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): July 14, 2005

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	31-0854434
(Commission File Number)	(IRS Employer Identification No.)

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

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

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):

x    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 July 14, 2005, Fifth Third Bancorp issued a press release and its annual and quarterly financial supplement announcing its earnings release for the second quarter of 2005. A copy of this press release and its annual and quarterly financial supplement is attached as Exhibit 99.1, 99.2 and 99.3, 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 July 14, 2005, Fifth Third Bancorp issued a press release and its annual and quarterly financial supplement announcing its earnings release for the second quarter of 2005. A copy of this press release and its annual and quarterly financial supplement is attached as Exhibit 99.1, 99.2 and 99.3, 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 July 14, 2005.

Exhibit 99.2 – Annual Financial Supplement.

Exhibit 99.3 – 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)
July 14, 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	July 14, 2005
	Stephanie L. Hagen (Media)
	(513) 534-6957

FIFTH THIRD BANCORP REPORTS SECOND QUARTER 2005

EARNINGS OF $0.75 PER DILUTED SHARE

Fifth Third Bancorp’s 2005 second quarter earnings per diluted share were $.75 compared to $.79 per diluted share for the same period in 2004. Second quarter net income totaled $417 million compared to $448 million in the same quarter last year. Return on average assets (ROA) and return on average equity (ROE) were 1.63 percent and 18.1 percent, respectively, compared to 1.91 percent and 21.0 percent in 2004’s second quarter. In addition to the first quarter 2005 acquisition of First National Bankshares of Florida, Inc. (“First National”), second quarter earnings and balance sheet comparisons to the prior year are impacted by a previously disclosed $148 million gain on the sale of certain third party merchant contracts and a charge of $78 million related to the early retirement of debt realized in the second quarter of 2004.

“We continue to focus on increasing our revenue and net income run-rate,” stated George A. Schaefer, Jr., President and CEO of Fifth Third Bancorp. “Despite the interest rate driven difficulties in our industry, we continue to be very pleased with the successes achieved in the hiring of experienced sales people and the recent stronger performance in certain businesses. Our lending businesses remain strong, credit quality trends are extremely favorable and noninterest revenues showed improvement this quarter on most fronts including excellent overall results from Fifth Third Processing Solutions. The combination of recent decreases in long-term interest rates, deposit growth trends below our expectations, and mix shifts within the deposit base to higher cost time deposits all negatively impacted our spread based revenues this quarter. This remains both our largest source of frustration and greatest opportunity for improved performance in the near term. Our efforts are firmly focused on continuing recent improvement in net account growth, offering greater value to our customers and improving our banking center and sales force distribution networks. Higher interest rates combined with good loan and deposit growth from these efforts will drive improvement in both the net interest margin and spread based revenues.”

“Fifth Third has historically approached delivering shareholder value through a combination of both organic and acquisition driven growth strategies. More recently, we have been focused largely on investing in an organic growth model as demonstrated by the hiring of more than 2,400 sales people and the opening of 105 net new locations since the beginning of 2004 excluding acquisitions and relocations. The decision to heavily invest in an organic expansion of this magnitude over the past two years, which resulted at least partially from the lack of attractively priced acquisition opportunities, has been costly in its initial stages. We believe that these investments are beginning to deliver the type of returns our long-term shareholders expect from us and a continuation of these efforts remains the best path to building a high quality franchise in each of our markets.

This focus, combined with a strong capital position, diversified business mix, granular loan portfolio, and, most importantly, a proven sales culture in our affiliate bank model, position Fifth Third for improving performance as we move through the remainder of the year and into 2006.”

Noninterest Income

Fifth Third Processing Solutions, our electronic payment processing division, delivered a 21 percent increase in revenues over the same quarter last year and a 28 percent increase on an annualized sequential basis. Second quarter results are representative of continuing strong trends from both merchant processing and financial institutions and corresponding impacts on processing volumes. Fifth Third continues to see significant opportunities to attract new retailers and financial institution customers.

Deposit service revenues rebounded strongly from first quarter levels on improved retail related service revenues. Compared to the same quarter last year, deposit service revenues were essentially unchanged with growth in the number of consumer and commercial account relationships offset by the impacts of higher interest rates on compensating balances in commercial deposit accounts.

Investment Advisory revenues decreased by six percent over the same quarter last year and increased by six percent on an annualized sequential basis. The decrease in service revenue relative to the same quarter last year resulted primarily from declines in retail brokerage related revenues. The increase in revenue compared to the first quarter resulted primarily from a broader product menu in our private client area. Fifth Third continues to focus its efforts on growing the institutional money management business by penetrating our 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 $33 billion in assets under management and $187 billion in assets under care.

Mortgage net service revenue totaled $46 million in the second quarter compared to $41 million last quarter and $61 million in 2004’s second quarter. Mortgage originations totaled $2.6 billion in the second quarter versus $1.9 billion last quarter and $2.8 billion in the second quarter of last year. Second quarter mortgage banking net service revenue was comprised of $65 million in total mortgage banking fees and loan sales, plus $18 million of gains and mark-to-market adjustments on both settled and outstanding free-standing derivative financial instruments and less $37 million in amortization and valuation adjustments 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 servicing portfolio. The mortgage servicing asset, net of the valuation reserve, was $368 million at June 30, 2005 on a servicing portfolio of $24.5 billion, compared to $367 million last quarter on a servicing portfolio of $23.3 billion.

Other noninterest income totaled $156 million in the second quarter, a 16 percent annualized increase from first quarter levels, primarily attributable to strong growth across numerous subcategories including cardholder fees, commercial banking revenue, customer interest rate derivative sales and consumer loan and lease fees. Comparisons to the same quarter last year are impacted by the previously disclosed $148 million gain on the sale of certain third party merchant contracts. Exclusive of the impact of this transaction, other noninterest income increased by 30 percent over the same quarter last year; a comparison being provided to supplement fundamental trends in other noninterest income. Compared to the same quarter last year, cardholder fees increased by 28 percent, commercial banking revenues increased by 21 percent, institutional fixed income trading and sales increased by 23 percent and customer interest rate derivative sales increased by 195 percent.

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Balance Sheet Trends

Very strong retail and commercial account growth, mitigated by mix shifts within the deposit base and the impacts of compensating balances, resulted in mixed deposit trends in the second quarter. Compared to the same quarter last year, average core deposit balances increased $7.8 billion, or 16 percent, highlighted by 13 percent growth in average demand deposits, 34 percent growth in average savings and money market deposits and 42 percent growth in consumer time deposits. Average interest checking deposits were largely unchanged from the same quarter last year with net account growth offset by certain high balance account attrition and balance migration to higher cost deposit products. Average transaction deposits increased by 13 percent over the same quarter last year. Deposit comparisons to prior year periods are impacted by the first quarter 2005 acquisition of First National and the second quarter 2004 acquisition of Franklin Financial Corporation. Exclusive of the impact of these transactions, average transaction account balances increased by six percent over the same quarter last year and average core deposits increased nine percent over the same quarter last year; comparisons being provided to supplement an understanding of the fundamental deposit trends. Compared to the first quarter of this year, average transaction account balances were essentially unchanged and average core deposits increased by four percent on an annualized basis, highlighted by 13 percent annualized growth in demand deposits and 26 percent annualized growth in consumer time deposits. Fifth Third expects deposit pricing to continue to be very competitive with market conditions and is continuing to devote significant focus on retaining existing accounts and attracting new accounts.

Loan and lease balances exhibited continued strength with period end loans and leases increasing by $1.4 billion from last quarter, or nine percent on an annualized sequential basis. On an average basis, total loans and leases, including held for sale, increased by 19 percent over the same quarter last year and by 10 percent on an annualized sequential basis. Period end commercial loan and lease balances increased by 21 percent over the same quarter last year and by $892 million, or 10 percent on an annualized sequential basis. Period end consumer loan and lease balances, excluding residential mortgage, increased by 10 percent over the same quarter last year and by $876 million, or 16 percent on an annualized sequential basis. Loan and lease comparisons to prior year periods are impacted by the addition of approximately $3.9 billion in total loans in conjunction with the acquisition of First National. Exclusive of the impact of this transaction, period end commercial loan and lease balances increased 12 percent and period end consumer loan and lease balances, excluding residential mortgage, increased eight percent over last year; comparisons being provided to supplement an understanding of fundamental lending trends.

Net Interest Income

Compared to the second quarter of 2004, net interest income on a fully taxable equivalent basis decreased two percent despite six percent growth in average earning assets due to a 25 basis point (bp) decline in the net interest margin. Margin and net interest income trends and comparisons to prior year periods are impacted by the first quarter 2005 acquisition of First National, including a modestly negative impact to net interest income from purchase accounting loan and deposit net amortization, common stock repurchase activity and the impact of balance sheet initiatives undertaken in the fourth quarter of 2004 to reduce the risks associated with increasing interest rates. Compared to the first quarter of 2005, net interest income on a fully taxable equivalent basis was essentially unchanged despite six percent annualized growth in average earning assets due to nine bp of contraction in the net interest margin. Margin contraction from seasonally high first quarter levels resulted from decreases in the net interest rate spread associated with the growth in earning assets relative to the growth in core

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deposits, mix shifts within the deposit base to higher cost time deposits and the recent flattening of the yield curve. Fifth Third is focused on improving core deposit trends in order to fund future loan growth and improve net interest margin trends. Margin trends in 2005 will depend on the speed and timing of further short-term interest rate increases, the level of intermediate-term interest rates and the degree and mix of earning asset and deposit growth.

Credit Quality

Credit quality metrics and trends improved in the second quarter and remain at historically strong levels. Net charge-offs as a percentage of average loans and leases were 34 bp in the second quarter, compared to 40 bp last quarter and 43 bp in the second quarter of 2004. Nonperforming assets were 51 bp of total loans and leases and other real estate owned at June 30, 2005, compared to 53 bp last quarter and 50 bp posted a year ago. Overall, the level of nonperforming loans and net charge-offs remains a small percentage of the total loan and lease portfolio. Net charge-offs were $55 million in the second quarter, compared to $59 million in the same quarter last year and $63 million in the first quarter of 2005. The provision for loan and lease losses totaled $60 million in the second quarter compared to $90 million in the same quarter last year and $67 million in the first quarter of 2005. The allowance for loan and lease losses represents 1.09 percent of total loans and leases outstanding as of June 30, 2005, compared to 1.11 percent last quarter and 1.31 in the same quarter last year. Comparisons to the level of prior year allowance for loan and lease losses are impacted by the first quarter 2005 acquisition of First National. The loan and lease assets of First National were recorded on Fifth Third’s balance sheet at their respective fair values as of January 1, 2005. Estimated credit impairment was included in this determination of fair value; therefore, the previously existing allowance for loan and lease losses did not carryover to the allowance for loan and lease losses on Fifth Third’s balance sheet. Although realistic about the difficulty in precisely estimating credit quality metrics, Fifth Third expects credit quality trends in 2005 to remain strong.

Noninterest Expense

Total noninterest expense increased by $23 million, or 13 percent on an annualized basis, from last quarter and decreased by $14 million, or two percent from the same quarter last year. Comparison to the prior year period is impacted by the $78 million charge related to the early retirement of approximately $1 billion of Federal Home Loan Bank advances in the second quarter of 2004 and $5 million in increased intangible amortization resulting from the first quarter 2005 acquisition of First National. Exclusive of the impact of the debt termination charge, total noninterest expense increased by 10 percent over the same quarter last year on increased information technology expenditures and significant investments in the sales force and retail distribution network as evidenced by the increase in headcount and the corresponding increases in the employee-related and net occupancy expense captions; a comparison being provided to supplement an understanding of fundamental noninterest expense trends. Comparisons to last quarter are impacted by $7 million in acquisition related expenses realized in the first quarter of 2005. Exclusive of the impact of these expenses, noninterest expense increased 17 percent on an annualized basis primarily due to a $30 million increase in salaries, wages and incentives associated with headcount increases and approximately $8 million in severance expenses realized in the second quarter. Fifth Third expects growth in noninterest expenses in future quarters to stabilize around current levels as cost savings initiatives continue to be realized. These cost savings initiatives will be mitigated

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by continued growth in headcount, occupancy and information technology to improve efficiency, provide greater convenience to our customers and drive deposit and loan growth. Fifth Third’s second quarter efficiency ratio was 52.2 percent, compared to 51.6 percent last quarter and 48.8 percent in the second quarter of last year.

Conference Call

Fifth Third will host a conference call to discuss these second quarter financial results at 9:00 a.m. (Eastern 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: 7701879#).

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $103.2 billion in assets as of June 30, 2005. The Company currently operates 17 affiliates with 1,100 full-service Banking Centers, including 128 Bank Mart^® locations open seven days a week inside select grocery stores and 1,998 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.”

This press release may contain forward-looking statements about Fifth Third Bancorp and/or the company as combined with acquired entities 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 the 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 the Bancorp, one or more acquired entities 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 the Bancorp, one or more acquired entities and/or the combined company or the businesses in which the Bancorp, one or more acquired entities and/or the combined company are engaged; (8) difficulties in combining the operations of 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. The Bancorp undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this press release.

#  #  #

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FIFTH THIRD BANCORP AND SUBSIDIARIES Quarterly Financial Review for June 30, 2005 Table of Contents	Page
Earnings Review:
Financial Highlights	7-8
Consolidated Statements of Income	9-10
Consolidated Statements of Changes in Shareholders’ Equity	11
Condensed Consolidated Quarterly Statements of Income (Taxable Equivalent)	12
Noninterest Income and Noninterest Expense	12
Financial Condition:
Consolidated Balance Sheets	13
Loans and Leases Serviced	14
Consolidated Average Balance Sheets, Yields (Taxable Equivalent) and Rates	15-16
Regulatory Capital	17
Asset Quality	18-19

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FIFTH THIRD BANCORP AND SUBSIDIARIES

Financial Highlights

(unaudited)

	For the Three Months Ended
	June 30, 2005			June 30, 2004	Percent Change
Earnings ($ in millions, except per share data)
Net interest income (taxable equivalent)	$	758		771	(1.8	)
Net income		417		448	(6.8	)
Earnings Per Share
Basic		0.75		0.80	(6.3	)
Diluted		0.75		0.79	(5.1	)
Key Ratios (percent)
Return on average assets		1.63	%	1.91	(14.7	)
Return on average shareholders’ equity		18.1		21.0	(13.8	)
Net interest margin (taxable equivalent)		3.29		3.54	(7.1	)
Efficiency		52.2		48.8	7.0
Average equity as a percent of average assets		8.98		9.08	(1.1	)
Regulatory capital (a):
Tier 1 capital		8.69		10.59	(17.9	)
Total risk-based capital		11.06		12.83	(13.8	)
Tier 1 leverage		7.78		8.97	(13.3	)
Common Stock Data
Cash dividends per common share	$	0.35		0.32	9.4
Book value per share		16.82		14.97	12.4
Market price per share:
High		44.67		57.00	(21.6	)
Low		40.24		51.13	(21.3	)
End of period		41.17		53.78	(23.4	)
Price/Earnings ratio (b)		15.77		17.75	(11.2	)

(a) June 30, 2005 regulatory capital ratios are estimated.

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

	For the Six Months Ended
	June 30,     2005			June 30,     2004	Percent Change
Earnings ($ in millions, except per share data)
Net interest income (taxable equivalent)	$	1,517		1,530	(0.9	)
Net income		822		878	(6.4	)
Earnings Per Share
Basic		1.48		1.56	(5.1	)
Diluted		1.47		1.54	(4.5	)
Key Ratios (percent)
Return on average assets		1.63	%	1.90	(14.2	)
Return on average shareholders’ equity		18.1		20.4	(11.3	)
Net interest margin (taxable equivalent)		3.33		3.57	(6.7	)
Efficiency		51.9		47.8	8.6
Average equity as a percent of average assets		9.00		9.31	(3.3	)
Common Stock Data
Cash dividends per common share	$	0.70		0.64	9.4
Market price per share:
High		48.12		60.00	(19.8	)
Low		40.24		51.13	(21.3	)

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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
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
2005		16.04	16.82				40.24		48.12
	For the Three Months Ended							Year-to-Date
Earnings Per Share	March 31		June 30	September 30	December 31
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
2005		0.73	0.75						1.48
	For the Three Months Ended							Year-to-Date
Earnings Per Diluted Share	March 31		June 30	September 30	December 31
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
2005		0.72	0.75						1.47

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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
	June 30,     2005		June 30,     2004
Interest income
Interest and fees on loans and leases	$	936	683
Interest on securities:
Taxable		268	305
Exempt from income taxes		10	11
Total interest on securities		278	316
Interest on other short-term investments		1	1
Total interest income		1,215	1,000
Interest expense
Interest on deposits:
Interest checking		71	35
Savings		35	11
Money market		28	6
Other time		61	38
Certificates - $100,000 and over		29	11
Foreign office		29	11
Total interest on deposits		253	112
Interest on federal funds purchased		29	17
Interest on short-term bank notes		2	3
Interest on other short-term borrowings		34	17
Interest on long-term debt		147	89
Total interest expense		465	238
Net interest income		750	762
Provision for loan and lease losses		60	90
Net interest income after provision for loan and lease losses		690	672
Noninterest income
Electronic payment processing revenue		180	148
Service charges on deposits		132	131
Mortgage banking net revenue		46	61
Investment advisory revenue		91	97
Other noninterest income		156	268
Operating lease revenue		15	44
Securities gains, net		15	-
Total noninterest income		635	749
Noninterest expense
Salaries, wages and incentives		295	254
Employee benefits		67	66
Equipment expense		25	19
Net occupancy expense		54	47
Operating lease expense		10	32
Other noninterest expense		277	324
Total noninterest expense		728	742
Income before income taxes		597	679
Applicable income taxes		180	231
Net income	$	417	448
Net income available to common shareholders (a)	$	417	448
Earnings per share		$0.75	0.80
Earnings per diluted share		$0.75	0.79

(a) Dividend on Preferred Stock is $.185 million for the three months ended June 30, 2005 and 2004.

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FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Income

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

	For the Six Months Ended
	June 30, 2005		June 30, 2004
Interest income
Interest and fees on loans and leases	$	1,803	1,352
Interest on securities:
Taxable		534	614
Exempt from income taxes		20	23
Total interest on securities		554	637
Interest on other short-term investments		2	2
Total interest income		2,359	1,991
Interest expense
Interest on deposits:
Interest checking		134	72
Savings		61	21
Money market		53	13
Other time		113	78
Certificates - $100,000 and over		54	20
Foreign Office		56	26
Total interest on deposits		471	230
Interest on federal funds purchased		54	35
Interest on short-term bank notes		6	4
Interest on other short-term borrowings		61	33
Interest on long-term debt		267	177
Total interest expense		859	479
Net interest income		1,500	1,512
Provision for loan and lease losses		127	177
Net interest income after provision for loan and lease losses		1,373	1,335
Noninterest income
Electronic payment processing revenue		348	297
Service charges on deposits		253	254
Mortgage banking net revenue		87	105
Investment advisory revenue		180	190
Other noninterest income		309	409
Operating lease revenue		35	95
Securities gains, net		30	26
Total noninterest income		1,242	1,376
Noninterest expense
Salaries, wages and incentives		561	500
Employee benefits		148	141
Equipment expense		50	39
Net occupancy expense		108	93
Operating lease expense		26	70
Other noninterest expense		539	548
Total noninterest expense		1,432	1,391
Income from before income taxes		1,183	1,320
Applicable income taxes		361	442
Net income	$	822	878
Net income available to common shareholders (a)	$	821	878
Earnings per share		$1.48	1.56
Earnings per diluted share		$1.47	1.54

(a) Dividend on Preferred Stock is $.370 million for the six months ended June 30, 2005 and 2004.

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FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

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

	For the Three Months Ended
	June 30, 2005			June 30, 2004
Total shareholders’ equity, beginning	$	8,888		8,864
Net income		417		448
Other comprehensive income, net of tax:
Change in unrealized gains (losses) on available-for-sale securities, qualifying cash flow hedges and additional pension liability		188		(653	)
Comprehensive income		605		(205	)
Cash dividends declared:
Common stock (2005 - $.35 per share and 2004 - $.32 per share)		(195	)	(180	)
Preferred stock (a)		-		-
Stock options exercised, including treasury shares issued		15		34
Stock-based compensation expense		19		20
Loans repaid (issued) related to the exercise of stock options, net		2		(1	)
Excess corporate tax benefit related to stock-based compensation		12		3
Shares purchased		(5	)	(459	)
Acquisitions		11		317
Other		1		-
Total shareholders’ equity, ending	$	9,353		8,393

(a) Dividend on Preferred Stock is $.185 million for the three months ended June 30, 2005 and 2004.

	For the Six Months Ended
	June 30, 2005			June 30, 2004
Total shareholders’ equity, beginning	$	8,924		8,667
Net income		822		878
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		34		(433	)
Comprehensive income		856		445
Cash dividends declared:
Common stock (2005 - $.70 per share and 2004 - $.64 per share)		(389	)	(360	)
Preferred stock (b)		-		-
Stock options exercised, including treasury shares issued		40		64
Stock-based compensation expense		37		43
Loans repaid (issued) related to the exercise of stock options, net		4		(1	)
Excess corporate tax benefit related to stock-based compensation		14		3
Shares purchased		(1,645	)	(784	)
Acquisitions		1,509		317
Other		3		(1	)
Total shareholders’ equity, ending	$	9,353		8,393

(b) Dividend on Preferred Stock is $.370 million for the six months ended June 30, 2005 and 2004.

11

FIFTH THIRD BANCORP AND SUBSIDIARIES

Condensed Consolidated Quarterly Statements of Income (Taxable Equivalent)

(unaudited) ($ in millions)

	For the Three Months Ended
	June 30, 2005		March 31, 2005	December 31, 2004	September 30, 2004	June 30, 2004
Interest income	$	1,215	1,145	1,081	1,043	1,000
Taxable equivalent adjustment		8	8	9	9	9
Interest income (taxable equivalent)		1,223	1,153	1,090	1,052	1,009
Interest expense		465	394	338	286	238
Net interest income (taxable equivalent)		758	759	752	766	771
Provision for loan and lease losses		60	67	65	26	90
Net interest income after provision for loan and lease losses (taxable equivalent)		698	692	687	740	681
Noninterest income		635	607	479	611	749
Noninterest expense		728	705	935	648	742
Income before income taxes (taxable equivalent)		605	594	231	703	688
Applicable income taxes		180	181	46	223	231
Taxable equivalent adjustment		8	8	9	9	9
Net income		$417	405	176	471	448
Net income available to common shareholders (a)		$417	404	176	471	448

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

Noninterest Income and Noninterest Expense

(unaudited) ($ in millions)

	For the Three Months Ended
	June 30, 2005	March 31, 2005	December 31, 2004		September 30, 2004	June 30, 2004
Noninterest income
Electronic payment processing revenue	$180	168	173		152	148
Service charges on deposits	132	121	126		134	131
Mortgage banking net revenue	46	41	24		49	61
Investment advisory revenue	91	90	82		88	97
Other noninterest income	156	153	125		137	268
Operating lease revenue	15	20	27		35	44
Securities gains (losses), net	15	14	(78	)	16	-
Total noninterest income	$635	607	479		611	749
Noninterest expense
Salaries, wages and incentives	$295	265	266		252	254
Employee benefits	67	82	56		64	66
Equipment expense	25	25	23		22	19
Net occupancy expense	54	54	48		45	47
Operating lease expense	10	15	20		24	32
Other noninterest expense (a)	277	264	522		241	324
Total noninterest expense	$728	705	935		648	742
Full-time equivalent employees	21,594	21,287	19,659		19,061	18,937
Banking centers	1,098	1,092	1,011		1,005	992

(a) Includes intangible amortization expense of $12 million, $12 million, $7 million, $7 million and $6 million for the three months ended June 30, 2005, March 31, 2005, December 31, 2004, September 30, 2004 and June 30, 2004, respectively.

12

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets

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

	As of
	June 30, 2005		June 30, 2004
Assets
Cash and due from banks	$2,781		2,358
Available-for-sale securities (a)	24,647		30,180
Held-to-maturity securities (b)	307		212
Trading securities	84		97
Other short-term investments	113		258
Loans held for sale	783		577
Loans and leases:
Commercial loans	18,013		15,244
Construction loans	6,201		4,108
Commercial mortgage loans	9,091		7,541
Commercial lease financing	4,639		4,472
Residential mortgage loans	7,042		5,873
Consumer loans	20,610		18,301
Consumer lease financing	1,994		2,559
Unearned income	(1,294	)	(1,419	)
Total loans and leases	66,296		56,679
Allowance for loan and lease losses	(722	)	(744	)
Total loans and leases, net	65,574		55,935
Bank premises and equipment	1,581		1,168
Operating lease equipment	161		525
Accrued interest receivable	451		397
Goodwill	2,178		979
Intangible assets	231		164
Servicing rights	378		358
Other assets	3,891		2,474
Total assets	$103,160		95,682
Liabilities
Deposits:
Demand	$14,393		13,037
Interest checking	18,811		19,243
Savings	9,653		7,973
Money market	4,732		2,854
Other time	8,513		6,019
Certificates - $100,000 and over	3,986		2,825
Foreign office	3,089		5,957
Total deposits	63,177		57,908
Federal funds purchased	4,523		3,851
Short-term bank notes	-		1,275
Other short-term borrowings	4,972		6,391
Accrued taxes, interest and expenses	2,456		1,971
Other liabilities	1,185		1,118
Long-term debt	17,494		14,775
Total liabilities	93,807		87,289
Total shareholders’ equity (c)	9,353		8,393
Total liabilities and shareholders’ equity	$103,160		95,682

(a) Amortized cost: June 30, 2005 - $24,814 and June 30, 2004 - $30,857.

(b) Market values: June 30, 2005 - $307 and June 30, 2004 - $212.

(c)  Common Shares: Stated value $2.22 per share; authorized 1,300,000,000; outstanding June 30, 2005 - 555,938,071 (excluding 27,489,033 treasury shares) and June 30, 2004 - 560,804,042 (excluding 22,647,649 treasury shares).

13

FIFTH THIRD BANCORP AND SUBSIDIARIES

Loans and Leases Serviced

(unaudited) ($ in millions)

	As of
	June 30, 2005		March 31, 2005	December 31, 2004	September 30, 2004	June 30, 2004
Commercial
Commercial loans	$	18,013	17,500	16,058	15,259	15,244
Mortgage		9,091	9,048	7,636	7,644	7,541
Construction		5,590	5,365	4,348	4,077	3,768
Lease financing		3,527	3,416	3,426	3,357	3,275
Subtotal		36,221	35,329	31,468	30,337	29,828
Consumer
Consumer loans		19,861	18,909	18,080	17,829	17,522
Mortgage & construction		7,653	7,973	7,366	6,852	6,213
Credit card		749	790	843	809	779
Lease financing		1,812	1,901	2,051	2,209	2,337
Subtotal		30,075	29,573	28,340	27,699	26,851
Total loans and leases		66,296	64,902	59,808	58,036	56,679
Loans held for sale		783	809	559	452	577
Operating lease equipment		161	224	304	394	525
Loans and Leases Serviced for Others
Residential mortgage (a)		24,497	23,341	23,026	23,458	23,943
Commercial mortgage (b)		2,067	2,043	2,045	2,091	2,104
Commercial loans (c)		2,346	2,351	1,941	2,033	1,913
Commercial leases (b)		269	271	323	220	217
Consumer loans (d)		1,089	1,192	1,298	1,407	1,511
Total loans and leases serviced for others		30,268	29,198	28,633	29,209	29,688
Total loans and leases serviced	$	97,508	95,133	89,304	88,091	87,469

(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, which is wholly-owned by an independent third party.

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

14

FIFTH THIRD BANCORP AND SUBSIDIARIES

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

(unaudited) ($ in millions)

	For the Three Months Ended
	June 30, 2005				June 30, 2004
	Average Balance		Average Yield/Rate		Average Balance		Average Yield/Rate
Assets
Interest-earning assets:
Loans and leases	$  66,762		5.64	%	$  56,325		4.90	%
Taxable securities	24,771		4.33		29,987		4.10
Tax exempt securities	815		7.29		920		7.59
Other short-term investments	130		3.28		266		0.98
Total interest-earning assets	92,478		5.30		87,498		4.64
Cash and due from banks	2,822				2,106
Other assets	8,182				5,447
Allowance for loan and lease losses	(717	)			(720	)
Total assets	$  102,765				$  94,331
Liabilities
Interest-bearing liabilities:
Interest checking	$  19,267		1.49	%	$  19,268		0.74	%
Savings	9,697		1.44		7,803		0.59
Money market	4,755		2.37		2,965		0.83
Other time	8,286		2.93		5,822		2.57
Certificates-$100,000 and over	3,946		2.92		2,836		1.61
Foreign office	3,907		2.98		4,488		1.02
Federal funds purchased	3,952		2.97		6,689		1.03
Short-term bank notes	230		2.84		1,045		1.07
Other short-term borrowings	5,190		2.63		7,441		0.92
Long-term debt	17,049		3.46		12,317		2.88
Total interest-bearing liabilities	76,279		2.44		70,674		1.36
Demand deposits	13,905				12,251
Other liabilities	3,357				2,840
Total liabilities	93,541				85,765
Shareholders’ equity	9,224				8,566
Total liabilities and shareholders’ equity	$  102,765				$  94,331
Average common shares outstanding:
Basic	553,871,720				560,976,289
Diluted	558,176,454				568,715,944
Ratios:
Net interest margin (taxable equivalent)			3.29	%			3.54	%
Net interest rate spread (taxable equivalent)			2.86	%			3.28	%
Interest-bearing liabilities to interest-earning assets			82.48	%			80.77	%

15

FIFTH THIRD BANCORP AND SUBSIDIARIES

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

(unaudited) ($ in millions)

	For the Six Months Ended
	June 30, 2005				June 30, 2004
	Average Balance		Average Yield/Rate		Average Balance		Average Yield/Rate
Assets
Interest-earning assets:
Loans and leases	$  65,924		5.53	%	$  55,507		4.92	%
Taxable securities	24,852		4.33		29,420		4.20
Tax exempt securities	835		7.32		958		7.42
Other short-term investments	229		2.06		248		0.94
Total interest-earning assets	91,840		5.22		86,133		4.69
Cash and due from banks	2,721				2,076
Other assets	8,046				5,638
Allowance for loan and lease losses	(716	)			(710	)
Total assets	$  101,891				$  93,137
Liabilities
Interest-bearing liabilities:
Interest checking	$  19,618		1.38	%	$  19,410		0.75	%
Savings	9,519		1.30		7,549		0.54
Money market	4,770		2.26		3,057		0.84
Other time	8,038		2.83		5,802		2.69
Certificates-$100,000 and over	3,744		2.92		2,524		1.62
Foreign office deposits	4,122		2.72		5,212		1.02
Federal funds purchased	4,060		2.68		6,941		1.01
Short-term bank notes	501		2.60		773		1.05
Other short-term borrowings	5,062		2.41		7,139		0.90
Long-term debt	16,331		3.29		11,304		3.16
Total interest-bearing liabilities	75,765		2.29		69,711		1.38
Demand deposits	13,696				11,826
Other liabilities	3,264				2,928
Total liabilities	92,725				84,465
Shareholders’ equity	9,166				8,672
Total liabilities and shareholders’ equity	$  101,891				$  93,137
Average common shares outstanding:
Basic	555,109,748				562,279,783
Diluted	559,908,031				570,164,208
Ratios:
Net interest margin (taxable equivalent)			3.33	%			3.57	%
Net interest rate spread (taxable equivalent)			2.93	%			3.31	%
Interest-bearing liabilities to interest-earning assets			82.50	%			80.93	%

16

FIFTH THIRD BANCORP AND SUBSIDIARIES

Regulatory Capital

(unaudited) ($ in millions)

	June 30, 2005 (a)			March 31, 2005		December 31, 2004		September 30, 2004		June 30, 2004
Tier 1 capital:
Shareholders’ equity	$	9,353		8,888		8,924		9,040		8,393
Goodwill and certain other intangibles		(2,409	)	(2,410	)	(1,129	)	(1,137	)	(1,143	)
Unrealized losses/(gains)		126		314		101		146		491
Other		729		717		626		617		605
Total tier 1 capital	$	7,799		7,509		8,522		8,666		8,346
Total risk-based capital:
Tier 1 capital	$	7,799		7,509		8,522		8,666		8,346
Qualifying allowances for credit losses		818		809		806		806		831
Qualifying subordinated notes		1,316		1,316		848		868		932
Total risk-based capital	$	9,933		9,634		10,176		10,340		10,109
Risk-weighted assets	$	89,780		89,401		82,633		80,749		78,779
Ratios:
Average equity as a percent of average assets		8.98	%	9.02		9.51		9.21		9.08
Regulatory capital:
Tier 1 capital		8.69	%	8.40		10.31		10.73		10.59
Total risk-based capital		11.06	%	10.78		12.31		12.81		12.83
Tier 1 leverage		7.78	%	7.62		8.89		9.13		8.97

(a) June 30, 2005 regulatory capital data and ratios are estimated.

17

FIFTH THIRD BANCORP AND SUBSIDIARIES

Asset Quality

(unaudited) ($ in millions)

	For the Three Months Ended
Summary of Loan and Lease Losses	June 30, 2005		March 31, 2005		December 31, 2004		September 30, 2004		June 30, 2004
Losses charged off:
Commercial, financial and agricultural loans	$(24	)	(16	)	(19	)	(24	)	(21	)
Real estate - commercial mortgage loans	(3	)	(2	)	(7	)	(1	)	(2	)
Real estate - construction loans	-		(1	)	(3	)	-		(3	)
Real estate - residential mortgage loans	(5	)	(5	)	(4	)	(3	)	(3	)
Consumer loans	(40	)	(42	)	(42	)	(37	)	(38	)
Lease financing	(4	)	(14	)	(9	)	(7	)	(9	)
Total losses	(76	)	(80	)	(84	)	(72	)	(76	)
Recoveries of losses previously charged off:
Commercial, financial and agricultural loans	6		3		4		3		3
Real estate - commercial mortgage loans	1		1		1		1		1
Real estate - construction loans	-		1		-		-		-
Real estate - residential mortgage loans	-		-		-		-		-
Consumer loans	12		11		12		9		11
Lease financing	2		1		2		2		2
Total recoveries	21		17		19		15		17
Net losses charged off:
Commercial, financial and agricultural loans	(18	)	(13	)	(15	)	(21	)	(18	)
Real estate - commercial mortgage loans	(2	)	(1	)	(6	)	-		(1	)
Real estate - construction loans	-		-		(3	)	-		(3	)
Real estate - residential mortgage loans	(5	)	(5	)	(4	)	(3	)	(3	)
Consumer loans	(28	)	(31	)	(30	)	(28	)	(27	)
Lease financing	(2	)	(13	)	(7	)	(5	)	(7	)
Total net losses charged off	$(55	)	(63	)	(65	)	(57	)	(59	)
Allowance for loan and lease losses rollforward:
Allowance for loan and lease losses, beginning	$717		713		713		744		713
Total net losses charged off	(55	)	(63	)	(65	)	(57	)	(59	)
Provision for loan and lease losses	60		67		65		26		90
Allowance for loan and lease losses, ending	$722		717		713		713		744
Reserve for unfunded commitments rollforward:
Reserve for unfunded commitments, beginning	$67		72		72		68		70
Provision for unfunded commitments	4		(6	)	-		4		(2	)
Acquisitions	-		1		-		-		-
Reserve for unfunded commitments, ending	$71		67		72		72		68
Components of allowance for credit losses:
Allowance for loan and lease losses	$722		717		713		713		744
Reserve for unfunded commitments	71		67		72		72		68
Total allowance for credit losses	$793		784		785		785		812

18

	As of
Nonperforming and Underperforming Assets	June 30, 2005			March 31, 2005	December 31, 2004	September 30, 2004	June 30, 2004
Nonaccrual loans and leases (a)		$  273		268	228	207	216
Renegotiated loans and leases		1		1	1	3	3
Other assets, including other real estate owned		66		74	74	72	64
Total nonperforming assets		340		343	303	282	283
Ninety days past due loans and leases (a)		129		129	142	137	132
Total underperforming assets		$  469		472	445	419	415
Average loans and leases (b)	$	65,649		64,269	58,714	57,160	54,960
Loans and leases (b)	$	66,296		64,902	59,808	58,036	56,679
Ratios:
Net losses charged off as a percent of average loans and leases		0.34	%	0.40	0.44	0.40	0.43
Allowance for loan and lease losses as a percent of loans and leases		1.09	%	1.11	1.19	1.23	1.31
Allowance for credit losses as a percent of loans and leases		1.20	%	1.21	1.31	1.35	1.43
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.51	%	0.53	0.51	0.48	0.50
Underperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.71	%	0.73	0.74	0.72	0.73

(a) Nonaccrual includes $23 million and Ninety Days Past Due includes $41 million of residential mortgage loans as of June 30, 2005.

(b) Excludes loans held for sale.

19

EX-99.2

Exhibit 99.2

July 2005

ANNUAL 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 year-end 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	Matt Curoe	Brad Adams
SVP/Chief Financial Officer	VP/External Reporting	VP/Investor Relations
(513) 534-6924	(513) 534-0482	(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 shareholders’ equity		17.2		19.0		18.4		13.6		17.5		15.8
Average equity as a percent of 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 losses charged off as a percent of average loans and leases		0.45		0.63		0.43		0.54		0.26		0.39
Allowance for loan and lease losses as a percent of loans and leases (a)		1.19		1.33		1.49		1.50		1.43		1.48
Allowance for credit losses as a percent of loans and leases (a)		1.31		1.47		1.49		1.50		1.43		1.48
Nonperforming assets as a percent of loans, leases and other assets, including OREO		0.51		0.61		0.59		0.57		0.47		0.40
Underperforming assets as a percent of loans, leases and other assets, including OREO		0.74		0.89		0.95		0.96		0.77		0.61
Allowance for loan and lease losses as a percent of nonperforming assets (a)		235.32		218.85		250.62		265.45		303.85		370.86
Allowance for loan and lease losses as a percent of underperforming assets (a)		160.20		150.28		157.12		156.49		185.21		241.16
Allowance for credit losses as a percent of nonperforming assets (a)		259.05		242.01		250.62		265.45		303.85		370.86
Allowance for credit losses as a percent of 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
Cash 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 allowance 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 allowance for credit losses is the sum of the allowance 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,
Income Statement ($ in millions)	2004			2003			2002			2001			2000		1999
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 rights		-			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)
Tier 1 capital	$	8,522		$	8,272		$	7,747		$	7,433		$	6,377	$	5,613
Tier 2 capital		1,654			1,824			1,188			1,223			1,177		912
Total risk-based capital	$	10,176		$	10,096		$	8,935		$	8,656		$	7,554	$	6,525
Total risk-weighted assets	$	82,633		$	74,477		$	65,444		$	59,491		$	55,943	$	49,379
Tier 1 capital ratio		10.31%			11.11%			11.84%			12.49%			11.40%		11.37%
Total risk-based capital ratio		12.31%			13.56%			13.65%			14.55%			13.50%		13.21%
Tier 1 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.

3

Yearly Data	As of December 31,
Balance Sheet - Assets ($ in millions)	2004			2003			2002			2001			2000			1999
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 allowance)		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
Allowance 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 ($ in millions)
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 ($ in millions)
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) 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,
Average Balance Sheet ($ in millions)	2004			2003			2002			2001			2000			1999
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 and leases		57,042			52,414			45,539			44,888			42,690			38,652
Other short-term investments		315			307			339			201			200			327
Total interest-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
Allowance 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
Other time deposits		6,208			6,426			8,855			13,473			13,716			13,858
Total interest-bearing deposits		37,056			36,314			35,721			32,442			29,985			29,945
Certificates - $100,000 and over		2,403			3,832			2,237			3,821			4,283			4,197
Foreign office		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,
	2004			2003			2002			2001			2000			1999
Asset Quality ($ in millions)
Nonaccrual loans and leases	$	228		$	242		$	247		$	216		$	174		$	133
Renegotiated loans and leases		1			8			-			-			2			2
Other assets, including other real estate owned		74			69			26			19			25			19
Total nonperforming assets		303			319			273			235			201			154
Ninety days past due loans and leases		142			145			162			164			128			83
Total underperforming assets	$	445		$	464		$	435		$	399		$	329		$	237
Loan Portfolio ($ in millions) (net of unearned discount)
Commercial and residential construction loans	$	4,726		$	3,636		$	3,327		$	3,356		$	3,223		$	2,272
Commercial mortgage		7,636			6,894			5,885			6,085			6,227			5,640
Commercial loans and 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		843			762			537			448			362			318
Other consumer loans and leases		9,623			10,877			8,249			5,906			7,108			7,425
Total loans and leases	$	60,367		$	54,189		$	49,286		$	43,728		$	44,185		$	40,035
Nonperforming Loans ($ in millions) (non-accrual plus renegotiated)
Commercial construction loans	$	13		$	19		$	14		$	26		$	11		$	4
Commercial mortgage		51			42			41			57			42			25
Commercial loans and leases		111			136			159			122			75			55
Residential mortgage and construction		24			26			18			11			42			48
Other consumer loans and leases		30			27			15			-			6			3
Total nonperforming loans	$	229		$	250		$	247		$	216		$	176		$	135
Net Charge-Offs ($ in millions)
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

EX-99.3

Exhibit 99.3

July 2005

QUARTERLY 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 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	Matt Curoe	Brad Adams
SVP/Chief Financial Officer	VP/External Reporting	VP/Investor Relations
(513) 534-6924	(513) 534-0482	(513) 534-0983

Quarterly Data

	Three Months Ended
	June 30, 2005		March 31, 2005		December 31, 2004		September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003		September 30, 2003
Ratios (%)
Return on average assets		1.63		1.62		0.72		1.95		1.91		1.88		1.93		1.85
Return on average shareholders’ equity		18.1		18.0		7.6		21.1		21.0		19.7		20.1		19.3
Average equity as a percent of average assets		8.98		9.02		9.51		9.21		9.08		9.55		9.61		9.57
Net interest margin (FTE)		3.29		3.38		3.35		3.42		3.54		3.60		3.54		3.52
Efficiency		52.2		51.6		76.0		47.0		48.8		46.8		49.0		46.4
Net losses charged off as a percent of average loans and leases		0.34		0.40		0.44		0.40		0.43		0.54		0.72		0.59
Allowance for loan and lease losses as a percent of loans and leases (a)		1.09		1.11		1.19		1.23		1.31		1.32		1.33		1.49
Allowance for credit losses as a percent of loans and leases (a)		1.20		1.21		1.31		1.35		1.43		1.45		1.47		1.49
Nonperforming assets as a percent of loans, leases and other assets, including OREO		0.51		0.53		0.51		0.48		0.50		0.57		0.61		0.62
Underperforming assets as a percent of loans, leases and other assets, including OREO		0.71		0.73		0.74		0.72		0.73		0.82		0.89		0.90
Allowance for loan and lease losses as a percent of nonperforming assets (a)		212.17		209.01		235.32		253.29		262.83		231.17		218.85		238.69
Allowance for loan and lease losses as a percent of underperforming assets (a)		153.81		151.87		160.20		170.37		179.20		161.76		150.28		164.56
Allowance for credit losses as a percent of nonperforming assets (a)		232.88		228.64		259.05		278.70		286.87		253.92		242.01		238.69
Allowance for credit losses as a percent of underperforming assets (a)		168.83		166.14		176.36		187.47		195.60		177.67		166.19		164.56
Share Data
Earnings per share	$	0.75	$	0.73	$	0.31	$	0.84	$	0.80	$	0.76	$	0.78	$	0.73
Earnings per diluted share		0.75		0.72		0.31		0.83		0.79		0.75		0.77		0.72
Cash dividends per common share		0.35		0.35		0.35		0.32		0.32		0.32		0.29		0.29
Book value per share		16.82		16.04		16.00		16.11		14.97		15.77		15.29		15.24
Common shares outstanding (net of treasury)		555,938,071		554,054,749		557,648,989		561,112,890		560,804,042		562,131,643		566,685,301		570,298,014
Market price per share:
High	$	44.67	$	48.12	$	52.34	$	54.07	$	57.00	$	60.00	$	60.01	$	59.44
Low		40.24		42.05		45.32		46.59		51.13		53.27		55.47		52.50
Close		41.17		42.98		47.30		49.22		53.78		55.37		59.10		55.54
Price/earnings ratio (b)		15.77		16.22		17.65		15.68		17.75		18.77		20.59		20.05
Supplemental Data
Common dividends declared ($ in millions)	$	195	$	194	$	195	$	180	$	180	$	180	$	164	$	166
Employees (full-time equivalents)		21,594		21,287		19,659		19,061		18,937		18,583		18,899		19,770
Banking centers		1,098		1,092		1,011		1,005		992		960		952		942
ATMs		1,994		1,988		1,898		1,872		1,844		1,827		1,905		1,891

(a) As of December 31, 2004, the reserve for unfunded commitments has been reclassified from the allowance 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 allowance for credit losses is the sum of the allowance 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

Quarterly Data

	Three Months Ended
	June 30, 2005		March 31, 2005		December 31, 2004			September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003		September 30, 2003
Income Statement ($ in millions)
Interest income-FTE	$	1,223	$	1,153	$	1,090		$	1,052	$	1,009	$	999	$	998	$	993
Interest expense		465		394		338			286		238		240		253		258
Net interest income-FTE		758		759		752			766		771		759		745		735
Provision for loan and lease losses		60		67		65			26		90		87		94		112
Noninterest income:
Electronic payment processing revenue		180		168		173			152		148		148		160		143
Service charges on deposits		132		121		126			134		131		123		125		125
Mortgage banking net revenue		46		41		24			49		61		44		57		75
Investment advisory revenue		91		90		82			88		97		93		85		85
Other noninterest income		144		140		113			126		258		130		104		161
Operating lease revenue		15		20		27			35		44		52		58		66
Securities gains (losses), net		15		14		(78	)		16		-		25		2		15
Foreign exchange income		12		13		12			11		10		11		8		10
Total noninterest income		635		607		479			611		749		626		599		680
Noninterest expense:
Salaries, wages & incentives		295		265		266			252		254		245		244		249
Employee benefits		67		82		56			64		66		76		53		61
Equipment expense		25		25		23			22		19		20		21		21
Net occupancy expense		54		54		48			45		47		46		47		36
Deposit insurance expense		2		2		2			2		6		6		6		6
Operating lease expense		10		15		20			24		32		38		44		50
Other noninterest expense		275		262		520			239		318		217		242		234
Total noninterest expense		728		705		935			648		742		648		657		657
Income from continuing operations before income taxes, minority interest and cumulative effect-FTE		605		594		231			703		688		650		593		646
Taxable equivalent adjustment		8		8		9			9		9		9		10		10
Income from continuing operations before income taxes, minority interest and cumulative effect		597		586		222			694		679		641		583		636
Applicable income taxes		180		181		46			223		231		211		182		208
Income from continuing operations before cumulative effect		417		405		176			471		448		430		401		428
Income from discontinued operations, net of tax (a)		-		-		-			-		-		-		41		1
Income before cumulative effect		417		405		176			471		448		430		442		429
Cumulative effect of change in accounting principle, net of tax		-		-		-			-		-		-		-		(11	)
Net income	$	417	$	405	$	176		$	471	$	448	$	430	$	442	$	418
Net income available to common shareholders (b)	$	417	$	404	$	176		$	471	$	448	$	430	$	441	$	417
Regulatory Capital Data ($ in millions) (c)
Tier 1 capital	$	7,799	$	7,509	$	8,522		$	8,666	$	8,346	$	8,394	$	8,272	$	8,182
Tier 2 capital		2,134		2,125		1,654			1,674		1,763		1,727		1,824		1,845
Total risk-based capital	$	9,933	$	9,634	$	10,176		$	10,340	$	10,109	$	10,121	$	10,096	$	10,027
Total risk-weighted assets	$	89,780	$	89,401	$	82,633		$	80,749	$	78,779	$	76,587	$	74,477	$	72,893
Tier 1 capital ratio		8.69%		8.40%		10.31%			10.73%		10.59%		10.96%		11.11%		11.22%
Total risk-based capital ratio		11.06%		10.78%		12.31%			12.81%		12.83%		13.22%		13.56%		13.76%
Tier 1 leverage ratio		7.78%		7.62%		8.89%			9.13%		8.97%		9.23%		9.23%		9.21%

(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) June 30, 2005 regulatory capital data and ratios are estimated.

3

Quarterly Data

	As of
	June 30, 2005			March 31, 2005			December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003			September 30, 2003
Balance Sheet - Assets ($ in millions)
Cash and due from banks	$	2,781		$	2,420		$	2,561		$	2,313		$	2,358		$	2,012		$	2,359		$	2,394
Available-for-sale securities		24,647			25,101			24,687			31,557			30,180			30,577			28,999			28,011
Held-to-maturity securities		307			303			255			254			212			179			135			145
Trading securities		84			128			77			81			97			96			55			96
Other short-term investments		113			1,213			532			384			258			191			268			163
Total securities		25,151			26,745			25,551			32,276			30,747			31,043			29,457			28,415
Total cash and securities		27,932			29,165			28,112			34,589			33,105			33,055			31,816			30,809
Loans held for sale		783			809			559			452			577			1,661			1,881			1,528
Loans and leases held for investment (before allowance)		66,296			64,902			59,808			58,036			56,679			53,912			52,308			51,807
Total loans and leases		67,079			65,711			60,367			58,488			57,256			55,573			54,189			53,335
Allowance for loan and lease losses		(722	)		(717	)		(713	)		(713	)		(744	)		(713	)		(697	)		(772	)
Goodwill		2,178			2,167			979			980			979			738			738			738
Intangible assets		231			243			150			157			164			155			195			213
Total goodwill & intangibles, net		2,409			2,410			1,129			1,137			1,143			893			933			951
Servicing rights		378			378			352			349			358			283			299			285
Other real estate owned		52			60			63			61			54			57			55			46
Operating lease equipment		161			224			304			394			525			658			767			899
Other assets		5,871			5,482			4,842			4,060			3,985			3,996			3,892			3,899
Total assets	$	103,160		$	102,713		$	94,456		$	98,365		$	95,682		$	93,802		$	91,254		$	89,452
Balance Sheet - Liabilities ($ in millions)
Interest checking	$	18,811		$	19,722		$	19,481		$	19,362		$	19,243		$	19,376		$	19,757		$	18,715
Savings		9,653			9,711			8,310			8,307			7,973			7,391			7,375			7,895
Money market deposits		4,732			4,777			4,321			4,264			2,854			2,995			3,201			3,389
Other time deposits		8,513			8,017			6,837			6,569			6,019			5,978			6,201			6,211
Total interest-bearing deposits		41,709			42,227			38,949			38,502			36,089			35,740			36,534			36,210
Certificates - $100,000 and over		3,986			3,867			2,121			2,092			2,825			2,569			1,856			2,484
Foreign office		3,089			5,257			3,670			3,380			5,957			4,567			6,563			3,725
Short-term borrowings		9,495			8,369			10,026			13,973			11,517			15,253			13,171			13,741
Long-term borrowings		17,494			16,321			13,983			15,128			14,775			10,990			9,063			9,255
Total interest-bearing liabilities		75,773			76,041			68,749			73,075			71,163			69,119			67,187			65,415
Demand deposits		14,393			13,960			13,486			12,886			13,037			12,374			12,141			11,875
Other liabilities		3,641			3,824			3,297			3,364			3,089			3,445			3,259			3,468
Total liabilities		93,807			93,825			85,532			89,325			87,289			84,938			82,587			80,758
Balance Sheet - Equity ($ in millions)
Common and preferred equity		10,762			10,569			10,507			10,515			10,225			9,989			9,749			9,460
Additional minimum pension liability		(4	)		(4	)		(64	)		(66	)		(63	)		(63	)		(63	)		(52	)
Net unrealized (losses) gains on available-for-sale securities and qualifying cash flow hedges		(131	)		(319	)		(105	)		(152	)		(491	)		162			(57	)		43
Treasury stock, at cost		(1,274	)		(1,358	)		(1,414	)		(1,257	)		(1,278	)		(1,224	)		(962	)		(757	)
Total shareholders’ equity	$	9,353		$	8,888		$	8,924		$	9,040		$	8,393		$	8,864		$	8,667		$	8,694
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)		555,938,071			554,054,749			557,648,989			561,112,890			560,804,042			562,131,643			566,685,301			570,298,014
Treasury shares held		27,489,033			29,372,355			25,802,702			22,338,801			22,647,649			21,320,048			16,766,390			13,153,677

4

Quarterly Data

	Three Months Ended
	June 30, 2005			March 31, 2005			December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003			September 30, 2003
Average Balance Sheet ($ in millions)
Taxable securities	$	24,901		$	25,263		$	28,859		$	30,523		$	30,253		$	29,085		$	28,568		$	27,916
Tax exempt securities		815			856			866			890			920			995			1,026			1,050
Loans and leases		66,762			65,076			59,440			57,679			56,325			54,688			53,886			53,871
Total earning assets		92,478			91,195			89,165			89,092			87,498			84,768			83,480			82,837
Cash and due from banks		2,822			2,619			2,445			2,265			2,106			2,046			2,044			1,398
Other assets		8,182			7,908			6,171			5,603			5,447			5,828			5,863			5,925
Allowance for loan and lease losses		(717	)		(714	)		(719	)		(748	)		(720	)		(699	)		(771	)		(740	)
Total assets	$	102,765		$	101,008		$	97,062		$	96,212		$	94,331		$	91,943		$	90,616		$	89,420
Interest checking	$	19,267		$	19,972		$	19,345		$	19,570		$	19,268		$	19,552		$	19,303		$	18,673
Savings		9,697			9,339			8,447			8,212			7,803			7,294			7,700			8,095
Money market deposits		4,755			4,786			4,227			3,542			2,965			3,149			3,388			3,356
Other time deposits		8,286			7,787			6,681			6,539			5,822			5,780			6,086			5,941
Total customer interest-bearing deposits		42,005			41,884			38,700			37,863			35,858			35,775			36,477			36,065
Certificates - $100,000 and over		3,946			3,539			2,106			2,459			2,836			2,213			2,170			4,472
Foreign office		3,907			4,340			4,073			3,315			4,488			5,935			5,606			3,340
Short-term borrowings		9,372			9,878			11,208			13,274			15,175			14,529			14,254			13,554
Long-term borrowings		17,049			15,604			15,585			15,055			12,317			10,294			9,149			9,581
Total interest-bearing liabilities		76,279			75,245			71,672			71,966			70,674			68,746			67,656			67,012
Demand deposits		13,905			13,484			13,107			12,537			12,251			11,402			11,460			10,859
Other liabilities		3,357			3,171			3,054			2,848			2,840			3,016			2,792			2,988
Total liabilities		93,541			91,900			87,833			87,351			85,765			83,164			81,908			80,859
Shareholders’ equity		9,224			9,108			9,229			8,861			8,566			8,779			8,708			8,561
Total liabilities & shareholders’ equity	$	102,765		$	101,008		$	97,062		$	96,212		$	94,331		$	91,943		$	90,616		$	89,420
Average loans and leases (excluding held for sale)	$	65,649		$	64,269		$	58,714		$	57,160		$	54,960		$	52,927		$	52,402		$	50,615
Average common shares outstanding:
Basic		553,871,720			556,361,533			560,161,550			560,335,242			560,976,289			563,583,277			568,104,211			570,087,666
Diluted		558,176,454			561,658,848			566,107,746			566,543,043			568,715,944			571,612,473			576,881,193			578,777,162

5

Quarterly Data

	Three Months Ended
	June 30, 2005			March 31, 2005			December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003			September 30, 2003
Asset Quality ($ in millions)
Nonaccrual loans and leases	$	273		$	268		$	228		$	207		$	216		$	233		$	242		$	271
Renegotiated loans and leases		1			1			1			3			3			1			8			-
Other assets, including other real estate owned		66			74			74			72			64			74			69			52
Total nonperforming assets		340			343			303			282			283			308			319			323
Ninety days past due loans and leases		129			129			142			137			132			133			145			146
Total underperforming assets	$	469		$	472		$	445		$	419		$	415		$	441		$	464		$	469
Loan Portfolio ($ in millions)(net of unearned discount)
Commercial and residential construction loans	$	6,201		$	5,922		$	4,726		$	4,448		$	4,108		$	3,820		$	3,636		$	3,470
Commercial mortgage		9,091			9,048			7,636			7,644			7,541			7,197			6,894			6,590
Commercial loans and leases		21,554			20,917			19,484			18,628			18,551			17,899			17,489			16,987
Residential mortgages		7,808			8,208			7,533			6,912			6,416			5,811			5,530			6,015
Home equity loans		11,521			11,101			10,522			10,253			9,849			9,305			9,001			8,704
Credit card		749			790			843			809			779			757			762			620
Other consumer loans and leases		10,155			9,725			9,623			9,794			10,012			10,784			10,877			10,949
Total loans and leases	$	67,079		$	65,711		$	60,367		$	58,488		$	57,256		$	55,573		$	54,189		$	53,335
Average Loan Portfolio ($ in millions)(net of unearned discount)
Commercial and residential construction loans	$	6,043		$	5,338		$	4,625		$	4,315		$	3,924		$	3,746		$	3,547		$	3,401
Commercial mortgage		9,042			8,385			7,617			7,582			7,327			7,034			6,708			6,423
Commercial loans and leases		21,204			21,466			18,898			18,368			18,030			17,507			17,176			16,949
Residential mortgages		8,453			8,417			7,346			6,631			6,173			5,654			5,927			6,689
Home equity loans		11,325			10,929			10,414			10,060			9,563			9,143			8,881			9,500
Credit card		755			830			827			797			767			758			642			609
Other consumer loans and leases		9,940			9,711			9,713			9,926			10,541			10,846			11,005			10,300
Total loans and leases	$	66,762		$	65,076		$	59,440		$	57,679		$	56,325		$	54,688		$	53,886		$	53,871
Nonperforming Loans ($ in millions)(non-accrual plus renegotiated)
Commercial construction loans	$	24		$	23		$	13		$	11		$	14		$	23		$	19		$	20
Commercial mortgage		56			56			51			51			47			48			42			42
Commercial loans and leases		132			132			111			99			107			111			136			158
Residential mortgage and construction		25			24			24			22			23			25			26			27
Other consumer loans and leases		37			34			30			27			28			27			27			24
Total nonperforming loans	$	274		$	269		$	229		$	210		$	219		$	234		$	250		$	271
Credit Charge-Offs ($ in millions)
Gross charge-offs	$	76		$	80		$	84		$	72		$	76		$	88		$	115		$	92
Recoveries		(21	)		(17	)		(19	)		(15	)		(17	)		(17	)		(19	)		(17	)
Net charge-offs	$	55		$	63		$	65		$	57		$	59		$	71		$	96		$	75

6