.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the mergers and the related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes.

In the first merger, Comerica will merge with and into Fifth Third Intermediary, with Fifth Third Intermediary as the surviving corporation. In the second merger, immediately following the first merger, Comerica Holdings will merge with and into Fifth Third Intermediary, with Fifth Third Intermediary as the surviving corporation. In the bank mergers, which will occur following the mergers, at a time determined by Fifth Third, Comerica Bank and Comerica Bank & Trust will each merge with and into Fifth Third Bank, with Fifth Third Bank continuing as the surviving bank.

Each share of Comerica common stock issued and outstanding immediately prior to the effective time (except for shares of Comerica common stock owned by Comerica or Fifth Third (in each case other than shares of Comerica common stock (i) held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity that are beneficially owned by third parties or (ii) held, directly or indirectly, by Comerica or Fifth Third in respect of debts previously contracted)) will be converted into the right to receive 1.8663 shares of Fifth Third common stock. Each share of Comerica preferred stock issued and outstanding immediately prior to the effective time will automatically be converted into the right to receive one (1) share of new Fifth Third preferred stock, having terms that are not materially less favorable than the terms of the Comerica preferred stock, and each outstanding Comerica depositary share will be automatically converted into a new Fifth Third depositary share, representing a 1/40th interest in the new Fifth Third preferred stock.

The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2025, and for the year ended December 31, 2024 combine the historical consolidated income statements of Fifth Third and Comerica, giving effect to the mergers as if it had been completed on January 1, 2024. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2025, combines the historical consolidated balance sheets of Fifth Third and Comerica, giving effect to the mergers as if it had been completed on September 30, 2025.

The historical consolidated financial statements of Fifth Third and Comerica have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to pro forma events that are necessary to account for the mergers, in accordance with U.S. GAAP. The unaudited pro forma adjustments are based upon available information and certain assumptions that Fifth Third (as the accounting acquirer) believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies. Certain reclassifications have also been made to align Fifth Third’s and Comerica’s historical financial statement presentation and accounting policies.

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of Fifth Third and the related notes included in Fifth Third’s Annual Report on Form 10-K for the year ended December 31, 2024, and the historical unaudited condensed consolidated financial statements of Fifth Third and the related notes included in Fifth Third’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, and (ii) the historical audited consolidated financial statements of Comerica and the related notes included in Comerica’s Annual Report on Form 10-K for the year ended December 31, 2024, and the historical unaudited consolidated financial statements of Comerica and the related notes included in Comerica’s Quarterly Report on Form 10-Q for the period ended September 30, 2025.

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the mergers been completed as of the dates indicated or that may be achieved in the future.

The mergers are being accounted for as a business combination using the acquisition method with Fifth Third as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. Under this method of accounting, the aggregate purchase consideration will be allocated to Comerica’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the mergers. The process of valuing the net assets of Comerica immediately prior to the mergers, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the purchase consideration and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill.

The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions, and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon completion of the mergers.

As of the date of this registration statement, Fifth Third has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Comerica assets to be acquired or liabilities to be assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain Comerica assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. A final determination of the fair value of Comerica’s assets and liabilities will be based on Comerica’s actual assets and liabilities as of the date the first merger closes (“closing date”) and, therefore, cannot be made prior to the completion of the mergers. In addition, the value of the merger consideration to be paid in shares of Fifth Third common stock upon the completion of the mergers will be determined based on the closing price of Fifth Third’s common stock on the closing date and the number of issued and outstanding shares of Comerica common stock immediately prior to the closing. Actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information, and the differences may be material.

Further, Fifth Third has not identified all adjustments necessary to conform Comerica’s accounting policies to Fifth Third’s accounting policies. Upon completion of the mergers, or as more information becomes available, the combined company will perform a more detailed review of Fifth Third’s accounting policies and Comerica’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information. Fifth Third estimated the fair value of certain Comerica assets and liabilities based on a preliminary valuation analysis, due diligence information, information presented in Comerica’s SEC filings and other publicly available information. Until the mergers are completed, both companies are limited in their ability to share certain information.

Upon completion of the mergers, a final determination of the fair value of Comerica assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

FIFTH THIRD UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEET AS OF SEPTEMBER 30, 2025

 

($ in millions)		Historical Fifth Third				Reclassified Comerica (Note 3)				Pro Forma Adjustments				Note 4				Pro Forma Combined
Assets
Cash and due from banks		$	2,901				986				—								3,887
Other short-term investments			17,215				4,082				—								21,297
Available-for-sale debt and other securities			36,461				15,031				102				A				51,594
Held-to-maturity securities			11,498				—				—								11,498
Trading debt securities			1,266				170				—								1,436
Equity securities			287				133				—								420
Loans and leases held for sale			576				1				—								577
Portfolio loans and leases			123,130				50,886				73				B				174,089
Allowance for loan and lease losses			(2,265	)			(686	)			(120	)			C				(3,071	)
Portfolio loans and leases, net			120,865				50,200				(47	)							171,018
Bank premises and equipment			2,655				603				—								3,258
Operating lease equipment			379				—				—								379
Goodwill			4,947				635				2,121				D				7,703
Intangible assets			76				5				1,253				D				1,334
Servicing rights			1,601				—				—								1,601
Other assets			12,176				6,404				340				E,G				18,920
Total Assets			$212,903				78,250				3,769								294,922
Liabilities
Deposits:
Noninterest-bearing deposits		$	41,830				22,581				—								64,411
Interest-bearing deposits			124,739				40,161				4				F				164,904
Total deposits			166,569				62,742				4								229,315
Federal funds purchased			183				—				—								183
Other short-term borrowings			5,077				—				—								5,077
Accrued taxes, interest and expenses			1,943				975				—								2,918
Other liabilities			4,347				1,682				1,573				G,H				7,602
Long-term debt			13,677				5,422				(4	)			I				19,095
Total Liabilities		$	191,796				70,821				1,573								264,190
Equity
Common stock		$	2,051				1,141				(598	)			J				2,594
Preferred stock			1,770				392				—				K				2,162
Capital surplus			3,813				2,197				7,448				J				13,458
Retained earnings			25,057				12,268				(13,223	)			J,L				24,102
Accumulated other comprehensive loss			(3,276	)			(2,261)				2,261				J				(3,276	)
Treasury stock			(8,308	)			(6,308	)			6,308				J				(8,308	)
Total Equity		$	21,107				7,429				2,196								30,732
Total Liabilities and Equity		$	212,903				78,250				3,769								294,922

See accompanying notes to unaudited pro forma condensed combined financial statements.

FIFTH THIRD AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED

INCOME STATEMENT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

 

($ in millions)		Historical Fifth Third				Reclassified Comerica (Note 3)				Pro Forma Adjustments				Note 5				Pro Forma Combined
Interest Income
Interest and fees on loans and leases		$	5,604				2,325				(40	)			A				7,889
Interest on securities			1,354				329				166				B				1,849
Interest on other short-term investments			477				163				—								640
Total interest income			7,435				2,817				126								10,378
Interest Expense
Interest on deposits			2,226				788				(2	)			C				3,012
Interest on federal funds purchased			7				7				—								14
Interest on other short-term borrowings			174				21				—								195
Interest on long-term debt			575				261				—								836
Total interest expense			2,982				1,077				(2	)							4,057
Net Interest Income			4,453				1,740				128								6,321
Provision for credit losses			544				86				—								630
Net Interest Income After Provision for Credit Losses			3,909				1,654				128								5,691
Noninterest Income
Wealth and asset management revenue			519				202				—								721
Commercial payments revenue			462				192				—								654
Consumer banking revenue			428				126				—								554
Capital markets fees			294				110				—								404
Commercial banking revenue			247				89				—								336
Mortgage banking net revenue			171				1				—								172
Other noninterest income			86				57				—								143
Securities gains, net			17				7				—								24
Total noninterest income			2,224				784				—								3,008
Noninterest Expense
Compensation and benefits			2,132				1,079				—								3,211
Technology and communications			378				157				—								535
Net occupancy expense			260				140				—								400
Equipment expense			126				41				—								167
Loan and lease expense			105				7				—								112
Marketing expense			105				29				—								134
Card and processing expense			65				193				—								258
Other noninterest expense			664				96				154				F				914
Total noninterest expense			3,835				1,742				154								5,731
Income Before Income Taxes			2,298				696				(26	)							2,968
Applicable income tax expense			507				149				(6	)			G				650
Net Income			1,791				547				(20	)							2,318
Dividends on preferred stock			114				17				—				H				131
Income allocated to participating securities			—				3				—								3
Net Income Available to Common Shareholders		$	1,677				527				(20	)							2,184
Earnings per share-basic		$	2.51				—				—								2.41
Earnings per share-diluted		$	2.49				—				—								2.38
Average common shares outstanding-basic			669,405,202				—				238,434,207				I				907,839,409
Average common shares outstanding-diluted			673,631,736				—				244,633,316				I				918,265,052

See accompanying notes to unaudited pro forma condensed combined financial statements.

FIFTH THIRD AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED

INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2024

 

($ in millions)		Historical Fifth Third				Reclassified Comerica (Note 3)				Pro Forma Adjustments				Note 5		Pro Forma Combined
Interest Income
Interest and fees on loans and leases		$	7,477				3,252				(55	)		A			10,674
Interest on securities			1,839				417				263			B			2,519
Interest on other short-term investments			1,110				318				—						1,428
Total interest income			10,426				3,987				208						14,621
Interest Expense
Interest on deposits			3,736				1,238				(5	)		C			4,969
Interest on federal funds purchased			11				—				—						11
Interest on other short-term borrowings			157				48				—						205
Interest on long-term debt			892				463				—						1,355
Total interest expense			4,796				1,749				(5	)					6,540
Net Interest Income			5,630				2,238				213						8,081
Provision for credit losses			530				49				806			D			1,385
Net Interest Income After Provision for Credit Losses			5,100				2,189				(593	)					6,696
Noninterest Income
Wealth and asset management revenue			647				271				—						918
Commercial payments revenue			608				259				—						867
Consumer banking revenue			555				187				—						742
Capital markets fees			424				142				—						566
Commercial banking revenue			377				109				—						486
Mortgage banking net revenue			211				1				—						212
Other noninterest income			12				86				—						98
Securities gains (losses), net			15				(8	)			—						7
Total noninterest income			2,849				1,047				—						3,896
Noninterest Expense
Compensation and benefits			2,763				1,352				—						4,115
Technology and communications			474				195				—						669
Net occupancy expense			339				181				—						520
Equipment expense			153				55				—						208
Loan and lease expense			132				11				—						143
Marketing expense			115				41				—						156
Card and processing expense			84				263				—						347
Other noninterest expense			973				250				1,494			E,F			2,717
Total noninterest expense			5,033				2,348				1,494						8,875
Income Before Income Taxes			2,916				888				(2,087	)					1,717
Applicable income tax expense			602				190				(511	)		G			281
Net Income			2,314				698				(1,576	)					1,436
Dividends on preferred stock			159				23				—			H			182
Income allocated to participating securities			—				4				—						4
Net Income Available to Common Shareholders		$	2,155				671				(1,576	)					1,250
Earnings per share-basic		$	3.16				—				—						1.36
Earnings per share-diluted		$	3.14				—				—						1.34
Average common shares outstanding-basic			682,160,985				—				238,434,207			I			920,595,192
Average common shares outstanding-diluted			687,300,837				—				244,633,316			I			931,934,153

See accompanying notes to unaudited pro forma condensed combined financial statements.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.	Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes have been prepared in accordance with Article 11 of Regulation S-X. As discussed in Note 3, certain reclassifications were made to align Comerica with Fifth Third’s accounting policies and financial statement presentation. The review of Comerica’s accounting policies and financial statement presentation is preliminary, and additional differences could be identified prior to completion of the merger.

The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting under the provisions of ASC Topic 805, Business Combinations, with Fifth Third identified as the accounting acquirer. The fair value concepts applied are consistent with ASC Topic 820, Fair Value Measurement. Under ASC 805, the assets acquired and liabilities assumed in a business combination are generally recognized and measured at their estimated fair values as of the acquisition date. Transaction costs associated with the merger are expensed as incurred. Any excess of the purchase consideration over the estimated fair value of net assets acquired will be allocated to goodwill.

The pro forma allocation of the purchase price is based on preliminary estimates and assumptions and is subject to change. Fifth Third has not completed the valuation analysis necessary to finalize the fair value estimates of Comerica’s assets and liabilities. Preliminary estimates have been developed for certain intangible assets and select financial assets and liabilities. Other assets and liabilities are presented at their historical carrying amounts and should be considered preliminary. The final allocation of the purchase price will be completed within the 12-month measurement period following the acquisition date, in accordance with ASC Topic 805. A final determination of fair values will be based on Comerica’s actual assets and liabilities as of the closing date of the merger and may differ materially from the preliminary estimates presented herein.

The unaudited pro forma condensed combined balance sheet as of September 30, 2025 combines the historical consolidated balance sheets of Fifth Third and Comerica, giving effect to the merger as if it had occurred on September 30, 2025. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2025 and for the year ended December 31, 2024 combine the historical results of Fifth Third and Comerica, giving effect to the merger as if it had occurred on January 1, 2024.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been achieved had the merger been completed on the dates indicated, nor is it indicative of future results or financial position of Fifth Third following the merger.

 

2.	Preliminary Purchase Price Allocation

The following table summarizes the determination of the preliminary estimated purchase consideration as well as a sensitivity analysis assuming a 10% decrease and 10% increase in the price per share of Fifth Third common stock from the October 24, 2025 baseline.

 

						Sensitivity Analysis
						(10)%				+10%
Comerica shares outstanding at October 3, 2025(a)			128,054,461				128,054,461				128,054,461
Exchange ratio(b)			1.8663				1.8663				1.8663
Fifth Third shares to be issued in merger			238,988,041				238,988,041				238,988,041
FITB stock price as of October 24, 2025		$	42.63				38.37				46.89
Common stock consideration ($ in millions)		$	10,188				9,170				11,206
Preferred stock issued			392				392				392
Common and preferred stock consideration		$	10,580				9,562				11,598

 

(a)	Comerica shares outstanding includes the conversion of certain vested equity awards held by Comerica employees into Fifth Third equity awards.

(b)	Exchange ratio pursuant to the terms of the merger agreement.

The following table summarizes the allocation of the preliminary estimated purchase consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of Comerica, as if the merger had been completed on September 30, 2025, with the excess recorded to goodwill:

 

($ in millions)		Amount
Preliminary fair value of assets acquired:
Cash and due from banks		$	986
Other short-term investments			4,082
Available-for-sale debt and other securities			15,133
Trading debt securities			170
Equity securities			133
Loans and leases held for sale			1
Portfolio loans and leases, net			50,153
Bank premises and equipment			603
Identifiable intangible assets			1,258
Other assets			6,434
Preliminary fair value of liabilities assumed:
Total deposits			62,746
Accrued taxes, interest and expenses			975
Other liabilities			1,990
Long-term debt			5,418
Preliminary fair value of net assets acquired			7,824
Preliminary goodwill			2,756
Preliminary estimated purchase price consideration		$	10,580

 

3.	Reclassification Adjustments

During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary analysis of Comerica’s financial information to identify differences in accounting policies and financial statement presentation as compared to those of Fifth Third. As a result, certain reclassification adjustments have been made to conform Comerica’s accounting policies and historical financial statement presentation to Fifth Third’s accounting policies and historical financial statement presentation. Following the completion of the merger, or as more information becomes available, Fifth Third will finalize the review of accounting policies and reclassifications, which could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information presented herein.

A.	The following items represent certain reclassification adjustments to conform Comerica’s historical consolidated balance sheet presentation to Fifth Third’s historical consolidated balance sheet presentation as of September 30, 2025 ($ in millions):

 

Fifth Third Historical Consolidated Balance Sheet Line Items		Comerica Historical Consolidated Balance Sheet Line Items		Comerica				Reclass				Note 3A				Reclassified Comerica
Assets:
Cash and due from banks		Cash and due from banks		$	986				—								986
		Interest-bearing deposits with banks			4,053				(4,053	)			(ii)				—
Other short-term investments		Other short-term investments			325				3,757				(i), (ii), (iii)				4,082
Available-for-sale debt and other securities		Investment securities available-for-sale			14,816				215				(iv)				15,031
Held-to-maturity securities					—				—								—
Trading debt securities					—				170				(iii)				170
Equity securities					—				133				(iii)				133
Loans and leases held for sale					—				1				(iii)				1
Portfolio loans and leases		Total loans			50,886				—								50,886
Allowance for loan and lease losses		Allowance for loan losses			(686	)			—								(686	)
Portfolio loans and leases, net		Net loans			50,200				—								50,200
Bank premises and equipment		Premises and equipment			432				171				(iv)				603
Operating lease equipment					—				—								—
Goodwill					—				635				(iv)				635
Intangible assets					—				5				(iv)				5
Servicing rights					—				—								—
Other assets		Accrued income and other assets			6,564				(160	)			(i), (iv)				6,404
Total Assets		Total Assets		$	77,376				874								78,250
Fifth Third Historical Consolidated Balance Sheet Line Items		Comerica Historical Consolidated Balance Sheet Line Items		Comerica				Reclass				Note 3A				Reclassified Comerica
Liabilities:
Deposits:
Noninterest-bearing deposits		Noninterest-bearing deposits		$	22,581				—								22,581
Interest-bearing deposits		Total interest-bearing deposits			40,015				146				(i)				40,161
Total deposits		Total deposits			62,596				146								62,742
Federal funds purchased					—				—								—
Other short-term borrowings		Short-term borrowings			—				—								—
Accrued taxes, interest and expenses					—				975				(v)				975
Other liabilities		Accrued expenses and other liabilities			1,929				(247	)			(i), (v)				1,682
Long-term debt		Medium- and long-term debt			5,422				—								5,422
Total Liabilities				$	69,947				874								70,821
Equity
Common stock		Common stock		$	1,141				—								1,141
Preferred stock		Preferred stock			392				—								392
Capital surplus		Capital surplus			2,197				—								2,197
Retained earnings		Retained earnings			12,268				—								12,268
Accumulated other comprehensive loss		Accumulated other comprehensive loss			(2,261	)			—								(2,261	)
Treasury stock		Cost of common stock in treasury			(6,308	)			—								(6,308	)
Total Equity		Total shareholders’ equity		$	7,429				—								7,429
Total Liabilities and Equity		Total liabilities and shareholders’ equity		$	77,376				874								78,250

 

i.	To reclassify derivative assets and liabilities to present a gross presentation of Comerica’s derivatives subject to a master netting arrangement.

ii.	To reclassify $4.1 billion of interest-bearing deposits with banks to other short-term investments.

iii.	To reclassify $133 million of equity securities, $170 million of variable rate demand notes, and $1 million of loans held for sale within other short-term investments to equity securities, trading debt securities, and loans and leases held for sale, respectively.

iv.

To reclassify $635 million of goodwill, $5 million of intangible assets, $171 million of capitalized software, net, and $215 million of FHLB and FRB restricted stock holdings within other assets to goodwill, intangible assets, bank premises and equipment, and available-for-sale debt and other securities, respectively.

v.	To reclassify $975 million of accrued taxes, interest and expenses within accrued expenses and other liabilities to accrued taxes, interest and expenses.

 

B.	The following items represent certain reclassification adjustments to conform Comerica’s historical consolidated statements of income presentation to Fifth Third’s historical consolidated statements of income presentation for the nine months ended September 30, 2025 ($ in millions):

 

Fifth Third Historical Consolidated Statements of Income Line Items		Comerica Historical Consolidated Statements of Income Line Items		Comerica				Reclass				Note 3B				Reclassified Comerica
Interest Income
Interest and fees on loans and leases		Interest and fees on loans		$	2,309				16				(ii)				2,325
Interest on securities		Interest on investment securities			321				8				(i)				329
Interest on other short-term investments		Interest on short-term investments			171				(8	)			(i)				163
Total interest income		Total interest income			2,801				16								2,817
Interest Expense
Interest on deposits		Interest on deposits			788				—								788
Interest on federal funds purchased					—				7				(iii)				7
Interest on other short-term borrowings		Interest on short-term borrowings			28				(7	)			(iii)				21
Interest on long-term debt		Interest on medium- and long-term debt			261				—								261
Total interest expense		Total interest expense			1,077				—								1,077
Net Interest Income		Net interest income			1,724				16								1,740
Provision for credit losses		Provision for credit losses			86				—								86
Net Interest Income After Provision for Credit Losses		Net interest income after provision for credit losses			1,638				16								1,654
Noninterest Income
Wealth and asset management revenue					—				202				(iv)				202
		Fiduciary income			160				(160	)			(iv)				—
		Brokerage fees			42				(42	)			(iv)				—
Commercial payments revenue					—				192				(v)				192
Consumer banking revenue					—				126				(v), (vi)				126
		Card fees			175				(175	)			(v)				—
		Service charges on deposit accounts			140				(140	)			(v)				—
Capital markets fees		Capital markets income			110				—								110
Commercial banking revenue					—				89				(vii), (ix)				89
		Commercial lending fees			50				(50	)			(vii)				—
		Letter of credit fees			31				(31	)			(vii)				—
Mortgage banking net revenue					—				1				(vi)				1
Other noninterest income		Other noninterest income			37				20				(vi), (viii)				57
		Bank-owned life insurance			31				(31	)			(viii)				—
		Risk management hedging income			16				(16	)			(ii)				—
Securities gains, net					—				7				(vi)				7
Total noninterest income		Noninterest income		$	792				(8	)							784

Fifth Third Historical Consolidated Statements of Income Line Items		Comerica Historical Consolidated Statements of Income Line Items		Comerica				Reclass				Note 3B				Reclassified Comerica
Noninterest Expense
Compensation and benefits		Salaries and benefits expense		$	1,079				—								1,079
Technology and communications		Software expense			146				11				(ix)				157
Net occupancy expense		Occupancy expense			140				—								140
Equipment expense		Equipment expense			39				2				(ix)				41
Loan and lease expense					—				7				(x)				7
Marketing expense		Advertising expense			29				—								29
Card and processing expense		Outside processing fee expense			200				(7	)			(x)				193
Other noninterest expense		Other noninterest expenses			66				30				(ix), (xi)				96
		FDIC insurance expense			35				(35	)			(xi)				—
Total noninterest expense		Total noninterest expenses			1,734				8								1,742
Income Before Income Taxes		Income before income taxes			696				—								696
Applicable income tax expense		Provision for income taxes			149				—								149
Net Income		Net income			547				—								547
Dividends on preferred stock		Preferred stock dividends			17				—								17
		Income allocated to participating securities			3				—								3
Net Income Available to Common Shareholders		Net income attributable to common shares		$	527				—								527

 

i.	To reclassify $8 million of interest income on securities within interest on short-term investments to interest on securities.

ii.	To reclassify $16 million of interest on loans within risk management hedging income to interest and fees on loans and leases.

iii.	To reclassify interest on federal funds purchased within interest on short-term borrowings to interest on federal funds purchased.

iv.	To reclassify fiduciary income and brokerage fees to wealth and asset management revenue.

v.	To reclassify $124 million and $16 million of services charges on deposit accounts to commercial payments revenue and consumer banking revenue, respectively and to reclassify $68 million and $107 million of card fees to commercial payments revenue and consumer banking revenue, respectively.

vi.	To reclassify $3 million of retail service fees, $1 million of mortgage banking net revenue, and $7 million of net securities gains within other noninterest income to consumer banking revenue, mortgage banking net revenue, and securities gains, net, respectively.

vii.	To reclassify letter of credit fees and commercial lending fees to commercial banking revenue.

viii.

To reclassify bank-owned life insurance to other noninterest income.

ix.	To reclassify $2 million of small equipment expense, $11 million of telecommunications expense, and $8 million of net gains on sale of assets within other noninterest expense to equipment expense, technology and communications expense, and commercial banking revenue, respectively.

x.	To reclassify loan expense within card and processing expense to loan and lease expense.

xi.	To reclassify FDIC insurance expense to other noninterest expense.

C.	The following items represent certain reclassification adjustments to conform Comerica’s historical consolidated statements of income presentation to Fifth Thirds historical consolidated statements of income presentation for the year ended December 31, 2024 ($ in millions):

 

Fifth Third Historical Consolidated Statements of Income Line Items		Comerica Historical Consolidated Statements of Income Line Items		Comerica				Reclass				Note 3C				Reclassified Comerica
Interest Income
Interest and fees on loans and leases		Interest and fees on loans		$	3,204				48				(ii)				3,252
Interest on securities		Interest on investment securities			402				15				(i)				417
Interest on other short-term investments		Interest on short-term investments			333				(15	)			(i)				318
Total interest income		Total interest income			3,939				48								3,987
Interest Expense
Interest on deposits		Interest on deposits			1,238				—								1,238
Interest on federal funds purchased					—				—								—
Interest on other short-term borrowings		Interest on short-term borrowings			48				—								48
Interest on long-term debt		Interest on medium- and long-term debt			463				—								463
Total interest expense		Total interest expense			1,749				—								1,749
Net Interest Income		Net interest income			2,190				48								2,238
Provision for credit losses		Provision for credit losses			49				—								49
Net Interest Income After Provision for Credit Losses		Net interest income after provision for credit losses			2,141				48								2,189
Noninterest Income
Wealth and asset management revenue					—				271				(iii)				271
		Fiduciary income			220				(220	)			(iii)				—
		Brokerage fees			51				(51	)			(iii)				—
Commercial payments revenue					—				259				(iv)				259
Consumer banking revenue					—				187				(iv), (v)				187
		Card fees			256				(256	)			(iv)				—
		Service charges on deposit accounts			184				(184	)			(iv)				—
Capital markets fees		Capital markets income			142				—								142
Commercial banking revenue					—				109				(vi), (ix)				109
		Commercial lending fees			68				(68	)			(vi)				—
		Letter of credit fees			40				(40	)			(vi)				—
Mortgage banking net revenue					—				1				(v)				1
Other noninterest income		Other noninterest income			60				26				(v), (vii)				86
		Bank-owned life insurance			44				(44	)			(vii)				—
		Risk management hedging income			8				(8	)			(ii)				—
Securities gains (losses), net					—				(8	)			(v), (viii)				(8	)
		Net losses on debt securities			(19	)			19				(viii)				—
Total noninterest income		Noninterest income		$	1,054				(7	)							1,047