Business Combination (Tables)

3 Months Ended

Mar. 31, 2026

Schedule of Recognized Assets Acquired and Liabilities Assumed

The following table reflects total consideration transferred for Comerica’s net assets and the amounts of acquired identifiable assets and liabilities assumed at their preliminary estimated fair values as of the acquisition date:


($ in millions)
Purchase consideration
Fair value of common stock issued	$	12,056
Fair value of preferred stock issued	412

Replacement of stock-based awards	208
Fair value of purchase consideration	$	12,676

Net Identifiable Assets Acquired, at Fair Value:
Assets:
Cash and due from banks	$	740
Other short-term investments	11,242
Available-for-sale debt and other securities	7,243
Held-to-maturity securities	3,669
Trading debt securities	170
Equity securities	141
Loans and leases held for sale	1
Portfolio loans and leases	50,536
Allowance for loan and lease losses	(661)
Portfolio loans and leases, net	49,875
Bank premises and equipment	526
Intangible assets	1,209
Other assets	5,954
Total assets acquired	$	80,770
Liabilities:
Deposits	$	65,189
Accrued taxes, interest and expenses	901
Other liabilities	1,494
Long-term debt	5,529
Total liabilities assumed	$	73,113

Net identifiable assets acquired	$	7,657
Goodwill	$	5,019

Schedule of Merger Related Nonrecurring Charges

The table below summarizes the merger-related charges recorded in the Condensed Consolidated Statements of Income:


($ in millions)	For the three months ended March 31, 2026
Noninterest Expense
Compensation and benefits	$	427
Technology and communications	21
Net occupancy expense	25
Card and processing expense	30
Equipment expense	4


Other noninterest expense	128
Total noninterest expense	$	635

Noninterest Income
Other noninterest income (loss)	(22)
Total noninterest income	$	(22)

Total merger-related charges	$	657

Unaudited Pro Forma

The unaudited pro forma information does not necessarily reflect the results of operations that would have occurred had Fifth Third Bancorp acquired Comerica on January 1, 2025. Furthermore, cost savings and other business synergies related to the merger are not reflected in the unaudited pro forma amounts for the three months ended March 31, 2026 and 2025.


	Unaudited Pro Forma Information
	For the three months ended March 31,
($ in millions)	2026		2025
Net interest income	$	2,133	2,058
Noninterest income	1,007		937
Net income available to common shareholders	762		52

Schedule of Acquired Financing Receivables After Allowance For Credit Loss

The following table reflects the unpaid principal balance, fair value and initial amortized cost basis of acquired loans and leases as of:


February 1, 2026 ($ in millions)	PCD		PSL	Other	Total
Fair value of acquired loans and leases	$	3,404	46,066	405	49,875
Adjustments for expected credit losses(a)(b)	180		481	—	661
Initial amortized cost basis of acquired loans and leases	$	3,584	46,547	405	50,536
Unpaid principal balance of acquired loans and leases(a)	3,680		46,621	406	50,707
Noncredit discount, net	$	(96)	(74)	(1)	(171)

(a)The unpaid principal balance and adjustment for expected credit losses exclude net charge-offs of $94 which were taken immediately at the time of the Comerica acquisition.

(b)The initial ALLL on other acquired loans and leases was $8 and was recorded as provision for credit losses in the Bancorp’s Condensed Consolidated Statements of Income.