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): September 15, 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 September 15, 2010, Fifth Third Bancorp will present its Investor Update. 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)
September 15, 2010	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Exhibit 99.1

Investor Update

September 15, 2010

Please refer to earnings release dated July 22, 2010 and 10-Q dated

August 9, 2010 for further information, including full results reported on a U.S.

GAAP basis

2

Fifth Third Bank | All Rights Reserved

2Q10 in review

Significant improvement in credit trends

•

Net charge-offs declined 25% sequentially (lowest level since

2Q08)

–

At $434M, down 43% from $756M peak

•

Nonperforming assets declined 5% and nonperforming loans

declined 8% sequentially (lowest levels since the first half of

2009)

–

Total delinquencies declined 17% sequentially (lowest

level since 2Q07)

•

Loan loss allowance of 4.85%, 146% of nonperforming loans and

leases and more than two times annualized 2Q10 net charge-offs

•

Realized credit losses have been significantly below SCAP

scenarios

Actions driving progress

•

Focusing on credit quality, portfolio management and loss

mitigation strategies

•

Executing on customer satisfaction initiatives and improving

customer loyalty

•

Enhancing breadth and profitability of offerings and

relationships

•

Becoming an employer of choice in the industry by continuing to

enhance employee engagement

Continued strong operating results

•

Net income of $192 million versus 1Q10 net loss of $10 million

•

Pre-provision net revenue of $567 million consistent with 1Q10

•

Average core deposits up $582 million, or 1% sequentially;

Average transaction deposits up $1.3 billion, or 2% sequentially

•

Strong capital ratios: Tier 1 common 7.2%, Leverage ratio 12.2%,

Tier 1 ratio 13.7%, Total capital ratio 18.0%

•

Extended $20 billion of new and renewed credit

3

Fifth Third Bank | All Rights Reserved

Strong profitability results

Strong profitability results

Core PPNR / Average assets (Annualized)

Core PPNR / NCOs

Price to Book Value

Strong relative profitability not yet reflected in valuation.

Source: SNL Financial and company reports. Data as of 2Q10. Price to Book as of 9/9/10.

* Core pre-tax pre-provision earnings excludes the following items: securities gains/losses, gains/losses from debt extinguishments, leveraged lease gains/losses, gains

from asset sales, and other non-recurring items.

ROAA

…driving above average profitability.

…more than sufficient to absorb credit losses…

Strong pre-provision profitability…

4

Fifth Third Bank | All Rights Reserved

Net interest income

NII and NIM (FTE)

•

Sequential trends in net interest income and

net interest margin reflect weak loan demand

and impact of excess liquidity held in cash

equivalents

–

NII down $14M and NIM down 6 bps in

2Q10 over prior quarter

•

Expect improved NII and NIM in 3Q10 from

CD maturities, stable loan spreads, and

public funds deposit runoff

(bps)

Reported NIM and YOY growth versus peers

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

Source: SNL Financial and company reports

*

Reflects purchase accounting adjustments from the First Charter acquisition of $37M, $29M, $25M, $21M, and $17M in 2Q09, 3Q09, 4Q09, 1Q10, and 2Q10, respectively.

** Excludes purchase accounting adjustments

Yields and rates**

($Ms)

5

Fifth Third Bank | All Rights Reserved

Balance sheet:

Continued growth in core funding

•

CRE loans down 4% sequentially and 14% from the previous year

•

C&I loans were flat sequentially and down 7% from the previous year largely

due to customer pay-downs and deleveraging despite strong originations

–

C&I balance trends more positive thus far in 3Q10

•

Consumer loans down 2% sequentially and 1% from the previous year

–

3Q10 balances likely to increase due to retention of higher quality,

shorter term mortgages

•

Currently expect period end loans to be flat to up modestly in 3Q10

•

Loan to core deposit ratio of 100%, down from 119% in 2Q09

•

Everyday Great Rates strategy continues to drive core deposit growth

–

DDAs

up 3% sequentially and 16% year-over-year

–

Retail transaction deposits up 5% sequentially and 12% from 2Q09

–

Commercial transaction deposits down 2% from 1Q10, up 41% from 2Q09

•

Expect modest period end core deposit growth in 3Q10, despite public

funds and CD runoff

Average loan growth ($B)^

Average core deposit growth ($B)

82

80

78

78

69

70

72

76

Average wholesale funding ($B)

31

26

20

22

•

Reduced

wholesale

funding

by

$1.2

billion

sequentially

and

$12.4

billion

from

the

previous

year

–

Non-core deposits down 10% sequentially and 45% from the previous year

–

Short term borrowings up 4% sequentially and down 80% from the

previous year

–

Long-term debt down 5% sequentially and 2% from the previous year

^ Excludes loans held-for-sale

Note: Numbers may not sum due to rounding

77

77

19

6

Fifth Third Bank | All Rights Reserved

Stable income and expense in difficult environment

Core fee income ($M)

Core expenses ($M)

•

Core noninterest income of $601M declined $23M, or 4%, compared with

prior quarter, impacted by lower mortgage banking net revenue

•

Sequential strength in card and processing revenue (+15%), corporate

banking revenue (+14%), and deposit service charges (+5%)

•

Credit-related costs affected fee income by $14M in 2Q10 compared with

$1M in 1Q10 and $8M in 2Q09

•

3Q mortgage revenue results likely to be stronger than originally

expected, reflecting continued strong originations and current MSR

hedge gain positions

•

Reg

E impact tracking to be in-line or modestly better than initial $80

million annualized estimate (unmitigated)

•

3Q10 pretax gain on BOLI settlement of $125 million (net of expenses)

•

Expense trends reflect elevated credit costs, higher compensation due

to increased production levels, and investment in sales force expansion

•

Core efficiency ratio of 62.6% in 2Q10, compared with 62.4% in 1Q10 and

61.6% in 2Q09

•

Credit-related costs affected noninterest expenses by $55M in 2Q10

($91M in 1Q10 and $57M in 2Q09)

•

Total expense related to mortgage repurchases ~$18M in 2Q10

compared with $39M in 1Q10 and $10M in 2Q09

–

Mortgage repurchase expense expected to increase in 3Q10;

increased claims, file requests and losses likely to result in higher

modeled 3Q mortgage repurchase reserves

* Refer to slide 20 for itemized effects of non-core fees and expenses

7

Fifth Third Bank | All Rights Reserved

Strong credit metrics compared with peers

Source: SNL Financial and company reports. Data as of 2Q10.

HFI NPA Ratio

Peer average: 2.5%

Peer average: 4.0%

Net Charge-off Ratio (Annualized)

“Texas Ratio”

(HFI NPAs + Over 90s) / (Reserves + TCE)

HFI NPAs + Over 90s -

Reserves / TCE

Peer average: 11%

FITB credit metrics lower than peer average and represent position of relative strength

8

Fifth Third Bank | All Rights Reserved

Recent credit trends better than peers

Source: SNL and company reports. NPA and NCO ratios exclude loans held-for-sale and covered assets for peers where appropriate.

* 4Q08 net charge-offs included $800M in NCOs related to commercial losses moved to held-for-sale

FITB

credit

metrics

were

higher

than

peers

but

are

now

generally

better

than

peers

NPA ratio vs. peers

Net charge-off ratio vs. peers*

Loans over 90 days delinquent % vs. peers

Loans 30-89 days delinquent % vs. peers

(7.5%)

(HFS transfer)

9

Fifth Third Bank | All Rights Reserved

Non-performing loans

Non-performing loans ($M)

$2.6B

$2.9B

$2.9B

$2.7B

Non-performing loans improving with lower

severity mix

$2.5B

Non-performing loan inflows have been lower than peers since early 2009.

FITB NPL inflows (relative to loans) vs. Peers

FITB

Source: SNL Financial

Peers include: BAC, BBT, C, CMA, HBAN, JPM, KEY, MI, MTB, PNC, RF, STI, USB, and WFC

New non-performing loan flows ($M)

NPL flows have declined significantly

10

Fifth Third Bank | All Rights Reserved

Strong reserve position

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

Coverage ratios are strong relative to peers

Industry leading reserve level

1.

FITB

4.85%

2.

KEY

4.16%

3.

ZION

4.11%

4.

HBAN

3.79%

5.

RF

3.71%

6.

MI

3.69%

7.

PNC

3.46%

8.

WFC

3.21%

9.

USB

2.83%

10.

STI

2.79%

11.

BBT

2.66%

12.

CMA

2.38%

13.

MTB

1.77%

Peer Average

3.21%

Reserves / Loans

11

Fifth Third Bank | All Rights Reserved

Robust capital position

Source: SNL Financial and company reports.

Strong capital ratios relative to peers, particularly considering reserve levels

Peer average w/

TARP: 11.5%

Peer average

w/o TARP: 9.7%

Tier 1 capital ratio (with and without TARP)

9.2%

11.0%

13.5%

12.6%

12.5%

13.6%

13.7%

12.0%

Tangible common equity ratio

Peer average: 7.0%

Tier 1 common ratio

Peer average: 7.8%

(Tier 1 common + reserves) / RWA

Peer average: 10.4%

12

Fifth Third Bank | All Rights Reserved

Strong liquidity profile

Retail Brokered CD maturities: $328M in 2010; $31M in 2011

FHLB borrowings $2.6B

6/30 unused avail. capacity $22B ($18.1B in Fed and $3.6B in FHLB)

Holding Company cash at 6/30/10: $1.4B

—

Total Fed deposits ~$4.0B

Expected cash obligations over the next 12 months (assuming no

TARP repayment)

—

$0 debt maturities

—

~$39M common dividends

—

~$205M preferred dividends  (~$35M Series G, ~$170M TARP)

—

~$281M interest and other expenses

Cash currently sufficient to more than satisfy all fixed obligations*

over the next

24 months without accessing capital

markets/subsidiary dividends

Bank

unsecured

debt

maturities

($M

–

excl.

Brokered

CDs)

Heavily core funded

Holding company unsecured debt maturities ($M)

* Debt maturities, common and preferred dividends, interest and other expenses

13

Fifth Third Bank | All Rights Reserved

Liquidity management

Over

the

past

two

years,

Fifth

Third

has

taken

a

number

of

steps

to

strengthen

the

overall

liquidity

position

of

the

bank

and

to

strengthen

overall

liquidity

risk

management.

These

items

include:

—

A shift to a more core-funded balance sheet, with a focus on relationship deposits

—

Decreased reliance on  unsecured short-term funding and less stable funding sources

—

Increased efficiency in mobilizing assets for funding and contingent liquidity purposes

–

Better

recognition

of

the

liquidity

value

of

various

assets,

and

the

ease

with

which

those

assets

can

be

utilized

for

funding

—

The implementation of additional liquidity metrics to enhance liquidity and funding management

Liquidity measures are significantly improved relative to pre-crisis levels:

Liquidity Comparison

June 30th, 2008

June 30th, 2010

Total Wholesale Funding Portfolio

$28 Billion

$11 Billion

% Maturing within 1 Year

61%

3%

Total FHLB Borrowings

$6 Billion

$3 Billion

Brokered CDs

$6 Billion

$358 Million

Overnight Borrowings

$3 Billion

$0

Total Secured Borrowing Capacity

$13 Billion

$24 Billion

Non-Core Funding / Total Assets

32%

17%

Net Loans & Leases / Core Deposits

133%

102%

Core Deposits

$64 Billion

$76 Billion

Fifth

Third

will

continue

to

focus

on

core

funding,

asset

liquidity,

and

contingent

funding

sources,

while

maintaining

a

low

reliance

on

unsecured

short-term

funding

and

more

volatile

funding

sources.

14

Fifth Third Bank | All Rights Reserved

Majority of footprint beginning to recover

(Early cycle impact; strong industrial base)

Source:  Map from Moody’s Analytics, deposit market share data from SNL Financial and FDIC

Categories based on Moody’s Analytics’ Adversity Index, which is a composite index of  unemployment, industrial production, home prices and 

housing starts.  Declining values lead to labeling as Recession, rising indicators are labeled as Recovery, rising indicators past previous growth

peaks are labeled as Expansion, and mixed indicators are labeled as At Risk

15

Fifth Third Bank | All Rights Reserved

Continuing to invest for the future

16

Fifth Third Bank | All Rights Reserved

Well-positioned for changed financial landscape

Fifth Third’s business model is driven by traditional banking activities

—

Making loans, taking deposits, treasury management

—

Largest bank headquartered within core Midwest footprint

No significant business at Fifth Third impaired during crisis; core business activities

not generally limited by financial reform

—

Didn’t/don’t originate/sell CDOs

—

Didn’t/don’t originate/sell subprime mortgages or Option ARMs

—

De minimis market making in derivatives

—

De minimis proprietary trading

—

Small private equity portfolio <$100M (holding company subsidiary)

—

Low level of financial system “interconnectedness”

(e.g., Fifth Third loss in Lehman

bankruptcy should be less than $2 million)

—

Daily VaR less than $500 thousand

While financial reform will be costly, expect financial reform to create new opportunities for

banking industry through re-intermediation

Expect to continue capitalizing on strong competitive position

as the landscape evolves further toward Fifth Third’s traditional strengths

17

Fifth Third Bank | All Rights Reserved

Peer performance summary –

YoY

Comparison

Continued relative outperformance on key value drivers

FITB       

2Q10

Regional

bank peer

average

(1)          

2Q10

Performance          

vs. peers

Core pre-tax pre-provision earnings* /

average assets (annualized)

2.0%

1.9%

Better

Average core deposits growth

+12%

+7%

Better

Net charge-off ratio /

(bps)

2.26% (-82)

2.50% (-3)

Better

NPA ratio* /

(bps)

3.87% (+39)

4.01% (+50)

Better

Operating efficiency ratio*

63%

64%

Better

Average loan growth*

-6%

-7%

Better

Net interest margin /

(bps)

3.57% (+31)

3.62% (+33)

In-line

Source: SNL Financial and company reports.

(1)

Regional bank peer average consists of BBT, CMA, HBAN, KEY, MTB, MI, PNC, RF, STI, USB, WFC, and ZION.

*

Operating fee growth, core pre-tax pre-provision earnings, and operating efficiency ratio exclude the following items: securities gains/losses, gains/losses from debt

extinguishments, leveraged lease gains/losses, gains from asset sales, goodwill impairment charges, FDIC special assessment, the pro forma effect of the 2Q09

processing business sale, and other non-recurring items. Average loans include only loans held-for-investment. NPAs exclude loans held-for-sale and covered assets.

18

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.

19

Fifth Third Bank | All Rights Reserved

Liability mix and pricing discipline drive

strong net interest income/NIM results

•

Strong, deposit rich core funding mix

supports relatively low cost of funds

–

Low reliance on wholesale funding

•

Continued pricing discipline on

commercial loans, consistent with market

trends toward better risk-adjusted spreads

–

C&I spreads over 1-month LIBOR

have increased more than 150 bps in

the past two years

Source: SNL Financial and company reports.

Deposits / Assets

C&I Spread to 1-month LIBOR

2Q10 Cost of Funds Peer Comparison

Peer average 1.06%

Peer average 69%

20

Fifth Third Bank | All Rights Reserved

Pre-tax pre-provision earnings

•

Reported PPNR of $567M consistent with strong 1Q10 levels, reflecting fee income results

and lower expenses, partially offset by lower net interest income

•

Core PPNR of $552M, due to negative adjustments totaling $15M, resulting in sequential and

year-over-year declines of 3% and 2%, respectively

•

Excluding the impact of credit-related adjustments ($69M in 2Q10), PPNR down 6% versus

1Q10; down 2% versus 2Q09

Core PPNR

Core PPNR reconciliation

* Pre-provision net revenue (PPNR): net interest income plus noninterest income minus noninterest expense

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

Reported PPNR

$511

$2,393

$844

$562

$568

$567

Adjustments:

Gain on sale of Visa shares

-

-

(244)

-

-

-

BOLI charge

54

-

-

-

-

-

Gain from sale of processing interest

-

(1,764)

6

-

-

-

Divested merchant and EFT revenue

(155)

(169)

-

-

-

-

Class B Visa swap fair value adjustment

-

-

-

-

9

-

Securities gains/losses

24

(5)

(8)

(2)

(14)

(8)

Visa litigation reserve expense

-

-

(73)

-

-

-

Other litigation reserve expense

-

-

-

22

4

3

FTPS warrants and puts

-

-

-

(20)

2

(10)

Seasonal pension expense

-

-

10

-

-

-

FDIC special assessment

-

55

-

-

-

-

Divested merchant & EFT expense

(est.)

49

54

-

-

-

-

Core PPNR

$483

$564

$535

$562

$569

$552

Credit Related Items:

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

loan sales

3

8

45

30

1

14

Problem asset work-out expenses

94

57

111

73

91

55

Credit adjusted PPNR

$580

$630

$690

$665

$661

$621

21

Fifth Third Bank | All Rights Reserved

Manageable commercial real estate exposure

CRE / Assets

Source: SNL Financial and company reports.

CRE / (TCE + Reserves)

Peer average: 256%

Peer average: 22%

CRE

exposure

lower

than

peer

average;

problems

relatively

more

manageable

given

capital

and

reserves

22

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

Of $1.8B in consumer TDRs, over $1.6B were on accrual

status and $246M were nonaccruals

—

$1.0B

of

TDRs

are

current

and

have

been

on

the

books

6

or

more

months;

within

that,

$600M

of

TDRs

are

current and have been on the books for more than a

year

TDR default propensity declines significantly with seasonality

—

We do not typically see significant defaults on current

loans once a vintage approaches 12 months since

modification

TDR performance has improved in newer vintages

Outperforming redefault

benchmarks

Source:  Fifth Third and OCC/OTS data; data through 4Q09; industry data cumulative through 4Q09

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 December 2009)

Fannie Mae

Industry

portfolio loans

Fifth Third

Volume by

vintage

Freddie Mac

3Q09    $386M

Current consumer TDRs

($Ms)

4Q09    $153M

$1.0

billion

2008

2009

Time since restructuring

23

Fifth Third Bank | All Rights Reserved

Industry leading reserve levels

Reserves / NPAs

Reserves / Loans

Source: SNL Financial and company reports. Data as of 2Q10.

NPLs and NPAs exclude loans held-for-sale.

Reserves / Net Charge-offs (Annualized)

Reserves / NPLs

Peer average: 3.2%

Peer average: 140%

Fifth Third is the only bank with both Reserve/NPAs above 1 and Reserves/NCOs >150%

Peer average: 85%

Peer average: 99%

24

Fifth Third Bank | All Rights Reserved

Potential impact of key elements of Dodd-Frank Act

and other recent financial legislation*

Scope of activity

Potential impact**

Volcker Rule /

Derivatives

•

Vast majority of derivatives activities are exempted

(FITB generally not a market maker)

•

Any proprietary trading de minimis

•

“P/E”

fund investments <$100M (<1% of Tier 1 capital)

•

Expect minimal financial impact from loss of existing

revenue

•

Potentially higher compliance costs despite small levels

of non-exempt activities

Debit

Interchange

(Durbin

Amendment)

•

LTM^ debit interchange revenue $190M

–

Signature $171M, PIN $19M

•

LTM debit interchange $ volume: $15B

–

Signature $11.6B, PIN $3.4B

•

LTM debit interchange transaction volume: 412M

–

Signature 328M, PIN 84M

•

Will

not

know

what

“reasonable”

and

“proportional”

mean

until after Fed study

•

Each 10 bps reduction in overall interchange rates would

represent ~$15M revenue impact annually, before effect

of mitigation

•

Additional follow-on effects on industry debit card

payments business could result from changes

Deposit

Insurance

•

Current assessed base (Deposits): $80B

•

Proposed assessed base (Assets-TE): $97B

•

FITB percentage share of new industry assessment

base lower than its percentage share of old base (due

to lower reliance on wholesale funding)

•

Don’t know assessment rates on new base

•

DIF reserve target increase to 1.35% from 1.15%

–

May be achieved from banks >$50B through higher

annual assessments or longer period of elevated

assessments

Reg. E

•

Requires

customers

to

“opt-in”

to

allow

non-recurring

electronic overdrafts (e.g. debit, ATM) from accounts

•

Estimated ~$20M per quarter ($80M annualized)

reduction to deposit service charges, before effect of

mitigation

Potential impact of these and other elements of financial regulatory reform, such as CFPA activities and many other

aspects, are unknown at this time

TRUPs

exclusion

(Collins

Amendment)

•

280 bps of non-common Tier 1 capital in capital

structure

•

>300 bps of non-common Tier 1 currently

–

Potentially more than may be needed post-Basel III

•

3-year transition period begins 2013

•

Will manage capital structure to desired  composition

* Based on current understanding of legislation. ** Potential impact, as noted above, is not intended to be inclusive of all potential impacts that may result from implementation

of legislation. Please refer also to cautionary statement.

^ LTM = last twelve months

25

Fifth Third Bank | All Rights Reserved

Fifth Third Debt Ratings

As of

9/13/10

Fifth Third Bancorp

Moody's

Standard & Poor's

Fitch

DBRS

Short Term Debt

P-2

Short Term Issuer

A-2

Short Term Issuer

F1

Short Term

R-1L

Senior Unsecured

Baa1

Long Term Issuer

BBB

Long Term Issuer

A-

Long Term Issuer

AL

Outlook

Negative

Outlook

Stable

Individual Rating

C *+

Outlook

Stable

Outlook Date

4/14/2009

Outlook Date

7/23/2010

Outlook

Stable

Outlook Date

11/24/2009

Outlook Date

5/24/2010

Fifth Third Bank (OH)

Moody's

Standard & Poor's

Fitch

DBRS

Short Term Debt

P-1 *-

Short Term Issuer

A-2

ST Issuer Default

F1

Short Term

R-1L

Long Term Issuer

A2 *-

Long Term Issuer

BBB+

Long Term Issuer

A-

Long Term Deposit

A

Long Term Deposit

A2 *-

Long Term Deposit

A

Senior Unsecured

A

*-

Indicates Negative Watch

*+ Indicates Positive Watch