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): February 10, 2010

(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 February 10, 2010, Fifth Third Bancorp will present at the Credit Suisse 2010 Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit 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)
February 10, 2010	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Credit Suisse

Financial Services Conference

Daniel T. Poston

EVP & Chief Financial Officer

February 10, 2010

Please refer to earnings release dated January 21, 2010 for further information,

including full results reported on a U.S. GAAP basis

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

4Q09 in review

Prudent management of credit position

•

Net charge-offs declined 6%

•

Early and late stage delinquencies declined

significantly from 3Q09

•

NPAs, excluding loans held-for-sale, increased 1% from

the previous quarter

•

Reserve position remains strong, at 4.88% of loans and

127% of nonperforming loans

•

Realized credit losses have been significantly below

SCAP scenarios

Strong capital levels

•

Tangible common equity ratio of 6.5%

•

Tier 1 common ratio of 7.0%

•

Tier 1 capital ratio of 13.3%

•

Exceeded $1.1 billion SCAP capital commitment by 80%

Continued core business momentum

•

Net loss of $98M, diluted EPS of ($0.20)

–

3Q09 net loss of $97 million included Visa benefit of

$206 million after-tax

•

Net interest margin of 3.55%, up 12 bps sequentially

•

Average core deposits up 11%, wholesale funding

down 44% year-over-year

•

Extended $19 billion of new and renewed credit

3

Fifth Third Bank | All Rights Reserved

Net interest income

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

4Q08

1Q09

2Q09

3Q09

4Q09

0

100

200

300

400

Spread (right axis)

Asset yield

Liability rate

$816

$746

$801

$847

$859

3.45%

3.33%

3.13%

2.92%

3.15%

2.0%

2.5%

3.0%

3.5%

4.0%

4Q08

1Q09

2Q09

3Q09

4Q09

$300

$400

$500

$600

$700

$800

$900

Net interest income (right axis)

NIM

Core NII and NIM*

•

Trends in net interest income and net

interest margin compare favorably with

peers

–

NIM up 12 bps in 4Q09

•

Expect continued expansion in NIM in

1Q10

–

Approximately 5-10 bps

Yields and rates*

Reported NIM and YOY growth versus peers

9 bps

3.55%

4 bps

3.47%

NIM

NIM growth

FITB

Peer average

Peers include: BBT, CMA, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, WFC, ZION

Source: SNL and company reports

*Core results above exclude $6M charge related to leveraged lease litigation in 1Q09. Also excluded are $81M, $41M, $35M, $27M, and $23M in loan discount

accretion from the First Charter acquisition in 4Q08, 1Q09, 2Q09, 3Q09, and 4Q09 respectively.

4

Fifth Third Bank | All Rights Reserved

Balance sheet:

Continued growth in core funding

53

50

49

47

46

33

34

33

33

32

4Q08

1Q09

2Q09

3Q09

4Q09

Commercial Loans

Consumer Loans

28

30

32

32

34

21

21

21

21

22

15

16

16

17

16

4Q08

1Q09

2Q09

3Q09

4Q09

Demand/IBT

Savings/MMDA

Consumer CD/Core foreign

Extended

nearly

$75B

of

new

and

renewed

credit

in

2009

•

CRE loans down 4% sequentially and 17% year-over-year

–

Reduced exposure to homebuilder/developer and other non-owner

occupied loans; sale or transfer to held-for-sale of $1.3B in 4Q08

–

New homebuilder/developer, non-owner occupied CRE suspended 2008

•

C&I loans down 6% sequentially and 15% from 4Q08 largely due to lower line

utilization and soft demand

•

Strong mortgage

originations

-

$2.0B

in

residential

mortgage

loans

held-for-

sale warehouse (not carried in loans held-for investment)

•

Core deposit to loan ratio of 93%, up from 75% in 4Q08

•

Everyday Great Rates strategy continues to drive core deposit growth

–

DDAs up 6% sequentially and 24% from the previous year

–

Commercial core deposits up 12% sequentially and 28% from the previous

year

–

Retail core deposits were flat sequentially and up 6% from the previous

year

Average loan growth ($B)

Average core deposit growth ($B)

86

84

82

80

78

64

67

69

70

72

14

12

12

10

8

13

10

8

6

4

13

13

11

10

10

4Q08

1Q09

2Q09

3Q09

4Q09

Non-core deposits

ST borrowings

LT debt

Average wholesale funding ($B)

40

35

31

22

26

•

Reduced

wholesale

funding

by

$3.8

billion

sequentially

and

$17.5

billion

from

the previous year

–

Non-core deposits down 19% sequentially and 39% from the previous year

–

Short term borrowings down 39% sequentially and 73% from the previous

year

–

Long-term debt up 3% sequentially and down 21% from the previous year

•

Portion of excess core funding invested in agency mortgage-backed securities

(balance sheet hedges added to mitigate interest rate risk)

5

Fifth Third Bank | All Rights Reserved

Fee income and expenses –

core trends*

556

620

645

605

629

45

30

8

3

22

$0

$100

$200

$300

$400

$500

$600

$700

4Q08

1Q09

2Q09

3Q09

4Q09

Core

Fee Income Effect from Credit

Fee income ($M)

Expenses ($M)

998

913

912

939

945

106

87

46

100

55

$0

$200

$400

$600

$800

$1,000

$1,200

4Q08

1Q09

2Q09

3Q09

4Q09

Core

Noninterest Expense Effect from Credit

•

Strong mortgage banking results continued in 4Q09,

resulting in $4.4B of originations and $132M in net revenue

•

Investment advisory revenue up 4% from the previous

quarter driven by higher market values

•

Card and processing revenue increased 3% sequentially and

9% from the previous year (excluding divested EPP revenue)

•

Corporate banking revenue up 15% sequentially driven by

growth in institutional sales, interest rate derivative sales

revenue, and business lending fees

•

Equity income from the FTPS JV was $8M in the fourth

quarter versus $7M the previous quarter

•

Credit related cost affected fee income by $30M in 4Q09

compared with $45M the previous quarter

•

Declines in core expenses drive by broad-based, disciplined

expense control

•

Core efficiency ratio of 61% in 4Q09, an improvement from

62% in 3Q09 and 68% in 4Q08

•

Credit related costs affected non-interest expenses by $55M

in 4Q09 compared with $100M the previous quarter

* Refer to slide 6 for itemized effects of non-core fees and expenses

6

Fifth Third Bank | All Rights Reserved

Pre-tax pre-provision earnings

4.8%

4.7%

4.1%

3.5%

2.9%

2.9%

2.4%

1.8%

1.6%

1.6%

1.5%

1.4%

1.4%

WFC

USB

PNC

BBT

FITB

MTB

HBAN

ZION

RF

CMA

KEY

STI

MI

Peer average: 2.7%

4Q09 core PPNR / average loans (annualized)*

Core PPNR trend

450

483

564

535

562

45

30

106

87

46

100

55

8

3

22

$0

$100

$200

$300

$400

$500

$600

$700

4Q08

1Q09

2Q09

3Q09

4Q09

Core

Fee Income Effect from Credit

Noninterest Expense Effect from Credit

Fifth Third’s pre-tax, pre-provision net revenue (PPNR) to RWA higher than most regional bank peers

Core PPNR reconciliation

Source: SNL and company reports. Core PPNR excludes securities gains/losses, gains/losses from debt extinguishments, leveraged lease gains/losses, gains from asset

sales, goodwill impairment charges, divested fees and expenses related to FTPS, and other non-recurring items where appropriate.

4Q08

1Q09

2Q09

3Q09

4Q09

Reported PPNR (GAAP)

($488)

$511

$2,393

$844

$562

Adjustments:

Gain on sale of Visa shares

-

-

-

(244)

-

BOLI charge

34

54

-

-

-

Gain from sale of processing interest

-

-

(1,764)

6

-

Divested merchant and EFT revenue

(160)

(155)

(169)

-

-

Securities gains/losses

40

24

(5)

(8)

(2)

Visa litigation reserve expense

8

-

-

(73)

-

Other litigation reserve expense

-

-

-

-

22

FTPS Warrants

-

-

-

-

(20)

Goodwill impairment charge

965

-

-

-

-

Seasonal pension expense

-

-

-

10

-

FDIC special assessment

-

-

55

-

-

Divested merchant and EFT expense (estimated)

51

49

54

-

-

Core PPNR

$450

$483

$564

$535

$562

Credit Related Adjustments:

OREO write-downs, FV adjs, & G/L on loan sales

22

3

8

45

30

Problem asset work-out expenses

106

87

46

100

55

Credit adjusted PPNR

$578

$573

$618

$680

$647

7

Fifth Third Bank | All Rights Reserved

Portfolio performance drivers

Performance largely driven by

No participation in exotic mortgages

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

•

Remaining Midwest and Southeast performance 

reflect economic trends

Products

•

Homebuilder/developer charge-offs $110 million in

4Q09

–

Total charge-off ratio 3.6% (3.1% ex-HBs)

–

Commercial charge-off ratio 4.1% (3.2% ex-

HBs)

•

Brokered home equity charge-offs 7.0% in 4Q09

–

Direct home equity portfolio 1.9%

4Q09 NCO Ratios

Coml

Cons

Total

FL/MI

8.4%

5.3%

7.1%

Other

2.5%

2.1%

2.3%

•

Subprime

•

Option ARMs

Discontinued in 2007

•

Brokered home equity ($2.9B down to $1.9B)

Suspended in 2008

•

Homebuilder/residential development ($3.3B down

to $1.6B)

•

Other non-owner occupied commercial RE

excluding homebuilder/developer ($9.2B down to

$8.0B)

Saleability

•

All mortgages originated for intended sale*

Total

4.1%

3.0%

3.6%

8

Fifth Third Bank | All Rights Reserved

Troubled debt restructurings (TDR) overview

Successive improvement in vintage

performance during 2008 and 2009, even

as volume of modification increased

Fifth Third’s mortgage portfolio TDRs

have redefaulted at a lower rate than other

bank held portfolio modifications

—

Fifth Third’s TDRs are about a third

less likely to redefault

than

modifications on GSE mortgages

Mortgage TDR charge-offs in 2009 were

approximately $50 million (15% of

mortgage charge-offs); expected to be

approximately $100 million in 2010 due to

seasoning and growth in the TDR portfolio

—

Other mortgage charge-offs

(unrelated to TDRs) are expected to

decline in

2010 due to improving

delinquency trends, lower severities

and portfolio maturation

—

Included in 2010 charge-off outlook

Total charge-offs on consumer real estate

(home equity and mortgage) TDRs

expected to be ~$200 million in 2010 vs.

$110 million in 2009

—

Included in 2010 charge-off outlook

0%

10%

20%

30%

40%

50%

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

TDR performance has improved in newer vintages

Outperforming redefault

benchmarks

Source:  Fifth Third and OCC/OTS data; data through 2Q09; industry data cumulative through 2Q09

0%

10%

20%

30%

40%

50%

60%

70%

3 months

6 months

9 months

12 months

Mortgage

TDR

60+

redefault

trend

by

vintage

1Q08      $69M

2Q08    $135M

3Q08    $146M

4Q08    $176M

1Q09    $221M

2Q09    $257M

Months since modification

Mortgage

TDR

60+

redefault

rate:

Fifth

Third

comparison

(through June 2009)

Fannie Mae

Industry

portfolio loans

Fifth Third

Volume by

vintage

Freddie Mac

9

Fifth Third Bank | All Rights Reserved

Manageable commercial real estate exposure

500%

317%

304%

279%

244%

181%

175%

164%

160%

153%

151%

149%

140%

MTB

MI

RF

ZION

CMA

USB

HBAN

PNC

KEY

STI

BBT

WFC

FITB

CRE / TCE

CRE / Assets

420%

419%

418%

294%

264%

255%

247%

218%

212%

205%

195%

192%

632%

MTB

RF

MI

ZION

CMA

HBAN

PNC

USB

KEY

FITB

WFC

STI

BBT

Peer average: 309%

Source: SNL and company reports.

CRE / (TCE + Reserves)

CRE / Loans

43%

40%

38%

33%

32%

26%

21%

20%

19%

18%

17%

17%

15%

MI

MTB

RF

CMA

ZION

KEY

HBAN

FITB

STI

BBT

USB

WFC

PNC

Peer average: 27%

Peer average: 229%

14%

13%

12%

11%

11%

9%

34%

15%

16%

24%

24%

25%

30%

MI

MTB

ZION

RF

CMA

KEY

HBAN

FITB

STI

USB

BBT

WFC

PNC

Peer average: 19%

CRE exposure lower than peer average; problems relatively more manageable given capital and reserves

10

Fifth Third Bank | All Rights Reserved

4Q09 credit results

Source: SNL and company reports. NPAs exclude loans held-for-sale and covered assets.

Year-over-year NCO growth versus peers

34%

46%

49%

85%

95%

100%

107%

108%

113%

132%

198%

403%

(5%)

FITB

MTB

RF

MI

CMA

HBAN

KEY

STI

BBT

USB

WFC

ZION

PNC

Peer average: 122%

NPA ratio versus peers

Year-over-year NPA growth versus peers

27%

31%

36%

37%

62%

67%

75%

97%

105%

108%

192%

207%

216%

HBAN

CMA

MI

STI

FITB

MTB

KEY

USB

ZION

BBT

PNC

WFC

RF

Peer average: 100%

0.5%

1.5%

2.5%

3.5%

4.5%

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

1Q09

2Q09

3Q09

4Q09

FITB

Peer Average

3.2%

3.2%

1.4%

2.5%

2008

2009

FITB

Peer Average

Net charge-off ratio versus peers

11

Fifth Third Bank | All Rights Reserved

Strong reserve position

1,627

490

626

756

708

729

283

415

196

68

4.69%

4.88%

3.31%

4.28%

3.72%

$0

$500

$1,000

$1,500

$2,000

$2,500

4Q08

1Q09

2Q09

3Q09

4Q09

Net Charge-offs

Additional Provision

Reserves

Industry leading reserve level

Coverage ratios are strong relative to peers

127%

116%

132%

90%

78%

113%

Reserves / NPLs

Reserves / NPAs

Reserves / Annualized NCOs

FITB

Peer Average

Source: SNL and company reports. NPAs/NPLs exclude held-for-sale portion for all banks and covered assets for BBT, USB, and ZION.

1.

FITB

4.88%

2.

KEY

4.31%

3.

HBAN

4.03%

4.

ZION

3.81%

5.

RF

3.43%

6.

MI

3.35%

7.

PNC

3.22%

8.

WFC

3.13%

9.

STI

2.74%

10.

USB

2.60%

11.

BBT

2.51%

12.

CMA

2.34%

13.

MTB

1.69%

Peer Average

3.10%

Reserves / Total loans

12

Fifth Third Bank | All Rights Reserved

Updated stress testing -

process overview

Similar

process

to

that

used

in

2008

and

SCAP

processes;

updated

for

actual

performance and current economic expectations

Stress

case

scenario

key

economic

assumptions

(Moody’s

Economy.com

“Longer

Recession and Weaker Recovery Case”)

—

Unemployment of 12.1% in 2010 and 11.4% in 2011

—

Housing prices fall 12% in 2010 and 4% in 2011

—

GDP growth of 0.7% in 2010 and 4.7% in 2011

Commercial

—

33 geographic/industry sectors analyzed and regressed against economic and

performance drivers

—

Migration trends from criticized to nonaccrual and charge-off evaluated by

region and industry

Consumer

—

Portfolios subdivided into appropriate categories (i.e. liquidating vs. non-

liquidating home equity)

—

Results derived using combination of regression models, loss curves and roll

rates, and applied economic factors

–

Mortgage and home equity key correlation: HPI

–

Credit card key correlation: unemployment

–

Other consumer key correlations: unemployment and GDP

13

Fifth Third Bank | All Rights Reserved

Updated credit loss expectations vs. SCAP scenarios

$4.1B

$5.0B

$2.8B

Moody’s Longer

Recession / Weaker

Recovery Case**

Assumptions

(Dec. 2009)

Moody’s Base

Case** Assumptions

(Dec. 2009)

Realized credit losses have been significantly below SCAP submissions, which is expected to continue

SCAP Baseline Scenario

(Submitted; Mar 2009)

SCAP Adverse Scenario

(Supervisory; Mar 2009)

* Red SCAP line represents more adverse scenario as adjusted by supervisors for additional assumed two-year losses. Supervisory estimates of total two-year losses

under more adverse scenario were not allocated by period. Estimate allocates total two-year supervisory losses using the allocation under Fifth Third’s submission.

** Source for assumptions: Moody’s Economy.com. Assumptions as of year-end 2009.

Actual

$2.6B

Actual

$2.7B

Fifth Third

capitalized for this

level of losses under

SCAP (plus surplus

raised vs. buffer)

Fifth Third’s realized credit losses

have been significantly below its

SCAP submitted baseline and

more adverse scenarios

–

In SCAP submissions, we

incorporated significant

conservatism, given then-

prevailing negative economic

and industry trends and

extreme uncertainty in

potential loss outcomes at

the time

–

Economic and credit market

conditions have been much

better than potential

downside expectations in

Spring 2009, benefitting

results vs. SCAP scenarios

Base and stress scenarios reflect

Moody’s Base Case and Moody’s

Longer Recession and Weaker

Recovery Case (as of December

2009)**

Our current expectation is for

2010 losses to be lower than 2009

$2.9B

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

$4,500

$5,000

$5,500

2008

2009

2010

14

Fifth Third Bank | All Rights Reserved

7.5%

7.7%

7.7%

8.2%

8.3%

8.8%

8.8%

9.3%

9.6%

9.6%

9.8%

9.9%

11.5%

BBT

FITB

KEY

USB

STI

WFC

CMA

HBAN

PNC

RF

MI

ZION

MTB

Strong capital position

Source: SNL and company reports.

* MTB Tier 1 and Tier 1 common ratios as of 09/30/2009.

TCE + reserves / Loans

Tangible common equity ratio

8.1%

8.0%

7.6%

6.6%

6.5%

6.1%

6.0%

6.0%

5.7%

5.4%

5.1%

5.1%

4.3%

MI

CMA

KEY

STI

FITB

ZION

RF

BBT

HBAN

WFC

USB

MTB

PNC

Peer average: 6.2%

Peer average: 11.9%

16.2%

14.5%

13.7%

13.6%

12.5%

12.5%

12.0%

11.7%

11.5%

11.4%

10.3%

9.7%

8.1%

KEY

FITB

MI

CMA

STI

RF

HBAN

BBT

WFC

ZION

PNC

USB

MTB

Strong capital ratios relative to peers, particularly considering reserve levels

Tier 1 common ratio

8.5%

8.2%

7.7%

7.5%

7.5%

7.2%

6.8%

6.7%

6.5%

6.5%

6.0%

5.5%

7.0%

BBT

CMA

STI

MI

KEY

RF

FITB

USB

HBAN

ZION

WFC

PNC

MTB

Peer average: 7.0%

Peer average w/

TARP: 11.1%

Peer average

w/o TARP: 8.9%

Tier 1 capital ratio (with and without TARP)

10.3%

8.4%

11.1%

11.6%

11.5%

12.1%

12.5%

12.9%

12.7%

13.3%

15

Fifth Third Bank | All Rights Reserved

2010 developments

Fifth Third response

Macro themes

•

Sluggish loan demand

•

Deposits continue to

grow but expect some

diminution as liquidity

drawn down by deposits

to support expansion in

spending

•

Additional consumer

regulation

•

Higher interest rates

later in 2010

•

TARP repayment

•

Leverage existing customer relationships at the local level to

offer our full portfolio of products and services across all of our

lines of business

•

Invest in sales force expansion initiatives to increase resources

and branch hours while maintaining focus on a near-term return

to profitability

•

Reorient fee structure of products and services to offer a clearer

and higher value proposition to our clients and create more

sustainable, consistent growth

•

Maintain excess liquidity

•

Remain committed to repayment in a manner that is in the best

interest of all constituents, including shareholders

16

Fifth Third Bank | All Rights Reserved

Summary

Fifth Third continues to execute on its strategic initiatives and

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

•

Dedicated to serving the needs

of families and businesses for

more than 150 years

•

Businesses creating new and

profitable opportunities to

enhance value

•

Trends in NII and NIM

compare favorably with peers

•

Ongoing expense control

•

Continued shift back toward

core funding

Core franchise remains strong

•

Strong reserve coverage of

problem loans

•

Aggressive management has

mitigated areas of highest risk

•

Significantly enhanced SAG

and workout resources, while

continuing prudent lending

practices

•

Some positive signs in 2H09

results, though challenges will

continue

Aggressive management of

credit issues

•

Successfully completed June

2008 capital plan and SCAP

capital actions

•

Actions exceeded SCAP Tier 1

common equity commitment

by 80%

•

Current capital levels able to

withstand significant additional

economic deterioration as

demonstrated by the SCAP

assessment

Robust capital levels

17

Fifth Third Bank | All Rights Reserved

Cautionary statement

This report may contain 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

separating Fifth Third Processing Solutions from Fifth Third; (21) 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;(22) ability to secure confidential information through the use of

computer systems and telecommunications networks; and (23) 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.