Current Report

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DpbwHD2F1b/8zGpbIlK/EC6rQdek1I8DzYjLtWVTn9j3GMzlJIzOkLHyr0DQddYi TX1XKsf4xJq3Dby55Db9tg== 0001193125-09-192420.txt : 20090916 0001193125-09-192420.hdr.sgml : 20090916 20090916080030 ACCESSION NUMBER: 0001193125-09-192420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 23 CONFORMED PERIOD OF REPORT: 20090916 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090916 DATE AS OF CHANGE: 20090916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33653 FILM NUMBER: 091071064 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 8-K 1 d8k.htm CURRENT REPORT Current Report

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): September 16, 2009

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

001-33653

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)

(800) 972-3030

(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 7.01

Regulation FD Disclosure

On September 16, 2009, Fifth Third Bancorp will present at the Barclays Capital Global Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1.

Item 8.01

Other Events

Fifth Third today filed a presentation being given at an investment banking conference. In its presentation, Fifth Third is providing a current update of its expectations for third quarter credit performance, which include the results of the Shared National Credit (SNC) examination recently conducted by supervisory authorities for regulated institutions.

Fifth Third currently expects total net charge-offs in the third quarter to be approximately $775 million, compared with $626 million in the second quarter. Fifth Third currently expects net charge-offs to include approximately $110 million in net charge-offs related to SNC credits compared with $17 million in the second quarter. Fifth Third currently expects commercial loan net charge-offs to be approximately $500-525 million and consumer loan net charge-offs to be approximately $250-260 million in the third quarter. Fifth Third currently expects nonperforming assets in the loan portfolio to increase approximately 20% from $2.8 billion at the end of the second quarter to approximately $3.4 billion at the end of the third quarter, with approximately $150 million of the growth related to SNC credits.

Fifth Third currently expects SNC-related charge-offs in the fourth quarter of 2009 to be significantly below those it expects in the third quarter.

Operating trends for the third quarter are expected to be broadly in line with trends previously expected and communicated at the time of our second quarter 2009 earnings announcement on July 23, 2009.

The information in this Item 7.01 and Exhibit 99.1 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		Fifth Third Bancorp Presentation

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)

September 16, 2009				/s/ Ross J. Kari
				Ross J. Kari
				Executive Vice President and
				Chief Financial Officer

EX-99.1 2 dex991.htm FIFTH THIRD BANCORP PRESENTATION Fifth Third Bancorp Presentation

Barclays Capital Global Financial Services

Conference

Kevin Kabat

Chairman, President & CEO

September 16, 2009

Please refer to earnings release dated July 23, 2009 and 10-Q dated August 10,

2009

for

further

information,

including

full

results

reported

U.S.

GAAP

basis

Exhibit 99.1

2Q09 in review

Prudent management of credit position

•

NPAs* increased 7% from the previous quarter

•

Allowance to loan ratio increased to 4.28%

•

Allowance to nonperforming loans ratio of 135%

•

Allowance to annualized net charge-off ratio of 1.4 times

•

Charge-offs at $626M, in-line with expectations

Strengthened capital position

•

Generated $1.4B in tangible common equity through

combination of common equity offering and exchange of

cash/common stock for convertible preferred stock

•

Completed processing business joint venture, generating

$1.1B after-tax gain and $1.3B in tangible common equity

•

Tangible common equity ratio of 6.5%

•

Tier 1 common ratio of 6.9%; Tier 1 ratio of 12.9%

•

In July, sold class B common stock in Visa, Inc. for net after-

tax benefit of ~$206M, improving pro forma capital ratios by 19

bps

•

Exceeded $1.1B SCAP commitment by 60%

* Excludes loans held-for-sale

Continued core business momentum

•

Net income of $882M, diluted EPS of $1.15

•

Net interest margin of 3.26%, up 20 bps sequentially

•

Noninterest income up 11% from 2Q08 excluding processing

JV gain and investment securities gains/losses, on strong

mortgage banking and payments processing revenue

•

Excluding FDIC special assessment, expenses flat

sequentially reflecting continued tight expense control

Net interest income

Peer group: BAC, BBT, CMA, FHN, HBAN, JPM, KEY, MI, MTB, PNC, RF, STI, USB, WFC, ZION

Source: SNL and company reports

Results above exclude $130M and $6M charge related to leveraged lease litigation in 2Q08 and 1Q09, respectively. Also excluded is $31M, $215M, $81M,

$41M, and $35M in loan discount accretion from the First Charter

acquisition

in 2Q08, 3Q08 , 4Q08, 1Q09, and 2Q09, respectively.

3.13%

2.92%

3.15%

3.37%

3.44%

2.0%

2.5%

3.0%

3.5%

4.0%

2Q08

3Q08

4Q08

1Q09

2Q09

$300

$400

$500

$600

$700

$800

$900

Net interest income (right axis)

NIM

Core NII and NIM

•

Net interest income increased 7% sequentially

and net interest margin increased 20 bps, driven

by:

–

Wider spreads on loan originations

–

Deposit mix shift to lower cost core

deposits as higher priced term deposits

issued in 2H08 matured

•

Expect further positive momentum in NII and

continued expansion in NIM in 2H09

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

2Q08

3Q08

4Q08

1Q09

2Q09

100

200

300

400

Spread (right axis)

Asset yield

Liability rate

Yields and rates

20 bps

3 bps

NIM growth

NII growth

FITB

Peer average

SEQ NII and NIM growth compared to peers

Fee income –

core trends*

$100

$200

$300

$400

$500

$600

$700

$800

$900

2Q08

3Q08

4Q08

1Q09

2Q09

* Reported year-over-year fee income growth of 258%. Results above exclude $1.764B gain on processing JV in 2Q09. Excludes $54M BOLI charge in 1Q09. Excludes $34M

BOLI charge in 4Q08. Excludes $76M in litigation revenue from a prior acquisition and $27M BOLI charge in 3Q08. Excludes securities gains/losses in all periods.

** Mortgage banking includes securities gains on non-qualifying hedges on MSRs

Payment

processing

Deposit service

charges

Investment

advisory

Corporate

banking

Mortgage**

Other

(21%)

(11%)

119%

YOY

growth

+11%

Payment

Processing:

•

Strong transaction volumes offset by lower average

ticket size

•

Merchant up 20% sequentially and 10% year-over-year;

Bankcard up 10% sequentially and 3% year-over-year;

Financial institutions down 2% sequentially and 3%

year-over-year

Deposit

Service

Charges:

•

Strong net new account production

•

Retail up 20% sequentially, commercial up 2%

Investment

Advisory:

•

Year-over-year decline driven by market value declines

Corporate

Banking:

•

Year-over-year decline due to lower volume of interest

rate derivatives sales and FX revenue, offset by growth

in institutional sales and business lending fees

Mortgage

Banking:

•

Record $6.9B in originations leading to gains on

mortgages sold of $161M

Fee income recap*

411

429

419

402

383

150

188

171

168

163

177

$100

$200

$300

$400

$500

$600

$700

$800

2Q08

3Q08

4Q08

1Q09

2Q09

Core

Interchange

Mortgage banking**

Processing JV

•

Historical electronic payment processing revenue includes EFT revenue and Merchant Processing revenue as well

as debit card and business credit card interchange

–

EFT Revenue and Merchant Processing Revenue now part of Fifth Third Processing Solutions, LLC

–

Debit and business card interchange activity remains with Fifth Third

•

Strong mortgage banking results expected to moderate in 2H09 but

to exceed 2008 results

+11%

* Reported year-over-year fee income growth of 258%. Results above exclude $1.764B gain on processing JV in 2Q09. Excludes $54M BOLI charge in 1Q09. Excludes $34M

BOLI charge in 4Q08. Excludes $76M in litigation revenue from a prior acquisition and $27M BOLI charge in 3Q08. Excludes securities gains/losses in all periods.

** Mortgage banking includes securities gains on non-qualifying hedges on MSRs

Balance sheet:

continued shift back toward core funding

2Q08

3Q08

4Q08

1Q09

2Q09

Commercial Loans

Consumer Loans

2Q08

3Q08

4Q08

1Q09

2Q09

Demand/IBT

Savings/MMDA

Consumer CD/Core foreign

Extended nearly $39B of new and renewed credit in 1H09

Commercial loans

•

Reduced exposure to homebuilder/developer and other non-

owner occupied loans; sale or transfer to held-for-sale of

$1.3B in 4Q08

•

C&I loans down primarily due to lower line usage

•

Ceased non-owner occupied and homebuilder/developer

originations

Consumer loans

•

Modest year-over-year growth in home equity, auto and credit

card loans

•

Strong mortgage originations resulted in $3B in residential

mortgage loans held-for-sale warehouse

(2%)

+9%

•

Core deposit to loan ratio of 84%, up from 76% in 2Q08

•

Everyday Great Rates strategy continues to drive core

deposit growth

–

DDAs up 7% sequentially and 19% from the previous

year

–

Commercial core deposits up 2% sequentially and 3%

from the previous year

–

Retail core deposits up 3% sequentially and 11% from

the previous year

–

Reduced wholesale funding by nearly $7B from 1Q09

Average loan growth ($B)

Average core deposit growth ($B)

Portfolio performance drivers

Performance largely driven by

No participation in

Discontinued or suspended lending

* Residential construction-related consumer mortgages intended to be held in portfolio until permanent financing complete. Jumbo mortgage originations currently being held due to

market conditions.

Geography

•

Florida and Michigan most stressed, Michigan

beginning to stabilize

•

Remaining Midwest and Southeast performance

reflect economic trends

Products

•

Homebuilder/developer charge-offs $76M in 2Q09

–

Total charge-off ratio 3.1% (2.8% ex-HBs)

–

Commercial charge-off ratio 2.8% (2.3% ex-

HBs)

•

Brokered home equity charge-offs 7.4% in 2Q09

–

Direct home equity portfolio 1.9%

2Q09 NCO Ratios

Coml

Cons

Total

FL/MI

4.1%

6.3%

5.0%

Other

2.3%

2.4%

2.3%

•

Subprime

•

Option ARMs

Discontinued in 2007

•

Brokered home equity ($2.1B)

Suspended in 2008

•

Homebuilder/residential development ($2.1B)

•

Other non-owner occupied commercial RE excluding

homebuilder/developer ($8.4B)

Salability

•

Mortgage company originations targeting 95%

salability*

Total

2.8%

3.5%

3.1%

Mortgage portfolio

Aggressive loss mitigation

Closed HFS

3/31/2009

HFS balance

Customer

payments

adjustments

Gain/loss

Sold

$22

($26)

Settled or Closed

(16)

Transferred to OREO

(11)

(2)

Total

$40

($52)

$11

Remaining HFS

3/31/2009

HFS balance

Customer

payments

adjustments

6/30/2009

HFS balance

Total

$362

($3)

($7)

$352

Loss mitigation activities

Loss mitigation and containment

—

Implemented Watch and Criticized

Asset Reduction initiative

—

Major expansion of commercial and

consumer workout teams

—

Implemented aggressive home equity

line management program

—

Expanded consumer credit outreach

program

—

Rigorous review of geographic

exposures

—

Continue to evaluate potential sales of

problem loans

Reset policies and guidelines

—

Eliminated all brokered home equity

production

—

Significantly tightened underwriting

limits and exception authorities

—

Further restrictions on consumer

guidelines for weaker geographies

—

Suspended all new residential

development lending and non-owner

occupied commercial property lending

—

New concentration limits for

commercial and consumer portfolio

2Q09 commercial HFS portfolio summary ($M)

2Q09 credit results

0.0%

1.0%

2.0%

3.0%

4.0%

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

1Q09

2Q09

FITB

Peer Average

Source: SNL and company reports. NPAs exclude held-for-sale portion for all banks.

* NPA formation = (EOP NPAs –

BOP NPAs + NCOs) / BOP NPAs.

20%

40%

60%

80%

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

1Q09

2Q09

FITB

Peer Average

3.2%

2.7%

1.5%

2.4%

2008

1H09

FITB

Peer Average

NPA ratio versus peers

NPA formation* versus peers

Net charge-off ratio versus peers

2Q09

YOY change

SEQ change

MTB

21%

(41%)

(48%)

FITB

31%

(44%)

(45%)

ZION

37%

(53%)

(45%)

PNC

51%

37%

(38%)

FHN

17%

(73%)

(34%)

BBT

38%

(22%)

(31%)

BAC

55%

(23%)

(30%)

KEY

53%

105%

(30%)

USB

45%

(45%)

(25%)

10.

38%

(44%)

(21%)

11.

STI

33%

(25%)

12.

83%

60%

13.

WFC

80%

61%

14.

HBAN

32%

(35%)

15.

JPM

60%

(6%)

21%

16.

CMA

38%

(30%)

49%

Peer Average

45%

(9%)

(14%)

NPA formation*

3Q09 credit outlook

Current expectations:

—

Approximately $775 million in 3Q09 net charge-offs (versus $626 million in 2Q09)

—

Approximately $3.4 billion in nonperforming assets* at 9/30/09, up ~20% from 6/30/09,

primarily driven by commercial

Net charge-offs:

—

Commercial: ~$500-525 million; growth driven primarily by CRE, more moderate

growth in C&I

–

SNC net charge-offs: ~$110 million (versus $17 million in 2Q09)

–

Majority from non-agented transactions: $25 million where FITB agent (in line

with expectations); ~$85 million where another bank agent

–

SNC charge-offs in 4Q09 expected to be significantly lower than 3Q09

—

Consumer: ~$250-260 million; decline primarily in residential RE

* Does not include approximately $300 million in nonperforming assets held for sale; does not include approximately $1.4 billion in accruing troubled debt restructurings

Total net charge-offs for 1H09 were $1.1B,

much

lower

than

the

assumption

under

the SCAP adverse scenario

Loan losses are not expected to approach

the losses assumed under the SCAP

adverse scenario

Through three of eight quarters (~38% of

assessment period), we currently expect

to have incurred approximately 20% of

total assumed losses under the adverse

scenario

$1.6

1H09

1H09 $1.12

FITB

SCAP Adverse Scenario*

3Q09est ~$0.78

Net charge-offs ($B)

* 1H09 represents Fifth Third’s assumption for losses under the SCAP economic assumptions provided for more adverse scenario. (Supervisory estimates of more adverse scenario

losses were not allocated by period.)

$9.1

Net loan losses vs. SCAP adverse scenario

$1.8

Strong reserve position

344

463

1,627

490

626

375

478

729

283

415

1.85%

2.41%

3.72%

4.28%

3.31%

$500

$1,000

$1,500

$2,000

$2,500

2Q08

3Q08

4Q08

1Q09

2Q09

Net Charge-offs

Additional Provision

Reserves

Industry leading reserve level

Coverage ratios are strong relative to peers (%)

1.35

1.23

1.39

0.98

0.85

1.07

0.78

0.66

1.00

Reserves / NPLs

Reserves / NPAs

Reserves / 2Q09 Annualized NCOs

FITB

Peer Average

Mid-cap Average*

Source: SNL and company reports. NPAs/NPLs exclude held-for-sale portion for all banks.

*Mid-caps

include

banks

listed

with

$50B

$200B

total

assets

6/30/09

FHN

4.91%

FITB

4.28%

JPM

4.27%

BAC

3.59%

KEY

3.53%

ZION

3.01%

2.86%

WFC

2.80%

PNC

2.77%

10.

USB

2.40%

11.

HBAN

2.38%

12.

2.37%

13.

STI

2.36%

14.

BBT

2.19%

15.

CMA

1.89%

16.

MTB

1.65%

Peer Average

2.87%

Reserves / Loans

9.5%

8.4%

8.1%

7.7%

7.4%

7.3%

6.9%

6.8%

6.7%

6.1%

6.0%

5.3%

4.5%

FHN

BBT

CMA

JPM

STI

KEY

FITB

BAC

HBAN

USB

ZION

MTB*

PNC

WFC

Strong capital position

* Estimated

Peer average: 7.0%

Tier 1 common ratio

In July, sold class B common stock in Visa, Inc. for an after-tax benefit of

~$206M, improving pro forma capital ratios by 19 bps (not included)

15.6%

12.9%

12.4%

12.3%

12.2%

11.9%

11.6%

10.6%

10.5%

9.9%

9.8%

9.7%

9.6%

9.4%

8.2%

FHN

FITB

KEY

STI

BAC

HBAN

CMA

BBT

PNC

WFC

JPM

ZION

USB

MTB

Peer average: 11.0%

Tier 1 capital ratio

Source: SNL and company reports

18.2%

15.5%

14.3%

13.6%

12.2%

11.7%

11.6%

11.3%

10.7%

10.1%

9.6%

9.4%

8.3%

8.0%

7.3%

JPM

FHN

BAC

FITB

KEY

CMA

BBT

STI

ZION

HBAN

USB

WFC

PNC

MTB

7.6%

7.4%

7.3%

7.1%

6.6%

6.5%

6.0%

5.7%

5.5%

5.0%

4.8%

4.7%

4.4%

3.6%

3.2%

CMA

KEY

FHN

FITB

STI

BBT

ZION

HBAN

USB

JPM

BAC

MTB

WFC

PNC

Strong capital position continued

TCE + Reserves / Loans

Peer average: 5.6%

Peer average: 11.4%

Tangible common equity ratio

In July, sold class B common stock in Visa, Inc. for an after-tax benefit of

~$206M, improving pro forma capital ratios by 19 bps (not included)

Source: SNL and company reports.

Summary

•

Everyday Great Rates strategy

driving core deposit growth

•

Consistent fee income

production from lines of

business

•

Ongoing expense control

•

Positive momentum in NII and

continued expansion in NIM

•

Continued shift back toward

core funding

Core franchise is sound

•

Strong reserve coverage of

problem loans

•

Aggressive management has

mitigated areas of highest risk

•

1H09 losses much lower than

SCAP assumptions

•

Problems expected to continue

but deterioration expected to

be below 2008/early 2009

pace

Aggressive management of

credit issues

•

Strong liquidity profile

•

Advent sale completed capital

plan announced in June 2008

•

$1B common equity issuance

over-subscribed 3-4x

•

Generated $441M common

equity through preferred

exchange

•

Exceeded Tier 1 common

equity commitment by 60%

Capital further strengthened

Fifth Third continues to execute on its strategic initiatives and

is focused on being well-positioned for the turn of the cycle.

Appendix

$100

$200

$300

$400

$500

$600

$700

$800

$900

2Q08

3Q08

4Q08

1Q09

2Q09

2Q09 Pro

Forma

Pre-tax pre-provision earnings: Impact of FTPS

Net interest income

Operating expenses

Pre-tax pre-provision earnings

Fee income

Excludes

$1.764B

gain

processing

2Q09.

Excludes

$130M

charge

from

leveraged

lease

settlement

2Q08

and

$6M

charge

1Q09.

Excludes

securities

gains/losses

and

BOLI

charges

all

periods.

Excludes

$13M of

acquisition related charges in 2Q08, $40M of net benefit from successful resolution of CitFed litigation in 3Q08, goodwill impairment charge of $965M and Visa charge of $6M in 4Q08, $8M of severance expense in 1Q09 and

FDIC assessment of $55M in 2Q09. Mortgage revenue and operating expenses from FITB internal segment reporting, also includes mortgage revenue allocation to other segments. Assumes equity method income of zero for

purposes of illustration.

Core

PAAs

Mortgage banking

Transition revenue/note

Joint venture

Core

Mortgage banking

Transition revenue

Joint venture (EPP)

Core

Mortgage banking

PAAs

Core

Mortgage banking

Joint venture (EPP expense)

~($177M)

+$37M)

~($112M)

+$67M

~ ($65M)

~ +$30M

net

($140M)

net

($45M)

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

$1,100

2Q08

3Q08

4Q08

1Q09

2Q09

2Q09 Pro

Forma

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

$1,100

2Q08

3Q08

4Q08

1Q09

2Q09

2Q09 Pro

Forma

$100

$200

$300

$400

$500

$600

$700

$800

$900

2Q08

3Q08

4Q08

1Q09

2Q09

2Q09 Pro

Forma

Strong liquidity profile

500

1,639

2,262

2009

2010

2011

2012

2013

2014 on

Fifth Third Bank (Ohio)

Current unused available borrowing capacity $22B

FHLB borrowings $3B; core deposits $69B; equity $14B

All market borrowings by Fifth Third Bank (OH)

Holding Company cash at 6/30/09: $3.5B

Expected cash obligations over the next 12 months

—

$0 debt maturities

—

~$39M common dividends

—

~$205M preferred dividends

—

~$270M interest and other expenses

Cash currently sufficient to satisfy all fixed obligations over

the next twenty-four months (debt maturities, common and

preferred dividends, interest and other expenses) without

accessing capital markets; relying on dividends from

subsidiaries; proceeds from asset sales

Holding company unsecured debt maturities ($M)

2009

2010

2011

2012

2013

2014 on

Fifth Third Bancorp

Fifth Third Capital Trust

4,956

750

Bank unsecured debt maturities ($M)

Demand

14%

Interest

Checking

13%

Savings /

MMDA

17%

Foreign Office

Consumer

Time

12%

Non-core

Deposits

10%

ST Borrowings

Equity

12%

Long Term

Debt

Other

liabilities

Heavily core funded (Bancorp)

Shared national credits*

Examination covered approximately 550 borrowers

with $7 billion in outstandings

(average $13.2 million)

—

2008 examination covered approximately 450

borrowers with $5.4 billion in outstandings

—

Disruption of capital markets increased

demand, line utilization from prior periods

Fifth Third agents approximately $800 million (~12%)

In-footprint or national specialty business focus

—

Fifth Third non-lending relationship or

expected relationship

—

Exposures larger than Fifth Third limits or

appetite

—

Portfolio management (borrower

concentrations)

Underwriting standards same as Fifth Third

originations

—

Probability of default (PD) ratings consistent

with overall commercial portfolio

Most stressed segments of exposure:

—

Construction

—

Real estate

Diversification along industry and geographic lines

similar to overall commercial portfolio (higher C&I)

Loan type (as of 6/30/09): $7 billion

By industry (as of 6/30/09): $7 billion

Lease

Mortgage

Construction

C&I

88%

Manufacturing

26%

Other

29%

Construction

Wholesale

trade

Auto retailer

Retail trade

Auto

manufacturing

Accomodation

& Food

Finance &

Insurance

11%

Real estate

12%

* Shared national credits (SNCs): Credits examined by regulatory authorities at agent banks. SNCs include facilities > $20 million shared by three or more supervised

financial institutions.

$0.0

$5.0

$10.0

$15.0

$20.0

2Q09 capital ratios

2H09 + 2010 SCAP

resources

SCAP losses

Preferred & common

dividends

TARP preferred

4Q10 capital ratios

Tier 1 Common

Tier 1

Capital under SCAP “more adverse”

scenario ($ in billions)

SCAP pro-forma 2010 capital exceeds well-capitalized thresholds even after assuming repayment of TARP and

assuming realization of remaining “more adverse”

SCAP two-year losses

12.9%

6.9%

$5.5 total SCAP

resources less

$1.4 1H09 SCAP

resources plus

$0.3 Visa sale

Adjusted for taxes

$2.9

$4.9

$0.1

$3.4

7.4%

4.6%

$9.1 SCAP

losses less $1.6

assumed 1H09

NCOs

Adjusted for taxes

Tier 1 common ratio significantly higher than 4.0% at the end of

2010 under

the “more adverse”

case due to:

•

1H09 losses $0.5B lower than “more adverse”

scenario

•

Compared with $1.1B required amount, Fifth Third raised $1.5B in

common equity through common equity offering and preferred

conversion in 2Q09 and sold Visa stake for $0.3B pre-tax in 3Q09

SCAP Tier 1 Common Target

“At the Market”

offering

Preferred exchange

Visa sale share

Total

$1,100

$1,000

$ 441

$ 317

$1,758

Action

Tier 1 Common impact

Comparison with SCAP “more adverse”

scenario

1 Assumes $103M for the second half of 2009 with a repayment occurring at the end of 2009 for illustrative purposes

For illustrative purposes; not a projection. 2010 capital ratios calculated using 4Q09 adjusted risk-weighted assets ($112.6B).

Cautionary statement

This report

may

contain

statements

that

believe

are

“forward-looking

statements”

within

the

meaning

Section

27A

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

identified

the

use

forward-looking

language

such

“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,”

similar

expressions,

future

conditional

verbs

such

“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

the

risk

factors

set

forth

our

most

recent

Annual

Report

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,

well

any

cautionary

statements

may

make.

Moreover,

you

should

treat

these

statements

speaking

only

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

critical

accounting

policies

and

judgments;

(12)

changes

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

(13) legislative

regulatory

changes

actions,

significant

litigation,

adversely

affect

Fifth

Third,

one

acquired

entities

and/or

the combined

company

the

businesses

which

Fifth

Third,

one

acquired

entities

and/or

the

combined

company

are

engaged;

(14)

ability

maintain

favorable

ratings

from

rating

agencies;

(15)

fluctuation

Fifth

Third’s

stock

price;

(16)

ability

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) lower than

expected gains related to any sale or potential sale of businesses; (21) difficulties in separating Fifth Third Processing Solutions from Fifth

Third; (22) loss of income from any sale or potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and

future growth;(23) ability to secure confidential information through the use of computer systems and telecommunications networks; and

(24) the

impact

reputational

risk

created

these

developments

such

matters

business

generation

and

retention,

funding

and

liquidity.

You should

refer

our

periodic

and

current

reports

filed

with

the

Securities

and

Exchange

Commission,

“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.