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, see Note 1 in the Bancorp's Annual Report on Form 10-K for the year ended December 31, 2013.

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, including residential mortgage loans held for sale for which the Bancorp has elected the fair value option as of:

	Fair Value Measurements Using
September 30, 2014 ($ in millions)		Level 1^(c)	Level 2^(c)	Level 3	Total Fair Value
Assets:
Available-for-sale securities:
U.S. Treasury and federal agencies	$	123	1,616	-	1,739
Obligations of states and political subdivisions		-	193	-	193
Mortgage-backed securities:
Agency residential mortgage-backed securities		-	13,060	-	13,060
Agency commercial mortgage-backed securities		-	4,255	-	4,255
Non-agency commercial mortgage-backed securities		-	1,569	-	1,569
Asset-backed securities and other debt securities		-	1,370	-	1,370
Equity securities^(a)		84	42	-	126
Available-for-sale securities^(a)		207	22,105	-	22,312

Trading securities:
U.S. Treasury and federal agencies		-	14	-	14
Obligations of states and political subdivisions		-	31	1	32
Mortgage-backed securities:
Agency residential mortgage-backed securities		-	9	-	9
Asset-backed securities and other debt securities		-	19	-	19
Equity securities		315	-	-	315
Trading securities		315	73	1	389

Residential mortgage loans held for sale		-	579	-	579
Residential mortgage loans^(b)		-	-	109	109
Derivative assets:
Interest rate contracts		1	767	10	778
Foreign exchange contracts		-	313	-	313
Equity contracts		-	-	358	358
Commodity contracts		12	71	-	83
Derivative assets		13	1,151	368	1,532
Total assets	$	535	23,908	478	24,921

Liabilities:
Derivative liabilities:
Interest rate contracts	$	2	281	3	286
Foreign exchange contracts		-	258	-	258
Equity contracts		-	-	53	53
Commodity contracts		8	72	-	80
Derivative liabilities		10	611	56	677

Short positions		26	4	-	30
Total liabilities	$	36	615	56	707


	Fair Value Measurements Using
December 31, 2013 ($ in millions)		Level 1^(c)	Level 2^(c)	Level 3	Total Fair Value
Assets:
Available-for-sale securities:
U.S. Treasury and federal agencies	$	26	1,644	-	1,670
Obligations of states and political subdivisions		-	192	-	192
Mortgage-backed securities:
Agency residential mortgage-backed securities		-	12,284	-	12,284
Non-agency commercial mortgage-backed securities		-	1,395	-	1,395
Asset-backed securities and other debt securities		-	2,187	-	2,187
Equity securities^(a)		89	29	-	118
Available-for-sale securities^(a)		115	17,731	-	17,846

Trading securities:
U.S. Treasury and federal agencies		1	4	-	5
Obligations of states and political subdivisions		-	12	1	13
Mortgage-backed securities:
Agency residential mortgage-backed securities		-	3	-	3
Asset-backed securities and other debt securities		-	7	-	7
Equity securities		315	-	-	315
Trading securities		316	26	1	343

Residential mortgage loans held for sale		-	890	-	890
Residential mortgage loans^(b)		-	-	92	92
Derivative assets:
Interest rate contracts		13	802	12	827
Foreign exchange contracts		-	276	-	276
Equity contracts		-	-	384	384
Commodity contracts		18	48	-	66
Derivative assets		31	1,126	396	1,553
Total assets	$	462	19,773	489	20,724

Liabilities:
Derivative liabilities:
Interest rate contracts	$	1	384	4	389
Foreign exchange contracts		-	252	-	252
Equity contracts		-	-	48	48
Commodity contracts		9	56	-	65
Derivative liabilities		10	692	52	754

Short positions		4	4	-	8
Total liabilities	$	14	696	52	762

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.

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Examples of such instruments, which are classified within Level 2 of the valuation hierarchy, include federal agencies, obligations of states and political subdivisions, agency residential mortgage-backed securities, agency and non-agency commercial mortgage-backed securities and asset-backed securities and other debt securities. Corporate bonds are included in asset-backed securities and other debt securities in the previous table. Federal agencies, obligations of states and political subdivisions, agency residential mortgage-backed securities, agency and non-agency commercial mortgage-backed securities and asset-backed securities and other debt securities are generally valued using a market approach based on observable prices of securities with similar characteristics.

For residential mortgage loans held for sale, 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.

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 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. 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 Chief Operating Officer, in conjunction with the Consumer Credit Risk Department, which reports to the Bancorp's Chief Risk and Credit 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.

Exchange-traded derivatives valued using quoted prices and certain over-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 discounted cash flow 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 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 September 30, 2014 and December 31, 2013, derivatives classified as Level 3, which are valued using models containing unobservable inputs, consisted primarily of a warrant associated with the initial sale of the Bancorp's 51% interest in Vantiv Holding, LLC to Advent International and a total return swap associated with the Bancorp's sale of Visa, Inc. Class B shares. Level 3 derivatives also include interest rate lock commitments, which utilize internally generated loan closing rate assumptions as a significant unobservable input in the valuation process.

The warrant allows the Bancorp to purchase approximately 20 million incremental nonvoting units in Vantiv Holding, LLC and requires settlement under certain defined conditions involving change of control. The fair value of the warrant is calculated in conjunction with a third party valuation provider by applying Black-Scholes option valuation models using probability weighted scenarios which contain the following inputs: Vantiv, Inc. stock price, strike price per the Warrant Agreement and several unobservable inputs, such as expected term, expected volatility and expected dividend rate.

For the warrant, an increase in the expected term (years) and the expected volatility assumptions would result in an increase in the fair value; conversely, a decrease in these assumptions would result in a decrease in the fair value. The Accounting and Treasury Departments, both of which report to the Bancorp's Chief Financial Officer, determined the valuation methodology for the warrant. Accounting and Treasury review changes in fair value on a quarterly basis for reasonableness based on changes in historical and implied volatilities, expected terms, probability weightings of the related scenarios, and other assumptions.

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 discounted cash flow 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 fair value; conversely, a decrease in the loss estimate or an acceleration of the resolution of the Covered Litigation would result in a decrease in fair value. The Accounting and Treasury Departments 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 fair value asset of the interest rate lock commitments at September 30, 2014 was $10 million. Immediate decreases in current interest rates of 25 bps and 50 bps would result in increases in the fair value of the interest rate lock commitments of approximately $5 million and $9 million, respectively. Immediate increases of current interest rates of 25 bps and 50 bps would result in decreases in the fair value of the interest rate lock commitments of approximately $5 million and $10 million, respectively. The decrease in fair value of interest rate lock commitments 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 Secondary Marketing Department and the Consumer Line of Business Finance Department, which reports to the Bancorp's Chief Financial Officer, 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.

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)
			Residential	Interest Rate	Equity
For the three months ended September 30, 2014		Trading	Mortgage	Derivatives,	Derivatives,	Total
($ in millions)		Securities	Loans	Net^(a)	Net^(a)	Fair Value
Beginning balance	$	1	99	15	358		473
Total gains or losses (realized/unrealized):
Included in earnings		-	1	18	(57)		(38)
Settlements		-	(3)	(26)	4		(25)
Transfers into Level 3^(b)		-	12	-	-		12
Ending balance	$	1	109	7	305		422
The amount of total gains or losses for the period
included in earnings attributable to the change in
unrealized gains or losses relating to assets
still held at September 30, 2014^(c)	$	-	1	10	(57)		(46)


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
			Residential	Interest Rate	Equity
For the three months ended September 30, 2013		Trading	Mortgage	Derivatives,	Derivatives,	Total
($ in millions)		Securities	Loans	Net^(a)	Net^(a)	Fair Value
Beginning balance	$	1	83	(30)	250		304
Total gains or losses (realized/unrealized):
Included in earnings		-	-	43	5		48
Purchases		-	-	(1)	-		(1)
Settlements		-	(5)	9	3		7
Transfers into Level 3^(b)		-	11	-	-		11
Ending balance	$	1	89	21	258		369
The amount of total gains or losses for the period
included in earnings attributable to the change in
unrealized gains or losses relating to assets
still held at September 30, 2013^(c)	$	-	-	22	5		27

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
			Residential	Interest Rate	Equity
For the nine months ended September 30, 2014		Trading	Mortgage	Derivatives,	Derivatives,	Total
($ in millions)		Securities	Loans	Net^(a)	Net^(a)	Fair Value
Beginning balance	$	1	92	8	336		437
Total gains or losses (realized/unrealized):
Included in earnings		-	3	94	(45)		52
Settlements		-	(10)	(95)	14		(91)
Transfers into Level 3^(b)		-	24	-	-		24
Ending balance	$	1	109	7	305		422
The amount of total gains or losses for the period
included in earnings attributable to the change in
unrealized gains or losses relating to assets
still held at September 30, 2014^(c)	$	-	3	10	(45)		(32)


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
			Residential	Interest Rate	Equity
For the nine months ended September 30, 2013		Trading	Mortgage	Derivatives,	Derivatives,	Total
($ in millions)		Securities	Loans	Net^(a)	Net^(a)	Fair Value
Beginning balance	$	1	76	57	144	$	278
Total gains or losses (realized/unrealized):
Included in earnings		-	(1)	42	102		143
Purchases		-	-	(1)	-		(1)
Settlements		-	(12)	(77)	12		(77)
Transfers into Level 3^(b)		-	26	-	-		26
Ending balance	$	1	89	21	258	$	369
The amount of total gains or losses for the period
included in earnings attributable to the change in
unrealized gains or losses relating to assets
still held at September 30, 2013^(c)	$	-	(1)	45	102	$	146

The total gains and losses 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		For the nine months
		ended September 30,		ended September 30,
($ in millions)		2014	2013	2014	2013
Mortgage banking net revenue	$	19	43	96	40
Corporate banking revenue		-	-	1	1
Other noninterest income		(57)	5	(45)	102
Total (losses) gains	$	(38)	48	52	143

The total gains and losses included in earnings attributable to changes in unrealized gains and losses related to Level 3 assets and liabilities still held at September 30, 2014 and 2013 were recorded in the Condensed Consolidated Statements of Income as follows:

		For the three months		For the nine months
		ended September 30,		ended September 30,
($ in millions)		2014	2013	2014	2013
Mortgage banking net revenue	$	11	22	13	43
Corporate banking revenue		-	-	-	1
Other noninterest income		(57)	5	(45)	102
Total (losses) gains	$	(46)	27	(32)	146

The following tables present information as of September 30, 2014 and 2013 about significant unobservable inputs related to the Bancorp’s material categories of Level 3 financial assets and liabilities measured on a recurring basis:

As of September 30, 2014 ($ in millions)
Financial Instrument		Fair Value	Valuation Technique	Significant Unobservable Inputs	Ranges of Inputs	Weighted-Average
Residential mortgage loans	$	109	Loss rate model	Interest rate risk factor	(11.0) - 18.5%	4.5%
				Credit risk factor	0 - 58.6%	1.7%
IRLCs, net		10	Discounted cash flow	Loan closing rates	4.0 - 95.0%	65.0%
Stock warrant associated with Vantiv		358	Black-Scholes option	Expected term (years)	2.0 - 14.8	6.0
Holding, LLC			valuation model	Expected volatility^(a)	23.0 - 32.0%	26.6%
				Expected dividend rate	-	-
Swap associated with the sale of Visa, Inc.		(53)	Discounted cash flow	Timing of the resolution	6/30/15 -	NM
Class B shares				of the Covered Litigation	12/31/2019
				Proportional share of	$ 17	$ 17
				litigation loss estimate in
				excess of escrow funds

As of September 30, 2013 ($ in millions)
Financial Instrument		Fair Value	Valuation Technique	Significant Unobservable Inputs	Ranges of Inputs	Weighted-Average
Residential mortgage loans	$	89	Loss rate model	Interest rate risk factor	(19.9) - 12.2%	3.5%
				Credit risk factor	0 - 56.4%	3.3%
IRLCs, net		24	Discounted cash flow	Loan closing rates	3.1 - 97.2%	66.4%
Stock warrant associated with Vantiv		293	Black-Scholes option	Expected term (years)	2.00 - 15.8	5.1
Holding, LLC			valuation model	Expected volatility^(a)	21.0 - 33.4%	27.8%
				Expected dividend rate	-	-
Swap associated with the sale of Visa, Inc.		(35)	Discounted cash flow	Timing of the resolution	3/31/2014-	NM
Class B shares				of the Covered Litigation	3/31/2017

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 represent those assets that were subject to fair value adjustments during the three and nine months ended September 30, 2014 and 2013 and still held as of the end of the period, 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:

		Fair Value Measurements Using				Total (Losses) Gains	Total Losses
						For the three months	For the nine months
As of September 30, 2014 ($ in millions)		Level 1	Level 2	Level 3	Total	ended September 30, 2014	ended September 30, 2014
Commercial loans held for sale^(a)	$	-	-	25	25	(5)	(7)
Commercial and industrial loans		-	-	387	387	(135)	(259)
Commercial mortgage loans		-	-	49	49	(8)	(25)
Commercial construction loans		-	-	4	4	-	-
MSRs		-	-	933	933	21	(7)
OREO		-	-	77	77	(3)	(22)
Bank premises		-	-	4	4	-	(18)
Total	$	-	-	1,479	1,479	(130)	(338)


		Fair Value Measurements Using				Total Losses	Total (Losses) Gains
						For the three months	For the nine months
As of September 30, 2013 ($ in millions)		Level 1	Level 2	Level 3	Total	ended September 30, 2013	ended September 30, 2013
Commercial loans held for sale^(a)	$	-	-	-	-	-	(5)
Commercial and industrial loans		-	-	431	431	(103)	(134)
Commercial mortgage loans		-	-	63	63	(9)	(34)
Commercial construction loans		-	-	3	3	(4)	(6)
Commercial leases		-	-	1	1	-	-
MSRs		-	-	915	915	(1)	150
OREO		-	-	109	109	(8)	(37)
Total	$	-	-	1,522	1,522	(125)	(66)

The following tables present information as of September 30, 2014 and 2013 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 September 30, 2014 ($ in millions)
Financial Instrument		Fair Value	Valuation Technique	Significant Unobservable Inputs	Ranges of Inputs	Weighted-Average
Commercial loans held for sale	$	25	Appraised value	Appraised value	NM	NM
				Cost to sell	NM	10.0%
Commercial and industrial loans		387	Appraised value	Collateral value	NM	NM
Commercial mortgage loans		49	Appraised value	Collateral value	NM	NM
Commercial construction loans		4	Appraised value	Collateral value	NM	NM
MSRs		933	Discounted cash flow	Prepayment speed	0 - 100%	(Fixed) 10.8% (Adjustable) 26.0%
				Discount rates	9.6 - 13.2%	(Fixed) 9.9% (Adjustable) 11.8%
OREO		77	Appraised value	Appraised value	NM	NM
Bank premises		4	Appraised value	Appraised value	NM	NM

As of September 30, 2013 ($ in millions)
Financial Instrument		Fair Value	Valuation Technique	Significant Unobservable Inputs	Ranges of Inputs	Weighted-Average
Commercial loans held for sale	$	0	Appraised value	Appraised value	NM	NM
				Cost to sell	NM	10.0%
Commercial and industrial loans		431	Appraised value	Collateral value	NM	NM
Commercial mortgage loans		63	Appraised value	Collateral value	NM	NM
Commercial construction loans		3	Appraised value	Collateral value	NM	NM
Commercial leases		1	Appraised value	Collateral value	NM	NM
MSRs		915	Discounted cash flow	Prepayment speed	0 - 100%	(Fixed) 11.4% (Adjustable) 25.7%
				Discount rates	9.4 - 18.0%	(Fixed) 10.4% (Adjustable) 11.6%
OREO		109	Appraised value	Appraised value	NM	NM

The Bancorp transferred $8 million and $10 million 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 nine months ended September 30, 2014, respectively. The Bancorp transferred $5 million of commercial loans from the portfolio to loans held for sale that upon transfer were measured at fair value during the nine months ended September 30, 2013 and no loans were transferred from the portfolio to loans held for sale during the three months ended September 30, 2013. There were $4 million in fair value adjustments taken on these loans for the three months ended September 30, 2014 and $5 million in fair value adjustments during the nine months ended September 30, 2014. These loans had no fair value adjustments during the three months ended September 30, 2013 and $4 million during the nine months ended September 30, 2013. 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 $1 million and $2 million for the three and nine months ended September 30, 2014, respectively, and immaterial and $1 million for the three and nine months ended September 30, 2013, respectively. The fair value adjustments were also based on appraisals of the underlying collateral. An adverse change in the fair value of the underlying collateral would result in a decrease in the fair value measurement.

The Accounting Department determines the procedures for valuation of commercial held for sale loans 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 Chief Risk and Credit Officer, in conjunction with the Commercial Line of Business review the third party appraisals for reasonableness. Additionally, the Commercial Line of Business Finance Department, which reports to the Bancorp Chief Financial Officer, in conjunction with Accounting review all loan appraisal values, carry values and vintages.

During the three and nine months ended September 30, 2014 and 2013, the Bancorp recorded nonrecurring impairment adjustments to certain commercial and industrial, commercial mortgage, and commercial construction loans 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. An adverse change in the fair value of the underlying collateral would result in a decrease in the fair value measurement. 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 table. Commercial Credit Risk, which reports to the Chief Risk and Credit Officer, is responsible for preparing and reviewing the fair value estimates for commercial loans held for investment.

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 discounted cash flow models with certain unobservable inputs, primarily prepayment speed assumptions, discount rates and weighted average lives, resulting in a classification within Level 3 of the valuation hierarchy. Refer to Note 11 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 discounted cash flow model. Two external valuations of the MSR portfolio are obtained from third parties that use valuation models in order to assess the reasonableness of the internal discounted cash flow 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.

During the three and nine months ended September 30, 2014 and 2013, 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 are primarily due to declines in real estate values of the properties recorded in OREO. These losses include $3 million and $9 million in losses, recorded as charge-offs, on new OREO properties transferred from loans during the three and nine months ended September 30, 2014, respectively, and $3 million and $17 million for the three and nine months ended September 30, 2013, respectively. These losses also include an immaterial amount and $13 million in losses for the three and nine months ended September 30, 2014, respectively, and $5 million and $20 million in losses for the three and nine months ended September 30, 2013, respectively, recorded as negative fair value adjustments on OREO in other noninterest 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, which reports to the Chief Risk and Credit Officer, is solely responsible for managing the appraisal process and evaluating the appraisal for all 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 initial charge-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.

The Bancorp monitors consumer preferences for banking interactions and related customer behavior patterns in an effort to ensure that its retail distribution network is both responsive to such trends and efficient. As part of this ongoing assessment, the Bancorp determined that certain components of its Bank Premises would no longer be held for or used for their intended purposes and therefore these properties were written down to their lower of cost or market value. 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. For further information, see Note 7 of the Notes to Condensed Consolidated Financial Statements.

The Bancorp elected to measure certain residential mortgage 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. Management's intent to sell residential mortgage 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 instruments held at September 30, 2014 and 2013 for which the fair value option was elected, as well as the changes in fair value of the underlying IRLCs, included gains of $23 million for the three and nine months ended September 30, 2014 and included gains of $56 million for the three and nine months ended September 30, 2013. These gains are reported in mortgage banking net 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 $2 million at September 30, 2014 and December 31, 2013. Interest on residential mortgage 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.

The following table summarizes the difference between the fair value and the principal balance for residential mortgage loans measured at fair value as of:

		Aggregate	Aggregate Unpaid
($ in millions)		Fair Value	Principal Balance	Difference
September 30, 2014
Residential mortgage loans measured at fair value	$	688	665	23
Past due loans of 90 days or more		2	2	-
Nonaccrual loans		2	2	-

December 31, 2013
Residential mortgage loans measured at fair value		982	962	20
Past due loans of 90 days or more		1	2	(1)
Nonaccrual loans		2	2	-

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	Fair Value Measurements Using			Total
As of September 30, 2014 ($ in millions)		Amount	Level 1	Level 2	Level 3	Fair Value
Financial assets:
Cash and due from banks	$	3,125	3,125	-	-	3,125
Other securities		600	-	600	-	600
Held-to-maturity securities		191	-	-	191	191
Other short-term investments		3,637	3,637	-	-	3,637
Loans held for sale		62	-	-	62	62
Portfolio loans and leases:
Commercial and industrial loans		40,372	-	-	41,228	41,228
Commercial mortgage loans		7,414	-	-	7,017	7,017
Commercial construction loans		1,687	-	-	1,408	1,408
Commercial leases		3,506	-	-	3,230	3,230
Residential mortgage loans		12,668	-	-	12,243	12,243
Home equity		8,896	-	-	8,999	8,999
Automobile loans		12,091	-	-	11,817	11,817
Credit card		2,216	-	-	2,475	2,475
Other consumer loans and leases		350	-	-	362	362
Unallocated allowance for loan and lease losses		(99)	-	-	-	-
Total portfolio loans and leases, net	$	89,101	-	-	88,779	88,779
Financial liabilities:
Deposits	$	97,292	-	97,296	-	97,296
Federal funds purchased		148	148	-	-	148
Other short-term borrowings		2,730	-	2,733	-	2,733
Long-term debt		14,336	14,405	584	-	14,989

		Net Carrying	Fair Value Measurements Using			Total
As of December 31, 2013 ($ in millions)		Amount	Level 1	Level 2	Level 3	Fair Value
Financial assets:
Cash and due from banks	$	3,178	3,178	-	-	3,178
Other securities		751	-	751	-	751
Held-to-maturity securities		208	-	-	208	208
Other short-term investments		5,116	5,116	-	-	5,116
Loans held for sale		54	-	-	54	54
Portfolio loans and leases:
Commercial and industrial loans		38,549	-	-	39,804	39,804
Commercial mortgage loans		7,854	-	-	7,430	7,430
Commercial construction loans		1,013	-	-	856	856
Commercial leases		3,572	-	-	3,261	3,261
Residential mortgage loans		12,399	-	-	11,541	11,541
Home equity		9,152	-	-	9,181	9,181
Automobile loans		11,961	-	-	11,748	11,748
Credit card		2,202	-	-	2,380	2,380
Other consumer loans and leases		348	-	-	361	361
Unallocated allowance for loan and lease losses		(110)	-	-	-	-
Total portfolio loans and leases, net	$	86,940	-	-	86,562	86,562
Financial liabilities:
Deposits	$	99,275	-	99,288	-	99,288
Federal funds purchased		284	284	-	-	284
Other short-term borrowings		1,380	-	1,380	-	1,380
Long-term debt		9,633	9,645	577	-	10,222

Cash and due from banks, other securities, other short-term investments, deposits, federal funds purchased and other short-term borrowings

For financial instruments with a short-term or no stated maturity, prevailing market rates and limited credit risk, carrying amounts approximate fair value. Those financial instruments include cash and due from banks, FHLB and FRB restricted stock, other short-term investments, certain deposits (demand, interest checking, savings, money market and foreign office deposits), federal funds purchased, and other short-term borrowings excluding FHLB borrowings. Fair values for other time deposits, certificates of deposit $100,000 and over and FHLB borrowings were estimated using a discounted cash flow calculation that applies prevailing LIBOR/swap rates and a spread for new issuances with similar terms.

The Bancorp's held-to-maturity securities are primarily composed of instruments that provide income tax credits as the economic return on the investment. The fair value of these instruments is estimated based on current U.S. Treasury tax credit rates.

Fair values for commercial loans held for sale were valued based on executable bids when available, or on discounted cash flow models incorporating appraisals of the underlying collateral, as well as assumptions about investor return requirements and amounts and timing of expected cash flows. Fair values for other consumer loans held for sale are based on contractual values upon which the loans may be sold to a third party, and approximate their carrying value.

Fair values were estimated by discounting future cash flows using the current market rates of loans to borrowers with similar credit characteristics, similar remaining maturities, prepayment speeds, and loss severities.

Fair value of long-term debt was based on quoted market prices, when available, or a discounted cash flow calculation using LIBOR/swap interest rates and, in some cases, Fifth Third credit and/or debt instrument spreads for new issuances with similar terms.