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): October 18, 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):

¨    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 October 18, 2005, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the third quarter of 2005. A copy of this press release and its 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 October 18, 2005, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the third quarter of 2005. A copy of this press release and its 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 October 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)
October 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	October 18, 2005
	Debra DeCourcy (Media)
	(513) 534-4153

FIFTH THIRD BANCORP REPORTS THIRD QUARTER 2005

EARNINGS OF $ 0.71 PER DILUTED SHARE

Fifth Third Bancorp’s 2005 third quarter earnings per diluted share were $.71 compared to $.83 per diluted share for the same period in 2004. Third quarter net income totaled $395 million compared to $471 million in the same quarter last year. Return on average assets (ROA) and return on average equity (ROE) were 1.51 percent and 16.6 percent, respectively, compared to 1.95 percent and 21.1 percent in 2004’s third quarter. Third quarter earnings and balance sheet comparisons to the prior year are impacted by the previously disclosed first quarter 2005 acquisition of First National Bankshares of Florida, Inc. (First National). Third quarter 2004 earnings were positively impacted by a $27 million decrease in the reserve for credit losses and the corresponding decrease in the provision for loan and lease losses.

“Revenue and net income trends remain below our expectations,” stated George A. Schaefer, Jr., President and CEO of Fifth Third Bancorp. “Deposit growth year to date has not been sufficient to fund loan growth or to prevent further contraction in the net interest margin. This factor mitigated very strong lending results, well behaved credit trends and excellent results from Fifth Third Processing Solutions and our commercial line of business. To improve results, we have aggressively increased deposit rates, despite the negative impact on the third quarter margin, to deliver greater value to new and existing customers. We believe competitive rates combined with enhanced product offerings, like our new identity theft solution, will result in better deposit performance than we have seen through the first nine months of this year. Our goal remains improving our funding mix to more effectively fund future loan growth. We are also carefully reviewing all expense categories given the difficulty of the environment and current revenue trends.”

“The continued flattening of the yield curve provides substantial challenges by limiting investment opportunities and returns. The financial services business periodically faces challenges such as these and I believe long-term performance is determined by how you respond in times of difficulty. Despite short-term pressures, Fifth Third remains committed to our unique affiliate bank model and is focused on a long-term view with an emphasis on returns on invested capital. Today, this means we will continue to make the appropriate de-novo investments to drive profitable growth in each of our markets as the most effective method to deliver returns to our shareholders. We will also continue to maintain appropriate capital levels while working to achieve the benefits of scale that increased automation can deliver.”

“In September, Fifth Third’s Board of Directors increased the quarterly cash dividend on its common shares to $.38 per share, an increase of 19 percent over the $.32 per share declared in September 2004 and a nine percent increase over the $.35 per share declared in June 2005. This quarter’s dividend surpasses our level of current earnings growth but illustrates the importance we place on delivering value to our shareholders and the confidence

we have in returning to better growth and profitability. On behalf of our management team and 23,000 employees, we thank our shareholders for their continued confidence and look forward to delivering better results.”

Noninterest Income

Recent improved performance in certain business line revenue segments continued in the third quarter of 2005. Overall noninterest income, excluding operating lease revenues and securities gains, increased by eight percent over the same quarter last year.

Fifth Third Processing Solutions, our electronic payment processing division, delivered a 23 percent increase in revenues over the same quarter last year and a 15 percent increase on an annualized sequential basis. Third quarter results are representative of continuing strong trends in merchant processing and financial institution volumes and corresponding impacts on processing volumes. Fifth Third continues to see significant opportunities to attract new retailers and financial institution customers.

Deposit service revenues increased 16 percent on an annualized sequential basis due to strong growth in net new consumer deposit account production. Net new consumer deposit account production increased by 17 percent unannualized in the third quarter. Compared to the same quarter last year, deposit service revenues increased by two percent highlighted by five percent growth in retail deposit revenues. Commercial deposit revenues declined modestly compared to the same quarter last year with growth in the number of relationships offset by the impacts of higher interest rates on compensating balances in commercial deposit accounts.

Investment Advisory revenues were essentially unchanged compared to the same quarter last year and decreased by nine percent on an annualized sequential basis from last quarter. The decrease in revenue compared to the second quarter resulted primarily from declines in retail brokerage related revenues. Fifth Third continues to focus its efforts on improving execution in retail brokerage and growing the institutional money management business by improving penetration and cross-sell in our large middle market commercial customer base. Fifth Third Investment Advisors, among the largest money managers in the Midwest, has $33 billion in assets under management and $189 billion in assets under care.

Mortgage net service revenue totaled $45 million in the third quarter compared to $46 million last quarter and $49 million in 2004’s third quarter. Mortgage originations totaled $2.9 billion in the third quarter versus $2.6 billion last quarter and $1.7 billion in the third quarter of last year. Third quarter mortgage banking net service revenue was comprised of $61 million in total mortgage banking fees and loan sales, plus $6 million in amortization and valuation adjustments on mortgage servicing rights and less $22 million of losses and mark-to-market adjustments on both settled and outstanding free-standing derivative financial instruments. 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 $408 million at September 30, 2005 on a servicing portfolio of $24.5 billion, compared to $368 million last quarter on a servicing portfolio of $24.5 billion.

Other noninterest income totaled $145 million in the third quarter compared to $156 million last quarter and $137 million in the year ago third quarter. Compared to the same period last year, other noninterest income increased six percent primarily due to strong growth in commercial banking revenues, customer interest rate derivative sales, bank owned life insurance and cardholder fees. The decrease in other noninterest income relative to last quarter is primarily attributable to declines in consumer lending fees and institutional bond sales and underwriting.

2

Balance Sheet Trends

Average transaction deposits increased by eight percent over the same quarter last year with good retail and commercial account growth mitigated by certain high balance account attrition and balance migration to higher cost deposit products. Compared to the same quarter last year, average core deposit balances increased $5.9 billion, or 12 percent, highlighted by 11 percent growth in average demand deposits, 28 percent growth in average savings and money market deposits and 34 percent growth in consumer time deposits. These results were mitigated by a $1.1 billion decrease, or five percent, in average interest checking deposits from the same quarter last year. Deposit comparisons to prior year periods are impacted by the first quarter 2005 acquisition of First National. Exclusive of the impact of this transaction, average transaction account balances increased by three percent over the same quarter last year and average core deposits increased five percent over the same quarter last year; comparisons being provided to supplement an understanding of the fundamental deposit trends. Compared to the second quarter of this year, average transaction account balances were essentially unchanged despite 20 percent unannualized growth in the number of consumer deposit accounts opened during the third quarter. Average core deposits increased by three percent on an annualized basis, highlighted by 33 percent annualized growth in money market deposits and 21 percent annualized growth in consumer time deposits.

Loan and lease balances exhibited continued strength across Fifth Third’s footprint with period end loans and leases increasing by a very strong $2.5 billion from last quarter, or 15 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 11 percent on an annualized sequential basis. Period end commercial loan and lease balances increased by 23 percent over the same quarter last year and by $1.0 billion, or 11 percent on an annualized sequential basis. Period end consumer loan and lease balances, excluding residential mortgage, increased by 14 percent over the same quarter last year and by $1.1 billion, or 20 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 13 percent and period end consumer loan and lease balances, excluding residential mortgage, increased 12 percent over last year; comparisons being provided to supplement an understanding of fundamental lending trends.

Fifth Third repurchased approximately 2.3 million common shares in the third quarter of 2005. As of September 30, 2005, the remaining authority under the plan authorized by the Board of Directors in January of 2005 is 17.8 million shares. All counterparty purchase activity associated with the previously announced overnight accelerated share repurchase transaction, providing for the repurchase of 35.5 million common shares, was completed in the third quarter of 2005.

Net Interest Income

Net interest income on a fully taxable equivalent basis decreased three percent over the same quarter last year and seven percent on an annualized basis from last quarter. Third quarter margin compression largely resulted from aggressive increases in deposit pricing combined with lower than expected growth in balances. Fifth Third remains optimistic that core deposit trends will improve in the fourth quarter from year-to-date 2005 run rates and that recent aggressive pricing and marketing initiatives will improve the funding mix, more effectively fund future loan growth and improve net interest margin trends.

3

Compared to the third quarter of 2004, net interest income on a fully taxable equivalent basis decreased three percent despite five percent growth in average earning assets due to a 26 basis point (bp) decline in the net interest margin. Margin, net interest income and earning asset 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 sales and cash flows in the reduction of the available-for-sale securities portfolio. Including balance sheet initiatives undertaken in the fourth quarter of 2004, available-for-sale securities have declined by $9 billion, or 29 percent, from the same quarter last year.

Compared to the second quarter of 2005, net interest income on a fully taxable equivalent basis decreased by $13 million, or seven percent annualized, due to modest growth in average earning assets and 13 bp of contraction in the net interest margin. Margin contraction resulted from decreases in the net interest rate spread associated with continued mix shifts within the deposit base to higher cost time deposits, increases in rates paid across deposit captions and the continued flattening of the yield curve. Third quarter earning asset growth was muted by efforts to reduce the risks associated with increasing interest rates given weaker than anticipated core deposit growth trends. This included the maintenance of strong capital levels through reductions in the available-for-sale securities portfolio totaling $908 million on an average basis and $2.1 billion on a period end basis from second quarter levels.

Credit Quality

Credit quality metrics and trends remained stable at historically low levels in the third quarter. Net charge-offs as a percentage of average loans and leases were 38 bp in the third quarter, compared to 34 bp last quarter and 40 bp in the third quarter of 2004. Nonperforming assets were 51 bp of total loans and leases and other real estate owned at September 30, 2005, compared to 51 bp last quarter and 48 bp posted in the year ago third quarter. 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 $64 million in the third quarter, compared to $57 million in the same quarter last year and $55 million in the second quarter of 2005. The provision for loan and lease losses totaled $69 million in the third quarter compared to $26 million in the same quarter last year and $60 million in the second quarter of 2005. The allowance for loan and lease losses represents 1.06 percent of total loans and leases outstanding as of September 30, 2005, compared to 1.09 percent last quarter and 1.23 percent 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.

Noninterest Expense

Total noninterest expense moderated considerably from recent trends and increased by $4 million from the second quarter of 2005. Increases in marketing, information technology and bankcard volume related costs were mitigated by reductions in total personnel related expenditures. Fifth Third expects growth in noninterest expenses in future quarters to stabilize around current levels with management focus in light of current revenue trends. Cost savings initiatives will be somewhat mitigated by continued growth in the sales force, occupancy and information technology to improve efficiency, provide greater convenience to our customers and drive

4

deposit and loan growth. Compared to the same quarter last year, total noninterest expense increased by $84 million, or 13 percent, due to the first quarter 2005 acquisition of First National, increased information technology expenditures and significant investments in the sales force and retail distribution network. Fifth Third’s third quarter efficiency ratio was 53.5 percent, compared to 52.2 percent last quarter and 47.0 percent in the third quarter of last year.

Conference Call

Fifth Third will host a conference call to discuss these third quarter financial results at 8:30 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: 1380709#).

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $104.6 billion in assets, operates 19 affiliates with 1,106 full-service Banking Centers, including 125 Bank Mart^® locations open seven days a week inside select grocery stores and 1,996 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 among 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.

#  #  #

5

FIFTH THIRD BANCORP AND SUBSIDIARIES Quarterly Financial Review for September 30, 2005 Table of Contents
Financial Highlights	7-8
Consolidated Statements of Income	9
Consolidated Statements of Income (Taxable Equivalent)	10
Consolidated Balance Sheets	11-12
Consolidated Statements of Changes in Shareholders’ Equity	13
Average Balance Sheet and Yield Analysis	14-16
Summary of Loans and Leases	17
Regulatory Capital	18
Asset Quality	19

6

FIFTH THIRD BANCORP AND SUBSIDIARIES

Financial Highlights

$ in millions, except per share data

(unaudited)

	For the Three Months Ended									% Change				Year to Date						% Change
	September 2005			June 2005			September 2004			Yr/Yr		Seq		September 2005			September 2004			Yr/Yr
Income Statement Data
Net interest income (a)	$	745		$	758		$	766		(3	)%	(2	)%	$	2,262		$	2,296		(1	)%
Noninterest income		622			635			611		2	%	(2	)%		1,864			1,986		(6	)%
Total revenue (a)		1,367			1,393			1,377		(1	)%	(2	)%		4,126			4,282		(4	)%
Provision for loan and lease losses		69			60			26		165	%	15	%		197			203		(3	)%
Noninterest expense		732			728			648		13	%	1	%		2,164			2,038		6	%
Net income		395			417			471		(16	)%	(5	)%		1,217			1,349		(10	)%
Common Share Data
Earnings per share, basic	$	0.71		$	0.75		$	0.84		(15	)%	(5	)%	$	2.19		$	2.40		(9	)%
Earnings per share, diluted		0.71			0.75			0.83		(14	)%	(5	)%		2.18			2.37		(8	)%
Cash dividends per common share		0.38			0.35			0.32		19	%	9	%		1.08			0.96		13	%
Book value per share		16.93			16.82			16.11		5	%	1	%		16.93			16.11		5	%
Dividend payout ratio		53.5	%		46.7	%		38.6	%	39	%	15	%		49.5	%		40.5	%	22	%
Market price per share:
High	$	43.99		$	44.67		$	54.07		(19	)%	(2	)%	$	48.12		$	60.00		(20	)%
Low		36.38			40.24			46.59		(22	)%	(10	)%		36.38			46.59		(22	)%
End of period		36.75			41.17			49.22		(25	)%	(11	)%		36.75			49.22		(25	)%
Common shares outstanding (in thousands)		554,400			555,938			561,113		(1	)%	-			554,400			561,113		(1	)%
Average common shares outstanding (in thousands):
Basic		553,855			553,872			560,335		(1	)%	-			554,687			561,627		(1	)%
Diluted		557,681			558,176			566,543		(2	)%	-			559,158			568,948		(2	)%
Market capitalization	$	20,374		$	22,888		$	27,618		(26	)%	(11	)%	$	20,374		$	27,618		(26	)%
Price/earnings ratio (b)		14.76			15.77			15.68		(6	)%	(6	)%		14.76			15.68		(6	)%
Financial Ratios
Return on average assets		1.51	%		1.63	%		1.95	%	(23	)%	(7	)%		1.59	%		1.91	%	(17	)%
Return on average equity		16.6	%		18.1	%		21.1	%	(21	)%	(8	)%		17.6	%		20.6	%	(15	)%
Noninterest income as a percent of total revenue		46	%		46	%		44	%	5	%	-			45	%		46	%	(2	)%
Average equity as a percent of average assets		9.11	%		8.98	%		9.21	%	(1	)%	1	%		9.04	%		9.28	%	(3	)%
Net interest margin (a)		3.16	%		3.29	%		3.42	%	(8	)%	(4	)%		3.27	%		3.52	%	(7	)%
Efficiency (a)		53.5	%		52.2	%		47.0	%	14	%	2	%		52.4	%		47.6	%	10	%
Effective tax rate		29.2	%		30.1	%		32.1	%	(9	)%	(3	)%		30.1	%		33.0	%	(9	)%
Credit Quality
Net losses charged off	$	65		$	55		$	57		14	%	18	%	$	183		$	186		(2	)%
Net losses charged off as a percent of average loans and leases		0.38	%		0.34	%		0.40	%	(5	)%	12	%		0.37	%		0.45	%	(18	)%
Allowance for loan and lease losses as a percent of loans and leases		1.06	%		1.09	%		1.23	%	(14	)%	(3	)%		1.06	%		1.23	%	(14	)%
Allowance for credit losses as a percent of loans and leases		1.16	%		1.20	%		1.35	%	(14	)%	(3	)%		1.16	%		1.35	%	(14	)%
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.51	%		0.51	%		0.48	%	6	%	-			0.51	%		0.48	%	6	%
Underperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.74	%		0.71	%		0.72	%	3	%	4	%		0.74	%		0.72	%	3	%
Average Balances
Loans and leases, including held for sale	$	68,556		$	66,762		$	57,679		19	%	3	%	$	66,812		$	56,236		19	%
Total securities and other short-term investments		24,915			25,716			31,413		(21	)%	(3	)%		25,578			30,891		(17	)%
Total assets		103,699			102,765			96,212		8	%	1	%		102,501			94,169		9	%
Demand deposits		13,977			13,905			12,537		11	%	1	%		13,791			12,065		14	%
Interest-bearing deposits		50,403			49,858			43,637		16	%	1	%		50,010			43,581		15	%
Short-term borrowings		9,620			9,372			13,274		(28	)%	3	%		9,622			14,322		(33	)%
Long-term debt		16,914			17,049			15,055		12	%	(1	)%		16,528			12,564		32	%
Shareholders’ equity		9,451			9,224			8,861		7	%	2	%		9,262			8,736		6	%
Regulatory Capital Ratios (c)
Tier 1 capital		8.62	%		8.48	%		10.73	%	(20	)%	2	%		8.62	%		10.73	%	(20	)%
Total risk-based capital		10.79	%		10.80	%		12.81	%	(16	)%	-			10.79	%		12.81	%	(16	)%
Tier 1 leverage		7.93	%		7.76	%		9.13	%	(13	)%	2	%		7.93	%		9.13	%	(13	)%
Operations
Banking centers		1,106			1,098			1,005		10	%	1	%		1,106			1,005		10	%
ATMs		1,996			1,994			1,872		7	%	-			1,996			1,872		7	%
Full-time equivalent employees		21,674			21,594			19,061		14	%	-			21,674			19,061		14	%

(a) Presented on a fully taxable equivalent basis

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

(c) Current period regulatory capital ratios are estimates

7

FIFTH THIRD BANCORP AND SUBSIDIARIES

Financial Highlights

$ in millions, except per share data

(unaudited)

	For the Three Months Ended
	September 2005			June 2005			March 2005			December 2004			September 2004
Income Statement Data
Net interest income (a)	$	745		$	758		$	759		$	752		$	766
Noninterest income		622			635			607			479			611
Total revenue (a)		1,367			1,393			1,366			1,231			1,377
Provision for loan and lease losses		69			60			67			65			26
Noninterest expense		732			728			705			935			648
Net income		395			417			405			176			471
Common Share Data
Earnings per share, basic	$	0.71		$	0.75		$	0.73		$	0.31		$	0.84
Earnings per share, diluted		0.71			0.75			0.72			0.31			0.83
Cash dividends per common share		0.38			0.35			0.35			0.35			0.32
Book value per share		16.93			16.82			16.04			16.00			16.11
Dividend payout ratio		53.5	%		46.7	%		48.6	%		112.9	%		38.6	%
Market price per share:
High	$	43.99		$	44.67		$	48.12		$	52.34		$	54.07
Low		36.38			40.24			42.05			45.32			46.59
End of period		36.75			41.17			42.98			47.30			49.22
Common shares outstanding (in thousands)		554,400			555,938			554,055			557,649			561,113
Average common shares outstanding (in thousands):
Basic		553,855			553,872			556,362			560,162			560,335
Diluted		557,681			558,176			561,659			566,108			566,543
Market capitalization	$	20,374		$	22,888		$	23,813		$	26,377		$	27,618
Price/earnings ratio (b)		14.76			15.77			16.22			17.65			15.68
Financial Ratios
Return on average assets		1.51	%		1.63	%		1.62	%		0.72	%		1.95	%
Return on average equity		16.6	%		18.1	%		18.0	%		7.6	%		21.1	%
Noninterest income as a percent of total revenue		46	%		46	%		44	%		39	%		44	%
Average equity as a percent of average assets		9.11	%		8.98	%		9.02	%		9.51	%		9.21	%
Net interest margin (a)		3.16	%		3.29	%		3.38	%		3.35	%		3.42	%
Efficiency (a)		53.5	%		52.2	%		51.6	%		76.0	%		47.0	%
Effective tax rate		29.2	%		30.1	%		30.9	%		20.9	%		32.1	%
Credit Quality
Net losses charged off	$	65		$	55		$	63		$	65		$	57
Net losses charged off as a percent of average loans and leases		0.38	%		0.34	%		0.40	%		0.44	%		0.40	%
Allowance for loan and lease losses as a percent of loans and leases		1.06	%		1.09	%		1.11	%		1.19	%		1.23	%
Allowance for credit losses as a percent of loans and leases		1.16	%		1.20	%		1.21	%		1.31	%		1.35	%
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.51	%		0.51	%		0.53	%		0.51	%		0.48	%
Underperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.74	%		0.71	%		0.73	%		0.74	%		0.72	%
Average Balances
Loans and leases, including held for sale	$	68,556		$	66,762		$	65,076		$	59,440		$	57,679
Total securities and other short-term investments		24,915			25,716			26,119			29,725			31,413
Total assets		103,699			102,765			101,009			97,062			96,212
Demand deposits		13,977			13,905			13,484			13,107			12,537
Interest-bearing deposits		50,403			49,858			49,763			44,879			43,637
Short-term borrowings		9,620			9,372			9,878			11,208			13,274
Long-term debt		16,914			17,049			15,604			15,585			15,055
Shareholders’ equity		9,451			9,224			9,108			9,229			8,861
Regulatory Capital Ratios (c)
Tier 1 capital		8.62	%		8.48	%		8.40	%		10.31	%		10.73	%
Total risk-based capital		10.79	%		10.80	%		10.78	%		12.31	%		12.81	%
Tier 1 leverage		7.93	%		7.76	%		7.62	%		8.89	%		9.13	%
Operations
Banking centers		1,106			1,098			1,092			1,011			1,005
ATMs		1,996			1,994			1,988			1,898			1,872
Full-time equivalent employees		21,674			21,594			21,287			19,659			19,061

(a) Presented on a fully taxable equivalent basis

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

(c) Current period regulatory capital ratios are estimates

8

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Income

$ in millions

(unaudited)

	For the Three Months Ended						% Change				Year to Date				% Change
	September 2005		June 2005		September 2004		Yr/Yr		Seq		September 2005		September 2004		Yr/Yr
Interest Income
Interest and fees on loans and leases	$	1,017	$	936	$	721	41	%	9	%	$	2,821	$	2,072	36	%
Interest on securities:
Taxable		255		268		310	(18	)%	(5	)%		789		925	(15	)%
Exempt from income taxes		10		10		11	(9	)%	-			30		34	(12	)%
Total interest on securities		265		278		321	(17	)%	(5	)%		819		959	(15	)%
Interest on other short-term investments		1		1		1	-		-			3		2	50	%
Total interest income		1,283		1,215		1,043	23	%	6	%		3,643		3,033	20	%
Interest Expense
Interest on deposits:
Interest checking		86		71		47	83	%	21	%		220		118	86	%
Savings		48		35		16	200	%	37	%		109		36	203	%
Money market		37		28		10	270	%	32	%		90		23	291	%
Other time		68		61		39	74	%	11	%		182		117	56	%
Certificates - $100,000 and over		34		29		15	127	%	17	%		89		35	154	%
Foreign office		34		29		12	183	%	17	%		89		39	128	%
Total interest on deposits		307		253		139	121	%	21	%		779		368	112	%
Interest on federal funds purchased		35		29		17	106	%	21	%		89		52	71	%
Interest on short-term bank notes		-		2		5	(100	)%	(100	)%		6		9	(33	)%
Interest on other short-term borrowings		41		34		23	78	%	21	%		102		56	82	%
Interest on long-term debt		163		147		102	60	%	11	%		429		279	54	%
Total interest expense		546		465		286	91	%	17	%		1,405		764	84	%
Net Interest Income		737		750		757	(3	)%	(2	)%		2,238		2,269	(1	)%
Provision for loan and lease losses		69		60		26	165	%	15	%		197		203	(3	)%
Net interest income after provision for loan and lease losses		668		690		731	(9	)%	(3	)%		2,041		2,066	(1	)%
Noninterest Income
Electronic payment processing revenue		187		180		152	23	%	4	%		535		449	19	%
Service charges on deposits		137		132		134	2	%	4	%		390		389	-
Mortgage banking net revenue		45		46		49	(8	)%	(2	)%		132		154	(14	)%
Investment advisory revenue		89		91		88	1	%	(2	)%		269		278	(3	)%
Other noninterest income		145		156		137	6	%	(7	)%		454		545	(17	)%
Operating lease revenue		11		15		35	(69	)%	(27	)%		46		129	(64	)%
Securities gains (losses), net		8		15		16	(50	)%	(47	)%		38		42	(10	)%
Total noninterest income		622		635		611	2	%	(2	)%		1,864		1,986	(6	)%
Noninterest Expense
Salaries, wages and incentives		285		295		252	13	%	(3	)%		846		752	13	%
Employee benefits		70		67		64	9	%	4	%		218		205	6	%
Equipment expense		26		25		22	18	%	4	%		76		61	25	%
Net occupancy expense		54		54		45	20	%	-			162		137	18	%
Operating lease expense		8		10		24	(67	)%	(20	)%		34		94	(64	)%
Other noninterest expense		289		277		241	20	%	4	%		828		789	5	%
Total noninterest expense		732		728		648	13	%	1	%		2,164		2,038	6	%
Income before income taxes		558		597		694	(20	)%	(7	)%		1,741		2,014	(14	)%
Applicable income taxes		163		180		223	(27	)%	(9	)%		524		665	(21	)%
Net income	$	395	$	417	$	471	(16	)%	(5	)%	$	1,217	$	1,349	(10	)%
Net income available to common shareholders (a)	$	395	$	417	$	471	(16	)%	(5	)%	$	1,217	$	1,348	(10	)%

(a) Dividends on preferred stock are $.185 million for all quarters presented and $.555 for all year to date periods presented

9

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Income (Taxable Equivalent)

$ in millions

(unaudited)

	For the Three Months Ended
	September 2005		June 2005		March 2005		December 2004			September 2004
Interest Income
Interest and fees on loans and leases	$	1,017	$	936	$	867	$	775		$	721
Interest on securities:
Taxable		255		268		267		293			310
Exempt from income taxes		10		10		10		11			11
Total interest on securities		265		278		277		304			321
Interest on other short-term investments		1		1		1		2			1
Total interest income		1,283		1,215		1,145		1,081			1,043
Taxable equivalent adjustment		8		8		8		9			9
Total interest income (taxable equivalent)		1,291		1,223		1,153		1,090			1,052
Interest Expense
Interest on deposits:
Interest checking		86		71		63		56			47
Savings		48		35		27		21			16
Money market		37		28		25		16			10
Other time		68		61		52		45			39
Certificates - $100,000 and over		34		29		25		13			15
Foreign office		34		29		27		20			12
Total interest on deposits		307		253		219		171			139
Interest on federal funds purchased		35		29		25		24			17
Interest on short-term bank notes		-		2		5		6			5
Interest on other short-term borrowings		41		34		27		22			23
Interest on long-term debt		163		147		118		115			102
Total interest expense		546		465		394		338			286
Net interest income (taxable equivalent)		745		758		759		752			766
Provision for loan and lease losses		69		60		67		65			26
Net interest income (taxable equivalent) after provision for loan and lease losses		676		698		692		687			740
Noninterest Income
Electronic payment processing revenue		187		180		168		173			152
Service charges on deposits		137		132		121		126			134
Mortgage banking net revenue		45		46		41		24			49
Investment advisory revenue		89		91		90		82			88
Other noninterest income		145		156		153		125			137
Operating lease revenue		11		15		20		27			35
Securities gains (losses), net		8		15		14		(78	)		16
Total noninterest income		622		635		607		479			611
Noninterest Expense
Salaries, wages and incentives		285		295		265		266			252
Employee benefits		70		67		82		56			64
Equipment expense		26		25		25		23			22
Net occupancy expense		54		54		54		48			45
Operating lease expense		8		10		15		20			24
Other noninterest expense		289		277		264		522			241
Total noninterest expense		732		728		705		935			648
Income before income taxes (taxable equivalent)		566		605		594		231			703
Taxable equivalent adjustment		8		8		8		9			9
Income before income taxes		558		597		586		222			694
Applicable income taxes		163		180		181		46			223
Net income	$	395	$	417	$	405	$	176		$	471
Net income available to common shareholders (a)	$	395	$	417	$	404	$	176		$	471

(a) Dividends on preferred stock are $.185 million for all quarters presented

10

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets

$ in millions, except per share data

(unaudited)

	As of									% Change
	September 2005			June 2005			September 2004			Yr/Yr		Annual Seq
Assets
Cash and due from banks	$	3,372		$	2,781		$	2,313		46	%	84	%
Available-for-sale securities (a)		22,537			24,647			31,557		(29	)%	(34	)%
Held-to-maturity securities (b)		332			307			254		31	%	32	%
Trading securities		105			84			81		30	%	99	%
Other short-term investments		113			113			384		(71	)%	-
Loans held for sale		1,237			783			452		174	%	230	%
Portfolio loans and leases:
Commercial loans		18,591			18,013			15,259		22	%	13	%
Construction loans		6,529			6,201			4,448		47	%	21	%
Commercial mortgage loans		9,138			9,091			7,644		20	%	2	%
Commercial lease financing		4,731			4,639			4,558		4	%	8	%
Residential mortgage loans		7,353			7,042			6,481		13	%	18	%
Consumer loans		21,786			20,610			18,638		17	%	23	%
Consumer lease financing		1,910			1,994			2,460		(22	)%	(17	)%
Unearned income		(1,284	)		(1,294	)		(1,452	)	(12	)%	(3	)%
Portfolio loans and leases		68,754			66,296			58,036		18	%	15	%
Allowance for loan and lease losses		(727	)		(722	)		(713	)	2	%	3	%
Portfolio loans and leases, net		68,027			65,574			57,323		19	%	15	%
Bank premises and equipment		1,643			1,581			1,233		33	%	16	%
Operating lease equipment		159			161			394		(60	)%	(5	)%
Accrued interest receivable		482			451			416		16	%	27	%
Goodwill		2,176			2,178			980		122	%	-
Intangible assets		220			231			157		40	%	(19	)%
Servicing rights		417			378			349		19	%	41	%
Other assets		3,788			3,891			2,472		53	%	(11	)%
Total assets	$	104,608		$	103,160		$	98,365		6	%	6	%
Liabilities
Deposits:
Demand	$	14,294		$	14,393		$	12,886		11	%	(3	)%
Interest checking		18,169			18,811			19,362		(6	)%	(14	)%
Savings		10,437			9,653			8,307		26	%	32	%
Money market		5,855			4,732			4,264		37	%	94	%
Other time		8,867			8,513			6,569		35	%	16	%
Certificates - $100,000 and over		4,195			3,986			2,092		101	%	21	%
Foreign office		3,678			3,089			3,380		9	%	76	%
Total deposits		65,495			63,177			56,860		15	%	15	%
Federal funds purchased		3,548			4,523			5,368		(34	)%	(86	)%
Short-term bank notes		-			-			1,275		(100	)%	NM
Other short-term borrowings		6,075			4,972			7,330		(17	)%	88	%
Accrued taxes, interest and expenses		2,136			2,456			2,199		(3	)%	(52	)%
Other liabilities		1,447			1,185			1,165		24	%	88	%
Long-term debt		16,522			17,494			15,128		9	%	(22	)%
Total liabilities		95,223			93,807			89,325		7	%	6	%
Total shareholders’ equity (c)		9,385			9,353			9,040		4	%	1	%
Total liabilities and shareholders’ equity	$	104,608		$	103,160		$	98,365		6	%	6	%
(a) Amortized cost	$	22,993		$	24,814		$	31,751		(28	)%	(29	)%
(b) Market values		332			307			254		31	%	32	%
(c) Common shares, stated value $2.22 per share (in thousands):
Authorized		1,300,000			1,300,000			1,300,000		-		-
Outstanding, excluding treasury		554,400			555,938			561,113		(1	)%	(1	)%
Treasury		29,027			27,489			22,339		30	%	22	%

11

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets

$ in millions, except per share data

(unaudited)

	As of
	September 2005			June 2005			March 2005			December 2004			September 2004
Assets
Cash and due from banks	$	3,372		$	2,781		$	2,420		$	2,561		$	2,313
Available-for-sale securities (a)		22,537			24,647			25,101			24,687			31,557
Held-to-maturity securities (b)		332			307			303			255			254
Trading securities		105			84			128			77			81
Other short-term investments		113			113			1,213			532			384
Loans held for sale		1,237			783			809			559			452
Portfolio loans and leases:
Commercial loans		18,591			18,013			17,500			16,058			15,259
Construction loans		6,529			6,201			5,922			4,726			4,448
Commercial mortgage loans		9,138			9,091			9,048			7,636			7,644
Commercial lease financing		4,731			4,639			4,533			4,634			4,558
Residential mortgage loans		7,353			7,042			7,416			6,988			6,481
Consumer loans		21,786			20,610			19,698			18,923			18,638
Consumer lease financing		1,910			1,994			2,099			2,273			2,460
Unearned income		(1,284	)		(1,294	)		(1,314	)		(1,430	)		(1,452	)
Portfolio loans and leases		68,754			66,296			64,902			59,808			58,036
Allowance for loan and lease losses		(727	)		(722	)		(717	)		(713	)		(713	)
Portfolio loans and leases, net		68,027			65,574			64,185			59,095			57,323
Bank premises and equipment		1,643			1,581			1,529			1,315			1,233
Operating lease equipment		159			161			224			304			394
Accrued interest receivable		482			451			438			397			416
Goodwill		2,176			2,178			2,167			979			980
Intangible assets		220			231			243			150			157
Servicing rights		417			378			378			352			349
Other assets		3,788			3,891			3,575			3,193			2,472
Total assets	$	104,608		$	103,160		$	102,713		$	94,456		$	98,365
Liabilities
Deposits:
Demand	$	14,294		$	14,393		$	13,960		$	13,486		$	12,886
Interest checking		18,169			18,811			19,722			19,481			19,362
Savings		10,437			9,653			9,711			8,310			8,307
Money market		5,855			4,732			4,777			4,321			4,264
Other time		8,867			8,513			8,017			6,837			6,569
Certificates - $100,000 and over		4,195			3,986			3,867			2,121			2,092
Foreign office		3,678			3,089			5,257			3,670			3,380
Total deposits		65,495			63,177			65,311			58,226			56,860
Federal funds purchased		3,548			4,523			2,669			4,714			5,368
Short-term bank notes		-			-			775			775			1,275
Other short-term borrowings		6,075			4,972			4,925			4,537			7,330
Accrued taxes, interest and expenses		2,136			2,456			2,273			2,216			2,199
Other liabilities		1,447			1,185			1,551			1,081			1,165
Long-term debt		16,522			17,494			16,321			13,983			15,128
Total liabilities		95,223			93,807			93,825			85,532			89,325
Total shareholders’ equity (c)		9,385			9,353			8,888			8,924			9,040
Total liabilities and shareholders’ equity	$	104,608		$	103,160		$	102,713		$	94,456		$	98,365
(a) Amortized cost	$	22,993		$	24,814		$	25,558		$	24,801		$	31,751
(b) Market values		332			307			303			255			254
(c) Common shares, stated value $2.22 per share (in thousands):
Authorized		1,300,000			1,300,000			1,300,000			1,300,000			1,300,000
Outstanding, excluding treasury		554,400			555,938			554,055			557,649			561,113
Treasury		29,027			27,489			29,372			25,803			22,339

12

FIFTH THIRD BANCORP AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity

$ in millions

(unaudited)

	For the Three Months Ended						Year to Date
	September 2005			September 2004			September 2005			September 2004
Total shareholders’ equity, beginning	$	9,353		$	8,393		$	8,924		$	8,667
Net income		395			471			1,217			1,349
Other comprehensive income, net of tax:
Change in unrealized gains and (losses):
Available-for-sale securities		(189	)		313			(224	)		(77	)
Qualifying cash flow hedges		7			25			16			(19	)
Change in additional pension liability		-			(2	)		60			(2	)
Comprehensive income		213			807			1,069			1,251
Cash dividends declared:
Common stock		(210	)		(180	)		(599	)		(539	)
Preferred stock (a)		-			-			(1	)		(1	)
Stock-based awards exercised, including treasury shares issued		15			14			55			78
Stock-based compensation expense		16			21			53			63
Loans repaid (issued) related to exercise of stock-based awards, net		3			-			8			(2	)
Change in corporate tax benefit related to stock-based compensation		-			7			15			10
Shares acquired for treasury		(3	)		(20	)		(1,648	)		(804	)
Shares issued in business combination		-			-			1,509			317
Other		(2	)		(2	)		-			-
Total shareholders’ equity, ending	$	9,385		$	9,040		$	9,385		$	9,040

(a) Dividends on preferred stock are $.185 million for all quarters presented and $.555 for all year to date periods

      presented

13

FIFTH THIRD BANCORP AND SUBSIDIARIES

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)

	For the Three Months Ended									% Change
	September 2005			June 2005			September 2004			Yr/Yr		Annual Seq
Assets
Interest-earning assets:
Loans and leases	$	68,556		$	66,762		$	57,679		19	%	11	%
Taxable securities		24,013			24,771			30,241		(21	)%	(12	)%
Tax exempt securities		787			815			890		(12	)%	(14	)%
Other short-term investments		115			130			282		(59	)%	(46	)%
Total interest-earning assets		93,471			92,478			89,092		5	%	4	%
Cash and due from banks		2,742			2,822			2,265		21	%	(11	)%
Other assets		8,207			8,182			5,603		46	%	1	%
Allowance for loan and lease losses		(721	)		(717	)		(748	)	(4	)%	2	%
Total assets	$	103,699		$	102,765		$	96,212		8	%	4	%
Liabilities
Interest-bearing liabilities:
Interest checking	$	18,498		$	19,267		$	19,570		(5	)%	(16	)%
Savings		9,939			9,697			8,212		21	%	10	%
Money market		5,154			4,755			3,542		46	%	33	%
Other time		8,730			8,286			6,539		34	%	21	%
Certificates - $100,000 and over		4,156			3,946			2,459		69	%	21	%
Foreign office		3,925			3,907			3,315		18	%	2	%
Federal funds purchased		4,001			3,952			4,847		(17	)%	5	%
Short-term bank notes		-			230			1,275		(100	)%	(100	)%
Other short-term borrowings		5,619			5,190			7,152		(21	)%	33	%
Long-term debt		16,914			17,049			15,055		12	%	(3	)%
Total interest-bearing liabilities		76,936			76,279			71,966		7	%	3	%
Demand deposits		13,977			13,905			12,537		11	%	2	%
Other liabilities		3,335			3,357			2,848		17	%	(3	)%
Total liabilities		94,248			93,541			87,351		8	%	3	%
Shareholders’ equity		9,451			9,224			8,861		7	%	10	%
Total liabilities and shareholders’ equity	$	103,699		$	102,765		$	96,212		8	%	4	%
Average common shares outstanding (in thousands):
Basic		553,855			553,872			560,335		(1	)%	-
Diluted		557,681			558,176			566,543		(2	)%	-
Yield Analysis
Interest-earning assets:
Loans and leases		5.90	%		5.64	%		4.99	%
Taxable securities		4.22	%		4.33	%		4.08	%
Tax exempt securities		7.42	%		7.29	%		7.56	%
Other short-term investments		3.49	%		3.28	%		1.51	%
Total interest-earning assets		5.48	%		5.30	%		4.70	%
Interest-bearing liabilities:
Interest checking		1.84	%		1.49	%		0.94	%
Savings		1.90	%		1.44	%		0.76	%
Money market		2.82	%		2.37	%		1.11	%
Other time		3.14	%		2.93	%		2.40	%
Certificates-$100,000 and over		3.28	%		2.92	%		2.40	%
Foreign office		3.41	%		2.98	%		1.45	%
Federal funds purchased		3.50	%		2.97	%		1.42	%
Short-term bank notes		-			2.84	%		1.46	%
Other short-term borrowings		2.92	%		2.63	%		1.27	%
Long-term debt		3.80	%		3.46	%		2.71	%
Total interest-bearing liabilities		2.82	%		2.44	%		1.58	%
Ratios:
Net interest margin (taxable equivalent)		3.16	%		3.29	%		3.42	%
Net interest rate spread (taxable equivalent)		2.66	%		2.86	%		3.12	%
Interest-bearing liabilities to interest-earning assets		82.31	%		82.48	%		80.77	%

14

FIFTH THIRD BANCORP AND SUBSIDIARIES

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)

	Year to Date						% Change
	September 2005			September 2004			Yr/Yr
Assets
Interest-earning assets:
Loans and leases	$	66,812		$	56,236		19	%
Taxable securities		24,569			29,696		(17	)%
Tax exempt securities		819			935		(12	)%
Other short-term investments		190			260		(27	)%
Total interest-earning assets		92,390			87,127		6	%
Cash and due from banks		2,728			2,140		27	%
Other assets		8,101			5,625		44	%
Allowance for loan and lease losses		(718	)		(723	)	(1	)%
Total assets	$	102,501		$	94,169		9	%
Liabilities
Interest-bearing liabilities:
Interest checking	$	19,240		$	19,464		(1	)%
Savings		9,660			7,771		24	%
Money market		4,900			3,220		52	%
Other time		8,271			6,049		37	%
Certificates - $100,000 and over		3,883			2,502		55	%
Foreign office		4,056			4,575		(11	)%
Federal funds purchased		4,040			6,238		(35	)%
Short-term bank notes		332			941		(65	)%
Other short-term borrowings		5,250			7,143		(27	)%
Long-term debt		16,528			12,564		32	%
Total interest-bearing liabilities		76,160			70,467		8	%
Demand deposits		13,791			12,065		14	%
Other liabilities		3,288			2,901		13	%
Total liabilities		93,239			85,433		9	%
Shareholders’ equity		9,262			8,736		6	%
Total liabilities and shareholders’ equity	$	102,501		$	94,169		9	%
Average common shares outstanding (in thousands):
Basic		554,687			561,627		(1	)%
Diluted		559,158			568,948		(2	)%
Yield Analysis
Interest-earning assets:
Loans and leases		5.66	%		4.94	%
Taxable securities		4.30	%		4.16	%
Tax exempt securities		7.35	%		7.47	%
Other short-term investments		2.35	%		1.15	%
Total interest-earning assets		5.31	%		4.69	%
Interest-bearing liabilities:
Interest checking		1.53	%		0.81	%
Savings		1.51	%		0.62	%
Money market		2.46	%		0.94	%
Other time		2.94	%		2.59	%
Certificates - $100,000 and over		3.05	%		1.88	%
Foreign office		2.94	%		1.12	%
Federal funds purchased		2.96	%		1.12	%
Short-term bank notes		2.60	%		1.24	%
Other short-term borrowings		2.60	%		1.02	%
Long-term debt		3.47	%		2.98	%
Total interest-bearing liabilities		2.47	%		1.45	%
Ratios:
Net interest margin (taxable equivalent)		3.27	%		3.52	%
Net interest rate spread (taxable equivalent)		2.84	%		3.24	%
Interest-bearing liabilities to interest-earning assets		82.43	%		80.88	%

15

FIFTH THIRD BANCORP AND SUBSIDIARIES

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)

	For the Three Months Ended
	September 2005			June 2005			March 2005			December 2004			September 2004
Assets
Interest-earning assets:
Loans and leases	$	68,556		$	66,762		$	65,076		$	59,440		$	57,679
Taxable securities		24,013			24,771			24,935			28,379			30,241
Tax exempt securities		787			815			856			866			890
Other short-term investments		115			130			328			480			282
Total interest-earning assets		93,471			92,478			91,195			89,165			89,092
Cash and due from banks		2,742			2,822			2,619			2,445			2,265
Other assets		8,207			8,182			7,909			6,171			5,603
Allowance for loan and lease losses		(721	)		(717	)		(714	)		(719	)		(748	)
Total assets	$	103,699		$	102,765		$	101,009		$	97,062		$	96,212
Liabilities
Interest-bearing liabilities:
Interest checking	$	18,498		$	19,267		$	19,972		$	19,345		$	19,570
Savings		9,939			9,697			9,339			8,447			8,212
Money market		5,154			4,755			4,786			4,227			3,542
Other time		8,730			8,286			7,787			6,681			6,539
Certificates - $100,000 and over		4,156			3,946			3,539			2,106			2,459
Foreign office		3,925			3,907			4,340			4,073			3,315
Federal funds purchased		4,001			3,952			4,170			4,880			4,847
Short-term bank notes		-			230			775			1,188			1,275
Other short-term borrowings		5,619			5,190			4,933			5,140			7,152
Long-term debt		16,914			17,049			15,604			15,585			15,055
Total interest-bearing liabilities		76,936			76,279			75,245			71,672			71,966
Demand deposits		13,977			13,905			13,484			13,107			12,537
Other liabilities		3,335			3,357			3,172			3,054			2,848
Total liabilities		94,248			93,541			91,901			87,833			87,351
Shareholders’ equity		9,451			9,224			9,108			9,229			8,861
Total liabilities and shareholders’ equity	$	103,699		$	102,765		$	101,009		$	97,062		$	96,212
Average common shares outstanding (in thousands):
Basic		553,855			553,872			556,362			560,162			560,335
Diluted		557,681			558,176			561,659			566,108			566,543
Yield Analysis
Interest-earning assets:
Loans and leases		5.90	%		5.64	%		5.42	%		5.20	%		4.99	%
Taxable securities		4.22	%		4.33	%		4.34	%		4.11	%		4.08	%
Tax exempt securities		7.42	%		7.29	%		7.36	%		7.37	%		7.56	%
Other short-term investments		3.49	%		3.28	%		1.56	%		2.00	%		1.51	%
Total interest-earning assets		5.48	%		5.30	%		5.13	%		4.86	%		4.70	%
Interest-bearing liabilities:
Interest checking		1.84	%		1.49	%		1.27	%		1.14	%		0.94	%
Savings		1.90	%		1.44	%		1.15	%		1.01	%		0.76	%
Money market		2.82	%		2.37	%		2.14	%		1.53	%		1.11	%
Other time		3.14	%		2.93	%		2.72	%		2.71	%		2.40	%
Certificates - $100,000 and over		3.28	%		2.92	%		2.92	%		2.41	%		2.40	%
Foreign office		3.41	%		2.98	%		2.48	%		1.94	%		1.45	%
Federal funds purchased		3.50	%		2.97	%		2.41	%		1.98	%		1.42	%
Short-term bank notes		-			2.84	%		2.53	%		1.97	%		1.46	%
Other short-term borrowings		2.92	%		2.63	%		2.18	%		1.64	%		1.27	%
Long-term debt		3.80	%		3.46	%		3.10	%		2.93	%		2.71	%
Total interest-bearing liabilities		2.82	%		2.44	%		2.12	%		1.87	%		1.58	%
Ratios:
Net interest margin (taxable equivalent)		3.16	%		3.29	%		3.38	%		3.35	%		3.42	%
Net interest rate spread (taxable equivalent)		2.66	%		2.86	%		3.01	%		2.99	%		3.12	%
Interest-bearing liabilities to interest-earning assets		82.31	%		82.48	%		82.51	%		80.38	%		80.77	%

16

FIFTH THIRD BANCORP AND SUBSIDIARIES

Summary of Loans and Leases

$ in millions

(unaudited)

	For the Three Months Ended
	September 2005		June 2005		March 2005		December 2004		September 2004
Average Loans and Leases (including unearned income)
Commercial:
Commercial loans	$	18,203	$	17,768	$	18,073	$	15,565	$	15,068
Commercial mortgage		9,095		9,042		8,385		7,617		7,582
Commercial construction		5,700		5,467		4,870		4,247		3,963
Commercial leases		3,537		3,436		3,393		3,333		3,300
Subtotal - commercial		36,535		35,713		34,721		30,762		29,913
Consumer:
Consumer mortgage		8,271		8,453		8,417		7,346		6,631
Consumer construction		624		576		468		378		352
Credit card		778		755		830		827		797
Home equity		11,702		11,325		10,929		10,414		10,060
Other consumer loans		8,868		8,089		7,732		7,581		7,647
Consumer leases		1,778		1,851		1,979		2,132		2,279
Subtotal - consumer		32,021		31,049		30,355		28,678		27,766
Total average loans and leases	$	68,556	$	66,762	$	65,076	$	59,440	$	57,679
End of Period Loans and Leases Serviced
Commercial:
Commercial loans	$	18,591	$	18,013	$	17,500	$	16,058	$	15,259
Commercial mortgage		9,138		9,091		9,048		7,636		7,644
Commercial construction		5,880		5,590		5,365		4,348		4,077
Commercial leases		3,619		3,527		3,416		3,426		3,357
Subtotal - commercial		37,228		36,221		35,329		31,468		30,337
Consumer:
Consumer mortgage		7,353		7,042		7,416		6,988		6,481
Consumer construction		649		611		557		378		371
Credit card		805		749		790		843		809
Home equity		11,766		11,521		11,085		10,508		10,243
Other consumer loans		9,215		8,340		7,824		7,572		7,586
Consumer leases		1,738		1,812		1,901		2,051		2,209
Subtotal - consumer		31,526		30,075		29,573		28,340		27,699
Total portfolio loans and leases		68,754		66,296		64,902		59,808		58,036
Loans held for sale		1,237		783		809		559		452
Operating lease equipment		159		161		224		304		394
Loans and Leases Serviced for Others:
Residential mortgage (a)		24,525		24,497		23,341		23,026		23,458
Commercial mortgage (b)		2,095		2,067		2,043		2,045		2,091
Commercial loans (c)		2,528		2,346		2,351		1,941		2,033
Commercial leases (b)		240		269		271		323		220
Consumer loans (d)		972		1,089		1,192		1,298		1,407
Total loans and leases serviced for others		30,360		30,268		29,198		28,633		29,209
Total loans and leases serviced	$	100,510	$	97,508	$	95,133	$	89,304	$	88,091

(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

17

FIFTH THIRD BANCORP AND SUBSIDIARIES

Regulatory Capital (a)

$ in millions

(unaudited)

	As of
	September 2005			June 2005			March 2005			December 2004			September 2004
Tier 1 capital:
Shareholders’ equity	$	9,385		$	9,353		$	8,888		$	8,924		$	9,040
Goodwill and certain other intangibles		(2,396	)		(2,409	)		(2,410	)		(1,129	)		(1,137	)
Unrealized (gains) losses		310			127			314			101			146
Other		724			712			717			626			617
Total tier 1 capital	$	8,023		$	7,783		$	7,509		$	8,522		$	8,666
Total risk-based capital:
Tier 1 capital	$	8,023		$	7,783		$	7,509		$	8,522		$	8,666
Qualifying allowance for credit losses		823			819			809			806			806
Qualifying subordinated notes		1,193			1,312			1,316			848			868
Total risk-based capital	$	10,039		$	9,914		$	9,634		$	10,176		$	10,340
Risk-weighted assets	$	93,074		$	91,791		$	89,401		$	82,633		$	80,749
Ratios:
Average shareholders’ equity to average assets		9.11	%		8.98	%		9.02	%		9.51	%		9.21	%
Regulatory capital:
Tier 1 capital		8.62	%		8.48	%		8.40	%		10.31	%		10.73	%
Total risk-based capital		10.79	%		10.80	%		10.78	%		12.31	%		12.81	%
Tier 1 leverage		7.93	%		7.76	%		7.62	%		8.89	%		9.13	%

(a) Current period regulatory capital data and ratios are estimated

18

FIFTH THIRD BANCORP AND SUBSIDIARIES

Asset Quality

$ in millions

(unaudited)

	For the Three Months Ended
Summary of Credit Loss Experience	September 2005			June 2005			March 2005			December 2004			September 2004
Losses charged off:
Commercial, financial and agricultural loans	$	(24	)	$	(24	)	$	(16	)	$	(19	)	$	(24	)
Real estate - commercial mortgage loans		(5	)		(3	)		(2	)		(7	)		(1	)
Real estate - construction loans		(1	)		-			(1	)		(3	)		-
Real estate - residential mortgage		(3	)		(5	)		(5	)		(4	)		(3	)
Consumer loans		(41	)		(40	)		(42	)		(42	)		(37	)
Commercial lease financing		(1	)		-			(8	)		(3	)		(1	)
Consumer lease financing		(4	)		(4	)		(6	)		(6	)		(6	)
Total losses		(79	)		(76	)		(80	)		(84	)		(72	)
Recoveries of losses previously charged off:
Commercial, financial and agricultural loans		5			6			3			4			3
Real estate - commercial mortgage loans		-			1			1			1			1
Real estate - construction loans		-			-			1			-			-
Real estate - residential mortgage		-			-			-			-			-
Consumer loans		9			12			11			12			9
Commercial lease financing		-			1			-			-			-
Consumer lease financing		1			1			1			2			2
Total recoveries		15			21			17			19			15
Net losses charged off:
Commercial, financial and agricultural loans		(19	)		(18	)		(13	)		(15	)		(21	)
Real estate - commercial mortgage loans		(5	)		(2	)		(1	)		(6	)		-
Real estate - construction loans		(1	)		-			-			(3	)		-
Real estate - residential mortgage		(3	)		(5	)		(5	)		(4	)		(3	)
Consumer loans		(32	)		(28	)		(31	)		(30	)		(28	)
Commercial lease financing		(1	)		1			(8	)		(3	)		(1	)
Consumer lease financing		(3	)		(3	)		(5	)		(4	)		(4	)
Total net losses charged off	$	(64	)	$	(55	)	$	(63	)	$	(65	)	$	(57	)
Allowance for loan and lease losses, beginning	$	722		$	717		$	713		$	713		$	744
Total net losses charged off		(64	)		(55	)		(63	)		(65	)		(57	)
Provision for loan and lease losses		69			60			67			65			26
Allowance for loan and lease losses, ending	$	727		$	722		$	717		$	713		$	713
Reserve for unfunded commitments, beginning	$	71		$	67		$	72		$	72		$	68
Provision for unfunded commitments		(2	)		4			(6	)		-			4
Acquisitions		-			-			1			-			-
Reserve for unfunded commitments, ending	$	69		$	71		$	67		$	72		$	72
Components of allowance for credit losses:
Allowance for loan and lease losses	$	727		$	722		$	717		$	713		$	713
Reserve for unfunded commitments		69			71			67			72			72
Total allowance for credit losses	$	796		$	793		$	784		$	785		$	785
Nonperforming and underperforming assets
Nonaccrual loans and leases (a)	$	285		$	273		$	268		$	228		$	207
Renegotiated loans and leases		1			1			1			1			3
Other assets, including other real estate owned		65			66			74			74			72
Total nonperforming assets		351			340			343			303			282
Ninety days past due loans and leases (a)		156			129			129			142			137
Total underperforming assets	$	507		$	469		$	472		$	445		$	419
Ratios
Net losses charged off as a percent of average loans and leases		0.38	%		0.34	%		0.40	%		0.44	%		0.40	%
Allowance for loan and lease losses as a percent of loans and leases		1.06	%		1.09	%		1.11	%		1.19	%		1.23	%
Allowance for credit losses as a percent of loans and leases		1.16	%		1.20	%		1.21	%		1.31	%		1.35	%
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.51	%		0.51	%		0.53	%		0.51	%		0.48	%
Underperforming assets as a percent of loans, leases and other assets, including other real estate owned		0.74	%		0.71	%		0.73	%		0.74	%		0.72	%

(a) Nonaccrual includes $29 million and Ninety Days Past Due includes $54 million of residential mortgage loans as of September 30, 2005

19

EX-99.2

Exhibit 99.2

October 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
	September 30, 2005		June 30, 2005		March 31, 2005		December 31, 2004		September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003
Ratios (percent)
Return on average assets		1.51		1.63		1.62		0.72		1.95		1.91		1.88		1.93
Return on average equity		16.6		18.1		18.0		7.6		21.1		21.0		19.7		20.1
Average equity as a percent of average assets		9.11		8.98		9.02		9.51		9.21		9.08		9.55		9.61
Net interest margin (a)		3.16		3.29		3.38		3.35		3.42		3.54		3.60		3.54
Efficiency (a)		53.5		52.2		51.6		76.0		47.0		48.8		46.8		49.0
Net losses charged off as a percent of average loans and leases		0.38		0.34		0.40		0.44		0.40		0.43		0.54		0.72
Allowance for loan and lease losses as a percent of loans and leases		1.06		1.09		1.11		1.19		1.23		1.31		1.32		1.33
Allowance for credit losses as a percent of loans and leases		1.16		1.20		1.21		1.31		1.35		1.43		1.45		1.47
Nonperforming assets as a percent of loans, leases and other assets, including OREO		0.51		0.51		0.53		0.51		0.48		0.50		0.57		0.61
Underperforming assets as a percent of loans, leases and other assets, including OREO		0.74		0.71		0.73		0.74		0.72		0.73		0.82		0.89
Allowance for loan and lease losses as a percent of nonperforming assets		207.39		212.17		209.01		235.32		253.29		262.83		231.17		218.85
Allowance for loan and lease losses as a percent of underperforming assets		143.44		153.81		151.87		160.20		170.37		179.20		161.76		150.28
Allowance for credit losses as a percent of nonperforming assets		226.99		232.88		228.64		259.05		278.70		286.87		253.92		242.01
Allowance for credit losses as a percent of underperforming assets		157.00		168.83		166.14		176.36		187.47		195.60		177.67		166.19
Common Share Data
Earnings per share	$	0.71	$	0.75	$	0.73	$	0.31	$	0.84	$	0.80	$	0.76	$	0.78
Earnings per diluted share		0.71		0.75		0.72		0.31		0.83		0.79		0.75		0.77
Cash dividends per common share		0.38		0.35		0.35		0.35		0.32		0.32		0.32		0.29
Book value per share		16.93		16.82		16.04		16.00		16.11		14.97		15.77		15.29
Common shares outstanding, excluding treasury		554,400,091		555,938,071		554,054,749		557,648,989		561,112,890		560,804,042		562,131,643		566,685,301
Market price per share:
High	$	43.99	$	44.67	$	48.12	$	52.34	$	54.07	$	57.00	$	60.00	$	60.01
Low		36.38		40.24		42.05		45.32		46.59		51.13		53.27		55.47
End of period		36.75		41.17		42.98		47.30		49.22		53.78		55.37		59.10
Price/earnings ratio (b)		14.76		15.77		16.22		17.65		15.68		17.75		18.77		20.59
Supplemental Data
Common dividends declared ($ in millions)	$	210	$	195	$	194	$	195	$	180	$	180	$	180	$	164
Full-time equivalent employees		21,674		21,594		21,287		19,659		19,061		18,937		18,583		18,899
Banking centers		1,106		1,098		1,092		1,011		1,005		992		960		952
ATMs		1,996		1,994		1,988		1,898		1,872		1,844		1,827		1,905

(a) Presented on a fully taxable equivalent basis (“FTE”).

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

2

Quarterly Data	Three Months Ended
	September 30, 2005		June 30, 2005		March 31, 2005		December 31, 2004			September 30, 2004		June 30, 2004		March 31, 2004		December 31, 2003
Income Statement ($ in millions)
Interest income (FTE)	$	1,291	$	1,223	$	1,153	$	1,090		$	1,052	$	1,009	$	999	$	998
Interest expense		546		465		394		338			286		238		240		253
Net interest income (FTE)		745		758		759		752			766		771		759		745
Provision for loan and lease losses		69		60		67		65			26		90		87		94
Noninterest income:
Electronic payment processing revenue		187		180		168		173			152		148		148		160
Service charges on deposits		137		132		121		126			134		131		123		125
Mortgage banking net revenue		45		46		41		24			49		61		44		57
Investment advisory revenue		89		91		90		82			88		97		93		85
Other noninterest income		133		144		140		113			126		258		130		104
Operating lease revenue		11		15		20		27			35		44		52		58
Securities gains (losses), net		8		15		14		(78	)		16		-		25		2
Foreign exchange income		12		12		13		12			11		10		11		8
Total noninterest income		622		635		607		479			611		749		626		599
Noninterest expense:
Salaries, wages and incentives		285		295		265		266			252		254		245		244
Employee benefits		70		67		82		56			64		66		76		53
Equipment expense		26		25		25		23			22		19		20		21
Net occupancy expense		54		54		54		48			45		47		46		47
Deposit insurance expense		2		2		2		2			2		6		6		6
Operating lease expense		8		10		15		20			24		32		38		44
Other noninterest expense		287		275		262		520			239		318		217		242
Total noninterest expense		732		728		705		935			648		742		648		657
Income from continuing operations before income taxes (FTE)		566		605		594		231			703		688		650		593
Taxable equivalent adjustment		8		8		8		9			9		9		9		10
Income from continuing operations before income taxes		558		597		586		222			694		679		641		583
Applicable income taxes		163		180		181		46			223		231		211		182
Income from continuing operations		395		417		405		176			471		448		430		401
Income from discontinued operations, net of tax (a)		-		-		-		-			-		-		-		41
Net income		395	$	417	$	405	$	176		$	471	$	448	$	430	$	442
Net income available to common shareholders (b)		395	$	417	$	404	$	176		$	471	$	448	$	430	$	441
Regulatory Capital Data ($ in millions) (c)
Tier 1 capital	$	8,023	$	7,783	$	7,509	$	8,522		$	8,666	$	8,346	$	8,394	$	8,272
Tier 2 capital		2,016		2,131		2,125		1,654			1,674		1,763		1,727		1,824
Total risk-based capital	$	10,039	$	9,914	$	9,634	$	10,176		$	10,340	$	10,109	$	10,121	$	10,096
Total risk-weighted assets	$	93,074	$	91,791	$	89,401	$	82,633		$	80,749	$	78,779	$	76,587	$	74,477
Tier 1 capital ratio		8.62%		8.48%		8.40%		10.31%			10.73%		10.59%		10.96%		11.11%
Total risk-based capital ratio		10.79%		10.80%		10.78%		12.31%			12.81%		12.83%		13.22%		13.56%
Tier 1 leverage ratio		7.93%		7.76%		7.62%		8.89%			9.13%		8.97%		9.23%		9.23%

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

(b) Dividends on preferred stock are $.185 million for all quarters presented.

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

3

Quarterly Data	As of
	September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003
Balance Sheet ($ in millions)
Assets
Cash and due from banks	$	3,372		$	2,781		$	2,420		$	2,561		$	2,313		$	2,358		$	2,012		$	2,359
Available-for-sale securities		22,537			24,647			25,101			24,687			31,557			30,180			30,577			28,999
Held-to-maturity securities		332			307			303			255			254			212			179			135
Trading securities		105			84			128			77			81			97			96			55
Other short-term investments		113			113			1,213			532			384			258			191			268
Total cash and securities		26,459			27,932			29,165			28,112			34,589			33,105			33,055			31,816
Loans held for sale		1,237			783			809			559			452			577			1,661			1,881
Portfolio loans and leases		68,754			66,296			64,902			59,808			58,036			56,679			53,912			52,308
Total loans and leases		69,991			67,079			65,711			60,367			58,488			57,256			55,573			54,189
Allowance for loan and lease losses		(727	)		(722	)		(717	)		(713	)		(713	)		(744	)		(713	)		(697	)
Bank premises and equipment		1,643			1,581			1,529			1,315			1,233			1,168			1,102			1,061
Operating lease equipment		159			161			224			304			394			525			658			767
Accrued interest receivable		482			451			438			397			416			397			412			408
Goodwill		2,176			2,178			2,167			979			980			979			738			738
Intangible assets		220			231			243			150			157			164			155			195
Servicing rights		417			378			378			352			349			358			283			299
Other real estate owned		52			52			60			63			61			54			57			55
Other assets		3,736			3,839			3,515			3,130			2,411			2,420			2,482			2,423
Total assets	$	104,608		$	103,160		$	102,713		$	94,456		$	98,365		$	95,682		$	93,802		$	91,254
Liabilities
Deposits:
Demand	$	14,294		$	14,393		$	13,960		$	13,486		$	12,886		$	13,037		$	12,374		$	12,142
Interest checking		18,169			18,811			19,722			19,481			19,362			19,243			19,376			19,757
Savings		10,437			9,653			9,711			8,310			8,307			7,973			7,391			7,375
Money market		5,855			4,732			4,777			4,321			4,264			2,854			2,995			3,201
Other time		8,867			8,513			8,017			6,837			6,569			6,019			5,978			6,201
Certificates - $100,000 and over		4,195			3,986			3,867			2,121			2,092			2,825			2,569			1,856
Foreign office		3,678			3,089			5,257			3,670			3,380			5,957			4,567			6,563
Total deposits		65,495			63,177			65,311			58,226			56,860			57,908			55,250			57,095
Federal funds purchased		3,548			4,523			2,669			4,714			5,368			3,851			7,501			6,928
Short-term bank notes		-			-			775			775			1,275			1,275			500			500
Other short-term borrowings		6,075			4,972			4,925			4,537			7,330			6,391			7,252			5,742
Other liabilities		3,583			3,641			3,824			3,297			3,364			3,089			3,445			3,259
Long-term debt		16,522			17,494			16,321			13,983			15,128			14,775			10,990			9,063
Total liabilities		95,223			93,807			93,825			85,532			89,325			87,289			84,938			82,587
Shareholders’ Equity
Common and preferred equity		11,038			10,762			10,569			10,507			10,515			10,225			9,989			9,749
Additional minimum pension liability		(4	)		(4	)		(4	)		(64	)		(66	)		(63	)		(63	)		(63	)
Net unrealized (losses) gains:
Available-for-sale securities		(296	)		(107	)		(295	)		(72	)		(125	)		(439	)		154			(49	)
Qualifying cash flow hedges		(17	)		(24	)		(24	)		(33	)		(27	)		(52	)		8			(8	)
Treasury stock, at cost		(1,336	)		(1,274	)		(1,358	)		(1,414	)		(1,257	)		(1,278	)		(1,224	)		(962	)
Total shareholders’ equity	$	9,385		$	9,353		$	8,888		$	8,924		$	9,040		$	8,393		$	8,864		$	8,667
Preferred shares outstanding		9,250			9,250			9,250			9,250			9,250			9,250			9,250			9,250
Common shares outstanding, excluding treasury		554,400,091			555,938,071			554,054,749			557,648,989			561,112,890			560,804,042			562,131,643			566,685,301
Treasury shares held		29,027,013			27,489,033			29,372,355			25,802,702			22,338,801			22,647,649			21,320,048			16,766,390

4

Quarterly Data
	Three Months Ended
	September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003
Average Balance Sheet ($ in millions)
Assets
Interest-earning assets:
Loans and leases	$	68,556		$	66,762		$	65,076		$	59,440		$	57,679		$	56,325		$	54,688		$	53,886
Taxable securities		24,013			24,771			24,935			28,379			30,241			29,987			28,854			28,362
Tax exempt securities		787			815			856			866			890			920			995			1,026
Other short-term investments		115			130			328			480			282			266			231			206
Total interest-earning assets		93,471			92,478			91,195			89,165			89,092			87,498			84,768			83,480
Cash and due from banks		2,742			2,822			2,619			2,445			2,265			2,106			2,046			2,044
Other assets		8,207			8,182			7,909			6,171			5,603			5,447			5,828			5,863
Allowance for loan and lease losses		(721	)		(717	)		(714	)		(719	)		(748	)		(720	)		(699	)		(771	)
Total assets	$	103,699		$	102,765		$	101,009		$	97,062		$	96,212		$	94,331		$	91,943		$	90,616
Liabilities
Interest-bearing liabilities:
Interest checking	$	18,498		$	19,267		$	19,972		$	19,345		$	19,570		$	19,268		$	19,552		$	19,303
Savings		9,939			9,697			9,339			8,447			8,212			7,803			7,294			7,700
Money market		5,154			4,755			4,786			4,227			3,542			2,965			3,149			3,388
Other time		8,730			8,286			7,787			6,681			6,539			5,822			5,780			6,086
Certificates - $100,000 and over		4,156			3,946			3,539			2,106			2,459			2,836			2,213			2,170
Foreign office		3,925			3,907			4,340			4,073			3,315			4,488			5,935			5,606
Federal funds purchased		4,001			3,952			4,170			4,880			4,847			6,689			7,192			7,503
Short-term bank notes		-			230			775			1,188			1,275			1,045			500			87
Other short-term borrowings		5,619			5,190			4,933			5,140			7,152			7,441			6,837			6,664
Long-term debt		16,914			17,049			15,604			15,585			15,055			12,317			10,294			9,149
Total interest-bearing liabilities		76,936			76,279			75,245			71,672			71,966			70,674			68,746			67,656
Demand deposits		13,977			13,905			13,484			13,107			12,537			12,251			11,402			11,460
Other liabilities		3,335			3,357			3,172			3,054			2,848			2,840			3,016			2,792
Total liabilities		94,248			93,541			91,901			87,833			87,351			85,765			83,164			81,908
Shareholders’ equity		9,451			9,224			9,108			9,229			8,861			8,566			8,779			8,708
Total liabilities & shareholders’ equity	$	103,699		$	102,765		$	101,009		$	97,062		$	96,212		$	94,331		$	91,943		$	90,616
Average loans and leases (excluding held for sale)	$	67,539		$	65,649		$	64,269		$	58,714		$	57,160		$	54,960		$	52,927		$	52,402
Average common shares outstanding:
Basic		553,854,684			553,871,720			556,361,533			560,161,550			560,335,242			560,976,289			563,583,277			568,104,211
Diluted		557,681,044			558,176,454			561,658,848			566,107,746			566,543,043			568,715,944			571,612,473			576,881,193

5

Quarterly Data	Three Months Ended
	September 30, 2005			June 30, 2005			March 31, 2005			December 31, 2004			September 30, 2004			June 30, 2004			March 31, 2004			December 31, 2003
Asset Quality ($ in millions)
Nonaccrual loans and leases	$	285		$	273		$	268		$	228		$	207		$	216		$	233		$	242
Renegotiated loans and leases		1			1			1			1			3			3			1			8
Other assets, including other real estate owned		65			66			74			74			72			64			74			69
Total nonperforming assets		351			340			343			303			282			283			308			319
Ninety days past due loans and leases		156			129			129			142			137			132			133			145
Total underperforming assets	$	507		$	469		$	472		$	445		$	419		$	415		$	441		$	464
End of Period Loans and Leases ($ in millions) (net of unearned discount)
Commercial:
Commercial loans		18,596			18,017			17,501			16,058			15,271			15,276			14,548			14,226
Commercial mortgage		9,138			9,091			9,048			7,636			7,644			7,541			7,197			6,894
Commercial construction		5,880			5,590			5,365			4,348			4,077			3,768			3,493			3,301
Commercial leases		3,619			3,537			3,416			3,426			3,357			3,275			3,350			3,264
Subtotal - commercial		37,233			36,235			35,330			31,468			30,349			29,860			28,588			27,685
Consumer:
Consumer mortgage		8,564			7,808			8,208			7,533			6,912			6,416			5,811			5,530
Consumer construction		649			611			557			378			371			340			327			335
Credit card		805			749			790			843			809			779			757			762
Home equity		11,766			11,521			11,101			10,522			10,253			9,849			9,305			8,993
Other consumer loans		9,236			8,343			7,824			7,572			7,585			7,675			8,417			8,436
Consumer leases		1,738			1,812			1,901			2,051			2,209			2,337			2,368			2,448
Subtotal - consumer		32,758			30,844			30,381			28,899			28,139			27,396			26,985			26,504
Total loans and leases	$	69,991		$	67,079		$	65,711		$	60,367		$	58,488		$	57,256		$	55,573		$	54,189
Average Loans and Leases ($ in millions) (net of unearned discount)
Commercial:
Commercial loans		18,203			17,768			18,073			15,565			15,068			14,724			14,266			13,999
Commercial mortgage		9,095			9,042			8,385			7,617			7,582			7,327			7,034			6,708
Commercial construction		5,700			5,467			4,870			4,247			3,963			3,598			3,414			3,209
Commercial leases		3,537			3,436			3,393			3,333			3,300			3,306			3,241			3,177
Subtotal - commercial		36,535			35,713			34,721			30,762			29,913			28,955			27,955			27,093
Consumer:
Consumer mortgage		8,271			8,453			8,417			7,346			6,631			6,173			5,654			5,927
Consumer construction		624			576			468			378			352			326			332			338
Credit card		778			755			830			827			797			767			758			642
Home equity		11,702			11,325			10,929			10,414			10,060			9,563			9,143			8,881
Other consumer loans		8,868			8,089			7,732			7,581			7,647			8,181			8,429			8,486
Consumer leases		1,778			1,851			1,979			2,132			2,279			2,360			2,417			2,519
Subtotal - consumer		32,021			31,049			30,355			28,678			27,766			27,370			26,733			26,793
Total loans and leases	$	68,556		$	66,762		$	65,076		$	59,440		$	57,679		$	56,325		$	54,688		$	53,886
Nonperforming Loans ($ in millions) (non-accrual plus renegotiated)
Commercial construction loans	$	29		$	24		$	23		$	13		$	11		$	14		$	23		$	19
Commercial mortgage		53			56			56			51			51			47			48			42
Commercial loans and leases		140			132			132			111			99			107			111			136
Consumer mortgage and construction		31			25			24			24			22			23			25			26
Other consumer loans and leases		33			37			34			30			27			28			27			27
Total nonperforming loans	$	286		$	274		$	269		$	229		$	210		$	219		$	234		$	250
Credit Charge-Offs ($ in millions)
Gross charge-offs	$	(79	)	$	(76	)	$	(80	)	$	(84	)	$	(72	)	$	(76	)	$	(88	)	$	(115	)
Recoveries		15			21			17			19			15			17			17			19
Net losses charged off	$	(64	)	$	(55	)	$	(63	)	$	(65	)	$	(57	)	$	(59	)	$	(71	)	$	(96	)

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