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): March 4, 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 March 4, 2010, Fifth Third Bancorp will present at the Bank of America Merrill Lynch Fixed Income Bank & Finance 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)
March 4, 2010	/s/    DANIEL T. POSTON
	Daniel T. Poston
	Executive Vice President and
	Chief Financial Officer

EX-99.1

©

Fifth Third Bank | All Rights Reserved

Bank of America Merrill Lynch

Fixed Income Bank & Finance Conference

Daniel T. Poston

EVP & Chief Financial Officer

March 4, 2010

Please refer to earnings release dated January 21, 2010 and 10-K dated

February 26, 2010 for further information, including full results reported on a U.S.

GAAP basis

Exhibit 99.1

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©

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 $98 million vs. 3Q09 net loss of $97 million

(3Q included Visa benefit of $206 million after-tax)

–

Pre-tax net loss of $210 million, vs. 3Q09 pre-tax

$420 million loss excluding Visa benefit

•

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

Net interest income

Core NII and NIM*

4Q08

1Q09

2Q09

3Q09

4Q09

$816

$746

$801

$847

$859

Net interest income (right axis)

NIM

3.15%

2.92%

3.13%

3.33%

3.45%

4.0%

3.5%

3.0%

2.5%

2.0%

$900

$800

$700

$600

$500

$400

$300

($Ms)

FITB

Peer average

Reported NIM and YOY growth versus peers

NIM 3.55% 3.47%

NIM growth 9 bps 4 bps

Yields and rates*

4Q08 1Q09 2Q09 3Q09 4Q09

Asset yield

Liability rate

Spread (right axis)

6.0%

5.0%

4.0%

3.0%

2.0%

1.0%

400

300

200

100

0

(bps)

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.

Trends in net interest income and net interest margin favorably compare with peers

– NIM up 12 bps in 4Q09

Expect continued expansion in NIM in 1Q10

– Approximately 5 bps

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© Fifth Third Bank | All Rights Reserved

Balance sheet:

Continued growth in core funding

Average loan growth ($B)

(10%)

86 84 82 80 78

4Q08 1Q09 2Q09 3Q09 4Q09

Commercial Loans

Consumer Loans

53 50 49 47 46

33 34 33 33 32

Average core deposit growth ($B)

+11%

64 67 69 70 72

4Q08 1Q09 2Q09 3Q09 4Q09

Demand/IBT

Savings/MMDA

Consumer CD/Core foreign

28 30 32 32 34

21 21 21 21 22

15 16 16 17 16

Average wholesale funding ($B)

(44%)

40

35

31

26

22

4Q08 1Q09 2Q09 3Q09 4Q09

Non-core deposits

14 12 12 10 8

ST borrowings

13 10 8 6 4

LT debt

13 13 11 10 10

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

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)

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Fifth Third Bank | All Rights Reserved

Fee income and expenses –

core trends*

•

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 driven by broad-based,

disciplined expense control

•

Core efficiency ratio of 62.5% in 4Q09, an improvement from

63.5% in 3Q09 and 68.7% in 4Q08

•

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

in 4Q09 compared with $100M the previous quarter

•

Total credit losses on mortgage repurchases ~$65M in 2009

(~$20M in 4Q09)

Core fee income ($M)

Core expenses ($M)

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

Pre-tax pre-provision earnings

Core PPNR trend

$0

$100

$200

$300

$400

$500

$600

$700

4Q08 1Q09 2Q09 3Q09 4Q09

Core

450 483 564 535 562

Fee Income Effect from Credit

22 3 8 45 30

Noninterest Expense Effect from Credit

106 87 46 100 55

Core PPNR reconciliation

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

4Q09 core PPNR / average loans (annualized)*

Credit adjusted PPNR / Average Loans 3.3%

WFC

USB

PNC

BBT

FITB

MTB

HBAN

ZION

RF

CMA

KEY

STI

MI

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%

Peer average: 2.7%

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

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.

6

© Fifth Third Bank | All Rights Reserved

7

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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%

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 ~$50 million (15% of mortgage chargeoffs); expected to be ~$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

TDR performance has improved in newer vintages

Mortgage TDR 60+ redefault trend by vintage

Outperforming redefault benchmarks

Mortgage TDR 60+ redefault rate: Fifth Third comparison (through June 2009)

50%

40%

30%

30%

20%

10%

0%

3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21

Months since modification

Volume by vintage

1Q08 $69M

2Q08 $135M

3Q08 $146M

4Q08 $176M

1Q09 $221M

2Q09 $257M

70%

60%

50%

40%

30%

30%

20%

10%

0%

3 months

6 months

9 months

12 months

Fannie Mae

Freddie Mac

Industry portfolio loans

Fifth Third

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

8

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Manageable commercial real estate exposure

CRE / Assets

Peer average: 19%

MI

MTB

ZION

RF

CMA

KEY

HBAN

FITB

STI

USB

BBT

WFC

PNC

34%

30%

25%

24%

23%

16%

15%

14%

12%

12%

11%

11%

9%

CRE / TCE

Peer average: 309%

MTB

RF

MI

ZION

CMA

HBAN

USB

KEY

FITB

PNC

WFC

STI

BBT

632%

420%

419%

418%

295%

264%

247%

218%

212%

206%

203%

197%

192%

CRE / Loans

Peer average: 27%

MI

MTB

RF

CMA

ZION

KEY

HBAN

FITB

STI

USB

BBT

WFC

PNC

44%

41%

38%

33%

32%

26%

21%

20%

19%

18%

18%

17%

15%

CRE / (TCE + Reserves)

Peer average: 229%

MTB

MI

RF

ZION

CMA

USB

HBAN

KEY

STI

BBT

WFC

PNC

FITB

500%

316%

304%

279%

244%

181%

175%

160%

154%

151%

148%

142%

140%

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

Source: SNL and company reports.

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4Q09 credit results

NPA ratio versus peers

3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 3Q09 4Q09

FITB

Peer Average

4.5%

3.5%

2.5%

1.5%

0.5%

Year-over-year NPA growth versus peers

Peer average: 100%

HBAN

CMA

MI

STI

FITB

MTB

KEY

USB

ZION

BBT

PNC

WFC

RF

27%

31%

36%

37%

62%

67%

75%

97%

105%

108%

192%

207%

216%

Net charge-off ratio versus peers

FITB

Peer Average

2008

3.2%

1.4%

2009

3.2%

2.5%

Year-over-year NCO growth versus peers

Peer average: 122%

FITB

MTB

RF

MI

CMA

HBAN

KEY

STI

BBT

USB

WFC

ZION

PNC

(5%)

34%

46%

49%

84%

95%

100%

107%

108%

113%

132%

198%

403%

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

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Strong reserve position

Industry leading reserve level

$2,500 $2,000 $1,500 $1,000 $500 $0

729 3.31% 1,627 3.72% 4.28% 4.69% 4.88%

283 415 196 68 490 626 756 708

4Q08 1Q09 2Q09 3Q09 4Q09

Net Charge-offs Additional Provision Reserves

Coverage ratios are strong relative to peers

127% 90% 116% 78% 132% 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. 11 © Fifth Third Bank | All Rights Reserved

Reserves / Total loans

1. FITB 4.88%

2. KEY 4.31%

3. HBAN 4.03%

4. ZION 3.81%

5. RF 3.43%

6. MI 3.36%

7. PNC 3.22%

8. WFC 3.13%

9. STI 2.74%

10. USB 2.66%

11. BBT 2.51% 12. CMA 2.34% 13. MTB 1.71%

Peer Average 3.11%

11

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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

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©

Fifth Third Bank | All Rights Reserved

Updated credit loss expectations vs. SCAP scenarios

Realized

credit

losses

have

been

significantly

below

SCAP

submissions,

which

is

expected

to

continue

* 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.

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

Strong capital position

Tier 1 common ratio

Peer average: 7.1%

8.5% 8.2% 7.7% 7.5% 7.5% 7.2% 7.0% 6.8% 6.7% 6.7% 6.5% 6.0% 5.7%

BBT CMA STI KEY MI RF FITB USB ZION HBAN WFC PNC MTB

Tier 1 capital ratio (with and without TARP)

Peer average w/ TARP:

11.2%13.3% 12.8% 13.0% 12.5% 12.0% 11.5% 11.5% 10.5% 11.1%

11.5% 9.9% 9.8% 9.6% 9.5% 9.3% 8.8% 8.8% 8.2% 8.2% 7.8% 8.6% 7.7% 7.6%

Peer average w/o TARP: 8.9%

BBT FITB KEY USB STI WFC CMA HBAN PNC RF ZION MTB MI

Tangible common equity ratio

Peer average: 6.2%

8.1% 8.0% 7.6% 6.6% 6.5% 6.1% 6.0% 6.0% 5.7% 5.5% 5.1% 5.1% 4.3%

MI CMA KEY STI FITB ZION RF BBT HBAN WFC USB MTB PNC

(TCE + reserves) / Loans

Peer average: 12.0%

16.2% 14.5% 13.8% 13.5% 12.5% 12.4% 12.0% 11.7% 11.6% 11.4% 10.3% 9.9% 8.2%

KEY FITB MI CMA RF STI HBAN BBT WFC ZION PNC USB MTB

Strong capital ratios relative to peers, particularly considering reserve levels

Source: SNL and company reports.

© Fifth Third Bank | All Rights Reserved

14

Strong relative equity performance

From June 2008 capital actions to date

6/08 7/08 8/08 9/08 10/08 11/08 12/08 1/09 2/09 3/09 4/09 5/09 6/09

7/09 8/09 9/09 10/09 11/09 12/09 1/10 2/10

110% 90% 70% 50% 30% 10% -10% -30% -50% -70% -90% -110%

6/08 7/08 8/08 9/08 10/08 11/08 12/08 1/09 2/09 3/09 4/09

5/09 6/09 7/09 8/09 9/09 10/09 11/09 12/09 1/10 2/10

June 2008 capital actions

TARP investment

SCAP results

FTPS announcement

FITB 41%

SP Banks (9%)

BKX (21%)

Source: Bloomberg. Total return from 06/18/08 – 03/02/10.

© Fifth Third Bank | All Rights Reserved

15

Strong liquidity profile

Holding company unsecured debt maturities ($M)

$5.018 $ 750 0 0 0 0

2010 2011 2012 2013 2014 2015 on

Fifth Third Bancorp Fifth Third Capital Trust

Bank unsecured debt maturities ($M – excl. Brokered CDs)

$800 $500 $500 0 0 0

2010 2011 2012 2013 2014 2015 on

Fifth Third Bank

Retail Brokered CD maturities: $839M in 2010; $31M in 2011

– Institutional Brokered CD maturities: $370M in 2010 2/11/10 secured capacity $26B ($18.1B in Fed and $8.2B in FHLB) FHLB borrowings $2.5B; Q4 avg core deposits $72B; equity $14B

Holding Company cash at 12/31/09: $2.1B

Expected cash obligations over the next 12 months (assuming no TARP repayment)

— $0 debt maturities

— ~$39M common dividends

— ~$205M preferred dividends

– ~$35M Series G dividend

– ~$170M TARP dividend

— ~$221M interest and other expenses

Cash currently sufficient to satisfy all fixed obligations over the next 3+ years (debt maturities, common and preferred dividends, interest and other expenses) without accessing capital markets or relying on dividends from subsidiaries

Heavily core funded

Long Term Debt 9%

Equity12%

Other liabilities4%

ST Borrowings3%

Non-core Deposits7%

Consumer Time12%

Foreign Office2%

Savings / MMDA20%

Interest Checking15%

Demand16%

© Fifth Third Bank | All Rights Reserved

16

17

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Fifth Third Bank | All Rights Reserved

2010 developments

Fifth Third response

Macro themes

•

Sluggish loan demand

•

Deposits to grow but

expect some diminution

as later 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, neutral to modest asset sensitive

positioning

•

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

interest of all constituents, including shareholders

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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

favorably compare 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

19

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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.