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): June 4, 2009

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))

FORWARD-LOOKING STATEMENTS

This report contains statements about Fifth Third Bancorp (“Fifth Third”) that we believe are “forward-looking statements” 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. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to those described in the risk factors set forth in our most recent Annual Report on Form 10-K and our most recent Quarterly Report on Form 10-Q. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

There are a number of important factors that could cause our 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 nationally or in the states in which Fifth Third, one or more acquired entities and/or the combined company 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) our ability to maintain required capital levels and adequate sources of funding and liquidity; (7) maintaining capital requirements may limit our 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, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company 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 combining the operations of acquired entities; (21) lower than expected gains related to any potential sale of businesses; (22) failure to consummate the sale of a majority interest in Fifth Third’s merchant acquiring and financial institutions processing businesses (the “Processing Business”) or difficulties in separating the Processing Business from Fifth Third; (23) loss of income from any potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (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.

You should refer to our periodic and current reports filed with the SEC for further information on other factors which could cause actual results to be significantly different from those

expressed or implied by these forward-looking statements. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Item 8.01 Other Events

On June 4, 2009, Fifth Third Bancorp (the “Company”) issued a press release announcing the increase of the aggregate gross sales amount of its Common Shares, no par value (“Common Shares”), to be sold pursuant to its previously announced “at the market” offering, and filed an addendum to its previously filed prospectus supplement to its existing automatic shelf registration statement on file with the Securities and Exchange Commission (the “Commission”) in connection with the increase of the offering. The press release also announced that the Company had completed this offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

Common Shares issued under the program will be sold pursuant to an Equity Distribution Agreement, dated May 20, 2009, with Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith incorporated, which was amended by an Amendment No. 1 to the Equity Distribution Agreement, dated June 4, 2009 (the “Amendment” and, with the Equity Distribution Agreement as amended by the Amendment, the “Agreement”). The sole purpose of the Amendment was to increase the aggregate offering price of the Common Shares that may be offered and sold pursuant to the Agreement from $750,000,000 to $1,000,000,000.

Further details regarding the terms of the Agreement are set forth in the Company’s Current Report on Form 8-K that was filed with the Commission on May 20, 2009, which is incorporated herein by reference.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company’s Registration Statement and are incorporated therein by reference.

Also on June 4, 2009, the Company announced that it has amended its filings with the Securities and Exchange Commission and its Offer to Exchange relating to its previously announced offer to exchange shares of its common stock and cash for any and all of its outstanding Depositary Shares each representing a 1/250th interest in a share of 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G (CUSIP No. 316773209). The Company has increased the cash consideration being offered for each set of 250 validly tendered and accepted Depositary Shares from $7,500 to $8,250, such that the maximum cash consideration payable in the Offer to Exchange is increasing from $332,250,000 to $365,475,000. A copy of this press release is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits:

5.1	Opinion of Paul L. Reynolds, Esq. as to the validity of the common shares to be issued pursuant to the equity distribution program.
23.1	Consent of Paul L. Reynolds, Esq. (included in Exhibit 5.1).

99.1.	Amendment No. 1, dated June 4, 2009, to Equity Distribution Agreement dated May 20, 2009 between Fifth Third, Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
99.2	Press release dated June 4, 2009 relating to the Company’s equity offering
99.3	Press release dated June 4, 2009 relating to the Company’s exchange offer

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)
June 4, 2009	/s/    ROSS J. KARI
	Ross J. Kari
	Executive Vice President and Chief Financial Officer

EX-5.1

EXHIBIT 5.1

FIFTH THIRD BANCORP

Fifth Third Center

Cincinnati, Ohio 45263

June 4, 2009

Fifth Third Bancorp

38 Fountain Square Plaza

Cincinnati, Ohio 45263

RE: Issuance of up to $1,000,000,000 Aggregate Gross Sales Price of

Common Shares of Fifth Third Bancorp

Ladies and Gentlemen:

I have acted as counsel to Fifth Third Bancorp, an Ohio corporation (“Company”), in connection with a Registration Statement on Form S-3 (Registration No. 333-141560) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) relating to the offering and sale from time to time of the Company’s common shares, no par value (the “Common Shares”) having an aggregate gross sales price of up to $1,000,000,000 (the “Shares”), by Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agents and/or principals (the “Managers”), pursuant to the Equity Distribution Agreement, dated May 20, 2009, as amended by Amendment No. 1 to the Equity Distribution Agreement dated as of June 4, 2009 (together, the “Distribution Agreement”), between the Company and the Managers.

The Common Shares may be issued and sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and any supplements thereto.

I have examined such documents, including the resolutions of the Board of Directors of the Company (together, the “Resolutions”), and have reviewed such questions of law, as I have considered necessary and appropriate for the purposes of the opinions set forth below. In rendering the opinions set forth below, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies.

I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to this opinion, I have relied upon certificates of officers of the Company and of public officials. Capitalized terms used

herein and not otherwise defined herein shall have the meanings assigned to them in each form incorporated by reference as exhibits to the Registration Statement.

On the basis of the foregoing, I express the opinion that, when issued, delivered and paid for in accordance with the terms of the Distribution Agreement, the Shares will be validly issued, fully paid and non-assessable.

In rendering the opinions set forth above, I have assumed that, at the time of the delivery of the Shares, the Resolutions referred to above will not have been modified or rescinded, there will not have occurred any change in the law affecting the authorization, execution, delivery, validity or enforceability of the Shares, the Registration Statement will continue to be effective, none of the particular terms of the Shares will violate any applicable law and neither the issuance and sale thereof nor the compliance by the Company with the terms thereof will result in a violation of any agreement or instrument then binding upon the Company or any order of any court or governmental body having jurisdiction over the Company.

The opinions expressed above are limited to the laws of the State of Ohio and the federal laws of the United States of America.

I hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto.

Very truly yours,
FIFTH THIRD BANCORP
By:	/s/    PAUL L. REYNOLDS
	Paul L. Reynolds, General Counsel

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EX-99.1

EXHIBIT 99.1

FIFTH THIRD BANCORP

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

June 4, 2009

To Morgan Stanley & Co. Incorporated and

Merrill Lynch, Pierce, Fenner & Smith Incorporated

c/o Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

Ladies and Gentlemen:

Reference is hereby made to that certain Equity Distribution Agreement, dated May 20, 2009 (the “Equity Distribution Agreement”), between Fifth Third Bancorp, an Ohio corporation (the “Company”), and Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agents and/or principals (the “Managers”).

Pursuant to the Equity Distribution Agreement, the Company proposed to issue and sell through or to the Managers, as sales agents and/or principals, on the terms set forth in the Equity Distribution Agreement, its common shares, no par value, having an aggregate gross sales price of up to $750,000,000 (the “Aggregate Limit”). The Company and the Managers agree that the Equity Distribution Agreement be hereby amended to increase the Aggregate Limit to $1,000,000,000 for any and all purposes under the Equity Distribution Agreement.

Except for the foregoing amendment, the other provisions of the Equity Distribution Agreement will continue to be in full force and effect. Paragraphs 11, 12, 13, 14 and 15 of the Equity Distribution Agreement are incorporated into this Amendment No. 1 to the Equity Distribution Agreement mutatis mutandis.

If the foregoing accurately reflects your understanding and agreement, please acknowledge the same in the space provided below and return an executed copy of this Amendment No. 1 to the Equity Distribution Agreement to us at your convenience.

*         *         *

Very truly yours, Fifth Third Bancorp
By:	/s/    ROSS J. KARI
	Name:	Ross J. Kari
	Title:	Executive Vice President and Chief Financial officer

Accepted as of the date first written above
Morgan Stanley & Co. Incorporated
By:	/s/ KENNETH G. POTT
	Name: Kenneth G. Pott
	Title: Managing Director

Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:	/s/ MICHAEL O’GRADY
	Name: Michael O’Grady
	Title: Managing Director

EX-99.2

EXHIBIT 99.2

		News Release
CONTACTS:	Jim Eglseder (Investors) (513) 534-8424 Jeff Richardson (Investors) (513) 534-0983 Stephanie Honan (Media) (513) 534-6957	FOR IMMEDIATE RELEASE               June 4, 2009

FIFTH THIRD COMPLETES $1 BILLION COMMON STOCK OFFERING

• OFFERING PROCEEDS OF $1 BILLION SUBSTANTIALLY FULFILLS $1.1 BILLION SCAP COMMON EQUITY REQUIREMENT AND POSITIONS FIFTH THIRD FOR REPAYMENT OF TREASURY INVESTMENT

• PLANNED ACTIONS TO FURTHER INCREASE TIER 1 COMMON EQUITY REMAIN UNDERWAY

Fifth Third Bancorp (“Fifth Third;” Nasdaq: FITB) today announced the successful completion of its previously announced “at the market” common equity offering program. The program was increased in size from $750 million to $1 billion and has been completed. Through this offering, Fifth Third will have issued 157,955,960 shares at an average price of $6.33 per share.

The net proceeds from the offering will be available for general corporate purposes. These purposes would include funding the cash premium portion of our pending tender offer for Series G depositary shares as well as the future repayment of the preferred stock and warrants we issued to the U.S. Department of Treasury as part of the Capital Purchase Program, subject to consultation with and approval from regulatory authorities.

As previously announced, Fifth Third has committed to increase its Tier 1 common equity by $1.1 billion as a result of the Supervisory Capital Assessment Program (“SCAP”) announced May 7, 2009. We believe the completed $1.0 billion common equity offering, combined with actions on other capital alternatives that remain available to us, could potentially generate approximately $2 billion in aggregate Tier 1 common equity, which would more than satisfy the SCAP required buffer. We also continue to expect $1.2 billion in additional Tier 1 common equity from our pending processing joint venture transaction with Advent International, which is expected to close in the second quarter of 2009.

“We are pleased to have demonstrated strong access to the public common equity markets through a successful completion of this transaction,” said Kevin T. Kabat, Chairman, President and CEO of Fifth Third Bancorp. “This offering largely fulfills our commitment under the SCAP assessment. We continue to pursue options we’ve discussed to generate Tier 1 common equity. The combined effect of these actions will significantly enhance our Tier 1 common equity ratio and other capital ratios and place our capital levels at very strong levels, relative to our targets and to industry peers. Upon completion of these transactions, the establishment of the Tier 1 common equity buffer, and meeting other requirements under the Capital Purchase Program, we

intend to consult with our regulators to devise a plan and timeline for the repayment of the CPP preferred stock investment.”

Morgan Stanley and Merrill Lynch & Co. acted as joint agents in connection with the equity offering.

Fifth Third has filed a registration statement (including a prospectus) with the SEC for the common stock offering described in this communication. Before you invest, you should read the prospectus in that registration statement and other documents Fifth Third has filed with the SEC for more complete information about us and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Fifth Third or the sales agents will arrange to send you the prospectus if you request it by contacting Morgan Stanley at (866) 718-1649 (or by e-mail at prospectus@morganstanley.com) or Merrill Lynch & Co. at (888) 803-9655 (or by mail at Merrill Lynch & Co., 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department).

This press release is not an offer to sell or purchase or a solicitation of acceptance of an offer to sell or purchase, which may be made only pursuant to the terms of the prospectus.

General Information

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of March 31, 2009, the Company had $119 billion in assets, operates 16 affiliates with 1,311 full-service Banking Centers, including 95 Bank Mart^® locations open seven days a week inside select grocery stores and 2,354 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates five main businesses: Commercial Banking, Branch Banking, Consumer Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2009, has $166 billion in assets under care, of which it managed $23 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® National Global Select Market under the symbol “FITB.”

Forward-Looking Statements

This news release contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K and our most recent quarterly report on Form 10-Q. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

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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 nationally or in the states in which Fifth Third, one or more acquired entities and/or the combined company 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, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company 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 combining the operations of acquired entities; (21) lower than expected gains related to any potential sale of businesses; (22) failure to consummate the sale of a majority interest in Fifth Third’s merchant acquiring and financial institutions processing businesses (the “Processing Business”) or difficulties in separating the Processing Business from Fifth Third; (23) loss of income from any potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (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.

You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further information on other factors which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.

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EX-99.3

EXHIBIT 99.3

		News Release
CONTACTS:	Jim Eglseder (Investors) (513) 534-8424 Jeff Richardson (Investors) (513) 534-0983 Debra DeCourcy, APR (Media) (513) 534-4153	FOR IMMEDIATE RELEASE               June 4, 2009

FIFTH THIRD AMENDS EXCHANGE OFFER

Fifth Third Bancorp (“Fifth Third;” Nasdaq: FITB) today announced that it has amended its filings with the Securities and Exchange Commission relating to its previously announced offer to exchange shares of its common stock and cash for any and all of its outstanding Depositary Shares each representing a 1/250th interest in a share of 8.50% Non-Cumulative Perpetual Convertible Preferred Stock, Series G (CUSIP No. 316773209). The Company has increased the cash consideration being offered for each set of 250 validly tendered and accepted Depositary Shares from $7,500 to $8,250, such that the maximum cash consideration payable in the Offer to Exchange is increasing from $332,250,000 to $365,475,000. Other than the changes discussed herein, the material terms of the exchange offer, including the current expiration date of the offer, remain unchanged.

The exchange offer for the Depositary Shares will expire on June 17, 2009. The exchange offer is being made pursuant to an Offer to Exchange and related letter of transmittal, copies of which, including all amendments and supplements, may be obtained without charge from the Information Agent for the exchange offer, D.F. King & Co., Inc., who may be reached toll-free at (800) 207-3158 or banks, brokers and foreign holders can call collect at (212) 269-5550. The Offer to Exchange and other related documents have also be filed with the Securities and Exchange Commission on Schedule TO and may be obtained for free at the Commission’s web site, http://www.sec.gov. The exchange offer is subject to the satisfaction of certain conditions. Holders of depositary shares are urged to read the Offer to Exchange and related letter of transmittal because they include important information.

This press release is not an offer to exchange or a solicitation of an offer to exchange, which may be made only pursuant to the terms of the Offer to Exchange and related letter of transmittal.

General Information

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of March 31, 2009, the Company had $119 billion in assets, operates 16 affiliates with 1,311 full-service Banking

Centers, including 95 Bank Mart^® locations open seven days a week inside select grocery stores and 2,354 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates five main businesses: Commercial Banking, Branch Banking, Consumer Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2009, has $166 billion in assets under care, of which it managed $23 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® National Global Select Market under the symbol “FITB.”

Forward-Looking Statements

This news release contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K and our most recent quarterly report on Form 10-Q. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

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 nationally or in the states in which Fifth Third, one or more acquired entities and/or the combined company 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, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company 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 combining the operations of acquired entities; (21) lower than expected gains related to any potential sale of businesses; (22) failure to consummate the sale of a majority interest in Fifth Third’s merchant acquiring and financial institutions processing businesses (the “Processing Business”) or difficulties in separating the Processing Business from Fifth Third; (23) loss of income from any potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (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.

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You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further information on other factors which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.

3