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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Bancorp’s common stock is traded in the over-the-counter market and is listed under the symbol “FITB” on the NASDAQ® Global Select Market System.

See a discussion of dividend limitations that the subsidiaries can pay to the Bancorp discussed in Note 3 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. Additionally, as of December 31, 2021, the Bancorp had 35,266 common shareholders of record.

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares Purchased*(a)*Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet be Purchased Under the Plans or Programs
October 1 - October 31, 20216,302,831$43.396,211,84141,857,841
November 1 - November 30, 202118,15044.30—41,857,841
December 1 - December 31, 20211,133,78343.371,072,57240,785,269
Total7,454,764$43.397,284,41340,785,269

*(a)*Include 170,351 shares repurchased during the fourth quarter of 2021 in connection with various employee compensation plans of the Bancorp. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.

See further discussion on share repurchase transactions and stock-based compensation in Note 24 and Note 25 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

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

Total Return Analysis

The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the five and ten year periods ended December 31, 2021, respectively, compared to the S&P 500 Stock, the S&P Banks and the KBW Banks indices.

FIFTH THIRD BANCORP VS. MARKET INDICES

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2021 ANNUAL REPORT

FINANCIAL CONTENTS

Glossary of Abbreviations and Acronyms55
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview56
Non-GAAP Financial Measures62
Recent Accounting Standards64
Critical Accounting Policies64
Statements of Income Analysis69
Business Segment Review77
Balance Sheet Analysis84
Risk Management - Overview91
Credit Risk Management92
Interest Rate and Price Risk Management111
Liquidity Risk Management117
Operational Risk Management119
Legal and Regulatory Compliance Risk Management120
Capital Management121
Report of Independent Registered Public Accounting Firm124
Financial Statements
Consolidated Balance Sheets126
Consolidated Statements of Income127
Consolidated Statements of Comprehensive Income128
Consolidated Statements of Changes in Equity129
Consolidated Statements of Cash Flows131
Notes to Consolidated Financial Statements
Summary of Significant Accounting and Reporting Policies132Long-Term Debt182
Supplemental Cash Flow Information147Commitments, Contingent Liabilities and Guarantees186
Restrictions on Dividends and Capital Actions147Legal and Regulatory Proceedings190
Investment Securities148Related Party Transactions193
Loans and Leases151Income Taxes194
Credit Quality and the Allowance for Loan and Lease Losses153Retirement and Benefit Plans196
Bank Premises and Equipment164Accumulated Other Comprehensive Income199
Operating Lease Equipment165Common, Preferred and Treasury Stock201
Lease Obligations – Lessee165Stock-Based Compensation203
Goodwill167Other Noninterest Income and Other Noninterest Expense207
Intangible Assets168Earnings Per Share208
Variable Interest Entities169Fair Value Measurements209
Sales of Receivables and Servicing Rights172Regulatory Capital Requirements and Capital Ratios218
Derivative Financial Instruments174Parent Company Financial Statements219
Other Assets180Business Segments221
Short-Term Borrowings181
Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting225
Report of Independent Registered Public Accounting Firm226
Consolidated Ten Year Comparison234
Directors and Officers235
Corporate Information

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GLOSSARY OF ABBREVIATIONS AND ACRONYMS

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

ACL: Allowance for Credit LossesIPO: Initial Public Offering
AFS: Available-For-SaleIRC: Internal Revenue Code
ALCO: Asset Liability Management CommitteeIRLC: Interest Rate Lock Commitment
ALLL: Allowance for Loan and Lease LossesIRS: Internal Revenue Service
AOCI: Accumulated Other Comprehensive Income (Loss)ISDA: International Swaps and Derivatives Association, Inc.
APR: Annual Percentage RateLIBOR: London Interbank Offered Rate
ARM: Adjustable Rate MortgageLIHTC: Low-Income Housing Tax Credit
ASC: Accounting Standards CodificationLLC: Limited Liability Company
ASU: Accounting Standards UpdateLTV: Loan-to-Value Ratio
ATM: Automated Teller MachineMD&A: Management’s Discussion and Analysis of Financial
BHC: Bank Holding CompanyCondition and Results of Operations
BOLI: Bank Owned Life InsuranceMSR: Mortgage Servicing Right
bps: Basis PointsN/A: Not Applicable
CARES: Coronavirus Aid, Relief and Economic SecurityNAV: Net Asset Value
CCAR: Comprehensive Capital Analysis and ReviewNII: Net Interest Income
CD: Certificate of DepositNM: Not Meaningful
CDC: Fifth Third Community Development CorporationOAS: Option-Adjusted Spread
CECL: Current Expected Credit LossOCC: Office of the Comptroller of the Currency
CET1: Common Equity Tier 1OCI: Other Comprehensive Income (Loss)
CFPB: United States Consumer Financial Protection BureauOREO: Other Real Estate Owned
C&I: Commercial and IndustrialOTTI: Other-Than-Temporary Impairment
DCF: Discounted Cash FlowPCD: Purchased Credit Deteriorated
DTCC: Depository Trust & Clearing CorporationPPP: Paycheck Protection Program
DTI: Debt-to-Income RatioPSA: Performance Share Award
ERM: Enterprise Risk ManagementRCC: Risk and Compliance Committee
ERMC: Enterprise Risk Management CommitteeROU: Right-of-Use
EVE: Economic Value of EquityRSA: Restricted Stock Award
FASB: Financial Accounting Standards BoardRSU: Restricted Stock Unit
FDIC: Federal Deposit Insurance CorporationSAR: Stock Appreciation Right
FHA: Federal Housing AdministrationSBA: Small Business Administration
FHLB: Federal Home Loan BankSEC: United States Securities and Exchange Commission
FHLMC: Federal Home Loan Mortgage CorporationSOFR: Secured Overnight Financing Rate
FICO: Fair Isaac Corporation (credit rating)TBA: To Be Announced
FINRA: Financial Industry Regulatory AuthorityTDR: Troubled Debt Restructuring
FNMA: Federal National Mortgage AssociationTILA: Truth in Lending Act
FOMC: Federal Open Market CommitteeTRA: Tax Receivable Agreement
FRB: Federal Reserve BankTruPS: Trust Preferred Securities
FTE: Fully Taxable EquivalentU.S.: United States of America
FTP: Funds Transfer PricingUSD: United States Dollar
FTS: Fifth Third Securities, Inc.U.S. GAAP: United States Generally Accepted Accounting
GDP: Gross Domestic ProductPrinciples
GNMA: Government National Mortgage AssociationVA: United States Department of Veterans Affairs
GSE: United States Government Sponsored EnterpriseVIE: Variable Interest Entity
HTM: Held-To-MaturityVRDN: Variable Rate Demand Note

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

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