Fifth Third Bank | All Rights Reserved

Fifth Third / Advent

Processing Transaction

Supplemental Information

March 30, 2009

Exhibit 99.2

2

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Fifth Third Bank | All Rights Reserved

Joint venture valuation

Key transaction attributes

•

$2.35

billion

enterprise

value

made

up

of

$1.1

billion

of

equity

value*

and $1.25 billion senior secured note

–

Equity valuation of $1.1 billion*

–

$561 million cash payment related to Advent’s 51% stake in

Fifth Third Processing Solutions, LLC and put rights

–

Fifth Third Bank (OH) retains 49% ownership in Fifth Third

Processing Solutions, LLC with warrants to acquire incremental

economic interest in LLC

–

Fifth Third Processing Solutions, LLC will have $1.25 billion seven-

year, senior secured note payable to Fifth Third subsidiaries

bearing 9.5% interest

–

The agreement is subject to certain potential purchase price

adjustments

•

Expected costs related to build out of infrastructure for LLC included as

additional book basis in business

•

Agreement related to transition services will generate revenue that is

expected to offset expenses retained by Fifth Third currently allocated

to the processing business

•

Buyer will have right to sell its interest in the processing business to

Fifth Third under certain conditions

•

This joint venture transaction would increase Fifth Third Bancorp’s

12/31/2008 tangible common equity and Tier 1 capital by approximately

$1.2B, and its common equity by approximately $950 million on a pro

forma basis

Enterprise value components

$1.10

$1.25

$144.0 mm

(13%)

$210.4 mm

(19%)

Equity value*

Enterprise Value

Note payable to

Fifth Third Bank

subsidiaries

$2.35*

billion

* Before Fifth Third’s valuation of warrants, put

rights, and minority interest discounts expected to

reduce its implied valuation of the business by an

estimated $50 million.

3

Fifth Third Bank | All Rights Reserved

Formation of Fifth Third Processing Solutions, LLC

Creation of Processing Business LLC

Pre-transaction structure

Fifth Third

Bancorp

Fifth Third Bank

(OH)

Fifth Third

processing and

credit card

business

Fifth Third

Bancorp

Fifth Third

Processing

Solutions,

LLC

Fifth Third

processing

business

Fifth Third Bank

(OH)

Overview / actions

Overview / actions

•

At formation, Fifth Third Processing Solutions, LLC will be

an indirect wholly-owned subsidiary of Fifth Third Bank

(OH)

•

Fifth Third Bank (OH) will contribute the net assets of the

processing business to subsidiary of the LLC

•

The processing business is currently part of Fifth Third

Bank (OH) and contains merchant processing and financial

institutions activities

•

Part of SEC reporting segment, “Fifth Third Processing

Solutions,”

which includes other activities primarily related

to credit card issuance

Credit card

business

Note: Transaction diagrams exclude certain pass-through and other non-operating entities that may be part of final legal structure.

4

Fifth Third Bank | All Rights Reserved

Transaction structure

Transaction

Capitalization of Fifth Third Processing Solutions, LLC

Overview / actions

Overview / actions

•

Fifth Third Bank sells 51 percent of Fifth Third Processing

Solutions, LLC to Advent, with Advent paying cash for their

interest and put rights

•

Fifth Third Processing Solutions, LLC is deconsolidated

•

Post-transaction, Fifth Third and Advent own a 49% and 51%

stake in Fifth Third Processing Solutions, LLC, respectively

•

Assets are contributed to Fifth Third Processing Solutions, LLC,

subject

to

a

senior

note

payable

to

subsidiary

of

Fifth

Third

in

the

amount of $1.25 billion to create appropriate and sustainable

leverage; secured by assets of LLC

Fifth Third

Bancorp

Fifth Third Bank

(OH)

Advent

Fifth Third

Processing

Solutions, LLC

$1.25B

note payable

to Fifth Third

subsidiary

$561MM cash

Fifth Third

Bancorp

Fifth Third Bank

(OH)

Advent

Fifth Third

Processing

Solutions, LLC

49%

Ownership

51%

Ownership

Note: Transaction diagrams exclude certain pass-through and other non-operating entities that may be part of final legal structure.

5

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Fifth Third Bank | All Rights Reserved

Selected comparable companies

Note:

Sources:

FactSet

Research,

Bloomberg,

Wall

Street

Research,

company

filings,

and

other

publicly

available

information.

Data

as

of

March

25,

2009.

2008 numbers based on company filings for companies that have reported earnings. Financials exclude one-time charges.

(1)

2008A EBITDA of $282 million and 2008A net revenue of $694 million. Enterprise value  based on $2.35 billion less Fifth Third’s estimated valuation

adjustments of $50 million.

•

Transaction multiples represent a premium to current market multiples

•

Retention of 49% ownership allows further sharing in upside potential of the joint venture

2008

EBITDA

Net revenue

Payment processing and bank outsourcing comparable companies

Mean

6.8x

1.8x

Median

7.1x

1.8x

Fifth Third processing business transaction

8.2x

3.3x

6

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Fifth Third Bank | All Rights Reserved

Estimated impact of transaction -

capital

Note:

Estimates subject to change. Assumes 37% marginal tax rate. Assumes book deconsolidation for 51% sale. Write-up of remaining stake in Fifth Third Processing Solutions, LLC

based on sale price.

(1)

Current ratios as of 4Q08. Tangible common equity ratio of 4.23%

at 12/31/2008 excluded unrealized gains on securities of $98 million (TCE ratio including gains 4.31%).

Tier

1 capital was $11.9 billion on 12/31/08. Tangible assets and risk-weighted assets at 12/31/2008 were $116.9 billion and $112.6 billion, respectively.

(2)

Basis point changes shown relative to 4Q08 ratios.

(3)

Enterprise value based on $2.35 billion less Fifth Third’s estimated valuation adjustments of $50 million.

(4)

Estimated $600 million book basis (including $210 million in goodwill) and estimated $390 million tax basis for Fifth Third Processing Solutions, LLC.

(5)

Total enterprise value less book basis.

(6)

Includes one-time costs of estimated $45 million.

12/31/08

Capital

Pro forma

Capital Ratios

TCE / TA

4.23%

94 bps

5.17%

TE / TA

7.86%

90 bps

8.76%

Tier 1 risk-based

10.59%

90 bps

11.49%

Tier 1 leverage

10.27%

88 bps

11.15%

Total RBC

14.78%

85 bps

15.63%

Components of estimated gain calculation ($ in millions)

Enterprise value

$2,300

Book basis

600

Pre-tax gain

1,700

After-tax gain / increase in common equity

$7,836

950

$8,786

Increase in tangible common equity

5,043

1,160

6,203

Increase in Tier 1 capital

11,924

1,160

13,084

Estimates

(1)

(2)

(1)

(2)

(3)

(5)

(4)

(6)

(6)

(6)

7

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Fifth Third Bank | All Rights Reserved

Estimated impact of transaction -

earnings

Notes: 

Assumes 37% effective tax rate.

(1)

2008 net income of business being sold.

(2)

Amortizable embedded basis difference assumed to be $1.3 billion, amortized straight-line over 7 years.

(3)

Interest on note payable to a subsidiary of Fifth Third at yield

of

9.5%.

(4)

Net cash proceeds after tax used to repay debt at assumed 0.25% rate for

illustrative

purposes.

(5)

Dilution to earnings per share excluding amortization of intangibles of $57 million.

Historical

2008

($ in millions)

Net income of processing business

(1)

($162)

After-tax pro forma adjustments

Income from 49% retained interest in LLC

$43

Amortization of embedded basis difference

(2)

(57)

Interest income on note to Fifth Third

(3)

75

Earnings on cash proceeds

(4)

1

Total after-tax adjustments

$62

Pro forma earnings dilution

($100)

2008 period end shares

577,387

Pro forma EPS dilution ($ / Share)

($0.17)

Pro forma EPS dilution excluding intangibles amortization

(5)

($0.07)

Memoranda

Net income of processing business

$162

Interest expense on note to Fifth Third

75

Total pro forma net income of LLC

$87

Net income allocated to Fifth Third (49%)

43

8

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Fifth Third Bank | All Rights Reserved

Reconciliation to segment reporting

Notes:

(1)

Primarily related to elimination of inter-company communications expense

(2)

Fifth Third Bancorp segment reporting methodology and Fifth Third Processing Solutions, LLC reporting methodology may differ in certain items between revenue and expenses

(3)

Primarily related to credit card business

•

Note: segment results related to retained businesses (primarily credit cards) do not

include revenue and earnings recognized in other segments, primarily the Retail segment

Segment

results 2008

10-K

Adjustments

(1)

Pro forma

processing

business

Processing

LLC

(2)

Retained

businesses

(3)

Total Noninterest Income

842,722

(18,994)

823,728

693,728

130,000

Total Operating Expenses

553,622

(26,407)

527,215

432,252

94,963

Income from Operations

289,100

7,414

296,514

261,476

35,037

NII After Provision

(8,785)

4,978

(3,807)

(6,513)

2,706

Income before Tax

280,315

12,392

292,707

254,963

37,743

9

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Fifth Third Bank | All Rights Reserved

Advent –

Significant financial services experience

One of the world’s leading global buyout firms

•

Since inception in 1984, Advent has raised $24 billion (€18 billion) in private equity capital and, through its buyout programs,

has completed more than 250 transactions valued at over $40 billion (€27 billion) in 40 countries

•

115 investment professionals across western and central Europe, North America, Latin America and Asia

•

Focus on international buyouts, strategic restructuring opportunities and growth buyouts in core sectors, including global

payments and transaction processing (9 recent investments)

•

Brokerage & trading

•

Risk management

•

Asset management

•

Depository

institutions

•

Debt collections

•

Core processing

•

Insurance brokerage

•

Policy origination &

processing

•

Warranty services

•

Money transfer

•

Merchant acquiring

•

Credit card

processing

•

Claims processing

•

Document mgmt

•

Legal support

services

•

Subscription-based

consulting services

•

Data analytics

•

Database services

Securities & Inv. Mgmt.

Banking /

Financial Svcs

Insurance Services

Payments

Information Services

BPO

MONEXT

10

©

Fifth Third Bank | All Rights Reserved

Cautionary statement

This report may contain forward-looking statements about Fifth Third Bancorp and/or the LLC 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

report

may

contain

certain

forward-looking

statements

with

respect

to

the

financial

condition,

results

of

operations,

plans,

objectives,

future

performance

and

business

of

Fifth

Third

Bancorp

and/or

the

LLC

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) general economic conditions and weakening in the economy, specifically the real estate market, either national or in

the

states

in

which

Fifth

Third,

and/or

the

LLC

do

business,

are

less

favorable

than

expected;

(2)

deteriorating

credit

quality;

(3)

political

developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (4) changes in

the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale volumes, charge-offs and loan

loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of funding and liquidity; (7) maintaining

capital requirements may limit Fifth Third’s operations and potential growth; (8) changes and trends in capital markets; (9) problems

encountered by larger or similar financial institutions may adversely affect the banking industry and/or Fifth Third (10) competitive

pressures

among

depository

institutions

increase

significantly;

(11)

effects

of

critical

accounting

policies

and

judgments;

(12)

changes

in

accounting policies or procedures as may be required by the Financial Accounting Standards Board (FASB) or other regulatory agencies;

(13) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, and/or the LLC or the businesses in

which these entities are engaged; (14) ability to maintain favorable ratings from rating agencies; (15) fluctuation of Fifth Third’s stock price;

(16) ability to attract and retain key personnel; (17) ability to receive dividends from its subsidiaries; (18) potentially dilutive effect of future

acquisitions on current shareholders' ownership of Fifth Third; (19) effects of accounting or financial results of one or more acquired

entities; (20) difficulties in separating the operations of the LLC; (21) lower than expected gains related to sale of businesses; (22) loss of

income from the sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (23) failure to

consummate

the

transaction

described

herein;

(24)

ability

to

secure

confidential

information

through

the

use

of

computer

systems

and

telecommunications

networks;

and

(25)

the

impact

of

reputational

risk

created

by

these

developments

on

such

matters

as

business

generation and retention, funding and liquidity. Fifth Third undertakes no obligation to release revisions to these forward-looking

statements or reflect events or circumstances after the date of this report.