Thank you for standing by and welcome to the Fifth Third Acquisition of Comerica Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, again press star one. Thank you. I'd now like to turn the call over to Matt Curoe, Senior Director of Investor Relations. You may begin.
Thank you and good morning everyone and welcome to the call. Before we get started, I'd like to direct your attention to slides two and three of the presentation and highlight that any forward-looking statements made during today's conference call are given in the context of today only and are subject to important risk as described in the presentation. Actual results and events could differ materially from those discussed here. Please also refer to the additional information discussed on slides two and three, as well as in the SEC filings and joint press release for both companies. With that, let me turn the call over to our Chairman, CEO, and President Tim Spence.
Good morning and thank you for joining us on short notice, as Matt said. As always, Bryan Preston, our CFO, is here with me today, and I'm pleased to welcome Kurt Farmer, Chairman, President, and CEO of Comerica, to Cincinnati this morning. Today, we are delighted to announce the merger of Fifth Third and Comerica, uniting two outstanding organizations to create a more dynamic, resilient bank. I want to start by extending a warm welcome to our new Comerica colleagues. Together, we are a stronger bank with industry-leading capabilities, premier markets, and enhanced capacity to invest for future growth. In recent years, investors have often asked about Fifth Third's stance on M&A.
Our framework has been consistent: that M&A is not a strategy unto itself, but rather a means to achieve stated strategic objectives, that the cash earned back, IRR, and NPV of synergies must be superior to organic alternatives to justify higher execution risk, and that the outcome must be a company that is better and not just bigger. We believe this is one of those rare combinations that satisfies all three criteria. Financially, this transaction is compelling. Including merger charges, there will be no tangible book value per share dilution and thus no earned back. Excluding them, we model TVB per share accretion of 5% on day one. We project EPS accretion of 9%, an IRR of 22%, and a capitalized value of identified cost savings at $6.5 billion.
These metrics are all superior to our organic growth alternatives, which tend to produce a two to four-year earned back and an IRR in the mid-teens. While not included in our modeling, we also expect the revenue synergies of this combination to be significant. In terms of operating priorities, this combination enhances our focus on stability, profitability, and growth. Combining Comerica's granular commercial loan portfolio, Fifth Third's granular retail deposit base, and both companies' fee-income platforms produces a diversified balance sheet and revenue profile. Our shared national credit concentration decreases from 44% to 36%. DDA will comprise 29% of total deposits ahead of peers, and 62% of fee income will come from recurring sources. The combined company will have peer-leading profitability.
In 2027, once cost saves are fully phased in, we project a return on tangible common equity of greater than 19% and an efficiency ratio in the low to mid-50s, both number one in our peer group. Strategically, this combination accelerates both Comerica's and Fifth Third's strategic initiatives. In consumer, we will add density in Michigan and become number one in retail deposit share across the state, as well as number one in Detroit, the one large metro area in Fifth Third's Midwestern footprint where we are not top five today. This combination also provides a platform for retail deposit growth. Fifth Third and Comerica together operate in 17 of the 20 fastest growing large U.S. metro areas. To complement the continued build-out of our high-growth Southeast markets, we will also open 150 new financial centers in Texas by 2029.
Our best-in-class de novo program is well understood by the market, and at the conclusion of these builds, we will be in a top three locational share in Dallas, Houston, and Austin. On the commercial side, Comerica's middle market platform is widely recognized as a crown jewel in the regional bank group. Marrying their best-in-class credit discipline, experienced bankers, and specialty verticals with Fifth Third's strong middle market capabilities and capital markets offering should deliver exceptional results. The combined company will also operate two $1 billion in revenue, high-growth recurring C-based businesses in commercial payments and wealth and asset management. Our combined commercial payments offering will have over 80% penetration among commercial borrowers and tip of the spear offerings in several industry verticals. Subject to the timing of approval, this transaction will also simplify the direct express transition for its 3.4 million program participants.
In wealth and asset management, our combined platform will have over three quarters of a trillion dollars in assets under custody, making it one of the largest among all regional banks. We are confident in our ability to secure approval and to execute a successful integration based on our track record, proven capabilities, and strong cultural fit. Following our merger with MB Financial in 2018, we exceeded our expense synergy targets and retained key leaders, including those who run the Chicago region and Fifth Third's national equipment leasing business today. Six years in, we have higher market share in the notoriously competitive Chicago market than we did pro forma at the time of close, making us one of only a few large banks not to lose, much less gain market share post-acquisition. All deal announcements include a statement about strong cultural alignment.
In this case, there are strong proof points to support it. Former Comericans, including the two who serve on Fifth Third's current executive management team, have consistently done well at Fifth Third, and Kurt and the Comerica team tell me the same about the former Fifth Thirders in their organization. As part of this transaction, Kurt will remain with the combined organization as Vice Chair of the Bank, and Peter Sefsik, Comerica's Chief Banking Officer, will lead our wealth and asset management business reporting to me. We expect other Comerica leaders will assume key roles to ensure we assimilate the best of their capabilities and client continuity. We will also welcome three Comerica directors to our board at the time of close. We are pleased to announce that we are increasing Fifth Third's minimum wage to $21 per hour at the close of the merger.
We will also continue our longstanding support for the Dallas and Detroit communities because we are only as strong as the communities that we serve. Thank you again for joining us on short notice. It's an exciting time to be part of the new Fifth Third, and with that, I will turn it over to Bryan to review more details of the transaction.
Thanks, Tim, and good morning, everyone. We're very excited to highlight the value creation generated by this transaction for our combined shareholder base. As Tim discussed, this combination is compelling from day one, as there is no tangible book value dilution. This will allow the strong earnings contribution to accelerate tangible book value per share growth, benefiting all shareholders. Diving into more of the transaction specifics, slide six provides a summary of the key transaction terms and financial metrics. Comerica shareholders will receive 1.8663 shares of Fifth Third for each Comerica share, which equates to a purchase price of $82.88, representing a 20% premium to Comerica's 10-day VWAP. The total transaction value is $10.9 billion based on the October 3rd closing share price for Fifth Third. The valuation also equates to a price to tangible book value multiple of 1.73 times and 1.75 times on a fully marked basis.
The projected 2026 P/E multiple is 15.4 times earnings and 7.9 times with fully phased in cost savings. We expect the transaction to generate an IRR of 22% with no modeled revenue synergies, superior to the returns of organic alternatives. We project the transaction to be 9% accretive to earnings in 2027, assuming fully phased in expense synergies. We have identified and modeled cost saves of 35% of Comerica's projected 2026 non-interest expense. We believe these synergies are reasonable and achievable and primarily relate to the elimination of redundant systems, locations, and back office processes. One-time charges are estimated to be $950 million on an after-tax basis, or about 1.5 times the modeled synergies. To be conservative, we modeled these one-time charges to occur at close.
The rate mark on the balance sheet primarily relates to their AFS securities portfolio, which is estimated at $1.7 billion and is modeled to accrete to income over 8.5 years. Given the low concentration of fixed-rate lending products on their balance sheet, the rate marks on the loan portfolio are immaterial. The negative carry to NII associated with their cash flow hedges, net of BISB cessation impacts, will be reset at market as part of purchase accounting on the opening balance sheet, resulting in immediate NII and NIM accretion at close. For reference, the negative carry associated with these positions was an $83 million reduction to NII in the second quarter. During our due diligence process, we performed an extensive review of their loan portfolio, analyzing loan tapes and reviewing credit files.
Based on our current assessment of the portfolio, we expect to record a credit mark of approximately $800 million, which is around $100 million more than their second quarter 2025 allowance for loan losses. Our core deposit intangible is estimated at $1.3 billion and is expected to be amortized over 10 years. Our current estimate for CET1 at close is 10% and 8.6% inclusive of unrealized losses on AFS included in AOCI. With both of these ratios including a 40 basis point impact due to the restructuring charge modeled to be recognized at close, we will be pausing all share repurchase activity through close. While we have not modeled any revenue synergies in this transaction, we are very excited about the outlook for our combined companies. First, middle market banking has historically been a strength for both companies.
The increased depth of our coverage and product capabilities should create opportunities to accelerate growth and market share, especially in the fast-growing Texas markets and in California. Bringing the Fifth Third retail and de novo playbook to Comerica markets should be a catalyst for sustained growth over the next decade. We expect to open all 150 new Texas branches by the end of 2029. When completed, over half of our branches will be in the higher growth Southeast, Texas, and Arizona markets. Finally, we have strengthened the resiliency of an already strong Fifth Third. Our top quartile profitability is projected to grow even stronger, with ROTCE increasing by 200 basis points with the fully phased in cost saves in 2027. Our leading efficiency ratio is also expected to improve 200 basis points down to the low to mid-50s in 2027.
Our strong balance sheet positioning is further de-risked as we benefit from a more granular commercial loan portfolio and from Comerica's strong core deposit franchise, highlighted by our combined 29% DDA contribution to core deposits. To summarize, here's why this merger is so significant. It brings together highly compatible businesses and industry-leading products and services to deepen client relationships. It cements our Midwest leadership and dramatically expands our growth prospects in Texas, Arizona, and California. It unlocks synergies and rapid capital generation, enabling us to invest in our highest priority growth markets and key businesses. Most importantly, it delivers exactly what we have promised to seek in a strategic partner. Before I hand the call over to Matt for Q&A, I'd like to remind everyone that we will be releasing our third quarter earnings report on Friday, October 17, 2023. We will be hosting our call at 9:00 A.M.
that morning. As a result, we will not be answering any questions about third quarter earnings as part of our Q&A session today. With that, let me turn it over to Matt to open up the call for Q&A.
Thanks, Bryan. Before we start Q&A, given the time we have this morning, we ask that you limit yourself to just one question and then return to the queue if you have additional questions. Operator, please open the call for Q&A.
Thank you. We will now begin the question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. Your first question comes from the line of Ebrahim Poonawala from Bank of America. Your line is open.
Good morning, Tim. Bryan. I guess congrats on the deal, but maybe Tim, just remind us, like forever I can recall, Comerica has been talked about as a potential seller for a decade. A lot of investors I speak to, and myself included, have concerns around the franchise attrition that may have occurred over the last 10, 15, 20 years. Just remind us, obviously, you've done your due diligence. You paid a 20% premium to the stock. Remind us in terms of the core, like top three areas where you see value in the franchise, where as a shareholder of Fifth Third, you should be, one should be excited about what you're acquiring and why it was okay to pay this premium. Thank you.
Sure. Good morning, Ebrahim. I want one important note here. I think Comerica has been talked about for a decade because it's widely prized. There are a lot of people that had an interest in it. I think that the fact alone that it's been discussed is reflective of the fact that there are, you know, really powerful things here. If you look at where we expect to see the synergies, I think there are opportunities in a lot of places, but there are basically three things we need to believe. The first is that we can get the expenses out. The second is that we can unlock the middle market business. The third is that we can build out the retail network. On the expense front, I think Fifth Third was one of the last banks to cross the $100 billion before the financial crisis.
We had to do the investing to build a category four, you know, grade three line of defense model. I know how painful that was. We had the opportunity to do it on a $140 billion balance sheet. Comerica's had to do the same thing on an $80 billion balance sheet. There's no question in my mind having put the work that we did into diligence that we're going to have the ability to get the expenses out. I think second, that this is a crown jewel middle market banking franchise. The relationships are incredibly long tenured. They're profitable. Comerica has, I believe, best in peer group, 15-year cumulative net charge-off rates in that portfolio, and it's incredibly granular. It's also been constrained the last few years because of funding limitations.
As part of a broader balance sheet, and in particular with access to the geographies Comerica had been building into the Southeast, we obviously have a strong toehold there. I feel very optimistic about our ability to unlock the middle market business. The last one is, can we build out the retail network and increase retail deposit as a percentage of a combined institution? I mean, our track record on that front speaks for itself in terms of what we've been able to do in the Southeast and the degree to which our de novo locations have outperformed, you know, all of our regional peers. What I would say maybe you may not be aware of is we run our location selection model not just on available real estate when we're picking new branches, but on other banks.
The location attractiveness of Comerica's existing retail network is literally number one among a regional peer group. The locations themselves are great. The limitation here is just the need to be able to build the density and then the access to the marketing analytics and the product offering to be able to drive growth out of those locations. The deal synergies and the IRR that are projected there assume just the first of those three planks, but I'm really confident we're going to be able to get the other two done as well.
I'll leave it at that. Thank you.
Thanks.
Your next question comes from the line of Scott Siefers from Piper Sandler. Your line is open.
Morning guys. Thanks for taking the question. Tim, maybe could you expand a little on that last point of sort of building out the retail presence and then even just more broadly sort of diversifying the Comerica business? They had such a specific model that was heavy on commercial, but I think there's a broad perception that Comerica was underpenetrated elsewhere. Maybe just a thought on the investment necessary to make their Comerica franchise look more like yours and the extent to which those are contemplated in your assumptions.
Yeah, absolutely. You think of Comerica from our perspective as having essentially three distinct markets: East Michigan and Michigan as a whole, but East Michigan in particular, Texas and Arizona, and then California. The East Michigan business looks a lot more like our business in terms of the loan-to-deposit ratio, the composition of the balance sheet, the granular retail deposits. It happens to be concentrated in the part of the state that is literally the one place in the Midwest where we don't have top five market share. The fit there is really complementary. We have a disclosure in one of the slides that shows what we expect average deposits per branch to be in Michigan as the number one retail deposit share bank in the state. That transition in Michigan happens essentially at close.
Texas, Comerica has a beachhead in the four large, fast-growing markets in the state and really excellent locations in terms of the way that they score on our location attractiveness model. The issue is they don't have density and they don't have the breadth of the product offering that Fifth Third has been able to deliver into its retail base. Our estimate there is it's about 150 branches to get to a top five position in Dallas, Houston, and Austin. We are announcing our intent to get that done by the end of 2029 as part of this call. It's about 185 branches to get to top five in the state overall. It would be reasonable to assume that the 150 in those three cities are a milestone along the path as opposed to a destination.
In Arizona and California, the branch network really serves as a complement to the business banking and commercial banking franchise. We do think there's more we're going to be able to do in consumer there, but for the time being, the real opportunity there is to leverage the middle market loan production offices that Fifth Third has developed in California as part of a much broader business that Comerica has and to get the most that we can out of the business banking middle market offering in the state. I know, Kurt, that just based on the way the conversations evolved, the retail franchise was a part of why Fifth Third felt like the right partner that Comerica has formed.
Yeah, Tim, I would absolutely say that. Any consideration we've had around maybe pursuing a partnership with another institution, getting a bigger retail presence, more capabilities, better branding in the retail space, better digital and technology-driven solutions for customers was really, really high on our priority list.
Perfect. All right. Thank you both very much. I appreciate it.
Thank you.
Your next question comes from the line of Gerard Cassidy from RBC Capital Markets. Your line is open.
Hi, Tim.
Morning.
When you think back to your MB Financial transaction that you announced in 2018, obviously, you fully integrated it. What lessons are you taking from that and things that may have not gone as well as you planned so that you can avoid any type of risks going forward with this transaction? The question is, what are some of the bigger risks that you've identified based on your experience that you think you'll be able to handle as this transaction goes forward in 2026?
Yeah, great question, Gerard. I mean, one of the most, I think when I talked early in my prepared remarks about the M&A framework that we have, it was strongly informed by MB. That was a transaction that had significant tangible book value per share dilution and a longer earned back as a result. We were able to deliver on and in fact exceed the synergies that we baked into the deal model. If you just do a look back on the results that the transaction paid as a result, I certainly came to appreciate the overhang that that creates. What we did right in MB was a few things. One, we were able to get ourselves organized, get a really capable and experienced integration team that was led by Jamie Leonard at that point in time around the table.
It's the same team today, Jamie, plus the others in our organization who are going to lead this integration forward. Two, the strategic thesis was sound, the belief that if we could take two companies that were, I don't remember now if we were sixth and seventh or seventh and eighth in terms of market share and make it third, that the change in the position in the market would change our ability to attract the best talents and to invest in the market. That's how we have gained share since that point in time. That factored in. I think the third thing is I came to appreciate that if you want M&A to work well, you have to protect the crown jewels of the companies that you acquire. We did a really excellent job of bringing the people along with us.
Mitch Feiger, the CEO of MB, stayed on as the CEO of Chicago. He, plus the other two MB board members who are still on our board, were on our third generation of leaders in Chicago. If you include Mitch, since the transaction, they've all been MB folks. The MB folks had a better, more diversified equipment leasing platform. The MB folks now run the equipment leasing business at Fifth Third. It's easy to say we don't want to just be bigger, we want to be better. It's harder to do it. That is really what worked there, we had the right strategic thesis and we kept the people that we needed to keep together, and we executed the conversion. What didn't work well in terms of the hiccups were we had some systems conversion issues immediately after conversion, just some data migration issues.
That informed the decisions that we've made in terms of retiring some of the legacy mainframes that we have been talking about over time. As a result, we have a much more extensible platform today.
Thank you. Great insights. Thank you.
Your next question comes from a line of Chris McGrady from KBW. Your line is open.
Oh, great. Good morning. Tim or Bryan, I'm interested in your assumption or plans for Comerica's balance sheet. I think you talked about it at 78 today. It was close to 100 a few years ago. Repositioning, pruning, and then overall, given Comerica's swaps and short duration loan book, how should we be thinking about just the pro forma rate sensitivity? Thank you.
Yeah, thanks, Chris. Obviously, you know, Comerica has always had a very asset-sensitive balance sheet. They have $25 billion in swaps today that are having an impact from a negative carry perspective on that balance sheet. Purchase accounting gives us the ability to cleanse those positions and rebalance. One of the things that gives us some comfort on the structure of this transaction is that there's not a lot of long-duration fixed-rate assets on the balance sheet. The price risk and the capital risk associated with the transaction is very low from here. That's going to give us a lot of flexibility to manage through the potential market volatility that we could see between now and close.
From a longer-term perspective, I think you're going to see us use very similar approaches that we've used in the past, which is a combination of the investment portfolio, including the use of HTM, as well as additional swap positions to help us maintain a more neutral positioning. We've had a lot of conversations in due diligence about the value of the DDA franchise, but that franchise can also be a curse in those lower rate environments. We're very cognizant of making sure that we continue to manage to a fairly balanced position on that front. Expect to see us try to stay in a relatively neutral position through a combination of on-balance sheet long-duration assets to create some stability for lower rate environments.
One of the things that we have that I think is a tool that the Comerica team did not have is our fixed-rate loan origination platforms give us an ability to provide some ballast from a duration perspective without taking the price risk. Certainly feel good about our ability to continue to navigate through what could be a volatile rate environment from here.
All right. Thank you very much.
We have reached the end of our question-and-answer session. I will now turn the call back over to Tim Spence.
I'm sorry, we have time for another one.
Yeah, we have time for more questions.
My apologies. Your next question comes from a line of Mike Mayo from Wells Fargo Securities. Your line is open.
Hey, what I think I hear you saying is that, you know, ultimately, this is a retail banking play. Why, for instance, repeat with the Fifth Third retail banking playbook? Kurt, you acknowledge that, recognize that. I guess I'm just trying to figure out, you know, what's changed? I asked this question in the last earnings call. I asked the question 10 years ago. Why now? I don't think that part is new. From Fifth Third, the California you didn't mention for the retail banking playbook. Thank you.
Hey, Mike, thank you for the question. Maybe just to back up a bit and think about the journey the last two years, not just for us, but for the industry. Admittedly, we were hit a bit harder than some during the regional bank crisis, a lot of that because we do have this large commercial or this deposit base and the lack of a retail, a more granular deposit base that made our deposits a bit more flighty. It's a little easier to move large chunky commercial deposits. It took us a bit to recover from that. We had to rationalize our balance sheet on the lending side and exited at least one business line and pulled back in some others. We lost some momentum on the growth side. I think it allowed us to really pull back and think more strategically about the company longer term.
We began some conversations well over a year ago with our board, thinking about options for the company, both for inorganic and organic growth. We considered opportunities that we might have to be to be an acquirer and really did not see things that we thought would be attractive for the company. That really led us down the path of thinking more seriously about whether we would consider a strategic partnership. Those conversations began way before this past summer on our last earnings call. As we kind of got into the third quarter and thinking more seriously about it and thinking about potential partners, Fifth Third continued to rise to the top of consideration. A lot of it for the reasons that Tim outlined.
You are marrying a strong commercial bank, not only in the middle market and business banking, small business, but also in a lot of the industry verticals that we operate in today. Deep relationships, deep tenured bankers, great credit expertise, marrying that with a really great retail deposit base. While there is some overlap in general, there's not as much overlap as you would think between our franchises. We've got an opportunity to take the great franchise that Fifth Third has built throughout the Midwest into the Southeast and marry it with what we have in Texas and California and really create a one plus one equals three scenario. For us, it was really about the timing being right. It is the environment where I think scale makes a difference.
As we have faced increased costs in terms of technology, in terms of marketing, in terms of product development, in terms of regulatory expense, it has become increasingly challenging for us. You have seen that in our higher efficiency ratio to manage in that environment. The ability to scale up with a larger institution was really important for us from that perspective as well. Lastly, I just would say that ultimately, beyond value for our shareholders, which we believe that we will create, we believe we're creating a lot of value for our customers with more product capability, for our employees with more product technology capabilities, and overall just more distribution capabilities across the institution.
Yeah. Mike, to your last point, I would think of California as next. We have north of 85% of all the locations, the sites that we need to finish the Southeast already secured. Those will be built, or a lot of them still to open in the fourth quarter of this year, and then call it 50 a year from here until we're done. 150 that we'll build in Texas. For the time being, the focus on California really is going to be the use of those financial centers to support business banking, middle market, the end affluent, and folks that are a little less retail intensive. We'll come back to the California markets from there.
Got it. Thank you.
Thank you.
Your next question comes from a line of Erika Najarian from UBS Financial. Your line is open.
Hi. Good morning. Quick question for me. This is the largest deal that's been announced in some time. You have been, Tim asked when bigger deals or big deals had been announced about the opportunity to poach some talent. How do you defend against that in this case? What are your plans to make sure that the top talent that you've identified at both firms aren't raided by others?
Yeah, I mean, I think there's a well-defined playbook here that everybody uses as it relates to retention and communication, clarity on roles and opportunity and otherwise. Would it be fair to assume we're going to do all of those things the same way that everybody else would? What I would tell you, Erika, my lesson from MB, and again, from the fact that we have founding members of these fintech platforms, right? We were told we couldn't keep any of the fintech folks either, and we've had great, great success at it, is that the strategic thesis has to be sound. If the strategic thesis makes sense, and people who serve customers can see how they're going to have the ability to serve customers better, that is the most important long-term thing, right? The retention protects you in the short term.
What protects you in the long term is everybody wants to be better and wants to be able to serve their clients better.
Yeah, and I might just add, Erika, this is Kurt, that two things that I would point out that in part of it is still really attractive for us. There is limited overlap in many of our markets. To a large extent, these long-tenured bankers we have and long-tenured client relationships should continue as is. We feel like we have created a great environment for our employees and for our leaders out in the marketplace. Hopefully, that continues on. Secondly, I'm excited to remain with the company in a Vice Chair capability. My job will be almost 100% focused once we get past the formal formalities of the closure of the deal and the integration on being out in the field, working with our employees, with our customers, and making sure that we're putting our best foot forward with everyone and making sure people feel really good about the transaction.
I'm excited to have that opportunity.
Thank you.
Thank you.
We have time for one more.
Your final question comes from the line of Steven Alexopoulos from TD Cowen. Your line is open.
Hey, good morning, everyone.
Morning, Tim.
I want to go back to Ebrahim's question. You know, you referred to Comerica as the crown jewel mid-market franchise, but let's be honest, the knock on the company was they hadn't grown for years. You're basically paying a 15% premium to where the stock traded, you know, over 25 years ago. Now, when companies such as Comerica can't grow, it's typically a function of culture, the wrong incentives, quality of management. My question is, can you fix that, or is the addition of Comerica going to slow your growth down now long-term?
Yeah, great question. There is a lot there. I think I would add another reason why companies don't grow in businesses like ours, which is funding is the bill of material, right, in the banking manufacturing business. If you have funding constraints or a discontinuity with regard to regulatory overheads and otherwise, it creates reasons or requirements to limit growth rates. When we look at the Comerica business, and we obviously have the benefit of being able to look at this at a level of detail that you perhaps can't, the production characteristics of the middle market business are excellent. In fact, they have continued to be very strong. What Kurt described earlier that Comerica has had to do is to make some decisions at the top of the house about businesses not to be in that have limited the aggregate growth rate.
The business we want to be able to unlock here is the commercial banking franchise, small business, business banking, middle market, and the specialty verticals. As part of the broader balance sheet with a more granular funding profile, we're going to be able to do it. That's the first thing. Second thing, I have said many times at conferences that building branches successfully is way harder than building branches, right? Way harder than it looks. You have to know how to choose the sites. You, as in the, you know, the broad-based locations, you have to be able to choose the, you know, location within the location. You have to know what to build. You have to know how to launch it. You now have to know how to staff and train for it and to be able to support it with marketing and technology.
The engine we've built there, we didn't build overnight. We built over time, and we're going to be able to do a lot there because of the capacity that the synergies create and being able to invest and to leverage our expertise to be able to get the funding profile to go. I think the other thing that I can tell you, having been at Fifth Third for a period of time where Fifth Third didn't grow for nearly a decade, was because the expense to build out the three lines of defense on the regulatory front was crowding out a lot of it, which was a good investment and needed and we're a better company because of it. Because of this, it was crowding out our capacity to invest in adding talent. That is the other thing that we're quite confident in.
You know, we have been growing bankers in the Southeast in double digits year-over-year and across the company at a 5% - 7% clip. We know how to do the recruiting. The reputation of the Comerica bankers in the markets where Comerica operates are outstanding. I know that because we've tried to recruit a bunch of them over the years and have been successful only a little bit at a time. I think eliminate the constraints on the investment capacity and just aggregate balance sheet size and funding. Add the retail expertise and create the investment capacity through synergies to get back to recruiting people and adding them at the rate that I'm certain that the Comerica folks, based on their reputation, will be able to do it. That is the story. The deal model and all of the numbers we've shared with you are expense synergies alone.
The upside to growth here is the path to a significantly higher IRR. With that, I know, Matt, we got to go. Thank you, everybody, and I'm sorry for anybody that we didn't get to. We will be happy to answer more questions on this topic during our October 17, 2023 earnings call.
Thank you and thanks everyone for your interest in Fifth Third. If you have any questions, please reach out to the Investor Relations department. You may now disconnect the call. Thanks, everybody.
This concludes today's conference call. Thank you for your participation. You may now disconnect.