8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2005

FIFTH THIRD BANCORP

(Exact name of registrant as specified in its charter)

Ohio	0-8076	31-0854434
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (513) 534-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 18, 2005, Fifth Third Bancorp issued a press release and quarterly financial supplement announcing its earnings release for the fourth quarter of 2004. A copy of this press release and quarterly financial supplement is attached as Exhibit 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 7.01 Regulation FD Disclosure

On January 18, 2005, Fifth Third Bancorp issued a press release and quarterly financial supplement announcing its earnings release for the fourth quarter of 2004. A copy of this press release and quarterly financial supplement is attached as Exhibit 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press release dated January 18, 2005.

Exhibit 99.2 – Quarterly Financial Supplement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP
	(Registrant)
January 18, 2005	/s/ R. Mark Graf
	R. Mark Graf
	Senior Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

		News Release
CONTACT:	Bradley S. Adams (Analysts)	FOR IMMEDIATE RELEASE
	(513) 534-0983	January 18, 2005
	Roberta R. Jennings (Media)
	(513) 579-4153

FIFTH THIRD BANCORP REPORTS 2004 RESULTS

Fifth Third Bancorp’s 2004 fourth quarter earnings per diluted share were $.31, compared to $.77 per diluted share for the same period in 2003. Fourth quarter net income totaled $176 million compared to fourth quarter 2003’s net income of $442 million. Fourth quarter return on average assets (ROA) and return on average equity (ROE) were .72 percent and 7.6 percent, respectively, compared to 1.93 percent and 20.1 percent in 2003’s fourth quarter. Earnings per diluted share for the full year 2004 were $2.68, a decrease of seven percent over last year’s earnings of $2.87. ROA for the full year 2004 was 1.61 percent and ROE was 17.2 percent, compared to 1.90 percent and 19.0 percent, respectively, in 2003. Fourth quarter and full year earnings were negatively impacted by $326 million in total pre-tax ($208 million after-tax) termination charges and securities losses, or $.37 per diluted share, related to initiatives undertaken to better position the balance sheet for current and expected market conditions.

“2004 was a disappointing year in terms of the bottom line but we feel that we have taken the right steps to improve future results,” stated George A. Schaefer, Jr., President and CEO of Fifth Third Bancorp. “The prolonged nature and absolute low level of interest rates dramatically affected our financial statements. In 2004, we experienced significant declines in asset yields, net interest margin and returns on capital that ultimately led us to the decision to reposition the balance sheet. While this negatively impacted fourth quarter and full-year results, we believe it was in the best long-term interests of Fifth Third and its shareholders. The repositioning reflects the realization that a portion of our balance sheet was not earning an acceptable return on invested capital and served as an obstacle to the future earnings potential of Fifth Third. As a result of our actions this quarter, the balance sheet is now better positioned as the economy trends toward what we feel will be a more normalized interest rate environment.”

“Despite the difficulties encountered this year, I feel that we have accomplished many things to improve our competitive positioning and drive revenue and earnings growth in the years to come. In addition to continued momentum in loan generation and renewed strength in deposit growth, Fifth Third added 76 new banking center locations in 2004, excluding relocations, as a cost effective method of expansion in our largest

affiliate markets. The acquisition and integration of Franklin Financial, combined with continuing de-novo expansion, provides entry into the attractive Nashville market, and with $1.9 billion in assets, is now the 13^th largest affiliate in the Fifth Third network. The acquisition of First National Bankshares, a $5.7 billion asset bank holding company located primarily in the fast-growing markets of Orlando, Tampa Bay, Sarasota, Naples and Fort Myers, was announced in 2004 and subsequently completed early in 2005. First National was the largest bank holding company headquartered in the state of Florida and provides Fifth Third with a tremendous platform in some of the fastest growing deposit markets in the United States. We also invested significantly in information technology including the launch of an improved internet banking platform, meaningfully expanded our sales force and completed numerous automation and infrastructure improvements that will all serve to ensure the scalability and strength of your company.”

Balance Sheet Trends

Retail transaction account growth and commercial customer additions resulted in strong deposit trends in the second half of 2004. Compared to the same quarter last year, average transaction account balances increased by $3.3 billion, or eight percent, highlighted by strong growth in average demand deposits. Compared to the third quarter of 2004, average transaction account balances increased by $1.3 billion, or 12 percent on an annualized sequential basis. Average demand deposits increased by $569 million from the third quarter 2004, or 18 percent on an annualized sequential basis and increased by $1.6 billion, or 14 percent compared to the same quarter last year. Fifth Third is intensely focused on generating growth in customers and deposit balances and remains confident in its ability to competitively price and generate growth in an increasing interest rate environment. Deposit comparisons to 2003 are impacted by the second quarter 2004 acquisition of Franklin Financial Corporation. Exclusive of the impact of this transaction, average transaction account balances increased by seven percent over the same quarter last year; comparisons being provided to supplement an understanding of the fundamental deposit trends.

Loan and lease balances exhibited continued strength with period end loans and leases held for investment increasing by $1.8 billion from last quarter, or 12 percent on an annualized sequential basis. On an average basis, total loans and leases, including held for sale, increased by 10 percent over the same quarter last year and by nine percent for the full year. Period end commercial loan and lease balances increased by 14 percent over the same quarter last year and by $1.1 billion, or 15 percent on an annualized sequential basis. Installment loan originations remained solid during the fourth quarter and totaled $1.6 billion, compared to $1.8 billion last quarter, with period-end loan and lease balances increasing by 15 percent over the fourth quarter of last year and nine percent on an annualized sequential basis. Loan and lease comparisons to prior year periods are impacted by the addition of approximately $581 million in total loans in conjunction with the acquisition of Franklin Financial. Exclusive of the impact of this transaction, total commercial loan and lease balances increased 12 percent and total consumer loan and lease balances, excluding residential mortgages,

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increased five percent over last year; comparisons being provided to supplement an understanding of fundamental lending trends.

Compared to the third quarter of 2004, net interest income on a fully-taxable equivalent basis decreased two percent, or $15 million, due to a seven basis point (bp) decrease in the net interest margin on essentially flat average earning assets. As previously announced, Fifth Third has completed several significant initiatives in the fourth quarter of 2004 to improve its long-term profile, reduce the risks associated with increasing interest rates and improve returns on invested capital. These actions included: (i) sale of approximately $6.4 billion in the available-for-sale securities portfolio, or approximately 20 percent from the September 30, 2004 balance of $31.6 billion, with securities sold having a weighted average coupon of approximately 3.2 percent; (ii) the early retirement of approximately $2.8 billion of long-term debt with a weighted average rate of approximately 5.4 percent and a weighted average remaining maturity of approximately six years and; (iii) the termination of $2.8 billion in notional of receive-fixed/pay-variable interest rate swaps maturing through July 2007. These actions resulted in pre-tax securities losses of $79 million and pre-tax termination charges included in other noninterest expense related to the early retirement of long-term debt of $247 million in the fourth quarter. Additionally, Fifth Third reduced certain other wholesale borrowings in order to further decrease the speed at which liabilities reprice relative to earning assets in response to further anticipated increases in interest rates by the Federal Reserve. These actions stabilized and improved the net interest margin during the latter part of the fourth quarter and resulted in improved balance sheet positioning. Margin trends in 2005 will depend upon the speed of further interest rate changes, the level and mix of earning asset and deposit growth and the impact of capital management activities.

Fifth Third repurchased approximately 3.9 million shares of its common stock for $183 million in the fourth quarter of 2004 and 18.5 million shares for $987 million in all of 2004. As of December 31, 2004, the remaining authority under the share repurchase plan authorized by the Board of Directors was approximately 35.7 million shares. Subsequent to the end of the fourth quarter, Fifth Third repurchased 35.5 million shares of its common stock, approximately six percent of total outstanding shares, in an overnight share repurchase transaction on January 10, 2005. Fifth Third has historically operated with significant capital and liquidity on the balance sheet in order to maintain the flexibility to respond to changing economic conditions and the ability to execute strategic acquisitions. With current available short-term alternative investment options, an improving economy and a firming interest rate outlook, Fifth Third views the repurchase of common stock to be an attractive investment and an effective means of delivering value to shareholders. Tangible capital levels will decline as a result of this transaction but will remain strong on an overall basis and improve with expected earnings growth in 2005.

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Noninterest Income

Fifth Third Processing Solutions, our electronic payment processing division, delivered an eight percent increase in revenues on both a fourth quarter and full year basis. Comparisons to prior periods are impacted by the sale of certain small merchant processing contracts in the second and third quarters of 2004. Excluding the revenue impact in the prior year periods, approximately $25 million in the fourth quarter and $70 million for all of 2004, fourth quarter and full year 2004 revenues increased by 28 percent and 23 percent over the same periods last year, respectively; comparisons being provided to supplement an understanding of these fundamental revenue trends. Fourth quarter trends are representative of continuing momentum in attracting new customer relationships and good results in the level of retail sales activity. Fifth Third continues to see significant opportunities to attract new financial institution customers and retailers.

Sales of commercial deposit accounts and corporate treasury management products led to an increase in deposit service revenues of six percent on a full year basis and one percent over the same quarter last year. Commercial deposit based revenues increased 14 percent on a full year basis and eight percent over the same quarter last year on the strength of Fifth Third’s continuing focus on sales force additions, new customer acquisition and cross-sell initiatives within its core middle-market commercial banking franchise. Retail deposit based revenues were essentially unchanged from prior year levels with modest increases in overdraft revenue largely offset by decreases in monthly account maintenance charges.

Investment Advisory revenues decreased by three percent over the same quarter last year and increased eight percent on a full year basis. The decrease in service revenue in the fourth quarter relative to last year and the third quarter of 2004 resulted primarily from declines in retail brokerage related revenues. The increase in revenue compared to last year resulted primarily from strengthening sales results in Retirement Plan Services and improved institutional asset management revenues. Fifth Third expects near and intermediate term revenue growth to be driven by the degree of success in continuing to grow the institutional money management business and in penetrating a large middle market commercial customer base with retirement and wealth planning services. Fifth Third Investment Advisors, among the largest money managers in the Midwest, has $34 billion in assets under management and $182 billion in assets under care.

Mortgage Banking net service revenue totaled $24 million in the fourth quarter and $178 million on a full year 2004 basis compared to $57 million in 2003’s fourth quarter and $302 million in all of 2003. Mortgage originations totaled $2.0 billion in the fourth quarter versus $1.7 billion last quarter and $1.9 billion in the fourth quarter of last year. Fourth quarter mortgage banking net service revenue was comprised of $41 million in total mortgage banking fees and loan sales, less $8 million of losses and mark-to-market adjustments on both settled and outstanding free-standing derivative financial instruments and less $9 million in net valuation adjustments and amortization on mortgage servicing rights. The mark-to-market adjustments and settlement of free-standing derivative financial instruments and corresponding valuation adjustments resulted from interest rate volatility and the resulting impact of changing prepayment speeds on the mortgage

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servicing portfolio. Despite increased mortgage originations, fourth quarter mortgage net revenue experienced a $25 million decline relative to the third quarter of 2004 due to a $33 million unfavorable change in the mark-to-market adjustments and settlement of free-standing derivative financial instruments. Fifth Third continues to maintain its posture with regard to hedging activity to manage over time the risk associated with impairment changes incurred on its mortgage servicing rights portfolio. The mortgage servicing asset, net of the valuation reserve, was $339 million at December 31, 2004 on a servicing portfolio of $23 billion, compared to $334 million last quarter on a servicing portfolio of $23.5 billion.

Other noninterest income totaled $125 million in the fourth quarter and $671 million on a full year basis, compared to $112 million in the same quarter last year and $581 million for all of 2003. 2004 results included a total pre-tax gain of approximately $157 million ($91 million after-tax) on the second and third quarter sales of certain third-party sourced merchant processing contracts. 2003 results were impacted by a $22 million third quarter gain on the securitization and sale of $903 million of home equity lines of credit. Exclusive of these items, full-year other noninterest income experienced modest decreases across nearly all sub-categories with the largest declines concentrated in loan and lease fees relative to last year, and, on a sequential quarter basis, modest declines across consumer lending related revenue categories were offset by very strong growth in commercial banking revenue.

Credit Quality

Credit quality metrics and trends remained fairly consistent in the fourth quarter and improved significantly on a full year basis. Net charge-offs as a percentage of average loans and leases were 44 bp in the fourth quarter and 45 bp in all of 2004, compared to 72 bp in the fourth quarter of last year and 63 bp in all of 2003. Nonperforming assets were 51 bp of total loans and leases and other real estate owned at December 31, 2004, up slightly from 48 bp last quarter and improved from the 61 bp posted a year ago. Overall, the level of nonperforming loans and net charge-offs remain a small percentage of the total loan and lease portfolio. Net charge-offs were $65 million in the fourth quarter and $252 million in 2004, compared to $96 million in the same quarter last year and $312 million in all of 2003. The provision for loan and lease losses totaled $65 million in the fourth quarter and $268 million for the full year, compared to $94 million in the same quarter last year and $399 million in the full year 2003. Fifth Third expects credit quality trends in 2005 to remain similar to those seen in recent periods. Fifth Third previously included a reserve for unfunded commitments to lend within the “Reserve for Credit Losses.” As of December 31, 2004, the reserve for unfunded commitments to lend, totaling $72 million, has been reclassified to other liabilities.

Noninterest Expense

Total noninterest expense increased 42 percent over the fourth quarter last year and 17 percent on a full year basis with direct comparisons to prior periods impacted by the following factors: (i) the previously

5

mentioned $247 million in charges related to the early retirement of approximately $2.8 billion of long-term debt in the fourth quarter of 2004; (ii) a charge of $78 million related to the early retirement of approximately $1 billion of Federal Home Loan Bank advances in the second quarter of 2004; (iii) a charge of $20 million related to the early retirement of approximately $200 million of Federal Home Loan Bank advances in the second quarter of 2003; and (iv) a $31 million pre-tax recovery in the second quarter of 2003 of previously charged-off treasury clearing and settlement account balances. Excluding the impact of these items, noninterest expense increased by approximately five percent from the fourth quarter of 2003 and by three percent on a full year basis; comparisons being provided to supplement an understanding of the fundamental trends in noninterest expense. Fifth Third’s efficiency ratio was 76.0 percent in the fourth quarter and 53.9 percent on a full year basis compared to 49.0 percent and 47.0 percent in the same periods last year. Expense trends were further impacted by significant investments in the sales force and retail distribution network as evidenced by the addition of almost 600 full time equivalent employees in the fourth quarter and the opening of 76 new banking centers that did not involve consolidation of existing facilities since the beginning of the year.

Conference Call

Fifth Third will host a conference call to discuss these fourth quarter financial results at 8:30 a.m. (Eastern Standard Time) today. Investors, analysts and other interested parties may dial into the conference call at 877-309-0967 for domestic access and 706-679-3977 for international access (password: Fifth Third). A replay of the conference call will be available for approximately seven days by dialing 800-642-1687 for domestic access and 706-645-9291 for international access (passcode: 3295299#).

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $94.5 billion in assets as of December 31, 2004. The Company operates 17 affiliates with 1,088 full-service Banking Centers, including 129 Bank Mart^® locations open seven days a week inside select grocery stores and 1,976 Jeanie^® ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia and Pennsylvania. The financial strength of Fifth Third’s Ohio and Michigan banks continues to be recognized by rating agencies with deposit ratings of AA- and Aa1 from Standard & Poor’s and Moody’s, respectively. Additionally, Fifth Third Bancorp continues to maintain the highest short-term ratings available at A-1+ and Prime-1 and is recognized by Moody’s with one of the highest senior debt ratings for any U.S. bank holding company of Aa2. Fifth Third operates four main businesses: Retail, Commercial, Investment Advisors and Fifth Third Processing Solutions. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded through the NASDAQ^® National Market System under the symbol “FITB.”

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This release may contain forward-looking statements about Fifth Third Bancorp and/or the company as combined with Franklin Financial Corporation and/or First National Bankshares of Florida, Inc. within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This press release may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third Bancorp and/or the combined company including statements preceded by, followed by or that include the words or phrases such as “believes,” “expects,” “anticipates,” “plans,” “trend,” “objective,” “continue,” “remain” or similar expressions or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (4) general economic conditions, either national or in the states in which Fifth Third, Franklin Financial Corporation, First National Bankshares and/or the combined company do business, are less favorable than expected; (5) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) changes and trends in the securities markets; (7) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, Franklin Financial Corporation, First National Bankshares and/or the combined company or the businesses in which Fifth Third, First National Bankshares and/or the combined company are engaged; (8) difficulties in combining the operations of Franklin Financial Corporation, First National Bankshares and/or other acquired entities and (9) the impact of reputational risk created by the developments discussed above on such matters as business generation and retention, funding and liquidity. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Further information on other factors which could affect the financial results of Fifth Third are included in Fifth Third’s, Franklin Financial’s and First National Bankshares’ filings with the Securities and Exchange Commission. These documents are available free of charge at the Commission’s website at http://www.sec.gov and/or from Fifth Third.

# # #

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FIFTH THIRD BANCORP AND SUBSIDIARIES Quarterly Financial Review for December 31, 2004
Table of Contents	Page
Earnings Review:
Financial Highlights	9-10
Consolidated Statements of Income	11-12
Consolidated Statements of Changes in Shareholders’ Equity	13
Condensed Consolidated Quarterly Statements of Income (Taxable Equivalent)	14
Noninterest Income and Noninterest Expense	15
Financial Condition:
Consolidated Balance Sheets	16
Loans and Leases Serviced	17
Consolidated Average Balance Sheets, Yields (Taxable Equivalent) and Rates	18-19
Regulatory Capital	20
Asset Quality	21

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FIFTH THIRD BANCORP AND SUBSIDIARIES

Financial Highlights

(unaudited)

	For the Three Months Ended
	December 31, 2004			December 31, 2003	Percent Change
Earnings ($ in millions, except per share data)
Net Interest Income (Taxable Equivalent)	$	752		745	0.9
Net Income		176		442	(60.1	)
Earnings Per Share
Basic		0.31		0.78	(60.3	)
Diluted		0.31		0.77	(59.7	)
Key Ratios (percent)
Return on Average Assets		0.72	%	1.93	(62.7	)
Return on Average Equity		7.6		20.1	(62.2	)
Net Interest Margin (Taxable Equivalent)		3.35		3.54	(5.4	)
Efficiency		76.0		49.0	55.1
Average Shareholders’ Equity to Average Assets		9.51		9.61	(1.0	)
Regulatory Capital (a):
Tier 1 Capital		10.45		11.11	(5.9	)
Total Capital		12.50		13.56	(7.8	)
Tier 1 Leverage		8.89		9.23	(3.7	)
Common Stock Data
Cash Dividends Declared Per Share	$	0.35		0.29	20.7
Book Value Per Share		16.00		15.29	4.6
Market Price Per Share:
High		52.34		60.01	(12.8	)
Low		45.32		55.47	(18.3	)
End of Period		47.30		59.10	(20.0	)
Price/Earnings Ratio (b)		17.65		20.59	(14.3	)
	For the Year Ended
	December 31, 2004			December 31, 2003	Percent Change
Earnings ($ in millions, except per share data)
Net Interest Income (Taxable Equivalent)	$	3,048		2,944	3.5
Net Income		1,525		1,665	(8.4	)
Earnings Per Share
Basic		2.72		2.91	(6.5	)
Diluted		2.68		2.87	(6.6	)
Key Ratios (percent)
Return on Average Assets		1.61	%	1.90	(15.3	)
Return on Average Equity		17.2		19.0	(9.5	)
Net Interest Margin (Taxable Equivalent)		3.48		3.62	(3.9	)
Efficiency		53.9		47.0	14.7
Average Shareholders’ Equity to Average Assets		9.34		10.01	(6.7	)
Common Stock Data
Cash Dividends Declared Per Share	$	1.31		1.13	15.9
Market Price Per Share:
High		60.00		62.15	(3.5	)
Low		45.32		47.05	(3.7	)

(a) December 31, 2004 regulatory capital ratios are estimated.

(b) Based on the most recent twelve-month earnings per diluted share and end of period stock prices.

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FIFTH THIRD BANCORP AND SUBSIDIARIES

Financial Highlights

(unaudited)

Values Per Share

	Book Value Per Share								Market Price Range Per Share
	March 31		June 30		September 30		December 31		Low		High
1999	$	9.78	$	9.64	$	9.63	$	9.91	$	38.58	$	50.29
2000		10.07		10.42		10.82		11.83		29.33		60.88
2001		12.33		12.40		12.97		13.31		45.69		64.77
2002		13.59		14.31		14.69		14.98		55.26		69.70
2003		15.31		15.25		15.24		15.29		47.05		62.15
2004		15.77		14.97		16.11		16.00		45.32		60.00
Earnings Per Share, Basic
	For the Three Months Ended
	March 31		June 30		September 30		December 31				Year-to-Date
1999	$	0.42	$	0.41	$	0.42	$	0.30			$	1.55
2000		0.43		0.39		0.51		0.53				1.86
2001		0.49		0.18		0.44		0.63				1.74
2002		0.63		0.65		0.67		0.69				2.64
2003		0.68		0.72		0.73		0.78				2.91
2004		0.76		0.80		0.84		0.31				2.72
Earnings Per Share, Diluted
	For the Three Months Ended
	March 31		June 30		September 30		December 31				Year-to-Date
1999	$	0.41	$	0.40	$	0.41	$	0.30			$	1.53
2000		0.43		0.38		0.50		0.52				1.83
2001		0.48		0.18		0.43		0.61				1.70
2002		0.62		0.64		0.66		0.67				2.59
2003		0.67		0.71		0.72		0.77				2.87
2004		0.75		0.79		0.83		0.31				2.68

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FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Income

(unaudited) ($ in millions, except per share data)

	For the Three Months Ended
	December 31, 2004			December 31, 2003
Interest Income
Interest and Fees on Loans and Leases	$	775		668
Interest on Securities:
Taxable		293		307
Exempt from Income Taxes		11		13
Total Interest on Securities		304		320
Interest on Other Short-Term Investments		2		-
Total Interest Income		1,081		988
Interest Expense
Interest on Deposits:
Interest Checking		56		45
Savings		21		12
Money Market		16		8
Other Time		45		44
Certificates - $100,000 and Over		13		10
Foreign Office		20		14
Total Interest on Deposits		171		133
Interest on Federal Funds Purchased		24		19
Interest on Short-Term Bank Notes		6		-
Interest on Other Short-Term Borrowings		22		14
Interest on Long-Term Debt		115		87
Total Interest Expense		338		253
Net Interest Income		743		735
Provision for Loan and Lease Losses		65		94
Net Interest Income After Provision for Loan and Lease Losses		678		641
Noninterest Income
Electronic Payment Processing Revenue		173		160
Service Charges on Deposits		126		125
Mortgage Banking Net Revenue		24		57
Investment Advisory Revenue		82		85
Other Noninterest Income		125		112
Operating Lease Revenue		27		58
Securities (Losses) Gains, Net		(78	)	2
Total Noninterest Income		479		599
Noninterest Expense
Salaries, Wages and Incentives		266		244
Employee Benefits		56		53
Equipment Expense		23		21
Net Occupancy Expense		48		47
Operating Lease Expense		20		44
Other Noninterest Expense		522		248
Total Noninterest Expense		935		657
Income from Continuing Operations Before Income Taxes		222		583
Applicable Income Taxes		46		182
Income from Continuing Operations		176		401
Income from Discontinued Operations, Net of Tax		-		41
Net Income	$	176		442
Net Income Available to Common Shareholders (a)	$	176		441
Basic Earnings Per Share:
Income from Continuing Operations	$	0.31		0.71
Income from Discontinued Operations		-		0.07
Net Income	$	0.31		0.78
Diluted Earnings Per Share:
Income from Continuing Operations	$	0.31		0.70
Income from Discontinued Operations		-		0.07
Net Income	$	0.31		0.77

(a) Dividend on Preferred Stock is $.185 million for the three months ended December 31, 2004 and 2003.

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FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Income

(unaudited) ($ in millions, except per share data)

	For the Year Ended
	December 31, 2004			December 31, 2003
Interest Income
Interest and Fees on Loans and Leases	$	2,847			2,711
Interest on Securities:
Taxable		1,217			1,226
Exempt from Income Taxes		45			51
Total Interest on Securities		1,262			1,277
Interest on Other Short-Term Investments		5			3
Total Interest Income		4,114			3,991
Interest Expense
Interest on Deposits:
Interest Checking		174			189
Savings		58			64
Money Market		39			32
Other Time		162			196
Certificates - $100,000 and Over		48			63
Foreign Office		58			44
Total Interest on Deposits		539			588
Interest on Federal Funds Purchased		77			80
Interest on Short-Term Bank Notes		15			-
Interest on Other Short-Term Borrowings		78			55
Interest on Long-Term Debt		393			363
Total Interest Expense		1,102			1,086
Net Interest Income		3,012			2,905
Provision for Loan and Lease Losses		268			399
Net Interest Income After Provision for Loan and Lease Losses		2,744			2,506
Noninterest Income
Electronic Payment Processing Revenue		622			575
Service Charges on Deposits		515			485
Mortgage Banking Net Revenue		178			302
Investment Advisory Revenue		360			332
Other Noninterest Income		671			581
Operating Lease Revenue		156			124
Securities (Losses) Gains, Net		(37	)		81
Securities Gains, Net - Non-Qualifying Hedges on Mortgage Servicing		-			3
Total Noninterest Income		2,465			2,483
Noninterest Expense
Salaries, Wages and Incentives		1,018			1,031
Employee Benefits		261			240
Equipment Expense		84			82
Net Occupancy Expense		185			159
Operating Lease Expense		114			94
Other Noninterest Expense		1,310			945
Total Noninterest Expense		2,972			2,551
Income from Continuing Operations Before Income Taxes, Minority Interest and Cumulative Effect		2,237			2,438
Applicable Income Taxes		712			786
Income from Continuing Operations Before Minority Interest and Cumulative Effect		1,525			1,652
Minority Interest, Net of Tax		-			(20	)
Income from Continuing Operations Before Cumulative Effect		1,525			1,632
Income from Discontinued Operations, Net of Tax		-			44
Income Before Cumulative Effect		1,525			1,676
Cumulative Effect of Change in Accounting Principle, Net of Tax		-			(11	)
Net Income	$	1,525			1,665
Net Income Available to Common Shareholders (a)	$	1,524			1,664
Basic Earnings Per Share:
Income from Continuing Operations	$	2.72			2.85
Income from Discontinued Operations		-			0.08
Cumulative Effect of Change in Accounting Principle, Net		-			(0.02	)
Net Income	$	2.72			2.91
Diluted Earnings Per Share:
Income from Continuing Operations	$	2.68			2.81
Income from Discontinued Operations		-			0.08
Cumulative Effect of Change in Accounting Principle, Net		-			(0.02	)
Net Income	$	2.68		$	2.87

(a) Dividend on Preferred Stock is $.740 million for the year ended December 31, 2004 and 2003.

12

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

(unaudited) ($ in millions, except per share data)

	For the Three Months Ended
	December 31, 2004			December 31, 2003
Total Shareholders’ Equity, Beginning	$	9,040		8,694
Net Income		176		442
Other Comprehensive Income, Net of Tax:
Change in Unrealized Gains and (Losses) on Available-for-Sale Securities, Qualifying Cash Flow Hedges and Additional Pension Liability		49		(111	)
Net Income and Other Comprehensive Income		225		331
Cash Dividends Declared:
Common Stock (2004 - $.35 per share and 2003 - $.29 per share)		(195	)	(164	)
Preferred Stock (a)		-		-
Stock Options Exercised Including Treasury Shares Issued		11		29
Stock-Based Compensation Expense		23		23
Loans Repaid Related to Exercise of Stock Options, Net		2		3
Change in Corporate Tax Benefit Related to Stock-Based Compensation		2		22
Shares Purchased		(183	)	(271	)
Other		(1	)	-
Total Shareholders’ Equity, Ending	$	8,924		8,667

(a) Dividend on Preferred Stock is $.185 million for the three months ended December 31, 2004 and 2003.

	For the Year Ended
	December 31, 2004			December 31, 2003
Total Shareholders’ Equity, Beginning	$	8,667		8,604
Net Income		1,525		1,665
Other Comprehensive Income, Net of Tax:
Change in Unrealized Gains and (Losses) on Available-for-Sale Securities, Qualifying Cash Flow Hedges and Additional Pension Liability		(49	)	(489	)
Net Income and Other Comprehensive Income		1,476		1,176
Cash Dividends Declared:
Common Stock (2004 - $1.31 per share and 2003 - $1.13 per share)		(735	)	(645	)
Preferred Stock (b)		(1	)	(1	)
Stock Options Exercised Including Treasury Shares Issued		89		97
Stock-Based Compensation Expense		87		110
Loans Issued Related to Exercise of Stock Options, Net		-		(34	)
Change in Corporate Tax Benefit Related to Stock-Based Compensation		11		18
Shares Purchased		(987	)	(655	)
Acquisitions		317		-
Other		-		(3	)
Total Shareholders’ Equity, Ending	$	8,924		8,667

(b) Dividend on Preferred Stock is $.740 million for the year ended December 31, 2004 and 2003.

13

FIFTH THIRD BANCORP AND SUBSIDIARIES

Condensed Consolidated Quarterly Statements of Income (Taxable Equivalent)

(unaudited) ($ in millions)

	For the Three Months Ended
	December 31, 2004		September 30, 2004	June 30, 2004	March 31, 2004	December 31, 2003
Interest Income	$	1,081	1,043	1,000	990	988
Taxable Equivalent Adjustment		9	9	9	9	10
Interest Income (Taxable Equivalent)		1,090	1,052	1,009	999	998
Interest Expense		338	286	238	240	253
Net Interest Income (Taxable Equivalent)		752	766	771	759	745
Provision for Loan and Lease Losses		65	26	90	87	94
Net Interest Income After Provision for Loan and Lease Losses (Taxable Equivalent)		687	740	681	672	651
Noninterest Income		479	611	749	626	599
Noninterest Expense		935	648	742	648	657
Income from Continuing Operations Before Income Taxes (Taxable Equivalent)		231	703	688	650	593
Applicable Income Taxes		46	223	231	211	182
Taxable Equivalent Adjustment		9	9	9	9	10
Income from Continuing Operations		176	471	448	430	401
Income from Discontinued Operations, Net of Tax		-	-	-	-	41
Net Income	$	176	471	448	430	442
Net Income Available to Common Shareholders (a)	$	176	471	448	430	441

(a) Dividend on Preferred Stock is $.185 million for all quarters presented.

14

FIFTH THIRD BANCORP AND SUBSIDIARIES

Noninterest Income and Noninterest Expense

(unaudited) ($ in millions)

	For the Three Months Ended
	December 31, 2004			September 30, 2004	June 30, 2004	March 31, 2004	December 31, 2003
Noninterest Income
Electronic Payment Processing Revenue	$	173		152	148	148	160
Service Charges on Deposits		126		134	131	123	125
Mortgage Banking Net Revenue		24		49	61	44	57
Investment Advisory Revenue		82		88	97	93	85
Other Noninterest Income		125		137	268	141	112
Operating Lease Revenue		27		35	44	52	58
Securities (Losses) Gains, Net		(78	)	16	-	25	2
Total Noninterest Income	$	479		611	749	626	599
Noninterest Expense
Salaries, Wages and Incentives	$	266		252	254	245	244
Employee Benefits		56		64	66	76	53
Equipment Expense		23		22	19	20	21
Net Occupancy Expense		48		45	47	46	47
Operating Lease Expense		20		24	32	38	44
Other Noninterest Expense (a)		522		241	324	223	248
Total Noninterest Expense	$	935		648	742	648	657
Full-Time Equivalent Employees		19,659		19,061	18,937	18,583	18,899
Banking Centers		1,011		1,005	992	960	952

(a) Includes intangible amortization expense of $7 million, $7 million, $6 million, $9 million and $10 million for the three months ended December 31, 2004, September 30, 2004, June 30, 2004, March 31, 2004 and December 31, 2003, respectively.

15

FIF TH THIRD BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited) ($ in millions, except share data)

	As of
	December 31, 2004			December 31, 2003
Assets
Cash and Due from Banks	$	2,561		2,359
Available-for-Sale Securities (a)		24,687		28,999
Held-to-Maturity Securities (b)		255		135
Trading Securities		77		55
Other Short-Term Investments		532		268
Loans Held for Sale		559		1,881
Loans and Leases:
Commercial Loans		16,058		14,209
Construction Loans		4,726		3,636
Commercial Mortgage Loans		7,636		6,894
Commercial Lease Financing		4,634		4,430
Residential Mortgage Loans		6,988		4,425
Consumer Loans		18,923		17,432
Consumer Lease Financing		2,273		2,709
Unearned Income		(1,430	)	(1,427	)
Total Loans and Leases		59,808		52,308
Reserve for Loan and Lease Losses		(713	)	(697	)
Total Loans and Leases, net		59,095		51,611
Bank Premises and Equipment		1,315		1,061
Operating Lease Equipment		304		767
Accrued Interest Receivable		397		408
Goodwill		979		738
Intangible Assets		150		195
Servicing Rights		352		299
Other Assets		3,193		2,478
Total Assets	$	94,456		91,254
Liabilities
Deposits:
Demand	$	13,486		12,142
Interest Checking		19,481		19,757
Savings		8,310		7,375
Money Market		4,321		3,201
Other Time		6,837		6,201
Certificates - $100,000 and Over		2,121		1,856
Foreign Office		3,670		6,563
Total Deposits		58,226		57,095
Federal Funds Purchased		4,714		6,928
Short-Term Bank Notes		775		500
Other Short-Term Borrowings		4,537		5,742
Accrued Taxes, Interest and Expenses		2,216		2,200
Other Liabilities		1,081		1,059
Long-Term Debt		13,983		9,063
Total Liabilities		85,532		82,587
Total Shareholders’ Equity (c)		8,924		8,667
Total Liabilities and Shareholders’ Equity	$	94,456		91,254

(a) Amortized cost: December 31, 2004 - $24,801 and December 31, 2003 - $29,076

(b) Market values: December 31, 2004 - $255 and December 31, 2003 - $135

(c) Common Shares: Stated value $2.22 per share; authorized 1,300,000,000; outstanding December 31, 2004 - 557,648,989

(excluding 25,802,702 treasury shares) and December 31, 2003 - 566,685,301 (excluding 16,766,390 treasury shares).

16

FIFTH THIRD BANCORP AND SUBSIDIARIES

Loans and Leases Serviced

(unaudited) ($ in millions)

	As of
	December 31, 2004		September 30, 2004	June 30, 2004	March 31, 2004	December 31, 2003
Commercial:
Commercial Loans	$	16,058	15,259	15,244	14,469	14,209
Mortgage		7,636	7,644	7,541	7,197	6,894
Construction		4,348	4,077	3,768	3,493	3,301
Leases		3,426	3,357	3,275	3,327	3,264
Subtotal		31,468	30,337	29,828	28,486	27,668
Consumer:
Consumer Loans		18,080	17,829	17,522	17,037	16,670
Mortgage & Construction		7,366	6,852	6,213	5,264	4,760
Credit Card		843	809	779	757	762
Leases		2,051	2,209	2,337	2,368	2,448
Subtotal		28,340	27,699	26,851	25,426	24,640
Total Loans and Leases		59,808	58,036	56,679	53,912	52,308
Loans Held for Sale		559	452	577	1,661	1,881
Operating Lease Equipment		304	394	525	658	767
Loans and Leases Serviced for Others:
Residential Mortgage (a)		23,026	23,458	23,943	24,114	24,495
Commercial Mortgage (b)		2,045	2,091	2,104	2,147	2,085
Commercial Loans (c)		1,941	2,033	1,913	1,953	1,790
Commercial Leases (b)		323	220	217	226	185
Consumer Loans (d)		1,298	1,407	1,511	832	866
Total Loans and Leases Serviced for Others		28,633	29,209	29,688	29,272	29,421
Total Loans and Leases Serviced	$	89,304	88,091	87,469	85,503	84,377

(a) Fifth Third sells certain residential mortgage loans, primarily conforming and fixed-rate in nature, and retains servicing responsibilities.

(b) Fifth Third sells certain commercial mortgage loans and commercial leases and retains servicing responsibilities.

(c) Fifth Third transfers, subject to credit recourse and with servicing retained, certain investment grade commercial loans to an unconsolidated qualified special purpose entity (QSPE), which is wholly-owned by an independent third party.

(d) Fifth Third sells certain consumer loans and retains servicing responsibilities.

17

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Average Balance Sheets, Yields (Taxable Equivalent) and Rates

(unaudited) ($ in millions)

	For the Three Months Ended
	December 31, 2004				December 31, 2003
	Average Balance			Average Yield/Rate	Average Balance			Average Yield/Rate
Assets
Interest-Earning Assets:
Loans and Leases	$	59,440		5.20%	$	53,886		4.94%
Taxable Securities		28,379		4.11		28,362		4.29
Tax Exempt Securities		866		7.37		1,026		7.41
Other Short-Term Investments		480		2.00		206		0.45
Total Interest-Earning Assets		89,165		4.86		83,480		4.74
Cash and Due from Banks		2,445				2,044
Other Assets		6,171				5,863
Reserve for Loan and Lease Losses		(719	)			(771	)
Total Assets	$	97,062			$	90,616
Liabilities
Interest-Bearing Liabilities:
Interest Checking	$	19,345		1.14%	$	19,303		0.93%
Savings		8,447		1.01		7,700		0.60
Money Market		4,227		1.53		3,388		0.89
Other Time		6,681		2.71		6,086		2.81
Certificates-$100,000 and Over		2,106		2.41		2,170		1.82
Foreign Office Deposits		4,073		1.94		5,606		1.01
Federal Funds Purchased		4,880		1.98		7,503		1.02
Short-Term Bank Notes		1,188		1.97		87		1.06
Other Short-Term Borrowings		5,140		1.67		6,664		0.86
Long-Term Debt		15,585		2.92		9,149		3.78
Total Interest-Bearing Liabilities		71,672		1.87		67,656		1.48
Demand Deposits		13,107				11,460
Other Liabilities		3,054				2,792
Total Liabilities		87,833				81,908
Shareholders’ Equity		9,229				8,708
Total Liabilities and Shareholders’ Equity	$	97,062			$	90,616
Average Common Shares Outstanding:
Basic		560,161,550				568,104,211
Diluted		566,107,746				576,881,193
Ratios:
Net Interest Margin (Taxable Equivalent)				3.35%				3.54%
Net Interest Rate Spread (Taxable Equivalent)				2.99%				3.26%
Interest-Bearing Liabilities to Interest-Earning Assets				80.38%				81.04%

18

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Average Balance Sheets, Yields (Taxable Equivalent) and Rates

(unaudited) ($ in millions)

	For the Year Ended
	December 31, 2004					December 31, 2003
	Average Balance			Average Yield/Rate		Average Balance			Average Yield/Rate
Assets
Interest-Earning Assets:
Loans and Leases	$	57,042		5.01	%	$	52,414		5.20	%
Taxable Securities		29,365		4.15			27,584		4.45
Tax Exempt Securities		917		7.44			1,056		7.26
Other Short-Term Investments		315		1.48			307		0.97
Total Interest-Earning Assets		87,639		4.73			81,361		4.95
Cash and Due from Banks		2,216					1,600
Other Assets		5,763					5,250
Reserve for Loan and Lease Losses		(722	)				(730	)
Total Assets	$	94,896				$	87,481
Liabilities
Interest-Bearing Liabilities:
Interest Checking	$	19,434		0.89	%	$	18,679		1.01	%
Savings		7,941		0.72			8,020		0.79
Money Market		3,473		1.12			3,189		1.01
Other Time		6,208		2.62			6,426		3.04
Certificates-$100,000 and Over		2,403		1.99			3,832		1.65
Foreign Office Deposits		4,449		1.31			3,862		1.13
Federal Funds Purchased		5,896		1.30			7,001		1.14
Short-Term Bank Notes		1,003		1.46			22		1.06
Other Short-Term Borrowings		6,640		1.17			5,350		1.03
Long-Term Debt		13,323		2.95			8,747		4.15
Total Interest-Bearing Liabilities		70,770		1.56			65,128		1.67
Demand Deposits		12,327					10,482
Other Liabilities		2,939					2,883
Total Liabilities		86,036					78,493
Minority Interest		-					234
Shareholders’ Equity		8,860					8,754
Total Liabilities and Shareholders’ Equity	$	94,896				$	87,481
Average Common Shares Outstanding:
Basic		561,258,539					571,590,128
Diluted		568,234,313					580,003,074
Ratios:
Net Interest Margin (Taxable Equivalent)				3.48	%				3.62	%
Net Interest Rate Spread (Taxable Equivalent)				3.17	%				3.28	%
Interest-Bearing Liabilities to Interest-Earning Assets				80.75	%				80.05	%

19

FIFTH THIRD BANCORP AND SUBSIDIARIES

Regulatory Capital

(unaudited) ($ in millions)

	December 31, 2004 (a)			September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003
Tier 1 Capital:
Shareholders’ Equity	$	8,924		9,040		8,393		8,864		8,667
Goodwill and Certain Other Intangibles		(1,129	)	(1,137	)	(1,143	)	(893	)	(933	)
Unrealized Losses/(Gains)		101		146		491		(162	)	57
Other		627		617		605		585		481
Total Tier 1 Capital	$	8,523		8,666		8,346		8,394		8,272
Total Capital:
Tier 1 Capital	$	8,523		8,666		8,346		8,394		8,272
Qualifying Reserves for Credit Losses		805		806		831		801		787
Qualifying Subordinated Notes		868		868		932		926		1,037
Total Risk-Based Capital	$	10,196		10,340		10,109		10,121		10,096
Risk-Weighted Assets	$	81,536		80,749		78,779		76,587		74,477
Ratios (percent):
Average Shareholders’ Equity to Average Assets		9.51%		9.21		9.08		9.55		9.61
Regulatory Capital:
Tier 1 Capital		10.45%		10.73		10.59		10.96		11.11
Total Capital		12.50%		12.81		12.83		13.22		13.56
Tier 1 Leverage		8.89%		9.13		8.97		9.23		9.23

(a) December 31, 2004 regulatory capital data and ratios are estimated.

20

FIFTH THIRD BANCORP AND SUBSIDIARIES

Asset Quality

(unaudited) ($ in millions)

Summary of Credit Loss Experience	For the Three Months Ended
	December 31, 2004			September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003
Losses Charged Off:
Commercial, Financial and Agricultural Loans	$	(19	)	(24	)	(21	)	(31	)	(57	)
Real Estate - Commercial Mortgage Loans		(7	)	(1	)	(2	)	(3	)	(2	)
Real Estate - Construction Loans		(3	)	-		(3	)	(1	)	(1	)
Real Estate - Residential Mortgage Loans		(4	)	(3	)	(3	)	(4	)	(9	)
Consumer Loans		(42	)	(37	)	(38	)	(40	)	(37	)
Lease Financing		(9	)	(7	)	(9	)	(9	)	(9	)
Total Losses		(84	)	(72	)	(76	)	(88	)	(115	)
Recoveries of Losses Previously Charged Off:
Commercial, Financial and Agricultural Loans		4		3		3		4		5
Real Estate - Commercial Mortgage Loans		1		1		1		1		1
Real Estate - Construction Loans		-		-		-		-		-
Real Estate - Residential Mortgage Loans		-		-		-		-		-
Consumer Loans		12		9		11		10		11
Lease Financing		2		2		2		2		2
Total Recoveries		19		15		17		17		19
Net Losses Charged Off:
Commercial, Financial and Agricultural Loans		(15	)	(21	)	(18	)	(27	)	(52	)
Real Estate - Commercial Mortgage Loans		(6	)	-		(1	)	(2	)	(1	)
Real Estate - Construction Loans		(3	)	-		(3	)	(1	)	(1	)
Real Estate - Residential Mortgage Loans		(4	)	(3	)	(3	)	(4	)	(9	)
Consumer Loans		(30	)	(28	)	(27	)	(30	)	(26	)
Lease Financing		(7	)	(5	)	(7	)	(7	)	(7	)
Total Net Losses Charged Off	$	(65	)	(57	)	(59	)	(71	)	(96	)
Reserve for Loan and Lease Losses, Beginning	$	713		744		713		697		772
Total Net Losses Charged Off		(65	)	(57	)	(59	)	(71	)	(96	)
Provision for Loan and Lease Losses		65		26		90		87		94
Reclassification of Reserve Related to Unfunded Commitments (a)		-		-		-		-		(73	)
Reserve for Loan and Lease Losses, Ending		713		713		744		713		697
Reserve for Unfunded Commitments, Beginning		72		68		70		73		-
Change - Other Noninterest Expense		-		4		(2	)	(3	)	-
Reclassification of Reserve Related to Unfunded Commitments (a)		-		-		-		-		73
Reserve for Unfunded Commitments, Ending		72		72		68		70		73
Components of Reserve for Credit Losses:
Reserve for Loan and Lease Losses		713		713		744		713		697
Reserve for Unfunded Commitments (a)		72		72		68		70		73
Total Reserve for Credit Losses	$	785		785		812		783		770
Nonperforming and Underperforming Assets
	As of
	December 31, 2004			September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003
Nonaccrual Loans and Leases (b)	$	228		207		216		233		242
Renegotiated Loans and Leases		1		3		3		1		8
Other Assets, Including Other Real Estate Owned		74		72		64		74		69
Total Nonperforming Assets		303		282		283		308		319
Ninety Days Past Due Loans and Leases (b)		142		137		132		133		145
Total Underperforming Assets	$	445		419		415		441		464
Average Loans and Leases (c)	$	58,714		57,160		54,960		52,927		52,402
Loans and Leases (c)		59,808		58,036		56,679		53,912		52,308
Ratios
Net Losses Charged Off as a Percent of Average Loans and Leases		0.44%		0.40		0.43		0.54		0.72
Reserve for Loan and Lease Losses as a Percent of Loans and Leases		1.19%		1.23		1.31		1.32		1.33
Reserve for Credit Losses as a Percent of Loans and Leases		1.31%		1.35		1.43		1.45		1.47
Nonperforming Assets as a Percent of Loans, Leases and Other Assets, Including Other Real Estate Owned		0.51%		0.48		0.50		0.57		0.61
Underperforming Assets as a Percent of Loans, Leases and Other Assets, Including Other Real Estate Owned		0.74%		0.72		0.73		0.82		0.89

(a) As of December 31, 2004, the reserve for unfunded commitments has been reclassified from the reserve for loan and lease losses to other liabilities. Amounts presented in all periods shown have been reclassified to conform to the current presentation.

(b) Nonaccrual includes $22 million and Ninety Days Past Due includes $39 million of residential mortgage loans as of December 31, 2004.

(c) Excludes loans held for sale.

21

EX-99.2

Exhibit 99.2

January 2005

FINANCIAL SUPPLEMENT

Investment Community Member:

To assist in your financial analysis, the following supplement of most requested information concerning Fifth Third Bancorp is provided.

Numbers are unaudited for both year-end and quarterly information.

If you need further information, please fax or e-mail your request to Fifth Third’s Investor Relations Department at (513) 534-0629 or Brad.Adams@53.com

R. Mark Graf	Rob Cafera	Brad Adams
SVP/Chief Financial Officer	VP/External Financial Reporting	VP/Investor Relations
(513) 534-6924	(513) 534-6662	(513) 534-0983

Yearly Data

	Years Ended December 31,
	2004		2003		2002		2001		2000		1999
Ratios %
Return on Average Assets		1.61		1.90		2.04		1.42		1.58		1.44
Return on Average Equity		17.2		19.0		18.4		13.6		17.5		15.8
Average Equity/Average Assets		9.34		10.01		11.08		10.40		9.06		9.12
Net Interest Margin (FTE)		3.48		3.62		3.96		3.82		3.73		3.96
Efficiency		53.9		47.0		47.5		57.5		53.7		56.0
Net Charge-Offs/Average Loans & Leases		0.45		0.63		0.43		0.54		0.26		0.39
Reserve for Loan and Lease Losses/Loans and Leases Outstanding (a)		1.19		1.33		1.49		1.50		1.43		1.48
Reserve for Credit Losses/Loans and Leases Outstanding (a)		1.31		1.47		1.49		1.50		1.43		1.48
Nonperforming Assets/Loans, Leases and Other Assets, Including OREO		0.51		0.61		0.59		0.57		0.47		0.40
Underperforming Assets/Loans, Leases and Other Assets, Including OREO		0.74		0.89		0.95		0.96		0.77		0.61
Reserve for Loan and Lease Losses/Nonperforming Assets (a)		235.32		218.85		250.62		265.45		303.85		370.86
Reserve for Loan and Lease Losses/Underperforming Assets (a)		160.20		150.28		157.12		156.49		185.21		241.16
Reserve for Credit Losses/Nonperforming Assets (a)		259.05		242.01		250.62		265.45		303.85		370.86
Reserve for Credit Losses/Underperforming Assets (a)		176.36		166.19		157.12		156.49		185.21		241.16
Share Data
Earnings Per Share	$	2.72	$	2.91	$	2.64	$	1.74	$	1.86	$	1.55
Earnings Per Diluted Share		2.68		2.87		2.59		1.70		1.83		1.53
Dividends Per Common Share		1.31		1.13		0.98		0.83		0.70		0.59
Book Value Per Share		16.00		15.29		14.98		13.31		11.83		9.91
Common Shares Outstanding (net of treasury)		557,648,989		566,685,301		574,355,247		582,674,580		569,056,843		565,425,468
Market Price Per Share:
High	$	60.00	$	62.15	$	69.70	$	64.77	$	60.88	$	50.29
Low		45.32		47.05		55.26		45.69		29.33		38.58
Close		47.30		59.10		58.55		61.33		59.75		48.92
Price/Earnings Ratio (b)		17.65		20.59		22.61		36.08		32.65		31.97
Supplemental Data
Common Dividends Declared ($ in millions)	$	735	$	645	$	568	$	460	$	325	$	248
Employees (Full-time Equivalents)		19,659		18,899		19,119		18,373		20,468		21,290
Banking Centers		1,011		952		930		933		963		939

(a) As of December 31, 2004, the reserve for unfunded commitments has been reclassified from the reserve for loan and lease losses to other liabilities. The 2003 year end reserve for unfunded commitments has been reclassified to conform to the current presentation. The reserve for credit losses is the sum of the reserve for loan and lease losses and the reserve for unfunded commitments.

(b) Based on the most recent twelve-month earnings per diluted share and end of period stock prices.

2

Yearly Data

	Years Ended December 31,
	2004			2003			2002			2001			2000			1999
Income Statement ($ in millions)
Interest Income-FTE	$	4,150		$	4,030		$	4,168		$	4,754		$	4,994		$	4,239
Interest Expense		1,102			1,086			1,430			2,278			2,697			2,026
Net Interest Income-FTE		3,048			2,944			2,738			2,476			2,297			2,213
Provision for Loan and Lease Losses		268			399			246			201			126			143
Merger-Related Loan Loss Provision (a)		—			—			—			35			12			26
Noninterest Income:
Electronic Payment Processing Revenue		622			575			512			347			252			189
Service Charges on Deposits		515			485			431			367			298			252
Mortgage Banking Net Revenue		178			302			188			63			256			290
Investment Advisory Revenue		360			332			325			298			275			258
Other Noninterest Income		626			546			555			520			370			324
Operating Lease Revenue		156			124			—			—			—			—
Securities (Losses) Gains, Net		(37	)		81			114			28			6			8
Securities Gains, Net - Non-Qualifying Hedges on Mortgage Servicing		—			3			33			143			—			—
Foreign Exchange Income		45			35			25			22			19			14
Total Noninterest Income		2,465			2,483			2,183			1,788			1,476			1,335
Noninterest Expense:
Salaries, Incentives & Benefits Expense		1,279			1,271			1,230			1,107			1,037			1,001
Equipment Expense		84			82			79			91			100			98
Net Occupancy Expense		185			159			142			146			138			131
Operating Lease Expense		114			94			—			—			—			—
Deposit Insurance Expense		15			17			10			8			9			10
Other Noninterest Expense		1,295			928			876			752			656			639
Merger-Related Charges (a)		—			—			—			349			87			108
Total Noninterest Expense		2,972			2,551			2,337			2,453			2,027			1,987
Income From Continuing Operations Before Income Taxes, Minority Interest and Cumulative Effect-FTE		2,273			2,477			2,338			1,575			1,608			1,392
Taxable Equivalent Adjustment		36			39			39			45			47			40
Income From Continuing Operations Before Income Taxes, Minority Interest and Cumulative Effect		2,237			2,438			2,299			1,530			1,561			1,352
Applicable Income Taxes		712			786			734			523			511			483
Income From Continuing Operations Before Minority Interest and Cumulative Effect		1,525			1,652			1,565			1,007			1,050			869
Minority Interest, Net of Tax		—			(20	)		(38	)		(2	)		—			—
Income From Continuing Operations Before Cumulative Effect		1,525			1,632			1,527			1,005			1,050			869
Income From Discontinued Operations, Net of Tax (b)		—			44			4			4			5			3
Income Before Cumulative Effect		1,525			1,676			1,531			1,009			1,055			872
Cumulative Effect of Change in Accounting Principle, Net of Tax		—			(11	)		—			(7	)		—			—
Net Income	$	1,525		$	1,665		$	1,531		$	1,002		$	1,055		$	872
Net Income Available to Common Shareholders (c)	$	1,524		$	1,664		$	1,530		$	1,001		$	1,054		$	871
Regulatory Capital Data ($ in millions)(d)
Tier 1 Capital	$	8,523		$	8,272		$	7,747		$	7,433		$	6,377		$	5,613
Tier 2 Capital		1,673			1,824			1,188			1,223			1,177			912
Total Risk-Based Capital	$	10,196		$	10,096		$	8,935		$	8,656		$	7,554		$	6,525
Total Risk-Weighted Assets	$	81,536		$	74,477		$	65,444		$	59,491		$	55,943		$	49,379
Tier 1 Risk-Based Capital Ratio		10.45	%		11.11	%		11.84	%		12.49	%		11.40	%		11.37	%
Total Risk-Based Capital Ratio		12.50	%		13.56	%		13.65	%		14.55	%		13.50	%		13.21	%
Leverage Ratio		8.89	%		9.23	%		9.84	%		10.64	%		9.49	%		9.10	%

(a) Tax-effects of these merger-related charges were $90 million in 2001, $32 million in 2000 and $33 million in 1999.

(b) Includes gain on sale of discontinued operations of $40 million, net of tax, in 2003.

(c) Dividend on Preferred Stock is $.740 million for all years presented.

(d) December 31, 2004 regulatory capital data and ratios are estimated.

3

Yearly Data

	Years Ended December 31,
($ in millions)	2004			2003			2002			2001			2000			1999
Balance Sheet - Assets
Cash and Due from Banks	$	2,561		$	2,359		$	1,891		$	2,031		$	1,706		$	1,893
Available-for-Sale Securities		24,687			28,999			25,464			20,507			19,029			15,925
Held-to-Maturity Securities		255			135			52			16			553			738
Trading Securities		77			55			18			—			—			—
Other Short-Term Investments		532			268			294			225			232			388
Total Securities		25,551			29,457			25,828			20,748			19,814			17,051
Total Cash and Securities		28,112			31,816			27,719			22,779			21,520			18,944
Loans Held for Sale		559			1,881			3,358			2,180			1,655			1,198
Loans and Leases Held for Investment (before reserve)		59,808			52,308			45,928			41,548			42,530			38,837
Total Loans and Leases		60,367			54,189			49,286			43,728			44,185			40,035
Reserve for Loan and Lease Losses		(713	)		(697	)		(683	)		(624	)		(609	)		(573	)
Goodwill		979			738			740			720			545			432
Intangible Assets		150			195			236			267			235			264
Total Goodwill & Intangibles, net		1,129			933			976			987			780			696
Servicing Rights		352			299			263			426			429			382
Other Real Estate Owned		63			55			27			30			28			21
Operating Lease Equipment		304			767			—			—			—			—
Other Assets		4,842			3,892			3,344			3,738			3,338			2,652
Total Assets	$	94,456		$	91,254		$	80,932		$	71,064		$	69,671		$	62,157
Balance Sheet - Liabilities
Deposits	$	58,226		$	57,095		$	52,208		$	45,854		$	48,360		$	41,856
Borrowings:
Short-Term		10,026			13,170			8,823			7,453			6,344			10,096
Long-Term		13,983			9,063			8,179			7,030			6,066			3,106
Convertible Subordinated Debentures		—			—			—			—			173			173
Other Liabilities		3,297			3,259			2,657			2,553			1,993			1,323
Total Liabilities		85,532			82,587			71,867			62,890			62,936			56,554
Minority Interest		—			—			461			422			—			—
Balance Sheet - Equity
Common and Preferred Equity		10,507			9,749			8,779			7,748			6,708			5,905
Additional Minimum Pension Liability		(64	)		(63	)		(52	)		—			—			—
Net Unrealized (Losses) and Gains on Available-for-Sale Securities and Qualifying Cash Flow Hedges		(105	)		(57	)		421			8			28			(302	)
Treasury Stock, at Cost		(1,414	)		(962	)		(544	)		(4	)		(1	)		—
Total Shareholders’ Equity	$	8,924		$	8,667		$	8,604		$	7,752		$	6,735		$	5,603
Preferred Shares Outstanding		9,250			9,250			9,250			9,250			9,250			9,250
Common Shares Outstanding (net of treasury)		557,648,989			566,685,301			574,355,247			582,674,580			569,056,843			565,425,468
Treasury Shares Held		25,802,702			16,766,390			9,071,857			80,000			21,875			—

4

Yearly Data

	Years Ended December 31,
($ in millions)	2004			2003			2002			2001			2000			1999
Average Balance Sheet
Taxable Securities	$	29,365		$	27,584		$	22,145		$	18,482		$	17,246		$	15,390
Tax Exempt Securities		917			1,056			1,101			1,255			1,384			1,511
Loans & Leases		57,042			52,414			45,539			44,888			42,690			38,652
Other Earning Assets		315			307			339			201			200			327
Total Earning Assets		87,639			81,361			69,124			64,826			61,520			55,880
Cash and Due from Banks		2,216			1,600			1,551			1,482			1,456			1,628
Other Assets		5,763			5,250			5,007			5,000			4,229			3,344
Reserve for Loan and Lease Losses		(722	)		(730	)		(645	)		(625	)		(594	)		(560	)
Total Assets	$	94,896		$	87,481		$	75,037		$	70,683		$	66,611		$	60,292
Interest Checking	$	19,434		$	18,679		$	16,239		$	11,489		$	9,531		$	8,553
Savings		7,941			8,020			9,465			4,928			5,799			6,206
Money Market Deposits		3,473			3,189			1,162			2,552			939			1,328
Consumer Time Deposits		6,208			6,426			8,855			13,473			13,716			13,858
Total Customer Deposits		37,056			36,314			35,721			32,442			29,985			29,945
Certificates $100,000 & Over		2,403			3,832			2,237			3,821			4,283			4,197
Foreign Office Deposits		4,449			3,862			2,018			1,992			3,896			952
Short-Term Borrowings		13,539			12,373			7,191			8,799			9,725			8,573
Long-Term Borrowings		13,323			8,747			7,640			6,301			4,707			3,487
Total Interest-Bearing Liabilities		70,770			65,128			54,807			53,355			52,596			47,154
Demand Deposits		12,327			10,482			8,953			7,394			6,257			6,079
Other Liabilities		2,939			2,883			2,520			2,556			1,725			1,562
Total Liabilities		86,036			78,493			66,280			63,305			60,578			54,795
Minority Interest		—			234			440			30			—			—
Shareholders’ Equity		8,860			8,754			8,317			7,348			6,033			5,497
Total Liabilities & Shareholders’ Equity	$	94,896		$	87,481		$	75,037		$	70,683		$	66,611		$	60,292
Average Loans and Leases (excluding held for sale)	$	55,951		$	49,700		$	43,529		$	42,339		$	41,303		$	36,543
Average Common Shares Outstanding:
Basic		561,258,539			571,590,128			580,326,693			575,253,508			565,685,977			562,041,032
Diluted		568,234,313			580,003,074			592,020,246			591,316,210			578,973,325			575,895,318

5

Yearly Data

	Years Ended December 31,
($ in millions)	2004			2003			2002			2001			2000			1999
Asset Quality
Non-Accrual Loans & Leases	$	228		$	242		$	247		$	216		$	174		$	133
Renegotiated Loans & Leases		1			8			—			—			2			2
Other Assets, Including Other Real Estate Owned		74			69			26			19			25			19
Total Non-Performing Assets		303			319			273			235			201			154
Loans & Leases 90+ Days Past Due		142			145			162			164			128			83
Total NPAs Plus Loans & Leases Over 90 Days	$	445		$	464		$	435		$	399		$	329		$	237
Loan Portfolio(net of unearned discount)
Commercial & Residential Construction Loans	$	4,726		$	3,636		$	3,327		$	3,356		$	3,223		$	2,272
Commercial Mortgages		7,636			6,894			5,885			6,085			6,227			5,640
Commercial Loans & Leases		19,484			17,489			15,805			13,396			13,306			12,106
Residential Mortgages		7,533			5,530			6,804			6,563			7,167			7,750
Home Equity Loans		10,522			9,001			8,679			7,974			6,792			4,524
Credit Card Outstandings		843			762			537			448			362			318
Other Consumer Loans & Leases		9,623			10,877			8,249			5,906			7,108			7,425
Total Loans & Leases	$	60,367		$	54,189		$	49,286		$	43,728		$	44,185		$	40,035
Non-Performing Loans(non-accrual plus renegotiated)
Commercial Construction Loans	$	13		$	19		$	14		$	26		$	11		$	4
Commercial Mortgages		51			42			41			57			42			25
Commercial Loans & Leases		111			136			159			122			75			55
Residential Mortgage & Construction		23			26			18			11			42			48
Other Consumer Loans & Leases		31			27			15			—			6			3
Total NPA Loans	$	229		$	250		$	247		$	216		$	176		$	135
Net Charge-Offs
Gross Charge-Offs	$	321		$	380		$	273		$	273		$	164		$	183
Merger Related Charge-Offs		—			—			—			36			12			26
Recoveries		(69	)		(68	)		(86	)		(82	)		(67	)		(67	)
Net Charge-Offs	$	252		$	312		$	187		$	227		$	109		$	142

6

Quarterly Data

	Three Months Ended
	December 31, 2004		September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003		September 30, 2003		June 30, 2003		March 31, 2003
Ratios (%)
Return on Average Assets		0.72		1.95		1.91		1.88		1.93		1.85		1.92		1.90
Return on Average Equity		7.6		21.1		21.0		19.7		20.1		19.3		18.6		18.0
Average Equity/Average Assets		9.51		9.21		9.08		9.55		9.61		9.57		10.34		10.57
Net Interest Margin (FTE)		3.35		3.42		3.54		3.60		3.54		3.52		3.69		3.74
Efficiency		76.0		47.0		48.8		46.8		49.0		46.4		45.5		47.2
Net Charge-Offs/Average Loans & Leases		0.44		0.40		0.43		0.54		0.72		0.59		0.64		0.56
Reserve for Loan and Lease Losses/Loans and Leases Outstanding (a)		1.19		1.23		1.31		1.32		1.33		1.49		1.49		1.49
Reserve for Credit Losses/Loans & Leases Outstanding (a)		1.31		1.35		1.43		1.45		1.47		1.49		1.49		1.49
Nonperforming Assets/Loans, Leases and Other Assets, Including OREO		0.51		0.48		0.50		0.57		0.61		0.62		0.62		0.65
Underperforming Assets/Loans, Leases and Other Assets, Including OREO		0.74		0.72		0.73		0.82		0.89		0.90		0.90		0.93
Reserve for Loan and Lease Losses/Nonperforming Assets (a)		235.32		253.29		262.83		231.17		218.85		238.69		239.72		229.35
Reserve for Loan and Lease Losses/Underperforming Assets (a)		160.20		170.37		179.20		161.76		150.28		164.56		165.48		159.60
Reserve for Credit Losses/Nonperforming Assets (a)		259.05		278.70		286.87		253.92		242.01		238.69		239.72		229.35
Reserve for Credit Losses/Underperforming Assets (a)		176.36		187.47		195.60		177.67		166.19		164.56		165.48		159.60
Share Data
Earnings Per Share	$	0.31	$	0.84	$	0.80	$	0.76	$	0.78	$	0.73	$	0.72	$	0.68
Earnings Per Diluted Share		0.31		0.83		0.79		0.75		0.77		0.72		0.71		0.67
Dividends Per Common Share		0.35		0.32		0.32		0.32		0.29		0.29		0.29		0.26
Book Value Per Share		16.00		16.11		14.97		15.77		15.29		15.24		15.25		15.31
Common Shares Outstanding     (net of treasury)		557,648,989		561,112,890		560,804,042		562,131,643		566,685,301		570,298,014		569,963,718		574,743,788
Market Price Per Share:
High	$	52.34	$	54.07	$	57.00	$	60.00	$	60.01	$	59.44	$	60.49	$	62.15
Low		45.32		46.59		51.13		53.27		55.47		52.50		47.24		47.05
Close		47.30		49.22		53.78		55.37		59.10		55.54		57.42		50.23
Price/Earnings Ratio (b)		17.65		15.68		17.75		18.77		20.59		20.05		21.19		19.03
Supplemental Data
Common Dividends Declared ($ in millions)	$	195	$	180	$	180	$	180	$	164	$	166	$	165	$	150
Employees (Full-time Equivalents)		19,659		19,061		18,937		18,583		18,899		19,770		19,830		19,573
Banking Centers		1,011		1,005		992		960		952		942		943		941
ATMs		1,898		1,872		1,844		1,827		1,905		1,891		1,883		1,880

(a) As of December 31, 2004, the reserve for unfunded commitments has been reclassified from the reserve for loan and lease losses to other liabilities. The 2003 year end reserve for unfunded commitments and all subsequent activity has been reclassified to conform to the current presentation. The reserve for credit losses is the sum of the reserve for loan and lease losses and the reserve for unfunded commitments.

(b) Based on the most recent twelve-month earnings per diluted share and end of period stock prices.

7

Quarterly Data

	Three Months Ended
		December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003			September 30, 2003			June 30, 2003			March 31, 2003
Income Statement ($ in millions)
Interest Income-FTE	$	1,090		$	1,052		$	1,009		$	999		$	998		$	993		$	1,030		$	1,010
Interest Expense		338			286			238			240			253			258			281			294
Net Interest Income-FTE		752			766			771			759			745			735			749			716
Provision for Loan and Lease Losses		65			26			90			87			94			112			109			85
Noninterest Income:
Electronic Payment Processing Revenue		173			152			148			148			160			143			141			130
Service Charges on Deposits		126			134			131			123			125			125			121			114
Investment Advisory Revenue		82			88			97			93			85			85			83			80
Mortgage Banking Net Revenue		24			49			61			44			57			75			93			78
Other Noninterest Income		113			126			258			130			104			161			131			149
Operating Lease Revenue		27			35			44			52			58			66			—			—
Securities (Losses) Gains, Net		(78	)		16			—			25			2			15			39			25
Securities Gains, Net - Non-Qualifying Hedges on Mortgage Servicing		—			—			—			—			—			—			2			1
Foreign Exchange Income		12			11			10			11			8			10			8			9
Total Noninterest Income		479			611			749			626			599			680			618			586
Noninterest Expense:
Salaries, Wages & Incentives		266			252			254			245			244			249			269			269
Employee Benefits		56			64			66			76			53			61			65			61
Equipment Expense		23			22			19			20			21			21			20			20
Net Occupancy Expense		48			45			47			46			47			36			38			38
Deposit Insurance Expense		2			2			6			6			6			6			2			2
Operating Lease Expense		20			24			32			38			44			50			—			—
Other Noninterest Expense		520			239			318			217			242			234			227			224
Total Noninterest Expense		935			648			742			648			657			657			621			614
Income From Continuing Operations Before Income Taxes, Minority Interest and Cumulative Effect FTE		231			703			688			650			593			646			637			603
Taxable Equivalent Adjustment		9			9			9			9			10			10			10			10
Income From Continuing Operations Before Income Taxes, Minority Interest and Cumulative Effect		222			694			679			641			583			636			627			593
Applicable Income Taxes		46			223			231			211			182			208			202			194
Income From Continuing Operations Before Minority Interest and Cumulative Effect		176			471			448			430			401			428			425			399
Minority Interest, Net of Tax		—			—			—			—			—			—			(11	)		(10	)
Income From Continuing Operations Before Cumulative Effect		176			471			448			430			401			428			414			389
Income From Discontinued Operations, Net of Tax (a)		—			—			—			—			41			1			1			1
Income Before Cumulative Effect		176			471			448			430			442			429			415			390
Cumulative Effect of Change in Accounting Principle, Net of Tax		—			—			—			—			—			(11	)		—			—
Net Income	$	176		$	471		$	448		$	430		$	442		$	418		$	415		$	390
Net Income Available to Common Shareholders (b)	$	176		$	471		$	448		$	430		$	441		$	417		$	415		$	390
Regulatory Capital Data ($ in millions) (c)
Tier 1 Capital	$	8,523		$	8,666		$	8,346		$	8,394		$	8,272		$	8,182		$	8,009		$	8,034
Tier 2 Capital		1,673			1,674			1,763			1,727			1,824			1,845			1,746			1,200
Total Risk-Based Capital	$	10,196		$	10,340		$	10,109		$	10,121		$	10,096		$	10,027		$	9,755		$	9,234
Total Risk-Weighted Assets	$	81,536		$	80,749		$	78,779		$	76,587		$	74,477		$	72,893		$	69,849		$	66,737
Tier 1 Risk-Based Capital Ratio		10.45	%		10.73	%		10.59	%		10.96	%		11.11	%		11.22	%		11.47	%		12.04	%
Total Risk-Based Capital Ratio		12.50	%		12.81	%		12.83	%		13.22	%		13.56	%		13.76	%		13.97	%		13.84	%
Leverage Ratio		8.89	%		9.13	%		8.97	%		9.23	%		9.23	%		9.21	%		9.29	%		9.79	%

(a) Includes gain on sale of discontinued operations of $40 million, net of tax, in 4th quarter 2003.

(b) Dividend on Preferred Stock is $.185 million for all quarters presented.

(c) December 31, 2004 regulatory capital data and ratios are estimated.

8

Quarterly Data

($ in millions)	December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003			September 30, 2003			June 30, 2003			March 31, 2003
Balance Sheet - Assets
Cash and Due from Banks	$	2,561		$	2,313		$	2,358		$	2,012		$	2,359		$	2,394		$	1,776		$	1,772
Available-for-Sale Securities		24,687			31,557			30,180			30,577			28,999			28,011			29,053			27,190
Held-to-Maturity Securities		255			254			212			179			135			145			106			86
Trading Securities		77			81			97			96			55			96			49			33
Other Short-Term Investments		532			384			258			191			268			163			233			782
Total Securities		25,551			32,276			30,747			31,043			29,457			28,415			29,441			28,091
Total Cash and Securities		28,112			34,589			33,105			33,055			31,816			30,809			31,217			29,863
Loans Held for Sale		559			452			577			1,661			1,881			1,528			3,245			3,011
Loans and Leases Held for Investment (before reserve)		59,808			58,036			56,679			53,912			52,308			51,807			49,357			47,267
Total Loans and Leases		60,367			58,488			57,256			55,573			54,189			53,335			52,602			50,278
Reserve for Loan and Lease Losses		(713	)		(713	)		(744	)		(713	)		(697	)		(772	)		(735	)		(703	)
Goodwill		979			980			979			738			738			738			738			740
Intangible Assets		150			157			164			155			195			213			222			232
Total Goodwill & Intangibles, net		1,129			1,137			1,143			893			933			951			960			972
Servicing Rights		352			349			358			283			299			285			244			249
Other Real Estate Owned		63			61			54			57			55			46			33			30
Operating Lease Equipment		304			394			525			658			767			899			—			—
Other Assets		4,842			4,060			3,985			3,996			3,892			3,899			3,982			3,636
Total Assets	$	94,456		$	98,365		$	95,682		$	93,802		$	91,254		$	89,452		$	88,303		$	84,325
Balance Sheet - Liabilities
Interest Checking	$	19,481		$	19,362		$	19,243		$	19,376		$	19,757		$	18,715		$	18,432		$	18,682
Savings		8,310			8,307			7,973			7,391			7,375			7,895			7,981			8,098
Money Market Deposits		4,321			4,264			2,854			2,995			3,201			3,389			3,299			2,852
Consumer Time Deposits		6,837			6,569			6,019			5,978			6,201			6,211			6,571			7,003
Total Customer Deposits		38,949			38,502			36,089			35,740			36,534			36,210			36,283			36,635
Certificates $100,000 & Over		2,121			2,092			2,825			2,569			1,856			2,484			4,797			5,433
Foreign Deposits		3,670			3,380			5,957			4,567			6,563			3,725			3,162			2,022
Short-Term Borrowings		10,026			13,973			11,517			15,253			13,171			13,741			11,527			9,199
Long-Term Borrowings		13,983			15,128			14,775			10,990			9,063			9,255			8,338			8,033
Total Interest-Bearing Liabilities		68,749			73,075			71,163			69,119			67,187			65,415			64,107			61,322
Demand Deposits		13,486			12,886			13,037			12,374			12,141			11,875			11,634			10,469
Other Liabilities		3,297			3,364			3,089			3,445			3,259			3,468			3,389			3,264
Total Liabilities		85,532			89,325			87,289			84,938			82,587			80,758			79,130			75,055
Minority Interest		—			—			—			—			—			—			482			472
Balance Sheet - Equity
Common and Preferred Equity		10,507			10,515			10,225			9,989			9,749			9,460			9,235			9,014
Additional Minimum Pension Liability		(64	)		(66	)		(63	)		(63	)		(63	)		(52	)		(52	)		(52	)
Net Unrealized (Losses) and Gains on Available-for-Sale Securities and Qualifying Cash Flow Hedges		(105	)		(152	)		(491	)		162			(57	)		43			288			349
Treasury Stock, at Cost		(1,414	)		(1,257	)		(1,278	)		(1,224	)		(962	)		(757	)		(780	)		(513	)
Total Shareholders’ Equity	$	8,924		$	9,040		$	8,393		$	8,864		$	8,667		$	8,694		$	8,691		$	8,798
Preferred Shares Outstanding		9,250			9,250			9,250			9,250			9,250			9,250			9,250			9,250
Common Shares Outstanding (net of treasury)		557,648,989			561,112,890			560,804,042			562,131,643			566,685,301			570,298,014			569,963,718			574,743,788
Treasury Shares Held		25,802,702			22,338,801			22,647,649			21,320,048			16,766,390			13,153,677			13,487,973			8,697,903

9

Quarterly Data

	Three Months Ended
($ in millions)	December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003			September 30, 2003			June 30, 2003			March 31, 2003
Average Balance Sheet
Taxable Securities	$	28,859		$	30,523		$	30,253		$	29,085		$	28,568		$	27,916		$	28,461		$	26,595
Tax Exempt Securities		866			890			920			995			1,026			1,050			1,062			1,087
Loans & Leases		59,440			57,679			56,325			54,688			53,886			53,871			51,813			50,026
Total Earning Assets		89,165			89,092			87,498			84,768			83,480			82,837			81,336			77,708
Cash and Due from Banks		2,445			2,265			2,106			2,046			2,044			1,398			1,399			1,558
Other Assets		6,171			5,603			5,447			5,828			5,863			5,925			4,676			4,513
Reserve for Loan and Lease Losses		(719	)		(748	)		(720	)		(699	)		(771	)		(740	)		(712	)		(694	)
Total Assets	$	97,062		$	96,212		$	94,331		$	91,943		$	90,616		$	89,420		$	86,699		$	83,085
Interest Checking	$	19,345		$	19,570		$	19,268		$	19,552		$	19,303		$	18,673		$	18,527		$	18,202
Savings		8,447			8,212			7,803			7,294			7,700			8,095			8,082			8,207
Money Market Deposits		4,227			3,542			2,965			3,149			3,388			3,356			2,989			3,016
Consumer Time Deposits		6,681			6,539			5,822			5,780			6,086			5,941			6,443			7,250
Total Customer Deposits		38,700			37,863			35,858			35,775			36,477			36,065			36,041			36,675
Certificates $100,000 & Over		2,106			2,459			2,836			2,213			2,170			4,472			5,115			3,578
Foreign Office Deposits		4,073			3,315			4,488			5,935			5,606			3,340			3,529			2,951
Short-Term Borrowings		11,208			13,274			15,175			14,529			14,254			13,554			11,430			10,197
Long-Term Borrowings		15,585			15,055			12,317			10,294			9,149			9,581			8,109			8,130
Total Interest-Bearing Liabilities		71,672			71,966			70,674			68,746			67,656			67,012			64,224			61,531
Demand Deposits		13,107			12,537			12,251			11,402			11,460			10,859			10,055			9,529
Other Liabilities		3,054			2,848			2,840			3,016			2,792			2,988			2,979			2,774
Total Liabilities		87,833			87,351			85,765			83,164			81,908			80,859			77,258			73,834
Minority Interest		—			—			—			—			—			—			477			466
Shareholders’ Equity		9,229			8,861			8,566			8,779			8,708			8,561			8,964			8,785
Total Liabilities & Shareholders’ Equity	$	97,062		$	96,212		$	94,331		$	91,943		$	90,616		$	89,420		$	86,699		$	83,085
Average Loans and Leases (excluding held for sale)	$	58,714		$	57,160		$	54,960		$	52,927		$	52,402		$	50,615		$	48,561		$	47,155
Average Common Shares Outstanding:
Basic		560,161,550			560,335,242			560,976,289			563,583,277			568,104,211			570,087,666			573,887,821			574,366,138
Diluted		566,107,746			566,543,043			568,715,944			571,612,473			576,881,193			578,777,162			581,663,343			582,768,769

10

Quarterly Data

	Three Months Ended
($ in millions)	December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003			September 30, 2003			June 30, 2003			March 31, 2003
Asset Quality
Non-Accrual Loans & Leases	$	228		$	207		$	216		$	233		$	242		$	271		$	273		$	277
Renegotiated Loans & Leases		1			3			3			1			8			—			—			—
Other Assets, Including Other Real Estate Owned		74			72			64			74			69			52			33			30
Total Non-Performing Assets		303			282			283			308			319			323			306			307
Loans & Leases 90+ Days Past Due		142			137			132			133			145			146			138			134
Total NPAs Plus Loans & Leases Over 90 Days	$	445		$	419		$	415		$	441		$	464		$	469		$	444		$	441
Loan Portfolio (net of unearned discount)
Commercial & Residential Construction Loans	$	4,726		$	4,448		$	4,108		$	3,820		$	3,636		$	3,470		$	3,362		$	3,361
Commercial Mortgages		7,636			7,644			7,541			7,197			6,894			6,590			6,297			5,984
Commercial Loans & Leases		19,484			18,628			18,551			17,899			17,489			16,987			17,038			16,379
Residential Mortgages		7,533			6,912			6,416			5,811			5,530			6,015			6,351			6,274
Home Equity Loans		10,522			10,253			9,849			9,305			9,001			8,704			9,283			8,921
Credit Card Outstandings		843			809			779			757			762			620			588			562
Other Consumer Loans & Leases		9,623			9,794			10,012			10,784			10,877			10,949			9,683			8,797
Total Loans & Leases	$	60,367		$	58,488		$	57,256		$	55,573		$	54,189		$	53,335		$	52,602		$	50,278
Average Loan Portfolio (net of unearned discount)
Commercial & Residential Construction Loans	$	4,625		$	4,315		$	3,924		$	3,746		$	3,547		$	3,401		$	3,339		$	3,360
Commercial Mortgages		7,617			7,582			7,327			7,034			6,708			6,423			6,127			5,930
Commercial Loans & Leases		18,898			18,368			18,030			17,507			17,176			16,949			16,663			16,032
Residential Mortgages		7,346			6,631			6,173			5,654			5,927			6,689			6,814			6,838
Home Equity Loans		10,414			10,060			9,563			9,143			8,881			9,500			9,129			8,823
Credit Card Outstandings		827			797			767			758			642			609			580			533
Other Consumer Loans & Leases		9,713			9,926			10,541			10,846			11,005			10,300			9,161			8,510
Total Loans & Leases	$	59,440		$	57,679		$	56,325		$	54,688		$	53,886		$	53,871		$	51,813		$	50,026
Non-Performing Loans (non-accrual plus renegotiated)
Commercial Construction Loans	$	13		$	11		$	14		$	23		$	19		$	20		$	17		$	14
Commercial Mortgages		51			51			47			48			42			42			46			47
Commercial Loans & Leases		111			99			107			111			136			158			163			172
Residential Mortgages & Construction		23			22			23			25			26			27			23			22
Other Consumer Loans & Leases		31			27			28			27			27			24			24			22
Total NPA Loans	$	229		$	210		$	219		$	234		$	250		$	271		$	273		$	277
Credit Charge-Offs
Gross Charge-Offs	$	84		$	72		$	76		$	88		$	115		$	92		$	91		$	82
Recoveries		(19	)		(15	)		(17	)		(17	)		(19	)		(17	)		(14	)		(18	)
Net Charge-Offs	$	65		$	57		$	59		$	71		$	96		$	75		$	77		$	64

11