended
December 31, 2019
, 2018, 2017, 2016 and 2015, respectively.
(b)
Includes
$16
, $6, $3, $4 and $6 of nonaccrual government insured commercial loans whose repayments are insured by the SBA at
December 31, 2019
, 2018, 2017, 2016 and 2015, respectively, of which
$11,
$2,
$3, $1 and $2 were restructured nonaccrual government insured commercial loans at
December 31, 2019
, 2018, 2017, 2016 and 2015, respectively.
(c)Upon completion of Fifth Third Bank’s conversion to a national charter, the Bancorp conformed to OCC guidance with regard to branch-related real estate no longer intended to be used for banking purposes. The impact of the change resulted in an increase to OREO of approximately $30 million with an offsetting reduction to bank premises and equipment.
88107 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table providestables provide a rollforward of portfolio nonaccrual loans and leases, by portfolio segment:
        
TABLE 55: ROLLFORWARD OF PORTFOLIO NONACCRUAL LOANS AND LEASES
 
TABLE 54: Rollforward of Portfolio Nonaccrual Loans and LeasesTABLE 54: Rollforward of Portfolio Nonaccrual Loans and Leases
For the year ended December 31, 2020 ($ in millions)For the year ended December 31, 2020 ($ in millions)CommercialResidential 
Mortgage  
ConsumerTotal  
Balance, beginning of periodBalance, beginning of period$397 91 130 618 
Transfers to nonaccrual statusTransfers to nonaccrual status794 136 170 1,100 
Transfers to accrual statusTransfers to accrual status(34)(149)(85)(268)
Transfers to held for saleTransfers to held for sale(46)  (46)
Loan paydowns/payoffsLoan paydowns/payoffs(216)(8)(47)(271)
Transfers to OREOTransfers to OREO(1)(7) (8)
Charge-offsCharge-offs(282)(3)(34)(319)
Draws/other extensions of creditDraws/other extensions of credit26  2 28 
Balance, end of periodBalance, end of period$638 60 136 834 
 
TABLE 55: Rollforward of Portfolio Nonaccrual Loans and LeasesTABLE 55: Rollforward of Portfolio Nonaccrual Loans and Leases
For the year ended December 31, 2019 ($ in millions)
 
Commercial
  
Residential 
Mortgage  
  
Consumer
  
Total  
 For the year ended December 31, 2019 ($ in millions)CommercialResidential 
Mortgage
ConsumerTotal
 
Balance, beginning of period
 $
228 
   
22 
   
98 
   
348   
 Balance, beginning of period$228 22 98 348 
Transfers to nonaccrual status
  
456 
   
107 
   
176 
   
739   
 Transfers to nonaccrual status456 107 176 739 
Acquired nonaccrual loans
  
   
   
   
8   
 Acquired nonaccrual loans— — 
Transfers to accrual status
  
   
(20)
   
(72)
   
(92)  
 Transfers to accrual status— (20)(72)(92)
Transfers to held for sale
  
(17)
   
   
   
(17)  
 Transfers to held for sale(17)— — (17)
Loan paydowns/payoffs
  
(165)
   
(9)
   
(30)
   
(204)  
 Loan paydowns/payoffs(165)(9)(30)(204)
Transfers to OREO
  
(5)
   
(7)
   
(4)
   
(16)  
 Transfers to OREO(5)(7)(4)(16)
Charge-offs
  
(127)
   
(2)
   
(38)
   
(167)  
 Charge-offs(127)(2)(38)(167)
Draws/other extensions of credit
  
19 
   
   
   
19   
 Draws/other extensions of credit19 — — 19 
 
Balance, end of period
 $
397 
   
91 
   
130 
   
618   
 Balance, end of period$397 91 130 618 
 
            
 
For the year ended December 31, 2018 ($ in millions)
            
 
Balance, beginning of period
 $
                   306 
   
                30 
   
                101 
   
                437   
 
Transfers to nonaccrual status
  
252 
   
34 
   
139 
   
425   
 
Transfers to accrual status
  
(3)
   
(22)
   
(67)
   
(92)  
 
Transfers to held for sale
  
(28)
   
   
   
(28)  
 
Loan paydowns/payoffs
  
(175)
   
(8)
   
(32)
   
(215)  
 
Transfers to OREO
  
(3)
   
(10)
   
(7)
   
(20)  
 
Charge-offs
  
(157)
   
(2)
   
(36)
   
(195)  
 
Draws/other extensions of credit
  
36 
   
   
   
36   
 
 
Balance, end of period
 $
228 
   
22 
   
98 
   
348   
 
 

Troubled Debt Restructurings
A loan is accounted for as a TDR if the Bancorp, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. TDRs include concessions granted under reorganization, arrangement or other provisions of the Federal Bankruptcy Act. A TDR typically involves a modification of terms such as a reduction of the stated interest rate or remaining principal amount of the loan, a reduction of accrued interest or an extension of the maturity date at a stated interest rate lower than the current market rate for a new loan with similar risk.

At the time of modification, the Bancorp maintains certain consumer loan TDRs (including certain residential mortgage loans, home equity loans and other consumer loans) on accrual status, provided there is reasonable assurance of repayment and performance according to the modified terms based upon a current, well-documented credit evaluation. Loans discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower are classified as collateral-dependent TDRs and placed on nonaccrual status regardless of the borrower’s payment history or capacity to repay in the future.
These loans are returned to accrual status provided there is a sustained payment history of twelve months after bankruptcy and collectability is reasonably assured for all remaining contractual payments. Commercial loans modified as part of a TDR are maintained on accrual status provided there is a sustained payment history of six months or greater prior to the modification in accordance with the modified terms and all remaining contractual payments under the modified terms are reasonably assured of collection. TDRs of commercial loans and credit card loans that do not have a sustained payment history of six months or greater in accordance with the modified terms remain on nonaccrual status until a
six-month
payment history is sustained. Refer to the Regulatory Developments Related to the COVID-19 Pandemic section of Note 1 of the Notes to Consolidated Financial Statements for additional information on loans that were modified related to the COVID-19 pandemic but not classified as TDRs.

Consumer restructured loans on accrual status totaled $965$796 million and $961$965 million at December 31, 20192020 and 2018,2019, respectively. As of December 31, 2019,2020, the percentage of restructured residential mortgage loans, home equity loans, and credit card loans that are past due 30 days or more from their modified terms were 32%27%,19% and 38%31%, respectively.

108 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following tables summarize portfolio TDRs by loan type and delinquency status:
            
TABLE 56: ACCRUING AND NONACCRUING PORTFOLIO TDRs
 
TABLE 56: Accruing and Nonaccruing Portfolio TDRsTABLE 56: Accruing and Nonaccruing Portfolio TDRs
 
Accruing(d)
   
Accruing
    
As of December 31, 2019 ($ in millions)
   
Current
  
30-89
 Days
Past Due
  
90 Days or    
More Past Due    
  
Nonaccruing
  
Total        
 
 
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)Current30-89 Days
Past Due
90 Days or More Past Due
Nonaccruing(c)
Total        
Commercial loans
(a)
 $
     
   
23
   
-    
   
-        
   
231    
   
254    
 
Commercial loans(a)
$92   319 411 
Residential mortgage loans
(b)
     
552
   
49    
   
134        
   
79    
   
814    
 
Residential mortgage loans(b)
462 32 102 35 631 
Home equity
     
199
   
8    
   
-        
   
39    
   
246    
 Home equity171 7  34 212 
Indirect secured consumer loans
     
6
   
-    
   
-        
   
6    
   
12    
 Indirect secured consumer loans5   7 12 
Credit card
     
14
   
3    
   
-        
   
27    
   
44    
 Credit card15 2  32 49 
 
Total
(c)
 $   
794
   
60    
   
134        
   
382    
   
1,370    
 
 
TotalTotal$745 41 102 427 1,315 
(a)Excludes restructured nonaccrual loans held for sale.
(b)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, 2020, these advances represented $276 of current loans, $28 of 30-89 days past due loans and $78 of 90 days or more past due loans.
(c)Excludes approximately $3 of residential mortgage loans that were modified prior to repurchase.
(a)Excludes restructured nonaccrual loans held for sale.
(d)Excludes approximately $142 of residential mortgage loans that were modified prior to repurchase.

TABLE 57: Accruing and Nonaccruing Portfolio TDRs
Accruing
As of December 31, 2019 ($ in millions)Current30-89 Days
Past Due
90 Days or
More Past Due
NonaccruingTotal  
Commercial loans(a)
$23 — — 231 254 
Residential mortgage loans(b)
552 49 134 79 814 
Home equity199 — 39 246 
Indirect secured consumer loans— — 12 
Credit card14 — 27 44 
Total(c)
$794 60 134 382 1,370 
(a)Excludes restructured nonaccrual loans held for sale.
(b)
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, 2019
, these advances represented
$321
of current loans,
$40
of
30-89
days past due loans and
$109
of 90 days or more past due loans.
(b)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, 2020, these advances represented $321 of current loans, $40 of 30-89 days past due loans and $109 of 90 days or more past due loans.
(c)
(c)Upon completion of Fifth Third Bank’s conversion to a national charter, the Bancorp conformed to OCC guidance with regard to
non-reaffirmed
loans included in Chapter 7 bankruptcy filings to be accounted for as TDRs and collateral dependent loans regardless of payment history and capacity to pay in the future. The impact of the change resulted in an increase to TDRs of approximately $105, of which $83 were transferred to nonaccrual status.
89 Fifth Third Bank’s conversion to a national charter, the Bancorp
conformed to OCC guidance with regard to non-reaffirmed loans included in Chapter 7 bankruptcy filings to be accounted for as TDRs and collateral dependent loans regardless of payment history and capacity to pay in the future. The impact of the change resulted in an increase to TDRs of approximately $105, of which $83 were transferred to nonaccrual status.


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                         
TABLE 57: ACCRUING AND NONACCRUING PORTFOLIO TDRs
 
   
Accruing
      
As of December 31, 2018 ($ in millions)
   
Current
  
30-89
 Days
Past Due
  
90 Days or
More Past Due
  
Nonaccruing
  
Total  
 
Commercial loans
(a)
 $   
60
   
-      
   
-        
   
147      
   
207
 
Residential mortgage loans
(b)
     
552
   
52      
   
120        
   
12      
   
736
 
Home equity
     
203
   
12      
   
-        
   
13      
   
228
 
Indirect secured consumer loans
     
5
   
-      
   
-        
   
1      
   
6
 
Credit card
     
14
   
3      
   
-        
   
27      
   
44
 
Total
 $   
834
   
67      
   
120        
   
200      
   
1,221
 
(a)Excludes restructured nonaccrual loans held for sale.
(b)
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, 2018, these advances represented $321 of current loans, $42 of
30-89
days past due loans and $101 of 90 days or more past due loans.
Analysis of Net Loan Charge-offs
Net charge-offs were 42bpsand 35 bps of average portfolio loans and leases for both the years ended December 31, 2020 and 2019, and 2018.respectively. Table 58 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 to average portfolio commercial loans and leases wasincreased to 36 bps during the year ended December 31, 2020, compared to 16 bps during the year ended December 31, 2019, compared to 23 bps during the year ended December 31, 2018.
2019. The decreaseincrease was primarily due to an increase in average commercial loans and leases as a result of the MB Financial, Inc. acquisition as well as a decreaseincreases in net charge-offs on commercial and industrial loans and commercial mortgage loans of $29 million.
$95 million and $47 million, respectively.

The ratio of consumer loan net charge-offs to average portfolio consumer loans wasdecreased to 52 bps for the year ended December 31, 2020 compared to 68 bps for the year ended December 31, 2019 compared2019. The decrease was primarily due to 56 bpsdecreases in net charge-offs on indirect secured consumer loans and other consumer loans of $18 million and $15 million, respectively. The decreases for the year ended December 31, 2018. The increase was primarily due to increases in net charge-offs on credit card2020 included the impact of government stimulus programs and other consumer loans of $33 million and $17 million, respectively.
the Bancorp’s hardship programs.


90109 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 58: Summary of Credit Loss Experience
For the years ended December 31 ($ in millions)20202019201820172016
Losses charged-off:
Commercial and industrial loans$(210)(120)(151)(136)(205)
Commercial mortgage loans(46)— (5)(16)(22)
Commercial construction loans — — — — 
Commercial leases(26)(7)(1)(2)(5)
Residential mortgage loans(9)(9)(13)(15)(19)
Home equity(14)(28)(23)(32)(41)
Indirect secured consumer loans(67)(81)(63)(58)(54)
Credit card(147)(156)(125)(94)(89)
Other consumer loans(a)
(92)(109)(69)(28)(21)
Total losses charged-off$(611)(510)(450)(381)(456)
Recoveries of losses previously charged-off:
Commercial and industrial loans$12 17 19 25 33 
Commercial mortgage loans1 
Commercial construction loans — — — 
Commercial leases3 — — — 
Residential mortgage loans7 
Home equity9 10 11 13 14 
Indirect secured consumer loans35 31 23 21 19 
Credit card21 22 24 10 
Other consumer loans(a)
52 54 31 
Total recoveries of losses previously charged-off$140 141 120 83 94 
Net losses charged-off:
Commercial and industrial loans$(198)(103)(132)(111)(172)
Commercial mortgage loans(45)(12)(15)
Commercial construction loans — — — 
Commercial leases(23)(7)(1)(2)(4)
Residential mortgage loans(2)(4)(7)(7)(10)
Home equity(5)(18)(12)(19)(27)
Indirect secured consumer loans(32)(50)(40)(37)(35)
Credit card(126)(134)(101)(84)(80)
Other consumer loans(40)(55)(38)(26)(20)
Total net losses charged-off$(471)(369)(330)(298)(362)
Net losses charged-off as a percent of average
portfolio loans and leases:
Commercial and industrial loans0.37 %0.20 0.31 0.27 0.40 
Commercial mortgage loans0.41 (0.02)(0.01)0.17 0.23 
Commercial construction loans — — — (0.01)
Commercial leases0.76 0.21 0.03 0.06 0.10 
Total commercial loans and leases0.36 %0.16 0.23 0.22 0.33 
Residential mortgage loans0.02 0.03 0.04 0.04 0.07 
Home equity0.08 0.28 0.17 0.26 0.33 
Indirect secured consumer loans0.26 0.48 0.45 0.39 0.33 
Credit card5.63 5.49 4.44 3.93 3.69 
Other consumer loans1.39 2.16 1.93 2.57 2.93 
Total consumer loans0.52 %0.68 0.56 0.49 0.48 
Total net losses charged-off as a percent of average
portfolio loans and leases
0.42 %0.35 0.35 0.32 0.39 
(a)For the years ended December 31, 2020 and 2019, the Bancorp recorded $42 and $48, respectively, in both losses charged-off and recoveries of losses charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.
                         
TABLE 58: SUMMARY OF CREDIT LOSS EXPERIENCE
         
For the years ended December 31 ($ in millions)
   
2019  
  
2018  
  
2017  
  
2016  
  
2015  
 
Losses
charged-off:
                  
Commercial and industrial loans
 $   
(120
)  
(151
)  
(136
)  
(205
)  
(253
)
Commercial mortgage loans
     
-
   
(5
)  
(16
)  
(22
)  
(39
)
Commercial construction loans
     
-
   
-
   
-
   
-
   
(4
)
Commercial leases
     
(7
)  
(1
)  
(2
)  
(5
)  
(2
)
Residential mortgage loans
     
(9
)  
(13
)  
(15
)  
(19
)  
(28
)
Home equity
     
(28
)  
(23
)  
(32
)  
(41
)  
(55
)
Indirect secured consumer loans
     
(81
)  
(63
)  
(58
)  
(54
)  
(46
)
Credit card
     
(156
)  
(125
)  
(94
)  
(89
)  
(94
)
Other consumer loans
(a)
     
(109
)  
(69
)  
(28
)  
(21
)  
(21
)
Total losses
charged-off
     
(510
)  
(450
)  
(381
)  
(456
)  
(542
)
Recoveries of losses previously
charged-off:
                  
Commercial and industrial loans
     
17
   
19
   
25
   
33
   
24
 
Commercial mortgage loans
     
2
   
6
   
4
   
7
   
12
 
Commercial construction loans
     
-
   
-
   
-
   
1
   
1
 
Commercial leases
     
-
   
-
   
-
   
1
   
-
 
Residential mortgage loans
     
5
   
6
   
8
   
9
   
11
 
Home equity
     
10
   
11
   
13
   
14
   
16
 
Indirect secured consumer loans
     
31
   
23
   
21
   
19
   
18
 
Credit card
     
22
   
24
   
10
   
9
   
12
 
Other consumer loans
(a)
     
54
   
31
   
2
   
1
   
2
 
Total recoveries of losses previously
charged-off
     
141
   
120
   
83
   
94
   
96
 
Net losses
charged-off:
                  
Commercial and industrial loans
     
(103
)  
(132
)  
(111
)  
(172
)  
(229
)
Commercial mortgage loans
     
2
   
1
   
(12
)  
(15
)  
(27
)
Commercial construction loans
     
-
   
-
   
-
   
1
   
(3
)
Commercial leases
     
(7
)  
(1
)  
(2
)  
(4
)  
(2
)
Residential mortgage loans
     
(4
)  
(7
)  
(7
)  
(10
)  
(17
)
Home equity
     
(18
)  
(12
)  
(19
)  
(27
)  
(39
)
Indirect secured consumer loans
     
(50
)  
(40
)  
(37
)  
(35
)  
(28
)
Credit card
     
(134
)  
(101
)  
(84
)  
(80
)  
(82
)
Other consumer loans
     
(55
)  
(38
)  
(26
)  
(20
)  
(19
)
Total net losses
charged-off
 $   
(369
)  
(330
)  
(298
)  
(362
)  
(446
)
Net losses
charged-off
as a percent of average portfolio loans and leases:
                  
Commercial and industrial loans
     
0.20
  %  
0.31
   
0.27
   
0.40
   
0.54
 
Commercial mortgage loans
     
(0.02
)  
(0.01
)  
0.17
   
0.23
   
0.38
 
Commercial construction loans
     
-
   
-
   
-
   
(0.01
)  
0.11
 
Commercial leases
     
0.21
   
0.03
   
0.06
   
0.10
   
0.04
 
Total commercial loans and leases
     
0.16
   
0.23
   
0.22
   
0.33
   
0.46
 
Residential mortgage loans
     
0.03
   
0.04
   
0.04
   
0.07
   
0.13
 
Home equity
     
0.28
   
0.17
   
0.26
   
0.33
   
0.46
 
Indirect secured consumer loans
     
0.48
   
0.45
   
0.39
   
0.33
   
0.24
 
Credit card
     
5.49
   
4.44
   
3.93
   
3.69
   
3.60
 
Other consumer loans
     
2.16
   
1.93
   
2.57
   
2.93
   
3.26
 
Total consumer loans
     
0.68
   
0.56
   
0.49
   
0.48
   
0.51
 
Total net losses
charged-off
as a percent of average portfolio loans and leases
     
0.35
  %  
0.35
   
0.32
   
0.39
   
0.48
 

(a)
For the years ended
December
 31, 2019
and 2018, the Bancorp recorded
$48
and $29, respectively, in both losses
charged-off
and recoveries of losses
charged-off
related to customer defaults on
point-of-sale
consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.
Allowance for Credit Losses
The allowance for credit losses is comprised of the ALLL and the reserve for unfunded commitments. The ALLL provides coverageAs further described in Note 1 of the Notes to Consolidated Financial Statements, the Bancorp adopted ASU 2016-13 on January 1, 2020 which established a new approach for probable and estimableestimating credit losses inon certain types of financial instruments. After adoption of this amended guidance, the loan and lease portfolio. The Bancorp evaluatesmaintains the ALLL each quarter to determine its adequacyabsorb the amount of credit losses that are expected to cover inherent losses. Several factors are taken into consideration inbe incurred over the determinationremaining contractual terms of the overallrelated loans and leases (as adjusted for prepayments and reasonably expected TDRs). The Bancorp’s methodology for determining the ALLL includingincludes an unallocated component. These factors include, butestimate of
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 not limited to, the overall risk profile of the loan and lease portfolios, net
charge-off
experience, the extent of impairedindividually evaluated. For collectively evaluated loans and leases, the levelBancorp uses quantitative models to forecast expected credit losses based on the probability of nonaccrual loans and leases,a loan or lease defaulting, the levelexpected balance at the estimated date of 90 days past due loans and leasesdefault and the overall level of the ALLL asexpected loss percentage given a percent of portfolio loansdefault. The Bancorp’s expected credit loss models consider historical credit loss experience, current market and leases.
economic conditions, and forecasted changes in market and economic conditions if such forecasts are considered reasonable and supportable.

The Bancorp also considers overall assetqualitative 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 trends, credit administration and portfolio management practices, risk identification practices, credit policy and underwriting practices, overall portfolio growth, portfolio concentrations andcontrol 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 might impactare not reflected in the portfolio. 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.

Refer to Note 1 of the Critical Accounting Policies sectionNotes to Consolidated Financial Statements for discussion of MD&Athe accounting policies for more information.
During the year ended December 31, 2019, the Bancorp did not substantively change any material aspect of its overall approach in the determination of the ALLL and there have been no material changes in assumptions or estimation techniques as comparedreserve for unfunded commitments for periods prior to prior periods that impacted the determination of the current period allowance. January 1, 2020.

In addition to the ALLL, the Bancorp maintains a reserve for unfunded commitments recorded in other liabilities in the Consolidated Balance Sheets.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The methodology used to determine the adequacy of this reserve is similar to the Bancorp’s methodology for determining the ALLL. The provision for the reserve for unfunded commitments is included in the provision for credit losses in the Consolidated Statements of Income.

The ALLL attributableFor 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 portioncontext 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 consumer loan portfolios that has not been restructureddelinquency history in a TDR is calculated on a pooled basiscombination with macroeconomic conditions when estimating the segmentationprobability of default. The estimates for loss severity are primarily based on collateral type and coverage levels and the similaritysusceptibility of credit risk characteristics. Loss factors for consumer loans are developed for each pool based onthose characteristics to changes in macroeconomic conditions. The expected balance at the trailing twelve-month historical loss rate, as adjusted for certain prescriptive loss rate factors and certain qualitative adjustment factors. The prescriptive loss rate factors and qualitative adjustments are designed to reflect risks associated with current conditions and trends which are not believed to be fully reflectedestimated date of default is also especially impactful in the trailing twelve-month historicalexpected credit loss rate. For real estate backed consumer loans, the prescriptive loss rate factors include adjustmentsmodels for delinquency trends, LTV trends, refreshed FICO score trends and product mix, and 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 Bancorp considers home price index trends in
its footprint and the volatility of collateral valuation trends when determining the collateral value qualitative factor.
The Bancorp’s determination of the ALLL for commercial loans and leases is sensitive to the risk grades it assigns to these loans and leases. In the event that 10% of commercial loans and leases in each risk category would experience a downgrade of one risk category, the allowance for commercial loans and leases would increase by approximately $171 million at December 31, 2019. In addition, the Bancorp’s determination of the ALLL forclasses 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 credit card and 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.

Day 1 Adoption Impact
Upon adoption of ASU 2016-13 on January 1, 2020, 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 assigned a probability weighting of 80% with each of the Upside and Downside scenarios being assigned a 10% weighting.

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.

December 31, 2020 ACL
The ACL as of December 31, 2020 was impacted by several factors, including general improvement in the economic outlook. As a result, the Bancorp incorporated a combination of quantitative model-based estimates and qualitative overlays. For the quantitative estimates, the Bancorp incorporated three scenarios developed by the third party in November 2020 that included estimates of the expected impacts of the changes in economic conditions caused by the COVID-19 pandemic. The Baseline scenario was assigned a probability weighting of 60%, with a more favorable scenario (Upside) assigned a probability weighting of 20% and a less favorable scenario (Downside) assigned a probability of 20%. The Baseline scenario utilized by the Bancorp assumes additional stimulus enacted in the first quarter of 2021 including
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
unemployment and individual benefits, but no aid to state and local governments. GDP growth is expected to be at a 3.1% annualized rate in 2021 and at a 4.1% annualized rate in 2022. The Baseline scenario also assumes a 7.2% unemployment rate through the fourth quarter of 2020 with an average unemployment rate of 8.2% in the first half of 2021. The Upside scenario assumes that the COVID-19 crisis resolves sooner than anticipated, with businesses returning to full operation sooner than expected and an increase in consumer loansspending. In this scenario, housing prices rise by 3.7% (compared to 0.4% in the Baseline) during 2021. Upside real GDP growth is expected to be 6.6% in 2021, and a full-employment rate is expected to be achieved by mid-2022, a year earlier than Baseline. The Downside scenario reflects no additional federal fiscal stimulus, which causes an increase in unemployment to above 10% by the end of 2021. This scenario shows annual average GDP growth of 0% in 2021 and 2.3% in 2022 and housing prices decreasing by 10% through 2021.

The Bancorp’s quantitative credit loss models are sensitive to changes in estimated loss rates. Ineconomic forecast assumptions over the event that estimated loss ratesreasonable and supportable forecast period. Applying a 100% probability weighting to the Downside scenario rather than using the probability-weighted three scenario approach would increase by 10%, the ALLL for residential mortgage loans and consumer loans would increase by approximately $37 million at December 31, 2019. As several qualitative and quantitative factors are consideredresult in determining the ALLL, these sensitivity analyses do not necessarily reflect the nature and extent of future changesan increase in the ALLL. They are intended to provide insights intoquantitative ACL of approximately $897 million. This sensitivity calculation only reflects the impact of adverse changes to risk grades and estimated loss rates and do not imply any expectationchanging the probability weighting of future deteriorationthe scenarios in the risk ratings orquantitative credit loss rates. Given current processes employed bymodels and excludes any additional considerations associated with the Bancorp, management believes the risk grades and estimated loss rates currently assigned are appropriate.
                         
TABLE 59: CHANGES IN ALLOWANCE FOR CREDIT LOSSES
                  
For the years ended December 31 ($ in millions)
     
2019  
   
2018  
   
2017  
   
2016  
   
2015  
 
ALLL:
                  
Balance, beginning of period
 $   
1,103
   
1,196
   
1,253
   
1,272
   
1,322
 
Losses
charged-off
(a)
     
(510
)  
(450
)  
(381
)  
(456
)  
(542
)
Recoveries of losses previously
charged-off
(a)
     
141
   
120
   
83
   
94
   
96
 
Provision for loan and lease losses
     
468
   
237
   
261
   
343
   
396
 
Deconsolidation of a VIE
     
-
   
-
   
(20
)  
-
   
-
 
Balance, end of period
 $   
1,202
   
1,103
   
1,196
   
1,253
   
1,272
 
Reserve for unfunded commitments:
                  
Balance, beginning of period
 $   
131
   
161
   
161
   
138
   
135
 
Reserve for acquired unfunded commitments
     
8
   
-
   
-
   
-
   
-
 
Provision for (benefit from) the reserve for unfunded commitments
     
5
   
(30
)  
-
   
23
   
4
 
Losses
charged-off
     
-
   
-
   
-
   
-
   
(1
)
Balance, end of period
 $   
144
   
131
   
161
   
161
   
138
 
(a)
For the years ended
December 31, 2019
and 2018, the Bancorp recorded
$48
and $29, respectively, in both losses charged-off and recoveries of losses charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.
Certain inherent but unconfirmed losses are probable within the loan and lease portfolio. The Bancorp’s current methodology for determining the level of losses is based on historical loss rates, current credit grades, specific allocation on impaired commercial credits above specified thresholds and restructured loans and other qualitative adjustments. Due to the heavy reliance on realized historical losses and the credit grade rating process, the model-derived estimate of the ALLL tends to slightly lag behind the deterioration in the portfolio in a stable or deteriorating credit environment, and tends not to be as responsive when improved conditions have presented themselves. Given these model limitations, the qualitative adjustment factors may be incremental or decremental to the quantitative model results.
An unallocated component of the ALLL is maintained to recognizeACL that might be warranted in the imprecision in estimating and measuring loss. The unallocated allowance as a percent of total portfolio loans and leases atcircumstance.

At December 31, 2019 and 2018 was 0.11% and 0.12%, respectively. The unallocated allowance was approximately 10%2020, the qualitative component of the total allowance at bothACL included consideration of certain factors that represent emerging risks specifically associated with the current economic environment and the COVID-19 pandemic. These considerations resulted in qualitative adjustments to increase the ACL, primarily related to volatility in short-term unemployment rates, commercial borrowers experiencing prolonged distress, commercial borrowers in certain industries which have been severely impacted by the COVID-19 pandemic and consumer borrowers that deferred contractual payments under COVID-19 forbearance or hardship programs.

TABLE 59: Changes in Allowance for Credit Losses
For the years ended December 31 ($ in millions)
2020(b)
2019(c)
2018(c)
2017(c)
2016(c)
ALLL:
Balance, beginning of period$1,202 1,103 1,196 1,253 1,272 
Impact of adoption of ASU 2016-13643 — — — — 
Losses charged-off(a)
(611)(510)(450)(381)(456)
Recoveries of losses previously charged-off(a)
140 141 120 83 94 
Provision for loan and lease losses1,079 468 237 261 343 
Deconsolidation of a VIE — — (20)— 
Balance, end of period$2,453 1,202 1,103 1,196 1,253 
Reserve for unfunded commitments:
Balance, beginning of period$144 131 161 161 138 
Impact of adoption of ASU 2016-1310 — — — — 
Reserve for acquired unfunded commitments — — — 
Provision for (benefit from) the reserve for
unfunded commitments
18 (30)— 23 
Balance, end of period$172 144 131 161 161 
(a)For the years ended December 31, 2020 and 2019, the Bancorp recorded $42 and 2018.
$48, respectively, in both losses charged-off and recoveries of losses charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.
(b)The ALLL and Reserve for unfunded commitments were calculated under the expected loss methodology upon the adoption of ASU 2016-13 on January 1, 2020.
(c)The ALLL and Reserve for unfunded commitments were calculated under the incurred loss methodology for periods ending prior to January 1, 2020.

As shown in Table 60, the ALLL as a percent of portfolio loans and leases was 2.25% at December 31, 2020, compared to 1.10% at December 31, 2019, compared to 1.16% at December 31, 2018. This decrease reflects the impact of the MB Financial, Inc. acquisition, which added approximately $13.4 billion in portfolio loans and leases at the acquisition date. Loans acquired by the Bancorp through a purchase business combination are recorded at fair value as of the acquisition date. The Bancorp does not carry over the acquired company’s ALLL, nor does the Bancorp add to its existing ALLL as part of purchase accounting.2019. The ALLL was $1.2$2.5 billion and $1.1$1.2 billion at December 31, 2020 and 2019, and 2018, respectively.

92112 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
TABLE 60: Attribution of Allowance for Loan and Lease Losses to Portfolio Loans and Leases
As of December 31 ($ in millions)
2020(a)
2019(b)
2018(b)
2017(b)
2016(b)
Attributed ALLL:
Commercial and industrial loans$901 561 515 651 718 
Commercial mortgage loans402 87 80 65 82 
Commercial construction loans124 45 32 23 16 
Commercial leases29 17 18 14 15 
Residential mortgage loans294 73 81 89 96 
Home equity201 37 36 46 58 
Indirect secured consumer loans131 53 42 38 42 
Credit card252 168 156 117 102 
Other consumer loans119 40 33 33 12 
Unallocated      N/A121 110 120 112 
Total ALLL$2,453 1,202 1,103 1,196 1,253 
Portfolio loans and leases:
Commercial and industrial loans$49,665 50,542 44,340 41,170 41,676 
Commercial mortgage loans10,602 10,963 6,974 6,604 6,899 
Commercial construction loans5,815 5,090 4,657 4,553 3,903 
Commercial leases2,915 3,363 3,600 4,068 3,974 
Residential mortgage loans15,928 16,724 15,504 15,591 15,051 
Home equity5,183 6,083 6,402 7,014 7,695 
Indirect secured consumer loans13,653 11,538 8,976 9,112 9,983 
Credit card2,007 2,532 2,470 2,299 2,237 
Other consumer loans3,014 2,723 2,342 1,559 680 
Total portfolio loans and leases$108,782 109,558 95,265 91,970 92,098 
Attributed ALLL as a percent of respective portfolio loans and leases:
Commercial and industrial loans1.81 %1.11 1.16 1.58 1.72 
Commercial mortgage loans3.79 0.79 1.15 0.98 1.19 
Commercial construction loans2.13 0.88 0.69 0.51 0.41 
Commercial leases0.99 0.51 0.50 0.34 0.38 
Residential mortgage loans1.85 0.44 0.52 0.57 0.64 
Home equity3.88 0.61 0.56 0.66 0.75 
Indirect secured consumer loans0.96 0.46 0.47 0.42 0.42 
Credit card12.56 6.64 6.32 5.09 4.56 
Other consumer loans3.95 1.47 1.41 2.12 1.76 
Unallocated (as a percent of portfolio loans and leases)      N/A0.11 0.12 0.13 0.12 
Total ALLL as a percent of portfolio loans and leases2.25 %1.10 1.16 1.30 1.36 
Total ACL as a percent of portfolio loans and leases2.41 1.23 1.30 1.48 1.54 
                     
TABLE 60: ATTRIBUTION OF ALLOWANCE FOR LOAN AND LEASE LOSSES TO PORTFOLIO LOANS AND LEASES
 
  
As of December 31 ($ in millions)
 
2019
  
2018
  
2017
  
2016
  
2015
 
  
Attributed ALLL:
               
Commercial and industrial loans
 $
     561
   
515
   
651
   
718
   
652  
 
Commercial mortgage loans
  
87
   
80
   
65
   
82
   
117  
 
Commercial construction loans
  
45
   
32
   
23
   
16
   
24  
 
Commercial leases
  
17
   
18
   
14
   
15
   
47  
 
Residential mortgage loans
  
73
   
81
   
89
   
96
   
100  
 
Home equity
  
37
   
36
   
46
   
58
   
67  
 
Indirect secured consumer loans
  
53
   
42
   
38
   
42
   
40  
 
Credit card
  
168
   
156
   
117
   
102
   
99  
 
Other consumer loans
  
40
   
33
   
33
   
12
   
11  
 
Unallocated
  
121
   
110
   
120
   
112
   
115  
 
  
Total attributed ALLL
 $
1,202
   
1,103
   
1,196
   
1,253
   
1,272  
 
  
Portfolio loans and leases:
               
Commercial and industrial loans
 $
50,542
   
44,340
   
41,170
   
41,676
   
42,131  
 
Commercial mortgage loans
  
10,963
   
6,974
   
6,604
   
6,899
   
6,957  
 
Commercial construction loans
  
5,090
   
4,657
   
4,553
   
3,903
   
3,214  
 
Commercial leases
  
3,363
   
3,600
   
4,068
   
3,974
   
3,854  
 
Residential mortgage loans
  
16,724
   
15,504
   
15,591
   
15,051
   
13,716  
 
Home equity
  
6,083
   
6,402
   
7,014
   
7,695
   
8,301  
 
Indirect secured consumer loans
  
11,538
   
8,976
   
9,112
   
9,983
   
11,493  
 
Credit card
  
2,532
   
2,470
   
2,299
   
2,237
   
2,259  
 
Other consumer loans
  
2,723
   
2,342
   
1,559
   
680
   
657  
 
  
Total portfolio loans and leases
 $
     109,558
   
95,265
   
91,970
   
92,098
   
92,582  
 
  
Attributed ALLL as a percent of respective portfolio loans and leases:
               
Commercial and industrial loans
  
1.11
%  
1.16
   
1.58
   
1.72
   
1.55  
 
Commercial mortgage loans
  
0.79
   
1.15
   
0.98
   
1.19
   
1.68  
 
Commercial construction loans
  
0.88
   
0.69
   
0.51
   
0.41
   
0.75  
 
Commercial leases
  
0.51
   
0.50
   
0.34
   
0.38
   
1.22  
 
Residential mortgage loans
  
0.44
   
0.52
   
0.57
   
0.64
   
0.73  
 
Home equity
  
0.61
   
0.56
   
0.66
   
0.75
   
0.81  
 
Indirect secured consumer loans
  
0.46
   
0.47
   
0.42
   
0.42
   
0.35  
 
Credit card
  
6.64
   
6.32
   
5.09
   
4.56
   
4.38  
 
Other consumer loans
  
1.47
   
1.41
   
2.12
   
1.76
   
1.67  
 
Unallocated (as a percent of portfolio loans and leases)
  
0.11
   
0.12
   
0.13
   
0.12
   
0.12  
 
  
Attributed ALLL as a percent of portfolio loans and leases
  
1.10
%  
1.16
   
1.30
   
1.36
   
1.37  
 
  
In June 2016,(a)The ALLL and ACL were calculated under the FASB issuedexpected loss methodology upon the adoption of ASU
2016-13
which establishes a new approach to estimate credit losses on certain types of financial instruments. The new approach changes the impairment model for most financial assets, and will require the use of an “expected credit loss” model for financial instruments measured at amortized cost and certain other instruments. The ASU is effective for the Bancorp on January 1, 2020.
(b)The ALLL and ACL were calculated under the incurred loss methodology for periods ending prior to January 1, 2020.

As previously mentioned, the Bancorp adopted ASU 2016-13 on January 1, 2020. Based on portfolio characteristics and economic conditions and expectations as of January 1, 2020, the Bancorp recorded a combined increase to the ALLL and reserve for unfunded commitments on January 1, 2020 of approximately $650$653 million upon the adoption of ASU
2016-13.
The increase is based on economic forecasts that the Bancorp considers reasonable and supportable for a period of three years followed by a reversion to long-term historical loss rates for the remaining contractual life (adjusted for expected prepayments) phased in over a period of two years. The estimated increase in the ALLL isat the date of adoption was primarily attributable to longer duration consumerhome equity and residential mortgage loans.
This increase includes the differences between the purchase accounting treatment of loans and leases acquired in the MB Financial, Inc. acquisition and the treatment under ASU
2016-13.
In the legacy portfolio, excluding the MB Financial, Inc. loans and leases, the Bancorp recognized an increase to the ALLL of approximately $475 million.
The impact on the Bancorp’s ALLL in future periods may vary significantly from period to period after the adoption date as it will be based on changes in economic conditions, economic forecasts and the composition and credit quality of the Bancorp’s loan and lease portfolio.
The adoption of ASU
2016-13
will also have an impact on the provision for credit losses in periods after adoption, which could differ materially from historical trends. For additional information on ASU
2016-13,
refer to Note 1 of the Notes to Consolidated Financial Statements.
MARKET113 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTEREST RATE AND PRICE RISK MANAGEMENT
Market risk is the
day-to-day
potential for the value of a financial instrument to fluctuate due to movements in market factors. The Bancorp’s market risk includes risks resulting from movements in interest rates, foreign exchange rates, equity prices and commodity prices. Interest rate risk a componentis the risk to earnings or capital arising from movement of marketinterest 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;

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.

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.
93  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 balanceon- and off-balance sheet composition, and earnings flows, and hedging strategies and models the interest rate risk and price risk exposures, and possible actions to manage this risk,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 this risk isrisks are managed within the Bancorp’s risk tolerance.
tolerance for interest rate risk and price risk.

In addition to the traditional forms of interest rate risk discussed in this section, the Bancorp is exposed to interest rate risk associated with the retirement and replacement of LIBOR. For more information on the LIBOR transition, refer to the Overview section of MD&A.

The Commercial and Wealth and Asset Management lines of business manage price risk for capital markets sales and trading activities related to their respective businesses. The Mortgage 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.

Interest RateThe Bancorp’s Market Risk Management Oversight
Committee, which includes senior management representatives, is 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, monitorsprovides oversight and managesmonitors interest rate risk within Board-approved policy limits. In addition to the risk management activities of ALCO, the Bancorp has a Market Risk Management function as part of ERM that provides independent oversight of market riskand 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. Actual results may differ from simulated results due to timing, magnitude and frequency of interest rate changes, deviations from projected assumptions, as well as from changes in market conditions and management strategies.

As of December 31, 2019,2020, 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 assuming a 200 bps parallel ramped increase andin interest rates. Given the unlikely probability associated with a 100 bps parallel rampedpotential negative rate environment, the Bancorp does not have a policy limit for scenarios that include negative rates. Therefore, the Bancorp has no policy limit for a scenario with a decrease in interest rates.
Additionally,rates currently in effect as the Federal Funds target range is currently between zero and 25 basis points. However, the Bancorp routinely analyzes various potential and extreme scenarios, including ramps, shocks and
non-parallel
shifts in rates, including negative rate scenarios, 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. The ongoing COVID-19 pandemic has caused significant changes to interest rates, volatilities, and the composition of the Bancorp’s balance sheet, including significant increases in deposit funding related to stimulus programs, which has resulted in an excess liquidity position. The excess liquidity is likely to continue negatively impacting net interest margin if short-term interest rates hold steady or move lower, but may be partially offset by the amortization of fees related to PPP loans and investment opportunities should the yield curve continue steepening.

In order to recognize the risk of noninterest-bearing demand deposit balance
run-off
in a rising interest rate environment, the Bancorp’s NII sensitivity modeling assumes that approximately $750 million$5 billion of additional demand deposit balances
run-off
over 24 months above what is included in senior management’s baseline projections for each 100 bps increase in short-term market interest rates. Similarly, the Bancorp’s NII sensitivity modeling incorporates approximately $750 million$5 billion of incremental growth in noninterest-bearing deposit balances over 24 months
114 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
above senior management’s baseline projections for each 100 bps decrease in short-term market interest rates. The incremental balance
run-off
and growth are modeled to flow into and out of funding products that reprice in conjunction with short-term market rate changes.changes and reflect the Bank’s excess liquidity position.

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 Bancorp deposit rates will change for a given change in short-term market rates. The Bancorp’s NII sensitivity modeling assumes a weighted-average rising-rate interest-bearing deposit beta of 71%70% at December 31, 2019,2020, which is approximately 10 to 30 percentage points higher than the average beta that the Bancorp experienced in the FRB tightening cycles from June 2004 to June 2006 and from December 2015 to December 2018. TheIn the event of further rate cuts by the FRB into negative territory, the Bancorp’s NII sensitivity modeling assumes a weighted-average falling-rate interest-bearing deposit beta of 41%35% atDecember 31, 2019.2020 while maintaining that deposit rates themselves will not become negative. In addition, the modeling assumes there is 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.

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 December 31:
                                 
TABLE 61: ESTIMATED NII SENSITIVITY PROFILE AND ALCO POLICY LIMITS
 
  
 
2019
  
2018
 
       
 
 
 % Change in NII (FTE) 
  
    ALCO Policy Limits    
  
 % Change in NII (FTE) 
  
    ALCO Policy Limits    
 
             
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
  
(0.22
)  %  
3.94
   
(4.00)
   
(6.00)
   
(0.01
)%  
2.11
   
(4.00)
   
(6.00)
 
+ 100 Ramp over 12 months
  
(0.16
)  
2.07
   
N/A
   
N/A
   
0.09
   
1.34
   
N/A
   
N/A
 
 - 100 Ramp over 12 months
  
(2.66
)  
(7.90
)  
(8.00
)  
(12.00
)  
(2.83
)  
(6.70
)  
N/A
   
N/A
 
 - 150 Ramp over 12 months
  
N/A
   
N/A
   
N/A
   
N/A
   
(4.34
)  
(10.58
)  
(8.00)
   
(12.00)
 
  
TABLE 61: Estimated NII Sensitivity Profile and ALCO Policy Limits
20202019
 % Change in NII (FTE)ALCO Policy Limits% Change in NII (FTE) ALCO Policy Limits
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 months2.93 %7.73(4.00)(6.00)(0.22)3.94(4.00)(6.00)
+ 100 Ramp over 12 months1.694.95N/AN/A(0.16)2.07N/AN/A
25 Ramp over 3 months
(1.93)(2.88)N/AN/AN/AN/AN/AN/A
100 Ramp over 12 months
N/AN/AN/AN/A(2.66)(7.90)(8.00)(12.00)

At December 31, 2019,2020, the Bancorp’s NII sensitivitywould benefit in both year one and year two under the parallel rate ramp increases is near neutral in the first year and would benefit in the second year. Under the parallel 100 bps ramp decrease in interest rates, the Bancorp’s NII would decline in both the first and second years.increases. The Bancorp maintains an asymmetric NII sensitivity profile, which is attributable to the combinationlevel of floating-rate assets, including the predominantly floating-rate commercial loan portfolio, exceeding the level of floating-rate liabilities due to the increased amount of deposit rates near zero in this low interest rate environment and certain intermediate-termother fixed-rate liabilities and managed-rate deposits.
borrowings. Reductions in the yield of the commercial loan portfolio would be expected to be only partially offset by a decline in the cost of interest-bearing deposits in thisa falling-rate scenario. However, proactive management of the securities and derivatives portfolios has reduced the ongoing near-term risk to declining market rates.
94  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
rates and provided significant protection from the decline in rates experienced as the COVID-19 pandemic unfolded. The changes in the estimated NII sensitivity profile as of December 31, 2019 compared to December 31, 20182019 were primarily attributable to the acquisitionimpact of MB Financial, Inc., which had a more asset-sensitive balance sheet.the current near-zero interest rate environment on the previously discussed interest rate profile and the significant increase in noninterest-bearing and low-cost interest-bearing deposits. The down rate scenarios were also impacted by lower market interest rates and athe higher composition of
low-cost
deposits, which results in deposits hitting their floor rates more quickly in the current year scenarios.
current-year scenarios due to the low-rate environment.
However, the strategic repositioning of the investment portfolio into securities that are less callable in the near term more than offset the impact of the MB Financial, Inc. acquisition on NII at risk in year one and partially offset the impact in year two.
Tables 62 and 63 provide the sensitivity of the Bancorp’s estimated NII profile at December 31, 20192020 to changes to certain deposit balance and deposit repricing sensitivity (betas) assumptions.

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 December 31, 2019:
                   
TABLE 62: ESTIMATED NII SENSITIVITY ASSUMING A $1 BILLION CHANGE IN DEMAND DEPOSIT BALANCES
 
 
% 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
  
(0.43)
  %  
3.54
    
(0.02
)  
4.34
 
+ 100 Ramp over 12 months
  
(0.26)
   
1.87
    
(0.05
)  
2.27
 
 - 100 Ramp over 12 months
  
(2.77)
   
(8.10
)   
(2.56
)  
(7.70
)
  
The following table includes the Bancorp’s estimated NII sensitivity profile with a 25% increase and a 25% decrease to the corresponding deposit beta assumptions as of December 31, 2019. The resulting weighted-average rising-rate interest-bearing deposit betas included in this analysis were approximately 88% and 53%, respectively, and 51% and 31%, respectively, for falling rates as of December 31, 2019:
 
 
TABLE 63: ESTIMATED NII SENSITIVITY WITH DEPOSIT BETA ASSUMPTION CHANGES
 
 
% Change in NII (FTE)
 
 
Betas 25% Higher
  
      
 
Betas 25% Lower
 
Change in Interest Rates (bps)
 
12    
Months    
  
13-24
  
Months  
   
12  
Months  
  
13-24
  
Months  
 
+ 200 Ramp over 12 months
  
(3.52)
  %  
(2.27
)   
3.07
   
10.15
 
+ 100 Ramp over 12 months
  
(1.80)
   
(1.01
)   
1.48
   
5.15
 
 - 100 Ramp over 12 months
  
(1.73)
   
(6.16
)   
(3.60
)  
(9.64
)
2020:
TABLE 62: Estimated NII Sensitivity Profile at December 31, 2020 with a $1 Billion Change in Demand Deposit Assumption
% Change in NII (FTE)
Immediate $1 Billion Balance DecreaseImmediate $1 Billion Balance Increase
Change in Interest Rates (bps)12    
Months    
13-24  
Months  
12  
Months  
13-24  
Months  
+ 200 Ramp over 12 months2.71 %7.28 3.15 8.19 
+ 100 Ramp over 12 months1.58 4.72 1.80 5.18 
25 Ramp over 3 months
(1.98)(2.94)(1.88)(2.82)

115 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table includes the Bancorp’s estimated NII sensitivity profile with a 25% increase and a 25% decrease to the corresponding deposit beta assumptions as of December 31, 2020:

TABLE 63: Estimated NII Sensitivity Profile at December 31, 2020 with Deposit Beta Assumptions Changes
% Change in NII (FTE)
Betas 25% Higher(a)
Betas 25% Lower(b)
Change in Interest Rates (bps)12  
Months
13-24  
Months  
12  
Months  
13-24  
Months  
+ 200 Ramp over 12 months(0.95)%0.65 6.81 14.81 
+ 100 Ramp over 12 months(0.25)1.44 3.62 8.46 
25 Ramp over 3 months
(1.80)(2.77)(2.08)(3.01)
(a)Includes weighted-average rising-rate and falling-rate interest-bearing deposit betas of 87% and 44%, respectively.
(b)Includes weighted-average rising-rate and falling-rate interest-bearing deposit betas of 52% and 27%, respectively..

Economic Value of Equity Sensitivity
The Bancorp also uses EVE as a measurement tool in managing interest rate risk. 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 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 the balance growth assumptions 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 December 31:
           
TABLE 64: ESTIMATED EVE SENSITIVITY PROFILE
 
2019
  
2018
Change in Interest Rates (bps)
 
Change in EVE
 
ALCO Policy Limit
 
      
 
Change in EVE
 
ALCO Policy Limit
+ 200 Shock
 
(5.12)  %
 
(12.00)   
  
(7.09)
 
(12.00)   
+ 100 Shock
 
(2.01)     
 
N/A   
  
(3.21)
 
N/A   
 - 100 Shock
 
N/A     
 
N/A   
  
(1.01)
 
N/A   
 - 150 Shock
 
(6.07)     
 
(12.00)   
  
N/A
 
N/A   
 - 200 Shock
 
N/A     
 
N/A   
  
(5.27)
 
(12.00)   
TABLE 64: Estimated EVE Sensitivity Profile
20202019
Change in Interest Rates (bps)% Change in EVEALCO Policy Limit% Change in EVEALCO Policy Limit
+ 200 Shock(0.05)%(12.00)(5.12)(12.00)
+ 100 Shock0.64 N/A(2.01)N/A
25 Shock
(0.92)N/AN/AN/A
150 Shock
               N/AN/A(6.07)(12.00)

The EVE sensitivity is moderately negativeneutral in both a +200 bps rising-rate and a
-150
bps declining-rate market rate scenario at December 31, 2019.2020. The changes in the estimated EVE sensitivity profile from December 31, 20182019 were primarily related to the low-rate environment, growth in noninterest-bearing and low-cost interest-bearing deposits growth fromand the acquisitionshorter expected lives of MB Financial, Inc. and aprepayable, fixed-rate assets due to the decrease in market interest rates.
These items were partially offset by strategiccontinued repositioning of the investment portfolio into securities that arewith less callableprincipal cash flows in the near term.

While an instantaneous shift in 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 much more modest impact.
95  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 time horizon (e.g., the current fiscal year). Further, EVE does not take into account 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, LIBOR, Prime Rate and other basis risks, 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 65 and 66 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.,
116 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
notional amounts) to another interest rate index 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, including the notional amount and fair values of these derivatives, refer to Note 15 of the Notes to 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 65: WEIGHTED-AVERAGE MATURITY, RECEIVE RATE AND PAY RATE ON QUALIFYING HEDGING INSTRUMENTS
 
  
 
Notional  
  
    Fair            
 
Remaining 
  
Receive  
  
LIBOR Index /        
 
As of December 31, 2019 ($ in millions)
 
Amount  
  
    Value            
 
(years) 
  
Rate  
  
Strike        
 
  
Interest rate swaps – cash flow – receive-fixed
 $
7,000
   
(2)      
   
3.9
   
3.0
 %  
1 ML
 
Interest rate swaps – cash flow – receive-fixed – forward starting
(a)
  
1,000
   
-       
   
5.0
   
3.2
   
1 ML
 
Interest rate swaps – fair value – receive-fixed
  
2,705
   
393       
   
6.8
   
4.4
   
1 ML / 3 ML
 
             
 Total interest rate swaps
 $
         10,705
   
391       
          
             
                     
Interest rate floors – cash flow – receive-fixed
 $
3,000
   
115       
   
5.0
   
1.7
   
1 ML / 2.25%
 
  
(a)
Forward starting swaps will become effective January 2, 2020.
 
 
TABLE 66: WEIGHTED-AVERAGE MATURITY, RECEIVE RATE AND PAY RATE ON QUALIFYING HEDGING INSTRUMENTS
 
  
 
Notional  
  
    Fair            
 
Remaining 
  
Receive  
  
LIBOR Index /        
 
As of December 31, 2018 ($ in millions)
 
Amount  
  
    Value            
 
(years) 
  
Rate  
  
Strike        
 
  
Interest rate swaps – cash flow – receive-fixed
 $
5,000
   
(13)      
   
4.6
   
3.0
 %  
1 ML
 
Interest rate swaps – cash flow – receive-fixed – forward starting
(a)
  
3,000
   
1       
   
5.7
   
3.1
   
1 ML
 
Interest rate swaps – fair value – receive-fixed
  
3,455
   
260       
   
6.3
   
3.8
   
1 ML / 3 ML
 
             
Total interest rate swaps
 $
         11,455
   
248       
          
             
                     
Interest rate floors – cash flow – forward starting
(b)
 $
3,000
   
69       
   
6.0
   
N/A
   
1 ML / 2.25%
 
  
TABLE 65: Weighted-Average Maturity, Receive Rate and Pay Rate on Qualifying Hedging Instruments
As of December 31, 2020 ($ in millions)Notional Amount  Fair ValueRemaining (years) Receive/ Strike Rate  Index
Interest rate swaps – cash flow – receive-fixed$8,000 14 3.03.02 %1 ML
Interest rate swaps – fair value – receive-fixed1,955 528 8.15.35 1 ML / 3 ML
Total interest rate swaps$9,955 542 
Interest rate floors – cash flow – receive-fixed$3,000 244 4.02.25 1 ML
TABLE 66: Weighted-Average Maturity, Receive Rate and Pay Rate on Qualifying Hedging Instruments
As of December 31, 2019 ($ in millions)Notional Amount  Fair ValueRemaining (years) Receive/Strike Rate  Index
Interest rate swaps – cash flow – receive-fixed$7,000 (2)3.93.00 %1 ML
Interest rate swaps – cash flow – receive-fixed – forward starting(a)
1,000 — 5.03.20 1 ML
Interest rate swaps – fair value – receive-fixed2,705 393 6.84.41 1 ML / 3 ML
Total interest rate swaps$10,705 391 
Interest rate floors – cash flow – receive-fixed$3,000 115 5.02.25 1 ML
(a)Forward starting swaps will become effective January 2, 2020.
(a)Forward starting swaps became effective January 2, 2020.

(b)Forward starting floors became effective December 16, 2019.
Additionally, as part of its overall risk management strategy relative to its residential mortgage banking activities. Theactivities, the Bancorp enters into forward contracts accounted for as free-standing derivatives to economically hedge IRLCs that are also considered free-standing derivatives. The Bancorp economically hedges its exposure to residential mortgage loans held for sale through the use of forward contracts and mortgage options as well. See the Residential Mortgage Servicing Rights and Interest RatePrice 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 credit equivalent 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 15 of the Notes to Consolidated Financial Statements.

Portfolio Loans and Leases and Interest Rate Risk
Although the Bancorp’s portfolio loans and leases contain both fixed and floating/adjustable-rate products, the rates of interest earned by the Bancorp on the outstanding balances are generally established for a period of time. The interest rate sensitivity of loans and leases is directly related to the length of time the rate earned is established.

96117 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table summarizes the carrying value of the Bancorp’s portfolio loans and leases expected cash flows, excluding interest receivable, as of December 31, 2019:
                 
TABLE 67: PORTFOLIO LOANS AND LEASES EXPECTED CASH FLOWS
 
  
($ in millions)
 
      Less than 1 year
  
1-5
 years 
  
Over 5 years
  
Total        
 
  
 Commercial and industrial loans
 $
29,675    
   
20,144
   
723  
   
50,542        
 
 Commercial mortgage loans
  
4,143    
   
6,038
   
782  
   
10,963        
 
 Commercial construction loans
  
2,452    
   
2,499
   
139  
   
5,090        
 
 Commercial leases
  
925    
   
1,647
   
791  
   
3,363        
 
  
Total commercial loans and leases
  
37,195    
   
30,328
   
2,435  
   
69,958        
 
  
 Residential mortgage loans
  
3,290    
   
7,469
   
5,965  
   
16,724        
 
 Home equity
  
1,924    
   
3,306
   
853  
   
6,083        
 
 Indirect secured consumer loans
  
4,266    
   
6,590
   
682  
   
11,538        
 
 Credit card
  
506    
   
2,026
   
-  
   
2,532        
 
 Other consumer loans
  
1,433    
   
1,117
   
173  
   
2,723        
 
  
Total consumer loans
  
11,419    
   
20,508
   
7,673  
   
39,600        
 
  
Total portfolio loans and leases
 $
48,614    
   
50,836
   
10,108  
   
109,558        
 
  
2020:
TABLE 67: Portfolio Loans and Leases Expected Cash Flows(a)
($ in millions)Less than 1 Year1-5 Years Over 5 YearsTotal        
Commercial and industrial loans$23,547 25,118 999 49,665 
Commercial mortgage loans3,973 5,722 907 10,602 
Commercial construction loans2,966 2,737 112 5,815 
Commercial leases829 1,547 539 2,915 
Total commercial loans and leases31,315 35,124 2,557 68,997 
Residential mortgage loans(b)
4,009 6,803 5,116 15,928 
Home equity1,421 2,805 957 5,183 
Indirect secured consumer loans4,639 8,160 854 13,653 
Credit card401 1,606 — 2,007 
Other consumer loans1,727 1,123 164 3,014 
Total consumer loans12,197 20,497 7,091 39,785 
Total portfolio loans and leases$43,512 55,621 9,648 108,782 
(a)Expected cash flows from portfolio loans and leases do not reflect changes in timing due to hardship programs offered in response to the COVID-19 pandemic which are not expected to be significant.
(b)Includes residential mortgage loans previously sold to GNMA for which the Bancorp is deemed to have regained effective control over under ASC Topic 860, but did not exercise its option to repurchase.

Additionally, theThe following table displays a summary of expected cash flows, excluding interest receivable, occurring after one year for both fixed and floating/adjustable-rate loans and leases as of December 31, 2019:
         
TABLE 68: PORTFOLIO LOANS AND LEASES EXPECTED CASH FLOWS OCCURRING AFTER 1 YEAR
 
  
  
Interest Rate
 
      
($ in millions)
  
                    Fixed  
  
                          Floating or Adjustable        
 
  
Commercial and industrial loans
 
    $
 
3,162
  
17,705                    
 
Commercial mortgage loans
  
1,542
  
5,278                    
 
Commercial construction loans
  
35
  
2,603                    
 
Commercial leases
  
2,438
  
-                    
 
  
Total commercial loans and leases
  
7,177
  
25,586                    
 
  
Residential mortgage loans
  
9,880
  
3,554                    
 
Home equity
  
485
  
3,674                    
 
Indirect secured consumer loans
  
7,254
  
18                    
 
Credit card
  
472
  
1,554                    
 
Other consumer loans
  
1,037
  
253                    
 
  
Total consumer loans
  
19,128
  
9,053                    
 
  
Total portfolio loans and leases
 
$
 
26,305
  
34,639                    
 
  
2020:
TABLE 68: Portfolio Loans and Leases Expected Cash Flows Occurring After One Year(a)
Interest Rate
($ in millions)Fixed  Floating or Adjustable
Commercial and industrial loans$3,164 22,953 
Commercial mortgage loans1,461 5,168 
Commercial construction loans46 2,803 
Commercial leases2,086 — 
Total commercial loans and leases6,757 30,924 
Residential mortgage loans(b)
9,510 2,409 
Home equity370 3,392 
Indirect secured consumer loans9,000 14 
Credit card244 1,362 
Other consumer loans1,018 269 
Total consumer loans20,142 7,446 
Total portfolio loans and leases$26,899 38,370 
(a)Expected cash flows from portfolio loans and leases do not reflect changes in timing due to hardship programs offered in response to the COVID-19 pandemic which are not expected to be significant.
(b)Includes residential mortgage loans previously sold to GNMA for which the Bancorp is deemed to have regained effective control over under ASC Topic 860, but did not exercise its option to repurchase.

Residential Mortgage Servicing Rights and Interest RatePrice Risk
The fair value of the residential MSR portfolio was $993$656 million and $938$993 million at December 31, 20192020 and December 31, 2018,2019, respectively. The portfolio of servicing rights included $263 million of servicing rights acquired in the acquisition of MB Financial, Inc. on March 22, 2019. 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. 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.

Mortgage rates decreased during the yearyears ended December 31, 2020 and 2019 which caused modeled prepayment speeds to rise. The fair value of the MSR portfolio decreased $311 million and $203 million, respectively, due to changes to inputs to the valuation model, including prepayment speeds and OAS assumptions, and decreased $254 million and $173 million, respectively, due to the passage of time, including the impact of regularly scheduled repayments, paydownscontractual principal payments and payoffsactual prepayment activity for the yearyears ended December 31, 2020 and 2019.

Mortgage rates increased during the year ended December 31, 2018 which caused modeled prepayment speeds to slow. The fair value of the MSR portfolio increased $42 million due to changes to inputs to the valuation model including prepayment speeds and OAS assumptions and decreased $125 million due to the passage of time, including the impact of regularly scheduled repayments, paydowns and payoffs for the year ended December 31, 2018.
The Bancorp recognized net gains of $224$309 million and net losses of $36$224 million, respectively, on its
non-qualifying
hedging strategy during the years ended December 31, 20192020 and 2018.2019. These amounts includeincluded net gains of $2 million and $3 million during the years ended December 31, 2020 and net losses of $15 million,2019, respectively, on securities related to the Bancorp’s
non-qualifying
hedging strategy during the years ended December 31, 2019 and 2018.strategy. 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
118 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
given the economic environment. Refer to Note 14 of the Notes to Consolidated Financial Statements for further discussion on servicing rights and the instruments used to hedge interest rateprice 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 Consolidated Statements of Income. The balance of the Bancorp’s foreign denominated loans at December 31, 2020 and 2019 and 2018 was $880$655 million and $948$880 million, 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 interest rateprice 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.
97  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 credit equivalent 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
interest rate 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 credit equivalent exposure on these contracts and counterparty credit approvals performed by independent risk management.

119 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 19 of the Notes to 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 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 Market Risk Managementliquidity 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 relate to 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.

Table 67 of the MarketInterest Rate and Price Risk Management subsection of the Risk Management section of MD&A illustrates the expected maturities from loan and lease repayments. Of the $36.0$37.5 billion of securities in the Bancorp’s
available-for-sale
debt and other securities portfolio at December 31, 2019, $3.42020, $4.6 billion in principal and interest is expected to be received in the next 12 months and an additional $3.8$5.0 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 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, home equity loans, automobile loans and other consumer loans are also capable of being securitized or sold. The Bancorp sold or securitized loans and leases totaling $12.3 billion during the year ended December 31, 2020 compared to $9.7 billion during the year ended December 31, 2019 compared to $5.5 billion during the year ended December 31, 2018.2019. For further information, refer to Note 13 and Note 14 of the Notes to 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 86% and 83% of its average total assets for both the years ended December 31, 2020 and 2019, and 2018.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. Certificates $100,000 and over and certain deposits in the Bancorp’s foreign branch located in the Cayman Islands are wholesale funding tools utilized to fund asset growth. Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs.

As of December 31, 2019, $4.82020, $4.7 billion of debt or other securities were available for issuance under the current Bancorp’s Board of Directors’ authorizations and 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. During the year ended December 31, 2019,2020, the Bancorp issued and sold $1.5$1.25 billion in aggregate principal amount of 3.65% senior fixed-rate notes and $750 millionissued in a registered public offering 350,000 depositary shares, representing 14,000 shares of 2.375% senior4.50% fixed-rate notes.
reset non-cumulative perpetual preferred stock, Series L, for net proceeds of approximately $346 million.

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MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Additionally, during the year ended December 31, 2019, the Bancorp issued in a registered public offering 10,000,000 depositary shares, representing 10,000 shares of 4.95%
non-cumulative
Series K perpetual preferred stock, for net proceeds of approximately $242 million.
As of December 31, 2019,2020, the Bank’s global bank note program had a borrowing capacity of $25.0 billion, of which $19.3$19.1 billion was available for issuance. During the year ended 2019,December 31, 2020, the Bank issued and sold $300 million$1.25 billion in aggregate principal amount of senior floating-rate bankfixed-rate notes. For further information on a subsequent event related to long-term debt, refer to Note 33 of the Notes to Consolidated Financial Statements. Additionally, at December 31, 2019,2020, the Bank had approximately $48.3$44.0 billion of borrowing capacity available through secured borrowing sources including the FRB and FHLB.

Current Liquidity Position
InThe COVID-19 pandemic has significantly impacted the economic environment, although financial markets, initially supported by Federal Reserve programs, have been stable and well-functioning following the onset of the crisis and the early monetary and fiscal response. During 2020, the Bancorp’s core deposit funding increased, while revolving line of credit utilization and portfolio loans and leases decreased. As a securitization transaction that occurred in 2019,result, the Bancorp transferred approximately $1.43maintains a strong liquidity profile driven by strong core deposit funding and over $100 billion in automobile loans tocurrent available liquidity. The Bancorp is managing liquidity prudently in the current environment and maintains a bankruptcy remote trustliquidity profile focused on core deposit and stable long-term funding sources which subsequently issued approximately $1.37 billionallows for the effective management of asset-backed notes,concentration and rollover risk.

As of which approximately $68 million of the asset-backed notes were retained byDecember 31, 2020, the Bancorp has sufficient liquidity to meet contractual obligations and resulted in approximately $1.3 billion of outstanding notes included in long-term debt inall preferred and common dividends without accessing the Consolidated Balance Sheets. The bankruptcy remote trust was deemed to be a VIE andcapital markets or receiving upstream dividends from 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. Refer to Note 18 of the Notes to Consolidated Financial StatementsBank subsidiary for additional information.
32 months.
Liquidity Coverage Ratio and Net Stable Funding Ratio
On October 31, 2018, the Board of Governors of the FRB released a series of regulatory proposals to implement the Economic Growth, Regulatory Relief, and Consumer Protection Act (“Reform Act”). Among the proposals, the Board of Governors, joined by the Department of Treasury, OCC and the FDIC proposed to remove the application of the LCR regulations and the NSFR from certain BHCs that qualify under the proposal as “Category IV” institutions, primarily those BHCs with consolidated assets between $100 billion and $250 billion.
On October 10, 2019, the Board of Governors of the FRB announced it finalized the rules that tailor its regulations for banks to more closely match their risk profile. Fifth Third, as a Category IV institution, is no longer subject to the LCR regulations and the NSFR regulations, effective December 31, 2019.
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 69. 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 69: AGENCY RATINGS
Agency Ratings
As of March 2, 2020
February 26, 2021
Moody’s
Standard and 
Poor’s
Fitch
Fitch
DBRS
Fifth Third Bancorp:
Short-term borrowings
No rating
A-2
A-2
F1
F1
R-1L
Senior debt
Baa1
Baa1
BBB+A-
BBB+
A-
A
Subordinated debt
Baa1
Baa1
BBBBBB+
BBB
BBB+
AL
Fifth Third Bank, National Association:
Short-term borrowings
P-2
P-2
A-2F1
A-2
F1
R-1M
Short-term deposit
P-1
P-1
No rating
F1
F1
No rating
Long-term deposit
Aa3
Aa3
No rating
A
A
AH
Senior debt
A3
A3
A-A-
A-
A-
AH
Subordinated debt
Baa1
Baa1
BBB+BBB+
BBB+
BBB+
A
Rating Agency Outlook for Fifth Third Bancorp and
Fifth Third Bank, National Association:
Stable
Stable
StableNegative
Stable
        Stable        
Stable
Negative

121 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATIONAL RISK MANAGEMENT
Operational risk is the risk to current or projected financial condition and resilience arising from inadequate or failed internal processes or systems, human errors or misconduct or adverse external events that are neither marketmarket- nor credit-related. Operational risk is inherent in the Bancorp’s activities and can manifest itself in various ways, including fraudulent acts, business interruptions, inappropriate behavior of employees, unintentional failure to comply with applicable laws and regulations, poor design or delivery of products and services, cyber securitycyber-security or physical security incidents and privacy breaches or failure of vendorsthird parties to perform in accordance with their arrangements. These events could result in financial losses, litigation and regulatory fines, as well as other damage to the Bancorp. The Bancorp’s risk management goal is to keep operational risk at appropriate levels consistent with the Bancorp’s risk appetite, financial strength, the characteristics of its businesses, the markets in which it operates and the competitive and regulatory environment to which it is subject.

To control, monitor and govern operational risk, the Bancorp maintains an overall Risk Management Framework which comprises governance oversight, risk assessment, capital measurement, monitoring and reporting as well as a formal three lines of defense approach. ERM is responsible for prescribing the framework to the lines of business and corporate functions and providing independent oversight of its implementation (second line of defense). Business Controls groups are in place in each of the lines of business to ensure consistent implementation and execution of managing
day-to-day
operational risk (first line of defense).

The Bancorp’s risk management framework consists of five integrated components, including identifying, assessing, managing, monitoring and independent governance reporting of risk. The corporate Operational Risk Management function within Enterprise Risk is responsible for developing and overseeing the implementation of the Bancorp’s approach to managing operational risk.
99  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This includes providing governance, awareness and training, tools, guidance and oversight to support implementation of key risk programs and systems as they relate to operational risk management, such as risk and control self-assessments, new product/initiative risk reviews, key risk indicators, VendorThird-Party Risk Management, cyber securitycyber-security risk management and review of operational losses. The function is also responsible for developing reports that support the proactive management of operational risk across the enterprise. The lines of business and corporate functions are responsible for managing the operational risks associated with their areas in accordance with the risk management framework. The framework is intended to enable the Bancorp to function with a sound and well-controlled operational environment. These processes support the Bancorp’s goals to minimize future operational losses and strengthen the Bancorp’s performance by maintaining sufficient capital to absorb operational losses that are incurred.

The Bancorp also maintains a robust information security program to support the management of cyber securitycyber-security risk within the organization with a focus on prevention, detection and recovery processes. Fifth Third utilizes a wide array of techniques to secure its operations and proprietary information such as Board-approved policies and programs, network monitoring and testing, access controls and dedicated security personnel.
Fifth Third has adopted the National Institute of Standards and Technology Cybersecurity Framework for the management and deployment of cyber securitycyber-security controls and is an active participant in the financial sector information sharing organization structure, known as the Financial Services Information Sharing and Analysis Center. To ensure resiliency of key Bancorp functions, Fifth Third also employs redundancy protocols that include a robust business continuity function that works to mitigate any potential impacts to Fifth Third customers and its systems.

Fifth Third also focuses on the reporting and escalation of operational control issues to senior management and the Board of Directors. The Operational Risk Committee is the key committee that oversees and supports Fifth Third in the management of operational risk across the enterprise. The Operational Risk Committee reports to the ERMC, which reports to the Risk and Compliance Joint Committee of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank, National Association.

The COVID-19 pandemic has created heightened operational risks and impacts to the Bancorp, including risks related to new systems and processes to support remote work strategies, new customer hardship programs and functions that cannot be fully executed by outsourced service providers. Additionally, increased external threats have increased fraud and cyber-security risks. These risks continue to be carefully managed and monitored to ensure effective controls are in place, with appropriate oversight and governance by the second line of defense. Fifth Third has a defined pandemic plan and robust business continuity management process, which have been leveraged to support the continuity of processes across the Bank. Fifth Third’s operational risk management and information security programs haveteam has been actively engaged to oversee and evaluate and oversee MB Financial, Inc.’s products and processesbusiness changes required to ensure risks are understood, well managed and in alignmentcontinuity of critical business services with the Bancorp’s risk appetite.focus on impacts to customers and Bancorp employees.

122 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LEGAL AND REGULATORY COMPLIANCE RISK MANAGEMENT
RegulatoryLegal and regulatory compliance risk is defined as the risk of legal or regulatory sanctions, financial loss or damage to reputation as a result of noncompliance with (i) applicable laws, regulations, rules and other regulatory requirements (including but not limited to the risk of consumers experiencing economic loss or other legal harm as a result of noncompliance with consumer protection laws, regulations and requirements); (ii) internal policies and procedures, standards of best practice or codes of conduct; and (iii) principles of integrity and fair dealing applicable to Fifth Third’s activities and functions. Legal risks include the risk of actions against the institution that result in unenforceable contracts, lawsuits, legal sanctions, or adverse judgments, which disrupt or otherwise negatively affect the operations or condition of the institution. Failure to effectively manage such risks can elevate the risk level or manifest itself as other types of key risks, including reputational or operational risk. Fifth Third focuses on managing legal and regulatory compliance risk in accordance with the Bancorp’s integrated risk management framework, which ensures consistent processes for identifying, assessing, managing, monitoring and reporting risks. The Bancorp’s risk management goal is to keep compliance risk at appropriate levels, consistent with the Bancorp’s risk appetite.

To mitigate compliance risk,such risks, Compliance Risk Management provides independent oversight to ensurefoster consistency and sufficiency in the execution of the program, and ensures that lines of business regions and support functions are adequately identifying, assessing and monitoring legal and regulatory compliance risks and adopting proper mitigation strategies. TheMoreover, such strategies are modified from time to time to respond to new or emerging risks in the environment. Compliance Risk Management and the Legal Division provide guidance to the lines of business and enterprise functions, which are ultimately responsible for managing the compliancesuch risks associated with their areas.
Additionally, the The Chief Compliance Officer is responsible for establishingformulating and overseeingdirecting the strategy, development, implementation, communication and maintenance of the Compliance Risk Management program, which implements key compliance processes, including but not limited to, executive- and board-level governance and reporting routines, compliance-related policies, risk assessments, key risk indicators, issues tracking, regulatory change management, and regulatory compliance testing and monitoringmonitoring. Compliance Risk Management and privacy. The Chief Compliance Officer also partnersthe Legal Division partner with the Financial Crimes Division to oversee anti-money laundering processes, and Compliance Risk Management also partners with the Community and Economic Development team to oversee the Bancorp’s compliance with the Community Reinvestment Act.

Fifth Third also focuses on the reportingreports and escalation ofescalates legal and regulatory compliance issues to senior management and the Board of Directors. The Management Compliance Committee, which is chaired by the Chief Compliance Officer, is the key committee that oversees and supports Fifth Third in the management of compliance risk across the enterprise. The Management Compliance Committee oversees Fifth Third-wideBancorp-wide compliance issues, industry best practices, legislative developments, regulatory concerns and other leading indicators of legal and regulatory compliance risk. The Management Compliance Committee reports to the ERMC, which reports to the Risk and Compliance Joint Committee of the Board of Directors of Fifth Third Bancorp and Fifth Third Bank, National Association.
Fifth Third’s compliance risk management and anti-money laundering programs have been actively engaged to evaluate and oversee MB Financial, Inc.’s products and processes to ensure risks are understood, well managed and in alignment with the Bancorp’s risk appetite.

100123 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 70: Prescribed Capital Ratios
MinimumWell-Capitalized
CET1 capital:
Fifth Third Bancorp4.50 %N/A
Fifth Third Bank, National Association4.50 6.50 
Tier I risk-based capital:
Fifth Third Bancorp6.00 6.00 
Fifth Third Bank, National Association6.00 8.00 
Total risk-based capital:
Fifth Third Bancorp8.00 10.00 
Fifth Third Bank, National Association8.00 10.00 
Tier I leverage:
Fifth Third Bancorp4.00 N/A
Fifth Third Bank, National Association4.00 5.00 

       
TABLE 70: PRESCRIBED CAPITAL RATIOS
 
 
Minimum
  
Well-Capitalized
 
CET1 capital:
    
Fifth Third Bancorp
  
                        4.50
  % 
N/A                
Fifth Third Bank, National Association
  
            4.50
  
6.50                
Tier I risk-based capital:
    
Fifth Third Bancorp
  
            6.00
  
6.00                
Fifth Third Bank, National Association
  
            6.00
  
8.00                
Total risk-based capital:
    
Fifth Third Bancorp
  
            8.00
  
10.00                
Fifth Third Bank, National Association
  
            8.00
  
10.00                
Tier I leverage:
    
Fifth Third Bancorp
  
            4.00
  
N/A                
Fifth Third Bank, National Association
  
            4.00
  
5.00                
 
The Bancorp iswas subject to a capital conservation buffer of 2.5%, in addition to the minimum capital ratios, in order to avoid limitations on certain capital distributions and discretionary bonus payments to executive officers. Theofficers through September 30, 2020. On October 1, 2020, the Bancorp became subject to the stress capital buffer requirement which replaced the capital conservation buffer. During each supervisory stress testing cycle, the FRB uses the Bancorp’s supervisory stress test to determine its stress capital buffer, was
phased-in
oversubject to a three-year period beginning on January 1, 2016 at 0.625%, increasing by an additional 0.625% each year, culminating on January 1, 2019 at the fully
phased-in
ratefloor of 2.5%. On August 7, 2020, the FRB provided the Bancorp a final stress capital buffer requirement of 2.5% which is effective for the period of October 1, 2020 to September 30, 2021. After evaluating the Bancorp’s capital plan which was re-submitted on November 5, 2020, the FRB may update the Bancorp’s stress capital buffer until March 31, 2021. The Bancorp exceeded these “well-capitalized”“capital conservation buffer” and “capital conservation“stress capital buffer” ratios for all periods presented.

In April 2018, the federal banking regulators proposed transitional arrangements to permit banking organizations to phase in the
day-one
impact of the adoption of ASU
2016-13,
referred to as the current expected credit loss model,CECL, on regulatory capital over a period of three years. The proposed rule was adopted as final effective July 1, 2019. The
phase-in
provisions of the final rule are optional for a banking organization that experiences a reduction in retained earnings due to CECL adoption as of the beginning of the fiscal year in which the banking organization adopts CECL. A banking organization that elects the
phase-in
provisions of the final rule for regulatory capital purposes must phase in 25% of the transitional amounts impacting regulatory capital in the first year of
adoption of CECL, 50% in the second year, 75% in the third year, with full impact beginning in the fourth year.

In March 2020, the banking agencies issued an interim final rule for additional transitional relief to regulatory capital related to the impact of the adoption of CECL given the disruption in economic activity caused by the COVID-19 pandemic. The interim final rule provides banking organizations that adopt CECL in the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital, followed by the aforementioned three-year transition period to phase out the aggregate amount of benefit during the initial two-year delay for a total five-year transition. The estimated impact of CECL on regulatory capital (modified CECL transitional amount) is calculated as the sum of the day-one impact on retained earnings upon adoption of CECL (CECL transitional amount) and the calculated change in the ACL relative to the day-one ACL upon adoption of CECL multiplied by a scaling factor of 25%. The scaling factor is used to approximate the difference in the ACL under CECL relative to the incurred loss methodology. The modified CECL transitional amount will be calculated each quarter for the first two years of the five-year transition. The amount of the modified CECL transition amount will be fixed as of December 31, 2021 and that amount will be subject to the three-year phase out.

The Bancorp adopted ASU
2016-13
on January 1, 2020 and plans to electelected 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 impact of the modified CECL transition amount on the Bancorp’s regulatory capital at December 31, 2020 was an increase in capital of approximately $630 million. On a fully phased-in basis, the Bancorp’s CET1 ratio would be reduced by 39 basis points as of December 31, 2020. For additional information on ASU
2016-13,
refer to Note 1 of the Notes to Consolidated Financial Statements.

On July 22, 2019, the federal banking regulators published the Regulatory Capital Simplification final rule in the Federal Register. Under the final rule,
non-advanced
approach banks, such as the Bancorp, will be subject to simpler regulatory capital requirements for mortgage
124 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
servicing assets, certain deferred tax assets arising from temporary differences and investments in the capital of unconsolidated financial institutions than those currently applied. The final rule increases the deduction threshold for mortgage servicing assets, certain deferred tax assets arising from temporary differences and investments in the capital of unconsolidated financial institutions from 10% to 25% of CET1, but increases the risk-weighted assets percentage for the
non-deducted
elements from 100% to 250%. The final rule pertaining to these regulatory capital elements iswas effective on April 1, 2020.

The following table summarizes the Bancorp’s capital ratios as of December 31:
                   
TABLE 71: CAPITAL RATIOS
             
  
($ in millions)
 
       2019    
  
     2018  
   
    2017  
   
2016   
   
2015   
 
  
Average total Bancorp shareholders’ equity as a percent of average assets
 
12.14  %
  
11.23 
   
11.69 
   
11.57 
   
11.24  
 
Tangible equity as a percent of tangible assets
(a)(c)
 
9.52     
  
9.63 
   
9.79 
   
9.72 
   
9.46  
 
Tangible common equity as a percent of tangible assets
(a)(c)
 
8.44     
  
8.71 
   
8.83 
   
8.77 
   
8.50  
 
                   
Regulatory capital:
             
CET1 capital
 
$      13,847     
  
12,534 
   
12,517 
   
12,426 
   
11,917  
 
Tier I capital
 
15,616     
  
13,864 
   
13,848 
   
13,756 
   
13,260  
 
Total regulatory capital
 
19,661     
  
17,723 
   
17,887 
   
17,972 
   
17,134  
 
Risk-weighted assets
(b)
 
  142,065     
  
    122,432 
   
    117,997 
   
119,632 
   
    121,290  
 
                   
Regulatory capital ratios:
             
CET1 capital
 
9.75 %
  
10.24 
   
10.61 
   
10.39 
   
9.82  
 
Tier I risk-based capital
 
10.99     
  
11.32 
   
11.74 
   
11.50 
   
10.93  
 
Total risk-based capital
 
13.84     
  
14.48 
   
15.16 
   
15.02 
   
14.13  
 
Tier I leverage
 
9.54     
  
9.72 
   
10.01 
   
9.90 
   
9.54  
 
  
TABLE 71: Capital Ratios
($ in millions)20202019201820172016
Average total Bancorp shareholders’ equity as a percent of average assets11.61 %12.14 11.23 11.69 11.57 
Tangible equity as a percent of tangible assets(a)(c)(d)
8.18 9.52 9.63 9.79 9.72 
Tangible common equity as a percent of tangible assets(a)(c)(d)
7.11 8.44 8.71 8.83 8.77 
Regulatory capital:
CET1 capital(b)
$14,682 13,847 12,534 12,517 12,426 
Tier I capital(b)
16,797 15,616 13,864 13,848 13,756 
Total regulatory capital(b)
21,412 19,661 17,723 17,887 17,972 
Risk-weighted assets141,974 142,065 122,432 117,997 119,632 
Regulatory capital ratios:(b)
CET1 capital10.34 %9.75 10.24 10.61 10.39 
Tier I risk-based capital11.83 10.99 11.32 11.74 11.50 
Total risk-based capital15.08 13.84 14.48 15.16 15.02 
Tier I leverage(d)
8.49 9.54 9.72 10.01 9.90 
(a)These are non-GAAP measures. For further information, refer to the Non-GAAP Financial Measures section of MD&A.
(b)Regulatory capital ratios as of December 31, 2020 are calculated pursuant to the five-year transition provision option to phase in the effects of CECL on regulatory capital.
(c)Excludes AOCI.
(a)
These are
non-GAAP
measures. For further information, refer to the
Non-GAAP
Financial Measures section of MD&A.
(d)The decrease in these capital ratios is primarily attributable to the Bancorps growth of assets during the year ended December 31, 2020.

(b)
Under the U.S. banking agencies’ Basel III Final Rule, assets and credit equivalent amounts of
off-balance
sheet exposures are calculated according to the standardized approach for risk-weighted assets. The resulting values are added together resulting in the Bancorp’s total risk-weighted assets.
(c)Excludes AOCI.
101  Fifth Third Bancorp

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.

During the first quarter ofOn October 10, 2019, the Federal Reserve Board adopted final rules to tailor certain prudential standards for large domestic and foreign banking organizations. As a result of the EPS Tailoring Rule, 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 provided relief from certain regulatory requirements relatedand publicly disclose the results. As an institution subject to category IV standards, the Bancorp is subject to the FRB’s supervisory stress testingtests every two years, the Board capital plan rule and
company-run
FR Y-14 reporting requirements. The supervisory stress testing fortests 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 including disclosure requirements.that started on January 1, 2020. As a result, the Bancorp was not required to submit a capital plan or participate in CCAR 2019. The requirement for the Bancorp to submit an annual capital plan to the FRB has been extended until April 5, 2020. However,noted above, the Bancorp remains subject to the Board’s capital plan rule, and its requirement to develop and maintain a capital plan, and the Board of Directors of the Bancorp must review and approve the capital plan. The

On March 4, 2020, the Bancorp was informed by the FRB further clarified that relief from the 2019 stress test cycle should not be construed as relief from any regulatory capital requirements and that the deadline to submit the required information related to its capital plan within the FR Y-14A was extended until April 5, 2021, with the exception of the information contained in Schedule C – Regulatory Capital Instruments. The information contained in Schedule C remained due on or before April 6, 2020, which the Bancorp will be subject to the full CCAR 2020 stress test requirements.submitted as required.

In June of 2019, the Bancorp announced its capital distribution capacity of approximately $2 billion for the period of July 1, 2019 through June 30, 2020. This includesincluded the ability to execute share repurchases up to $1.24 billion as well as increase quarterly common stock dividends by up to $0.03 per share. These distributions will bewere governed under the FRB’s 2019 extended stress test process for BHCs with less than $250 billion of total consolidated assets. On March 16, 2020, the Bancorp announced it was temporarily suspending share repurchases that it had capacity to execute under the 2019 CCAR plan. The decision on share repurchases is consistent with Fifth Third’s objective to use the Bancorp’s capital and liquidity to provide support to individuals, businesses and the broader economy through lending and other important services. Fifth Third did not execute any open market or accelerated share repurchases in 2020.

In June 2020, the FRB took several actions in connection with its announcement of stress test results in light of the uncertainty caused by the COVID-19 pandemic. Specifically, for the third quarter of 2020, the FRB required large banking organizations, including the Bancorp, to
125 Fifth Third Bancorp


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
suspend share repurchases, cap dividend payments to the amount paid during the second quarter of 2020, and further limit dividends according to a formula based on recent income. The FRB also required large banking organizations, including the Bancorp, to reevaluate their longer-term capital plans, and such organizations will be required to update and resubmit their capital plans later this year to reflect current stresses caused by the COVID-19 pandemic. The FRB may conduct additional analysis each quarter to determine if adjustments to this response are appropriate.

In September 2020, the Bancorp was informed by the FRB that the capital plan resubmission due date was November 2, 2020, which the Bancorp submitted, as required. Additionally, on September 30, 2020 the FRB extended the third quarter of 2020 restrictions on share repurchases and dividends to the fourth quarter of 2020, and dividends remained limited according to a formula based on recent income.

In December 2020, in connection with its announcement of the stress test resubmission results, the FRB extended the fourth quarter of 2020 restrictions on share repurchases and dividends to the first quarter of 2021, with modifications. Specifically, the Bancorp is authorized to pay dividends and execute share repurchases according to a formula based on recent income provided the Bancorp does not increase the amount of its dividend. For further information on a subsequent event related to an accelerated share repurchase transaction, refer to Note 33 of the Notes to Consolidated Financial Statements.

Preferred Stock Transactions
On August 26, 2019, the Bancorp issued 200,000 shares of 6.00%
non-cumulative
perpetual Class B preferred stock,
Series A. Each preferred share has a $1,000 liquidation preference. These shares were issued to the holders of MB Financial, Inc.’s 6.00%
non-cumulative
perpetual preferred stock, Series C, in conjunction with the merger of MB Financial, Inc. with and into Fifth Third Bancorp. This transaction resulted in the elimination of the noncontrolling interest in MB Financial, Inc. which was previously reported in the Bancorp’s Consolidated Financial Statements. The newly issued shares of Class B preferred stock, Series A were recognized by the Bancorp at the carrying value previously assigned to the MB Financial, Inc. Series C preferred stock prior to the transaction.
On September 17, 2019,July 30, 2020, the Bancorp issued in a registered public offering 10,000,000350,000 depositary shares, representing 10,00014,000 shares of 4.95%
4.50% fixed-rate reset non-cumulative
perpetual preferred stock, Series K,L, for net proceeds of approximately $242$346 million. Each preferred share has a $25,000 liquidation preference. Subject

For more information on the preferred stock offering, including disclosure on the redemption options, refer to any required regulatory approval,Note 25 of the Bancorp may redeem the Series K preferred shares at its option (i) in whole or in part, on any dividend payment date on or after September 30, 2024 and (ii) in whole, but not in part, at any time following a regulatory capital event. The Series K preferred shares are not convertible into Bancorp common shares or any other securities.Notes to Consolidated Financial Statements.

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 $0.94$1.08 and $0.74$0.94 during the years ended December 31, 2020 and 2019, and 2018, respectively. The Bancorp entered into or settled a number of accelerated share repurchase and open market share repurchase transactions during the years ended December 31, 2019 and 2018. Refer to Note 25 of the Notes to Consolidated Financial Statements for additional information on the accelerated share repurchase and open market share repurchase transactions.

The following table summarizes shares authorized for repurchase as part of publicly announced plans or programs:
         
TABLE 72: SHARE REPURCHASES
 
  
For the years ended December 31
 
2019
  
2018
 
  
Shares authorized for repurchase at January 1
  
60,564,282 
   
23,147,891 
 
Additional authorizations
(a)
  
80,474,957 
   
87,383,525 
 
Share repurchases
(b)
  
(64,601,891)
   
(49,967,134)
 
  
Shares authorized for repurchase at December 31
  
                76,437,348 
   
                60,564,282 
 
  
Average price paid per share
(b)
 $
26.05 
   
29.44 
 
  
TABLE 72: Share Repurchases
For the years ended December 3120202019
Shares authorized for repurchase at January 176,437,348 60,564,282 
Additional authorizations 80,474,957 
Share repurchases(a)
 (64,601,891)
Shares authorized for repurchase at December 3176,437,348 76,437,348 
Average price paid per share(a)
$ 26.05 
(a)Excludes 1,915,872 and 2,693,318 shares repurchased during the years ended December 31, 2020 and 2019, respectively, in connection with various employee compensation plans. These purchases are not included in the calculation for average price paid per share and do not count against the maximum number of shares that may yet be repurchased under the Board of Directors’ authorization.
(a)During the second quarter of 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. The authorization does not include specific price targets or an expiration date. This share repurchase authorization replaces the Board’s previous authorization pursuant to which approximately 20 million shares remained available for repurchase by the Bancorp.
(b)
Excludes
2,693,318
and 2,155,189 shares repurchased during the years ended
December 31, 2019
and 2018, respectively, in connection with various employee compensation plans. These purchases are not included in the calculation for average price paid per share and do not count against the maximum number of shares that may yet be repurchased under the Board of Directors’ authorization.

102126 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OFF-BALANCE
SHEET ARRANGEMENTS
In the ordinary course of business, the Bancorp enters into financial transactions that are considered
off-balance
sheet arrangements as they involve varying elements of market,interest rate, price, credit and liquidity risk in excess of the amounts recognized in the Bancorp’s Consolidated Balance Sheets. The Bancorp’s
off-balance
sheet arrangements include commitments, guarantees, contingent liabilities, guarantees and transactions with
non-consolidated
VIEs. A brief discussion of these transactions is as follows:

Commitments
The Bancorp has certain commitments to make future payments under contracts, including commitments to extend credit, letters of credit, forward contracts related to residential mortgage loans held for sale, letters of credit, purchase obligations, capital commitments for private equity investments and capital expenditures. Refer to Note 19 of the Notes to Consolidated Financial Statements for additional information on commitments.

Guarantees and Contingent Liabilities and Guarantees
The Bancorp has performance obligations upon the occurrence of certain events provided in certain contractual arrangements, including residential mortgage loans sold with representation and warranty provisions or credit recourse.provisions. Refer to Note 19 of the Notes to Consolidated Financial Statements for additional information on guaranteescontingent liabilities and contingent liabilities.
guarantees.

Transactions with
Non-consolidated
VIEs
The Bancorp engages in a variety of activities that involve VIEs, which are legal entities that lack sufficient equity to finance their activities, or the equity investors of the entities as a group lack any of the characteristics of a controlling interest. The investments in those entities in which the Bancorp was determined not to be the primary beneficiary but holds a variable interest in the entity are accounted for under the equity method of accounting or other accounting standards as appropriate and not consolidated. Refer to Note 13 of the Notes to Consolidated Financial Statements for additional information on
non-consolidated
VIEs.
103127 Fifth Third Bancorp


MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
Contractual Obligations and Other Commitments
The Bancorp has certain obligations and commitments to make future payments under contracts. The aggregate contractual obligations and commitments at December 31, 20192020 are shown in Table 73. As of December 31, 2019,2020, the Bancorp had unrecognized tax benefits that, if recognized, would impact the effective tax rate
in future periods. Due to the uncertainty of the amounts to be ultimately paid as well as the timing of such payments, all uncertain tax liabilities that have not been paid have been excluded from the following table. For further detail on the impact of income taxes, refer to Note 22 of the Notes to Consolidated Financial Statements.
TABLE 73: Contractual Obligations and Other Commitments
As of December 31, 2020 ($ in millions)Less than 1
year
1-3 years  3-5 years  Greater than
5 years
Total
Contractually obligated payments due by period:
 Deposits with no stated maturity(a)(b)
$154,032 — — — 154,032 
 Long-term debt(a)(c)
3,162 3,164 3,997 4,650 14,973 
 Time deposits(a)(d)
4,413 483 132 21 5,049 
 Forward contracts related to residential mortgage loans held for
     sale(f)
2,903 — — — 2,903 
 Short-term borrowings(a)(e)
1,492 — — — 1,492 
 Operating lease obligations(g)
86 155 123 246 610 
 Partnership investment commitments(h)
223 188 30 37 478 
 Purchase obligations and capital expenditures(j)
76 135 59 — 270 
 Finance lease obligations(g)
18 35 27 78 158 
 Pension benefit payments(i)
18 35 34 66 153 
Total contractually obligated payments due by period$166,423 4,195 4,402 5,098 180,118 
Other commitments by expiration period:
 Commitments to extend credit(k)
$26,372 23,567 16,997 7,646 74,582 
 Letters of credit(l)
1,098 565 318 1,982 
Total other commitments by expiration period$27,470 24,132 17,315 7,647 76,564 
(a)Interest-bearing obligations are principally used to fund interest-earning assets. Interest charges on contractual obligations were excluded from reported amounts, as the potential cash outflows would have corresponding cash inflows from interest-earning assets.
(b)Includes demand, interest checking, savings, money market and foreign office deposits. For additional information, refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A.
(c)Includes debt obligations with an original maturity of greater than one year. Refer to Note 18 of the Notes to Consolidated Financial Statements for additional information on these debt instruments.
(d)Includes other time deposits and certificates $100,000 and over. For additional information, refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A.
(e)Includes federal funds purchased and borrowings with an original maturity of less than one year. For additional information, refer to Note 17 of the Notes to Consolidated Financial Statements.
(f)Refer to Note 15 of the Notes to Consolidated Financial Statements for additional information on forward contracts to sell residential mortgage loans.
(g)Refer to Note 10 of the Notes to Consolidated Financial Statements for additional information on lease obligations.
(h)Includes LIHTC investments. For additional information, refer to Note 13 of the Notes to Consolidated Financial Statements.
(i)Refer to Note 23 of the Notes to Consolidated Financial Statements for additional information on pension obligations.
(j)Represents agreements to purchase goods or services and includes commitments to various general contractors for work related to banking center construction.
(k)Commitments to extend credit are agreements to lend, typically having fixed expiration dates or other termination clauses that may require payment of a fee. Many of the commitments to extend credit may expire without being drawn upon. The total commitment amounts include capital commitments for private equity investments and do not necessarily represent future cash flow requirements. For additional information, refer to Note 19 of the Notes to Consolidated Financial Statements.
(l)Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. For additional information, refer to Note 19 of the Notes to Consolidated Financial Statements.

                     
TABLE 73: CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
 
As of December 31, 2019 ($ in millions)
 
Less than 1
year
  
1-3
 years  
  
3-5
 years  
  
Greater than
5 years
  
Total    
 
Contractually obligated payments due by period:
               
 Deposits with no stated maturity
(a)(b)
 $
118,123
   
-
   
-
   
-
   
118,123
 
 Long-term debt
(a)(c)
  
2,172
   
5,271
   
2,853
   
4,674
   
14,970
 
 Time deposits
(a)(d)
  
7,714
   
1,100
   
118
   
7
   
8,939
 
 Short-term borrowings
(a)(e)
  
1,271
   
-
   
-
   
-
   
1,271
 
 Forward contracts related to residential mortgage loans held for sale
(f)
  
2,901
   
-
   
-
   
-
   
2,901
 
 Operating lease obligations
(g)
  
90
   
157
   
125
   
280
   
652
 
 Partnership investment commitments
(h)
  
230
   
131
   
28
   
39
   
428
 
 Pension benefit payments
(i)
  
16
   
34
   
33
   
70
   
153
 
 Purchase obligations and capital expenditures
(j)
  
133
   
58
   
6
   
-
   
197
 
 Finance lease obligations
(g)
  
6
   
10
   
4
   
26
   
46
 
Total contractually obligated payments due by period
 $
         132,656
   
6,761
   
3,167
   
5,096
   
147,680
 
Other commitments by expiration period:
               
 Commitments to extend credit
(k)
 $ 28,673   
16,263
   
22,654
   
8,181
   75,771 
 Letters of credit
(l)
  
1,022
   
518
   
592
   
5
   
2,137
 
Total other commitments by expiration period
 $ 29,695   
16,781
   
23,246
   
8,186
   77,908 
(a)Interest-bearing obligations are principally used to fund interest-earning assets. Interest charges on contractual obligations were excluded from reported amounts, as the potential cash outflows would have corresponding cash inflows from interest-earning assets.
(b)Includes demand, interest checking, savings, money market and foreign office deposits. For additional information, refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A.
(c)Includes debt obligations with an original maturity of greater than one year. Refer to Note 18 of the Notes to Consolidated Financial Statements for additional information on these debt instruments.
(d)Includes other time deposits and certificates $100,000 and over. For additional information, refer to the Deposits subsection of the Balance Sheet Analysis section of MD&A.
(e)Includes federal funds purchased and borrowings with an original maturity of less than one year. For additional information, refer to Note 17 of the Notes to Consolidated Financial Statements.
(f)Refer to Note 15 of the Notes to Consolidated Financial Statements for additional information on forward contracts to sell residential mortgage loans.
(g)Refer to Note 10 of the Notes to Consolidated Financial Statements for additional information on lease obligations.
(h)Includes LIHTC and New Markets Tax Credit investments. For additional information, refer to Note 13 of the Notes to Consolidated Financial Statements.
(i)Refer to Note 23 of the Notes to Consolidated Financial Statements for additional information on pension obligations.
(j)Represents agreements to purchase goods or services and includes commitments to various general contractors for work related to banking center construction.
(k)Commitments to extend credit are agreements to lend, typically having fixed expiration dates or other termination clauses that may require payment of a fee. Many of the commitments to extend credit may expire without being drawn upon. The total commitment amounts include capital commitments for private equity investments and do not necessarily represent future cash flow requirements. For additional information, refer to Note 19 of the Notes to Consolidated Financial Statements.
(l)Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. For additional information, refer to Note 19 of the Notes to Consolidated Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This information is set forth in the MarketInterest Rate and Price Risk Management section of Item 7 of this Report on pages
93-
98 114-119 and is incorporated herein by reference. This information contains certain statements that we believe are forward-looking statements. Refer to page 19 for cautionary information regarding forward-looking statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
104 ��128 Fifth Third Bancorp

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Fifth Third Bancorp:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fifth Third Bancorp and subsidiaries (the “Bancorp”) as of December 31, 20192020 and 2018,2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2019,2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Bancorp as of December 31, 20192020 and 2018,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2020, in conformity with accounting principles generally accepted in the United States.States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Bancorp’s internal control over financial reporting as of December 31, 2019,2020, based on the criteria established in
Internal Control—Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2020February 26, 2021 expressed an unqualified opinion on the Bancorp’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 1 to the Consolidated Financial Statements, the Bancorp has changed its method of accounting for financial assets measured at amortized cost in 2020 due to adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

Basis for Opinion

These financial statements are the responsibility of the Bancorp’s management. Our responsibility is to express an opinion on the Bancorp’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bancorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Loan and Lease Losses (“ALLL”) — Commercial Portfolio Segment Qualitative Factors — Commercial Loans—Refer to Note 1 and Note 7 of the Notes to Consolidated Financial Statements

Critical Audit Matter Description

The Bancorp maintains the ALLL to absorb probable loanthe amount of credit losses that are expected to be incurred over the remaining contractual terms of the related loans and lease losses inherent in its portfolio segments.
leases. The Bancorp’s current methodology for determining the ALLL is basedincludes an estimate of expected credit losses on historical loss rates, current credit grades, impaired commercial credits,a collective basis for groups of loans and adjustedleases with similar risk characteristics and specific allowances for qualitative factors. Historical credit loss ratesloans and leases which are applied to commercialindividually evaluated.

For loans that are not impaired orindividually evaluated, the Bancorp develops its estimate of expected credit losses using quantitative models, subject to certain qualitative adjustments. The expected credit loss models consider historical credit loss experience, current market and economic conditions, and forecasted changes in market and economic conditions to the extent such forecasts are considered reasonable and supportable.
129 Fifth Third Bancorp

Qualitative factors are used to capture characteristics in the portfolio that impact expected credit losses but that are not subject to specific allowance allocations. Thefully captured within the Bancorp’s quantitative models.

At December 31, 2020, the key qualitative factors included adjustments associated with the current economic environment and the COVID-19 pandemic. These qualitative factors address the incremental loss exposures relating to commercial borrowers in certain industries which have been severely impacted by the COVID-19 pandemic or are otherwise experiencing prolonged distress. The qualitative factors also include adjustments for changes in policies or procedures in underwriting, monitoring or collections, economic conditions, estimatedan adjustment to address the impact of unemployment metrics on the expected credit loss emergence period, and specific portfolio loans backed by enterprise valuations and private equity sponsors.
models.

The ALLL for the commercial portfolio segment was $710 million$1.5 billion at December 31, 2019,2020, which includes adjustments for the qualitative factors noted above.

Considering the estimation and judgment in determining adjustments for such qualitative factors, our audit of the ALLL and the related disclosures involved subjective judgment with regard toabout the qualitative adjustments to the commercial portfolio segment ALLL.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the qualitative adjustments for the commercial portfolio segment ALLL included the following, among others:

We tested the effectiveness of the Bancorp’s controls over the qualitative adjustments to the ALLL for the commercial portfolio segment.
We tested the effectiveness of the Bancorp’s controls over the qualitative adjustments to the ALLL.
We assessed the reasonableness of, and evaluated support for, key qualitative adjustments based on market conditions, external market data and commercial portfolio performance metrics.
We tested the completeness and accuracy and evaluated the relevance of the key data used as inputs to the direct impact qualitative adjustment estimation process, including:
Portfolio segment loan balances and other borrower-specific data
Relevant macroeconomic indicators and data
With the assistance of our credit specialists, we evaluated the methodology and tested the mathematical accuracy of the underlying support used as a basis for the qualitative adjustments.

We assessed the reasonableness of, and evaluated support for, key qualitative adjustments based on market conditions and/or commercial portfolio performance metrics.
105  Fifth Third Bancorp

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We tested the completeness and accuracy and evaluated the relevance of the key data used as inputs to the qualitative adjustment estimation process, including:
¡Commercial portfolio segment loan balances by class
¡Commercial portfolio segment net losses
charged-off
¡Relevant macroeconomic indicators
¡Relevant internal loan portfolio data
With the assistance of our credit specialists, we tested the mathematical accuracy of the underlying support used as a basis for the qualitative adjustments to the historical loss rates.
We evaluated the Bancorp’s historical qualitative factor estimation process by comparing actual commercial loan losses to the ALLL recorded in historical periods for the commercial portfolio segment, inclusive of these qualitative adjustments.
/s/ Deloitte & Touche LLP

Cincinnati, Ohio
February 26, 2021
March 2, 2020
We have served as the Company’s auditor since 1970.
106130 Fifth Third Bancorp


CONSOLIDATED BALANCE SHEETS
  
As of December 31 ($ in millions, except share data)
 
2019
  
2018
 
  
  
Assets
      
Cash and due from banks
 $
3,278
   
2,681
 
Other short-term investments
(a)
  
1,950
   
1,825
 
Available-for-sale
debt and other securities
(b)
  
36,028
   
32,830
 
Held-to-maturity
securities
(c)
  
17
   
18
 
Trading debt securities
  
297
   
287
 
Equity securities
  
564
   
452
 
Loans and leases held for sale
(d)
  
1,400
   
607
 
Portfolio loans and leases
(a)(e)
  
109,558
   
95,265
 
Allowance for loan and lease losses
(a)
  
(1,202)
   
(1,103)
 
  
Portfolio loans and leases, net
  
108,356
   
94,162
 
Bank premises and equipment
(f)
  
1,995
   
1,861
 
Operating lease equipment
  
848
   
518
 
Goodwill
  
4,252
   
2,478
 
Intangible assets
  
201
   
40
 
Servicing rights
  
993
   
938
 
Other assets
(a)
  
9,190
   
7,372
 
  
Total Assets
 $
169,369
   
146,069
 
  
Liabilities
      
Deposits:
      
Noninterest-bearing deposits
 $
35,968
   
32,116
 
Interest-bearing deposits
  
91,094
   
76,719
 
  
Total deposits
  
127,062
   
108,835
 
Federal funds purchased
  
260
   
1,925
 
Other short-term borrowings
  
1,011
   
573
 
Accrued taxes, interest and expenses
  
2,441
   
1,562
 
Other liabilities
(a)
  
2,422
   
2,498
 
Long-term debt
(a)
  
14,970
   
14,426
 
  
Total Liabilities
 $
148,166
   
129,819
 
  
Equity
      
Common stock
(g)
 $
2,051
   
2,051
 
Preferred stock
(h)
  
1,770
   
1,331
 
Capital surplus
  
3,599
   
2,873
 
Retained earnings
  
18,315
   
16,578
 
Accumulated other comprehensive income (loss)
  
1,192
   
(112)
 
Treasury stock
(g)
  
(5,724)
   
(6,471)
 
  
Total Bancorp shareholders’ equity
 $
21,203
   
16,250
 
Noncontrolling interests
  
-
   
-
 
  
Total Equity
  
21,203
   
16,250
 
  
  
Total Liabilities and Equity
 $
169,369
   
146,069
 
  

As of December 31 ($ in millions, except share data)20202019
Assets
Cash and due from banks$3,147 3,278 
Other short-term investments(a)
33,399 1,950 
Available-for-sale debt and other securities(b)
37,513 36,028 
Held-to-maturity securities(c)
11 17 
Trading debt securities560 297 
Equity securities313 564 
Loans and leases held for sale(d)
4,741 1,400 
Portfolio loans and leases(a)(e)
108,782 109,558 
Allowance for loan and lease losses(a)
(2,453)(1,202)
Portfolio loans and leases, net106,329 108,356 
Bank premises and equipment(f)
2,088 1,995 
Operating lease equipment777 848 
Goodwill4,258 4,252 
Intangible assets139 201 
Servicing rights656 993 
Other assets(a)
10,749 9,190 
Total Assets$204,680 169,369 
Liabilities
Deposits:
Noninterest-bearing deposits$57,711 35,968 
Interest-bearing deposits(g)
101,370 91,094 
Total deposits159,081 127,062 
Federal funds purchased300 260 
Other short-term borrowings1,192 1,011 
Accrued taxes, interest and expenses2,614 2,441 
Other liabilities(a)
3,409 2,422 
Long-term debt(a)
14,973 14,970 
Total Liabilities$181,569 148,166 
Equity
Common stock(h)
$2,051 2,051 
Preferred stock(i)
2,116 1,770 
Capital surplus3,635 3,599 
Retained earnings18,384 18,315 
Accumulated other comprehensive income2,601 1,192 
Treasury stock(h)
(5,676)(5,724)
Total Equity$23,111 21,203 
Total Liabilities and Equity$204,680 169,369 
(a)Includes $55 and $74 of other short-term investments, $756 and $1,354 of portfolio loans and leases, $(7) and $(7) of ALLL, $5 and $8 of other assets, $2 and $2 of other liabilities and $656 and $1,253 of long-term debt from consolidated VIEs that are included in their respective captions above at December 31, 2020 and 2019, respectively. For further information, refer to Note 13.
(b)Amortized cost of $34,982 and $34,966 at December 31, 2020 and 2019, respectively.
(c)Fair value of $11 and $17 at December 31, 2020 and 2019, respectively.
(d)Includes $1,481and $1,264 of residential mortgage loans held for sale measured at fair value at December 31, 2020 and 2019, respectively.
(e)Includes $161 and $183 of residential mortgage loans measured at fair value at December 31, 2020 and 2019, respectively.
(f)Includes$35 and $27 of bank premises and equipment held for sale at December 31, 2020 and 2019, respectively. For further information, refer to Note 8.
(a)
Includes
$74
and $40 of other short-term investments,
$1,354
and $668 of portfolio loans and leases,
$(7)
and $(4) of ALLL,
$8
and $5 of other assets,
$2
and $1 of other liabilities and
$1,253
and $606 of long-term debt from consolidated VIEs that are included in their respective captions above at
December 31, 2019
and 2018, respectively. For further information, refer to Note 13.
(g)Includes $351 of interest checking deposits held for sale at December 31, 2020.
(h)Common shares: Stated value $2.22 per share; authorized 2,000,000,000; outstanding at December 31, 2020 – 712,760,325 (excludes 211,132,256 treasury shares), 2019 – 708,915,629 (excludes 214,976,952 treasury shares).
(i)500,000 shares of no par value preferred stock were authorized at both December 31, 2020 and 2019. There were 422,000 and 436,000 unissued shares of undesignated no par value preferred stock at December 31, 2020 and 2019, respectively. 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 December 31, 2020 and 2019. There were 300,000 unissued shares of undesignated no par value Class B preferred stock at both December 31, 2020 and 2019. Each issued share of no par value Class B preferred stock has a liquidation preference of $1,000.

(b)
Amortized cost of
$34,966
and $33,128 at
December 31, 2019
and 2018, respectively.
(c)
Fair value of
$17
and $18 at
December 31, 2019
and 2018, respectively.
(d)
Includes
$1,264
and $537 of residential mortgage loans held for sale measured at fair value and
$0
and $7 of commercial loans held for sale measured at fair value at
December 31, 2019
and 2018, respectively.
(e)
Includes
$183
and $179
of residential mortgage loans measured at fair value at
December 31, 2019
and 2018, respectively.
(f)
Includes
$27
and $42 of bank premises and equipment held for sale at
December 31, 2019
and 2018, respectively. For further information, refer to Note 8.
(g)
Common shares: Stated value $2.22 per share; authorized 2,000,000,000; outstanding at
December 31, 2019 – 708,915,629
(excludes
214,976,952
treasury shares),
2018 – 646,630,857 (excludes 277,261,724 treasury shares).
(h)
500,000
shares of no par value preferred stock were authorized at both
December 31, 2019
and 2018. There were
436,000
and 446,000 unissued shares of undesignated no par value preferred stock at
December 31, 2019
and 2018, respectively. Each issued share of undesignated 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
December 31, 2019
. There were
300,000
unissued shares of undesignated no par value Class B preferred stock at
December 31, 2019
. Each issued share of no par value Class B preferred stock has a liquidation preference of $1,000.
Refer to the Notes to Consolidated Financial Statements.

107131 Fifth Third Bancorp


CONSOLIDATED STATEMENTS OF INCOME
             
  
For the years ended December 31 ($ in millions, except share data)
 
2019
  
2018      
  
2017      
 
  
Interest Income
         
Interest and fees on loans and leases
 $
5,051
   
4,078
   
3,478
 
Interest on securities
  
1,162
   
1,080
   
996
 
Interest on other short-term investments
  
41
   
25
   
15
 
  
Total interest income
  
6,254
   
5,183
   
4,489
 
Interest Expense
         
Interest on deposits
  
892
   
538
   
277
 
Interest on federal funds purchased
  
29
   
30
   
6
 
Interest on other short-term borrowings
  
28
   
29
   
30
 
Interest on long-term debt
  
508
   
446
   
378
 
  
Total interest expense
  
1,457
   
1,043
   
691
 
  
Net Interest Income
  
4,797
   
4,140
   
3,798
 
Provision for credit losses
  
471
   
207
   
261
 
  
Net Interest Income After Provision for Credit Losses
  
4,326
   
3,933
   
3,537
 
Noninterest Income
         
Corporate banking revenue
  
570
   
438
   
353
 
Service charges on deposits
  
565
   
549
   
554
 
Wealth and asset management revenue
  
487
   
444
   
419
 
Card and processing revenue
  
360
   
329
   
313
 
Mortgage banking net revenue
  
287
   
212
   
224
 
Other noninterest income
  
1,224
   
887
   
1,357
 
Securities gains (losses), net
  
40
   
(54
)  
2
 
Securities gains (losses), net -
non-qualifying
hedges on mortgage servicing rights
  
3
   
(15
)  
2
 
  
Total noninterest income
  
3,536
   
2,790
   
3,224
 
Noninterest Expense
         
Salaries, wages and incentives
  
2,001
   
1,783
   
1,633
 
Employee benefits
  
417
   
332
   
356
 
Technology and communications
  
422
   
285
   
245
 
Net occupancy expense
  
332
   
292
   
295
 
Card and processing expense
  
130
   
123
   
129
 
Equipment expense
  
129
   
123
   
117
 
Other noninterest expense
  
1,229
   
1,020
   
1,007
 
  
Total noninterest expense
  
4,660
   
3,958
   
3,782
 
  
Income Before Income Taxes
  
3,202
   
2,765
   
2,979
 
Applicable income tax expense
  
690
   
572
   
799
 
  
Net Income
  
2,512
   
2,193
   
2,180
 
Less: Net income attributable to noncontrolling interests
  
-
   
-
   
-
 
  
Net Income Attributable to Bancorp
  
2,512
   
2,193
   
2,180
 
Dividends on preferred stock
  
93
   
75
   
75
 
  
  
Net Income Available to Common Shareholders
 $
2,419
   
2,118
   
2,105
 
  
Earnings per share - basic
 $
3.38
   
3.11
   
2.86
 
Earnings per share - diluted
 $
3.33
   
3.06
   
2.81
 
  
Average common shares outstanding - basic
  
710,433,611
   
673,346,168
   
728,289,200
 
Average common shares outstanding - diluted
  
720,065,498
   
685,488,498
   
740,691,433
 
  
  

For the years ended December 31 ($ in millions, except share data)202020192018
Interest Income
Interest and fees on loans and leases$4,424 5,051 4,078 
Interest on securities1,119 1,162 1,080 
Interest on other short-term investments29 41 25 
Total interest income5,572 6,254 5,183 
Interest Expense
Interest on deposits322 892 538 
Interest on federal funds purchased2 29 30 
Interest on other short-term borrowings14 28 29 
Interest on long-term debt452 508 446 
Total interest expense790 1,457 1,043 
Net Interest Income4,782 4,797 4,140 
Provision for credit losses1,097 471 207 
Net Interest Income After Provision for Credit Losses3,685 4,326 3,933 
Noninterest Income(a)
Service charges on deposits559 565 549 
Commercial banking revenue528 460 408 
Wealth and asset management revenue520 487 444 
Card and processing revenue352 360 329 
Mortgage banking net revenue320 287 212 
Leasing business revenue276 270 114 
Other noninterest income211 1,064 803 
Securities gains (losses), net62 40 (54)
Securities gains (losses), net - non-qualifying hedges on mortgage servicing rights2 (15)
Total noninterest income2,830 3,536 2,790 
Noninterest Expense(a)
Compensation and benefits2,590 2,418 2,115 
Technology and communications362 422 285 
Net occupancy expense350 332 292 
Leasing business expense140 133 76 
Equipment expense130 129 123 
Card and processing expense121 130 123 
Marketing expense104 162 147 
Other noninterest expense921 934 797 
Total noninterest expense4,718 4,660 3,958 
Income Before Income Taxes1,797 3,202 2,765 
Applicable income tax expense370 690 572 
Net Income1,427 2,512 2,193 
Dividends on preferred stock104 93 75 
Net Income Available to Common Shareholders$1,323 2,419 2,118 
Earnings per share - basic$1.84 3.38 3.11 
Earnings per share - diluted$1.83 3.33 3.06 
Average common shares outstanding - basic714,729,585 710,433,611 673,346,168 
Average common shares outstanding - diluted719,735,415 720,065,498 685,488,498 
(a)During the first quarter of 2020, certain noninterest income and noninterest expense line items were reclassified to better align disclosures to business activities. These reclassifications were retrospectively applied to all prior periods presented. Total noninterest income and noninterest expense did not change as a result of these reclassifications.

Refer to the Notes to Consolidated Financial Statements.
108132 Fifth Third Bancorp


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
             
  
For the years ended December 31 ($ in millions)
 
      2019
  
2018
  
2017
 
  
Net Income
 $
2,512
   
2,193
   
2,180
 
Other Comprehensive Income (Loss), Net of Tax:
         
Unrealized gains (losses) on
available-for-sale
debt securities:
         
Unrealized holding gains (losses) arising during the year
  
1,046
   
(371
)  
21
 
Reclassification adjustment for net (gains) losses included in net income
  
(7
)  
9
   
4
 
Unrealized gains (losses) on cash flow hedge derivatives:
         
Unrealized holding gains (losses) arising during the year
  
275
   
169
   
(7
)
Reclassification adjustment for net (gains) losses included in net income
  
(13
)  
2
   
(12)
 
Defined benefit pension plans, net:
         
Net actuarial (loss) gain arising during the year
  
(5
)  
1
   
1
 
Reclassification of amounts to net periodic benefit costs
  
8
   
7
   
7
 
  
Other comprehensive income (loss), net of tax
  
1,304
   
(183
)  
14
 
  
Comprehensive Income
  
3,816
   
2,010
   
2,194
 
Less: Comprehensive income attributable to noncontrolling interests
  
-
   
-
   
-
 
  
Comprehensive Income Attributable to Bancorp
 $
3,816
   
2,010
   
2,194
 
  
  

For the years ended December 31 ($ in millions)202020192018
Net Income$1,427 2,512 2,193 
Other Comprehensive Income (Loss), Net of Tax:
Unrealized gains (losses) on available-for-sale debt securities:
Unrealized holding gains (losses) arising during the year1,153 1,046 (371)
Reclassification adjustment for net (gains) losses included in net income(34)(7)
Unrealized gains on cash flow hedge derivatives:
Unrealized holding gains arising during the year483 275 169 
Reclassification adjustment for net (gains) losses included in net income(187)(13)
Defined benefit pension plans, net:
Net actuarial (loss) gain arising during the year(9)(5)
Reclassification of amounts to net periodic benefit costs7 
Other(4)
Other comprehensive income (loss), net of tax1,409 1,304 (183)
Comprehensive Income$2,836 3,816 2,010 

Refer to the Notes to Consolidated Financial Statements.
109133 Fifth Third Bancorp


CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
                                     
  
 
Bancorp Shareholders’ Equity
     
($ in millions, except per share data)
 
Common
Stock
  
Preferred
Stock
  
Capital
Surplus
  
Retained
Earnings
  
Accumulated
Other
Comprehensive
Income (Loss)
  
Treasury
Stock
  
Total
Bancorp
Shareholders’
Equity
  
Non-
Controlling
Interests
  
Total    
Equity    
  
  
Balance at December 31, 2016
 $
 
 
 
 
 
 
 
2,051
   
1,331
   
2,756
   
13,290
   
59
   
(3,433
)  
16,054
   
27
   
16,081
 
Net income
           
2,180
         
2,180
      
2,180
 
Other comprehensive income, net of tax              
14
      
14
      
14
 
Cash dividends declared:
                           
Common stock
(a)
           
(436
)        
(436
)     
(436)
 
Preferred stock
(b)
           
(75
)        
(75
)     
(75)
 
Shares acquired for treasury
        
(17
)        
(1,588
)  
(1,605
)     
(1,605)
 
Impact of stock transactions under stock compensation plans, net
        
51
         
16
   
67
      
67
 
Other
           
(2
)     
3
   
1
   
(7
)  
(6)
 
  
Balance at December 31, 2017
 $
2,051
   
1,331
   
2,790
   
14,957
   
73
   
(5,002
)  
16,200
   
20
   
16,220
 
Impact of cumulative effect of change in accounting principles
           
6
   
(2
)     
4
      
4
 
  
Balance at January 1, 2018
  
2,051
   
1,331
   
2,790
   
14,963
   
71
   
(5,002
)  
16,204
   
20
   
16,224
 
Net income
           
2,193
         
2,193
      
2,193
 
Other comprehensive loss, net of tax              
(183
)     
(183
)     
(183)
 
Cash dividends declared:
                           
Common stock
(a)
           
(499
)        
(499
)     
(499)
 
Preferred stock
(b)
           
(75
)        
(75
)     
(75)
 
Shares acquired for treasury
        
41
         
(1,494
)  
(1,453
)     
(1,453)
 
Impact of stock transactions under stock compensation plans, net
        
42
         
23
   
65
      
65
 
Other
           
(4
)     
2
   
(2
)  
(20
)  
(22)
 
  
Balance at December 31, 2018
 $
2,051
   
1,331
   
2,873
   
16,578
   
(112
)  
(6,471
)  
16,250
   
-
   
16,250
 
Impact of cumulative effect of change in accounting principle
(c)
           
10
         
10
      
10
 
  
Balance at January 1, 2019
  
2,051
   
1,331
   
2,873
   
16,588
   
(112
)  
(6,471
)  
16,260
   
-
   
16,260
 
Net income
           
2,512
         
2,512
      
2,512
 
Other comprehensive income, net of tax
              
1,304
      
1,304
      
1,304
 
Cash dividends declared:
                           
Common stock
(a)
           
(691
)        
(691
)     
(691)
 
Preferred stock
(b)
           
(93
)        
(93
)     
(93)
 
Shares acquired for treasury
                 
(1,763
)  
(1,763
)     
(1,763)
 
Issuance of preferred stock
     
242
               
242
      
242
 
Conversion of outstanding preferred stock issued by a Bancorp subsidiary
     
197
               
197
   
(197
)  
-
 
Impact of MB Financial, Inc. acquisition
        
712
         
2,447
   
3,159
   
197
   
3,356
 
Impact of stock transactions under stock compensation plans, net
        
14
   
2
      
56
   
72
      
72
 
Other
           
(3
)     
7
   
4
      
4
 
  
  
Balance at December 31, 2019
 $
2,051
   
1,770
   
3,599
   
18,315
   
1,192
   
(5,724
)  
21,203
   
-
   
21,203
 
  

Bancorp Shareholders’ Equity
($ in millions, except per share data)Common
Stock
Preferred
Stock
Capital
Surplus
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Total
Bancorp
Shareholders’
Equity
Non-
Controlling
Interests
Total Equity
Balance at December 31, 2017$2,051 1,331 2,790 14,957 73 (5,002)16,200 20 16,220 
Impact of cumulative effect of change in accounting principle(2)
Balance at January 1, 2018$2,051 1,331 2,790 14,963 71 (5,002)16,204 20 16,224 
Net income2,193 2,193 2,193 
Other comprehensive loss, net of tax(183)(183)(183)
Cash dividends declared:
Common stock ($0.74 per share)(499)(499)(499)
Preferred stock:(a)
         Series H ($1,275.00 per share)(30)(30)(30)
         Series I ($1,656.24 per share)(30)(30)(30)
         Series J ($1,225.00 per share)(15)(15)(15)
Shares acquired for treasury41 (1,494)(1,453)(1,453)
Impact of stock transactions under stock compensation plans, net42 23 65 65 
Other(4)(2)(20)(22)
Balance at December 31, 2018$2,051 1,331 2,873 16,578 (112)(6,471)16,250 16,250 
Impact of cumulative effect of change in accounting principle10 10 10 
Balance at January 1, 2019$2,051 1,331 2,873 16,588 (112)(6,471)16,260 16,260 
Net income2,512 2,512 2,512 
Other comprehensive income, net of tax1,304 1,304 1,304 
Cash dividends declared:
Common stock ($0.94 per share)(691)(691)(691)
Preferred stock:(a)
         Series H ($1,275.00 per share)(30)(30)(30)
         Series I ($1,656.24 per share)(30)(30)(30)
         Series J ($1,559.42 per share)(19)(19)(19)
         Series K ($357.50 per share)(4)(4)(4)
         Class B, Series A ($20.83 per share)(4)(4)(4)
         Other(b) ($30.00 per share)
(6)(6)(6)
Shares acquired for treasury(1,763)(1,763)(1,763)
Issuance of preferred stock242 242 242 
Conversion of outstanding preferred stock issued by a Bancorp subsidiary197 197 (197)
Impact of MB Financial, Inc. acquisition712 2,447 3,159 197 3,356 
Impact of stock transactions under stock compensation plans, net14 56 72 72 
Other(3)
Balance at December 31, 2019$2,051 1,770 3,599 18,315 1,192 (5,724)21,203 21,203 















134 Fifth Third Bancorp

(a)
For the years ended
December 31, 2019
, 2018 and 2017, dividends declared per common share were
$0.94
, $0.74 and $0.60, respectively.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (continued)

Bancorp Shareholders’ Equity
($ in millions, except per share data)Common
Stock
Preferred
Stock
Capital
Surplus
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Treasury
Stock
Total
Bancorp
Shareholders’
Equity
Non-
Controlling
Interests
Total Equity
Balance at December 31, 2019$2,051 1,770 3,599 18,315 1,192 (5,724)21,203 0 21,203 
Impact of cumulative effect of change in accounting principle(c)
(472)(472)(472)
Balance at January 1, 2020$2,051 1,770 3,599 17,843 1,192 (5,724)20,731 0 20,731 
Net income1,427 1,427 1,427 
Other comprehensive income, net of tax1,409 1,409 1,409 
Cash dividends declared:
Common stock ($1.08 per share)(780)(780)(780)
Preferred stock:(a)
         Series H ($1,275.00 per share)(31)(31)(31)
         Series I ($1,656.24 per share)(30)(30)(30)
         Series J ($1,043.48 per share)(12)(12)(12)
         Series K ($1,237.52 per share)(12)(12)(12)
         Series L ($468.75 per share)(7)(7)(7)
         Class B, Series A ($60.00 per share)(12)(12)(12)
Issuance of preferred stock346 346 346 
Impact of stock transactions under stock compensation plans, net36 046 82 82 
Other(2)2 0 0 
Balance at December 31, 2020$2,051 2,116 3,635 18,384 2,601 (5,676)23,111 0 23,111 
(b)
For the years ended
December 31, 2019
, 2018 and 2017, dividends were
$1,275.00
per preferred share for Perpetual Preferred Stock, Series H and
$1,656.24
per preferred share for Perpetual Preferred Stock, Series I. For the years ended
December 31, 2019
, 2018 and 2017, dividends per preferred share for Perpetual Preferred Stock, Series J were
$1,559.42
, $1,225.00 and $1,225.00, respectively. For the year ended
December 31, 2019
, dividends were
$357.50
per preferred share for Perpetual Preferred Stock, Series K,
$20.83
per preferred share for Perpetual Class B Preferred Stock, Series A and
$30.00
per preferred share for Perpetual Preferred Stock, Series C, of MB Financial, Inc., previously a subsidiary of the Bancorp.
(a)Refer to Note 25 for further information on dividends declared for preferred stock.
(b)Dividends declared for Perpetual Preferred Stock, Series C, of MB Financial, Inc., previously a subsidiary of the Bancorp.
(c)Related to the adoption of ASU 2016-13 as of January 1, 2020. Refer to Note 1 for additional information.

(c)
Related to the adoption of ASU
2016-02
as of January 1, 2019. Refer to Note 1 for additional information.
Refer to the Notes to Consolidated Financial Statements.
110135 Fifth Third Bancorp


CONSOLIDATED STATEMENTS OF CASH FLOWS
  
For the years ended December 31 ($ in millions)
 
2019
  
2018
  
2017
 
  
  
Operating Activities
         
Net income
 $
2,512
   
2,193
   
2,180
 
Adjustments to reconcile net income to net cash provided by operating activities:
         
Provision for credit losses
  
471
   
207
   
261
 
Depreciation, amortization and accretion
  
472
   
360
   
341
 
Stock-based compensation expense
  
132
   
127
   
118
 
(Benefit from) provision for deferred income taxes
  
(246
)  
30
   
(252)
 
Securities (gains) losses, net
  
(47
)  
54
   
(3)
 
Securities (gains) losses,
net-non-qualifying
hedges on mortgage servicing rights
  
(3
)  
15
   
(2)
 
MSR fair value adjustment
  
376
   
83
   
122
 
Net gains on sales of loans and fair value adjustments on loans held for sale
  
(137
)  
(71
)  
(108)
 
Net losses on disposition and impairment of bank premises and equipment
  
23
   
43
   
-
 
Net losses (gains) on disposition and impairment of operating lease equipment
  
1
   
(6
)  
39
 
Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.
  
-
   
(414
)  
-
 
Gain on sale of Worldpay, Inc. shares
  
(562
)  
(205
)  
(1,037)
 
Gain on the TRA associated with Worldpay, Inc.
  
(346
)  
(20
)  
(44)
 
Proceeds from sales of loans held for sale
  
8,157
   
5,199
   
6,453
 
Loans originated or purchased for sale, net of repayments
  
(8,896
)  
(5,378
)  
(6,054)
 
Dividends representing return on equity investments
  
66
   
12
   
46
 
Net change in:
         
Trading debt and equity securities
  
(29
)  
132
   
(442)
 
Other assets
  
20
   
303
   
(22)
 
Accrued taxes, interest and expenses
  
(49
  
147
   
(138)
 
Other liabilities
  
(91
)  
45
   
22
 
  
Net Cash Provided by Operating Activities
  
1,824
   
2,856
   
1,480
 
 
 
 
Investing Activities
         
Proceeds from sales:
         
Available-for-sale securities and other investments
  
10,596
   
12,430
   
12,637
 
Loans and leases
  
259
   
305
   
164
 
Bank premises and equipment
  
90
   
57
   
40
 
Proceeds from repayments / maturities:
         
Available-for-sale securities and other investments
  
2,267
   
1,845
   
2,331
 
Held-to-maturity
securities
  
4
   
6
   
3
 
Purchases:
         
Available-for-sale securities and other investments
  
(13,959
)  
(16,207
)  
(15,295)
 
Bank premises and equipment
  
(243
)  
(192
)  
(200)
 
MSRs
  
(26
)  
(82
)  
(109)
 
Proceeds from settlement of BOLI
  
28
   
16
   
14
 
Proceeds from sales and dividends representing return of equity investments
  
1,057
   
604
   
1,363
 
Net cash received (paid) on acquisitions
  
1,210
   
(43
)  
(44)
 
Net change in:
         
Federal funds sold
  
35
   
-
   
-
 
Other short-term investments
  
(647
)  
928
   
1
 
Loans and leases
  
(1,407
)  
(3,866
)  
(446)
 
Operating lease equipment
  
(61
)  
58
   
(31)
 
  
Net Cash (Used in) Provided by Investing Activities
  
(797
)  
(4,141
)  
428
 
  
Financing Activities
         
Net change in:
         
Deposits
  
3,742
   
5,673
   
(659)
 
Federal funds purchased
  
(1,665
)  
1,751
   
42
 
Other short-term borrowings
  
171
   
(3,439
)  
477
 
Dividends paid on common stock
  
(660
)  
(467
)  
(430)
 
Dividends paid on preferred stock
  
(93
)  
(98
)  
(75)
 
Proceeds from issuance of long-term debt
  
3,866
   
2,438
   
2,490
 
Repayment of long-term debt
  
(4,212
)  
(2,884
)  
(1,969)
 
Repurchases of treasury stock and related forward contracts
  
(1,763
)  
(1,453
)  
(1,605)
 
Issuance of preferred stock
  
242
   
-
   
-
 
Other
  
(58
)  
(69
)  
(57)
 
  
Net Cash (Used in) Provided by Financing Activities
  
(430
)  
1,452
   
(1,786)
 
  
Increase in Cash and Due from Banks
  
597
   
167
   
122
 
Cash and Due from Banks at Beginning of Period
  
2,681
   
2,514
   
2,392
 
  
Cash and Due from Banks at End of Period
 $
3,278
   
2,681
   
2,514
 
  
  

For the years ended December 31 ($ in millions)202020192018
Operating Activities
Net income$1,427 2,512 2,193 
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses1,097 471 207 
Depreciation, amortization and accretion492 472 360 
Stock-based compensation expense123 132 127 
(Benefit from) provision for deferred income taxes(162)(246)30 
Securities (gains) losses, net(69)(50)69 
MSR fair value adjustment565 376 83 
Net gains on sales of loans and fair value adjustments on loans held for sale(291)(137)(71)
Net losses on disposition and impairment of bank premises and equipment31 23 43 
Net (gains) losses on disposition and impairment of operating lease equipment(5)(6)
Gain related to Vantiv, Inc.s acquisition of Worldpay Group plc.
0 (414)
     Gain on sale of Worldpay, Inc. shares0 (562)(205)
     Gain on the TRA associated with Worldpay, Inc.(74)(346)(20)
Proceeds from sales of loans held for sale12,481 8,157 5,199 
Loans originated or purchased for sale, net of repayments(14,767)(8,896)(5,378)
Dividends representing return on equity investments17 66 12 
Net change in:
Equity and trading debt securities12 (29)132 
Other assets(855)20 303 
Accrued taxes, interest and expenses and other liabilities349 (140)192 
Net Cash Provided by Operating Activities371 1,824 2,856 
Investing Activities
Proceeds from sales:
AFS securities and other investments1,743 10,596 12,430 
Loans and leases157 259 305 
Bank premises and equipment33 90 57 
Proceeds from repayments / maturities of AFS and HTM securities and other investments3,646 2,271 1,851 
Purchases:
AFS securities and other investments(5,266)(13,959)(16,207)
Bank premises and equipment(305)(243)(192)
MSRs(44)(26)(82)
Proceeds from settlement of BOLI19 28 16 
Proceeds from sales and dividends representing return of equity investments69 1,057 604 
Net cash (paid) received for acquisitions and divestitures(4)1,210 (43)
Net change in:
Other short-term investments and federal funds sold(31,446)(612)928 
Portfolio loans and leases(451)(1,407)(3,866)
Operating lease equipment(53)(61)58 
Net Cash Used in Investing Activities(31,902)(797)(4,141)
Financing Activities
Net change in deposits32,019 3,742 5,673 
Net change in other short-term borrowings and federal funds purchased182 (1,494)(1,688)
Dividends paid on common and preferred stock(858)(753)(565)
Proceeds from issuance of long-term debt2,557 3,866 2,438 
Repayment of long-term debt(2,799)(4,212)(2,884)
Repurchases of treasury stock and related forward contract0 (1,763)(1,453)
Issuance of preferred stock346 242 
Other(47)(58)(69)
Net Cash Provided by (Used in) Financing Activities31,400 (430)1,452 
(Decrease) Increase in Cash and Due from Banks(131)597 167 
Cash and Due from Banks at Beginning of Period3,278 2,681 2,514 
Cash and Due from Banks at End of Period$3,147 3,278 2,681 
Refer to the Notes to Consolidated Financial Statements. Note 2 contains cash payments related to interest and income taxes in addition to
non-cash
investing and financing activities.
111136 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES​​​​​​​
Summary of Significant Accounting and Reporting Policies

Nature of Operations
Fifth Third Bancorp, an Ohio corporation, conducts its principal lending, deposit gathering, transaction processing and service advisory activities through its banking and
non-banking
subsidiaries from banking centers located throughout the Midwestern and Southeastern regions of the United States.

Basis of Presentation
The 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 of accounting 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, if any, and plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Intercompany transactions and balances among consolidated entities have been eliminated. Certain prior period data has been reclassified to conform to current period presentation. Specifically, Fifth Third reclassified the provision for the reserve for unfunded commitments from othercertain line items within total noninterest income and total noninterest expense have been reclassified to the provision for credit losses.
better align disclosures to business activities. These reclassifications were retrospectively applied to all prior periods presented. Total noninterest income and noninterest expense did not change as a result of these reclassifications.

Use of Estimates
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.

Updates to Significant Accounting and Reporting Policies
In conjunction with the prospective adoption of ASU 2016-13 and ASU 2017-04 on January 1, 2020, the Bancorp has updated its accounting and reporting policies for investment securities, portfolio loans and leases, the ALLL, the reserve for unfunded commitments and goodwill as described below. The accounting and reporting policies for these sections for periods prior to January 1, 2020 are provided in the Significant Accounting and Reporting Policies Applicable Prior to January 1, 2020 section below. Refer to the Accounting and Reporting Developments section for additional information. Further, for loans and leases that were part of the Bancorp’s COVID-19 customer relief programs, the Bancorp has elected certain accounting relief provisions that were provided by the FASB and/or various national banking regulatory agencies. Refer to the Regulatory Developments Related to the COVID-19 Pandemic section for additional information.

Cash and Due from Banks
Cash and due from banks consist of currency and coin, cash items in the process of collection and due from banks. Currency and coin includes both U.S. and foreign currency owned and held at Fifth Third offices and that is
in-transit
to the FRB. Cash items in the process of collection include checks and drafts that are drawn on another depository institution or the FRB that are payable immediately upon presentation in the U.S. Balances due from banks include noninterest-bearing balances that are funds on deposit at other depository institutions or the FRB.

Investment Securities
Debt securities are classified as
held-to-maturity,
available-for-sale
or trading on the date of purchase. Only those securities which 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
available-for-sale
when, in management’s judgment, they may be sold in response to, or in anticipation of, changes in market conditions. Debt securities are classified as trading when bought and held principally for the purpose of selling them in the near term. Trading
debt securities are reported at fair value with unrealized gains and losses included in noninterest income. Available-for-sale
debt securities are reported at fair value with unrealized gains and losses, net of related deferred income taxes, included in OCI. Trading debtAccrued interest receivables on investment securities are reported at fair value with unrealized gains and losses includedpresented in noninterest income.
the Consolidated Balance Sheets as a component of other assets.

Available-for-sale
and
held-to-maturity
debt securities with unrealized losses are reviewed quarterly to determine if the decline in fair value is the result of a credit loss or other factors. An allowance for possible OTTI. credit losses is recorded against available-for-sale securities to reflect the amount of the unrealized loss attributable to credit; however, this impairment is limited by the amount that the fair value is less than the amortized cost basis. Any remaining unrealized loss is recognized through OCI. Changes in the allowance for credit losses are recognized in earnings.

The determination of whether or not a credit loss exists is based on consideration of the cash flows expected to be collected from the debt security. The Bancorp develops these expectations after considering various factors such as agency ratings, the financial condition of the issuer or underlying obligors, payment history, payment structure of the security, industry and market conditions, underlying collateral and other factors which may be relevant based on the facts and circumstances pertaining to individual securities.

137 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
If the Bancorp intends to sell the debt security or will more likely than not be required to sell the debt security before recovery of the entireits amortized cost basis, then an OTTI has occurred. However, eventhe allowance for credit losses, if previously recorded, is written off and the Bancorp does not intend to sell the debt security and will not likely be required to sell the debt security before recovery of its entiresecurity’s amortized cost basis,is written down to the Bancorp must evaluate expected cash flowssecurity’s fair value at the reporting date, with any incremental impairment recorded as a charge to be received andnoninterest income.

Held-to-maturity debt securities are assessed periodically to determine if a valuation allowance is necessary to absorb credit loss has occurred. Inlosses expected to occur over the event of a credit loss, the credit componentremaining contractual life of the impairmentsecurities. The carrying amount of held-to-maturity debt securities is recognized within noninterest income andpresented net of the
non-credit
component valuation allowance for credit losses when such an allowance is recognized through OCI.deemed necessary.

Equity securities with readily determinable fair values not accounted for under the equity method are reported at fair value with unrealized gains and losses included in noninterest income in the Consolidated Statements of Income. Equity securities without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes as a result of an observable price change for the identical or similar investment of the same issuer. At each quarterly reporting period, the Bancorp performs a qualitative assessment to evaluate whether impairment indicators are present. If qualitative indicators are identified, the investment is measured at fair value with the impairment loss included in noninterest income in the Consolidated Statements of Income.

The fair value of a security is determined based on quoted market prices. If quoted market prices are not available, fair value is determined based on quoted prices of similar instruments or DCF models that incorporate market inputs and assumptions including discount rates, prepayment speeds and loss rates.

The premiumPremiums on purchased callable debt securities isare amortized to the earliest call date if the call feature meets certain criteria. Otherwise, the premium ispremiums are amortized to maturity similar to the discountdiscounts on the callable debt securities.

Realized securities gains or losses are reported within noninterest income in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method.

Portfolio Loans and Leases
Basis of accounting
Portfolio loans and leases are generally reported at the principal amount outstanding, net of unearned income, deferred direct loan origination fees and costs and any direct principal charge-offs. Direct loan origination fees and costs are deferred and the net amount is amortized over the estimated life of the related loans as a yield adjustment. Interest income is recognized based on the principal balance outstanding computed using the effective interest method.

Loans and leases acquired by the Bancorp through a purchase business combination are recorded at fair value as of the acquisition date. The Bancorp does not carry over the acquired company’s ALLL, nor does the Bancorp add to its existing ALLL as part of purchase accounting.
Purchased loans and finance leases (including both sales-type leases and direct financing leases) are evaluated for evidence of credit deterioration at acquisition and recorded at their initial fair value. For loans acquired with noand finance leases that do not exhibit evidence of more-than-insignificant credit deterioration since origination, the Bancorp does not carry over the acquired company’s ALLL, but upon acquisition will record an ALLL and provision for credit losses reflective of credit losses expected to be incurred over the remaining contractual life of the acquired loans. Premiums and discounts reflected in the initial fair value discount or premium isare amortized over the contractual life of the loan as an adjustment to yield.

For loans acquired withand finance leases that exhibit evidence of more-than-insignificant credit quality deterioration since origination, the Bancorp determinesBancorp’s estimate of expected credit losses is added to the ALLL upon acquisition and to the initial purchase price of the loans and leases to determine the initial amortized cost basis for the purchased financial assets with credit deterioration. Any resulting difference between the initial amortized cost basis (as adjusted for expected credit losses) and the par value of the loans and leases at the acquisition date represents the excess of the loan’s contractually required payments over all cash flows expected to be collected as an amount that should not be accreted into interest income (nonaccretable difference). The remaining amount representing the difference in the expected cash flows of acquired loans and the initial investment in the acquired loansnon-credit premium or discount, which is accreted into interest incomeamortized over the remainingcontractual life of the loan or pool of loans (accretable yield).
112  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Subsequentlease as an adjustment to the acquisition date, increases in expected cash flows over those expected at the acquisition date are recognized prospectively as interest income over the remaining life of the loan. The present values of any decreases in expected cash flows resulting directly from a change in the contractual interest rate are recognized prospectively as a reduction of the accretable yield. The present values of any decreases in expected cash flows after the acquisition date as a result of credit deterioration are recognized by recording an ALLL or a direct
charge-off.
Subsequent to the acquisition date, the methods utilized to estimate the required ALLL are similar to originated loans. This method of accounting for loans acquired with deteriorated credit quality does not apply to loans carried at fair value or residential mortgage loans held for salesale. Refer to the Accounting and Reporting Developments section for a discussion on the impact of the adoption of ASU 2016-13 on the accounting for purchased loans under revolvingand finance leases that exhibited evidence of more-than-insignificant credit agreements.deterioration since origination at the time of purchase.

The Bancorp’s lease portfolio consists of sales-type, direct financing and leveraged leases. Sales-type and direct financing leases are carried at the aggregate of lease payments plus estimated residual value of the leased property, less unearned income. Interest income on sales-type and direct financing leases is recognized over the term of the lease to achieve a constant periodic rate of return on the outstanding investment.

Leveraged leases, entered into before January 1, 2019, are carried at the aggregate of lease payments (less nonrecourse debt payments) plus estimated residual value of the leased property, less unearned income. Interest income on leveraged leases is recognized over the term of the lease to achieve a constant rate of return on the outstanding investment in the lease, net of the related deferred income tax liability, in the years in which the net investment is positive. Leveraged lease accounting is no longer applied for leases entered into or modified after the Bancorp’s adoption of ASU
2016-02,
Leases, on January 1, 2019.

138 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nonaccrual loans and leases
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 charged against income. 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. Such loans are also placed on nonaccrual status when the principal or interest is past due 90 days or more, unless the loan is both well-secured and in the process of collection. The Bancorp classifies residential mortgage loans that have principal and interest payments that have become past due 150 days as nonaccrual unless the loan is both well-secured and in the process of collection. Residential mortgage loans may stay on nonaccrual status for an extended time as the foreclosure process typically lasts longer than 180 days. Home equity loans and lines of credit are reported on nonaccrual status if principal or interest has been in default for 90 days or more unless the loan is both well-secured and in the process of collection. Home equity loans and lines of credit that have been in default for 60 days or more are also reported on nonaccrual status if the senior lien has been in default 120 days or more, unless the loan is both well secured and in the process of collection. Loans discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower are classified as collateral-dependent TDRs and placed on nonaccrual status regardless of the borrower’s payment history or capacity to repay in the future. Residential mortgage, home equity, automobile and other consumer loans that have been modified in a TDR and subsequently become past due 90 days are placed on nonaccrual status unless the loan is both well-secured and in the process of collection.
Commercial and credit card loans that have been modified in a TDR are classified as nonaccrual unless such loans have sustained repayment performance of six months or more and are reasonably assured of repayment in accordance with the restructured terms. 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.

Nonaccrual commercial loans and nonaccrual credit card loans are generally accounted for on the cost recovery method. The Bancorp believes the cost recovery method is appropriate for nonaccrual commercial loans and nonaccrual credit card loans because the assessment of collectability of the remaining recorded investmentamortized cost basis of these loans involves a high degree of subjectivity and uncertainty due to the nature or absence of underlying collateral. Under the cost recovery method, any payments received are applied to reduce principal. Once the entire recorded investment 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. Nonaccrual residential mortgage loans and other nonaccrual consumer loans are generally accounted for on the cash basis method. The Bancorp believes the cash basis method is appropriate for nonaccrual residential mortgage and other nonaccrual consumer loans because such loans have generally been written down to estimated collateral values and the collectability of the remaining investment involves only an assessment of the fair value of the underlying collateral, which can be measured more objectively with a lesser degree of uncertainty than assessments of typical commercial loan collateral. 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. Nonaccrual loans may be returned to accrual status when all delinquent interest and principal payments become current in accordance with the loan agreement and 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.

Commercial loans on nonaccrual status, including those modified in a TDR, as well as 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. Residential mortgage loans, home equity loans and lines of credit and credit card loans that have principal and interest payments that have become past due 180 days are assessed for a
charge-off
to the ALLL, unless such loans are both well-secured and in the process of collection. Home equity loans and lines of credit are also assessed for
charge-off
to the ALLL when such loans or lines of credit have become past due 120 days if the senior lien is also 120 days past due, unless such loans are both well-secured and in the process of collection. Automobile and other consumer loans that have principal and interest payments that have become past due 120 days are assessed for a
charge-off
to the ALLL, unless such loans are both well-secured and in the process of collection.

Restructured loans and leases
A loan is accounted for as a TDR if the Bancorp, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider.
113  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TDRs include concessions granted under reorganization, arrangement or other provisions of the Federal Bankruptcy Act. A TDR typically involves a modification of terms such as a reduction of the stated interest rate or remaining principal amount of the loan, a reduction of accrued interest or an extension of the maturity date at a stated interest rate lower than the current market rate for a new loan with similar risk.

The Bancorp measures the impairment loss of a TDR based on the difference between the original loan’s carrying amount and the present value of expected future cash flows discounted at the original, effective yield of the loan. Except for loans discharged in a Chapter 7 bankruptcy that are not reaffirmed by the borrower, residential mortgage loans, home equity loans, automobile loans and other consumer loans modified as part of a TDR 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. Loans discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower are classified as collateral-dependent TDRs and placed on nonaccrual status regardless of the borrower’s
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payment history or capacity to repay in the future. These loans are returned to accrual status provided there is a sustained payment history of twelve months after bankruptcy and collectability is reasonably assured for all remaining contractual payments.

Commercial loans and credit card loans modified as part of a TDR are maintained on accrual status provided there is a sustained payment history of six months or more prior to the modification in accordance with the modified terms and collectability is reasonably assured for all remaining contractual payments under the modified terms. TDRs of commercial loans and credit card loans 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. In certain cases, commercial TDRs on nonaccrual status may be accounted for using the cash basis method for income recognition, provided that full repayment of principal under the modified terms of the loan is reasonably assured.

ImpairedResidential mortgage loans and leases
A loan is considered to be impaired when, based on current information and events, it is probable that the Bancorp will be unable to collect all amounts due (including both principal and interest) accordingwere restructured after receiving a forbearance related to the contractual termsCOVID-19 pandemic but that were not classified as a TDR as a result of the loan agreement. Impaired loans generally consist ofCARES Act are placed on nonaccrual loans and leases, loans modified in a TDR and loans over $1 million that are currently on accrual status and not yet modified in a TDR, but for which the Bancorp has determined that it is probable that it will grant a payment concession in the near termif they subsequently become past due to the borrower’s financial difficulties. For loans modified in a TDR, the contractual terms of the loan agreement refer to the terms specified in the original loan agreement. A loan restructured in a TDR is no longer considered impaired in years after the restructuring if the restructuring agreement specifies a rate equal to or greater than the rate the Bancorp was willing to accept at the time of the restructuring for a new loan with comparable risk and90 days unless the loan is not impaired based onboth well-secured and in the terms specified byprocess of collection, consistent with the restructuring agreement.Bancorp’s treatment of residential mortgage loan TDRs which subsequently become past due. Refer to the ALLL Regulatory Developments Related to the COVID-19 Pandemicsection for discussion regarding the Bancorp’s methodology for identifying impaired loans and determination of the need for a loss accrual.
additional information.

Loans0Loans and Leases Held for Sale
Loans and leases held for sale primarily represent conforming fixed-rate residential mortgage loans originated or acquired with the intent to sell in the secondary market and jumbo residential mortgage loans, commercial loans, other residential mortgage loans and other consumer loans that management has the intent to sell.
Loans and leases held for sale may be carried at the lower of cost or fair value, or carried at fair value where the Bancorp has elected the fair value option of accounting under U.S. GAAP. The Bancorp has elected to measure certain groups of loans held for sale under the fair value option, including certain residential mortgage loans originated as held for sale and certain purchased commercial loans designated as held for sale at acquisition. For loans in which the Bancorp has not elected the fair value option, the lower of cost or fair value is determined at the individual loan level.

The fair value of residential mortgage loans held for sale for which the fair value election has been made 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 effects 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. These fair value marks are recorded as a component of noninterest income in mortgage banking net revenue. TheFor residential mortgage loans that it has originated as held for sale, the Bancorp generally has commitments to sell residential mortgagethese loans held for sale in the secondary market. Gains or losses on sales are recognized in mortgage banking net revenue.

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, thereafter, reported within the Bancorp’s residential mortgage class of portfolio loans and leases. In such cases, if the fair value election was made, the residential mortgage loans will continue to be measured at fair value, which is based on mortgage-backed securities prices, interest rate risk and an internally developed credit component.

Loans and leases held for sale are placed on nonaccrual status consistent with the Bancorp’s nonaccrual policy for portfolio loans and leases.

Other Real Estate Owned
OREO, which is included in other assets in the Consolidated Balance Sheets, represents property acquired through foreclosure or other proceedings and branch-related real estate no longer intended to be used for banking purposes. OREO is carried at the lower of cost or fair value, less costs to sell. All OREO property is periodically evaluated for impairment and decreases in carrying value are recognized as reductions in other noninterest income in the Consolidated Statements of Income. For government-guaranteed mortgage loans, upon foreclosure, a separate other receivable is recognized if certain conditions are met for the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This receivable is also included in other assets, separate from OREO, in the Consolidated Balance Sheets.

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.
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Classes within the consumer portfolio segment include home equity, automobile,indirect secured consumer, credit card and other consumer loans. For an analysis of the Bancorp’s ALLL by portfolio segment and credit quality information by class, refer to Note 7.

The Bancorp maintains the ALLL to absorb probablethe 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,
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renewals or modifications except in circumstances where the Bancorp reasonably expects to execute a TDR with the borrower or where certain 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 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 an allowance for credit losses for accrued interest receivable. Refer to the Portfolio Loans and leaseLeases section for additional information.

Credit losses inherent in its portfolio segments.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 and historical loss experience of loans and leases. Credit losses are charged and recoveries are credited to the ALLL. Provisions for loan and lease losses are based on the Bancorp’s review of theleases, including historical credit loss experience, current and suchforecasted market and economic conditions and consideration of various qualitative factors that, in management’s judgment, deserve consideration under existing economic conditions in estimating probable 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.

The Bancorp’s methodology for determining the ALLL is basedincludes an estimate of expected credit losses on historical loss rates, current credit grades, specific allocation on loans modified in a TDR and impaired commercial credits above specified thresholds and other qualitative adjustments. Allowances on individual commercialcollective basis for groups of loans and leases TDRswith similar risk characteristics and historical loss rates are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and
charge-off
experience. An unallocated allowance is maintained to recognize the imprecision in estimating and measuring losses when evaluatingspecific allowances for pools of loans and leases.leases which are individually evaluated.

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million that exhibit probable or observed credit weaknesses, as well as loans that have been modified in a TDR, are subject to individual reviewindividually evaluated for impairment.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 and other factors when evaluating whether an individual loan or lease is impaired.determining the amount of 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 individual loans and leases are impaired,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 impairedindividually 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 present value of expected future cash flows discounted at the loan’s effective interest rate, fair value of the underlying collateral or readily observable secondary market values.rate. The Bancorp evaluates the collectability of both principal and interest when assessing the need for a loss accrual.
Specific allowances on individually evaluated commercial loans and leases, including TDRs, are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.
Historical
Expected credit loss rateslosses are applied to commercialestimated on a collective basis for loans and leases that are not impaired or are impaired, but smaller than the established threshold of $1 million and thus not subject to specific allowance allocations. The loss rates are derived from migration analyses for several portfolio stratifications, which track the historical net
charge-off
experience sustained onindividually evaluated. These include commercial loans and leases according to their internal risk grade. The risk grading system utilizedthat do not meet the criteria for allowance analysis purposes encompasses ten categories.
Homogenousindividual evaluation as well as homogeneous loans and leases in the residential mortgage and consumer portfolio segments are not individually risk graded. Rather, standardsegments. For collectively evaluated loans and leases, the Bancorp uses models to forecast expected credit scoring systems and delinquency monitoring are used to assess credit risks and allowances are establishedlosses based on the probability of a loan or lease defaulting, the expected net charge-offs.
Loss rates arebalance 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 the trailing twelve-month net
charge-off
history by loan category. Historicalhistorical credit loss rates may be adjustedexperience and observations of migration patterns for certain prescriptive and qualitative factors that, in management’s judgment, are necessary to reflect losses inherentvarious credit risk characteristics (such as internal credit risk grades, external credit ratings or scores, delinquency status, loan-to-value trends, etc.) over time, with those observations evaluated in the portfolio.context of concurrent macroeconomic conditions. The prescriptiveBancorp developed its models from historical observations capturing a full economic cycle when possible.

The Bancorp’s expected credit loss rate factors include adjustmentsmodels 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 delinquency trends, LTV trends, refreshed FICO score trendsa period of up to three years from the estimation date. For periods beyond the reasonable and product mix.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. 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, economic conditions, portfolio mix, lending and risk management personnel and results of internal audit and quality control reviews, collateral values, geographic concentrations, estimatedreviews. 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 emergencemodels,
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
such as the reasonable and supportable forecast period, and specific portfolio loans backed by enterprise valuations and private equity sponsors. The Bancorp considers home price index trends in its footprint andchanges to historical loss information or changes to the volatility of collateral valuation trends when determining the collateral value qualitative factor.
reversion period or methodology.

When evaluating the adequacy of allowances, consideration is also given to regional geographic concentrations and the closely associated effect changing economic conditions have on the Bancorp’s customers.

In the current year, the Bancorp has not substantively changed any material aspect to its overall approach to determining its ALLL for any of its portfolio segments. There have been no material changes in criteria or estimation techniques as compared to prior periods that impacted the determination of the current period ALLL for any of the Bancorp’s portfolio segments.
Reserve for Unfunded Commitments
The reserve for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probableexpected credit losses related to unfunded credit facilities and is included in other liabilities in the Consolidated Balance Sheets. The determination of the adequacy of the reserve is based upon an evaluationexpected credit losses over the remaining contractual life of the unfunded credit facilities, including an assessment of historical commitment utilization experience, credit risk gradingcommitments, taking into consideration the current funded balance and historical loss rates based on credit grade migration.estimated exposure over the reasonable and supportable forecast period. This process takes into consideration the same risk elements that are analyzed in the determination of the adequacy of the Bancorp’s ALLL, as previously discussed. Net adjustments to the reserve for unfunded commitments are included in the provision for credit losses in the Consolidated Statements of Income.

Loan Sales and Securitizations
The Bancorp periodically sells loans through either securitizations or individual loan sales in accordance with its investment policies. The sold loans are removed from the Consolidated Balance Sheet and a net gain or loss is recognized in the Consolidated Financial Statements at the time of sale. The Bancorp typically isolates the loans through the use of a VIE and thus is required to assess whether the entity holding the sold or securitized loans is a VIE and whether the Bancorp is the primary beneficiary and therefore consolidator of that VIE. If the Bancorp holds the power to direct activities most significant to the economic performance of the VIE and has the obligation to absorb losses or right to receive benefits that could potentially be significant to the VIE, then the Bancorp will generally be deemed the primary beneficiary of the VIE. 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. Refer to Note 13 for further information on consolidated and
non-consolidated
VIEs.

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The Bancorp’s loan sales and securitizations are generally structured with servicing retained, which often results in the recording of servicing rights. The Bancorp may also purchase servicing rights. The Bancorp has elected to measure all existing classes of its residential mortgage servicing rights portfolio at fair value with changes in the fair value of servicing rights reported in mortgage banking net revenue in the Consolidated Statements of Income in the period in which the changes occur.

Servicing rights are valued using internal OAS models. Key economic assumptions used in estimating the fair value of the servicing rights include the prepayment speeds of the underlying loans, the weighted-average life, the OAS and the weighted-average coupon rate, as applicable. The primary risk of material changes to the value of the servicing rights resides in the potential volatility in the economic assumptions used, particularly the prepayment speeds. In order to assist in the assessment of the fair value of servicing rights, the Bancorp obtains external valuations of the servicing rights portfolio from third parties and participates in peer surveys that provide additional confirmation of the reasonableness of the key assumptions utilized in the internal OAS model.

Fees received for servicing loans owned by investors are based on a percentage of the outstanding monthly principal balance of such loans and are included in noninterest income in the Consolidated Statements of Income as loan payments are received. Costs of servicing loans are charged to expense as incurred.

Reserve for 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 (make whole) the investor or insurer for which the representation or warranty of the Bancorp proves to be inaccurate, incomplete or misleading. The Bancorp establishes a residential mortgage repurchase reserve related to various representations and warranties that reflects management’s estimate of losses based on a combination of factors.

The Bancorp’s estimation process requires management to make subjective and complex judgments about matters that are inherently uncertain, such as future demand expectations, economic factors and the specific characteristics of the loans subject to repurchase. Such factors incorporate historical investor audit and repurchase demand rates, appeals success rates, historical loss severity and any additional information obtained from the GSEs regarding future mortgage repurchase and file request criteria. At the time of a loan sale, the Bancorp records a representation and warranty reserve at the estimated fair value of the Bancorp’s guarantee and continually updates the reserve during the life of the loan as losses in excess of the reserve become probable and reasonably estimable. The provision for the estimated fair value of the representation and warranty guarantee arising from the loan sales is recorded as an adjustment to the gain on sale, which is included in other noninterest income in the Consolidated Statements of Income at the time of sale. Updates to the reserve are recorded in other noninterest expense in the Consolidated Statements of Income.

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Legal Contingencies
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 and significant judgment may be required in the determination of both the probability of loss and whether the amount of the loss is reasonably estimable.
The Bancorp’s estimates are subjective and are based on the status of legal and regulatory proceedings, the merit of the Bancorp’s defenses and consultation with internal and external legal counsel. 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. This accrual is included in other liabilities in the Consolidated Balance Sheets and is adjusted from time to time as appropriate to reflect changes in circumstances. Legal expenses are recorded in other noninterest expense in the Consolidated Statements of Income.

Bank Premises and Equipment and Other Long-Lived Assets
Bank premises and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method based on estimated useful lives of the assets for book purposes, while accelerated depreciation is used for income tax purposes. Amortization of leasehold improvements is computed using the straight-line method over the lives of the related leases or useful lives of the related assets, whichever is shorter. Whenever events or changes in circumstances dictate, the Bancorp tests its long-lived assets for impairment by determining whether the sum of the estimated undiscounted future cash flows attributable to a long-lived asset or asset group is less than the carrying amount of the long-lived asset or asset group through a probability-weighted approach. In the event the carrying amount of the long-lived asset or asset group is not recoverable, an impairment loss is measured as the amount by which the carrying amount of the long-lived asset or asset group exceeds its fair value. Maintenance, repairs and minor improvements are charged to noninterest expense in the Consolidated Statements of Income as incurred.

Lessee Accounting
ROU assets and lease liabilities are recognized for all leases unless the initial term of the lease is 12twelve months or less. Lease costs for operating leases are recognized on a straight-line basis over the lease term unless another systematic basis is more representative of the pattern of consumption. The lease term includes any renewal period that the Bancorp is reasonably certain to exercise. The Bancorp uses its incremental borrowing rate to discount the lease payments if the rate implicit in the lease is not readily determinable. Variable lease payments associated with operating leases are recognized in the period in which the obligation for payments is incurred.

For finance leases, the lease liability is measured using the effective interest method such that the liability is increased for interest based on the discount rate that is implicit in the lease or the Bancorp’s incremental borrowing rate if the implicit rate cannot be readily determined, offset by a decrease in the liability resulting from the periodic lease payments. The ROU asset associated with the finance lease is amortized on a straight-line basis unless there is another systematic and rational basis that better reflects how the benefits of the underlying assets are consumed over the lease term. The period over which the ROU asset is amortized is generally the lesser of the remaining lease term or the remaining useful life of the leased asset. Variable lease payments associated with finance leases are recognized in the period in which the obligation for those payments is incurred.

When the lease liability is remeasured to reflect changes to the lease payments as a result of a lease modification, the ROU asset is adjusted for the amount of the lease liability remeasurement. If a lease modification reduces the scope of a lease, the ROU asset would be reduced proportionately based on the change in the lease liability and the difference between the lease liability adjustment and the resulting ROU asset adjustment would be recognized as a gain or loss in the Consolidated Statements of Income. Additionally, the amortization of the ROU asset is adjusted prospectively from the date of remeasurement.

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The Bancorp performs impairment assessments for ROU assets when events or changes in circumstances indicate that their carrying values may not be recoverable. Any impairment loss is recognized in net occupancy expense. Refer to the Bank Premises and Equipment and Other Long-Lived Assets section of this note for further information.

Derivative Financial Instruments
The Bancorp accounts for its derivatives as either assets or liabilities measured at fair value through adjustments to AOCI and/or current earnings, as appropriate. On the date the Bancorp enters into a derivative contract, the Bancorp designates the derivative instrument as either a fair value hedge, cash flow hedge or as a free-standing derivative instrument. For a fair value hedge, 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 are recorded in current period net income. For a cash flow hedge, changes in the fair value of the derivative instrument are recorded in AOCI and subsequently reclassified to net income in the same period(s) that the hedged transaction impacts net income. For free-standing derivative instruments, changes in fair values are reported in current period net income.

When entering into a hedge transaction, the Bancorp formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for undertaking the hedge transaction before the end of the quarter in which the transaction is consummated. This process includes linking the derivative instrument designated as a fair value or cash flow hedge to a specific asset or liability on the balance sheet or to specific forecasted transactions and the risk being hedged, along with a formal assessment at the inception of the hedge as to the effectiveness of the derivative instrument in offsetting changes in fair values or cash flows of the hedged item.
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The Bancorp continues to assess hedge effectiveness on an ongoing basis using either a qualitative or a quantitative assessment (regression analysis). Additionally, the Bancorp may also utilize the shortcut method to evaluate hedge effectiveness for certain qualifying hedges with matched terms that permit the assumption of perfect offset. If the shortcut method is no longer appropriate, the Bancorp would apply the long-haul method identified at inception of the hedging transaction for assessing hedge effectiveness as long as the hedge is highly effective. If it is determined that the derivative instrument is not highly effective as a hedge, hedge accounting is discontinued.

Tax Receivable Agreements
In conjunction with Vantiv, Inc.’s (now Worldpay, Inc.) IPO in 2012, the Bancorp entered into two TRAs with Worldpay, Inc. The TRAs provide for payments by Worldpay, Inc. to the Bancorp of 85% of the cash savings actually realized as a result of the increase in tax basis that results from the historical or future purchase of equity in Vantiv Holding, LLC (now Worldpay Holding, LLC) from the Bancorp or from the exchange of equity units in Worldpay Holding, LLC for cash or Class A Stock, as well as any tax benefits attributable to payments made under the TRA. Any actual increase in tax basis, as well as the amount and timing of any payments made under the TRA depend on a number of uncertain factors, the most significant of which is the realization of the tax benefits by Worldpay, Inc., which depends on the amount and timing of Worldpay, Inc.’s reportable taxable income. One of the TRAs has been settled and terminated and the Bancorp accounts for the remaining TRA as a gain contingency and recognizes income when all uncertainties surrounding the realization of such amounts are resolved.
Investments in Qualified Affordable Housing Projects
The Bancorp invests in projects to create affordable housing, revitalize business and residential areas and preserve historic landmarks. These investments are classified as other assets on the Bancorp’s Consolidated Balance Sheets. Investments in affordable housing projects that qualify for LIHTC are accounted for using the proportional amortization method. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the tax credits and other benefits received and recognized as a component of applicable income tax expense in the Consolidated Statements of Income. Investments which do not meet the qualification criteria for the proportional amortization method are accounted for using the equity method of accounting with impairment associated with the investments recognized in other noninterest expense in the Consolidated Statements of Income.

Income Taxes
The Bancorp accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for expected future tax consequences. Under the asset and liability method, deferred tax assets and liabilities are determined by applying the federal and state tax rates to the differences between financial statement carrying amounts and the corresponding tax bases of assets and liabilities. Deferred tax assets are also recorded for any tax attributes, such as tax credits and net operating loss carryforwards. The net balances of deferred tax assets and liabilities are reported in other assets and accrued taxes, interest and expenses in the Consolidated Balance Sheets. Any effect of a change in federal or state tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date. The Bancorp reflects the expected amount of income tax to be paid or refunded during the year as current income tax expense or benefit. Accrued taxes represent the net expected amount due to and/or from taxing jurisdictions and are reported in accrued taxes, interest and expenses in the Consolidated Balance Sheets.

The Bancorp evaluates the realization of deferred tax assets based on all positive and negative evidence available at the balance sheet date. Realization of deferred tax assets is based on the Bancorp’s judgment about relevant factors affecting their realization, including the taxable income within any applicable carrybackcarry back periods, future projected taxable income, the reversal of taxable temporary differences and
tax-planning
strategies. The Bancorp records a valuation allowance for deferred tax assets where the Bancorp does not believe that it is
more-likely-than-not
that the deferred tax assets will be realized.

Income tax benefits from uncertain tax positions are recognized in the financial statements only if the Bancorp believes that it is
more-likely-than-not
that the uncertain tax position will be sustained based solely on the technical merits of the tax position and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. If the Bancorp does not believe that it is more-
likely-than-not
more-likely-than-not that an uncertain tax position will be sustained, the Bancorp records a liability for the uncertain tax position. If the Bancorp believes that it is more likely than not that an uncertain tax position will be sustained, the Bancorp only records a tax benefit for the portion of the uncertain tax position where the likelihood of realization is greater than 50% upon settlement with the relevant taxing authority that has full knowledge of all relevant information. The Bancorp recognizes interest expense, interest income and penalties related to unrecognized tax benefits within current income tax expense. Refer to Note 22 for further discussion regarding income taxes.

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Earnings Per Share
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Earnings per diluted share is computed by dividing adjusted net income available to common shareholders by the weighted-average number of shares of common stock and common stock equivalents outstanding during the period. Dilutive common stock equivalents represent the exercise of dilutive stock-based awards and the dilutive effect of the settlement of outstanding forward contracts.

The Bancorp calculates earnings per share pursuant to the
two-class
method. The
two-class
method is an earnings allocation formula that determines earnings per share separately for common stock and participating securities according to dividends declared and participation rights in undistributed earnings. For purposes of calculating earnings per share under the
two-class
method, restricted shares that contain nonforfeitable rights to dividends are considered participating securities until vested. While the dividends declared per share on such restricted shares are the same as dividends declared per common share outstanding, the dividends recognized on such restricted shares may be less because dividends paid on restricted shares that are expected to be forfeited are reclassified to compensation expense during the period when forfeiture is expected.

Goodwill
Business combinations entered into by the Bancorp typically include the acquisitionrecognition of goodwill. Goodwill is requiredU.S. GAAP requires goodwill to be tested for impairment at the Bancorp’s reporting unit level on an annual basis, which for the Bancorp is September 30, and more frequently if events
or circumstances indicate that there may be impairment. The

144 Fifth Third Bancorp has determined that its business segments qualify as reporting units under U.S. GAAP.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Impairment exists when a reporting unit’s carrying amount of goodwill exceeds its implied fair value. In testing goodwill for impairment, U.S. GAAP permits the Bancorp to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In this qualitative assessment, the Bancorp evaluates events and circumstances which may include, but are not limited to, the general economic environment, banking industry and market conditions, the overall financial performance of the Bancorp, the performance of the Bancorp’s common stock, the key financial performance metrics of the Bancorp’s reporting units and events affecting the reporting units. If, after assessing the totality of events and circumstances, the Bancorp determinesunits to determine if it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performingamount. If the
two-step
quantitative impairment test would be unnecessary. However, ifis required or the Bancorp concludes otherwise or electsdecision to bypass the qualitative assessment it would then be required to performis elected, the first step (Step 1) ofBancorp performs the goodwill impairment test and continue to the second step (Step 2), if necessary. Step 1 of the goodwill impairment test comparesby comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, Step 2an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. A recognized impairment loss cannot be reversed in future periods even if the fair value of the goodwill impairment test is performed to measure the amount of impairment loss, if any.reporting unit subsequently recovers.

The fair value of a reporting unit is the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. As none of the Bancorp’s reporting units are publicly traded, individual reporting unit fair value determinations cannot be directly correlated to the Bancorp’s stock price.
To determine The determination of the fair value of a reporting unit is a subjective process that involves the Bancorp employsuse of estimates and judgments, particularly related to cash flows, the appropriate discount rates and an applicable control premium. The determination of the fair value of the Bancorp's reporting units includes both an income-based approach utilizingand a market-based approach. The income-based approach utilizes the reporting unit’s forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting unit’s estimated cost of equity as the discount rate. Significant management judgment is necessary in the preparation of each reporting unit’s forecasted cash flows surrounding expectations for earnings projections, growth and credit loss expectations and actual results may differ from forecasted results. Additionally, the Bancorp determines its market capitalization based on the average of the closing price of the Bancorp’s stock during the month including the measurement date, incorporating an additional control premium, and compares this market-based fair value measurement to the aggregate fair value of the Bancorp’s reporting units in order to corroborate the results of the income approach.
When required to perform Step 2, the Bancorp compares the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount exceeds the implied fair value, an impairment loss equal to that excess amount is recognized. A recognized impairment loss cannot exceed the carrying amount of that goodwill and cannot be reversed in future periods even if the fair value of the reporting unit subsequently recovers.
During Step 2, the Bancorp determines the implied fair value of goodwill for a reporting unit by assigning the fair value of the reporting unit to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. This assignment process is only performed for purposes of testing goodwill for impairment. The Bancorp does not adjust the carrying values of recognized assets or liabilities (other than goodwill, if appropriate), nor does it recognize previously unrecognized intangible assets in the Consolidated Financial Statements as a result of this assignment process. Refer to Note 11 for further information regarding the Bancorp’s goodwill.

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. The Bancorp employs various valuation approaches to measure fair value including the market, income and cost approaches. The market approach uses prices or relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach involves discounting future amounts to a single present amount and is based on current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of the asset.

U.S. GAAP 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. The three levels within the fair value hierarchy are described as follows:

Level 1
– Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Bancorp has the ability to access at the measurement date.

Level 2
– Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Level 3
– Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Bancorp’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Bancorp’s own financial data such as internally developed pricing models and DCF methodologies, as well as instruments for which the fair value determination requires significant management judgment.

The Bancorp’s fair value measurements involve various valuation techniques and models, which involve inputs that are observable, when available. Valuation techniques and parameters used for measuring assets and liabilities are reviewed and validated by the Bancorp on a quarterly basis. Additionally, the Bancorp monitors the fair values of significant assets and liabilities using a variety of methods including the evaluation of pricing runs and exception reports based on certain analytical criteria, comparison to previous trades and overall review and assessments for reasonableness. The Bancorp may, as a practical expedient, measure the fair value of certain investments on the basis of the net asset value per share of the investment, or its equivalent. Any investments which are valued using this practical expedient are not classified in the fair value hierarchy. Refer to Note 29 for further information on fair value measurements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation
The Bancorp recognizes compensation expense for the grant-date fair value of stock-based awards that are expected to vest over the requisite service period. All awards, both those with cliff vesting and graded vesting, are expensed on a straight-line basis.basis over the requisite service period. Awards to employees that meet eligible retirement status are expensed immediately. As compensation expense is recognized, a deferred tax asset is recorded that represents an estimate of the future tax deduction from exercise or release of restrictions. At the time awards are exercised, cancelled, expire or restrictions are released, the Bancorp recognizes an adjustment to income tax expense for the difference between the previously estimated tax deduction and the actual tax deduction realized. For further information on the Bancorp’s stock-based compensation plans, refer to Note 26.

Pension Plans
The Bancorp uses an expected long-term rate of return applied to the fair market value of assets as of the beginning of the year and the expected cash flow during the year for calculating the expected investment return on all pension plan assets. Amortization of the net gain or loss resulting from experience different from that assumed and from changes in assumptions (excluding asset gains and losses not yet reflected in market-related value) is included as a component of net periodic benefit cost. If, as of the beginning of the year, that net gain or loss exceeds 10% of the greater of the projected benefit obligation and the market-related value of plan assets, the amortization is that excess divided by the average remaining service period of participating employees expected to receive benefits under the plan. The Bancorp uses a third-party actuary to compute the remaining service period of participating employees. This period reflects expected turnover,
pre-retirement
mortality and other applicable employee demographics.

Revenue Recognition
The Bancorp generally measures revenue based on the amount of consideration the Bancorp expects to be entitled for the transfer of goods or services to a customer, then recognizes this revenue when or as the Bancorp satisfies its performance obligations under the contract, except in transactions where U.S. GAAP provides other applicable guidance. When the amount of consideration is variable, the Bancorp will only recognize revenue to the extent that it is probable that the cumulative amount recognized will not be subject to a significant reversal in the future. Substantially all of the Bancorp’s contracts with customers have expected durations of one year or less and payments are typically due when or as the services are rendered or shortly thereafter. When third parties are involved in providing goods or services to customers, the Bancorp recognizes revenue on a gross basis when it has control over those goods or services prior to transfer to the customer; otherwise, revenue is recognized for the net amount of any fee or commission. The Bancorp excludes sales taxes from the recognition of revenue and recognizes the incremental costs of obtaining contracts as an expense if the period of amortization for those costs would be one year or less.

The Bancorp’s interest income is derived from loans and leases, securities and other short-term investments. The Bancorp recognizes interest income in accordance with the applicable guidance in U.S. GAAP for these assets. Refer to the Portfolio Loans and Leases and Investment Securities sections of this footnote for further information. The following provides additional information about the components of noninterest income:
Service charges on deposits consist primarily of treasury management fees for commercial clients, monthly service charges on consumer deposit accounts, transaction-based fees (such as overdraft fees and wire transfer fees), and other deposit account-related charges. The Bancorp’s performance obligations for treasury management fees and consumer deposit account service charges are typically satisfied over time while performance obligations for transaction-based fees are typically satisfied at a point in time. Revenues are recognized on an accrual basis when or as the services are provided to the customer, net of applicable discounts, waivers and reversals. Payments are typically collected from customers directly from the related deposit account at the time the transaction is processed and/or at the end of the customer’s statement cycle (typically monthly).
Service charges on deposits consist primarily of treasury management fees for commercial clients, monthly service charges on consumer deposit accounts, transaction-based fees (such as overdraft fees and wire transfer fees), and other deposit account-related charges. The Bancorp’s performance obligations for treasury management fees and consumer deposit account service charges are typically satisfied over time while performance obligations for transaction-based fees are typically satisfied at a point in time. Revenues are recognized on an accrual basis when or as the services are provided to the customer, net of applicable discounts, waivers and reversals. Payments are typically collected from customers directly from the related deposit account at the time the transaction is processed and/or at the end of the customer’s statement cycle (typically monthly).
Wealth and asset management revenue consists primarily of service fees for investment management, custody, and trust administration services provided to commercial and consumer clients. The Bancorp’s performance obligations for these services are generally satisfied over time and revenues are recognized monthly based on the fee structure outlined in individual contracts. Transaction prices are most commonly based on the market value of assets under management or care and/or a fee per transaction processed. The Bancorp offers certain services, like tax return preparation, for which the performance obligations are satisfied and revenue is recognized at a point in time, when the services are performed. Wealth and asset management revenue also includes trailing commissions received from investments and annuities held in customer accounts, which are recognized in revenue when the Bancorp determines that it has satisfied its performance obligations and has sufficient information to estimate the amount of the commissions to which it expects to be entitled.
Commercial banking revenue consists primarily of service fees and other income related to loans to commercial clients, underwriting revenue recognized by the Bancorp’s broker-dealer subsidiary and fees for other services provided to commercial clients. Revenue related to loans is recognized in accordance with the Bancorp’s policies for portfolio loans and leases. Underwriting revenue is generally recognized on the trade date, which is when the Bancorp’s performance obligations are satisfied.
Wealth and asset management revenue consists primarily of service fees for investment management, custody, and trust administration services provided to commercial and consumer clients. The Bancorp’s performance obligations for these services are generally satisfied over time and revenues are recognized monthly based on the fee structure outlined in individual contracts. Transaction prices are most commonly based on the market value of assets under management or care and/or a fee per transaction processed. The Bancorp also offers certain services for which the performance obligations are satisfied and revenue is recognized at a point in time, when the services are performed. Wealth and asset management revenue also includes trailing commissions received from investments and annuities held in customer accounts, which are recognized in revenue when the Bancorp determines that it has satisfied its performance obligations and has sufficient information to estimate the amount of the commissions to which it expects to be entitled.
Leasing business revenue consists primarily of noninterest income such as operating lease income, leasing business solutions revenue, lease remarketing fees and lease syndication fees from lease arrangements to commercial clients. Revenue related to leases is recognized either in accordance with the Bancorp’s policies for portfolio loans and leases or when the Bancorp’s performance obligations are satisfied.
Card and processing revenue consists primarily of ATM fees and interchange fees earned when the Bancorp’s credit and debit cards are processed through card association networks. The Bancorp’s performance obligations are generally complete when the
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
transactions generating the fees are processed. Revenue is recognized on an accrual basis as such services are performed, net of certain costs not controlled by the Bancorp (primarily interchange fees charged by credit card associations and expenses of certain transaction-based rewards programs offered to customers).
Mortgage banking net revenue consists primarily of origination fees and gains on loan sales, mortgage servicing fees and the impact of MSRs. Refer to the Loans and Leases Held for Sale and Loan Sales and Securitizations sections of this footnote for further information.
Other noninterest income includes certain fees derived from loans, BOLI income, gains and losses on other assets, and other miscellaneous revenues and gains.
Corporate banking revenue consists primarily of service fees and other income related to loans and leases to commercial clients, underwriting revenue recognized by the Bancorp’s broker-dealer subsidiary and fees for other services provided to commercial clients. Revenue related to loans and leases is recognized in accordance with the Bancorp’s policies for portfolio loans and leases. Underwriting revenue is generally recognized on the trade date, which is when the Bancorp’s performance obligations are satisfied.

Card and processing revenue consists primarily of ATM fees and interchange fees earned when the Bancorp’s credit and debit cards are processed through card association networks. The Bancorp’s performance obligations are generally complete when the transactions generating the fees are processed. Revenue is recognized on an accrual basis as such services are performed, net of certain costs not controlled by the Bancorp (primarily interchange fees charged by credit card associations and expenses of certain transaction-based rewards programs offered to customers).
Mortgage banking net revenue consists primarily of origination fees and gains on loan sales, mortgage servicing fees and the impact of MSRs. Refer to the Loans and Leases Held for Sale and Loan Sales and Securitizations sections of this footnote for further information.
Other noninterest income includes income from operating leases, certain fees derived from loans and leases, BOLI income, gains and losses on other assets, and other miscellaneous revenues and gains.
Other
Securities and other property held by Fifth Third Wealth and Asset Management, a division of the Bancorp’s banking subsidiary, in a fiduciary or agency capacity are not included in the Consolidated Balance Sheets because such items are not assets of the subsidiaries.

Other short-term investments have original maturities less than one year and primarily include interest-bearing balances that are funds on deposit at other depository institutions or the FRB, federal funds sold and reverse repurchase agreements. The Bancorp uses other short-term investments as part of its liquidity risk management activities.

The Bancorp purchases life insurance policies on the lives of certain directors, officers and employees and is the owner and beneficiary of the policies. The Bancorp invests in these policies, known as BOLI, to provide an efficient form of funding for long-term retirement and other employee benefits costs. Certain BOLI policies have a stable value agreement through either a large, well-rated bank or multi-national insurance carrier that provides limited cash surrender value protection from declines in the value of each policy’s underlying investments. The Bancorp records these BOLI policies within other assets in the Consolidated Balance Sheets at each policy’s respective cash surrender value, with changes recorded in other noninterest income in the Consolidated Statements of Income.

Intangible assets consist of core deposit intangibles, customer relationships, operating leases,
non-compete
agreements, trade names and books of business. Intangible assets are amortized on either a straight-line or an accelerated basis over their estimated useful lives. The Bancorp reviews intangible assets for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.

Securities sold under repurchase agreements are accounted for as secured borrowings and included in other short-term borrowings in the Consolidated Balance Sheets at the amounts at which the securities were sold plus accrued interest.

Acquisitions of treasury stock are carried at cost. Reissuance of shares in treasury for acquisitions, exercises of stock-based awards or other corporate purposes is recorded based on the specific identification method.

Advertising costs are generally expensed as incurred.
Significant Accounting and Reporting Policies Applicable Prior to January 1, 2020
The following paragraphs describe the portions of the Bancorp’s accounting and reporting policies that were applicable prior to January 1, 2020 but were updated in conjunction with the prospective adoption of ASU 2016-13 and ASU 2017-04 on January 1, 2020. The following paragraphs do not include the portions of the respective policies that were not affected by the adoption of these new accounting standards. Refer to the Accounting and Reporting Developments section for additional information.

Investment securities
Available-for-sale and held-to-maturity debt securities with unrealized losses were reviewed quarterly for possible OTTI. If the Bancorp intended to sell the debt security or would more likely than not be required to sell the debt security before recovery of the entire amortized cost basis, then an OTTI was deemed to have occurred. However, even if the Bancorp did not intend to sell the debt security and would not likely be required to sell the debt security before recovery of its entire amortized cost basis, the Bancorp evaluated expected cash flows to be received to determine if a credit loss had occurred. In the event of a credit loss, the credit component of the impairment was recognized within noninterest income and the non-credit component was recognized through OCI.

Portfolio loans and leases – basis of accounting
Loans acquired by the Bancorp through a purchase business combination were recorded at fair value as of the acquisition date. The Bancorp did not carry over the acquired company’s ALLL, nor did the Bancorp add to its existing ALLL as part of purchase accounting.

Purchased loans were evaluated for evidence of credit deterioration at acquisition and recorded at their initial fair value. For loans acquired with no evidence of credit deterioration, the fair value discount or premium was amortized over the contractual life of the loan as an adjustment to yield. For loans acquired with evidence of credit deterioration, the Bancorp determined at the acquisition date the excess of the loan’s contractually required payments over all cash flows expected to be collected as an amount that should not be accreted into interest income (nonaccretable difference). The remaining amount representing the difference in the expected cash flows of acquired loans and the initial investment in the acquired loans was accreted into interest income over the remaining life of the loan or pool of loans (accretable
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yield). Subsequent to the acquisition date, increases in expected cash flows over those expected at the acquisition date were recognized prospectively as interest income over the remaining life of the loan. The present values of any decreases in expected cash flows resulting directly from a change in the contractual interest rate were recognized prospectively as a reduction of the accretable yield. The present values of any decreases in expected cash flows after the acquisition date as a result of credit deterioration were recognized by recording an ALLL or a direct charge-off. Subsequent to the acquisition date, the methods utilized to estimate the required ALLL were similar to originated loans. This method of accounting for loans acquired with deteriorated credit quality did not apply to loans carried at fair value, residential mortgage loans held for sale and loans under revolving credit agreements.

Impaired loans and leases
A loan was considered to be impaired when, based on current information and events, it was probable that the Bancorp would be unable to collect all amounts due (including both principal and interest) according to the contractual terms of the loan agreement. Impaired loans generally consisted of nonaccrual loans and leases, loans modified in a TDR and loans over $1 million that were currently on accrual status and not yet modified in a TDR, but for which the Bancorp had determined that it was probable that it would grant a payment concession in the near term due to the borrower’s financial difficulties. For loans modified in a TDR, the contractual terms of the loan agreement referred to the terms specified in the original loan agreement. A loan restructured in a TDR was no longer considered impaired in years after the restructuring if the restructuring agreement specified a rate equal to or greater than the rate the Bancorp was willing to accept at the time of the restructuring for a new loan with comparable risk and the loan was not impaired based on the terms specified by the restructuring agreement. Refer to the following ALLL section for discussion regarding the Bancorp’s methodology for identifying impaired loans and determination of the need for a loss accrual.

ALLL
The Bancorp maintained the ALLL to absorb probable loan and lease losses inherent in its portfolio segments. The ALLL was maintained at a level the Bancorp considered to be adequate and was based on ongoing quarterly assessments and evaluations of the collectability and historical loss experience of loans and leases. Credit losses were charged and recoveries were credited to the ALLL. Provisions for loan and lease losses were based on the Bancorp’s review of the historical credit loss experience and such factors that, in management’s judgment, deserved consideration under existing economic conditions in estimating probable credit losses.

The Bancorp’s methodology for determining the ALLL required significant management judgment and was based on historical loss rates, current credit grades, specific allocation on loans modified in a TDR and impaired commercial credits above specified thresholds and other qualitative adjustments. Allowances on individual commercial loans and leases, TDRs and historical loss rates were reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience. An unallocated allowance was maintained to recognize the imprecision in estimating and measuring losses when evaluating allowances for pools of loans and leases.

Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million that exhibited probable or observed credit weaknesses, as well as loans that had been modified in a TDR, were subject to individual review for impairment. The Bancorp considered the current value of collateral, credit quality of any guarantees, the guarantor’s liquidity and willingness to cooperate, the loan or lease structure and other factors when evaluating whether an individual loan or lease was impaired. Other factors might include 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 individual loans and leases were impaired, allowances were 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 impaired loans and leases were measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, fair value of the underlying collateral or readily observable secondary market values. The Bancorp evaluated the collectability of both principal and interest when assessing the need for a loss accrual.

Historical credit loss rates were applied to commercial loans and leases that were not impaired or were impaired, but smaller than the established threshold of $1 million and thus not subject to specific allowance allocations. The loss rates were derived from migration analyses for several portfolio stratifications, which tracked the historical net charge-off experience sustained on loans and leases according to their internal risk grade. The risk grading system utilized for allowance analysis purposes encompassed ten categories, which were based on regulatory guidance for credit risk systems.

Homogenous loans in the residential mortgage and consumer portfolio segments were not individually risk graded. Rather, standard credit scoring systems and delinquency monitoring were used to assess credit risks and allowances were established based on the expected net charge-offs. Loss rates were based on the trailing twelve-month net charge-off history by loan category. Historical loss rates were adjusted for certain prescriptive and qualitative factors that, in management’s judgment, were necessary to reflect losses inherent in the portfolio. The prescriptive loss rate factors included adjustments for delinquency trends, LTV trends, refreshed FICO score trends and product mix.

The Bancorp also considered qualitative factors in determining the ALLL. These included 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, geographic concentrations, estimated loss emergence period and specific portfolio loans
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backed by enterprise valuations and private equity sponsors. The Bancorp considered home price index trends in its footprint and the volatility of collateral valuation trends when determining the collateral value qualitative factor.

Reserve for unfunded commitments
The reserve for unfunded commitments was maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities and was included in other liabilities in the Consolidated Balance Sheets. The determination of the adequacy of the reserve was based upon an evaluation of the unfunded credit facilities, including an assessment of historical commitment utilization experience, credit risk grading and historical loss rates based on credit grade migration. This process took into consideration the same risk elements that were analyzed in the determination of the adequacy of the Bancorp’s ALLL, as previously discussed. Net adjustments to the reserve for unfunded commitments were included in provision for credit losses in the Consolidated Statements of Income.

Goodwill
Impairment existed when a reporting unit’s carrying amount of goodwill exceeded its implied fair value. In testing goodwill for impairment, U.S. GAAP permitted the Bancorp to first assess qualitative factors to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount. In this qualitative assessment, the Bancorp evaluated events and circumstances which might include, but were not limited to, the general economic environment, banking industry and market conditions, the overall financial performance of the Bancorp, the performance of the Bancorp’s common stock, the key financial performance metrics of the Bancorp’s reporting units and events affecting the reporting units. If, after assessing the totality of events and circumstances, the Bancorp determined it was not more likely than not that the fair value of a reporting unit was less than its carrying amount, then performing the two-step impairment test would be unnecessary. However, if the Bancorp concluded otherwise or elected to bypass the qualitative assessment, it would then be required to perform the first step (Step 1) of the goodwill impairment test, and continue to the second step (Step 2), if necessary. Step 1 of the goodwill impairment test compared the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeded its fair value, Step 2 of the goodwill impairment test was necessary to measure the amount of impairment loss, which was equal to any excess of the carrying amount of goodwill over its implied fair value with such loss limited to the carrying amount of goodwill.

The fair value of a reporting unit was the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. As none of the Bancorp’s reporting units were publicly traded, individual reporting unit fair value determinations could not be directly correlated to the Bancorp’s stock price. To determine the fair value of a reporting unit, the Bancorp employed an income-based approach, utilizing the reporting unit’s forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting unit’s estimated cost of equity as the discount rate. Additionally, the Bancorp determined its market capitalization based on the average of the closing price of the Bancorp’s stock during the month including the measurement date, incorporating an additional control premium, and compared this market-based fair value measurement to the aggregate fair value of the Bancorp’s reporting units in order to corroborate the results of the income approach.

ACCOUNTING AND REPORTING DEVELOPMENTS
Standards Adopted in 20192020
The Bancorp adopted the following new accounting standards effective January 1, 2019:
2020:

ASU
2016-02
– Leases (Topic 842)
In February 2016, the FASB issued ASU
2016-02
which establishes a new accounting model for leases. The amended guidance requires lessees to record lease liabilities on the lessees’ balance sheets along with corresponding
right-of-use
assets for all leases with terms longer than 12 months. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the lessee’s statements of income. From a lessor perspective, the accounting model is largely unchanged, except that the amended guidance includes certain targeted improvements to align, where necessary, lessor accounting with the lessee accounting model and the revenue recognition guidance in ASC Topic 606. The amendments also modify disclosure requirements for an entity’s lease arrangements. Subsequent to the issuance of ASU
2016-02,
the FASB issued additional guidance to clarify certain implementation issues and provide transition relief in certain circumstances including ASUs
2018-01
(Land Easement Practical Expedient, issued in January 2018),
2018-10
(Codification Improvements, issued in July 2018),
2018-11
(Targeted Improvements, also issued in July 2018),
2018-20
(Narrow-Scope Improvements for Lessors, issued in December 2018) and
2019-01
(Codification Improvements, issued in March 2019). These subsequent amendments did not change the core principles in the original ASU, but did provide an additional optional transition method which was to initially apply the amended guidance at the adoption date and record a cumulative-effect adjustment to opening retained earnings without retrospective application to prior comparative periods. Entities not electing to use this optional transition method must apply the amended guidance on a modified retrospective basis to all periods presented.
The Bancorp adopted the amended guidance on January 1, 2019, using the optional transition method. The Bancorp initially applied the new standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings on the adoption date without restating the prior comparative periods. As part of the adoption, the Bancorp has elected certain accounting policies as allowed under the ASU. The Bancorp elected the practical expedients package provided within the new standard, which among other things, permitted the Bancorp not to reassess the lease classification of existing leases. The Bancorp also elected not to use hindsight in evaluating the lease term. Additionally, the Bancorp elected to not recognize ROU assets and lease liabilities for leases with an initial term of 12 months or less on the Consolidated Balance Sheets and elected a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and instead, to account for them as a single lease component. Upon adoption on January 1, 2019, the Bancorp recognized additional ROU assets and lease liabilities of $509 million related to its operating lease commitments based on the present value of unpaid lease payments as of the date of adoption and also recorded a cumulative-effect adjustment to retained earnings of $10 million for the remaining deferred gains on sale-leaseback transactions that occurred prior to January 1, 2019. From a lessor perspective, adoption of the amended guidance did not have a material impact on the Bancorp’s Consolidated Financial Statements at transition. The required disclosures are included in Note 6, Note 9 and Note 10.
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ASU
2017-08
– Receivables—Nonrefundable Fees and Other Costs (Subtopic
310-20):
Premium Amortization on Purchased Callable Debt Securities
In March 2017, the FASB issued ASU
2017-08
which shortens the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The Bancorp adopted the amended guidance on January 1, 2019 on a modified retrospective basis. The adoption did not have a material impact on the Consolidated Financial Statements.
Standards Issued but Not Yet Adopted
The following accounting standards were issued but not yet adopted by the Bancorp as of December 31, 2019:
ASU
2016-13
– Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued ASU
2016-13,
which establishes a new approach to estimate credit losses on certain types of financial instruments. The new approach changes the impairment model for most financial assets, and will requirerequires the use of an “expected credit loss” model for financial instruments measured at amortized cost and certain other instruments. This model applies to trade and other receivables, loans, debt securities, net investments in leases, and
off-balance
sheet credit exposures (such as loan commitments, standby letters of credit, and financial guarantees not accounted for as insurance). This model requires entities to estimate the lifetime expected credit loss on such instruments and record an allowance that represents the portion of the amortized cost basis that the entity does not expect to collect. This allowance is deducted from the financial asset’s amortized cost basis to present the net amount expected to be collected. The new expected credit loss model will also applyapplies to purchased financial assets with credit deterioration, superseding currentprevious accounting guidance for such assets. The amended guidance also amends the impairment model for
available-for-sale
debt securities, requiring entities to determine whether all or a portion of the unrealized loss on such securities is a credit loss, and also eliminating the option for management to consider the length of time a security has been in an unrealized loss position as a factor in concluding whether or not a credit loss exists. The amended model states thatrequires an entity willto recognize an allowance for credit losses on
available-for-sale
debt securities as a contra account to the amortized cost basis, instead of a direct reduction of the amortized cost basis of the investment, as under currentprevious guidance. As a result, entities will recognize improvements to estimated credit losses on
available-for-sale
debt securities immediately in earnings as opposed to in interest income over time. There are also additional disclosure requirements included in this guidance. Subsequent to the issuance of ASU
2016-13,
the FASB has issued additional ASUs containing clarifying guidance, transition relief provisions and minor updates to the original ASU. These include ASU
2018-19
(issued (issued in November 2018), ASU
2019-04
(issued (issued in April 2019), ASU
2019-05
(issued (issued in May 2019), and ASU
2019-11
(issued (issued in November 2019).

The Bancorp adopted the amended guidance on January 1, 2020, using a modified retrospective approach, although certain provisions of the guidance are only required to be applied on a prospective basis. Upon adoption, the Bancorp recorded a combined increase to the ALLL and
149 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
reserve for unfunded commitments of approximately $650$653 million and a cumulative-effect adjustment to retained earnings of $472 million. Of this amount,the increase to the ALLL, approximately $30$33 million pertained to the recognition of an ALLL on purchased financial assets with credit deterioration and was also added to the carrying value of the related loans.
The Bancorp will be subject to the amended disclosure requirements beginning with the filing of the Bancorp’s first quarter of 2020 quarterly report on Form
10-Q.
Adoption of the amended guidance did not have a material impact to the Bancorp’s investment securities portfolio. The required disclosures are included in Note 7.

ASU
2017-04
– Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued ASU
2017-04
which simplifies the test for goodwill impairment by removing the second step, which measures the amount of impairment loss, if any. Instead, the amended guidance states that an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, except that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This would apply to all reporting units, including those with zero or negative carrying amounts of net assets. The Bancorp adopted the amended guidance on January 1, 2020. The amended guidance will be applied prospectively to all goodwill impairment tests performed after the adoption date.

ASU
2018-13
– Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement
In August 2018, the FASB issued ASU
2018-13
which modifies the disclosure requirements for fair value measurements. The amendments remove the requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. The amendments also add new disclosure requirements regarding unrealized gains and losses from recurring Level 3 fair value measurements and the significant unobservable inputs used to develop Level 3 fair value measurements. The Bancorp adopted the amended guidance on January 1, 2020 and will conform to the amended disclosure requirementsrequired disclosures are included in the Bancorp’s first quarter of 2020 Form
 10-Q.
Note 29.

ASU
2018-15
2018-15– Intangibles—Goodwill and Other—
Internal-Use
Software (Subtopic
350-40):
Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
In August 2018, the FASB issued ASU
2018-15,
which provides guidance on the accounting for implementation, setup, and other upfront costs incurred by customers in cloud computing arrangements that are accounted for as service contracts. The amendments require that implementation costs be evaluated for capitalization using the framework applicable to costs incurred to develop or obtain
internal-use
software. Those capitalized costs are to be expensed over the term of the cloud computing arrangement and presented in the same financial statement line items as the service contract and its associated fees. The Bancorp adopted the amended guidance on January 1, 2020 on a prospective basis.

ASU 2020-04 – Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate on Financial Reporting and ASU 2021-01 – Reference Rate Reform (Topic 848): Scope
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. ASU 2021-01 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 do 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 that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in this ASU are effective for the Bancorp as of March 12, 2020 through December 31, 2022. The Bancorp is in the process of evaluating and applying, as applicable, the optional expedients and exceptions in accounting for eligible contract modifications, eligible existing hedging relationships and new hedging relationships available through December 31, 2022.

Standards Issued but Not Yet Adopted
The following accounting standard was issued but not yet adopted by the Bancorp as of December 31, 2020:

ASU 2019-12
– Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
In December 2019, the FASB issued ASU
2019-12,
which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also clarify and amend existing guidance for other areas of Topic 740. The amended guidance is effective forwas adopted by the Bancorp on January 1, 2021 with early adoption permitted, and is to be applied either prospectively or retrospectively for the specific amendment based on the transition method prescribed by the FASB. The Bancorp is in the process of evaluating the impactadoption of the amended guidance did not have a material impact on itsthe Consolidated Financial Statements.

Regulatory Developments Related to the COVID-19 Pandemic
On March 22, 2020, various national banking regulatory agencies jointly issued an interagency statement addressing loan modifications and reporting for financial institutions working with customers affected by the COVID-19 pandemic. The statement describes the agencies’ interpretation of how existing guidance in U.S. GAAP applies to certain loan modifications related to COVID-19. Among other things, the statement affirms that short-term modifications (e.g., six months) made on a good faith basis in response to COVID-19 to borrowers who were less than 30 days past due on contractual payments at the time a modification program is implemented would not be considered TDRs.
121150 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The statement also clarifies that loans modified in response to the COVID-19 pandemic should be evaluated on the basis of their modified terms when reporting loans as past due and evaluating for nonaccrual status and charge-off.

On March 27, 2020, the CARES Act was signed into law. Section 4013 of the CARES Act provides financial institutions the option to temporarily suspend certain requirements under U.S. GAAP related to TDRs for a limited period of time in certain circumstances. This temporary suspension may only be applied to modifications of loans that were not more than 30 days past due as of December 31, 2019 and may not be applied to modifications that are not related to the COVID-19 pandemic. If elected, the temporary suspension may be applied to eligible modifications executed during the period beginning on March 1, 2020 and ending on the earlier of December 31, 2020 or 60 days after the termination of the COVID-19 national emergency. The December 31, 2020 expiration date was subsequently extended to January 1, 2022 upon passage of the Consolidated Appropriations Act of 2021. On April 7, 2020, the national banking regulatory agencies revised their previously issued interagency statement to clarify the interactions with the provisions of Section 4013 of the CARES Act.

The Bancorp has elected to apply the temporary suspension of TDR requirements provided by the CARES Act for eligible loan modifications. For loan modifications that are not eligible for the suspension offered by the CARES Act or that are executed outside its applicable period, the Bancorp considers the interpretive guidance provided in the revised interagency statement to evaluate loan modifications within its scope, or existing TDR evaluation policies if the modification does not fall within the scope of the interagency statement.

Loans and leases which received payment deferrals or forbearances as part of the Bancorp’s COVID-19 hardship relief programs are generally not reported as delinquent during the forbearance or deferral period if the loan or lease was less than 30 days past due at March 1, 2020 (the effective date of the COVID-19 national emergency declaration) unless the loan or lease subsequently becomes delinquent according to its modified terms. Those loans and leases that were 30 days or more past due at March 1, 2020 continue to be reported at their March 1, 2020 delinquency status unless the borrower makes supplemental payments to resolve the delinquency. After the conclusion of the payment deferral or forbearance period, borrowers who were delinquent as of March 1, 2020 may be returned to current status once they demonstrate a willingness and ability to repay the loan according to its modified terms. This may be evidenced by payment history after the payment deferral or forbearance period, or by completing an evaluation of the borrower’s creditworthiness upon exit from the Bancorp’s hardship programs.

For loans that received payment deferrals or forbearances as part of the Bancorp’s COVID-19 hardship relief programs, the Bancorp continues to accrue interest and recognize interest income during the period of the deferral. Depending on the terms of each program, all or a portion of this accrued interest may be paid directly by the borrower (either during the relief period, at the end of the relief period or at maturity of the loan) or added to the customer’s outstanding balance. For certain programs, the maturity date of the loan may also be extended by the number of payments deferred. Interest income will continue to be recognized at the original contractual interest rate unless that rate is concurrently modified upon entering the relief program (in which case, the modified rate would be used to recognize interest).

On April 10, 2020, the FASB staff issued a question-and-answer document (Q&A) to address questions on the application of the lease accounting guidance for lease concessions related to the effects of the COVID-19 pandemic. Under Topic 842, subsequent changes to lease payments that are not stipulated in the original lease contract are generally accounted for as lease modifications. Some contracts may contain explicit or implicit enforceable rights and obligations that require lease concessions in certain circumstances and therefore would not be considered a lease modification. Given the significant cost and complexity in assessing the large volume of lease contracts for which concessions are being granted due to the COVID-19 pandemic, the FASB clarified in this Q&A that an entity can elect to account for lease concessions associated with the COVID-19 pandemic as though enforceable rights and obligations for those concessions existed. This guidance eliminates the requirement to analyze each contract to determine whether enforceable rights and obligations to provide concessions exist and allows an entity to elect to apply or not apply the lease modification guidance in Topic 842. This election is only available for concessions related to the effect of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee.

The Bancorp has elected to not apply the lease modification accounting guidance in Topic 842 for lease concessions granted as a result of the COVID-19 pandemic as the deferrals only affect the timing of the payments and the amount of consideration to be received is substantially the same as that required by the original contract.

For commercial leases that received payment deferrals under the Bancorp’s COVID-19 hardship relief programs, the Bancorp continues to recognize interest income during the deferral period, but the yield is recalculated based on the timing and amount of remaining payments over the remaining lease term. The revised yield is used for prospectively recognizing interest income and adjusting the net investment in the lease. The Bancorp’s hardship relief programs for commercial leases affect the timing of payments but do not generally result in an increase in the rights of the lessor or the obligations of the lessee. Therefore, the Bancorp has elected to forego certain requirements that would typically apply for lease modifications when accounting for the effects of the hardship relief programs.
151 Fifth Third Bancorp

2. SUPPLEMENTAL CASH FLOW INFORMATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 years ended December 31:
 
($ in millions)
 
2019        
  
    2018            
  
        2017            
 ($ in millions)202020192018
 
Cash Payments:
         Cash Payments:
Interest
 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,441
   
1,016
   
699
 Interest$825 1,441 1,016 
Income taxes
  
726
   
359
   
1,035
 Income taxes491 726 359 
 
Transfers:
         Transfers:
Portfolio loans to loans held for sale
  
211
   
275
   
255
 
Loans held for sale to portfolio loans
  
37
   
95
   
29
 
Portfolio loans to OREO
  
29
   
39
   
34
 
Portfolio loans and leases to loans and leases held for sale(a)
Portfolio loans and leases to loans and leases held for sale(a)
$926 211 275 
Loans and leases held for sale to portfolio loans and leasesLoans and leases held for sale to portfolio loans and leases49 37 95 
Portfolio loans and leases to OREOPortfolio loans and leases to OREO12 29 39 
Loans and leases held for sale to OREOLoans and leases held for sale to OREO2 
 
Supplemental Disclosures:
         Supplemental Disclosures:
Additions to lease liabilities under operating leasesAdditions to lease liabilities under operating leases$56 76 
Additions to lease liabilities under finance leasesAdditions to lease liabilities under finance leases110 24 
Right-of-use assets recognized at adoption of ASU 2016-02Right-of-use assets recognized at adoption of ASU 2016-020 509 
Conversion of outstanding preferred stock issued by a Bancorp subsidiary
  
197
   
-
   
-
 Conversion of outstanding preferred stock issued by a Bancorp subsidiary0 197 
Additions to
right-of-use
assets under operating leases
  
76
   
-
   
-
 
Additions to
right-of-use
assets under finance leases
  
24
   
-
   
-
 
Right-of-use
assets recognized at adoption of ASU
2016-02
  
509
   
-
   
-
 
 
(a) Includes $794 of residential mortgage loans previously sold to GNMA which the Bancorp was initially deemed to have regained effective control over under ASC Topic 860 and which were recorded as portfolio loans. The Bancorp subsequently repurchased these loans and classified them as held for sale.
152 Fifth Third Bancorp
3. BUSINESS COMBINATION


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Business Combination
On March 22, 2019, Fifth Third Bancorp completed its acquisition of MB Financial, Inc. in a stock and cash transaction valued at approximately $3.6 billion. MB Financial, Inc. was headquartered in Chicago, Illinois with reported assets of approximately $20 billion and 86 branches (91 locations) as of December 31, 2018 and was the holding company of MB Financial Bank, N.A. The acquisition resulted in a combined company with a larger Chicago market presence and core deposit funding base while also building scale in a strategically important market.

Under the terms of the agreement, the Bancorp acquired 100% of the common stock of MB Financial, Inc. In exchange, common shareholders of MB Financial, Inc. received 1.45 shares of Fifth Third Bancorp common stock and $5.54 in cash for each share of MB Financial, Inc. common stock, for a total value per share of $42.49, based on the $25.48 closing price of Fifth Third Bancorp’s common stock on March 21, 2019. Upon closing of the transaction, MB Financial, Inc. became a subsidiary of the Bancorp. However, MB Financial, Inc.’s 6.00%
non-cumulative
Series C perpetual preferred stock with a fair value of $197 million remained outstanding and was recognized as a noncontrolling interest on the Consolidated Balance Sheets. Through its ownership of all of the common stock, the Bancorp controlled 95% of the voting equity interests in MB Financial, Inc. with the remainder attributable to the preferred shareholders’ noncontrolling interest.

On June 24, 2019, MB Financial, Inc. entered into an Agreement and Plan of Merger with the Bancorp to provide for the merger of MB Financial, Inc. with and into the Bancorp, with the Bancorp as the surviving corporation.
A special meeting of MB Financial, Inc.’s stockholders was held on August 23, 2019 at which the holders of MB Financial, Inc.’s common stock and preferred stock, voting together as a single class, approved the merger. In the merger, each outstanding share of MB Financial, Inc.’s preferred stock was converted into the right to receive one share of a newly created series of preferred stock of the Bancorp having substantially the same terms as the MB Financial, Inc. preferred stock.

On August 26, 2019, the Bancorp issued 200,000 shares of 6.00%
non-cumulative
Class B perpetual preferred stock, Series A. Each preferred share has a $1,000 liquidation preference. These shares were issued to the holders of MB Financial, Inc.’s 6.00%
non-cumulative
Series C perpetual preferred stock in conjunction with the merger of MB Financial, Inc. with and into Fifth Third Bancorp. This transaction resulted in the elimination of the noncontrolling interest in MB Financial, Inc. which was previously reported in the Bancorp’s Consolidated Financial Statements. The newly issued shares of Class B preferred stock, Series A were recognized by the Bancorp at the carrying value previously assigned to the MB Financial, Inc. Series C preferred stock prior to the transaction.

The acquisition of MB Financial, Inc. constituted a business combination and was accounted for under the acquisition method of accounting. Accordingly, the assets acquired, liabilities assumed and noncontrolling interest recognized were recorded at their estimated fair values as of the acquisition date. These fair value estimates are considered preliminarywere final as of DecemberMarch 31, 2019. Fair value estimates, including loans and leases, intangible assets, bank premises and equipment, certain
tax-related
matters and goodwill, are subject to change for up to one year after the acquisition date as additional information becomes available.
2020.

122153 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table reflects consideration paid and the noncontrolling interest recognized for MB Financial, Inc.’s net assets and the amounts of acquired identifiable assets and liabilities assumed at their estimated fair valuevalues as of the acquisition date:
  
($ in millions)
      
  
Consideration paid
         
Cash payments
    $   
469
 
Fair value of common stock issued
        
3,121
 
Stock-based awards
        
38
 
Dividend receivable from MB Financial, Inc.
        
(20)
 
Total consideration paid
    $   
3,608
 
         
Fair value of noncontrolling interest in acquiree
    $   
197
 
             
Net Identifiable Assets Acquired, at Fair Value:
         
Assets
         
Cash and due from banks
 $
1,679
       
Federal funds sold
  
35
       
Other short-term investments
  
53
       
Available-for-sale
debt and other securities
  
832
       
Held-to-maturity
securities
  
4
       
Equity securities
  
51
       
Loans and leases held for sale
  
12
       
Portfolio loans and leases
(a)
  
13,411
       
Bank premises and equipment
(a)
  
266
       
Operating lease equipment
(a)
  
394
       
Intangible assets
(a)
  
220
       
Servicing rights
  
263
       
Other assets
(a)
  
750
       
Total assets acquired
 $
17,970
       
Liabilities
         
Deposits
 $
14,489
       
Other short-term borrowings
(a)
  
267
       
Accrued taxes, interest and expenses
(a)
  
265
       
Other liabilities
(a)
  
194
       
Long-term debt
(a)
  
727
       
Total liabilities assumed
 $
15,942
       
         
Net identifiable assets acquired
        
2,028
 
Goodwill
    $   
1,777
 
($ in millions)
Consideration paid
Cash payments$469 
Fair value of common stock issued3,121 
Stock-based awards38 
Dividend receivable from MB Financial, Inc.(20)
Total consideration paid$3,608 
Fair value of noncontrolling interest in acquiree$197 
Net Identifiable Assets Acquired, at Fair Value:
Assets
Cash and due from banks$1,679 
Federal funds sold35 
Other short-term investments53 
Available-for-sale debt and other securities832 
Held-to-maturity securities
Equity securities51 
Loans and leases held for sale12 
Portfolio loans and leases13,414 (a)
Bank premises and equipment266 (a)
Operating lease equipment394 (a)
Intangible assets219 (a)
Servicing rights263 
Other assets750 (a)
Total assets acquired$17,972 
Liabilities
Deposits$14,489 
Other short-term borrowings267 (a)
Accrued taxes, interest and expenses276 (a)
Other liabilities194 (a)
Long-term debt727 (a)
Total liabilities assumed$15,953 
Net identifiable assets acquired$2,019 
Goodwill$1,786 
(a)Fair values have been updated from the estimates reported in the March 31, 2019 quarterly report on Form
10-Q.

In connection with the acquisition, the Bancorp recognized approximately $1.8 billion of goodwill, of which $15 million relates to
15-year
tax deductible goodwill from MB Financial, Inc.’s prior acquisitions. See Note 11 for further information on goodwill recognized and Note 12 for further information on intangible assets acquired in the acquisition of MB Financial, Inc.

The following is a description of the methods used to determine the estimated fair values of significant assets and liabilities presented above.

Cash and due from banks and other short-term investments
For financial instruments with a short-term or no stated maturity, prevailing market rates and limited credit risk, carrying amounts approximate fair value.

Available-for-sale
debt and other securities,
held-to-maturity
securities and equity securities
Fair values for securities were based on quoted market prices, where available. If quoted market prices were not available, fair value estimates were based on observable inputs including quoted market prices for similar instruments, quoted market prices that are not in an active market or other inputs that are observable in the market.
In the absence of observable inputs, fair value was estimated based on pricing models and/or DCF methodologies.

Loans and leases held for sale and portfolio loans and leases
Fair values for loans were based on a DCF methodology that considered factors including the type of loan and related collateral, fixed or variable interest rate, remaining term, credit quality ratings or scores, amortization status and current discount rates. Loans with similar characteristics were pooled together when applying various valuation techniques. The discount rates used for loans were based on an evaluation of current market rates for new originations of comparable loans and a market participant’s required rate of return to purchase
154 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
similar assets, including adjustments for liquidity and credit quality when necessary. For PCI loans (now PCD loans effective January 1, 2020 upon the adoption of ASU 2016-13), the DCF methodology was based on the Bancorp’s estimate of contractual cash flows expected to be collected.

Bank premises and equipment
Fair values for bank premises and equipment were generally based on appraisals of the property values.

123  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Operating lease equipment
Fair values for operating lease equipment were generally developed using the cost approach. The seller’s historical cost was adjusted by cost trend indices relevant to the asset type and vintage to arrive at a current reproduction cost. This reproduction cost was then adjusted for deterioration based on the age and typical life of each class of assets. Residual values were estimated based on analysis of the seller’s historical trends of residual value realization by asset class.

Intangible assets
The core deposit intangible asset represents the value of relationships with deposit customers. The fair value was estimated based on a DCF methodology that considered expected customer attrition rates, net maintenance cost of the deposit base, alternative cost of funds and the interest costs associated with customer deposits. The core deposit intangible is being amortized on an accelerated basis over its estimated useful life.

For acquired operating leases where the Bancorp is the lessor, intangible assets are recognized when contract terms of the lease are more favorable than market terms as of the acquisition date. Operating lease intangibles are amortized on a straight-line basis over the remaining lease term.

Servicing rights
Fair values for servicing rights were estimated using internal OAS models with certain unobservable inputs, primarily prepayment speed assumptions, OAS and weighted-average lives.

Other assets
Fair values for ROU assets associated with real estate operating leases were based on current market rental rates for similar properties in the same area, discounted at the Bancorp’s incremental borrowing rates as of the acquisition date. Estimates of current market rental rates were generally based on third-partythird- party market rent studies performed for each significant property.

Deposits
The fair values for time deposits were estimated using a DCF methodology whereby the contractual remaining cash flows were discounted using market rates currently being offered for time deposits of similar maturities. For transactional deposits, carrying amounts approximate fair value.

Long-term debt
The fair values of long-term debt instruments were estimated based on quoted market prices for identical or similar instruments if available, or by using DCF analyses based on current incremental borrowing rates for similar types of instruments.

Merger-Related Expenses
Direct merger-related expenses related to the acquisition of MB Financial, Inc. were expensed as incurred by the Bancorp and amounted to $222were $16 million and $31$222 million for the years ended December 31, 2020 and 2019, and 2018, respectively.

The following table provides a summary of merger-related expenses recorded in noninterest expense:
 
        For the years ended December 31,        
 
($ in millions)
 
2019    
  
2018    
 
Salaries, wages and incentives
 $
87
   
1
 
Employee benefits
  
3
   
-
 
Technology and communications
  
71
   
6
 
Net occupancy expense
  
13
   
-
 
 
 
 
 
Card and processing expense
  
1
   
1
 
Equipment expense
  
1
   
-
 
Other noninterest expense
  
46
   
23
 
Total
 
$
 
 
 
 
 
 
 
222
   
31
 
expense for the years ended December 31:
($ in millions)20202019
Compensation and benefits$4 90 
Technology and communications6 71 
Net occupancy expense4 13 
Equipment expense0 
Card and processing expense0 
Marketing expense0 
Other noninterest expense2 39 
Total$16 222 

Pro Forma Information
The following table presents unaudited pro forma information as if the acquisition of MB Financial, Inc. had occurred on January 1, 2018. This pro forma information combines the historical condensed consolidated results of operations of Fifth Third Bancorp and MB Financial,
155 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inc. after giving effect to certain adjustments, including purchase accounting fair value adjustments, amortization of intangibles, stock-based compensation expense and acquisition costs, as well as the related income tax effects of those adjustments. The pro forma results also reflect reclassification adjustments to noninterest income and noninterest expense to
conform MB Financial, Inc.’s presentation of operating lease income and the related depreciation expense with the Bancorp’s presentation. Direct costs associated with the acquisition arewere included in pro forma earnings as of January 1, 2018.

The pro forma information does not necessarily reflect the results of operations that would have occurred had Fifth Third Bancorp acquired MB Financial, Inc. on January 1, 2018. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the unaudited pro forma amounts.

 
Unaudited Pro Forma Information
 
 
For the years ended December 31,
 
($ in millions)
 
            2019            
  
2018            
 
Net interest income
 $
4,911
   
4,836
 
Noninterest income
  
3,638
   
3,184
 
 
 
 
 
Net income available to common shareholders
  
2,529
   
2,282
 
Unaudited Pro Forma Information
($ in millions)For the year ended December 31, 2019
Net interest income$4,918 
Noninterest income3,638 
Net income available to common shareholders2,534 

Acquired Loans and Leases
PurchasedPrior to the adoption of ASU 2016-13 on January 1, 2020, purchased loans arewere evaluated for evidence of credit deterioration at acquisition and recorded at their initial fair value. Generally, the fair value discount or premium on acquired loans and leases iswas amortized over the contractual life of the loan as an adjustment to yield.
For loans acquired with evidence of credit impairment (PCI loans), the Bancorp determined at the acquisition date the excess of the loan’s contractually required payments over all cash flows expected to be collected as an amount that should not be accreted into interest income (nonaccretable difference). The remaining amount representing the difference in the expected cash flows of acquired loans and the initial investment in the acquired loans iswas accreted into interest income over the remaining life of the loan or pool of loans (accretable yield).
124  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
This method of accounting for loans acquired with credit impairment doesdid not apply to loans carried at fair value, residential mortgage loans held for sale and loans under revolving credit agreements. Refer to Note 1 for additional
information on the accounting for PCI loans. The Bancorp has elected to account for loans acquired from MB Financial, Inc., which were not considered impaired but exhibited evidence of credit deterioration since origination, in the same manner as PCI loans.

The following table reflects the contractually required payments receivable, cash flows expected to be collected and estimated fair value of loans identified as PCI loans on the acquisition date of MB Financial, Inc. These fair value estimates are considered preliminarywere final as of DecemberMarch 31, 2019.
($ in millions)
 
March 22, 2019
 
Contractually required payments including interest
 $
1,139
 
Less: Nonaccretable difference
  
81
 
Cash flows expected to be collected
  
1,058
 
Less: Accretable yield
  
202
 
Fair value of loans acquired
 $
856
 
  
A summary of activity related to accretable yield is as follows:
 
 
($ in millions)
 
Accretable Yield  
 
Balance as of December 31, 2018
 $
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
-
 
Additions
  
202
 
Accretion
  
(41)
 
Reclassifications (to) from nonaccretable difference
  
(14)
 
Balance as of December 31, 2019
 $
147
 
2020.

($ in millions)March 22, 2019
Contractually required payments including interest$1,139 
Less: Nonaccretable difference81 
Cash flows expected to be collected1,058 
Less: Accretable yield202 
Fair value of loans acquired$856 

AsA summary of December 31, 2019, contractual balances on the purchased PCI loans and leases totaled $764 million with a corresponding carry value of $551 million.activity related to accretable yield is as follows:
($ in millions)Accretable Yield
Balance as of December 31, 2018$
Additions202 
Accretion(41)
Reclassifications (to) from nonaccretable difference(14)
Balance as of December 31, 2019$147 

At the MB Financial, Inc. acquisition date, contractual balances on the purchased
non-PCI
loans and leases totaled $12.7 billion with a corresponding fair value of $12.5 billion.

ASU 2016-13, which was adopted by the Bancorp on January 1, 2020, superseded the accounting for PCI loans and transitioned to the accounting for PCD loans. As such, the Bancorp no longer recognizes a nonaccretable difference or accretable yield, but instead includes expected credit losses on loans acquired with evidence of credit deterioration as part of the ALLL and amortizes any remaining noncredit discount over the remaining contractual life of the loan as an adjustment to yield. Upon adoption, the Bancorp increased the ALLL by $33 million to reflect expected credit losses on loans previously designated as PCI loans. This amount was added to the amortized cost basis of the loans at transition. After this adjustment, the remaining difference between the amortized cost basis and unpaid principal balance is considered to be a noncredit discount. The noncredit discount totaled $87 million as of January 1, 2020. Refer to Note 1 for additional information about ASU 2016-13 and refer to Note 7 for additional information on the Bancorp’s portfolio of PCD loans.

156 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bank Merger
On May 3, 2019 MB Financial Bank, N.A. merged with and into Fifth Third Bank (now Fifth Third Bank, National Association), with Fifth Third Bank, National Association as the surviving entity. Fifth Third Bank, National Association is an indirect subsidiary of Fifth Third Bancorp.
4. RESTRICTIONS ON CASH, DIVIDENDS AND OTHER CAPITAL ACTIONS

4. Restrictions on Cash, Dividends and Other Capital Actions

Reserve Requirement
The FRB, under Regulation D, requires that banks hold cash in reserve against deposit liabilities when total reservable deposit liabilities are greater than the regulatory exemption, known as the reserve requirement. The reserve requirement is calculated based on a
two-week
average of daily net transaction account deposits as defined by the FRB and may be satisfied with average vault cash during the following
two-week
maintenance period. When vault cash is not sufficient to meet the reserve requirement, the remaining amount must be satisfied with average funds held at the FRB. As part of the government response to the COVID-19 pandemic, the FRB has taken a range of actions to support the flow of credit to households and businesses, including reducing the reserve requirement to 0 effective March 26, 2020. The reserve requirement continued to be 0 at December 31, 2020. At December 31, 2019, and 2018, the Bancorp’s banking subsidiary reserve requirement was $1.7 billion and $1.5 billion, respectively.billion. Additionally, the Bancorp’s banking subsidiary average reserve requirement was $1.7 billion and $1.5 billion in 2019 and 2018, respectively.2019.

Restrictions on Cash Dividends
The principal source of income and funds for the Bancorp (parent company) are dividends from its subsidiaries. The dividends paid by the Bancorp’s banking subsidiary are subject to regulations and limitations prescribed by state and federal supervisory agencies. The Bancorp’s banking subsidiary paid the Bancorp’s nonbank subsidiary holding company, which in turn paid the Bancorp $2.0$1.3 billion and $1.9$2.0 billion in dividends during the years ended December 31, 20192020 and 2018,2019, respectively. Additionally, a $200 million dividend was paid by MB Financial, Inc. to the Bancorp during the year ended December 31, 2019. The Bancorp’s nonbank-subsidiariesnonbank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year.
Additionally, as discussed below, during 2020 the FRB took actions in response to the COVID-19 pandemic that limit the amount of cash dividends that the Bancorp may pay to its shareholders.

Capital Actions
During the first quarter of 2019, the FRB provided relief from certain regulatory requirements relatedThe Bancorp is subject to supervisory stress testing and
company-run
stress testing for the 2019 stress test cycle, including disclosure requirements. Asrestrictions on its capital actions, primarily as a result of supervisory policies set by the FRB. The Bancorp was notis required to submit a capital plan or participate in CCAR 2019. The requirement for the Bancorp to submit an annual capital plan to the FRB has been extended until April 5, 2020. However, the Bancorp remains subject to the requirement to develop and maintain a capital plan and the Board of Directors of the Bancorp must review and approve the capital plan. The FRB further clarified that relief from the 2019 stress test cycle should not be construed as relief from any regulatory capital requirementsgoverns its capacity to pay dividends and that the Bancorp will be subject to the full CCAR 2020 stress test requirements.
In June of 2019, the Bancorp announced its capital distribution capacity of approximately $2 billion for the period of July 1, 2019 through June 30, 2020. This includes the ability to execute share repurchases upand this plan is required to $1.24 billion as well as increasebe submitted to the FRB periodically.

In June 2020, the FRB took several actions in connection with its announcement of stress test results in light of the uncertainty caused by the COVID-19 pandemic. Specifically, for the third quarter of 2020, the FRB required large banking organizations, including the Bancorp, to suspend share repurchases, cap dividend payments to the amount paid during the second quarter of 2020, and further limit dividends according to a formula based on recent income. Additionally, on September 30, 2020 the FRB extended the third quarter of 2020 restrictions on share repurchases and dividends to the fourth quarter of 2020, and dividends remain limited according to a formula based on recent income. The Bancorp did not execute any accelerated share repurchase or open market share repurchase transactions during the year ended December 31, 2020 but increased its quarterly common stock dividend to $0.27 per share in the first quarter of 2020.

The FRB also required large banking organizations, including the Bancorp, to reevaluate their longer-term capital plans, and such organizations were required to update and resubmit their capital plans to reflect stresses caused by the COVID-19 pandemic. The Bancorp resubmitted its capital plan as required. The FRB may conduct additional analysis each quarter to determine if adjustments to this response are appropriate.

In December 2020, the FRB announced an extension of its restrictions on distributions through the first quarter of 2021, but with certain modifications. For the first quarter of 2021, both dividends by upand share repurchases are limited to $0.03 per share. These distributions will be governed underan amount based on recent income provided the FRB’s 2019 extended stress test processBancorp does not increase the amount of its common stock dividend. Refer to Note 33 for BHCs with less than $250 billion of total consolidated assets.
further information about a subsequent event related to capital actions.

The Bancorp also entered into or settledexecuted accelerated share repurchase and open market share repurchase transactions during the yearsyear ended December 31, 2019 and 2018.2019. For more information related to these transactions, refer to Note 25. In the second quarter of 2019, the Bancorp increased the quarterly common stock dividend to $0.24 per share.
125157 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
5. INVESTMENT SECURITIESInvestment Securities
The following table provides the amortized cost, fair value and 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 December 31:
 
2019
 
2018
 
 
Amortized
  
Unrealized
  
Unrealized
  
Fair
  
Amortized
  
Unrealized
  
Unrealized
  
Fair
 20202019
($ in millions)
 
Cost
  
Gains
  
Losses
  
Value
  
Cost
  
Gains
  
Losses
  
Value
 ($ in millions)Amortized CostUnrealized GainsUnrealized LossesFair
Value
Amortized CostUnrealized GainsUnrealized LossesFair
Value
Available-for-sale
debt and other securities:
                        Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities
 $
74
   
1
   
-
   
75
   
98
   
-
   
(1)
   
97
 U.S. Treasury and federal agencies securities$74 4 0 78 74 75 
Obligations of states and political subdivisions securities
  
18
   
-
   
-
   
18
   
2
   
-
   
-
   
2
 Obligations of states and political subdivisions securities17 0 0 17 18 18 
Mortgage-backed securities:
        
  
    ��           Mortgage-backed securities:
Agency residential mortgage-backed securities
  
13,746
   
388
   
(19)
   
14,115
   
16,403
   
86
   
(242)
   
16,247
 Agency residential mortgage-backed securities11,147 768 (8)11,907 13,746 388 (19)14,115 
Agency commercial mortgage-backed securities
  
15,141
   
564
   
(12)
   
15,693
   
10,770
   
44
   
(164)
   
10,650
 Agency commercial mortgage-backed securities16,745 1,481 (5)18,221 15,141 564 (12)15,693 
Non-agency
commercial mortgage-backed securities
  
3,242
   
123
   
-
   
3,365
   
3,305
   
9
   
(47)
   
3,267
 Non-agency commercial mortgage-backed securities3,323 267 0 3,590 3,242 123 3,365 
Asset-backed securities and other debt securities
  
2,189
   
29
   
(12)
   
2,206
   
1,998
   
27
   
(10)
   
2,015
 Asset-backed securities and other debt securities3,152 48 (24)3,176 2,189 29 (12)2,206 
Other securities
(a)
  
556
   
-
   
-
   
556
   
552
   
-
   
-
   
552
 
Other securities(a)
524 0 0 524 556 556 
Total
available-for-sale
debt and other securities
 $
34,966
   
1,105
   
(43)
   
36,028
   
33,128
   
166
   
(464)
   
32,830
 Total available-for-sale debt and other securities$34,982 2,568 (37)37,513 34,966 1,105 (43)36,028 
Held-to-maturity
securities:
           
  
             Held-to-maturity securities:
Obligations of states and political subdivisions securities
 $
15
   
-
   
-
   
15
   
16
   
-
   
-
   
16
 Obligations of states and political subdivisions securities$9 0 0 9 15 15 
Asset-backed securities and other debt securities
  
2
   
-
   
-
   
2
   
2
   
-
   
-
   
2
 Asset-backed securities and other debt securities2 0 0 2 
Total
held-to-maturity
securities
 $
17
   
-
   
-
   
17
   
18
   
-
   
-
   
18
 Total held-to-maturity securities$11 0 0 11 17 17 
(a)Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $40, $482 and $2, respectively, at December 31, 2020 and $76, $478 and $2, respectively, at December 31, 2019, that are carried at cost.

(a)
Other securities consist of FHLB, FRB and DTCC restricted stock holdings of
$76
,
$478
and
$2
, respectively, at
December 31, 2019
and $184, $366 and $2, respectively, at December 31, 2018, that are carried at cost.
The following table provides the fair value of trading debt securities and equity securities as of December 31:
($ in millions)
 
        2019
  
            2018              
 ($ in millions)20202019
Trading debt securities
  
$                  297
   
  287        
 Trading debt securities$560 297 
Equity securities
  
564
   
  452        
 Equity securities313 564 

The amounts reported in the preceding tables exclude accrued interest receivable on investment securities of $87 million at December 31, 2020, which is presented as a component of other assets in the Consolidated Balance Sheets.

The Bancorp uses investment securities as a means of managing interest rate risk, providing collateral for pledging purposes and for liquidity to satisfy regulatory requirements. 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 gains (losses), net –
non-qualifying
hedges on MSRs in the Consolidated Statements of Income.

158 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents securities gains (losses) recognized in the Consolidated Statements of Income as offor the years ended December 31:
($ in millions)
 
      2019    
  
    2018    
  
    2017 
 ($ in millions)202020192018
Available-for-sale
debt and other securities:
         Available-for-sale debt and other securities:
Realized gains
 $
60
   
72
   
85
 Realized gains$47 60 72 
Realized losses
  
(50
)  (82)  
(36)
 Realized losses(2)(50)(82)
OTTI
  
(1
)  
-
   
(54)
 OTTI0 (1)
Net realized gains (losses) on
available-for-sale
debt and other securities
 $
9
   (10)  
(5)
 Net realized gains (losses) on available-for-sale debt and other securities$45 (10)
Total trading debt securities gains (losses)
 $
3
   (15)  
2
 Total trading debt securities gains (losses)$2 (15)
Total equity securities gains (losses)
(a)
 $
31
   (44)  
7
 
Total equity securities gains (losses)(a)
$17 31 (44)
Total gains (losses) recognized in income from
available-for-sale
debt and other securities, trading debt securities and equity securities
(b)
 $
43
   (69)  
4
 
Total gains (losses) recognized in income from available-for-sale debt and other securities, trading debt securities and equity securities(b)
$64 43 (69)
(a)Includes $7 of net unrealized gains, $26 of net unrealized gains and $45 of net unrealized losses for the years ended December 31, 2020, 2019 and 2018, respectively.
(b)Excludes $5 and $7 of net securities gains for the years ended December 31, 2020 and 2019, respectively, and an insignificant amount of net securities losses for the year ended December 31, 2018 related to securities held by FTS to facilitate the timely execution of customer transactions. These gains (losses) are included in commercial banking revenue and wealth and asset management revenue in the Consolidated Statements of Income.

Upon adoption of ASU 2016-13 on January 1, 2020, the Bancorp evaluates available-for-sale debt and other securities in an unrealized loss position to determine whether all or a portion of the unrealized loss on such securities is a credit loss. If credit losses are identified, they are generally recognized as an allowance for credit losses (a contra account to the amortized cost basis of the securities) with the periodic change in the allowance recognized in earnings. Prior to January 1, 2020, investment securities were evaluated for OTTI with any identified OTTI recognized as a charge to income and a direct reduction of the amortized cost basis of the securities.

(a)
Includes
$26
of net unrealized gains, $45 of net unrealized losses and $5 of net unrealized gains for the years ended
December 31, 2019
, 2018 and 2017, respectively.
(b)
Excludes
$7
of net securities gains for the year ended
December 31,
2019
and an insignificant amount of net securities gains (losses) for both the years ended December 31, 2018 and 2017 included in corporate banking revenue and wealth and asset management revenue in the Consolidated Statements of Income related to securities held by FTS to facilitate the timely execution of customer transactions.
126  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 20192020, the Bancorp completed its evaluation of the available-for-sale debt and 2018,other securities in an unrealized loss position and did not recognize an allowance for credit losses. The Bancorp did not recognize provision expense for the year ended December 31, 2020 related to available-for-sale debt and other securities in an unrealized loss position.

At December 31, 2020 and 2019, investment securities with a fair value of $11.0 billion and $8.1 billion, and $7.0 billion,
respectively, were pledged to secure borrowings,
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
investment securities as of December 31, 20192020 are shown in the following table:
 
 
Available-for-Sale
 Debt and Other
  
Held-to-Maturity
 Available-for-Sale Debt and OtherHeld-to-Maturity
($ in millions)
 
    Amortized Cost
  
Fair Value   
   
    Amortized Cost
  
Fair Value    
 ($ in millions)Amortized CostFair Value   Amortized CostFair Value    
 
Debt securities:
(a)
             
Debt securities:(a)
Less than 1 year
 $
195
   
200
    
5
   
5
 Less than 1 year$633 648 
1-5
years
  
10,983
   
11,288
    
10
   
10
  1-5 years15,881 16,959 
5-10
years
  
17,566
   
18,173
    
-
   
-
  5-10 years12,214 13,385 
Over 10 years
  
5,666
   
5,811
    
2
   
2
 Over 10 years5,730 5,997 
Other securities
  
556
   
556
    
-
   
-
 Other securities524 524 
 
Total
 $
34,966
   
36,028
    
17
   
17
 Total$34,982 37,513 11 11 
 
(a)Actual maturities may differ from contractual maturities when a right to call or prepay obligations exists with or without call or prepayment penalties.

159 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a)Actual maturities may differ from contractual maturities when a right to call or prepay obligations exists with or without call or prepayment penalties.
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 December 31:
  
 
Less than 12 months
  
12 months or more
  
Total
 
($ in millions)
 
      Fair Value
  
Unrealized    
Losses    
  
Fair Value
  
Unrealized    
Losses    
  
Fair Value
  
Unrealized    
Losses    
 
  
2019
                  
Agency residential mortgage-backed securities
 $
2,159
   
(19)
   
4
   
-
   
2,163
   
(19)
 
Agency commercial mortgage-backed securities
  
1,602
   
(12)
   
-
   
-
   
1,602
   
(12)
 
Asset-backed securities and other debt securities
  
367
   
(3)
   
379
   
(9)
   
746
   
(12)
 
  
Total
 $
4,128
   
(34)
   
383
   
(9)
   
4,511
   
(43)
 
  
2018
                  
U.S. Treasury and federal agencies securities
 $
-
   
-
   
97
   
(1)
   
97
   
(1)
 
Agency residential mortgage-backed securities
  
3,235
   
(21)
   
7,892
   
(221)
   
11,127
   
(242)
 
Agency commercial mortgage-backed securities
  
2,022
   
(37)
   
5,260
   
(127)
   
7,282
   
(164)
 
Non-agency
commercial mortgage-backed securities
  
884
   
(6)
   
1,621
   
(41)
   
2,505
   
(47)
 
Asset-backed securities and other debt securities
  
314
   
(6)
   
241
   
(4)
   
555
   
(10)
 
  
Total
 $
6,455
   
(70)
   
15,111
   
(394)
   
21,566
   
(464)
 
  
Less than 12 months12 months or moreTotal
($ in millions)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
2020
Agency residential mortgage-backed securities$426 (8)1 0 427 (8)
Agency commercial mortgage-backed securities388 (5)0 0 388 (5)
Non-agency commercial mortgage-backed securities2 0 0 0 2 0 
Asset-backed securities and other debt securities520 (7)603 (17)1,123 (24)
Total$1,336 (20)604 (17)1,940 (37)
2019
Agency residential mortgage-backed securities$2,159 (19)2,163 (19)
Agency commercial mortgage-backed securities1,602 (12)1,602 (12)
Asset-backed securities and other debt securities367 (3)379 (9)746 (12)
Total$4,128 (34)383 (9)4,511 (43)

At both December 31, 2020 and 2019, $1 million and 2018, an immaterial amount of unrealized losses in the
available-for-sale
debt and other securities portfolio were comprised of
represented by non-rated
securities.
securities, respectively.

127160 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. LOANS AND LEASESLoans 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 acquired indirect motorcycle, powersport, recreational vehicle and marine loans in the acquisition of MB Financial, Inc. These loans are included in addition to automobile loans in the line item “indirect secured consumer loans”. The Bancorp maintains an allowance to absorb loan and lease losses inherent inthat are expected to be incurred over the portfolio.remaining contractual terms of the related loans and leases. For further information on credit quality and the ALLL, refer to Note 7.

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 December 31:
 
($ in millions)
 
    2019
  
    2018
 
 
 ($ in millions)20202019
 
Loans and leases held for sale:
      Loans and leases held for sale:
Commercial and industrial loans
 $
135
   
67
 Commercial and industrial loans$230 135 
Commercial mortgage loans
  
1
   
3
 Commercial mortgage loans7 
Commercial leasesCommercial leases39 
Residential mortgage loans
  
1,264
   
537
 Residential mortgage loans4,465 1,264 
 
Total loans and leases held for sale
 $
1,400
   
607
 Total loans and leases held for sale$4,741 1,400 
 
Portfolio loans and leases:
      Portfolio loans and leases:
Commercial and industrial loans
 $
50,542
   
44,340
 
Commercial and industrial loans(a)
Commercial and industrial loans(a)
$49,665 50,542 
Commercial mortgage loans
  
10,963
   
6,974
 Commercial mortgage loans10,602 10,963 
Commercial construction loans
  
5,090
   
4,657
 Commercial construction loans5,815 5,090 
Commercial leases
  
3,363
   
3,600
 Commercial leases2,915 3,363 
 
Total commercial loans and leases
  
69,958
   
59,571
 Total commercial loans and leases68,997 69,958 
 
Residential mortgage loans
  
16,724
   
15,504
 
Residential mortgage loans(b)
Residential mortgage loans(b)
15,928 16,724 
Home equity
  
6,083
   
6,402
 Home equity5,183 6,083 
Indirect secured consumer loans
  
11,538
   
8,976
 Indirect secured consumer loans13,653 11,538 
Credit card
  
2,532
   
2,470
 Credit card2,007 2,532 
Other consumer loans
  
2,723
   
2,342
 Other consumer loans3,014 2,723 
 
Total consumer loans
  
39,600
   
35,694
 Total consumer loans39,785 39,600 
 
Total portfolio loans and leases
 $
109,558
   
95,265
 Total portfolio loans and leases$108,782 109,558 
 
(a)Includes $4.8 billion, as of December 31, 2020, related to the SBA’s Paycheck Protection Program.
(b)Includes $39, as of December 31, 2020, of residential mortgage loans previously sold to GNMA for which the Bancorp is deemed to have regained effective control over under ASC Topic 860, but did not exercise its option to repurchase. Refer to Note 17 for further information.

Portfolio loans and leases are recorded net of unearned income, which totaled $280 million as of December 31, 2020 and $354 million as of December 31, 2019 and $479 million as of December 31, 2018.2019. Additionally, portfolio loans and leases excluding PCI loans, 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 premium of $249$251 million and $296$249 million as of December 31, 2020 and 2019, respectively. The amortized cost basis of loans and 2018, respectively.
leases excludes accrued interest receivable of $350 million at December 31, 2020, which is presented as a component of other assets in the Consolidated Balance Sheets.

The Bancorp’s FHLB and FRB borrowings are generallyprimarily secured by loans. The Bancorp had loans of $16.7$15.5 billion and $13.1$16.7 billion at December 31, 20192020 and 2018,2019, respectively, pledged at the FHLB, and loans of $47.3$37.8 billion and $42.6$47.3 billion at December 31, 20192020 and 2018,2019, respectively, pledged at the FRB.

The following table presents a summary of the total loans and leases owned by the Bancorp and net charge-offs (recoveries) as of and for the years ended December 31:
161 Fifth Third Bancorp
  
      
90 Days Past Due
  
Net
 
  
Carrying Value
  
and Still Accruing
  
Charge-Offs (Recoveries)
 
($ in millions)
  
        2019        
  
 
 
 
 
 
 
 
2018 
 
       
  
          2019
  
        2018          
  
        2019    
  
          2018        
 
  
Commercial and industrial loans
 
$
  
50,677
   
44,407
   
11
   
4
   
103
   
132
 
Commercial mortgage loans
   
10,964
   
6,977
   
15
   
2
   
(2)
   
(1)
 
Commercial construction loans
   
5,090
   
4,657
   
-
   
-
   
-
   
-
 
Commercial leases
   
3,363
   
3,600
   
-
   
-
   
7
   
1
 
Residential mortgage loans
   
17,988
   
16,041
   
50
   
38
   
4
   
7
 
Home equity
   
6,083
   
6,402
   
1
   
-
   
18
   
12
 
Indirect secured consumer loans
   
11,538
   
8,976
   
10
   
12
   
50
   
40
 
Credit card
   
2,532
   
2,470
   
42
   
37
   
134
   
101
 
Other consumer loans
   
2,723
   
2,342
   
1
   
-
   
55
   
38
 
  
Total loans and leases
 
$
  
110,958
   
95,872
   
130
   
93
   
369
   
330
 
  
Less: Loans and leases held for sale
 
$
  
1,400
   
607
             
                 
Total portfolio loans and leases
 
$
  
109,558
   
95,265
             
  


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Carrying Value90 Days Past Due and Still AccruingNet Charge-Offs (Recoveries)
($ in millions)202020192020201920202019
Commercial and industrial loans$49,895 50,677 39 11 198 103 
Commercial mortgage loans10,609 10,964 8 15 45 (2)
Commercial construction loans5,815 5,090 0 0 
Commercial leases2,954 3,363 1 23 
Residential mortgage loans20,393 17,988 70 50 2 
Home equity5,183 6,083 2 5 18 
Indirect secured consumer loans13,653 11,538 10 10 32 50 
Credit card2,007 2,532 31 42 126 134 
Other consumer loans3,014 2,723 2 40 55 
Total loans and leases$113,523 110,958 163 130 471 369 
Less: Loans and leases held for sale$4,741 1,400 
Total portfolio loans and leases$108,782 109,558 

The Bancorp engages in commercial lease products primarily related to the financing of commercial equipment. Leases are classified as sales-type if the Bancorp transfers control of the underlying asset to the lessee. The Bancorp classifies leases that do not meet any of the criteria for a sales-type lease as a direct financing lease if the present value of the sum of the lease payments and
any residual value guaranteed by the lessee and/or any other third party equals or exceeds substantially all of the fair value of the underlying asset and the collection of the lease payments and residual value guarantee is probable.

128  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the components of the net investment in leases as of:
  
($ in millions)
 
    December 31, 2019
(a)
        
 
  
Net investment in direct financing leases:
   
 Lease payment receivable (present value)
 $
2,196
 
 Unguaranteed residual assets (present value)
  
220
 
 Net discount on acquired leases
  
(7)
 
 Deferred selling profits
  
-
 
Net investment in sales-type leases:
   
 Lease payment receivable (present value)
  
510
 
 Unguaranteed residual assets (present value)
  
15
 
 Net discount on acquired leases
  
-
 
  
of December 31:
($ in millions)(a)
20202019
Net investment in direct financing leases:
Lease payment receivable (present value)$1,400 2,196 
Unguaranteed residual assets (present value)181 220 
Net discount on acquired leases(1)(7)
Net investment in sales-type leases:
Lease payment receivable (present value)976 510 
Unguaranteed residual assets (present value)36 15 
(a)Excludes $323 and $429 of leveraged leases at December 31, 2020 and 2019, respectively.

(a)Excludes $429 of leveraged leases at December 31, 2019.
The following table provides the components of the commercial lease financing portfolio as of:
  
($ in millions)
 
    December 31, 2018    
 
  
Rentals receivable, net of principal and interest on nonrecourse debt
 $
3,256
 
Estimated residual value of leased assets
  
804
 
Initial direct cost, net of amortization
  
19
 
  
Gross investment in commercial lease financing
  
4,079
 
Unearned income
  
(479)
 
  
Net investment in commercial lease financing
 $
3,600
 
  
Interest income recognized in the Consolidated Statements of Income for the yearyears ended December 31, 2020 and 2019 was $64 million and $88 million, respectively, for direct financing leases and $28 million and $13 million, respectively, for sales-type leases.

The following table presents undiscounted cash flows for both direct financing and sales-type leases for 20202021 through 20242025 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease receivables as follows:
 
As of December 31, 2019 ($ in millions)
 
Direct Financing
Leases
 
Sales-Type
            
Leases            
 
 
2020
 
$                             679      
  
121     
 
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)Direct Financing
Leases
Sales-Type Leases
2021
 
523      
  
133     
 2021$470 297 
2022
 
428      
  
112     
 2022360 253 
2023
 
257      
  
70     
 2023227 183 
2024
 
184      
  
63     
 2024161 132 
20252025115 69 
Thereafter
 
273      
  
75     
 Thereafter164 129 
 
Total undiscounted cash flows
 
$                          2,344      
  
574     
 Total undiscounted cash flows$1,497 1,063 
Less: Difference between undiscounted cash flows and discounted cash flows
 
148      
  
64     
 Less: Difference between undiscounted cash flows and discounted cash flows97 87 
 
Present value of lease payments (recognized as lease receivables)
 
$                          2,196      
  
510     
 Present value of lease payments (recognized as lease receivables)$1,400 976 
 

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. AtThe Bancorp maintained an allowance of $29 million at December 31, 2019,2020 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 residual value, in the net investment in leases. The Bancorp maintained an allowance of $17 million at December 31, 2019 to cover the inherent losses, including the potential losses related to the residual value, in the net investment in leases. Refer to Note 7 for additional information on credit quality and the ALLL.
At December 31, 2018, the Bancorp maintained an allowance of $18 million to cover the losses related to the minimum lease payments. Any declines in residual value that were deemed to be other-than-temporary were recognized as a loss and included as a component of corporate banking revenue in the Consolidated Statements of Income.
129162 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
7. CREDIT QUALITY AND THE ALLOWANCE FOR LOAN AND LEASE LOSSESCredit 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 years ended December 31:
 
  
      Residential 
    
2019 ($ in millions)
 
Commercial
 
Mortgage  
 
      Consumer
 
      Unallocated
 
Total    
 
 
Balance, beginning of period
 $
645
  
81
 
267
 
110
 
1,103
 
 Losses
charged-off
(a)
  
(127)
  
(9)
 
(374)
 
-
 
(510)
 
 Recoveries of losses previously
charged-off
(a)
  
19
  
5
 
117
 
-
 
141
 
 Provision for (benefit from) loan and lease losses
  
173
  
(4)
 
288
 
11
 
468
 
 
Balance, end of period
 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
710
  
73
 
298
 
121
 
1,202
 
 
2020 ($ in millions)CommercialResidential MortgageConsumerUnallocatedTotal    
Balance, beginning of period$710 73 298 121 1,202 
Impact of adoption of ASU 2016-13(a)
160 196 408 (121)643 
Losses charged-off(b)
(282)(9)(320)0 (611)
Recoveries of losses previously charged-off(b)
16 7 117 0 140 
Provision for loan and lease losses852 27 200 0 1,079 
Balance, end of period$1,456 294 703 0 2,453 
(a)Includes $31, $2 and $1 in Commercial, Residential Mortgage and Consumer, respectively, related to the initial recognition of an ALLL on PCD loans.
(a) For the year ended
December 31, 2019
, the(b)The Bancorp recorded
$48
$42 in both losses
charged-off
and recoveries of losses
charged-off
related to customer defaults on
point-of-sale
consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.
 
  
      Residential 
    
2018 ($ in millions)
 
Commercial
 
Mortgage  
 
      Consumer
 
      Unallocated
 
Total    
 
 
Balance, beginning of period
 $
753
  
89
 
234
 
120
 
1,196
 
 Losses
charged-off
(a)
  
(157)
  
(13)
 
(280)
 
-
 
(450)
 
 Recoveries of losses previously
charged-off
(a)
  
25
  
6
 
89
 
-
 
120
 
 Provision for (benefit from) loan and lease losses
  
24
  
(1)
 
224
 
(10)
 
237
 
 
Balance, end of period
 $
645
  
81
 
267
 
110
 
1,103
 
 

2019 ($ in millions)CommercialResidential MortgageConsumerUnallocatedTotal    
Balance, beginning of period$645 81 267 110 1,103 
Losses charged-off(a)
(127)(9)(374)(510)
Recoveries of losses previously charged-off(a)
19 117 141 
Provision for (benefit from) loan and lease losses173 (4)288 11 468 
Balance, end of period$710 73 298 121 1,202 
(a) For the year ended December 31, 2018, theThe Bancorp recorded $29$48 in both losses
charged-off
and recoveries of losses
charged-off
related to customer defaults on
point-of-sale
consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.
 
  
      Residential 
    
2017 ($ in millions)
 
Commercial
 
Mortgage  
 
      Consumer
 
      Unallocated
 
Total    
 
 
Balance, beginning of period
 $
831
  
96
 
214
 
112
 
1,253
 
 Losses
charged-off
  
(154)
  
(15)
 
(212)
 
-
 
(381)
 
 Recoveries of losses previously
charged-off
  
29
  
8
 
46
 
-
 
83
 
 Provision for loan and lease losses
  
66
  
-
 
186
 
9
 
261
 
 Deconsolidation of a VIE
  
(19)
  
-
 
-
 
(1)
 
(20)
 
 
Balance, end of period
 $
753
  
89
 
234
 
120
 
1,196
 
 

2018 ($ in millions)CommercialResidential MortgageConsumerUnallocatedTotal    
Balance, beginning of period$753 89 234 120 1,196 
Losses charged-off(a)
(157)(13)(280)(450)
Recoveries of losses previously charged-off(a)
25 89 120 
Provision for (benefit from) loan and lease losses24 (1)224 (10)237 
Balance, end of period$645 81 267 110 1,103 
(a)The Bancorp recorded $29 in both losses charged-off and recoveries of losses charged-off related to customer defaults on point-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

The following tables provide a summary of the ALLL and related loans and leases classified by portfolio segment:
 
  
Residential 
    
As of December 31, 2019 ($ in millions)
 
Commercial
 
Mortgage 
 
Consumer
 
      Unallocated
 
Total    
 
 
ALLL:
(a)
        
Individually evaluated for impairment
 $
82
  
55
 
33
 
-    
 
170
 
Collectively evaluated for impairment
  
628
  
18
 
265
 
-    
 
911
 
Unallocated
  
-  
  
-  
 
-  
 
121
 
121
 
 
Total ALLL
 $
710
  
73
 
298
 
121
 
1,202
 
 
Portfolio loans and leases:
(b)
        
Individually evaluated for impairment
 $
413
  
814
 
302
 
-    
 
1,529
 
Collectively evaluated for impairment
  
69,047
  
15,690
 
22,558
 
-    
 
107,295
 
Purchased credit impaired
  
498
  
37
 
16
 
-    
 
551
 
 
Total portfolio loans and leases
 $
69,958
  
16,541
 
22,876
 
-    
 
109,375
 
 
As of December 31, 2020 ($ in millions)CommercialResidential Mortgage ConsumerTotal    
ALLL:(a)
Individually evaluated$114 68 43 225 
Collectively evaluated1,342 226 660 2,228 
Total ALLL$1,456 294 703 2,453 
Portfolio loans and leases:(b)
Individually evaluated$962 628 273 1,863 
Collectively evaluated67,701 15,073 23,569 106,343 
Purchased credit deteriorated(c)
334 66 15 415 
Total portfolio loans and leases$68,997 15,767 23,857 108,621 
(a)Includes $3 related to commercial leveraged leases at December 31, 2020.
(b)Excludes $161 of residential mortgage loans measured at fair value and includes $323 of commercial leveraged leases, net of unearned income, at December 31, 2020.
(c)Includes $39, as of December 31, 2020, of residential mortgage loans previously sold to GNMA for which the Bancorp is deemed to have regained effective control over under ASC Topic 860, but did not exercise its option to repurchase. Refer to Note 17 for further information.
(a)
Includes
$1
related to leveraged leases at
December 31, 2019
.
(b)
Excludes
$183
of residential mortgage loans measured at fair value and includes
$429
of leveraged leases, net of unearned income, at
December 31, 2019
.

130163 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2019 ($ in millions)CommercialResidential MortgageConsumerUnallocatedTotal
ALLL:(a)
Individually evaluated for impairment$82 55 33 170 
Collectively evaluated for impairment628 18 265 911 
Unallocated121 121 
Total ALLL$710 73 298 121 1,202 
Portfolio loans and leases:(b)
Individually evaluated for impairment$413 814 302 1,529 
Collectively evaluated for impairment69,047 15,690 22,558 107,295 
Purchased credit impaired498 37 16 551 
Total portfolio loans and leases$69,958 16,541 22,876 109,375 
(a)Includes $1 related to commercial leveraged leases at December 31, 2019.
  
   
    Residential
       
As of December 31, 2018 ($ in millions)
 
    Commercial
  
    Mortgage
  
Consumer
  
Unallocated
  
Total        
 
  
ALLL:
(a)
               
 Individually evaluated for impairment
 $
42
   
61
   
38
   
-     
   
141
 
 Collectively evaluated for impairment
  
603
   
20
   
229
   
-     
   
852
 
 Unallocated
  
-        
   
-   
   
-   
   
110
   
110
 
  
Total ALLL
 $
645
   
81
   
267
   
110
   
1,103
 
  
Portfolio loans and leases:
(b)
               
 Individually evaluated for impairment
 $
277
   
736
   
278
   
-     
   
1,291
 
 Collectively evaluated for impairment
  
59,294
   
14,589
   
19,912
   
-     
   
93,795
 
  
Total portfolio loans and leases
 $
59,571
   
15,325
   
20,190
   
-     
   
95,086
 
  
(b)Excludes $183 of residential mortgage loans measured at fair value and includes $429 of commercial leveraged leases, net of unearned income at December 31, 2019.

(a)Includes $1 related to leveraged leases at December 31, 2018.
(b)Excludes $179 of residential mortgage loans measured at fair value and includes $624 of leveraged leases, net of unearned income at December 31, 2018.
CREDIT RISK PROFILE
Commercial Portfolio Segment
For purposes of analyzing historical loss rates used in the determination of the ALLL and 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, and for purposes of analyzing historical loss rates used in the determination of the ALLL for the commercial portfolio segment, the Bancorp utilizes the following categories of credit grades: 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 in this grade 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.

Loans and leases classified as loss are considered uncollectible and are
charged-off
charged off in the period in which they are determined to be uncollectible. Because loans and leases in this category are fully
charged-off,
charged off, they are not included in the following tables.

For loans and leases that are collectively evaluated, 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. Refer to Note 1 for additional 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.

164 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables summarizetable summarizes the credit risk profile of the Bancorp’s commercial portfolio segment, by class and vintage:
As of December 31, 2020 ($ in millions)Term Loans and Leases
Amortized Cost Basis by Origination Year
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized Cost Basis
20202019201820172016PriorTotal
Commercial and industrial loans:
Pass$7,042 2,144 1,114 700 471 703 31,657 0 43,831 
Special mention66 46 167 46 5 21 2,317 0 2,668 
Substandard119 80 107 60 39 104 2,639 0 3,148 
Doubtful0 2 9 0 0 0 7 0 18 
Total commercial and industrial loans$7,227 2,272 1,397 806 515 828 36,620 0 49,665 
Commercial mortgage owner-occupied loans:

Pass$1,047 655 416 288 249 420 1,025 0 4,100 
Special mention58 12 16 7 2 17 64 0 176 
Substandard211 17 33 7 13 30 88 0 399 
Doubtful0 0 0 0 0 0 0 0 0 
Total commercial mortgage owner-occupied loans$1,316 684 465 302 264 467 1,177 0 4,675 
Commercial mortgage nonowner-occupied loans:

Pass$902 679 548 247 223 341 1,626 0 4,566 
Special mention252 68 17 8 36 9 416 0 806 
Substandard149 3 49 14 2 25 301 0 543 
Doubtful12 0 0 0 0 0 0 0 12 
Total commercial mortgage nonowner-occupied loans$1,315 750 614 269 261 375 2,343 0 5,927 
Commercial construction loans:

Pass$98 49 27 0 9 12 4,721 0 4,916 
Special mention67 0 0 0 0 0 591 0 658 
Substandard8 0 0 0 0 0 233 0 241 
Doubtful0 0 0 0 0 0 0 0 0 
Total commercial construction loans$173 49 27 0 9 12 5,545 0 5,815 
Commercial leases:

Pass$622 374 315 369 314 824 0 0 2,818 
Special mention5 16 5 0 0 0 0 0 26 
Substandard7 4 16 21 6 17 0 0 71 
Doubtful0 0 0 0 0 0 0 0 0 
Total commercial leases$634 394 336 390 320 841 0 0 2,915 
Total commercial loans and leases:
Pass$9,711 3,901 2,420 1,604 1,266 2,300 39,029 0 60,231 
Special mention448 142 205 61 43 47 3,388 0 4,334 
Substandard494 104 205 102 60 176 3,261 0 4,402 
Doubtful12 2 9 0 0 0 7 0 30 
Total commercial loans and leases$10,665 4,149 2,839 1,767 1,369 2,523 45,685 0 68,997 

The following table summarizes the credit risk profile of the Bancorp’s commercial portfolio segment, by class:
 
   
        Special        
       
As of December 31, 2019 ($ in millions)
 
          Pass
 
 
 
 
  
        Mention        
  
    Substandard  
  
Doubtful
  
Total      
 As of December 31, 2019 ($ in millions)PassSpecial MentionSubstandardDoubtfulTotal
 
Commercial and industrial loans
 $
47,671
   
1,423
   
1,406
   
42
   
50,542
 Commercial and industrial loans$47,671 1,423 1,406 42 50,542 
Commercial mortgage owner-occupied loans
  
4,421
   
162
   
293
   
4
   
4,880
 Commercial mortgage owner-occupied loans4,421 162 293 4,880 
Commercial mortgage nonowner-occupied loans
  
5,866
   
135
   
82
   
-    
   
6,083
 Commercial mortgage nonowner-occupied loans5,866 135 82 6,083 
Commercial construction loans
  
4,963
   
52
   
75
   
-    
   
5,090
 Commercial construction loans4,963 52 75 5,090 
Commercial leases
  
3,222
   
53
   
88
   
-    
   
3,363
 Commercial leases3,222 53 88 3,363 
 
Total commercial loans and leases
 $
66,143
   
1,825
   
1,944
   
46
   
69,958
 Total commercial loans and leases$66,143 1,825 1,944 46 69,958 
 
               
 
   
        Special        
       
As of December 31, 2018 ($ in millions)
 
          Pass
 
 
 
 
  
        Mention        
  
    Substandard  
  
Doubtful
  
Total      
 
 
Commercial and industrial loans
 $
42,695
   779   
853
   
13
   
44,340
 
Commercial mortgage owner-occupied loans
  
3,122
   
23
   
139
   
-    
   
3,284
 
Commercial mortgage nonowner-occupied loans
  
3,632
   
27
   
31
   
-    
   
3,690
 
Commercial construction loans
  
4,657
   
-         
   
-         
   
-    
   
4,657
 
Commercial leases
  
3,475
   
72
   
53
   
-    
   
3,600
 
 
Total commercial loans and leases
 $
57,581
   901   
1,076
   
13
   
59,571
 
 

131165 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 Leases90 Days Past Due and Still Accruing
As of December 31, 2020 ($ in millions)
30-89 Days(a)
90 Days or More(a)
Total Past Due  
Commercial loans and leases:
Commercial and industrial loans$49,421 119 125 244 49,665 39 
Commercial mortgage owner-occupied loans4,645 7 23 30 4,675 7 
Commercial mortgage nonowner-occupied loans5,860 31 36 67 5,927 1 
Commercial construction loans5,808 7 0 7 5,815 0 
Commercial leases2,906 7 2 9 2,915 1 
Total portfolio commercial loans and leases$68,640 171 186 357 68,997 48 
(a)Includes accrual and nonaccrual loans and leases.

Current Loans and Leases(a)
Past DueTotal Loans and Leases90 Days Past Due and Still Accruing
As of December 31, 2019 ($ in millions)
30-89 Days(a)
90 Days or More(a)
Total Past Due  
Commercial loans and leases:
Commercial and industrial loans$50,305 133 104 237 50,542 11 
Commercial mortgage owner-occupied loans4,853 23 27 4,880 
Commercial mortgage nonowner-occupied loans6,072 11 6,083 
Commercial construction loans5,089 5,090 
Commercial leases3,338 11 14 25 3,363 
Total portfolio commercial loans and leases$69,657 154 147 301 69,958 26 
(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 is presented by class in the age analysis section whileand the performing versus nonperforming status is presented in the following table. Refer to the nonaccrual loans and leases section of Note 1 for additional delinquency and nonperforming information. Loans and leases which received payment deferrals or forbearances as part of the Bancorp’s COVID-19 customer relief programs are generally not reported as delinquent during the forbearance or deferral period if the loan or lease was less than 30 days past due at March 1, 2020 (the effective date of the COVID-19 national emergency declaration) unless the loan or lease subsequently becomes delinquent according to its modified terms. Refer to Note 1 for additional information.

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 particularly significant 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 credit card and 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 1 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.

The following table presents a summary of the Bancorp’s residential mortgage and consumer portfolio segments, by class and vintage, disaggregated by both age and performing versus nonperforming status:

166 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2020 ($ in millions)Term Loans
Amortized Cost Basis by Origination Year
Revolving
Loans
Amortized
Cost Basis
Revolving
Loans
Converted to
Term Loans
Amortized Cost Basis
20202019201820172016PriorTotal
Residential mortgage loans:
Performing:
Current(a)
$4,006 2,128 827 1,635 2,301 4,719 0 0 15,616 
30-89 days past due1 1 3 3 1 12 0 0 21 
90 days or more past due0 6 2 7 7 48 0 0 70 
Total performing4,007 2,135 832 1,645 2,309 4,779 0 0 15,707 
Nonperforming1 0 2 2 3 52 0 0 60 
Total residential mortgage loans(b)
$4,008 2,135 834 1,647 2,312 4,831 0 0 15,767 
Home equity:

Performing:

Current$11 24 30 4 2 153 4,825 10 5,059 
30-89 days past due0 0 0 0 0 3 33 0 36 
90 days or more past due0 0 0 0 0 2 0 0 2 
Total performing11 24 30 4 2 158 4,858 10 5,097 
Nonperforming0 0 0 0 0 10 75 1 86 
Total home equity$11 24 30 4 2 168 4,933 11 5,183 
Indirect secured consumer loans:

Performing:









Current$6,626 3,752 1,678 860 372 214 0 0 13,502 
30-89 days past due25 41 31 17 7 4 0 0 125 
90 days or more past due1 2 3 2 1 1 0 0 10 
Total performing6,652 3,795 1,712 879 380 219 0 0 13,637 
Nonperforming1 5 4 3 2 1 0 0 16 
Total indirect secured consumer loans$6,653 3,800 1,716 882 382 220 0 0 13,653 
Credit card:

Performing:
Current$0 0 0 0 0 0 1,914 0 1,914 
30-89 days past due0 0 0 0 0 0 30 0 30 
90 days or more past due0 0 0 0 0 0 31 0 31 
Total performing0 0 0 0 0 0 1,975 0 1,975 
Nonperforming0 0 0 0 0 0 32 0 32 
Total credit card$0 0 0 0 0 0 2,007 0 2,007 
Other consumer loans

Performing:

Current$883 546 437 178 32 40 878 1 2,995 
30-89 days past due2 5 4 2 0 0 2 0 15 
90 days or more past due0 2 0 0 0 0 0 0 2 
Total performing885 553 441 180 32 40 880 1 3,012 
Nonperforming0 0 0 0 0 1 1 0 2 
Total other consumer loans$885 553 441 180 32 41 881 1 3,014 
Total residential mortgage and
consumer loans
Performing:
Current$11,526 6,450 2,972 2,677 2,707 5,126 7,617 11 39,086 
30-89 days past due28 47 38 22 8 19 65 0 227 
90 days or more past due1 10 5 9 8 51 31 0 115 
Total performing11,555 6,507 3,015 2,708 2,723 5,196 7,713 11 39,428 
Nonperforming2 5 6 5 5 64 108 1 196 
Total residential mortgage and
    consumer loans(b)
$11,557 6,512 3,021 2,713 2,728 5,260 7,821 12 39,624 
(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, 2020, $103 of these loans were 30-89 days past due and $242 were 90 days or more past due.The Bancorp recognized $3 of losses during the year ended December 31, 2020 due to claim denials and curtailments associated with these insured or guaranteed loans.
(b)Excludes $161 of residential mortgage loans measured at fair value at December 31, 2020.
167 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents a summary of the Bancorp’s residential mortgage and consumer portfolio segments, by class, disaggregated into performing versus nonperforming status asstatus:
As of December 31, 2019 ($ in millions)PerformingNonperforming
Residential mortgage loans(a)
$16,450 91 
Home equity5,989 94 
Indirect secured consumer loans11,531 
Credit card2,505 27 
Other consumer loans2,721 
Total residential mortgage and consumer loans(a)
$39,196 221 
(a)Excludes $183 of residential mortgage loans measured at fair value at December 31:
  
2019
   
2018
 
($ in millions)
  
        Performing        
  
        Nonperforming        
  
  
 
        Performing        
  
        Nonperforming        
 
Residential mortgage loans
(a)
 
$  
  
16,450
   
91
    
15,303
   
22
 
Home equity
   
5,989
   
94
    
6,332
   
70
 
Indirect secured consumer loans
   
11,531
   
7
    
8,975
   
1
 
Credit card
   
2,505
   
27
    
2,444
   
26
 
Other consumer loans
   
2,721
   
2
    
2,341
   
1
 
Total residential mortgage and consumer loans
(a)
 
$  
  
39,196
   
221
    
35,395
   
120
 
31, 2019.

(a)
Excludes
$183
and $179 of residential mortgage loans measured at fair value at
December 31, 2019
and 2018, respectively.
Age Analysis of Past Due Consumer Loans and Leases
The following tables summarize the Bancorp’s recorded investment in portfolio loans and leases, by age and class:
 
        Current 
  
Past Due
    
90 Days Past    
 
 
        Loans and 
  
30-89
  
90 Days
  
Total  
  
Total Loans
  
Due and Still    
 
As of December 31, 2019 ($ in millions)
 
        Leases
(b)(c)
 
  
Days
(c)
  
or More
(c)
  
Past Due  
  
and Leases
  
Accruing    
 
Commercial loans and leases:
                  
 Commercial and industrial loans
 $
50,305
   
133
   
104
   
237
   
50,542
   
11
 
 Commercial mortgage owner-occupied loans
  
4,853
   
4
   
23
   
27
   
4,880
   
9
 
 Commercial mortgage nonowner-occupied loans
  
6,072
   
5
   
6
   
11
   
6,083
   
6
 
 Commercial construction loans
  
5,089
   
1
   
-
   
1
   
5,090
   
-
 
 Commercial leases
  
3,338
   
11
   
14
   
25
   
3,363
   
-
 
Residential mortgage loans
(a)
  
16,372
   
27
   
142
   
169
   
16,541
   
50
 
Consumer loans:
                  
 Home equity
  
5,965
   
61
   
57
   
118
   
6,083
   
1
 
 Indirect secured consumer loans
  
11,389
   
132
   
17
   
149
   
11,538
   
10
 
 Credit card
  
2,434
   
50
   
48
   
98
   
2,532
   
42
 
 Other consumer loans
  
2,702
   
18
   
3
   
21
   
2,723
   
1
 
Total portfolio loans and leases
(a)
 $
108,519
   
442
   
414
   
856
   
109,375
   
130
 
(a)
Excludes
$183
of residential mortgage loans measured at fair value at
December 31, 2019
.
(b)
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, 2019
,
$94
of these loans were
30-89
days past due and
$261
were 90 days or more past due. The Bancorp recognized
$4
of losses during the year ended
December 31, 2019
due to claim denials and curtailments associated with these insured or guaranteed loans.
(c)Includes accrual and nonaccrual loans and leases.
132  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
        Current  
  
Past Due
    
90 Days Past    
 
 
        Loans and  
  
30-89
  
90 Days
  
Total    
  
Total Loans
  
Due and Still    
 
As of December 31, 2018 ($ in millions)
 
        Leases
(b)(c)
  
  
Days
(c)
  
or More
(c)
  
Past Due    
  
and Leases
  
Accruing    
 
Commercial loans and leases:
                  
Commercial and industrial loans
 $
44,213
   
32
   
95
   
127
   
44,340
   
4
 
Commercial mortgage owner-occupied loans
  
3,277
   
1
   
6
   
7
   
3,284
   
2
 
Commercial mortgage nonowner-occupied loans
  
3,688
   
1
   
1
   
2
   
3,690
   
-
 
Commercial construction loans
  
4,657
   
-
   
-
   
-
   
4,657
   
-
 
Commercial leases
  
3,597
   
1
   
2
   
3
   
3,600
   
-
 
Residential mortgage loans
(a)
  
15,227
   
37
   
61
   
98
   
15,325
   
38
 
Consumer loans:
                  
Home equity
  
6,280
   
71
   
51
   
122
   
6,402
   
-
 
Indirect secured consumer loans
  
8,844
   
119
   
13
   
132
   
8,976
   
12
 
Credit card
  
2,381
   
47
   
42
   
89
   
2,470
   
37
 
Other consumer loans
  
2,323
   
17
   
2
   
19
   
2,342
   
-
 
Total portfolio loans and leases
(a)
 $
94,487
   
326
   
273
   
599
   
95,086
   
93
 
(a)Excludes $179 of residential mortgage loans measured at fair value at December 31, 2018.
(b)
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, 2018, $90 of these loans were
30-89
days past due and $195 were 90 days or more past due. The Bancorp recognized $5 of losses during the year ended December 31, 2018 due to claim denials and curtailments associated with these insured or guaranteed loans.
(c)Includes accrual and nonaccrual loans and leases.
Impaired Portfolio Loans and Leases
Larger commercial loans and leases included within aggregate borrower relationship balances exceeding $1 million that exhibit probable or observed credit weaknesses are subject to individual review for impairment. The Bancorp also performs an individual review on loans and leases that are restructured in a TDR.
The Bancorp considers the current value of collateral, credit quality of any guarantees, the loan structure and other factors when evaluating whether an individual loan or lease is impaired. Other factors may include the geography and industry of the borrower, size and financial condition of the borrower, cash flow and leverage of the borrower and the Bancorp’s evaluation of the borrower’s management. Smaller-balance homogenous loans or leases that are collectively evaluated for impairment are not included in the following tables.
The following tables summarize the Bancorp’s impaired portfolio loans and leases, by class, that were subject to individual review, which includes all portfolio loans and leases restructured in a TDR as of December 31:
2019 ($ in millions)
   
  Unpaid
  Principal
  Balance
  
              Recorded
              Investment
  
        ALLL
   
With a related ALLL:
               
Commercial loans and leases:
               
Commercial and industrial loans
    $
277
   
215
   
76
    
Commercial mortgage owner-occupied loans
     
4
   
4
   
-  
    
Commercial mortgage nonowner-occupied loans
     
1
   
-  
   
-  
    
Commercial leases
     
26
   
26
   
6
    
Restructured residential mortgage loans
     
431
   
429
   
55
    
Restructured consumer loans:
               
Home equity
     
127
   
127
   
20
    
Indirect secured consumer loans
     
4
   
4
   
-  
    
Credit card
     
47
   
44
   
13
    
Total impaired portfolio loans and leases with a related ALLL
    $
917
   
849
   
170
    
With no related ALLL:
               
Commercial loans and leases:
               
Commercial and industrial loans
    $
156
   
142
   
-  
    
Commercial mortgage owner-occupied loans
     
21
   
21
   
-  
    
Commercial mortgage nonowner-occupied loans
     
3
   
3
   
-  
    
Commercial leases
     
2
   
2
   
-  
    
Restructured residential mortgage loans
     
401
   
385
   
-  
    
Restructured consumer loans:
               
Home equity
     
125
   
119
   
-  
    
Indirect secured consumer loans
     
10
   
8
   
-  
    
Total impaired portfolio loans and leases with no related ALLL
    $
718
   
680
   
-  
    
Total impaired portfolio loans and leases
    $
1,635
   
1,529
(a)
 
  
170
    
(a)
Includes
$23
,
$735
and
$230
, respectively, of commercial, residential mortgage and consumer portfolio TDRs on accrual status and
$231
,
$79
and
$72
, respectively, of commercial, residential mortgage and consumer portfolio TDRs on nonaccrual status at
December 31, 2019
.
133  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2018 ($ in millions)
 
      Unpaid
      Principal
      Balance
  
      Recorded
      Investment
  
    ALLL       
 
With a related ALLL:
         
Commercial loans and leases:
         
Commercial and industrial loans
 $
156
   
107
   
34
 
Commercial mortgage owner-occupied loans
  
2
   
2
   
1
 
Commercial mortgage nonowner-occupied loans
  
2
   
1
   
-
 
Commercial leases
  
23
   
22
   
7
 
Restructured residential mortgage loans
  
465
   
462
   
61
 
Restructured consumer loans:
         
Home equity
  
146
   
145
   
22
 
Indirect secured consumer loans
  
5
   
4
   
1
 
Credit card
  
47
   
44
   
15
 
  
Total impaired portfolio loans and leases with a related ALLL
 $
846
   
787
   
141
 
  
With no related ALLL:
         
Commercial loans and leases:
         
Commercial and industrial loans
 $
137
   
125
   
-
 
Commercial mortgage owner-occupied loans
  
9
   
9
   
-
 
Commercial mortgage nonowner-occupied loans
  
11
   
11
   
-
 
Restructured residential mortgage loans
  
292
   
274
   
-
 
Restructured consumer loans:
         
Home equity
  
85
   
83
   
-
 
Indirect secured consumer loans
  
2
   
2
   
-
 
Total impaired portfolio loans and leases with no related ALLL
 $
536
   
504
   
-
 
  
Total impaired portfolio loans and leases
 $
1,382
   
1,291
(a)
 
  
141
 
  
(a)Includes $60, $724 and $237, respectively, of commercial, residential mortgage and consumer portfolio TDRs on accrual status and $147, $12 and $41, respectively, of commercial, residential mortgage and consumer portfolio TDRs on nonaccrual status at December 31, 2018.
The following table summarizes the Bancorp’s average impairedamortized cost basis of portfolio consumer loans, by age and class:
Current Loans and Leases(b)(c) 
Past DueTotal Loans and Leases90 Days Past Due and Still Accruing    
As of December 31, 2019 ($ in millions)
30-89 Days(c)
90 Days or More(c)
Total Past Due  
Residential mortgage loans(a)
$16,372 27 142 169 16,541 50 
Consumer loans:
Home equity5,965 61 57 118 6,083 
Indirect secured consumer loans11,389 132 17 149 11,538 10 
Credit card2,434 50 48 98 2,532 42 
Other consumer loans2,702 18 21 2,723 
Total portfolio consumer loans(a)
$38,862 288 267 555 39,417 104 
(a)Excludes $183 of residential mortgage loans measured at fair value at December 31, 2019.
(b)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, 2019, $94 of these loans were 30-89 days past due and $261 were 90 days or more past due. The Bancorp recognized $4 of losses during the year ended December 31, 2019 due to claim denials and curtailments associated with these insured or guaranteed loans.
(c)Includes accrual and nonaccrual loans.

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 class, and interest income, by class, for the years ended December 31:
  
 
2019
  
2018
  
2017
 
          
($ in millions)
 
        Average        
        Recorded        
        Investment        
  
  Interest        
  Income        
  Recognized        
  
    Average  
    Recorded  
    Investment  
  
  Interest
  Income
  Recognized
  
    Average    
    Recorded    
    Investment    
  
Interest      
Income      
Recognized      
 
  
Commercial loans and leases:
                  
Commercial and industrial loans
 $
306
   
7
   
373
   
15
   
579
   
10
 
Commercial mortgage owner-occupied loans
  
23
   
-
   
15
   
-
   
35
   
-
 
Commercial mortgage nonowner-occupied loans
  
8
   
-
   
24
   
-
   
61
   
1
 
Commercial leases
  
28
   
1
   
18
   
-
   
3
   
-
 
Restructured residential mortgage loans
  
756
   
30
   
743
   
28
   
657
   
25
 
Restructured consumer loans:
                  
Home equity
  
221
   
11
   
244
   
12
   
281
   
12
 
Indirect secured consumer loans
  
7
   
-
   
8
   
-
   
11
   
-
 
Credit card
  
44
   
4
   
44
   
5
   
50
   
4
 
  
Total average impaired portfolio loans and leases
 $
1,393
   
53
   
1,469
   
60
   
1,677
   
52
 
  
portfolio class:
As of December 31, 2020 ($ in millions)Amortized Cost Basis
Commercial loans and leases:
Commercial and industrial loans$810 
Commercial mortgage owner-occupied loans101 
Commercial mortgage nonowner-occupied loans82 
Commercial construction loans19 
Commercial leases
Total commercial loans and leases1,018 
Residential mortgage loans80 
Consumer loans:
Home equity71 
Indirect secured consumer loans
Other consumer loans
Total consumer loans80 
Total portfolio loans and leases$1,178 

134  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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; restructured loans which have not yet met the requirements to be
returned to
accrual status;
certain restructured consumer and residential
mortgage loans which
are
90
days past due based on the restructured terms unless the loan is both well-secured and in the process of collection; and certain other assets, including OREO and other repossessed property.

168 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 December 31, 2020 ($ in millions)For the year ended December 31, 2020
With an ALLLNo Related
ALLL
TotalInterest Income Recognized
Commercial loans and leases:
Commercial and industrial loans$213 260 473 8 
Commercial mortgage owner-occupied loans20 60 80 0 
Commercial mortgage nonowner-occupied loans34 43 77 1 
Commercial construction loans1 0 1 0 
Commercial leases6 1 7 1 
Total nonaccrual portfolio commercial loans and leases274 364 638 10 
Residential mortgage loans11 49 60 28 
Consumer loans:
Home equity55 31 86 9 
Indirect secured consumer loans8 8 16 0 
Credit card32 0 32 4 
Other consumer loans2 0 2 0 
Total nonaccrual portfolio consumer loans97 39 136 13 
Total nonaccrual portfolio loans and leases(a)(b)
$382 452 834 51 
OREO and other repossessed property0 30 30 0 
Total nonperforming portfolio assets(a)(b)
$382 482 864 51 
(a)Excludes $5 of nonaccrual loans held for sale and $1 of nonaccrual restructured loans held for sale.
(b)Includes $29 of nonaccrual government insured commercial loans whose repayments are insured by the SBA, of which $17 are restructured nonaccrual government insured commercial loans.

The following table presents the Bancorp’s nonaccrual loans and leases, by class, and OREO and other repossessed property as of December 31:
  
($ in millions)
 
2019
  
        2018        
 
  
Commercial loans and leases:
      
Commercial and industrial loans
 $
338
   
193
 
Commercial mortgage owner-occupied loans
  
29
   
11
 
Commercial mortgage nonowner-occupied loans
  
1
   
2
 
Commercial construction loans
  
1
   
-
 
Commercial leases
  
28
   
22
 
  
Total nonaccrual portfolio commercial loans and leases
  
397
   
228
 
  
Residential mortgage loans
  
91
   
22
 
Consumer loans:
      
Home equity
  
94
   
69
 
Indirect secured consumer loans
  
7
   
1
 
Credit card
  
27
   
27
 
Other consumer loans
  
2
   
1
 
  
Total nonaccrual portfolio consumer loans
  
130
   
98
 
  
Total nonaccrual portfolio loans and leases
(a)(b)
 $
618
   
348
 
  
OREO and other repossessed property
  
62
   
47
 
  
Total nonperforming portfolio assets
(a)(b)
 $             
680
   
395
 
  
of:
(a)
Excludes
($7and $16 of nonaccrual in millions)December 31,
2019
Commercial loans and leases held for sale at
December 31, 2019
leases:
Commercial and 2018, respectively.industrial loans$338 
(b)Commercial mortgage owner-occupied loans
Includes
$16
and $6 of29 
Commercial mortgage nonowner-occupied loans
Commercial construction loans
Commercial leases28 
Total nonaccrual government insuredportfolio commercial loans whose repayments are insured by the SBA at
December 31, 2019
and 2018, respectively, of whichleases
397 
Residential mortgage loans91 
Consumer loans:
Home equity94 
Indirect secured consumer loans
Credit card27 
Other consumer loans
Total nonaccrual portfolio consumer loans130 
$11
Total nonaccrual portfolio loans and $2 are restructured nonaccrual government insured commercial loans at
December 31, 2019leases(a)(b)
$618 
OREO and 2018, respectively.other repossessed property62 
Total nonperforming portfolio assets(a)(b)
$680 
(a)Excludes $7 of nonaccrual loans and leases held for sale.
(b)Includes $16 of nonaccrual government insured commercial loans whose repayments are insured by the SBA, of which $11 are restructured nonaccrual government insured commercial loans.

The Bancorp’s recorded investmentamortized 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 $212$136 million and $153$212 million as of December 31, 2020 and 2019, and 2018, respectively.

Troubled Debt Restructurings
A loan is accounted for as a TDR if the Bancorp, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that it would not otherwise consider. TDRs include concessions granted under reorganization, arrangement or other provisions of the Federal Bankruptcy Act. Within each of the Bancorp’s loan classes, TDRs typically involve either a reduction of the
169 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
stated interest rate of the loan, an extension of the loan’s maturity date with a stated rate lower than the current market rate for a new loan with similar risk, or in limited circumstances, a reduction of the principal balance of the loan or the loan’s accrued interest. Modifying the terms of a loan may result in an increase or decrease to the ALLL depending upon the terms modified, the method used to measure the ALLL for a loan prior to modification, the extent of collateral, and whether any charge-offs were recorded on the loan before or at the time of modification. Refer to the ALLL section of Note 1 for information on the Bancorp’s ALLL methodology.
Upon modification of a loan, the Bancorp measures the related impairmentexpected credit loss as either the difference between the amortized cost of the loan and the fair value of collateral less cost to sell or the difference between the estimated future cash flows expected to be collected on the modified loan, discounted at the original effective yield of the loan, and the carrying value of the loan. The resulting measurement may result in the need for minimal or no allowance regardless of which is used because it is probable that all cash flows will be collected under the modified terms of the loan. In addition, if the stated interest rate was increased in a TDR that is not collateral-dependent, the cash flows on the modified loan, using the
pre-modification
interest rate as the discount rate, often exceed the recorded investmentamortized cost basis of the loan. Conversely, upon a modification that reduces the stated interest rate on a loan that is not collateral-dependent, the Bancorp recognizes an impairment loss as an increase to the ALLL. If a TDR involves a reduction of the principal balance of the loan or the loan’s accrued interest, that amount is
charged-off
charged off to the ALLL. Loans discharged in a Chapter 7 bankruptcy and not reaffirmed by the borrower are treated as nonaccrual collateral-dependent loans with impairmenta charge-off recognized to reduce the carrying values of such loans to the fair value of the related collateral less costs to sell. Certain loan modifications which were made in response to the COVID-19 pandemic were not evaluated for classification as a TDR. Refer to the Regulatory Developments Related to the COVID-19 Pandemic section of Note 1 for additional information.

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 $67 million and $72 million, respectively, as of December 31, 2020 compared with $41 million and $58 million, respectively, as of December 31, 2019 compared with $24 million and $67 million, respectively, as of December 31, 2018.
2019.

135  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables provide a summary of portfolio loans and leases, by class, modified in a TDR by the Bancorp during the years ended December 31:
 
2019 ($ in millions)
(a)(b)
 
Number of Loans
Modified in a TDR
During the Year
(c)
  
Recorded Investment
in Loans Modified
in a TDR
During the Year
  
(Decrease)
Increase
to ALLL Upon
Modification
 
Charge-offs
Recognized Upon  
Modification
 
 
Commercial loans and leases:
            
2020 ($ in millions)2020 ($ in millions)
Number of Loans
Modified in a TDR
During the Year(a)
Amortized Cost Basis of Loans Modified
in a TDR
During the Year
Increase
(Decrease)
to ALLL Upon
Modification
Charge-offs
Recognized Upon  
Modification
Commercial loans:Commercial loans:
Commercial and industrial loans
  
97
                $
223
   
(19
)  
5
 Commercial and industrial loans124 $305 26 7 
Commercial mortgage owner-occupied loans
  
15
   
12
   
-
   
-
 Commercial mortgage owner-occupied loans43 58 (11)0 
Commercial mortgage nonowner-occupied loans
  
1
   
-
   
-
   
-
 Commercial mortgage nonowner-occupied loans19 44 (2)0 
Commercial construction loansCommercial construction loans3 21 1 0 
Residential mortgage loans
  
722
   
101
   
1
   
-
 Residential mortgage loans424 58 1 0 
Consumer loans:
            Consumer loans:
Home equity
  
80
   
4
   
-
   
-
 Home equity147 7 (4)0 
Indirect secured consumer loans
  
100
   
-
   
-
   
-
 Indirect secured consumer loans70 0 0 0 
Credit card
  
6,041
   
34
   
8
   
3
 Credit card5,701 32 11 1 
 
Total portfolio loans and leases
  
7,056
                $
374
   
(10
)  
8
 
 
Total portfolio loansTotal portfolio loans6,531 $525 22 8 
(a)Represents number of loans post-modification and excludes loans previously modified in a TDR.

2019 ($ in millions)(a)(b)
Number of Loans
Modified in a TDR
During the Year(c)
Recorded Investment
in Loans Modified
in a TDR
During the Year
(Decrease)
Increase
to ALLL Upon
Modification
Charge-offs
Recognized Upon  
Modification
Commercial loans:
Commercial and industrial loans97 $223 (19)
Commercial mortgage owner-occupied loans15 12 
Commercial mortgage nonowner-occupied loans
Residential mortgage loans722 101 
Consumer loans:
Home equity80 
Indirect secured consumer loans100 
Credit card6,041 34 
Total portfolio loans7,056 $374 (10)
(a)Excludes all loans acquired with deteriorated credit quality which were accounted for within a pool.
(a)Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.
(b)Excludes loans classified as TDRs as a result of the Bancorp’s conformance to OCC guidance with regard to non-reaffirmed loans included in Chapter 7 bankruptcy filings.
(b)
Excludes loans classified as TDRs as a result of the Bancorp’s conformance to OCC guidance with regard to
non-reaffirmed
loans included in Chapter 7 bankruptcy filings.
(c)Represents number of loans post-modification and excludes loans previously modified in a TDR.
  
2018 ($ in millions)
(a)
 
Number of Loans
Modified in a TDR
During the Year
(b)
  
Recorded Investment
in Loans Modified
in a TDR
During the Year
  
Increase
(Decrease)
to ALLL Upon
Modification
 
Charge-offs
Recognized Upon  
Modification
 
  
Commercial loans and leases:
            
Commercial and industrial loans
  
54
                $
200
   
1
   
7
 
Commercial mortgage owner-occupied loans
  
6
   
3
   
(1
)  
-
 
Commercial mortgage nonowner-occupied loans
  
3
   
-
   
-
   
-
 
Residential mortgage loans
  
1,128
   
168
   
4
   
-
 
Consumer loans:
            
Home equity
  
111
   
7
   
-
   
-
 
Indirect secured consumer loans
  
84
   
-
   
-
   
-
 
Credit card
  
7,483
   
37
   
9
   
2
 
  
Total portfolio loans and leases
  
8,869
                $
415
   
13
   
9
 
  
(a)Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.
(b)Represents number of loans post-modification and excludes loans previously modified in a TDR.
  
2017 ($ in millions)
(a)
 
Number of Loans
Modified in a TDR
During the Year
(b)
  
Recorded Investment
in Loans Modified
in a TDR
During the Year
  
Increase
(Decrease)
to ALLL Upon
Modification
 
Charge-offs
Recognized Upon  
Modification
 
  
Commercial loans and leases:
            
Commercial and industrial loans
  
75
                $
237
   
(5
)  
6
 
Commercial mortgage owner-occupied loans
  
9
   
8
   
5
   
-
 
Commercial mortgage nonowner-occupied loans
  
4
   
-
   
-
   
-
 
Commercial leases
  
1
   
4
   
-
   
-
 
Residential mortgage loans
  
830
   
116
   
5
   
-
 
Consumer loans:
            
Home equity
  
150
   
10
   
-
   
-
 
Indirect secured consumer loans
  
102
   
-
   
-
   
-
 
Credit card
  
8,085
   
38
   
8
   
1
 
  
Total portfolio loans and leases
  
9,256
                $
413
   
13
   
7
 
  
(a)Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.
(b)Represents number of loans post-modification and excludes loans previously modified in a TDR.
(c)Represents number of loans post-modification and excludes loans previously modified in a TDR.
170 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2018 ($ in millions)(a)
Number of Loans
Modified in a TDR
During the Year(b)
Recorded Investment
in Loans Modified
in a TDR
During the Year
Increase
(Decrease)
to ALLL Upon
Modification
Charge-offs
Recognized Upon  
Modification
Commercial loans:
Commercial and industrial loans54 $200 
Commercial mortgage owner-occupied loans(1)
Commercial mortgage nonowner-occupied loans
Residential mortgage loans1,128 168 
Consumer loans:
Home equity111 
Indirect secured consumer loans84 
Credit card7,483 37 
Total portfolio loans8,869 $415 13 
(a)Excludes all loans acquired with deteriorated credit quality which were accounted for within a pool.
(b)Represents number of loans post-modification and excludes loans previously modified in a TDR.

The Bancorp considers TDRs that become 90 days or more past due under the modified terms as subsequently defaulted. For commercial loans not subject to individual reviewevaluation for impairment, loss rates thatan ALLL, the applicable commercial models are applied for purposes of determining the ALLL include historical losses associated with subsequent defaultsas well as qualitatively assessing whether those loans are reasonably expected to be further restructured prior to their maturity date and, if so, the impact such a restructuring would have on loans previously modified in a TDR. For consumer loans, the Bancorp performs a qualitative assessmentremaining contractual life of the adequacy of the consumer ALLL by comparing the consumer ALLL to forecasted consumer losses over the projected loss emergence period (the forecasted losses include the impact of subsequent defaults of
consumer TDRs).loans. When a residential mortgage, home equity, indirect secured consumer loan or other consumer loan that has been modified in a TDR subsequently defaults, the present value of expected cash flows used in the measurement of the potential impairmentexpected credit loss is generally limited to the expected net proceeds from the sale of the loan’s underlying collateral and any resulting impairment losscollateral shortfall is reflected as a
charge-off
or an increase in ALLL. The Bancorp recognizes an ALLL for the entire balance of the credit card loans modified in a TDR that subsequently default.

136  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables provide a summary of TDRs that subsequently defaulted during the years ended December 31, 2020, 2019 2018 and 20172018 and were within twelve12 months of the restructuring date:
December 31, 2020 ($ in millions)(a)
Number of ContractsAmortized
Cost
Commercial loans:
Commercial and industrial loans13 $5 
Commercial mortgage owner-occupied loans8 3 
Commercial mortgage nonowner-occupied loans3 11 
Residential mortgage loans149 23 
Consumer loans:
Home equity6 0 
Indirect secured consumer loans18 0 
Credit card260 1 
Total portfolio loans457 $43 
 
December 31, 2019 ($ in millions)
(a)(b)
  
Number of Contracts
      
Recorded Investment
  
 
Commercial loans and leases:
          
Commercial and industrial loans
  
12
  $
    
   
20
  
Commercial mortgage owner-occupied loans
  
4
      
1
  
Commercial mortgage nonowner-occupied loans
  
1
      
-
  
Residential mortgage loans
  
274
      
42
  
Consumer loans:
          
Home equity
  
15
      
-
  
Credit card
  
655
      
3
  
 
Total portfolio loans and leases
  
961
  $
    
   
66
  
 
(a)
Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.
(b)
Excludes loans classified as TDRs as a result of the Bancorp’s conformance to OCC guidance with regard to
non-reaffirmed
loans included in Chapter 7 bankruptcy filings.
 
 
December 31, 2018 ($ in millions)
(a)
 
Number of
Contracts
    
Recorded
Investment
  
 
Commercial loans and leases:
          
Commercial and industrial loans
  
8
  $
    
   
61
  
Commercial mortgage owner-occupied loans
  
2
      
-
  
Residential mortgage loans
  
225
      
35
  
Consumer loans:
          
Home equity
  
10
      
-
  
Credit card
  
655
      
4
  
 
Total portfolio loans and leases
  
900
  $
    
   
100
  
 
(a)
Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.
 
 
December 31, 2017 ($ in millions)
(a)
 
Number of
Contracts
    
Recorded
Investment
  
 
Commercial loans and leases:
          
Commercial and industrial loans
  
7
  $
    
   
17
  
Commercial mortgage owner-occupied loans
  
4
      
1
  
Residential mortgage loans
  
172
      
24
  
Consumer loans:
          
Home equity
  
16
      
2
  
Credit card
  
1,633
      
8
  
 
Total portfolio loans and leases
  
1,832
  $
    
   
52
  
 
(a)
Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.
(a)Excludes all loans held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.

December 31, 2019 ($ in millions)(a)(b)
Number of
Contracts
Recorded
Investment
Commercial loans:
Commercial and industrial loans12 $20 
Commercial mortgage owner-occupied loans
Commercial mortgage nonowner-occupied loans
Residential mortgage loans274 42 
Consumer loans:
Home equity15 
Credit card655 
Total portfolio loans961 $66 
(a)Excludes all loans held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.
(b)Excludes loans classified as TDRs as a result of the Bancorp’s conformance to OCC guidance with regard to non-reaffirmed loans included in Chapter 7 bankruptcy filings.
137171 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2018 ($ in millions)(a)
Number of
Contracts
Recorded
Investment
Commercial loans:
Commercial and industrial loans$61 
Commercial mortgage owner-occupied loans
Residential mortgage loans225 35 
Consumer loans:
Home equity10 
Credit card655 
Total portfolio loans900 $100 
(a)Excludes all loans held for sale and loans acquired with deteriorated credit quality which were accounted for within a pool.

8. BANK PREMISES AND EQUIPMENTBank Premises and Equipment
The following table provides a summary of bank premises and equipment as of December 31:
 
($ in millions)
 
Estimated Useful Life
  
2019    
  
2018    
 ($ in millions)Estimated Useful Life20202019
 
Land and improvements
(a)
    $                 
639
   
586
 
Land and improvements(a)
$636 639 
Buildings
(a)
  
1 - 30 yrs.
   
1,575
   
1,547
 
Buildings(a)
1-30 years1,612 1,575 
Equipment
  
2 - 20 yrs.
   
2,126
   
1,987
 Equipment2-20 years2,302 2,126 
Leasehold improvements
  
1 - 30 yrs.
   
432
   
403
 Leasehold improvements1-30 years467 432 
Construction in progress
(a)
     
85
   
81
 
Construction in progress(a)
108 85 
Bank premises and equipment held for sale:
         Bank premises and equipment held for sale:
Land and improvements
     
8
   
25
 Land and improvements27 
Buildings
     
18
   
14
 Buildings8 18 
Equipment
     
1
   
3
 Equipment0 
Accumulated depreciation and amortization
     
(2,889
)  (2,785)Accumulated depreciation and amortization(3,072)(2,889)
 
Total bank premises and equipment
    $
1,995
   
1,861
 Total bank premises and equipment$2,088 1,995 
 
(a)At December 31, 2020 and 2019, land and improvements, buildings and construction in progress included $46 and $51, respectively, associated with parcels of undeveloped land intended for future branch expansion.

(a)
At
December 31, 2019
and 2018, land and improvements, buildings and construction in progress included
$51
and $55, respectively, associated with parcels of undeveloped land intended for future branch expansion.
Depreciation and amortization expense related to bank premises and equipment, including amortization of finance lease ROU assets, was $256 million, $255 million $238 million and $234$238 million for the years ended December 31, 2020, 2019 and 2018, and 2017, 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 branches at certain of its existing banking center 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.

During the second quarter of 2018, the Bancorp adopted a plan to close approximately 100 to 125 branches over the next three years, (the “2018 Branch Optimization Plan”).exclusive of branches identified for closure as part of the MB Financial, Inc. acquisition. As of December 31, 2019,2020, 102 branches have been closed under this plan. Additionally, the Bancorp has identified36 branches that it expects to close in the total numberfirst quarter of branch closures under2021 and 7 in the 2018 Branch Optimization Plan to be 126 branchessecond quarter of which 69 branches have already been closed, with an additional 30 branches identified for closure in 2020. The Bancorp expects the remaining branches to be closed under the 2018 Branch Optimization Plan in 2021.

As a result of the MB Financial, Inc. acquisition, the Bancorp identified 46 branches in the Chicago market that it planned to close. Of these locations, 45 were closed in the third quarter of 2019 and the 46
th
final location is expected to closewas closed in the first quarter of 2020. These 46 branches arewere not part of the aforementioned 2018 Branch Optimization Planplan and arewere in addition to the branch in the Chicago market that the Bancorp closed in November 2018. In addition, the Bancorp previously identified 11 other
non-branch
locations that it planned to sell.sell that were acquired from MB Financial, Inc. These locations had a fair value, less cost to sell, of $15 million and were acquired from MB Financial, Inc.million. Of these locations, 78 have been sold as of December 31, 2019.2020.

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 $30 million, $28 million $45 million and $7$45 million for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. For the year ended December 31, 2019, impairment charges included $14 million associated with Fifth Third branches in the Chicago market that have beenwere assessed for impairment as a result of the MB Financial, Inc. acquisition. The recognized impairment losses were recorded in other noninterest income in the Consolidated Statements of Income.

172 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. OPERATING LEASE EQUIPMENTOperating Lease Equipment
Operating lease equipment was $848$777 million and $518$848 million at December 31, 2020 and 2019, respectively, net of accumulated depreciation of $290 million and 2018,$237 million at December 31, 2020 and 2019, respectively. LeaseThe Bancorp recorded lease income of $156 million, $151 million and $84 million relating to lease payments for operating leases in leasing business revenue in the Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018, respectively. Depreciation expense related to operating lease equipment was $151$126 million, $84$122 million and $96$73 million for the years ended December 31, 2020, 2019 and 2018, and 2017, respectively.
Additionally, the The Bancorp received payments of $161 million and $157 million related to operating leases during the yearyears ended December 31, 2019.2020 and 2019, respectively.

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,
t
he the Bancorp recognized $7 million, $3 million $4 million and $52$4 million of impairment losses associated with operating lease assets for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. The recognized impairment losses were recorded in corporate bankingleasing business revenue in the Consolidated Statements of Income.

The following table presents undiscounted future lease payments for operating leases for the years ending December 31:2021 through 2025 and thereafter:
As of December 31, 2020 ($ in millions)Undiscounted
Cash Flows
2021$143 
2022119 
202391 
202455 
202534 
Thereafter51 
Total operating lease payments$493 
  
As of December 31, 2019 ($ in millions)
 
Undiscounted Cash    
Flows    
 
  
2020
 $
152
 
2021
  
124
 
2022
  
94
 
2023
  
67
 
2024
  
38
 
Thereafter
  
63
 
  
Total operating lease payments
 $
538
 
  

138  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. LEASE OBLIGATIONSLease Obligations - LESSEELessee
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.

Refer to Note 1 for additional information.
The following table provides a summary of lease assets and lease liabilities as of:
  
($ in millions)
 
Consolidated Balance Sheets Caption
 
December 31, 2019
 
  
Assets
    
Operating lease
right-of-use
assets
 
Other assets
 $
473
 
Finance lease
right-of-use
assets
 
Bank premises and equipment
  
34
 
  
Total
right-of-use
assets
(a)
  $
507
 
  
Liabilities
    
Operating lease liabilities
 
Accrued taxes, interest and expenses
 $
555
 
Finance lease liabilities
 
Long-term debt
  
35
 
  
Total lease liabilities
  $
590
 
of December 31:
($ in millions)Consolidated Balance Sheets Caption20202019
Assets
Operating lease right-of-use assetsOther assets$423 473 
Finance lease right-of-use assetsBank premises and equipment129 34 
Total right-of-use assets(a)
$552 507 
Liabilities
Operating lease liabilitiesAccrued taxes, interest and expenses$527 555 
Finance lease liabilitiesLong-term debt130 35 
Total lease liabilities$657 590 
(a)Operating and finance lease right-of-use assets are recorded net of accumulated amortization of $152 and $29, respectively, as of December 31, 2020, and $75 and $27, respectively, as of December 31, 2019.

(a)
Operating and finance lease
right-of-use
assets are recorded net of accumulated amortization of $75 and $27 as of December 31, 2019, respectively.
The following table presents the components of lease costs:
  
($ in millions)
 
Consolidated Statements of Income Caption
  
For the year ended December 31, 2019
 
  
Lease costs:
    
 Amortization of
right-of-use
assets
 
Net occupancy and equipment expense
 $
6
 
 Interest on lease liabilities
 
Interest on long-term debt
  
1
 
  
Total finance lease costs
  $
7
 
  
 Operating lease cost
 
Net occupancy expense
 $
96
 
 Short-term lease cost
 
Net occupancy expense
  
1
 
 Variable lease cost
 
Net occupancy expense
  
30
 
 Sublease income
 
Net occupancy expense
  
(3)
 
  
Total operating lease costs
  $
124
 
  
Total lease costs
  $
131
 
  
costs for the years ended December 31:
($ in millions)Consolidated Statements of Income Caption20202019
Lease costs:
  Amortization of ROU assetsNet occupancy and equipment expense$11 
Interest on lease liabilitiesInterest on long-term debt3 
Total finance lease costs$14 
Operating lease costNet occupancy expense$110 96 
Short-term lease costNet occupancy expense1 
Variable lease costNet occupancy expense29 30 
Sublease incomeNet occupancy expense(3)(3)
Total operating lease costs$137 124 
Total lease costs$151 131 

Gross occupancy expense for cancelable and noncancelable leases, which was included in net occupancy expense in the Consolidated Statements of Income, was $101 million for both the yearsyear ended December 31, 2018 and 2017.2018.

173 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 $8 million and $15 million of impairment losses and termination charges for the ROU assets related to certain operating leases for the yearyears ended December 31, 2019.2020 and 2019, respectively. The recognized losses were recorded in net occupancy expense in the Consolidated Statements of Income.

The following table presents undiscounted cash flows for both operating leases and finance leases for 20202021 through 20242025 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease liabilities as follows:
As of December 31, 2019 ($ in millions)
 
Operating
Leases
  
Finance Leases  
  
        Total        
 
 
2020
 $
90
   
6
   
96
 
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)Operating
Leases
Finance
Leases
Total
2021
  
81
   
5
   
86
 2021$86 18 104 
2022
  
76
   
5
   
81
 202281 19 100 
2023
  
67
   
2
   
69
 202374 16 90 
2024
  
58
   
2
   
60
 202465 17 82 
2025202558 10 68 
Thereafter
  
280
   
26
   
306
 Thereafter246 78 324 
 
Total undiscounted cash flows
 $
652
   
46
   
698
 Total undiscounted cash flows$610 158 768 
Less: Difference between undiscounted cash flows and discounted cash flows
  
97
   
11
   
108
 Less: Difference between undiscounted cash flows and discounted cash flows83 28 111 
 
Present value of lease liabilities
 $
555
   
35
   
590
 Present value of lease liabilities$527 130 657 

The following table presents the weighted-average remaining lease term and weighted-average discount rate as of:
        December 31, 2019  
Weighted-average remaining lease term (years):
 Operating leases
9.48
 Finance leases
14.17
Weighted-average discount rate:
 Operating leases
3.19%
 Finance leases
4.30
of December 31:
20202019
Weighted-average remaining lease term (years):
Operating leases9.069.48
Finance leases12.9314.17
Weighted-average discount rate:
Operating leases3.05 %3.19 
Finance leases2.39 4.30 

139  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents information related to lease transactions for the year ended:
  
($ in millions)
 
December 31, 2019
 
  
Cash paid for amounts included in the measurement of lease liabilities:
(a)
   
Operating cash flows from operating leases
 $
97
 
Operating cash flows from finance leases
  
1
 
Financing cash flows from finance leases
  
5
 
     
Gains on sale and leaseback transactions
  
5
 
  
years ended December 31:
($ in millions)20202019
Cash paid for amounts included in the measurement of lease liabilities:(a)
Operating cash flows from operating leases$91 97 
Operating cash flows from finance leases3 
Financing cash flows from finance leases11 
Gains on sale and leaseback transactions3 
(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.
(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.

140174 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. GOODWILLGoodwill
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. On March 22, 2019, the Bancorp completed its acquisition of MB Financial, Inc. In connection with the acquisition, the Bancorp recorded approximately $1.8 billion of goodwill. The estimated fair valuegoodwill in 2019. During the first quarter of 2020, the Bancorp finalized the valuations for the assets acquired, liabilities assumed and noncontrolling interest recognized are considered preliminary as of December 31, 2019 and are subjectbased on additional information available subsequent to change for up to one year after the acquisition date as
date. As a result, the Bancorp recognized additional information becomes available. The amountgoodwill of goodwill recognized and the allocation to the Bancorp’s reporting units are also considered preliminary and subject to change for up to one year from$9 million in connection with the acquisition date.
of MB Financial, Inc. during the three months ended March 31, 2020.

The Bancorp completed its annual goodwill impairment test as of September 30, 20192020 and the estimated fair values of the Commercial Banking, Branch Banking and Wealth and Asset Management reporting units exceeded their carrying values,amounts, including goodwill.
The Bancorp performed a qualitative assessment of its goodwill as of December 31, 2020 in consideration of the overall economic impact of the COVID-19 pandemic as well as the uncertainties it has introduced. Based upon this assessment, the Bancorp concluded that it was not more likely than not that the fair values of its reporting units were less than their carrying amounts.

Changes in the net carrying amount of goodwill, by reporting unit, for the years ended December 31, 20192020 and 20182019 were as follows:
($ in millions)Commercial
Banking
Branch
Banking
Consumer
Lending
Wealth and Asset
Management
General Corporate and OtherTotal
Goodwill$1,380 1,655 215 193 3,443 
Accumulated impairment losses(750)(215)(965)
Net carrying amount as of December 31, 2018$630 1,655 193 2,478 
Acquisition activity1,324 391 62 1,777 
Sale of business(3)(3)
Net carrying amount as of December 31, 2019$1,954 2,046 0 252 0 4,252 
Acquisition activity26 1 0 1 0 28 
Sale of business0 0 0 (22)0 (22)
Net carrying amount as of December 31, 2020$1,980 2,047 0 231 0 4,258 
  
($ in millions)
 
Commercial
Banking
  
Branch
Banking
  
Consumer
Lending
  
Wealth and Asset
Management
  
Total
 
  
Goodwill
 $
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,363
  
 
 
 
 
 
 
 
 
 
1,655
  
 
 
 
 
 
 
 
 
 
215
   
177
   
3,410
 
Accumulated impairment losses
  
(750)
   
-
   
(215)
   
-
   
(965)
 
  
Net carrying amount as of December 31, 2017
 $
613
   
1,655
   
-
   
177
   
2,445
 
Acquisition activity
  
17
   
-
   
-
   
16
   
33
 
  
Net carrying amount as of December 31, 2018
 $
630
   
1,655
   
-
   
193
   
2,478
 
Acquisition activity
  
1,324
   
391
   
-
   
62
  
 
 
 
 
 
 
 
 
 
 
 
 
1,777
 
Sale of business
  
-
   
-
   
-
   
(3)
   
(3)
 
  
Net carrying amount as of December 31, 2019
 $
1,954
   
2,046
   
-
   
252
   
4,252
 
  

12. INTANGIBLE ASSETS175 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Intangible Assets
Intangible assets consist of core deposit intangibles, customer relationships, operating leases,
non-compete
agreements, trade names and books of business. 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 other noninterest incomeleasing business revenue or other noninterest expense in the Consolidated Statements of Income.

On March 22, 2019, the Bancorp completed its acquisition of MB Financial, Inc. In connection with the acquisition, the Bancorp recorded a $195 million core deposit intangible asset with a weighted-average amortization period of 7.2 years. Additionally, the Bancorp recorded a $25$24 million operating lease intangible asset with a weighted-average amortization period of 1.7 years. The fair values of these intangibles are subject to changewere finalized as additional information becomes available.
of March 31, 2020.

The details of the Bancorp’s intangible assets are shown in the following table:
($ in millions)
 
            Gross Carrying
            Amount
  
Accumulated
Amortization
  
Net Carrying
Amount
 ($ in millions)Gross Carrying AmountAccumulated
Amortization
Net Carrying
Amount
 
As of December 31, 2020As of December 31, 2020
Core deposit intangiblesCore deposit intangibles$229 (116)113 
Customer relationshipsCustomer relationships24 (5)19 
Operating leasesOperating leases17 (12)5 
OtherOther3 (1)2 
Total intangible assetsTotal intangible assets$273 (134)139 
As of December 31, 2019
          As of December 31, 2019
Core deposit intangibles
 $
229
   
(70)
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
159
 Core deposit intangibles$229 (70)159 
Customer relationships
  
29
   
(6)
   
23
 Customer relationships29 (6)23 
Operating leases
  
23
   
(9)
   
14
 Operating leases23 (9)14 
Non-compete
agreements
  
13
   
(11)
   
2
 Non-compete agreements13 (11)
Other
  
4
   
(1)
   
3
 Other(1)
 
Total intangible assets
 $
298
   
(97)
   
201
 Total intangible assets$298 (97)201 
 
As of December 31, 2018
         
Core deposit intangibles
 $
34
   
(30)
   
4
 
Customer relationships
  
32
   
(3)
   
29
 
Non-compete
agreements
  
14
   
(11)
   
3
 
Other
  
7
   
(3)
   
4
 
 
Total intangible assets
 $
87
   
(47)
   
40
 
 

As of December 31, 2019,2020, all of the Bancorp’s intangible assets were being amortized. Amortization expense recognized on intangible assets was $55 million, $54 million $5 million and $2$5 million for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. The Bancorp’s projections of amortization expense shown in the
following table are based on existing asset balances as of December 31, 2019.2020. Future amortization expense may vary from these projections.

141  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Estimated amortization expense for the years ending December 31, 20202021 through 20242025 is as follows:
($ in millions)Total
2021$43 
202233 
202324 
202416 
2025
     
($ in millions)
 
  Total
 
2020
 $
 
 
 
 
 
 
56
 
2021
  
43
 
2022
  
34
 
2023
  
24
 
2024
  
16
 

13. VARIABLE INTEREST ENTITIES176 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. 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 certain automobile loan securitizations where it has determined that it is the primary beneficiary. The following table provide
s
provides a summary of the classifications of consolidated VIE assets
liabilities
and noncontrolling interests included inliabilities carried on the Consolidated Balance Sheets for consolidated VIEs as of:
    
($ in millions)
 
    December 31, 2019    
  
December 31, 2018          
 ($ in millions)December 31,
2020
December 31,
2019
Assets:
      Assets:
Other short-term investments
 $
74
   
40
 Other short-term investments$55 74 
Indirect secured consumer loans
  
1,354
   
668
 Indirect secured consumer loans756 1,354 
ALLL
  
(7
)  
(4)
 ALLL(7)(7)
Other assets
  
8
   
5
 Other assets5 
Total assets
 $
1,429
   
709
 Total assets$809 1,429 
Liabilities:
      Liabilities:
Other liabilities
 $
2
   
1
 Other liabilities$2 
Long-term debt
  
1,253
   
606
 Long-term debt656 1,253 
Total liabilities
 $
1,255
   
607
 Total liabilities$658 1,255 

Automobile loan securitizations
In a securitization transaction that occurred in 2019, the Bancorp transferred approximately $1.43 billion in automobile loans to a bankruptcy remote trust which was deemed to be a VIE. This trust then subsequently issued approximately $1.37 billion of asset-backed notes, of which approximately $68 million were retained by the Bancorp. Refer to Note 18 for further information. The Bancorp also has previously completed securitization transactions in which the Bancorp transferred certain consumer automobile loans to bankruptcy remote trusts which were also 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 the Bancorp with access to liquidity for its 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-partythird 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, overcollateralization, excess interest on the loans and the subordination of certain classes of asset-backed securities to other classes.

142177 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Non-consolidated
VIEs
The following tables provide a summary of assets and liabilities carried on the 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:
      
 
December 31, 2019 ($ in millions)
 
Total         
Assets         
  
  Total          
Liabilities        
  
Maximum         
Exposure         
 
 
December 31, 2020 ($ in millions)December 31, 2020 ($ in millions)Total AssetsTotal LiabilitiesMaximum Exposure
CDC investments
 $             
1,435
   
428
   
1,435
 CDC investments$1,546 478 1,546 
Private equity investments
  
89
   
-
   
164
 Private equity investments117 0 200 
Loans provided to VIEs
  
2,715
   
-
   
4,083
 Loans provided to VIEs2,420 0 3,649 
Lease pool entities
  
74
   
-
   
74
 Lease pool entities73 0 73 
         
 
December 31, 2018 ($ in millions)
 
Total         
Assets         
  
  Total          
Liabilities        
  
Maximum         
Exposure         
 
 
December 31, 2019 ($ in millions)December 31, 2019 ($ in millions)Total AssetsTotal LiabilitiesMaximum Exposure
CDC investments
 $
1,198
   
376
   
1,198
 CDC investments$1,435 428 1,435 
Private equity investments
  
41
   
-
   
73
 Private equity investments89 164 
Loans provided to VIEs
  
2,331
   
-
   
3,617
 Loans provided to VIEs2,715 4,083 
 
Lease pool entitiesLease pool entities74 74 

CDC investments
CDC, a wholly-owned indirect subsidiary of the Bancorp, was created to invest in projects to create affordable housing, revitalize business and residential areas and preserve historic landmarks. 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.

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 Consolidated Balance Sheets, and the liabilities related to the unfunded commitments, which are included in other liabilities in the 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 December 31, 20192020 and 2018,2019, the Bancorp’s CDC investments included $1.3 billionand $1.2 billion, and $1.1 billionrespectively, of investments in affordable housing tax credits recognized in other assets in the Consolidated Balance Sheets, respectively.Sheets. The unfunded commitments related to these investments were $428$478 million and $374$428 million at December 31, 20192020 and 2018,2019, respectively. The unfunded commitments as of December 31, 20192020 are expected to be funded from 20202021 to 2035.
2036.

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 Consolidated Statements of Income related to these investments:
                 
 
For the years ended December 31 ($ in
millions)
 
              Consolidated Statements of
                    Income Caption
(a)
  
2019              
  
2018              
  
2017              
 
  
Proportional amortization
  
Applicable income tax expense
  $
140
   
154
   
223
 
Tax credits and other benefits
  
Applicable income tax expense
   
(163)
   
(192)
   
(220)
 
  
investments for the years ended December 31:
($ in million)
Consolidated Statements of Income Caption(a)
202020192018
Proportional amortizationApplicable income tax expense$150 140 154 
Tax credits and other benefitsApplicable income tax expense(175)(163)(192)
(a)The Bancorp did 0t recognize impairment losses resulting from the forfeiture or ineligibility of tax credits or other circumstances during the years ended December 31, 2020, 2019 and 2018.

(a)
The Bancorp did not recognize impairment losses resulting from the forfeiture or ineligibility of tax credits or other circumstances during the years ended
December 31, 2019,
2018 and 2017. The Bancorp recognized $57 of impairment losses primarily due to the change in the federal statutory corporate tax rate during the year ended December 31, 2017.
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 creating cross-sellingcross selling opportunities for the Bancorp’s commercial products. 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
178 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.

143  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 Consolidated Balance Sheets, are presented in previous tables. Also, at December 31, 20192020 and 2018,2019, the Bancorp’s unfunded commitment amounts to the private equity funds were $75$83 million and $32$75 million, respectively. As part of previous commitments, the Bancorp made capital contributions to private equity investments of $12$19 million and $7$12 million during the years ended December 31, 20192020 and 2018,2019, respectively. The Bancorp did not0t recognize OTTI associated with certain nonconforming investments affected by the Volcker Rule during the yearyears ended December 31, 2020 and 2019 and recognized $8 million and $1 million for the yearsyear ended 2018 and 2017, respectively.
December 31, 2018.

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 6.
As of December 31, 20192020 and 2018,2019, the Bancorp’s unfunded commitments to these entities were $1.4$1.2 billion and $1.3$1.4 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
AsThe Bancorp is a result of the acquisition of MB Financial, Inc., the Bancorp
co-invested
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 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.

144179 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. SALES OF RECEIVABLES AND SERVICING RIGHTS
Sales of Receivables and Servicing Rights

Residential Mortgage Loan Sales
The Bancorp sold fixed and adjustable-rate residential mortgage loans during the years ended December 31, 2020, 2019 2018 and 2017.2018. 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 Consolidated Statements of Income, for the years ended December 31 is as follows:
 
($ in millions)
 
2019  
  
2018  
  
2017      
 ($ in millions)202020192018
 
Residential mortgage loan sales
(a)
  
$            7,781
              
5,078
              
6,369
 
Residential mortgage loan sales(a)
$11,827 7,781 5,078 
 
Origination fees and gains on loan sales
  
175
   
100
   
138
 Origination fees and gains on loan sales315 175 100 
Gross mortgage servicing fees
  
267
   
216
   
206
 Gross mortgage servicing fees263 267 216 
 
(a)Represents the unpaid principal balance at the time of the sale.

(a)Represents the unpaid principal balance at the time of the sale.
Servicing Rights
The Bancorp measures all of its servicing rights at fair value with changes in fair value reported in mortgage banking net revenue in the Consolidated Statements of Income.

The following table presents changes in the servicing rights related to residential mortgage loans for the years ended December 31:
 
($ in millions)
  
2019    
   
2018    
   
    
 ($ in millions)20202019
 
 
Balance, beginning of period
 $                         
938
                  
858
    Balance, beginning of period$993 938 
Servicing rights originated
  
142
   
81
    Servicing rights originated184 142 
Servicing rights purchased
  
26
   
82
    Servicing rights purchased44 26 
Servicing rights obtained in acquisition
  
263
   
-
    Servicing rights obtained in acquisition0 263 
Changes in fair value:
         Changes in fair value:
Due to changes in inputs or assumptions
(a)
  
(203
)  
42
    
Due to changes in inputs or assumptions(a)
(311)(203)
Other changes in fair value
(b)
  
(173
)  (125)   
Other changes in fair value(b)
(254)(173)
 
Balance, end of period
 $
993
   
938
    Balance, end of period$656 993 
 
(a)Primarily reflects changes in prepayment speed and OAS assumptions which are updated based on market interest rates.
(b)Primarily reflects changes due to collection of contractual cash flows and the passage of time.

(a)Primarily reflects changes in prepayment speed and OAS assumptions which are updated based on market interest rates.
(b)Primarily reflects changes due to collection of contractual 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 years ended December 31:
 
($ in millions)
 
2019  
  
2018      
  
2017  
  
    
 ($ in millions)202020192018
 
 
Securities gains (losses), net -
non-qualifying
hedges on MSRs
 $
3
   
(15)
   
2
    
Securities gains (losses), net -non-qualifying hedges on MSRsSecurities gains (losses), net -non-qualifying hedges on MSRs$2 (15)
Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio
(a)
  
221
   
(21)
   
2
    
Changes in fair value and settlement of free-standing derivatives purchased to economically
hedge the MSR portfolio(a)
307 221 (21)
MSR fair value adjustment due to changes in inputs or assumptions
(a)
         
(203
)         
42
         (1)   
MSR fair value adjustment due to changes in inputs or assumptions(a)
(311)(203)42 
 
 
(a)Included in mortgage banking net revenue in the Consolidated Statements of Income.

(a)Included in mortgage banking net revenue in the Consolidated Statements of Income.
The key economic assumptions used in measuring the interests in 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 years ended December 31 were as follows:
  
   
                2019
 
                2018
 
 
Rate
  
        Weighted-
        Average Life
        (in years)
  
    Prepayment
    Speed
    (annual)
  
OAS    
(bps)    
  
        Weighted-
        Average Life
        (in years)
 
    Prepayment
    Speed
    (annual)
  
OAS
(bps)
   
  
Residential mortgage loans:
                  
Servicing rights
  
Fixed
   
5.9
   
12.6
% 
530
  
6.6
  
10.5
%  
522
    
Servicing rights
  
Adjustable
   
-
   
  
    -
  
2.6
  
30.3
   
647
    
  
20202019
RateWeighted-
Average Life
(in years)
Prepayment
Speed
(annual)
OAS    
(bps)    
Weighted-Average Life
(in years)
Prepayment
Speed
(annual)
OAS
(bps)
Residential mortgage loans:
Servicing rightsFixed5.912.1 %7275.912.6 %530
Servicing rightsAdjustable3.818.3 %68100
180 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Based on historical credit experience, expected credit losses for residential mortgage loan servicing rights have been deemed immaterial, as the Bancorp sold the majority of the underlying loans without recourse.
145  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 20192020 and 2018,2019, the Bancorp serviced $80.7$68.8 billion and $63.2$80.7 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.

At December 31, 2019,2020, 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 are as follows:
 
       
Prepayment
Speed Assumption
   
OAS
Assumption
 
         RateFair
Value
Weighted-
Average Life
(in years)
Prepayment Speed AssumptionOAS Assumption
($ in millions)
(a)
 
Rate
  
Fair
Value
  
Weighted-
Average Life
(in years)
    
Impact of Adverse Change
on Fair Value
  
OAS 
(bps)
  
 
Impact of Adverse Change
on Fair Value
 
($ in millions)(a)
Impact of Adverse Change
on Fair Value
OAS 
(bps)
 
Impact of Adverse Change
on Fair Value
  Fair
Value
Weighted-
Average Life
(in years)
10%20%50%OAS 
(bps)
10%20%
    Rate 
   
10%
   
20%
   
50%
  
10%
   
20%    
 
 
Residential mortgage loans:
                              Residential mortgage loans:
Servicing rights
  
Fixed
  $
 
 
 
983
   
5.3
   
13.0
% $
 
 
 
 
 
 
(36)
   
(69
)  
(158)
   
602
  $
(21
)  
(40)
 Servicing rightsFixed$649 4.217.8 %$(21)(41)(91)723$(16)(30)
Servicing rights
  
Adjustable
   
10
   
3.6
   
22.6
   
(1)
   
(1
)  
(3)
   
921
   
-
   
-
 Servicing rightsAdjustable3.522.6 (1)(1)(2)950
 
(a)The impact of the weighted-average default rate on the current fair value of residual cash flows for all scenarios is immaterial.

(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 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.
146181 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. DERIVATIVE FINANCIAL INSTRUMENTSDerivative 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 Consolidated Balance Sheets while derivative instruments with a negative fair value are reported in other liabilities in the 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 in the form of cash and 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 December 31, 20192020 and 2018,2019, the balance of collateral held by the Bancorp for derivative assets was $894 million$1.0 billion and $481$894 million, respectively. For derivative contracts cleared through certain central clearing parties who have modified theirwhose rules to treat variation margin payments as settlement of the derivative contract, the payments for variation margin of $623 million$1.1 billion and $249$623 million were applied to reduce the respective derivative contracts and were also not included in the total amount of collateral held as of December 31, 20192020 and 2018,2019, respectively. The credit component negatively impacting the fair value of derivative assets associated with customer accommodation contracts was $17$42 million and $3$17 million as of December 31, 2020 and 2019, and 2018, 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 and securities to offset changes in fair value of the derivatives, including changes in fair value due to the Bancorp’s credit risk. As of December 31, 20192020 and 2018,2019, the balance of collateral posted by the Bancorp for derivative liabilities was $347$463 million and $551$347 million, respectively. Additionally, $488 million$1.1 billion and $23$488 million of variation margin payments were applied to the respective derivative contracts to reduce the Bancorp’s derivative liabilities as of December 31, 20192020 and 2018,2019, respectively, 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 December 31, 20192020 and 2018,2019, 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 Consolidated Financial Statements.
The posting of collateral has been determined to remove the need for further 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 Consolidated Financial Statements.
182 Fifth Third Bancorp


NOTES TO 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.

147  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables reflect the notional amounts and fair values for all derivative instruments included in the Consolidated Balance Sheets as of:
 Fair Value
 
     
Fair Value
 
December 31, 2019 ($ in millions)
   
Notional    
Amount    
  
Derivative
Assets
  
    Derivative    
Liabilities
 
 
December 31, 2020 ($ in millions)December 31, 2020 ($ in millions)Notional    
Amount    
Derivative
Assets
    Derivative    
Liabilities
Derivatives Designated as Qualifying Hedging Instruments
            Derivatives Designated as Qualifying Hedging Instruments
Fair value hedges:
            Fair value hedges:
Interest rate swaps related to long-term debt
 $   
2,705
   
393
   
-
 Interest rate swaps related to long-term debt$1,955 528 0 
 
Total fair value hedges
        
393
   
-
 Total fair value hedges528 0 
 
Cash flow hedges:
            Cash flow hedges:
Interest rate floors related to C&I loans
     
3,000
   
115
   
-
 Interest rate floors related to C&I loans3,000 244 0 
Interest rate swaps related to C&I loans
     
8,000
   
-
   
2
 Interest rate swaps related to C&I loans8,000 16 2 
 
Total cash flow hedges
        
115
   
2
 Total cash flow hedges260 2 
 
Total derivatives designated as qualifying hedging instruments
        
508
   
2
 Total derivatives designated as qualifying hedging instruments788 2 
 
Derivatives Not Designated as Qualifying Hedging Instruments
            Derivatives Not Designated as Qualifying Hedging Instruments
Free-standing derivatives - risk management and other business purposes:
            Free-standing derivatives - risk management and other business purposes:
Interest rate contracts related to MSR portfolio
     
6,420
   
131
   
2
 Interest rate contracts related to MSR portfolio6,910 202 1 
Forward contracts related to residential mortgage loans held for sale
     
2,901
   
1
   
5
 Forward contracts related to residential mortgage loans held for sale2,903 1 16 
Swap associated with the sale of Visa, Inc. Class B Shares
     
3,082
   
-
   
163
 Swap associated with the sale of Visa, Inc. Class B Shares3,588 0 201 
Foreign exchange contracts
 
 
 
 
 
195
 
 
 
-
 
 
 
5
Foreign exchange contracts204 0 3 
 
Interest rate contracts for collateral managementInterest rate contracts for collateral management12,000 3 1 
Interest rate contracts for LIBOR transitionInterest rate contracts for LIBOR transition2,372 0 0 
Total free-standing derivatives - risk management and other business purposes
        
132
   
175
 Total free-standing derivatives - risk management and other business purposes206 222 
 
Free-standing derivatives - customer accommodation:
            Free-standing derivatives - customer accommodation:
Interest rate contracts
(a)
     
73,327
   
579
   
148
 
Interest rate contracts(a)
77,806 1,238 265 
Interest rate lock commitments
     
907
   
18
   
-
 Interest rate lock commitments1,830 57 0 
Commodity contracts
     
8,525
   
271
   
270
 Commodity contracts7,762 375 359 
TBA securities
     
50
   
-
   
-
 
Foreign exchange contracts
     
14,144
   
165
   
146
 Foreign exchange contracts14,587 255 224 
 
Total free-standing derivatives - customer accommodation
        
1,033
   
564
 Total free-standing derivatives - customer accommodation1,925 848 
 
Total derivatives not designated as qualifying hedging instruments
        
1,165
   
739
 Total derivatives not designated as qualifying hedging instruments2,131 1,070 
 
Total
       $             
1,673
   
741
 Total$2,919 1,072 
 
 
(a)Derivative assets and liabilities are presented net of variation margin of $40 and $493, respectively.
  
     
Fair Value
 
December 31, 2018 ($ 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
 $   
3,455
   
262
   
2
 
  
Total fair value hedges
        
262
   
2
 
  
Cash flow hedges:
            
Interest rate floors related to C&I loans
     
3,000
   
69
   
-
 
Interest rate swaps related to C&I loans
     
8,000
   
15
   
27
 
  
Total cash flow hedges
        
84
   
27
 
  
Total derivatives designated as qualifying hedging instruments
        
346
   
29
 
  
Derivatives Not Designated as Qualifying Hedging Instruments
            
Free-standing derivatives - risk management and other business purposes:
            
Interest rate contracts related to MSR portfolio
     
10,045
   
40
   
14
 
Forward contracts related to residential mortgage loans held for sale
     
926
   
-
   
8
 
Swap associated with the sale of Visa, Inc. Class B Shares
     
2,174
   
-
   
125
 
Foreign exchange contracts
     
133
   
4
   
-
 
  
Total free-standing derivatives - risk management and other business purposes
        
44
   
147
 
  
Free-standing derivatives - customer accommodation:
            
Interest rate contracts
     
55,012
   
262
   
278
 
Interest rate lock commitments
     
407
   
7
   
-
 
Commodity contracts
     
6,511
   
307
   
278
 
TBA securities
     
18
   
-
   
-
 
Foreign exchange contracts
     
13,205
   
148
   
142
 
  
Total free-standing derivatives - customer accommodation
        
724
   
698
 
  
Total derivatives not designated as qualifying hedging instruments
        
768
   
845
 
  
Total
       $             
1,114
   
874
 
  
(a)Derivative assets and liabilities are presented net of variation margin of $47 and $1,063, respectively.
183 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value
December 31, 2019 ($ 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$2,705 393 
Total fair value hedges393 
Cash flow hedges:
Interest rate floors related to C&I loans3,000 115 
Interest rate swaps related to C&I loans8,000 
Total cash flow hedges115 
Total derivatives designated as qualifying hedging instruments508 
Derivatives Not Designated as Qualifying Hedging Instruments
Free-standing derivatives - risk management and other business purposes:
Interest rate contracts related to MSR portfolio6,420 131 
Forward contracts related to residential mortgage loans held for sale2,901 
Swap associated with the sale of Visa, Inc. Class B Shares3,082 163 
Foreign exchange contracts195 
Total free-standing derivatives - risk management and other business purposes132 175 
Free-standing derivatives - customer accommodation:
Interest rate contracts(a)
73,327 579 148 
Interest rate lock commitments907 18 
Commodity contracts8,525 271 270 
TBA securities50 
Foreign exchange contracts14,144 165 146 
Total free-standing derivatives - customer accommodation1,033 564 
Total derivatives not designated as qualifying hedging instruments1,165 739 
Total$1,673 741 
(a)Derivative assets and liabilities are presented net of variation margin of $40 and $493, respectively.

Fair Value Hedges
The Bancorp may enter into interest rate swaps to convert its fixed-rate funding to floating-rate. Decisions to convert fixed-rate funding to floating are made primarily through consideration of the asset/liability mix of the Bancorp, the desired asset/liability sensitivity and interest rate levels.
As of December 31, 2019,2020, certain interest rate swaps met the criteria required to qualify for the shortcut method of accounting that permits the assumption of perfect offset.
148  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For all designated fair value hedges of interest rate risk as of December 31, 20192020 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.

The following table reflects the change in fair value of interest rate contracts, designated as fair value hedges, as well as the change in fair value of the related hedged items attributable to the risk being hedged, included in the Consolidated Statements of Income:
 
For the years ended December 31 ($ in millions)
 
Consolidated Statements of
Income Caption
  
2019 
  
2018 
  
2017       
 For the years ended December 31 ($ in millions)Consolidated Statements of Income Caption202020192018
 
 
Change in fair value of interest rate swaps hedging long-term debt
  
Interest on
 long-term
 debt
  
$
 
 
 
 
 
 
152
   
 
 
 
 
 
 
 
(36)
   
 
 
 
 
 
 
 
 
(33)
 Change in fair value of interest rate swaps hedging long-term debtInterest on long-term debt$134 152 (36)
Change in fair value of hedged long-term debt attributable to the risk being hedged
  
Interest on
 long-term
 debt
   
(147)
   
41
   
31
 Change in fair value of hedged long-term debt attributable to the risk being hedgedInterest on long-term debt(133)(147)41 
 
 

The following amounts were recorded in the Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of:
  
($ in millions)
 
    Consolidated Balance Sheets Caption
 
December 31, 2019  
 
  
Carrying amount of the hedged items
 
Long-term debt
 $
3,093
 
Cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged items
 
Long-term debt
  
402
 
  
of December 31:
($ in millions)Consolidated Balance 
Sheets Caption
20202019
Carrying amount of the hedged itemsLong-term debt$2,478 3,093 
Cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged itemsLong-term debt534 402 

184 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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-ratefloating rate assets and liabilities. As of December 31, 2019,2020, all hedges designated as cash flow hedges were assessed for effectiveness using either regression analysis (quantitative approach) or a qualitative approach.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 December 31, 2019,2020, the maximum length of time over which the Bancorp is hedging its exposure to the variability in future cash flows is 6048 months.

Reclassified gains and losses on interest rate contracts related to commercial and industrial loans are recorded within interest income in the Consolidated Statements of Income. As of December 31, 2020 and 2019, $718 million and 2018, $422 million, respectively, of net deferred gains, net of tax, and $160 million of net deferred gains, net of tax, respectively, on cash flow hedges were recorded in AOCI in the Consolidated Balance Sheets. As of December 31, 2019, $1012020, $226 million in net unrealized losses,gains, net of tax, recorded in AOCI are expected to be reclassified into earnings during the next twelve12 months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge
de-designations
and or the addition of other hedges subsequent to December 31, 2019.2020.

During both the years ended 2019December 31, 2020 and 2018,2019, 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.

The following table presents the
pre-tax
net gains (losses) recorded in the Consolidated Statements of Income and in the Consolidated Statements of Comprehensive Income relating to derivative instruments designated as cash flow hedges:
  
For the years ended December 31 ($ in millions)
 
2019
  
2018 
  
2017         
 
  
Amount of
pre-tax
net gains (losses) recognized in OCI
 $
348
   
214
   
(11)
 
Amount of
pre-tax
net gains (losses) reclassified from OCI into net income
  
16
   
(2)
   
19
 
  
For the years ended December 31 ($ in millions)202020192018
Amount of pre-tax net gains recognized in OCI$611 348 214 
Amount of pre-tax net gains (losses) reclassified from OCI into net income237 16 (2)

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 mortgage-LIBOR 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.
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 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 2729 for further discussion of 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 central clearing parties, which reduced its credit exposure to the central 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.

149185 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The net gains (losses) recorded in the Consolidated Statements of Income relating to free-standing derivative instruments used for risk management and other business purposes are summarized in the following table:
 
For the years ended December 31 ($ in millions)
 
Consolidated Statements of
Income Caption
 
    2019
  
2018
  
2017  
 For the years ended December 31 ($ in millions)Consolidated Statements of Income Caption202020192018
 
 
Interest rate contracts:
          Interest rate contracts:
Forward contracts related to residential mortgage loans held for sale
 
Mortgage banking net revenue
 
$
 
 
 
4
  
 
 
 
 
 
 
 
 
(8
) 
 
 
 
 
 
 
(17)
 Forward contracts related to residential mortgage loans held for saleMortgage banking net revenue$(12)(8)
Interest rate contracts related to MSR portfolio
 
Mortgage banking net revenue
  
221
   
(21
)  
2
 Interest rate contracts related to MSR portfolioMortgage banking net revenue307 221 (21)
Foreign exchange contracts:
          Foreign exchange contracts:
Foreign exchange contracts for risk management purposes
 
Other noninterest income
  
(7)
   
10
   
(7)
 Foreign exchange contracts for risk management purposesOther noninterest income(3)(7)10 
Equity contracts:
          Equity contracts:
Stock warrant
 
Other noninterest income
  
-
   
-
   
(1)
 
Swap associated with sale of Visa, Inc. Class B Shares
 
Other noninterest income
  
(107)
   
(59
)  
(80)
 Swap associated with sale of Visa, Inc. Class B SharesOther noninterest income(103)(107)(59)
 
 

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 Consolidated Balance Sheets or to forecasted 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 and 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 corporatecommercial banking revenue or other noninterest income in the 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. As of December 31, 20192020 and 2018,2019, the total notional amount of the risk participation agreements was $3.9$3.4 billion and $4.0$3.9 billion, respectively, and the fair value was a liability of $8 million at both December 31, 20192020 and 2018,2019 which is included in other liabilities in the Consolidated Balance Sheets. As of December 31, 2019,2020, the risk participation agreements had a weighted-average remaining life of 3.63.5 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:
  
At December 31 ($ in millions)
 
2019    
  
2018          
 
  
Pass
 
$
 
 
 
 
 
 
 
 
 
 
 
 
3,841
   
3,919
 
Special mention
  
86
   
79
 
Substandard
  
16
   
4
 
  
Total
 $
3,943
   
4,002
 
  
table as of December 31:
($ in millions)20202019
Pass$3,231 3,841 
Special mention113 86 
Substandard52 16 
Total$3,396 3,943 

150186 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The net gains (losses) recorded in the Consolidated Statements of Income relating to free-standing derivative instruments used for customer accommodation are summarized in the following table:
 
For the years ended December 31 ($ in millions)
 
Consolidated Statements of
Income Caption
 
2019
  
    2018
  
    2017        
 For the years ended December 31 ($ in millions)Consolidated Statements of Income Caption202020192018
 
 
Interest rate contracts:
          Interest rate contracts:
Interest rate contracts for customers (contract revenue)
 
Corporate banking revenue
 $           
40
   
32
   
21
 Interest rate contracts for customers (contract revenue)Commercial banking revenue$36 40 32 
Interest rate contracts for customers (credit losses)
 
Other noninterest expense
  
-
   
-
   
(5)
 
Interest rate contracts for customers (credit portion of fair value adjustment)
 
Other noninterest expense
  
(15
)  
-
   
2
 Interest rate contracts for customers (credit portion of fair value adjustment)Other noninterest expense(22)(15)
Interest rate lock commitments
 
Mortgage banking net revenue
  
144
   
70
   
93
 Interest rate lock commitmentsMortgage banking net revenue271 144 70 
Commodity contracts:
          Commodity contracts:
Commodity contracts for customers (contract revenue)
 
Corporate banking revenue
  
8
   
9
   
6
 Commodity contracts for customers (contract revenue)Commercial banking revenue15 
Commodity contracts for customers (credit losses)
 
Other noninterest expense
  
-
   
-
   
1
 Commodity contracts for customers (credit losses)Other noninterest expense(1)— 
Commodity contracts for customers (credit portion of fair value adjustment)
 
Other noninterest expense
  
1
   
(1
)  
-
 Commodity contracts for customers (credit portion of fair value adjustment)Other noninterest expense(2)(1)
Foreign exchange contracts:
          Foreign exchange contracts:
Foreign exchange contracts for customers (contract revenue)
 
Corporate banking revenue
  
49
   
55
   
48
 Foreign exchange contracts for customers (contract revenue)Commercial banking revenue55 49 55 
Foreign exchange contracts for customers (contract revenue)
 
Other noninterest income
  
12
   
14
   
-
 Foreign exchange contracts for customers (contract revenue)Other noninterest expense(11)12 14 
Foreign exchange contracts for customers (credit losses)
 
Other noninterest expense
  
-
   
-
   
2
 
Foreign exchange contracts for customers (credit portion of fair value adjustment)
 
Other noninterest expense
  
-
   
1
   
1
 Foreign exchange contracts for customers (credit portion of fair value adjustment)Other noninterest expense(1)
 

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 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 areis 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 tables provide a summary of offsetting derivative financial instruments:
 
Gross Amount Recognized in the Consolidated Balance Sheets(a)
Gross Amounts Not Offset in the
Consolidated Balance Sheets
 
Gross Amount
Recognized in the
Consolidated Balance Sheets
(a)
  
Gross Amounts Not Offset in the
Consolidated Balance Sheets
  
As of December 31, 2019 ($ in millions)
    Derivatives        
  
    Collateral
(b)            
  
Net Amount  
 
 
 
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)
Gross Amount Recognized in the Consolidated Balance Sheets(a)
Derivatives
Collateral(b)
Net Amount
Assets:
            Assets:
Derivatives
     $
1,655
   
(417
)  
(504)
   
734
 Derivatives$2,862 (621)(755)1,486 
 
Total assets
  
1,655
   
(417
)  
(504)
   
734
 Total assets2,862 (621)(755)1,486 
       
Liabilities:
            Liabilities:
Derivatives
  
741
   
(417
)  
(97)
   
227
 Derivatives1,072 (621)(221)230 
 
Total liabilities
     $
741
   
(417
)  
(97)
   
227
 Total liabilities$1,072 (621)(221)230 
 
 
(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 Consolidated Balance Sheets were excluded from this table.
 
 
 
Gross Amount
Recognized in the
Consolidated Balance Sheets
(a)
  
Gross Amounts Not Offset in the
Consolidated Balance Sheets
  
As of December 31, 2018 ($ in millions)
    Derivatives        
  
    Collateral
(b)
      
  
Net Amount  
 
 
 
Assets:
            
Derivatives
     $
1,107
   
(410
)  
(348)
   
349
 
 
Total assets
  
1,107
   
(410
)  
(348)
   
349
 
     
Liabilities:
            
Derivatives
  
874
   
(410
)  
(123)
   
341
 
 
Total liabilities
     $
874
   
(410
)  
(123)
   
341
 
 
(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 Consolidated Balance Sheets were excluded from this table.
(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 Consolidated Balance Sheets were excluded from this table.

151187 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Gross Amount Recognized in the
Consolidated Balance Sheets(a)
Gross Amounts Not Offset in the
Consolidated Balance Sheets
As of December 31, 2019 ($ in millions)Derivatives
Collateral(b)
Net Amount
Assets:
Derivatives$1,655 (417)(504)734 
Total assets1,655 (417)(504)734 
Liabilities:
Derivatives741 (417)(97)227 
Total liabilities$741 (417)(97)227 
(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 Consolidated Balance Sheets were excluded from this table.

16. OTHER ASSETSOther Assets
The following table provides the components of other assets included in the Consolidated Balance Sheets as of December 31:
  
($ in millions)
 
2019
  
2018
 
  
Accounts receivable and
drafts-in-process
 $
2,278
   
1,963
 
Bank owned life insurance
  
1,960
   
1,760
 
Partnership investments
  
1,729
   
1,390
 
Derivative instruments
  
1,673
   
1,114
 
Operating lease
right-of-use
assets
  
473
   
-
 
Accrued interest and fees receivable
  
424
   
438
 
Worldpay, Inc. TRA receivable
  
345
   
-
 
Prepaid expenses
  
101
   
93
 
OREO and other repossessed personal property
  
64
   
48
 
Income tax receivable
  
32
   
56
 
Investment in Worldpay Holding, LLC
  
-
   
420
 
Other
  
111
   
90
 
  
Total other assets
 
$
             
9,190
   
7,372
 
  
($ in millions)20202019
Derivative instruments$2,919 1,673 
Accounts receivable and drafts-in-process2,121 2,278 
Bank owned life insurance2,003 1,960 
Partnership investments1,872 1,729 
Accrued interest and fees receivable486 424 
Operating lease right-of-use assets423 473 
Worldpay, Inc. TRA receivable321 345 
Income tax receivable166 32 
Prepaid expenses129 101 
OREO and other repossessed property30 64 
Other279 111 
Total other assets$10,749 9,190 

17. SHORT-TERM BORROWINGS
188 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. Short-Term Borrowings
Borrowings with original maturities of one year or less are classified as short-term and include federal funds purchased and other short-term borrowings. Federal funds purchased are excess balances in reserve accounts held at the FRB that the Bancorp purchased from
other member banks on an overnight basis. Other short-term borrowings include securities sold under repurchase agreements, derivative collateral, FHLB advances and other borrowings with original maturities of one year or less.

The following table summarizes short-term borrowings and weighted-average rates:
20202019
($ in millions)AmountRate      AmountRate        
As of December 31:
Federal funds purchased$300 0.14 %$260 1.49 %
Other short-term borrowings1,192 0.19 1,011 1.24 
Average for the years ended December 31:
Federal funds purchased$385 0.58 %$1,267 2.26 %
Other short-term borrowings1,709 0.81 1,046 2.67 
Maximum month-end balance for the years ended December 31:
Federal funds purchased$1,625 $2,693 
Other short-term borrowings4,542 4,046 

  
 
2019
  
2018
 
       
($ in millions)
 
        Amount
  
  Rate      
  
        Amount
  
Rate        
 
  
As of December 31:
            
Federal funds purchased
     $
260
   
1.49%
      $
1,925
   
2.40%
 
Other short-term borrowings
  
1,011
   
1.24    
   
573
   
1.95   
 
  
Average for the years ended December 31:
            
Federal funds purchased
     $
1,267
   
2.26%
      $
1,509
   
1.97%
 
Other short-term borrowings
  
1,046
   
2.67    
   
1,611
   
1.82   
 
  
Maximum
month-end
balance for the years ended December 31:
            
Federal funds purchased
 
    $
         
2,693
         $
         
2,684
    
Other short-term borrowings
  
4,046
      
6,313
    
  
The following table presents a summary of the Bancorp’s other short-term borrowings as of December 31:
  
($ in millions)
 
2019
  
2018                  
 
  
Securities sold under repurchase agreements
 $
469
   
302      
 
Derivative collateral
  
542
   
271      
 
  
Total other short-term borrowings
 
$
                           
1,011
   
573      
 
  
($ in millions)20202019
Securities sold under repurchase agreements$679 469 
Derivative collateral474 542 
Other secured borrowings39 
Total other short-term borrowings$1,192 1,011 

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 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 December 31, 20192020 and 2018,2019, all securities sold under repurchase agreements were secured by agency residential mortgage-backed securities and the repurchase agreements have an overnight remaining contractual maturity.

As of December 31, 2020, other secured borrowings primarily includes 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 on the balance sheet, regardless of the intent to repurchase the loans.
152189 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
18. LONG-TERM DEBTLong-Term Debt
The following table is a summary of the Bancorp’s long-term borrowings at December 31:
 
($ in millions)
 
Maturity
  
Interest Rate
  
  2019
  
2018    
 ($ in millions)MaturityInterest Rate20202019
 
Parent Company
            Parent Company
Senior:
            Senior:
Fixed-rate notes
  
2019
   
2.30  %
  $
-
   
500
 Fixed-rate notes20202.875%$0 1,099 
Floating-rate notes(b)
Floating-rate notes(b)
20210.70%250 250 
Fixed-rate notes
  
2020
   
2.875 %
   
1,099
   
1,098
 Fixed-rate notes20222.60%699 699 
Floating-rate notes
(b)
  
2021
   
2.37  %
   
250
   
250
 
Fixed-rate notesFixed-rate notes20223.50%499 499 
Fixed-rate notes
  
2022
   
2.60  %
   
699
   
698
 Fixed-rate notes20231.625%498 
Fixed-rate notes
  
2022
   
3.50  %
   
499
   
498
 Fixed-rate notes20243.65%1,494 1,493 
Fixed-rate notes
  
2024
   
3.65  %
   
1,493
   
-
 Fixed-rate notes20252.375%747 746 
Fixed-rate notes
  
2025
   
2.375 %
   
746
   
-
 Fixed-rate notes20272.55%746 
Fixed-rate notes
  
2028
   
3.95  %
   
646
   
646
 Fixed-rate notes20283.95%647 646 
Subordinated:
(a)
            
Subordinated:(a)
Fixed-rate notes
  
2024
   
4.30  %
   
748
   
747
 Fixed-rate notes20244.30%748 748 
Fixed-rate notes
  
2038
   
8.25  %
   
1,333
   
1,238
 Fixed-rate notes20388.25%1,433 1,333 
Subsidiaries
            Subsidiaries
Senior:
            Senior:
Fixed-rate notes
  
2019
   
2.375 %
   
-
   
850
 Fixed-rate notes20202.20%0 752 
Fixed-rate notes
  
2019
   
2.30  %
   
-
   
750
 
Fixed-rate notes
  
2019
   
1.625 %
   
-
   
743
 
Floating-rate notes
(c)
  
2019
   
3.412 %
   
-
   
250
 
Floating-rate notes(c)
20202.186%0 300 
Fixed-rate notes
  
2020
   
2.20  %
   
752
   
742
 
Floating-rate notes
(b)
  
2020
   
2.186 %
   
300
   
300
 
Fixed-rate notes
  
2021
   
2.25  %
   
1,249
   
1,248
 Fixed-rate notes20212.25%1,249 1,249 
Fixed-rate notes
  
2021
   
2.875 %
   
848
   
847
 Fixed-rate notes20212.875%849 848 
Fixed-rate notes
  
2021
   
3.35  %
   
508
   
502
 Fixed-rate notes20213.35%506 508 
Floating-rate notes
(b)
  
2021
   
2.376 %
   
299
   
299
 
Floating-rate notes(b)
20210.655%300 299 
Floating-rate notes
(b)
  
2022
   
2.549 %
   
299
   
-
 
Floating-rate notes(b)
20220.854%300 299 
Fixed-rate notesFixed-rate notes20231.80%648 
Fixed-rate notesFixed-rate notes20253.95%836 797 
Fixed-rate notes
  
2025
   
3.95  %
   
797
   
764
 Fixed-rate notes20272.25%598 
Subordinated:
(a)
            
Subordinated:(a)
Fixed-rate bank notes
  
2026
   
3.85  %
   
748
   
747
 Fixed-rate bank notes20263.85%748 748 
Fixed-rate bank notes
  
2027
   
4.00  %
   
171
   
-
 Fixed-rate bank notes20274.00%172 171 
Junior subordinated:
            Junior subordinated:
Floating-rate debentures
(b)
  
2035
   
3.31 %
  -
  3.58 %
   
53
   
52
 
Floating-rate debentures(b)
20351.73%-1.91%54 53 
FHLB advances
  
2020
 -
 2047
   
0.05 %
  -
  6.87 %
   
91
   
22
 FHLB advances2021-20470.05%-5.9167 91 
Notes associated with consolidated VIEs:
            Notes associated with consolidated VIEs:
Automobile loan securitizations:
            Automobile loan securitizations:
Fixed-rate notes
  
2022
 -
 2026
   
1.80 %
  -
  2.69 %
   
1,147
   
568
 Fixed-rate notes2022-20261.80%-2.69%623 1,147 
Floating-rate notes
(b)
  
2022
   
1.91  %
   
42
   
11
 
Floating-rate notes(b)
20220.33%0 42 
Other
  
2020 - 2040
   
Varies
   
153
   
56
 Other2021-2041Varies262 153 
 
Total
       
$
       
14,970
   
14,426
 Total$14,973 14,970 
 
(a)In aggregate, $2.8 billionand $2.7 billion qualifies as Tier II capital for regulatory capital purposes for the years ended December 31, 2020 and 2019, respectively.
(b)These rates reflect the floating rates as of December 31, 2020.
(c)These rates reflect the floating rates as of December 31, 2019.

(a)
In aggregate,
$2.7 billion
and $2.6 billion qualifies as Tier II capital for regulatory capital purposes for the years ended
December 31, 2019
and 2018, respectively.
(b)These rates reflect the floating rates as of December 31, 2019.
(c)These rates reflect the floating rates as of December 31, 2018.
The Bancorp pays down long-term debt in accordance with contractual terms over maturity periods summarized in the aboveprevious table. The aggregate annual maturities of long-term debt obligations (based on final maturity dates) as of December 31, 20192020 are presented in the following table:
 
($ in millions)
 
Parent
  
Subsidiaries  
  
Total        
 ($ in millions)ParentSubsidiariesTotal
 
2020
 $
                   
1,099
   
1,073
   
2,172
 
2021
  
250
   
2,923
   
3,173
 2021$250 2,912 3,162 
2022
  
1,198
   
900
   
2,098
 20221,198 325 1,523 
2023
  
-
   
514
   
514
 2023498 1,143 1,641 
2024
  
2,241
   
98
   
2,339
 20242,242 98 2,340 
20252025747 910 1,657 
Thereafter
  
2,725
   
1,949
   
4,674
 Thereafter2,826 1,824 4,650 
 
Total
 $
7,513
   
7,457
   
14,970
 Total$7,761 7,212 14,973 
 

190 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2020, the Bancorp’s long-term borrowings consisted of outstanding principal balances of $14.5 billion, net discounts of $19 million, debt issuance costs of $31 million and additions for mark-to-market adjustments on its hedged debt of $534 million. At December 31, 2019, the Bancorp’s long-term borrowings consisted of outstanding principal balances of $14.6 billion, net discounts of $18 million, debt issuance costs of $33 million and additions for
mark-to-market
adjustments on its hedged debt of $402 million.
At December 31, 2018, the Bancorp’s long-term borrowings consisted of outstanding principal balances of $14.2 billion, net discounts of $20 million, debt issuance costs of $30 million and additions for
mark-to-market
adjustments on its hedged debt of $254 million. The Bancorp was in compliance with all debt covenants at December 31, 20192020 and 2018.2019.
For further information on a subsequent event related to long-term debt, refer to Note 33.
153  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Parent Company Long-Term Borrowings
Senior notes
On March 7, 2012, the Bancorp issued and sold $500 million of senior notes to third-party investors and entered into a Supplemental Indenture dated March 7, 2012 with the Trustee, which modified the existing Indenture for Senior Debt Securities dated April 30, 2008. The Supplemental Indenture and the Indenture define the rights of the senior notes and that they are represented by a Global Security dated as of March 7, 2012. The senior notes bear a fixed-rate of interest of 3.50% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes will be due upon maturity on March 15, 2022. These fixed-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On July 27, 2015, the Bancorp issued and sold $1.1 billion of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 2.875% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on July 27, 2020. These fixed-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.
On June 15, 2017, the Bancorp issued and sold $700 million of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 2.60% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on June 15, 2022. These fixed-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On March 14, 2018, the Bancorp issued and sold $650 million of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 3.95% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on March 14, 2028. These fixed-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On June 5, 2018, the Bancorp issued and sold $250 million of senior notes to third-party investors. The senior notes bear a floating-rate of three-month LIBOR plus 47 bps. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on June 4, 2021. These floating-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On January 25, 2019, the Bancorp issued and sold $1.5 billion of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 3.65% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on January 25, 2024. These fixed-rate senior notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On October 28, 2019, the Bancorp issued and sold $750 million of senior notes to third-party investors. The senior notes bear a fixed-rate of interest of 2.375% per annum. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on January 28, 2025. These notes will be redeemable at the Bancorp’s option, in whole or in part, at any time or from time to time, on or after April 25, 2020, and prior to December 29, 2024, in each case at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the greater of (i) 100% of the aggregate principal amount of the notes being redeemed on that redemption date; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed that would be due if the notes to be redeemed matured on December 29, 2024 discounted to the redemption date on a semi-annual basis at the applicable treasury rate plus 15 bps. Additionally, these notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

On May 5, 2020, the Bancorp issued and sold $1.25 billion in aggregate principal amount of senior fixed-rate notes. The notes consisted of $500 million of 1.625% senior fixed-rate notes, with a maturity of three years, due on May 5, 2023; and $750 million of 2.55% senior fixed-rate notes, with a maturity of seven years, due on May 5, 2027. The 1.625% and 2.55% senior fixed-rate notes will be redeemable on or after April 5, 2023 and April 5, 2027, respectively (the respective “Applicable Par Call Date”), in whole or in part, at any time and from time to time, at the Bancorp’s option at a redemption price equal to 100% of the aggregate principal amount of the senior fixed-rate notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. Additionally, the 1.625% and 2.55% senior fixed-rate notes will be redeemable at the Bancorp’s option, in whole or in part, at any time or from time to time, on or after November 2, 2020, and prior to the notes’ respective Applicable Par Call Date, in each case at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the greater of: (a) 100% of the aggregate principal amount of the senior fixed-rate notes being redeemed on that redemption date; and (b) the sum of the present values of the remaining scheduled payments of principal and
191 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
interest on the senior fixed-rate notes being redeemed that would be due if the senior fixed-rate notes to be redeemed matured on their respective Applicable Par Call Date (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus either 25 bps (for the 1.625% senior fixed-rate notes) or 35 bps (for the 2.55% senior fixed-rate notes), as the case may be.

Subordinated debt
The Bancorp has entered into interest rate swaps to convert part of its subordinated fixed-rate notes due in 2038 to floating-rate. Of the $1.0 billion in 8.25% subordinated fixed-rate notes due in 2038, $705 million were subsequently hedged to floating-rate and paid a rate of 4.96%3.27% at December 31, 2019.
2020.

On November 20, 2013, the Bancorp issued and sold $750 million of 4.30% unsecured subordinated fixed-rate notes due on January 16, 2024. These fixed-rate notes will be redeemable by the Bancorp, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

Subsidiary Long-Term Borrowings
Senior and subordinated debt
Medium-term senior notes and subordinated bank notes with maturities ranging from one year to 30 years can be issued by the Bancorp’s banking subsidiary. Under the Bancorp’s banking subsidiary’s global bank note program, the Bank’s capacity to issue its senior and subordinated unsecured bank notes is $25.0 billion. As of December 31, 2019, $19.32020, $19.1 billion was available for future issuance under the global bank note program.

On September 5, 2014, the Bank issued and sold, under its bank notes program, $850 million of 2.875% unsecured senior fixed-rate bank notes due on October 1, 2021. These bank notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On March 15, 2016, the Bank issued and sold, under its bank notes program, $750 million of 3.85% subordinated fixed-rate notes due on March 15, 2026. These bank notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On June 14, 2016, the Bank issued and sold, under its bank notes program, $1.3 billion of 2.25% unsecured senior fixed-rate notes due on June 14, 2021.
154  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
These bank notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.
On October 30, 2017, the Bank issued and sold, under its bank notes program, $1.1 billion in aggregate principal amount of unsecured senior bank notes due on October 30, 2020. The bank notes consisted of $750 million of 2.20% senior fixed-rate notes and $300 million of senior floating-rate notes at three-month LIBOR plus 25 bps. The Bancorp entered into an interest rate swap to convert the fixed-rate notes to a floating-rate, which resulted in an effective interest rate of three-month LIBOR plus 24 bps. These bank notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On July 26, 2018 the Bank issued and sold, under its bank notes program, $1.55 billion in aggregate principal amount of unsecured senior bank notes. The bank notes consisted of $500 million of 3.35% senior fixed-rate notes, with a maturity of three years, due on July 26, 2021; $300 million of senior floating-rate notes at three-month LIBOR plus 44 bps, with a maturity of three years, due on July 26, 2021; and $750 million of 3.95% senior fixed-rate notes, with a maturity of seven years, due July 28, 2025. The Bank entered into interest rate swaps to convert the fixed-rate notes due in 2021 and 2025 to a floating-rate, which resulted in an effective interest rate of
one-month
LIBOR plus 53 bps and 104 bps, respectively. These bank notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.

On February 1, 2019, the Bank issued and sold, under its bank notes program, $300 million in unsecured senior floating-rate bank notes due on February 1, 2022. Interest on the floating-rate notes is three-month LIBOR plus
64
bps. These notes will be redeemable by the Bank, in whole or in part, on or after the date that is 30 days prior to the maturity date at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest up to, but excluding, the redemption date.

As a result of the MB Financial, Inc. acquisition, the Bank assumed $175 million of 4.00% subordinated fixed-rate notes due on December 1, 2027. These bank notes will be redeemable by the Bank, in whole or in part, on any interest payment date on or after December 1, 2022 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.
From December 1, 2022 until maturity, the bank notes pay interest quarterly on the first day of March, June, September and December.

On January 31, 2020, the Bank issued and sold, under its bank notes program, $1.25 billion in aggregate principal amount of senior fixed-rate notes. The bank notes consisted of $650 million of 1.80% senior fixed-rate notes, with a maturity of three years, due on January 30, 2023; and $600 million of 2.25% senior fixed-rate notes, with a maturity of seven years, due on February 1, 2027. On or after the date that is 30 days before the maturity date, the 1.80% senior fixed-rate notes will be redeemable, in whole or in part, at any time and from time to time, at the Bank’s option at a redemption price equal to 100% of the aggregate principal amount of the 1.80% senior fixed-rate notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. The 2.25% senior fixed-rate notes will be redeemable at the Bank’s option, in whole or in part, at any time or from time to time, on or after July 31, 2020, and prior to January 4, 2027 (the
192 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
“Applicable Par Call Date”), in each case at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the greater of: (a) 100% of the aggregate principal amount of the 2.25% senior fixed-rate notes being redeemed on that redemption date; and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the 2.25% senior fixed-rate notes being redeemed that would be due if the 2.25% senior fixed-rate notes to be redeemed matured on the Applicable Par Call Date (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the Applicable Spread for the Notes to be redeemed. Additionally, on or after January 4, 2027, the 2.25% senior fixed-rate notes will also be redeemable, in whole or in part, at any time and from time to time, at the Bank’s option at a redemption price equal to 100% of the aggregate principal amount of the 2.25% senior fixed-rate notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

Junior subordinated debt
The junior subordinated floating-rate debentures due in 2035 were assumed by the Bancorp’s direct nonbank subsidiary holding company as part of the acquisition of First Charter in June 2008. The obligation was issued to First Charter Capital Trust I and II. The notes of First Charter Capital Trust I and II pay a floating rate at three-month LIBOR plus 169 bps and 142 bps, respectively. The Bancorp’s nonbank subsidiary holding company has fully and unconditionally guaranteed all obligations under the acquired TruPS issued by First Charter Capital Trust I and II.

FHLB advances
At December 31, 2019,2020, FHLB advances have rates ranging from 0.05% to 6.87%5.91%, with interest payable monthly. The Bancorp has pledged $17.6$16.7 billion of certain residential mortgage loans and securities to secure its borrowing capacity at the Federal Home Loan BankFHLB which is partially utilized to fund $91$67 million in FHLB advances that are outstanding. The FHLB advances mature as follows: $2 million in 2020, $2$1 million in 2021, $1 million in 2022, $72$51 million in 2023, an immaterial amount in 2024, $5 million in 2025, and $14$9 million thereafter.

Notes associated with consolidated VIEs
As previously discussed in Note 13, the Bancorp was determined to be the primary beneficiary of various VIEs associated with certain automobile loan securitizations. Third-party holders of this debt do not have recourse to the general assets of the Bancorp. In a securitization transaction that occurred in 2019, the Bancorp transferred approximately $1.43 billion in automobile loans to a bankruptcy remote trust which was deemed to be a VIE. This trust then subsequently issued approximately $1.37 billion of asset-backed notes, of which approximately $68 million were retained by the Bancorp. Approximately $940$543 million of outstanding notes from the 2019 securitization transaction are included in long-term debt in the Consolidated Balance Sheets as of December 31, 2019.2020. Additionally, in prior years the Bancorp completed securitization transactions in which the Bancorp transferred certain consumer automobile loans to bankruptcy remote trusts which were also deemed to be VIEs. As such, approximately $249$80 million of outstanding notes related to these VIEs were included in long-term debt in the Consolidated Balance Sheets as of December 31, 2019.
2020.
155193 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. COMMITMENTS, CONTINGENT LIABILITIES AND GUARANTEESCommitments, 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 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 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 December 31:
 
($ in millions)
 
2019    
  
2018            
 ($ in millions)20202019
 
Commitments to extend credit
 
$
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
75,696
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
70,415
 Commitments to extend credit$74,499 75,696 
Forward contracts related to residential mortgage loans held for saleForward contracts related to residential mortgage loans held for sale2,903 2,901 
Letters of credit
  
2,137
   
2,041
 Letters of credit1,982 2,137 
Forward contracts related to residential mortgage loans held for sale
  
2,901
   
926
 
Purchase obligations
  
113
   
126
 Purchase obligations195 113 
Capital commitments for private equity investments
  
75
   
32
 Capital commitments for private equity investments83 75 
Capital expenditures
  
84
   
45
 Capital expenditures75 84 
 

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 December 31, 20192020 and 2018,2019, the Bancorp had a reserve for unfunded commitments, including letters of credit, totaling $144$172 million and $131$144 million, respectively, included in other liabilities in the Consolidated Balance Sheets. The Bancorp monitors the credit risk associated with commitments to extend credit using the same standard regulatory risk rating systemsystems 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 December 31:
 
($ in millions)
 
2019    
  
2018          
 ($ in millions)20202019
 
Pass
 
$
               
74,654
                  
69,928
 Pass$71,386 74,654 
Special mention
  
633
   
271
 Special mention2,049 633 
Substandard
  
408
   
216
 Substandard1,063 408 
Doubtful
  
1
   
-
 Doubtful1 
 
Total commitments to extend credit
 $
75,696
   
70,415
 Total commitments to extend credit$74,499 75,696 
 

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 December 31, 2019:
  
($ in millions)
  
  
Less than 1 year
(a)
 $
                     
1,022
 
1 - 5 years
(a)
  
1,110
 
Over 5 years
  
5
 
  
Total letters of credit
 $
2,137
 
  
2020:
(a)Includes $2 and $2 issued on behalf of commercial customers to facilitate trade payments
($ in U.S. dollars and foreign currencies which expire lessmillions)
Less than 1 year and between (a)
$1,098 
1 - 5 years respectively.(a)
883 
Over 5 years
Total letters of credit$1,982 
(a)Includes $9 and $2 issued on behalf of commercial customers to facilitate trade payments in U.S. dollars and foreign currencies which expire 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 December 31, 20192020 and 20182019 and are considered guarantees in accordance with U.S. GAAP. Approximately 66%68% and 60%66% of the total standby letters of credit were collateralized as of December 31, 20192020 and 2018,2019, 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 is included in the total reserve for unfunded commitments, was $27 million at December 31, 2020 and $20 million at December 31, 2019 and $17 million at December 31, 2018.2019. The Bancorp monitors the credit risk associated with letters of credit using the same standard regulatory risk rating systemsystems utilized for its loan and lease portfolio.

156194 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Risk ratings of outstanding letters of credit under this risk rating system are summarized in the following table as of December 31:
 
($ in millions)
 
2019   
  
2018          
 ($ in millions)20202019
 
Pass
 
$
                 
2,005
   
1,905
 Pass$1,739 2,005 
Special mention
  
20
   
10
 Special mention111 20 
Substandard
  
111
   
126
 Substandard132 111 
Doubtful
  
1
   
-
 Doubtful0 
 
Total letters of credit
 $
2,137
                      
2,041
 Total letters of credit$1,982 2,137 
 

At December 31, 20192020 and 2018,2019, 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 December 31, 20192020 and 2018,2019, total VRDNs in which the Bancorp was the remarketing agent or were supported by a Bancorp letter of credit were $449$385 million and $487$449 million, respectively, of which FTS acted as the remarketing agent to issuers on $445$385 million and $481$445 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 $187$142 million and $256$187 million of the VRDNs remarketed by FTS, in addition to $3 million0 and $6$3 million in VRDNs remarketed by third parties at December 31, 20192020 and 2018,2019, respectively. These letters of credit are included in the total letters of credit balance provided in the previous table. The Bancorp held $3 million0 and $9$3 million of these VRDNs in its portfolio and classified them as trading securities at December 31, 2020 and 2019, and 2018, 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 also 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 20 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.

As of both December 31, 20192020 and 2018,2019, the Bancorp maintained reserves related to loans sold with representation and warranty provisions totaling $8 million and $6 million, respectively, included in other liabilities in the 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 December 31, 2019,2020, 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$8 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.

195 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During both the years ended December 31, 20192020 and 2018,2019, the Bancorp paid an immaterial amount in the form of make whole payments and repurchased $25 million and $18 million, respectively, in outstanding principal of loans to satisfy investor demands. Total repurchase demand requests during the years ended December 31, 2020 and 2019 and 2018 were $45$32 million and $19$45 million, respectively. Total outstanding repurchase demand inventory was $6$5 million and $1$6 million at December 31, 2020 and 2019, and 2018, respectively.

157  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes activity in the reserve for representation and warranty provisions for the years ended December 31:
  
($ in millions)
 
2019
  
2018      
 
  
Balance, beginning of period
 
$
             
6
          
     
9
 
Net reductions to the reserve
  
-
   
(3)
 
  
Balance, end of period
 $
6
   
6
 
  
The following tables provide a rollforward of unresolved claims by claimant type for the years ended December 31:
  
 
GSE
  
Private Label
 
2019 ($ in millions)
 
Units
  
Dollars    
  
        Units 
  
Dollars     
 
  
Balance, beginning of period
  
9
  $
1
  
          
1
  $
-
 
New demands
  
258
   
45
   
8
   
1
 
Loan paydowns/payoffs
  
(3
)  
-
   
-
   
-
 
Resolved demands
  
(237
)  
(40)
   
(8
)  
(1)
 
  
Balance, end of period
  
27
  
$
               
6
   
1
  
$
           
-
 
  
    
  
 
GSE
  
Private Label
 
2018 ($ in millions)
 
Units 
  
Dollars    
  
Units 
  
Dollars     
 
  
Balance, beginning of period
  
6
  $
1
   
1
  $
-
     
 
New demands
  
121
   
19
   
-
   
-
 
Resolved demands
  
(118
)  
(19)
   
-
   
-
 
  
Balance, end of period
  
9
  $
1
   
1
  $
               
-
 
  
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 balancebalances held by the brokerage clearing agent was $12were $14 million and $13$12 million at December 31, 20192020 and 2018,2019, respectively. In the event of any 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 December 31, 20192020 and 2018.
2019.

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
by-laws
bylaws and in accordance with theirits membership agreements. In accordance with Visa’s
by-laws
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���sVisa’s litigation committee determined that the escrow account was insufficient;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 29 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 December 31, 2019,2020, the Bancorp has concluded that it is not probable that the Visa Litigation Exposure will exceed the Class B Value.
158  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Based on this determination, upon the sale of the 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 $163$201 million and $125$163 million at December 31, 20192020 and 2018,2019, respectively. Refer to Note 15 and Note 29 for further information.

196 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 AmountBancorp Cash Payment Amount
Q2 2010$500 20 
Q4 2010800 35 
Q2 2011400 19 
Q1 20121,565 75 
Q3 2012150 
Q3 2014450 18 
Q2 2018600 26 
Q3 2019300 12 
 
Period ($ in millions)
 
Visa
Funding Amount
  
    Bancorp Cash            
    Payment Amount            
 
Q2 2010
 $
                        
500
  
20
Q4 2010
  
800
  
35
Q2 2011
  
400
  
19
Q1 2012
  
1,565
  
75
Q3 2012
  
150
  
6
Q3 2014
  
450
  
18
Q2 2018
  
600
  
26
Q3 2019
  
300
  
12
 

159197 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
20. LEGAL AND REGULATORY PROCEEDINGS
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
®
Visa®, MasterCard
®
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.
05-MD-1720) 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 19 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. On January 14, 2014,agreement that was initially approved by the trial court entered a final order approvingbut reversed by the class settlement. A number of merchants filed appeals from that approval. The U.S. Second Circuit Court of Appeals for the Second Circuit held a hearing on those appeals and on June 30, 2016, reversed the district court’s approval of the class settlement, remanding the caseremanded to the district court for further proceedings. On March 27, 2017, the Supreme Court of the United States denied a petition for writ of certiorari seeking to review the Second Circuit’s decision. Pursuant to the terms of the overturned settlement agreement, the Bancorp had previously paid $46 million into a class settlement escrow account. Approximately 8,000 merchants requested exclusion from the class settlement, and therefore, pursuant to the terms of the overturned settlement agreement, approximately 25% of the funds paid into the class settlement escrow account had been already returned to the control of the defendants. The remaining settlement funds paid by the Bancorp have been maintained in the escrow account. 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. However,Pursuant to the terms of the Settlement Agreement, also provided that if between 15% and 25% of class members (by payment volume) opted out of the class, up to $700 million of the additional settlement funds would be returned to the defendants. It has now been determined that more than 25% of the class members have elected to opt out of the Amended Settlement Agreement, and, therefore, $700 million of the additional $900 million has been returned to the defendants.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. 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. The ultimate outcome in this matter, including the timing of resolution, therefore remains uncertain. Refer to Note 19 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, 4 similar putative class actions 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-00851)12-CV-851).
On behalf of a putative class, the plaintiffs sought unspecified monetary and statutory damages, injunctive relief, punitive damages, attorney’s 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 January 10, 2018, plaintiffs filed a motion to hear the immediate appeal of the dismissal of their breach of contract claim. On March 28, 2018, the court granted plaintiffs’ motion and stayed the TILA claim pending that appeal. On April 26, 2018, plaintiffs filed their notice of appeal for the breach of contract claim with the U.S. Court of Appeals for the Sixth Circuit. 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 $280 million. Under the Court’s scheduling order, theThe plaintiffs’ motion for class certification is currently duewas filed on April 20, 2020.2020 and is now fully briefed and awaiting decision. No trial date has been set.

Helton v. Fifth Third Bank
On August 31, 2015, trust beneficiaries filed an action against Fifth Third Bank, as trustee, in the Probate Court for Hamilton County, Ohio (Helen Clarke Helton, et al. v. Fifth Third Bank, Case No. 2015003814). The plaintiffs alleged breach of the duty to diversify, breach of the duty of impartiality, breach of trust/fiduciary duty, and unjust enrichment, based on Fifth Third’s alleged failure to diversify assets held in two trusts for the plaintiffs’ benefit. The lawsuit sought over $800 million in alleged damages, attorney’s fees, removal of Fifth Third as trustee, and injunctive relief. Fifth Third denied all liability. On April 20, 2018, the Court denied plaintiffs’ motion for summary judgment and granted summary judgment to Fifth Third, dismissing the case in its entirety. On December 18, 2019, the Ohio Court of Appeals affirmed the Probate Court’s dismissal of all of plaintiffs’ claims based upon allegations of Fifth Third’s alleged failure to diversify assets held in two trusts for Plaintiffs’plaintiffs’ benefit.
160  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The appeals court reversed summary judgment on one claim related to Fifth Third’s alleged unjust enrichment through its receipt of certain fees in managing the trusts. The Court of Appeals remanded the case to the Probate Court for further consideration of the lone surviving claim, which comprises a small fraction of the damages originally sought by plaintiffs in the lawsuit.
Plaintiffs filed an appeal to the Ohio Supreme Court, seeking review of the decision from the Ohio Court of Appeals. On April 14, 2020, the Ohio Supreme Court announced its denial of
Upsher-Smith Laboratories, Inc.198 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
plaintiffs’ request for review, and subsequently denied plaintiffs’ request for reconsideration. Thereafter, the case returned to the trial court for further adjudication of the lone surviving claim. On January 8, 2021 the trial court issued an order denying Fifth Third’s motion for summary judgment on the remaining claim leaving it to be resolved at trial.

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 (N.D. Ill.) (ABW), 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, 2016, Upsher-Smith Laboratories, Inc. (“Upsher-Smith”) filed suit against2021, the court granted Fifth Third Bank in the Fourth Judicial District, Hennepin County, Minnesota, alleging that Fifth Third improperly implemented foreign exchange transactions requested by plaintiff’s authorized employee who allegedly was the victim of fraud by a third party. Plaintiff asserted claims for breach of contract and the implied covenant of good faith and fair dealing and for alleged failureThird's motion to comply with Article
4A-202
of the Uniform Commercial Code (the “UCC claim”), with losses allegedly totaling almost $40 million, plus interest. Fifth Third denied all liability in this matter. On March 3, 2016, Fifth Third removed the casetransfer venue to the United States District Court for the Southern District of Minnesota (Upsher-Smith Laboratories Inc.Ohio. The Bancorp is also subject to a consumer class action related to the alleged opening of unauthorized accounts.

Shareholder Litigation
On April 7, 2020, Plaintiff Lee Christakis filed a putative class action against Fifth Third Bancorp, Fifth Third President and Chief Executive Officer Greg D. Carmichael, and former Fifth Third Chief Financial Officer Tayfun Tuzun in the U.S. District Court for the Northern District of Illinois entitled Lee Christakis, individually and on behalf of all others similarly situated v. Fifth Third Bank,Bancorp, et al., Case No.
16-cv-00556) 1:20-cv-2176 (N.D. Ill).
The case brings 2 claims for violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the Defendants made material misstatements and omissions in connection with the alleged unauthorized opening of credit card, savings, checking, online banking and early access accounts from 2010 through 2016. The plaintiff seeks certification of a class, unspecified damages, attorneys’ fees and costs. On March 22, 2019,June 29, 2020, the Court granted summary judgment toappointed Heavy & General Laborers’ Local 472 & 172 Pension and Annuity Funds as lead plaintiff, and Robins Geller Rudman & Dowd LLP as lead counsel for the plaintiff. On September 14, 2020, the lead plaintiff filed its amended consolidated complaint.

On July 31, 2020, a second putative shareholder class action 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 Upsher-Smith’sbehalf of former shareholders of MB Financial, Inc. in the Cook County, Illinois Circuit Court. The suit brings claims for breachviolation of contractSections 11 and 12(a)(2) of the implied covenantSecurities Act of good faith1933, alleging that the Bancorp and fair dealing, but denied summary judgmentcertain of its officers and directors made material misstatements and omissions regarding the alleged improper cross-selling strategy in filings made in connection with the Bancorp’s merger with MB Financial, Inc.

In addition, shareholder derivative lawsuits have been filed seeking monetary damages on behalf of the UCC claim. On June 27, 2019,Bancorp alleging certain claims against various officers and directors relating to an alleged improper cross-selling strategy. NaN lawsuits filed in the parties enteredU.S. District Court for the Northern District of Illinois have been consolidated into a confidential settlementsingle action captioned In re Fifth Third Bancorp Derivative Litigation, Case No. 1:20-cv-04115. Those cases consist of: (1) Pemberton v. Carmichael, et al., Case No. 20-cv-4115 (filed July 13, 2020); (2) Meyer v. Carmichael, et al., Case No. 20-cv-4244 (filed July 17, 2020); (3) Cox v. Carmichael, et al., Case No. 20-cv-4660 (filed August 7, 2020); and (4) Hansen v. Carmichael, et al., Case No. 20-cv-5339 (filed September 10, 2020). Also pending are shareholder derivative matters Reese v. Carmichael, et al., Case No. 20-cv-866 pending in the U.S. District Court of this matter for an amountthe Southern District of Ohio (filed November 4, 2020) and Sandys v. Carmichael, et al., Case No. A2004539 pending in the Hamilton County, Ohio Court of Common Pleas (filed December 28, 2020). 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 a shareholder demand that was immaterial to the Bancorp’s Consolidated Financial Statements.Board of Directors investigate and commence a civil action for failure to detect and/or prevent the alleged illegal cross-selling strategy. The shareholder subsequently filed the aforementioned Sandys v. Carmichael, et al. matter.

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, the CFPB staff has notified Fifth Third that it intends to file an enforcement action in relation to alleged unauthorized account openings. Fifth Third believes that the facts do not warrant an enforcement proceeding and intends to defend itself vigorously if such an action should be filed. The impact of this potential enforcement action has been reflected in our reasonably possible losses. 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, 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.


199 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 including known contemplated enforcement actions and Fifth Third’s intended response to such actions, in an aggregate amount up to approximately
$56 $65 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.

161200 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
21. RELATED PARTY TRANSACTIONSRelated Party Transactions
The Bancorp maintains written policies and procedures covering related party transactions with principal shareholders, directors and executives of the Bancorp. These procedures cover transactions such as employee-stock purchase loans, personal lines of credit, residential secured loans, overdrafts, letters of credit and increases in indebtedness. Such transactions are subject to the Bancorp’s normal underwriting and approval procedures.
Prior to approving a loan to a related party, Compliance Risk Management must review and determine whether the transaction requires approval from or a post notification to the Bancorp’s Board of Directors. At December 31, 20192020 and 2018,2019, certain directors, executive officers, principal holders of Bancorp common stock and their related interests were indebted, including undrawn commitments to lend, to the Bancorp’s banking subsidiary.

The following table summarizes the Bancorp’s lending activities with its principal shareholders, directors, executives and their related interests at December 31:
 
($ in millions)
 
2019
  
2018     
 ($ in millions)20202019
 
Commitments to lend, net of participations:
      Commitments to lend, net of participations:
Directors and their affiliated companies
 $
736
          
700
 Directors and their affiliated companies$79 736 
Executive officers
  
5
   
6
 Executive officers7 
 
Total
 
$
           
741
   
706
 Total$86 741 
 
 
Outstanding balance on loans, net of participations and undrawn commitments
 $
49
   
10
 Outstanding balance on loans, net of participations and undrawn commitments$67 49 
 

The commitments to lend are in the form of loans and guarantees for various business and personal interests. This indebtedness was incurred in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties. This indebtedness does not involve more than the normal risk of repayment or present other features unfavorable to the Bancorp.

Worldpay, Inc. and Worldpay Holding, LLC
On June 30, 2009, the Bancorp completed the sale of a majority interest in its processing business, Vantiv Holding, LLC (now Worldpay Holding, LLC). Advent International acquired an approximate 51% interest in Worldpay Holding, LLC for cash and a warrant. The Bancorp retained the remaining approximate 49% interest in Worldpay Holding, LLC.
During the first quarter of 2012, Vantiv, Inc. (now Worldpay, Inc.) priced an IPO of its shares and contributed the net proceeds to Worldpay Holding, LLC for additional ownership interests.
As a result of this offering,interests, reducing the Bancorp’s ownership percentage to 39%. Subsequent to the IPO, the Bancorp consummated a series of sales transactions which culminated in the sale of all of its remaining interests in Worldpay Holding, LLC was reduced to approximately 39%. The impact of the capital contributions to Worldpay Holding, LLC and the resulting dilution in the Bancorp’s interest resulted in a gain of $115 million recognized by the Bancorp in the first quarter of 2012. In conjunction with Worldpay, Inc.’s IPO, the Bancorp entered into two TRAs with Worldpay, Inc. Refer to Note 1 for further information.
The Bancorp completed transactions that impacted the Bancorp’s ownership interest in Worldpay, Inc. from the time of the initial IPO in the first quarter of 2012 through the first quarter of 2019. On March 18, 2019, the Bancorp exchanged its remaining 10,252,826 Class B Units of Worldpay Holding, LLC for 10,252,826 shares of Class A common stock of Worldpay, Inc., and subsequently sold those shares. As a result of this transaction, theThe Bancorp recognized a gain of $562 million in other noninterest income during the first quarter of 2019. As2019 as a result of the final sale astransaction. As of January 1, 2020, Worldpay Holding, LLC and Worldpay, Inc. are no longer considered related parties of the Bancorp as the Bancorp no longer beneficially owns any of Worldpay, Inc.’s equity securities.

In conjunction with Worldpay, Inc.’s IPO in 2012, the Bancorp entered into 2 TRAs with Worldpay, Inc. The following table provides a summaryTRAs provide for payments by Worldpay, Inc. to the Bancorp of 85% of the transactionscash savings actually realized as a result of the increase in tax basis that impactedresults from the Bancorp’s ownership interesthistorical or future purchase of equity in Worldpay Holding, LLC afterfrom the initial IPO:
  
($ in millions)
  
    Gain on Transactions
   
Remaining Ownership  
Percentage
 
  
Q4 2012
     $
157
   
33.1    %  
 
Q2 2013
  
242
   
27.7
 
Q3 2013
  
85
   
25.1
 
Q2 2014
  
125
   
22.8
 
Q4 2015
  
331
   
18.3
 
Q3 2017
  
1,037
   
8.6
 
Q1 2018
  
414
   
4.9
 
Q2 2018
  
205
   
3.3
 
Q1 2019
  
562
   
-
 
  
The Bancorp recognized $2 million, $1 million and $47 million, respectively, in other noninterest income as partor from the exchange of its equity method investmentunits in Worldpay Holding, LLC for cash or Class A Stock, as well as any tax benefits attributable to payments made under the years ended December 31, 2019, 2018TRA. NaN of the TRAs has been settled and 2017terminated and received cash distributions totaling $1 million, $3 million and $19 million during the years ended December 31, 2019, 2018 and 2017, respectively.
During the fourth quarter of 2015, the Bancorp entered into an agreement with Worldpay, Inc. under which a portion of itsaccounts for the remaining TRA with Worldpay, Inc. was terminated and settled in full for a cash payment of approximately $49 million from Worldpay, Inc. Under the agreement, the Bancorp sold certain TRA cash flows it expected to receive from 2017 to 2030, totaling to a then estimated $140 million. Approximately half of the sold TRA cash flows related to 2025 and later. This sale did not impact the TRA payment recognized during the fourth quarter of 2015.
162  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the third quarter of 2016, the Bancorp entered into an agreement with Worldpay, Inc. under which a portion of its TRA with Worldpay, Inc. was terminated and settled in full for consideration of a cash payment in the amount of $116 million from Worldpay, Inc. Under the agreement, the Bancorp terminated and settled certain TRA cash flows it expected to receive in the years 2019 to 2035, totaling to a then estimated $331 million. The Bancorp recognizedas a gain contingency and recognizes income when all uncertainties surrounding the realization of $116 million in other noninterest income in the Consolidated Statements of Income from this settlement. Additionally, the agreement provides that Worldpay, Inc. may be obligated to pay up to a total of approximately $171 million to the Bancorp to terminate and settle certain remaining TRA cash flows, totaling to a then estimated $394 million, upon the exercise of certain call options by Worldpay, Inc. or certain put options by the Bancorp. In 2016, the Bancorp recognized a gain of $164 million in other noninterest income in the Consolidated Statements of Income associated with these options. The Bancorp received $63 million and $108 million in settlement for the call options and put options exercised during 2017 and 2018, respectively. This agreement did not impact the TRA payment recognized in the fourth quarter of 2017.
such amounts are resolved.

During the fourth quarter of 2019, the Bancorp entered into an agreement with Fidelity National Information Services, Inc. and Worldpay, Inc. under which Worldpay, Inc. may be obligated to pay up to approximately $366 million to the Bancorp to terminate and settle certain remaining TRA cash flows, totaling an estimated $720 million, upon the exercise of certain call options by Worldpay, Inc. or certain put options by the Bancorp. If exercised, certain of the obligations would be settled with four quarterly payments beginning in April 2020, a second set of the obligations would be settled with four quarterly payments beginning in April 2022, and a third set of the obligations would be settled with four quarterly payments beginning in April 2023. In 2019, the Bancorp recognized a gain of approximately $345 million in other noninterest income associated with these options. This agreement did not impact theThe Worldpay, Inc. TRA payment recognizedreceivable associated with this transaction, recorded in other assets in the fourth quarterConsolidated Balance Sheets, was $321 million and $345 million as of 2019.
December 31, 2020 and 2019, respectively.

In addition toSeparate from the impact of the TRA settlement agreement discussed above, the Bancorp recognized $74 million, $1 million $20 million and $44$20 million in other noninterest income in the Consolidated Statements of Income associated with the TRA during the years ended December 31, 2020, 2019 and 2018, and 2017, respectively.
The following table providesBancorp expects to receive approximately $122 million of future payments through 2025 under the estimatedTRA that are not subject to the call or put options. These remaining cash flows expected towill be received subsequent to December 31, 2019 associated withrecognized in future periods when the TRA for the years ending December 31, 2020 and thereafter:
  
($ in millions)
     
Cash Flows to be  
Received from Put/Call  
Options Exercised in  
the First Quarter of 2020  
   
Cash Flows to be  
Received from Put/Call   Options Expected to be  
Exercised  
   
Estimated Cash Flows to     
be Received not Subject     
to Put/Call Option
(a)
     
 
  
2020
 $   
31
      
1
 
2021
     
11
      
73
 
2022
        
139
   
44
 
2023
        
150
   
45
 
2024
        
35
   
22
 
2025
           
11
 
  
Total
 $   
42
   
324
   
196
 
  
related uncertainties are resolved.

(a)The 2020 cash flow of $1 million was agreed upon with Worldpay, Inc. and recognized as a gain in other noninterest income during the fourth quarter of 2019 with payment received by the Bancorp in January 2020. The remaining estimated cash flows in this column will be recognized in future periods when the related uncertainties are resolved.

The Bancorp and Worldpay Holding, LLC havehad various agreements in place covering services including interchange clearing, settlement and sponsorship. Worldpay Holding, LLC paid the Bancorp $87 million $75 million and $68$75 million for these services for the years ended December 31, 2019 2018 and 2017,2018, respectively. In addition to the previously mentioned services, the Bancorp previously entered into an agreement under which Worldpay Holding, LLC willwould provide processing services to the Bancorp. The total amount of fees relating to the processing services
201 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
provided to the Bancorp by Worldpay Holding, LLC totaled $77 million $74 million and $72$74 million for the years ended December 31, 2019 2018 and 2017,2018, respectively. These fees arewere primarily reported as a component of card and processing expense in the Consolidated Statements of Income.

As part of the initial sale, Worldpay Holding, LLC assumed loans totaling $1.25 billion owed to the Bancorp, which were refinanced in 2010 into a larger syndicated loan structure that included the Bancorp. There was no outstanding carrying value of loans and unused line of credit to Worldpay Holding, LLC as of December 31, 2019. The outstanding carrying value of loans and unused line of credit to Worldpay Holding, LLC was $187 million and $74 million at December 31, 2018, respectively. Interest income relating to the loans was $2 million, $7 million and $5 million for the years ended December 31, 2019, 2018 and 2017, respectively, and is included in interest and fees on loans and leases in the Consolidated Statements of Income.
SLK Global Solutions Private Limited
As of December 31, 2019,2020, the Bancorp owns 100% of Fifth Third Mauritius Holdings Limited, which owns 49% of SLK Global Solutions Private Limited, and accounts for this investment under the equity method of accounting. The Bancorp recognized $5 million, $3 million and $2 million in other noninterest income in the Consolidated Statements of Income as part of its equity method investment in SLK Global Solutions Private Limited for the years ended December 31, 2020, 2019 and 2018, respectively. The Bancorp received cash distributions of $1 million during both the yearyears ended December 31, 20192020 and did not receive cash distributions during the year ended December 31, 2018.2019. The Bancorp’s investment in SLK Global Solutions Private Limited was $26 million and $23 million at both December 31, 20192020 and 2018, respectively.2019. The Bancorp paid SLK Global Solutions Private Limited $22$27 million, $21$22 million and $21 million for their process and software services during the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively, which are included in other noninterest expense in the Consolidated Statements of Income.

CDC investments
The Bancorp’s subsidiary, CDC, has equity investments in entities in which the Bancorp had $12$18 million and $83$12 million of loans outstanding at December 31, 20192020 and 2018,2019, respectively, and unfunded commitment balances of $21$39 million and $80$21 million at December 31, 20192020 and 2018,2019, respectively. The Bancorp held $116$63 million and $77$116 million of deposits for these entities at December 31, 20192020 and 2018,2019, respectively. For further information on CDC investments, refer to Note 13.
163202 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
22. INCOME TAXES
Income Taxes
The Bancorp and its subsidiaries file a consolidated federal income tax return. The following is a summary of applicable income taxes included in the Consolidated Statements of Income for the years ended December 31:
  
 ($ in millions)
 
          2019
  
2018
  
2017
 
  
Current income tax expense (benefit):
         
U.S. Federal income taxes
 $
788
   
463
   
986
 
State and local income taxes
  
148
   
71
   
68
 
Foreign income taxes
  
-
   
8
   
(3)
 
  
Total current income tax expense
  
936
   
542
   
1,051
 
  
Deferred income tax (benefit) expense:
         
U.S. Federal income taxes
  
(212)
   
24
   
(254)
 
State and local income taxes
  
(35)
   
4
   
2
 
Foreign income taxes
  
1
   
2
   
-
 
  
Total deferred income tax (benefit) expense
  
(246)
   
30
   
(252)
 
  
Applicable income tax expense
 
$
             
690
   
572
   
799
 
  
($ in millions)202020192018
Current income tax expense:
U.S. Federal income taxes$463 788 463 
State and local income taxes69 148 71 
Foreign income taxes0 
Total current income tax expense532 936 542 
Deferred income tax (benefit) expense:
U.S. Federal income taxes(140)(212)24 
State and local income taxes(23)(35)
Foreign income taxes1 
Total deferred income tax (benefit) expense(162)(246)30 
Applicable income tax expense$370 690 572 

The current U.S. Federal income taxes above include proportional amortization for qualifying LIHTC investments of $150 million, $140 million and $154 million for the years ended December 31, 2020, 2019 and 2018, respectively.

The following is a reconciliation between the federal statutory corporate tax rate and the Bancorp’s effective tax rate for the years ended December 31:
 
 
2019      
  
2018
  
2017
 
 202020192018
Statutory tax rate
  
21.0
  %  
21.0
   
35.0
 Statutory tax rate21.0 %21.0 21.0 
Increase (decrease) resulting from:
         Increase (decrease) resulting from:
State taxes, net of federal benefit
  
2.8
   
2.1
   
1.5
 State taxes, net of federal benefit2.0 2.8 2.1 
Tax-exempt
income
  
(1.2
)  
(0.8
)  
(1.1
)Tax-exempt income(1.5)(1.2)(0.8)
LIHTC investment and other tax benefits
  
(5.0
)  
(6.8
)  
(6.9
)LIHTC investment and other tax benefits(9.7)(5.0)(6.8)
LIHTC investment proportional amortization
  
4.4
   
5.6
   
7.4
 LIHTC investment proportional amortization8.3 4.4 5.6 
Other tax credits
  
(0.2
)  
(0.1
)  
(0.4
)Other tax credits(0.4)(0.2)(0.1)
U.S. tax legislation impact on deferred taxes
  
-
   
-
   
(8.5
)
Other, net
  
(0.2
)  
(0.3
)  
(0.2
)Other, net0.9 (0.2)(0.3)
 
Effective tax rate
  
21.6
  %  
20.7
   
26.8
 Effective tax rate20.6 %21.6 20.7 
 

Other tax credits in the rate reconciliation table include New Markets, Rehabilitation Investment and Qualified Zone Academy Bond tax credits.
Tax-exempt
income in the rate reconciliation table includes interest on municipal bonds, interest on
tax-exempt
lending, income on life insurance policies held by the Bancorp and certain gains on sales of leases that are exempt from federal taxation.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation known as the TCJA. The TCJA made
broad and complex changes to the U.S. tax code including, but not limited to, reducing the federal statutory corporate tax rate from 35 percent to 21 percent beginning after December 31, 2017. U.S. GAAP requires the Bancorp to recognize the tax effects of changes in tax laws and rates on its deferred taxes in the period in which the law was enacted. As a result, for the year ended December 31, 2017, the Bancorp remeasured its deferred tax assets and liabilities and recognized an income tax benefit of approximately $253 million.
The following table provides a reconciliation of the beginning and ending amounts of the Bancorp’s unrecognized tax benefits:
($ in millions)202020192018
Unrecognized tax benefits at January 1$65 55 34 
Gross increases for tax positions taken during prior period29 25 20 
Gross decreases for tax positions taken during prior period(3)(3)(1)
Gross increases for tax positions taken during current period12 
Settlements with taxing authorities(1)(9)(5)
Lapse of applicable statute of limitations(2)(9)(1)
Unrecognized tax benefits at December 31(a)
$100 65 55 
  
($ in millions)
 
          2019
  
2018
  
2017
 
  
Unrecognized tax benefits at January 1
 $
55
   
34
   
24
 
Gross increases for tax positions taken during prior period
  
25
   
20
   
17
 
Gross decreases for tax positions taken during prior period
  
(3)
   
(1)
   
(1)
 
Gross increases for tax positions taken during current period
  
6
   
8
   
3
 
Settlements with taxing authorities
  
(9)
   
(5)
   
(7)
 
Lapse of applicable statute of limitations
  
(9)
   
(1)
   
(2)
 
  
Unrecognized tax benefits at December 31
(a)
 $
65
   
55
   
34
 
  
(a)With the exception of$6, $6 and $5 in 2020, 2019 and 2018, respectively, all amounts represent unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.

(a)
With the exception of
$6
and $5 in
2019
and 2018, respectively, all amounts represent unrecognized tax benefits that, if recognized, would affect the annual effective tax rate.
The Bancorp’s unrecognized tax benefits as of December 31, 2020, 2019 and 2018 and 2017 primarily relaterelated to state income tax exposures from taking tax positions where the Bancorp believes it is likely that, upon examination, a state will take a position contrary to the position taken by the Bancorp.

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.

164203 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes are comprised of the following items at December 31:
($ in millions)
 
2019
  
2018
 ($ in millions)20202019
Deferred tax assets:
      Deferred tax assets:
Allowance for loan and lease losses
 $
252
   
232
 Allowance for loan and lease losses$515 252 
Deferred compensation
  
103
   
79
 Deferred compensation107 103 
Other comprehensive income
  
-
   
42
 
ReservesReserves40 32 
Reserve for unfunded commitments
  
30
   
28
 Reserve for unfunded commitments36 30 
Reserves
  
32
   
28
 
State net operating loss carryforwards
  
9
   
7
 State net operating loss carryforwards3 
State deferred taxesState deferred taxes1 
Other
  
154
   
112
 Other160 154 
Total deferred tax assets
 $
580
   
528
 Total deferred tax assets$862 580 
Deferred tax liabilities:
      Deferred tax liabilities:
Other comprehensive incomeOther comprehensive income$779 352 
Lease financing
 $
650
   
599
 Lease financing638 650 
MSRs and related economic hedgesMSRs and related economic hedges120 144 
Bank premises and equipmentBank premises and equipment91 73 
Investments in joint ventures and partnership interests
  
25
   
131
 Investments in joint ventures and partnership interests58 25 
MSRs and related economic hedges
  
144
   
107
 
State deferred taxes
  
47
   
73
 State deferred taxes0 47 
Bank premises and equipment
  
73
   
60
 
Other comprehensive income
  
352
   
-
 
Other
  
127
   
102
 Other128 127 
Total deferred tax liabilities
 $
1,418
   
1,072
 Total deferred tax liabilities$1,814 1,418 
Total net deferred tax liability
 
$
            
(838)
      
(544)
 Total net deferred tax liability$(952)(838)

At December 31, 20192020 and 2018,2019, the Bancorp recorded deferred tax assets of $9$3 million and $7$9 million, respectively, related to state net operating loss carryforwards. The deferred tax assets relating to state net operating losses are presented net of specific valuation allowances of $17$4 million and $25$17 million at December 31, 20192020 and 2018,2019, respectively. If these carryforwards are not utilized, they will expire in varying amounts through 2038.
2039.

The Bancorp has determined that a valuation allowance is not needed against the remaining deferred tax assets as of December 31, 20192020 or 2018.2019. The Bancorp considered all of the positive and negative evidence available to determine whether it is more likely than not that the deferred tax assets will ultimately be realized and, based upon that evidence, the Bancorp believes it is more likely than not that the deferred tax assets recorded at December 31, 20192020 and 20182019 will ultimately be realized. The Bancorp reached this conclusion as it is expected that the Bancorp’s remaining deferred tax assets will be realized through the reversal of its existing taxable temporary differences and its projected future taxable income.

The IRS has concluded its examination of the Bancorp’s 2015 federal income tax return and is currently examining the Bancorp’s 2016 federal income tax return. The statute of limitations for the Bancorp’s federal income tax returns remains open for tax years 2016-2019.
2017 through 2020. On occasion, as various state and local taxing jurisdictions examine the returns of the Bancorp and its subsidiaries, the Bancorp may agree to extend the statute of limitations for a reasonable period of time. Otherwise, the statutes of limitations for state income tax returns remain open only for tax years in accordance with each state’s statutes.

Any interest and penalties incurred in connection with income taxes are recorded as a component of applicable income tax expense in the Consolidated Financial Statements. During the years ended December 31, 2020, 2019 2018 and 2017,2018, the Bancorp recognized $1$3 million, $1 million and $2$1 million, respectively, of interest expense in connection with income taxes. At December 31, 20192020 and 2018,2019, the Bancorp had accrued interest liabilities, net of the related tax benefits, of $4$7 million and $3$4 million, respectively. No material liabilities were recorded for penalties related to income taxes.

Retained earnings at December 31, 20192020 and 20182019 included $157 million in allocations of earnings for bad debt deductions of former thrift subsidiaries for which no income tax has been provided. Under current tax law, if certain of the Bancorp’s subsidiaries use these bad debt reserves for purposes other than to absorb bad debt losses, they will be subject to federal income tax at the current corporate tax rate.


165204 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
23. RETIREMENT AND BENEFIT PLANSRetirement and Benefit Plans
The Bancorp’s qualified defined benefit plan’s benefits were frozen in 1998, except for grandfathered employees. The Bancorp’s other defined benefit retirement plans consist of
non-qualified
plans which are frozen and funded on an
as-needed
basis. A majority of these plans were obtained in acquisitions and are included with the
qualified defined benefit plan in the following tables (“the Plan”). The Bancorp recognizes the overfunded andor underfunded status of the Plan as an asset and liability, respectively, in the Consolidated Balance Sheets.
The overfunded and underfunded amounts recognized in other assets and accrued taxes, interest and expense,expenses, respectively, onin the Consolidated Balance Sheets were as follows as of December 31:
($ in millions)
 
2019
  
2018
 
Prepaid benefit cost
 $
-
   
1
 
Accrued benefit liability
 
                           
(19
)                           
(18
)
Net underfunded status
 $
(19
)  
(17
)
Sheets.

The following tables summarizetable summarizes the defined benefit retirement plans as of and for the years ended December 31:
($ in millions)20202019
Fair value of plan assets at January 1$175 164 
Actual return on assets13 26 
Contributions2 
Settlement(9)(9)
Benefits paid(8)(8)
Fair value of plan assets at December 31$173 175 
Projected benefit obligation at January 1$194 181 
Interest cost6 
Settlement(9)(9)
Actuarial loss20 23 
Benefits paid(8)(8)
Projected benefit obligation at December 31$203 194 
Underfunded projected benefit obligation at December 31$(30)(19)
Accumulated benefit obligation at December 31(a)
$203 194 
Plans with(a)Since the Plan’s benefits are frozen, the rate of compensation increase is no longer an overfunded status
(a)
($ in millions)
 
2019
  
2018
 
Fair value of plan assets at January 1
 
$
                             
-
  
                        
185
 
Actual return on assets
  
-
   
(6
)
Settlement
  
-
   
(9
)
Benefits paid
  
-
   
(6
)
Fair value of plan assets at December 31
 $
-
   
164
 
Projected benefit obligation at January 1
 $
-
   
188
 
Interest cost
  
-
   
6
 
Settlement
  
-
   
(9
)
Actuarial gain
  
-
   
(16
)
Benefits paid
  
-
   
(6
)
Projected benefit obligation at December 31
 $
-
   
163
 
Overfunded projected benefit obligation at December 31
 $
-
   
1
 
Accumulated benefit obligation at December 31
(b)
 $
-
   
163
 
assumption used to calculate the accumulated benefit obligation. Therefore, the accumulated benefit obligation was the same as the projected benefit obligation at both December 31, 2020 and 2019.

(a)
The Bancorp’s qualified defined benefit plan had an underfunded status at
December 31, 2019
and is reflected in the underfunded status table. The Plan had an overfunded status at December 31, 2018.
(b)Since the Plan’s benefits are frozen, the rate of compensation increase is no longer an assumption used to calculate the accumulated benefit obligation. Therefore, the accumulated benefit obligation was the same as the projected benefit obligation at December 31, 2018.
Plans with an underfunded status
($ in millions)
 
2019
  
2018
 
Fair value of plan assets at January 1
 
$
                             
164
  
                     
-
 
Actual return on assets
  
26
   
-
 
Contributions
  
2
   
3
 
Settlement
  
(9
)  
-
 
Benefits paid
  
(8
)  
(3
)
Fair value of plan assets at December 31
 $
175
   
-
 
Projected benefit obligation at January 1
 $
181
   
21
 
Interest cost
  
7
   
1
 
Settlement
  
(9
)  
-
 
Actuarial loss (gain)
  
23
   
(1
)
Benefits paid
  
(8
)  
(3
)
Projected benefit obligation at December 31
 $
194
   
18
 
Underfunded projected benefit obligation at December 31
 $
(19
)  
(18
)
Accumulated benefit obligation at December 31
(a)
 $
194
   
18
 
(a)
Since the Plan’s benefits are frozen, the rate of compensation increase is no longer an assumption used to calculate the accumulated benefit obligation. Therefore, the accumulated benefit obligation was the same as the projected benefit obligation at both
December 31, 2019
and 2018.
The estimated net actuarial loss for the Plan that will be amortized from AOCI into net periodic benefit cost during 2020 is $6 million. The estimated net prior service cost for the Plan that will be amortized from AOCI into net periodic benefit cost during 2020 is immaterial to the Consolidated Financial Statements.
166  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes net periodic benefit cost and other changes in the Plan’s assets and benefit obligations recognized in OCI for the years ended December 31:
($ in millions)
 
2019
  
2018
  
2017
 ($ in millions)202020192018
Components of net periodic benefit cost:
         Components of net periodic benefit cost:
Interest cost
 
$
           
7
            
7
  
          
8
 Interest cost$6 
Expected return on assets
  
(8
)  
(11
)  
(10
)Expected return on assets(4)(8)(11)
Amortization of net actuarial loss
  
6
   
6
   
7
 Amortization of net actuarial loss6 
Settlement
  
3
   
3
   
4
 Settlement3 
Net periodic benefit cost
 $
8
   
5
   
9
 Net periodic benefit cost$11 
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
 Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Net actuarial loss (gain)
 $
5
   
(1
)  
(1
)Net actuarial loss (gain)$12 (1)
Amortization of net actuarial loss
  
(6
)  
(6
)  
(7
)Amortization of net actuarial loss(6)(6)(6)
Settlement
  
(3
)  
(3
)  
(4
)Settlement(3)(3)(3)
Total recognized in other comprehensive income
  
(4
)  
(10
)  
(12
)Total recognized in other comprehensive income3 (4)(10)
Total recognized in net periodic benefit cost and other comprehensive income
 $
4
   
(5
)  
(3
)Total recognized in net periodic benefit cost and other comprehensive income$14 (5)

Fair Value Measurements of Plan Assets
The following tables summarize Plan assets measured at fair value on a recurring basis as of December 31:
 
Fair Value Measurements Using
(a)
 
Fair Value Measurements Using(a)
2019 ($ in millions)
 
Level 1
(c)
  
Level 2
(c)
      
  
Level 3    
  
Total Fair Value  
 
2020 ($ in millions)2020 ($ in millions)Level 1Level 2Level 3    Total Fair Value
Cash equivalents
 
$
                 
14
   
-
   
-
   
14
 Cash equivalents$4 0 0 4 
Mutual and exchange-traded funds
  
76
   
-
   
-
   
76
 Mutual and exchange-traded funds68 0 0 68 
Debt securities:
            Debt securities:
U.S. Treasury and federal agencies securities
  
57
   
6
   
-
   
63
 U.S. Treasury and federal agencies securities57 6 0 63 
Mortgage-backed securities:
            Mortgage-backed securities:
Non-agency
commercial mortgage-backed securities
  
-
   
1
   
-
   
1
 Non-agency commercial mortgage-backed securities0 1 0 1 
Asset-backed securities and other debt securities
(b)
  
-
   
21
   
-
   
21
 
Asset-backed securities and other debt securities(b)
0 37 0 37 
Total debt securities
 $
57
   
28
   
-
   
85
 Total debt securities$57 44 0 101 
Total Plan assets
 $
147
   
28
   
-
   
175
 Total Plan assets$129 44 0 173 
(a)For further information on fair value hierarchy levels, refer to Note 1.
(a)For further information on fair value hierarchy levels, refer to Note 1.
(b)Includes corporate bonds.
(c)During the year ended December 31, 2019, no assets or liabilities were transferred between Level 1 and Level 2.
 
Fair Value Measurements Using
(a)
 
2018 ($ in millions)
 
Level 1
(d)
    
  
Level 2
(d)
            
  
Level 3          
  
Total Fair Value  
 
Cash equivalents
 $
25
   
-
   
-
   
25
 
Mutual and exchange-traded funds
  
46
   
-
   
-
   
46
 
Debt securities:
            
U.S. Treasury and federal agencies securities
  
43
   
3
   
-
   
46
 
Mortgage-backed securities:
            
Non-agency
commercial mortgage-backed securities
  
-
   
1
   
-
   
1
 
Asset-backed securities and other debt securities
(b)
  
-
   
18
   
-
   
18
 
Total debt securities
 $
43
   
22
   
-
   
65
 
Total Plan assets, excluding collective funds
 $
114
   
22
   
-
   
136
 
Collective funds (NAV)
(c)
           
28
 
Total Plan assets
          $
164
 
(a)For further information on fair value hierarchy levels, refer to Note 1.
(b)Includes corporate bonds.
(c)Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of Plan assets presented elsewhere within this footnote.
(d)During the year ended December 31, 2018, no assets or liabilities were transferred between Level 1 and Level 2.
(b)Includes corporate bonds.
205 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements Using(a)
2019 ($ in millions)Level 1Level 2Level 3 Total Fair Value
Cash equivalents$14 14 
Mutual and exchange-traded funds76 76 
Debt securities:
U.S. Treasury and federal agencies securities57 63 
Mortgage-backed securities:
Non-agency commercial mortgage-backed securities
Asset-backed securities and other debt securities(b)
21 21 
Total debt securities$57 28 85 
Total Plan assets$147 28 175 
(a)For further information on fair value hierarchy levels, refer to Note 1.
(b)Includes corporate bonds.

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

Cash equivalents
Cash equivalents are comprised of money market mutual funds that invest in short-term money market instruments that are issued and payable in U.S. dollars. The Plan measures its cash equivalent funds that are exchange-traded using the fund’s quoted price, which is in an active market. Therefore, these investments are classified within Level 1 of the valuation hierarchy.

Mutual and exchange-traded funds
The Plan measures its mutual and exchange-traded funds, which are registered with the SEC, using the funds’ quoted prices which are available in an active market. Therefore, these investments are classified within Level 1 of the valuation hierarchy. The mutual and exchange-traded funds held by the Plan are open-ended funds and are required to publicly publish their NAV on a daily basis. The funds are also required to transact and use the daily NAV as a basis for transactions. Therefore, the NAV reflects the fair value of the Plan’s investment.

167  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt 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. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or DCFs. Examples of such instruments, which are classified within Level 2 of the valuation hierarchy, include federal agencyagencies securities,
non-agency
commercial mortgage-backed securities and asset-backed securities and other debt securities.
Collective funds
Investments in collective funds are valued based upon the investee’s NAV or its equivalent as a practical expedient. NAV is determined by the fund’s management by dividing the fund’s net assets at fair
value by the number of units outstanding at the valuation date. Investments valued using NAV as a practical expedient are not classified within the fair value hierarchy.
Plan Assumptions
The Plan’s assumptions are evaluated annually and are updated as necessary. The discount rate assumption reflects the yield on a portfolio of high quality fixed-income instruments that have a similar duration to the Plan’s liabilities. The expected long-term rate of return assumption reflects the average return expected on the assets invested to provide for the Plan’s liabilities. In determining the expected long-term rate of return, the Bancorp evaluated actuarial and economic inputs, including long-term inflation rate assumptions and broad equity and bond indices long-term return projections, as well as actual long-term historical plan performance.

The following table summarizes the weighted-average plan assumptions for the years ended December 31:
 
 
2019    
  
           2018    
  
           2017         
 
 202020192018
For measuring benefit obligations at year end:
(a)
         
For measuring benefit obligations at year end:(a)
Discount rate
  
3.05
 %  
4.10
   
3.47
 Discount rate2.26 %3.05 4.10 
For measuring net periodic benefit cost:
(a)
         
For measuring net periodic benefit cost:(a)
Discount rate
  
4.10
   
3.47
   
3.97
 Discount rate3.05 4.10 3.47 
Expected return on plan assets
  
5.50
   
6.00
   
6.00
 Expected return on plan assets2.64 5.50 6.00 
 
(a)Since the Plan’s benefits were frozen, except for grandfathered employees, the rate of compensation increase is no longer applicable beginning in 2014 since minimal grandfathered employees are still accruing benefits.

(a)Since the Plan’s benefits were frozen, except for grandfathered employees, the rate of compensation increase is no longer applicable beginning in 2014 since minimal grandfathered employees are still accruing benefits.
Lowering both the expected rate of return on the plan assets and the discount rate by 0.25% would have increased the 20192020 pension expense by approximately $1 million.

Based on the actuarial assumptions, the Bancorp expects to contribute $2 million to the Plan in 2020.2021. Estimated pension benefit payments are $18 million for 2021, $17 million for 2022, $18 million for 2023, $16 million for 2020, $172024 and $18 million for each of the years 2021 through 2023 and $16 million for 2024.2025. The total estimated payments for the years 20252026 through 20292030 is $70$66 million.
206 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investment Policies and Strategies
The Bancorp’s policy for the investment of Plan assets is to employ investment strategies that achieve a range of weighted-average target asset allocations relating to equity securities, fixed-income securities (including U.S. Treasury and federal agencies securities, mortgage-backed securities, asset-backed securities, corporate bonds and municipal bonds), alternative strategies (including traditional mutual funds, precious metals and commodities) and cash.

The following table provides the Bancorp’s targeted and actual weighted-average asset allocations by asset category for the years ended December 31:
 
  
Targeted Range
(b)
  
   
2019           
   
2018           
 
 
Targeted Range(b)  
20202019
Equity securities
(a)
  
0-55
  % 
   
19
   
67
 
Equity securities(a)
0-55  % 3 19 
Fixed-income securities
  
50-100
      
   
59
   
23
 Fixed-income securities50-100      90 59 
Alternative strategies
  
0-5
      
   
-      
   
3
 Alternative strategies0-5      0 
Cash or cash equivalents
  
0-100
      
   
22
   
7
 Cash or cash equivalents0-100      7 22 
 
Total
     
100  %
   
100
 Total100 %100 
 
(a)Includes mutual and exchange-traded funds.
(b)These reflect the targeted ranges for the year ended December 31, 2020.

(a)Includes mutual and exchange-traded funds.
(b)These reflect the targeted ranges for the year ended December 31, 2019.
Plan Management’s objective is to achieve and maintain a fully-funded status of the qualified defined benefit plan while also minimizing the risk of excess assets. During 2018, Plan Management revised the investment policy to shift from a return-seeking strategy, with a high level of tolerance to volatility, to a
low-risk
strategy to maintain the funded plan status at or above 100%. As a result, the portfolio assets of the qualified defined benefit plan will continue to reduce exposure to equity securities and increase the weighting of long-durationlong duration fixed income, or liability-matchingliability matching assets, as the funded status increases. There were no significant concentrations of risk associated with the investments of the Plan at December 31, 2019 and 2018.2020.

Permitted asset classes of the Plan include cash and cash equivalents, fixed-income (domestic and
non-U.S.
bonds), equities (U.S.,
non-U.S.,
emerging markets and real estate investment trusts), equipment leasing and mortgages. The Plan utilizes derivative instruments including puts, calls, straddles or other option strategies, as approved by management.

Fifth Third Bank, National Association, as Trustee, is expected to manage Plan assets in a manner consistent with the Plan agreement and other regulatory, federal and state laws. As of December 31, 2020 and 2019, and 2018, $175$173 million and $164$175 million, respectively, of Plan assets were managed by Fifth Third Bank, National Association. The Fifth Third Bank Pension, 401(k) and Medical Plan Committee (the “Committee”) is the plan administrator. The Trustee is required to provide to the Committee monthly and quarterly reports covering a list of Plan assets, portfolio performance, transactions and asset allocation. The Trustee is also required to keep the Committee apprised of any material changes in the Trustee’s outlook and recommended investment policy. There were no fees paid by the Plan for investment management, accounting or administrative services provided by the Trustee. Plan assets are not expected to be returned to the Bancorp during 2020.

168  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Other Information on Retirement and Benefit Plans
The Bancorp has a qualified defined contribution savings plan that allows participants to make voluntary 401(k) contributions on a
pre-tax
or Roth basis, subject to statutory limitations. Expenses recognized for matching contributions to the Bancorp’s qualified defined contribution savings plan were $105 million, $90 million $83 million and $79$83 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Bancorp did 0t make profit sharing contributions during both the years ended December 31, 2020 and 2017, respectively.2018. The Bancorp recognized $4 million of profit sharing expense associated with the MB Financial, Inc. acquisition during the year ended December 31, 2019.
The Bancorp did 0t make profit sharing contributions during both the years ended December 31, 2018 and 2017. In addition, the Bancorp has a
non-qualified
defined contribution plan that allows certain employees to make voluntary contributions into a deferred compensation plan. Expenses recognized by the Bancorp for its
non-qualified
defined contribution plan were $5 million, $6 million for the year ended December 31, 2019 and $4 million for both of the years ended December 31, 2020, 2019 and 2018, and 2017.
respectively.
169207 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
24. ACCUMULATED OTHER COMPREHENSIVE INCOMEAccumulated Other Comprehensive Income
The tables below present the activity of the components of OCI and AOCI for the years ended December 31:
Total OCITotal AOCI
2020 ($ in millions)Pre-tax
Activity
Tax
Effect
Net
Activity
Beginning
Balance
Net
Activity
Ending
Balance
Unrealized holding gains on available-for-sale debt securities
arising during the year
$1,514 (361)1,153 
Reclassification adjustment for net gains on available-for-sale debt
securities included in net income
(45)11 (34)
Net unrealized gains on available-for-sale debt securities1,469 (350)1,119 812 1,119 1,931 
Unrealized holding gains on cash flow hedge derivatives arising
during the year
 
611 (128)483 
Reclassification adjustment for net gains on cash flow hedge
derivatives included in net income
(237)50 (187)
Net unrealized gains on cash flow hedge derivatives374 (78)296 422 296 718 
Net actuarial loss arising during the year(12)3 (9)
Reclassification of amounts to net periodic benefit costs9 (2)7 
Defined benefit pension plans, net(3)1 (2)(42)(2)(44)
Other(4)0 (4)0 (4)(4)
Total$1,836 (427)1,409 1,192 1,409 2,601 
  
  
Total OCI
    
Total AOCI
   
         
2019 ($ in millions)
  
Pre-tax

Activity
  
Tax
Effect
  
Net
Activity
    
Beginning
Balance
  
Net
Activity
  
Ending
Balance
   
  
Unrealized holding gains on
available-for-sale
debt securities arising during the year
 
 
$
  
1,369
   
(323
)  
1,046
                
Reclassification adjustment for net gains on
available-for-sale
debt securities included in net income
   
(9
)  
2
   
(7
)               
                 
Net unrealized gains on
available-for-sale
debt securities
   
1,360
   
(321
)  
1,039
      
(227
)  
1,039
   
812
    
                                   
Unrealized holding gains on cash flow hedge derivatives arising during the year
 
   
348
   
(73
)  
275
                
Reclassification adjustment for net gains on cash flow hedge derivatives included in net income
   
(16
)  
3
   
(13
)               
                 
Net unrealized gains on cash flow hedge derivatives
   
332
   
(70
)  
262
      
160
   
262
   
422
    
                                   
Net actuarial loss arising during the year
   
(5
)  
-  
   
(5
)               
Reclassification of amounts to net periodic benefit costs
   
9
   
(1
)  
8
                
                 
Defined benefit pension plans, net
   
4
   
(1
)  
3
      
(45
)  
3
   
(42
)   
  
Total
 
$
  
1,696
   
(392
)  
1,304
      
(112
)  
1,304
   
1,192
    
  
  
  
  
Total OCI
    
Total AOCI
   
         
2018 ($ 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 the year
 
 
$
  
(483
)  
112
   
(371
)               
Reclassification adjustment for net losses on
available-for-sale
debt securities included in net income
   
11
   
(2
)  
9
                
                 
Net unrealized losses on
available-for-sale
debt securities
   
(472
)  
110
   
(362
)     
135
   
(362
)  
(227
)   
                                   
Unrealized holding gains on cash flow hedge derivatives arising during the year
   
214
   
(45
)  
169
                
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income
   
2
   
-
   
2
                
                 
Net unrealized gains on cash flow hedge derivatives
   
216
   
(45
)  
171
      
(11
)  
171
   
160
    
                                   
Net actuarial gain arising during the year
   
1
   
-  
   
1
                
Reclassification of amounts to net periodic benefit costs
   
9
   
(2
)  
7
                
                 
Defined benefit pension plans, net
   
10
   
(2
)  
8
      
(53
)  
8
   
(45
)   
  
Total
 
$
  
(246
)  
63
   
(183
)     
71
   
(183
)  
(112
)   
  
    
 
  
  
  
Total OCI
    
Total AOCI
   
         
2017 ($ in millions)
  
Pre-tax

Activity
  
Tax
Effect
  
Net
Activity
    
Beginning
Balance
  
Net
Activity
  
Ending
Balance
   
  
Unrealized holding gains on
available-for-sale
securities arising during the year
 
 
$
  
14
   
7
   
21
                
Reclassification adjustment for net losses on
available-for-sale
securities included in net income
   
3
   
1
   
4
                
                 
Net unrealized gains on
available-for-sale
securities
   
17
   
8
   
25
      
101
   
25
   
126
    
                                   
Unrealized holding losses on cash flow hedge derivatives arising during the year
 
   
(11
)  
4
   
(7
)               
Reclassification adjustment for net gains on cash flow hedge derivatives included in net income
   
(19
)  
7
   
(12
)               
                 
Net unrealized losses on cash flow hedge derivatives
   
(30
)  
11
   
(19
)     
10
   
(19
)  
(9
)   
                                   
Net actuarial gain arising during the year
 
   
1
   
-  
   
1
                
Reclassification of amounts to net periodic benefit costs
   
11
   
(4
)  
7
                
                 
Defined benefit pension plans, net
   
12
   
(4
)  
8
      
(52
)  
8
   
(44
)   
  
Total
 
$
  
(1
)  
15
   
14
      
59
   
14
   
73
    
  

Total OCITotal AOCI
2019 ($ in millions)Pre-tax
Activity
Tax
Effect
Net
Activity
Beginning
Balance
Net
Activity
Ending
Balance
Unrealized holding gains on available-for-sale debt securities
arising during the year
$1,369 (323)1,046 
Reclassification adjustment for net gains on available-for-sale debt
securities included in net income
(9)(7)
Net unrealized gains on available-for-sale debt securities1,360 (321)1,039 (227)1,039 812 
Unrealized holding gains on cash flow hedge derivatives arising
during the year
348 (73)275 
Reclassification adjustment for net gains on cash flow hedge
derivatives included in net income
(16)(13)
Net unrealized gains on cash flow hedge derivatives332 (70)262 160 262 422 
Net actuarial loss arising during the year(5)(5)
Reclassification of amounts to net periodic benefit costs(1)
Defined benefit pension plans, net(1)(45)(42)
Total$1,696 (392)1,304 (112)1,304 1,192 
170208 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Total OCITotal AOCI
2018 ($ 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 the year
 
$(483)112 (371)
Reclassification adjustment for net losses on available-for-sale debt
securities included in net income
11 (2)
Net unrealized losses on available-for-sale debt securities(472)110 (362)135 (362)(227)
Unrealized holding gains on cash flow hedge derivatives arising
during the year
 
214 (45)169 
Reclassification adjustment for net losses on cash flow hedge
derivatives included in net income
Net unrealized gains on cash flow hedge derivatives216 (45)171 (11)171 160 
Net actuarial gain arising during the year
 
Reclassification of amounts to net periodic benefit costs(2)
Defined benefit pension plans, net10 (2)(53)(45)
Total$(246)63 (183)71 (183)(112)

The table below presents reclassifications out of AOCI for the years ended December 31:
 
Components of AOCI: ($ in millions)
 
Consolidated Statements of
Income Caption
  
2019
  
2018
  
2017
 Components of AOCI: ($ in millions)Consolidated Statements of
Income Caption
202020192018
 
Net unrealized gains (losses) on
available-for-sale
debt securities:
(b)
           
Net unrealized gains (losses) on available-for-sale debt securities:(b)
Net gains (losses) included in net income
 
Securities gains (losses), net
 
$
  
9
   
(11
)  
(3)
 Net gains (losses) included in net incomeSecurities gains (losses), net$45 (11)
   Income before income taxes45 (11)
 
Income before income taxes
   
9
   
(11
)  
(3)
 Applicable income tax expense(11)(2)
 
Applicable income tax expense
   
(2
)  
2
   
(1)
 Net income34 (9)
   
 
Net income
   
7
   
(9
)  
(4)
 
   
 
Net unrealized gains (losses) on cash flow hedge derivatives:
(b)
           
Net unrealized gains (losses) on cash flow hedge derivatives:(b)
Interest rate contracts related to C&I loans
 
Interest and fees on loans and leases
   
16
   
(2
)  
19
 Interest rate contracts related to C&I loansInterest and fees on loans and leases237 16 (2)
   
 
Income before income taxes
   
16
   
(2
)  
19
 
 
Applicable income tax expense
   
(3
)  
-
   
(7)
 
   
 
Net income
   
13
   
(2
)  
12
 Income before income taxes237 16 (2)
   Applicable income tax expense(50)(3)
 Net income187 13 (2)
Net periodic benefit costs:
(b)
           
Net periodic benefit costs:(b)
Amortization of net actuarial loss
 
Employee benefits expense
(a)
   
(6
)  
(6
)  
(7)
 Amortization of net actuarial loss
Compensation and benefits(a)
(6)(6)(6)
Settlements
 
Employee benefits expense
(a)
   
(3
)  
(3
)  
(4)
 Settlements
Compensation and benefits(a)
(3)(3)(3)
   Income before income taxes(9)(9)(9)
 
Income before income taxes
   
(9
)  
(9
)  
(11)
 Applicable income tax expense2 
 
Applicable income tax expense
   
1
   
2
   
4
 Net income(7)(8)(7)
   
 
Net income
   
(8
)  
(7
)  
(7)
 
   
           
 
Total reclassifications for the period
 
Net income
 
$
  
12
   
(18
)  
1
 Total reclassifications for the periodNet income$214 12 (18)
 
(a)This AOCI component is included in the computation of net periodic benefit cost. Refer to Note 23 for information on the computation of net periodic benefit cost.
(a)This AOCI component is included in the computation of net periodic benefit cost. Refer to Note 23 for information on the computation of net periodic benefit cost.
(b)Amounts in parentheses indicate reductions to net income.
(b)Amounts in parentheses indicate reductions to net income.
171209 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
25. COMMON, PREFERRED AND TREASURY STOCKCommon, Preferred and Treasury Stock
The table presents a summary of the share activity within common, preferred and treasury stock for the years ended:
 
 
Common Stock
 
        Preferred Stock        
 
        Treasury Stock        
 
       Common StockPreferred StockTreasury Stock
($ in millions, except share data)
 
Value
  
Shares
  
Value
  
Shares
  
Value
  
Shares
 ($ in millions, except share data)ValueSharesValueSharesValueShares
 
December 31, 2016
 $
2,051
   
923,892,581
  $
1,331
   
54,000
  $
(3,433)
   
173,413,282
 
December 31, 2017December 31, 2017$2,051 923,892,581 $1,331 54,000$(5,002)230,087,688 
Shares acquired for treasury
  
-  
   
-  
   
-  
   
-  
   
(1,588)
   
58,493,506
 Shares acquired for treasury— — — — (1,494)49,967,134 
Impact of stock transactions under stock compensation plans, net
  
-  
   
-  
   
-  
   
-  
   
16
   
(1,693,503)
 Impact of stock transactions under stock
compensation plans, net
— — — — 23 (2,698,451)
Other
  
-  
   
-  
   
-  
   
-  
   
3
   
(125,597)
 Other— — — — (94,647)
 
December 31, 2017
 $
2,051
   
923,892,581
  $
1,331
   
54,000
  $
(5,002)
   
230,087,688
 
 
Shares acquired for treasury
  
-  
   
-  
   
-  
   
-  
   
(1,494)
   
49,967,134
 
Impact of stock transactions under stock compensation plans, net
  
-  
   
-  
   
-  
   
-  
   
23
   
(2,698,451)
 
Other
  
-  
   
-  
   
-  
   
-  
   
2
   
(94,647)
 
 
December 31, 2018
 $
2,051
   
923,892,581
  $
1,331
   
54,000
  $
(6,471)
   
277,261,724
 December 31, 2018$2,051 923,892,581 $1,331 54,000$(6,471)277,261,724 
 
Shares acquired for treasury
  
-  
   
-  
   
-  
   
-  
   
(1,763)
   
64,601,891
 Shares acquired for treasury— — — — (1,763)64,601,891 
Issuance of preferred shares, Series K
  
-  
   
-  
   
242
   
10,000
   
-  
   
-  
 Issuance of preferred shares, Series K— — 242 10,000 — — 
Conversion of outstanding preferred stock issued by a Bancorp subsidiary
  
-  
   
-  
   
197
   
200,000
   
-  
   
-  
 Conversion of outstanding preferred stock
issued by a Bancorp subsidiary
— — 197 200,000 — — 
Impact of MB Financial, Inc. acquisition
  
-  
   
-  
   
-  
   
-  
   
2,447
   
(122,848,442)
 Impact of MB Financial, Inc. acquisition— — — — 2,447 (122,848,442)
Impact of stock transactions under stock compensation plans, net
  
-  
   
-  
   
-  
   
-  
   
56
   
(4,258,132)
 Impact of stock transactions under stock
compensation plans, net
— — — — 56 (4,258,132)
Other
  
-  
   
-  
   
-  
   
-  
   
7
   
219,911
 Other— — — — 219,911 
 
December 31, 2019
 $
2,051
   
923,892,581
  $
1,770
   
264,000
  $
(5,724)
   
214,976,952
 December 31, 2019$2,051 923,892,581 $1,770 264,000$(5,724)214,976,952 
 
Issuance of preferred shares, Series LIssuance of preferred shares, Series L  346 14,000  
Impact of stock transactions under stock
compensation plans, net
Impact of stock transactions under stock
compensation plans, net
    46 (3,818,518)
OtherOther    2 (26,178)
December 31, 2020December 31, 2020$2,051 923,892,581 $2,116 278,000$(5,676)211,132,256 

Preferred Stock—Series L
On July 30, 2020, the Bancorp issued in a registered public offering 350,000 depositary shares, representing 14,000 shares of 4.50% fixed-rate reset non-cumulative perpetual preferred stock, Series L, for net proceeds of approximately $346 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrues dividends on a non-cumulative basis at an annual rate of 4.50% through but excluding September 30, 2025. From, and including, September 30, 2025 and for each dividend reset period thereafter, dividends will accrue on the Series L preferred stock, on a non-cumulative basis, at a rate equal to the five-year U.S. Treasury rate as of the most recent reset dividend determination date plus 4.215%. Dividends will be payable, when, as and if declared by the Bancorp’s Board of Directors, quarterly in arrears on each of March 31, June 30, September 30 and December 31, beginning on September 30, 2020. Subject to obtaining all required regulatory approvals, on any dividend payment date on or after September 30, 2025, the Bancorp may redeem the Series L preferred stock and the related depositary shares in whole or in part, at 100% of their liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. In addition, the Series L preferred stock and the related depositary shares may be redeemed, subject to obtaining all required regulatory approvals, in whole but not in part, at any time, following the occurrence of a regulatory capital event, at 100% of their liquidation preference, plus an amount equal to any declared and unpaid dividends, without accumulation of any undeclared dividends. The Series L preferred shares are not convertible into Bancorp common shares or any other securities.

Preferred Stock—Series K
On September 17, 2019, the Bancorp issued, in a registered public offering 10,000,000 depositary shares, representing 10,000 shares of 4.95%
non-cumulative
Series K perpetual preferred stock, for net proceeds of approximately $242 million. Each preferred share has a $25,000 liquidation preference. Subject to any required regulatory approval, the Bancorp may redeem the Series K preferred shares at its option in whole or in part, on any dividend payment date on or after September 30, 2024 and may redeem in whole, but not in part, at any time following a regulatory capital event. The Series K preferred shares are not convertible into Bancorp common shares or any other securities.
Preferred Stock—Class B, Series A
On August 26, 2019, the Bancorp issued 200,000 shares of 6.00%
non-cumulative
perpetual Class B preferred stock, Series A. Each preferred share has a $1,000 liquidation preference. These shares were issued to the holders of MB Financial, Inc.’s 6.00%
non-cumulative
perpetual preferred stock, Series C, in conjunction with the merger of MB Financial, Inc. with and into Fifth Third Bancorp. This transaction resulted in the elimination of the noncontrolling interest in MB Financial, Inc. which was previously reported in the Bancorp’s Consolidated Financial Statements. The newly issued shares of Class B preferred stock, Series A were recognized by the Bancorp at the carrying value previously assigned to the MB Financial, Inc. Series C preferred stock prior to the transaction.

210 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Preferred Stock—Series J
On June 5, 2014, the Bancorp issued, in a registered public offering, 300,000 depositary shares, representing 12,000 shares of 4.90% fixed to floating-rate
non-cumulative
Series J perpetual preferred stock, for net proceeds of $297 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrued dividends, on a non-cumulative semi-annual basis, at an annual rate of 4.90% through but excluding September 30, 2019, at which time it converted to a quarterly floating-rate dividend of three-month LIBOR plus 3.129%. Subject to any required regulatory approval, the Bancorp may redeem the Series J preferred shares at its option, in whole or in part, at any time on or after September 30, 2019, or any time prior following a regulatory capital event. The Series J preferred shares are not convertible into Bancorp common shares or any other securities.

Preferred Stock—Series I
On December 9, 2013, the Bancorp issued, in a registered public offering, 18,000,000 depositary shares, representing 18,000 shares of 6.625% fixed to floating-rate
non-cumulative
Series I perpetual preferred stock, for net proceeds of $441 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrues dividends, on a non-cumulative quarterly basis, at an annual rate of 6.625% through but excluding December 31, 2023, at which time it converts to a quarterly floating-rate dividend of three-month LIBOR plus 3.71%. Subject to any required regulatory approval, the Bancorp may redeem the Series I preferred shares at its option in whole or in part, at any time on or after December 31, 2023 and may redeem in whole but not in part, following a regulatory capital event at any time prior to December 31, 2023. The Series I preferred shares are not convertible into Bancorp common shares or any other securities.

Preferred Stock—Series H
On May 16, 2013, the Bancorp issued, in a registered public offering, 600,000 depositary shares, representing 24,000 shares of 5.10% fixed to floating-rate
non-cumulative
Series H perpetual preferred stock, for net proceeds of $593 million. Each preferred share has a $25,000 liquidation preference. The preferred stock accrues dividends, on a non-cumulative semi-annual basis, at an annual rate of 5.10% through but excluding June 30, 2023, at which time it converts to a quarterly floating-rate dividend of three-month LIBOR plus 3.033%. Subject to any required regulatory approval, the Bancorp may redeem the Series H preferred shares at its option in whole or in part, at any time on or after June 30, 2023 and may redeem in whole but not in part, following a regulatory capital event at any time prior to June 30, 2023. The Series H preferred shares are not convertible into Bancorp common shares or any other securities.

Treasury Stock
In June of 2019, the Board of Directors authorized the Bancorp to repurchase up to 100 million common shares in the open market or in privately negotiated transactions and to utilize any derivative or similar instrument to effect share repurchase transactions. This share repurchase authorization replaced the Board’s previous authorization from February of 2018.

On June 28, 2017, the Bancorp announced the results of its capital plan submitted to the FRB as part of the 2017 CCAR.
172  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The FRB indicated to the Bancorp that it did not object to the potential repurchase of $1.161 billion of common shares with the additional ability to repurchase common shares in an amount equal to any
after-tax
gains realized by the Bancorp from the sale of Vantiv, Inc. common stock or from the termination and settlement of any portion of the TRA with Vantiv, Inc., if executed, for the period beginning July 1, 2017 and ending June 30, 2018.
On June 28, 2018, the Bancorp announced the results of its capital plan submitted to the FRB as part of the 2018 CCAR. The FRB indicated to the Bancorp that it did not object to the potential repurchase of $1.651 billion of common shares with the additional ability to repurchase common shares in an amount equal to any
after-tax
gains realized by the Bancorp from the sale of Worldpay, Inc. common stock or from the termination and settlement of any portion of the TRA with Worldpay, Inc., if executed, for the period beginning July 1, 2018 and ending June 30, 2019.
On May 21, 2018, the Bancorp announced the planned acquisition of MB Financial, Inc. As a result of this transaction, the FRB required the Bancorp to resubmit its CCAR plan recognizing the pro forma impact of the combined Fifth Third/MB Financial, Inc. post-merger entity. On October 5, 2018, Fifth Third resubmitted its capital plan to the FRB. On December 27, 2018, the FRB indicated to the Bancorp that it did not object to the resubmitted capital plan. The resubmitted capital plan called for no change to the originally submitted total capital actions over the 2018 CCAR approval horizon (the third quarter of 2018 through the second quarter of 2019). However, the share repurchase authority increased from $1.651 billion to $1.81 billion as a result of
after-tax
gains related to the sale of Worldpay, Inc. common stock.
During the first quarter of 2019, the FRB provided relief from certain regulatory requirements related to supervisory stress testing and
company-run
stress testing for the 2019 stress test cycle, including disclosure requirements. As a result, the Bancorp was not required to submit a capital plan or participate in CCAR 2019. The requirement for the Bancorp to submit an annual capital plan to the FRB has been extended until April 5, 2020. However, the Bancorp remains subject to the requirement to develop and maintain a capital plan, and the Board of Directors of the Bancorp must review and approve the capital plan. The FRB further clarified that relief from the 2019 stress test cycle should not be construed as relief from any regulatory capital requirements and that the Bancorp will be subject to the full CCAR 2020 stress test requirements.
In June of 2019, the Bancorp announced its capital distribution capacity of approximately $2 billion for the period of July 1, 2019 through June 30, 2020. This includes the ability to execute share repurchases up to $1.24 billion as well as increase quarterly common stock dividends by up to $0.03 per share. These distributions will be governed under the FRB’s 2019 extended stress test process for BHCs with less than $250 billion of total consolidated assets.
The Bancorp entered into a number of accelerated share repurchase transactions during the yearsyear ended December 31, 2019 and 2018.2019. As part of these transactions, the Bancorp entered into forward contracts 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 these repurchase agreements. The accelerated share repurchases were 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 transactions that were entered into or settled during the yearsyear ended December 31, 2019 and 2018:
  
   
Shares Repurchased on
  
Shares Received from
  
Total Shares
   
Repurchase Date
 
Amount ($ in millions)    
  
Repurchase Date
  
Forward Contract 
  
Repurchased
  
Settlement Date
 
  
December 19, 2017
  
273
   
7,727,273
   
824,367
   
8,551,640
   
March 19, 2018
 
February 12, 2018
  
318
   
8,691,318
   
1,015,731
   
9,707,049
   
March 26, 2018
 
May 25, 2018
  
235
   
6,402,244
   
1,172,122
   
7,574,366
   
June 15, 2018
 
March 27, 2019
(a)
  
913
   
31,779,280
   
2,026,584
   
33,805,864
   
June 28, 2019
 
April 29, 2019
(b)
  
200
   
6,015,570
   
1,217,805
   
7,233,375
   
May 23, 2019
 -
 May 24, 2019
 
August 7, 2019
  
100
   
3,150,482
   
694,238
   
3,844,720
   
August 16, 2019
 
August 9, 2019
(b)
  
200
   
6,405,426
   
1,475,487
   
7,880,913
   
August 28, 2019
 
October 25, 2019
  
300
   
9,020,163
   
1,149,121
   
10,169,284
   
December 17, 2019
 
  
2019:
Repurchase DateAmount  ($ in millions)Shares Repurchased on Repurchase DateShares Received from Forward Contract Total Shares RepurchasedSettlement Date
March 27, 2019(a)
$913 31,779,280 2,026,584 33,805,864 June 28, 2019
April 29, 2019(b)
200 6,015,570 1,217,805 7,233,375 May 23, 2019 - May 24, 2019
August 7, 2019100 3,150,482 694,238 3,844,720 August 16, 2019
August 9, 2019(b)
200 6,405,426 1,475,487 7,880,913 August 28, 2019
October 25, 2019300 9,020,163 1,149,121 10,169,284 December 17, 2019
(a)This accelerated share repurchase transaction consisted of two supplemental confirmations each with a notional amount of $456.5 million.
(a)This accelerated share repurchase transaction consisted of two supplemental confirmations each with a notional amount of $456.5 million.
(b)This accelerated share repurchase transaction consisted of two supplemental confirmations each with a notional amount of $100 million.

(b)This accelerated share repurchase transaction consisted of two supplemental confirmations each with a notional amount of $100 million.
Open Market Share Repurchase Transactions
Between July 20, 2018 and August 2, 2018, the Bancorp repurchased 16,945,020 shares, or approximately $500 million, of its outstanding common stock through open market repurchase transactions, which settled between July 24, 2018 and August 6, 2018.
Between October 24, 2018 and November 9, 2018, the Bancorp repurchased 14,916,332 shares, or approximately $400 million, of its outstanding common stock through open market repurchase transactions, which settled between October 26, 2018 and November 14, 2018.
Between July 29, 2019 and July 30, 2019, the Bancorp repurchased 1,667,735 shares, or approximately $50 million, of its outstanding common stock through open market repurchase transactions, which settled between July 31, 2019 and August 1, 2019.

For further information on a subsequent event related to treasury stock refer to Note 33.

173211 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
26. STOCK-BASED COMPENSATIONStock-Based Compensation
Stock-based awards are eligible for issuance under the Bancorp’s Incentive Compensation Plan to executives, directors and key employees of the Bancorp and its subsidiaries. The 2019 Incentive Compensation Plan was approved by shareholders on April 16, 2019 and authorized the issuance of up to 40 million shares, as equity compensation and provides for SARs, RSAs, RSUs, stock options, performance share or unit awards, dividend or dividend equivalent rights and stock awards. As of December 31, 2019,2020, there were 39.528.7 million shares available for future issuance. Based on total stock-based awards outstanding (including SARs, RSAs, RSUs, stock options and PSAs) and shares remaining for future grants under the 2019 Incentive Compensation Plan, the potential dilution to which the Bancorp’s shareholders of common stock are exposed due to the potential that stock-based compensation will be awarded to executives, directors or key employees of the Bancorp and its subsidiaries is 10%8%. SARs, RSAs, RSUs, stock options and PSAs outstanding represent 5%4% of the Bancorp’s issued shares at December 31, 2019.
2020.

All of the Bancorp’s stock-based awards are to be settled with stock. The Bancorp has historically used treasury stock to settle stock-based awards, when available. SARs, issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, have up to ten year terms and vest and become exercisable ratably over a three or four-year period of continued employment. The Bancorp does not grant discounted SARs or stock options,
re-price
previously granted SARs or stock options or grant reload stock options. RSAs and RSUs are released after three or four years or ratably over three or four years of continued employment. RSAs include dividend and voting rights while RSUs receive dividend equivalents only. Dividend equivalents are accrued and paid in cash when the underlying shares are distributed, except for certain RSUs which have the rights to receive dividend equivalents paid in cash at each dividend payment date. For PSAs that are eligible to receive dividend equivalents, the accrued cash dividends are adjusted by the payout percentage achieved on the underlying awards. Stock options were previously issued at fair value based on the closing price of the Bancorp’s common stock on the date of grant, had up to ten year terms and vested and became fully exercisable ratably over a three or four-year period of continued employment. PSAs have three-year cliff vesting terms with performance conditions as defined by the plan. All of the Bancorp’s executive stock-based awards contain an annual performance hurdle of 2% return on tangible common equity.
If this threshold is not met in any one of the three years during the performance period,
one-third
of PSAs are forfeited. Additionally, if this threshold is not met, all SARs, RSAs and RSUs that would vest in the next year may also be forfeited at the discretion of the Human Capital and Compensation Committee of the Board of Directors. The Bancorp met this threshold as of December 31, 2019.2020.

Under the terms of the merger agreement with MB Financial, Inc., the Bancorp granted stock-based awards to replace those awards previously granted by MB Financial, Inc. that were outstanding as of the date of the merger.March 22, 2019. The replacement awards included RSAs, RSUs, and stock options. Approximately 1.65 replacement awards were granted to replace each outstanding MB Financial, Inc. award and the strike prices of replacement stock options were also adjusted to reflect this exchange ratio. Otherwise, the replacement awards were granted with substantially the same terms as the MB Financial, Inc. awards that were being replaced, including vesting and expiration dates.

The fair value of the awards being replaced and the replacement awards were measured as of the date of the merger. The portion of the fair value of the awards being replaced which was attributable to
pre-combination
service was included as a component of the consideration paid in the merger. The portion attributable to post-combination service, in addition to any increased value of the replacement awards over the awards being replaced, was recognized as stock-based compensation expense over each award’s remaining service period.

Stock-based compensation expense was $123 million, $132 million $127 million and $118$127 million for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively, and is included in salaries, wagescompensation and incentivesbenefits expense in the Consolidated Statements of Income. The total related income tax benefit recognized was $26 million for the year ended December 31, 2020 and $27 million $27 million and $41 million for both the years ended December 31, 2019 2018 and 2017, respectively.
2018.
Stock Appreciation Rights
The Bancorp uses assumptions, which are evaluated and revised as necessary, in estimating the grant-date fair value of each SAR grant.

The weighted-average assumptions were as follows for the years ended December 31:
 
 
2019        
  
2018        
  
2017        
 
 202020192018
Expected life (in years)
  
7
   
7
   
6
 Expected life (in years)777
Expected volatility
  
32
%  
35
   
37
 Expected volatility24 %32 35 
Expected dividend yield
  
3.3
   
1.9
   
2.1
 Expected dividend yield3.2 3.3 1.9 
Risk-free interest rate
  
2.6
   
2.6
   
2.1
 Risk-free interest rate1.5 2.6 2.6 
 

The expected life is generally derived from historical exercise patterns and represents the amount of time that SARs granted are expected to be outstanding. The expected volatility is based on a combination of historical and implied volatilities of the Bancorp’s common stock. The expected dividend yield is based on annual dividends divided by the Bancorp’s stock price. Annual dividends are based on projected dividends, estimated using an expected long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate for periods within the contractual life of the SARs is based on the U.S. Treasury yield curve in effect at the time of grant.

212 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The grant-date fair value of SARs is measured using the Black-Scholes option-pricing model.
The weighted-average grant-date fair value of SARs granted was $6.82, $7.38 $11.33 and $8.55$11.33 per share for the years ended December 31, 2020, 2019 2018 and 2017,2018, respectively. The total grant-date fair value of SARs that vested during the years ended December 31, 2020, 2019 and 2018 and 2017 was $15 million, $20 million $26 million and $29$26 million, respectively.

At December 31, 2019,2020, there was $7$1 million of stock-based compensation expense related to outstanding SARs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 20192020 of 1.11.2 years.

202020192018
SARs (in thousands, except per share data)Number of
SARs
Weighted-
Average Grant
Price Per Share
Number of
SARs
Weighted-
Average Grant
Price Per Share
Number of
SARs
Weighted-
Average Grant
Price Per Share 
Outstanding at January 121,449 $18.38 26,196 $17.30 31,929 $17.22 
Granted365 29.64 399 26.72 272 33.15 
Exercised(2,420)16.10 (4,829)13.34 (5,058)16.96 
Forfeited or expired(136)25.50 (317)23.47 (947)20.93 
Outstanding at December 3119,258 $18.83 21,449 $18.38 26,196 $17.30 
Exercisable at December 3117,979 $18.19 18,249 $17.50 20,132 $15.90 

174  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  
   
2019
  
2018
  
2017
 
              
SARs (in thousands, except per share data)
   
Number of
SARs
  
   Weighted-
   Average Grant
   Price Per Share
  
Number of
SARs
  
   Weighted-
   Average Grant
   Price Per Share
  
Number of
SARs
  
   Weighted-
   Average Grant 
   Price Per Share 
 
  
Outstanding at January 1
     
26,196
  $
17.30
   
31,929
  $
17.22
   
40,041
  $
18.30
 
Granted
     
399
   
26.72
   
272
   
33.15
   
3,672
   
26.52
 
Exercised
     
(4,829)
   
13.34
   
(5,058)
   
16.96
   
(6,953)
   
16.00
 
Forfeited or expired
     
(317)
   
23.47
   
(947)
   
20.93
   
(4,831)
   
35.08
 
  
Outstanding at December 31
     
21,449
  $
18.38
   
26,196
  $
17.30
   
31,929
  $
17.22
 
  
Exercisable at December 31
     
18,249
  $
17.50
   
20,132
  $
15.90
   
21,403
  $
15.30
 
  
The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2019:
  
 
Outstanding SARs
    
Exercisable SARs
 
       
SARs (in thousands, except per share data)
 
Number of
SARs
  
   Weighted-
   Average Grant
   Price Per Share
  
Weighted-
Average Remaining
Contractual Life
(in years)
    
Number of
SARs
  
   Weighted-
   Average Grant
   Price Per Share
  
Weighted-
Average Remaining
Contractual Life
(in years)
 
  
$10.01-$20.00
  
15,944
  $
16.12
   
3.7       
      
14,694
  $
16.00
   
3.5       
 
$20.01-$30.00
  
5,236
   
24.50
   
6.1       
      
3,464
   
23.44
   
5.3       
 
$30.01-$40.00
  
269
   
33.15
   
8.0       
      
91
   
33.15
   
7.9       
 
  
All SARs
  
21,449
  $
18.38
   
4.4       
      
18,249
  $
17.50
   
3.9       
 
  
2020.
Outstanding SARsExercisable SARs
SARs (in thousands, except per share data)Number of
SARs
Weighted-Average Grant Price Per ShareWeighted-
Average Remaining
Contractual Life
(in years)
Number of
SARs
Weighted-Average Grant Price Per ShareWeighted-
Average Remaining
Contractual Life
(in years)
$10.01-$20.0013,661 $16.23 2.913,661 $16.23 2.9
$20.01-$30.005,343 24.81 5.34,148 24.04 4.7
$30.01-$40.00254 33.15 7.1170 33.15 7.1
All SARs19,258 $18.83 3.617,979 $18.19 3.3

Restricted Stock Awards
The total grant-date fair value of RSAs that were released was immaterial during the year ended December 31, 2020 and $16 million and $27 million for the years ended December 31, 2019 and 2018, respectively. The Bancorp has not granted any RSAs in the years ended December 31, 2020, 2019 or 2018 and 2017 was $16 million, $27 million and $39 million, respectively. At December 31, 2019,
stock-based compensation expense related tothe number of RSAs outstanding RSAs not yet recognized was immaterial. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2019 of 1.2 years.
  
 
                    2019                    
  
2018
  
2017
 
          
RSAs (in thousands, except per share data)
 
Shares 
  
  
Weighted-Average

  Grant-Date
  Fair Value
  Per Share
  
Shares 
  
  
Weighted-Average

  Grant-Date
  Fair Value
  Per Share
  
Shares 
  
  
Weighted-Average

  Grant-Date
  Fair Value
  Per Share
 
  
Outstanding at January 1
  
868
  $
19.18
   
2,321
  $
19.72
   
4,638
  $
19.44
 
Granted
  
-
   
-
   
-
   
-
   
7
   
21.14
 
Assumed
  
11
   
25.48
   
-
   
-
   
-
   
-
 
Released
  
(867
)  
18.91
   
(1,347
)  
20.09
   
(2,063
)  
19.10
 
Forfeited
  
(12
)  
19.01
   
(106
)  
19.40
   
(261
)  
19.75
 
  
Outstanding at December 31
  
-
  $
25.48
   
868
  $
19.18
   
2,321
  $
19.72
 
  
2020 was immaterial.

20192018
RSAs (in thousands, except per share data)Shares Weighted-Average Grant-Date Fair Value Per ShareShares Weighted-Average Grant-Date Fair Value Per Share
Outstanding at January 1868 $19.18 2,321 $19.72 
Assumed11 25.48 
Released(867)18.91 (1,347)20.09 
Forfeited(12)19.01 (106)19.40 
Outstanding at December 31$25.48 868 $19.18 

Restricted Stock Units
The total grant-date fair value of RSUs that were released during the years ended December 31, 2020, 2019 and 2018 and 2017 was $107 million, $73 million and $42 million, and $21 million, respectively.
At December 31, 2019,2020, there was $125$119 million of stock-based compensation expense related to outstanding RSUs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 20192020 of 2.32.4 years.

175213 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
202020192018
RSUs (in thousands, except per unit data)Units Weighted-Average Grant-Date Fair Value Per UnitUnits Weighted-Average Grant-Date Fair Value Per UnitUnits Weighted-Average Grant-Date Fair Value Per Unit
Outstanding at January 110,006 $27.30 8,020 $27.04 6,986 $22.25 
Granted4,177 28.75 4,375 26.68 3,674 32.84 
Assumed0 0 1,476 25.48 
Released(4,076)26.19 (2,951)24.76 (1,977)21.15 
Forfeited(641)27.70 (914)27.41 (663)26.45 
Outstanding at December 319,466 $28.38 10,006 $27.30 8,020 $27.04 

  
 
                    2019                    
  
2018
  
2017
 
          
RSUs (in thousands, except per unit data)
 
Units 
  
  
Weighted-Average

  Grant-Date
  Fair Value
  Per Unit
  
Units 
  
  
Weighted-Average

  Grant-Date
  Fair Value
  Per Unit
  
Units 
  
  
Weighted-Average
  
  Grant-Date  
  Fair Value  
  Per Unit  
 
  
Outstanding at January 1
  
8,020
  $
27.04
   
6,986
  $
22.25
   
5,086
  $
17.84
 
Granted
  
4,375
   
26.68
   
3,674
   
32.84
   
3,652
   
26.71
 
Assumed
  
1,476
   
25.48
   
-
   
-
   
-
   
-
 
Released
  
(2,951
)  
24.76
   
(1,977
)  
21.15
   
(1,194
)  
17.64
 
Forfeited
  
(914
)  
27.41
   
(663
)  
26.45
   
(558
)  
21.02
 
  
Outstanding at December 31
  
10,006
  $
27.30
   
8,020
  $
27.04
   
6,986
  $
22.25
 
  
The following table summarizes outstanding RSUs by grant-date fair value per unit at December 31, 2019:
  
 
            Outstanding RSUs            
 
    
RSUs (in thousands)
 
     Units     
  
  
Weighted-Average
    
  Remaining  
  Contractual Life  
(in years)
 
  
$15.01-$20.00
  
870
   
0.7          
 
$20.01-$25.00
  
243
   
0.5          
 
$25.01-$30.00
  
6,477
   
1.2          
 
$30.01-$35.00
  
2,416
   
1.6          
 
  
All RSUs
  
10,006
   
1.2          
 
  
2020.
Outstanding RSUs            
RSUs (in thousands)Units       Weighted-Average Remaining Contractual Life (in years)
Under $15.0051 1.6
$15.01-$20.00249 0.4
$20.01-$25.00259 1.2
$25.01-$30.007,380 1.3
$30.01-$35.001,527 0.6
All RSUs9,466 1.1

Stock Options
There were no stock options granted during the years ended December 31, 2020, 2019 2018 and 2017,2018, except for replacement stock option awards
assumed
in conjunction with the MB Financial, Inc. acquisition. While the Bancorp has historically utilized the Black-Scholes option pricing model to measure the fair value of stock option grants, the fair value of these grants were measured using the Hull-White option pricing model as it was expected to provide a more precise estimate of fair value in a business combination scenario. The assumptions used in the valuation model varied for each grant tranche, but included expected volatility of
23%-29%,
no expected dividend yield, risk-free interest rates of
2.34%-2.51%,
a departure rate of 10% and exercise ratios of
2.2-2.8.
The replacement stock option awards had a weighted-average time to maturity of 5.4 years as of the date of the merger.
March 22, 2019.

The total intrinsic value of stock options exercised was $3 million and $7 million for the year ended December 31, 2019 and immaterial for both the years ended December 31, 20182020 and 2017.2019, respectively, and was immaterial for year ended December 31, 2018. Cash received from stock options exercised was $5 million and $11 million for the years ended December 31, 2020 and 2019, respectively, and immaterial for the year ended December 31, 2019 and immaterial for both the years ended December 31, 2018 and 2017.2018. The tax benefit realized from exercised stock options was $1 million for both the years ended December 31, 2020 and 2019 and immaterial for the year ended December 31, 2019 and immaterial for the years ended December 31, 2018 and 2017. NaN2018. No stock options vested during the years ended December 31, 2020, 2019 2018 or 2017.2018. As of December 31, 2019,2020, the aggregate intrinsic value of both outstanding stock options and exercisable stock options was $15 million and $13 million, respectively.$5 million.

202020192018
Stock Options (in thousands, except per share data)  Number of OptionsWeighted-Average Exercise Price Per ShareNumber of OptionsWeighted-Average Exercise Price Per ShareNumber of OptionsWeighted-Average Exercise Price Per Share
Outstanding at January 11,381 $20.15 $$16.50 
Assumed0 0 2,120 19.34 
Exercised(440)17.48 (660)17.36 (1)8.59 
Forfeited or expired(148)23.99 (79)22.18 (1)24.41 
Outstanding at December 31793 $20.81 1,381 $20.15 $
Exercisable at December 31725 $20.34 1,162 $19.17 $

214 Fifth Third Bancorp
  
 
2019
  
2018
  
2017
 
          
Stock Options (in thousands, except per share data)
 
  Number of
Options
  
Weighted-Average

Exercise Price
Per Share
  
Number of
Options
  
Weighted-Average

Exercise Price
Per Share
  
Number of
Options
  
Weighted-Average
 
Exercise Price 
Per Share
 
  
Outstanding at January 1
  
-
  $
-
   
2
  $
16.50
   
25
  $
19.17
 
Assumed
  
2,120
   
19.34
   
-
   
-
   
-
   
-
 
Exercised
  
(660)
   
17.36
   
(1)
   
8.59
   
(18)
   
14.05
 
Forfeited or expired
  
(79)
   
22.18
   
(1)
   
24.41
   
(5)
   
40.98
 
  
Outstanding at December 31
  
1,381
  $
20.15
   
-
  $
-
   
2
  $
16.50
 
  
Exercisable at December 31
  
1,162
  $
19.17
   
-
  $
-
   
2
  $
16.50
 
  


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes outstanding and exercisable stock options by exercise price per share at December 31, 2019:
  
 
Outstanding Stock Options
    
Exercisable Stock Options
 
       
Stock Options (in thousands, except per share data)
 
Number of
Options
  
   Weighted-
    Exercise Price
Per Share
  
Weighted-
Average
Contractual Life
(in years)
    
Number of
Options
  
   Weighted-
   Exercise Price
Per Share
  
Weighted-
Average
Contractual Life
(in years)
 
  
Under $10.00
  
9
  $
8.62
   
6.7       
      
7
  $
8.52
   
6.7       
 
$10.01-$20.00
  
884
   
17.04
   
3.5       
      
811
   
16.91
   
3.3       
 
$20.01-$30.00
  
488
   
25.98
   
4.4       
      
344
   
26.14
   
2.7       
 
  
All stock options
  
1,381
  $
20.15
   
3.8       
      
1,162
  $
19.17
   
3.2       
 
  
2020.
Outstanding Stock OptionsExercisable Stock Options
Stock Options (in thousands, except per share data)Number of OptionsWeighted-Exercise Price Per ShareWeighted-Average Contractual Life (in years)Number of OptionsWeighted-Exercise Price Per ShareWeighted-Average Contractual Life (in years)
Under $10.00$8.58 5.6$8.58 5.6
$10.01-$20.00481 17.53 2.9481 17.52 2.9
$20.01-$30.00305 26.26 4.4237 26.39 3.7
All stock options793 $20.81 3.5725 $20.34 3.2

Other Stock-Based Compensation
PSAs are payable contingent upon the Bancorp achieving certain predefined performance targets over the three-year measurement period and ranges from 0 shares to approximately 1 million shares.
Awards granted during the years ended December 31, 2020, 2019 2018 and 20172018 will be entirely settled in stock.
176  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The performance targets are based on the Bancorp’s performance relative to a defined peer group. PSAs use a performance-based metric based on return on tangible common equity in relation to peers. During the years ended December 31, 2020, 2019 and 2018, 280,026, 328,068 and 2017, 328,068, 279,568 and 407,069 PSAs, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $29.64, $26.72 $33.15 and $26.52$33.15 per unit during the years ended December 31, 2020, 2019 and 2018, and 2017, respectively.

The Bancorp sponsors an employee stock purchase plan that allows qualifying employees to purchase shares of the Bancorp’s common stock with a 15% match.
During the years ended December 31, 2020, 2019 2018 and 2017,2018, there were 883,735, 564,061 471,818 and 475,466471,818 shares, respectively, purchased by participants and the Bancorp recognized stock-based compensation expense of $2 million $2 million and $1 million in each of the respective years. As of December 31, 2019,2020, there were 4.63.7 million shares available for future issuance, which represents the remaining shares of Fifth Third common stock under the Bancorp’s 1993 Stock Purchase Plan, as amended and restated, including an additional 1.5 million shares approved by shareholders on March 28, 2007 and an additional 12 million shares approved by shareholders on April 21, 2009.
177215 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
27. OTHER NONINTEREST INCOME AND OTHER NONINTEREST EXPENSEOther Noninterest Income and Other Noninterest Expense
The following table presents the major components of other noninterest income and other noninterest expense for the years ended December 31:
($ in millions)202020192018
Other noninterest income:
Private equity investment income$75 65 63 
Income from the TRA associated with Worldpay, Inc.74 346 20 
BOLI income63 60 56 
Cardholder fees44 58 56 
Consumer loan and lease fees20 23 23 
Banking center income20 22 21 
Insurance income20 19 20 
Loss on swap associated with the sale of Visa, Inc. Class B Shares(103)(107)(59)
Net losses on disposition and impairment of bank premises and equipment(31)(23)(43)
Gain on sale of Worldpay, Inc. shares0 562 205 
Equity method income from interest in Worldpay Holding, LLC0 
Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.0 414 
Other, net29 37 26 
Total other noninterest income$211 1,064 803 
Other noninterest expense:
Loan and lease$162 142 112 
FDIC insurance and other taxes118 81 119 
Losses and adjustments100 102 61 
Data processing75 70 57 
Professional service fees49 70 67 
Intangible amortization48 45 
Postal and courier36 38 35 
Donations36 30 21 
Travel27 68 52 
Recruitment and education21 28 32 
Insurance15 14 13 
Supplies13 14 13 
Other, net221 232 210 
Total other noninterest expense$921 934 797 
  
($ in millions)
 
2019     
  
2018    
  
2017       
 
  
Other noninterest income:
         
Gain on sale of Worldpay, Inc. shares
 $
562
   
205
   
1,037
 
Income from the TRA associated with Worldpay, Inc.
  
346
   
20
   
44
 
Operating lease income
  
151
   
84
   
96
 
Private equity investment income
  
65
   
63
   
36
 
BOLI income
  
60
   
56
   
52
 
Cardholder fees
  
58
   
56
   
54
 
Consumer loan and lease fees
  
23
   
23
   
23
 
Banking center income
  
22
   
21
   
20
 
Insurance income
  
19
   
20
   
8
 
Net gains (losses) on loan sales
  
3
   
2
   
(2)
 
Equity method income from interest in Worldpay Holding, LLC
  
2
   
1
   
47
 
Loss on swap associated with the sale of Visa, Inc. Class B Shares
  
(107)
   
(59)
   
(80)
 
Net losses on disposition and impairment of bank premises and equipment
  
(23)
   
(43)
   
-
 
Loss on sale of business
  
(4)
   
-
   
-
 
Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.
  
-
   
414
   
-
 
Other, net
  
47
   
24
   
22
 
  
Total other noninterest income
 $
1,224
   
887
   
1,357
 
  
Other noninterest expense:
         
Marketing
 $
162
   
147
   
114
 
Loan and lease
  
142
   
112
   
102
 
Operating lease
  
124
   
76
   
87
 
Losses and adjustments
  
102
   
61
   
59
 
FDIC insurance and other taxes
  
81
   
119
   
127
 
Professional service fees
  
70
   
67
   
83
 
Data processing
  
70
   
57
   
58
 
Travel
  
68
   
52
   
46
 
Intangible amortization
  
45
   
5
   
2
 
Postal and courier
  
38
   
35
   
42
 
Donations
  
30
   
21
   
28
 
Recruitment and education
  
28
   
32
   
35
 
Supplies
  
14
   
13
   
14
 
Insurance
  
14
   
13
   
12
 
Loss (gain) on partnership investments
  
2
   
(4)
   
14
 
Other, net
  
239
   
214
   
184
 
  
Total other noninterest expense
 $
1,229
   
1,020
   
1,007
 
  

178216 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
28. EARNINGS PER SHAREEarnings Per Share
The following table provides the calculation of earnings per share and the reconciliation of earnings per share and earnings per diluted share for the years ended December 31:
  
  
2019
  
2018
  
2017
 
            
($ in millions, except per share data)
  
Income
  
  Average  
Shares
  
Per Share
Amount
  
Income
  
  Average  
Shares
  
Per Share
Amount
  
Income
  
  Average  
Shares
  
Per Share  
Amount  
 
  
Earnings Per Share:
                            
Net income available to common shareholders
 
$
  
2,419
         
2,118
         
2,105
       
Less: Income allocated to participating securities
   
21
         
23
         
23
       
  
Net income allocated to common shareholders
 
$
  
2,398
   
710
   
3.38
   
2,095
   
673
   
3.11
   
2,082
   
728
   
2.86
 
  
Earnings Per Diluted Share:
                            
Net income available to common shareholders
 
$
  
2,419
         
2,118
         
2,105
       
Effect of dilutive securities:
                            
Stock-based awards
   
-
   
10
      
-
   
12
      
-
   
13
    
  
Net income available to common shareholders
plus assumed conversions
   
2,419
         
2,118
         
2,105
       
Less: Income allocated to participating securities
   
21
         
23
         
23
       
  
Net income allocated to common shareholders plus assumed conversions
 
$
  
2,398
   
720
   
3.33
   
2,095
   
685
   
3.06
   
2,082
   
741
   
2.81
 
  
202020192018
($ in millions, except per share data)IncomeAverage SharesPer Share AmountIncomeAverage SharesPer Share AmountIncomeAverage SharesPer Share Amount
Earnings Per Share:
Net income available to common
shareholders
$1,323 2,419 2,118 
Less: Income allocated to participating
securities
6 21 23 
Net income allocated to common
shareholders
$1,317 715 1.84 2,398 710 3.38 2,095 673 3.11 
Earnings Per Diluted Share:
Net income available to common
shareholders
$1,323 2,419 2,118 
Effect of dilutive securities:
Stock-based awards0 5 10 12 
Net income available to common
shareholders plus assumed conversions
1,323 2,419 2,118 
Less: Income allocated to participating
securities
6 21 23 
Net income allocated to common
shareholders plus assumed conversions
$1,317 720 1.83 2,398 720 3.33 2,095 685 3.06 

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 the years ended December 31, 2020, 2019 and 2018 and 2017 excludes 7 million, 2 million and 3 million and 4 million,shares, respectively, of SARs. The diluted earnings per share computation for the years ended December 31, 2019 and 2017 excludes an immaterial amount of stock optionsstock-based awards because their inclusion would have been anti-dilutive.
The diluted earnings per share computation for the year ended December 31, 2017 excludes the impact of the forward contract related to the December 19, 2017 accelerated share repurchase transaction.
Based upon the average daily volume weighted-average price of the Bancorp’s common stock during the fourth quarter of 2017, the counterparty to the transaction would have been required to deliver additional shares for the settlement of the forward contract as of December 31, 2017, and thus the impact of the forward contract related to the accelerated share repurchase transaction would have been anti-dilutive to earnings per share.
179217 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
29. FAIR VALUE MEASUREMENTSFair 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. For more information regarding the fair value hierarchy and how the Bancorp measures fair value, refer to Note 1.

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
 
Fair Value Measurements Using
  
     
December 31, 2019 ($ in millions)
 
     Level 1
(c)
     
  
     Level 2
(c)
     
  
     Level 3     
  
     Total Fair Value     
 
 
December 31, 2020 ($ in millions)December 31, 2020 ($ in millions)     Level 1     Level 2   Level 3     Total Fair Value
Assets:
            Assets:
Available-for-sale
debt and other securities:
             Available-for-sale debt and other securities:
U.S. Treasury and federal agency securities
 $
75
   
-
   
-
   
75
 
U.S. Treasury and federal agencies securitiesU.S. Treasury and federal agencies securities$78 0 0 78 
Obligations of states and political subdivisions securities
  
-
   
18
   
-
   
18
 Obligations of states and political subdivisions securities0 17 0 17 
Mortgage-backed securities:
            Mortgage-backed securities:
Agency residential mortgage-backed securities
  
-
   
14,115
   
-
   
14,115
 Agency residential mortgage-backed securities0 11,907 0 11,907 
Agency commercial mortgage-backed securities
  
-
   
15,693
   
-
   
15,693
 Agency commercial mortgage-backed securities0 18,221 0 18,221 
Non-agency
commercial mortgage-backed securities
  
-
   
3,365
   
-
   
3,365
  Non-agency commercial mortgage-backed securities0 3,590 0 3,590 
Asset-backed securities and other debt securities
  
-
   
2,206
   
-
   
2,206
 Asset-backed securities and other debt securities0 3,176 0 3,176 
 
Available-for-sale
debt and other securities
(a)
  
75
   
35,397
   
-
   
35,472
 
Available-for-sale debt and other securities(a)
78 36,911 0 36,989 
Trading debt securities:
            Trading debt securities:
U.S. Treasury and federal agency securities
  
2
   
-
   
-
   
2
 
U.S. Treasury and federal agencies securitiesU.S. Treasury and federal agencies securities81 0 0 81 
Obligations of states and political subdivisions securities
  
-
   
9
   
-
   
9
 Obligations of states and political subdivisions securities0 10 0 10 
Agency residential mortgage-backed securities
  
-
   
55
   
-
   
55
 Agency residential mortgage-backed securities0 30 0 30 
Asset-backed securities and other debt securities
  
-
   
231
   
-
   
231
 Asset-backed securities and other debt securities0 439 0 439 
 
Trading debt securities
  
2
   
295
   
-
   
297
 Trading debt securities81 479 0 560 
Equity securities
  
554
   
10
   
-
   
564
 Equity securities293 20 0 313 
Residential mortgage loans held for sale
  
-
   
1,264
   
-
   
1,264
 Residential mortgage loans held for sale0 1,481 0 1,481 
Residential mortgage loans
(b)
  
-
   
-
   
183
   
183
 
Residential mortgage loans(b)
0 0 161 161 
Servicing rights
  
-
   
-
   
993
   
993
 Servicing rights0 0 656 656 
Derivative assets:
            Derivative assets:
Interest rate contracts
  
1
   
1,218
   
18
   
1,237
 Interest rate contracts1 2,227 61 2,289 
Foreign exchange contracts
  
-
   
165
   
-
   
165
 Foreign exchange contracts0 255 0 255 
Commodity contracts
  
37
   
234
   
-
   
271
 Commodity contracts24 351 0 375 
 
Derivative assets
(d)
  
38
   
1,617
   
18
   
1,673
 
 
Derivative assets(c)
Derivative assets(c)
25 2,833 61 2,919 
Total assets
 $
669
   
38,583
   
1,194
   
40,446
 Total assets$477 41,724 878 43,079 
 
Liabilities:
            Liabilities:
Derivative liabilities:
            Derivative liabilities:
Interest rate contracts
 $
5
   
144
   
8
   
157
 Interest rate contracts$16 261 8 285 
Foreign exchange contracts
  
-
   
151
   
-
   
151
 Foreign exchange contracts0 227 0 227 
Equity contracts
  
-
   
-
   
163
   
163
 Equity contracts0 0 201 201 
Commodity contracts
  
17
   
253
   
-
   
270
 Commodity contracts55 304 0 359 
 
Derivative liabilities
(e)
  
22
   
548
   
171
   
741
 
Short positions
(e)
  
49
   
100
   
-
   
149
 
 
Derivative liabilities(d)
Derivative liabilities(d)
71 792 209 1,072 
Short positions:Short positions:
U.S. Treasury and federal agencies securitiesU.S. Treasury and federal agencies securities63 0 0 63 
Asset-backed securities and other debt securitiesAsset-backed securities and other debt securities0 392 0 392 
Short positions(d)
Short positions(d)
63 392 0 455 
Total liabilities
 $
71
   
648
   
171
   
890
 Total liabilities$134 1,184 209 1,527 
 
(a)Excludes FHLB, FRB and DTCC restricted stock holdings totaling $40, $482 and $2, respectively, at December 31, 2020.
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(a)
Excludes FHLB, FRB and DTCC restricted stock holdings totaling
$76
,
$478
and
$2
, respectively, at
December 31, 2019
.
(c)Included in other assets in the Consolidated Balance Sheets.
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(c)
During the year ended
December 31, 2019
, no assets or liabilities were transferred between Level 1 and Level 2.
(d)Included in other assets in the Consolidated Balance Sheets.
(e)Included in other liabilities in the Consolidated Balance Sheets.
(d)Included in other liabilities in the Consolidated Balance Sheets.
180218 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurements Using
December 31, 2019 ($ in millions)Level 1Level 2Level 3Total Fair Value
Assets:
   Available-for-sale debt and other securities:
U.S. Treasury and federal agencies securities$75 75 
Obligations of states and political subdivisions securities18 18 
Mortgage-backed securities:
Agency residential mortgage-backed securities14,115 14,115 
Agency commercial mortgage-backed securities15,693 15,693 
Non-agency commercial mortgage-backed securities3,365 3,365 
Asset-backed securities and other debt securities2,206 2,206 
Available-for-sale debt and other securities(a)
75 35,397 35,472 
Trading debt securities:
U.S. Treasury and federal agencies securities
Obligations of states and political subdivisions securities
Agency residential mortgage-backed securities55 55 
Asset-backed securities and other debt securities231 231 
Trading debt securities295 297 
Equity securities554 10 564 
Residential mortgage loans held for sale1,264 1,264 
Residential mortgage loans(b)
183 183 
Servicing rights993 993 
Derivative assets:
Interest rate contracts1,218 18 1,237 
Foreign exchange contracts165 165 
Commodity contracts37 234 271 
Derivative assets(c)
38 1,617 18 1,673 
Total assets$669 38,583 1,194 40,446 
Liabilities:
Derivative liabilities:
Interest rate contracts$144 157 
Foreign exchange contracts151 151 
Equity contracts163 163 
Commodity contracts17 253 270 
Derivative liabilities(d)
22 548 171 741 
Short positions:
U.S. Treasury and federal agencies securities49 49 
Asset-backed securities and other debt securities100 100 
Short positions(d)
$49 100 149 
Total liabilities$71 648 171 890 
(a)Excludes FHLB, FRB and DTCC restricted stock holdings totaling $76, $478 and $2, respectively, at December 31, 2019.
  
 
Fair Value Measurements Using
   
        
December 31, 2018 ($ in millions)
 
            Level 1
(c)
        
  
    Level 2
(c)
        
  
    Level 3    
  
Total Fair Value    
 
  
Assets:
            
Available-for-sale
debt and other securities:
            
U.S. Treasury and federal agency securities
 $
97
   
-
   
-
   
97
 
Obligations of states and political subdivisions securities
  
-
   
2
   
-
   
2
 
Mortgage-backed securities:
            
Agency residential mortgage-backed securities
  
-
   
16,247
   
-
   
16,247
 
Agency commercial mortgage-backed securities
  
-
   
10,650
   
-
   
10,650
 
Non-agency
commercial mortgage-backed securities
  
-
   
3,267
   
-
   
3,267
 
Asset-backed securities and other debt securities
  
-
   
2,015
   
-
   
2,015
 
  
Available-for-sale
debt and other securities
(a)
  
97
   
32,181
   
-
   
32,278
 
Trading debt securities:
            
U.S. Treasury and federal agency securities
  
-
   
16
   
-
   
16
 
Obligations of states and political subdivisions securities
  
-
   
35
   
-
   
35
 
Agency residential mortgage-backed securities
  
-
   
68
   
-
   
68
 
Asset-backed securities and other debt securities
  
-
   
168
   
-
   
168
 
  
Trading debt securities
  
-
   
287
   
-
   
287
 
Equity securities
  
452
   
-
   
-
   
452
 
Residential mortgage loans held for sale
  
-
   
537
   
-
   
537
 
Residential mortgage loans
(b)
  
-
   
-
   
179
   
179
 
Commercial loans held for sale
  
-
   
7
   
-
   
7
 
Servicing rights
  
-
   
-
   
938
   
938
 
Derivative assets:
            
Interest rate contracts
  
-
   
648
   
7
   
655
 
Foreign exchange contracts
  
-
   
152
   
-
   
152
 
Commodity contracts
  
93
   
214
   
-
   
307
 
  
Derivative assets
(d)
  
93
   
1,014
   
7
   
1,114
 
  
Total assets
 $
642
   
34,026
   
1,124
   
35,792
 
  
Liabilities:
            
Derivative liabilities:
            
Interest rate contracts
 $
8
   
313
   
8
   
329
 
Foreign exchange contracts
  
-
   
142
   
-
   
142
 
Equity contracts
  
-
   
-
   
125
   
125
 
Commodity contracts
  
19
   
259
   
-
   
278
 
  
Derivative liabilities
(e)
  
27
   
714
   
133
   
874
 
Short positions
(e)
  
110
   
28
   
-
   
138
 
  
Total liabilities
 $
137
   
742
   
133
   
1,012
 
  
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(c)Included in other assets in the Consolidated Balance Sheets.
(d)Included in other liabilities in the Consolidated Balance Sheets.

(a)Excludes FHLB, FRB and DTCC restricted stock holdings totaling $184, $366 and $2, respectively, at December 31, 2018.
(b)Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.
(c)During the year ended December 31, 2018, no assets or liabilities were transferred between Level 1 and Level 2.
(d)Included in other assets in the Consolidated Balance Sheets.
(e)Included in other liabilities in the 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, quoted prices of securities with similar characteristics or DCFs. Level 2 securities may include federal agencyagencies 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.

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
219 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
Residential mortgage loans held for sale that are reclassified to held for investment are transferred from Level 2 to Level 3 of the fair value hierarchy.
181  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
It is the Bancorp’s policy to value any transfers between levels of the fair value hierarchy based on end of period fair values. 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 classified within 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 loan. The Secondary Marketing department, which reports to the Bancorp’s Head of the Consumer Bank, in conjunction with the Consumer Credit Risk department, which reports to the Bancorp’s Chief Risk Officer, are responsible for determining the valuation methodology for residential mortgage loans held for investment. The Secondary Marketing department reviews loss severity assumptions quarterly to determine if adjustments are necessary based on decreases in observable housing market data. This group also reviews trades in comparable benchmark securities and adjusts the values of loans as necessary. Consumer Credit Risk is responsible for the credit component of the fair value which is based on internally developed loss rate models that take into account historical loss rates and loss severities based on underlying collateral values.
loans.
Commercial loans held for sale
For commercial loans held for sale for which the fair value election has been made, fair value is estimated based upon quoted prices of identical or similar assets in an active market, which are reviewed and approved by the Market Risk department, which reports to the Bancorp’s Chief Risk Officer. These loans are generally valued using a market approach based on observable prices and are classified within Level 2 of the valuation hierarchy.
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 14 for further information on the assumptions used in the valuation of the Bancorp’s MSRs. The Secondary Marketing department and Treasury department are responsible for determining the valuation methodology for MSRs. Representatives from Secondary Marketing, Treasury, Accounting and Risk Management are responsible for reviewing key assumptions used in the internal OAS model. Two external valuations of the MSR portfolio are obtained from third parties quarterly that use valuation models in order to assess the reasonableness of the internal OAS model. Additionally, the Bancorp participates in peer surveys that provide additional confirmation of the reasonableness of key assumptions utilized in the MSR valuation process and the resulting MSR prices.

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. During the years ended December 31, 20192020 and 2018,2019, 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. Level 3 derivatives also includeShares 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. The Accounting and Treasury departments, both of which reportRefer to Note 19 for additional information on the Bancorp’s Chief Financial Officer, determined the valuation methodology for the total return swap. Accounting and Treasury review the changes in fair value on a quarterly basis for reasonableness based on Visa stock price changes, litigation contingencies, and escrow funding.
Covered Litigation.

The net asset fair value of the IRLCs at December 31, 20192020 was $18$57 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 $12$13 million and $22$25 million, respectively. Immediate increases of current interest rates of 25 bps and 50 bps would result in decreases in the fair value of the IRLCs of approximately $13 million and $28$26 million, respectively. The decrease in fair value of IRLCs due to immediate 10% and 20% adverse changes in the assumed loan closing rates would be approximately $2$6 million and $4$12 million, respectively, and the increase in fair value due to immediate 10% and 20% favorable changes in the assumed loan closing rates would be approximately $2$6 million and $4$12 million, respectively. 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.

The Consumer Line of Business Finance department, which reports to the Bancorp’s Chief Financial Officer, and the aforementioned Secondary Marketing department are responsible for determining the valuation methodology for IRLCs. Secondary Marketing, in conjunction with a third-party valuation provider, periodically review loan closing rate assumptions and recent loan sales to determine if adjustments are needed for current market conditions not reflected in historical data.
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, quoted prices of securities with similar characteristics or DCFs and therefore are classified within Level 2 of the valuation hierarchy.
Level 2 securities include asset-backed and other debt securities.

182220 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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)
 
        Fair Value Measurements Using Significant Unobservable Inputs (Level 3)   
 
 
    Residential    
    
Interest Rate
     
 
Mortgage
  
Servicing
  
Derivatives,
  
Equity
  
Total       
 
For the year ended December 31, 2019 ($ in millions)
 
Loans
  
Rights
  
Net
(a)
  
Derivatives
  
Fair Value  
 
 
For the year ended December 31, 2020 ($ in millions)For the year ended December 31, 2020 ($ in millions)Residential Mortgage LoansServicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives
Total Fair Value
Balance, beginning of period
 $
179
   
938
   
(1)
   
(125)
   
991
 Balance, beginning of period$183 993 10 (163)1,023 
Total (losses) gains (realized/unrealized):
               
Total (losses) gains (realized/unrealized):(d)
Total (losses) gains (realized/unrealized):(d)
Included in earnings
  
(1)
   
(376)
   
145
   
(107)
   
(339)
 Included in earnings3 (565)272 (103)(393)
Purchases/originations
  
-
   
431
   
(3)
   
-
   
428
 Purchases/originations0 228 4 0 232 
Settlements
  
(31)
   
-
   
(131)
   
69
   
(93)
 Settlements(74)0 (233)65 (242)
Transfers into Level 3
(b)
  
36
   
-
   
-
   
-
   
36
 
Transfers into Level 3(b)
49 0 0 0 49 
 
Balance, end of period
 $
183
   
993
   
10
   
(163)
   
1,023
 Balance, end of period$161 656 53 (201)669 
 
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 December 31, 2019
(c)
 $
(1)
   
(250)
   
20
   
(107)
   
(338)
 
 
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 December 31, 2020(c)
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 December 31, 2020(c)
$3 (227)58 (103)(269)
(a)Net interest rate derivatives include derivative assets and liabilities of $61 and $8, respectively, as of December 31, 2020.
(a)
Net interest rate derivatives include derivative assets and liabilities of
$18
and
$8
, respectively, as of
December 31, 2019
.
(b)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.
(c)Includes interest income and expense.
(b)Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.
(d)There were no unrealized gains or losses for the period included in other comprehensive income for instruments still held at December 31, 2020.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the year ended December 31, 2019 ($ in millions)Residential Mortgage LoansServicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives
Total Fair Value
Balance, beginning of period$179 938 (1)(125)991 
Total (losses) gains (realized/unrealized):
Included in earnings(1)(376)145 (107)(339)
Purchases/originations431 (3)428 
Settlements(31)(131)69 (93)
Transfers into Level 3(b)
36 36 
Balance, end of period$183 993 10 (163)1,023 
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 December 31, 2019(c)
$(1)(250)20 (107)(338)
(c)Includes interest income and expense.
(a)Net interest rate derivatives include derivative assets and liabilities of $18 and $8, respectively, as of December 31, 2019.
(b)Includes certain residential mortgage loans held for sale that were transferred to held for investment.
  
 
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
 
 
    Residential    
    
Interest Rate
     
 
Mortgage
  
Servicing
  
Derivatives,
  
Equity
  
Total       
 
For the year ended December 31, 2018 ($ in millions)
 
Loans
  
Rights
  
Net
(a)
  
Derivatives
  
Fair Value  
 
  
Balance, beginning of period
 $
137
   
858
   
3
   
(137)
   
861
 
Total (losses) gains (realized/unrealized):
               
Included in earnings
  
(3)
   
(83)
   
72
   
(59)
   
(73)
 
Purchases/originations
  
-
   
163
   
(5)
   
-
   
158
 
Settlements
  
(19)
   
-
   
(71)
   
71
   
(19)
 
Transfers into Level 3
(b)
  
64
   
-
   
-
   
-
   
64
 
  
Balance, end of period
 $
179
   
938
   
(1)
   
(125)
   
991
 
  
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 December 31, 2018
(c)
 $
(3)
   
(4)
   
9
   
(59)
   
(57)
 
  
(c)Includes interest income and expense.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
For the year ended December 31, 2018 ($ in millions)Residential Mortgage LoansServicing
Rights
Interest Rate
Derivatives,
Net(a)
Equity
Derivatives
Total Fair Value
Balance, beginning of period$137 858 (137)861 
Total (losses) gains (realized/unrealized):
Included in earnings(3)(83)72 (59)(73)
Purchases/originations163 (5)158 
Settlements(19)(71)71 (19)
Transfers into Level 3(b)
64 64 
Balance, end of period$179 938 (1)(125)991 
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 December 31, 2018(c)
$(3)(4)(59)(57)
(a)Net interest rate derivatives include derivative assets and liabilities of $7 and $8, respectively, as of December 31, 2018.
(a)Net interest rate derivatives include derivative assets and liabilities of $7 and $8, respectively, as of December 31, 2018.
(b)Includes certain residential mortgage loans held for sale that were transferred to held for investment.
(b)Includes certain residential mortgage loans held for sale that were transferred to held for investment.
(c)Includes interest income and expense.
(c)Includes interest income and expense.
  
 
        Fair Value Measurements Using Significant Unobservable Inputs (Level 3)     
 
 
Residential
    
Interest Rate
  
Equity
   
 
Mortgage
  
Servicing
  
Derivatives,
  
Derivatives,
  
Total       
 
For the year ended December 31, 2017 ($ in millions)
 
Loans
  
Rights
  
Net
(a)
  
Net
  
Fair Value   
 
  
Balance, beginning of period
 $
143
   
744
   
8
   
(91)
   
804
 
Total (losses) gains (realized/unrealized):
               
Included in earnings
  
1
   
(122)
   
94
   
(80)
   (107) 
Purchases/originations
  
-
   
236
   
(2)
   
-
   
234
 
Settlements
  
(23)
   
-
   
(97)
   
34
   (86) 
Transfers into Level 3
(b)
  
16
   
-
   
-
   
-
   
16
 
  
Balance, end of period
 $
137
   
858
   
3
   
(137)
   
861
 
  
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 December 31, 2017
(c)
 $
1
   
(122)
   
10
   
(80)
   (191) 
  
(a)Net interest rate derivatives include derivative assets and liabilities of $8 and $5, respectively, as of December 31, 2017.
(b)Includes certain residential mortgage loans held for sale that were transferred to held for investment.
(c)Includes interest income and expense.

183221 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The total gainslosses and lossesgains 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 Consolidated Statements of Income for the years ended December 31, 2020, 2019 2018 and 20172018 as follows:
 
($ in millions)
 
2019
  
2018
  
2017       
 ($ in millions)202020192018
 
Mortgage banking net revenue
 $
(235
)  
(16
)  
(29)
 Mortgage banking net revenue$(291)(235)(16)
Corporate banking revenue
  
3
   
2
   
2
 
Commercial banking revenueCommercial banking revenue2 
Other noninterest income
  
(107
)  
(59
)  
(80)
 Other noninterest income(104)(107)(59)
 
Total losses
 $
(339
)  
(73
)  
(107)
 Total losses$(393)(339)(73)
 

The total gainslosses and lossesgains included in earnings attributable to changes in unrealized gains and losses related to Level 3 assets and liabilities still held at December 31, 2020, 2019 2018 and 20172018 were recorded in the Consolidated Statements of Income as follows:
($ in millions)202020192018
Mortgage banking net revenue$(167)(233)
Commercial banking revenue2 
Other noninterest income(104)(107)(59)
Total losses$(269)(338)(57)
  
($ in millions)
 
2019
  
2018 
  
2017       
 
  
Mortgage banking net revenue
 $
(233
)  
-
   
(113)
 
Corporate banking revenue
  
2
   
2
   
2
 
Other noninterest income
  
(107
)  
(59
)  
(80)
 
  
Total losses
 $
(338
)  
(57
)  
(191)
 
  

The following tables present information as of December 31, 2019 and 2018 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 December 31, 2019 ($ in millions)
 
 
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)
Financial Instrument
 
    Fair Value
  
     Valuation Technique    
 
Significant Unobservable
Inputs
 
Ranges of
Inputs
  
Weighted-
Average
 Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable
Inputs
Range of InputsWeighted-Average
 
Residential mortgage loans
  
$          183    
  
Loss rate model
 
    Interest rate risk factor
  
(9.2)
 -
 9.8%
   
(0.2)%
 Residential mortgage loans$161 Loss rate modelInterest rate risk factor(8.2)-7.8%1.7 %(a)
   �� 
    Credit risk factor
  
0 - 26.5%
   
0.5%
 Credit risk factor0 -25.7%0.6 %(a)
 (Fixed)17.8 %(b)
Servicing rights
  
            993    
  
DCF
 
    Prepayment speed
  
0.5 - 97.0%
   
(Fixed) 13.0%
(Adjustable) 22.6%
 Servicing rights656 DCFPrepayment speed0.5 -99.9%(Adjustable)22.6 %(b)
     
    OAS (bps)
  
507 - 1,513
   
(Fixed) 602 (Adjustable) 921
 (Fixed)723(b)
 OAS (bps)536 -1,587(Adjustable)950(b)
IRLCs, net
  
            18    
  
DCF
 
    Loan closing rates
  
7.3 - 97.1%
   
81.7%
 IRLCs, net57 DCFLoan closing rates18.1 -97.2%60.8 %(c)
 
Swap associated with the sale of Visa, Inc. Class B Shares
  
            (163)    
  
DCF
 
    Timing of the resolution
of the Covered Litigation
  
Q1 2022
 -
Q4 2023
   
Q3 2022
 Swap associated with the sale of Visa, Inc. Class B Shares(201)DCFTiming of the resolution of the Covered LitigationQ3 2022-Q3 2024Q2 2023(d)
 
  
As of December 31, 2018 ($ in millions)
 
  
          Financial Instrument
 
    Fair Value
  
     Valuation Technique    
 
Significant Unobservable
Inputs
 
Ranges of
Inputs
  
Weighted-
Average
 
  
Residential mortgage loans
  
$          179      
  
Loss rate model
 
    Interest rate risk factor
  
(13.2)
 -
 9.4%
   
0.5%
 
     
    Credit risk factor
  
0 - 39.9%
   
0.7%
 
  
Servicing rights
  
          938    
  
DCF
 
    Prepayment speed
  
0.5 - 100%
   
(Fixed) 10.2%
(Adjustable) 23.0%
 
     
    OAS (bps)
  
441 - 1,513
   
(Fixed) 534
(Adjustable) 863
 
  
IRLCs, net
  
          7    
  
DCF
 
    Loan closing rates
  
9.5 - 96.7%
   
86.0%
 
  
Swap associated with the sale of Visa, Inc. Class B Shares
  
          (125)    
  
DCF
 
    Timing of the resolution
of the Covered Litigation
  
Q1 2021 -
Q4 2023
   
Q4 2021
 
  
(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 December 31, 2019 ($ in millions)
Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable
Inputs
Range of InputsWeighted-Average
Residential mortgage loans$183 Loss rate modelInterest rate risk factor(9.2)-9.8%(0.2)%
Credit risk factor-26.5%0.5 %
(Fixed)13.0 %
Servicing rights993 DCFPrepayment speed0.5 -97.0%(Adjustable)22.6 %
(Fixed)602
OAS (bps)507 -1,513(Adjustable)921
IRLCs, net18 DCFLoan closing rates7.3 -97.1%81.7 %
Swap associated with the sale of Visa, Inc. Class B Shares(163)DCFTiming of the resolution of the Covered LitigationQ1 2022-Q4 2023Q3 2022

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.

184  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables provide the fair value hierarchy and carrying amount of all assets that were held as of December 31, 20192020 and 20182019 and for which a nonrecurring fair value adjustment was recorded during the years ended December 31, 20192020 and 2018,2019, 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.
222 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurements UsingTotal (Losses) Gains
As of December 31, 2020 ($ in millions)Level 1  Level 2Level 3    Total For the year ended December 31, 2020
Commercial loans held for sale$0 8 16 24 (5)
Commercial and industrial loans0 0 422 422 (176)
Commercial mortgage loans0 0 78 78 (54)
Commercial leases0 0 4 4 (13)
Consumer loans0 0 159 159 1 
OREO0 0 20 20 (7)
Bank premises and equipment0 0 26 26 (30)
Operating lease equipment0 0 35 35 (6)
Private equity investments0 27 69 96 18 
Total$0 35 829 864 (272)
Fair Value Measurements UsingTotal (Losses) Gains
As of December 31, 2019 ($ in millions)Level 1Level 2Level 3TotalFor the year ended December 31, 2019
Commercial and industrial loans$169 169 (96)
Commercial mortgage loans12 12 
Commercial leases20 20 (6)
OREO13 13 (6)
Bank premises and equipment27 27 (27)
Operating lease equipment(3)
Private equity investments11 13 
Total$11 249 260 (130)

The following tables present information as of December 31, 2020 and 2019 about significant unobservable inputs related to the Bancorp’s categories of Level 3 financial assets and liabilities measured on a nonrecurring basis:
As of December 31, 2020 ($ in millions)
Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable InputsRanges of
Inputs
Weighted-Average    
 
Fair Value Measurements Using
    
Total (Losses) Gains
  
As of December 31, 2019 ($ in
millions)
 
    Level 1  
  
Level 2
  
    Level 3    
  
      Total 
  
For the year ended December 31, 2019
  
  
Commercial and industrial loans
 $
-
   
-
   
169
   
169
  
(96)
   
Commercial mortgage loans
  
-
   
-
   
12
   
12
  
-
  
  
 
Commercial leases
  
-
   
-
   
20
   
20
  
(6)
   
OREO
  
-
   
-
   
13
   
13
  
(6)
   
Bank premises and equipment
  
-
   
-
   
27
   
27
  
(27)
   
Operating lease equipment
  
-
   
-
   
6
   
6
  
(3)
   
Private equity investments
  
-
   
11
   
2
   
13
  
8
   
  
Total
 $
-
   
11
   
249
   
260
  
(130)
   
  
                
  
 
Fair Value Measurements Using
    
Total (Losses) Gains
  
As of December 31, 2018 ($ in millions)
 
Level 1
  
Level 2
  
Level 3
  
      Total
  
For the year ended December 31, 2018
  
  
Commercial loans held for sale
 $
-
   
-
   
16
   
16
  
(3)
   
Commercial and industrial loans
  
-
   
-
   
93
   
93
  
(41)
   
Commercial mortgage loans
  
-
   
-
   
2
   
2
  
7
   
Commercial leases
  
-
   
-
   
14
   
14
  
(11)
   
OREO
  
-
   
-
   
20
   
20
  
(7)
   
Bank premises and equipment
  
-
   
-
   
32
   
32
  
(45)
   
Operating lease equipment
  
-
   
-
   
-
   
-
  
(2)
   
Private equity investments
  
-
   
67
   
3
   
70
  
43
   
Other assets
  
-
   
-
   
2
   
2
  
(8)
   
  
Total
 $
-
   
67
   
182
   
249
  
(67)
   
  
The following tables present information as of December 31, 2019 and 2018 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured on a nonrecurring basis:    
Commercial loans held for sale$16Comparable company analysisMarket comparable transactionsNMNM
Commercial and industrial loans422Appraised valueCollateral valueNMNM
Commercial mortgage loans78Appraised valueCollateral valueNMNM
Commercial leases4Appraised valueCollateral valueNMNM
Consumer loans159Appraised valueCollateral valueNMNM
OREO20Appraised valueAppraised valueNMNM
Bank premises and equipment26Appraised valueAppraised valueNMNM
Operating lease equipment35Appraised valueAppraised valueNMNM
Private equity investments69Comparable company analysisMarket comparable transactionsNMNM
As of December 31, 2019 ($ in millions)
Financial InstrumentFair ValueValuation TechniqueSignificant Unobservable InputsRanges of  
Inputs  
Weighted-Average      
Commercial and industrial loans$169 Appraised valueCollateral valueNMNM
Commercial mortgage loans12 Appraised valueCollateral valueNMNM
Commercial leases20 Appraised valueCollateral valueNMNM
OREO13 Appraised valueAppraised valueNMNM
Bank premises and equipment27 Appraised valueAppraised valueNMNM
Operating lease equipmentAppraised valueAppraised valueNMNM
Private equity investmentsComparable company analysisMarket comparable transactionsNMNM

As of December 31, 2019 ($ in millions)
 
  
                
                Financial Instrument
 
    Fair Value
  
Valuation Technique
  
Significant Unobservable Inputs
  
Ranges of
Inputs
  
Weighted-Average
    
 
  
Commercial and industrial loans
 $
169
   
Appraised value
   
Collateral value
   
NM  
   
NM  
 
  
Commercial mortgage loans
  
12
   
Appraised value
   
Collateral value
   
NM  
   
NM  
 
  
Commercial leases
  
20
   
Appraised value
   
Collateral value
   
NM  
   
NM  
 
  
OREO
  
13
   
Appraised value
   
Appraised value
   
NM  
   
NM  
 
  
Bank premises and equipment
  
27
   
Appraised value
   
Appraised value
   
NM  
   
NM  
 
  
Operating lease equipment
  
6
   
Appraised value
   
Appraised value
   
NM  
   
NM  
 
  
Private equity investments
  
2
   
Comparable company analysis
   
Market comparable transactions
   
NM  
   
NM  
 
  
      
  
As of December 31, 2018 ($ in millions)
      
  
                
        Financial Instrument
 
      Fair Value
  
    Valuation Technique
  
      Significant Unobservable Inputs
  
Ranges of  
Inputs  
  
Weighted-Average
      
 
  
Commercial loans held for sale
 $
16
   
Appraised value
   
Appraised value
Costs to sell
   
NM  
NM  
   
NM  
10.0 %
 
  
Commercial and industrial loans
  
93
   
Appraised value
   
Collateral value
   
NM  
   
NM  
 
  
Commercial mortgage loans
  
2
   
Appraised value
   
Collateral value
   
NM  
   
NM  
 
  
Commercial leases
  
14
   
Appraised value
   
Collateral value
   
NM  
   
NM  
 
  
OREO
  
20
   
Appraised value
   
Appraised value
   
NM  
   
NM  
 
  
Bank premises and equipment
  
32
   
Appraised value
   
Appraised value
   
NM  
   
NM  
 
  
Operating lease equipment
  
-
   
Appraised value
   
Appraised value
   
NM  
   
NM  
 
  
Private equity investments
  -   
Liquidity discount applied to fund’s NAV
   
Liquidity discount
   
 0 
 -
 43.0 %
   
12.9 %
 
  
3
   
Comparable company analysis
   
Market comparable transactions
   
NM  
   
NM  
 
  
Other assets
  
2
   
Appraised value
   
Appraised value
   
NM  
   
NM  
 
  
Commercial loans held for sale
The Bancorp estimated the fair value of certain commercial loans held for sale during the year ended December 31, 2020, resulting in a negative fair value adjustment totaling $5 million. These valuations were based on quoted prices for similar assets in active markets (Level 2 of the valuation hierarchy), appraisals of the underlying collateral or by applying unobservable inputs such as an estimated market discount to the unpaid principal balance of the loans or the appraised values of the assets (Level 3 of the valuation hierarchy).

223 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Portfolio commercial loans and leases
During the years ended December 31, 20192020 and 2018,2019, the Bancorp recorded nonrecurring impairment adjustments to certain commercial and industrial loans, commercial mortgagecollateral-dependent portfolio loans and commercial leases held for investment.
Larger commercial loans included within aggregate borrower relationship balances exceeding $1 million that exhibit probable or observed credit weaknesses are subject to individual review for impairment. The Bancorp considers the current value of collateral, credit quality of any guarantees, the guarantor’s liquidity and willingness to cooperate, the loan structure
185  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and other factors when evaluating whether an individual loan is impaired.leases. When the loan is collateral dependent,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 carrying value exceeds the fair value, an impairment loss is recognized. The fair values and recognized impairment losses are reflected in the previous tables. Commercial Credit Risk, which reports to the Bancorp’s Chief Risk Officer, is responsible for preparing and reviewing the fair value estimates for commercial loans held for investment.

OREO
During the years ended December 31, 20192020 and 2018,2019, the Bancorp recorded nonrecurring adjustments to certain commercial and residential real estate properties 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. For both the years ended December 31, 20192020 and 2018,2019, these losses include $3 million and $4 million, respectively,in losses recorded as charge-offs on new OREO properties transferred from loans during the respective periods and $4 million and $3 million, for both periodsrespectively, recorded as negative fair value adjustments on OREO in other noninterest expense in the Consolidated Statements of Income subsequent to their transfer from loans. As discussed in the following paragraphs, theThe 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.
The Real Estate Valuation department is solely responsible for managing the appraisal process and evaluating the appraisals for commercial properties transferred to OREO. All appraisals on commercial OREO properties are updated on at least an annual basis.
The Real Estate Valuation department reviews the BPO data and internal market information to determine the initial
charge-off
on residential real estate loans transferred to OREO. Once the foreclosure process is completed, the Bancorp performs an interior inspection to update the initial fair value of the property. These properties are reviewed at least every 30 days after the initial interior inspections are completed. The Asset Manager receives a monthly status report for each property which includes the number of showings, recently sold properties, current comparable listings and overall market conditions.
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 property values, resulting in a classification within Level 3 of the valuation hierarchy. Enterprise Workplace Services, which reports to the Bancorp’s Chief Human Resources Officer, in conjunction with Accounting, are responsible for preparing and reviewing the fair value estimates for bank premises and equipment. For further information on bank premises and equipment, refer to Note 8.
Operating lease equipment and other assets
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. The Equipment Finance department, which reports to the Bancorp’s Head of Commercial Banking, is responsible for preparing and reviewing the fair value estimates for operating
lease

equipment
.
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 recognized gains of $13$23 million and $64$13 million during the years ended December 31, 20192020 and 2018,2019, respectively, resulting from observable price changes. The carrying value of the Bancorp’s private equity investments still held as of December 31, 20192020 includes a cumulative $47$69 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 recognized impairment charges of $5$9 million and $12$5 million during the years ended December 31, 2020 and 2019, and 2018, respectively. During the year ended December 31, 2020, the Bancorp recognized a gain of $4 million on the sale of certain private equity investments that previously recognized an impairment. The carrying value of the Bancorp’s private equity investments still held as of December 31, 20192020 includes a cumulative $17$21 million of impairment charges recognized since adoption of the measurement alternative to fair value on January 1, 2018.

The Bancorp did 0t recognize any OTTI during the year ended December 31, 2019 and recognized $10 million of OTTI primarily associated with certain nonconforming investments affected by the Volcker Rule during the year ended December 31, 2018. The Bancorp performed nonrecurring fair value measurements on a fund by fund basis to determine whether OTTI existed. The Bancorp estimated the fair value of the funds by applying an estimated market discount to the reported NAV of the fund or through a discounted cash flow analysis. Because the length of time until the investment will become redeemable is generally not certain, these funds were classified within Level 3 of the valuation hierarchy. An adverse change in the reported NAVs or estimated market discounts, where applicable, would result in a decrease in the fair value estimate.
186  Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In cases where the carrying value exceeds the fair value, an impairment loss is recognized. The Bancorp’s Private Equity department, which reports to the Head of Consumer Banking, Payments and Strategy, in conjunction with Accounting, is responsible for preparing and reviewing the fair value estimates.
Fair Value Option
The Bancorp elected to measure certain residential mortgage and commercial 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. Electing to measure certain commercial loans held for sale at fair value reduces certain timing differences and better reflects changes in fair value of these assets that are expected to be sold in the short term. Management’s intent to sell residential mortgage or commercial 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.

224 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair value changes recognized in earnings for residential mortgage loans held at December 31, 20192020 and 20182019 for which the fair value option was elected, as well as the changes in fair value of the underlying IRLCs, included gains of $75 million and $37 million, and $20 million, respectively.
These gains are reported in mortgage banking net revenue in the Consolidated Statements of Income. The Bancorp did not hold any commercial loans held for sale at December 31, 2019 for which the fair value option was elected. Fair value changes recognized in earnings for commercial loans held at December 31, 2018 for which the fair value option was elected included gains of an immaterial amount.

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 $1 million at both December 31, 20192020 and 2018. Valuation adjustments related to instrument-specific credit risk for commercial loans measured at fair value had an immaterial impact on the fair value of those loans at December 31, 2018.2019. 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 Consolidated Statements of Income.

The following table summarizes the difference between the fair value and the unpaid principal balance for residential mortgage loans and commercial loans measured at fair value as of:
($ in millions)
 
    Aggregate
    Fair Value
  
Aggregate Unpaid    
Principal Balance    
  
Difference        
($ in millions)Aggregate  Fair ValueAggregate Unpaid Principal BalanceDifference
December 31, 2020December 31, 2020
Residential mortgage loans measured at fair valueResidential mortgage loans measured at fair value$1,642 1,567 75 
Past due loans of 90 days or morePast due loans of 90 days or more3 3 0 
Nonaccrual loansNonaccrual loans0 0 0 
December 31, 2019
       December 31, 2019
Residential mortgage loans measured at fair value
 $
1,447
   
1,410
  
37
Residential mortgage loans measured at fair value$1,447 1,410 37 
Past due loans of 90 days or more
  
2
   
2
  
-
Past due loans of 90 days or more0 
Nonaccrual loans
  
1
   
1
  
-
Nonaccrual loans0 
December 31, 2018
       
Residential mortgage loans measured at fair value
 $
716
   
696
  
20
Past due loans of 90 days or more
  
2
   
2
  
-
Nonaccrual loans
  
2
   
2
  
-
Commercial loans measured at fair value
  
7
   
7
  
-

187225 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 CarryingFair Value Measurements Using        Total
As of December 31, 2020 ($ in millions)As of December 31, 2020 ($ in millions)AmountLevel 1Level 2Level 3Fair Value
Financial assets:Financial assets:
Cash and due from banksCash and due from banks$3,147 3,147 0 0 3,147 
Other short-term investmentsOther short-term investments33,399 33,399 0 0 33,399 
Other securitiesOther securities524 0 524 0 524 
Held-to-maturity securitiesHeld-to-maturity securities11 0 0 11 11 
Loans and leases held for saleLoans and leases held for sale3,260 0 0 3,269 3,269 
Portfolio loans and leases:Portfolio loans and leases:
Commercial and industrial loansCommercial and industrial loans48,764 0 0 49,140 49,140 
Commercial mortgage loansCommercial mortgage loans10,200 0 0 9,968 9,968 
Commercial construction loansCommercial construction loans5,691 0 0 5,860 5,860 
Commercial leasesCommercial leases2,886 0 0 2,842 2,842 
Residential mortgage loansResidential mortgage loans15,473 0 0 16,884 16,884 
Home equityHome equity4,982 0 0 5,275 5,275 
Indirect secured consumer loansIndirect secured consumer loans13,522 0 0 13,331 13,331 
Credit cardCredit card1,755 0 0 1,934 1,934 
Other consumer loansOther consumer loans2,895 0 0 3,098 3,098 
Total portfolio loans and leases, netTotal portfolio loans and leases, net$106,168 0 0 108,332 108,332 
Financial liabilities:Financial liabilities:
DepositsDeposits$159,081 0 159,094 0 159,094 
Federal funds purchasedFederal funds purchased300 300 0 0 300 
Other short-term borrowingsOther short-term borrowings1,192 0 1,192 0 1,192 
Long-term debtLong-term debt14,973 15,606 923 0 16,529 
 
Net Carrying  
  
        Fair Value Measurements Using        
 
Total      
 
       Net CarryingFair Value Measurements Using        Total
As of December 31, 2019 ($ in millions)
 
Amount  
  
    Level 1    
  
    Level 2    
  
    Level 3      
  
  Fair Value      
 As of December 31, 2019 ($ in millions)AmountLevel 1Level 2Level 3Fair Value
 
Financial assets:
               Financial assets:
Cash and due from banks
 $
3,278
   
3,278
   
-
   
-
   
3,278
 Cash and due from banks$3,278 3,278 3,278 
Other short-term investments
  
1,950
   
1,950
   
-
   
-
   
1,950
 Other short-term investments1,950 1,950 1,950 
Other securities
  
556
   
-
   
556
   
-
   
556
 Other securities556 556 556 
Held-to-maturity
securities
  
17
   
-
   
-
   
17
   
17
 Held-to-maturity securities17 17 17 
Loans and leases held for sale
  
136
   
-
   
-
   
136
   
136
 Loans and leases held for sale136 136 136 
Portfolio loans and leases:
               Portfolio loans and leases:
Commercial and industrial loans
  
49,981
   
-
   
-
   
51,128
   
51,128
 Commercial and industrial loans49,981 51,128 51,128 
Commercial mortgage loans
  
10,876
   
-
   
-
   
10,823
   
10,823
 Commercial mortgage loans10,876 10,823 10,823 
Commercial construction loans
  
5,045
   
-
   
-
   
5,249
   
5,249
 Commercial construction loans5,045 5,249 5,249 
Commercial leases
  
3,346
   
-
   
-
   
3,133
   
3,133
 Commercial leases3,346 3,133 3,133 
Residential mortgage loans
  
16,468
   
-
   
-
   
17,509
   
17,509
 Residential mortgage loans16,468 17,509 17,509 
Home equity
  
6,046
   
-
   
-
   
6,315
   
6,315
 Home equity6,046 6,315 6,315 
Indirect secured consumer loans
  
11,485
   
-
   
-
   
11,331
   
11,331
 Indirect secured consumer loans11,485 11,331 11,331 
Credit card
  
2,364
   
-
   
-
   
2,774
   
2,774
 Credit card2,364 2,774 2,774 
Other consumer loans
  
2,683
   
-
   
-
   
2,866
   
2,866
 Other consumer loans2,683 2,866 2,866 
Unallocated ALLL
  
(121
)  
-
   
-
   
-
   
-
 Unallocated ALLL(121)
 
Total portfolio loans and leases, net
 $
108,173
   
-
   
-
   
111,128
   
111,128
 Total portfolio loans and leases, net$108,173 111,128 111,128 
 
Financial liabilities:
               Financial liabilities:
Deposits
 $
127,062
   
-
   
127,059
   
-
   
127,059
 Deposits$127,062 127,059 127,059 
Federal funds purchased
  
260
   
260
   
-
   
-
   
260
 Federal funds purchased260 260 260 
Other short-term borrowings
  
1,011
   
-
   
1,011
   
-
   
1,011
 Other short-term borrowings1,011 1,011 1,011 
Long-term debt
  
14,970
   
15,244
   
700
   
-
   
15,944
 Long-term debt14,970 15,244 700 15,944 
 
     
 
 
Net Carrying
  
        Fair Value Measurements Using        
 
Total      
 
       
As of December 31, 2018 ($ in millions)
 
Amount
  
Level 1
  
Level 2
  
Level 3
  
Fair Value      
 
 
Financial assets:
               
Cash and due from banks
 $
2,681
   
2,681
   
-
   
-
   
2,681
 
Other short-term investments
  
1,825
   
1,825
   
-
   
-
   
1,825
 
Other securities
  
552
   
-
   
552
   
-
   
552
 
Held-to-maturity
securities
  
18
   
-
   
-
   
18
   
18
 
Loans and leases held for sale
  
63
   
-
   
-
   
63
   
63
 
Portfolio loans and leases:
               
Commercial and industrial loans
  
43,825
   
-
   
-
   
44,668
   
44,668
 
Commercial mortgage loans
  
6,894
   
-
   
-
   
6,851
   
6,851
 
Commercial construction loans
  
4,625
   
-
   
-
   
4,688
   
4,688
 
Commercial leases
  
3,582
   
-
   
-
   
3,180
   
3,180
 
Residential mortgage loans
  
15,244
   
-
   
-
   
15,688
   
15,688
 
Home equity
  
6,366
   
-
   
-
   
6,719
   
6,719
 
Indirect secured consumer loans
  
8,934
   
-
   
-
   
8,717
   
8,717
 
Credit card
  
2,314
   
-
   
-
   
2,759
   
2,759
 
Other consumer loans
  
2,309
   
-
   
-
   
2,428
   
2,428
 
Unallocated ALLL
  
(110
)  
-
   
-
   
-
   
-
 
 
Total portfolio loans and leases, net
 $
93,983
   
-
   
-
   
95,698
   
95,698
 
 
Financial liabilities:
               
Deposits
 $
108,835
   
-
   
108,782
   
-
   
108,782
 
Federal funds purchased
  
1,925
   
1,925
   
-
   
-
   
1,925
 
Other short-term borrowings
  
573
   
-
   
573
   
-
   
573
 
Long-term debt
  
14,426
   
14,287
   
445
   
-
   
14,732
 
 

188226 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
30. REGULATORY CAPITAL REQUIREMENTS AND CAPITAL RATIOSRegulatory Capital Requirements and Capital Ratios
The Board of Governors of the Federal Reserve System issued capital adequacy guidelines pursuant to which it assesses the adequacy of capital in examining and supervising a BHC. These guidelines include quantitative measures that assign risk weightings to assets and
off-balance
sheet items, as well as define and set minimum regulatory capital requirements.
The regulatory capital requirements were revised by the Banking Agencies with the Basel III Final Rule which was effective for the Bancorp on January 1, 2015. It established quantitative measures defining minimum regulatory capital requirements as well as the measure of “well-capitalized” status. Additionally, the Banking Agencies issued similar guidelines for minimum regulatory capital requirements and “well-capitalized” measurements for banking subsidiaries.

PRESCRIBED CAPITAL RATIOS
The following table summarizes the prescribed capital ratios for the Bancorp and its banking subsidiary.
Minimum      Well-Capitalized
CET1 capital:
Fifth Third Bancorp4.50 %N/A
Fifth Third Bank, National Association4.50 6.50 
Tier I risk-based capital:
Fifth Third Bancorp6.00 6.00 
Fifth Third Bank, National Association6.00 8.00 
Total risk-based capital:
Fifth Third Bancorp8.00 10.00 
Fifth Third Bank, National Association8.00 10.00 
Tier I leverage:
Fifth Third Bancorp4.00 N/A
Fifth Third Bank, National Association4.00 5.00 

Failure
to meet the minimum capital requirements or falling below the “well-capitalized” measure can initiate certain actions by regulators that could have a direct material effect on the Consolidated Financial Statements of the Bancorp. Additionally, the Basel III Final Rule includesThe Bancorp was subject to a capital conservation buffer requirement of 2.5%, in addition to the minimum capital requirements of the CET1, Tier I capital and Total risk-based capital ratios, in order to avoid limitations on certain capital distributions and discretionary bonus payments to executive
officers through September 30, 2020. On October 1, 2020, the Bancorp became subject to the stress capital buffer requirement which replaced the capital conservation buffer. During each supervisory stress testing cycle, the FRB uses the Bancorp’s supervisory stress test to determine its stress capital buffer, subject to a floor of 2.5%. On August 7, 2020, the FRB provided the Bancorp a final stress capital buffer requirement of 2.5% which is effective for the period of October 1, 2020 to September 30, 2021. After evaluating the Bancorp’s capital plan which was re-submitted on November 5, 2020, the FRB may update the Bancorp’s stress capital buffer until March 31, 2021. The Bancorp exceeded these “capital conservation buffer” and “stress capital buffer” ratios for all periods presented.
officers.

The
Bancorp and its banking subsidiary, Fifth Third Bank, National Association, had CET1 capital, Tier I risk-based capital, Total risk-based capital and Tier I leverage ratios above the “well-capitalized” levels at both December 31, 20192020 and 2018.2019. To continue to qualify for financial holding company status pursuant to the Gramm-Leach-Bliley Act of 1999, the Bancorp’s banking subsidiary must, among other things, maintain “well-capitalized” capital ratios. In addition, the Bancorp exceeded the “capital conservation buffer” ratio for all
periods

presented
.
The following table presents capital and risk-based capital and leverage ratios for the Bancorp and its banking subsidiary at December 31:
 
 
2019
 
2018
 20202019
($ in millions)
 
Amount
  
Ratio        
  
      Amount
  
Ratio      
 ($ in millions)AmountRatio        AmountRatio      
 
CET1 capital:
            CET1 capital:
Fifth Third Bancorp
 $
13,847
   
9.75 %
  $
12,534
   
10.24 %
 Fifth Third Bancorp$14,682 10.34 %$13,847 9.75 %
Fifth Third Bank, National Association
  
16,704
   
11.86
   
14,435
   
11.93
 Fifth Third Bank, National Association17,253 12.28 16,704 11.86 
Tier I risk-based capital:
            Tier I risk-based capital:
Fifth Third Bancorp
  
15,616
   
10.99
   
13,864
   
11.32
 Fifth Third Bancorp16,797 11.83 15,616 10.99 
Fifth Third Bank, National Association
  
16,704
   
11.86
   
14,435
   
11.93
 Fifth Third Bank, National Association17,253 12.28 16,704 11.86 
Total risk-based capital:
            Total risk-based capital:
Fifth Third Bancorp
  
19,661
   
13.84
   
17,723
   
14.48
 Fifth Third Bancorp21,412 15.08 19,661 13.84 
Fifth Third Bank, National Association
  
18,968
   
13.46
   
16,427
   
13.57
 Fifth Third Bank, National Association19,915 14.17 18,968 13.46 
Tier I leverage:
(a)
            
Tier I leverage:(a)
Fifth Third Bancorp
  
15,616
   
9.54
   
13,864
   
9.72
 Fifth Third Bancorp16,797 8.49 15,616 9.54 
Fifth Third Bank, National Association
  
16,704
   
10.36
   
14,435
   
10.27
 Fifth Third Bank, National Association17,253 8.85 16,704 10.36 
 
(a)Quarterly average assets are a component of the Tier I leverage ratio and for this purpose do not include goodwill and any other intangible assets and other investments that the Banking Agencies determines should be deducted from Tier I capital.
(a)Quarterly average assets are a component of the Tier I leverage ratio and for this purpose do not include goodwill and any other intangible assets and other investments that the Banking Agencies determine should be deducted from Tier I capital.
189227 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
31. Parent Company Financial Statements
Condensed Statements of Income (Parent Company Only)
For the years ended December 31 ($ in millions)202020192018
Income
Dividends from consolidated nonbank subsidiaries(a)
$1,285 2,155 1,890 
Securities gains, net1 
Interest on loans to subsidiaries17 24 24 
Total income1,303 2,181 1,914 
Expenses
Interest266 267 211 
Other26 65 34 
Total expenses292 332 245 
Income Before Income Taxes and Change in Undistributed Earnings of Subsidiaries1,011 1,849 1,669 
Applicable income tax benefit(65)(69)(50)
Income Before Change in Undistributed Earnings of Subsidiaries1,076 1,918 1,719 
Equity in undistributed earnings351 594 474 
Net Income Attributable to Bancorp$1,427 2,512 2,193 
Other Comprehensive Income0 
Comprehensive Income Attributable to Bancorp$1,427 2,512 2,193 
(a)The Bancorp’s indirect banking subsidiary paid dividends to the Bancorp’s direct nonbank subsidiary holding company of $1.3 billion, $2.0 billion and $1.9 billion for the years ended December 31, 2020, 2019 and 2018, respectively. Additionally, a $200 million dividend was paid by MB Financial, Inc. to the Bancorp during the year ended December 31, 2019.

Condensed Balance Sheets (Parent Company Only)
As of December 31 ($ in millions)20202019
Assets
Cash$120 118 
Other short-term investments5,578 4,723 
Equity securities49 49 
Loans to nonbank subsidiaries350 444 
Investment in nonbank subsidiaries25,214 23,779 
Goodwill80 80 
Other assets479 379 
Total Assets$31,870 29,572 
Liabilities
Other short-term borrowings$450 359 
Accrued expenses and other liabilities548 497 
Long-term debt (external)7,761 7,513 
Total Liabilities$8,759 8,369 
Equity
Common stock$2,051 2,051 
Preferred stock2,116 1,770 
Capital surplus3,635 3,599 
Retained earnings18,384 18,315 
Accumulated other comprehensive income2,601 1,192 
Treasury stock(5,676)(5,724)
Total Equity23,111 21,203 
Total Liabilities and Equity$31,870 29,572 
31. PARENT COMPANY FINANCIAL STATEMENTS
Condensed Statements of Income (Parent Company Only)
         
  
For the years ended December 31 ($ in millions)
  
2019    
   
            2018    
   
            2017            
 
  
Income
         
Dividends from subsidiaries:
         
  Consolidated nonbank subsidiaries
(a)
 $
2,155
   
1,890
   
2,343
 
Securities gains, net
  
2
   
-
   
-
 
Interest on loans to subsidiaries
  
24
   
24
   
21
 
  
Total income
  
2,181
   
1,914
   
2,364
 
  
Expenses
         
Interest
  
267
   
211
   
176
 
Other
  
65
   
34
   
42
 
  
Total expenses
  
332
   
245
   
218
 
  
Income Before Income Taxes and Change in Undistributed Earnings of Subsidiaries
  
1,849
   
1,669
   
2,146
 
Applicable income tax benefit
  
(69
)  
(50
)  
(68)
 
  
Income Before Change in Undistributed Earnings of Subsidiaries
  
1,918
   
1,719
   
2,214
 
Equity in undistributed earnings
  
594
   
474
   
(34)
 
  
Net Income Attributable to Bancorp
 $
2,512
   
2,193
   
2,180
 
  
Other Comprehensive Income
  
-
   
-
   
-
 
  
Comprehensive Income Attributable to Bancorp
 $
2,512
   
2,193
   
2,180
 
  
  a)
The Bancorp’s indirect banking subsidiary paid dividends to the Bancorp’s direct nonbank subsidiary holding company of
$2.0 billion
, $1.9 billion and $2.3 billion for the years ended
December 31,
2019
, 2018 and 2017, respectively. Additionally, a
$200 million
dividend was paid by MB Financial, Inc. to the Bancorp during the year ended
December 31, 2019
.
Condensed Balance Sheets (Parent Company Only)
         
  
As of December 31 ($ in millions)
     
            2019      
   
              2018           
 
  
Assets
         
Cash
  
                            
  $
118
   
120
 
Short-term investments
     
4,723
   
3,642
 
Equity securities
     
49
   
-
 
Loans to subsidiaries:
         
  Nonbank subsidiaries
     
444
   
571
 
  
Total loans to subsidiaries
     
444
   
571
 
  
Investment in subsidiaries:
         
  Nonbank subsidiaries
     
23,779
   
17,921
 
  
Total investment in subsidiaries
     
23,779
   
17,921
 
  
Goodwill
     
80
   
80
 
Other assets
     
379
   
268
 
  
Total Assets
    $
29,572
   
22,602
 
  
Liabilities
         
Other short-term borrowings
    $
359
   
253
 
Accrued expenses and other liabilities
     
497
   
424
 
Long-term debt (external)
     
7,513
   
5,675
 
  
Total Liabilities
    $
8,369
   
6,352
 
  
Equity
         
Common stock
    $
2,051
   
2,051
 
Preferred stock
     
1,770
   
1,331
 
Capital surplus
     
3,599
   
2,873
 
Retained earnings
     
18,315
   
16,578
 
Accumulated other comprehensive income (loss)
     
1,192
   
(112)
 
Treasury stock
     
(5,724)
   
(6,471)
 
Noncontrolling interests
     
-
   
-
 
  
Total Equity
     
21,203
   
16,250
 
  
Total Liabilities and Equity
    $
29,572
   
22,602
 
  
190228 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Condensed Statements of Cash Flows (Parent Company Only)   
For the years ended December 31 ($ in millions)202020192018
Operating Activities   
Net income$1,427 2,512 2,193 
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and accretion7 
Provision for (benefit from) deferred income taxes0 (11)
Securities gains, net(1)(2)
Equity in undistributed earnings(351)(594)(474)
Net change in:
Equity securities0 (49)
Other assets(1)(80)61 
Accrued expenses and other liabilities0 127 (120)
Net Cash Provided by Operating Activities1,081 1,910 1,667 
Investing Activities
Net change in:
Other short-term investments(855)(1,081)(149)
Loans to nonbank subsidiaries94 127 272 
Net cash paid on acquisition0 (469)
Net Cash (Used in) Provided by Investing Activities(761)(1,423)123 
Financing Activities
Net change in other short-term borrowings91 106 (62)
Dividends paid on common and preferred stock(858)(753)(565)
Proceeds from issuance of long-term debt1,243 2,235 895 
Repayment of long-term debt(1,100)(500)(500)
Issuance of preferred stock346 242 
Repurchase of treasury stock and related forward contract0 (1,763)(1,453)
Other, net(40)(56)(65)
Net Cash Used in Financing Activities(318)(489)(1,750)
Increase (Decrease) in Cash2 (2)40 
Cash at Beginning of Period118 120 80 
Cash at End of Period$120 118 120 
             
Condensed Statements of Cash Flows (Parent Company Only)            
  
For the years ended December 31 ($ in millions)         2019             2018                    2017           
  
Operating Activities            
Net income $2,512   2,193   2,180 
Adjustments to reconcile net income to net cash provided by operating activities:            
(Benefit from) provision for deferred income taxes  (11)   3   2 
Securities gains, net  (2)   -   - 
Equity in undistributed earnings  (594)   (474)   34 
Net change in:            
Equity securities  (49)   -   - 
Other assets  (80)   61   37 
Accrued expenses and other liabilities  134   (116)   (15) 
  
Net Cash Provided by Operating Activities  1,910   1,667   2,238 
  
Investing Activities            
Net change in:            
Short-term investments  (1,081)   (149)   (419) 
Loans to subsidiaries  127   272   126 
Net cash paid on acquisition  (469)   -   - 
  
Net Cash (Used in) Provided by Investing Activities  (1,423)   123   (293) 
  
Financing Activities            
Net change in other short-term borrowings  106   (62)   (29) 
Dividends paid on common stock  (660)   (467)   (430) 
Dividends paid on preferred stock  (93)   (98)   (75) 
Proceeds from issuance of long-term debt  2,235   895   697 
Repayment of long-term debt  (500)   (500)   (500) 
Issuance of preferred stock  242   -   - 
Repurchase of treasury stock and related forward contract  (1,763)   (1,453)   (1,605) 
Other, net  (56)   (65)   (53) 
  
Net Cash Used in Financing Activities  (489)   (1,750)   (1,995) 
  
(Decrease) Increase in Cash  (2)   40   (50) 
Cash at Beginning of Period  120   80   130 
  
Cash at End of Period $118   120   80 
  

191229 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
32. BUSINESS SEGMENTSBusiness Segments
The Bancorp reports on 4 business segments: Commercial Banking, Branch Banking, Consumer Lending 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 credit rates for several deposit products were reset January 1, 2019 to reflectIn general, the current market rates and updated market assumptions. These rates were generally higher than those in place during 2018, thus net interest income for deposit-providing business segments was positively impacted during 2019. FTP charge rates on assets have declined since December 31, 2019 as they were affected by the prevailing level of interest rates and by the duration and repricing characteristics of the portfolio. As overall marketThe credit rates increased, the FTP charge increasedfor deposit products also declined due to lower interest rates and modified assumptions. Thus, net interest income for asset-generating business segments improved while deposit-providing business segments were negatively impacted during 2019.
the year ended December 31, 2020.

The Bancorp’s methodology for allocating provision for credit losses expense 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 expense 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 cross-sellrelationship 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.

Branch Banking
provides a full range of deposit and loan and lease products to individuals and small businesses through 1,1491,134 full-service banking centers. Branch Banking offers depository and loan products, such as checking and savings accounts, home equity loans and lines of credit, credit cards and loans for automobiles and other personal financing needs, as well as products designed to meet the specific needs of small businesses, including cash management services.

Consumer Lending
includes the Bancorp’s residential mortgage, automobile and other indirect lending activities. Residential mortgage activities within Consumer Lending include the origination, retention and servicing of residential mortgage loans, sales and securitizations of those loans, pools of loans and all associated hedging activities. Residential mortgages are primarily originated through a dedicated sales force and through third-party correspondent lenders. Automobile and other indirect lending activities include extending loans to consumers through automobile dealers, motorcycle dealers, powersport dealers, recreational vehicle dealers and marine dealers.

Wealth and Asset Management
provides a full range of investment alternatives for individuals, companies and
not-for-profit
organizations. Wealth and Asset Management is made up of four main businesses: FTS, an indirect wholly-owned subsidiary of the Bancorp; Fifth Third Insurance Agency; 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 Insurance Agency assists clients with their financial and risk management needs. 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,
nonprofits, states and municipalities.

192230 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the results of operations and assets by business segment for the years ended December 31:​​​​​​​
  
2019 ($ in millions)
 
Commercial
Banking   
  
Branch  
Banking  
  
Consumer
Lending
  
Wealth
and Asset
Management
  
General
Corporate
and Other
  
Eliminations
  
Total      
 
  
Net interest income
 $
2,360
   
2,371
   
325
   
182
   
(441
)  
-
   
4,797
 
Provision for credit losses
  
183
   
224
   
49
   
-
   
15
   
-
   
471
 
  
Net interest income after provision for credit losses
  
2,177
   
2,147
   
276
   
182
   
(456
)  
-
   
4,326
 
Noninterest income:
                     
Corporate banking revenue
  
565
(c)
   
4
   
-
   
1
   
-
   
-
   
570
 
Service charges on deposits
  
308
   
260
   
-
   
1
   
(4
)  
-
   
565
 
Wealth and asset management revenue
  
3
   
158
   
-
   
469
   
-
   
(143)
(a)
   
487
 
Card and processing revenue
  
66
   
285
   
-
   
3
   
6
   
-
   
360
 
Mortgage banking net revenue
  
-
   
6
   
279
   
2
   
-
   
-
   
287
 
Other noninterest income
(b)
  
245
   
89
   
14
   
13
   
863
   
-
   
1,224
 
Securities gains, net
  
-
   
-
   
-
   
-
   
40
   
-
   
40
 
Securities gains, net -
non-qualifying
hedges on MSRs
  
-
   
-
   
3
   
-
   
-
   
-
   
3
 
  
Total noninterest income
  
1,187
   
802
   
296
   
489
   
905
   
(143
)  
3,536
 
Noninterest expense:
                     
Salaries, wages and incentives
  
406
   
489
   
158
   
185
   
763
   
-
   
2,001
 
Employee benefits
  
60
   
112
   
38
   
32
   
175
   
-
   
417
 
Technology and communications
  
11
   
4
   
8
   
1
   
398
   
-
   
422
 
Net occupancy expense
(e)
  
28
   
173
   
10
   
13
   
108
   
-
   
332
 
Card and processing expense
  
8
   
123
   
-
   
1
   
(2
)  
-
   
130
 
Equipment expense
  
25
   
48
   
-
   
1
   
55
   
-
   
129
 
Other noninterest expense
  
1,083
   
911
   
241
   
296
   
(1,159
)  
(143
)  
1,229
 
  
Total noninterest expense
  
1,621
   
1,860
   
455
   
529
   
338
   
(143
)  
4,660
 
  
Income before income taxes
  
1,743
   
1,089
   
117
   
142
   
111
   
-
   
3,202
 
Applicable income tax expense
  
319
   
229
   
25
   
30
   
87
   
-
   
690
 
  
Net income
  
1,424
   
860
   
92
   
112
   
24
   
-
   
2,512
 
  
Total goodwill
 $
1,954
   
2,046
   
-
   
252
   
-
   
-
   
4,252
 
  
Total assets
 $
74,570
   
69,413
   
26,555
   
10,500
   
(11,669)
(d)
   
-
   
169,369
 
  
2020 ($ in millions)Commercial
Banking
Branch BankingConsumer LendingWealth
and Asset
Management
General
Corporate
and Other
EliminationsTotal
Net interest income$1,903 1,667 381 139 692 0 4,782 
Provision for (benefit from) credit losses1,050 231 34 3 (221)0 1,097 
Net interest income after provision for (benefit
      from) credit losses
853 1,436 347 136 913 0 3,685 
Noninterest income:
Service charges on deposits343 215 0 1 0 0 559 
Commercial banking revenue524 5 0 2 (3)0 528 
Wealth and asset management revenue3 172 0 498 0 (153)(a)520 
Card and processing revenue54 283 0 2 13 0 352 
Mortgage banking net revenue0 8 307 5 0 0 320 
Leasing business revenue276 (c)0 0 0 0 0 276 
Other noninterest income(b)
101 68 10 18 14 0 211 
Securities gains, net0 0 0 0 62 0 62 
Securities gains, net -non-qualifying hedges
on MSRs
0 0 2 0 0 0 2 
Total noninterest income1,301 751 319 526 86 (153)2,830 
Noninterest expense:
Compensation and benefits557 649 221 218 945 0 2,590 
Technology and communications13 4 8 1 336 0 362 
Net occupancy expense(e)
31 176 10 12 121 0 350 
Leasing business expense140 0 0 0 0 0 140 
Equipment expense27 41 0 1 61 0 130 
Card and processing expense7 116 0 1 (3)0 121 
Marketing expense8 32 3 2 59 0 104 
Other noninterest expense938 851 276 298 (1,289)(153)921 
Total noninterest expense1,721 1,869 518 533 230 (153)4,718 
Income before income taxes433 318 148 129 769 0 1,797 
Applicable income tax expense46 67 31 27 199 0 370 
Net income387 251 117 102 570 0 1,427 
Total goodwill$1,980 2,047 0 231 0 0 4,258 
Total assets$70,241 79,982 30,480 12,466 11,511 (d)0 204,680 
(a)Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Consolidated Statements of Income. 
(a)Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Consolidated Statements of Income. 
(b)Includes impairment charges of $30 for branches and land. For more information, refer to Note 8 and Note 29. 
(b)
Includes impairment charges of
$28
for branches and land. For more information, refer to Note 8 and Note 29. 
(c)Includes impairment charges of $7 for operating lease equipment. For more information, refer to Note 9 and Note 29. 
(d)Includes bank premises and equipment of $35 classified as held for sale. For more information, refer to Note 8. 
(c)
Includes impairment charges of
$3
for operating lease equipment. For more information, refer to Note 9 and Note 29. 
(d)
Includes bank premises and equipment of
$27
classified as held for sale. For more information, refer to Note 8. 
(e)
Includes impairment losses and termination charges of $
15
for ROU assets related to certain operating leases. For more information, refer to Note 10. 
(e)Includes impairment losses and termination charges of $8 for ROU assets related to certain operating leases. For more information, refer to Note 10.
193231 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2019 ($ in millions)Commercial BankingBranch BankingConsumer
Lending
Wealth
and Asset
Management
General
Corporate
and Other
EliminationsTotal      
Net interest income$2,360 2,371 325 182 (441)4,797 
Provision for credit losses183 224 49 15 471 
Net interest income after provision for credit
losses
2,177 2,147 276 182 (456)4,326 
Noninterest income:
Service charges on deposits308 260 (4)565 
Commercial banking revenue455 460 
Wealth and asset management revenue158 469 (143)(a)487 
Card and processing revenue66 285 360 
Mortgage banking net revenue279 287 
Leasing business revenue270 (c)270 
   Other noninterest income(b)
85 89 14 13 863 1,064 
Securities gains, net40 40 
Securities gains, net -non-qualifying
hedges on MSRs
Total noninterest income1,187 802 296 489 905 (143)3,536 
Noninterest expense:
Compensation and benefits466 601 196 217 938 2,418 
Technology and communications11 398 422 
Net occupancy expense(e)
28 173 10 13 108 332 
Leasing business expense133 133 
Equipment expense25 48 55 129 
Card and processing expense123 (2)130 
Marketing expense12 72 69 162 
Other noninterest expense938 839 237 291 (1,228)(143)934 
Total noninterest expense1,621 1,860 455 529 338 (143)4,660 
Income before income taxes1,743 1,089 117 142 111 3,202 
Applicable income tax expense319 229 25 30 87 690 
Net income1,424 860 92 112 24 2,512 
Total goodwill$1,954 2,046 252 4,252 
Total assets$74,570 69,413 26,555 10,500 (11,669)(d)169,369 
(a)Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Consolidated Statements of Income.
  
2018 ($ in millions)
 
Commercial
Banking   
  
Branch  
Banking  
  
Consumer
Lending
  
Wealth
and Asset
Management
  
General
Corporate
and Other
  
Eliminations
  
Total      
 
  
Net interest income
 $
1,713
   
2,034
   
237
   
182
   
(26
)  
-
   
4,140
 
Provision for (benefit from) credit losses
  
(26
)  
171
   
42
   
12
   
8
   
-
   
207
 
  
Net interest income after provision for credit losses
  
1,739
   
1,863
   
195
   
170
   
(34
)  
-
   
3,933
 
Noninterest income:
                     
Corporate banking revenue
  
432
(c)
   
5
   
-
   
2
   
(1
)  
-
   
438
 
Service charges on deposits
  
273
   
275
   
-
   
1
   
-
   
-
   
549
 
Wealth and asset management revenue
  
3
   
150
   
-
   
429
   
-
   
(138)
(a)
   
444
 
Card and processing revenue
  
58
   
266
   
-
   
5
   
-
   
-
   
329
 
Mortgage banking net revenue
  
-
   
5
   
206
   
1
   
-
   
-
   
212
 
Other noninterest income
(b)
  
151
   
53
   
14
   
18
   
651
   
-
   
887
 
Securities losses, net
  
-
   
-
   
-
   
-
   
(54
)  
-
   
(54)
 
Securities losses, net -
non-qualifying
hedges on MSRs
  
-
   
-
   
(15
)  
-
   
-
   
-
   
(15)
 
  
Total noninterest income
  
917
   
754
   
205
   
456
   
596
   
(138
)  
2,790
 
Noninterest expense:
                     
Salaries, wages and incentives
  
300
   
438
   
156
   
173
   
716
   
-
   
1,783
 
Employee benefits
  
44
   
98
   
36
   
29
   
125
   
-
   
332
 
Technology and communications
  
7
   
5
   
5
   
1
   
267
   
-
   
285
 
Net occupancy expense
  
26
   
175
   
10
   
12
   
69
   
-
   
292
 
Card and processing expense
  
4
   
121
   
-
   
-
   
(2
)  
-
   
123
 
Equipment expense
  
23
   
50
   
-
   
1
   
49
   
-
   
123
 
Other noninterest expense
  
859
   
841
   
195
   
288
   
(1,025
)  
(138
)  
1,020
 
  
Total noninterest expense
  
1,263
   
1,728
   
402
   
504
   
199
   
(138
)  
3,958
 
  
Income (loss) before income taxes
  
1,393
   
889
   
(2
)  
122
   
363
   
-
   
2,765
 
Applicable income tax expense (benefit)
  
254
   
187
   
(1
)  
25
   
107
   
-
   
572
 
  
Net income (loss)
  
1,139
   
702
   
(1
)  
97
   
256
   
-
   
2,193
 
  
Total goodwill
 $
630
   
1,655
   
-
   
193
   
-
   
-
   
2,478
 
  
Total assets
 $
61,630
   
61,040
   
22,044
   
10,337
   
(8,982)
(d)
   
-
   
146,069
 
  
(b)Includes impairment charges of $28 for branches and land. For more information, refer to Note 8 and Note 29.
(c)Includes impairment charges of $3 for operating lease equipment. For more information, refer to Note 9 and Note 29.
(d)Includes bank premises and equipment of $27 classified as held for sale. For more information, refer to Note 8.
(a)Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Consolidated Statements of Income.
(b)Includes impairment charges of $45 for branches and land. For more information, refer to Note 8 and Note 29.
(c)Includes impairment charges of $4 for operating lease equipment. For more information, refer to Note 9 and Note 29.
(d)Includes bank premises and equipment of $42 classified as held for sale. For more information, refer to Note 8.
(e)Includes impairment losses and termination charges of $15 for ROU assets related to certain operating leases. For more information, refer to Note 10.
194232 Fifth Third Bancorp


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2018 ($ in millions)Commercial
Banking
Branch BankingConsumer
Lending
Wealth
and Asset
Management
General
Corporate
and Other
EliminationsTotal      
Net interest income$1,713 2,034 237 182 (26)4,140 
Provision for (benefit from) credit losses(26)171 42 12 207 
Net interest income after provision for (benefit
from) credit losses
1,739 1,863 195 170 (34)3,933 
Noninterest income:
Service charges on deposits273 275 549 
Commercial banking revenue402 (1)408 
Wealth and asset management revenue150 429 (138)(a)444 
Card and processing revenue58 266 329 
Mortgage banking net revenue206 212 
Leasing business revenue114 (c)114 
Other noninterest income(b)
67 53 14 18 651 803 
Securities losses, net(54)(54)
Securities losses, net -non-qualifying hedges
on MSRs
(15)(15)
Total noninterest income917 754 205 456 596 (138)2,790 
Noninterest expense:
Compensation and benefits344 536 192 202 841 2,115 
Technology and communications267 285 
Net occupancy expense26 175 10 12 69 292 
Leasing business expense76 76 
Equipment expense23 50 49 123 
Card and processing expense121 (2)123 
Marketing expense67 66 147 
Other noninterest expense777 774 191 284 (1,091)(138)797 
Total noninterest expense1,263 1,728 402 504 199 (138)3,958 
Income (loss) before income taxes1,393 889 (2)122 363 2,765 
Applicable income tax expense (benefit)254 187 (1)25 107 572 
Net income (loss)1,139 702 (1)97 256 2,193 
Total goodwill$630 1,655 193 2,478 
Total assets$61,630 61,040 22,044 10,337 (8,982)(d)146,069 
(a)Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Consolidated Statements of Income.
(b)Includes impairment charges of $45 for branches and land. For more information, refer to Note 8.
  
2017 ($ in millions)
 
Commercial
Banking   
  
Branch  
Banking  
  
Consumer
Lending
  
Wealth
and Asset
Management
  
General
Corporate
and Other
  
Eliminations
  
Total      
 
  
Net interest income
 $
1,652
   
1,782
   
240
   
154
   
(30
)  
-
   
3,798
 
Provision for credit losses
  
38
   
153
   
40
   
6
   
24
   
-
   
261
 
  
Net interest income after provision for credit losses
  
1,614
   
1,629
   
200
   
148
   
(54
)  
-
   
3,537
 
Noninterest income:
                 
 
    
Corporate banking revenue
  
348
(c)
   
5
   
-
   
1
   
(1
)  
-
   
353
 
Service charges on deposits
  
287
   
265
   
-
   
1
   
1
   
-
   
554
 
Wealth and asset management revenue
  
3
   
141
   
-
   
407
   
-
   
(132)
(a)
   
419
 
Card and processing revenue
  
57
   
251
   
-
   
5
   
-
   
-
   
313
 
Mortgage banking net revenue
  
-
   
6
   
217
   
1
   
-
   
-
   
224
 
Other noninterest income
(b)
  
143
   
88
   
18
   
4
   
1,104
   
-
   
1,357
 
Securities gains, net
  
-
   
-
   
-
   
-
   
2
   
-
   
2
 
Securities gains, net -
non-qualifying
hedges on MSRs
  
-
   
-
   
2
   
-
   
-
   
-
   
2
 
  
Total noninterest income
  
838
   
756
   
237
   
419
   
1,106
   
(132
)  
3,224
 
Noninterest expense:
                     
Salaries, wages and incentives
  
252
   
425
   
152
   
154
   
650
   
-
   
1,633
 
Employee benefits
  
42
   
101
   
37
   
27
   
149
   
-
   
356
 
Technology and communications
  
9
   
4
   
2
   
-
   
230
   
-
   
245
 
Net occupancy expense
  
26
   
176
   
10
   
11
   
72
   
-
   
295
 
Card and processing expense
  
3
   
127
   
-
   
-
   
(1
)  
-
   
129
 
Equipment expense
  
18
   
52
   
-
   
-
   
47
   
-
   
117
 
Other noninterest expense
  
884
   
796
   
210
   
276
   
(1,027
)  
(132
)  
1,007
 
  
Total noninterest expense
  
1,234
   
1,681
   
411
   
468
   
120
   
(132
)  
3,782
 
  
Income before income taxes
  
1,218
   
704
   
26
   
99
   
932
   
-
   
2,979
 
Applicable income tax expense
  
391
   
249
   
9
   
34
   
116
   
-
   
799
 
  
Net income
  
827
   
455
   
17
   
65
   
816
   
-
   
2,180
 
  
Total goodwill
 $
613
   
1,655
   
-
   
177
   
-
   
-
   
2,445
 
  
Total assets
 $
58,456
   
57,931
   
22,218
   
9,494
   
(6,018)
(d)
   
-
   
142,081
 
  
(c)Includes impairment charges of $4 for operating lease equipment. For more information, refer to Note 9.
(d)Includes bank premises and equipment of $42 classified as held for sale.
33. Subsequent Event
On January 22, 2021, the Bancorp entered into an accelerated share repurchase transaction with a counterparty pursuant to which the Bancorp paid $180 million on January 26, 2021 to repurchase shares of its outstanding common stock. The Bancorp is repurchasing the shares of its common stock as part of its Board-approved 100 million share repurchase program previously announced on June 18, 2019. The Bancorp expects the settlement of the transaction to occur on or before March 31, 2021.
(a)Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Consolidated Statements of Income.
(b)Includes impairment charges of $7 for branches and land. For more information, refer to Note 8.
(c)Includes impairment charges of $52 for operating lease equipment. For more information, refer to Note 9.
(d)Includes bank premises and equipment of $27 classified as held for sale.

195233 Fifth Third Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
33. SUBSEQUENT EVENT
On January 31, 2020, the Bank issued and sold, under its bank notes program, $1.25 billion in aggregate principal amount of senior fixed-rate notes. The bank notes consisted of $650 million of 1.80% senior fixed-rate notes, with a maturity of three years, due on January 30, 2023; and $600 million of 2.25% senior fixed-rate notes, with a maturity of seven years, due on February 1, 2027. On or after the date that is 30 days before the maturity date, the 1.80% senior fixed-rate notes will be redeemable, in whole or in part, at any time and from time to time, at the Bank’s option at a redemption price equal to 100% of the aggregate principal amount of the 1.80% senior fixed-rate notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. The 2.25% senior fixed-rate notes will be redeemable at the Bank’s option, in whole or in part, at any time or from time to time, on or after July 31, 2020, and prior to January 4, 2027 (the “Applicable Par Call Date”), in each case at a redemption price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date, equal to the
greater of: (a) 100% of the aggregate principal amount of the 2.25% senior fixed-rate notes being redeemed on that redemption date; and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the 2.25% senior fixed-rate notes being redeemed that would be due if the 2.25% senior fixed-rate notes to be redeemed matured on the Applicable Par Call Date (not including any portion of such payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the applicable Treasury Rate plus the Applicable Spread for the Notes to be redeemed. Additionally, on or after January 4, 2027, the 2.25% senior fixed-rate notes will also be redeemable, in whole or in part, at any time and from time to time, at the Bank’s option at a redemption price equal to 100% of the aggregate principal amount of the 2.25% senior fixed-rate notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
196  Fifth Third Bancorp

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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 management including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S ASSESSMENT AS TO THE EFFECTIVENESS OF INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Fifth Third Bancorp is responsible for establishing and maintaining adequate internal control, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Bancorp’s management assessed the effectiveness of the Bancorp’s internal control over financial reporting as of December 31, 2019.2020. Management’s assessment is based on the criteria established in the
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission and was designed to provide reasonable assurance that the Bancorp maintained effective internal control over financial reporting as of December 31, 2019.2020. Based on this assessment, management believes that the Bancorp maintained effective internal control over financial reporting as of December 31, 2019.2020. The Bancorp’s independent registered public accounting firm, that audited the Bancorp’s consolidated financial statements included in this annual report, has issued an audit report on our internal control over financial reporting as of December 31, 2019.2020. This report appears on page 198235 of the annual report.

CHANGES IN INTERNAL CONTROLS
The Bancorp’s management also conducted an evaluation of internal control over financial reporting to determine whether any changes occurred during the year 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 year covered by this report.

/s/ Greg D. Carmichael
/s/ Tayfun Tuzun
James C. Leonard
Greg D. Carmichael
Tayfun Tuzun
James C. Leonard
Chairman President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
March 2, 2020
February 26, 2021
March 2, 2020
February 26, 2021


197234 Fifth Third Bancorp



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and Board of Directors of Fifth Third Bancorp:

Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Fifth Third Bancorp and subsidiaries (the “Bancorp”) as of December 31, 2019,2020, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Bancorp maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2020, based on criteria established in
Internal Control — Integrated Framework (2013)
issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019,2020, of the Bancorp and our report dated March 2, 2020February 26, 2021 expressed an unqualified opinion on those consolidated financial statements.
statements and included an explanatory paragraph regarding the Bancorp’s change in its method of accounting for financial assets measured at amortized cost due to adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

Basis for Opinion
The Bancorp’sBancorp's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Bancorp’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bancorp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Cincinnati, Ohio
March 2, 2020
February 26, 2021
198235 Fifth Third Bancorp



ITEM 9B. OTHER INFORMATION
None.

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item relating to the Executive Officers of the Registrant is included in PART I under “INFORMATION ABOUT OUR EXECUTIVE OFFICERS.”

The information required by this item concerning Directors and the nomination process is incorporated herein by reference under the caption “ELECTION OF DIRECTORS” of the Bancorp’s Proxy Statement for the 20202021 Annual Meeting of Shareholders.

The information required by this item concerning the Audit Committee and Code of Business Conduct and Ethics is incorporated herein by reference under the captions “CORPORATE GOVERNANCE” and “BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS” of the Bancorp’s Proxy Statement for the 20202021 Annual Meeting of Shareholders. Fifth Third’s Code of Business Conduct and Ethics is available on Fifth Third’s corporate website at www.53.com. In addition, any future amendments to, or waivers from, a provision of the Fifth Third Code of Business Conduct and Ethics that applies to Fifth Third’s directors or executive officers (including Fifth Third’s principal executive officer, principal financial officer, and principal accounting officer or controller) will be posted at this internet address.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference under the captions “COMPENSATION DISCUSSION AND ANALYSIS,” “COMPENSATION OF NAMED EXECUTIVE OFFICERS,” “BOARD OF DIRECTORS COMPENSATION,” “CEO PAY RATIO,” “HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT” and “COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION” of the Bancorp’s Proxy Statement for the 20202021 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security ownership information of certain beneficial owners and management is incorporated herein by reference under the captions “CERTAIN BENEFICIAL OWNERS,” “ELECTION OF DIRECTORS,” “COMPENSATION DISCUSSION AND ANALYSIS,” “BOARD OF DIRECTORS COMPENSATION,” and “COMPENSATION OF NAMED EXECUTIVE OFFICERS” of the Bancorp’s Proxy Statement for the 20202021 Annual Meeting of Shareholders.

The information required by this item concerning Equity Compensation Plan information is included in Note 26 of the Notes to Consolidated Financial Statements.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated herein by reference under the captions “CERTAIN TRANSACTIONS”, “ELECTION OF DIRECTORS”, “CORPORATE GOVERNANCE” and “BOARD OF DIRECTORS, ITS COMMITTEES, MEETINGS AND FUNCTIONS” of the Bancorp’s Proxy Statement for the 20202021 Annual Meeting of Shareholders.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item is incorporated herein by reference under the caption “PRINCIPAL INDEPENDENT EXTERNAL AUDIT FIRM FEES” of the Bancorp’s Proxy Statement for the 20202021 Annual Meeting of Shareholders.

PART IV236 Fifth Third Bancorp

PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Pages
Public Accounting Firm
105-106
198
129-130,
235
Fifth Third Bancorp and Subsidiaries Consolidated Financial Statements
107-111
131-136
Notes to Consolidated Financial Statements
112-196
137-233

The schedules for the Bancorp and its subsidiaries are omitted because of the absence of conditions under which they are required, or because the information is set forth in the Consolidated Financial Statements or the notes thereto.

The following lists the Exhibits to the Annual Report on Form
10-K:
2.1
2.1
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
199  Fifth Third Bancorp

4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
237 Fifth Third Bancorp

4.18
4.18
4.19
4.20Global Security dated as of July 27, 2015, representing Fifth Third Bancorp’s $1,100,000,000 in principal amount of its 2.875% Senior Notes due 2020. Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 27, 2015.
4.21
4.224.21
4.234.22
4.244.23
4.254.24
4.264.25
4.274.26
4.284.27
4.294.28
200   Fifth Third Bancorp

4.304.29
4.314.30
4.324.31
4.334.32
4.344.33
4.354.34
4.364.35
4.374.36
4.37
4.38
4.39
4.40
4.41
4.42Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation
S-K.
The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
4.384.43
10.1
10.2First Amendment to Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as Amended and Restated effective June 1, 2013. Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017.*
10.3Second Amendment to Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors, as Amended and Restated effective June 1, 2013. Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 20172020..*
10.410.2
10.510.3
10.610.4
238 Fifth Third Bancorp

10.810.6Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.*
10.9First Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
10.10Second Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015. Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017.*
10.11Third Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015. Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017.*
10.12Fourth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015. Incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.*
10.13Fifth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015. Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018.*
10.14Sixth Amendment to Fifth Third Bancorp 401(k) Savings Plan, as Amended and Restated effective January 1, 2015. Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.*
10.15
10.1610.7
10.1710.8
10.1810.9
10.1910.10
10.2010.11
10.2110.12
10.2210.13
10.2310.14
10.2410.15
201  Fifth Third Bancorp

10.2510.16
10.2610.17
10.2710.18
10.2810.19
10.2910.20
10.3010.21
10.3110.22
10.32Amendment to the Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated. Incorporated by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.*
10.33Second Amendment to the Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013. Incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017.*
10.34Third Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013. Incorporated by reference to Exhibit 10.410.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 20172020..*
10.3510.23Fourth Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013. Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018.*
10.36Fifth Amendment to Fifth Third Bancorp Non-qualified Deferred Compensation Plan, as Amended and Restated effective January 1, 2013. Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.*
10.37
10.3810.24
10.3910.25
10.4010.26
10.4110.27
10.4210.28
10.4310.29
10.4410.30
10.4510.31
10.4610.32
10.4710.33
10.4810.34
10.4910.35
10.5010.36
10.5110.37
239 Fifth Third Bancorp

10.52
10.38
10.5310.39
10.5410.40Offer letter from Fifth Third Bancorp to Lars C. Anderson. Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 16, 2015.*
10.55
10.5610.41
10.5710.42
202  Fifth Third Bancorp

10.5810.43
10.5910.44
10.6010.45
10.6110.46
10.6210.47
10.6310.48
10.6410.49
10.6510.50
10.6610.51
10.6710.52
10.6810.53
10.6910.54
10.7010.55
10.7110.56
10.7210.57
10.7310.58
10.7410.59
10.7510.60
10.7610.61
10.7710.62
10.63
10.64
10.65
10.66
10.70
10.7810.71Supplemental Confirmations dated April 25, 2019, to Master Confirmation dated March 11, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and JPMorgan Chase Bank, National Association, London Branch. Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019.***
10.79
10.8010.72Supplemental Confirmations dated August 7, 2019, to Master Confirmation dated as of August 5, 2019, for accelerated share repurchase transaction between Fifth Third Bancorp and Citibank, N.A. Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019.***
10.81Supplemental Confirmation dated October 23, 2019, to Master Confirmation dated as of January 22, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Wells Fargo Bank, National Association.***
10.82
1421Fifth Third Bancorp Code of Business Conduct and Ethics, as amended and restated. Incorporated by reference to Exhibit 14 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2019.
21
23
31(i)
31(ii)
240 Fifth Third Bancorp

32(i)
32(i)
32(ii)
99.1101.INSXBRLConsent Order pursuant to the Consumer Financial Protection Act of 2010, dated September 28, 2015, between Fifth Third Bank and the U.S. Department of Justice regarding indirect auto loans. Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2015.
99.2Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September 28, 2015, between Fifth Third Bank and the Consumer Financial Protection Bureau, including the Stipulation and Consent to the Issuance of a Consent Order, dated September 28, 2015, by Fifth Third Bank regarding indirect auto loans. Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2015.
99.3Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September 28, 2015, between Fifth Third Bank and the Consumer Financial Protection Bureau, including the Stipulation and Consent to the Issuance of a Consent Order, dated September 28, 2015, by Fifth Third Bank regarding credit card add-on products. Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2015.
203  Fifth Third Bancorp

101.INSXBRLInstance Document.
101.SCHXBRLTaxonomy Extension Schema Document.
101.CALXBRLTaxonomy Extension Calculation Linkbase Document.
101.DEFXBRLTaxonomy Extension Definition Linkbase Document.
101.LABXBRLTaxonomy Extension Label Linkbase Document.
101.PREXBRLTaxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(1)Fifth Third Bancorp also entered into an identical security on March 4, 2008 representing an additional $500,000,000 of its 8.25% Subordinated Notes due 2038.
(2)Fifth Third Bancorp also entered into an identical security on November 20, 2013 representing an additional $250,000,000 in principal amount of its 4.30% Subordinated Notes due 2024.

(1)Fifth Third Bancorp also entered into an identical security on March 4, 2008 representing an additional $500,000,000 of its 8.25% Subordinated Notes due 2038.
(2)Fifth Third Bancorp also entered into an identical security on November 20, 2013 representing an additional $250,000,000 in principal amount of its 4.30% Subordinated Notes due 2024.
* Denotes management contract or compensatory plan or arrangement.
** An application for confidential treatment for selected portions of this exhibit has been filed with the SEC.
*** Selected portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation
S-K.

ITEM 16. FORM 10–K SUMMARY
None.
204241 Fifth Third Bancorp

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

FIFTH THIRD BANCORP
Registrant
/s/ Greg D. Carmichael
Greg D. Carmichael
Chairman President and CEO
Principal Executive Officer
March 2, 2020
February 26, 2021

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed on March 2, 2020February 26, 2021 by the following persons on behalf of the Registrant and in the capacities indicated.

OFFICERS
:
OFFICERS:
/s/ Greg D. Carmichael
Greg D. Carmichael
Chairman and CEO
Principal Executive Officer
Greg D. Carmichael
/s/ James C. Leonard
Chairman, President and CEO
James C. Leonard
Principal Executive Officer
/s/ Tayfun Tuzun
Tayfun Tuzun
Executive Vice President and CFO
Principal Financial Officer
Principal Financial Officer
/s/ Mark D. Hazel
Mark D. Hazel
Senior
Vice President and Controller
Principal Accounting Officer






DIRECTORS:
Principal Accounting Officer
DIRECTORS:
/s/ Greg D. Carmichael
Greg D. Carmichael
Chairman
Greg D. Carmichael
Chairman
/s/ Marsha C. Williams
Marsha C. Williams
Lead Independent Director
Marsha C. Williams
Lead Independent Director
/s/ Nicholas K. Akins
Nicholas K. Akins
Nicholas K. Akins
/s/ B. Evan Bayh III
B. Evan Bayh III
/s/ Jorge L. Benitez
Jorge L. Benitez
Jorge L. Benitez
/s/ Katherine B. Blackburn
Katherine B. Blackburn
Katherine B. Blackburn
/s/ Emerson L. Brumback
Emerson L. Brumback
Emerson L. Brumback
/s/ Jerry W. Burris
Jerry W. Burris
/s/ C. Bryan Daniels
C. Bryan Daniels
C. Bryan Daniels
/s/ Mitchell S. Feiger
Mitchell S. Feiger
/s/ Thomas H. Harvey
Thomas H. Harvey
Thomas H. Harvey
/s/ Gary R. Heminger
Gary R. Heminger
Gary R. Heminger
/s/ Linda W. Clement-Holmes
Linda W. Clement-Holmes
/s/ Jewell D. Hoover
Jewell D. Hoover
Jewell D. Hoover
/s/ Eileen A. Mallesch
Eileen A. Mallesch
Eileen A. Mallesch
/s/ Michael B. McCallister
Michael B. McCallister




205242 Fifth Third Bancorp


CONSOLIDATED TEN YEAR COMPARISON
AVERAGE ASSETS FOR THE YEARS ENDED DECEMBER 31 ($ IN MILLIONS)
Interest-Earning Assets
YearLoans and
Leases
Other Short-Term InvestmentsInvestment
Securities
TotalCash and Due
from Banks
Other AssetsTotal Average
Assets
2020$114,411 21,935 36,342 172,688 2,978 20,933 194,230 
2019107,794 2,140 35,470 145,404 2,748 16,903 163,936 
201893,876 1,476 33,553 128,905 2,200 12,203 142,183 
201792,731 1,390 32,172 126,293 2,224 13,236 140,527 
201694,320 1,866 30,099 126,285 2,303 14,870 142,173 
201593,339 3,258 26,987 123,584 2,608 15,100 139,999 
201491,127 3,043 21,823 115,993 2,892 14,443 131,847 
201389,093 2,417 16,444 107,954 2,482 15,025 123,704 
201284,822 1,495 15,319 101,636 2,355 15,643 117,562 
201180,214 2,031 15,437 97,682 2,352 15,259 112,590 
AVERAGE DEPOSITS AND SHORT-TERM BORROWINGS FOR THE YEARS ENDED DECEMBER 31 ($ IN MILLIONS)
Deposits
YearDemandInterest
Checking
SavingsMoney
Market
Other TimeCertificates $100,000 and OverForeign Office and OtherTotal
Short-Term Borrowings(a)
Total
2020$47,111 46,890 16,440 29,879 4,118 3,337 256 148,031 2,094 150,125 
201934,343 36,658 14,041 25,879 5,470 4,504 474 121,369 2,313 123,682 
201832,634 29,818 13,330 21,769 4,106 2,426 839 104,922 3,120 108,042 
201735,093 26,382 13,958 20,231 3,771 2,564 665 102,664 3,715 106,379 
201635,862 25,143 14,346 19,523 4,010 2,735 830 102,449 3,351 105,800 
201535,164 26,160 14,951 18,152 4,051 2,869 874 102,221 2,641 104,862 
201431,755 25,382 16,080 14,670 3,762 3,929 1,828 97,406 2,331 99,737 
201329,925 23,582 18,440 9,467 3,760 6,339 1,518 93,031 3,527 96,558 
201227,196 23,096 21,393 4,903 4,306 3,102 1,555 85,551 4,806 90,357 
201123,389 18,707 21,652 5,154 6,260 3,656 3,497 82,315 3,122 85,437 
                                   
AVERAGE ASSETS FOR THE YEARS ENDED DECEMBER 31 ($ IN MILLIONS)
 
 
  
  
Interest-Earning Assets
       
                  
      Year
  
Loans and
Leases
  
Federal Funds
Sold
(a)
  
Interest-Bearing

Deposits in
Banks
(a)
  
Investment
Securities
  
Total
  
Cash and Due
from Banks
  
Other Assets
  
Total Average    
Assets    
 
  
 
    2019
  $
           107,794        
   
1      
   
2,139       
   
35,470 
   
145,404
   
2,748        
   
16,903      
   
163,936          
 
 
    2018
   
93,876        
   
1      
   
1,475       
   
33,553 
   
128,905
   
2,200        
   
12,203      
   
142,183          
 
 
    2017
   
92,731        
   
1      
   
1,389       
   
32,172 
   
126,293
   
2,224        
   
13,236      
   
140,527          
 
 
    2016
   
94,320        
   
1      
   
1,865       
   
30,099 
   
126,285
   
2,303        
   
14,870      
   
142,173          
 
��
    2015
   
93,339        
   
1      
   
3,257       
   
26,987 
   
123,584
   
2,608        
   
15,100      
   
139,999          
 
 
    2014
   
91,127        
   
-      
   
3,043       
   
21,823 
   
115,993
   
2,892        
   
14,443      
   
131,847          
 
 
    2013
   
89,093        
   
1      
   
2,416       
   
16,444 
   
107,954
   
2,482        
   
15,025      
   
123,704          
 
 
    2012
   
84,822        
   
2      
   
1,493       
   
15,319 
   
101,636
   
2,355        
   
15,643      
   
117,562          
 
 
    2011
   
80,214        
   
1      
   
2,030       
   
15,437 
   
97,682
   
2,352        
   
15,259      
   
112,590          
 
 
    2010
   
79,232        
   
11      
   
3,317       
   
16,371 
   
98,931
   
2,245        
   
14,758      
   
112,351          
 
  
INCOME FOR THE YEARS ENDED DECEMBER 31 ($ IN MILLIONS, EXCEPT PER SHARE DATA)
Per Share
YearInterest IncomeInterest
Expense
Noninterest
Income
Noninterest
Expense
Net Income Available to Common ShareholdersEarningsDiluted
Earnings
Dividends
Declared
2020$5,572 790 2,830 4,718 1,323 1.84 1.83 1.08 
20196,254 1,457 3,536 4,660 2,419 3.38 3.33 0.94 
20185,183 1,043 2,790 3,958 2,118 3.11 3.06 0.74 
20174,489 691 3,224 3,782 2,105 2.86 2.81 0.60 
20164,193 578 2,696 3,737 1,472 1.92 1.91 0.53 
20154,028 495 3,003 3,643 1,610 2.00 1.97 0.52 
20144,030 451 2,473 3,619 1,384 1.65 1.63 0.51 
20133,973 412 3,227 3,978 1,799 2.05 2.02 0.47 
20124,107 512 2,999 4,083 1,541 1.69 1.66 0.36 
20114,218 661 2,455 3,804 1,094 1.20 1.18 0.28 
MISCELLANEOUS AT DECEMBER 31 ($ IN MILLIONS, EXCEPT PER SHARE DATA)
Equity
YearCommon Shares
Outstanding
Common
Stock
Preferred
Stock
Capital
Surplus
Retained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury
Stock
TotalBook Value
Per Share
Allowance for
Loan and
Lease Losses
2020712,760,325$2,051 2,116 3,635 18,384 2,601 (5,676)23,111 29.462,453 
2019708,915,6292,051 1,770 3,599 18,315 1,192 (5,724)21,203 27.411,202 
2018646,630,8572,051 1,331 2,873 16,578 (112)(6,471)16,250 23.071,103 
2017693,804,8932,051 1,331 2,790 14,957 73 (5,002)16,200 21.431,196 
2016750,479,2992,051 1,331 2,756 13,290 59 (3,433)16,054 19.621,253 
2015785,080,3142,051 1,331 2,666 12,224 197 (2,764)15,705 18.311,272 
2014824,046,9522,051 1,331 2,646 11,034 429 (1,972)15,519 17.221,322 
2013855,305,7452,051 1,034 2,561 10,156 82 (1,295)14,589 15.851,582 
2012882,152,0572,051 398 2,758 8,768 375 (634)13,716 15.101,854 
2011919,804,4362,051 398 2,792 7,554 470 (64)13,201 13.922,255 
                                           
AVERAGE DEPOSITS AND SHORT-TERM BORROWINGS FOR THE YEARS ENDED DECEMBER 31 ($ IN MILLIONS)
 
  
   
Deposits
       
              
      Year
  
Demand
  
Interest
Checking
  
Savings
  
Money
Market
  
Other Time
  
Certificates
$100,000 and
Over
  
Foreign
Office and
Other
  
Total
  
Short-Term
Borrowings
(b)
  
Total        
 
 
  2019
  $
       34,343        
   
36,658      
   
14,041    
   
25,879
   
5,470    
   
4,504      
   
474   
   
121,369
   
2,313      
   
123,682      
 
 
  2018
   
32,634        
   
29,818      
   
13,330    
   
21,769
   
4,106    
   
2,426      
   
839   
   
104,922
   
3,120      
   
108,042      
 
 
  2017
   
35,093        
   
26,382      
   
13,958    
   
20,231
   
3,771    
   
2,564      
   
665   
   
102,664
   
3,715      
   
106,379      
 
 
  2016
   
35,862        
   
25,143      
   
14,346    
   
19,523
   
4,010    
   
2,735      
   
830   
   
102,449
   
3,351      
   
105,800      
 
 
  2015
   
35,164        
   
26,160      
   
14,951    
   
18,152
   
4,051    
   
2,869      
   
874   
   
102,221
   
2,641      
   
104,862      
 
 
  2014
   
31,755        
   
25,382      
   
16,080    
   
14,670
   
3,762    
   
3,929      
   
1,828   
   
97,406
   
2,331      
   
99,737      
 
 
  2013
   
29,925        
   
23,582      
   
18,440    
   
9,467
   
3,760    
   
6,339      
   
1,518   
   
93,031
   
3,527      
   
96,558      
 
 
  2012
   
27,196        
   
23,096      
   
21,393    
   
4,903
   
4,306    
   
3,102      
   
1,555   
   
85,551
   
4,806      
   
90,357      
 
 
  2011
   
23,389        
   
18,707      
   
21,652    
   
5,154
   
6,260    
   
3,656      
   
3,497   
   
82,315
   
3,122      
   
85,437      
 
 
  2010
   
19,669        
   
18,218      
   
19,612    
   
4,808
   
10,526    
   
6,083      
   
3,361   
   
82,277
   
1,926      
   
84,203      
 
                                   
INCOME FOR THE YEARS ENDED DECEMBER 31 ($ IN MILLIONS, EXCEPT PER SHARE DATA)
 
  
            
Per Share
 
     Year
  
    Interest Income
  
Interest    
Expense    
  
Noninterest  
Income  
  
Noninterest
Expense
  
Net Income Available
to Common
Shareholders
  
    Earnings    
  
Diluted
Earnings
  
Dividends      
Declared      
 
  
 
     2019
  $
               6,254   
   
1,457 
   
3,536   
   
4,660
   
2,419         
   
3.38    
   
3.33
   
0.94     
 
 
     2018
   
5,183   
   
1,043 
   
2,790   
   
3,958
   
2,118         
   
3.11    
   
3.06
   
0.74     
 
 
     2017
   
4,489   
   
691 
   
3,224   
   
3,782
   
2,105         
   
2.86    
   
2.81
   
0.60     
 
 
     2016
   
4,193   
   
578 
   
2,696   
   
3,737
   
1,472         
   
1.92    
   
1.91
   
0.53     
 
 
     2015
   
4,028   
   
495 
   
3,003   
   
3,643
   
1,610         
   
2.00    
   
1.97
   
0.52     
 
 
     2014
   
4,030   
   
451 
   
2,473   
   
3,619
   
1,384         
   
1.65    
   
1.63
   
0.51     
 
 
     2013
   
3,973   
   
412 
   
3,227   
   
3,978
   
1,799         
   
2.05    
 �� 
2.02
   
0.47     
 
 
     2012
   
4,107   
   
512 
   
2,999   
   
4,083
   
1,541         
   
1.69    
   
1.66
   
0.36     
 
 
     2011
   
4,218   
   
661 
   
2,455   
   
3,804
   
1,094         
   
1.20    
   
1.18
   
0.28     
 
 
     2010
   
4,489   
   
885 
   
2,729   
   
3,879
   
503         
   
0.63    
   
0.63
   
0.04     
 
  
                                           
MISCELLANEOUS AT DECEMBER 31 ($ IN MILLIONS, EXCEPT PER SHARE DATA)
 
  
    
Bancorp Shareholders’ Equity
     
                  
      Year
  
Common Shares
Outstanding
  
Common
Stock
  
Preferred
Stock
  
Capital
Surplus
  
Retained
Earnings
  
Accumulated Other
Comprehensive
Income (Loss)
  
Treasury
Stock
  
Total
  
Book Value
Per Share
  
Allowance for
Loan and
Lease Losses
 
  
 
   2019
   
708,915,629   
  $
         2,051   
   
1,770
   
3,599
   
18,315
   
1,192          
   
(5,724)  
   
      21,203
   
27.41  
   
1,202    
 
 
   2018
   
646,630,857   
   
2,051   
   
1,331
   
2,873
   
16,578
   
(112)         
   
(6,471)  
   
16,250
   
23.07  
   
1,103    
 
 
   2017
   
693,804,893   
   
2,051   
   
1,331
   
2,790
   
14,957
   
73          
   
(5,002)  
   
16,200
   
21.43  
   
1,196    
 
 
   2016
   
750,479,299   
   
2,051   
   
1,331
   
2,756
   
13,290
   
59          
   
(3,433)  
   
16,054
   
19.62  
   
1,253    
 
 
   2015
   
785,080,314   
   
2,051   
   
1,331
   
2,666
   
12,224
   
197          
   
(2,764)  
   
15,705
   
18.31  
   
1,272    
 
 
   2014
   
824,046,952   
   
2,051   
   
1,331
   
2,646
   
11,034
   
429          
   
(1,972)  
   
15,519
   
17.22  
   
1,322    
 
 
   2013
   
855,305,745   
   
2,051   
   
1,034
   
2,561
   
10,156
   
82          
   
(1,295)  
   
14,589
   
15.85  
   
1,582    
 
 
   2012
   
882,152,057   
   
2,051   
   
398
   
2,758
   
8,768
   
375          
   
(634)  
   
13,716
   
15.10  
   
1,854    
 
 
   2011
   
919,804,436   
   
2,051   
   
398
   
2,792
   
7,554
   
470          
   
(64)  
   
13,201
   
13.92  
   
2,255    
 
 
   2010
   
796,272,522   
   
1,779   
   
3,654
   
1,715
   
6,719
   
314          
   
(130)  
   
14,051
   
13.06  
   
3,004    
 
  
(a)  Federal funds sold and interest-bearing deposits in banks are combined in other short-term investments in the Consolidated Financial Statements.
(b)  Includes federal funds purchased and other short-term investments.
(a)Includes federal funds purchased and other short-term investments.
206243 Fifth Third Bancorp


DIRECTORS AND OFFICERS
FIFTH THIRD BANCORP DIRECTORSFIFTH THIRD BANCORP OFFICERSREGIONAL PRESIDENTS
Greg D. CarmichaelGreg D. CarmichaelMichael Ash
David Briggs
David A. Call
Joseph DiRocco
Timothy Elsbrock
Lee Fite
David Girodat
Kimberly Halbauer
Francie Henry
Mark Hoppe
Randy Koporc
Cary Putrino
Thomas G. Welch, Jr.
Chairman & Chief Executive OfficerChairman &
Fifth Third BancorpChief Executive Officer






Marsha C. Williams, Lead DirectorLars C. Anderson
Retired Chief Financial OfficerExecutive Vice President &
Vice Chairman of Commercial Banking Strategic Growth Initiatives
Orbitz Worldwide, Inc.
Nicholas K. Akins
Chairman, President & Chief Executive Officer
American Electric Power Company
Kristine Garrett
Executive Vice President &
Head of Wealth & Asset Management
B. Evan Bayh III
Senior Advisor
Apollo Global Management
Howard Hammond
Executive Vice President &
Head of Consumer Bank
FIFTH THIRD BANCORP BOARD COMMITTEES

Audit Committee
Eileen A. Mallesch, Chair
Katherine B. Blackburn
Thomas H. Harvey
Jewell D. Hoover
Michael B. McCallister

Finance Committee
Gary R. Heminger, Chair
Nicholas K. Akins
Jorge L. Benitez
Emerson L. Brumback
Michael B. McCallister
Marsha C. Williams

Human Capital and Compensation Committee
Michael B. McCallister, Chair
Emerson L. Brumback
Gary R. Heminger
Eileen A. Mallesch
Marsha C. Williams
Nominating and Corporate Governance Committee
Nicholas K. Akins, Chair
B. Evan Bayh III
Jorge L. Benitez
Katherine B. Blackburn
Thomas H. Harvey
Marsha C. Williams

Risk and Compliance Committee
Emerson L. Brumback, Chair
C. Bryan Daniels
Gary R. Heminger
Jewell D. Hoover
Eileen A. Mallesch

Technology Committee
Jorge L. Benitez, Chair
Nicholas K. Akins
B. Evan Bayh III
Linda W. Clement-Holmes
C. Bryan Daniels
Thomas H. Harvey
Jorge L. Benitez
Retired Chief Executive Officer
North America of Accenture plc
Mark D. Hazel
Senior Vice President &
Controller
Katherine B. Blackburn
Executive Vice President
Cincinnati Bengals, Inc.
Margaret P. Jula
Executive Vice President &
Chief Human Resource Officer
Emerson L. Brumback
Retired President & Chief Operating Officer
M&T Bank
Kevin P. Lavender
Executive Vice President &
Head of Commercial Banking
C. Bryan Daniels
Founding Partner
Prairie Capital
James C. Leonard
Executive Vice President &
Chief Financial Officer
Mitchell S. Feiger
Retired CEO and President
MB Financial, Inc.
Jude A. Schramm
Executive Vice President &
Chief Information Officer
Thomas H. Harvey
Chief Executive Officer
Energy Innovation: Policy and Technology, LLC
Robert P. Shaffer
Executive Vice President &
Chief Risk Officer
Gary R. Heminger
Chief Executive Officer & Chairman
Marathon Petroleum Corporation
Timothy N. Spence
President
Linda W. Clement-Holmes
Retired Chief Information Officer
The Procter & Gamble Company
Richard L. Stein
Executive Vice President &
Chief Credit Officer
Jewell D. Hoover
Retired Senior Official
Comptroller of the Currency
Melissa S. Stevens
Executive Vice President &
Head of Digital, Marketing, Design and Innovation
Eileen A. Mallesch
Retired Chief Financial Officer
Nationwide Property & Casualty Segment,
Nationwide Mutual Insurance Company
Susan B. Zaunbrecher
Executive Vice President &
Chief Legal Officer
Michael B. McCallister
Retired Chairman & Chief Executive Officer
Humana, Inc.

FIFTH THIRD BANCORP DIRECTORS
Greg D. Carmichael
Chairman, President &
Chief Executive Officer
244 Fifth Third Bancorp
Marsha C. Williams, Lead Director
Retired Chief Financial Officer
Orbitz Worldwide, Inc.
Nicholas K. Akins
Chairman, President &
Chief Executive Officer
American Electric Power Company
B. Evan Bayh III
Senior Advisor
Apollo Global Management
Jorge L. Benitez
Retired Chief Executive Officer
North America of Accenture plc
Katherine B. Blackburn
Executive Vice President
Cincinnati Bengals, Inc.
Emerson L. Brumback
Retired President & Chief Operating Officer
M&T Bank
Jerry W. Burris
President and Chief Executive Officer
Midwest Can Company
C. Bryan Daniels
Founding Partner
Prairie Capital
Thomas H. Harvey
Chief Executive Officer
Energy Innovation: Policy and Technology, LLC
Gary R. Heminger
Chief Executive Officer & Chairman
Marathon Petroleum Corporation
Jewell D. Hoover
Retired Senior Official
Comptroller of the Currency
Eileen A. Mallesch
Retired Chief Financial Officer
Nationwide Property & Casualty Segment, Nationwide Mutual Insurance Company
Michael B. McCallister
Retired Chairman & Chief Executive Officer
Humana Inc.
FIFTH THIRD BANCORP OFFICERS
Greg D. Carmichael
Chairman, President &
Chief Executive Officer
Lars C. Anderson
Executive Vice President &
Vice Chairman of Commercial Banking Strategic Growth Initiatives
Mark D. Hazel
Senior Vice President &
Controller
Kevin P. Lavender
Executive Vice President &
Head of Commercial Banking
James C. Leonard
Executive Vice President &
Chief Risk Officer
Philip R. McHugh
Executive Vice President &
Head of Regional Banking, Wealth and Asset Management, and Business Banking
Jude A. Schramm
Executive Vice President &
Chief Information Officer
Robert P. Shaffer
Executive Vice President &
Chief Human Resources Officer
Timothy N. Spence
Executive Vice President &
Head of Consumer Bank, Payments,
and Strategy
Tayfun Tuzun
Executive Vice President &
Chief Financial Officer
Susan B. Zaunbrecher
Executive Vice President,
Chief Legal Officer &
Corporate Secretary
REGIONAL PRESIDENTS
Michael Ash
David A. Call
Joseph DiRocco
Timothy Elsbrock
Mitchell S. Feiger
Lee Fite
David Girodat
Tom Heiks
Francie Henry
Kevin Hipskind
Randy Koporc
Robert W. LaClair
Michael McKay
Thomas G. Welch, Jr.
FIFTH THIRD BANCORP BOARD COMMITTEES
Audit Committee
Emerson L. Brumback, Chair
C. Bryan Daniels
Jewell D. Hoover
Jorge L. Benitez
Jerry W. Burris
Eileen A. Mallesch
Finance Committee
Gary R. Heminger, Chair
Nicholas K. Akins
Emerson L. Brumback
Jewell D. Hoover
Michael B. McCallister
Marsha C. Williams
Human Capital and Compensation Committee
Michael B. McCallister, Chair
Nicholas K. Akins
Gary R. Heminger
Eileen A. Mallesch
Nominating and Corporate Governance Committee
Nicholas K. Akins, Chair
B. Evan Bayh III
Jorge L. Benitez
Katherine B. Blackburn
Thomas H. Harvey
Gary R. Heminger
Marsha C. Williams
Risk and Compliance Committee
Jewell D. Hoover, Chair
B. Evan Bayh III
Jorge L. Benitez
Katherine B. Blackburn
Jerry W. Burris
C. Bryan Daniels
Thomas H. Harvey
Technology Committee
Jorge L. Benitez, Chair
Nicholas K. Akins
B. Evan Bayh III
C. Bryan Daniels
207  Fifth Third Bancorp