UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2018March 31, 2019

Commission File Number001-33653

 

 

LOGOLOGO

(Exact name of Registrant as specified in its charter)

 

Ohio 31-0854434

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification Number)

Fifth Third Center

Cincinnati, Ohio 45263

(Address of principal executive offices)

Registrant’s telephone number, including area code:(800) 972-3030

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

  

  

Accelerated filer

  
Non-accelerated filer 

   (Do not check if a smaller reporting company)

Non-accelerated filer

  

Smaller reporting company

  

    

Emerging growth company

 

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐    No  ☒

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

Title of each class:

Trading Symbol(s):

Name of each exchange on which registered:

Common Stock, Without Par ValueFITBThe NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625%Fixed-to-Floating RateNon-Cumulative Perpetual Preferred Stock, Series IFITBIThe NASDAQ Stock Market LLC

There were 668,092,149734,386,147 shares of the Registrant’s common stock, without par value, outstanding as of July 31, 2018.April 30, 2019.


LOGOLOGO

FINANCIAL CONTENTS

 

Part I. Financial Information

  

Glossary of Abbreviations and Acronyms

   2 

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

  

Selected Financial Data

   3 

Overview

   4 

Non-GAAP Financial Measures

   7 

Recent Accounting Standards

   9 

Critical Accounting Policies

   9 

Statements of Income Analysis

   10 

Balance Sheet Analysis

   1817 

Business Segment Review

   2324 

Risk Management—Overview

   30 

Credit Risk Management

   31 

Market Risk Management

   44 

Liquidity Risk Management

   48 

Operational Risk Management

   51 

Compliance Risk Management

   51 

Capital Management

   52 

Off-Balance Sheet Arrangements

   54 

Quantitative and Qualitative Disclosures about Market Risk (Item 3)

   55 

Controls and Procedures (Item 4)

   55 

Condensed Consolidated Financial Statements and Notes (Item 1)

  

Balance Sheets (unaudited)

   56 

Statements of Income (unaudited)

   57 

Statements of Comprehensive Income (unaudited)

   58 

Statements of Changes in Equity (unaudited)

   59 

Statements of Cash Flows (unaudited)

   60 

Notes to Condensed Consolidated Financial Statements (unaudited)

   61 

Part II. Other Information

  

Legal Proceedings (Item 1)

   117118 

Risk Factors (Item 1A)

   117118 

Unregistered Sales of Equity Securities and Use of Proceeds (Item 2)

   118 

Exhibits (Item 6)

   118 

SignaturesSignature

   120119 

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 Rule3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance 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 our most recent Annual Report on Form10-K as updated by our Quarterly ReportsReport on Form10-Q10-Q. . 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. 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) deteriorating credit quality; (2) loan concentration by location or industry of borrowers or collateral; (3) problems encountered by other financial institutions; (4) inadequate sources of funding or liquidity; (5) unfavorable actions of rating agencies; (6) inability to maintain or grow deposits; (7) limitations on the ability to receive dividends from subsidiaries; (8) cyber-security risks; (9) Fifth Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (10) failures by third-party service providers; (11) inability to manage strategic initiatives and/or organizational changes; (12) inability to implement technology system enhancements; (13) failure of internal controls and other risk management systems; (14) losses related to fraud, theft or violence; (15) inability to attract and retain skilled personnel; (16) adverse impacts of government regulation; (17) governmental or regulatory changes or other actions; (18) failures to meet applicable capital requirements; (19) regulatory objections to Fifth Third’s capital plan; (20) regulation of Fifth Third’s derivatives activities; (21) regulatory objections to Fifth Third’s resolution plan; (22) deposit insurance premiums; (23)(22) assessments for the orderly liquidation fund; (24) changes in(23) replacement of LIBOR; (25)(24) weakness in the national or local economies; (26)(25) global political and economic uncertainty or negative actions; (27)(26) changes in interest rates; (28)(27) changes and trends in capital markets; (29)(28) fluctuation of Fifth Third’s stock price; (30)(29) volatility in mortgage banking revenue; (31)(30) litigation, investigations and enforcement proceedings by governmental authorities; (32)(31) breaches of contractual covenants, representations and warranties; (33)(32) competition and changes in the financial services industry; (34)(33) changing retail distribution strategies, customer preferences and behavior; (35)(34) risks relating to the potential merger with MB Financial, Inc. and Fifth Third’s ability to realize the anticipated benefits of the merger; (36)(35) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (37)(36) potential dilution from future acquisitions; (38)(37) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (39)(38) results of Vantiv Holding, LLC, a subsidiary of Worldpay, Inc. or other investments or acquired entities; (40) difficulties from or changes in Fifth Third’s investment in, relationship with, and nature of the operations of Vantiv Holding, LLC, a subsidiary of Worldpay, Inc.; (41)(39) changes in accounting standards or interpretation or declines in the value of Fifth Third’s goodwill or other intangible assets; (42)(40) inaccuracies or other failures from the use of models; (43)(41) effects of critical accounting policies and judgments or the use of inaccurate estimates; (44) weather related(42) weather-related events or other natural disasters; and (45)(43) the impact of reputational risk created by these or other developments on such matters as business generation and retention, funding and liquidity.

Glossary of Abbreviations and Acronyms

 

Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Condensed Consolidated Financial Statements and the Notes to Condensed Consolidated Financial Statements.

 

ALCO:Asset Liability Management Committee

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

CET1: Common Equity Tier 1

CFPB:ConsumerUnited StatesConsumer Financial Protection Bureau

C&I:Commercial and Industrial

DCF: Discounted Cash Flow

DFA:Dodd-Frank Wall Street Reform & Consumer Protection Act

DTCC: Depository Trust & Clearing Corporation

DTI:Debt-to-Income

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

GDP: Gross Domestic Product

GNMA:Government National Mortgage Association

GSE:United StatesGovernment Sponsored Enterprise

HQLA:High Quality Liquid Assets

IPO:Initial Public Offering

IRC:Internal Revenue Code

IRLC:Interest Rate Lock Commitment

ISDA: International Swaps and Derivatives Association, Inc.

LCR: Liquidity Coverage Ratio

LIBOR:London Interbank Offered Rate

LIHTC:Low-Income Housing Tax Credit

LLC:Limited Liability Company

LTV:Loan-to-Value

MD&A:Management’s Discussion and Analysis of Financial Condition and Results of Operations

MSR:Mortgage Servicing Right

N/A: Not Applicable

NAV:Net Asset Value

NII:Net Interest Income

NM:Not Meaningful

NPR: Notice of Proposed Rulemaking

NSFR: Net Stable Funding Ratio

OAS:Option-Adjusted Spread

OCC:Office of the Comptroller of the Currency

OCI:Other Comprehensive Income (Loss)

OREO:Other Real Estate Owned

OTTI:Other-Than-Temporary Impairment

PCA: Prompt Corrective Action

PCI: Purchased Credit Impaired

RCC:Risk Compliance Committee

ROU:Right-of-Use

RSF: Required Stable Funding

SAR: Stock Appreciation Right

SBA: Small Business Administration

SCB:Stress Capital Buffer

SEC:United States Securities and Exchange Commission

SLB: Stress Leverage Buffer

TBA:To Be Announced

TCJA:Tax Cuts and Jobs Act

TDR:Troubled Debt Restructuring

TILA: Truth in Lending Act

TRA: Tax Receivable Agreement

U.S.: United States of America

U.S. GAAP:United States Generally Accepted Accounting Principles

VA:United StatesDepartment of Veteran Affairs

VIE:Variable Interest Entity

VRDN:Variable Rate Demand Note

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

 

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

TABLE 1: Selected Financial Data    

 

TABLE 1: Selected Financial Data

      
   For the three months
ended June 30,
   %   For the six months
ended June 30,
   %   For the three months
ended March 31,
   

%

Change

 
($ in millions, except for per share data)       2018             2017   Change       2018             2017   Change   2019 2018 

 

Income Statement Data

                   

Net interest income (U.S. GAAP)

 

$

   1,020          939      

$

   2,016          1,872       $1,082  996    9 

Net interest income (FTE)(a)(b)

    1,024          945         2,023          1,884        1,086  999    9 

Noninterest income

    743          564    32      1,652          1,087    52     1,101  909    21 

Total revenue(a)

    1,767          1,509    17      3,675          2,971    24     2,187  1,908    15 

Provision for loan and lease losses

    33          52    (37)     56          126    (56) 

Provision for credit losses(c)

   90  13    592 

Noninterest expense

    1,037          957         2,083          1,943        1,097  1,010    9 

Net income attributable to Bancorp

    586          367    60      1,290          672    92     775  701    11 

Net income available to common shareholders

    563          344    64      1,252          634    97     760  686    11 

 

Common Share Data

                   

Earnings per share - basic

 

$

   0.81          0.46    76   

$

   1.80          0.84    115    $1.14  0.98    16 

Earnings per share - diluted

    0.80          0.45    78      1.77          0.83    113     1.12  0.96    17 

Cash dividends declared per common share

    0.18          0.14    29      0.34          0.28    21     0.22  0.16    38 

Book value per share

    21.97          20.42         21.97          20.42        24.77  21.44    16 

Market value per share

    28.70          25.96    11      28.70          25.96    11     25.22  31.75    (21

 

Financial Ratios

                   

Return on average assets

    1.66  %    1.05    58      1.84  %    0.97    90     2.11 2.01    5 

Return on average common equity

    15.3          9.0    70      17.0          8.4    102     19.6  18.8    4 

Return on average tangible common equity(b)

    18.4          10.7    72      20.4          10.0    104     23.9  22.6    6 

Dividend payout ratio

    22.2          30.4    (27)     18.9          33.3    (43) 

Dividend payout

   19.3  16.3    18 

Average total Bancorp shareholders’ equity as a percent of average assets

    11.38          11.84    (4)     11.45          11.78    (3)    11.43  11.41    - 

Tangible common equity as a percent of tangible assets(b)(h)

    9.33          9.02         9.33          9.02     

Tangible common equity as a percent of tangible assets(b)(i)

   8.21  9.03    (9

Net interest margin(a)(b)

    3.21          3.01         3.19          3.01        3.28  3.18    3 

Net interest rate spread(a)(b)

    2.86          2.75         2.86          2.77        2.87  2.88    - 

Efficiency(a)(b)

    58.7          63.4    (7)     56.7          65.4    (13)    50.2  52.9    (5

 

Credit Quality

                   

Net lossescharged-off

 

$

   94          64    47   

$

   175          153    14    $77  81    (5

Net lossescharged-off as a percent of average portfolio loans and leases

    0.41  %    0.28    46      0.38  %    0.34    12     0.32 0.36    (11

ALLL as a percent of portfolio loans and leases

    1.17          1.34    (13)     1.17          1.34    (13)    1.02  1.24    (18

Allowance for credit losses as a percent of portfolio loans and leases(c)

    1.31          1.52    (14)     1.31          1.52    (14) 

Allowance for credit losses as a percent of portfolio loans and leases(d)

   1.14  1.40    (19

Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO

    0.52          0.72    (28)     0.52          0.72    (28)    0.45  0.55    (18

 

Average Balances

                   

Loans and leases, including held for sale

 

$

   93,232          92,653      

$

   93,051          92,721       $98,362  92,869    6 

Total securities and other short-term investments

    34,935          33,481         34,806          33,329     

Total assets

    141,529          140,344         141,547          140,243     

Transaction deposits(d)

    97,574          95,825         97,298          96,419     

Core deposits(e)

    101,592          99,570         101,235          100,205     

Wholesale funding(f)

    20,464          20,665    (1)     20,511          19,900     

Securities and other short-term investments

   36,101  34,677    4 

Total Assets

   148,968  141,450    5 

Transaction deposits(e)

   100,647  97,018    4 

Core deposits(f)

   105,507  100,874    5 

Wholesale funding(g)

   22,187  20,558    8 

Bancorp shareholders’ equity

    16,108          16,615    (3)     16,209          16,522    (2)    17,025  16,146    5 

 

Regulatory Capital and Liquidity Ratios

                

CET1 capital(g)

    10.91  %    10.63         10.91  %    10.63     

Tier I risk-based capital(g)

    12.02          11.76         12.02          11.76     

Total risk-based capital(g)

    15.21          15.22         15.21          15.22     

CET1 capital(h)

   9.60 10.82    (11

Tier I risk-based capital(h)

   10.67  11.95    (11

Total risk-based capital(h)

   13.68  15.25    (10

Tier I leverage

    10.24          10.07         10.24          10.07        10.32  10.11    2 

Modified LCR

    116          115         116          115        113  113    - 

 
(a)

Amounts presented on an FTE basis. The FTE adjustment for the three months endedJuneMarch 30, 201831, 2019 and 20172018 was$4and $6,$3, respectively and for the six months endedJune 30, 2018and 2017 was$7 and $12, respectively..

(b)

These arenon-GAAP measures. For further information, refer to theNon-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.

(d)(e)

Includes demand deposits, interest checking deposits, savings deposits, money market deposits and foreign office deposits.

(e)(f)

Includes transaction deposits and other time deposits.

(f)(g)

Includes certificates $100,000 and over, other deposits, federal funds purchased, other short-term borrowings and long-term debt.

(g)(h)

Under the U.S. banking agencies’ Basel III Final Rule, assets and credit equivalent amounts ofoff-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.

(h)(i)

Excludes unrealized gains and losses.

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

 

 

OVERVIEW

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. At June 30, 2018,March 31, 2019, the Bancorp had $140.7$167.9 billion in assets and operated 1,1581,207 full-service banking centers and 2,4582,559 Fifth Third branded ATMs in ten states throughout the Midwestern and Southeastern regions of the U.S. The Bancorp reports on four business segments: Commercial Banking, Branch Banking, Consumer Lending and Wealth and Asset Management. The Bancorp also has an approximate 3.3% interest in Vantiv Holding, LLC. The carrying value of the Bancorp’s investment in Vantiv Holding, LLC was $426 million at June 30, 2018.

This overview of MD&A highlights selected information in the financial results of the Bancorp and may not contain all of the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources and critical accounting policies and estimates, you should carefully read this entire document as well as the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017.2018. Each of these items could have an impact on the Bancorp’s financial condition, results of operations and cash flows. In addition, refer to the Glossary of Abbreviations and Acronyms in this report for a list of terms included as a tool for the reader of this quarterly report on Form10-Q. The abbreviations and acronyms identified therein are used throughout this MD&A, as well as the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements.

Net interest income, net interest margin, net interest rate spread and the efficiency ratio are presented in MD&A on an FTE basis. The FTE basis adjusts for thetax-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 andnon-taxable amounts. The FTE basis for presenting net interest income is anon-GAAP measure. For further information, refer to theNon-GAAP Financial Measures section of MD&A.

The Bancorp’s revenues are dependent on both net interest income and noninterest income. For the three months ended June 30, 2018,March 31, 2019, net interest income on an FTE basis and noninterest income each provided 58% and 42%50% of total revenue, respectively. For the six months ended June 30, 2018, net interest income on an FTE basis and noninterest income provided 55% and 45% of total revenue, respectively.revenue. The Bancorp derives the majority of its revenues within the U.S. from customers domiciled in the U.S. Revenue from foreign countries and external customers domiciled in foreign countries was immaterial to the Condensed Consolidated Financial Statements for both the three and six months ended June 30, 2018.March 31, 2019. Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that drive the performance of the Bancorp. As discussed later in the Risk Management section of MD&A, risk identification, measurement, monitoring, control and reporting are important to the management of risk and to the financial performance and capital strength of the Bancorp.

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

Noninterest income is derived from service charges on deposits, wealth and asset management revenue, corporate banking revenue, card and processing revenue, mortgage banking net revenue, net securities gains or losses and other noninterest income. Noninterest expense includes personnel costs, net occupancy expense, technology and communication costs, equipmentnet occupancy expense, card and processing expense, equipment expense and other noninterest expense.

Vantiv,Acquisition of MB Financial, Inc.

On March 22, 2019, Fifth Third Bancorp completed its acquisition of MB Financial, Inc. in a stock and Vantivcash 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 as of December 31, 2018 and is the holding company of MB Financial Bank, N.A. 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 preferred stock with a fair value of $197 million remains outstanding and is recognized as a noncontrolling interest on the Condensed Consolidated Balance Sheets. Through its ownership of all of the common stock, the Bancorp controls 95% of the voting equity interests in MB Financial, Inc.

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 March 31, 2019 due to the timing of the close of the acquisition. For more information on the acquisition of MB Financial, Inc., refer to Note 3 of the Notes to Condensed Consolidated Financial Statements.

Worldpay Holding, LLC Transactions

On January 16, 2018, Vantiv, Inc. completedMarch 18, 2019, the Bancorp exchanged its previously announced acquisitionremaining 10,252,826 Class B Units of Worldpay Group plc. with the resulting combined company namedHolding, 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, the Bancorp recognized a gain of $414$562 million in other noninterest income during the first quarter of 2018 associated with the dilution in its ownership interest in Vantiv Holding, LLC from approximately 8.6% to approximately 4.9%.

On June 27, 2018, the Bancorp completed the sale of 5 million shares of Class A common stock of Worldpay, Inc., formerly Vantiv, Inc. The Bancorp had previously received these Class A shares in exchange for Class B Units of Vantiv Holding, LLC. The Bancorp recognized a gain of $205 million related to the sale.2019. As a result of the sale, the Bancorp no longer beneficially owns approximately 3.3%any of Worldpay’sWorldpay, Inc.’s equity through its ownershipsecurities.

Management’s Discussion and Analysis of approximately 10.3 million Class B Units. TheFinancial Condition and Results of Operations (continued)

Accelerated Share Repurchase Transaction

During the three months ended March 31, 2019, the Bancorp entered into an accelerated share repurchase transaction. As part of this transaction, the Bancorp entered into a forward contract in which the final number of shares delivered at settlement will be based generally on a discount to the average daily volume weighted-average price of the Bancorp’s remaining interestcommon stock during the term of the repurchase agreement. For more information on the accelerated share repurchase program, refer to Note 18 of the Notes to Condensed Consolidated Financial Statements. For a summary of the Bancorp’s accelerated share repurchase transaction that was entered into during the three months ended March 31, 2019, refer to Table 2.

TABLE 2: Summary of Accelerated Share Repurchase Transaction

      
Repurchase Date  

        Amount    

        ($ in millions)    

   Shares Repurchased on
Repurchase Date
   Shares Received from
Forward Contract
Settlement
  Total Shares    
Repurchased    
  Settlement Date        

March 27, 2019

  $            913    31,779,280   (a)  (a)  (a)
(a)

This accelerated share repurchase transaction consists of two supplemental confirmations each with a notional amount of $456.5 million. The settlement of the transaction is expected to occur on or before June 28, 2019.

Senior Notes Offerings

On January 25, 2019, the Bancorp issued and sold $1.5 billion of 3.65% senior fixed-rate notes, with a maturity of five years, due on January 25, 2024. These notes will be redeemable by the Bancorp, in Vantiv Holding, LLCwhole 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 $426 million continuesthe principal amount of the notes to be accounted for as an equity method investment givenredeemed plus accrued and unpaid interest up to, but excluding, the natureredemption date.

On February 1, 2019, Fifth Third Bank issued and sold, under its bank notes program, $300 million of Vantiv Holding, LLC’s structure assenior floating-rate notes, with a limited liability companymaturity of three years, due on February 1, 2022. Interest on the floating-rate notes is3-month LIBOR plus 64 bps. These notes will be redeemable by Fifth Third 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 contractual arrangements between Vantiv Holding, LLC andunpaid interest up to, but excluding, the Bancorp.redemption date.

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 arewere exchangeable on aone-to-one basis for Class A common stock or cash aftercash.

During the initial180-daylock-up period expires.

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

At the time2019, all of the IPO, the Bancorp recognized a $16 million gain on its investment in GreenSky, LLC, which was included in other noninterest income in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018. At June 30, 2018, the investmentBancorp’s units in GS Holdings was $53 million, which was included in equity securities in the Condensed Consolidated Balance Sheets.

Accelerated Share Repurchase Transactions

During the six months ended June 30, 2018,were converted for Class A common stock on aone-to-one basis and the Bancorp entered into or settled accelerated share repurchase transactions. As part of these transactions, the Bancorp entered into forward contracts in which the final number ofsold 85,000 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 14 of the Notes to Condensed Consolidated Financial Statements. For a summary of the Bancorp’s accelerated share repurchase transactions that were entered into or settled during the six months ended June 30, 2018, refer to Table 2.

TABLE 2: 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         

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 

Senior Notes Offering

On March 14, 2018, the Bancorp issued and sold $650 million of 3.95% senior fixed-rate notes, with a maturity of ten years, due on March 14, 2028. 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 June 5, 2018, the Bancorp issued and sold $250 million of senior floating-rate notes, with a maturity of three years, due on June 4, 2021. Interest on the floating-rate notes is3-month LIBOR plus 47 bps. These notes will be redeemable, 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.

2018 Branch Optimization Plan

Customer interactions and service and sales activity in Branch Banking continue to evolve with changing demographics and technology applications. Customers are increasingly utilizing digital tools to interact with their financial institutions in conducting their transactions while still utilizing physical branches for consultations and new product and service initiation. During the past three years, these developments and other business strategies led to a net decrease of 141 in the number of retail branches, or 11% of the Bancorp’s total branch count, through consolidations and sales.

The Bancorp continues to evaluate its retail network distribution in light of changes in customer behavior while developing new analytical tools that provide enhanced capabilities to optimize the profitability and growth potential of branches. In slower growth mature markets these developments enable the Bancorp to achieve efficiencies through well-executed branch consolidations without materially impacting deposit flows and/or revenue growth while maintaining the service quality standards. While continuing to evaluate such actions, the Bancorp is also focused on achieving higher retail household and deposit growth in other parts of its footprint – mainly in markets that exhibit faster economic growth and where the Bancorp has significant opportunities to capture higher market share. To that extent, based on the strategic business evaluationan immaterial gain that was performed during the second quarter of 2018, over the next2-3 years, as part of the 2018 Branch Optimization Plan, the Bancorp plans to close between100-125 branches in more mature markets and open between100-125 new branches in higher growth markets where the Bancorp already has a strong and high performing retail branch presence. With the existing local presence and familiarity with the customer demographics, and with newly developed analytical tools, the Bancorp expects to achieve higher growth rates as a result of these actions.

As of June 30, 2018, the Bancorp had identified 29 specific branches for closure under the 2018 Branch Optimization Plan with these closures expected to be completed prior to December 31, 2018. The Bancorp expects to identify the remaining branches to be closed under the 2018 Branch Optimization Plan over the next 12 to 18 months. Additionally, the Bancorp has elected to sell 21 parcels of land which had previously been held for future branch expansion.

The adoption of the 2018 Branch Optimization Plan during the second quarter of 2018 required the Bancorp to perform assessments of the recoverability of the long-lived assets for which the Bancorp believes that it is more likely than not that the assets will be disposed of significantly before the end of their previously estimated useful lives. As a result, during the second quarter of 2018 the Bancorp recognized impairment losses of $33 million associated with these lower of cost or market adjustments in other noninterest income in the Condensed Consolidated Statements of Income. For further information aboutDuring the 2018 Branch Optimization plan, refer to Note 7second quarter of 2019, the Bancorp sold its remaining shares of Class A common stock for a gain of approximately $1 million that will be recognized in the second quarter of 2019 Condensed Consolidated Statements of Income. As a result of the Notes to Condensed Consolidated Financial Statements.sale in the second quarter of 2019, the Bancorp no longer beneficially owns any of GreenSky, Inc.’s equity securities.

Earnings Summary

The Bancorp’s net income available to common shareholders for the secondfirst quarter of 20182019 was $563$760 million, or $0.80$1.12 per diluted share, which was net of $23$15 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the secondfirst quarter of 20172018 was $344$686 million, or $0.45$0.96 per diluted share, which was net of $23$15 million in preferred stock dividends. The Bancorp’s net income available to common shareholders for the six months ended June 30, 2018 was $1.3 billion, or $1.77 per diluted share, which was net of $38 million in preferred stock dividends. For the six months ended June 30, 2017, the Bancorp’s net income available to common shareholders was $634 million, or $0.83 per diluted share, which was net of $38 million in preferred stock dividends.

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

Net interest income on an FTE basis(non-GAAP) was $1.0$1.1 billion and $2.0 billion$999 million for the three and six months ended June 30,March 31, 2019 and 2018, respectively, an increase of $79 million and $139 million compared to the same periods in the prior year.respectively. Net interest income was positively impacted by increases in yields on average loans and leases and increases in average taxable securitiesof 62 bps for the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsthree months ended March 31, 2018. Net interest income also benefited from an increase in average commercial and industrial loans of $4.3 billion for the prior year.three months ended March 31, 2019 compared to the three months ended March 31, 2018. 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 JuneDecember 2018. These positive impacts were partially offset by increases in the rates paid on average interest-bearing core deposits and average long-term debt for both the three and six months ended June 30, 2018March 31, 2019 compared to the same periods inthree months ended March 31, 2018. Due to the prior year.timing of the close of the MB Financial, Inc. acquisition, amortization and accretion of premiums and discounts on acquired loans and deposits had an immaterial impact on net interest income for the three months ended March 31, 2019. Net interest margin on an FTE basis(non-GAAP) was 3.21% and 3.19%3.28% for the three and six months ended June 30, 2018, respectivelyMarch 31, 2019 compared to 3.01%3.18% for both periods in the prior year.three months ended March 31, 2018.

Noninterest income increased $179$192 million for the three months ended June 30, 2018March 31, 2019 compared to the same period in the prior yearthree months ended March 31, 2018 primarily due to increases in other noninterest income and corporate banking revenue. Other noninterest income increased $165$132 million duringfor the three months ended June 30, 2018March 31, 2019 compared to the three months ended June 30, 2017March 31, 2018 primarily due to the gain on sale of Worldpay,WorldPay, Inc. shares partially offset by an increase in the net losses on disposition and impairment of bank premises and equipment and a reduction in the equity method income from the Bancorp’s interest in Vantiv Holding, LLC. Corporate banking revenue increased $19 million for the three months ended June 30, 2018 compared to the same period in the prior year primarily due to increases in institutional sales revenue, contract revenue from commercial customer derivatives and foreign exchange fees, partially offset by a decrease in letter of credit fees.

Noninterest income increased $565 million for the six months ended June 30, 2018 compared to the six months ended June 30, 2017 primarily due to increases in other noninterest income and corporate banking revenue. Other noninterest income increased $548 million during the six months ended June 30, 2018 compared to the same period in the prior year primarily due to the gain related to Vantiv, Inc’s acquisition of Worldpay Group plc. that was recognized in the first quarter of 2018 and the aforementioned gain on sale of Worldpay, Inc. shares, partially offset by an increase in the net losses on disposition and impairment of bank premises and equipment, an increase in the loss on the swap associated with the sale of Visa, Inc. Class B Shares and reduction inshares partially offset by the equity method income fromgain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. recognized during the Bancorp’s interest in Vantiv Holding, LLC.first quarter of 2018. Corporate banking revenue increased $33 million during the six months ended June 30, 2018 compared to the same period in the prior year primarily due to increases in lease remarketing fees, institutional sales revenue, contract revenue from commercial customer derivatives and foreign exchange fees, partially offset by decreases in business lending fees and letter of credit fees.

Noninterest expense increased $80$24 million for the three months ended June 30, 2018March 31, 2019 compared to the same period inthree months ended March 31, 2018. The increase from the prior year was primarily driven by increases in institutional sales, lease remarketing fees and business lending fees of $9 million, $9 million and $6 million, respectively. These increases were partially offset by a decrease in foreign exchange fees of $2 million.

Noninterest expense increased $87 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to increases in personnel costs (salaries, wages and technology and communications expense. Personnel costs increased $66 million for the three months ended June 30, 2018 compared to the same period in the prior year driven by an increase in base compensation, variable compensation, long-term incentive compensation and severance costs. Technology and communications expense increased $10 million for the three months ended June 30, 2018 compared to the same period in the prior year driven primarily by increased investment in regulatory, compliance and growth initiatives.

Noninterest expense increased $140 million for the six months ended June 30, 2018 compared to the same period in the prior year primarily due to increases personnel costs,incentives plus employee benefits), technology and communications expense and other noninterest expense.

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

The increase in noninterest expense included the recognition by the Bancorp of $76 million of merger-related expenses related to the MB Financial, Inc. acquisition for the three months ended March 31, 2019. Personnel costs increased $102$53 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period in the prior yearthree months ended March 31, 2018 primarily driven by an increase in base$35 million of merger-related expenses, the addition of personnel costs from the acquisition of MB Financial, Inc. and higher deferred compensation variable compensation, long-term incentive compensation and severance costs.expense. Technology and communications expense increased $19$15 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period in the prior yearthree months ended March 31, 2018 primarily driven primarily by $11 million of merger-related expenses and increased investment in regulatory, compliance and growth initiatives. Other noninterest expense increased $17$18 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period in the prior yearthree months ended March 31, 2018 primarily due to the recognition of $30 million of merger-related expenses related to the acquisition of MB Financial, Inc. Those expenses included $20 million in acquisition expenses recorded in other, net, $6 million in professional service fees and $4 million in marketing expense. These increases in the impairment on affordable housing investments, marketing expense and donations expense,were partially offset by an increasea decrease in the benefit for the reserve for unfunded commitments.FDIC insurance and other taxes.

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 loan and leasecredit losses was $33$90 million and $56$13 million for the three and six months ended June 30,March 31, 2019 and 2018, respectively, compared to $52 million and $126 million for the comparable periods in 2017.respectively. Net lossescharged-off as a percent of average portfolio loans and leases increased to 0.41%were 0.32% during the three months ended June 30, 2018first quarter of 2019 compared to 0.28%0.36% during the same period in the prior year and increased to 0.38% for the six months ended June 30, 2018 compared to 0.34% for the same period in the prior year.first quarter of 2018. At June 30, 2018,March 31, 2019, nonperforming portfolio assets as a percent of portfolio loans and leases and OREO decreasedincreased to 0.52%0.45% compared to 0.53%0.41% at December 31, 2017.2018. 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’s capital ratios exceed the “well-capitalized” guidelines as defined by the PCA requirements of the U.S. banking agencies. As of June 30, 2018,March 31, 2019, as calculated under the Basel III standardized approach, the CET1 capital ratio was 10.91%9.60%, the Tier I risk-based capital ratio was 12.02%10.67%, the Total risk-based capital ratio was 15.21%13.68% and the Tier I leverage ratio was 10.24%10.32%.

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

 

 

NON-GAAP FINANCIAL MEASURES

The following arenon-GAAP measures which provide useful insight to the reader of the Condensed Consolidated Financial Statements but should be supplemental to primary U.S. GAAP measures and should not be read in isolation or relied upon as a substitute for the primary U.S. GAAP measures.

The FTE basis adjusts for thetax-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 andnon-taxable amounts.

The following table reconciles thenon-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 3:Non-GAAP Financial Measures - Financial Measures and Ratios on an FTE basisTABLE 3:Non-GAAP Financial Measures - Financial Measures and Ratios on an FTE basis

 

     For the three months ended    
June 30,
           For the six months ended    
June 30,
   For the three months ended
March 31,
 
($ in millions)   2018              2017          2018        2017    2019 2018 

 

Net interest income (U.S. GAAP)

 $    1,020           939       2,016    1,872       $1,082  996 

Add: FTE adjustment

   4           6       7    12        4  3 

 
Net interest income on an FTE basis (1) $    1,024           945       2,023    1,884       $1,086  999 
Net interest income on an FTE basis (annualized) (2)   4,107           3,790       4,080    3,768        4,404  4,052 
Interest income (U.S. GAAP) $    1,269           1,106       2,474    2,192       $1,433  1,206 
Add: FTE adjustment   4           6       7    12        4  3 

 

Interest income on an FTE basis

 $    1,273           1,112       2,481    2,204       $1,437  1,209 

Interest income on an FTE basis (annualized) (3)

Interest income on an FTE basis (annualized) (3)

 

  5,106           4,460       5,003    4,445        5,828  4,903 

Interest expense (annualized) (4)

 $    999           670       924    645       $1,424  852 

Noninterest income (5)

   743           564       1,652    1,087        1,101  909 

Noninterest expense (6)

Noninterest expense (6)

 

  1,037           957       2,083    1,943        1,097  1,010 

Average interest-earning assets (7)

Average interest-earning assets (7)

 

  128,167           126,134       127,857    126,050        134,463  127,546 

Average interest-bearing liabilities (8)

   89,222           85,320       88,419    85,106        97,137  87,607 

Ratios:

            

Net interest margin on an FTE basis (2) / (7)

   3.21 %      3.01       3.19    3.01        3.28 3.18 

Net interest spread on an FTE basis (3) / (7) - (4) / (8)

   2.86           2.75       2.86    2.77     

Efficiency ratio on an FTE basis (6) / (1) + (5)

   58.7           63.4       56.7    65.4     

 

Net interest rate spread on an FTE basis ((3) / (7)) - ((4) / (8))

   2.87  2.88 

Efficiency ratio on an FTE basis (6) / ((1) + (5))

   50.2  52.9 

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 anon-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.

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

The following table reconciles thenon-GAAP financial measure of return on average tangible common equity to U.S. GAAP:GAAP for the three months ended:

TABLE 4:Non-GAAP Financial Measures - Return on Average Tangible Common Equity

 
     For the three months ended    
June 30,
           For the six months ended    
June 30,
 
TABLE 4:Non-GAAP Financial Measures - Return on Average Tangible Common EquityTABLE 4:Non-GAAP Financial Measures - Return on Average Tangible Common Equity

 

($ in millions)   2018              2017              2018            2017          March 31,
2019
 March 31,
2018
 

 

Net income available to common shareholders (U.S. GAAP)

 $    563           344        1,252         634        $760  686 

Add: Intangible amortization, net of tax

   1           -        2         1         2  1 

 
Tangible net income available to common shareholders $    564           344        1,254         635        $762  687 
Tangible net income available to common shareholders (annualized) (1)   2,262           1,380        2,529         1,270         3,090  2,786 
Average Bancorp shareholders’ equity (U.S. GAAP) $    16,108           16,615        16,209         16,522      

Average Bancorp’s shareholders’ equity (U.S. GAAP)

  $17,025  16,146 
Less: Average preferred stock   (1,331)          (1,331)       (1,331)        (1,331)        (1,331 (1,331

Average goodwill

   (2,462)          (2,424)       (2,458)        (2,420)        (2,682 (2,455

Average intangible assets

   (30)          (18)       (28)        (14)        (58 (27

 
Average tangible common equity (2) $    12,285           12,842        12,392         12,757        $12,954  12,333 

Return on average tangible common equity (1) / (2)

   18.4 %      10.7        20.4         10.0         23.9 22.6 

 

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 defined by U.S. GAAP or codified in the federal banking regulations and, therefore, are considered to benon-GAAP financial measures. The Bancorp encourages readers to consider its Condensed Consolidated Financial Statements in their entirety and not to rely on any single financial measure.

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

The following table reconcilesnon-GAAP capital ratios to U.S. GAAP:

TABLE 5:Non-GAAP Financial Measures - Capital Ratios

 
TABLE 5:Non-GAAP Financial Measures - Capital RatiosTABLE 5:Non-GAAP Financial Measures - Capital Ratios

 

As of ($ in millions)   June 30,      
2018        
   December 31,      
2017        
   March 31,
2019
 December 31,
2018
 

 

Total Bancorp Shareholders’ Equity (U.S. GAAP)

  $  16,232         16,365            $19,647  16,250 

Less: Preferred stock

    (1,331)        (1,331)            (1,331 (1,331

Goodwill

    (2,462)        (2,445)            (4,321 (2,478

Intangible assets

    (30)        (27)            (218 (40

AOCI

    552         (73)            (409 112 

 

Tangible common equity, excluding unrealized gains / losses (1)

    12,961         12,489             13,368  12,513 

Add: Preferred stock

    1,331         1,331             1,331  1,331 

 

Tangible equity (2)

  $  14,292         13,820            $14,699  13,844 

 

Total Assets (U.S. GAAP)

  $  140,695         142,193            $167,853  146,069 

Less: Goodwill

    (2,462)        (2,445)            (4,321 (2,478

Intangible assets

   (30)        (27)            (218 (40

AOCI, before tax

   699         (92)            (518 142 

 

Tangible assets, excluding unrealized gains / losses (3)

  $  138,902         139,629            $162,796  143,693 

 

Ratios:

        

Tangible equity as a percentage of tangible assets (2) / (3)

    10.29 %    9.90             9.03 9.63 

Tangible common equity as a percentage of tangible assets (1) / (3)

    9.33         8.94             8.21  8.71 

 

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

 

 

RECENT ACCOUNTING STANDARDS

Note 34 of the Notes to Condensed Consolidated Financial Statements provides a discussion of the significant new accounting standards applicable to the Bancorp and the expected impact of significant accounting standards issued, but not yet required to be adopted.

CRITICAL ACCOUNTING POLICIES

The Bancorp’s Condensed Consolidated Financial Statements are prepared in accordance with U.S. GAAP. Certain accounting policies require management to exercise judgment in determining methodologies, economic assumptions and estimates that may materially affect the Bancorp’s financial position, results of operations and cash flows. The Bancorp’s critical accounting policies include the accounting for the ALLL, reserve for unfunded commitments, income taxes, valuation of servicing rights, fair value measurements, goodwill and legal contingencies. These accounting policies are discussed in detail in the Critical Accounting Policies section of the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017.2018. There have been no material changes to the valuation techniques or models during the sixthree months ended June 30, 2018.March 31, 2019.

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

 

 

STATEMENTS OF INCOME ANALYSIS

Net Interest Income

Net interest income is the interest earned on loans and leases (including yield-related fees), securities and other short-term investments less the interest paid for 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.

TablesTable 6 and 7 presentpresents the components of net interest income, net interest margin and net interest rate spread for the three and six months ended June 30,March 31, 2019 and 2018, and 2017, as well as the relative impact of changes in the 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 other assets.

Net interest income on an FTE basis(non-GAAP) was $1.0$1.1 billion and $2.0 billion$999 million for the three and six months ended June 30,March 31, 2019 and 2018, respectively, an increase of $79 million and $139 million compared to the same periods in the prior year.respectively. Net interest income was positively impacted by an increaseincreases in yields on average loans and leases of 56 bps and 4962 bps for the three and six months ended June 30, 2018, respectively and increases in average taxable securities of $1.3 billion for both the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsthree months ended March 31, 2018. Net interest income also benefited from an increase in average commercial and industrial loans of $4.3 billion for the prior year.three months ended March 31, 2019 compared to the three months ended March 31, 2018. 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 JuneDecember 2018. These positive impacts were partially offset by increases in the rates paid on average interest-bearing core deposits and average long-term debt for both the three and six months ended June 30, 2018March 31, 2019 compared to the same periods in the prior year.three months ended March 31, 2018. The rates paid on average interest-bearing core deposits and average long-term debt increased 3147 bps and 2549 bps, respectively, for the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsperiod in the prior year. The rates paidDue to the timing of the close of the MB Financial, Inc. acquisition, amortization and accretion of premiums and discounts on average long-term debt increased 35 bpsacquired loans and 27 bpsdeposits had an immaterial impact on net interest income for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year.March 31, 2019.

Net interest rate spread on an FTE basis(non-GAAP) was 2.86%2.87% during both the three and six months ended June 30, 2018March 31, 2019 compared to 2.75% and 2.77%2.88% in the same periodsperiod in the prior year. Yields on average interest-earning assets increased 44 bps and 38 bps for the three and six months ended June 30, 2018, respectively, partially offset by a 33 bps and 29 bps increase in rates2018. Rates paid on average interest-bearing liabilities increased 49 bps, partially offset by a 48 bps increase in the yields on average interest-earning assets for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior year.three months ended March 31, 2018.

Net interest margin on an FTE basis(non-GAAP) was 3.21% and 3.19%3.28% for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to 3.01%3.18% for both the three and six months ended June 30, 2017.March 31, 2018. The increase for both periodsfrom the three months ended March 31, 2018 was driven primarily by the previously mentionedincrease in net interest income attributable to increases in average interest-earning assets and the net interest rate spreadyields on interest-earning assets, partially offset by decreasesa decrease in average free funding balances. The decreasesdecrease in average free funding balances for both periods werewas driven by a decrease in average demand deposits of $2.1 billion and $1.7$3.3 billion for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior year.three months ended March 31, 2018.

Interest income on an FTE basis from loans and leases(non-GAAP) increased $136$206 million and $232 million forduring the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods inthree months ended March 31, 2018 driven by the prior year. The increases were primarily due to the aforementioned increasespreviously mentioned increase in yields on average loansloan and leases, as well as increases in the volumebalance of average commercial and industrial loans, average other consumer loans and average commercial mortgage loans. For more information on the Bancorp’s loan and lease portfolio, refer to the Loans and Leases subsection of the Balance Sheet Analysis section of MD&A. Interest income from investment securities and other short-term investments increased $25$22 million and $45 million forduring the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior yearthree months ended March 31, 2018 primarily as a result of the aforementioned increases in average taxable securities and yields on average taxable securities.

Interest expense on core deposits increased $56 million and $91$97 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior year. The increases werethree months ended March 31, 2018 primarily due to increasesan increase in the cost of average interest-bearing core deposits to 65 bps and 5899 bps for the three and six months ended June 30, 2018, respectively,March 31, 2019 from 34 bps and 3352 bps for the three and six months ended June 30, 2017, respectively.March 31, 2018. The increasesincrease in the cost of average interest-bearing core deposits for both periods werewas primarily due to increasesan increase in the rates paid oncost of 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 $26 million and $47$44 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior yearthree months ended March 31, 2018 primarily due to the aforementioned increases in the rates paid on average long-term debt coupled with increasesand average other short-term borrowings, partially offset by a decrease in average long-term debt.other short-term borrowings. Refer to the Borrowings subsection of the Balance Sheet Analysis section of MD&A for additional information on the Bancorp’s borrowings. During both the three and six months ended June 30,March 31, 2019 and 2018, average wholesale funding represented 23% of average interest-bearing liabilities compared to 24% and 23% during the three and six months ended June 30, 2017, respectively.liabilities. For more information on the Bancorp’s interest rate risk management, including estimated earnings sensitivity to changes in market interest rates, see the Market Risk Management subsection of the Risk Management section of MD&A.

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

 

 

TABLE 6: Condensed Average Balance Sheets and Analysis of Net Interest Income on an FTE BasisTABLE 6: Condensed Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis

 

TABLE 6: Condensed Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis

 

For the three months ended  June 30, 2018 June 30, 2017 Attribution of Change in
Net Interest Income(a)
   March 31, 2019 March 31, 2018 Attribution of Change in
Net Interest Income(a)
 
($ in millions)  Average
Balance
   Revenue/
Cost
   Average
Yield/
Rate
 Average
Balance
   Revenue/
Cost
   Average
Yield/
Rate
 Volume   Yield/Rate   Total   Average
Balance
 Revenue/
Cost
   Average
Yield/
Rate
 Average
Balance
 Revenue/
Cost
   Average
Yield/
Rate
 Volume Yield/Rate Total 

Assets:

                            

Interest-earning assets:

                            

Loans and leases:(b)

                            

Commercial and industrial loans

  $42,327    449    4.26 $41,656    374    3.60 $    6      69      75   $46,070   530    4.67 $41,799  409    3.96 $44  77  121 

Commercial mortgage loans

   6,521    72    4.43  6,861    63    3.65  (4)     13      9    7,417   88    4.80  6,588  68    4.20  10  10  20 

Commercial construction loans

   4,743    59    4.94  4,306    43    4.01  5      11      16    4,838   66    5.55  4,671  53    4.59  2  11  13 

Commercial leases

   3,847    27    2.82  4,039    27    2.73  (1)     1      -    3,555   27    3.08  3,960  27    2.78  (3 3   - 

Total commercial loans and leases

   57,438    607    4.24  56,862    507    3.57  6      94      100    61,880   711    4.66  57,018  557    3.96  53  101  154 

Residential mortgage loans

   16,213    144    3.56  16,024    141    3.54  2      1      3    16,150   147    3.71  16,086  143    3.60  (1 5  4 

Home equity

   6,672    81    4.85  7,385    77    4.20  (7)     11      4    6,356   84    5.34  6,889  78    4.62  (6 12  6 

Automobile loans

   8,968    73    3.26  9,410    67    2.87  (3)     9      6 

Indirect secured consumer loans

   9,176   86    3.79  9,064  70    3.12  1  15  16 

Credit card

   2,221    66    11.96  2,080    57    10.95  4      5      9    2,396   75    12.63  2,224  68    12.36  5  2  7 

Other consumer loans

   1,720    29    6.75  892    15    6.63  14      -      14    2,404   44    7.49  1,588  25    6.58  15  4  19 

Total consumer loans

   35,794    393    4.40  35,791    357    4.01        10      26      36    36,482   436  �� 4.85  35,851  384    4.35  14  38  52 

Total loans and leases

  $93,232    1,000    4.30 $92,653    864    3.74 $16      120      136   $98,362   1,147    4.73 $92,869  941    4.11 $67  139  206 

Securities:

                            

Taxable

   33,380    266    3.20  32,092    244    3.05  10      12      22    34,320   281    3.32  33,133  263    3.21  9  9  18 

Exempt from income taxes(b)

   81    1    4.03  68    1    5.10   -      -      -    28   -    4.80  73   -    1.40   -   -   - 

Other short-term investments

   1,474    6    1.62  1,321    3    0.99  1      2      3    1,753   9    1.97  1,471  5    1.37  2  2  4 

Total interest-earning assets

  $128,167    1,273    3.98 $126,134    1,112    3.54 $27      134      161   $134,463   1,437    4.33 $127,546  1,209    3.85 $78  150  228 

Cash and due from banks

   2,179      2,175             2,217     2,175       

Other assets

   12,320      13,272             13,391     12,924       

Allowance for loan and lease losses

   (1,137)       (1,237)                (1,103    (1,195    

Total assets

  $      141,529       $     140,344               $148,968     $141,450     

Liabilities and Equity:

                            

Interest-bearing liabilities:

                            

Interest checking deposits

  $28,715    55    0.76 $26,014    25    0.38 $3      27      30   $33,697   97    1.18 $28,403  44    0.63 $9  44  53 

Savings deposits

   13,618    3    0.10  14,238    2    0.06   -      1      1    13,052   5    0.15  13,546  3    0.07  (1 3  2 

Money market deposits

   22,036    39    0.71  20,278    17    0.34  2      20      22    23,133   59    1.03  20,750  27    0.53  4  28  32 

Foreign office deposits

   371    1    0.45  380    -    0.18  1      -      1    208   -    0.60  494   -    0.13   -   -   - 

Other time deposits

   4,018    13    1.34  3,745    11    1.23  1      1      2    4,860   22    1.80  3,856  12    1.25  4  6  10 

Total interest-bearing core deposits

   68,758    111    0.65  64,655    55    0.34  7      49      56    74,950   183    0.99  67,049  86    0.52  16  81  97 

Certificates $100,000 and over

   2,155    7    1.35  2,623    9    1.36  (2)     -      (2   3,358   18    2.13  2,284  8    1.49  6  4  10 

Other deposits

   198    1    1.80  264    1    0.98  (1)     1      -    726   4    2.43  379  1    1.44  2  1  3 

Federal funds purchased

   1,080    5    1.76  311    1    0.94  3      1      4    2,019   12    2.43  692  2    1.43  7  3  10 

Other short-term borrowings

   2,452    11    1.84  4,194    10    0.93  (6)     7      1    646   6    3.62  2,423  8    1.34  (9 7  (2

Long-term debt

   14,579    114    3.11  13,273    91    2.76  11      12      23    15,438   128    3.35  14,780  105    2.86  4  19  23 

Total interest-bearing liabilities

  $89,222    249    1.12 $85,320    167    0.79 $12      70      82   $97,137   351    1.46 $87,607  210    0.97 $    26  115  141 

Demand deposits

   32,834      34,915             30,557     33,825       

Other liabilities

   3,345       3,467                4,227     3,852     

Total liabilities

  $125,401      $123,702            $131,921     $125,284       

Total equity

  $16,128       $16,642               $17,047     $16,166     

Total liabilities and equity

  $141,529       $140,344               $    148,968     $    141,450     

Net interest income (FTE)(c)

    $1,024      $945    $15      64      79    $    1,086     $999    $52  35    87 

Net interest margin (FTE)(c)

       3.21      3.01           3.28     3.18   

Net interest rate spread (FTE)(c)

       2.86       2.75            2.87      2.88    

Interest-bearing liabilities to interest-earning assets

Interest-bearing liabilities to interest-earning assets

 

      69.61        67.64        

Interest-bearing liabilities to interest-earning assets

 

    72.24     68.69  
(a)

Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.

(b)

The FTE adjustments included in the above table were$4and $6$3 for the three months endedJuneMarch 30, 201831, 2019 and 2017, respectively.

(c)

Net interest income (FTE), net interest margin (FTE) and net interest rate spread (FTE) arenon-GAAP measures. For further information, refer to theNon-GAAP Financial Measures section of MD&A.

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

TABLE 7: Condensed Average Balance Sheets and Analysis of Net Interest Income on an FTE Basis

For the six months ended

  

June 30, 2018

  

June 30, 2017

  

Attribution of Change in

Net Interest Income(a)

 

($ in millions)

  

Average

Balance

   

Revenue/

Cost

   

Average

Yield/

Rate

  

Average

Balance

   

Revenue/

Cost

   

Average

Yield/

Rate

  

Volume

   

Yield/Rate

   

Total

 

Assets:

                

Interest-earning assets:

                

Loans and leases:(b)

                

  Commercial and industrial loans

  $42,064    858    4.11 $41,773    732    3.53 $5      121      126 

  Commercial mortgage loans

   6,555    140    4.32   6,903    123    3.60   (7)     24      17 

  Commercial construction loans

   4,707    111    4.77   4,147    80    3.89   12      19      31 

  Commercial leases

   3,903    54    2.80   3,972    54    2.71   (2)     2      - 

Total commercial loans and leases

   57,229    1,163    4.10   56,795    989    3.51   8      166      174 

  Residential mortgage loans

   16,150    287    3.58   15,912    280    3.55   5      2      7 

  Home equity

   6,780    159    4.74   7,482    152    4.09   (16)     23      7 

  Automobile loans

   9,016    143    3.19   9,597    135    2.84   (8)     16      8 

  Credit card

   2,223    134    12.16   2,111    125    11.95   7      2      9 

  Other consumer loans

   1,653    54    6.67   824    27    6.57   27      -      27 

Total consumer loans

   35,822    777    4.38   35,926    719    4.04   15      43      58 

Total loans and leases

  $93,051    1,940    4.21 $92,721    1,708    3.72 $23      209      232 

Securities:

                

  Taxable

   33,257    529    3.21   31,954    488    3.08   21      20      41 

  Exempt from income taxes(b)

   77    1    2.79   61    2    5.41   -      (1)     (1

Other short-term investments

   1,472    11    1.50   1,314    6    0.86   -      5      5 

Total interest-earning assets

  $127,857    2,481    3.91 $126,050    2,204    3.53 $44      233      277 

  Cash and due from banks

   2,177       2,190          

  Other assets

   12,679       13,248          

  Allowance for loan and lease losses

   (1,166)             (1,245)                         

Total assets

  $     141,547            $     140,243                         

Liabilities and Equity:

                

Interest-bearing liabilities:

                

  Interest checking deposits

  $28,560    99    0.70 $26,385    45    0.34 $4      50      54 

  Savings deposits

   13,582    6    0.08   14,178    4    0.05   -      2      2 

  Money market deposits

   21,397    66    0.62   20,440    34    0.33   1      31      32 

  Foreign office deposits

   432    1    0.27   417    -    0.15   1      -      1 

  Other time deposits

   3,937    25    1.30   3,786    23    1.23   1      1      2 

Total interest-bearing core deposits

   67,908    197    0.58   65,206    106    0.33   7      84      91 

  Certificates $100,000 and over

   2,220    16    1.42   2,601    17    1.36   (2)     1      (1

  Other deposits

   288    2    1.57   213    1    0.85   -      1      1 

  Federal funds purchased

   887    7    1.63   474    2    0.78   2      3      5 

  Other short-term borrowings

   2,438    19    1.60   3,050    12    0.81   (3)     10      7 

  Long-term debt

   14,678    217    2.98   13,562    182    2.71   16      19      35 

Total interest-bearing liabilities

  $88,419    458    1.05 $85,106    320    0.76 $20      118      138 

Demand deposits

   33,327       34,999          

Other liabilities

   3,571             3,589                         

Total liabilities

  $125,317      $123,694          

Total equity

  $16,230            $16,549                         

Total liabilities and equity

  $141,547            $140,243                         

Net interest income (FTE)(c)

    $2,023      $1,884    $24      115      139 

Net interest margin (FTE)(c)

       3.19      3.01     

Net interest rate spread (FTE)(c)

       2.86       2.77      

Interest-bearing liabilities to interest-earning assets

 

   69.15             67.52               
(a)

Changes in interest not solely due to volume or yield/rate are allocated in proportion to the absolute dollar amount of change in volume and yield/rate.

(b)

The FTE adjustments included in the above table were$7and $12for the six months endedJune 30, 2018, and 2017, respectively.

(c)

Net interest income (FTE), net interest margin (FTE) and net interest rate spread (FTE) arenon-GAAP measures. For further information, refer to theNon-GAAP Financial Measures section of MD&A.

Provision for Loan and LeaseCredit Losses

The Bancorp provides as an expense an amount for probable loan and leasecredit 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 the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017.2018. The provision is recorded to bring the ALLL and reserve for unfunded commitments to a level deemed appropriate by the Bancorp to cover losses inherent in the portfolio.portfolios. Actual credit losses on loans and leases are charged against the ALLL. The amount of loans and leases actually removed from the Condensed Consolidated Balance Sheets isare referred to as acharge-off.charge-offs. Net charge-offs include current period charge-offs less recoveries on previouslycharged-off loans and leases.

The provision for loan and leasecredit losses was $33$90 million and $56$13 million for the three and six months ended June 30,March 31, 2019 and 2018, respectively, compared to $52 million and $126 million during the same periods in the prior year.respectively. The decreaseincrease in provision expense for both the three and six months ended June 30, 2018March 31, 2019 compared to the same period in the prior year was primarily due to a decrease in the levelimpact of lower commercial criticized assets and overall reserve rates during the three months ended March 31, 2018, combined with overall improved credit quality. The ALLL decreased $119 million from Decemberan increase in total outstanding loan balances as of March 31, 2017 to $1.1 billion at June 30, 2018. At June 30, 2018, the ALLL as a percent2019, exclusive of portfolio loans and leases decreased to 1.17% compared to 1.30% at December 31, 2017.acquired in the MB Financial, Inc. acquisition.

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

 

 

The ALLL increased $12 million from December 31, 2018 to $1.1 billion at March 31, 2019. At March 31, 2019, the ALLL as a percent of portfolio loans and leases decreased to 1.02%, compared to 1.16% at December 31, 2018. This decrease reflects the impact of the MB Financial, Inc. acquisition, which added approximately $13.5 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. The reserve for unfunded commitments increased $2 million from December 31, 2018 to $133 million at March 31, 2019. This increase reflects the impact of the MB Financial, Inc. acquisition, which included approximately $1 million in reserves for unfunded commitments at the acquisition date.

Refer to the Credit Risk Management subsection of the Risk Management section of MD&A as well as Note 67 of the Notes to Condensed Consolidated Financial Statements for more detailed information on the provision for loan and leasecredit 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 the ALLL.reserve for unfunded commitments.

Noninterest Income

Noninterest income increased $179 million and $565$192 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior year.three months ended March 31, 2018.

The following table presents the components of noninterest income:

TABLE 8: Components

TABLE 7: Components of Noninterest Income              
   For the three months ended  
   March 31,  
($ in millions)   2019    2018   % Change 

Service charges on deposits

  $131    137   (4

Wealth and asset management revenue

   112    113   (1

Corporate banking revenue

   112    88   27 

Card and processing revenue

   79    79   - 

Mortgage banking net revenue

   56    56   - 

Other noninterest income

   592    460   29 

Securities gains (losses), net

   16    (11  NM 

Securities gains (losses), net -non-qualifying hedges on MSRs

   3    (13  NM 

Total noninterest income

  $1,101    909   21 

Service charges on deposits

Service charges on deposits decreased $6 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to decreases of Noninterest Income$5 million in commercial deposit fees and $1 million in consumer deposit fees.

      For the three months ended
June 30,
         For the six months ended
June 30,
     
($ in millions)        2018       2017      % Change     2018   2017  % Change 

Service charges on deposits

 $  137       139      (1)   $  275       277      (1)  

Wealth and asset management revenue

   108       103      5      221       211      5   

Corporate banking revenue

   120       101      19      208       175      19   

Card and processing revenue

   84       79      6      163       153      7   

Mortgage banking net revenue

   53       55      (4)     109       108      1   

Other noninterest income

   250       85      194      708       160      343   

Securities (losses) gains, net

   (5)      -      NM     (15)      1      NM  

Securities (losses) gains, net -non-qualifying hedges on MSRs

    (4)      2      NM      (17)      2      NM  

Total noninterest income

 $  743       564      32    $  1,652       1,087      52   

Wealth and asset management revenue

Wealth and asset management revenue increased $5 million and $10decreased $1 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior year. The increase for both the three and six months ended June 30, 2018 compared to the same periods inMarch 31, 2018. The decrease from the prior year was primarily due to increases of $3included a $2 million decrease in securities and $8 million, respectively, in private client service feesbroker income driven by an increasemarket volatility and a $2 million decrease in assets under managementinstitutional fees as a result of strong market performance and increased asset production.restructuring the Bancorp’s investment management business to focus on core client strategies. These decreases were partially offset by a $3 million increase in private client services driven by acquisitions since the quarter ended March 31, 2018. The Bancorp’s trust and registered investment advisory businesses had approximately $368$394 billion and $330$363 billion in total assets under care at June 30,as of March 31, 2019 and 2018, and 2017, respectively, and managed $37$44 billion and $34$37 billion in assets for individuals, corporations andnot-for-profit organizations at June 30,as of March 31, 2019 and 2018, and 2017, respectively.

Corporate banking revenue

Corporate banking revenue increased $19$24 million and $33 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year. The increase for the three months ended June 30, 2018March 31, 2019 compared to the same period inthree months ended March 31, 2018. The increase from the prior year was primarily driven by increases in institutional sales, revenue, contract revenue from commercial customer derivativeslease remarketing fees and foreign exchangebusiness lending fees of $11$9 million, $5$9 million and $4$6 million, respectively. These benefitsincreases were partially offset by a decrease in letter of creditforeign exchange fees of $2 million. The increase for the six months ended June 30, 2018 compared to the same period in the prior year was primarily driven by increases in lease remarketing fees, institutional sales revenue, contract revenue from commercial customer derivatives and foreign exchange fees of $26 million, $7 million, $6 million and $5 million, respectively. The increase in lease remarketing fees for the six months ended June 30, 2018 included the impact of a $31 million impairment charge related to certain operating lease assets that was recognized during the first quarter of 2017. These benefits were partially offset by decreases in business lending fees and letter of credit fees of $6 million and $4 million, respectively.

Card and processing revenue

Card and processing revenue increased $5 million and $10 million for the three and six months ended June 30, 2018 compared to the same periods in the prior year. The increases for both the three and six months ended June 30, 2018 compared to the same periods in the prior year were primarily driven by an increase in the number of actively used cards and customer spend volume.

Mortgage banking net revenue

Mortgage banking net revenue decreased $2 millionwas flat for the three months ended June 30, 2018 and increased $1 million for the six months ended June 30, 2018March 31, 2019 compared to the same periods in the prior year.three months ended March 31, 2018.

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

 

 

The following table presents the components of mortgage banking net revenue:

TABLE 9: Components of Mortgage Banking Net Revenue

TABLE 8: Components of Mortgage Banking Net Revenue       
   For the three months ended    
June 30,
 

For the six months ended  
June 30,

 For the three months ended
March 31,
 
($ in millions) 2018   2017       2018       2017   2019 2018 

Origination fees and gains on loan sales

 $  28  37       52     66   $25  24 

Net mortgage servicing revenue:

        

Gross mortgage servicing fees

   54  49       106     97    55  53 

Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs

  (29 (31)      (49)    (55)   (24 (21

Net mortgage servicing revenue

  25  18       57     42    31  32 

Mortgage banking net revenue

 $  53  55       109     108  

Total mortgage banking net revenue

 $56  56 

Origination fees and gains on loan sales decreased $9 million and $14increased $1 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsthree months ended March 31, 2018 primarily driven by an increase in the prior year driven by a decrease in originations and lower marginspositive fair value adjustments on portfolio loans held at fair value due to the interest rate environment. Residential mortgage loan originations decreased to $2.1remained flat at $1.6 billion and $3.6 billion duringfor both the three and six months ended June 30, 2018, respectively, compared to $2.3 billionMarch 31, 2019 and $4.2 billion during the same periods in the prior year.2018.

Net mortgage servicing revenue increased $7 million and $15decreased $1 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periods in the prior year. The increases for the three and six months ended June 30,March 31, 2018 comparedprimarily due to the same periodsan increase in the prior year included increasesnet negative valuation adjustments of $3 million, partially offset by an increase in gross mortgage servicing fees of $5 million and $9 million, respectively, and decreases in net negative valuation adjustments of $2 million and $6 million, respectively.million. Refer to Table 109 for the components of net valuation adjustments on the MSR portfolio and the impact of thenon-qualifying hedging strategy:strategy.

TABLE 10: Components of Net Valuation Adjustments on MSRs

TABLE 9: Components of Net Valuation Adjustments on MSRs       
   For the three months ended  
June 30,
 

  For the six months ended  
June 30,

 For the three months ended
March 31,
 
($ in millions)    2018           2017       2018        2017       2019 2018 

Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio

 $  (16)     16    (65)    15    $60  (49

Changes in fair value:

         

Due to changes in inputs or assumptions

   21      (17)   78     (13)    (57 57 

Other changes in fair value

  (34)     (30)   (62)    (57)    (27 (29

Net valuation adjustments on MSR and free-standing derivatives purchased to economically hedge MSRs

 $  (29)     (31)   (49)    (55)  

Net valuation adjustments on MSRs and free-standing derivatives purchased to economically hedge MSRs

 $(24 (21

Mortgage rates increaseddecreased during both the three and six months ended June 30, 2018March 31, 2019 which caused modeled prepayment speeds to slow.rise. The fair value of the MSR increased $21portfolio decreased $57 million and $78 million, respectively, due to changes to inputs to the valuation model including prepayment speeds and OAS spread assumptions and decreased $34$27 million and $62 million, respectively, due to the passage of time, including the impact of regularly scheduled repayments, paydowns and payoffs forduring the three and six months ended June 30, 2018.

March 31, 2019. Mortgage rates decreasedincreased during both the three and six months ended June 30, 2017March 31, 2018 which caused modeled prepaymentsprepayment speeds to increase, which led to fair value adjustments on servicing rights.slow. The fair value of the MSR decreased $17portfolio increased $57 million and $13 million, respectively, due to changes to inputs to the valuation model including prepayment speeds and OAS spread assumptions and decreased $30$29 million and $57 million, respectively, due to the passage of time, including the impact of regularly scheduled repayments, paydowns and payoffs forduring the three and six months ended June 30, 2017.March 31, 2018.

Further detail on the valuation of MSRs can be found in Note 1014 of the Notes to Condensed Consolidated Financial Statements. The Bancorp maintains anon-qualifying hedging strategy to manage a portion of the risk associated with changes in the valuation of the MSR portfolio. Refer to Note 1115 of the Notes to Condensed Consolidated Financial Statements for more information on the free-standing derivatives used to economically hedge the MSR portfolio.

In addition to the derivative positions used to economically hedge the MSR portfolio, the Bancorp acquires various securities as a component of itsnon-qualifying hedging strategy. The Bancorp recognized net gains of $3 million and net losses of $4 million and $17$13 million during the three and six months ended June 30,March 31, 2019 and 2018, respectively, and net gains of $2 million during both the three and six months ended June 30, 2017, recorded in securities gains (losses) gains,, net -non-qualifying hedges on MSRs in the Bancorp’s Condensed Consolidated Statements of Income.

The Bancorp’s total residential mortgage loans serviced at June 30,as of March 31, 2019 and 2018 and 2017 were $78.5$101.3 billion and $78.0$77.2 billion, respectively, with $62.2$83.9 billion and $61.8$61.0 billion, respectively, of residential mortgage loans serviced for others.

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

 

 

Other noninterest income

The following table presents the components of other noninterest income:

TABLE 11: Components of Other Noninterest Income

TABLE 10: Components of Other Noninterest IncomeTABLE 10: Components of Other Noninterest Income

 

 
     For the three months ended 
June 30,
   For the six months ended  
June 30,
   For the three months ended
March 31,
($ in millions)    2018    2017          2018      2017            2019   2018  

Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.

 $  -   -          414      -       

Gain on sale of Worldpay, Inc. shares

   205   -          205      -         $562   -  

Operating lease income

   22  24          45     49          21  23  

Private equity investment income

   16  12          35     26       

Cardholder fees

   14  13          27     27          14  14  

BOLI income

   14  13          27     25          14  13  

Insurance income

   5  2          11     3          6  6  

Consumer loan and lease fees

   6  6          11     11          5  5  

Banking center income

   6  5          11     10          5  5  

Private equity investment income

   4  20  

Equity method income (loss) from interest in Worldpay Holding, LLC

   2  (1 

Net gains (losses) on loan sales

   1  (1 

Loss on swap associated with the sale of Visa, Inc. Class B Shares

   (10 (9)         (49)    (22)         (31 (39 

Net losses on disposition and impairment of bank premises and equipment

   (33 (1)         (41)    (2)         (20 (8 

Net losses on loan sales

   -   -          (1)    (2)      

Equity method (loss) income from interest in Vantiv Holding, LLC

   -  12          (1)    24       

Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.

   -  414  

Other, net

  5  8          14     11          9  9  

Total other noninterest income

 $  250  85          708     160         $592  460  

Other noninterest income increased $165$132 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to the gain on sale of WorldPay, Inc. shares and a decrease in the loss on the swap associated with the sale of Visa, Inc. Class B shares partially offset by the gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. recognized during the first quarter of 2018. Additionally, the increase in other noninterest income was partially offset by a decrease in private equity investment income and an increase in the losses on disposition and impairment of bank premises and equipment.

The Bancorp recognized a $562 million gain related to the sale of WorldPay, Inc. shares during the three months ended June 30, 2018March 31, 2019. The Bancorp recognized a $414 million gain related to Vantiv, Inc’s acquisition of WorldPay Group plc. during the three months ended March 31, 2018. For additional information, refer to Note 21 of the Notes to Condensed Consolidated Financial Statements.

The Bancorp recognized a $31 million loss on the swap associated with the sale of Visa, Inc. Class B shares during the three months ended March 31, 2019 compared with a $39 million loss during the three months ended March 31, 2018.

Private equity investment income decreased $16 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to the gainrecognition of positive net valuation adjustments on sale of Worldpay, Inc. shares, partially offset by an increasecertain private equity investments in the net losses on disposition and impairmentfirst quarter of bank premises and equipment and a reduction in the equity method income from the Bancorp’s interest in Vantiv Holding, LLC.

The Bancorp recognized a $205 million gain2018. For additional information on the salevaluation of Worldpay, Inc. shares during the three months ended June 30, 2018. For more information,private equity investments, refer to Note 1725 of the Notes to Condensed Consolidated Financial Statements. Net losses on disposition and impairment of bank premises and equipment increased $12 million for the three months ended June 30, 2018 includedMarch 31, 2019 compared to the three months ended 2018. The increase was driven by the impact of branch impairment charges of $33 million.$20 million during the three months ended March 31, 2019 compared to $8 million during the three months ended March 31, 2018. For moreadditional information, refer to Note 78 of the Notes to Condensed Consolidated Financial Statements. Equity method income from the Bancorp’s interest in Vantiv Holding, LLC decreased $12 million for the three months ended June 30, 2018 compared to the same period in the prior year primarily due to a decrease in the Bancorp’s ownership percentage in Vantiv Holding, LLC from approximately 17.7% as of June 30, 2017 to approximately 3.3% as of June 30, 2018 and the impact of a reduction in Vantiv Holding, LLC net income for the three months ended June 30, 2018 compared to the same period in the prior year.

Other noninterest income increased $548 million during the six months ended June 30, 2018 compared to the same period in the prior year primarily due to the gain related to Vantiv, Inc’s acquisition of Worldpay Group plc. and the gain on sale of Worldpay, Inc. shares, partially offset by an increase in the net losses on disposition and impairment of bank premises and equipment, an increase in the loss on the swap associated with the sale of Visa, Inc. Class B Shares and a reduction in the equity method income from the Bancorp’s interest in Vantiv Holding, LLC.

The Bancorp recognized a $414 million gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc. during the six months ended June 30, 2018. For more information, refer to Note 17 of the Notes to Condensed Consolidated Financial Statements. The increase for the six months ended June 30, 2018 also included the impact of the previously mentioned $205 million gain on the sale of Worldpay, Inc. shares. Net losses on disposition and impairment of bank premises and equipment for the six months ended June 30, 2018 included the impact of the previously mentioned branch impairment charges of $33 million. During the six months ended June 30, 2018, the Bancorp recognized negative valuation adjustments of $49 million related to the Visa total return swap compared to negative valuation adjustments of $22 million during the six months ended June 30, 2017. The increase from the prior period was attributable to litigation developments and an increase in Visa, Inc.’s share price during the six months ended June 30, 2018. For additional information on the valuation of the swap associated with the sale of Visa, Inc. Class B Shares and the related litigation matters, refer to Note 15, Note 16 and Note 21 of the Notes to Condensed Consolidated Financial Statements. Equity method earnings from the Bancorp’s interest in Vantiv Holding, LLC decreased $25 million compared to the six months ended June 30, 2017 primarily due to a decrease in the Bancorp’s ownership percentage in Vantiv Holding, LLC and the impact of Worldpay, Inc.’s acquisition and integration costs.

Noninterest Expense

Noninterest expense increased $80$87 million for the three months ended June 30, 2018March 31, 2019 compared to the same period in the prior yearthree months ended March 31, 2018 primarily due to increases in personnel costs (salaries, wages and incentives plus employee benefits) and technology and communications expense. Noninterest expense increased $140 million for the six months ended June 30, 2018 compared to the same period in the prior year primarily due to increases personnel costs,, technology and communications expense and other noninterest expense.

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

The following table presents the components of noninterest expense:

TABLE 12: Components of Noninterest Expense

TABLE 11: Components of Noninterest Expense             
     For the three months ended  
June 30,
        For the six months ended  
June 30,
     For the three months ended
March 31,
     
($ in millions)     2018 2017    % Change   2018 2017   % Change   2019   2018    % Change 

Salaries, wages and incentives

 $   471  397   19      $   918  808   14       $479  447    7 

Employee benefits

    78  86   (9)        188  196   (4)       131  110    19 

Technology and communications

   83  68    22 

Net occupancy expense

    74  70   6         149  148   1        75  75    - 

Technology and communications

    67  57   18         135  116   16     

Card and processing expense

   31  29    7 

Equipment expense

    30  29   3         61  57   7        30  31    (3

Card and processing expense

    30  33   (9)        60  63   (5)    

Other noninterest expense

    287  285   1         572  555   3        268  250    7 

Total noninterest expense

 $   1,037  957   8      $   2,083  1,943   7       $1,097  1,010    9 

Efficiency ratio on an FTE basis(a)

    58.7 63.4       56.7 65.4       50.2 52.9    
(a)

This is anon-GAAP measure. For further information, refer to theNon-GAAP Financial Measures section of MD&A.

Personnel costs increased $66 million and $102 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year driven by an increase in base compensation, variable compensation, long-term incentive compensation and severance costs. The increase in base compensation was primarily due to personnel additions in information technology as well as an increase in the Bancorp’s minimum wage as a result of benefits received from the TCJA. Full-time equivalent employees totaled 18,163 at June 30, 2018 compared to 17,744 at June 30, 2017.

Technology and communications expense increased $10 million and $19 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year driven primarily by increased investment in regulatory, compliance and growth initiatives.

The following table presents the components of other noninterest expense:

TABLE 13: Components of Other Noninterest Expense

 

    For the three months ended
June 30,
      For the six months ended    
June 30,
($ in millions)    2018         2017       2018  2017    

Impairment on affordable housing investments

 

$

  47     38       95  77    

FDIC insurance and other taxes

   34     32       66  65    

Marketing

   30     30       62  49    

Loan and lease

   29     24       55  46    

Operating lease

   20     21       40  46    

Losses and adjustments

   16     11       33  26    

Professional service fees

   16     22       30  44    

Data processing

   15     15       28  28    

Travel

   13     12       26  23    

Postal and courier

   8     11       18  23    

Donations

   13     3       16  6    

Recruitment and education

   8     9       16  17    

Supplies

   4     4       7  7    

Insurance

   3     3       6  6    

(Benefit from) provision for the reserve for unfunded commitments

   (20)    3       (30 1    

Other, net

    51     47       104  91    

Total other noninterest expense

 

$

  287     285               572  555    

Other noninterest expense increased $2 million for the three months ended June 30, 2018 compared to the same period in the prior year primarily due to increases in donations expense and impairment on affordable housing investments, partially offset by an increase in the benefit from the reserve for unfunded commitments. Donations expense increased $10 million for the three months ended June 30, 2018 compared to the same period in the prior year primarily due to a contribution to the Fifth Third Foundation. Impairment on affordable housing investments increased $9 million for the three months ended June 30, 2018 compared to the same period in the prior year primarily driven by the change in the federal statutory corporate tax rate pursuant to the TCJA. The benefit from the reserve for unfunded commitments was $20 million for the three months ended June 30, 2018 compared to a provision for the reserve for unfunded commitments of $3 million for the same period in the prior year as a result of overall improved credit quality.

Other noninterest expense increased $17 million for the six months ended June 30, 2018 compared to the same period in the prior year primarily due to increases in the impairment on affordable housing investments, marketing expense and donations expense, partially offset by an increase in the benefit for the reserve for unfunded commitments. Impairment on affordable housing investments increased $18 million for the six months ended June 30, 2018 compared to the same period in the prior year primarily driven by the change in the federal statutory corporate tax rate pursuant to the TCJA. Marketing expense increased $13 million for the six months ended June 30, 2018 compared to the same period in the prior year primarily due to promotional offers during the six months ended June 30, 2018. Donations expense increased $10 million for the six months ended June 30, 2018 compared to the same period in the prior year primarily due to a contribution to the Fifth Third Foundation. The benefit from the reserve for unfunded commitments was $30 million for the six months ended June 30, 2018 compared to a provision for the reserve for unfunded commitments of $1 million for the same period in the prior year as a result of overall improved credit quality.

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

 

 

The Bancorp recognized $76 million of merger-related expenses related to the MB Financial, Inc. acquisition for the three months ended March 31, 2019. The following table provides a summary of merger-related expenses recorded in noninterest expense for the three months ended March 31, 2019:

TABLE 12: Merger-Related Expenses

($ in millions)

Merger-Related    

Expense    

Salaries, wages and incentives

$32    

Employee benefits

3    

Technology and communications

11    

Other noninterest expense

30    

Total

$76    

Personnel costs increased $53 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily driven by $35 million of merger-related expenses, the addition of personnel costs from the acquisition of MB Financial, Inc. and higher deferred compensation expense. Full-time equivalent employees totaled 20,115 at March 31, 2019 compared to 18,344 at March 31, 2018.

Technology and communications expense increased $15 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily driven by $11 million of merger-related expenses and increased investment in regulatory, compliance and growth initiatives.

The following table presents the components of other noninterest expense:    

TABLE 13: Components of Other Noninterest Expense          
   For the three months ended    
March 31,    
 
($ in millions)  2019   2018     

Marketing

  $36    32     

Loan and lease

   27    26     

Losses and adjustments

   22    17     

FDIC insurance and other taxes

   20    32     

Professional service fees

   19    13     

Operating lease

   18    21     

Data processing

   16    14     

Travel

   14    13     

Recruitment and education

   11    8     

Postal and courier

   9    9     

Donations

   3    3     

Supplies

   3    3     

Insurance

   3    3     

Loss on partnership investments

   -    2     

Other, net

   67    54     

Total other noninterest expense

  $268    250     

Other noninterest expense increased $18 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to the recognition of $30 million of merger-related expenses related to the acquisition of MB Financial, Inc. Those expenses included $20 million in acquisition expenses recorded in other, net, $6 million in professional service fees and $4 million in marketing expense. These increases were partially offset by a decrease in FDIC insurance and other taxes.

FDIC insurance and other taxes decreased $12 million for the three months ended March 31, 2019 compared to the three months ended March 31, 2018 primarily due to the elimination of the FDIC surcharge in the fourth quarter of 2018.

Applicable Income Taxes

The following table presents the Bancorp’s income before income taxes, applicable income tax expense and effective tax rate:

TABLE 14: Applicable Income Taxes 

TABLE 14: Applicable Income Taxes   
   

  For the three months ended  
June 30,

  

   For the six months ended  
June 30,

  For the three months ended    
March 31,    
 
($ in millions)   2018  2017   2018  2017  2019 2018     

  

 

Income before income taxes

 

$

  693      494       1,529    890       $996  882     

Applicable income tax expense

   107      127       239    218        221  181     

Effective tax rate

    15.5%  25.9       15.7    24.5        22.2 20.5     

Applicable income tax expense for all periods includes the benefit fromtax-exempt income,tax-advantaged investments and tax credits (and other related tax benefits), partially offset by the effect of proportional amortization of qualifying LIHTC investments and certain nondeductible expenses. The tax credits are primarily associated with theLow-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.

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

The decreasesincrease in the effective tax ratesrate for the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsperiod in the prior year werewas primarily related to the reductionan increase in the federal statutory corporatestate income tax rateexpense and a decrease in expectedlow-income housing tax credits and other tax benefits, partially offset by changes to previously deductible items associated with the enactmenta decrease of the TCJA.proportional amortization of qualifying LIHTC investments.

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 June 30, 2018,March 31, 2019, the Bancorp estimates that it may be necessary to recognize $15$4 million of additional income tax benefit over the next twelve months related to the settlement of stock-based awards, primarily in the first halfsecond quarter of 2019. 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.

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

 

 

BALANCE SHEET ANALYSIS

Loans and Leases

The Bancorp classifies its commercial loans and leases based upon primary purpose and consumer loans based upon product or collateral. Table 15 summarizes end of period loans and leases, including loans and leases held for sale, Table 16 summarizes loans acquired in the MB Financial, Inc. acquisition and Table 1617 summarizes average total loans and leases, including loans and leases held for sale.

TABLE 15: Components

TABLE 15: Components of Total Loans and Leases (including loans and leases held for sale)

 

  March 31, 2019  December 31, 2018 
As of ($ in millions) Carrying Value   % of Total  Carrying Value   % of Total 

Commercial loans and leases:

      

Commercial and industrial loans

 $51,925    47 $44,407    46

Commercial mortgage loans

  10,689    10   6,977    7 

Commercial construction loans

  5,231    5   4,657    5 

Commercial leases

  3,909    3   3,600    4 

Total commercial loans and leases

  71,754    65   59,641    62 

Consumer loans:

      

Residential mortgage loans

  17,437    16   16,041    17 

Home equity

  6,435    6   6,402    7 

Indirect secured consumer loans(a)

  10,031    9   8,976    9 

Credit card

  2,388    2   2,470    3 

Other consumer loans

  2,489    2   2,342    2 

Total consumer loans

  38,780    35   36,231    38 

Total loans and leases

 $110,534    100 $95,872    100

Total portfolio loans and leases (excluding loans and leases held for sale)

 $109,842       $95,265      
(a)

The Bancorp acquired indirect motorcycle, powersports, recreational vehicles 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)

      June 30, 2018  December 31, 2017
As of ($ in millions)    Carrying Value  % of Total    Carrying Value  % of Total  

Commercial loans and leases:

      

Commercial and industrial loans

 

$

  41,447  

45

      $41,170  

45

Commercial mortgage loans

   6,697  

7

   6,610  

7

Commercial construction loans

   4,687  

5

   4,553  

5

Commercial leases

    3,797  4   4,068  4

Total commercial loans and leases

    56,628  61   56,401  61

Consumer loans:

      

Residential mortgage loans

   16,298  18   16,077  17

Home equity

   6,599  7   7,014  8

Automobile loans

   8,938  10   9,112  10

Credit card

   2,270  2   2,299  2

Other consumer loans

    1,982  2   1,559  2

Total consumer loans

    36,087  39   36,061  39

Total loans and leases

 

$

  92,715  100      $92,462  100

Total portfolio loans and leases (excluding loans and leases held for sale)

 

$

  91,932         $              91,970   

Loans and leases, including loans and leases held for sale, increased $253 million$14.7 billion from December 31, 2017.2018. The increase from December 31, 2017 was the result of a $227 million increase in commercialtotal loans and leases as well as a $26 million increasewas primarily driven by the impact of the MB Financial, Inc. acquisition, which added $13.5 billion in consumer loans.total loans and leases upon acquisition. Table 16 summarizes the detail of loans and leases acquired from MB Financial, Inc. on March 22, 2019.

TABLE 16: Loans and Leases Acquired

       

($ in millions)

       

Commercial loans and leases:

   

Commercial and industrial loans

  $6,604  

Commercial mortgage loans

   3,531  

Commercial construction loans

   496  

Commercial leases

   436   

Total commercial loans and leases

   11,067   

Consumer loans:

   

Residential mortgage loans

   1,397  

Home equity

   174  

Indirect secured consumer loans

   802  

Credit card

   19  

Other consumer loans

   43   

Total consumer loans

   2,435   

Total loans and leases

  $13,502   

Total portfolio loans and leases (excluding loans and leases held for sale)

  $            13,490   

The following discussion excludes the impact of the MB Financial, Inc. acquisition. Commercial loans and leases increased $1.0 billion from December 31, 20172018 due to increases in commercial and industrial loans, commercial constructionmortgage loans and commercial mortgageconstruction loans, partially offset by a decrease in commercial leases. Commercial and industrial loans increased $277$914 million, or 1%,two percent, from December 31, 20172018 primarily as a result of an increase in new loan originations as well as a decrease in payoffs during the sixthree months ended June 30, 2018. Commercial construction loans increased $134 million, or 3%, from DecemberMarch 31, 2017 primarily due to increases in demand and draw levels on existing commitments.2019. Commercial mortgage loans increased $87$181 million, or 1%,three percent, from December 31, 20172018 primarily due toas a result of an increase in loan originations and increases in permanent financing from the Bancorp’s commercial construction loan portfolio. Commercial leases decreased $271construction loans increased $78 million, or 7%,two percent, from December 31, 20172018 primarily as a result of lower payoffs and paydowns as well as increases in draw levels on existing commitments as a result of seasonal trends. Commercial leases decreased $127 million, or four percent, from December 31, 2018 primarily as a result of a planned reduction in indirectnon-relationship based lease originations.

The following discussion excludes the impact of the MB Financial, Inc. acquisition. Consumer loans increased $114 million from December 31, 20172018 primarily due to increases in otherindirect secured consumer loans and residential mortgageother consumer loans, partially offset by decreases in home equity automobile loans and credit card. Indirect secured consumer loans increased $253 million, or three percent, from December 31, 2018 primarily as a result of loan production exceeding payoffs. Other consumer loans increased $423$104 million, or 27%,four percent, from December 31, 20172018 primarily due toas a result of growth inpoint-of-sale loan originations. Residential mortgage loans increased $221Home equity decreased $141 million, or 1%,two percent, from December 31, 2017 primarily due to the continued retention of certain agency conforming ARMs and certain other fixed-rate loans originated during the six months ended June 30, 2018. Home equity2018 as payoffs exceeded loan production. Credit card decreased $415$101 million, or 6%,four percent, from December 31, 20172018 primarily as payoffs exceeded new loan production. Automobile loans decreased $174 million, or 2%, from December 31, 2017 as payoffs exceeded new loan production due to a strategic shift focusing on improving risk-adjusted returns. Credit card decreased $29 million, or 1%, from December 31, 2017 primarily due toresult of decreases in balance-active customers and average balance per active customer, driven by seasonal trends from the paydown ofpaydowns inyear-end balances which were higher due to holiday spending.balances.

TABLE 16: Components of Average Loans and Leases (including loans and leases held for sale)

       June 30, 2018     June 30, 2017
For the three months ended ($ in millions)     Carrying Value  % of Total      Carrying Value  % of Total 

Commercial loans and leases:

        

Commercial and industrial loans

 $   42,327  45       $   41,656  45 

Commercial mortgage loans

    6,521  7    6,861  

Commercial construction loans

    4,743  5    4,306  

Commercial leases

     3,847  4     4,039  

Total commercial loans and leases

     57,438  61     56,862  61 

Consumer loans:

        

Residential mortgage loans

    16,213  18    16,024  18 

Home equity

    6,672  7    7,385  

Automobile loans

    8,968  10    9,410  10 

Credit card

    2,221  2    2,080  

Other consumer loans

     1,720  2     892  

Total consumer loans

     35,794  39     35,791  39 

Total average loans and leases

 $   93,232  100 $   92,653  100 

Total average portfolio loans and leases (excluding loans and leases held for sale)

 $   92,557    $               91,972   

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

 

 

TABLE 17: Components of Average Loans and Leases (including loans and leases held for sale)

  March 31, 2019  March 31, 2018 
For the three months ended ($ in millions) Carrying Value  % of Total  Carrying Value  % of Total 

Commercial loans and leases:

    

Commercial and industrial loans

 $46,070   48 $41,799   45

Commercial mortgage loans

  7,417   8   6,588   7 

Commercial construction loans

  4,838   5   4,671   5 

Commercial leases

  3,555   4   3,960   4 

Total commercial loans and leases

  61,880   65   57,018   61 

Consumer loans:

    

Residential mortgage loans

  16,150   16   16,086   18 

Home equity

  6,356   6   6,889   7 

Indirect secured consumer loans(a)

  9,176   9   9,064   10 

Credit card

  2,396   2   2,224   2 

Other consumer loans

  2,404   2   1,588   2 

Total consumer loans

  36,482   35   35,851   39 

Total average loans and leases

 $98,362   100 $92,869   100

Total average portfolio loans and leases (excluding loans and leases held for sale)

 $97,773      $92,334     
(a)

The Bancorp acquired indirect motorcycle, powersports, recreational vehicles 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”.

Average loans and leases, including loans and leases held for sale, increased $579 million$5.5 billion from June 30, 2017. The increase from June 30, 2017 was theMarch 31, 2018 as a result of a $576 million,$4.9 billion, or 1%,nine percent, increase in average commercial loans and leases as well as a $3$631 million, or two percent, increase in average consumer loans.

Average commercial loans and leases increased from June 30, 2017March 31, 2018 due to an increaseincreases in average commercial and industrial loans, average commercial mortgage loans and average commercial construction loans, partially offset by a decrease in average commercial mortgage loans and commercial leases. Average commercial and industrial loans increased $671 million,$4.3 billion, or 2%10%, from June 30, 2017March 31, 2018 primarily as a result of an increase in new loan originationoriginations as well as a decrease in payoffs.payoffs and the impact of the acquisition of MB Financial, Inc. Average commercial mortgage loans increased $829 million, or 13%, from March 31, 2018 primarily as a result of an increase in loan origination activity and the impact of the acquisition of MB Financial, Inc. Average commercial construction loans increased $437$167 million, or 10%,four percent, from June 30, 2017March 31, 2018 primarily due to increasesas a result of an increase in demand and draw levels on existing commitments. Average commercial mortgage loansleases decreased $340$405 million, or 5%10%, from June 30, 2017 primarily due to a decline in new loan origination activity driven by increased competition and an increase in paydowns. Average commercial leases decreased $192 million, or 5%, from June 30, 2017March 31, 2018 primarily as a result of a planned reduction in indirectnon-relationship based lease originations.

Average consumer loans increased from June 30, 2017 primarilyMarch 31, 2018 due to increases in average other consumer loans, average credit card, average indirect secured consumer loans and average residential mortgage loans, partially offset by decreasesa decrease in average home equity and average automobile loans. Average other consumer loans increased $828$816 million, or 93%51%, June 30, 2017from March 31, 2018 primarily due to growth inpoint-of-sale loan originations. Average credit card increased $172 million, or eight percent, from March 31, 2018 primarily due to increases in balance-active customers and average balance per active customer. Average indirect secured consumer loans increased $112 million, or one percent, from March 31, 2018 primarily due to the acquisition of MB Financial, Inc. Average residential mortgage loans increased $189$64 million or 1%, from June 30, 2017March 31, 2018 primarily driven by the continued retentionacquisition of certain agency conforming ARMs and certain other fixed-rate loans.MB Financial, Inc. Average home equity decreased $713$533 million, or 10%,eight percent, from June 30, 2017March 31, 2018 as payoffs exceeded new loan production. Average automobile loans decreased $442 million, or 5%, from June 30, 2017 as payoffs exceeded new loan production due to a strategic shift focusing on improving risk-adjusted returns.

Investment Securities

The Bancorp uses investment securities as a means of managing interest rate risk, providing both collateral for pledging purposes and for liquidity for satisfyingto satisfy regulatory requirements. Total investment securities were $32.7$35.8 billion and $33.6 billion at both June 30, 2018March 31, 2019 and December 31, 2017.2018, respectively. The taxableavailable-for-sale debt and other investment securities portfolio had an effective duration of 5.24.8 years at June 30, 2018March 31, 2019 compared to 4.75.0 years at December 31, 2017.2018.

Debt securities are classified asavailable-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 asheld-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 June 30, 2018,March 31, 2019, the Bancorp’s investment portfolio consisted primarily ofAAA-ratedavailable-for-sale debt and other securities. The Bancorp held $8 million in below investment grade securities at June 30, 2018 and an immaterial amount as ofin below-investment gradeavailable-for-sale debt and other securities at both March 31, 2019 and December 31, 2017. For2018. During both the three and six months ended June 30,March 31, 2019 and 2018 the Bancorp did not recognize OTTI on any of itsavailable-for-sale debt and other securities. For the three and six months ended June 30, 2017 the Bancorp recognized $14 million and $24 million, respectively, of OTTI on itsavailable-for-sale debt and other securities, included in securities (losses) gains, net, in the Condensed Consolidated Statements of Income.securities.

The following table summarizes the end of period components of investment securities:

TABLE 17: Components of Investment Securities

As of ($ in millions)        June 30,    
      2018     
   December 31,      
2017      
 

Available-for-sale debt and other securities (amortized cost basis):

    

 U.S. Treasury and federal agencies securities

  $98             98              

 Obligations of states and political subdivisions securities

   34             43              

 Mortgage-backed securities:

    

  Agency residential mortgage-backed securities(a)

   16,405             15,281              

  Agency commercial mortgage-backed securities

   10,308             10,113              

  Non-agency commercial mortgage-backed securities

   3,149             3,247              

 Asset-backed securities and other debt securities

   1,981             2,183              

 Other securities(b)

   614             612              

Totalavailable-for-sale debt and other securities

  $        32,589             31,577              

Held-to-maturity securities (amortized cost basis):

    

 Obligations of states and political subdivisions securities

  $17             22              

 Asset-backed securities and other debt securities

   2             2              

Totalheld-to-maturity securities

  $19             24              

Trading debt securities (fair value):

    

 U.S. Treasury and federal agencies securities

  $19             12              

 Obligations of states and political subdivisions securities

   58             22              

 Agency residential mortgage-backed securities

   75             395              

 Asset-backed securities and other debt securities

   128             63              

Total trading debt securities

  $280             492              

Total equity securities

  $475             439              
(a)

Includes interest-only mortgage-backed securities of $34 as of December 31, 2017 recorded at fair value with fair value changes recorded in securities gains, net in the Condensed Consolidated Statements of Income.

(b)

Other securities consist of FHLB, FRB and DTCC restricted stock holdings of$248,$364 and$2, respectively, atJune 30, 2018 and $248, $362, and $2, respectively, at December 31, 2017, that are carried at cost.

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

 

 

The following table summarizes the end of period components of investment securities:

TABLE 18: Components of Investment Securities

As of ($ in millions)  March 31,
2019
     December 31,
2018
 

Available-for-sale debt and other securities (amortized cost basis):

      

U.S. Treasury and federal agency securities

  $796      98 

Obligations of states and political subdivisions securities

   6      2 

Mortgage-backed securities:

      

Agency residential mortgage-backed securities

   15,614      16,403 

Agency commercial mortgage-backed securities

   12,382      10,770 

Non-agency commercial mortgage-backed securities

   3,338      3,305 

Asset-backed securities and other debt securities

   2,067      1,998 

Other securities(a)

   581      552 

Totalavailable-for-sale debt and other securities

  $        34,784              33,128 

Held-to-maturity securities (amortized cost basis):

      

Obligations of states and political subdivisions securities

  $16      16 

Asset-backed securities and other debt securities

   5      2 

Totalheld-to-maturity securities

  $21      18 

Trading debt securities (fair value):

      

U.S. Treasury and federal agency securities

  $7      16 

Obligations of states and political subdivisions securities

   25      35 

Agency residential mortgage-backed securities

   66      68 

Asset-backed securities and other debt securities

   227      168 

Total trading debt securities

  $325      287 

Total equity securities (fair value)

  $426      452 
(a)

Other securities consist of FHLB, FRB and DTCC restricted stock holdings of$137,$442 and$2, respectively, atMarch 31, 2019 and $184, $366 and $2, respectively, at December 31, 2018, that are carried at cost.

On an amortized cost basis,available-for-sale debt and other securities increased $1.0$1.7 billion from December 31, 20172018 primarily due to increases in agency residentialcommercial mortgage-backed securities and U.S. Treasury and federal agency commercial mortgage-backed securities, partially offset by a decrease in asset-backed securitiesagency residential mortgage-backed securities. The increase inavailable-for-sale debt and other securities includes the impact of the MB Financial, Inc. acquisition, which added approximately $832 million ofavailable-for-saledebt securities.and other securities at the acquisition date.

On an amortized cost basis,available-for-sale debt and other securities were 26%23% and 25% of total interest-earning assets at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. The estimated weighted-average life of the debt securities in theavailable-for-sale debt and other securities portfolio was 6.76.1 years at June 30, 2018March 31, 2019 compared to 6.5 years at December 31, 2017.2018. In addition, at June 30, 2018,March 31, 2019, the debt securities in theavailable-for-sale debt and other securities portfolio had a weighted-average yield of 3.22%3.27%, compared to 3.18%3.25% at December 31, 2017.2018.

Trading debt securities decreased $212increased $38 million from December 31, 20172018 primarily due to a decreasean increase in agency residential mortgage-backedasset-backed securities and other debt securities.

Information presented in Table 1819 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. Maturity and yield calculations for the totalavailable-for-sale debt and other securities portfolio exclude other securities that have no stated yield or maturity. Total net unrealized lossesgains on theavailable-for-sale debt and other securities portfolio were $628$264 million at June 30, 2018March 31, 2019 compared to net unrealized gainslosses of $174$298 million at December 31, 2017.2018. 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 decreasesincreases when interest rates increasedecrease or when credit spreads expand.contract.

TABLE 18: Characteristics

Management’s Discussion and Analysis ofAvailable-for-Sale Debt Financial Condition and Other Securities    Results of Operations (continued)

As of June 30, 2018 ($ in millions)     Amortized Cost   Fair Value   Weighted-Average
Life (in years)
   Weighted-Average    
Yield    
 

U.S. Treasury and federal agencies securities:

        

Average life of 1 year or less

  $-             -          -             3.65 %         

Average life 1 – 5 years

   98             96          4.6             2.16             

Total

  $98             96          4.6             2.16 %         

Obligations of states and political subdivisions securities:(a)

        

Average life of 1 year or less

   27             28          0.8             3.91             

Average life 1 – 5 years

   5             5          1.0             3.77             

Average life 5 – 10 years

   2             2          6.2             -             

Total

  $34             35          1.1             3.69 %         

Agency residential mortgage-backed securities:

        

Average life of 1 year or less

   1             1          0.2             4.43             

Average life 1 – 5 years

   5,869             5,799          4.3             3.43             

Average life 5 – 10 years

   9,490             9,290          7.3             3.18             

Average life greater than 10 years

   1,045             1,004          11.0             3.09             

Total

  $16,405             16,094          6.5             3.26 %         

Agency commercial mortgage-backed securities:

        

Average life of 1 year or less

   197             189          0.9             2.56             

Average life 1 – 5 years

   2,443             2,395          3.4             3.12             

Average life 5 – 10 years

   5,299             5,177          7.8             3.06             

Average life greater than 10 years

   2,369             2,277          11.6             3.12             

Total

  $10,308             10,038          7.5             3.08 %         

Non-agency commercial mortgage-backed securities:

        

Average life of 1 year or less

   -             -          0.4             4.53             

Average life 1 – 5 years

   338             334          4.5             3.25             

Average life 5 – 10 years

   2,811             2,752          6.7             3.26             

Total

  $3,149             3,086          6.5             3.26 %         

Asset-backed securities and other debt securities:

        

Average life of 1 year or less

   31             31          0.5             3.38             

Average life 1 – 5 years

   839             838          3.6             3.93             

Average life 5 – 10 years

   914             930          6.6             3.46             

Average life greater than 10 years

   197             199          10.5             3.41             

Total

  $1,981             1,998          5.6             3.65 %         

Other securities

   614             614                 

Totalavailable-for-sale debt and other securities

  $32,589             31,961          6.7             3.22 %         

TABLE 19: Characteristics ofAvailable-for-Sale Debt and Other Securities

 

  
As of March 31, 2019 ($ in millions)  Amortized Cost  Fair Value  Weighted-Average
Life (in years)
  Weighted-Average
Yield
   

U.S. Treasury and federal agency securities:

             

Average life of 1 year or less

   $647    648    0.2    2.38% 

Average life 1 – 5 years

    149    149    2.7    2.30  

Total

   $796    797    0.7    2.37% 

Obligations of states and political subdivisions securities:(a)

             

Average life of 1 year or less

    1    1    0.1    5.85 

Average life 1 – 5 years

    -    -    2.3    5.90 

Average life 5 – 10 years

    4    4    5.2    0.82 

Average life greater than 10 years

    1    1    10.0    2.86  

Total

   $6    6    5.0    2.53% 

Agency residential mortgage-backed securities:

             

Average life 1 – 5 years

    7,130    7,203    3.7    3.46 

Average life 5 – 10 years

    8,229    8,230    6.9    3.18 

Average life greater than 10 years

    255    256    11.2    3.20  

Total

   $15,614    15,689    5.5    3.31% 

Agency commercial mortgage-backed securities:

             

Average life of 1 year or less

    171    169    0.9    2.54 

Average life 1 – 5 years

    2,998    3,039    3.6    3.09 

Average life 5 – 10 years

    6,197    6,273    7.5    3.19 

Average life greater than 10 years

    3,016    3,032    12.2    3.15  

Total

   $12,382    12,513    7.6    3.15% 

Non-agency commercial mortgage-backed securities:

             

Average life of 1 year or less

    1    1    0.8    3.85 

Average life 1 – 5 years

    1,051    1,069    4.3    3.35 

Average life 5 – 10 years

    2,286    2,305    6.4    3.25  

Total

   $3,338    3,375    5.7    3.28% 

Asset-backed securities and other debt securities:

             

Average life of 1 year or less

    14    14    0.5    3.40 

Average life 1 – 5 years

    1,226    1,248    3.4    4.17 

Average life 5 – 10 years

    715    713    7.1    3.90 

Average life greater than 10 years

    112    112    10.2    4.33  

Total

   $2,067    2,087    5.0    4.08% 

Other securities

    581    581              

Totalavailable-for-sale debt and other securities

   $34,784    35,048    6.1    3.27%  
(a)

Taxable-equivalent yield adjustments included in the above table are 1.04%, 0.98%0.15%, 0.00%, 0.22%, 0.76% and 0.98%0.31% 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.

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

 

 

Deposits

The Bancorp’s deposit balances represent an important source of funding and revenue growth opportunity. The Bancorp continues to focus on core deposit growth in its retail and commercial franchises by improving customer satisfaction, building full relationships and offering competitive rates. Average core deposits represented 72%71% and 71%72% of the Bancorp’s average asset funding base at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively.

The following table presents the end of period components of deposits:

TABLE 19: Components of Deposits

TABLE 20: Components of Deposits

         
  March 31, 2019 December 31, 2018     
    June 30, 2018   December 31, 2017      
As of ($ in millions)    Balance   % of Total   Balance   % of Total   Balance   % of Total Balance   % of Total     

Demand

 $  32,680    32       $35,276    34      $35,963    29 $32,116    30%     

Interest checking

   29,452    28        27,703    27       35,746    29  34,058    31 

Savings

   13,455    13        13,425    13       14,451    12  12,907    12 

Money market

   21,593    21        20,097    19       25,942    21  22,597    21 

Foreign office

    336    -        484    1       154    -  240    - 

Transaction deposits

   97,516    94        96,985    94    

Total transaction deposits

   112,256    91  101,918    94 

Other time

    4,058    4        3,775    4       5,539    4  4,490    4 

Core deposits

   101,574    98        100,760    98    

Total core deposits

   117,795    95  106,408    98 

Certificates $100,000 and over(a)

    2,557    2        2,402    2       5,569    5  2,427    2 

Other deposits

   300    -   -    - 

Total deposits

 $  104,131    100       $    103,162    100      $    123,664    100 $    108,835    100%     
(a)

Includes$1.43.2 billionand $1.3$1.2 billion of institutional, retail and wholesale certificates $250,000 and over atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively.

CoreTotal deposits increased $814 million,$14.8 billion, or 1%14%, from December 31, 20172018 primarily driven by an increasedue to the MB Financial, Inc. acquisition as the Bancorp assumed commercial and consumer deposit balances of $531 million$14.5 billion at acquisition. Table 22 summarizes the detail of deposits assumed as a result of the MB Financial, Inc. acquisition on March 22, 2019.

TABLE 21: 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 the MB Financial, Inc. acquisition. Core deposits decreased $1.3 billion, or one percent, from December 31, 2018 primarily as a result of a decrease in transaction deposits. Transaction deposits increaseddecreased $1.8 billion, or two percent, from December 31, 20172018 primarily due to increasesdecreases in interest checkingdemand deposits and money marketinterest checking deposits, partially offset by an increase in money market deposits. Demand deposits decreased $2.2 billion, or seven percent, from December 31, 2018 primarily as a decrease in demandresult of balance migration into interest checking deposits. Interest checking deposits increased $1.7 billion,decreased $720 million, or 6%,two percent, from December 31, 2017 driven2018 primarily as a result of lower balances per commercial customer account partially offset by balance migration from demand deposit accounts and higher balances per commercial customer account.accounts. Money market deposits increased $1.5 billion,$774 million, or 7%,three percent, from December 31, 20172018 primarily as a result of promotional rate offers facilitated by the rising-rate environmentproduct offerings, which drove consumer customer acquisition. Demand deposits decreased $2.6

Certificates $100,000 and over increased $1.4 billion, or 7%56%, from December 31, 20172018 primarily as a result of the aforementioned commercial customer balance migration into interest checking deposits and lower balances per commercial customer account due to commercial customer seasonality.an increase in retail brokered certificates of deposit issued since December 31, 2018 to offset a seasonal decrease in core deposits.

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

The following table presents the components of average deposits for the three months ended:

TABLE 20: Components of Average Deposits

TABLE 22: Components of Average Deposits

         
  March 31, 2019 March 31, 2018     
    June 30, 2018      June 30, 2017         
($ in millions)    Balance   % of Total   Balance   % of Total   Balance   % of Total Balance   % of Total     

Demand

 $  32,834    32       $34,915    34      $30,557    28 $33,825    34%     

Interest checking

   28,715    28        26,014    25       33,697    31  28,403    27 

Savings

   13,618    13        14,238    14       13,052    12  13,546    13 

Money market

   22,036    21        20,278    20       23,133    21  20,750    20 

Foreign office

  371    -        380    -       208    -  494    - 

Transaction deposits

   97,574    94        95,825    93    

Total transaction deposits

   100,647    92  97,018    94 

Other time

  4,018    4        3,745    4       4,860    4  3,856    4 

Core deposits

   101,592    98        99,570    97    

Total core deposits

   105,507    96  100,874    98 

Certificates $100,000 and over(a)

   2,155    2        2,623    3       3,358    3  2,284    2 

Other

  198    -        264    -    

Other deposits

   726    1  379    - 

Total average deposits

 $  103,945    100       $    102,457    100      $        109,591    100 $103,537    100%     
(a)

Includes$1.12.0 billionand $1.3 billion$878 million of average institutional, retail and wholesale certificates $250,000 and over for the three months endedJuneMarch 30, 201831, 2019and 2017,2018, respectively.

On an average basis, core deposits increased $2.0$4.6 billion, or five percent, from June 30, 2017March 31, 2018 primarily due to an increase of $1.7$3.6 billion in average transaction deposits and an increase of $1.0 billion in average other time deposits. The increase in average transaction deposits was driven primarily by increases in average interest checking deposits and average money market deposits, partially offset by decreasesa decrease in average demand deposits and average savings deposits. Average interest checking deposits increased $2.7$5.3 billion, or 10%19%, from June 30, 2017,March 31, 2018, primarily due to balance migration from demand deposit accounts and an increase in average balances per commercial customer account. Average money market deposits increased $1.8$2.4 billion, or 9%11%, from June 30, 2017March 31, 2018 primarily as a result of promotional rate offers facilitated by the rising-rate environmentproduct offerings, which drove consumer customer acquisition. Average demand deposits decreased $2.1$3.3 billion, or 6%10%, from June 30, 2017March 31, 2018 primarily due to commercial customer balance migration into interest checking deposits. Average other time deposits andincreased from March 31, 2018 primarily as a decrease in average balances per commercial customer account.result of promotional offers.

Average certificates $100,000 and over decreased $468 millionincreased $1.1 billion from June 30, 2017March 31, 2018 primarily due to the maturity andrun-off of commercialan increase in retail brokered certificates of deposit since June 30, 2017.

Management’s Discussion and Analysisissued during the first quarter of Financial Condition and Results of Operations (continued)

2019 to offset a seasonal decrease in core deposits. Average other deposits increased $347 million from March 31, 2018 primarily due to an increase in average Eurodollar trade deposits.

Contractual maturities

The contractual maturities of certificates $100,000 and over as of June 30, 2018March 31, 2019 are summarized in the following table:

TABLE 21: Contractual Maturities of Certificates $100,000 and Over 

TABLE 23: Contractual Maturities of Certificates $100,000 and Over

 

($ in millions)

  

 

Next 3 months

  $4111,007  

3-6 months

   3281,257  

6-12 months

   9502,013  

After 12 months

   8681,292  

Total certificates $100,000 and over

  $        2,5575,569  

The contractual maturities of other time deposits and certificates $100,000 and over as of June 30, 2018March 31, 2019 are summarized in the following table:

TABLE 22: Contractual Maturities of Other Time Deposits and Certificates $100,000 and Over 

TABLE 24: Contractual Maturities of Other Time Deposits and Certificates $100,000 and Over

 

($ in millions)

  

 

Next 12 months

  $3,5757,685  

13-24 months

   2,1152,664  

25-36 months

   731575  

37-48 months

   163106  

49-60 months

   2339  

After 60 months

   839  

Total other time deposits and certificates $100,000 and over

  $        6,61511,108  

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. As of June 30, 2018, averageAverage total borrowings as a percent of average interest-bearing liabilities were 19% and 20% compared to 21% at March 31, 2019 and December 31, 2017.2018, respectively.

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

The following table summarizes the end of period components of borrowings:

TABLE 23: Components of Borrowings 

TABLE 25: Components of Borrowings

      
As of ($ in millions)  June 30, 2018   December 31, 2017       March 31, 2019  December 31, 2018    

Federal funds purchased

  $597        174                  $2,630   1,925    

Other short-term borrowings

   1,763        4,012                   1,329   573    

Long-term debt

   14,321        14,904                   15,483   14,426    

Total borrowings

  $               16,681                   19,090                  $        19,442   16,924    

Total borrowings decreased $2.4increased $2.5 billion, or 13%15%, from December 31, 2017 primarily2018 due to a decreaseincreases in long-term debt, other short-term borrowings. Other short-term borrowings decreased $2.2and federal funds purchased. Long-term debt increased $1.1 billion from December 31, 20172018 primarily driven by the issuance of $1.5 billion of unsecured senior fixed-rate notes, $300 million of unsecured senior floating-rate bank notes and $53 million of fair value adjustments associated with interest rate swaps hedging long-term debt during the three months ended March 31, 2019. The increase in long-term debt since December 31, 2018 also included the impact of $713 million of long-term debt assumed in the MB Financial, Inc. acquisition. These increases were partially offset by the maturities of $750 million of unsecured senior bank notes and $500 million of unsecured senior notes and $92 million of paydowns on long-term debt associated with automobile loan securitizations. For additional information regarding long-term debt issuances, refer to Note 17 of the Notes to Condensed Consolidated Financial Statements. Other short-term borrowings increased $756 million from December 31, 2018 primarily as a decreaseresult of other short-term borrowings assumed in the MB Financial, Inc. acquisition as well as an increase in FHLB advances. The level of other short-term borrowings can fluctuate significantly from period to period depending on funding needs and which sources are used to satisfy those needs. For further information on the components of other short-term borrowings, refer to Note 1216 of the Notes to Condensed Consolidated Financial Statements. Long-term debt decreased $583Federal funds purchased increased $705 million from December 31, 2017 primarily driven by the maturity of $600 million of unsecured senior bank notes and $500 million of unsecured subordinated debt, $264 million of paydowns on long-term debt associated with automobile loan securitizations and $86 million of fair value adjustments associated with interest rate swaps hedging long-term debt during the six months ended June 30, 2018. These decreases were partially offset by the issuance of $650 million of unsecured fixed-rate senior notes and $250 million of unsecured floating-rate senior notes since December 31, 2017. For additional information regarding the long-term debt issuance, refer to Note 13 of the Notes to Condensed Consolidated Financial Statements.

The following table summarizes components of average borrowings for the three months ended:

TABLE 24: Components of Average Borrowings 

TABLE 26: Components of Average Borrowings

      
($ in millions)  June 30, 2018   June 30, 2017           March 31, 2019        March 31, 2018    

Federal funds purchased

  $1,080        311                  $2,019   692    

Other short-term borrowings

   2,452        4,194                   646   2,423    

Long-term debt

   14,579        13,273                   15,438   14,780    

Total average borrowings

  $               18,111                   17,778                  $        18,103   17,895    

Total average borrowings increased $333$208 million, or 2%,one percent, compared to June 30, 2017,March 31, 2018, due to increases in average long-term debt and average federal funds purchased and average long term debt partially offset by decreasesa decrease in average other short-term borrowings. Average federal funds purchased increased $1.3 billion due to a reallocation of other short-term borrowings compared to March 31, 2018. Average long-term debt increased $1.3 billion$658 million compared to June 30, 2017.March 31, 2018. The increase was primarily driven by the issuanceissuances of $1.1$1.5 billion of unsecured senior fixed-rate notes, $1.3 billion of unsecured senior fixed-rate bank notes and $650$600 million of unsecured senior floating-rate bank notes during the fourth quarter of 2017 and the first quarter ofsince March 31, 2018, respectively, partially offset by the maturitymaturities of $2 billion in unsecured senior bank notes, $500 million in unsecured senior notes and $500 million of unsecured subordinated bank debt during the second quarter ofsince March 31, 2018. Average federal funds purchased increased $769 million due to additional borrowings. Average other short-term borrowings decreased $1.7$1.8 billion compared to June 30, 2017,March 31, 2018, primarily driven by the decrease in FHLB advances. 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.

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

 

 

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 2226 of the Notes to Condensed Consolidated Financial Statements. Results of the Bancorp’s business segments are presented based on its management structure and management accounting practices. The structure and accounting practices are specific to the Bancorp; therefore, the financial results of the Bancorp’s business segments are not necessarily comparable with similar information for other financial institutions. The Bancorp refines its methodologies from time to time as management’s accounting practices and businesses change.

The Bancorp manages interest rate risk centrally at the corporate level. By employing an FTP methodology, the business segments are insulated from most benchmark interest rate volatility, enabling them to focus on serving customers through the origination of loans and acceptance of deposits. The FTP methodology assigns charge rates 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, 20182019 to reflect the current market rates and updated market assumptions. These rates were generally higher than those in place during 2017,2018, thus net interest income for deposit-providing business segments was positively impacted during 2018.2019. FTP charge rates on assets were affected by the prevailing level of interest rates and by the duration and repricing characteristics of the portfolio. As overall market rates increased, the FTP charge increased for asset-generating business segments during 2018.2019.

The Bancorp’s methodology for allocating provision for loan and leasecredit 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 loan and leasecredit 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-sell opportunities and funding operations by accessing the capital markets as a collective unit.

The results of operations and financial position for the three and six months ended June 30, 2017 were adjusted to reflect changes in internal expense allocation methodologies.

The following table summarizes net income (loss) by business segment:

TABLE 25: Net Income (Loss) by Business Segment 

TABLE 27: Net Income (Loss) by Business Segment

 
 For the three months ended    
         For the three months ended     
 June  30, 
          For the six months ended     
 June 30, 
 March 31,    
($ in millions)    2018            2017                2018        2017              2019 2018    

Income Statement Data

           

Commercial Banking

 $ 289   237          547   453        $294  256    

Branch Banking

  147   111          282   215         217  134    

Consumer Lending

  (3)  3          (14)  1         8  (10)   

Wealth and Asset Management

  33   17          44   33         26  9    

General Corporate and Other

 120   (1)         431   (30)        230  312    

Net income

 $            586   367                     1,290   672        $775  701    

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

 

 

Commercial Banking

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

The following table contains selected financial data for the Commercial Banking segment:

TABLE 26: Commercial Banking 

TABLE 28: Commercial Banking

      
  For the three months ended    
      For the three months ended    
 June 30, 
      For the six months ended    
 June 30, 
  March 31,    
($ in millions)   2018    2017          2018       2017           2019   2018    

Income Statement Data

                 

Net interest income (FTE)(a)

 $  431  421       853  851      $513    422    

(Benefit from) provision for loan and lease losses

   (10) 22       (29) 29    

Provision for (benefit from) credit losses

   20    (20)   

Noninterest income:

            

Corporate banking revenue

   119  100       205  173       112    86    

Service charges on deposits

   70  73       139  146       66    71    

Other noninterest income

   40  55       103  110       49    62    

Noninterest expense:

            

Personnel costs

   80  69       168  154       109    88    

Other noninterest expense

   278  261       575  535       247    250    

Income before income taxes (FTE)

   312  297       586  562       364    323    

Applicable income tax expense(a)(b)

   23  60       39  109       70    67    

Net income

 $  289  237       547  453      $294    256    

Average Balance Sheet Data

            

Commercial loans and leases, including held for sale

 $  54,267  53,747       54,110  53,703      $        58,655    53,953    

Demand deposits

   16,593  19,227       17,358  19,555       14,409    18,131    

Interest checking deposits

   11,099  8,821       10,689  9,030       16,214    10,273    

Savings and money market deposits

   4,663  5,533       4,554  5,942       3,638    4,443    

Other time deposits and certificates $100,000 and over

   329  927       469  947       282    611    

Foreign office deposits

   370  379       431  391       208    492    
(a)

Includes FTE adjustments of$4and $6 $3for the three months endedJuneMarch 30, 201831, 2019 and 2017, respectively, and$7and $12 for the six months endedJune 30, 2018, and 2017, respectively. This is anon-GAAP measure.

(b)

Applicable income tax expense for all periods includes the tax benefit fromtax-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.

Net income was $289$294 million for the three months ended June 30, 2018March 31, 2019 compared to net income of $237$256 million for the three months ended June 30, 2017. Net income was $547 million forsame period in the six months ended June 30, 2018 compared to net income of $453 million for the six months ended June 30, 2017.prior year. The increase for both periods was driven by decreases in the provision for loan and lease losses andprimarily due to increases in net interest income on an FTE basis and noninterest income partially offset by increases in the provision for credit losses and noninterest expense.

Net interest income on an FTE basis increased $10 million and $2$91 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily driven by increases in yields on average commercial loans and leases, and increases in FTP credits on interest checking deposits due to an increaseand increases in FTP credit rates.rates on demand deposits. These increases were partially offset by increases in FTP charge rates on loans and leases, and increases in the rates paid on core deposits.deposits and decreases in average demand deposit balances.

Provision for loan and leasecredit losses decreased $32 million and $58increased $40 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily driven by decreasesdue to an increase in criticized asset levels partially offset by increasesa decrease in net charge-offs. Net charge-offs as a percent of average portfolio loans and leases increaseddecreased to 33 bps and 238 bps for the three and six months ended June 30, 2018March 31, 2019 compared to 14 bps and 20 bps for the same periodsperiod in the prior year.

Noninterest income increased $1 million and $18$8 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year driven primarily due to increasesby an increase in corporate banking revenue partially offset by decreases in other noninterest income and service charges on deposits. Corporate banking revenue increased $19$26 million for the three months ended June 30, 2018March 31, 2019 compared to the same period in the prior year primarily driven by increases in institutional sales revenue, lease remarketing fees and business lending fees. Other noninterest income decreased $13 million for the three months ended March 31, 2019 compared to the same period in the prior year driven by increasesa decrease in institutional sales revenue, contract revenue from commercial customer derivatives and foreign exchange fees partially offset by letterprivate equity investment income related to the recognition of credit fees. Corporate banking revenue increased $32positive net valuation adjustments on certain private equity investments in the first quarter of 2018. Service charges on deposits decreased $5 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period in the prior year primarily driven by increasesa decrease in lease remarketing fees, institutional sales revenue, contract revenue from commercial customer derivatives and foreign exchange fees partially offset by decreases in business lending fees and letter of creditdeposit fees. The increase in lease remarketing fees for the six months ended June 30, 2018 included the impact of a $31 million impairment charge related to certain operating lease assets that was recognized during the first quarter of 2017. Other noninterest income decreased $15 million and $7

Noninterest expense increased $18 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily driven by decreasesan increase in private equity investment income. Additionally, service charges on deposits decreased $3 million and $7personnel costs partially offset by a decrease in other noninterest expense. Personnel costs increased $21 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year.year primarily due to increases in incentive compensation, base compensation and employee benefits expense. Other noninterest expense decreased $3 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to a decrease in FDIC insurance and other taxes.

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

 

 

Noninterest expense increased $28 million and $54 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year as a result of increases in other noninterest expense and personnel costs. Other noninterest expense increased $17 million and $40 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to increases in corporate overhead allocations and impairment on affordable housing investments. Personnel costs increased $11 million and $14 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year due to increased incentive compensation and base compensation.

Average commercial loans and leases increased $520 million and $407 million$4.7 billion for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily due to increases in average commercial and industrial loans and average commercial constructionmortgage loans partially offset by decreasesa decrease in average commercial mortgage loans.leases. Average commercial and industrial loans increased $586 million and $210 million$4.1 billion for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily as a result of an increase in new loan originations as well as a decrease in payoffs.payoffs and the impact of the acquisition of MB Financial, Inc. Average commercial constructionmortgage loans increased $421 million and $558$827 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily as a result of an increase in loan origination activity and the impact of MB Financial, Inc. Average commercial leases decreased $406 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily as a result of a planned reduction in indirectnon-relationship based lease originations.

Average core deposits increased $1.2 billion for the three months ended March 31, 2019 compared to the same period in the prior year. The increase was primarily driven by an increase in average interest checking deposits of $5.9 billion for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to an increase inbalance migration from demand and draw levels on existing commitments. Average commercial mortgage loans decreased $288 million and $289 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year due to a decline in new loan origination activity driven by increased competitiondeposits accounts and an increase in paydowns.

Average core deposits decreased $1.2 billion and $1.9 billion for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year. The decrease for the three and six months ended June 30, 2018average balances per commercial customer account. This increase was drivenpartially offset by decreases in average demand deposits of $2.6 billion and $2.2 billion, respectively, and average savings and money market deposits of $870 million and $1.4 billion, respectively,for the three months ended March 31, 2019 compared to the same periodsperiod in the prior year. Average demand deposits decreased $3.7 billion for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to commercial customer balance migration into interest checking deposits. Average savings and money market deposits decreased $805 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to lower average balances per account. These decreases were partially offset by increases in average interest checking deposits of $2.3 billion and $1.7 billion for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to balance migration from demand deposit accounts and increases in average balances per account.

Branch Banking

Branch Banking provides a full range of deposit and loan products to individuals and small businesses through 1,1581,207 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 27: Branch Banking

TABLE 29: Branch Banking

      
  For the three months ended    
      For the three months ended    
June 30,    
       For the six months ended    
June 30,
   March 31,    
($ in millions)      2018       2017      2018       2017     2019   2018    

Income Statement Data

             

Net interest income

 $     499  437         965    867       $584    466    

Provision for loan and lease losses

    47  39         90    80     

Provision for credit losses

   52    44    

Noninterest income:

             

Service charges on deposits

    67  66         134    130        64    66    

Card and processing revenue

    69  64         133    122        63    64    

Wealth and asset management revenue

    37  35         74    71        36    37    

Other noninterest income

    (6 24         12    51        20    17    

Noninterest expense:

             

Personnel costs

    137  130         273    261        143    136    

Net occupancy and equipment expense

    56  56         113    116        55    56    

Card and processing expense

    30  33         59    62        29    29    

Other noninterest expense

    209  197         426    390        213    216    

Income before income taxes

    187  171         357    332        275    169    

Applicable income tax expense

    40  60         75    117        58    35    

Net income

 $     147  111         282    215       $217    134    

Average Balance Sheet Data

             

Consumer loans

 $     12,873  12,966         12,953    13,069       $        13,205    13,036    

Commercial loans

    1,910  1,942         1,891    1,934        2,027    1,873    

Demand deposits

    14,467  13,980         14,262    13,820        14,563    14,055    

Interest checking deposits

    10,318  10,304         10,317    10,233        9,933    10,315    

Savings and money market deposits

    29,551  27,778         28,993    27,472        30,927    28,427    

Other time deposits and certificates $100,000 and over

    5,236  4,945         5,135    4,992        6,429    5,031    

Net income was $147$217 million for the three months ended June 30, 2018March 31, 2019 compared to net income of $111$134 million for the three months ended June 30, 2017. Netsame period in the prior year. The increase in net income was $282 million for the six months ended June 30, 2018 comparedprimarily due to $215 million for the six months ended June 30, 2017. Thean increase for both periods was driven by increases in net interest income partially offset by decreasesan increase in the provision for credit losses.

Net interest income increased $118 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to an increase in FTP credits on core deposits as well as an increase in interest income on other consumer loans driven by higher average balances. These benefits were partially offset by an increase in the rates paid on savings and money market deposits and other time deposits and an increase in FTP charge rates on loans and leases.

Provision for credit losses increased $8 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to an increase 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 139 bps for the three months ended March 31, 2019 compared to 121 bps for the same period in the prior year.

Noninterest expense increased $3 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to an increase in personnel costs partially offset by a decrease in other noninterest income and increasesexpense. Personnel costs increased $7 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to higher base compensation. Other noninterest expense decreased $3 million primarily driven by a decrease in FDIC insurance and provision for loan and lease losses.other taxes partially offset by an increase in corporate overhead allocations.

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

 

 

Net interest incomeAverage consumer loans increased $62 million and $98$169 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year. The increase was driven by an increase in net interest income for both periods wasaverage other consumer loans of $993 million primarily due to increasesgrowth 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 money market deposits. Additionally, for the six months ended June 30, 2018, thepoint-of-sale loan originations. This increase in net income interest was partially offset by decreases in average home equity loans and average residential mortgage loans of $434 million and $284 million, respectively, for the impact of a $12 million benefitthree months ended March 31, 2019 compared to the same period in the first quarter of 2017 related to a revised estimate of refunds to be offered to certain bankcard customers.

Provision forprior year as payoffs exceeded new loan and lease lossesproduction. Average commercial loans increased $8 million and $10$154 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to increases in net charge-offs on credit card as well as the negative impact from higher criticized asset levels. Net charge-offs as a percent of average portfolio loans and leases increased to 112 bps and 117 bps for the three and six months ended June 30, 2018, respectively, compared to 104 bps and 106 bps for the three and six months ended June 30, 2017, respectively.

Noninterest income decreased $22 million and $21 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to decreases in other noninterest income partially offset by increases in card and processing revenue. Other noninterest income decreased $30 million and $39 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same period in the prior year primarily due to the impact of impairment on bank premises and equipment. Card and processing revenue increased $5 million and $11 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily driven by an increase in the number of actively used cardsaverage commercial and customer spend volume.

Noninterest expense increased $16 million and $42 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior yearindustrial loans primarily due to increases in other noninterest expense and personnel expense. Other noninterest expense increased $12 million and $36 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to increases in corporate overhead allocations, marketing expense and loan and lease expense. Personnel expense increased $7 million and $12 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to higher base compensation.

Average consumer loans decreased $93 million and $116 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year. The decrease for both periods was primarily driven by decreases in average home equity loans of $560 million and $546 million for the three and six months ended June 30, 2018, respectively, and decreases in average residential mortgage loans of $321 million and $320 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year as payoffs exceeded new loan production. The decrease for both periods was partially offset by increases in average other consumer loans of $944 million and $918 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to growth inpoint-of-sale loan originations.core relationship growth.

Average core deposits increased $2.6 billion and $2.2$3.6 billion for the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsperiod in the prior year. The increase for both periods wasyear primarily driven by growth in average savings and money market deposits of $1.8and average other time deposits and certificates $100,000 and over. Average savings and money market deposits increased $2.5 billion and $1.5 billion and growth in average demand deposits of $487 million and $442 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily as a result of promotional product offerings, which drove consumer customer acquisition. Average other time deposits and certificates $100,000 and over increased $1.4 billion primarily due to increasesan increase in average balances per customer account and the acquisitionother time deposits as a result of new customers.promotional offers.

Consumer Lending

Consumer Lending includes the Bancorp’s residential mortgage, home equity, automobile, specialty and other indirect lending activities. LendingDirect lending activities include the origination, retention and servicing of residential mortgage and home equity loans or lines of credit, sales and securitizations of those loans, pools of loans or lines of credit and all associated hedging activities. Indirect lending activities include extending loans to consumers through correspondent lenders, automobile dealers, motorcycle dealers, powersport dealers, recreational vehicle dealers and automobilemarine dealers.

The following table contains selected financial data for the Consumer Lending segment:

TABLE 30: Consumer Lending

          
   For the three months ended    
   March 31,    
($ in millions)  2019   2018    

Income Statement Data

    

Net interest income

  $63    59    

Provision for credit losses

   13    12    

Noninterest income:

    

Mortgage banking net revenue

   55    55    

Other noninterest income

   6    (9)    

Noninterest expense:

    

Personnel costs

   45    50    

Other noninterest expense

   56    56    

Income (loss) before income taxes

   10    (13)    

Applicable income tax expense (benefit)

   2    (3)    

Net income (loss)

  $8    (10)    

Average Balance Sheet Data

    

Residential mortgage loans, including held for sale

  $11,896    11,678    

Home equity

   222    261    

Indirect secured consumer loans

   8,921    8,702    

Net income was $8 million for the three months ended March 31, 2019 compared to a net loss of $10 million for the same period in the prior year. The increase was primarily driven by an increase in noninterest income and a decrease in noninterest expense.

Net interest income increased $4 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily driven by increases in yields on average indirect secured consumer loans and average residential mortgage loans as well as an increase in FTP credit rates on demand deposits. These benefits were partially offset by an increase in FTP charge rates on loans and leases.

Noninterest income increased $15 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to an increase in other noninterest income primarily driven by the recognition of a $3 million gain on securities related tonon-qualifying hedges on MSRs in the first quarter of 2019 compared to the recognition of a $13 million loss in the first quarter of 2018.

Noninterest expense decreased $5 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to a decrease in personnel costs as a result of decreases in base compensation and employee benefits expense.

Average consumer loans and leases increased $398 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to increases in average indirect secured consumer loans and average residential mortgage loans. Average indirect secured consumer loans increased $219 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily driven by new loan production as well as by the impact of the MB Financial, Inc. acquisition. Average residential mortgage loans, including held for sale, increased $218 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily driven by the continued retention of certain agency conforming ARMs and certain other fixed-rate loans as well as by the impact of the MB Financial, Inc. acquisition.

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

 

 

The following table contains selected financial data for the Consumer Lending segment:

TABLE 28: Consumer Lending

        For the three months ended    
June 30,    
       For the six months ended    
June 30,    
 
($ in millions)      2018     2017       2018    2017   

Income Statement Data

        

Net interest income

 $     59   59         118   120     

Provision for loan and lease losses

    8   7         20   22     

Noninterest income:

        

Mortgage banking net revenue

    52   54         106   105     

Other noninterest income

    -   8         (10  11     

Noninterest expense:

        

Personnel costs

    52   50         102   97     

Other noninterest expense

       55   59            109   116     

(Loss) income before income taxes

    (4  5         (17  1     

Applicable income tax (benefit) expense

       (1  2            (3  -     

Net (loss) income

 $     (3  3            (14  1     

Average Balance Sheet Data

        

Residential mortgage loans, including held for sale

 $     11,838   11,429         11,758   11,296     

Home equity

    249   301         254   307     

Automobile loans

       8,638   8,921            8,670   9,080     

Consumer Lending incurred a net loss of $3 million for the three months ended June 30, 2018 compared to net income of $3 million for the three months ended June 30, 2017. Consumer Lending incurred a net loss of $14 million for the six months ended June 30, 2018 compared to net income of $1 million for the six months ended June 30, 2017. The decrease for both periods was driven by decreases in noninterest income partially offset by decreases in the noninterest expense.

Provision for loan and lease losses increased $1 million and decreased $2 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year. Net charge-offs as a percent of average portfolio loans and leases increased to 16 bps for the three months ended June 30, 2018 compared to 14 bps for the same period in the prior year and decreased to 20 bps for the six months ended June 30, 2018 compared to 22 bps for the same period in the prior year.

Noninterest income decreased $10 million and $20 million for the three and six months ended June 30, 2018, respectively, compared to the same period in the prior year driven by decreases in other noninterest income. Other noninterest income decreased $8 million and $21 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily due to increases in losses on securities related tonon-qualifying hedges on MSRs resulting from increased interest rates.

Noninterest expense decreased $2 million for both the three and six months ended June 30, 2018 compared to the same periods in prior year driven by decreases in other noninterest expense partially offset by increases in personnel expense. Other noninterest expense decreased $4 million and $7 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in prior year primarily due to decreases in operational losses. Personnel expense increased $2 million and $5 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in prior year primarily due to increases in base compensation.

Average consumer loans increased $74 million and decreased $1 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year. Average automobile loans decreased $283 million and $410 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year as payoffs exceeded new loan production due to a strategic shift focusing on improving risk-adjusted returns. Average residential mortgage loans increased $409 million and $462 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year 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 andnot-for-profit organizations. Wealth and Asset Management is made up of fivefour main businesses: FTS; ClearArc Capital, Inc.; Fifth Third Insurance Agency, Inc.;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. ClearArc Capital, Inc. provides asset management services. Fifth Third Insurance Agency Inc. assists clients with their financial and risk management needs. Fifth Third Private Bank offers holisticwealth management strategies to affluenthigh net worth and ultra-high net worth clients inthrough wealth planning, investing,investment management, banking, insurance, trust and wealth protection.estate services. Fifth Third Institutional Services provides advisory services for institutional clients including middle market businesses,non-profits,states and municipalities.

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

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

TABLE 29: Wealth and Asset Management

TABLE 31: Wealth and Asset Management      
      For the three months ended    
June 30,    
       For the six months ended    
June 30,    
   For the three months ended
March 31,
 
($ in millions)      2018     2017       2018       2017     2019   2018 

Income Statement Data

             

Net interest income

  $    45  37          88    75       $49    43 

Provision for (benefit from) loan and lease losses

    (11 (1)         5    3     

Provision for credit losses

   -    16 

Noninterest income:

             

Wealth and asset management revenue

    104  100          214    205        108    109 

Other noninterest income

    5  1          13    4        6    7 

Noninterest expense:

             

Personnel costs

    50  44          104    92        56    54 

Other noninterest expense

    73  69          150    139        74    77 

Income before income taxes

    42  26          56    50        33    12 

Applicable income tax expense

    9  9          12    17        7    3 

Net income

  $    33  17          44    33       $26    9 

Average Balance Sheet Data

             

Loans and leases, including held for sale

  $    3,446  3,266          3,391    3,252       $3,405    3,335 

Core deposits

    9,124  8,577          9,386    8,810        9,473    9,649 

Net income was $33$26 million for the three months ended June 30, 2018March 31, 2019 compared to net income of $17$9 million for the same period in the prior year. The increase in net income was primarily due to a decrease in the provision for credit losses and an increase in net interest income.

Net interest income increased $6 million for the three months ended June 30, 2017. Net income was $44 million for the six months ended June 30, 2018 compared to $33 million for the six months ended June 30, 2017. The increases for both periods were driven primarily by increases in net interest income and noninterest income partially offset by increases in noninterest expense. Additionally, net income for the three months ended June 30, 2018 was positively impacted by the decrease in provision for loan and lease lossesMarch 31, 2019 compared to the same period in the prior year.

Net interest income increased $8 million and $13 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year 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 loan and leasecredit losses decreased $10$16 million for the three months ended June 30, 2018March 31, 2019 compared to the same period in the prior year driven by the impact of the benefit of lower commercial criticized assets. Provision for loanasset levels as well as a decrease in net charge-offs on commercial and lease losses increasedindustrial loans.

Noninterest income decreased $2 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period in the prior year primarily driven by a decrease in wealth and asset management revenue as a result of decreases in institutional sales revenue and securities and broker income partially offset by an increase in private client service fees.

Noninterest expense decreased $1 million for the three months ended March 31, 2019 compared to the same period in the prior year driven by a decrease in other noninterest expense partially offset by an increase in net charge-offs partially offset by the impact of the benefit of lower criticized assets.

Noninterest income increased $8 million and $18personnel costs. Other noninterest expense decreased $3 million for the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsperiod in the prior year primarily driven by increasesdecreases in wealth and asset management revenueFDIC insurance and other noninterest income. Wealthtaxes and asset management revenuecorporate overhead allocations. Personnel costs increased $4 million and $9$2 million for the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsperiod in the prior year primarily driven by higher employee benefits expense and base compensation.

Average loans and leases increased $70 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to increases in private client service fees driven by an increase in assets under management as a result of strong market performance and increased asset production. Other noninterest income increased $4 million and $9 million for the three and six months ended June 30, 2018 compared to the same periods in the prior year due to increases in insurance income as a result of acquisitions in 2017.

Noninterest expense increased $10 million and $23 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year. Personnel costs increased $6 million and $12 million for the three and six months ended June 30, 2018 compared to the same periods in the prior year driven by an increase in base compensation and incentive compensation as a result of the aforementioned acquisitions in 2017. Other noninterest expense increased $4 million and $11 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily driven by increases in corporate overhead allocations.

Average loans and leases increased $180 million and $139 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year driven by increases in average residential mortgage loans due to increasesan increase in new loan origination activity. These increases wereThis increase was partially offset by a decline in average home equity balances.

Average core deposits increased $547 million and $576decreased $176 million for the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same periodsperiod in the prior year primarily due to increasesa decrease in average interest checking deposits partially offset by an increase in average savings deposits.

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

General Corporate and Other

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

Net interest income decreased $1$132 million for the three months ended June 30, 2018March 31, 2019 compared to the same period in the prior yearyear. The decrease was primarily driven by increases in the FTP credit rates on deposits allocated to the business segments andas well as increases in interest expense foron long-term debt and federal funds purchased. The decrease for the three months ended June 30, 2018 wasThese negative impacts were partially offset by an increase in the benefit related to the FTP chargescharge rates on loans and leases as well asand an increase in interest income on taxable securities.

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

Net interest incomeProvision for credit losses increased $28$44 million for the sixthree months ended June 30, 2018March 31, 2019 compared to the same period in the prior year primarily due to an increase in total outstanding loan balances, exclusive of loans and leases acquired in the MB Financial, Inc. acquisition, an increase in consumer reserve rates and an increase in the reserve for unfunded commitments. These increases were partially offset by an increase in the allocation of provision expense to the business segments driven by an increase in commercial criticized assets.

Noninterest income increased $171 million for the three months ended March 31, 2019 compared to the same period in the prior year primarily driven by an increase in the benefitrecognition of a $562 million gain related to the FTP charges on loans and leases as well as an increase in interest income on taxable securities.sale of Worldpay, Inc. shares during the three months ended March 31, 2019. The increase for the six months ended June 30, 2018 was partially offset by increasesthe recognition of a $414 million gain related to Vantiv, Inc’s acquisition of Worldpay Group plc. during the three months ended March 31, 2018. Additionally, noninterest income was positively impacted by a decrease in FTP credit ratesthe loss on deposits allocatedthe swap associated with the sale of Visa, Inc. Class B shares for the three months ended March 31, 2019 compared to the business segments and an increasesame period in interestthe prior year.

Noninterest expense on long-term debt and federal funds purchased.

The provision for loan and lease losses increased $14$71 million for the three months ended June 30, 2018March 31, 2019 compared to the same period in the prior year. The increase was primarily due to merger-related expenses related to the MB Financial, Inc. acquisition during the three months ended March 31, 2019. Refer to the Noninterest Expense subsection of the Statements of Income Analysis section of MD&A for additional information on the merger-related expenses. The increase in noninterest expense for the three months ended March 31, 2019 compared to the same period in the prior year primarily due to the decrease in the allocation of provision expense to the business segments driven by a decrease in commercial criticized assets. The provision for loan and lease losses decreased $22 million for the six months ended June 30, 2018 compared to the same period in the prior year primarily due to the benefit from the reduction of the ALLL.

Noninterest income increased $203 million and $572 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year primarily driven by the recognition of a $205 million gain on the sale of Worldpay, Inc. shares during the second quarter of 2018. The increase during the six months ended June 30, 2018 also included a $414 million gain related to Vantiv, Inc.’s acquisitionthe impact of Worldpay Group plc. during the first quarter of 2018. Both periods were negatively impactedan increase in losses and adjustments partially offset by an increase in the negative valuation adjustments related to the Visa total return swap which were $10 million and $49 million for the three and six months ended June 30, 2018, respectively, compared with $9 million and $22 million for the same periods in the prior year. Additionally, equity method earnings from the Bancorp’s interest in Vantiv Holding, LLC decreased $12 million and $25 million compared to the three and six months ended June 30, 2017, respectively, primarily due to a decrease in the Bancorp’s ownership percentage in Vantiv Holding, LLC and the impact of Worldpay, Inc.’s acquisition and integration costs.

Noninterest expense increased $29 million and $25 million for the three and six months ended June 30, 2018, respectively, compared to the same periods in the prior year. The increase for both periods was primarily due to increases in personnel costs and technology and communications expense partially offset by increases in corporate overhead allocations from General Corporate and Other to the other business segments and decreases in the provision for the reserve for unfunded commitments. Additionally, both periods included an increase of $10 million in donations expense compared to the same period in the prior year as a result of a contribution to the Fifth Third Foundation in the second quarter of 2018.segments.

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

 

 

RISK MANAGEMENT – OVERVIEW

Risk management is critical for effectively serving customers’ financial needs while protecting the Bancorp and achieving strategic goals. It is also essential to reducing the volatility of earnings and safeguarding ourthe Bancorp’s brand and reputation. Further, risk management is integral to the Bancorp’s strategic and capital planning processes. It is essential that the Bancorp’s business strategies consistently align to its overall risk appetite and capital considerations. Maintaining risks within the Bancorp’s risk appetite requires that risks are understood by all employees across the enterprise, and appropriate risk mitigants and controls are in place to limit risk to within the risk appetite. To achieve this, the Bancorp implements a framework for managing risk that encompasses business as usual activities and the utilization of a risk process for identifying, assessing, managing, monitoring and reporting risks.

Fifth Third uses a structure consisting of three lines of defense in order to clarify the roles and responsibilities for effective risk management.

The risk taking functions within the lines of business comprise the first line of defense. The first line of defense originates risk through normal business as usual activities; therefore, it is essential that they monitor, assess and manage the risks being taken, implement controls necessary to mitigate those risks and take responsibility for managing their business within the Bancorp’s risk appetite.

Control functions, such as the Risk Management organization, are the second line of defense and are responsible for providing challenge, oversight and governance of activities performed by the first line.

The Audit division is the third line of defense and provides an independent assessment of the Bancorp’s internal control structure and related systems and processes. The Credit Risk Review division provides an independent assessment of credit risk, which includes evaluating the sufficiency of underwriting, documentation and approval processes for consumer and commercial credits, the accuracy of risk grades assigned to commercial credit exposure, nonaccrual status, specific reserves and monitoring for charge-offs.

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 onwww.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.

Below are the Bancorp’s core principles of risk management that are used to ensure the Bancorp is operating in a safe and sound manner:

Understand the risks taken as a necessary part of business; however, the Bancorp ensures risks taken are in alignment with its strategy and risk appetite.

Provide transparency and escalate risks and issues as necessary.

Ensure Fifth Third’s products and services are designed, delivered and maintained to provide value and benefit to its customers and to Fifth Third, and that potential opportunities remain aligned to the core customer base.

Avoid risks that cannot be understood, managed and monitored.

Act with integrity in all activities.

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 strategic objectives through all economic cycles and is able to access the capital markets at all times, 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.

Understand the risks taken as a necessary part of business; however, the Bancorp ensures risks taken are in alignment with its strategy and risk appetite.

Provide transparency and escalate risks and issues as necessary.

Ensure Fifth Third’s products and services are designed, delivered and maintained to provide value and benefit to its customers and to Fifth Third, and that potential opportunities remain aligned to the core customer base.

Avoid risks that cannot be understood, managed or monitored.

Act with integrity in all activities.

Focus on providing operational excellence by providing reliable, accurate and efficient services to meet customers’ needs.

Maintain a strong financial position to ensure that 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.

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.

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 Risk Management FrameworkstatesFramework 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 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 reporting risks.

The Board and executive management have identified eight risk types for monitoring the overall risk of the Bancorp; Credit Risk, Market Risk, Liquidity Risk, Operational Risk, Regulatory Compliance Risk, Legal Risk, Reputation Risk and Strategic Risk, 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 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 businesses 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 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 for monitoring the overall risk of the Bancorp; Credit Risk, Market Risk, Liquidity Risk, Operational Risk, Regulatory Compliance Risk, Legal Risk, Reputation Risk and Strategic Risk, 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 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.

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

 

 

  

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 Boardsub-committees, including the RCC as outlined in each respective Committee Charter, which may be found onwww.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.

Fifth Third’s risk management framework and programs are being utilized throughout the integration of MB Financial, Inc. to ensure appropriate identification, assessment, management, monitoring and reporting 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 thecharge-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 inherent 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 take 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 67 of the Notes to Condensed 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 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.

The following tables provide a summary of potential problem portfolio loans and leases:    

 

TABLE 30: Potential Problem Portfolio Loans and Leases                   
As of June 30, 2018 ($ in millions)      

Carrying 

Value 

   Unpaid 
Principal 
Balance 
   Exposure  

Commercial and industrial loans

    $            590         591    845 

Commercial mortgage loans

    129         129    130 

Commercial leases

       57         57    57 

Total potential problem portfolio loans and leases

       $            776         777    1,032 
TABLE 31: Potential Problem Portfolio Loans and Leases                   
As of December 31, 2017 ($ in millions)      

Carrying 

Value 

   Unpaid 
Principal 
Balance  
   Exposure  

Commercial and industrial loans

    $            911          912    1,370 

Commercial mortgage loans

    138          138    138 

Commercial leases

       70          70    70 

Total potential problem portfolio loans and leases

       $         1,119          1,120    1,578 

TABLE 32: Potential Problem Portfolio Loans and Leases

As of March 31, 2019 ($ in millions)

 

   

 

Carrying
Value

 

 
 

 

   

 

Unpaid
Principal
Balance

 

 
 
 

 

   

 

Exposure

 

 

 

Commercial and industrial loans

  $949    985    1,214 

Commercial mortgage loans

   413    470    413 

Commercial construction loans

   10    11    10 

Commercial leases

   40    41    40 

Total potential problem portfolio loans and leases(a)

  $        1,412    1,507    1,677 

(a)   Includes $414 million of PCI and $ 224 million ofnon-PCI loans and leases as of March 31, 2019 acquired in the MB Financial, Inc. acquisition.

    

TABLE 33: 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 

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 risk grading system currently utilized for allowance for credit loss analysis purposes encompasses ten categories. 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” rating philosophy for assessing a borrower’s creditworthiness. A“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 theten-category 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 is assessing the necessary modifications to the dual risk rating system outputs to develop a U.S. GAAP compliant ALLL model and will evaluate the use of modified dual risk ratings for purposes of determining the Bancorp’s ALLL as part of the Bancorp’s adoption of ASU2016-13Measurement of Credit Losses on Financial Instruments,” which will be effective for the Bancorp on January 1, 2020. Scoring systems, various analytical tools and portfolio performance monitoring are used to assess the credit risk in the Bancorp’s homogenous consumer and small business loan portfolios.

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

 

 

Overview

Inflationary expectationsU.S. economic conditions remained generally stable during the first quarter of 2019. Overall, manufacturing activity increased, but there was expressed concern about weakening global demand, higher costs due to tariffs and the continued uncertainty surrounding trade. Consumer spending was mixed across the country. Nonfinancial services activity increased at amodest-to-moderate rate as the professional, scientific and technical servicessub-sectors served as catalysts for growth. Even though prices continued to rise at amodest-to-moderate pace, only a few Federal Reserve Districts reported tariffs causing upward price pressures on goods and services.

The advance estimates indicated real GDP increased at an annual rate of 3.2% for first quarter of 2019, reflecting strong consumption, increased net exports of goods and services, as well as elevated nonresidential fixed investments. The FOMC has recently left the federal funds target rate range unchanged between 2.25% to 2.50%, stating that the current target strikes the right balance between strong U.S. economic growth including a continued strong labor market, offset by both low inflation and continued global economic uncertainty.

Although the effects of the fiscal stimulus are fading, the strong labor market professionals continue with increasing focusshould propel consumer spending higher later this year. Consumer credit continued to build on wages, interest rates, input costs, tariffs, trade negotiationsits strong start to 2019. Retail sales have been rather weak since December 2018, and foreign exchange. In lightthere are several explanations for the weakness over this period, including the partial government shutdown, bad weather and consumers shifting their spending from goods to services. Going forward, retail sales should experience a rebound as economic fundamentals remain strong, most notably a healthy labor market. The National Federation of higher inflationary expectations andIndependent Business’s small business optimism index notched its second consecutive monthly increase, rising from 101.7 to 101.8, following five straight monthly declines.

Housing starts suffered another setback in February, falling 8.7% from January led by a strong employment outlook,17% decline in single family housing starts. Housing permits also fell month-over-month but not by as much as starts, indicating that the FOMC enacted a 25 bp increasechoppiness in the target ratehousing market should continue for Federal Funds target rate in June 2018 and indicated a positive outlook on the economy. The Federal Reserve median forecast for change in 2018 real GDP was raised to 2.8%.

The TCJA was enacted at a point inforeseeable future despite the cycle where the economy appeared to be growing, the unemployment rate was low and market professionals believed that it was likely to continue falling and there was increasing confidence in the market that inflation may move to 2% over the medium term.

The Bancorp maintains a focus on commercial real estate exposure. Market data and vacancies remain positive; however credit markets in commercial real estate are becoming more selective around certain asset types and geographies. The Bancorp is also monitoring potential increased risks in the Retail sector as a resulttailwind of changes in distribution models with increasing levels of online purchasing and recent weakness in certain specialty retailers.lower mortgage rates.

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-national 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.

The MB Financial, Inc. 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 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), sensitivity andpro-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 anas-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.

The Bancorp assesses all real estate andnon-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 individually evaluated. The Bancorp does not typically aggregate the LTV ratios for commercial mortgage loans less than $1 million. The following table excludes commercial mortgage loan greater than $1 million acquired from MB Financial, Inc.

TABLE 32: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million 
As of June 30, 2018 ($ in millions) LTV > 100%  LTV 80-100%  LTV < 80%   

Commercial mortgage owner-occupied loans

 $              111       177        2,213       

Commercial mortgage nonowner-occupied loans

  15       176        2,180       

Total

 $126       353        4,393       
TABLE 33: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million         
As of December 31, 2017 ($ in millions) LTV > 100%  LTV80-100%  LTV < 80% 

Commercial mortgage owner-occupied loans

 $79       110        2,222       

Commercial mortgage nonowner-occupied loans

  14       169        2,208       

Total

 $93       279        4,430       

TABLE 34: Commercial Mortgage Loans Outstanding by LTV, Loans Greater Than $1 Million

As of March 31, 2019 ($ in millions)

 

  

LTV > 100%

 

   

LTV 80-100%

 

   

LTV < 80%

 

 

Commercial mortgage owner-occupied loans

  $146        196        2,126     

Commercial mortgage nonowner-occupied loans

   13        67        2,876     

Total

  $        159        263        5,002     

TABLE 35: 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     

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

 

 

The following table provides detail on commercial loans and leases by industry classification (as defined by the North American Industry Classification System), by loan size and by state, illustrating the diversity and granularity of the Bancorp’s commercial loans and leases as of:

 

TABLE 34: Commercial Loan and Lease Portfolio (excluding loans and leases held for sale) 
    June 30, 2018  December 31, 2017
($ in millions)  Outstanding   Exposure   Nonaccrual   Outstanding  Exposure   Nonaccrual

By Industry:

           

Manufacturing

  $     10,155   19,284    47     10,044      18,948    74 

Real estate

   7,692   12,540    31     7,713      12,493    25 

Financial services and insurance

   5,895   12,309        5,792      11,933    1 

Healthcare

   4,449   6,416    34     4,712      6,486    35 

Business services

   4,132   6,739    31     4,147      6,512    42 

Retail trade

   3,407   7,242        3,617      7,950    3 

Accommodation and food

   3,388   5,560    33     3,268      5,321    4 

Wholesale trade

   3,276   5,387        3,017      5,363    6 

Communication and information

   2,960   5,240        3,322      5,308    - 

Transportation and warehousing

   2,935   4,857    49     3,012      4,621    29 

Construction

   2,422   4,508        2,374      4,449    2 

Mining

   1,964   3,642    50     1,454      3,001    56 

Entertainment and recreation

   1,581   3,178        1,624      2,911    7 

Utilities

   756   2,141        869      2,333    - 

Other services

   750   1,010    10     714      1,017    16 

Public administration

   443   663        370      474    - 

Agribusiness

   267   441        304      478    2 

Individuals

   29   67        27      57    - 

Other

   2   2        15      15    4 

Total

  $56,503   101,226    305     56,395      99,670    306 

By Size:

           

Less than $200,000

   1 %   1        1      1    5 

$200,000 - $1 million  

   3   2        3      2    8 

$1 million - $5 million  

   7   6    14     7      6    15 

$5 million - $10 million  

   6   5    12     6      5    10 

$10 million - $25 million  

   20   17    54     21      18    57 

Greater than $25 million

   63   69        62      68    5 

Total

   100 %   100    100     100      100    100 

By State:

           

Ohio

   14 %   15        14      15    7 

Florida

   8   8    12     8      8    6 

Michigan

   7   7        7      7    13 

Illinois

   7   6        7      6    9 

Indiana

   4   4        4      4    3 

Georgia

   4   5        4      5    2 

North Carolina

   3   3        3      3    1 

Tennessee

   3   3        3      3    8 

Kentucky

   2   2        3      3    1 

Other

   48   47    54     47      46    50 

Total

   100 %   100    100     100      100    100 

TABLE 36: Commercial Loan and Lease Portfolio (excluding loans and leases held for sale)

    March 31, 2019    December 31, 2018 
($ in millions)   Outstanding   Exposure    Nonaccrual    Outstanding    Exposure    Nonaccrual 
By Industry:           

Manufacturing

  $13,114   22,630    76    10,387    19,290    48 

Real estate

   11,732   16,936    10    8,327    13,055    10 

Financial services and insurance

   8,071   17,183    -    6,805    13,192    1 

Business services

   5,252   8,499    21    4,426    7,161    17 

Healthcare

   5,083   6,967    40    4,343    6,198    36 

Wholesale trade

   4,479   7,144    19    3,127    5,481    14 

Retail trade

   3,957   7,624    6    3,726    7,496    6 

Accommodation and food

   3,656   5,799    46    3,435    5,626    28 

Transportation and warehousing

   2,975   5,001    23    2,807    4,729    19 

Communication and information

   2,878   5,181    5    2,923    5,111    - 

Construction

   2,752   5,070    3    2,498    4,718    4 

Mining

   2,460   4,305    45    2,427    4,363    38 

Entertainment and recreation

   1,916   3,328    5    1,798    3,354    1 

Other services

   1,190   1,614    4    855    1,104    4 

Public administration

   881   1,114    -    465    669    - 

Utilities

   862   2,259    -    835    2,531    - 

Agribusiness

   332   551    10    323    511    2 

Individuals

   61   138    -    64    130    - 

Other

   37   38    -    -    -    - 
Total  $        71,688   121,381    313    59,571    104,719    228 
By Size:           

Less than $200,000

   1 %   1    4    1    1    5 

$200,000 - $1 million  

   4   3    8    2    2    9 

$1 million - $5 million  

   10   9    18    6    6    18 

$5 million - $10 million  

   8   7    19    6    5    19 

$10 million - $25 million  

   20   17    51    19    16    38 

Greater than $25 million

   57   63    -    66    70    11 
Total   100 %   100    100    100    100    100 
By State:           

Illinois

   13 %   12    9    6    5    8 

Ohio

   12   12    17    13    14    10 

Florida

   7   7    12    8    8    21 

Michigan

   6   6    11    7    6    10 

Indiana

   4   4    6    4    4    8 

Georgia

   4   5    8    5    5    11 

North Carolina

   3   3    -    3    3    - 

Tennessee

   2   2    -    3    3    - 

Kentucky

   2   2    1    2    3    2 

Other

   47   47    36    49    49    30 

Total

   100 %   100    100    100    100    100 

The Bancorp’s nonowner-occupied commercial real estate portfolios have been identified by the Bancorp as loans which it believes represent a higher level of risk compared to the rest of the Bancorp’s commercial loan portfolio due to economic or market conditions within the Bancorp’s key lending areas.

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

 

 

The following tables provide an analysis of nonowner-occupied commercial real estate loans by state (excluding loans held for sale):

TABLE 35: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)

As of June 30, 2018 ($ in millions)           

Net Charge-offs for

June 30, 2018

TABLE 37: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)

TABLE 37: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)

 

As of March 31, 2019 ($ in millions)               
For the three months ended
March 31, 2019
 
 
 Outstanding       Exposure       90 Days  
    Past Due  
      Nonaccrual      Three Months
    Ended
      Six Months    
    Ended    
   Outstanding    Exposure    

90 Days

Past Due

 

 

   Nonaccrual    Net Recoveries 

By State:

                     

Illinois

  $2,342    2,783    5    -    - 

Ohio

 $            1,604      2,013   -     1     -     -        1,653    2,021    -    -    (1

Florida

  1,024      1,651   -     -     -     -        983    1,530    -    -    - 

Illinois

  693      903   -     -     -     -     

Michigan

   807    926    -    2    - 

North Carolina

  683      892   -     -     -     -        644    861    -    -    - 

Michigan

  576      738   -     -     1     1     

Indiana

  501      763   -     -     -     -        577    995    8    -    - 

All other states

  2,652      4,649   -     2     -     1        4,161    6,310    -    1    - 

Total

 $7,733      11,609   -     3     1     2       $11,167    15,426    13    3    (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.

(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 36: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)
As of June 30, 2017 ($ in millions)           

Net Charge-offs for

June 30, 2017

TABLE 38: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)

TABLE 38: Nonowner-Occupied Commercial Real Estate (excluding loans held for sale)(a)

 

   

As of March 31, 2018 ($ in millions)

                      For the three months ended
March 31, 2018
 
 Outstanding     Exposure   

    90 Days  

    Past Due  

    Nonaccrual      Three Months
    Ended
    Six Months    
  Ended    
   Outstanding    Exposure    

90 Days

Past Due

 

 

   Nonaccrual    Net Charge-Offs 

By State:

                     

Illinois

  $806    1,000    -    -    - 

Ohio

 $        1,562      1,974   -    3     5     8        1,609    2,058    -    1    - 

Florida

 949      1,501   -    1     -     -        1,011    1,512    -    -    - 

Illinois

 755      1,179   -    -     -     -     

Michigan

   573    740    -    -    - 

North Carolina

 581      815   -    -     -     -        538    793    -    -    - 

Michigan

 570      741   -    1     -     -     

Indiana

 550      955   -    -     -     -        552    800    -    -    - 

All other states

 2,690      4,567   -    4     -     -        2,661    4,447    -    3    1 

Total

 $            7,657      11,732   -    9     5     8       $7,750    11,350    -    4    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.

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

 

 

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, automobileindirect 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 LTV ratios for the consumer portfolio subsequent to origination except as part of thecharge-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. As of June 30, 2018,March 31, 2019, consumer real estate loans, consisting of residential mortgage loans and home equity loans, originated from 2005 through 2008 represent approximately 14%11% of the consumer real estate portfolio. These loans accounted for 52%38% of total consumer real estate secured losses for the sixthree months ended June 30, 2018.March 31, 2019. Current loss rates in the residential mortgage and home equity portfolios are belowpre-crisis levels. In addition to the consumer real estate portfolio, credit risk management continues to closely monitor the indirect secured consumer portfolio performance, which includes automobile portfolio performance.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 mitigatesmitigate credit risk through limiting the exposure to lower FICO scores, higher advance rates and extended term originations.

Residential mortgage portfolio

The Bancorp manages credit risk in the residential mortgage portfolio through underwriting guidelines that limit exposure to higher LTV ratios 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 $621$723 million of ARM loans will have rate resets during the next twelve months. Of these resets, 91%50% are expected to experience an increase in rate, with an average increase of approximately one percent. Underlying characteristics of these borrowers are relatively strong with a weighted average origination DTI of 32% and weighted average origination LTV of 72%.

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 LTV ratios, multiple loans on the same collateral that when combined result in aan LTV greater than 80% and interest-only loans. The Bancorp has deemed residential mortgage loans with greater than 80% LTV ratios and no mortgage insurance as loans that represent a higher level of risk.

Portfolio residential mortgage loans from 2010 and later vintages represented 91%92% of the portfolio as of June 30, 2018March 31, 2019 and had a weighted-average LTV of 73% and a weighted-average origination FICO of 760.

The following table provides an analysis of the residential mortgage portfolio loans outstanding by LTV at origination as of:

 

TABLE 37: Residential Mortgage Portfolio Loans by LTV at Origination 

TABLE 39: Residential Mortgage Portfolio Loans by LTV at Origination

TABLE 39: Residential Mortgage Portfolio Loans by LTV at Origination

 

   June 30, 2018      December 31, 2017   March 31, 2019   December 31, 2018 
($ in millions)   Outstanding   Weighted-
Average LTV
   Outstanding   Weighted-
Average LTV
   Outstanding   Weighted-
Average LTV
   Outstanding   Weighted-
Average LTV
 

LTV£ 80%

 $   11,692        66.6 %   $   11,767        66.4%    $12,641        66.4%   $11,540    66.7% 

LTV > 80%, with mortgage insurance(a)

    1,897        94.8           1,890        94.8        2,123        95.2        2,010    95.1    

LTV > 80%, no mortgage insurance

    2,051        94.7            1,934        94.7        2,047        93.8        1,954    94.2    

Total

 $   15,640        74.1 %   $   15,591         73.7%    $      16,811        73.9%   $      15,504    74.3% 
(a)

Includes loans with both borrower and lender paid mortgage insurance.

The following tables provide an analysis of the residential mortgage portfolio loans outstanding with a greater than 80% LTV ratio and no mortgage insurance:

TABLE 38: Residential Mortgage Portfolio Loans, LTV Greater than 80%, No Mortgage Insurance      
As of June 30, 2018 ($ in millions)                 Net Charge-offs for June 30, 2018 
          Outstanding     90 Days  
Past Due  
   Nonaccrual     Three Months
Ended  
   Six Months
Ended  
 

By State:

          

Ohio

  $456    3    3    -        -     

Illinois

   408    -    2    -        -     

Florida

   297    2    3    -        -     

Michigan

   228    1    1    -        -     

Indiana

   154    -    1    -        -     

North Carolina

   99    -    1    -        -     

Kentucky

   90    1    -    -        -     

All other states

   319    2    1    1        1     

Total

  $2,051    9    12    1        1     

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

 

 

TABLE 39: Residential Mortgage Portfolio Loans, LTV Greater than 80%, No Mortgage Insurance

As of June 30, 2017 ($ in millions)                 Net Charge-offs for June 30, 2017
    Outstanding     90 Days  
Past Due  
   Nonaccrual     Three Months
Ended
   Six Months
Ended

By State:

          

Ohio

  $                  561    2    5    1   

Illinois

   511    -    -    -   

Florida

   349    1    2    -   

Michigan

   278    1    1    -   

Indiana

   165    1    1    -   

North Carolina

   117    -    1    -   

Kentucky

   98    1    -    -   

All other states

   398    -    -    -   

Total

  $2,477    6    10    1   

The following tables provide an analysis of the residential mortgage portfolio loans outstanding by state with a greater than 80% LTV ratio and no mortgage insurance:

TABLE 40: Residential Mortgage Portfolio Loans, LTV Greater than 80%, No Mortgage Insurance

 

As of March 31, 2019 ($ in millions)                 For the three months ended
March 31, 2019
 
    Outstanding   90 Days    
Past Due    
   Nonaccrual       Net Charge-offs 
By State:        

Ohio

  $419    3    2    - 

Illinois

   402    1    1    - 

Florida

   280    -    1    - 

Michigan

   226    2    1    - 

Indiana

   142    1    1    - 

North Carolina

   89    -    -    - 

Kentucky

   82    -    1    - 

All other states

   407    3    3    - 

Total

  $        2,047    10    10    - 
TABLE 41: Residential Mortgage Portfolio Loans, LTV Greater than 80%, No Mortgage Insurance

 

As of March 31, 2018 ($ in millions)                 For the three months ended
March 31, 2018
 
    Outstanding   

90 Days    

Past Due    

   Nonaccrual       Net Charge-offs 
By State:        

Ohio

  $435    3    3    - 

Illinois

   384    1    3    - 

Florida

   285    4    4    - 

Michigan

   222    1    -    - 

Indiana

   140    1    1    - 

North Carolina

   87    -    1    - 

Kentucky

   77    1    -    - 

All other states

   303    2    1    - 

Total

  $1,933    13    13    - 

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 a10-year interest-only draw period followed by a20-year amortization period. The home equity line of credit previously offered by the Bancorp was a revolving facility with a20-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 26%25% of the balances mature before 2025.

The ALLL provides coverage for probable and estimable 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 calculateddetermined on a pooled basis with senior lien and junior lien categories segmented in the determination of the probable credit losses in the home equity portfolio. The modeled loss factor for the home equity portfolio is based on the trailing twelve month historical loss rate for each category, as adjusted for certain prescriptive loss rate factors and 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 aan LTV of 80% or less based upon appraisals at origination. For additional information on these loans, refer to Table 4143 and Table 42.44. Of the total $6.6$6.4 billion of outstanding home equity loans:

88% reside within the Bancorp’s Midwest footprint of Ohio, Michigan, Kentucky, Indiana and Illinois as of June 30, 2018;

37% are in senior lien positions and 63% are in junior lien positions at June 30, 2018;

81% ofnon-delinquent borrowers made at least one payment greater than the minimum payment during the three months ended June 30, 2018; and

The portfolio had an average refreshedFICO score of 745 at June 30, 2018.

89% reside within the Bancorp’s Midwest footprint of Ohio, Michigan, Kentucky, Indiana and Illinois as of March 31, 2019;

36% are in senior lien positions and 64% are in junior lien positions at March 31, 2019;

80% ofnon-delinquent borrowers, excluding home equity loans acquired from MB Financial, Inc., made at least one payment greater than the minimum payment during the three months ended March 31, 2019; and

The portfolio, excluding home equity loans acquired from MB Financial, Inc., had an average refreshedFICO score of 745 at March 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 LTV ratios 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.

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

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 forcharge-off. Refer to the Analysis of Nonperforming Assets subsection of the Risk Management section of MD&A for more information.

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

The following table provides an analysis of home equity portfolio loans outstanding disaggregated based upon refreshed FICO score as of:

 

TABLE 40: Home Equity Portfolio Loans Outstanding by Refreshed FICO Score 
                  June 30, 2018                          December 31, 2017         
($ in millions)            Outstanding        % of Total          Outstanding  % of Total      

Senior Liens:

      

FICO£ 659

   $              231              4 %    $              246           4 % 

FICO660-719

   330              5         358           5     

FICO³ 720

    1,851              28          1,976           28     

Total senior liens

   2,412              37         2,580           37     

Junior Liens:

      

FICO£ 659

   500              7         541           8     

FICO660-719

   785              12         853           12     

FICO³ 720

    2,902              44          3,040           43     

Total junior liens

    4,187              63          4,434           63     

Total

    $            6,599              100 %     $           7,014           100 % 

The Bancorp believes that home equity portfolio loans with a greater than 80% combined LTV ratio 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 41: Home Equity Portfolio Loans Outstanding by LTV at Origination 

TABLE 42: Home Equity Portfolio Loans Outstanding by Refreshed FICO Score

TABLE 42: Home Equity Portfolio Loans Outstanding by Refreshed FICO Score

 

                     June 30, 2018                               December 31, 2017           March 31, 2019 December 31, 2018 
($ in millions)  Outstanding   % of Total Outstanding   % of Total 
Senior Liens:       
FICO£ 659  $226        3 $218        4
FICO660-719   331        5  318        5 
FICO³ 720   1,789        28  1,791        28 

Total senior liens

   2,346        36  2,327        37 
Junior Liens:       
FICO£ 659   490        8  469        7 
FICO660-719   790        12  769        12 
FICO³ 720   2,809        44  2,837        44 

Total junior liens

   4,089        64  4,075        63 

Total

  $6,435        100 $6,402        100

The Bancorp believes that home equity portfolio loans with a greater than 80% combined LTV ratio present a higher level of risk. The following table provides an analysis of the home equity portfolio loans outstanding in a senior and junior lien position by LTV at origination as of:

The Bancorp believes that home equity portfolio loans with a greater than 80% combined LTV ratio present a higher level of risk. The following table provides an analysis of the home equity portfolio loans outstanding in a senior and junior lien position by LTV at origination as of:

 

TABLE 43: Home Equity Portfolio Loans Outstanding by LTV at Origination

TABLE 43: Home Equity Portfolio Loans Outstanding by LTV at Origination

 

    
  March 31, 2019 December 31, 2018 
($ in millions)            Outstanding       

Weighted-     

Average LTV     

    Outstanding 

Weighted-    

Average LTV    

   Outstanding   Weighted-
Average LTV
 Outstanding   Weighted-
Average LTV
 

Senior Liens:

             

LTV£ 80%

   $            2,109              54.8 %   $          2,266      54.9 %   $2,033        54.5 $2,022        54.5

LTV > 80%

  303              88.9       314      88.9        313        89.2  305        88.8 

Total senior liens

   2,412              59.3        2,580      59.3        2,346        59.3  2,327        59.2 

Junior Liens:

             

LTV£ 80%

   2,441              67.4        2,603      67.5        2,407        66.7  2,367        67.2 

LTV > 80%

  1,746              90.3       1,831      90.4        1,682        90.1  1,708        90.1 

Total junior liens

  4,187              78.2       4,434      78.3        4,089        77.4  4,075        78.0 

Total

  $            6,599              70.9 %  $          7,014      70.9 %   $        6,435        70.5 $6,402        70.9

The following tables provide an analysis of home equity portfolio loans by state with a combined LTV greater than 80%:

 

TABLE 42: Home Equity Portfolio Loans Outstanding with a LTV Greater than 80% 
As of June 30, 2018 ($ in millions)                  Net Charge-offs for June 30, 2018 
    Outstanding  Exposure  90 Days    
Past Due    
  Nonaccrual  Three Months
Ended
  Six Months
Ended
 

By State:

       

Ohio

   $            1,037   1,994   -       8   1   2 

Michigan

   325   531   -       4   -   1 

Illinois

   214   339   -       3   -   1 

Indiana

   143   247   -       3   -   - 

Kentucky

   130   243   -       2   -   - 

Florida

   65   93   -       2   -   - 

All other states

   135   202   -       3   -   - 

Total

   $            2,049   3,649   -       25   1   4 

TABLE 43: Home Equity Portfolio Loans Outstanding with a LTV Greater than 80% 
As of June 30, 2017 ($ in millions)              Net Charge-offs for June 30, 2017 

TABLE 44: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80%

TABLE 44: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80%

 

   
As of March 31, 2019 ($ in millions)                      For the three months ended
March 31, 2019
 
  Outstanding Exposure 90 Days    
Past Due    
 Nonaccrual Three Months
Ended
 Six Months
Ended
   Outstanding   Exposure   90 Days
Past Due
   Nonaccrual   Net Charge-offs 

By State:

                 

Ohio

   $            1,031  1,870   -      7  1  2   $        1,090    2,222    -    9    1 

Michigan

   393  616   -      5   -  1    284    476    -    5    - 

Illinois

   246  378   -      4  1  1    208    335    -    4    1 

Indiana

   169  282   -      2   -  1    126    223    -    2    - 

Kentucky

   156  276   -      2   -  1    111    217    -    2    - 

Florida

   73  105   -      2   -   -    57    85    -    2    - 

All other states

   165  236   -      3   -   -    119    183    -    3    - 

Total

   $            2,233  3,763   -      25  2  6   $1,995    3,741    -    27    2 

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

 

 

TABLE 45: Home Equity Portfolio Loans Outstanding with an LTV Greater than 80%

 

     
As of March 31, 2018 ($ in millions)                      For the three months ended
March 31, 2018
 
    Outstanding       Exposure       

90 Days    

Past Due    

   Nonaccrual   Net Charge-offs 

By State:

          

Ohio

  $        1,034    1,968    -    8    1 

Michigan

   339    550    -    5    1 

Illinois

   219    349    -    4    1 

Indiana

   148    256    -    3    - 

Kentucky

   136    250    -    2    - 

Florida

   66    95    -    2    - 

All other states

   142    210    -    3    - 

Total

  $2,084    3,678    -    27    3 

AutomobileIndirect secured consumer portfolio

The indirect secured consumer portfolio is comprised of $9.2 billion of automobile loans and $806 million of indirect motorcycle, powersports, recreational vehicles and marine loans which were acquired in the MB Financial, Inc. acquisition. For additional information on indirect secured consumer loans, refer to Note 6 of the Notes to Condensed Consolidated Financial Statements.

The Bancorp’s automobile portfolio balances have declinedincreased since December 31, 2017 as payoffs exceeded new loan production2018 due to a strategic shift focusing on improving risk-adjusted returns.an increase in loan origination activity. Additionally, the concentration of lower FICO (<£690) origination balances remained within targeted credit risk tolerance during the sixthree months ended June 30, 2018.March 31, 2019. 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 automobile portfolio loans outstanding disaggregated based upon FICO score as of:

 

TABLE 44: Automobile Portfolio Loans Outstanding by FICO Score at Origination
                June 30, 2018                         December 31, 2017          

TABLE 46: Automobile Portfolio Loans Outstanding by FICO Score at Origination

TABLE 46: Automobile Portfolio Loans Outstanding by FICO Score at Origination

 

  March 31, 2019(a) December 31, 2018 
($ in millions) Outstanding         % of Total                    Outstanding         % of Total          Outstanding   % of Total Outstanding   % of Total 

FICO£ 690

 $          1,545       17 %    $          1,563      17 %    $1,617        18 $1,604        18

FICO > 690

  7,393       83        7,549      83         7,607        82  7,372        82 

Total

 $8,938       100 %   $          9,112      100 %    $        9,224        100 $        8,976        100
(a)

Excludes indirect motorcycle, powersports, recreational vehicles and marine loans that were acquired in the acquisition of MB Financial, Inc.

The automobile portfolio is characterized by direct and indirect lending products to consumers. As of June 30, 2018, 44%March 31, 2019, 43% of the automobile loan portfolio is comprised of loans collateralized by new automobiles. It is a common industry practice to advance on automobile loans an amount in excess of the automobile value due to the inclusion of negative equitytrade-in, maintenance/warranty products, taxes, title and other fees paid at closing. The Bancorp monitors its exposure to these higher risk loans.

The following table provides an analysis of automobile portfolio loans outstanding by LTV at origination as of:

 

TABLE 45: Automobile Portfolio Loans Outstanding by LTV at Origination
                  June 30, 2018                             December 31, 2017          

TABLE 47: Automobile Portfolio Loans Outstanding by LTV at Origination

TABLE 47: Automobile Portfolio Loans Outstanding by LTV at Origination

 

  March 31, 2019(a) December 31, 2018 
($ in millions) Outstanding   

    Weighted-    

    Average LTV    

            Outstanding 

    Weighted-      

    Average LTV      

  Outstanding   Weighted-
Average LTV
 Outstanding   Weighted-
Average LTV
 

LTV£ 100%

  $              5,606         82.3 %  $          5,814      82.1 %    $        5,766        82.2 $        5,591        82.3

LTV > 100%

  3,332         112.7      3,298      112.4         3,458        112.9  3,385        112.9 

Total

  $              8,938         94.1 % $          9,112      93.5 %    $9,224        94.1 $8,976        94.2
(a)

Excludes indirect motorcycle, powersports, recreational vehicles and marine loans that were acquired in the acquisition of MB Financial, Inc.

The following table provides an analysis of the Bancorp’s automobile portfolio loans with aan LTV at origination greater than 100%:

 

TABLE 46: Automobile Portfolio Loans Outstanding with a LTV Greater than 100% 
As of ($ in millions)                 Net Charge-offs for the 
    Outstanding   90 Days Past Due
and Accruing
   Nonaccrual   Three Months
Ended
   Six Months
Ended
 

June 30, 2018

   $              3,332    6    1    5    13 

June 30, 2017

   3,248    4    1    4    12 

TABLE 48: Automobile Portfolio Loans Outstanding with an LTV Greater than 100%

 

     
As of ($ in millions)  Outstanding   

90 Days Past

Due and Accruing

   Nonaccrual   

Net Charge-offs for the

Three Months Ended

 
March 31, 2019(a)  $        3,458        6    2    9 

March 31, 2018

   3,316        5    1    8 
(a)

Excludes indirect motorcycle, powersports, recreational vehicles and marine loans that were acquired in the acquisition of MB Financial, Inc.

Credit card portfolio

The credit card portfolio consists of predominately prime accounts with 97% of loan balances existing within the Bancorp’s footprint as of both June 30, 2018March 31, 2019 and December 31, 2017.2018. At June 30, 2018March 31, 2019 and December 31, 2017, 74%2018, 70% and 76%71%, respectively, of the outstanding balances were originated through branch-based relationships with the remainder coming from direct mail campaigns and online acquisitions.

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

The following table provides an analysis of credit card portfolio loans outstanding disaggregated based upon FICO score as of:

 

TABLE 47: Credit Card Portfolio Loans Outstanding by FICO Score at Origination
               June 30, 2018                          December 31, 2017           
($ in millions) Outstanding          % of Total           Outstanding       % of Total       

FICO£ 659

 $65       3 %    $                 61           3 %  

FICO660-719

  605       27         581           25      

FICO³ 720

  1,600       70          1,657           72      

Total

 $          2,270       100 %     $            2,299           100 %  

TABLE 49: Credit Card Portfolio Loans Outstanding by FICO Score at Origination

 

   March 31, 2019  December 31, 2018 
($ in millions)  Outstanding   % of Total  Outstanding   % of Total 

FICO£ 659

  $84        4 $82        3

FICO660-719

   719        30   711        29 

FICO³ 720

   1,585        66   1,677        68 

Total

  $        2,388        100 $        2,470        100

Other consumer portfolio loans

The other consumer portfolio loans are comprised of secured and unsecured loans originated through the Bancorp’s branch network as well aspoint-of-sale loans originated in connection with third-party financial technology companies. Outstanding balances for other consumer loans increased approximately $423$147 million, or 27%,six percent, from December 31, 20172018 primarily due to an increase in originations in connection with third-party financial technology companies. Additionally, the Bancorp has approximately $275$356 million in unfunded commitments associated with loans originated in connection with third-party financial technology companies as of June 30, 2018. Fifth ThirdMarch 31, 2019. The Bancorp closely monitors the credit performance of thesepoint-of-sale loans which, for the Bancorp, is impacted by the credit loss protection coverage provided by the third-party financial technology companies.

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

The following table provides an analysis of other consumer portfolio loans outstanding by product type at origination as of:

TABLE 48: Other Consumer Portfolio Loans Outstanding by Product Type at Origination 

              June 30, 2018                         December 31, 2017         

TABLE 50: Other Consumer Portfolio Loans Outstanding by Product Type at Origination

TABLE 50: Other Consumer Portfolio Loans Outstanding by Product Type at Origination

 

  March 31, 2019 December 31, 2018 
($ in millions)    Outstanding   % of Total       Outstanding   % of Total   Outstanding   % of Total Outstanding   % of Total 

Unsecured

 $  495        25   $ 461        30   $639        26 $610        26

Other secured

   494        25     482        31     534        21  510        22 

Point-of-sale

  993        50   616        39     1,316        53  1,222        52 

Total

 $  1,982        100  $ 1,559        100   $        2,489        100 $        2,342        100

Analysis of Nonperforming Assets

Nonperforming assets include nonaccrual loans and leases for which ultimate collectability of the full amount of the principal and/or interest is uncertain; restructured commercial and credit card 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 49.51. 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 the Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017.2018.

Nonperforming assets were $503$512 million at June 30, 2018March 31, 2019 compared to $495$411 million at December 31, 2017.2018. At June 30, 2018, $23March 31, 2019, $14 million of nonaccrual loans were held for sale, compared to $6$16 million at December 31, 2017.2018.

Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO were 0.52%0.45% as of June 30, 2018March 31, 2019 compared to 0.53%0.41% as of December 31, 2017.2018. Nonaccrual loans and leases secured by real estate were 27%30% of nonaccrual loans and leases as of June 30, 2018March 31, 2019 compared to 33%34% as of December 31, 2017.2018.

Commercial portfolioPortfolio commercial nonaccrual loans and leases were $305$313 million at June 30, 2018, a decreaseMarch 31, 2019, an increase of $1$85 million from December 31, 2017. Consumer portfolio2018. Portfolio consumer nonaccrual loans and leases were $132$137 million at June 30, 2018,March 31, 2019, an increase of $1$17 million from December 31, 2017.2018. Refer to Tables 50 and 51Table 52 for rollforwardsa rollforward of the portfolio nonaccrual loans and leases.

OREO and other repossessed property was $43$48 million at June 30, 2018, compared to $52March 31, 2019, an increase of $1 million atfrom December 31, 2017.2018. The Bancorp recognized $1$2 million and $3 million in losses on the transfer, sale or write-down of OREO properties for both the three months ended June 30, 2018 and 2017 and $4 million and $5 million in losses on the sale or write-down of OREO properties for the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.

For the three and six months ended June 30,March 31, 2019 and 2018, approximately $7 million and $15$8 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. For the three and six months ended June 30, 2017 approximately $9 million and $19 million, respectively, of interest income would have been recognized. 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.

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

 

 

TABLE 49: Summary of Nonperforming Assets and Delinquent Loans

TABLE 51: Summary of Nonperforming Assets and Delinquent Loans

    
As of ($ in millions)          June 30, 2018             December 31, 2017        March 31, 2019 December 31, 2018        

Nonaccrual portfolio loans and leases:

       

Commercial and industrial loans

 $ 99      144                  $112 54

Commercial mortgage loans

  8      12                   24 9

Commercial leases

  25      -                   18 18

Residential mortgage loans

  13      17               

Residential mortgage loans(a)

    15 10

Home equity

  54      56                   62 56

Automobile loans

  3      -               

Indirect secured consumer loans

    2  -

Other consumer loans

  1      -                   2 1

Nonaccrual portfolio restructured loans and leases:

       

Commercial and industrial loans

  164      132                   148 139

Commercial mortgage loans

  5      14                   7 4

Commercial leases

  4      4                   4 4

Residential mortgage loans

  15      13               

Residential mortgage loans(a)

    10 12

Home equity

  17      18                   18 13

Automobile loans

  2      1               

Indirect secured consumer loans

    1 1

Credit card

 27      26                   27 27

Total nonaccrual portfolio loans and leases(b)

  437      437                   450 348

OREO and other repossessed property

 43      52                   48 47

Total nonperforming portfolio assets

  480      489                   498 395

Nonaccrual loans held for sale

  5      5               

Nonaccrual restructured loans held for sale

 18      1                   14 16

Total nonperforming assets

 $ 503      495                  $512 411

Total portfolio loans 90 days past due and still accruing

   

Total portfolio loans and leases 90 days past due and still accruing

    

Commercial and industrial loans

 $ 4      3                  $15 4

Commercial mortgage loans

    20 2

Residential mortgage loans(a)

  44      57                   48 38

Automobile loans

  10      10               

Home equity

    1  -

Indirect secured consumer loans

    9 12

Credit card

 31      27                   38 37

Total portfolio loans 90 days past due and still accruing

 $ 89      97               

Other consumer loans

    1  -

Total portfolio loans and leases 90 days past due and still accruing(c)

   $132 93

Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO

  0.52 % 0.53                         0.45% 0.41

ALLL as a percent of nonperforming portfolio assets

 224      245                 224 279
(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$237262as ofJuneMarch 30, 201831, 2019and $290$195 as of December 31, 2017.2018. The Bancorp recognized losses of an immaterial amount$1and$3 $2 for both the three and six months endedJuneMarch 30, 201831, 2019and 2017.2018, respectively, due to claim denials and curtailments associated with these insured or guaranteed loans.

(b)

Includes$411and $3$6 of nonaccrual government insured commercial loans whose repayments are insured by the SBA atJuneMarch 30, 201831, 2019 and December 31, 2017,2018, respectively, of which$26 and $3$2 were restructured nonaccrual government insured commercial loans atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively.

(c)

Total portfolio loans and leases 90 days past due and still accruing reflect a decrease of $4 million which occurred after the Bancorp’s Form8-K was filed on April 23, 2019.

The following tables provide a rollforward of portfolio nonaccrual loans and leases, by portfolio segment:

TABLE 50: Rollforward of Portfolio Nonaccrual Loans and Leases

 
For the six months ended June 30, 2018 ($ in millions)    Commercial    Residential
  Mortgage  
   Consumer        Total     

TABLE 52: Rollforward of Portfolio Nonaccrual Loans and Leases

TABLE 52: Rollforward of Portfolio Nonaccrual Loans and Leases

 

 
For the three months ended March 31, 2019 ($ in millions)  Commercial Residential
Mortgage
 Consumer Total    

Balance, beginning of period

 

$

 306    30     101    437        $228   22   98   348  

Transfers to nonaccrual status

  172    19     70    261         120   14   46   180  

Acquired nonaccrual loans

   8   -   -   8  

Transfers to accrual status

     (12)    (30)   (42)        -   (6  (14  (20 

Transfers to held for sale

  (25)          (25)     

Loan paydowns/payoffs

  (88)   (3)    (16)   (107)        (21  (2  (7  (30 

Transfers to OREO

  (2)   (5)    (4)   (11)        (4  (2  (1  (7 

Charge-offs

  (89)   (1)    (17)   (107)        (20  (1  (10  (31 

Draws/other extensions of credit

 31           31         2   -   -   2  

Balance, end of period

 $ 305    28     104    437        $        313   25   112   450  
TABLE 51: Rollforward of Portfolio Nonaccrual Loans and Leases

 

 

 
For the six months ended June 30, 2017 ($ in millions)    Commercial    Residential  
Mortgage
     Consumer          Total     

Balance, beginning of period

 $ 523    34     103   660      

Transfers to nonaccrual status

  212    24     61   297      

Transfers to accrual status

  (13)   (12)    (26)  (51)     

Transfers to held for sale

  (13)         (13)     

Loan paydowns/payoffs

  (149)   (7)    (16)  (172)     

Transfers to OREO

  (2)   (5)    (3)  (10)     

Charge-offs

  (87)   (2)    (22)  (111)     

Draws/other extensions of credit

 14          14      

Balance, end of period

 $ 485    32     97   614      

TABLE 53: Rollforward of Portfolio Nonaccrual Loans and Leases

 

            
For the three months ended March 31, 2018 ($ in millions)  Commercial  Residential
Mortgage
  Consumer  Total     

Balance, beginning of period

  $306   30   101   437  

Transfers to nonaccrual status

   100   10   33   143  

Transfers to accrual status

   -   (7  (14  (21 

Transfers to held for sale

   (24  -   -   (24 

Loan paydowns/payoffs

   (45  (1  (8  (54 

Transfers to OREO

   (2  (4  (1  (7 

Charge-offs

   (35  -   (9  (44 

Draws/other extensions of credit

   22   -   -   22  

Balance, end of period

  $        322   28   102   452     

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

 

 

Troubled Debt Restructurings

If a borrower is experiencing financial difficulty, the Bancorp may consider, in certain circumstances, modifying the terms of their loan to maximize collection of amounts due. Typically, these modifications reduce the loan interest rate, extend the loan term, reduce the accrued interest or in limited circumstances, reduce the principal balance of the loan. These modifications are classified as TDRs.

At the time of modification, the Bancorp maintains certain consumer loan TDRs (including 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. 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 asix-month payment history is sustained.

Consumer restructured loans on accrual status totaled $1.0 billion$950 million and $927$961 million at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. As of June 30, 2018,March 31, 2019, the percent of restructured residential mortgage loans, home equity loans and credit card loans that were past due 30 days or more from their modified terms were 26%24%, 11%13% and 35%37%, respectively.

The following tables summarize portfolio TDRs by loan type and delinquency status:

 

TABLE 52: Accruing and Nonaccruing Portfolio TDRs 
TABLE 54: Accruing and Nonaccruing Portfolio TDRsTABLE 54: Accruing and Nonaccruing Portfolio TDRs 
  Accruing         Accruing     
As of June 30, 2018 ($ in millions)    Current     30-89 Days    
Past Due
 90 Days or
  More Past Due  
 Nonaccruing     Total     
As of March 31, 2019 ($ in millions)  Current   30-89 Days
Past Due
   90 Days or
More Past Due
   Nonaccruing   Total 

Commercial loans(b)

 

$

  103   1             -             173           277    $59    -            -            159          218 

Residential mortgage loans(a)

   583   44             146             15           788     555    47            122            10          734 

Home equity

   217   10             -             17           244     194    10            -            18          222 

Automobile loans

   6   -             -             2            

Indirect secured consumer loans

   5    -            -            1          6 

Credit card

    15   3             -             27           45     14    3            -            27          44 

Total

 

$

  924   58             146             234           1,362    $        827    60            122            215          1,224 

(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 ofJune 30, 2018, these advances represented$353 of current loans,$37 of30-89 days past due loans and$124 of 90 days or more past due loans.

(b) Excludes restructured nonaccrual loans held for sale.

    

    

TABLE 53: Accruing and Nonaccruing Portfolio TDRs 
  Accruing      
As of December 31, 2017 ($ in millions)    Current     30-89 Days    
Past Due
 90 Days or
  More Past Due  
   Nonaccruing       Total     

Commercial loans(b)

 

$

 249   -             -            150          399  

Residential mortgage loans(a)

  478  52            122            13          665  

Home equity

  236  12             -            18          266  

Automobile loans

  8   -             -            1           

Credit card

   16  3             -            26          45  

Total

 

$

 987  67            122            208          1,384  
(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 ofMarch 31, 2019, these advances represented$323 of current loans,$36 of30-89 days past due loans and$101 of 90 days or more past due loans.

(b)

Excludes restructured nonaccrual loans held for sale.

TABLE 55: 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(b)

  $60    -            -            147          207 

Residential mortgage loans(a)

   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)

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, 2017,2018, these advances represented $282$321 of current loans, $40$42 of30-89 days past due loans and $108$101 of 90 days or more past due loans.

(b)

Excludes restructured nonaccrual loans held for sale.

Analysis of Net Loan Charge-offs

Net charge-offs were 4132 bps and 2836 bps of average portfolio loans and leases for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and were 38 bps and 34 bps of average portfolio loans and leases for the six months ended June 30, 2018 and 2017, respectively. Table 5456 provides a summary of credit loss experience and net charge-offs as a percent of average portfolio loans and leases outstanding by loan category.

The ratio of commercial loan and lease net charge-offs toas a percent of average portfolio commercial loans and leases increaseddecreased to 34 bps and 2711 bps during the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to 17 bps and 2321 bps during the three and six months ended June 30, 2017, respectively.March 31, 2018. The increases for both the three and six months ended June 30, 2018 weredecrease was primarily due to increasesa $10 million decrease in net charge-offs on commercial and industrial loansloans.

The ratio of $29 million and $22 million during the three and six months ended June 30, 2018, respectively, compared to the same period in the prior year.

Consumerconsumer loan net charge-offs as a percent of average portfolio consumer loans and leases were 52 bps and 56increased to 68 bps during the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to 4660 bps and 51 bps forduring the three and six months ended June 30, 2017, respectively.March 31, 2018. The increases for both the three and six months ended June 30, 2018 wereincrease was primarily due to increasesan increase in net charge-offs on credit cardscard of $4$8 million and $9 million duringfor the three and six months ended June 30, 2018, respectively,March 31, 2019 compared to the same period infrom the prior year.

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

 

 

TABLE 54: Summary of Credit Loss Experience                     
     For the three months ended
June 30,
  For the six months ended
June 30,
 
($ in millions)         2018  2017         2018   2017   

Lossescharged-off:

��     

Commercial and industrial loans

 $    (51  (34)       (83   (72)     

Commercial mortgage loans

   (3  (6)       (4   (12)     

Commercial leases

   -   (1)       -    (2)     

Residential mortgage loans

   (4  (4)       (7   (10)     

Home equity

   (5  (9)       (12   (18)     

Automobile loans

   (13  (12)       (30   (29)     

Credit card

   (29  (24)       (58   (48)     

Other consumer loans(a)

      (13  (5)       (28   (11)     

Total lossescharged-off

 $    (118  (95)       (222   (202)     

Recoveries of losses previouslycharged-off:

      

Commercial and industrial loans

 $    4   16        9    20      

Commercial mortgage loans

   1   1        2    1      

Residential mortgage loans

   2   2        3    3      

Home equity

   3   4        5    7      

Automobile loans

   5   6        11    11      

Credit card

   3   2        6    5      

Other consumer loans(a)

      6   -        11    2      

Total recoveries of losses previouslycharged-off

 $    24   31        47    49      

Net lossescharged-off:

      

Commercial and industrial loans

 $    (47  (18)       (74   (52)     

Commercial mortgage loans

   (2  (5)       (2   (11)     

Commercial leases

   -   (1)       -    (2)     

Residential mortgage loans

   (2  (2)       (4   (7)     

Home equity

   (2  (5)       (7   (11)     

Automobile loans

   (8  (6)       (19   (18)     

Credit card

   (26  (22)       (52   (43)     

Other consumer loans

      (7  (5)       (17   (9)     

Total net lossescharged-off

 $    (94  (64)       (175           (153)     

Net lossescharged-off as a percent of average portfolio loans and leases:

      

Commercial and industrial loans

   0.44 %   0.17        0.36    0.25      

Commercial mortgage loans

   0.11   0.33        0.09    0.31      

Commercial leases

      -   0.06        -    0.07      

Total commercial loans and leases

      0.34 %   0.17        0.27    0.23      

Residential mortgage loans

   0.05   0.04        0.06    0.08      

Home equity

   0.12   0.27        0.19    0.30      

Automobile loans

   0.33   0.27        0.42    0.38      

Credit card

   4.73   4.22        4.69    4.13      

Other consumer loans

      1.85   2.31        2.00    2.58      

Total consumer loans

      0.52 %   0.46        0.56    0.51      

Total net lossescharged-off as a percent of average portfolio loans and leases

      0.41 %   0.28        0.38    0.34      

(a) For the three and six months endedJune 30, 2018
TABLE 56: Summary of Credit Loss Experience 
   For the three months ended
March 31,
 
($ in millions)  2019  2018     

Lossescharged-off:

    

Commercial and industrial loans

  $(20  (33 

Commercial mortgage loans

   -   (2 

Residential mortgage loans

   (2  (4 

Home equity

   (6  (7 

Indirect secured consumer loans

   (20  (17 

Credit card

   (38  (28 

Other consumer loans(a)

   (22  (12 

Total lossescharged-off

  $(108  (103    

Recoveries of losses previouslycharged-off:

    

Commercial and industrial loans

  $2   5  

Commercial mortgage loans

   1   1  

Residential mortgage loans

   1   1  

Home equity

   3   2  

Indirect secured consumer loans

   7   6  

Credit card

   5   3  

Other consumer loans(a)

   12   4  

Total recoveries of losses previouslycharged-off

  $31   22     

Net lossescharged-off:

    

Commercial and industrial loans

  $(18  (28 

Commercial mortgage loans

   1   (1 

Residential mortgage loans

   (1  (3 

Home equity

   (3  (5 

Indirect secured consumer loans

   (13  (11 

Credit card

   (33  (25 

Other consumer loans

   (10  (8 

Total net lossescharged-off

  $(77  (81    

Net lossescharged-off as a percent of average portfolio loans and leases:

    

Commercial and industrial loans

   0.16  0.27  

Commercial mortgage loans

   (0.05  0.06  

Total commercial loans and leases

   0.11  0.21     

Residential mortgage loans

   0.02   0.06  

Home equity

   0.20   0.26  

Indirect secured consumer loans

   0.57   0.50  

Credit card

   5.60   4.65  

Other consumer loans

   1.76   2.16  

Total consumer loans

   0.68  0.60     

Total net lossescharged-off as a percent of average portfolio loans and leases

               0.32  0.36     
(a)

For the three months endedMarch 31, 2019, the Bancorp recorded$11, the Bancorp recorded$6 and$10, respectively, in both lossescharged-off and recoveries of lossescharged-off related to customer defaults onpoint-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 coverage for probable and estimable losses in the loan and lease portfolio. The Bancorp evaluates the ALLL each quarter to determine its adequacy to cover inherent losses. Several factors are taken into consideration in the determination of the overall ALLL, including an unallocated component. These factors include, but are not limited to, the overall risk profile of the loan and lease portfolios, netcharge-off experience, the extent of impaired loans and leases, the level of nonaccrual loans and leases, the level of 90 days past due loans and leases and the overall level of the ALLL as a percent of portfolio loans and leases. The Bancorp also considers overall asset quality trends, credit administration and portfolio management practices, risk identification practices, credit policy and underwriting practices, overall portfolio growth, portfolio concentrations and current economic conditions that might impact the portfolio. More information on the ALLL can be found in the Critical Accounting Policies section of the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017.2018.

During the three months ended June 30, 2018,March 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 compared to prior periods that impacted the determination of the current period allowance. In addition to the ALLL, the Bancorp maintains a reserve for unfunded commitments recorded in other liabilities in the Condensed Consolidated Balance Sheets. The methodology used to determine the adequacy of this reserve is similar to the Bancorp’s methodology for determining the ALLL. The provision for unfunded commitments is included in other noninterest expensethe provision for credit losses in the Condensed Consolidated Statements of Income.

The ALLL attributable to the portion of the residential mortgage and consumer loan and lease portfolioportfolios that has not been restructured in a TDR is determinedcalculated on a pooled basis with the segmentation based on the similarity of credit risk characteristics. Loss factors for consumer loans are developed for each pool based on the trailing twelve month historical loss rate, as adjusted for certain prescriptive loss rate factors and certain qualitative adjustment factors.

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

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 reflected in the trailing twelve month historical loss rate.

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

For real estate backed consumer loans, the prescriptive loss rate factors include adjustments 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.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 $155$209 million at June 30, 2018.March 31, 2019. In addition, the Bancorp’s determination of the ALLL for residential mortgage loans and consumer loans is sensitive to changes in estimated loss rates. In the event that estimated loss rates would increase by 10%, the ALLL for residential mortgage loans and consumer loans would increase by approximately $32$35 million at June 30, 2018.March 31, 2019. As several qualitative and quantitative factors are considered in determining the ALLL, these sensitivity analyses do not necessarily reflect the nature and extent of future changes in the ALLL. They are intended to provide insights into the impact of adverse changes to risk grades and estimated loss rates and do not imply any expectation of future deterioration in the risk ratings or loss rates. Given current processes employed by the Bancorp, management believes the risk grades and estimated loss rates currently assigned are appropriate.

TABLE 55: Changes in Allowance for Credit Losses

        For the three months ended
June 30,
     For the six months ended
June 30,
 
($ in millions)        2018   2017       2018   2017 

ALLL:

            

Balance, beginning of period

  $   1,138     1,238           1,196     1,253      

Lossescharged-off(a)

     (118)    (95)          (222)    (202)     

Recoveries of losses previouslycharged-off(a)

     24     31           47     49      

Provision for loan and lease losses

      33     52           56     126      

Balance, end of period

  $   1,077     1,226           1,077     1,226      

Reserve for unfunded commitments:

            

Balance, beginning of period

  $   151     159           161     161      

(Benefit from) Provision for unfunded commitments

      (20)    3           (30)    1      

Balance, end of period

  $   131     162           131     162      

(a)    For the three and six months endedJune 30, 2018
TABLE 57: Changes in Allowance for Credit Losses     
     For the three months ended
March 31,
     
($ in millions)    2019     2018     

ALLL:

         

Balance, beginning of period

    $1,103      1,196  

Lossescharged-off(a)

     (108     (103 

Recoveries of losses previouslycharged-off(a)

     31      22  

Provision for loan and lease losses

     89      23  

Balance, end of period

    $            1,115      1,138     

Reserve for unfunded commitments:

         

Balance, beginning of period

    $131      161  

Reserve for acquired unfunded commitments

     1      -  

Provision for (benefit from) the reserve for unfunded commitments

     1      (10 

Balance, end of period

    $133      151     
(a)

For the three months endedMarch 31, 2019, the Bancorp recorded$11, the Bancorp recorded$6 and$10, respectively, in both lossescharged-off and recoveries of lossescharged-off related to customer defaults onpoint-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 recognize the imprecision in estimating and measuring loss. The unallocated allowance as a percent of total portfolio loans and leases was 0.10% and 0.12% and 0.13% at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. The unallocated allowance was 10% of the total allowance at both June 30, 2018March 31, 2019 and December 31, 2017.2018.

As shown in Table 56,58, the ALLL as a percent of portfolio loans and leases was 1.17%1.02% and 1.30%1.16% at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. This decrease reflects the impact of the MB Financial, Inc. acquisition, which added approximately $13.5 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. The ALLL was $1.1 billion and $1.2 billion at June 30, 2018both March 31, 2019 and December 31, 2017, respectively.2018.

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

 

 

TABLE 56: Attribution of Allowance for Loan and Lease Losses to Portfolio Loans and Leases

TABLE 58: Attribution of Allowance for Loan and Lease Losses to Portfolio Loans and Leases

    
As of ($ in millions)  June 30, 2018   December 31, 2017   March 31, 2019 December 31, 2018        

Attributed ALLL:

        

Commercial and industrial loans

  $545          651              $517 515

Commercial mortgage loans

   65          65               83 80

Commercial construction loans

   21          23               34 32

Commercial leases

   23          14               20 18

Residential mortgage loans

   86          89               79 81

Home equity

   39          46               39 36

Automobile loans

   39          38           

Indirect secured consumer loans

    48 42

Credit card

   124          117               150 156

Other consumer loans

   27          33               33 33

Unallocated

   108          120               112 110

Total ALLL

  $1,077          1,196              $1,115 1,103

Portfolio loans and leases:

        

Commercial and industrial loans

  $41,403          41,170              $51,862 44,340

Commercial mortgage loans

   6,625          6,604               10,686 6,974

Commercial construction loans

   4,687          4,553               5,231 4,657

Commercial leases

   3,788          4,068               3,909 3,600

Residential mortgage loans

   15,640          15,591               16,811 15,504

Home equity

   6,599          7,014               6,435 6,402

Automobile loans

   8,938          9,112           

Indirect secured consumer loans

    10,031 8,976

Credit card

   2,270          2,299               2,388 2,470

Other consumer loans

   1,982          1,559               2,489 2,342

Total portfolio loans and leases

  $            91,932          91,970              $        109,842 95,265

Attributed ALLL as a percent of respective portfolio loans and leases:

        

Commercial and industrial loans

   1.32 %     1.58               1.00% 1.16

Commercial mortgage loans

   0.98          0.98               0.78 1.15

Commercial construction loans

   0.45          0.51               0.65 0.69

Commercial leases

   0.61          0.34               0.51 0.50

Residential mortgage loans

   0.55          0.57               0.47 0.52

Home equity

   0.59          0.66               0.61 0.56

Automobile loans

   0.44          0.42           

Indirect secured consumer loans

    0.48 0.47

Credit card

   5.46          5.09               6.28 6.32

Other consumer loans

   1.36          2.12               1.33 1.41

Unallocated (as a percent of total portfolio loans and leases)

   0.12          0.13               0.10 0.12

Attributed ALLL as a percent of total portfolio loans and leases

   1.17 %     1.30           

Total ALLL as a percent of total portfolio loans and leases

    1.02% 1.16

MARKET RISK MANAGEMENT

Market risk is theday-to-day potential for the value of a financial instrument to increase or decrease 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 component of market risk, primarily impacts the Bancorp’s NII and interest sensitive fee income categories through changes in interest income on earning assets and cost of interest bearinginterest-bearing liabilities, and through fee items that are related to interest sensitive activities such as mortgage origination and servicing income. Management considers interest rate risk a prominent market risk in terms of its potential impact on earnings. Interest rate risk may occur for any one or more of the following reasons:

        ●  Assets and liabilities mature or reprice at different times;

        ●  Short-term and long-term market interest rates change by different amounts; or

        ●  The expected maturities of various assets or liabilities shorten or lengthen as interest rates change.

In addition to the direct impact of interest rate changes on NII, interest rates can indirectly impact earnings through their effect on loan and deposit demand, credit losses, mortgage originations, the value of servicing rights and other sources of the Bancorp’s earnings. Stability of the Bancorp’s net income is largely dependent upon the effective management of interest rate risk. Management continually reviews the Bancorp’s balance sheet composition and earnings flows and models the interest rate risk, and possible actions to reducemanage this risk, given numerous possible future interest rate scenarios. A series of Policy Limits and Key Risk Indicators are employed to ensure that this risk is managed within the Bancorp’s risk tolerance.

Interest Rate Risk Management Oversight

The Bancorp’s ALCO, which includes senior management representatives and is accountable to the ERMC, monitors and manages interest rate risk within Board approvedBoard-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 risk 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 assumedestimated cash flows and repricing characteristics for all of the Bancorp’s assets, liabilities andoff-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.

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

 

 

As of June 30, 2018,March 31, 2019, the Bancorp’s interest rate risk exposure is evaluatedgoverned by measuringa risk framework that utilizes the anticipated change in NII over12-month and24-month horizons assuming 100 bps anda 200 bps parallel ramped increasesincrease and a 100150 bps parallel ramped decrease in interest rates. The analysis would typically include a 200 bps parallel ramped decreaseAdditionally, the Bancorp routinely analyzes various potential and extreme scenarios including ramps, shocks and twists to assess where risks to net interest income persist or develop as changes in interest rates; however, this analysis is currently omitted due to the current levels of certain interest rates.balance sheet and market rates evolve.

In order to recognize the risk of noninterest-bearing demand deposit balancerun-off in a rising interest rate environment, the Bancorp’s NII sensitivity modeling assumes that approximately $1 billion$750 million of additional demand deposit balancesrun-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 $1 billion$750 million of incremental growth in noninterest-bearing deposit balances over 24 months above senior management’s baseline projections for each 100 bps decrease in short-term market interest rates. The incremental balancerun-off and growth are modeled to flow into and out of funding products that reprice in conjunction with market rate changes.

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 70% at June 30, 2018,March 31, 2019, which is approximately 10 to 20 percentage points higher than the average beta that the Bancorp experienced in the last FRB tightening cycle from June 2004 to June 2006.2006 and higher than the average beta experienced in the current tightening cycle to date. The Bancorp’s NII sensitivity modeling assumes a weighted-average falling rate interest-bearing deposit beta of 43% at March 31, 2019. 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 for each rate move thus far in the current tightening cycle. The Bancorp is using the same assumptions for interest-bearing deposit betas and floors for modeling NII at risk exposures of the combined entity, inclusive of the deposit balances acquired from MB Financial, Inc.

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 net interest incomeNII sensitivity profile and ALCO policy limits as of:

TABLE 57: Estimated NII Sensitivity Profile and ALCO Policy Limits

    

June 30, 2018

     

June 30, 2017

   

% 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

  1.24 %  5.19    (4.00)  (6.00)   1.90  5.85   (4.00)  (6.00)    

+100 Ramp over 12 months

  0.74       2.92    -  -   1.13  3.74     -    -    

 -100 Ramp over 12 months

  (3.75)      (9.11)   (8.00)  (12.00)   N/A  N/A   N/A  N/A    

 -62.5 Ramp over 7 months

  N/A      N/A    N/A  N/A    (4.04)  (7.51)    (6.00)  (8.00)    
TABLE 59: Estimated NII Sensitivity Profile and ALCO Policy Limits             
   March 31, 2019  March 31, 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

   0.92  3.99   (4.00  (6.00  2.43   7.62   (4.00  (6.00

+ 100 Ramp over 12 months

   0.56   2.42   N/A   N/A   1.44   4.33   N/A   N/A 

-75 Ramp over 10 months

   N/A   N/A   N/A   N/A   (4.74  (9.23  (8.00  (12.00

-100 Ramp over 12 months

   (2.89  (7.31  N/A   N/A   N/A   N/A   N/A   N/A 

-150 Ramp over 12 months

   (4.42  (11.84  (8.00  (12.00  N/A   N/A   N/A   N/A 

At June 30, 2018,March 31, 2019, the Bancorp’s NII sensitivity is near neutral in year one and would benefit in both year one and year two under the parallel rate ramp increases. The Bancorp’s NII would decline in both year one and year two under the parallel 100150 bps rampedramp decrease in interest rates. The NII sensitivity profile is attributable to the combination of floating-rate assets, including the predominantly floating-rate commercial loan portfolio, and certain intermediate-term fixed-rate liabilities. As the FRBFOMC has increased its target range for the federal funds rate, the sensitivity to declining rates has increased, which is a reflection of the balance sheet mix described above.previously described. 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 this scenario. The changes in the estimated NII sensitivity profile as of June 30, 2018March 31, 2019 compared to June 30, 2017March 31, 2018 were primarily attributable to an increase in outstanding taxable securities balances, the addition ofmigration from noninterest-bearing deposits to interest-bearing deposits, a net increase in outstanding receive-fixed swaps against floating-rate commercial loans increased utilizationand the addition of short-term funding and growth in fixed-rate consumer loans.forward starting floors againstone-month LIBOR. These items were partially offset by an increase in core deposit balancesthe acquisition of asset sensitive MB Financial, Inc. and a reduction inincreased short-term fixed-rate commercial leases.term wholesale funding.

Tables 5860 and 5961 provide the Bancorp’s estimated NII profile at June 30, 2018March 31, 2019 with changes to certain deposit balances and deposit repricing sensitivity (betas) assumptions.

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

 

 

The following table includes the Bancorp’s estimated NII sensitivity profile at June 30, 2018March 31, 2019 with an immediate $1 billion decrease and an immediate $1 billion increase in demand deposit balances:

TABLE 58:60: Estimated NII Sensitivity Profile at June 30, 2018March 31, 2019 with a $1 Billion Change in Demand Deposit Assumption

 % Change in NII (FTE)      % Change in NII (FTE) 
 

Immediate $1 Billion Balance
Decrease

     Immediate $1 Billion Balance
Increase
      
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
      

12

Months

 

 

   

13-24

Months

 

 

      

12

Months

 

 

     

13-24

Months

 

 

+200 Ramp over 12 months

 1.00 %  4.73   1.48   5.65       0.72    3.61       1.12      4.38 

+100 Ramp over 12 months

 0.62  2.69   0.86   3.15       0.46    2.23       0.66      2.61 

-100 Ramp over 12 months

 (3.87 (9.34 (3.64)  (8.88)      (2.99   (7.50      (2.79     (7.11

The following table includes the Bancorp’s estimated NII sensitivity profile at June 30, 2018 with a 25% increase and a 25% decrease to the rising rate deposit beta assumptions as of June 30, 2018. The resulting weighted-average interest-bearing deposit betas included in this analysis were approximately 88% and 53%, respectively, as of June 30, 2018:

TABLE 59: Estimated NII Sensitivity Profile at June 30, 2018 with Deposit Beta Assumptions 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

 (1.66) %  (0.25)   4.14    10.63   

+100 Ramp over 12 months

 (0.71)  0.22   2.18    5.61   

-150 Ramp over 12 months

     (4.56   (12.13      (4.27     (11.56

The following table includes the Bancorp’s estimated NII sensitivity profile at March 31, 2019 with a 25% increase and a 25% decrease to the corresponding deposit beta assumptions as of March 31, 2019. For example, the resulting weighted-average interest-bearing rising rate deposit betas included in this analysis were approximately 88% and 53%, respectively, as of March 31, 2019:

TABLE 61: Estimated NII Sensitivity Profile at March 31, 2019 with Deposit Beta Assumptions 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

   (1.92)%    (1.44    3.76      9.43 

+100 Ramp over 12 months

   (0.86   (0.28    1.98      5.11 

-100 Ramp over 12 months

   (2.05   (5.72    (3.74     (8.91

-150 Ramp over 12 months

   (3.20   (9.72       (5.67     (14.16

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 timepoint-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 transaction deposits.

The following table shows the Bancorp’s estimated EVE sensitivity profile as of:

TABLE 60:62: Estimated EVE Sensitivity Profile

             June 30, 2018                             June 30, 2017                March 31, 2019     March 31, 2018 
Change in Interest Rates (bps) % Change in EVE     ALCO
    Policy Limit    
    % Change in EVE 

      ALCO      

      Policy Limit      

    % Change in EVE   

ALCO

Policy Limit

 

 

    % Change in EVE   
ALCO
Policy Limit
 
 

+200 Shock

  (5.37)  (12.00)   (4.85)    (12.00)    (4.95)%   (12.00    (4.47 (12.00

+100 Shock

  (2.38)   -   (1.87)     -    (1.73  N/A     (1.89 N/A 

+25 Shock

  N/A   -   (0.30)     - 

-100 Shock

  0.02   -  (1.31)     -    (2.34  N/A     (1.27 N/A 

-200 Shock

   (8.75  (12.00    N/A  N/A 

The EVE sensitivity to the +200 bps rising raterising-rate scenario is moderately negative at June 30, 2018March 31, 2019 and slightly positivenegative to a 100 bps decline in market rates. The changes in the estimated EVE sensitivity profile from June 30, 2017March 31, 2018 were primarily related to the acquisition of MB Financial, Inc., the addition of receive-fixed swaps against floating-rate commercial loans an increaseand a decrease in the floating-rate debt portion of the wholesale funding position and an increaselong-term market interest rates. To a lesser degree, increases in the outstanding taxable securities balances. These itemsbalances and migration from noninterest-bearing deposits to interest-bearing deposits with higher attrition assumptions were partially offset by an increase in core deposit balances and the netrun-off of the fixed-rate commercial lease portfolio.and residential mortgage portfolios and overall deposit growth. The higher sensitivity to a-200 bps shock is primarily due to the current market rates and corresponding convexity profiles of mortgage based assets and deposits.

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. 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.

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

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.

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

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.

As part of its overall risk management strategy relative to its residential mortgage banking activities, the Bancorp enters into forward contracts accounted for as free-standing derivatives to economically hedge IRLCs that are also considered free-standing derivatives. Additionally, the Bancorp economically hedges its exposure to residential mortgage loans held for sale through the use of forward contracts and mortgage options.

The Bancorp also enters into derivativesderivative 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 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 1115 of the Notes to Condensed 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.

The following table summarizes the carrying value of the Bancorp’s portfolio loans and leases expected cash flows, excluding interest receivable, as of June 30, 2018:March 31, 2019:

TABLE 61:63: Portfolio Loans and Leases Expected Cash Flows

($ in millions)        Less than 1 year        1-5 years          Over 5 years          Total             Less than 1 year   1-5 years   Over 5 years   Total 

Commercial and industrial loans

  $22,452            17,918        1,033           41,403            $30,246         20,900   716       51,862 

Commercial mortgage loans

   2,655            3,378        592           6,625            3,962         5,888   836       10,686 

Commercial construction loans

   2,029            2,587        71           4,687            2,759         2,385   87       5,231 

Commercial leases

   840             1,783         1,165            3,788            920         1,786   1,203       3,909 

Total commercial loans and leases

   27,976             25,666         2,861            56,503            37,887         30,959   2,842       71,688 

Residential mortgage loans

   2,329            6,411        6,900           15,640            3,197         7,399   6,215       16,811 

Home equity

   1,678            3,386        1,535           6,599            1,697         3,337   1,401       6,435 

Automobile loans

   3,792            4,794        352           8,938         

Indirect secured consumer loans

   3,977         5,533   521       10,031 

Credit card

   454            1,816        -           2,270            488         1,900    -       2,388 

Other consumer loans

   1,198             517         267            1,982            1,283         1,036   170       2,489 

Total consumer loans

   9,451             16,924         9,054            35,429            10,642         19,205   8,307       38,154 

Total portfolio loans and leases

  $37,427             42,590         11,915            91,932            $48,529         50,164   11,149       109,842 

Additionally, the 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 June 30, 2018:March 31, 2019:

TABLE 62:64: Portfolio Loans and Leases Expected Cash Flows Occurring After 1 Year

      Interest Rate        Interest Rate 
($ in millions)              Fixed                            Floating or Adjustable            Fixed      Floating or Adjustable 

Commercial and industrial loans

     2,441                            16,510                     $3,662      17,954             

Commercial mortgage loans

     953                            3,017                      1,707      5,017             

Commercial construction loans

     29                            2,629                      27      2,445             

Commercial leases

      2,948                            -                      2,989      -             

Total commercial loans and leases

      6,371                            22,156                      8,385      25,416             

Residential mortgage loans

     10,038                            3,273                      9,736      3,878             

Home equity

     455                            4,466                      498      4,240             

Automobile loans

     5,114                            32                 

Indirect secured consumer loans

     6,029      25             

Credit card

     501                            1,315                      482      1,418             

Other consumer loans

      529                            255                      914      292             

Total consumer loans

      16,637                            9,341                      17,659      9,853             

Total portfolio loans and leases

     23,008                            31,497                     $                      26,044      35,269             

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

Residential Mortgage Servicing Rights and Interest Rate Risk

The fair value of the residential MSR portfolio was $959 million$1.1 billion and $858$938 million at June 30, 2018March 31, 2019 and December 31, 2017,2018, 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 anon-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 increaseddecreased during both the three and six months ended June 30, 2018March 31, 2019 which caused modeled prepayment speeds to slow.rise. The fair value of the MSR increased $21portfolio decreased $57 million and $78 million, respectively, due to changes to inputs to the valuation model including prepayment speeds and OAS spread assumptions and decreased $34$27 million and $62 million, respectively, due to the passage of time, including the impact of regularly scheduled repayments, paydowns and payoffs for the three and six months ended June 30, 2018.

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

Mortgage rates decreased during the three and six months ended June 30, 2017March 31, 2019. Mortgage rates increased during the three months ended March 31, 2018 which caused modeled prepayment speeds to increase which led to fair value adjustments on servicing rights.slow. The fair value of the MSR decreased $17portfolio increased $57 million and $13 million, respectively, due to changes to inputs to the valuation model including prepayment speeds and OAS spread assumptions and decreased $30$29 million and $57 million, respectively, due to the passage of time, including the impact of regularly scheduled repayments, paydowns and payoffs forduring the three and six months ended June 30, 2017.March 31, 2018.

The Bancorp recognized net lossesgains of $20$63 million and $82 million, respectively, on itsnon-qualifying hedging strategy for the three and six months ended June 30, 2018March 31, 2019 compared to net gainslosses of $18$62 million and $17 million, respectively, duringfor the three and six months ended June 30, 2017.March 31, 2018. These amounts include net lossesgains on securities related to the Bancorp’snon-qualifying hedging strategy which were $4$3 million and $17 million, respectively, during the three and six months ended June 30, 2018March 31, 2019 and net gainslosses of $2$13 million during both the three and six months ended June 30, 2017.March 31, 2018. The Bancorp may adjust its hedging strategy to reflect its assessment of the composition of its MSR portfolio, the cost of hedging and the anticipated effectiveness of the hedges given the economic environment. Refer to Note 1014 of the Notes to Condensed Consolidated Financial Statements for further discussion on servicing rights and the instruments used to hedge interest rate risk on MSRs.

Foreign Currency Risk

The Bancorp may enter into foreign exchange derivative contracts to economically hedge certain foreign denominated loans. The derivatives are classified as free-standing instruments with the revaluation gain or loss being recorded in other noninterest income in the Condensed Consolidated Statements of Income. The balance of the Bancorp’s foreign denominated loans at June 30, 2018March 31, 2019 and December 31, 20172018 was $932$915 million and $939$948 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 rate risk from interest rate derivative contracts, the Bancorp also enters into foreign exchange contracts with major financial institutions to economically hedge a substantial portion of the exposure from client driven foreign exchange activity. The Bancorp has risk limits and internal controls in place to help ensure excessive risk is not being taken in providing this service to customers. These controls include an independent determination of currency volatility and credit equivalent exposure on these contracts, counterparty credit approvals and country limits performed by the Capital Markets Credit department and Capital Markets Risk department.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 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 the Capital Markets Credit department and Capital Markets Risk department.independent risk management.

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 1519 of the Notes to Condensed Consolidated Financial Statements.

The Bancorp’s Treasury department manages funding and liquidity based onpoint-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, 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 revenue from dividends from its subsidiaries, primarily Fifth Third Bank. 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.

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

Liquidity Risk Management Oversight

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 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.

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

Table 6163 of the Market Risk Management subsection of the Risk Management section of MD&A illustrates the expected maturities from loan and lease repayments. Of the $32.0$35.0 billion of securities in the Bancorp’savailable-for-sale debt and other securities portfolio at June 30, 2018, $3.7March 31, 2019, $4.7 billion in principal and interest is expected to be received in the next 12 months and an additional $3.2$3.4 billion is expected to be received in the next 13 to 24 months. For further information on the Bancorp’s securities portfolio, refer to the Investment Securities subsection of the Balance Sheet Analysis section of MD&A.

Asset-driven liquidity is provided by the Bancorp’s ability to 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. TheFor the three months ended March 31, 2019 and 2018, the Bancorp sold or securitized loans totaling $1.5$1.2 billion and $2.6$1.0 billion, during the three and six months ended June 30, 2018, respectively, compared to $1.6 billion and $3.2 billion during the three and six months ended June 30, 2017, respectively. For further information on the transfer of financial assets, refer to Note 1014 of the Notes to Condensed Consolidated Financial Statements.

Core deposits have historically provided the Bancorp with a sizeable source of relatively stable and low costlow-cost funds. The Bancorp’s average core deposits and average shareholders’ equity funded 82% and 83% of its average total assets for both the three and six months ended June 30,March 31, 2019 and 2018, and 2017, 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 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 June 30, 2018, $7.3March 31, 2019, $5.8 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 sixthree months ended June 30, 2018,March 31, 2019, the Bancorp issued and sold $900$1.5 billion of 3.65% senior fixed-rate notes.

Fifth Third Bank’s global bank note program has a borrowing capacity of $25 billion, of which $17.4 billion is available for issuance as of March 31, 2019. During the three months ended March 31, 2019, Fifth Third Bank issued and sold $300 million of senior floating-rate bank notes. At June 30, 2018, the Bancorp hasAdditionally, at March 31, 2019, Fifth Third Bank and MB Financial Bank, N.A. had approximately $42.5$44.9 billion and $5.6 billion, respectively, of borrowing capacity available through secured borrowing sources including the FHLB and FRB.

The Bank’s global bank note program has a borrowing capacity of $25.0 billion, of which $17.3 billion was available for issuance as of June 30, 2018. For further information on a subsequent event related to long-term debt, refer to Note 24.

Liquidity Coverage Ratio and Net Stable Funding Ratio

The Bancorp is subject to the Modified LCR requirement, which stipulates that BHCs with at least $50 billion but less than $250 billion in total consolidated assets that are not internationally active, such as the Bancorp, maintain HQLA equal to their calculated net cash outflows over a 30calendar-day stress period multiplied by a factor of 0.7. The Bancorp’s Modified LCR was 116%113% at June 30, 2018.March 31, 2019.

On June 1, 2016, the U.S. banking agencies published a notice of proposed rulemaking to implement a modified NSFR for certain bank holding companies with at least $50 billion but less than $250 billion in total consolidated assets and with less than $10 billion inon-balance sheet foreign exposures, including the Bancorp. Generally consistent with the BCBS’ framework, under the proposed rule banking organizations would be required to hold an amount of ASF over aone-year time horizon that equals or exceeds the institution’s amount of RSF, with the ASF representing the numerator and the RSF representing the denominator of the NSFR. Banking organizations subject to the modified NSFR would multiply the RSF amount by 70%, such that the RSF amount required for these institutions would be equivalent to 70% of the RSF amount that would be required pursuant to the full NSFR generally applicable to institutions with at least $250 billion in total consolidated assets or $10 billion or more inon-balance sheet foreign exposures under the proposed rule. The comment period for this proposal ended on August 5, 2016.

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, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation 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.

The NPRs public comment period ended January 22, 2019 and could be further amended by the FRB and other financial regulators prior to adoption. As such, the ultimate impacts of the NPRs to Fifth Third Bancorp, is currently awaitingFifth Third Bank and their respective subsidiaries and activities will be subject to the final rule fromform of these NPRs and additional rulemakings issued. Fifth Third cannot predict future changes in the U.S. banking agencies.applicable laws, regulations and regulatory agency policies, yet such changes may have a material effect on its business, financial condition or results of operations.

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

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 63.65. 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.

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

TABLE 65: Agency Ratings

TABLE 63: Agency Ratings
As of August 8, 2018May 10, 2019  Moody’s  Standard and Poor’s          Fitch                DBRS      

Fifth Third Bancorp:

    

Short-term borrowings

  No rating  A-2  F1  R-1L

Senior debt

  Baa1  BBB+  A-  A

Subordinated debt

  Baa1  BBB  BBB+  AL

Fifth Third Bank:

    

Short-term borrowings

  P-2  A-2  F1  R-1M

Short-term deposit

  P-1  No rating  F1  No rating

Long-term deposit

  Aa3  No ratingA-  A  AH

Senior debt

  A3  A-  A-  AH

Subordinated debt

  Baa1  BBB+  BBB+  A

Rating Agency Outlook for Fifth Third Bancorp and Fifth Third Bank:

  Stable  Stable  Stable  StableStable    

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

 

 

OPERATIONAL RISK MANAGEMENT

Operational risk is the risk of loss resulting from inadequate or failed processes or systems or due to external events that are neither market 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, cyber-security incidents and privacy breaches or failure of vendors 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 to provideproviding 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 managingday-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. 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, Vendor Risk Management, cyber 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 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 Cyber Security Framework for the management and deployment of cyber 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.Directors of Fifth Third Bancorp and Fifth Third Bank.

Fifth Third’s operational risk management and information security programs have been actively engaged to evaluate and oversee MB Financial, Inc.’s products and processes throughout the integration to ensure risks are understood, well managed and in alignment with the Bancorp’s risk appetite.

COMPLIANCE RISK MANAGEMENT

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. Fifth Third focuses on managing 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, Compliance Risk Management provides independent oversight to ensure 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 compliance risks and adopting proper mitigation strategies. The lines of business and enterprise functions are responsible for managing the compliance risks associated with their areas. Additionally, the Chief Compliance Officer is responsible for establishing and overseeing 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 compliance testing and monitoring and privacy. The Chief Compliance Officer also partners with the Financial Crimes Division to oversee anti-money laundering privacyprocesses and in partnershippartners with the Community and Economic Development team overseesto oversee the Bancorp’s compliance with the Community Reinvestment Act.

Fifth Third also focuses on the reporting and escalation of 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-wide compliance issues, industry best practices, legislative developments, (in coordination with the Regulatory Change Management Committee), regulatory concerns and other leading indicators of compliance risk. The Management Compliance Committee reports to the ERMC, which reports to the Risk and Compliance Joint Committee of the Board of Directors.Directors of Fifth Third Bancorp and Fifth Third Bank.

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

 

 

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 throughout the integration to ensure risks are understood, well managed and in alignment with the Bancorp’s risk appetite.

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”.

TABLE 64:66: Prescribed Capital Ratios

    Minimum                Well-Capitalized         

CET1 capital

   4.50  %   6.50     

Tier I risk-based capital

   6.00   8.00     

Total risk-based capital

   8.00   10.00     

Tier I leverage

   4.00   5.00     

On January 1, 2016, theThe Bancorp becameis subject to a capital conservation buffer which will be phased in over a three-year period ending January 1, 2019. Once fullyphased-in, the capital conservation buffer will beof 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. The capital conservation buffer wasphased-in over a three-year period beginning on January 1, 2016 at 0.625% in 2016, 1.25% in 2017 and is 1.875% in 2018., increasing by an additional 0.625% each year, cumulating on January 1, 2019 at the fullyphased-in rate of 2.5%. The Bancorp exceeded these “well-capitalized” and “capital conservation buffer” ratios for all periods presented.

In April 2018, the federal banking regulators proposed transitional arrangements to permit banking organizations to phase in theday-one impact of the adoption of ASU2016-03,2016-13, referred to as the current expected credit loss model, on regulatory capital over a period of three years. For additional information on ASU2016-03,2016-13, refer to Note 34 of the Notes to Condensed Consolidated Financial Statements. The Bancorp is evaluating the impact of this proposal.

The following table summarizes the Bancorp’s capital ratios as of:

TABLE 65: Capital Ratios

($ in millions)     June 30, 2018  December 31, 2017      

Quarterly average total Bancorp shareholders’ equity as a percent of average assets

    11.38 %   11.69     

Tangible equity as a percent of tangible assets(a)

    10.29       9.90     

Tangible common equity as a percentage of tangible assets(a)(c)

      9.33       8.94     
     Basel III(b) 
   

 

 

 

CET1 capital

 $   12,986       12,517     

Tier I capital

    14,317       13,848     

Total regulatory capital

    18,116       17,887     

Risk-weighted assets

    119,073       117,997     

Regulatory capital ratios:

    

CET1 capital

    10.91 %   10.61     

Tier I risk-based capital

    12.02        11.74     

Total risk-based capital

    15.21        15.16     

Tier I leverage

     10.24        10.01     
(a)

These arenon-GAAP measures. For further information, refer to theNon-GAAP Financial Measures section of MD&A.

(b)

Under the U.S. banking agencies’ Basel III Final Rule, assets and credit equivalent amounts ofoff-balance sheet exposures are calculated according to the standardized approach for risk-weighted assets. The resulting weighted values are added together resulting in the total risk-weighted assets. Under the banking agencies’ Final Rule published in November 2017 pertaining to certain regulatory items for banks subject to the standardized approach, the Bancorp is no longer subject to certain transition provisions and phase-outs beyond 2017.

(c)

Excludes unrealized gains and losses.

Stress Tests and CCAR

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. Further, each BHC must also 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 scenarios. The FRB launched the 2018 stress testing program and CCAR on February 1, 2018, with submissions of stress test results and capital plans to the FRB due on April 5, 2018, which the Bancorp submitted as required.

The FRB’s review of the capital plan assessed the comprehensiveness of the capital plan, the reasonableness of the assumptions and the analysis underlying the capital plan. Additionally, the FRB reviewed the robustness of the capital adequacy process, the capital policy and the Bancorp’s ability to maintain capital above each minimum regulatory capital ratio on a pro forma basis under expected and stressful conditions throughout the planning horizon.

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

On June 28, 2018, the Bancorp announced the results of its capital plan submitted to the FRB as part of the 2018 CCAR. For BHCs that proposed capital distributions in their plans, the FRB either objected to the plan or provided anon-objection whereby the FRB permitted the proposed capital distributions. The FRB indicated to the Bancorp that it did not object to the following capital actions for the period beginning July 1, 2018 and ending June 30, 2019:

The increase in the quarterly common stock dividend to $0.22 from $0.18 beginning in the fourth quarter of 2018 and to $0.24 beginning in the second quarter of 2019, a 33% increase over the current dividend rate;

The repurchase of common shares in an amount up to $1.651 billion, or a 42% increase over the 2017 capital plan. These repurchases include $81 million in repurchases related to share issuances under employee benefit plans and $53 million in repurchases related to previously-recognized TRA transactionafter-tax gains;

The additional ability to repurchase common shares in the amount of anyafter-tax capital generated from the sale of Worldpay, Inc. common stock;

The additional ability to repurchase common shares in the amount of anyafter-tax cash income generated from the termination and settlement of gross cash flows from existing TRAs with Worldpay, Inc. or potential future TRAs that may be generated from additional sales of Worldpay, Inc.

On May 21, 2018, the Bancorp announced an acquisition of MB Financial. As a result, a resubmission of Fifth Third’s capital plan to the FRB is pending. However, this resubmission will not delay the implementation of the previously approved 2018 CCAR capital distributions.

Additionally, as a CCAR institution, the Bancorp is required to disclose the results of itscompany-run stress test under the supervisory adverse and supervisory severely adverse scenarios and to provide information related to the types of risk included in its stress testing, a description of the methodologies used, estimates of certain financial results and pro forma capital ratios, and an explanation of the most significant causes of changes in regulatory capital ratios. On June 21, 2018, the Bancorp publicly disclosed the results of itscompany-run stress test as required by the DFA stress testing rules, which are available on Fifth Third’s website athttps://www.53.com. With Fifth Third’s designation as a Large andNon-complex Bank, it is no longer subject to the qualitative aspects of the CCAR program. It is, however, subject to the FRB’s Horizontal Capital Review, which will be conducted in the third quarter of 2018.

In April 2018, the FRB proposed to introduce stress buffer requirements. Under the proposal, a SCB would replace the 2.5% capital conservation buffer. The SCB would reflect stressed losses in the supervisory severely adverse scenario of the FRB’s CCAR stress tests plus four quarters of planned common stock dividends, subject to a floor of 2.5%. The proposal would also introduce a SLB requirement, analogous to the SCB, that would apply to the Tier I 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 BHCs’ own baseline scenario projections. The proposal is applicable for BHCs with $50 billion or more in total consolidated assets, including the Bancorp. Under the proposal, a BHC’s first SCB and SLB requirements would become effective on October 1, 2019. The Bancorp is evaluating the impact of this proposal.

The following table summarizes the Bancorp’s capital ratios as of:

TABLE 67: Capital Ratios

($ in millions)     March 31, 2019      December 31, 2018     

Average total Bancorp shareholders’ equity as a percent of average assets

   11.43  %   11.23     

Tangible equity as a percent of tangible assets(a)

   9.03   9.63     

Tangible common equity as a percent of tangible assets(a)(c)

   8.21   8.71     
     Basel III(b) 

CET1 capital

  $   13,430   12,534     

Tier I capital

   14,923   13,864     

Total regulatory capital

   19,127   17,723     

Risk-weighted assets

   139,844   122,432     

Regulatory capital ratios:

   

CET1 capital

   9.60  %   10.24     

Tier I risk-based capital

   10.67   11.32     

Total risk-based capital

   13.68   14.48     

Tier I leverage

      10.32   9.72     
(a)

These arenon-GAAP measures. For further information, refer to theNon-GAAP Financial Measures section of MD&A.

(b)

Under the U.S. banking agencies’ Basel III Final Rule, assets and credit equivalent amounts ofoff-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 unrealized gains and losses.

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

Stress Tests and CCAR

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. Further, each BHC must also 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 scenarios.

During the first quarter of 2019, the FRB provided relief from certain regulatory requirements related to supervisory stress testing andcompany-run stress testing for the 2019 stress test cycle, including disclosure requirements. As a result, the Bancorp is 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.

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, 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 $0.18$0.22 and $0.14$0.16 for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and $0.34 and $0.28 for the six months ended June 30, 2018 and 2017, respectively. As contemplated by the 20172018 CCAR, during the second quarter of 2018, the Bancorp entered into and settled a $235$913 million accelerated share repurchase transaction.transaction during the three months ended March 31, 2019. Refer to Note 1418 of the Notes to Condensed Consolidated Financial Statements for additional information on the accelerated share repurchases.

The following table summarizes the monthly share repurchase activity for the three months ended June 30, 2018:March 31, 2019:

TABLE 66:68: Share Repurchases

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)

April 1, 2018 - April 30, 2018

   721,491           $31.47    -   100,000,000 

May 1, 2018 - May 31, 2018

   6,482,285            31.41    6,402,244   93,597,756 

June 1, 2018 - June 30, 2018

   1,221,018            29.04    1,172,122   92,425,634 

Total

   8,424,794           $                    31.07    7,574,366   92,425,634 
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
 

January 1, 2019 - January 31, 2019

   324,109   $                    26.87    -    60,564,282 

February 1, 2019 - February 28, 2019

   630,825    27.01    -    60,564,282 

March 1, 2019 - March 31, 2019

   31,895,458    24.49    31,779,280    28,785,002 

Total

   32,850,392   $24.57    31,779,280    28,785,002 
(a)

Includes 850,4281,071,112 shares repurchased during the secondfirst quarter of 20182019 in connection with various employee compensation plans. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

(b)

During the first quarter of 2018, 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.

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

 

 

OFF-BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, the Bancorp enters into financial transactions that are consideredoff-balance sheet arrangements as they involve varying elements of market, credit and liquidity risk in excess of the amounts recognized in the Bancorp’s Condensed Consolidated Balance Sheets. The Bancorp’soff-balance sheet arrangements include commitments, guarantees, contingent liabilities and transactions withnon-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, noncancelable operating lease obligations, purchase obligations, capital commitments for private equity investments capital expenditures and capital lease obligations.expenditures. Refer to Note 1519 of the Notes to Condensed Consolidated Financial Statements for additional information on commitments.

Guarantees and Contingent Liabilities

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. Refer to Note 1519 of the Notes to Condensed Consolidated Financial Statements for additional information on guarantees and contingent liabilities.

Transactions withNon-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 913 of the Notes to Condensed Consolidated Financial Statements for additional information onnon-consolidated VIEs.

Quantitative and Qualitative Disclosure about Market Risk (Item 3)

 

Information presented in the Market Risk Management section of Management’s Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.

Controls and Procedures (Item 4)

 

The Bancorp conducted an evaluation, under the supervision and with the participation of the Bancorp’s management, including the Bancorp’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Bancorp’s disclosure controls and procedures (as defined inRules13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934). Based on the foregoing, as of the end of the period covered by this report, the Bancorp’s Chief Executive Officer and Chief Financial Officer concluded that the Bancorp’s disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Bancorp files and submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as and when required and information is accumulated and communicated to the Bancorp’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Effective March 22, 2019, a wholly-owned subsidiary of the Bancorp merged with and into MB Financial, Inc. with MB Financial, Inc. surviving the merger as a subsidiary of the Bancorp. The Bancorp is in the process of integrating the acquired operations into its overall financial reporting process and has extended its oversight and monitoring processes that support internal control over financial reporting to include the acquired operations. The Bancorp’s management also conducted an evaluation of internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Bancorp’s internal control over financial reporting. Based on this evaluation, other than as noted above, there has been no such change during the period covered by this report.

Fifth Third Bancorp and Subsidiaries

Condensed Consolidated Financial Statements and Notes (Item 1)

 

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

       As of 
($ in millions, except share data)     June 30,    
2018    
  December 31,   
2017    
 

Assets

    

Cash and due from banks

 $   2,052   2,514 

Other short-term investments(a)

    1,636   2,753 

Available-for-sale debt and other securities(b)

    31,961   31,751 

Held-to-maturity securities(c)

      19   24 

Trading debt securities

    280   492 

Equity securities

    475   439 

Loans and leases held for sale(d)

    783   492 

Portfolio loans and leases(a)(e)

    91,932   91,970 

Allowance for loan and lease losses(a)

     (1,077)   (1,196

Portfolio loans and leases, net

    90,855   90,774 

Bank premises and equipment(f)

    1,915   2,003 

Operating lease equipment

    606   646 

Goodwill

    2,462   2,445 

Intangible assets

      30   27 

Servicing rights

    959   858 

Other assets(a)

     6,662   6,975 

Total Assets

 $   140,695   142,193 

Liabilities

    

Deposits:

    

Noninterest-bearing deposits

 $   32,680   35,276 

Interest-bearing deposits

     71,451   67,886 

Total deposits

    104,131   103,162 

Federal funds purchased

    597   174 

Other short-term borrowings

    1,763   4,012 

Accrued taxes, interest and expenses

    1,206   1,412 

Other liabilities(a)

    2,425   2,144 

Long-term debt(a)

     14,321   14,904 

Total Liabilities

 $   124,443   125,808 

Equity

    

Common stock(g)

 $   2,051   2,051 

Preferred stock(h)

    1,331   1,331 

Capital surplus

    2,833   2,790 

Retained earnings

    16,143   15,122 

Accumulated other comprehensive (loss) income

    (552)   73 

Treasury stock(g)

     (5,574)   (5,002

Total Bancorp shareholders’ equity

 $   16,232   16,365 

Noncontrolling interests

       20   20 

Total Equity

     16,252   16,385 

Total Liabilities and Equity

 $   140,695   142,193 

     As of 
($ in millions, except share data)             March 31,    
        2019     
  December 31,    
2018
 

Assets

    

Cash and due from banks

 $             2,749   2,681 

Other short-term investments(a)

    3,556   1,825 

Available-for-sale debt and other securities(b)

    35,048   32,830 

Held-to-maturity securities(c)

    21   18 

Trading debt securities

    325   287 

Equity securities

    426   452 

Loans and leases held for sale(d)

    692   607 

Portfolio loans and leases(a)(e)

    109,842   95,265 

Allowance for loan and lease losses(a)

     (1,115  (1,103

Portfolio loans and leases, net

    108,727   94,162 

Bank premises and equipment(f)

    2,092   1,861 

Operating lease equipment

    908   518 

Goodwill

    4,321   2,478 

Intangible assets

    218   40 

Servicing rights

    1,141   938 

Other assets(a)

     7,629   7,372 

Total Assets

 $   167,853   146,069 

Liabilities

    

Deposits:

    

Noninterest-bearing deposits

 $   35,963   32,116 

Interest-bearing deposits

     87,701   76,719 

Total deposits

    123,664   108,835 

Federal funds purchased

    2,630   1,925 

Other short-term borrowings

    1,329   573 

Accrued taxes, interest and expenses

    2,242   1,562 

Other liabilities(a)

    2,661   2,498 

Long-term debt(a)

     15,483   14,426 

Total Liabilities

 $   148,009   129,819 

Equity

    

Common stock(g)

 $   2,051   2,051 

Preferred stock(h)

    1,331   1,331 

Capital surplus

    3,444   2,873 

Retained earnings

    17,184   16,578 

Accumulated other comprehensive income (loss)

    409   (112

Treasury stock(g)

     (4,772  (6,471

Total Bancorp shareholders’ equity

 $   19,647   16,250 

Noncontrolling interests

     197 (i)   - 

Total Equity

     19,844   16,250 

Total Liabilities and Equity

 $   167,853   146,069 
(a)

Includes$4739and $62$40 of other short-term investments,$908573and $1,297$668 of portfolio loans and leases,$(5)(3) and $(6)$(4) of ALLL,$53and $7$5 of other assets,$21 and $2$1 of other liabilities, and$830510and $1,190$606 of long-term debt from consolidated VIEs that are included in their respective captions above atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively. For further information refer to Note 9.13.

(b)

Amortized cost of$32,58934,784and $31,577$33,128 atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively.

(c)

Fair value of$1921and $24$18atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively.

(d)

Includes$658626and $399$537 of residential mortgage loans held for sale measured at fair value and$822and $0$7 of commercial loans held for sale measured at fair value atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively.

(e)

Includes$162190and $137$179of residential mortgage loans measured at fair value atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively.

(f)

Includes$3778and $27$42 of bank premises and equipment held for sale atJuneMarch 30, 201831, 2019 and December 31, 2017,2018, respectively. For further information refer to Note 7.

(g)

Common shares: Stated value $2.22 per share; authorized 2,000,000,000; outstanding at JuneMarch 30, 201831, 2019678,161,855739,406,088(excludes 245,730,726184,486,493treasury shares), December 31, 20172018693,804,893646,630,857 (excludes 230,087,688277,261,724 treasury shares).

(h)

446,000 shares of undesignated no par value preferred stock are authorized and unissued atJuneMarch 30, 201831, 2019andDecember 31, 2017;2018;fixed-to-floating ratenon-cumulative Series H perpetual preferred stock with a $25,000 liquidation preference:24,000authorized shares,issued and outstanding atJuneMarch 30, 201831, 2019 and December 31, 2017;2018;fixed-to-floating ratenon-cumulative Series I perpetual preferred stock with a $25,000 liquidation preference;18,000authorized shares, issued and outstanding atJuneMarch 30, 201831, 2019 and December 31, 2017;2018; andfixed-to-floating ratenon-cumulative Series J perpetual preferred stock with a $25,000 liquidation preference:12,000authorized shares,issued and outstanding atJuneMarch 30, 201831, 2019and December 31, 2017.2018.

(i)

Includes$197 of Series C, 6% perpetualnon-cumulative preferred stock issued and outstanding by the Bancorp’s subsidiary, MB Financial, Inc.

Refer to the Notes to Condensed Consolidated Financial Statements.

Fifth Third Bancorp and Subsidiaries

Condensed Consolidated Financial Statements and Notes (continued)

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

           For the three months ended    
    June 30,    
       For the six months ended    
June 30,
 
   

 

 

 
($ in millions, except share data)     2018  2017   2018  2017 

Interest Income

       

Interest and fees on loans and leases

 $   996   858    1,933   1,696 

Interest on securities

    267   245    530   490 

Interest on other short-term investments

     6   3    11   6 

Total interest income

    1,269   1,106    2,474   2,192 

Interest Expense

       

Interest on deposits

    119   65    215   124 

Interest on federal funds purchased

    5   1    7   2 

Interest on other short-term borrowings

    11   10    19   12 

Interest on long-term debt

     114   91    217   182 

Total interest expense

     249   167    458   320 

Net Interest Income

    1,020   939    2,016   1,872 

Provision for loan and lease losses

     33   52    56   126 

Net Interest Income After Provision for Loan and Lease Losses

    987   887    1,960   1,746 

Noninterest Income

       

Service charges on deposits

    137   139    275   277 

Wealth and asset management revenue

    108   103    221   211 

Corporate banking revenue

    120   101    208   175 

Card and processing revenue

    84   79    163   153 

Mortgage banking net revenue

    53   55    109   108 

Other noninterest income

    250   85    708   160 

Securities (losses) gains, net

    (5  -    (15  1 

Securities (losses) gains, net -non-qualifying hedges on mortgage servicing rights

     (4  2    (17  2 

Total noninterest income

    743   564    1,652   1,087 

Noninterest Expense

       

Salaries, wages and incentives

    471   397    918   808 

Employee benefits

    78   86    188   196 

Net occupancy expense

    74   70    149   148 

Technology and communications

    67   57    135   116 

Equipment expense

    30   29    61   57 

Card and processing expense

    30   33    60   63 

Other noninterest expense

     287   285    572   555 

Total noninterest expense

     1,037   957    2,083   1,943 

Income Before Income Taxes

    693   494    1,529   890 

Applicable income tax expense

     107   127    239   218 

Net Income

    586   367    1,290   672 

Less: Net income attributable to noncontrolling interests

     -   -    -   - 

Net Income Attributable to Bancorp

    586   367    1,290   672 

Dividends on preferred stock

     23   23    38   38 

Net Income Available to Common Shareholders

 $   563   344    1,252   634 

Earnings per share - basic

 $   0.81   0.46    1.80   0.84 

Earnings per share - diluted

 $   0.80   0.45    1.77   0.83 

Average common shares outstanding - basic

    683,344,844   741,400,700    686,564,682   744,516,799 

Average common shares outstanding - diluted

    696,209,943   752,328,298    700,133,642   756,545,341 

Cash dividends declared per common share

 $   0.18   0.14    0.34   0.28 

          For the three months ended    
March 31,
 
($ in millions, except share data)      2019   2018 

Interest Income

     

Interest and fees on loans and leases

 $     1,143    938 

Interest on securities

    281    263 

Interest on other short-term investments

       9    5 

Total interest income

    1,433    1,206 

Interest Expense

     

Interest on deposits

    205    95 

Interest on federal funds purchased

    12    2 

Interest on other short-term borrowings

    6    8 

Interest on long-term debt

       128    105 

Total interest expense

       351    210 

Net Interest Income

    1,082    996 

Provision for credit losses

       90    13 

Net Interest Income After Provision for Credit Losses

    992    983 

Noninterest Income

     

Service charges on deposits

    131    137 

Wealth and asset management revenue

    112    113 

Corporate banking revenue

    112    88 

Card and processing revenue

    79    79 

Mortgage banking net revenue

    56    56 

Other noninterest income

    592    460 

Securities gains (losses), net

    16    (11

Securities gains (losses), net -non-qualifying hedges on mortgage servicing rights

       3    (13

Total noninterest income

    1,101    909 

Noninterest Expense

     

Salaries, wages and incentives

    479    447 

Employee benefits

    131    110 

Technology and communications

    83    68 

Net occupancy expense

    75    75 

Card and processing expense

    31    29 

Equipment expense

    30    31 

Other noninterest expense

       268    250 

Total noninterest expense

       1,097    1,010 

Income Before Income Taxes

    996    882 

Applicable income tax expense

       221    181 

Net Income

    775    701 

Less: Net income attributable to noncontrolling interests

       -    - 

Net Income Attributable to Bancorp

    775    701 

Dividends on preferred stock

       15    15 

Net Income Available to Common Shareholders

 $     760    686 

Earnings per share - basic

 $     1.14    0.98 

Earnings per share - diluted

 $     1.12    0.96 

Average common shares outstanding - basic

    661,057,120    689,820,295 

Average common shares outstanding - diluted

       670,685,025    704,100,936 

Refer to the Notes to Condensed Consolidated Financial Statements.

Fifth Third Bancorp and Subsidiaries

Condensed Consolidated Financial Statements and Notes (continued)

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

 

        For the three months ended     
June 30,
       For the six months ended     
June 30,
   For the three months ended
March 31,
 
($ in millions)   2018  2017  2018  2017           2019                   2018         

Net Income

 $  586   367   1,290   672  $   775    701 

Other Comprehensive (Loss) Income, Net of Tax:

         

Unrealized (losses) gains onavailable-for-sale debt securities:

         

Unrealized holding (losses) gains arising during period

   (167)  93   (627)  108 

Other Comprehensive Income (Loss), Net of Tax:

     

Unrealized gains (losses) onavailable-for-sale debt securities:

     

Unrealized holding gains (losses) arising during period

    430    (460

Reclassification adjustment for net losses included in net income

             1    7 

Unrealized (losses) gains on cash flow hedge derivatives:

         

Unrealized holding (losses) gains arising during period

       (4)  

Reclassification adjustment for net gains included in net income

     (4)  (1)  (9)

Unrealized gains (losses) on cash flow hedge derivatives:

     

Unrealized holding gains (losses) arising during period

    87    (7

Reclassification adjustment for net losses (gains) included in net income

    2    (1

Defined benefit pension plans, net:

              

Reclassification of amounts to net periodic benefit costs

             1    1 

Other comprehensive (loss) income, net of tax

   (163)  95   (623)  104 

Other comprehensive income (loss), net of tax

    521    (460

Comprehensive Income

   423   462   667   776     1,296    241 

Less: Comprehensive income attributable to noncontrolling interests

             -    - 

Comprehensive Income Attributable to Bancorp

 $  423   462   667   776  $   1,296    241 

Refer to the Notes to Condensed Consolidated Financial Statements.

Fifth Third Bancorp and Subsidiaries

Condensed Consolidated Financial Statements and Notes (continued)

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

       Bancorp Shareholders’ Equity       
($ in millions, except per share data)     Common
Stock
  Preferred
Stock
  Capital
Surplus
  Retained
Earnings
  Accumulated
Other
Comprehensive
(Loss) Income
  Treasury
Stock
  Total
Bancorp
Shareholders’
Equity
  Non-
Controlling
Interests
 Total  
Equity  

Balance at December 31, 2016

 $    2,051   1,331   2,756   13,441   59   (3,433  16,205  27  16,232 

Net income

      672     672   672 

Other comprehensive income, net of tax

       104    104   104 

Cash dividends declared:

          

Common stock at $0.28 per share

      (210    (210  (210)

Preferred stock(a)

      (38    (38  (38)

Shares acquired for treasury

     (26    (316  (342  (342)

Impact of stock transactions under stock compensation plans, net

     21     8   29   29 

Other

                  (3      2   (1   (1)

Balance at June 30, 2017

 $    2,051   1,331   2,751   13,862   163   (3,739  16,419  27 16,446 
                                     

Balance at December 31, 2017

 $    2,051   1,331   2,790   15,122   73   (5,002  16,365  20 16,385 

Impact of cumulative effect of change in accounting principles(b)

                  6   (2      4    

Balance at January 1, 2018

 $    2,051   1,331   2,790   15,128   71   (5,002  16,369  20 16,389 

Net income

      1,290     1,290   1,290 

Other comprehensive loss, net of tax

       (623   (623  (623)

Cash dividends declared:

          

Common stock at $0.34 per share

      (235    (235  (235)

Preferred stock(a)

      (38    (38  (38)

Shares acquired for treasury

     41     (594  (553  (553)

Impact of stock transactions under stock compensation plans, net

     2     20   22   22 

Other

                  (2      2   -    -  

Balance at June 30, 2018

 $    2,051   1,331   2,833   16,143   (552  (5,574  16,232  20 16,252 

     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 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

         701     701     701 

Other comprehensive loss, net of tax

          (460   (460    (460

Cash dividends declared:

              

Common stock(a)

         (110    (110    (110

Preferred stock(b)

         (15    (15    (15

Shares acquired for treasury

        41     (359  (318    (318

Impact of stock transactions under stock compensation plans, net

               (3          17   14        14 

Balance at March 31, 2018

 $   2,051    1,331    2,828   15,539   (389  (5,344  16,016   20    16,036 
                                           

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

         775     775     775 

Other comprehensive income, net of tax

          521    521     521 

Cash dividends declared:

              

Common stock(a)

         (165    (165    (165

Preferred stock(b)

         (15    (15    (15

Shares acquired for treasury

        (135    (778  (913    (913

Impact of stock transactions under stock compensation plans, net

        (5    30   25     25 

Impact of MB Financial, Inc. acquisition

        712     2,447   3,159   197    3,356 

Other

               (1  1           -        - 

Balance at March 31, 2019

 $   2,051    1,331    3,444   17,184   409   (4,772  19,647   197    19,844 
(a)

Dividends declared per common share were$0.22 and $0.16 for the three months endedMarch 31, 2019 and 2018, respectively.

(b)

For both the sixthree months endedJuneMarch 30, 201831, 2019and 2017,2018, dividends were$637.50414.06 per preferred shares for Perpetual Preferred Stock, Series H,$828.12per preferred share for Perpetual Preferred Stock, Series I and$612.50 per preferred share for Perpetual Preferred Stock, Series J.

(b)(c)

Related to the adoption of ASU2016-02as of January 1, 2018 of ASU2016-01, ASU2017-12 and ASU2018-02.2019. Refer to Note 34 for additional information.

Refer to the Notes to Condensed Consolidated Financial Statements.

Fifth Third Bancorp and Subsidiaries

Condensed Consolidated Financial Statements and Notes (continued)

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
       

        For the six months ended June 30,    

($ in millions)     2018      2017    

Operating Activities

     

Net income

 $  1,290   672 

Adjustments to reconcile net income to net cash provided by operating activities:

     

Provision for loan and lease losses

   56   126 

Depreciation, amortization and accretion

   226   170 

Stock-based compensation expense

   80   69 

Provision for (benefit from) deferred income taxes

     (5)

Securities losses (gains), net

   17   (1)

Securities losses (gains), net -non-qualifying hedges on mortgage servicing rights

   17   (2)

MSR fair value adjustment

   (16)  70 

Net gains on sales of loans and fair value adjustments on loans held for sale

   (36)  (57)

Net losses on disposition and impairment of bank premises and equipment

   41   

Net losses on disposition and impairment of operating lease equipment

     19 

Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.

   (414)  

Gain on sale of Worldpay, Inc. shares

   (205)  

Proceeds from sales of loans held for sale

   2,557   3,141 

Loans originated for sale, net of repayments

   (2,821)  (3,078)

Dividends representing return on equity method investments

     18 

Net change in:

     

Trading and equity securities

   151   (427)

Other assets

   316   (44)

Accrued taxes, interest and expenses

   (30)  (245)

Other liabilities

    51   214 

Net Cash Provided by Operating Activities

    1,293   642 

Investing Activities

     

Proceeds from sales:

     

Available-for-sale debt and other securities

   10,283   4,633 

Loans

   113   92 

Bank premises and equipment

   28   18 

Proceeds from repayments / maturities:

     

Available-for-sale debt and other securities

   997   1,178

Held-to-maturity securities

     

Purchases:

     

Available-for-sale debt and other securities

   (12,194)  (5,828)

Bank premises and equipment

   (98)  (111)

MSRs

   (50)  (109)

Proceeds from settlement of BOLI

     

Proceeds from sales and dividends representing return of equity method investments

   563   85 

Net cash paid on acquisitions

   (20)  (12)

Net change in:

     

Other short-term investments

   1,117   591 

Loans and leases

   (264)  350 

Operating lease equipment

    (3)  (43)

Net Cash Provided by Investing Activities

    484   850 

Financing Activities

     

Net change in:

     

Deposits

   969   (1,941)

Federal funds purchased

   423   (15)

Other short-term borrowings

   (2,249)  1,854 

Dividends paid on common stock

   (223)  (235)

Dividends paid on preferred stock

   (38)  (38)

Proceeds from issuance of long-term debt

   895   697 

Repayment of long-term debt

   (1,397)  (1,631)

Repurchase of treasury stock and related forward contract

   (553)  (342)

Other

    (66)  (30)

Net Cash Used in Financing Activities

    (2,239)  (1,681)

Decrease in Cash and Due from Banks

   (462)  (189)

Cash and Due from Banks at Beginning of Period

    2,514   2,392 

Cash and Due from Banks at End of Period

 $  2,052   2,203 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

     For the three months ended March 31,   
($ in millions)     2019      2018     

Operating Activities

    

Net income

 $   775   701 

Adjustments to reconcile net income to net cash provided by operating activities:

    

Provision for credit losses

    90   13 

Depreciation, amortization and accretion

    89   93 

Stock-based compensation expense

    54   45 

(Benefit from) provision for deferred income taxes

    (67  24 

Securities (gains) losses, net

    (16  12 

Securities (gains) losses, net -non-qualifying hedges on mortgage servicing rights

    (3  13 

MSR fair value adjustment

    84   (28

Net gains on sales of loans and fair value adjustments on loans held for sale

    (21  (16

Net losses on disposition and impairment of bank premises and equipment

    20   8 

Net losses on disposition and impairment of operating lease equipment

    -   2 

Gain related to Vantiv, Inc.’s acquisition of Worldpay Group plc.

    -   (414

Gain on sale of Worldpay, Inc. shares

    (562  - 

Proceeds from sales of loans held for sale

    1,217   1,055 

Cash received under operating leases

    22   - 

Loans originated or purchased for sale, net of repayments

    (1,302  (1,293

Dividends representing return on equity investments

    3   3 

Net change in:

    

Trading and equity securities

    60   (74

Other assets

    252   250 

Accrued taxes, interest and expenses

    (123  (198

Other liabilities

     (38  69 

Net Cash Provided by Operating Activities

     534   265 

Investing Activities

    

Proceeds from sales:

    

Available-for-sale debt and other securities

    2,719   7,345 

Loans and leases

    52   57 

Bank premises and equipment

    2   18 

Proceeds from repayments / maturities:

    

Available-for-sale debt and other securities

    439   543 

Purchases:

    

Available-for-sale debt and other securities

    (3,644  (8,605

Bank premises and equipment

    (57  (48

MSRs

    -   (24

Proceeds from settlement of BOLI

    3   3 

Proceeds from sales and dividends representing return of equity investments

    998   11 

Net cash received (paid) on acquisitions

    1,210   (20

Net change in:

    

Federal funds sold

    35   - 

Other short-term investments

    (1,678  1,006 

Loans and leases

    (1,196  (122

Operating lease equipment

     (4  (1

Net Cash (Used in) Provided by Investing Activities

     (1,121  163 

Financing Activities

    

Net change in:

    

Deposits

    339   2,299 

Federal funds purchased

    705   4 

Other short-term borrowings

    408   (2,677

Dividends paid on common stock

    (143  (112

Dividends paid on preferred stock

    -   (23

Proceeds from issuance of long-term debt

    1,790   645 

Repayment of long-term debt

    (1,504  (686

Repurchase of treasury stock and related forward contract

    (913  (318

Other

     (27  (36

Net Cash Provided by (Used in) Financing Activities

     655   (904

Increase (Decrease) in Cash and Due from Banks

    68   (476

Cash and Due from Banks at Beginning of Period

     2,681   2,514 

Cash and Due from Banks at End of Period

 $   2,749   2,038 

Refer to the Notes to Condensed Consolidated Financial Statements. Note 2 contains cash payments related to interest and income taxes in addition tonon-cash investing and financing activities.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

1. Basis of Presentation

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

In the opinion of management, the unaudited Condensed Consolidated Financial Statements include all adjustments, which consist of normal recurring accruals, necessary to present fairly the results for the periods presented. In accordance with U.S. GAAP and the rules and regulations of the SEC for interim financial information, these statements do not include certain information and footnote disclosures required for complete annual financial statements and it is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the Bancorp’s Annual Report on Form10-K. The results of operations, and comprehensive income, for the three and six months ended June 30, 2018 and 2017 and the cash flows and changes in equity for the sixthree months ended June 30,March 31, 2019 and 2018 and 2017 are not necessarily indicative of the results to be expected for the full year. Financial information as of December 31, 20172018 has been derived from the Bancorp’s Annual Report on Form10-K.

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

2. Supplemental Cash Flow Information

Cash payments related to interest and income taxes in addition tonon-cash investing and financing activities are presented in the following table for the sixthree months ended June 30:March 31:

 

($ in millions)  2018     2017    

Cash Payments:

   

Interest

  $        451 334

Income taxes

  120 399

Transfers:

   

Portfolio loans to loans held for sale

  171 140

Loans held for sale to portfolio loans

  67 7

Portfolio loans to OREO

  20 19

3. Accounting and Reporting Developments

Standards Adopted in 2018

The Bancorp adopted the following new accounting standards effective January 1, 2018:

ASU2014-09 – Revenue from Contracts with Customers (Topic 606)

In May 2014, the FASB issued ASU2014-09 which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most contract revenue recognition guidance, including industry-specific guidance. The core principle of the amended guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequent to the issuance of ASU2014-09, the FASB issued additional guidance to clarify certain implementation issues, including ASUs2016-08 (Principal versus Agent Considerations),2016-10 (Identifying Performance Obligations and Licensing),2016-12 (Narrow-Scope Improvements and Practical Expedients), and2016-20 (Technical Corrections and Improvements) in March, April, May and December 2016, respectively. These amendments did not change the core principles in ASU2014-09 and follow the same effective date and transition requirements. The Bancorp adopted the amended guidance on January 1, 2018, using a modified retrospective approach. Because the amended guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other U.S. GAAP, the adoption of this amended guidance did not have a material impact on the Bancorp’s Condensed Consolidated Financial Statements. However, the Bancorp is subject to expanded disclosure requirements and has updated its revenue recognition policies and procedures. While the Bancorp has concluded the following changes are not material to its Condensed Consolidated Financial Statements, upon adoption the Bancorp changed its presentation of certain underwriting expenses incurred by its broker-dealer subsidiary from net to gross presentation and also changed its presentation of certain credit card rewards program expenses from gross to net presentation. Neither change impacts income before income taxes or net income.

In conjunction with adoption of ASU2014-09, the Bancorp is providing the following additional disclosures about its significant accounting and reporting policies related to revenue recognition.

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.

($ in millions)  2019       2018     

Cash Payments:

    

Interest

  $        379    247 

Income taxes

   14    19 

Transfers:

    

Portfolio loans to loans held for sale

   38    64 

Loans held for sale to portfolio loans

   15    34 

Portfolio loans to OREO

   8    12 

Supplemental Disclosures:

    

Additions toright-of-use assets under operating leases

   4    - 

Right-of-use assets recognized at adoption of ASU 2016-02

   509    - 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

When3. 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 as of December 31, 2018 and is the amountholding company of consideration is variable,MB Financial Bank, N.A. The acquisition resulted in a combined company with a larger Chicago market presence and core deposit funding base as well as building scale in a strategically important market.

Under the terms of the agreement, the Bancorp will only recognize revenue toacquired 100% of the extent that itcommon 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 preferred stock with a fair value of $197 million remains outstanding and is probable thatrecognized as a noncontrolling interest on the cumulative amount recognized will not be subject to a significant reversal in the future. SubstantiallyCondensed Consolidated Balance Sheets. Through its ownership of 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,common stock, the Bancorp recognizes revenue on a gross basis when it has control over those goods or services prior to transfercontrols 95% of the voting equity interests in MB Financial, Inc. with the remainder attributable 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.preferred shareholders’ noncontrolling interest.

The Bancorp’s interest income is derived from loansacquisition of MB Financial, Inc. constituted a business combination 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 Securities sections in Note 1 of the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017 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).

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 it is probable that the commission will be received.

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). These costs reduced card and processing revenue by approximately $31 million and $60 million for the three and six months ended June 30, 2018, respectively.

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 in Note 1 of the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017 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.

ASU2016-01 – Financial Instruments—Overall (Subtopic825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued ASU2016-01 which revises an entity’s accounting related to 1) the classification and measurement of investments in equity securities, 2) the presentation of certain fair value changes for financial liabilities measured at fair value, and 3) certain disclosure requirements associated with the fair value of financial instruments. The amendments require equity investments (except thosewas accounted for under the equityacquisition method of accounting or those that result in consolidationaccounting. Accordingly, the assets acquired, liabilities assumed and noncontrolling interest recognized were recorded at their estimated fair values as of the investee) to be measured atacquisition date. These fair value with changes inestimates are considered preliminary as of March 31, 2019 due to the timing of the close of the acquisition. Additionally, these fair value estimates, including loans and leases, intangible assets, deposits and goodwill, are subject to change for up to one year after the acquisition date as additional information becomes available.

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 value 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

   13,490   

Bank premises and equipment

   254   

Operating lease equipment

   403   

Intangible assets

   183   

Servicing rights

   263   

Other assets

   697   

Total assets acquired

  $        17,956   

Liabilities

    

Deposits

  $14,489   

Other short-term borrowings

   348   

Accrued taxes, interest and expenses

   264   

Other liabilities

   180   

Long-term debt

   713   

Total liabilities assumed

  $15,994   
           

Net identifiable assets acquired

        1,962 

Goodwill

       $        1,843 

In connection with the acquisition, the Bancorp recognized approximately $1.8 billion of goodwill, of which $15 million relates to15-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 net income. However, an entity may choosethe acquisition of MB Financial, Inc.

The following is a description of the methods used to measure equity investments that do not have readily determinabledetermine the estimated fair values at cost minus impairment, if any, plus or minus changes as a result of an observable price change. The amendments also simplify the impairment assessment of equity investments for which fair value is not readily determinable by requiring an entity to perform a qualitative assessment to identify impairment. If qualitative indicators are identified, the entity will be required to measure the investment at fair value. For financialsignificant assets and liabilities that an entity has elected to measure at fair value, the amendments require an entity to present separately in OCI the portion of the change in fair value that results from a change in instrument-specific credit risk. For public business entities, the amendments 1) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate fair value for financial instruments measured at amortized cost and 2) require, for disclosure purposes, the use of an exit price notion in the determination of the fair value of financial instruments. In February 2018, the FASB also issued ASU2018-03 which makes technical corrections and improvements to the amendments in ASU2016-01. The Bancorp adopted the amended guidance on January 1, 2018. As permitted, the Bancorp elected to early adopt ASU2018-03 on January 1, 2018, concurrent with the adoption of ASU2016-01. The adoption did not have a material impact on the Condensed Consolidated Financial Statements. However, equity securities affected by the amended guidance which were previously classified as trading oravailable-for-sale have been reclassified in the Condensed Consolidated Balance Sheets as equity securities. For certain equity securities without a readily determinable fair value that are not accounted for using the equity method, the Bancorp has elected to use the permitted measurement alternative, which is to adjust the cost basis of the investment upon either the occurrence of an observable price change or the identification of an impairment. For these securities, the amended guidance was applied prospectively to investments that existed on or after January 1, 2018. The other portions of the amended guidance were applied on a modified retrospective basis.presented above.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

ASU2016-04 – Liabilities—Extinguishments of Liabilities (Subtopic405-20): Recognition of Breakage for Certain Prepaid Stored-Value ProductsCash 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 March 2016, the FASB issued ASU2016-04 which permits proportional derecognitionabsence 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 similar assets, including adjustments for liquidity and credit quality when necessary. For PCI loans, 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 liabilityproperty values.

Operating lease equipment

Fair values for unused funds on certain prepaid stored-value products (known as breakage)operating lease equipment were generally developed using the cost approach. The seller’s historical cost was adjusted by cost trend indices relevant to the extent that it is probable thatasset type and vintage to arrive at a significant reversalcurrent 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 recognized breakage amount will not subsequently occur. seller’s historical trends of residual value realization by asset class.

Intangible assets

The amendments do not apply to any prepaid stored-value productscore deposit intangible asset represents the value of relationships with deposit customers. The fair value was estimated based on a DCF methodology that are attached to a segregatedconsidered expected customer attrition rates, net maintenance cost of the deposit account or productsbase, 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.

Servicing rights

Fair values for which unused funds are subject to unclaimed property remittance laws. servicing rights were estimated using internal option-adjusted spread models with certain unobservable inputs, primarily prepayment speed assumptions, option-adjusted spread 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-party market rent studies performed for each significant property.

Deposits

The Bancorp adopted the amended guidance on January 1, 2018fair values for time deposits were estimated using a modified retrospective approach. DCF 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 adoption did not havefair 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 $76 million for the three months ended March 31, 2019.

The following table provides a material impact onsummary of merger-related expenses recorded in noninterest expense for the three months ended March 31, 2019:

($ in millions)  Merger-Related
Expense
 

Salaries, wages and incentives

  $        32 

Employee benefits

   3 

Technology and communications

   11 

Other noninterest expense

   30 

Total

  $76 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements.Statements (unaudited)

ASU2016-15Pro Forma Information

Revenue and earnings related to MB Financial, Inc.’s operations included in Fifth Third Bancorp’s Condensed Consolidated Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments

In August 2016, the FASB issued ASU2016-15 to clarify the classification of certain cash receipts and payments within an entity’s statement of cash flows. These items include debt prepayment or extinguishment costs, settlement ofzero-coupon debt instruments, contingent consideration payments made after a business combination, proceedsIncome from the settlementacquisition date through March 31, 2019, were $16 million of insurance claims, proceeds fromnet interest income, $12 million of noninterest income and $13 million of net income attributable to common shareholders, which excludes certain merger-related charges incurred by the settlementBancorp as part of BOLI policies, distributions received from equity method investees, and beneficial interests in securitization transactions. the acquisition of MB Financial, Inc.

The amended guidance also specifies how to address classificationfollowing table presents unaudited pro forma information as if the acquisition of cash receipts and payments that have aspects of more than one class of cash flows. The Bancorp adopted the amended guidance retrospectivelyMB Financial, Inc. had occurred on January 1, 2018. The adoption did not have a material impact onThis pro forma information combines the Condensed Consolidatedhistorical condensed consolidated results of operations of Fifth Third Bancorp and MB Financial, Statements.

ASU2016-16 – Income Taxes (Topic 740): Intra-Entity TransfersInc. after giving effect to certain adjustments, including purchase accounting fair value adjustments, amortization of Assets Other Than Inventory

In October 2016,intangibles, stock-based compensation expense and acquisition costs, as well as the FASB issued ASU2016-16 which requires an entity to recognize therelated income tax consequenceseffects of an intra-entity transferthose adjustments. The pro forma results also reflect reclassification adjustments to noninterest income and noninterest expense to conform MB Financial, Inc.’s presentation of an asset other than inventory whenoperating lease income and the transfer occurs. Current U.S. GAAP prohibitsrelated depreciation expense with the recognitionBancorp’s presentation. Direct costs associated with the acquisition are included in pro forma earnings as of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The Bancorp adopted the amended guidance on January 1, 2018 using a modified retrospective approach. 2018.

The adoption did not have a material impact on the Condensed Consolidated Financial Statements.

ASU2017-01 – Business Combinations (Topic 805): Clarifying the Definition of a Business

In January 2017, the FASB issued ASU2017-01 which clarifies the definition of a business in order to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amended guidance provides a screen which states that when substantially all of the fair value of assets acquired (or disposed) is concentrated in a single asset or group of similar assets, then the set of assets and activities would not be considered a business. The Bancorp adopted the amended guidance prospectively on January 1, 2018 and will apply this amended guidance to future transactions to determine if they should be accounted for as acquisitions (or disposals) of assets or businesses.

ASU2017-05 – Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets

In February 2017, the FASB issued ASU2017-05 which clarifies the scope of Subtopic610-20 and defines the term “in substance nonfinancial asset.” The amendments require that an entity should initially identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. The amendments provide specific guidance on accounting for partial sales of nonfinancial assets, which require an entity to derecognize a distinct nonfinancial asset or in substance nonfinancial asset in a partial sale transaction when it 1)pro forma information does not necessarily reflect the results of operations that would have (or ceases to have) a controlling financial interest in the legal entity that holds the asset and 2) transfers control of the asset. Once an entity transfers control of a distinct nonfinancial asset or distinct in substance nonfinancial asset, it is required to measure any noncontrolling interest it receives (or retains) at fair value. Theoccurred had Fifth Third Bancorp adopted the amended guidance on January 1, 2018 using a modified retrospective approach. The adoption did not have a material impact on the Condensed Consolidatedacquired MB Financial, Statements.

ASU2017-09 Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting

In May 2017, the FASB issued ASU2017-09 which provides guidance about which changes to the terms or conditions of a share-based payment award require the application of modification accounting in Topic 718. The amendments specify that an entity should account for the effects of such changes as a modification unless the fair value, vesting conditions and classification (as an equity or liability) of the awards are all unaffected by the change. The Bancorp adopted the amended guidance prospectivelyInc. on January 1, 2018. The adoption didFurthermore, cost savings and other business synergies related to the acquisition are also not have a material impact onreflected in the Condensed Consolidated Financial Statements.

ASU2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued ASU2017-12 which makes several amendments to existing guidance for hedge accounting. As permitted, the Bancorp elected to early adopt the amended guidance on January 1, 2018. For certain fair value hedges of interest rate risk, the Bancorp elected to modify the measurement methodologyunaudited pro forma amounts for the hedged item to be the benchmark rate componentthree months ended March 31, 2019 and 2018.

    Unaudited Pro Forma Information
For the three months ended March 31,
 
($ in millions)  2019   2018 

Net interest income

  $        1,242    1,181 

Noninterest income

   1,205    1,006 

Net income attributable to common shareholders

   891    655 

Acquired Loans and Leases

Purchased loans are evaluated for evidence of the contractual coupon cash flowscredit deterioration at acquisition and also elected tode-designate a portion of the existing hedging relationship, as permitted. Upon adoption, changes inrecorded at their initial fair value. Generally, the fair value discount or premium on acquired loans and leases is 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 flow hedges are recordedflows expected to be collected as an amount that should not be accreted into interest income (nonaccretable difference). The remaining amount representing the difference in AOCIthe expected cash flows of acquired loans and then subsequently reclassifiedthe initial investment in the acquired loans is accreted into earnings wheninterest income over the hedged item affects earnings. Also,remaining life of the loan or pool of loans (accretable yield). This method of accounting for bothloans acquired with credit impairment does not apply to loans carried at fair value, hedgesresidential mortgage loans held for sale and cash flow hedges, changesloans under revolving credit agreements. Refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2018 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 derivative instrumentacquisition date of MB Financial, Inc. These fair value estimates are recorded inconsidered preliminary as of March 31, 2019 due to the same income statement line item as the effectstiming of the hedged item, eliminating the separate measurement of hedge ineffectiveness. The Bancorp recorded a cumulative-effect adjustment to retained earnings for the impact of these elections as well as the eliminationclose of the separate measurementacquisition.

($ in millions)

   March 22, 2019 

Contractually required payments including interest

  $1,164 

Less: Nonaccretable difference

   109 

Cash flows expected to be collected

   1,055 

Less: Accretable yield

   232 

Fair value of loans acquired

  $823 

For the period from March 22, 2019 to March 31, 2019, accretion of ineffectivenessthe accretable yield and reclassifications to or from AOCI for cash flow hedges existing at January 1, 2018, the amountnonaccretable difference were not material to the Bancorp.

At the MB Financial, Inc. acquisition date, contractual balances on the purchasednon-PCI loans and leases totaled $12.9 billion, with a corresponding fair value of which was not material. The amended presentation$12.7 billion.

Bank Merger and disclosure guidance was applied prospectively.Conversion

As of March 31, 2019, MB Financial, Inc. is the holding company of MB Financial Bank, N.A. and a subsidiary of Fifth Third Bancorp. For further information on a subsequent event related to the bank merger and conversion, refer to Note 27.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

4. Accounting and Reporting Developments

Standards Adopted in 2019

The Bancorp adopted the following new accounting standards effective January 1, 2019:

ASU2018-022016-02 Income Statement—Reporting Comprehensive Income– Leases (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income842)

In February 2018,2016, the FASB issued ASU2018-022016-02 which allowsestablishes a new accounting model for reclassificationleases. The amended guidance requires lessees to record lease liabilities on the lessees’ balance sheets along with correspondingright-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 ASU2016-02, the FASB has issued additional guidance to clarify certain implementation issues and provide transition relief in certain circumstances including ASUs2018-01 (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) and2019-01 (Codification Improvements, issued in March 2019). These subsequent amendments do not change the core principles in the original ASU, but do provide an additional optional transition method which is 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 Condensed Consolidated Balance Sheets and elected a practical expedient, by class of underlying asset, to not separate nonlease components from AOCIthe 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 stranded tax effects resulting from the TCJA. Stranded tax effects result from the reduction in the top federal statutory income tax rate from 35 percent to 21 percent as deferred tax assets and liabilities are adjusted$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 ofon the Bancorp’s Condensed Consolidated Financial Statements at transition. The required disclosures are included in Note 6, Note 9 and Note 10.

ASU2017-08 – Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20): Premium Amortization on Purchased Callable Debt Securities

In March 2017, the FASB issued ASU2017-08 which shortens the amortization period for certain callable debt securities held at a change in tax rate through income tax expense, even in situations whenpremium. Specifically, the related items giving riseamendments require the premium to be amortized to the deferred taxes are components of AOCI, which are carried net of tax. As permitted,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 elected to early adopt thisadopted the amended guidance and recorded a reclassification adjustment from AOCI to retained earnings as ofon January 1, 2018,2019 on a modified retrospective basis. The adoption did not have a material impact on the amount of which was not material.Condensed Consolidated Financial Statements.

Standards Issued but Not Yet Adopted

The following accounting standards were issued but not yet adopted by the Bancorp as of June 30, 2018:

ASU2016-02 – Leases (Topic 842)

In February 2016, the FASB issued ASU2016-02 which establishes a new accounting model for leases. The amended guidance requires lessees to record lease liabilities on the lessees’ balance sheets along with correspondingright-of-use assets for all leases with terms longer than twelve months. Leases will be 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. The amended guidance is effective for the Bancorp on January 1, 2019, with early adoption permitted. The amendments should be applied to each prior reporting period presented using a modified retrospective approach, although the amended guidance contains certain transition relief provisions that, among other things, permit an entity to elect not to reassess the classification of leases which existed or expired as of the date the amendments are effective. In January 2018, the FASB issued ASU2018-01 which provides a practical expedient for transition related to land easements. The FASB has also proposed additional amendments to the new guidance which, among other things, include an option to recognize a cumulative effect adjustment to retained earnings in the period of adoption instead of applying the guidance to prior comparative periods, but these additional amendments are not yet final. The Bancorp will adopt the amended guidance on the required effective date of January 1, 2019, and expects to elect the transition relief provisions. From a lessee perspective, the Bancorp is currently finalizing its inventory of all leases, accumulating the lease data necessary to apply the amended guidance, and evaluating the business process and technology requirements which will be necessary after adoption. The Bancorp is continuing to evaluate the impact of the amended guidance on its Condensed Consolidated Financial Statements, but the effects of recognizing most operating leases on the Condensed Consolidated Balance Sheets are expected to be material. The Bancorp expects to recognizeright-of-use assets and lease liabilities for substantially all of its operating lease commitments based on the present value of unpaid lease payments as of the date of adoption, but does not expect a material impact to expense recognition. From a lessor perspective, given the limited changes, the Bancorp does not expect adoption of the amended guidance to have a material impact based on its preliminary analysis. However, the Bancorp is continuing to evaluate the impact of the amended guidance, particularly related to the deferral of costs incurred in originating leases. The Bancorp also expects to record a cumulative-effect adjustment to retained earnings upon adoption to recognize any remaining deferred gains on sale-leaseback transactions that occurred prior to the date of initial application. The Bancorp had approximately $13 million of such deferred gains recorded as of June 30, 2018. These expectations may change as the implementation process continues.March 31, 2019:

ASU2016-13 – Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU2016-13 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. This model applies to trade and other receivables, loans, debt securities, net investments in leases, andoff-balance-sheetoff-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 apply to purchased financial assets with credit deterioration, superseding current accounting guidance for such assets. The amended guidance also amends the impairment model foravailable-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 that an entity will recognize an allowance for credit losses onavailable-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 current guidance. As a result, entities will recognize improvements to estimated credit losses onavailable-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. The amended guidance is effective for the Bancorp on January 1, 2020. Early adoption is permitted as soon asof January 1, 2019, but the Bancorp currently expects to adopt on the mandatory effective date. The amended guidance is to be applied on a modified retrospective basis with the cumulative effect of initially applying the amendments recognized in retained earnings at the date of initial application. However, certain provisions of the guidance are only required to be applied on a prospective basis.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The Bancorp’s implementation process includes data sourcing and validation, loss model development, development of governance processes over economic forecasting, development of a qualitative framework, evaluation of technical accounting topics, updates to allowance policies and methodology documentation, development of reporting processes and related internal controls, and overall operational readiness for adoption of the amended guidance, which will continue throughout 2019, including parallel runs for CECL alongside the Bancorp’s current allowance process. The Bancorp is in the process of developing, validating, and implementing models used to estimate credit losses under CECL and expects to complete the validation process for its loan models during 2019.

The Bancorp provides updates to senior leadership, the Audit Committee and the Risk and Compliance Committee of the Board of Directors. These communications provide an update on the status of the implementation project plan and any identified risks.

While the Bancorp is currently in the process of evaluating the impact of the amended guidance on its Condensed Consolidated Financial Statements, it currently expects the ALLL to increase upon adoption given that the allowance will be required to cover the full remaining expected life of the portfolio upon adoption, rather than the incurred loss model under current U.S. GAAP. The extent of this increase is still being evaluated and will depend on economic conditions, economic forecasts and the composition and credit quality of the Bancorp’s loan and lease portfolio at the time of adoption.

Fifth ThirdIn November 2018, the FASB issued ASU2018-19 which made minor clarifications to the pending guidance in ASU2016-13. The FASB has also established a Transition Resource Group for Credit Losses to evaluate implementation issues arising from the amended guidance and make recommendations to the FASB on which issues may warrant the issuance of additional clarifying guidance. The Bancorp continues to monitor the issues discussed by the Transition Resource Group and Subsidiaries

Notesthe recommended amendments proposed to Condensed Consolidated Financial Statements (unaudited)

the FASB as part of its implementation analysis.

ASU2017-04 – Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU2017-04 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 amended guidance is effective for the Bancorp on January 1, 2020, with early adoption permitted, and is to be applied prospectively to all goodwill impairment tests performed after the adoption date.

ASU2017-082018-13 Receivables—Nonrefundable Fees and Other Costs (Subtopic310-20)– Fair Value Measurement (Topic 820): Premium Amortization on Purchased Callable Debt Securities Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement

In March 2017,August 2018, the FASB issued ASU2017-082018-13 which shortensmodifies the amortization perioddisclosure requirements for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date.fair value measurements. The amendments do not require an accounting changeremove the requirements to disclose the amount of and reasons for securities held at a discount;transfers between Level 1 and Level 2 of the discount continuesfair 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 be amortized to maturity.develop Level 3 fair value measurements. The amended guidance is effective for the Bancorp on January 1, 2019,2020 with early adoption permitted, and ispermitted. Certain of the amendments are to be applied on a modified retrospective basis through a cumulative-effect adjustment directlyprospectively while others are to retained earnings asbe applied retrospectively. Also, early adoption of the beginningremoved and modified disclosure requirements is permitted before adoption of the period of adoption.newly added requirements. The Bancorp shall provide a disclosure regarding the change in accounting principle. The Bancorp plans to adopt the amended guidance on its required effective date of January 1, 2019 and is currently in the process of evaluating the impact of the amended guidance on its Condensed Consolidated Financial Statements. However,

ASU2018-15 – Intangibles—Goodwill andOther—Internal-Use Software (Subtopic350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract

In August 2018, the FASB issued ASU2018-15 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 obtaininternal-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 amended guidance is effective for the Bancorp does not currently expecton January 1, 2020, with early adoption permitted, and may be applied either retrospectively or prospectively. The Bancorp is in the process of evaluating the impact of adoption to be material.the amended guidance on its Condensed Consolidated Financial Statements.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

4.5. Investment Securities

The following tables provide the amortized cost, unrealized gains and losses and fair value for the major categories of theavailable-for-sale debt and other securities andheld-to-maturity investment securities portfolios as of:

 

June 30, 2018 ($ in millions)     Amortized
   Cost
  Unrealized
Gains
  Unrealized
Losses
 Fair
Value
March 31, 2019 ($ in millions)  Amortized
Cost
   Unrealized
Gains
   Unrealized
Losses
 Fair
Value
 

Available-for-sale debt and other securities:

              

U.S. Treasury and federal agencies securities

  $98        -    (2  96     

U.S. Treasury and federal agency securities

  $796    1    -   797 

Obligations of states and political subdivisions securities

   34        1    -   35        6    -    -   6 

Mortgage-backed securities:

              

Agency residential mortgage-backed securities

   16,405        35    (346  16,094        15,614    177    (102  15,689 

Agency commercial mortgage-backed securities

   10,308        7    (277  10,038        12,382    181    (50  12,513 

Non-agency commercial mortgage-backed securities

   3,149        5    (68  3,086        3,338    43    (6  3,375 

Asset-backed securities and other debt securities

   1,981        26    (9  1,998        2,067    32    (12  2,087 

Other securities(a)

   614        -    -   614        581    -    -   581 

Totalavailable-for-sale debt and other securities

  $        32,589        74    (702  31,961       $        34,784    434    (170  35,048 

Held-to-maturity securities:

              

Obligations of states and political subdivisions securities

  $17        -    -   17       $16    -    -   16 

Asset-backed securities and other debt securities

   2        -    -   2        5    -    -   5 

Totalheld-to-maturity securities

  $19        -    -   19       $21    -    -   21 
(a)

Other securities consist of FHLB, FRB and DTCC restricted stock holdings of$248137,$364442 and$2, respectively, atJuneMarch 30, 201831, 2019, that are carried at cost.

 

December 31, 2017 ($ in millions)     Amortized
   Cost
  Unrealized
Gains
  Unrealized
Losses
 Fair  
    Value      
December 31, 2018 ($ in millions)  Amortized
Cost
   Unrealized
Gains
   Unrealized
Losses
 Fair
Value
 

Available-for-sale debt and other securities:

              

U.S. Treasury and federal agencies securities

  $98        -    -  98     

U.S. Treasury and federal agency securities

  $98    -    (1 97 

Obligations of states and political subdivisions securities

   43        1    -  44        2    -    -  2 

Mortgage-backed securities:

              

Agency residential mortgage-backed securities(a)

   15,281        118    (80 15,319        16,403    86    (242 16,247 

Agency commercial mortgage-backed securities

   10,113        92    (38 10,167        10,770    44    (164 10,650 

Non-agency commercial mortgage-backed securities

   3,247        51    (5 3,293        3,305    9    (47 3,267 

Asset-backed securities and other debt securities

   2,183        46    (11 2,218        1,998    27    (10 2,015 

Other securities(b)(a)

   612        -    -  612        552    -    -  552 

Totalavailable-for-sale debt and other securities

  $        31,577        308    (134 31,751       $        33,128    166    (464 32,830 

Held-to-maturity securities:

              

Obligations of states and political subdivisions securities

  $22        -    -  22       $16    -    -  16 

Asset-backed securities and other debt securities

   2        -    -  2        2    -    -  2 

Totalheld-to-maturity securities

  $24        -    -  24       $18    -    -  18 
(a)

Includes interest-only mortgage-backed securities of $34 as of December 31, 2017, recorded at fair value with fair value changes recorded in securities gains, net, in the Consolidated Statements of Income.

(b)

Other securities consist of FHLB, FRB and DTCC restricted stock holdings of $248, $362$184, $366 and $2, respectively, at December 31, 2017,2018, that are carried at cost.

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

 

($ in millions)    

June 30,

      2018  

   December 31,      
2017    
  March 31,
2019
   December 31,
2018
 

Trading debt securities

  $                  280   492          $        325    287 

Equity securities

      475   439           426    452 

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 MSRnon-qualifying hedging strategy, with net gains or losses recorded in securities gains (losses), net –non-qualifying hedges on MSRs in the Condensed Consolidated Statements of Income.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The following table presents net realizedsecurities gains and losses that were(losses) recognized in income fromavailable-for-sale debt and other securities as well as total (losses) gains that were recognized in income from trading debt securities and equity securities:the Condensed Consolidated Statements of Income:

 

    For the three months ended    
June 30,
 

For the six months ended    

June 30,

   
For the three months ended
March 31,
 
 
($ in millions)    2018 2017 2018 2017   2019  2018 

Available-for-sale debt and other securities:

        

Realized gains

 $ 22      21     56    30     $13  35 

Realized losses

  (22)     (7)    (65)   (8)             (14 (43

OTTI(a)

 -      (14)    -    (24)     -   - 

Net realized losses onavailable-for sale debt and other securities(b)

 $ -      -     (9)   (2)    $(1 (8

Total trading debt securities (losses) gains(c)

 $ (4)     2     (18)   3   

Total equity securities (losses) gains(d)(e)

 $ (5)     2     (8)   3   

Total (losses) and gains recognized in income fromavailable-for-sale debt and other

securities, trading debt securities and equity securities

 $ (9)     4     (35)   4   

Total trading debt securities gains (losses)

  $3  (13

Total equity securities gains (losses)(a)

  $17  (3

Total gains (losses) recognized in income fromavailable-for-sale debt and other securities, trading debt securities and equity securities(b)

  $19  (24
(a)

Included in securities (losses) gains,Includes a net inunrealized gain of$19 and a net unrealized loss of $2 for the Condensed Consolidated Statements of Income.three months endedMarch 31, 2019 and 2018, respectively.

(b)

Excludes netan insignificant amount of securities gains on interest-only mortgage-backed securities of$0 and$1 for the three and six months endedJune 30, 2018, respectively, and net losses of $2 and $1 for the three and six months ended June 30, 2017, respectively.

(c)

Includes an immaterial net loss and a net loss of$2for the three and six months endedJune 30, 2018, respectively, and immaterial net gains for both the three and six months ended June 30, 2017, respectively, recorded(losses) included in corporate banking revenue and wealth and asset management revenue in the Condensed Consolidated Statements of Income.

(d)

Includes immaterial net gains for bothIncome related to securities held by FTS to facilitate the three and six months endedJune 30, 2018 and 2017 recorded in corporate banking revenue and wealth and asset management revenue in the Condensed Consolidated Statementstimely execution of Income.

(e)

Includes net unrealized losses of$5 and$6 for the three and six months endedJune 30, 2018, respectively, and net unrealized gains of $2 and $3 for the three and six months ended June 30, 2017, respectively.customer transactions.

At June 30, 2018March 31, 2019 and December 31, 2017,2018, investment securities with a fair value of $6.8$7.1 billion and $7.8$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’savailable-for-sale debt and other securities andheld-to-maturity investment securities as of June 30, 2018March 31, 2019 are shown in the following table:

 

    Available-for-Sale Debt and Other Held-to-Maturity
  

 

 

 

   Available-for-Sale Debt and  Other    Held-to-Maturity 
($ in millions)    Amortized Cost Fair Value   Amortized Cost Fair Value       Amortized Cost    Fair Value    Amortized Cost    Fair Value 

Debt securities:(a)

             

Less than 1 year

  $214        207  1  1     $821    819    -    - 

1-5 years

  8,923        8,800  16  16      11,521    11,655    16    16 

5-10 years

  18,047        17,669      -       17,148    17,253    -    - 

Over 10 years

  4,791        4,671  2  2      4,713    4,740    5    5 

Other securities

 614        614      -       581    581    -    - 

Total

 $    32,589        31,961  19  19     $        34,784    35,048    21    21 
(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 onavailable-for-sale debt and other securities in an unrealized loss position, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of:

 

  Less than 12 months 12 months or more Total 
    Less than 12 months  12 months or more  Total      Unrealized     Unrealized     Unrealized 
($ in millions)    Fair Value     Unrealized    
Losses
  Fair Value     Unrealized    
Losses
  Fair Value     Unrealized    
Losses
  Fair Value   Losses Fair Value   Losses Fair Value   Losses 

June 30, 2018

         

U.S. Treasury and federal agencies

  $   96     (2)     -     -        96     (2) 
March 31, 2019                          

U.S. Treasury and federal agency securities

  $-    -   74    -   74    - 

Obligations of states and political subdivisions

   3    -   -    -   3    - 

Agency residential mortgage-backed securities

   12,456     (313)     478     (33)       12,934     (346)    539    (1  5,737    (101  6,276    (102

Agency commercial mortgage-backed securities

   8,719     (247)     547     (30)       9,266     (277)    358    (2  2,992    (48  3,350    (50

Non-agency commercial mortgage-backed securities

   2,540     (59)     140     (9)       2,680     (68)    -    -   685    (6  685    (6

Asset-backed securities and other debt securities

  284     (2)     395     (7)       679     (9)    435    (7  191    (5  626    (12

Total

  $   24,095     (623)     1,560     (79)       25,655     (702)   $        1,335    (10  9,679    (160  11,014    (170

December 31, 2017

       

U.S. Treasury and federal agencies

  $  98          -     -       98      

December 31, 2018

                

U.S. Treasury and federal agency securities

  $-    -  97    (1 97    (1

Agency residential mortgage-backed securities

  7,337    (59)    479    (21)      7,816    (80)    3,235    (21 7,892    (221 11,127    (242

Agency commercial mortgage-backed securities

  2,900    (22)    526    (16)      3,426    (38)    2,022    (37 5,260    (127 7,282    (164

Non-agency commercial mortgage-backed securities

  449    (2)    145    (3)      594    (5)    884    (6 1,621    (41 2,505    (47

Asset-backed securities and other debt securities

 317    (2)    386    (9)      703    (11)    314    (6 241    (4 555    (10

Total

  $  11,101    (85)    1,536    (49)      12,637    (134)   $6,455    (70 15,111    (394 21,566    (464

At both June 30, 2018March 31, 2019 and December 31, 2017,2018, an immaterial amount of unrealized losses in theavailable-for-sale debt and other securities portfolio were represented bynon-rated securities.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

5.6. Loans and Leases

The Bancorp diversifies its loan and lease portfolio by offering a variety of loan and lease products with various payment terms and rate structures. Lending activities are generally concentrated within those states in which the Bancorp has banking centers and are primarily located in the Midwestern and Southeastern regions of the U.S. 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 in the portfolio. For further information on credit quality and the ALLL, refer to Note 6.7.

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:

 

  March 31,   December 31, 
($ in millions)          June 30,
           2018  
    December 31,    
2017    
  2019   2018 

Loans and leases held for sale:

        

Commercial and industrial loans

  $44          -           $63    67 

Commercial mortgage loans

   72         6            3    3 

Commercial leases

   9          -         

Residential mortgage loans

   658         486            626    537 

Total loans and leases held for sale

  $783        492           $692    607 

Portfolio loans and leases:

        

Commercial and industrial loans

  $            41,403         41,170           $51,862    44,340 

Commercial mortgage loans

   6,625         6,604            10,686    6,974 

Commercial construction loans

   4,687         4,553            5,231    4,657 

Commercial leases

   3,788        4,068            3,909    3,600 

Total commercial loans and leases

  $56,503        56,395           $71,688    59,571 

Residential mortgage loans

  $15,640         15,591           $16,811    15,504 

Home equity

   6,599         7,014            6,435    6,402 

Automobile loans

   8,938         9,112         

Indirect secured consumer loans

   10,031    8,976 

Credit card

   2,270         2,299            2,388    2,470 

Other consumer loans

   1,982        1,559            2,489    2,342 

Total consumer loans

  $35,429        35,575           $38,154    35,694 

Total portfolio loans and leases

  $91,932        91,970           $        109,842    95,265 

Total portfolioPortfolio loans and leases are recorded net of unearned income, which totaled $496$491 million as of June 30, 2018March 31, 2019 and $523$479 million as of December 31, 2017.2018. Additionally, portfolio loans and leases are recorded net of unamortized premiums and discounts, deferred direct loan origination fees and costs and fair value adjustments (associated with acquired loans or loans designated as fair value upon origination) which totaled a net discount of $130 million and a net premium of $286 million and $282$296 million as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively.

The Bancorp’s FHLB and FRB advances are generally secured by loans. The Bancorp had loans of $13.3$16.8 billion and $13.0$13.1 billion at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, pledged at the FHLB, and loans of $40.4$42.4 billion and $39.8$42.6 billion at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, pledged at the FRB.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The following table presents a summary of the total loans and leases owned by the Bancorp as of:

 

    Carrying Value  

    90 Days Past Due

    and Still Accruing

  Carrying Value   90 Days Past Due
and Still Accruing
 
  

 

 

 

  March 31,   December 31,   March 31, December 31, 
($ in millions)    

June 30,

2018

  December 31,
2017 
                  June 30,
                 2018
       December 31,    
     2017
  2019   2018   2019 2018 

Commercial and industrial loans

  $41,447           41,170         3          $51,925    44,407    15  4 

Commercial mortgage loans

   6,697           6,610          -           10,689    6,977    20  2 

Commercial construction loans

   4,687           4,553          -           5,231    4,657    -   - 

Commercial leases

   3,797           4,068          -           3,909    3,600    -   - 

Residential mortgage loans

   16,298           16,077       44   57           17,437    16,041    48  38 

Home equity

   6,599           7,014          -           6,435    6,402    1   - 

Automobile loans

   8,938           9,112       10   10        

Indirect secured consumer loans

   10,031    8,976    9  12 

Credit card

   2,270           2,299       31   27           2,388    2,470    38  37 

Other consumer loans

    1,982           1,559          -           2,489    2,342    1   - 

Total loans and leases

   $92,715           92,462       89   97          $        110,534    95,872    132(a)  93 

Less: Loans and leases held for sale

   

 

783       

 

   492         $692    607    

Total portfolio loans and leases

   $        91,932           91,970         $109,842    95,265    

The following table presents a summary of net charge-offs:

 

   
    For the three months ended
June 30,
  

        For the six months ended

      June 30,

($ in millions)    2018              2017             2018           2017          

Commercial and industrial loans

  $47           18       74      52        

Commercial mortgage loans

   2           5       2      11        

Commercial construction loans

   -           -       -       -        

Commercial leases

   -           1       -      2        

Residential mortgage loans

   2           2       4      7        

Home equity

   2           5       7      11        

Automobile loans

   8           6       19      18        

Credit card

   26           22       52      43        

Other consumer loans

    7           5       17      9        

Total net charge-offs

   $94           64               175      153        
(a)

Total portfolio loans and leases 90 days past due and still accruing reflect a decrease of $4 million which occurred after the Bancorp’s Form8-K was filed on April 23, 2019.

The following table presents a summary of net charge-offs (recoveries) for the three months ended March 31:

($ in millions)

         2019    2018 

Commercial and industrial loans

      $        18    28 

Commercial mortgage loans

       (1   1 

Residential mortgage loans

       1    3 

Home equity

       3    5 

Indirect secured consumer loans

       13    11 

Credit card

       33    25 

Other consumer loans

         10    8 

Total net charge-offs

        $77    81 

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.

The following table presents the components of the net investment in leases as of:

($ in millions)March 31, 2019(a)

Net investment in direct financing leases:

Lease payment receivable (present value)

$        2,992

Unguaranteed residual assets (present value)

261

Net discount on acquired leases

(12

Deferred selling profits

-

Net investment in sales-type leases:

Lease payment receivable (present value)

94

Unguaranteed residual assets (present value)

4

Net discount on acquired leases

(1
(a)

Excludes $571 of leveraged leases at March 31, 2019.

The following table presents 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 Condensed Consolidated Statements of Income for the three months ended March 31, 2019 was $22 million for direct financing leases and immaterial for sale-type leases.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

6.The following table presents undiscounted cash flows for both direct financing and sales-type leases for the remainder of 2019 through 2024 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease receivables as follows:

As of March 31, 2019 ($ in millions)  Direct Financing
Leases
   Sales-Type Leases 

Remainder of 2019

  $732    18 

2020

   749    17 

2021

   541    17 

2022

   441    16 

2023

   278    18 

2024

   192    12 

Thereafter

   271    8 

Total undiscounted cash flows

  $3,204    106 

Less: Difference between undiscounted cash flows and discounted cash flows

   212    12 

Present value of lease payments (recognized as lease receivables)

  $        2,992    94 

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 lessee and other factors that impact the residual value to assess for impairment. At March 31, 2019, the Bancorp maintained an allowance of $20 million to cover the inherent losses, including the potential losses related to the residual value, in the net investment in leases. Please refer to Note 7 for additional information on credit quality and the allowance for loan and lease losses.

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 Condensed Consolidated Statements of Income.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

7. Credit Quality and the Allowance for Loan and Lease Losses

The Bancorp disaggregates ALLL balances and transactions in the ALLL by portfolio segment. Credit quality related disclosures for loans and leases are further disaggregated by class.

Allowance for Loan and Lease Losses

The following tables summarize transactions in the ALLL by portfolio segment:

 

For the three months ended June 30, 2018 ($ in millions)       Commercial       Residential
      Mortgage
     Consumer     Unallocated     Total      

Balance, beginning of period

 $713      89    222   114   1,138      

Lossescharged-off(a)

  (54)     (4)   (60  -   (118)     

Recoveries of losses previouslycharged-off(a)

  5         17   -   24      

Provision for (benefit from) loan and lease losses

  (10)     (1)   50   (6  33      

Balance, end of period

 $654      86    229   108   1,077      

 

(a)    For the three months ended June 30, 2018, the Bancorp recorded$6 in both lossescharged-off and recoveries of lossescharged-off related to customer defaults onpoint-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

 

 

For the three months ended June 30, 2017 ($ in millions)       Commercial       Residential
      Mortgage
     Consumer     Unallocated     Total      

Balance, beginning of period

 $826      96    204   112   1,238      

Lossescharged-off

  (41)     (4)   (50  -   (95)     

Recoveries of losses previouslycharged-off

  17         12   -   31      

Provision for (benefit from) loan and lease losses

  15      (1)   40   (2  52      

Balance, end of period

 $817      93    206   110   1,226      
                     
For the six months ended June 30, 2018 ($ in millions)       Commercial       Residential
      Mortgage
     Consumer     Unallocated     Total      

Balance, beginning of period

 $753      89    234   120   1,196      

Lossescharged-off(a)

  (87)     (7)   (128  -   (222)     

Recoveries of losses previouslycharged-off(a)

  11         33   -   47      

Provision for (benefit from) loan and lease losses

  (23)        90   (12  56      

Balance, end of period

 $654      86    229   108   1,077      

 

(a)    For the six months endedJune 30, 2018, the Bancorp recorded$10 in both lossescharged-off and recoveries of lossescharged-off related to customer defaults onpoint-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

 

 

For the six months ended June 30, 2017 ($ in millions)       Commercial       Residential
      Mortgage
     Consumer     Unallocated     Total      

Balance, beginning of period

 $831      96    214   112   1,253      

Lossescharged-off

  (86)     (10)   (106  -   (202)     

Recoveries of losses previouslycharged-off

  21         25   -   49      

Provision for (benefit from) loan and lease losses

  51         73   (2  126      

Balance, end of period

 $817      93    206   110   1,226      

 

The following tables provide a summary of the ALLL and related loans and leases classified by portfolio segment:

 

 

As of June 30, 2018 ($ in millions)       Commercial       Residential
      Mortgage
     Consumer     Unallocated     Total     

ALLL:(a)

     

Individually evaluated for impairment

 $75   65    38   -   178      

Collectively evaluated for impairment

  579   21    191   -   791      

Unallocated

  -      -   108   108      

Total ALLL

 $654   86    229   108   1,077      

Portfolio loans and leases:(b)

     

Individually evaluated for impairment

 $400   788    297   -   1,485      

Collectively evaluated for impairment

  56,103   14,690    19,492   -   90,285      

Total portfolio loans and leases

 $      56,503   15,478    19,789   -   91,770      
For the three months ended March 31, 2019 ($ in millions)  Commercial  Residential
Mortgage
  Consumer  Unallocated   Total 

Balance, beginning of period

  $645   81   267   110    1,103 

Lossescharged-off(a)

   (20  (2  (86  -    (108

Recoveries of losses previouslycharged-off(a)

   3   1   27   -    31 

Provision for (benefit from) loan and lease losses

   26   (1  62   2    89 

Balance, end of period

  $654   79   270   112    1,115 

(a) For the three months endedMarch 31, 2019, the Bancorp recorded$11 in both lossescharged-off and recoveries of lossescharged-off related to customer defaults onpoint-of-sale consumer loans for which the Bancorp obtained recoveries under third-party credit enhancements.

For the three months ended March 31, 2018 ($ in millions)  Commercial  Residential
Mortgage
  Consumer  Unallocated  Total 

Balance, beginning of period

  $753   89   234   120   1,196 

Lossescharged-off

   (35  (4  (64  -   (103

Recoveries of losses previouslycharged-off

   6   1   15   -   22 

Provision for (benefit from) loan and lease losses

   (11  3   37   (6  23 

Balance, end of period

  $713   89   222   114   1,138 

The following tables provide a summary of the ALLL and related loans and leases classified by portfolio segment:

As of March 31, 2019 ($ in millions)  Commercial   Residential
Mortgage
   Consumer   Unallocated   Total 

ALLL:(a)

          

Individually evaluated for impairment

  $62    60    38    -    160 

Collectively evaluated for impairment

   592    19    232    -    843 

Unallocated

   -    -    -    112    112 

Total ALLL

  $654    79    270    112    1,115 

Portfolio loans and leases:(b)

          

Individually evaluated for impairment

  $346    734    272    -    1,352 

Collectively evaluated for impairment

   70,659    15,768    21,050    -    107,477 

Purchased credit impaired

   683    119    21    -    823 

Total portfolio loans and leases

  $71,688    16,621    21,343    -    109,652 
(a)

Includes$1 related to leveraged leases atJuneMarch 30, 201831, 2019.

(b)

Excludes$162190of residential mortgage loans measured at fair value and includes$650571 of leveraged leases, net of unearned income atJuneMarch 30, 201831, 2019.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

As of December 31, 2017 ($ in millions)       Commercial   Residential
  Mortgage
  Consumer   Unallocated   Total     
As of December 31, 2018 ($ in millions)  Commercial   Residential
Mortgage
   Consumer   Unallocated   Total 

ALLL:(a)

                 

Individually evaluated for impairment

 $94      64      42        -         200         $42    61    38    -    141 

Collectively evaluated for impairment

 659      25      192        -         876          603    20    229    -    852 

Unallocated

  -       -       -        120         120          -    -    -    110    110 

Total ALLL

 $753      89      234        120         1,196         $645    81    267    110    1,103 

Portfolio loans and leases:(b)

                 

Individually evaluated for impairment

 $560      665      320        -         1,545         $277    736    278    -    1,291 

Collectively evaluated for impairment

 55,835      14,787      19,664        -         90,286          59,294    14,589    19,912    -    93,795 

Loans acquired with deteriorated credit quality

  -      2       -        -         2       

Total portfolio loans and leases

 $56,395      15,454      19,984        -         91,833         $59,571    15,325    20,190    -    95,086 
(a)

Includes $1 related to leveraged leases at December 31, 2017.2018.

(b)

Excludes $137$179 of residential mortgage loans measured at fair value and includes $674$624 of leveraged leases, net of unearned income at December 31, 2017.2018.

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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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 arecharged-off in the period in which they are determined to be uncollectible. Because loans and leases in this category are fullycharged-off, they are not included in the following tables.

The following tables summarize the credit risk profile of the Bancorp’s commercial portfolio segment, by class:

 

As of June 30, 2018 ($ in millions)       Pass      Special
    Mention
  Substandard  Doubtful    Total         

Commercial and industrial loans

 $39,601      899      885        18        41,403       

Commercial mortgage owner-occupied loans

  3,217      40      134        -        3,391       

Commercial mortgage nonowner-occupied loans

  3,200      21      13        -        3,234       

Commercial construction loans

  4,652      35      -        -        4,687       

Commercial leases

  3,649      54      85        -        3,788       

Total commercial loans and leases

 $        54,319      1,049      1,117        18        56,503       

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

As of March 31, 2019 ($ in millions)  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial and industrial loans

  $        49,621    995    1,209    37    51,862 

Commercial mortgage owner-occupied loans

   4,133    71    208    -    4,412 

Commercial mortgage nonowner-occupied loans

   5,924    102    248    -    6,274 

Commercial construction loans

   5,186    36    9    -    5,231 

Commercial leases

   3,809    38    62    -    3,909 

Total commercial loans and leases

  $68,673    1,242    1,736    37    71,688 

 

As of December 31, 2017 ($ in millions)        Pass       Special
    Mention
   Substandard   Doubtful     Total          
As of December 31, 2018 ($ in millions)  Pass   Special
Mention
   Substandard   Doubtful   Total 

Commercial and industrial loans

  $38,813      1,115      1,235          7          41,170         $42,695    779    853    13    44,340 

Commercial mortgage owner-occupied loans

   3,207      75      80          -          3,362          3,122    23    139    -    3,284 

Commercial mortgage nonowner-occupied loans

   3,117      28      97          -          3,242          3,632    27    31    -    3,690 

Commercial construction loans

   4,553      -      -          -          4,553          4,657    -    -    -    4,657 

Commercial leases

   3,922      72      74          -          4,068          3,475    72    53    -    3,600 

Total commercial loans and leases

  $        53,612      1,290      1,486          7          56,395         $        57,581    901    1,076    13    59,571 

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, automobileindirect 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 while the performing versus nonperforming status is presented in the following table. Refer to the nonaccrual loans and leases section of Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 20172018 for additional delinquency and nonperforming information.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents a summary of the Bancorp’s residential mortgage and consumer portfolio segments, by class, disaggregated into performing versus nonperforming status as of:

 

     June 30, 2018   December 31, 2017   March 31, 2019   December 31, 2018 
($ in millions)       Performing       Nonperforming       Performing           Nonperforming    Performing   Nonperforming   Performing   Nonperforming 

Residential mortgage loans(a)

 $   15,450      28        15,424       30      $16,596    25    15,303    22 

Home equity

    6,528      71        6,940       74       6,355    80    6,332    70 

Automobile loans

    8,933      5        9,111       1    

Indirect secured consumer loans

   10,028    3    8,975    1 

Credit card

    2,243      27        2,273       26       2,361    27    2,444    26 

Other consumer loans

     1,981      1        1,559       -       2,487    2    2,341    1 

Total residential mortgage and consumer loans(a)

 $   35,135      132        35,307       131      $        37,827    137    35,395    120 
(a)

Excludes$162190and $137$179 of residential mortgage loans measured at fair value atJuneMarch 30, 201831, 2019 and December 31, 2017,2018, respectively.

Age Analysis of Past Due 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      

Current

Loans and

Leases(b)(c)

   Past Due        

90 Days Past

Due and Still

Accruing

 
As of June 30, 2018 ($ in millions)  Loans and
Leases(b)(c)
  30-89
Days(c)
  90 Days
or More(c)
  Total
Past Due
  Total Loans
and Leases
  Due and Still    
Accruing    
  

30-89

Days(c)

   

90 Days

or More(c)

   

Total

Past Due

   

Total Loans

and Leases

 
As of March 31, 2019 ($ in millions)  

Current

Loans and

Leases(b)(c)

   

90 Days Past

Due and Still

Accruing

 

Commercial loans and leases:

                          

Commercial and industrial loans

   $41,281     19    103    122        41,403      4           53    72    125    51,862 

Commercial mortgage owner-occupied loans

    3,384     1    6    7        3,391      -           4,384    16    12    28    4,412    8 

Commercial mortgage nonowner-occupied loans

    3,228     3    3    6        3,234      -           6,256    3    15    18    6,274    12 

Commercial construction loans

    4,687     -    -    -        4,687      -           5,230    1    -    1    5,231    - 

Commercial leases

    3,784     -    4    4        3,788      -           3,904    5    -    5    3,909    - 

Residential mortgage loans(a)

    15,382     24    72    96        15,478      44           16,512    36    73    109    16,621    48 

Consumer loans:

                              

Home equity

    6,482     66    51    117        6,599      -           6,300    78    57    135    6,435    1 

Automobile loans

    8,840     84    14    98        8,938      10        

Indirect secured consumer loans

   9,907    110    14    124    10,031    9 

Credit card

    2,198     36    36    72        2,270      31           2,301    44    43    87    2,388    38 

Other consumer loans

    1,972     8    2    10        1,982      -           2,468    18    3    21    2,489    1 

Total portfolio loans and leases

   $        91,238     241    291    532        91,770      89        

Total portfolio loans and leases(a)

  $        108,999    364    289    653    109,652    132(d) 
(a)

Excludes$162190 of residential mortgage loans measured at fair value atJuneMarch 30, 201831, 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 ofJuneMarch 30, 201831, 2019,$7197of these loans were30-89 days past due and$237262 were 90 days or more past due. The Bancorp recognized$1and $3 an immaterial amount of lossesduring the three and six months endedJuneMarch 30, 201831, 2019 due to claim denials and curtailments associated with these insured or guaranteed loans.

(c)

Includes accrual and nonaccrual loans and leases.

(d)

Total portfolio loans and leases 90 days past due and still accruing reflect a decrease of $4 million which occurred after the Bancorp’s Form8-K was filed on April 23, 2019.

    

Current

Loans and

Leases(b)(c)

   Past Due        

90 Days Past

Due and Still

Accruing

 
   

30-89

Days(c)

   

90 Days

or More(c)

   

Total

Past Due

   

Total Loans

and Leases

 
As of December 31, 2018 ($ in millions)

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 were30-89 days past due and $195 were 90 days or more past due. The Bancorp recognized $2 of losses during the three months ended March 31, 2018, respectively, due to claim denials and curtailments associated with these insured or guaranteed loans.

(c)

Includes accrual and nonaccrual loans and leases.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

    Current     Past Due             90 Days Past     
As of December 31, 2017 ($ in millions)  Loans and
Leases(b)(c)
   30-89
Days(c)
   90 Days
or More(c)
   Total
Past Due
   Total Loans
and Leases
  Due and Still
Accruing
 

Commercial loans and leases:

            

Commercial and industrial loans

  $41,027    42      101        143         41,170          3              

Commercial mortgage owner-occupied loans

   3,351    3      8        11         3,362          -              

Commercial mortgage nonowner-occupied loans

   3,235    -      7        7         3,242          -              

Commercial construction loans

   4,552    1      -        1         4,553          -              

Commercial leases

   4,065    3      -        3         4,068          -              

Residential mortgage loans(a)

   15,301    66      87        153         15,454          57              

Consumer loans:

            

Home equity

   6,888    70      56        126         7,014          -              

Automobile loans

   8,992    107      13        120         9,112          10              

Credit card

   2,230    36      33        69         2,299          27              

Other consumer loans

   1,554    5      -        5         1,559          -              

Total portfolio loans and leases

  $      91,195    333      305        638         91,833          97              
(a)

Excludes $137 of residential mortgage loans measured at fair value at December 31, 2017.

(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, 2017, $95 of these loans were30-89 days past due and $290 were 90 days or more past due. The Bancorp recognized $1 and $3 of losses during the three and six months ended June 30, 2017, respectively, 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 June 30, 2018 ($ in millions)  Unpaid
Principal
Balance
  Recorded
Investment
          ALLL        
As of March 31, 2019 ($ in millions)  Unpaid
Principal
Balance
   Recorded
Investment
 ALLL 

With a related ALLL:

              

Commercial loans and leases:

              

Commercial and industrial loans

   $248            204      63        $246    206   53 

Commercial mortgage owner-occupied loans

    4            3      1         9    9   1 

Commercial mortgage nonowner-occupied loans

    2            1      -         2    1   - 

Commercial leases

    29            29      11         25    24   8 

Restructured residential mortgage loans

    497            494      65         457    454   60 

Restructured consumer loans:

              

Home equity

    158            157      22         144    143   23 

Automobile loans

    6            6      1      

Indirect secured consumer loans

   5    5   1 

Credit card

    48            45      15         46    44   14 

Total impaired portfolio loans and leases with a related ALLL

   $992            939      178        $934    886   160 

With no related ALLL:

              

Commercial loans:

              

Commercial and industrial loans

   $147            124      -        $84    77   - 

Commercial mortgage owner-occupied loans

    15            12      -         18    18   - 

Commercial mortgage nonowner-occupied loans

    28            27      -         11    11   - 

Restructured residential mortgage loans

    314            294      -         297    280   - 

Restructured consumer loans:

              

Home equity

    90            87      -         80    79   - 

Automobile loans

    3            2      -      

Indirect secured consumer loans

   2    1   - 

Total impaired portfolio loans with no related ALLL

   $597            546      -        $492    466   - 

Total impaired portfolio loans and leases

   $        1,589            1,485  (a)     178        $        1,426    1,352(a)   160 
(a)

Includes$10459,$773724 and$251226, respectively, of commercial, residential mortgage and consumer portfolio TDRs on accrual status and$173159,$1510 and$46, respectively, of commercial, residential mortgage and consumer portfolio TDRs on nonaccrual status atJuneMarch 30, 201831, 2019.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

As of December 31, 2017 ($ in millions)  

Unpaid

Principal

Balance

   Recorded
Investment
        ALLL       

With a related ALLL:

     

Commercial loans and leases:

     

Commercial and industrial loans

  $433              358       87       

Commercial mortgage owner-occupied loans

   16              14       7       

Commercial mortgage nonowner-occupied loans

   4              3       -       

Commercial leases

   4              4       -       

Restructured residential mortgage loans

   469              465       64       

Restructured consumer loans:

     

Home equity

   172              172       27       

Automobile loans

   8              7       1       

Credit card

   52              45       14       

Total impaired portfolio loans and leases with a related ALLL

  $1,158              1,068       200       

With no related ALLL:

     

Commercial loans:

     

Commercial and industrial loans

  $151              131       -       

Commercial mortgage owner-occupied loans

   18              15       -       

Commercial mortgage nonowner-occupied loans

   35              35       -       

Restructured residential mortgage loans

   218              200       -       

Restructured consumer loans:

     

Home equity

   97              94       -       

Automobile loans

   2              2       -       

Total impaired portfolio loans with no related ALLL

  $521              477       -       

Total impaired portfolio loans and leases

  $            1,679              1,545  (a)        200       

As of December 31, 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:

     

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 with no related ALLL

  $536    504   - 

Total impaired portfolio loans and leases

  $        1,382    1,291 (a)   141 
(a)

Includes $249, $652$60, $724 and $275,$237, respectively, of commercial, residential mortgage and consumer portfolio TDRs on accrual status and $150, $13$147, $12 and $45,$41, respectively, of commercial, residential mortgage and consumer portfolio TDRs on nonaccrual status at December 31, 2017.2018.

The following tables summarize the Bancorp’s average impaired portfolio loans and leases, by class, and interest income, by class:

      For the three months ended
June 30, 2018
 For the six months ended
June 30, 2018
  

 

 

 

 

 

 

 

($ in millions)    Average
Recorded
Investment
 

Interest

Income
    Recognized    

     Average
    Recorded
    Investment
  Interest
Income
Recognized

Commercial loans and leases:

      

Commercial and industrial loans

 $  417       5           439                        10   

Commercial mortgage owner-occupied loans

   16       -           20        -   

Commercial mortgage nonowner-occupied loans

   29       -           32        -   

Commercial leases

   18       -           14        -   

Restructured residential mortgage loans

   799       8           732        14   

Restructured consumer loans:

      

Home equity

   248       3           253        6   

Automobile loans

   8       -           9        -   

Credit card

    46       1           47        2   

Total average impaired portfolio loans and leases

 $            1,581       17           1,546        32   

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The following table summarizes the Bancorp’s average impaired portfolio loans and leases, by class, and interest income, by class:

      For the three months ended
June 30, 2017
  For the six months ended
June 30, 2017
  

 

 

 

  

 

 

 

($ in millions)    Average
Recorded
Investment
  

Interest

Income
    Recognized    

  Average
Recorded
    Investment    
  Interest    
Income    
Recognized    

Commercial loans and leases:

        

Commercial and industrial loans

 $  635        1          668          2 

Commercial mortgage owner-occupied loans(a)

   38        -          42          - 

Commercial mortgage nonowner-occupied loans

   66        -          73          1 

Commercial leases

   2        -          3          - 

Restructured residential mortgage loans

   654        6          653          12 

Restructured consumer loans:

        

Home equity

   287        3          293          6 

Automobile loans

   12        -          13          - 

Credit card

    49        1          51          2 

Total average impaired loans and leases

 $          1,743        11          1,796          23 
(a)

Excludes five restructured loans associated with a consolidated VIE in which the Bancorp had no continuing credit risk due to the risk being assumed by a third party, with an average recorded investment of $26 for both the three and six months ended June 30, 2017. An immaterial amount of interest income was recognized during the six months ended June 30, 2017. Refer to Note 9 for further discussion on the deconsolidation of the VIE associated with these loans in the third quarter of 2017.

    For the three months ended
March 31, 2019
        For the three months ended
March 31, 2018
 
($ in millions)  Average
Recorded
Investment
   Interest
Income
Recognized
        Average
Recorded
Investment
   Interest
Income
Recognized
 

Commercial loans and leases:

          

Commercial and industrial loans

  $258    2      497    5 

Commercial mortgage owner-occupied loans

   19    -      22    - 

Commercial mortgage nonowner-occupied loans

   13    -      34    - 

Commercial leases

   23    1      6    - 

Restructured residential mortgage loans

   734    7      665    6 

Restructured consumer loans:

          

Home equity

   224    3      258    3 

Indirect secured consumer loans

   6    -      9    - 

Credit card

   44    1         48    1 

Total average impaired portfolio loans and leases

  $        1,321    14         1,539    15 

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 and credit card 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.

The following table presents the Bancorp’s nonaccrual loans and leases, by class, and OREO and other repossessed property as of:

 

($ in millions)    June 30,
2018
  December 31,  
2017  
   
March 31,
2019
 
 
   
December 31,
2018
 
 

Commercial loans and leases:

        

Commercial and industrial loans

 $    263        276       $260    193 

Commercial mortgage owner-occupied loans

   10        19        28    11 

Commercial mortgage nonowner-occupied loans

   3        7        3    2 

Commercial leases

  29        4        22    22 

Total nonaccrual portfolio commercial loans and leases

  305        306        313    228 

Residential mortgage loans

   28        30        25    22 

Consumer loans:

        

Home equity

   71        74        80    69 

Automobile loans

   5        1     

Indirect secured consumer loans

   3    1 

Credit card

   27        26        27    27 

Other consumer loans

  1        -        2    1 

Total nonaccrual portfolio consumer loans

  104        101        112    98 

Total nonaccrual portfolio loans and leases(a)(b)

 $    437        437       $        450    348 

OREO and other repossessed property

  43        52        48    47 

Total nonperforming portfolio assets(a)(b)

 $        480        489       $498    395 
(a)

Excludes$2314and $6$16 of nonaccrual loans held for sale atJuneMarch 30, 201831, 2019 and December 31, 2017,2018, respectively.

(b)

Includes$411and $3$6of nonaccrual government insured commercial loans whose repayments are insured by the SBA atJuneMarch 30, 201831, 2019 and December 31, 2017,2018, respectively, of which$26 and $3$2 are restructured nonaccrual government insured commercial loans atJuneMarch 30, 201831, 2019and December 31, 2017,2018, respectively.

The Bancorp’s recorded investment 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 $189$214 million and $235$153 million as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively.

Troubled Debt Restructurings

If a borrower is experiencing financial difficulty, the Bancorp may consider, in certain circumstances, modifying the terms of their loan to maximize collection of amounts due. Within each of the Bancorp’s loan classes, TDRs typically involve either a reduction of the 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 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 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 20172018 for information on the Bancorp’s ALLL methodology. Upon modification of a loan, the Bancorp measures the related impairment as 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 because it is probable that all cash flows will be collected under the modified terms of the loan.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

In addition, if the stated interest rate was increased in a TDR, the cash flows on the modified loan, using thepre-modification interest rate as the discount rate, often exceed the recorded investment of the loan. Conversely, upon a modification that reduces the stated interest rate on a loan, 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 to the ALLL.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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 $29 million and $69$66 million, respectively, as of June 30, 2018March 31, 2019 compared with $53$24 million and $78$67 million, respectively, as of December 31, 2017.2018.

The following tables provide a summary of loans and leases, by class, modified in a TDR by the Bancorp during the three months ended:

 

June 30, 2018 ($ in millions)(a)  Number of Loans
Modified in a TDR
During the Period(b)
     

Recorded Investment
in Loans Modified

in a TDR

During the Period

   

(Decrease)
Increase

to ALLL Upon
Modification

   Charge-offs
Recognized Upon
Modification
 
March 31, 2019 ($ in millions)(a)  Number of Loans
Modified in a TDR
During the Period(b)
   Recorded Investment
in Loans Modified
in a TDR
During the Period
   (Decrease)
Increase
to ALLL Upon
Modification
 Charge-offs
Recognized Upon
Modification
 

Commercial loans:

                 

Commercial and industrial loans

   13      $              64        (4)         -           13    $                    34    (5  - 

Commercial mortgage owner-occupied loans

   3    4    -   - 

Residential mortgage loans

   537      91        2         -           136    18    -   - 

Consumer loans:

                 

Home equity

   29      2        -         -           21    1    -   - 

Automobile loans

   19      -        -         -        

Indirect secured consumer loans

   29    -    -   - 

Credit card

   1,675      9        2         1           1,409    8    2   1 

Total portfolio loans

   2,273      $            166        -         1           1,611    $                    65    (3  1 
(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.

 

June 30, 2017 ($ in millions)(a)  Number of Loans
Modified in a TDR
During the Period(b)
     

Recorded Investment
in Loans Modified

in a TDR

During the Period

   

Increase

to ALLL Upon
Modification

   Charge-offs
Recognized Upon
Modification
 

Commercial loans:

          

Commercial and industrial loans

   17      $              56        1           4        

Commercial mortgage owner-occupied loans

   2      6        5           -        

Commercial mortgage nonowner-occupied loans

   1      -        -           -        

Residential mortgage loans

   199      28        1           -        

Consumer loans:

          

Home equity

   44      3        -           -        

Automobile loans

   15      -        -           -        

Credit card

   2,152      10        2           1        

Total portfolio loans

   2,430      $            103        9           5        
(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.

The following tables provide a summary of loans and leases, by class, modified in a TDR by the Bancorp during the six months ended:

June 30, 2018 ($ in millions)(a)  Number of Loans
Modified in a TDR
During the Period(b)
     

Recorded Investment
in Loans Modified

in a TDR

During the Period

   Increase
(Decrease)
to ALLL Upon
Modification
   Charge-offs
Recognized Upon
Modification
 

Commercial loans:

          

Commercial and industrial loans

   25      $            135        9          -       

Commercial mortgage owner-occupied loans

   2      -        -          -       

Residential mortgage loans

   784      124        3          -       

Consumer loans:

          

Home equity

   54      4        -          -       

Automobile loans

   39      -        -          -       

Credit card

   3,640      19        4          1       

Total portfolio loans

   4,544      $            282        16          1       
(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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

June 30, 2017 ($ in millions)(a) Number of Loans
Modified in a TDR
During the Period(b)
     Recorded Investment    
in Loans and Leases
Modified in a TDR
During the Period
 

Increase

    to ALLL Upon    
Modification

 Charge-offs
Recognized Upon
Modification
 

Commercial loans and leases:

    
March 31, 2018 ($ in millions)(a)  Number of Loans
Modified in a TDR
During the Period(b)
   Recorded Investment
in Loans Modified
in a TDR
During the Period
   Increase
to ALLL Upon
Modification
   Charge-offs
Recognized Upon
Modification
 

Commercial loans:

        

Commercial and industrial loans

 50  $          153            2             6          12    $                      72    13    - 

Commercial mortgage owner-occupied loans

 7  8            5              -          2    -    -    - 

Commercial mortgage nonowner-occupied loans

 2   -             -              -       

Residential mortgage loans

 402  57            3              -          247    33    1    - 

Consumer loans:

            

Home equity

 75  5             -              -          25    2    -    - 

Automobile loans

 45   -             -              -       

Indirect secured consumer loans

   20    -    -    - 

Credit card

 3,908  17            3             1          1,965    10    2    - 

Total portfolio loans and leases

 4,489  $          240            13             7       

Total portfolio loans

   2,271    $                    117    16    - 
(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.

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 review for impairment, loss rates that are applied for purposes of determining the ALLL include historical losses associated with subsequent defaults on loans previously modified in a TDR. For consumer loans, the Bancorp performs a qualitative assessment 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). When a residential mortgage, home equity, automobileindirect 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 impairment loss is generally limited to the expected net proceeds from the sale of the loan’s underlying collateral and any resulting impairment loss is reflected as acharge-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.

The following tables provide a summary of TDRs that subsequently defaulted during the three months ended June 30,March 31, 2019 and 2018 and 2017 and were within twelve12 months of the restructuring date:

 

June 30, 2018 ($ in millions)(a)  Number of
Contracts
     Recorded
  Investment
 

Commercial loans:

    

Commercial and industrial loans

   2   $28          

Residential mortgage loans

   62    13          

Consumer loans:

    

Credit card

   137    1          

Total portfolio loans

   201   $                    42           
(a)

Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.

June 30, 2017 ($ in millions)(a)  Number of
Contracts
     Recorded
  Investment
 

Commercial loans:

    

Commercial and industrial loans

   2   $15          

Commercial mortgage nonowner-occupied loans

   3    1          

Residential mortgage loans

   26    3          

Consumer loans:

    

Home equity

   6    1          

Credit card

   387    2          

Total portfolio loans

   424   $                      22           
(a)

Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.

The following tables provide a summary of TDRs that subsequently defaulted during the six months ended June 30, 2018 and 2017 and were within twelve months of the restructuring date:

June 30, 2018 ($ in millions)(a)  Number of
Contracts
   

  Recorded

  Investment

 

Commercial loans:

    

Commercial and industrial loans

   3   $29          

Commercial mortgage owner-occupied loans

   2    -          

Residential mortgage loans

   110    20          

Consumer loans:

    

Home equity

   2    -          

Credit card

   379    2          

Total portfolio loans

   496   $                      51           
(a)

Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

June 30, 2017 ($ in millions)(a)  Number of
Contracts
   

  Recorded

  Investment

 
March 31, 2019 ($ in millions)(a)  Number of
Contracts
   Recorded
Investment
 

Commercial loans:

        

Commercial and industrial loans

      $16               2   $16 

Commercial mortgage nonowner-occupied loans

       1            

Residential mortgage loans

   83     12               76    12 

Consumer loans:

        

Home equity

   11     2               4    - 

Credit card

   837     4               283    2 

Total portfolio loans

   938    $                      35                365   $        30 
(a)

Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

7.

March 31, 2018 ($ in millions)(a)  Number of
Contracts
   Recorded
Investment
 

Commercial loans:

    

Commercial and industrial loans

   1   $1 

Commercial mortgage owner-occupied loans

   2    - 

Residential mortgage loans

   48    7 

Consumer loans:

    

Home equity

   2    - 

Credit card

   242    1 

Total portfolio loans

   295   $9 
(a)

Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

8. Bank Premises and Equipment

The following table provides a summary of bank premises and equipment as of:

 

($ in millions)      June 30, 2018        December 31, 2017       March 31, 2019   December 31, 2018 

Land and improvements(a)

 $     599           644                 $660    586 

Buildings(a)

    1,616           1,679                  1,590    1,547 

Equipment

    1,936           1,876                  2,053    1,987 

Leasehold improvements

    396           399                  422    403 

Construction in progress(a)

    85           93                  98    81 

Bank premises and equipment held for sale:

         

Land and improvements

    24           17                  47    25 

Buildings

    10           9                  27    14 

Equipment

    3           1                  4    3 

Accumulated depreciation and amortization

    (2,754)          (2,715)                         (2,809)    (2,785

Total bank premises and equipment

 $     1,915                           2,003                  $2,092    1,861 
(a)

AtJuneMarch 30, 201831, 2019 and December 31, 2017,2018, land and improvements, buildings and construction in progress included$5557 and $91,$55, respectively, associated with parcels of undeveloped land intended for future branch expansion.

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”). As of June 30, 2018,March 31, 2019, the Bancorp had identified 29 specifichas closed 31 branches for closure under the 2018 Branch Optimization Plan with these closures expected to be completed prior to December 31, 2018. ThePlan. During the first quarter of 2019 the Bancorp expects to identify the remainingidentified an additional 21 branches tothat will be closed underin the 2018 Branch Optimization Plan over the next 12 to 18 months.second half of 2019. As part of the adoption of the 2018 Branch Optimization Plan, the Bancorp has also elected to sell 21 parcels of land which had previously been held for future branch expansion.

As a result of the adoptionMB Financial, Inc. acquisition as of March 31, 2019, the Bancorp has identified 46 branches in the Chicago market that are expected to be closed in the second half of 2019. These 46 branches, which are not part of the 2018 Branch Optimization Plan, duringare in addition to the second quarter of 2018,branch in the Chicago market that the Bancorp performedclosed in November 2018. These 46 branches include 9 branches with a fair value, less cost to sell, of $10 million that were acquired from MB Financial, Inc. and classified as held for sale by the Bancorp at March 31, 2019. In addition to the identified branches, the Bancorp has identified 10 othernon-branch locations with a fair value, less cost to sell, of $11 million that were acquired from MB Financial, Inc. and classified as held for sale by the Bancorp at March 31, 2019.

The Bancorp performs assessments of the recoverability of the following long-lived assets for which the Bancorp believeswhen events or changes in circumstances indicate that it is more likely thantheir carrying values may not that the assets will be disposed of significantly before the end of their previously estimated useful lives:

29 branches specifically identified for closure prior to December 31, 2018

128 branches from which the remaining closures under the 2018 Branch Optimization Plan are expected to be selected

21 parcels of land that the Bancorp has elected to sell

recoverable. Impairment losses associated with such assessments and lower of cost or market adjustments were $33$20 million and $41$8 million for the three and six months ended June 30,March 31, 2019 and 2018, respectively,respectively. The first quarter of 2019 impairment charge included $14 million associated with Fifth Third branches in the Chicago market that have been assessed for impairment as a result of the MB Financial, Inc. acquisition and $2$3 million and $5 millionassociated with the additional 21 branches identified for closure during the three and six months ended June 30, 2017, respectively.first quarter of 2019 under the 2018 Branch Optimization Plan. The recognized impairment losses were recorded in other noninterest income in the Condensed Consolidated Statements of Income.

8. Intangible Assets

Intangible assets consist of core deposit intangibles, customer relationships,non-compete agreements, trade names and rent intangibles. Intangible assets are amortized on either a straight-line or an accelerated basis over their estimated useful lives. The increase in gross carrying amount of intangible assets from the year ended December 31, 2017 primarily reflects acquisition activity during the first quarter of 2018.

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

($ in millions)  

Gross Carrying

Amount

       Accumulated        
    Amortization         
   Net Carrying        
Amount        
 

As of June 30, 2018

      

Core deposit intangibles

  $34                      (29)                5             

Customer relationships

   20                      (1)                19             

Non-compete agreements

   14                      (11)                3             

Other

   6                      (3)                3             

Total intangible assets

  $74                      (44)                30             

As of December 31, 2017

      

Core deposit intangibles

  $34                      (29)                5             

Customer relationships

   16                  -                  16             

Non-compete agreements

   13                      (10)                3             

Other

   6                      (3)                3             

Total intangible assets

  $                    69                       (42)                27             

As of June 30, 2018, all of the Bancorp’s intangible assets were being amortized. Amortization expense recognized on intangible assets was $1 million and immaterial for the three months ended June 30, 2018 and 2017, respectively, and $2 million and $1 million for the six months ended June 30, 2018 and 2017, respectively. The Bancorp’s projection of amortization expense shown in the following table is based on existing balances as of June 30, 2018. Future amortization expense may vary from these projections.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Estimated amortization expense9. Operating Lease Equipment

Operating lease equipment was $908 million and $518 million at March 31, 2019 and December 31, 2018, respectively. Lease income relating to lease payments for operating leases was $21 million and $23 million for the three months ended March 31, 2019 and 2018, 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, the Bancorp did not recognize impairment losses associated with operating lease assets for the three months ended March 31, 2019 and recognized $2 million of impairment losses for the three months ended March 31, 2018. The recognized impairment losses were recorded in corporate banking revenue in the Condensed Consolidated Statements of Income.

The following table presents undiscounted future lease payments for operating leases for the remainder of 20182019 through 2022 is as follows:2024 and thereafter:

 

($ in millions)      Total             

Remainder of 2018

 $     3             

2019

    5             
As of March 31, 2019 ($ in millions)  Undiscounted Cash
Flows
 

Remainder of 2019

  $139 

2020

    3                140 

2021

    3                109 

2022

    2                81 

2023

   60 

2024

   37 

Thereafter

   68 

Total operating lease payments

  $        634 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

9.10. Lease Obligations - Lessee

The Bancorp leases certain banking centers, ATM sites, land for owned buildings and equipment. Substantially all of the Bancorp’s leases include options to renew and the exercise of lease renewal options is at the Bancorp’s discretion. At the lease commencement date, the Bancorp assesses whether it is reasonably certain to exercise the renewal option by considering all economic factors relevant to the contract. If the Bancorp is reasonably certain to exercise the option, the renewal period is included in the lease term in measuring theright-of-use asset and lease liability at the commencement of the lease.

The Bancorp’s lease agreements typically do not contain any residual value guarantees or any material restrictive covenants. The Bancorp has elected not to recognize leases with an initial term of 12 months or less (“short-term leases”) on the Condensed Consolidated Balance Sheets.

The Bancorp recognizes lease costs associated with operating leases in the Condensed Consolidated Statements of Income on a straight-line basis over the remaining lease term unless there is another systematic and rational basis that better reflects how the benefits of the underlying asset are consumed over the lease term. Variable lease payments associated with operating leases are recognized in the period in which the obligation for those payments is incurred.

After the commencement of a finance lease, the Bancorp measures its lease liability by 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. Theright-of-use asset associated with a 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 asset are consumed over the lease term. The period over which theright-of-use 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.

The following table provides a summary of lease assets and lease liabilities as of:

($ in millions)  Condensed Consolidated Balance Sheets Caption  March 31, 2019 

Assets

    

Operating leaseright-of-use assets

  Other assets  $        475 

Finance leaseright-of-use assets

  Bank premises and equipment   17 

Totalright-of-use assets(a)

     $492 

Liabilities

    

Operating lease liabilities

  Accrued taxes, interest and expenses  $545 

Finance lease liabilities

  Long-term debt   17 

Total lease liabilities

     $562 
(a)

Finance and operating leaseright-of-use assets are recorded net of accumulated amortization of $18 and $22 as of March 31, 2019, respectively.

The following table presents the components of lease costs for the three months ended:

($ in millions)  Condensed Consolidated Statements of Income Caption  March 31, 2019 

Lease costs

    

Amortization ofright-of-use assets

  Net occupancy and equipment expense  $1 

Interest on lease liabilities

  Interest on long-term debt   - 

Total finance lease costs

     $1 

Operating lease cost

  Net occupancy expense  $22 

Short-term lease cost

  Net occupancy expense   - 

Variable lease cost

  Net occupancy expense   8 

Sublease income

  Net occupancy expense   (1

Total operating lease costs

     $        29 

Total lease costs

     $30 

The following table presents undiscounted cash flows for both operating leases and finance leases for the remainder of 2019 through 2024 and thereafter as well as a reconciliation of the undiscounted cash flows to the total lease liabilities as follows:

As of March 31, 2019 ($ in millions)  Operating
Leases
   Finance
Leases
   Total 

Remainder of 2019

  $75    4    79 

2020

   88    5    93 

2021

   75    4    79 

2022

   67    4    71 

2023

   59    -    59 

2024

   51    -    51 

Thereafter

   225    2    227 

Total undiscounted cash flows

  $640    19    659 

Less: Difference between undiscounted cash flows and discounted cash flows

   (95   (2   (97

Present value of lease liabilities

  $        545    17    562 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents the weighted-average remaining lease term and weighted-average discount rate as of:

March 31, 2019

Weighted-average remaining lease term (years)

Operating leases

9.09

Finance leases

4.59

Weighted-average discount rate

Operating leases

3.28

Finance leases

5.83

The following table presents information related to lease transactions for the three months ended:

($ in millions)March 31, 2019

Cash paid for amounts included in the measurement of lease liabilities(a)

Operating cash flows from operating leases

$        21

Operating cash flows from finance leases

-

Financing cash flows from finance leases

1

(Gains) and losses on sale and leaseback transactions, net

-
(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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

11. Goodwill

Business combinations entered into by the Bancorp typically result in the recognition of goodwill. Acquisition activity includes acquisitions in the respective period in addition to purchase accounting adjustments related to previous acquisitions. On March 22, 2019 the Bancorp completed its acquisition of MB Financial, Inc. In connection with the acquisition, the Bancorp recorded $1.8 billion of goodwill. Due to the timing of the acquisition, the Bancorp is in the process of completing its analysis of the allocation of the goodwill across its four business segments, therefore goodwill is presented as part of General Corporate and Other as of March 31, 2019.

Changes in the net carrying amount of goodwill, by reporting unit, for the three months ended March 31, 2019 and the year ended December 31, 2018 were as follows:

($ in millions)  Commercial
Banking
  Branch
Banking
   Consumer
Lending
  Wealth
and Asset
Management
   General
Corporate
and Other
   Total 

Goodwill

  $        1,363   1,655    215   177    -    3,410 

Accumulated impairment losses

   (750  -    (215  -    -    (965

Net carrying value as of December 31, 2017

  $613   1,655    -   177    -    2,445 

Acquisition activity

   17   -    -   16    -    33 

Net carrying value as of December 31, 2018

  $630   1,655    -   193    -    2,478 

Acquisition activity

   -   -    -   -    1,843    1,843 

Net carrying value as of March 31, 2019

  $630   1,655    -   193    1,843    4,321 

12. Intangible Assets

Intangible assets consist of core deposit intangibles, customer relationships,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.

On March 22, 2019, the Bancorp completed its acquisition of MB Financial, Inc. In connection with the acquisition, the Bancorp recorded a $183 million core deposit intangible asset with a weighted-average amortization period of 6.8 years. The fair value of the core deposit intangible is preliminary and subject to change as additional information becomes available. Due to the timing of the acquisition, the Bancorp is in the process of identifying and valuing other intangible assets acquired in the MB Financial, Inc. transaction.

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

($ in millions)  Gross Carrying
Amount
   Accumulated
Amortization
  Net Carrying
Amount
 

As of March 31, 2019

     

Core deposit intangibles

  $216    (31  185 

Customer relationships

   31    (3  28 

Non-compete agreements

   13    (11  2 

Other

   5    (2  3 

Total intangible assets

  $        265    (47  218 

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 March 31, 2019, all of the Bancorp’s intangible assets were being amortized. Amortization expense recognized on intangible assets was $3 million and $1 million for the three months ended March 31, 2019 and 2018, respectively. The Bancorp’s projections of amortization expense shown in the following table is based on existing balances as of March 31, 2019. Future amortization expense may vary from these projections.

Estimated amortization expense for the remainder of 2019 through 2023 is as follows:

($ in millions)  Total 

Remainder of 2019

  $        42 

2020

   47 

2021

   39 

2022

   30 

2023

   22 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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 following tables provide a summary of the classifications of consolidated VIE assets, liabilities and noncontrolling interests included in the Condensed Consolidated Balance Sheets for automobile loan securitizations as of:

 

June 30, 2018 ($ in millions)       Automobile Loan
Securitizations
   

        CDC        

        Investments        

       Total     
($ in millions)  March 31, 2019 December 31, 2018 

Assets:

             

Other short-term investments

  $     47               -           47   $39  40 

Commercial mortgage loans

     -               20           20 

Automobile loans

     888               -           888 

Indirect secured consumer loans

   573  668 

ALLL

     (5)              -           (5   (3 (4

Other assets

      5               -           5    3  5 

Total assets

  $     935               20           955   $        612  709 

Liabilities:

             

Other liabilities

  $     2               -           2   $1  1 

Long-term debt

      830               -           830    510  606 

Total liabilities

  $     832               -           832   $511  607 

Noncontrolling interests

  $     -               20           20 
            
December 31, 2017 ($ in millions)       Automobile Loan
Securitizations
   

    CDC

    Investments

       Total     

Assets:

          

Other short-term investments

  $     62               -           62 

Commercial mortgage loans

     -               20           20 

Automobile loans

     1,277               -           1,277 

ALLL

     (6)              -           (6

Other assets

      7               -           7 

Total assets

  $     1,340               20           1,360 

Liabilities

          

Other liabilities

  $     2               -           2 

Long-term debt

      1,190               -           1,190 

Total liabilities

  $     1,192               -           1,192 

Noncontrolling interests

  $     -               20           20 

Automobile loan securitizations

In a securitization transaction that occurred in the third quarter of 2017, theThe Bancorp transferred an aggregate amount of $1.1 billion in consumer automobile loans to a bankruptcy remote trust which was deemed to be a VIE. This trust then subsequently issued approximately $1.0 billion of asset-backed notes, of which approximately $261 million were retained by the Bancorp. Additionally, in prior years the Bancorphas previously completed securitization transactions in which the Bancorp transferred certain consumer automobile loans to bankruptcy remote trusts which were also deemed to be VIEs. 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. Third-party holders of the 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.

For further information on a subsequent event related to automobile loan securitizations, refer to Note 27.

Non-consolidated VIEs

The following tables provide a summary of assets and liabilities carried on the Condensed Consolidated Balance Sheets related tonon-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:

March 31, 2019 ($ in millions)  Total
Assets
   Total
Liabilities
   Maximum
Exposure
 

CDC investments

  $1,202    386    1,202 

Private equity investments

   86    -    165 

Loans provided to VIEs

           2,335    -    3,672 

Lease pool entities

   67    -    67 
      

December 31, 2018 ($ in millions)

   
Total
Assets
 
 
   
Total
Liabilities
 
 
   
Maximum
Exposure
 
 

CDC investments

  $1,198    376    1,198 

Private equity investments

   41    -    73 

Loans provided to VIEs

   2,331    -    3,617 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

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 generallyco-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. As a limited partner/investor member, the Bancorp has no substantive kick-out or substantive participating rights over the managing member. 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’s subsidiaries serve as the managing member of certain LLCs invested in business revitalization projects and have the right to make decisions that most significantly impact the economic performance of the LLCs. Additionally, the investor members do not hold substantivekick-out rights or substantive participating rights over the managing member. The Bancorp has provided an indemnification guarantee to the investor member of these LLCs related to the qualification of tax credits generated by the investor members’ investment. Accordingly, the Bancorp concluded that it is the primary beneficiary and, therefore, has consolidated these VIEs. As a result, the investor members’ interests in these VIEs are presented as noncontrolling interests in the Condensed Consolidated Financial Statements. This presentation includes reporting separately the equity attributable to the noncontrolling interests in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Changes in Equity and reporting separately the comprehensive income attributable to the noncontrolling interests in the Condensed Consolidated Statements of Comprehensive Income and the net income attributable to the noncontrolling interests in the Condensed Consolidated Statements of Income.

During the third quarter of 2017, the Bancorp’s indemnification guarantee for one of the CDC investments for which a Bancorp subsidiary served as the managing member expired and the Bancorp transferred its remaining ownership interest in the VIE to the investor member thus removing the Bancorp from future operations of the VIE. As a result, the Bancorp deconsolidated the VIE during the third quarter of 2017 resulting in a decrease of $27 million in commercial mortgage loans, a decrease of $20 million in ALLL associated with the commercial mortgage loans and a decrease of $18 million in indemnification guarantee exposure. The Bancorp’s maximum exposure related to the remaining indemnifications at June 30, 2018 and December 31, 2017 was $19 million and $17 million, respectively, which is based on an amount required to meet the investor member’s defined target rate of return.

Non-consolidated VIEs

The following tables provide a summary of assets and liabilities carried on the Condensed Consolidated Balance Sheets related tonon-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:

June 30, 2018 ($ in millions)  

Total     

Assets    

         Total      
       Liabilities      
   Maximum      
Exposure      
 

CDC investments

   $             1,213        363              1,213          

Private equity investments

   70        -              112          

Loans provided to VIEs

   1,885        -              3,124          
                
December 31, 2017 ($ in millions)  

Total     

Assets    

         Total      
       Liabilities      
   Maximum      
Exposure      
 

CDC investments

   $             1,376        355              1,376          

Private equity investments

   102        -              150          

Loans provided to VIEs

   1,845        -              2,910          

CDC investments

As noted previously, CDC typically invests in VIEs as a limited partner or investor member in the form of equity contributions and has no substantivekick-out or substantive participating rights over the managing member. 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. Accordingly,For information regarding the Bancorp accountsBancorp’s accounting for these investments, underrefer to Note 1 of the equity method of accounting.Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2018.

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

At June 30, 2018both March 31, 2019 and December 31, 2017,2018, the Bancorp’s CDC investments included $1.2$1.1 billion and $1.3 billion, respectively, of investments in affordable housing tax credits recognized in other assets in the Condensed Consolidated Balance Sheets. The unfunded commitments related to these investments were $362$384 million and $355$374 million at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. The unfunded commitments as of June 30, 2018March 31, 2019 are expected to be funded from 20182019 to 2034.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The Bancorp has accounted for all of its qualifying LIHTC investments in qualified affordable housing tax credits using the equityproportional amortization method of accounting. The following table summarizes the impact to the Condensed Consolidated Statements of Income relating to investments in qualified affordable housing investments:

 

  Condensed Consolidated     For the three months ended    
June 30,
     For the six months ended    
June 30,
   Condensed Consolidated    For the three months ended March 31, 
($ in millions)  Statements of Income Caption    2018   2017 2018       2017       Statements of Income Caption(a)  2019   2018 

Pre-tax investment and impairment losses(a)

  Other noninterest expense   $    46       35      91       72    

Proportional amortization

  Applicable income tax expense    $37    41 

Tax credits and other benefits

  Applicable income tax expense    (51)      (56)         (103)          (112)     Applicable income tax expense              (44   (52
(a)

The Bancorp did not recognize impairment losses resulting from the forfeiture or ineligibility of tax credits or other circumstances during both the three and six months endedJuneMarch 30, 201831, 2019 and 2017.2018.

Private equity investments

The Bancorp, through Fifth Third Capital Holdings, a wholly-owned indirect subsidiary of 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-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 Bancorp, as a limited partner, does not have substantive participating or substantivekick-out rights over the general partner. Therefore, the Bancorp accounts for its investments in these limited partnerships under the equity method of accounting.

The Bancorp is exposed to losses arising from the negative performance of the underlying investments in the private equity investments. As a limited partner, the Bancorp’s maximum exposure to loss is limited to the carrying amounts of the investments plus unfunded commitments. The carrying amounts of these investments, which are included in other assets in the Condensed Consolidated Balance Sheets, are included in the previous tables. Also, at June 30, 2018March 31, 2019 and December 31, 2017,2018, the unfunded commitment amounts to the funds were $42$79 million and $48$32 million, respectively. As part of previous commitments, the Bancorp made capital contributions to private equity investments of $2$1 million and an immaterial amount$3 million during the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively and $5 million and $7 million during the six months ended June 30, 2018 and 2017, respectively. The Bancorp recognized $2zero and $4 million and zero of OTTI primarily associated with certain nonconforming investments affected by the Volcker Rule during the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and $6 million and zero during the six months ended June 30, 2018 and 2017.respectively. Refer to Note 2125 for further information.

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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The sponsor/administrator of the entities is responsible for servicing the underlying assets in the VIEs. Because the sponsor/administrator, not the Bancorp, holds the servicing responsibilities, which include the establishment and employment of default mitigation policies and procedures, the Bancorp does not hold the power to direct the activities that most significantly impact the economic performance of the entity and, therefore, is not the primary beneficiary.

The principal risk to which these entities are exposed is credit risk related to the underlying assets. The Bancorp’s maximum exposure to loss is equal to the carrying amounts of the loans and unfunded commitments to the VIEs. The Bancorp’s outstanding loans to these VIEs are included in commercial loans in Note 5.6. As of June 30, 2018both March 31, 2019 and December 31, 2017,2018, the Bancorp’s unfunded commitments to these entities were $1.2 billion and $1.1 billion, respectively.$1.3 billion. 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

As a result of the acquisition of MB Financial, Inc., the Bancorpco-invested 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 theday-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 apre-defined rate of return, before the other member may receive distributions. The leasing company is also entitled to the return of its investment plus apre-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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

10.14. Sales of Receivables and Servicing Rights

Residential Mortgage Loan Sales

The Bancorp sold fixed and adjustable-rate residential mortgage loans during both the three and six months ended June 30, 2018March 31, 2019 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 annual servicing fees based on a percentage of the outstanding balance. The Bancorp identifies classes of servicing assets based on financial asset type and interest rates.

Information related to residential mortgage loan sales and the Bancorp’s mortgage banking activity, which is included in mortgage banking net revenue in the Condensed Consolidated Statements of Income, is as follows:

 

      For the three months ended 
                 March 31,             
     For the three months ended 
June 30,
     For the six months ended    
June 30,
    

 

 

 
($ in millions)    2018 2017    2018 2017      2019    2018     

Residential mortgage loan sales(a)

 $ 1,474  1,518  2,474   3,147      $   1,162    1,000     

Origination fees and gains on loan sales

       28      37       52   66                     25                    24     

Gross mortgage servicing fees

        54      49     106    97      55    53     
(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 Condensed Consolidated Statements of Income.

The following table presents changes in the servicing rights related to residential mortgage loans for the sixthree months ended June 30:March 31:

 

($ in millions)  2018   2017    2019    2018 

Balance, beginning of period

  $                858                      744       $938    858     

Servicing rights originated - residential mortgage loans

   35      66        24    16     

Servicing rights acquired - residential mortgage loans

   50      109            24     

Servicing rights obtained in acquisition - residential mortgage loans

   263    -      

Changes in fair value:

                                                            

Due to changes in inputs or assumptions(a)

   78      (13)        (57)    57     

Other changes in fair value(b)

   (62)      (57)        (27)    (29)    

Balance, end of period

  $959      849       $1,141    926     
(a)

Primarily reflects changes in prepayment speed and OAS spread 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 anon-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 variousavailable-for-sale and trading 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 spreads, 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 thenon-qualifying hedging strategy:

 

   For the three months ended
     For the three months ended 
June 30,
    

  For the six months ended  

June 30,

               March 31,            
($ in millions)    2018 2017      2018 2017       2019              2018            

Securities (losses) gains, net -non-qualifying hedges on MSRs

 $  (4     2   (17     2

Securities gains (losses), net -non-qualifying hedges on MSRs

 $                   3      (13)

Changes in fair value and settlement of free-standing derivatives purchased to economically hedge the MSR portfolio(a)

   (16   16   (65   15    60      (49)

MSR fair value adjustment due to changes in inputs or assumptions(a)

    21    (17)  78    (13)

MSR fair value adjustment(a)

     (84     28
(a)

Included in mortgage banking net revenue in the Condensed 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 three months ended June 30,March 31, 2019 and 2018 and 2017 were as follows:

 

    June 30, 2018      June 30, 2017 
  

March 31, 2019

  

March 31, 2018

 Rate Weighted-
Average Life
(in years)
 

    Prepayment    
    Speed    

    (annual)    

 OAS Spread
(bps)
    Weighted-
Average Life
(in years)
 

    Prepayment    
Speed

(annual)

   OAS Spread
(bps)
   Rate  

Weighted-Average Life

(in years)

  

Prepayment Speed

(annual)

  

OAS Spread

(bps)

  

Weighted-Average Life

(in years)

  

Prepayment

Speed

(annual)

  

OAS Spread

(bps)

Residential mortgage loans:

         

Residential mortgage loans:

            

Servicing rights

 Fixed  6.8        10.0 %   519        7.0       10.3 %    492        Fixed  5.5      13.5  %      490      7.0      9.1  %      549    

Servicing rights

 Adjustable  -        -        -       3.0       29.8        659        Adjustable  -      -            -      2.6      30.0           637    

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

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. At June 30, 2018March 31, 2019 and December 31, 2017,2018, the Bancorp serviced $62.2$83.9 billion and $60.0$63.2 billion, respectively, of residential mortgage loans for other investors. The value of MSRs that continue to be held by the Bancorp is subject to credit, prepayment and interest rate risks on the sold financial assets.

At June 30, 2018,March 31, 2019, 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 spread are as follows:

 

                   

Prepayment

Speed Assumption

  

OAS

Spread Assumption

 
     Fair      

Weighted-
Average Life

(in years)

          Impact of Adverse Change
on Fair Value
  

OAS

    Spread    

(bps)

         Impact of
Adverse Change
on Fair Value
 
($ in millions)(a) Rate  Value     Rate       10%        20%    50%  10%  20% 

Residential mortgage loans:

                                                          

Servicing rights

  Fixed      $    944    6.5            9.5   $      (37)   (71)   (164)     543        $  (19)   (37) 

Servicing rights

  Adjustable   15       3.4            23.6          (1)   (2)   (4)     817               -     (1) 
(a)
                  Prepayment  OAS 
              Speed Assumption  Spread Assumption 
                             

OAS

Spread

    Impact of 
          Weighted-        Impact of Adverse Change  Adverse Change 
      Fair   Average Life        on Fair Value  on Fair Value 
($ in millions)(a)  Rate  Value   (in years)   Rate     10%   20%  50%  (bps)     10%  20% 

Residential mortgage loans:

               

Servicing rights

  Fixed  $  1,128    5.9            11.2  $  (42)    (81  (184  538  $  (22  (43

Servicing rights

  Adjustable   13    3.5            23.1      (1)    (2  (4  884     -   (1

(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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

11.15. Derivative Financial Instruments

The Bancorp maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce certain risks related to interest rate, prepayment and foreign currency volatility. Additionally, the Bancorp holds derivative instruments for the benefit of its commercial customers and for other business purposes. The Bancorp does not enter into unhedged speculative derivative positions.

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

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

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

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

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

The Bancorp’s derivative assets include certain contractual features in which the Bancorp requires the counterparties to provide collateral 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 June 30, 2018March 31, 2019 and December 31, 2017,2018, the balance of collateral held by the Bancorp for derivative assets was $367$524 million and $409$481 million, respectively. For derivative contracts cleared through certain central clearing parties who have modified their rules to treat variation margin payments as settlement of the derivative contract, the payments for variation margin of $99$345 million and $249 million were applied to reduce the respective derivative contracts and were also not included in the total amount of collateral held as of June 30, 2018. TheMarch 31, 2019 and December 31, 2018, respectively. As of March 31, 2019 and December 31, 2018, the credit component negatively impacting the fair value of derivative assets associated with customer accommodation contracts as of both June 30, 2018was $10 million and December 31, 2017 was $3 million.million, respectively.

In measuring the fair value of derivative liabilities, the Bancorp considers its own credit risk, taking into consideration collateral maintenance requirements of certain derivative counterparties and the duration of instruments with counterparties that do not require collateral maintenance. When necessary, the Bancorp posts collateral primarily in the form of cash 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 June 30, 2018March 31, 2019 and December 31, 2017,2018, the balance of collateral posted by the Bancorp for derivative liabilities was $401$779 million and $365$551 million, respectively,respectively. Additionally, as of March 31, 2019 and $130December 31, 2018, $33 million and $23 million, respectively, of variation margin payments were applied to the respective derivative contracts to reduce the Bancorp’s derivative liabilities as of June 30, 2018 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 June 30, 2018March 31, 2019 and December 31, 2017,2018, the fair value of the additional collateral that could be required to be posted as a result of the credit riskcredit-risk related contingent features being triggered was immaterial to the Bancorp’s Condensed Consolidated Financial Statements.The posting of collateral has been determined to remove the need for further consideration of credit risk.credit-risk. As a result, the Bancorp determined that the impact of the Bancorp’s credit risk to the valuation of its derivative liabilities was immaterial to the Bancorp’s Condensed Consolidated Financial Statements.

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

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The following tables reflect the notional amounts and fair values for all derivative instruments included in the Condensed Consolidated Balance Sheets as of:

 

        Fair Value         Fair Value 
June 30, 2018 ($ in millions) 

Notional    

Amount    

    Derivative
Assets
 Derivative   
Liabilities   
 
    

 

 

 
    Notional      Derivative   Derivative   
March 31, 2019 ($ in millions)    Amount    Assets   Liabilities   

Derivatives Designated as Qualifying Hedging Instruments:

         

Fair value hedges:

         

Interest rate swaps related to long-term debt

 $                3,205   229   4   $3,455   308   3 

Total fair value hedges

  229   4     308   3 

Cash flow hedges:

         

Interest rate floors related to C&I loans

   3,000    71   - 

Interest rate swaps related to C&I loans

   8,000   20   48 

Total cash flow hedges

    91   48 

Total derivatives designated as qualifying hedging instruments

    399   51 

Derivatives Not Designated as Qualifying Hedging Instruments:

     

Free-standing derivatives - risk management and other business purposes:

     

Interest rate contracts related to MSR portfolio

   11,755    81   15 

Forward contracts related to residential mortgage loans held for sale

   1,009    -   8 

Swap associated with the sale of Visa, Inc. Class B Shares

   2,573    -   143 

Foreign exchange contracts

   167    1   - 

Forward contracts related to FHLB advances

   4   -   - 

Total free-standing derivatives - risk management and other business purposes

    82   166 

Free-standing derivatives - customer accommodation:

     

Interest rate contracts

   63,445    357   367 

Interest rate lock commitments

   555    11   - 

Commodity contracts

   6,862    190   170 

TBA securities

   24    -   - 

Foreign exchange contracts

               14,069   138   126 

Total free-standing derivatives - customer accommodation

    696   663 

Total derivatives not designated as qualifying hedging instruments

    778   829 

Total

   $    1,177   880 

   
        Fair Value 
    

 

 

 
    Notional   Derivative Derivative   
December 31, 2018 ($ in millions)    Amount    Assets 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

  6,150   1   15    8,000  15  27 

Total cash flow hedges

  1   15    84  27 

Total derivatives designated as qualifying hedging instruments

  230   19    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

  11,475    52   13    10,045   40  14 

Forward contracts related to residential mortgage loans held for sale

  1,450    -   4    926    -  8 

Swap associated with the sale of Visa, Inc. Class B Shares

  2,207    -   164    2,174    -  125 

Foreign exchange contracts

  153   2   -    133  4   - 

Total free-standing derivatives - risk management and other business purposes

  54   181    44  147 

Free-standing derivatives - customer accommodation:

         

Interest rate contracts

  48,949    247           280    55,012   262  278 

Interest rate lock commitments

  596    11   -    407   7   - 

Commodity contracts

  5,087    284   270    6,511   307  278 

TBA securities

  58    -   -    18    -   - 

Foreign exchange contracts

  10,842   119   109    13,205  148  142 

Total free-standing derivatives - customer accommodation

  661   659    724  698 

Total derivatives not designated as qualifying hedging instruments

  715   840    768  845 

Total

 $            945   859    $   1,114        874 
    
        Fair Value 
December 31, 2017 ($ 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

 $3,705  297  5 

Total fair value hedges

 297  5 

Cash flow hedges:

    

Interest rate swaps related to C&I loans

 4,475   -  12 

Total cash flow hedges

  -  12 

Total derivatives designated as qualifying hedging instruments

 297  17 

Derivatives Not Designated as Qualifying Hedging Instruments:

    

Free-standing derivatives - risk management and other business purposes:

    

Interest rate contracts related to MSR portfolio

 11,035   54  15 

Forward contracts related to residential mortgage loans held for sale

 1,284   1  1 

Stock warrant

 20   20   - 

Swap associated with the sale of Visa, Inc. Class B Shares

 1,900    -  137 

Foreign exchange contracts

 112   -  1 

Total free-standing derivatives - risk management and other business purposes

 75  154 

Free-standing derivatives - customer accommodation:

    

Interest rate contracts

 42,216   154  145 

Interest rate lock commitments

 446   8   - 

Commodity contracts

 4,125   165  167 

TBA securities

 26    -   - 

Foreign exchange contracts

 12,654  124  119 

Total free-standing derivatives - customer accommodation

 451  431 

Total derivatives not designated as qualifying hedging instruments

 526  585 

Total

 $823  602 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

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 March 31, 2019, certain interest rate swaps met the criteria required to qualify for the shortcut method of accounting that permits the assumption of perfect offset. For all designated fair value hedges of interest rate risk as of June 30, 2018,March 31, 2019, that were not accounted for under the shortcut method of accounting, the Bancorp performed an assessment of hedge effectiveness using regression analysis (quantitative approach) 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 Condensed Consolidated Statements of Income:

 

    Condensed Consolidated      For the three months 
 Condensed Consolidated    For the three months
ended June 30,
      For the six months  
ended June 30,  
   Statements of  ended March 31, 
($ in millions) Statements of Income Caption 2018   2017      2018 2017         Income Caption    2019 2018     

Change in fair value of interest rate swaps hedging long-term debt

 Interest on long-term debt   $  (18)   14      (81 (6)        Interest on long-term debt $  54  (63)        

Change in fair value of hedged long-term debt attributable to the
risk being hedged

 Interest on long-term debt  19    (15)    83  5         Interest on long-term debt  (53 64         

The following amounts were recorded in the Condensed Consolidated Balance Sheets related to cumulative basis adjustments for fair value hedges as of:

 

($ in millions)  

    Condensed Consolidated

    Balance Sheets Caption  

   June 30, 2018

($ in millions)

    Balance Sheets CaptionMarch 31, 2019 

Carrying amount of the hedged itemitems

  Long-term debt  $                3,7014,044         

Cumulative amount of fair value hedging adjustments included in the carrying
amount of the hedged items

  Long-term debt   (212)(307)        

Cash Flow Hedges

The Bancorp may enter into interest rate swaps to convert floating-rate assets and liabilities to fixed rates or to hedge certain forecasted transactions for the variability in cash flows attributable to the contractually specified interest rate. The assets or liabilities may be grouped in circumstances where they share the same risk exposure that the Bancorp desires to hedge. The Bancorp may also enter into interest rate caps and floors to limit cash flow variability of floating-rate assets and liabilities. As of June 30, 2018,March 31, 2019, all hedges designated as cash flow hedges were assessed for effectiveness using either regression analysis.analysis (quantitative approach) or a qualitative approach. 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 June 30, 2018,March 31, 2019, the maximum length of time over which the Bancorp is hedging its exposure to the variability in future cash flows is 7369 months.

Reclassified gains and losses on interest rate contracts related to commercial and industrial loans are recorded within interest income in the Condensed Consolidated Statements of Income. As of June 30, 2018March 31, 2019 and December 31, 2017, $162018, $249 million and $9$160 million, respectively, of net deferred losses,gains, net of tax, on cash flow hedges were recorded in AOCI in the Condensed Consolidated Balance Sheets. As of June 30, 2018, $7March 31, 2019, $12 million in net unrealized gains,losses, 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, hedgede-designations, and the addition of other hedges subsequent to June 30, 2018.March 31, 2019.

During both the three and six months ended June 30,March 31, 2019 and 2018, and 2017, 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 pretaxpre-tax net gains (losses) recorded in the Condensed Consolidated Statements of Income and in the Condensed Consolidated Statements of Comprehensive Income relating to derivative instruments designated as cash flow hedges:

 

       For the three months ended
June 30,    
      For the six months ended
June 30,    
 
($ in millions)               2018              2017(a)                         2018              2017(a)         

Amount of pretax net (losses) gains recognized in OCI

   $        4      8          (5)      3       

Amount of pretax net gains reclassified from OCI into net income

          -      6             1       14       
(a)

For both the three and six months ended June 30, 2017, the amount of pretax net losses recognized in OCI represented the effective portion of the cumulative gains or losses on cash flow hedges and ineffectiveness was reported within noninterest income. Upon the adoption of ASU2017-12, the Bancorp recorded a cumulative effect adjustment to retained earnings effective January 1, 2018 related to the elimination of the separate measurement of ineffectiveness. Refer to Note 3 for additional information.

       For the three months ended 
     March 31, 
($ in millions)     2019  2018 

Amount ofpre-tax net gains (losses) recognized in OCI

 $   110   (9)        

Amount ofpre-tax net (losses) gains reclassified from OCI into net income

     (2)     1         

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 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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

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 Condensed Consolidated Statements of Income.

In conjunction with the sale of Visa, Inc. Class B Shares in 2009, the Bancorp entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B Shares into Class A Shares. This total return swap is accounted for as a free-standing derivative. Refer to Note 2125 for further discussion of significant inputs and assumptions used in the valuation of this instrument.

The net gains (losses) recorded in the Condensed Consolidated Statements of Income relating to free-standing derivative instruments used for risk management and other business purposes are summarized in the following table:

 

 

Condensed Consolidated

Statements of Income Caption

      For the three months   For the six months   Condensed Consolidated   For the three months 
     ended June 30,    ended June 30,   Statements of    ended March 31, 
($ in millions)      2018    2017     2018    2017     Income Caption   2019 2018   

Interest rate contracts:

                 

Forward contracts related to residential mortgage loans held for sale

 Mortgage banking net revenue $     (3)      5        (4)    (16)     Mortgage banking net revenue  $  -   -       

Interest rate contracts related to MSR portfolio

 Mortgage banking net revenue    (16)      16        (65)    15      Mortgage banking net revenue    60  (49)     

Foreign exchange contracts:

                 

Foreign exchange contracts for risk management purposes

 Other noninterest income    3       (3)           (4)     Other noninterest income    (2 2      

Equity contracts:

                 

Swap associated with sale of Visa, Inc. Class B Shares

 Other noninterest income    (10)      (9)       (49)    (22)     Other noninterest income    (31 (39)     

Free-Standing Derivative Instruments – Customer Accommodation

The majority of the free-standing derivative instruments the Bancorp enters into are for the benefit of its commercial customers. These derivative contracts are not designated against specific assets or liabilities on the Condensed Consolidated Balance Sheets or to forecasted transactions;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 either corporate banking revenue or other noninterest income in the Condensed Consolidated Statements of Income.

The Bancorp enters into risk participation agreements, under which the Bancorp assumes credit exposure relating to certain underlying interest rate derivative contracts. The Bancorp only enters into these risk participation agreements in instances in which the Bancorp has participated in the loan that the underlying interest rate derivative contract was designed to hedge. The Bancorp will make payments under these agreements if a customer defaults on its obligation to perform under the terms of the underlying interest rate derivative contract. As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the total notional amount of the risk participation agreements was $3.7$4.8 billion and $2.8$4.0 billion, respectively, and the fair value was a liability of $9 million and $8 million and $5 million at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, which is included in other liabilities in the Condensed Consolidated Balance Sheets. As of June 30, 2018,March 31, 2019, the risk participation agreements had a weighted-average remaining life of 3.63.4 years.

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

Risk ratings of the notional amount of risk participation agreements under this risk rating system are summarized in the following table as of:

 

  March 31, December 31, 
($ in millions)       June 30,
      2018
 December 31,
2017
   2019       2018 

Pass

 $3,590  2,748       $4,700  3,919     

Special mention

  77  66        105  79     

Substandard

  10  24        4  4     

Total

 $            3,677  2,838       $            4,809  4,002     

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The net gains (losses) recorded in the Condensed Consolidated Statements of Income relating to free-standing derivative instruments used for customer accommodation are summarized in the following table:

 

      For the three months    For the six months      For the three months 
  Condensed Consolidated    ended June 30,   ended June 30,   Condensed Consolidated     ended March 31, 
($ in millions)  Statements of Income Caption        2018         2017                  2018         2017       Statements of Income Caption     2019   2018 

Interest rate contracts:

               

Interest rate contracts for customers (contract revenue)

  Corporate banking revenue $    9  5       16  9      Corporate banking revenue  $    6       7    

Interest rate contracts for customers (credit portion of fair value adjustment)

  Other noninterest expense    (7)      -    

Interest rate lock commitments

  Mortgage banking net revenue     22  26       35  48      Mortgage banking net revenue    24       13    

Commodity contracts:

               

Commodity contracts for customers (contract revenue)

  Corporate banking revenue   2  1       4  2      Corporate banking revenue    1       2    

Commodity contracts for customers (credit losses)

  Other noninterest expense   -  1       -  1    

Commodity contracts for customers (credit portion of fair value adjustment)

  Other noninterest expense   (1  -       (1  -      Other noninterest expense    -       -    

Foreign exchange contracts:

               

Foreign exchange contracts for customers (contract revenue)

  Corporate banking revenue   13  9       27  22      Corporate banking revenue    12       14    

Foreign exchange contracts for customers (contract revenue)

  Other noninterest income   7   -       5   -      Other noninterest income    4       (2)   

Foreign exchange contracts for customers (credit losses)

  Other noninterest expense   -  2       -  2    

Foreign exchange contracts for customers (credit portion of fair value adjustment)

  Other noninterest expense  -   -      1  1      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 thenon-defaulting party the right to reduce its liability to the defaulting party by amounts eligible for setoff, including the collateral received as well as eligible offsetting transactions with that counterparty, irrespective of the currency, place of payment or booking office. The Bancorp’s policy is to present its derivative assets and derivative liabilities on the Condensed Consolidated Balance Sheets on a gross basis, even when provisions allowing for setoff are in place. However, for derivative contracts cleared through certain central clearing parties who have modified their rules to treat variation margin payments as settlements, the fair value of the respective derivative contracts are 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:

The following tables provide a summary of offsetting derivative financial instruments:

 

 
    Gross Amount       Gross Amounts Not Offset in the     
   Recognized in the      Condensed Consolidated Balance Sheets    
   Condensed Consolidated              
As of March 31, 2019 ($ in millions)  Balance Sheets(a)       Derivatives  Collateral(b)  Net Amount 

Assets:

       

Derivatives

  $1,166        (430  (352  384 

Total assets

   1,166     (430  (352  384 

Liabilities:

       

Derivatives

   880        (430  (246  204 

Total liabilities

  $880        (430  (246  204 
(a)

Amount does not include IRLCs because these instruments are not subject to master netting or similar arrangements.

(b)

Amount of collateral received as an offset to asset positions or pledged as an offset to liability positions. Collateral values in excess of related derivative amounts recognized in the Condensed Consolidated Balance Sheets were excluded from this table.

 

  Gross Amount      Gross Amounts Not Offset in the      Gross Amount      Gross Amounts Not Offset in the    
  Recognized in the          Condensed Consolidated Balance Sheets          Recognized in the      Condensed Consolidated Balance Sheets    
As of June 30, 2018 ($ in millions)  Condensed Consolidated
Balance Sheets(a)
      Derivatives Collateral(b) Net Amount   
  Condensed Consolidated         
As of December 31, 2018 ($ in millions)  Balance Sheets(a)      Derivatives Collateral(b) Net Amount 

Assets:

              

Derivatives

  $934       (258)      (300)     376    $1,107     (410 (348 349 

Total assets

   934       (258)      (300)     376     1,107    (410 (348 349 

Liabilities:

              

Derivatives

   859       (258)      (234)     367     874     (410 (123 341 

Total liabilities

  $859       (258)      (234)     367    $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 Condensed Consolidated Balance Sheets were excluded from this table.

    

    

  Gross Amount      Gross Amounts Not Offset in the    
  Recognized in the          Condensed Consolidated Balance Sheets        
As of December 31, 2017 ($ in millions)  Condensed Consolidated
Balance Sheets(a)
      Derivatives Collateral(b) Net Amount   

Assets:

       

Derivatives

  $815      (213)     (362)    240  

Total assets

   815      (213)     (362)    240  

Liabilities:

       

Derivatives

   602      (213)     (155)    234  

Total liabilities

  $602      (213)     (155)    234  
(a)

Amount does not include IRLCs because these instruments are not subject to master netting or similar arrangements.

(b)

Amount of collateral received as an offset to asset positions or pledged as an offset to liability positions. Collateral values in excess of related derivative amounts recognized in the Condensed Consolidated Balance Sheets were excluded from this table.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

12.16. Other Short-Term Borrowings

Borrowings with original maturities of one year or less are classified as short-term. The following table presents a summary of the Bancorp’s other short-term borrowings as of:

 

  March 31,   December 31,     
($ in millions)    June 30,      
2018       
   December 31,        
2017          
   2019   2018     

Securities sold under repurchase agreements

  $                          671    302     

FHLB advances

 $    1,200    3,125        300    -     

Securities sold under repurchase agreements

   300    546     

Derivative collateral

  263    341        282    271     

Other

   76    -     

Total other short-term borrowings

 $    1,763    4,012       $1,329    573     

The Bancorp’s securities sold under repurchase agreements are accounted for as secured borrowings and are collateralized by securities included inavailable-for-sale debt and other securities in the Condensed Consolidated Balance Sheets. These securities are subject to changes in market value and, therefore, the Bancorp may increase or decrease the level of securities pledged as collateral based upon these movements in market value. As of both June 30, 2018March 31, 2019 and December 31, 2017,2018, all securities sold under repurchase agreements were secured by agency residential mortgage-backed securities withand the repurchase agreements have an overnight remaining contractual maturity.

13.17. Long-Term Debt

On March 14, 2018,January 25, 2019, the Bancorp issued and sold $650 million$1.5 billion of 3.95%3.65% senior fixed-rate notes, with a maturity of tenfive years, due on March 14, 2028.January 25, 2024. 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 thereonup to, but excluding, the redemption date.

On June 5, 2018, the BancorpFebruary 1, 2019, Fifth Third Bank issued and sold, $250under its bank notes program, $300 million of senior floating-rate notes, with a maturity of three years, due on June 4, 2021.February 1, 2022. Interest on the floating-rate notes is3-month LIBOR plus 4764 bps. These notes will be redeemable by Fifth Third 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 thereonup to, but excluding, the redemption date.

For further information on a subsequent event related to long-term debt, refer to Note 24.

14.18. Capital Actions

Accelerated Share Repurchase TransactionsTransaction

During the sixthree months ended June 30, 2018,March 31, 2019, the Bancorp entered into or settledan accelerated share repurchase transactions.transaction. As part of these transactions,this transaction, the Bancorp entered into a forward contractscontract in which the final number of shares delivered at settlement waswill be based generally on a discount to the average daily volume weighted-average price of the Bancorp’s common stock during the term of thesethe repurchase agreements.agreement. The accelerated share repurchases wererepurchase was treated as two separate transactions, (i) the acquisition 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 weretransaction which was entered into or settled during the sixthree months ended June 30, 2018:March 31, 2019:

 

Repurchase Date     

Amount    

($ in millions)    

  Shares Repurchased on  
Repurchase Date  
  

Shares Received    

from Forward    

Contract Settlement    

  Total Shares    
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 
Repurchase Date  

Amount

($ in millions)

   Shares Repurchased on
Repurchase Date
   

 

Shares Received

from Forward

Contract Settlement

  Total Shares
Repurchased
  Settlement Date    

March 27, 2019

  $                         913            31,779,280      (a)     (a)    (a)
(a)

This accelerated share repurchase transaction consists of two supplemental confirmations each with a notional amount of $456.5 million. The settlement of the transaction is expected to occur on or before June 28, 2019.

For further information on a subsequent event related to capital actions, refer to Note 24.27.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

15.19. Commitments, Contingent Liabilities and Guarantees

The Bancorp, in the normal course of business, enters into financial instruments and various agreements to meet the financing needs of its customers. The Bancorp also enters into certain transactions and agreements to manage its interest rate and prepayment risks, provide funding, equipment and locations for its operations and invest in its communities. These instruments and agreements involve, to varying degrees, elements of credit risk, counterparty risk and market risk in excess of the amounts recognized in the Condensed Consolidated Balance Sheets. The creditworthiness of counterparties for all instruments and agreements is evaluated on acase-by-case basis in accordance with the Bancorp’s credit policies. The Bancorp’s significant commitments, contingent liabilities and guarantees in excess of the amounts recognized in the Condensed Consolidated Balance Sheets are discussed in the following sections.

Commitments

The Bancorp has certain commitments to make future payments under contracts. The following table reflects a summary of significant commitments as of:

 

    June 30,       December 31,     March 31,   December 31, 
($ in millions)    2018       2017     2019   2018 

Commitments to extend credit

  $   70,915    68,106   $                     75,434    70,415 

Letters of credit

   2,092    2,185    2,196    2,041 

Forward contracts related to residential mortgage loans held for sale

   1,450    1,284    1,009    926 

Noncancelable operating lease obligations

   568    568 

Purchase obligations

   120    144    122    126 

Capital commitments for private equity investments

   43    48    79    32 

Capital expenditures

   27    37    46    45 

Capital lease obligations

  23    26 

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 June 30, 2018March 31, 2019 and December 31, 2017,2018, the Bancorp had a reserve for unfunded commitments, including letters of credit, totaling $131$133 million and $161$131 million, respectively, included in other liabilities in the Condensed Consolidated Balance Sheets. The Bancorp monitors the credit risk associated with commitments to extend credit using the same standard regulatory risk rating system 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:

 

    June 30,       December 31,        March 31,   December 31,   
($ in millions)    2018       2017        2019   2018   

Pass

  $   70,340    67,254       $                    74,705    69,928   

Special mention

   306    330        421    271   

Substandard

  269    522        308    216   

Total commitments to extend credit

  $   70,915    68,106       $75,434    70,415   

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 June 30, 2018:March 31, 2019:

 

($ in millions)          

Less than 1 year(a)

  $                          1,070   $                        1,247 

1 - 5 years(a)

   1,009    947 

Over 5 years

   13    2 

Total letters of credit

  $2,092   $2,196 
(a)

Includes $7$20 and $2$5 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 June 30, 2018March 31, 2019 and December 31, 2017,2018, and are considered guarantees in accordance with U.S. GAAP. Approximately 63%62% and 61%60% of the total standby letters of credit were collateralized as of June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. In the event of nonperformance by the customers, the Bancorp has rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The reserve related to these standby letters of credit, which was included in the total reserve for unfunded commitments, was $5$24 million and $6$17 million at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. The Bancorp monitors the credit risk associated with letters of credit using the same standard regulatory risk rating system utilized for its loan and lease portfolio.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Risk ratings of outstanding letters of credit under this risk rating system are summarized in the following table as of:

 

  March 31, December 31, 

($ in millions)

    

June 30,    

2018    

   

December 31,  

2017  

   2019 2018 

Pass

 $    1,897    1,830    $            2,045  1,905  

Special mention

   46    67     30  10  

Substandard

   149    218     121  126  

Doubtful

  -    70  

Total letters of credit

 $    2,092    2,185    $2,196  2,041  

At June 30, 2018March 31, 2019 and December 31, 2017,2018, 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 June 30, 2018March 31, 2019 and December 31, 2017,2018, total VRDNs in which the Bancorp was the remarketing agent or were supported by a Bancorp letter of credit were $560$447 million and $602$487 million, respectively, of which FTS acted as the remarketing agent to issuers on $540$441 million and $508$481 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 $299$248 million and $331$256 million of the VRDNs remarketed by FTS, in addition to $20 million and $94$6 million in VRDNs remarketed by third parties at June 30, 2018both March 31, 2019 and December 31, 2017, respectively.2018. These letters of credit are included in the total letters of credit balance provided in the previous table. The Bancorp held $2$1 million and $1$9 million of these VRDNs in its portfolio and classified them as trading securities at June 30, 2018March 31, 2019 and December 31, 2017,2018, 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.

Noncancelable operating lease obligations and otherOther commitments

The Bancorp’s subsidiaries have entered into a number of noncancelable lease agreements. The minimum rental commitments under noncancelable lease agreements are shown in the summary of significant commitments table. 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 1620 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, indemnify or make whole the investor or insurer for which the representation or warranty of the Bancorp proves to be inaccurate, incomplete or misleading. For more information on how the Bancorp establishes the residential mortgage repurchase reserve, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017.2018.

As of June 30, 2018March 31, 2019 and December 31, 2017,2018, the Bancorp maintained reserves related to loans sold with representation and warranty provisions totaling $7$8 million and $9$6 million, respectively, included in other liabilities in the Condensed Consolidated Balance Sheets.

The Bancorp uses the best information available when estimating its mortgage representation and warranty reserve; however, the estimation process is inherently uncertain and imprecise and, accordingly, losses in excess of the amounts reserved as of June 30, 2018March 31, 2019 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 $9$11 million in excess of amounts reserved. This estimate was derived by modifying the key assumptions to reflect management’s judgment regarding reasonably possible adverse changes to those assumptions. The actual repurchase losses could vary significantly from the recorded mortgage representation and warranty reserve or this estimate of reasonably possible losses, depending on the outcome of various factors, including those previously discussed.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

For both the three months ended June 30,March 31, 2019 and 2018, and 2017, the Bancorp paid an immaterial amount in the form of make whole payments and repurchased $5$9 million and $3 million, respectively, in outstanding principal of loans to satisfy investor demands. For both the six months ended June 30, 2018 and 2017, the Bancorp paid immaterial amounts in the form of make whole payments and repurchased $7 million and $5$2 million, respectively, in outstanding principal of loans to satisfy investor demands. Total repurchase demand requests during the three months ended June 30,March 31, 2019 and 2018 and 2017 were $6$18 million and $5 million, respectively. Total repurchase demand requests during the six months ended June 30, 2018 and 2017 were $11 million and $8 million, respectively. Total outstanding repurchase demand inventory was $3$6 million and $1 million at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table summarizes activity in the reserve for representation and warranty provisions:

 

  For the three months ended
June 30,
   For the six months ended
June 30,
   

For the three months ended

March 31,

 
  

 

 

   

 

 

 
($ in millions)    2018   2017                  2018         2017               2019   2018         

Balance, beginning of period

  $                      8         12             13        $6    9    

Net reductions to the reserve

   (1)    (1)    (2)    (2)     

Net additions (reductions) to the reserve

   2    (1)   

Balance, end of period

  $    11         11        $            8    8    

The following tables provide a rollforward of unresolved claims by claimant type for the sixthree months ended:

 

   GSE  Private Label           GSE                 Private Label        
  

 

 

  

 

 

   

 

 

  

 

 

June 30, 2018 ($ in millions)           Units  Dollars          Units    Dollars 
March 31, 2019 ($ in millions)      Units Dollars     Units Dollars    

Balance, beginning of period

   6  $              1    1   $              -          9  $            1   1  $            -     

New demands

   62   11    -    -          95   18   -  -     

Resolved demands

   (54  (9)   -    -          (71  (13  (1 -     

Balance, end of period

   14  $   1   $-          33  $6   -  $            -     
             
  GSE Private Label           GSE                 Private Label        
June 30, 2017 ($ in millions)          Units Dollars         Units   Dollars 
  

 

 

  

 

 

March 31, 2018 ($ in millions)      Units Dollars     Units Dollars    

Balance, beginning of period

   13  $   -   $-           6  $            1  1  $            -     

New demands

   58     -    -           30  5   -  -     

Loan paydowns/payoffs

   (1     -    -        

Resolved demands

   (54 (8)   -    -           (22 (4  -  -     

Balance, end of period

   16  $   -   $-           14  $2  1  $            -     

Residential mortgage loans sold with credit recourse

The Bancorp sold certain residential mortgage loans in the secondary market with credit recourse. In the event of any customer default, pursuant to the credit recourse provided, the Bancorp is required to reimburse the third party. The maximum amount of credit risk in the event of nonperformance by the underlying borrowers is equivalent to the total outstanding balance. In the event of nonperformance, the Bancorp has rights to the underlying collateral value securing the loan. The outstanding balances on these loans sold with credit recourse were $289$260 million and $312$272 million at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, and the delinquency rates were 2.5%2.0% and 3.0%2.2% at June 30, 2018March 31, 2019 and December 31, 2017,2018, respectively. The Bancorp maintained an estimated credit loss reserve on these loans sold with credit recourse of $4 million and $5 million at both June 30, 2018March 31, 2019 and December 31, 20172018, respectively, recorded in other liabilities in the Condensed Consolidated Balance Sheets. To determine the credit loss reserve, the Bancorp used an approach that is consistent with its overall approach in estimating credit losses for various categories of residential mortgage loans held in its loan portfolio.

Margin accounts

FTS, an indirect wholly-owned subsidiary of the Bancorp, guarantees the collection of all margin account balances held by its brokerage clearing agent for the benefit of its customers. FTS is responsible for payment to its brokerage clearing agent for any loss, liability, damage, cost or expense incurred as a result of customers failing to comply with margin or margin maintenance calls on all margin accounts. The margin account balances held by the brokerage clearing agent were $15$13 million at both June 30, 2018March 31, 2019 and December 31, 2017.2018. 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 $183 million and $62 million at both June 30, 2018March 31, 2019 and December 31, 2017.

2018, respectively.

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 andby-laws and in accordance with their membership agreements. In accordance with Visa’sby-laws prior to the IPO, the Bancorp could have been required to indemnify Visa for the Bancorp’s proportional share of losses based on thepre-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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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 which the Covered Litigation has been resolved; therefore, the Bancorp’s Class B Shares were classified in other assets and accounted for at their carryover basis of $0. Visa deposited $3 billion of the proceeds from the IPO into a litigation escrow account, established for the purpose of funding judgments in, or settlements of, the Covered Litigation. Since then, when Visa’s litigation committee determined that the escrow account was insufficient;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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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 2125 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 June 30, 2018,March 31, 2019, the Bancorp has concluded that it is not probable that the Visa Litigation Exposure will exceed the Class B value. Based on this determination, upon the sale of Class B Shares, the Bancorp reversed its net Visa litigation reserve liability and recognized a free-standing derivative liability associated with the total return swap. The fair value of the swap liability was $164$143 million at June 30, 2018March 31, 2019 and $137$125 million at December 31, 2017.2018. Refer to Note 1115 and Note 2125 for further information.

After the Bancorp’s sale of the Class B Shares, Visa has funded additional amounts into the litigation escrow account which have resulted in further dilutive adjustments to the conversion of Class B Shares into Class A Shares, and along with other terms of the total return swap, required the Bancorp to make cash payments in varying amounts to the swap counterparty as follows:

 

Period ($ in millions)  

Visa

    Funding Amount 

  

Bancorp Cash

Payment Amount 

    

Q2 2010

  $500  20 

Q4 2010

   800  35 

Q2 2011

   400  19 

Q1 2012

   1,565  75 

Q3 2012

   150  6 

Q3 2014

   450  18 

Q2 2018

   600  (a)    

(a)    The Bancorp made a cash payment of $26 million to the swap counterparty on July 17, 2018 as a result of the Visa escrow funding in the second quarter of 2018.

    Visa  Bancorp Cash      
Period ($ in millions)  Funding Amount  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      

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

16.20. Legal and Regulatory Proceedings

Litigation

Visa/MasterCard Merchant Interchange Litigation

In April 2006, the Bancorp was added as a defendant in a consolidated antitrust class action lawsuit originally filed against Visa®, MasterCard® and several other major financial institutions in the United States District Court for the Eastern District of New York (In re: Payment Card Interchange Fee and Merchant Discount Antitrust Litigation)Litigation, Case No.05-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 1519 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, the trial court entered a final order approving the class settlement. A number of merchants filed appeals from that approval. The U.S. 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 case 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. Because the appellate court ruling remands the case to the district court for further proceedings, the ultimate outcome in this matter is uncertain. 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 werehad been already returned to the control of the defendants. The remaining approximately 75% of the settlement funds paid by the Bancorp are currently 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 June 5, 2018, the defendants in the consolidated class action reached an agreement to settle in principle with the proposed plaintiffs’ class seeking monetary damages with(the “Plaintiff Damages Class”). On September 17, 2018, those parties signed a settlement agreement (the “Amended Settlement Agreement”) 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 $6.24 billion, composed of approximately $5.3 billion held in escrow and an additional $900 million. The Bancorp’s portionallocated share of the putative settlement is within existing reserves. If more than 15% of class members (by payment volume) opt out of the class, up to $700 million of the settlement amount (abovepayment may be returned to the existing escrow) within reserves. Thedefendants. On September 18, 2018, the Plaintiff Damages Class filed a Motion for Preliminary Approval of the Amended Settlement Agreement. On January 24, 2019, the Court issued an order preliminarily approving the settlement. A hearing on final approval of the settlement in principle is subject to finalization and District Court approval.scheduled for November 7, 2019. This settlement does not resolve the claims of the separate proposed plaintiffs’ class seeking injunctive relief or the claims of merchants who are pursuing separate lawsuits. The ultimate outcome in this matter, including the timing of resolution, therefore remains uncertain. Refer to Note 1519 for further information.

Klopfenstein v. Fifth Third Bank

On August 3, 2012, William Klopfenstein and Adam McKinney filed a lawsuit against Fifth Third Bank in the United States District Court for the Northern District of Ohio (Klopfenstein et al. v. Fifth Third Bank), alleging that the 120% APR that Fifth Third disclosed on its Early Access program was misleading. Early Access is a deposit-advance program offered to eligible customers with checking accounts. The plaintiffs sought to represent a nationwide class of customers who used the Early Access program and repaid their cash advances within 30 days. On October 31, 2012, the case was transferred to the United States District Court for the Southern District of Ohio. In 2013, four similar putative class 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.Litigation (Case No.1:12-CV-00851). On behalf of a putative class, the plaintiffs seeksought unspecified monetary and statutory damages, injunctive relief, punitive damages, attorney’s fees, andpre- 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. Oral argument on plaintiffs’ appeal was held on January 29, 2019.

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)Bank, Case No. 2015003814). The plaintiffs allegealleged 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 seekssought over $800 million in alleged damages, attorney’s fees, removal of Fifth Third as trustee, and injunctive relief. Fifth Third deniesdenied 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. The plaintiffs filed a notice of appeal on May 5, 2018. The appeal is pending.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

Upsher-Smith Laboratories, Inc. v. Fifth Third Bank

On February 12, 2016, Upsher-Smith Laboratories, Inc. (“Upsher-Smith”) filed suit against Fifth Third Bank in the Fourth Judicial District, Hennepin County, Minnesota, (Upsher-Smith Laboratories Inc. v. Fifth Third Bank), 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 assertsasserted claims for breach of contract and the implied covenant of good faith and fair dealing underand for alleged failure to comply with Article4A-202 of the Uniform Commercial Code (the “UCC claim”), with losses allegedly totaling almost $40 million, plus interest. Fifth Third deniesdenied all liability in this matter. On March 3, 2016, Fifth Third removed the case to the United States District Court for the District of Minnesota. NoMinnesota (Upsher-Smith Laboratories Inc. v. Fifth Third Bank, Case No.16-cv-00556). On March 22, 2019, the Court granted summary judgment to Fifth Third on Upsher-Smith’s claims for breach of contract and the implied covenant of good faith and fair dealing, but denied summary judgment on the UCC claim. The case is currently scheduled to be ready for trial date has been scheduled.on May 20, 2019.

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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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. 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.

Reasonably Possible Losses in Excess of Accruals

The Bancorp and its subsidiaries are parties to numerous claims and lawsuits as well as threatened or potential actions or claims concerning matters arising from the conduct of its business activities. The outcome of claims or litigation and the timing of ultimate resolution are inherently difficult to predict. The following factors, among others, contribute to this lack of predictability: claims often include significant legal uncertainties, damages alleged by plaintiffs are often unspecified or overstated, discovery may not have started or may not be complete and material facts may be disputed or unsubstantiated. As a result of these factors, the Bancorp is not always able to provide an estimate of the range of reasonably possible outcomes for each claim. An accrual for a potential litigation loss is established when information related to the loss contingency indicates both that a loss is probable and that the amount of loss can be reasonably estimated. Any such accrual is adjusted from time to time thereafter as appropriate to reflect changes in circumstances. The Bancorp also determines, when possible (due to the uncertainties described above), estimates of reasonably possible losses or ranges of reasonably possible losses, in excess of amounts accrued. Under U.S. GAAP, an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely” and an event is “remote” if “the chance of the future event or events occurring is slight.” Thus, references to the upper end of the range of reasonably possible loss for cases in which the Bancorp is able to estimate a range of reasonably possible loss mean the upper end of the range of loss for cases for which the Bancorp believes the risk of loss is more than slight. For matters where the Bancorp is able to estimate such possible losses or ranges of possible losses, the Bancorp currently estimates that it is reasonably possible that it could incur losses related to legal and regulatory proceedings in an aggregate amount up to approximately $5$54 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.

17. Related Party Transactions

Vantiv Holding, LLC

On January 16, 2018, Vantiv, Inc. completed its previously announced acquisition of Worldpay Group plc. with the resulting combined company named Worldpay, Inc. As a result of this transaction, the Bancorp recognized a gain of $414 million in other noninterest income during the first quarter of 2018 associated with the dilution in its ownership interest in Vantiv Holding, LLC from approximately 8.6% to approximately 4.9%.

On June 27, 2018, the Bancorp completed the sale of 5 million shares of Class A common stock of Worldpay, Inc., formerly Vantiv, Inc. The Bancorp had previously received these Class A shares in exchange for Class B Units of Vantiv Holding, LLC. The Bancorp recognized a gain of $205 million related to the sale. As a result of the sale, the Bancorp beneficially owns approximately 3.3% of Worldpay’s equity through its ownership of approximately 10.3 million Class B Units. The Bancorp’s remaining interest in Vantiv Holding, LLC of $426 million continues to be accounted for as an equity method investment given the nature of Vantiv Holding, LLC’s structure as a limited liability company and contractual arrangements between Vantiv Holding, LLC and the Bancorp.

GS Holdings

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 are exchangeable on aone-to-one basis for Class A common stock or cash after the initial180-daylock-up period expires.

At the time of the IPO, the Bancorp recognized a $16 million gain on its investment in GreenSky, LLC, which was included in other noninterest income in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2018. At June 30, 2018, the investment in GS Holdings was $53 million, which was included in equity securities in the Condensed Consolidated Balance Sheets.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

18.21. Related Party Transactions

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, the Bancorp recognized a gain of $562 million in other noninterest income during the first quarter of 2019. As a result of the sale, the Bancorp no longer beneficially owns any of Worldpay, Inc.’s equity securities.

22. Income Taxes

The applicable income tax expense was $107$221 million and $127$181 million for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and $239 million and $218 million for the six months ended June 30, 2018 and 2017, respectively. The effective tax rates for the three months ended June 30,March 31, 2019 and 2018 were 22.2% and 2017 were 15.5% and 25.9%20.5%, respectively, and 15.7% and 24.5% for the six months ended June 30, 2018 and 2017, respectively. The decreaseincrease in the effective tax rate for both the three and six months ended June 30, 2018March 31, 2019 compared to the same periodsperiod in the prior yearwasyear was primarily related to the reductionan increase in the federal statutory corporatestate income tax rateexpense and a decrease in expectedlow-income housing tax credits and other tax benefits, partially offset by changes to previously deductible items associated with the enactmenta decrease of the TCJA.proportional amortization of qualifying LIHTC investments.

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 12 months, the Bancorp believes it is unlikely that its unrecognized tax benefits will change by a material amount during the next 12 months.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

19.23. Accumulated Other Comprehensive Income

The tables below present the activity of the components of OCI and AOCI for the three months ended:

 

      Total OCI   Total AOCI 

June 30, 2018 ($ in millions)

    

Pretax
Activity

     

Tax

Effect

     

Net 

Activity 

   

Beginning

Balance

   

Net

Activity

     

Ending   

Balance   

 

Unrealized holding losses onavailable-for-sale debt securities arising during period

 $  (217)       50       (167)             

Reclassification adjustment for net gains onavailable-for-sale debt securities included in net income

    -              -              

Net unrealized losses onavailable-for-sale debt securities

   (217)       50       (167)        (318)    (167)      (485)     

Unrealized holding gains on cash flow hedge derivatives arising during period

   4        (1)      3              

Reclassification adjustment for net gains on cash flow hedge derivatives included in net income

    -              -              

Net unrealized losses on cash flow hedge derivatives

   4        (1)      3         (19)          (16)     

Reclassification of amounts to net periodic benefit costs

    1              1              

Defined benefit pension plans, net

    1              1         (52)          (51)     

Total

 $  (212)       49       (163)        (389)    (163)      (552)     
                                      
    Total OCI   Total AOCI 

June 30, 2017 ($ in millions)

    

Pretax
Activity

     

Tax

Effect

     

Net

Activity

   

Beginning

Balance

   

Net

Activity

     

Ending    

Balance    

 

Unrealized holding gains onavailable-for-sale securities arising during period

 $  148        (55)      93              

Reclassification adjustment for net gains onavailable-for-sale securities included in net income

    -              -              

Net unrealized gains onavailable-for-sale securities

   148        (55)      93         117     93       210      

Unrealized holding gains on cash flow hedge derivatives arising during period

   8        (3)      5              

Reclassification adjustment for net gains on cash flow hedge derivatives included in net income

    (6)             (4)             

Net unrealized gains on cash flow hedge derivatives

   2        (1)      1                   3      

Reclassification of amounts to net periodic benefit costs

    2        (1)      1              

Defined benefit pension plans, net

    2        (1)      1         (51)          (50)     

Total

 $  152        (57)      95         68     95       163      

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The tables below present the activity of the components of OCI and AOCI for the six months ended:

       Total OCI  Total AOCI 
June 30, 2018 ($ in millions)     

Pretax

Activity

     

  Tax  

  Effect  

     

  Net 

  Activity 

  

Beginning

Balance(a)

     

  Net  

  Activity  

     

  Ending   

  Balance   

 

Unrealized holding losses onavailable-for-sale debt securities arising during period

 $    (811)      184       (627)              

Reclassification adjustment for net losses onavailable-for-sale debt securities included in net income

            (2)      7               

Net unrealized losses onavailable-for-sale debt securities

   (802)      182       (620)       135       (620)      (485)     

Unrealized holding losses on cash flow hedge derivatives arising during period

   (5)            (4)              

Reclassification adjustment for net gains on cash flow hedge derivatives included in net income

      (1)            (1)              

Net unrealized losses on cash flow hedge derivatives

   (6)            (5)       (11)      (5)      (16)     

Reclassification of amounts to net periodic benefit costs

                  2               

Defined benefit pension plans, net

                  2        (53)            (51)     

Total

 $    (806)      183       (623)       71       (623)      (552)     

(a)    The Bancorp’s AOCI balance was adjusted as of January 1, 2018 to reflect the adoption of new accounting standards. Refer to Note 3 for additional information.

 

 

     Total OCI  Total AOCI 

June 30, 2017 ($ in millions)

     

Pretax

Activity

     

  Tax  

  Effect  

     

  Net 

  Activity 

  

Beginning

Balance

     

  Net  

  Activity  

     

  Ending   

  Balance   

 

Unrealized holding gains onavailable-for-sale securities arising during period

 $    170       (62)      108               

Reclassification adjustment for net losses onavailable-for-sale securities included in net income

            (1)      1               

Net unrealized gains onavailable-for-sale securities

   172       (63)      109        101       109           210      

Unrealized holding gains on cash flow hedge derivatives arising during period

         (1)      2               

Reclassification adjustment for net gains on cash flow hedge derivatives included in net income

      (14)            (9)              

Net unrealized gains on cash flow hedge derivatives

   (11)            (7)       10       (7)          3      

Reclassification of amounts to net periodic benefit costs

            (1)      2               

Defined benefit pension plans, net

            (1)      2        (52)      2           (50)     

Total

 $    164       (60)      104        59       104           163      
       Total OCI          Total AOCI        
     Pretax  Tax    Net        Beginning     Net       Ending    
March 31, 2019 ($ in millions)     Activity  Effect  Activity    Balance     Activity   Balance    

Unrealized holding gains onavailable-for-sale debt securities
arising during period

 $    561    (131)    430          

Reclassification adjustment for net losses onavailable-for-sale
debt securities included in net income

      1    -    1          

Net unrealized gains onavailable-for-sale debt securities

     562    (131)    431       (227)       431   204        

Unrealized holding gains on cash flow hedge derivatives arising
during period

     110    (23)    87          

Reclassification adjustment for net losses on cash flow hedge
derivatives included in net income

      2    -    2          

Net unrealized gains on cash flow hedge derivatives

     112    (23)    89               160   89   249        

Reclassification of amounts to net periodic benefit costs

      1    -    1          

Defined benefit pension plans, net

      1    -    1       (45)   1   (44)       

Total

 $    675    (154)            521       (112)           521           409        
                                     
     Total OCI          Total AOCI        
     Pretax  Tax    Net        Beginning     Net       Ending    
March 31, 2018 ($ in millions)     Activity  Effect  Activity    Balance     Activity   Balance    

Unrealized holding losses onavailable-for-sale debt securities
arising during period

 $    (594)            134    (460)          

Reclassification adjustment for net losses onavailable-for-sale
debt securities included in net income

      9    (2)    7           

Net unrealized losses onavailable-for-sale debt securities

     (585)    132    (453)       135   (453)       (318)       

Unrealized holding losses on cash flow hedge derivatives arising
during period

     (9)    2    (7)          

Reclassification adjustment for net gains on cash flow hedge
derivatives included in net income

      (1)    -    (1)          

Net unrealized losses on cash flow hedge derivatives

     (10)    2    (8)       (11)   (8)       (19)       

Reclassification of amounts to net periodic benefit costs

      1    -    1          

Defined benefit pension plans, net

      1    -    1       (53)   1   (52)       

Total

 $    (594)    134    (460)       71   (460)       (389)       

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The table below presents reclassifications out of AOCI:

 

Components of AOCI: ($ in millions)

    

Condensed Consolidated

Statements of Income Caption

    For the three months
ended June 30,
      For the six months
ended June 30,
 
   2018 2017   2018 2017 
  

Consolidated Statements of

Income Caption

   

For the three months ended

March 31,

 

Net unrealized losses on available-for-sale debt securities:(b)

           

($ in millions)

  

Consolidated Statements of

Income Caption

       2019            2018           

Net unrealized gains (losses) onavailable-for-sale debt securities:(b)

     

Net losses included in net income

    Securities (losses) gains, net $  -        (9 (2  Securities gains (losses), net  $  (1   (9)     
    Income before income taxes   -        (9 (2  Income before income taxes    (1   (9)     
    Applicable income tax expense   -        2  1   Applicable income tax expense    -    2      
    Net income   -        (7 (1  Net income    (1   (7)     

Net unrealized gains 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   -       1  14   Interest and fees on loans and leases    (2   1      
    Income before income taxes   -       1  14 
    Applicable income tax expense   -  (2)     -  (5  Income before income taxes    (2   1      
    Net income   -       1  9   Applicable income tax expense    -    -      
  Net income    (2   1      

Net periodic benefit costs:(b)

                  

Amortization of net actuarial loss

    Employee benefits expense(a)   (1 (2)     (2 (3  Employee benefits expense(a)    (1   (1)     
    

Income before income taxes

   (1 (2)     (2 (3  Income before income taxes    (1   (1)     
    Applicable income tax expense   -       -  1   Applicable income tax expense    -    -      
    Net income   (1 (1)     (2 (2  Net income    (1   (1)     
                   

Total reclassifications for the period

    Net income $  (1      (8 6   Net income  $  (4   (7)     
(a)

This AOCI component is included in the computation of net periodic benefit cost. Refer to Note 2120 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 20172018 for further information.

(b)

Amounts in parentheses indicate reductions to net income.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

20.24. Earnings Per Share

The following tables providetable provides the calculation of earnings per share and the reconciliation of earnings per share and earnings per diluted share:

 

    2018            2017             2019   2018     

For the three months ended June 30,

(in millions, except per share data)

    Income     Average  
Shares  
   Per Share
Amount
     Income     Average
Shares
     Per Share
Amount
 

For the three months ended March 31,

      Average      Per Share      Average      Per Share   

(in millions, except per share data)

    Income      Shares      Amount    Income      Shares      Amount   

Earnings Per Share:

                                 

Net income available to common shareholders

 

$

          563            344          $   760        686     

Less: Income allocated to participating securities

    6              4               8          8       

Net income allocated to common shareholders

 

$

  557      683    0.81      340      741      0.46  $   752    661    1.14    678    690    0.98  

Earnings Per Diluted Share:

                                 

Net income available to common shareholders

 

$

  563            344          $   760        686     

Effect of dilutive securities:

                                 

Stock-based awards

    -      13         -      11          -    10       -    14    

Net income available to common shareholders plus assumed conversions

   563            344             760        686     

Less: Income allocated to participating securities

    6              4               8          8       

Net income allocated to common shareholders plus assumed conversions

 

$

  557      696    0.80      340      752      0.45  $           752    671    1.12    678    704    0.96 
                    
    2018            2017        

For the six months ended June 30,

(in millions, except per share data)

    Income     Average  
Shares  
   Per Share
Amount
     Income     Average
Shares
     Per Share
Amount
 

Earnings Per Share:

                    

Net income available to common shareholders

 

$

  1,252            634         

Less: Income allocated to participating securities

    15              7           

Net income allocated to common shareholders

 

$

  1,237      687    1.80      627      745      0.84 

Earnings Per Diluted Share:

                    

Net income available to common shareholders

 

$

  1,252            634         

Effect of dilutive securities:

                    

Stock-based awards

    -      13         -      12      

Net income available to common shareholders plus assumed conversions

   1,252            634         

Less: Income allocated to participating securities

    14              7           

Net income allocated to common shareholders plus assumed conversions

 

$

  1,238      700    1.77      627      757      0.83 

Shares are excluded from the computation of earnings per diluted share when their inclusion has an anti-dilutive effect on earnings per share. The diluted earnings per share computation for both the three and six months ended June 30,March 31, 2019 and 2018 excludes 2 million of SARs and an immaterial amount of stock options because their inclusion would have been anti-dilutive. The diluted earnings per share computation for the three and six months ended June 30, 2017 excludes 43 million and 52 million, respectively, of SARs and an immaterial amount of stock options because their inclusion would have been anti-dilutive.

The diluted earnings per share computation for the three and six months ended June 30, 2017March 31, 2019 excludes the impact of the forward contract related to the May 1, 2017March 27, 2019 accelerated share repurchase transaction. Based upon the average daily volume weighted-average price of the Bancorp’s common stock during the secondfirst quarter of 2017,2019, the counterparty to the transaction would have been required to deliver additional shares for the settlement of the forward contract as of June 30, 2017,March 31, 2019, and thus the impact of the forward contract related to the accelerated share repurchase transaction would have been anti-dilutive to earnings per share.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

21.25. Fair Value Measurements

The Bancorp measures certain financial assets and liabilities at fair value in accordance with U.S. GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. For more information regarding the fair value hierarchy, refer to Note 1 of the Notes to Consolidated Financial Statements included in the Bancorp’s Annual Report on Form10-K for the year ended December 31, 2017.2018.

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                    
  

 

 

  
June 30, 2018 ($ in millions)          Level  1(c)           Level 2(c)           Level 3         Total Fair Value   
March 31, 2019 ($ 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 agencies securities

  $96    -    -   96 

U.S. Treasury and federal agency securities

 $  797    -    -    797 

Obligations of states and political subdivisions securities

   -    35    -   35    -    6    -    6 

Mortgage-backed securities:

               

Agency residential mortgage-backed securities

   -    16,094    -   16,094    -    15,689    -    15,689 

Agency commercial mortgage-backed securities

   -    10,038    -   10,038    -    12,513    -    12,513 

Non-agency commercial mortgage-backed securities

   -    3,086    -   3,086    -    3,375    -    3,375 

Asset-backed securities and other debt securities

   -    1,998    -   1,998   -    2,087    -    2,087 

Available-for-sale debt and other securities(a)

   96    31,251    -   31,347    797    33,670    -    34,467 

Trading debt securities:

               

U.S. Treasury and federal agencies securities

   10    9    -   19 

U.S. Treasury and federal agency securities

   1    6    -    7 

Obligations of states and political subdivisions securities

   -    58    -   58    -    25    -    25 

Agency residential mortgage-backed securities

   -    75    -   75    -    66    -    66 

Asset-backed securities and other debt securities

   -    128    -   128   -    227    -    227 

Trading debt securities

   10    270    -   280    1    324    -    325 

Equity securities

   474    1    -   475    418    8    -    426 

Residential mortgage loans held for sale

   -    658    -   658    -    626    -    626 

Residential mortgage loans(b)

   -    -    162   162    -    -    190    190 

Commercial loans held for sale

   -    8    -   8    -    22    -    22 

MSRs

   -    -    959   959    -    -    1,141    1,141 

Derivative assets:

               

Interest rate contracts

   -    529    11   540    -    837    11    848 

Foreign exchange contracts

   -    121    -   121    -    139    -    139 

Commodity contracts

   34    250    -   284   25    165    -    190 

Derivative assets(d)

   34    900    11   945   25    1,141    11    1,177 

Total assets

  $614    33,088    1,132   34,834  $                      1,241    35,791    1,342    38,374 

Liabilities:

               

Derivative liabilities:

               

Interest rate contracts

  $4    305    7   316  $  7    425    9    441 

Foreign exchange contracts

   -    109    -   109    -    126    -    126 

Equity contracts

   -    -    164   164    -    -    143    143 

Commodity contracts

   95    175    -   270   20    150    -    170 

Derivative liabilities(e)

   99    589    171   859    27    701    152    880 

Short positions(e)

   88    51    -   139   55    53    -    108 

Total liabilities

  $187    640    171   998  $  82                    754                    152    988 
(a)

Excludes FHLB, FRB and DTCC restricted stock holdings totaling$248137,$364442 and$2, respectively, atJuneMarch 30, 201831, 2019.

(b)

Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.

(c)

During both the three and six months endedJuneMarch 30, 201831, 2019, no assets or liabilities were transferred between Level 1 and Level 2.

(d)

Included in other assets in the Condensed Consolidated Balance Sheets.

(e)

Included in other liabilities in the Condensed Consolidated Balance Sheets.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

                  Fair Value Measurements Using                        Fair Value Measurements Using   
  

 

 

    

 

 

  
December 31, 2017 ($ in millions)          Level 1(c)            Level 2(c)           Level 3           Total Fair Value   
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 agencies securities

  $98    -    -    98 

U.S. Treasury and federal agency securities

 $97    -    -  97 

Obligations of states and political subdivisions securities

   -    44    -    44   -    2    -  2 

Mortgage-backed securities:

              

Agency residential mortgage-backed securities

   -    15,319    -    15,319   -    16,247    -  16,247 

Agency commercial mortgage-backed securities

   -    10,167    -    10,167   -    10,650    -  10,650 

Non-agency commercial mortgage-backed securities

   -    3,293    -    3,293   -    3,267    -  3,267 

Asset-backed securities and other debt securities

   -    2,218    -    2,218   -    2,015    -  2,015 

 

Available-for-sale debt and other securities(a)

   98    31,041    -    31,139  97    32,181    -  32,278 

Trading debt securities:

              

U.S. Treasury and federal agencies securities

   1    11    -    12 

U.S. Treasury and federal agency securities

  -    16    -  16 

Obligations of states and political subdivisions securities

   -    22    -    22   -    35    -  35 

Residential mortgage-backed securities

   -    395    -    395 

Agency residential mortgage-backed securities

  -    68    -  68 

Asset-backed securities and other debt securities

   -    63    -    63   -    168    -  168 

 

Trading debt securities

   1    491    -    492   -    287    -  287 

Equity securities

   438    1      439  452    -    -  452 

Residential mortgage loans held for sale

   -    399    -    399   -    537    -  537 

Residential mortgage loans(b)

   -    -    137    137   -    -    179  179 

Commercial loans held for sale

  -    7    -  7 

MSRs

   -    -    858    858   -    -    938  938 

Derivative assets:

              

Interest rate contracts

   1    505    8    514   -    648    7  655 

Foreign exchange contracts

   -    124    -    124   -    152    -  152 

Equity contracts

   -    20    -    20 

Commodity contracts

   39    126    -    165  93    214    -  307 

Derivative assets(d)

   40    775    8    823  93    1,014    7  1,114 

Total assets

  $577    32,707    1,003    34,287  $                    642              34,026                1,124  35,792 

Liabilities:

              

Derivative liabilities:

              

Interest rate contracts

  $1    172    5    178  $8    313    8  329 

Foreign exchange contracts

   -    120    -    120   -    142    -  142 

Equity contracts

   -    -    137    137   -    -    125  125 

Commodity contracts

   38    129    -    167  19    259    -  278 

 

Derivative liabilities(e)

   39    421    142    602  27    714    133  874 

Short positions(e)

   25    6    -    31  110    28    -  138 

 

Total liabilities

  $64    427    142    633  $137    742    133  1,012 

 
(a)

Excludes FHLB, FRB and DTCC restricted stock holdings totaling $248, $362$184, $366 and $2, respectively, at December 31, 2017.2018.

(b)

Includes residential mortgage loans originated as held for sale and subsequently transferred to held for investment.

(c)

During the year ended December 31, 2017,2018, no assets or liabilities were transferred between Level 1 and Level 2.

(d)

Included in other assets in the Condensed Consolidated Balance Sheets.

(e)

Included in other liabilities in the Condensed Consolidated Balance Sheets.

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

Available-for-sale debt and other securities, trading debt securities and equity securities

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities and equity securities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics or DCFs. Level 2 securities may include federal agenciesagency securities, obligations of states and political subdivisions securities, agency andnon-agency residential mortgage-backed securities, agency andnon-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 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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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. 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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

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.

MSRs

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 1014 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 certainover-the-counter derivatives valued using active bids are classified within Level 1 of the valuation hierarchy. Most of the Bancorp’s derivative contracts are valued using DCF or other models that incorporate current market interest rates, credit spreads assigned to the derivative counterparties and other market parameters and, therefore, are classified within Level 2 of the valuation hierarchy. Such derivatives include basic and structured interest rate, foreign exchange and commodity swaps and options. Derivatives that are valued based upon models with significant unobservable market parameters are classified within Level 3 of the valuation hierarchy. At June 30, 2018March 31, 2019 and December 31, 2017,2018, 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 include 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 report to 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.

The net asset fair value of the IRLCs at June 30, 2018March 31, 2019 was $11 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 $6$4 million and $11$7 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 $6$4 million and $12$10 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 $1 million and $2 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 $1 million and $2 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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

Short positions

Where quoted prices are available in an active market, short positions are classified within Level 1 of the valuation hierarchy. 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.

The following tables are a reconciliation of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

 

      
   

Fair Value Measurements Using Significant Unobservable  Inputs (Level 3)

 

For the three months ended June 30, 2018 ($ in millions)

  

Residential

Mortgage

Loans

  MSRs  

Interest Rate

Derivatives,

Net(a)

  

Equity

Derivatives

 

Total

Fair Value

 

Balance, beginning of period

  $136           926        4            (165)          901  

Total (losses) gains (realized/unrealized):

      

  Included in earnings

   (1)          (13)       22            (10)          (2) 

Purchases/originations

   -           46        (1)          -            45  

Settlements

   (5)          -         (21)          11            (15) 

Transfers into Level 3(b)

   32           -         -            -            32  

Balance, end of period

  $162           959        4            (164)          961  

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 June 30, 2018(c)

  $(1)          (13)       12            (10)          (12) 

(a)   Net interest rate derivatives include derivative assets and liabilities of$11and$7, respectively, as ofJune 30, 2018.

(b)   Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

(c)   Includes interest income and expense.

 

    

    

    

      
   

Fair Value Measurements Using Significant Unobservable  Inputs (Level 3)

 

For the three months ended June 30, 2017 ($ in millions)

  

Residential

Mortgage

Loans

  

MSRs

  

Interest Rate

Derivatives,

Net(a)

  

Equity

Derivatives,

Net

 

Total

Fair Value

 

 

 

Balance, beginning of period

  $141           776        11            (97)          831  

Total (losses) gains (realized/unrealized):

      

  Included in earnings

   1           (47)       26            (9)          (29) 

Purchases/originations

   -           120        -            -           120  

Settlements

   (4)          -         (28)          8           (24) 

Transfers into Level 3(b)

   4           -         -            -            

 

 

Balance, end of period

  $142           849        9            (98)          902  

 

 

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 June 30, 2017(c)

  $1          (47)       14           (9)          (41) 

 

 
(a)

Net interest rate derivatives include derivative assets and liabilities of $14 and $5, respectively, as of June 30, 2017.

(b)

Includes certain residential mortgage loans held for sale that were transferred to held for investment.

(c)

Includes interest income and expense.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

   Fair Value Measurements Using Significant Unobservable Inputs (Level 3)      Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 
For the six months ended June 30, 2018 ($ in millions)   Residential
Mortgage
Loans
   MSRs(d)   Interest Rate
Derivatives,
Net(a)
   Equity
Derivatives
       Total  
    Fair Value  
 

    Residential       Interest Rate         
   Mortgage       Derivatives,   Equity     Total      
For the three months ended March 31, 2019 ($ in millions)   Loans   MSRs   Net(a)   Derivatives     Fair Value 

Balance, beginning of period

   $      137           858        3           (137)          861   $   179            938        (1)            (125)          991 

Total (losses) gains (realized/unrealized):

                      

Included in earnings

    (4)          16        36           (49)          (1)     -            (84)       24             (31)          (91

Purchases/originations

    -           85        (4)          -           81  

Purchases/originations/acquisitions

    -            287        (1)            -           286 

Settlements

    (8)          -        (31)          22           (17)     (4)           -        (20)            13           (11

Transfers into Level 3(b)

    37           -        -           -           37      15            -        -             -           15 

 

Balance, end of period

   $162           959        4           (164)          961   $         190            1,141        2             (143)          1,190 

 

The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2018(c)

   $(4)          16        12           (49)          (25) 

 

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 March 31,
2019(c)

 $   -            (69)       11             (31)          (89
(a)

Net interest rate derivatives include derivative assets and liabilities of$11and$79, respectively, as ofJuneMarch 30, 201831, 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.

 

   Fair Value Measurements Using Significant Unobservable Inputs (Level 3)      Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 
For the six months ended June 30, 2017 ($ in millions)   Residential
Mortgage
Loans
   MSRs   Interest Rate
Derivatives,
Net(a)
   

Equity

Derivatives(a)

       Total  
    Fair Value  
 

    Residential       Interest Rate         
   Mortgage       Derivatives,   Equity   Total      
For the three months ended March 31, 2018 ($ in millions)   Loans   MSRs   Net(a)   Derivatives   Fair Value 

Balance, beginning of period

   $      143           744      8           (91)          804   $   137            858        3             (137)          861 

Total (losses) gains (realized/unrealized):

           

Total gains (losses) (realized/unrealized):

           

Included in earnings

    1           (70)     49           (22)          (42)     (2)           28        14             (39)          1 

Purchases/originations

    -           175      (1)          -           174      -             40        (2)            -            38 

Settlements

    (9)          -      (47)          15           (41)     (135)           -        (11)            11           (135

Transfers into Level 3(b)

    7           -      -           -                136            -        -             -            136 

 

Balance, end of period

   $142           849      9           (98)          902   $         136            926        4             (165)          901 

 

The amount of total (losses) gains for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2017(c)

   $1           (70)     15           (22)          (76) 

 

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 March 31,
2018(c)

 $   (2)           28        11             (39)          (2
(a)

Net interest rate derivatives include derivative assets and liabilities of $14$11 and $5,$7, respectively, as of June 30, 2017.March 31, 2018.

(b)

Includes certain residential mortgage loans originated as held for sale that were transferred to held for investment.

(c)

Includes interest income and expense.

The total losses and gains included in earnings for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) were recorded in the Condensed Consolidated Statements of Income as follows:

 

     For the three months ended 
     For the three months ended
June 30,
        

For the six months ended

June 30,

      March 31, 
($ in millions)           2018                 2017                            2018             2017              2019   2018           

Mortgage banking net revenue

 

$

   8       (21)           47  (21)        $    (60 39         

Corporate banking revenue

    -        1            1  1           -  1         

Other noninterest income

    (10)      (9)           (49 (22)          (31 (39)        

 

Total losses

 

$

   (2)      (29)           (1 (42)      

 

The total losses included in earnings attributable to changes in unrealized gains and losses related to Level 3 assets and liabilities still held at June 30, 2018 and 2017 were recorded in the Condensed Consolidated Statements of Income as follows:

 

     For the three months ended
June 30,
        

For the six months ended

June 30,

 
($ in millions)           2018                 2017                        2018             2017         

Mortgage banking net revenue

 

$

   (2)      (33)           23  (55)       

Corporate banking revenue

    -        1            1  1        

Other noninterest income

     (10)      (9)            (49 (22)      

Total losses

 

$

   (12)      (41)            (25 (76)      

Total (losses) gains

  $    (91 1         

The total losses included in earnings attributable to changes in unrealized gains and losses related to Level 3 assets and liabilities still held at March 31, 2019 and 2018 were recorded in the Condensed Consolidated Statements of Income as follows:

         For the three months ended 
       March 31, 
($ in millions)       2019    2018             

Mortgage banking net revenue

  $     (58  36           

Corporate banking revenue

     -   1           

Other noninterest income

        (31  (39)          

Total losses

  $     (89  (2)          

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The following tables present information as of June 30,March 31, 2019 and 2018 and 2017 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 June 30, 2018 ($ in millions)            

 

 
Financial Instrument  Fair Value  Valuation Technique Significant Unobservable
Inputs
 Ranges of
Inputs
   Weighted-Average 

Residential mortgage loans

  $        162       Loss rate model Interest rate risk factor  (13.3) - 11.9%    -0.1% 
         Credit risk factor  0 - 40.3%    0.7% 

MSRs

   959       Discounted cash flow Prepayment speed  0.5-97.0%    
(Fixed) 9.5%
(Adjustable) 23.6%
 
 
         OAS spread (bps)  461-1,513   

 

 

 

(Fixed) 543

(Adjustable) 817

 

 

 

IRLCs, net

   11       Discounted cash flow Loan closing rates  12.2 - 96.6%    80.9% 

Swap associated with the sale of

Visa, Inc. Class B Shares

   (164)      Discounted cash flow Timing of the resolution

    of the Covered Litigation

  
1/31/2021 -
11/30/2023
 
 
   9/6/2021 
       

 

 
As of June 30, 2017 ($ in millions)            

 

 
Financial Instrument  Fair Value  Valuation Technique Significant Unobservable
Inputs
 Ranges of
Inputs
   Weighted-Average 

Residential mortgage loans

  $        142       Loss rate model Interest rate risk factor  (9.6) - 15.0%    2.9% 
         Credit risk factor  0 - 46.2%    1.0% 

MSRs

   849       Discounted cash flow Prepayment speed  1.2-100%    
(Fixed) 11.5%
(Adjustable) 24.8%
 
 
         OAS spread (bps)  430-1,515   

 

 

 

(Fixed) 530

(Adjustable) 773

 

 

 

IRLCs, net

   14       Discounted cash flow Loan closing rates  9.6- 96.8%    73.0% 

Swap associated with the sale of

Visa, Inc. Class B Shares

   (98)      Discounted cash flow Timing of the resolution

    of the Covered Litigation

  
6/30/2019 -
12/31/2022
 
 
   9/30/2020 

As of March 31, 2019 ($ in millions)

Financial Instrument     Fair Value   Valuation Technique 

    Significant Unobservable

                    Inputs

 Ranges of
Inputs
 Weighted-Average

Residential mortgage loans

 $   190 Loss rate model Interest rate risk factor (13.4) - 19.4% 0.6%
          Credit risk factor 0 - 39.9% 0.5%

MSRs

  1,141 DCF Prepayment speed 0-100.0% 

 

(Fixed) 11.2%

(Adjustable) 23.1%

    OAS spread (bps) 447-1,513 

(Fixed) 538

(Adjustable) 884

IRLCs, net

     11 DCF Loan closing rates 7.3 - 96.6% 78.9%
Swap associated with the sale of Visa, Inc.  (143) DCF 

Timing of the resolution

 3/31/2021 - 1/6/2022

Class B Shares

         

   of the Covered Litigation

 11/30/2023  

As of March 31, 2018 ($ in millions)                  
Financial Instrument    Fair Value   Valuation Technique 

    Significant Unobservable

                    Inputs

 Ranges of
Inputs
 Weighted-Average

Residential mortgage loans

 $ 136 Loss rate model Interest rate risk factor (12.6) - 14.1% 1.3%
        Credit risk factor 0 - 46.2% 1.5%

MSRs

  926 DCF Prepayment speed 0.5-98.1% 

(Fixed) 10.0%

(Adjustable) 24.6%

        OAS spread (bps) 446-1,515 

(Fixed) 548

(Adjustable) 797

IRLCs, net

   11 DCF Loan closing rates 9.5- 102.7% 76.6%

Swap associated with the sale of Visa, Inc.

  (165) DCF Timing of the resolution 2/28/2021 - 9/8/2021

Class B Shares

          of the Covered Litigation 12/31/2023  

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

The following tables provide the fair value hierarchy and carrying amount of all assets that were held as of June 30,March 31, 2019 and 2018, and 2017 and for which a nonrecurring fair value adjustment was recorded during the three and six months ended June 30,March 31, 2019 and 2018, and 2017, 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:period. The following tables exclude the fair values of assets acquired and liabilities assumed in the acquisition of MB Financial, Inc. on March 22, 2019. Refer to Note 3 for additional information on the acquisition of MB Financial, Inc.

 

     Fair Value Measurements Using           Total (Losses) Gains              Total (Losses) Gains                Fair Value Measurements Using                     Total (Losses) Gains
As of June 30, 2018 ($ in millions)    Level 1 Level 2   Level 3       Total  

        For the three months        

ended June 30, 2018

    

        For the six months        

ended June 30, 2018

 
                                  For the three months
As of March 31, 2019 ($ in millions)       Level 1         Level 2         Level 3         Total          ended March 31, 2019

Commercial and industrial loans

  $     -          -          109      109        (20

Commercial mortgage loans

     -          -          9      9        - 

Commercial leases

     -          -          13      13        (1

OREO

     -          -          12      12        (2

Bank premises and equipment

     -          -          22      22        (20

Private equity investments

      -          1          7      8         2 

Total

  $     -          1          172      173         (41

                      
       Fair Value Measurements Using                 Total (Losses) Gains
                                  For the three months
As of March 31, 2018 ($ in millions)       Level 1     Level 2     Level 3     Total          ended March 31, 2018

Commercial loans held for sale

  $       -      -       4               -         (1)       $     -          -          5      5        (1

Commercial and industrial loans

   -      -       161            161    14         (30)          -          -          277      277        (44

Commercial mortgage loans

   -      -       3               1         6           -          -          4      4        6 

Commercial leases

   -      -       14            14    (9)        (10)          -          -          2      2        (2

OREO

   -      -       17            17    (1)        (4)          -          -          17      17        (3

Bank premises and equipment

   -      -       37            37    (33)        (41)          -          -          4      4        (8

Operating lease equipment

   -      -       10            10    (1)        (3)          -          -          12      12        (2

Private equity investments

    -      50       31            81    11        30            -          50          33      83         19 

Total

  $   -      50       277            327    (18)       (53)       $     -          50          354      404         (35
          
     Fair Value Measurements Using       Total Losses      Total Losses 
As of June 30, 2017 ($ in millions)    Level 1 Level 2   Level 3       Total   

        For the three months        

ended June 30, 2017

            For the six months        
ended June 30, 2017
 

Commercial loans held for sale

  $       -      -       45            45   (13)       (32)     

Commercial and industrial loans

   -      -       405            405   (32)       (58)     

Commercial mortgage loans

   -      -       26            26   (9)       (11)     

Commercial leases

   -      -       3              (1)       (2)     

OREO

   -      -       11            11   (1)       (5)     

Bank premises and equipment

   -      -       16            16   (2)       (5)     

Operating lease equipment

    -      -       56            56    -       (20)     

Total

  $   -      -       562            562   (58)      (133)     

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The following tables present information as of June 30,March 31, 2019 and 2018 and 2017 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured on a nonrecurring basis:

 

As of June 30, 2018 ($ in millions)    
As of March 31, 2019 ($ in millions)As of March 31, 2019 ($ in millions)         
Financial Instrument    Fair Value Valuation Technique Significant Unobservable Inputs Ranges of
Inputs
 Weighted-Average    

Commercial and industrial loans

 $ 109 Appraised value Collateral value NM NM

Commercial mortgage loans

 9 Appraised value Collateral value NM NM

Commercial leases

 13 Appraised value Collateral value NM NM

OREO

 12 Appraised value Appraised value NM NM

Bank premises and equipment

 22 Appraised value Appraised value NM NM

Private equity investments

 7 Comparable company analysis Market comparable transactions NM NM

 
As of March 31, 2018 ($ in millions)As of March 31, 2018 ($ in millions)         
Financial Instrument     Fair Value     Valuation Technique Significant Unobservable Inputs   Ranges of 
    Inputs 
   Weighted-Average         Fair Value Valuation Technique Significant Unobservable Inputs Ranges of
Inputs
 Weighted-Average    

Commercial loans held for sale

 $            4       Appraised value Appraised value  NM   NM  $ 5 Appraised value Appraised value NM NM
 Costs to sell  NM   10.0%  Costs to sell NM 10.0%

Commercial and industrial loans

  161       Appraised value Collateral value  NM   NM  277 Appraised value Collateral value NM NM

Commercial mortgage loans

  3       Appraised value Collateral value  NM   NM  4 Appraised value Collateral value NM NM

Commercial leases

  14       Appraised value Collateral value  NM   NM  2 Appraised value Collateral value NM NM

OREO

  17       Appraised value Appraised value  NM   NM  17 Appraised value Appraised value NM NM

Bank premises and equipment

  37       Appraised value Appraised value  NM   NM  4 Appraised value Appraised value NM NM

Operating lease equipment

  10       Appraised value Appraised value  NM   NM  12 Appraised value Appraised value NM NM

Private equity investments

  28       Liquidity discount applied
to fund’s net asset value
 Liquidity discount  0-43.0%   12.9%   29 Liquidity discount applied Liquidity discount 0-43.0% 10.5%
  3       Comparable company analysis Market comparable transactions  NM   NM    to fund’s NAV   
  4 Comparable company analysis Market comparable transactions NM NM

As of June 30, 2017 ($ in millions)

 

 
Financial Instrument     Fair Value     Valuation Technique Significant Unobservable Inputs   Ranges of 
    Inputs 
   Weighted-Average     

Commercial loans held for sale

 $45       Appraised value Appraised value NM  NM 
 Costs to sell NM  10.0% 

Commercial and industrial loans

 405       Appraised value Collateral value NM  NM 

Commercial mortgage loans

 26       Appraised value Collateral value NM  NM 

Commercial leases

 3       Appraised value Collateral value NM  NM 

OREO

 11       Appraised value Appraised value NM  NM 

Bank premises and equipment

 16       Appraised value Appraised value NM  NM 

Operating lease equipment

 56       Appraised value Appraised value NM  NM 

CommercialPortfolio commercial loans held for saleand leases

During the three and six months ended June 30,March 31, 2019 and 2018, the Bancorp transferred an immaterial amount and $1 million, respectively, of commercial loans from the portfolio to loans held for sale that upon transfer were measured at lower of cost or fair value. During the three and six months ended June 30, 2017, the Bancorp transferred $57 million and $75 million, respectively, of commercial loans from the portfolio to loans held for sale that upon transfer were measured at lower of cost or fair value. These loans had an immaterial amount of fair value adjustments during the three and six months ended June 30, 2018 and $13 million and $30 million of fair value adjustments during the three and six months ended June 30, 2017, respectively. The fair value adjustments were generally based on appraisals of the underlying collateral and were, therefore, classified within Level 3 of the valuation hierarchy. Additionally, fair value adjustments on existing loans held for sale were immaterial for both the three months ended June 30, 2018 and 2017 and $1 million and immaterial for the six months ended June 30, 2018 and 2017, respectively. The fair value adjustments were also based on appraisals of the underlying collateral. The Bancorp recognized an immaterial amount of gains and losses on the sale of commercial loans held for sale during both the three and six months ended June 30, 2018. The Bancorp recognized an immaterial amount of losses and $2 million in losses on the sale of commercial loans held for sale for the three and six months ended June 30, 2017, respectively.

The Accounting department determines the procedures for the valuation of commercial loans held for sale using appraised value which may include a comparison to recently executed transactions of similar type loans. A monthly review of the portfolio is performed for reasonableness. Quarterly, appraisals approaching a year old are updated and the Real Estate Valuation group, which reports to the Bancorp’s Chief Risk Officer, in conjunction with the Commercial Line of Business, reviews the third party appraisals for reasonableness. Additionally, the Commercial Line of Business Finance department, which reports to the Bancorp’s Chief Financial Officer, in conjunction with the Accounting department reviews all loan appraisal values, carry values and vintages.

Commercial loans held for investment

During the three and six months ended June 30, 2018 and 2017, the Bancorp recorded nonrecurring impairment adjustments to certain commercial and industrial loans, commercial mortgage 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 and other factors when evaluating whether an individual loan is impaired. When the loan is collateral dependent, the fair value of the loan is generally based on the fair value 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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

OREO

During both the three and six months ended June 30,March 31, 2019 and 2018, and 2017, 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. These losses includedinclude $1 million and $2 million in losses, recorded as charge-offs on new OREO properties transferred from loans during the both the three and six months ended June 30, 2018, respectively,March 31, 2019 and $1 million and $3 million for the three and six months ended June 30, 2017, respectively.2018. These losses also included an immaterial amount of losses$1 million and $2 million in losses for the three and six months ended June 30,March 31, 2019 and 2018, respectively, and an immaterial amount of losses and $2 million in losses for the three and six months ended June 30, 2017, respectively, recorded as negative fair value adjustments on OREO in other noninterest expense in the Condensed Consolidated Statements of Income subsequent to their transfer from loans. As discussed in the following paragraphs, the fair value amounts are generally based on appraisals of the property values, resulting in a classification within Level 3 of the valuation hierarchy. In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized. The previous tables reflect the fair value measurements of the properties before deducting the estimated costs to sell.

The Real Estate Valuation department is solely responsible for managing the appraisal process and evaluating the appraisalappraisals 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 initialcharge-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.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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. Corporate Facilities,Enterprise Workplace Services, which reports to the Bancorp’s Chief Administrative 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 7.8.

Operating lease equipment

During the three and six months ended June 30,March 31, 2018, and 2017, the Bancorp recorded nonrecurring impairment adjustments to certain operating lease equipment. 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 Bancorp recorded net losses of $1 million and $3 million for the three and six months ended June 30, 2018, respectively, and net losses of an immaterial amount and $20 million for the three and six months ended June 30, 2017, respectively, as a reduction to corporate banking revenue in the Condensed Consolidated Statements of Income. The Commercial Leasing department, which reports to the Bancorp’s Chief Operating Officer, is responsible for preparing and reviewing the fair value estimates for operating lease equipment.

Private equity investments

As a result of adopting ASU2016-01, effective January 1, 2018, theThe 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 carriesaccounting, at each investment at itsinvestment’s 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 $16$5 million and $51$35 million resulting from observable price changes during the three and six months ended June 30,March 31, 2019 and 2018, respectively. The carrying value of the Bancorp’s private equity investments still held as of June 30, 2018March 31, 2019 includes a cumulative $35$53 million of positive adjustments as a result of observable price changes.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 discounted cash flowDCF 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 impairmentsimpairment of $1$3 million and $11$10 million duringfor the three and six months ended June 30,March 31, 2019 and 2018, respectively. The carrying value of the Bancorp’s private equity investments still held as of June 30, 2018March 31, 2019 includes a cumulative $11$15 million of impairment charges recognized since adoption of the measurement alternative to fair value on January 1, 2018.

The Bancorp did not recognize any OTTI and recognized $4 million and $10$6 million of OTTI primarily associated with certain nonconforming investments affected by the Volcker Rule during the three and six months ended June 30,March 31, 2019 and 2018, respectively. 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 net asset valueNAV of the fund or through a discounted cash flowDCF 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 net asset valuesNAVs or estimated market discounts, where applicable, would result in a decrease in the fair value estimate. 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 Payments, Strategy and Digital Solutions, in conjunction with Accounting, is responsible for preparing and reviewing the fair value estimates.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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.

Fair value changes recognized in earnings for residential mortgage loans held at June 30,March 31, 2019 and 2018 and 2017 for which the fair value option was elected, as well as the changes in fair value of the underlying IRLCs, included gains of $18$23 million and $26$12 million, for the six months ended June 30, 2018 and 2017, respectively. These gains are reported in mortgage banking net revenue in the Condensed Consolidated Statements of Income. Fair value changes recognized in earnings for commercial loans held at June 30,March 31, 2019 and 2018 for which the fair value option was elected included losses of an immaterial amount and gains of an immaterial amount, for both the three and six months ended June 30, 2018. The Bancorp did not hold any commercial loans held for sale during the six months ended June 30, 2017.respectively. These gains are reported in corporate banking revenue in the Condensed Consolidated Statements of Income.

Valuation adjustments related to instrument-specific credit risk for residential mortgage loans measured at fair value negatively impacted the fair value of those loans by $1 million and $2 million at June 30, 2018both March 31, 2019 and December 31, 2017, respectively.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 June 30, 2018. The Bancorp did not hold any commercial loans held for sale atboth March 31, 2019 and December 31, 2017.2018. Interest on loans measured at fair value is accrued as it is earned using the effective interest method and is reported as interest income in the Condensed Consolidated Statements of Income.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table summarizes the difference between the fair value and the unpaid principal balance for residential mortgage and commercial loans measured at fair value as of:

 

June 30, 2018 ($ in millions)  Aggregate
Fair Value
   Aggregate Unpaid
Principal Balance
         Difference      

Residential mortgage loans measured at fair value

  $                        820    802   18

Past due loans of 90 days or more

   2    2   -

Nonaccrual loans

   1    1   -

Commercial loans measured at fair value

   8    8   -

December 31, 2017

             

Residential mortgage loans measured at fair value

  $536    522   14

Past due loans of 90 days or more

   5    5   -

Nonaccrual loans

   1    1   -

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

    Aggregate   Aggregate Unpaid      
March 31, 2019 ($ in millions)  Fair Value   Principal Balance   Difference 

Residential mortgage loans measured at fair value

  $                                816                              793                                23 

Past due loans of 90 days or more

   2    2    - 

Nonaccrual loans

   1    1    - 

Commercial loans measured at fair value

   22    22    - 

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    - 

Fair Value of Certain Financial Instruments

The following tables summarize the carrying amounts and estimated fair values for certain financial instruments, excluding financial instruments measured at fair value on a recurring basis:

 

  

    Net Carrying    

Amount

  Fair Value Measurements Using   

Total    

Fair Value    

  Net Carrying      Fair Value Measurements Using   Total 
As of June 30, 2018 ($ in millions) Level 1   Level 2   Level 3 
As of March 31, 2019 ($ in millions)  Amount         Level 1   Level 2   Level 3   Fair Value 

Financial assets:

                       

Cash and due from banks

  $2,052   2,052    -    -   2,052    $                        2,749                 2,749    -    -                          2,749 

Other short-term investments

   1,636   1,636    -    -   1,636     3,556   3,556    -    -    3,556 

Other securities

   614   -    614    -   614     581   -                    581    -    581 

Held-to-maturity securities

   19   -    -    19   19     21   -    -                    21    21 

Loans and leases held for sale

   117   -    -    117   117     44   -    -    44    44 

Portfolio loans and leases:

                  

Commercial and industrial loans

   40,858   -    -    41,825   41,825     51,345   -    -    52,138    52,138 

Commercial mortgage loans

   6,560   -    -    6,493   6,493     10,603   -    -    10,587    10,587 

Commercial construction loans

   4,666   -    -    4,710   4,710     5,197   -    -    5,263    5,263 

Commercial leases

   3,765   -    -    3,355   3,355     3,889   -    -    3,559    3,559 

Residential mortgage loans

   15,392   -    -    15,697   15,697     16,542   -    -    17,219    17,219 

Home equity

   6,560   -    -    6,936   6,936     6,396   -    -    6,722    6,722 

Automobile loans

   8,899   -    -    8,632   8,632  

Indirect secured consumer loans

   9,983   -    -    9,871    9,871 

Credit card

   2,146   -    -    2,518   2,518     2,238   -    -    2,668    2,668 

Other consumer loans

   1,955   -    -    2,047   2,047     2,456   -    -    2,610    2,610 

Unallocated ALLL

   (108  -    -    -   -     (112  -    -    -    - 

Total portfolio loans and leases, net

  $90,693   -    -    92,213   92,213    $108,537   -    -    110,637    110,637 

Financial liabilities:

                  

Deposits

  $104,131   -    104,064    -   104,064    $123,664   -    123,627    -    123,627 

Federal funds purchased

   597   597    -    -   597     2,630   2,630    -    -    2,630 

Other short-term borrowings

   1,763   -    1,763    -   1,763     1,329   -    1,329    -    1,329 

Long-term debt

   14,321   14,223    429    -   14,652     15,483   15,229    816    -    16,045 

  

Net Carrying

Amount

  Fair Value Measurements Using   

Total    

Fair Value    

As of December 31, 2017 ($ in millions) Level 1   Level 2   Level 3 

Financial assets:

              

Cash and due from banks

  $2,514  2,514    -    -   2,514  

Other short-term investments

   2,753  2,753    -    -   2,753  

Other securities

   612   -    612    -   612  

Held-to-maturity securities

   24   -    -    24   24  

Loans and leases held for sale

   93   -    -    93   93  

Portfolio loans and leases:

         

Commercial and industrial loans

   40,519   -    -    41,718   41,718  

Commercial mortgage loans

   6,539   -    -    6,490   6,490  

Commercial construction loans

   4,530   -    -    4,560   4,560  

Commercial leases

   4,054   -    -    3,705   3,705  

Residential mortgage loans

   15,365   -    -    15,996   15,996  

Home equity

   6,968   -    -    7,410   7,410  

Automobile loans

   9,074   -    -    8,832   8,832  

Credit card

   2,182   -    -    2,616   2,616  

Other consumer loans

   1,526   -    -    1,621   1,621  

Unallocated ALLL

   (120  -    -    -   -  

Total portfolio loans and leases, net

  $90,637   -    -    92,948   92,948  

Financial liabilities:

         

Deposits

  $103,162   -    103,123    -   103,123  

Federal funds purchased

   174  174    -    -   174  

Other short-term borrowings

   4,012   -    4,012    -   4,012  

Long-term debt

   14,904  15,045    529    -   15,574  

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

   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 

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

22.26. Business Segments

The Bancorp reports on four 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 rates 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 1,20181,2019 to reflect the current market rates and updated market assumptions. These rates were generally higher than those in place during 2017,2018, thus net interest income for deposit-providing business segments was positively impacted during 2018.2019. FTP charge rates on assets were affected by the prevailing level of interest rates and by the duration and repricing characteristics of the portfolio. As overall market rates increased, the FTP charge increased for asset-generating business segments during 2018.2019.

The Bancorp’s methodology for allocating provision for loan and leasecredit 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 loan and leasecredit 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-sell opportunities and funding operations by accessing the capital markets as a collective unit.

The results of operations and financial position for the three and six months ended June 30, 2017 were adjusted to reflect changes in internal expense allocation methodologies.

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 Bankingoffers 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 1,1581,207 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 Lendingincludes the Bancorp’s residential mortgage, home equity, automobile, specialty and other indirect lending activities. Direct lending activities include the origination, retention and servicing of residential mortgage and home equity loans or lines of credit, sales and securitizations of those loans, pools of loans or lines of credit and all associated hedging activities. Indirect lending activities include extending loans to consumers through correspondent lenders, automobile dealers, motorcycle dealers, powersport dealers, recreational vehicle dealers and automobilemarine dealers.

Wealth and Asset Management provides a full range of investment alternatives for individuals, companies andnot-for-profit organizations. Wealth and Asset Management is made up of fivefour main businesses: FTS, an indirect wholly-owned subsidiary of the Bancorp; ClearArc Capital, Inc., an indirect wholly-owned subsidiary of the Bancorp; Fifth Third Insurance Agency, Inc., an indirect wholly-owned subsidiary of the Bancorp;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. ClearArc Capital, Inc. provides asset management services. Fifth Third Insurance Agency Inc. assists clients with their financial and risk management needs. Fifth Third Private Bank offers holisticwealth management strategies to affluenthigh net worth and ultra-high net worth clients inthrough wealth planning, investing,investment management, banking, insurance, trust and wealth protection.estate services. Fifth Third Institutional Services provides advisory services for institutional clients including middle market businesses,non-profits, states and municipalities.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

The following tables present the results of operations and assets by business segment for the three months ended:

 

June 30, 2018 ($ in millions)  Commercial
Banking
 Branch  
Banking  
 Consumer
Lending
 

Wealth

and Asset
Management

 General
Corporate
and Other
 Eliminations Total 
                 Wealth   General       
  Commercial   Branch   Consumer   and Asset   Corporate     
March 31, 2019 ($ in millions)  Banking   Banking   Lending   Management   and Other Eliminations Total 

Net interest income

  $427   499   59   45   (10     1,020   $                  509    584    63    49    (123  -   1,082 

Provision for (benefit from) loan and lease losses

   (10  47   8   (11  (1     33 

Net interest income after provision for loan and lease losses

   437   452   51   56   (9     987 

Provision for credit losses

   20    52    13    -    5   -   90 

Net interest income after provision for credit losses

   489    532    50    49    (128  -   992 

Noninterest income:

                    

Service charges on deposits

   70   67   -   -   -      137    66    64    -    -    1   -   131 

Wealth and asset management revenue

   1   37   -   104   -   (34)(a)   108    1    36    -    108    -   (33)(a)   112 

Corporate banking revenue

   119   1   -   -   -      120    112    1    -    -    (1  -   112 

Card and processing revenue

   14   69   -   1   -      84    15    63    -    1    -   -   79 

Mortgage banking net revenue

   -   1   52   -   -      53    -    1    55    -    -   -   56 

Other noninterest income(b)

   25   (8  4   4   225      250    33    18    3    5    533   -   592 

Securities losses, net

   -   -   -   -   (5     (5

Securities losses, net -non-qualifying hedges on MSRs

   -   -   (4  -   -      (4

Securities gains, net

   -    -    -    -    16   -   16 

Securities gains, net -non-qualifying hedges on MSRs

   -    -    3    -    -   -   3 

Total noninterest income

   229   167   52   109   220   (34  743    227    183    61    114    549   (33  1,101 

Noninterest expense:

                    

Salaries, wages and incentives

   71   111   42   43   204      471    87    114    35    45    198   -   479 

Employee benefits

   9   26   10   7   26      78    22    29    10    11    59   -   131 

Technology and communications

   2    1    2    -    78   -   83 

Net occupancy expense

   6   44   3   3   18      74    7    43    2    3    20   -   75 

Technology and communications

   2   1   1   -   63      67 

Card and processing expense

   2    29    -    -    -   -   31 

Equipment expense

   6   12   -   -   12      30    6    12    -    -    12   -   30 

Card and processing expense

   1   30   -   -   (1     30 

Other noninterest expense

   263   208   51   70   (271  (34  287    230    212    52    71    (264  (33  268 

Total noninterest expense

   358   432   107   123   51   (34  1,037    356    440    101    130    103   (33  1,097 

Income (loss) before income taxes

   308   187   (4  42   160      693 

Applicable income tax expense (benefit)

   19   40   (1  9   40      107 

Net income (loss)

   289   147   (3  33   120      586 

Income before income taxes

   360    275    10    33    318   -   996 

Applicable income tax expense

   66    58    2    7    88   -   221 

Net income

   294    217    8    26    230   -   775 

Total goodwill

  $630   1,655   -   177   -      2,462   $630    1,655    -    193    1,843 (d)   -   4,321 

Total assets

  $          58,763   60,281   22,128   9,270   (9,747)(c)       140,695   $74,377    69,599    24,662    9,916    (10,701)(c)   -   167,853 
(a)

Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Condensed Consolidated Statements of Income.

(b)

Includes impairment charges of$3320for branches and land. For more information refer to Note 78 and Note 21.25.

(c)

Includes bank premises and equipment of$3778 classified as held for sale. For more information refer to Note 7.8.

June 30, 2017 ($ in millions)  Commercial
Banking
   Branch  
Banking  
   Consumer
Lending
   

Wealth

and Asset
Management

  General
Corporate
and Other
  Eliminations  Total 

Net interest income

  $415    437    59    37   (9     939 

Provision for (benefit from) loan and lease losses

   22    39    7    (1  (15     52 

Net interest income after provision for loan and lease losses

   393    398    52    38   6      887 

Noninterest income:

           

Service charges on deposits

   73    66    -    -   -      139 

Wealth and asset management revenue

   1    35    -    100   -   (33)(a)    103 

Corporate banking revenue

   100    1    -    -   -      101 

Card and processing revenue

   14    64    -    1   -      79 

Mortgage banking net revenue

   -    1    54    -   -      55 

Other noninterest income(b)

   40    22    6    -   17      85 

Securities gains, net -non-qualifying hedges on MSRs

   -    -    2    -   -      2 

Total noninterest income

   228    189    62    101   17   (33  564 

Noninterest expense:

           

Salaries, wages and incentives

   60    104    40    37   156      397 

Employee benefits

   9    26    10    7   34      86 

Net occupancy expense

   7    43    3    2   15      70 

Technology and communications

   2    1    1    -   53      57 

Equipment expense

   4    13    -    -   12      29 

Card and processing expense

   1    33    -    -   (1     33 

Other noninterest expense

   247    196    55    67   (247  (33  285 

Total noninterest expense

   330    416    109    113   22   (33  957 

Income before income taxes

   291    171    5    26   1      494 

Applicable income tax expense

   54    60    2    9   2      127 

Net income (loss)

   237    111    3    17   (1     367 

Total goodwill

  $613    1,655    -    155   -      2,423 

Total assets

  $          57,766    57,396    22,442    8,238   (4,775)(c)       141,067 
(d)

Due to the timing of the MB Financial, Inc. acquisition, the Bancorp is in the process of completing its analysis of the allocation of the goodwill across its four business segments, therefore goodwill is presented as part of General Corporate and Other as ofMarch 31, 2019.

                 Wealth   General         
   Commercial  Branch   Consumer  and Asset   Corporate       
March 31, 2018 ($ in millions)  Banking  Banking   Lending  Management   and Other  Eliminations  Total 

Net interest income

  $                  419   466    59   43    9   -   996 

Provision for (benefit from) credit losses

   (20  44    12   16    (39  -   13 

Net interest income after provision for credit losses

   439   422    47   27    48   -   983 

Noninterest income:

          

Service charges on deposits

   71   66    -   -    -   -   137 

Wealth and asset management revenue

   1   37    -   109    -   (34)(a)   113 

Corporate banking revenue

   86 (c)   1    -   1    -   -   88 

Card and processing revenue

   14   64    -   1    -   -   79 

Mortgage banking net revenue

   -   1    55   -    -   -   56 

Other noninterest income(b)

   49   15    4   5    387   -   460 

Securities losses, net

   (2  -    -   -    (9  -   (11

Securities losses, net -non-qualifying hedges on MSRs

   -   -    (13  -    -   -   (13

Total noninterest income

   219   184    46   116    378   (34  909 

Noninterest expense:

          

Salaries, wages and incentives

   70   110    39   44    184   -   447 

Employee benefits

   18   26    11   10    45   -   110 

Technology and communications

   2   1    1   -    64   -   68 

Net occupancy expense

   7   43    3   3    19   -   75 

Card and processing expense

   1   29    -   -    (1  -   29 

Equipment expense

   5   13    -   -    13   -   31 

Other noninterest expense

   235   215    52   74    (292  (34  250 

Total noninterest expense

   338   437    106   131    32   (34  1,010 

Income (loss) before income taxes

   320   169    (13  12    394   -   882 

Applicable income tax expense (benefit)

   64   35    (3  3    82   -   181 

Net income (loss)

   256   134    (10  9    312   -   701 

Total goodwill

  $630   1,655    -   177    -   -   2,462 

Total assets

  $58,712   60,197    22,384   10,611    (10,521)(d)   -   141,383 
(a)

Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Condensed Consolidated Statements of Income.

(b)

Includes impairment charges of $2$8 for branches and land. For more information refer to Note 78 and Note 21.25.

(c)

Includes impairment charges of $2 for operating lease equipment. For more information refer to Note 9.

(d)

Includes bank premises and equipment of $41$20 classified as held for sale. For more information refer to Note 7.8.

Fifth Third Bancorp and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

27. Subsequent Events

On April 25, 2019, the Bancorp entered into an accelerated share repurchase transaction with a counterparty pursuant to which the Bancorp paid $200 million on April 29, 2019 to repurchase shares of its outstanding common stock. The following tables presentBancorp is repurchasing the resultsshares of operationsits common stock as part of its Board-approved 100 million share repurchase program previously announced on February 27, 2018. The Bancorp expects the settlement of the transaction to occur on or before June 28, 2019.

In a securitization transaction that occurred in May of 2019, the Bancorp transferred $1.4 billion in aggregate automobile loans to a bankruptcy remote trust which was deemed to be a VIE. The Bancorp retained residual interests in the VIE and assets by business segmentretained servicing rights for the six months ended:

June 30, 2018 ($ in millions)

 

    Commercial

    Banking

  

Branch  

Banking  

  

Consumer

Lending

  

Wealth 

and Asset 

Management 

  

General  

Corporate  

and Other  

  

Eliminations

  

Total

 

Net interest income

 $846    965   118   88     (1)      2,016  

Provision for (benefit from) loan and lease losses

  (29)   90   20   5     (30)      56  

Net interest income after provision for loan and lease losses

  875    875   98   83     29       1,960  

Noninterest income:

       

Service charges on deposits

  139    134   -   1           275  

Wealth and asset management revenue

     74   -   214        (69)(a)   221  

Corporate banking revenue

  205(c)   2   -   1           208  

Card and processing revenue

  28    133   -   2           163  

Mortgage banking net revenue

     3   106   -           109  

Other noninterest income(b)

  73    7   7   9     612       708  

Securities losses, net

     -   -   -     (15)      (15) 

Securities losses, net -non-qualifying hedges on MSRs

     -   (17  -           (17) 

Total noninterest income

  447    353   96   227     598    (69)   1,652  

Noninterest expense:

       

Salaries, wages and incentives

  141    220   82   87     388       918  

Employee benefits

  27    53   20   17     71       188  

Net occupancy expense

  13    88   5   6     37       149  

Technology and communications

     3   2   -     126       135  

Equipment expense

  11    25   -   -     25       61  

Card and processing expense

     59   -   -     (1)      60  

Other noninterest expense

  545    423   102   144     (573)   (69)   572  

Total noninterest expense

  743    871   211   254     73    (69)   2,083  

Income (loss) before income taxes

  579    357   (17  56     554       1,529  

Applicable income tax expense (benefit)

  32    75   (3  12     123       239  

Net income (loss)

  547    282   (14  44     431       1,290  

Total goodwill

 $630    1,655   -   177           2,462  

Total assets

 $58,763    60,281   22,128   9,270     (9,747)(d)      140,695  
(a)

Revenue sharing agreements between wealth and asset management and branch banking are eliminated inunderlying loans. As a result, the Condensed Consolidated Statements of Income.

(b)

Includes impairment charges of$41 for branches and land. For more information refer to Note 7 and Note 21.

(c)

Includes impairment charges of$2for operating lease equipment. For more information refer to Note 21.

(d)

Includes bank premises and equipment of$37 classified as held for sale. For more information refer to Note 7.

Fifth Third Bancorp concluded that it is the primary beneficiary and, Subsidiaries

Notestherefore, will consolidate the VIE in the second quarter of 2019 Form10-Q. The third-party holders of the asset-backed notes do not have recourse to Condensed Consolidated Financial Statements (unaudited)

June 30, 2017 ($ in millions)

 

    Commercial

    Banking

  

  Branch  

  Banking  

  

Consumer

Lending

  

Wealth

and Asset

Management

  

General

Corporate

and Other

  

Eliminations

  

Total

 

Net interest income

 $839   867   120   75    (29     1,872  

Provision for (benefit from) loan and lease losses

  29   80   22      (8     126  

Net interest income after provision for loan and lease losses

  810   787   98   72    (21     1,746  

Total noninterest income

       

Service charges on deposits

  146   130   -      -      277  

Wealth and asset management revenue

  2   71   -   205    -   (67)(a)    211  

Corporate banking revenue

  173(c)   3   -      (1     175  

Card and processing revenue

  28   122   -      -      153  

Mortgage banking net revenue

  -   3   105      -      108  

Other noninterest income(b)

  80   45   9      26      160  

Securities gains, net

  -   -   -      1       

Securities gains, net -non-qualifying hedges on MSRs

  -   -   2      -       

Total noninterest income

  429   374   116   209    26   (67)   1,087  

Noninterest expense

       

Salaries, wages and incentives

  127   208   77   76    320      808  

Employee benefits

  27   53   20   16    80      196  

Net occupancy expense

  13   90   5      35      148  

Technology and communications

  5   2   1      108      116  

Equipment expense

  8   26   -      23      57  

Card and processing expense

  2   62   -      (1     63  

Other noninterest expense

  507   388   110   134    (517  (67)   555  

Total noninterest expense

  689   829   213   231    48   (67)   1,943  

Income (loss) before income taxes

  550   332   1   50    (43     890  

Applicable income tax expense (benefit)

  97   117   -   17    (13     218  

Net income (loss)

  453   215   1   33    (30     672  

Total goodwill

 $613   1,655   -   155    -      2,423  

Total assets

 $57,766   57,396   22,442   8,238    (4,775)(d)       141,067  
(a)

Revenue sharing agreements between wealth and asset management and branch banking are eliminated in the Condensed Consolidated Statements of Income.

(b)

Includes impairment charges of $5 for branches and land. For more information refer to Note 7 and Note 21.

(c)

Includes impairment charges of $31 for operating lease equipment. For more information refer to Note 21.

(d)

Includes bank premises and equipment of $41 classified as held for sale. For more information refer to Note 7.

23. Pending Acquisitionthe general assets of the Bancorp.

On May 21, 2018,3, 2019 MB Financial Bank, N.A., merged with and into Fifth Third BancorpBank, with Fifth Third Bank as the surviving entity and MB Financial, Inc. jointly announcedincluded all systems and client conversion in connection with the signing of a definitive merger agreement under which, on the terms and conditions set forth therein, MB Financial, Inc. (“MB Financial”) will merge withbank merger. Fifth Third Bank is a subsidiary of Fifth Third Bancorp in a transaction valued at approximately $4.7 billion based on the closing price of Fifth Third’s common shares on May 18, 2018. MB Financial is headquartered in Chicago, Illinois with reported assets of approximately $20 billion as of March 31, 2018 and is the holding company of MB Financial Bank, N.A. In conjunction with the closing of the transaction, two members of MB Financial’s Board of Directors are expected to join the Fifth Third Bancorp Board.

Under the terms of the agreement, common shareholders of MB Financial will receive 1.45 shares of Fifth Third common stock and $5.54 in cash for each share of MB Financial common stock, which had an implied value of $54.20 per share of MB Financial common stock, based on the closing price of Fifth Third’s common shares on May 18, 2018. The exchange ratio of Fifth Third common shares for MB Financial common shares is fixed and will not adjust based on changes in Fifth Third’s share trading price.

The transaction is subject to the satisfaction of all customary closing conditions, including regulatory approval as well as the approval of MB Financial shareholders. The transaction is expected to close in the first quarter of 2019.

24. Subsequent Events

On July 26, 2018 the Bank issued and sold $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.

Between July 20, 2018 and August 2, 2018, the Bancorp entered into repurchase transactions of 16,945,020 shares, or approximately $500 million, of its outstanding common stock through the open market, which settled between July 24, 2018 and August 6, 2018.Bancorp.

PART II. OTHER INFORMATION

Legal Proceedings (Item 1)

Refer to Note 1620 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 for information regarding legal proceedings.

Risk Factors (Item 1A)

The following is a change to the risk factors as previously disclosed in the Registrant’s Annual Report on Form10-K for the year ended December 31, 2017.2018:

The acquisitionSocietal 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 MB Financialclimate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may dilute current shareholders’ ownershipchange their behavior on their own as a result of these concerns. Fifth Third and may causeits customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. Fifth Third to become more susceptible to adverse economic events.

and its customers may face cost increases, asset value reductions, operating process changes, and the like. The impact on Fifth ThirdThird’s customers will issue a substantial number of additional shares of stocklikely vary depending on their specific attributes, including reliance on or role in its merger with MB Financial, which will dilute current shareholders’ ownership interests. Fifth Third will also use substantial cash or other liquid assets or incur debt to fund the merger. In those events,carbon intensive activities. Fifth Third could become more susceptible to economic downturns, market conditionsexperience a drop in demand for Fifth Third’s products and competitive pressures.

Fifth Third and MB Financial will incur transaction and integration costsservices, particularly in connection with the merger.

Each of Fifth Third and MB Financial has incurred and expects that it will incur significant,non-recurring costs in connection with consummating the merger.certain sectors. In addition, Fifth Third will incur integration costs followingcould face reductions in creditworthiness on the completionpart of some customers or in the merger asvalue of assets securing loans. Fifth Third integrates the businesses of the two companies, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies relatedThird’s efforts to the integration of the businesses will be realized to offsettake these transaction and integration costs over time. See the risk factor entitled “—Fifth Third May Fail to Realize the Anticipated Benefits of the Merger” below. Fifth Third and MB Financial may also incur additional costs to maintain employee morale and to retain key employees. Fifth Third and MB Financial will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing feesrisks into account in making lending and other costs associateddecisions, including by increasing business relationships with the merger. Some of these costs are payable regardless of whether the merger is completed.

Fifth Third may fail to realize the anticipated benefits of the merger.

Inherent uncertainties exist when assessing or integrating the operations of an acquired business or investment or relationship opportunity. Fifth Thirdclimate-friendly companies, may not be able to fully achieve its strategic objectives and planned operating efficiencieseffective in its acquisition of MB Financial, Inc. Additionally, integration of MB Financial may requireprotecting Fifth Third to devote substantial time and resources and may cause this acquisition to be unprofitable or cause Fifth Third to be unable to pursue other business opportunities.

Fifth Third and MB Financial have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, Fifth Third’s ability to combine the businesses of Fifth Third and MB Financial in a manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and does not materially disrupt the existing customer relationships of Fifth Third or MB Financial or result in decreased revenues due to any 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. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could have an adverse effect on the combined company’s business, financial condition, operating results and prospects.

Certain employees may not be employed by Fifth Third after the merger. In addition, employees that Fifth Third wishes to retain may elect to terminate their employment as a result of the merger, which 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.

After completing the acquisition, Fifth Third may find 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.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated in the merger agreement can be completed, various approvals must be obtained from the bank regulatorynegative impact of new laws and other governmental authorities. In deciding whether to grant these approvals, the relevant governmental entities will consider a variety of factors, including the regulatory standing of each of the parties and the effect of the merger on competition. An adverse developmentregulations or changes in either party’s regulatory standingconsumer or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay receipt of required approvals.

The Federal Reserve Board has stated that if supervisory issues arise during processing of an application for approval of a merger transaction, a banking organization will be expected to withdraw its application pending resolution of such supervisory concerns. Accordingly, if there is an adverse development in either party’s regulatory standing, Fifth Third may be required to withdraw its application for approval of the proposed merger and, if possible, resubmit it after the applicable supervisory concerns have been resolved.

The terms of the approvals that are granted may impose conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. Nor can there be any assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.

Fifth Third and MB Financial believe that the proposed transactions should not raise significant regulatory concerns and that Fifth Third will be able to obtain all requisite regulatory approvals in a timely manner. However, the processing time for obtaining regulatory approvals for mergers of banking institutions, particularly for larger institutions, has increased since the financial crisis. In addition, despite the parties’ commitments to use their reasonable best efforts to comply with conditions imposed by regulatory entities, under the terms of the merger agreement, Fifth Third and MB Financial will not be required to take actions that would reasonably be expected to have a material adverse effect on Fifth Third and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to MB Financial and its subsidiaries, taken as a whole).

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: approval of the merger and charter amendment by the MB Financial common stockholders, receipt of requisite regulatory approvals, absence of orders prohibiting completion of any of the proposed transactions, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the Fifth Third common shares to be issued in connection with the merger for listing on the NASDAQ, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the merger agreement) and the performance by both parties of their covenants and agreements, and the receipt by both parties of legal opinions from their respective tax counsels. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval, or Fifth Third or MB Financial may elect to terminate the merger agreement in certain other circumstances.behavior.

Unregistered Sales of Equity Securities and Use of Proceeds (Item 2)

Refer to the “Capital Management” section within Management’s Discussion and Analysis in Part I, Item 2 for information regarding purchases and sales of equity securities by the Bancorp during the secondfirst quarter of 2018.2019.

Defaults Upon Senior Securities (Item 3)

None.

Mine Safety Disclosures (Item 4)

Not applicable.

Other Information (Item 5)

None.

Exhibits (Item 6)

 

2.1

 

Agreement and Plan of Merger by and among Fifth Third Bancorp, Fifth Third Financial Corporation and MB Financial, Inc., dated as of May 20, 2018. Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form8-K filed with the SEC on May 22, 2018.

3.1

Amended Articles of Incorporation of Fifth Third Bancorp, as amended. Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form10-Q for the fiscal quarter ended June 30, 2014.

3.2

3.2Amendment to Amended Articles of Incorporation of Fifth Third Bancorp, as amended.

 3.3

Code of Regulations of Fifth Third Bancorp as Amended as of September 15, 2014. Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form10-K filed withfor the fiscal year ended December 31, 2015.

4.1

Certain 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 RegulationS-K. The Registrant hereby undertakes to furnish to the SEC, on February 25, 2016.upon request, copies of any such instruments.

4.1

 4.2

Seventh Supplemental Indenture datedCharter of MB Financial, Inc., as of June 5, 2018 between Fifth Third Bancorp and Wilmington Trust Company, as Trustee, to the Indenture for Senior Debt Securities dated as of April 30, 2008 between Fifth Third Bancorp and the Trustee.amended. Incorporated by reference to Exhibit 4.1 to the Registrant’sPost-Effective Amendment No. One on FormS-8 to MB Financial, Inc.’s FormS-4 Registration Statement filed on August 26, 2016 (RegistrationNo. 333-208966).

4.3

Articles Supplementary to the Charter of MB Financial, Inc. for MB Financial, Inc.’s 6.00%Non-Cumulative Perpetual Preferred Stock, Series C. Incorporated by reference to Exhibit 3.1 to MB Financial, Inc.’s Current Report on Form8-K filed with the SEC on June 5, 2018.November 21, 2017.

4.2

 4.4

FormBy-laws of Floating Rate Senior Notes due 2021.MB Financial, Inc., as amended. Incorporated by reference to Exhibit 4.23.1 to the Registrant’sMB Financial, Inc.’s Current Report on Form8-K filed with the SEC on June 5, 2018.March 2, 2015.

10.1

 10.1

Supplemental Confirmation dated May 23, 2018, to Master Confirmation, dated July  29, 2015,as supplemented by two Supplemental Confirmations, for accelerated share repurchase transaction dated March 11, 2019 between Fifth Third Bancorp and Morgan Stanley & Co. LLC.JPMorgan Chase Bank, National Association, London Branch.*

12.1

 

Computations of Consolidated Ratios of Earnings to Fixed Charges.

12.2

Computations of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements.

31(i)

Certification Pursuant to Section  302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

31(ii)

31(ii)

Certification Pursuant to Section  302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

32(i)

32(i)

Certification Pursuant to 18 U.S.C. Section  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer.

32(ii)

32(ii)

Certification Pursuant to 18 U.S.C. Section  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer.

101

101

Interactive data files pursuant to Rule 405 of RegulationS-T: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Changes in Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements tagged as blocks of text and in detail.

*An application for confidential treatment for selected Selected portions of this exhibit hashave been filedomitted in accordance with the Securities and Exchange Commission.Item 601(b)(10) of RegulationS-K.

SignaturesSignature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  

Fifth Third Bancorp                            

  

Registrant

RegistrantDate: May 10, 2019

  

Date: August 8, 2018

  

/s/ Tayfun Tuzun                  

  

Tayfun Tuzun

  

Executive Vice President and

  

Chief Financial Officer

  

(Duly Authorized Officer & Principal Financial Officer)

 

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