Fourth Quarter Earnings Conference Call

Cautionary statement

This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of

1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule

3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance

or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is

anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,”

“trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,”

“might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties,

including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K. 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, including the

recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act; (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.

4Q10 in review

Credit continuing to improve

•

Net charge-offs of $356 million (1.86 percent of loans and leases) vs. 3Q10

NCOs of $956 million (3Q10 included $510 million of losses on the sale or

transfer of loans to held-for-sale and $446 million of losses on remaining loan

portfolio)

•

Total NPAs

of $2.5 billion including held-for-sale declined $313 million or 11

percent sequentially to lowest level since 2008

–

Total delinquencies down 7% sequentially (lowest level since 1Q07)

•

Provision expense of $166 million

•

Loan loss allowance of 3.88%; coverage 138% of NPAs

and 179% of NPLs

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 available to common shareholders of $270 million, $0.33 per diluted

•

Period end loans and leases up $1.5 billion or 2% sequentially

•

Pre-provision net revenue (PPNR)* of $583 million reflecting solid net interest

income, mortgage banking revenue, and corporate revenue results.

•

Return on average assets of 1.18%; return on average common equity of 10.4%

•

Strong capital ratios: Tier 1 common 7.50%, Tier 1 ratio 13.94%,

Total capital

ratio 18.14%

•

Extended $26 billion of new and renewed credit

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

Financial summary

•

4Q10 earnings $0.33 per diluted share, up 50% sequentially, demonstrating strong operating results and continued improvement in credit

results

•

Return on average assets of 1.18% and return on average common equity of 10.4%.

•

Strong net interest income and net interest margin performance

–

Reflected

ongoing

repricing

and

deposit

mix

shift

out

CDs,

well

higher

average

total

loan

balances

and

continued

deposit

pricing discipline, partially offset by effect of FTPS loan refinancing

–

Average core deposits up 6% year-over-year; up 2% sequentially, reflecting seasonally high DDA balances and includes decline in

consumer CDs

•

4Q10 NCO ratio of 1.86% reflecting continued improvement in the credit quality of loans as well as the benefit from 3Q10 credit actions

Actual

Seq.

YOY

($ in millions)

4Q09

3Q10

4Q10

Average Balances

Commercial loans

$45,395

$43,861

$42,808

($1,053)

(2%)

($2,587)

(6%)

Consumer loans

32,206

32,756

33,428

671

1,222

Total loans & leases (excl. held-for-sale)

$77,601

$76,617

$76,236

($381)

($1,365)

(2%)

Core deposits

$71,845

$75,202

$76,454

$1,252

$4,609

Income Statement Data

Net interest income (taxable equivalent)

$883

$916

$919

$36

Provision for loan and lease losses

776

457

166

(290)

(64%)

(610)

(79%)

Noninterest income

651

827

656

(171)

(21%)

Noninterest expense

967

979

987

Net Income (loss)

($98)

$238

$333

$95

40%

$431

Diluted earnings after preferred dividends

($160)

$175

$270

$95

54%

$430

Pre-provision net revenue

$562

$760

$583

($177)

(23%)

$21

Earnings per share, basic

($0.20)

$0.22

$0.34

$0.12

55%

$0.54

Earnings per share, diluted

($0.20)

$0.22

$0.33

$0.11

50%

$0.53

Net interest margin

3.55%

3.70%

3.75%

5 bps

20bps

Return on average assets

(0.35%)

0.84%

1.18%

50bps

40%

153bps

Balance sheet

•

Extended $26 billion of new and renewed credit in 4Q10

•

C&I loans flat sequentially and up 2% from the previous year

•

CRE loans down 8% sequentially and 18% from the previous year

•

Consumer loans up 2% sequentially and up 4% from the previous year

•

Warehoused residential mortgage loans held-for-sale were $2.3 billion at

quarter end

Flat QoQ; (2%) YoY

+2% QoQ; +6% YoY

•

Core deposit to loan ratio of 100%, up from 93% in 4Q09

•

DDAs

up 9% sequentially and 16% year-over-year

•

Retail average transaction deposits up 4% sequentially and 14% from the

previous year, driven by growth in demand deposit, savings, and interest

checking account balances

•

Commercial average transaction deposits up 5% sequentially, driven by growth

in demand deposit interest checking account balance

–

Excluding public funds balances, commercial average transaction deposits

increased 6% sequentially and 33% over prior year

Average loan growth ($B)^

Average core deposit growth ($B)

Average wholesale funding ($B)

•

Reduced wholesale funding by $4.8 billion from the fourth quarter of 2009

–

Non-core deposits down 20% sequentially and 41% from the previous year

–

Short term borrowings down 4% sequentially and 39% from the previous

year

–

Long-term debt down 6% sequentially and 1% from the previous year

^ Excludes loans held-for-sale

Note: Numbers may not sum due to rounding

Noninterest income

•

Noninterest income of $656 million down $171 million, or 21%, from prior quarter; excluding 3Q10 BOLI settlement

noninterest income decreased $19 million, or 3%, compared with 3Q10 noninterest income of $675 million driven by

exceptionally strong third quarter mortgage results

–

Strong corporate banking revenue results; mortgage banking net revenue largely driven by originations of $7.4

billion

•

OREO write-downs, negative fair value adjustments, and gains/losses on loan

sales recorded in other noninterest

income continue to negatively impact noninterest income:

Noninterest income

Note: Numbers may not sum due to rounding

Actual

($ in millions)

4Q09

3Q10

4Q10

Gain / (loss) on sale of loans

(1)

Commercial loans HFS FV adjustment

(17)

(9)

(35)

Gain / (loss) on sale of OREO properties

(21)

(29)

(19)

Mortgage repurchase costs

(2)

(1)

Total credit-related revenue

($31)

($42)

($34)

Actual

Seq.

YOY

4Q09

3Q10

4Q10

($ in millions)

Service charges on deposits

$159

$143

$140

($3)

(2%)

($19)

(12%)

Corporate banking revenue

103

20%

16%

Mortgage banking revenue

132

232

149

(83)

(36%)

13%

Investment advisory services

Card and processing revenue

Other noninterest income

107

195

(140)

(72%)

(52)

(49%)

Securities gain (losses), net

Securities gains, net -

non-qualifying hedges on MSRs

Noninterest income

$651

$827

$656

$ (171)

(21%)

Noninterest expense

•

Noninterest expense of $987 million increased $8 million, or 1%,

compared with 3Q10, driven by an increase in

revenue-based incentives; 4Q10 included a $17

million charge related to termination of FHLB debt and 3Q10 included

$25 million in legal expenses associated with the BOLI settlement

–

Year-over-year increase also impacted by growth in salaries, wages, and incentives due to higher levels of

production and investment in sales force expansion

•

Credit related expenses declined but remain elevated:

Note: Numbers may not sum due to rounding

Actual

Seq.

YOY

4Q09

3Q10

4Q10

($ in millions)

Salaries, wages and incentives

$331

$360

$385

$25

$54

16%

Employee benefits

(9)

(11%)

Net occupancy expense

Technology and communications

Equipment expense

Card and processing expense

(1)

(2%)

Other noninterest expense

387

361

343

(19)

(5%)

(44)

(11%)

Noninterest expense

$967

$979

$987

$20

Actual

($ in millions)

4Q09

3Q10

4Q10

Mortgage repurchase expense

$17

$45

$20

Provision for unfunded commitments

(23)

(4)

Derivative valuation adjustments

(2)

(1)

OREO expense

Other work-out related expenses

Total credit-related operating expenses

$73

$67

$53

Pre-tax pre-provision earnings

Core PPNR trend

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

•

Reported PPNR of $583 million down 23% from strong 3Q10 levels which included the BOLI

litigation settlement and higher mortgage banking revenue, and up 4% over prior year

reflecting solid net interest income and mortgage banking revenue results

•

Adjusted PPNR of $576 million, including adjustments totaling ($27) million, resulting in

adjusted sequential decrease of 9% and year-over-year increase of 2%

•

Excluding the impact of credit-related adjustments ($87mm in 4Q10), PPNR down 11% versus

3Q10; stable versus 4Q09

Adjusted PPNR +2% Credit adjusted PPNR flat%

Core PPNR reconciliation

4Q09

1Q10

2Q10

3Q10

4Q10

Reported PPNR

$562

$568

$567

$760

$583

Adjustments:

BOLI

(127)

Gain on sale of Visa shares

Divested merchant and EFT revenue

(2)

Securities gains/losses

(2)

(14)

(8)

(4)

(21)

Other litigation reserve expense

FTPS warrants + puts

(20)

(10)

(3)

Extinguishment of FHLB funding

Divested merchant and EFT expense (estimated)

Adjusted PPNR

$562

$569

$552

$634

$576

Credit

Items:

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

Problem asset work-out expenses

Credit adjusted PPNR

$666

$661

$622

$743

$663

Net charge-offs

Net charge-offs by loan type

Net charge-offs by geography

Net charge-offs ($mm)

$mm

Commercial

$173

49%

Consumer

$183

51%

Total

$356

100%

Actual

Seq.

YOY

($ in millions)

4Q09

3Q10

4Q10

C&I

$183

$237

$85

($152)

(64%)

($98)

(54%)

Commercial mortgage

142

268

($188)

(70%)

($62)

(44%)

Commercial construction

135

121

($110)

(91%)

($124)

(92%)

Commercial lease

(3)

($4)

(400%)

($11)

(138%)

Commercial

$468

$627

$173

($454)

(72%)

($295)

(63%)

Residential mortgage loans

204

(142)

(70%)

(16)

(21%)

Home equity

(1)

(2%)

(17)

(21%)

Automobile

12%

(13)

(41%)

Credit card

(3)

(8%)

(11)

(25%)

Other consumer

(2)

(33%)

Consumer

$240

$329

$183

($146)

(44%)

($57)

(24%)

Total net charge-offs

$708

$956

$356

($600)

(63%)

($352)

(50%)

Charge-offs down due to improving credit trends and effect of 3Q10 credit actions*

* See slide 36 for more information

NPL Rollforward

Significant improvement in NPL inflows over past two years

NPL HFI Rollforward

Commercial

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

Beginning NPL Amount

1,406

1,937

2,110

2,430

2,392

2,172

1,980

1,261

New nonaccrual loans

799

544

832

602

405

310

290

308

Paydowns, payoffs, sales and net other activity

(157)

(190)

(246)

(332)

(425)

(401)

(631)

(169)

Charge-offs

(111)

(181)

(266)

(308)

(200)

(100)

(379)

(103)

Ending Commercial NPL

1,937

2,110

2,430

2,392

2,172

1,980

1,261

1,298

Consumer

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

Beginning NPL Amount

457

459

477

517

555

561

550

323

New nonaccrual loans

157

125

160

152

137

205

157

159

Net other activity

(155)

(107)

(120)

(114)

(131)

(216)

(384)

(100)

Ending Consumer NPL

459

477

517

555

561

550

323

382

Total NPL

2,396

2,587

2,947

2,733

2,530

1,584

1,680

Total new nonaccrual loans -

HFI

956

669

992

754

542

515

447

467

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

lower rate than other bank held portfolio modifications

—

Fifth

Third’s

TDRs

less

likely

redefault

than

modifications on GSE mortgages

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

$206M were nonaccruals

—

$1.1 billion of TDRs

are current and

have been on the

books 6 or more months; within that, nearly $800

million of TDRs

are current and have been on the

books for more than a year

As current TDRs

season, their default propensity declines

significantly

—

We see much lower defaults on current loans after a

vintage approaches 12 months since modification

TDR performance has improved in newer vintages

Outperforming redefault

benchmarks

Source: Fifth Third and OCC/OTS data through 3Q10

Mortgage TDR 60+ redefault

trend by vintage

1Q08 $55

2Q08 $114

3Q08 $112

4Q08 $128

1Q09 $189

2Q09 $219

Months since modification

Mortgage TDR 60+ redefault

rate: Fifth Third comparison

(January 1, 2008 through September 2010)

Fannie Mae

Industry

portfolio loans

Fifth Third

Volume by

vintage ($mm)

Freddie Mac

3Q09 $269

Current consumer TDRs

(%)

4Q09 $137

$1.1

billion

2008

2009

1Q10 $131

2Q10 $105

$4.1B

Realized credit losses have been significantly below SCAP submissions; expect further improvement

Actual

$2.6B

Actual

$2.7B

$2.8B

2009 SCAP scenarios vs. current loss expectations under internally-specified scenarios

Internal

Base Case

Updated internal stress analysis vs. SCAP scenarios

Fifth Third’s realized credit

losses were 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

–

Economic and credit market

conditions have been much

better than expected in

Spring 2009

2010 charge-offs of $2.3bn

(included $510mm

on sale /

transfer of $900mm of NPLs

3Q10)

–

16% lower than baseline

submission, 53% below

adverse scenario under

SCAP

2011 charge-offs expected lower

than 2010

–

Reflects aggressive actions

to address / dispose of

problem credits

–

3Q10 dispositions alone

expected to reduce 2011

charge-offs by ~$300mm³

Base

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.

Moody’s Economy.com scenarios; macroeconomic scenarios and estimates as of November 2010 (probabilities assigned by Moody’s).

It is not known what, if any, losses taken in 2010 due to 3Q10 credit actions would have been taken in 2011 through “normal” charge-off recognition processes

Well-positioned for the future

•

Holding company cash currently sufficient for more than two years of obligations; no holding company or

Bank debt maturities until 2013

•

Bank level capital ratios significantly above most peers

•

After TARP repayment, Fifth Third will have completely exited all crisis-era government support programs

–

Fifth Third is one of the few large banks that have no TLGP-guaranteed debt

Superior capital and liquidity position

•

$1.2bn problem assets addressed through loan sales and transfer to HFS in 3Q10

•

NCOs below 2%; 213% reserves / annualized NCOs

•

Substantial reduction in exposure to CRE since 1Q09; relatively low CRE exposure versus peers

Proactive approach to risk management

•

Traditional commercial banking franchise built on customer-oriented localized operating model

•

Strong market share in key markets with focus on further improving density

•

Fee income ~40% of total revenues

Diversified traditional banking platform

•

PPNR has remained strong throughout the credit cycle

•

PPNR substantially exceeds annual net charge-offs (164% PPNR / NCOs in 4Q10)

•

1.18% ROAA in 4Q10

Strong industry leader in earnings power

Pro forma capital ratios

Refer to Regulation G Non-GAAP Reconciliation in appendix

Note: Pro forma capital ratios net of write-off of discount accretion on TARP preferred stock of $164mm and underwriting fees of approximately $51mm.

Pro forma ratios include $1,700mm common equity issuance

Pro forma ratios also assume repurchase of the Bancorp’s Fixed Rate Cumulative Perpetual Preferred Stock, Series F, issued under TARP CPP subject to U.S. Treasury approval.

Also includes proposed phase-out of trust preferred securities under Dodd-Frank Act and Basel III

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

Post-offering capital position creates foundation for future growth

TCE / TA (incl. unrealized gains)

Tier 1 common

Tier 1 capital

Total capital

7.1%

7.3%

13.9%

18.3%

7.3%

7.5%

13.9%

18.1%

4Q10

$1.7bn offering

pro

forma

3Q10

Consolidated

Bank

Tier 1 common

Tier 1 capital

14.5%

13.2%

14.5%

13.2%

8.8%

9.1%

15.6%

19.8%

13.2%

7.1%

8.3%

11.7%

15.2%

3Q10

Peer

Median

10.1%

TCE / TA (excl. unrealized gains)

6.7%

7.0%

8.6%

7.1%

including

phase-out

TRUPS

11.1%

11.2%

12.8%

8.9%

Tier 1 leverage

12.5%

12.8%

14.3%

9.4%

4Q10 TARP

redemption

pro

forma

8.7%

9.0%

12.2%

16.4%

13.2%

8.4%

9.4%

11.2%

Pro forma capital position vs. peers

(not

adjusted

for Basel III)

Fifth Third’s capital position will be well in excess of any established standards and most peers

Red: repaid TARP

Tier 1 common (peers)

Tier 1 common (FITB)

Reserves

(Tier 1 common + reserves) RWA

Red: repaid

TARP

Tier 1 capital ex-TPS & TARP (peers)

Tier 1 capital ex-TPS & TARP (FITB)

Tier 1 capital ratio

Trust preferred

TARP CPP

Preferred equity

11.6%

12.0%

12.5%

12.0%

12.2%

11.1%

11.2%

10.5%

10.9%

9.8%

10.6%

9.9%

7.9%

10.3%

CMA PNC PF PF

BBT ZION KEY STI WFC

RF USB

FITB MI MTB

HBAN¹

FITB²

10.5%

11.9%

14.0%

10.8%

9.7%

12.2%

10.9%

9.6%

11.7%

8.9%

11.2%

14.3%

13.6%

11.7%

13.9%

12.1%

10.8%

9.5%

10.3%

9.9%

10.4%

8.5%

6.8%

8.2%

8.6%

8.2%

10.4%

7.6%

PF PNC CMA ZION WFC PF

BBT

KEY USB

STI FITB RF MI MTB

HBAN¹

FITB²

Ranked in order of Tier 1 capital from instruments not being phased out

9.4%

Source: SNL Financial and company filings (financial data as of 3Q10). Common equity ratios for non-TARP repayers exclude discount accretion from attribution of TARP value (included in “TARP CPP” at top of bars).

Consolidated capital ratios pro forma adjusted for common equity and subordinated debt issuance. HBAN reported 3Q10 Tier 1 common ratio of 7.4% and Tier 1 capital ratio of 12.8%

Pro forma for TARP redemption and issuance of $1.7bn of common equity net of associated items. FITB reported 4Q10 Tier 1 common ratio of 7.5% and Tier 1 capital ratio of 13.9%. Refer to Regulation G Non-GAAP Reconciliation in

appendix.

Pro forma capital position including TARP repayment

(adjusted

for Basel III*)

Source: SNL Financial, company filings, and third-party estimates. Financial data as of 3Q10, not adjusted for potential mitigation efforts.

Note: Four large peers include estimated Basel III RWA impact based on BIS proposals

* Estimates

based on current Basel III rules released by the Basel Committee

Pro forma for TARP redemption, issuance of $1.7bn of common equity, net of associated items, and phase-out of trust-preferred securities. Reported 4Q10 Tier 1 common ratio of 7.5%.

Tier 1 common ratio (+ reserves / RWA)

Adjusted

for

Basel

III,

Fifth

Third’s

pro

forma

capital

position

would

strongest

among

peers

level

and quality

Reserves

Tier 1 common (peers)

Tier 1 common (FITB)

12.3%

Note: Peers not in order of prior slide; estimated

Unlike other SCAP commercial banks, Fifth Third

does not expect adverse effect to common

capital ratios from Basel III

—

Improvement of relative capital position

Potentially net positive impact on regulatory

capital

—

Limited deductions for mortgage servicing

rights and deferred tax assets

—

Potentially positive impact from the absence

of an adjustment for unrealized gains and

losses

Do not expect significant risk weighted assets

impact

—

Low level of financial counterparty

interconnectedness

—

Daily Value-at-Risk less than $500 thousand

—

Fifth Third is not a Basel II bank

9.7% Tier 1 capital ratio on fully phased-in basis*

—

Top of peer group under Basel III

11.1%

PF Bank Bank Bank

Bank

FITB Bank Bank

Bank

FITB¹

1 2 3 4 5

6 7 8 9 10 11

12 13 14 15

9.3%

7.8%

Capital management philosophy

•

Return excess capital to shareholders after assessment of other capital deployment alternatives and

maintenance of buffers over targeted and required capital levels

•

Evaluate any share repurchases in context of stock price level

•

Not expected in near term

Share repurchases*

•

Prudently expand franchise or increase density in core markets via disciplined acquisition evaluation

•

Attain top 3 market position in 65% of markets or more

Strategic opportunities*

•

Strong levels of profitability would support significantly higher dividend than current dividend

•

Subject to consideration and approval of plans submitted under CCPR**

Return to more normal dividend policy*

•

Support growth of core banking franchise

•

Improving loan demand in recovering economy

Organic growth opportunities

* Subject to Board of Directors and regulatory approval

** Comprehensive Capital Plan Review by Federal Reserve

Internal Tier 1 common equity target of 8% range

Potential effects of capital plan and TARP repayment

on income statement and earnings per share

Fifth Third has not provided earnings or earnings per share guidance

The comments below relate to the expected effects of our capital

plan on our earnings and earnings per share.

—

Write-off of discount accretion and avoidance of accretion of discount: when we recorded the TARP preferred in

our books, we were required to allocate the $3.408 billion to the value of the preferred stock and to the

associated warrants. The amortized value of the discount assigned to the preferred stock was $153 million as of

12/31/10.

This

will

written-off

the

time

TARP

redemption

through

increase

“preferred

dividends”

and

reduce income available to common shareholders by

the amount of the write-off. We will avoid future accretion

of discount ($11 million in 4Q10)

—

TARP

preferred

dividend:

The

TARP

preferred

dividend

$3.408

billion

($170.4

million

year

$42.6

million

quarter).

represents

approximately

$0.20

per

common

annual

basis

and

approximately

$0.05 per common share on a quarterly basis. Net income available to common shareholders will begin to benefit

from the elimination of this dividend at the time of TARP repayment.

—

Net interest income would be modestly reduced by the net effect of our capital plan and TARP repayment. This

would be driven by the following factors:

–

Our announced common stock offering will be “free funds”

from a net interest income perspective. However,

TARP preferred stock is also free funds from a net interest income perspective.

–

intend

fund

the

remainder

TARP

repayment

primarily

from

available

funds

but

also

with

planned

debt offering. The cost of replacing available funds with other sources of similar funding is currently very low

in this interest rate environment. The effect of the planned debt offering is yet to be determined and will

depend on the size of that offering, its cost, and the time of that offering and any associated hedges.

—

Earnings per share*: Will be affected by the above effects on any period, and the effect of the addition of the

shares expected to be issued in our announced common stock offering. Our average fully diluted share count for

fourth quarter 2010 was approximately 836 million (actual shares

were approximately 796 million). Using our

closing share price on January 18, 2011 of $14.86, the contemplated $1.7 billion offering would involve the

issuance of approximately 114 million shares. Thus, our announced offering would increase our average fully

diluted share count on an annualized basis by the shares issued,

and increase the number of fully diluted shares

by approximately 12 percent (number of actual shares by approximately 12.5 percent).

* Excludes effect of any over-allotment option and associated equity forward agreement

Balance Sheet:

Average loans & leases (incl. HFS)

Average core deposits

Income Statement:

Net interest income*

Net interest margin*

Noninterest income

Noninterest expense

Pre-provision net revenue

Asset Quality:

Net charge-offs

Loan loss allowance

Nonperforming assets^

Returns:

ROA

ROACE

Capital Ratios:

Tier I common equity

Tier I leverage

Tier I capital

Total risk-based capital

Category

Fifth Third: First quarter 2011 outlook

1Q11 Outlook

$79.1 billion

$76.4 billion

Down $5-10mm

Up 5-10bps

$600mm +/-

~$950mm range

~$550-560mm range

Please see cautionary statement for risk factors related to forward-looking statements.

* Presented on a fully-taxable equivalent basis.

^ Ratios as a percent of loans excluding held-for-sale; allowance expectation assumes current expectation for credit and economic trends and is subject to review at quarter-end.

Does not incorporate effects of proposed offering

4Q10 Actual

Results

Outlook as of January 19, 2011

Continued growth

Modest decline

Stable

Lower

Building

$919 million

3.75%

$656 million

$987 million

$583 million

7.5%

12.8%

13.9%

18.1%

$356 million

$3.0 billion (3.88%)

$2.2 billion (2.79%)

1.18%

10.3%

1%+ (normalized 1.3%-1.5%)

10% vicinity

Includes 1Q

seasonality

A foundation of continued growth

Capital

–

foundation for continued growth

—

Tier 1 common capital has increased 313bps or $2.6bn

—

Capital base transformed through series of capital actions

–

9.4% pro forma Tier 1 ratio excluding trust preferred

securities to be phased-out beginning 2013

—

Capital levels supplemented by strong reserve levels

–

Loan loss reserves 3.88% of loans and 179% of NPLs

—

9.0% pro forma Tier 1 common ratio

is $1.0bn in excess of

internal 8.0% target

Credit

–

ongoing discipline driving steady improvement

—

Broad-based improvements in problem loans

–

72% reduction in 90+ day delinquent loans since 3Q09

–

NCO ratio of 1.86%, first time below 2.0% since 2Q08

–

164% PPNR

/ NCOs in 4Q10

—

Balance sheet risk lowered through asset sales, resolutions

–

$1.3bn (43%) decline in NPLs

since 4Q09

Profitability

–

recent results support positive momentum

—

PPNR remained stable throughout cycle

—

5 consecutive quarters of increasing earnings with 3

consecutive profitable quarters

—

Return on assets 1.18%; Return on average common equity

10.4% in 4Q10

Tier 1 common ratio (%)

NPL / Loans

(%)

PPNR / Net charge-offs (%)

Return on assets (%)

Well positioned due to combination of strong PPNR trends,

robust reserves and strong Tier 1 common capital

Since December 31, 2008

See page 22

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

refer to Regulation G Non-GAAP Reconciliation in appendix

Nonperforming loans and leases as a percent of portfolio loans, leases and other assets, including other real

estate owned (excludes nonaccrual loans held-for-sale)

Excluding $510mm net charge-offs attributable to credit actions and $127mm in net BOLI settlement gains

Pre-provision net revenue:

Strong in crisis and growing since

Source:

SNL

Financial.

Peers

include

–

Med TARP Holders: BOK,

FHN,

HBAN,

KEY,

MI,

MTB,

RF,

SNV,

STI,

ZION;

Med

SCAP

TARP

Repayers:

BAC,

BBT,

CMA,

COF,

JPM,

PNC,

USB,

WFC;

Med

Top

Banks

Total

Assets

3Q10

Pre-provision net revenue (PPNR): net interest income plus noninterest income minus noninterest expense; refer to Regulation G Non-GAAP Reconciliation in appendix

Excluding $965mm goodwill impairment

Excluding $1.8bn FTPS gain

Excluding $187mm Visa gain

3Q10 PPNR Excluding $127mm in net BOLI settlement gains

Includes and excludes net charge-offs related to loans sold or moved to held-for-sale during 3Q10 for FITB ($510mm), RF ($233mm), and BBT ($432mm)

PPNR / Tangible assets

Robust profitability provides first line of defense against credit losses

PPNR

Risk-weighted

assets

PPNR

/ Net

charge-offs

PPNR

/ HFI Nonperforming assets

Well-positioned for changed financial landscape

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

—

Largest bank headquartered within Fifth Third’s core Midwest footprint

—

Focused on expansion and development of businesses where regional leadership

matters

—

Capital investments, management talent, and added focus on businesses where

(1) regional leadership creates an advantage (i.e., retail, small business, and mid-

market commercial), and (2) select national lines where the bank

has a distinctive

element (i.e., Fifth Third Processing Solutions, Indirect Auto, Healthcare)

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

or securitize loans on behalf of others; no

mortgage securitizations outstanding (except <$150mm HELOC from 2003)

—

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

—

Low level of financial system “interconnectedness”

(e.g., Fifth Third loss in

Lehman bankruptcy should be less than $2mm)

—

Little to no impact from Volcker rule (de minimis

market maker in derivatives,

proprietary trading); daily VaR

less than $500 thousand

–

Small private equity portfolio ~$100mm (holding company subsidiary)

Fifth Third’s businesses have performed well through the crisis, and we expect

reintermediation

and the landscape to evolve further toward our traditional strengths

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 ~$100mm (<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)

•

2010 debit interchange revenue of $204mm

•

2010 debit interchange $ volume: $15.7B

–

Signature $12.2B, PIN $3.5B

•

2010 debit interchange transaction volume:

433mm

–

Signature 347mm, PIN 86mm

•

Fed has proposed limits on debt interchange; proposal

currently out for comment

•

Proposals would apply caps of $0.12 or $0.07 per transaction

(e.g., on volume which in 2010 was 433 million transactions)

•

If proposal implemented as written, we would expect

substantial mitigation of any reduction in revenue through

actions by FITB and competitors to recapture costs of providing

this service to customers and merchants

Deposit

Insurance

•

Current assessed base (Deposits): ~$78B

•

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

•

FITB rate under new industry assessment, based

upon large bank scorecard, less than rate under old

assessment

•

Lower due to reduced share of assessed base

Reg. E

•

Requires

customers

“opt-in”

allow

non-recurring

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

•

Estimated quarterly impact of $17mm ($68mm

annualized) to deposit service charges, before effect of

mitigation; in full run-rate for 4Q10

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

–

Expected to be more than 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 and does not include benefit of mitigation activities. Please refer also to cautionary statement.

Strong liquidity profile

Retail Brokered CD maturities: $17.6mm in 2011

FHLB borrowings $1.5bn

12/31 unused avail. capacity $25.3bn ($19.5bn in Fed and $5.8bn in FHLB)

Holding Company cash at 12/31/10: $2.3bn*

Expected cash obligations over the next 12 months

(assuming no TARP repayment)*

—

$0 debt maturities

—

~$32mm common dividends

—

~$205mm annual preferred dividends (~$35mm Series G,

~$170mm TARP prior to repayment)

—

~$376mm interest and other expenses

Cash currently sufficient to satisfy all fixed obligations** for

more than two years without accessing capital

markets/subsidiary dividends/asset sales

Bank

unsecured

debt

maturities

($mm

–

excl.

Brokered

CDs)

Heavily core funded

Holding company unsecured debt maturities ($mm)

* Does not incorporate effects of proposed offering

** Debt

maturities,

common

and

preferred

dividends,

interest

and

other

expenses

S-T

wholesale

FITB’s

internal macroeconomic assumptions

Source: Moody's Economy.com

*3Q10 Data

Unemployment

Cumulative HPI Growth

Cumulative GDP Growth

Cumulative Equity Price Index Growth

OFHEO Index

S&P 500

Current

Base Case

Moody's 25%

probability

Recession

Moody's 4%

probability

Depression

Economic Assumptions

4Q10

2011

2012

2011

2012

2011

2012

Average Unemployment

9.6%

9.9%

8.3%

11.3%

10.2%

13.5%

14.7%

YoY

GDP Growth

3.1%*

4.1%

5.1%

2.2%

6.1%

(2.0%)

3.3%

YoY

Change in Housing Prices

(1.6%)*

(2.4%)

1.4%

(9.6%)

0.9%

(13.9%)

(7.2%)

Avg

Effective Fed Funds

0.2%

1.4%

0.2%

0.9%

0.1%

0.3%

Avg

Capacity Utilization

75.5%

74.8%

78.1%

72.0%

76.4%

67.2%

68.9%

Avg

Consumer Confidence

52.2

62.9

83.4

68.2

72.2

51.6

44.9

Avg

YoY

Equity Price Index Growth

12.8%

11.2%

5.8%

13.5%

16.1%

(9.5%)

1.9%

Note: These internally-specified

scenarios are from Moody’s

Economy.com

and do not

reflect the supervisory-

specified stress scenarios

provided to 19 U.S. banks in

November

Aggressive portfolio actions in 3Q10

Furthered problem asset resolution and reduced future losses

•

Residential mortgage loan sale

–

$228 million of balances sold

–

$205 million of balances were

nonaccrual

–

$123 million of NCOs realized

•

Commercial HFS transfer

–

$961 million of balances transferred

–

$694 million of balances were

nonaccrual

–

$387 million of NCOs realized

–

$267 million of performing loans

($217

million of

NPLs

transferred

into held-for-sale)

•

Reserve reduction

–

Approximately $337 million related to

sale or transfer of loans to held-for-

sale

Residential mortgages sold

Balances

NCO

Florida

$141

$72

Ohio

Illinois

Michigan

Indiana

Other

Total

$228

$123

Commercial HFS transfers -

O/S

Florida

Michigan

Other

Total

Commercial mortgage

$174

$45

$267

$486

Commercial construction

123

167

C&I

219

308

Total

$257

$95

$609

$961

Commercial

HFS

transfers

nonaccruals

Florida

Michigan

Other

Total

Commercial mortgage

$106

$38

$183

$327

Commercial construction

129

C&I

154

238

Total

$187

$84

$423

$694

Commercial HFS transfers -

NCO (marks)

Florida

Michigan

Other

Total

Commercial mortgage

$75

$20

$107

$202

Commercial construction

C&I

108

Total

$121

$36

$230

$387

Net charge-off

composition

Credit

Actions

Remaining

Portfolio

Total

Consumer

$123

$206

$329

Commercial

387

240

627

Total

$510

$446

$956

Fifth Third’s past portfolio management activity has accelerated loss recognition and reduced potential future

losses

Mortgage repurchase overview

Demand requests and repurchase losses remain volatile and near-term

repurchase losses are expected to remain elevated

—

Number of outstanding demand requests (units) down 9% from Q3

2010, outstanding demand requests ($) down13%

Virtually all sold loans and new claims relate to GSEs or GNMA

—

98% of outstanding balance of loans sold

—

92% of outstanding claims

Majority of new claims and repurchase losses relate to 2006 through 2008

vintages

—

75% of new claims for 2010 YTD

Majority of outstanding balances of the serviced for others portfolio relates

to origination activity in 2009 and later

Claims and exposure related to whole loan sales (no outstanding first

mortgage securitizations)

Repurchase Reserves* ($ in millions)

2009

2010

Beginning balance

$48

$58

$84

$85

$103

Net reserve additions

Repurchase losses

(15)

(13)

(18)

(29)

(23)

Ending balance

$58

$84

$85

$103

$101

Outstanding Counterparty Claims ($ in millions)

Outstanding Balance of Sold Loans ($ in millions)

GSE

GNMA

Private

Total

2005 and prior

$8,497

$333

$705

$9,535

2006

2,194

333

2,598

2007

3,591

105

285

3,981

2008

3,746

847

4,593

2009 and later

25,355

7,173

32,527

Total

$43,382

$8,529

$1,323

$53,234

Includes

reps

and

warranty

reserve

($85mm)

and

reserve

for

loans

sold

with

recourse

($16mm).

Source: SNL Financial and company filings

Note: Ratios exclude outstanding TARP

CRE / Total RBC

Reduced exposure to high-risk loan categories

C&D Loans / Total RBC

Non-owner Occupied CRE /

Total RBC

3Q10

PNC

18.0%

Wells Fargo

21.9%

KeyCorp

23.4%

SunTrust

32.4%

Fifth Third

34.3%

U.S. Bancorp

34.5%

Huntington

35.5%

Comerica

38.4%

Regions

49.1%

M&T

56.1%

BB&T

67.1%

Zions

82.2%

M&I

91.3%

Peer median

36.9%

Peer average

45.8%

3Q10

Wells Fargo

64.4%

Fifth Third

71.4%

PNC

74.9%

SunTrust

77.2%

Comerica

87.4%

KeyCorp

93.6%

U.S. Bancorp

109.2%

BB&T

131.7%

Huntington

138.8%

Regions

162.1%

M&T

219.8%

Zions

224.2%

M&I

271.7%

Peer median

120.4%

Peer average

137.9%

3Q10

SunTrust

27.3%

Fifth Third

28.4%

Wells Fargo

29.9%

Comerica

31.3%

PNC

38.6%

KeyCorp

40.3%

U.S. Bancorp

51.2%

BB&T

51.4%

Regions

67.9%

Huntington

78.4%

M&T

115.8%

Zions

118.8%

M&I

119.0%

Peer median

51.3%

Peer average

64.1%

Fifth Third has relatively low CRE

exposure that has been

significantly reduced

over past 3+ years

FITB

Peer median

3Q10 ratios; all ratios exclude TARP capital for all BHCs

Commercial & industrial*

Loans by geography

Credit trends

Loans by industry

Comments

•

Commercial & industrial loans represented 35% of total loans

and 24% of net charge-offs

•

24% of 4Q10 losses on loans to companies in real estate

related industries

–

Loans to real estate related industries of $2.9B (10%);

3Q10 NCO ratio of 2.8%

•

FL represented 8% of 4Q10 losses, 6% of loans; MI represented

27% of losses, 13% of loans

* NPAs

exclude loans held-for-sale.

3Q10 includes losses on loans transferred to held-for-sale

($ in millions)

4Q09

1Q10

2Q10

3Q10

4Q10

Balance

$25,683

$26,131

$26,008

$26,302

$27,191

90+ days delinquent

$118

$63

$49

$28

$16

as % of loans

0.46%

0.24%

0.19%

0.11%

0.06%

NPAs

$781

$788

$792

$594

$696

as % of loans

3.04%

3.02%

3.05%

2.26%

2.56%

Net charge-offs

$183

$161

$104

$237

$85

as % of loans

2.81%

2.49%

1.58%

3.57%

1.27%

C&I

Non-core:

$108

Core:

$129

Core NCO Rate:

1.94%

3Q10 NCO Breakout

Commercial mortgage*

Loans by geography

Credit trends

Loans by industry

Comments

* NPAs

exclude loans held-for-sale.

3Q10 includes losses on loans transferred to held-for-sale

•

Commercial mortgage loans represented 14% of total loans

and 22% of net charge-offs

•

Owner occupied 4Q10 NCO ratio of 1.3%, other non-owner

occupied 4Q10 NCO ratio of 4.3%

•

Loans from FL/MI represented 38% of portfolio loans, 58% of

portfolio losses in 4Q10

($ in millions)

4Q09

1Q10

2Q10

3Q10

4Q10

Balance

$11,803

$11,744

$11,481

$10,985

$10,845

90+ days delinquent

$59

$44

$53

$29

$11

as % of loans

0.50%

0.38%

0.46%

0.26%

0.10%

NPAs

$985

$1,002

$956

$679

as % of loans

8.34%

8.53%

8.33%

6.19%

6.26%

Net charge-offs

$142

$99

$78

$268

$79

as % of loans

4.69%

3.42%

2.68%

9.34%

2.86%

Commercial mortgage

Non-core:

$202

Core:

$66

Core NCO Rate:

2.30%

3Q10 NCO Breakout

Homebuilders/developers*

Loans by geography

Credit trends

Loans by industry

Comments

•

Originations of builder/developer loans suspended in 2007

•

Remaining portfolio balance of $699mm, down 79% from peak

of $3.3B in 2Q08; represents approximately 1% of total loans

and 2% of commercial loans

•

$19mm of NCOs (53% commercial mortgage, 36% commercial

construction, 11%

C&I)

•

$259mm of NPAs

(62% commercial mortgage, 33%

commercial construction, 4% C&I), down $20mm sequentially

* NPAs

exclude loans held-for-sale.

3Q10 includes losses on loans transferred to held-for-sale

Non-core:

$95

Core:

$32

Core NCO Rate:

12.25%

3Q10 NCO Breakout

($ in millions)

4Q09

1Q10

2Q10

3Q10

4Q10

Balance

$1,563

$1,324

$1,207

$824

$699

90+ days delinquent

$19

$12

as % of loans

1.19%

0.43%

1.03%

0.37%

0.12%

NPAs

$548

$520

$431

$280

$259

as % of loans

35.09%

39.28%

35.68%

33.97%

37.12%

Net charge-offs

$110

$81

$48

$127

$19

as % of loans

26.25%

22.89%

15.01%

48.74%

10.08%

Homebuilders/developers

Residential mortgage

liens:

100%;

weighted

average

LTV:

76%

Weighted average origination FICO: 739

Origination FICO distribution: <660 9%; 660-689 7%; 690-719

11%;

720-749

14%;

750+

42%;

Other

17%

(note: loans <660 includes CRA loans and FHA/VA loans)

Origination LTV distribution: <=70 32%; 70.1-80 40%; 80.1-90 9%;

90.1-95 5%; >95 14%

Vintage distribution: 2010 28%; 2009 6%; 2008 9%; 2007 11%;

2006 11%; 2005 17%; 2004 and prior 18%

% through broker: 14%; performance similar to direct

Loans by geography

Credit trends

Portfolio details

Comments

^ Includes acquired loans where FICO at origination is not available

3Q10 includes losses on loans sold

During 1Q09 the Bancorp modified its nonaccrual policy to exclude TDR loans less than 90 days past due because they were performing in accordance with restructured terms. For

comparability purposes, prior periods were adjusted to reflect this reclassification.

•

Residential

mortgage

loans

represented

12%

total

loans

and

18% of net charge-offs

•

FL portfolio 21% of residential mortgage loans driving 49% of

portfolio losses

•

FL lots ($196mm) running at 27% annualized loss rate (YTD)

Non-core:

$123

Core:

$81

Core NCO Rate:

4.10%

3Q10 NCO Breakout

($ in millions)

4Q09

1Q10

2Q10

3Q10

4Q10

Balance

$8,035

$7,918

$7,707

$7,975

$8,956

90+ days delinquent

$189

$157

$107

$111

$100

as % of loans

2.35%

1.98%

1.38%

1.39%

1.12%

NPAs

$523

$521

$549

$328

$368

as % of loans

6.51%

6.57%

7.12%

4.11%

Net charge-offs

$78

$88

$85

$204

$62

as % of loans

3.82%

4.46%

4.35%

10.37%

2.93%

Residential mortgage

Home equity

1st

liens:

30%;

liens:

70%

Weighted average origination FICO: 749

Origination FICO distribution^: <660 4%; 660-689 7%; 690-719 13%; 720-749

17%; 750+ 50%; Other 9%

Average CLTV: 75% Origination CLTV distribution: <=70 38%; 70.1-80 22%;

80.1-90 18%; 90.1-95 7%; >95 14%

Vintage

distribution:

2010

4%;

2009

5%;

2008

11%;

2007

12%;

2006

15%;

2005 14%; 2004 and prior 40%

% through broker channels: 15% WA FICO: 734 brokered, 751 direct; WA

CLTV: 88% brokered; 72% direct

Portfolio details

Comments

Brokered loans by geography

Direct loans by geography

Credit trends

Home equity loans represented 15% of total loans and 18% of net

charge-offs

Approximately 15% of portfolio in broker product driving 38% total

loss

Approximately

one

third

Fifth

Third

liens

are

behind

Fifth

Third

1 liens

2005/2006 vintages represent approximately 30% of portfolio; account

for 52% of losses

Aggressive home equity line management strategies in place

Note: Brokered and direct home equity net charge-off ratios are calculated based on end of period loan balances

^ Includes acquired loans where FICO at origination is not available

($ in millions)

4Q09

1Q10

2Q10

3Q10

4Q10

Balance

$1,948

$1,906

$1,838

$1,770

$1,698

90+ days delinquent

$33

$29

$26

$25

as % of loans

1.72%

1.53%

1.57%

1.46%

Net charge-offs

$34

$30

$24

$26

$25

as % of loans

7.02%

6.45%

5.29%

5.87%

5.74%

Home equity - brokered

($ in millions)

4Q09

1Q10

2Q10

3Q10

4Q10

Balance

$10,226

$10,280

$10,149

$10,004

$9,815

90+ days delinquent

$65

$60

$61

$59

as % of loans

0.64%

0.58%

0.60%

0.61%

0.60%

Net charge-offs

$48

$43

$37

$40

as % of loans

1.85%

1.68%

1.45%

1.57%

1.61%

Home equity - direct

Florida market*

Deterioration in real estate values having effect on credit trends as evidenced by increased NPA/NCOs in real estate related products

COML

MORTGAGE

C&I

RESI

MORTGAGE

OTHER

CONS

COML

CONST

COML

LEASE

HOME

EQUITY

AUTO

CREDIT

CARD

Total Loans

NPAs

NCOs

*NPAs exclude loans held-for-sale.

Loans ($B)

% of

FITB

NPAs ($M)

% of

FITB

NCOs

($M)

% of

FITB

Commercial loans

1.8

Commercial mortgage

1.3

12%

166

24%

17%

Commercial construction

0.4

18%

105

40%

20%

Commercial lease

0.0

Commercial

3.5

328

20%

13%

Mortgage

1.9

21%

167

45%

49%

Home equity

0.9

16%

Auto

0.5

Credit card

0.1

10%

Other consumer

0.0

37%

11%

Consumer

3.4

10%

180

35%

25%

Total

6.9

507

23%

19%

Florida

Weak commercial real estate market

Losses due to significant declines in

valuations

Valuations; relatively small home

equity portfolio

Michigan market*

Deterioration in home price values coupled with weak economy impacting credit trends due to frequency of defaults and severity

COML

MORTGAGE

C&I

RESI

MORTGAGE

OTHER

CONS

COML

CONST

COML

LEASE

HOME

EQUITY

AUTO

CREDIT

CARD

Total Loans

NPAs

NCOs

*NPAs exclude loans held-for-sale.

Loans ($B)

% of

FITB

NPAs ($M)

% of

FITB

NCOs

($M)

% of

FITB

Commercial loans

3.5

13%

122

18%

27%

Commercial mortgage

2.8

26%

169

25%

41%

Commercial construction

0.3

13%

12%

32%

Commercial lease

0.2

23%

Commercial

6.8

16%

329

20%

34%

Mortgage

1.3

15%

12%

18%

Home equity

2.4

21%

25%

24%

Auto

1.0

11%

15%

Credit card

0.3

15%

21%

17%

Other consumer

0.1

14%

13%

Consumer

5.1

15%

19%

Total

11.9

15%

404

19%

27%

Michigan

Negative impact from housing

valuations, economy,

unemployment

Economic weakness impacts

commercial real estate market

Regulation G Non-GAAP reconciliation

Fifth Third believes that pre-tax pre-provision earnings is useful as a tool to help evaluate availability to provide for credit costs through operations. Fifth Third

believes that information adjusted for the impact of certain items may be useful due to the extent to which the items are not indicative of our ongoing operations.

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconciliation

$ in millions

(unaudited)

December

September

June

March

December

September

June

March

December

2010

2009

2008

Net interest income

914

912

882

897

878

869

831

776

892

Noninterest income

656

827

620

627

651

851

2,583

697

642

Noninterest expense

987

979

935

956

967

876

1,021

962

2,022

Pre-tax, pre-provision net revenue

583

760

567

568

562

844

2,393

511

(488)

Goodwill impairment charge

(965)

Gain on sale of processing stake

(6)

1,764

Gain on sale of Visa class B shares

187

Gain on BOLI settlement

127

Adjusted PPNR

583

633

567

568

562

663

629

511

477

Annualized Adjusted PPNR (a)

2,332

2,532

2,268

2,272

2,248

2,652

2,516

2,044

1,908

Tangible Assets (b)

108,528

109,833

109,525

110,140

110,857

108,204

113,434

116,536

116,972

Risk Weighted Assets (c)

100,204

98,904

Net charge-offs

356

956

434

582

708

756

626

521

1,652

Portfolio action net charge-offs

510

800

Adjust net charge-offs

356

446

434

582

708

756

626

521

852

Annualized net charge-offs (d)

1,424

3,824

1,736

2,328

2,832

3,024

2,504

2,084

6,608

Annualized adjusted NCO (e)

1,424

1,784

1,736

2,328

2,832

3,024

2,504

2,084

3,408

HFI Nonperforming Asssets (f)

2,174

2,082

Ratios:

PPNR / Tangible Assets (a) / (b)

2.1%

2.3%

2.1%

2.0%

2.5%

2.2%

1.8%

1.6%

PPNR / RWA (a) / (c)

2.3%

2.6%

PPNR / NCO (a) / (d)

164%

66%

131%

98%

79%

PPNR / Adjusted NCO (a) / (e)

164%

142%

131%

98%

79%

PPNR / HFI NPA (a) / (f)

107%

122%

For the Three Months Ended

Regulation G Non-GAAP reconciliation

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconcilation

$ and shares in millions

Pro forma

(unaudited)

Common Share Issuance, TARP

Common Share Issuance

December

September

June

March

December

2010

2009

Total Bancorp shareholders' equity (U.S. GAAP)

12,292

15,700

14,051

13,884

13,701

13,408

13,497

Less:

Preferred stock

(398)

(3,654)

(3,642)

(3,631)

(3,620)

(3,609)

Goodwill

(2,417)

Intangible assets

(62)

(72)

(83)

(94)

(106)

Tangible common equity, including unrealized gains / losses (a)

9,415

9,567

7,918

7,753

7,570

7,277

7,365

Less: Accumulated other comprehensive income / loss

(314)

(432)

(440)

(288)

(241)

Tangible common equity, excluding unrealized gains / losses (b)

9,101

9,253

7,604

7,321

7,130

6,989

7,124

Add back: Preferred stock

398

3,654

3,642

3,631

3,620

3,609

Tangible equity (c)

9,499

12,907

11,258

10,963

10,761

10,609

10,733

Total assets (U.S. GAAP)

111,007

112,322

112,025

112,651

113,380

Less:

Goodwill

(2,417)

Intangible assets

(62)

(72)

(83)

(94)

(106)

Tangible assets, including unrealized gains / losses (d)

108,528

109,833

109,525

110,140

110,857

Less: Accumulated other comprehensive income / loss, before tax

(483)

(665)

(677)

(443)

(370)

Tangible assets, excluding unrealized gains / losses (e)

108,045

109,168

108,848

109,697

110,487

Total Bancorp shareholders' equity (U.S. GAAP)

12,292

15,700

14,051

13,884

13,701

13,408

13,497

Goodwill and certain other intangibles

(2,546)

(2,525)

(2,537)

(2,556)

(2,565)

Unrealized gains

(314)

(432)

(440)

(288)

(241)

Qualifying trust preferred securities

2,763

Other

(25)

(30)

(26)

Tier I capital

12,206

15,614

13,965

13,698

13,462

13,297

13,428

Less:

Preferred stock

(398)

(3,654)

(3,642)

(3,631)

(3,620)

(3,609)

Qualifying trust preferred securities

(2,763)

Qualifying noncontrolling interest in consolidated subsidiaries

(30)

Tier I common equity (f)

9,015

9,167

7,518

7,263

7,068

6,914

7,056

Common shares outstanding (g)

796

795

Risk-weighted assets, determined in accordance with

prescribed regulatory requirements (h)

100,193

98,904

98,604

99,281

100,933

Ratios:

Tangible equity (c) / (e)

8.79%

11.95%

10.42%

10.04%

9.89%

9.67%

9.71%

Tangible common equity (excluding unrealized gains/losses) (b) / (e)

8.42%

8.56%

7.04%

6.70%

6.55%

6.37%

6.45%

Tangible common equity (including unrealized gains/losses) (a) / (d)

8.68%

8.82%

7.30%

7.06%

6.91%

6.61%

6.64%

Tangible common equity as a percent of risk-weighted assets

(excluding unrealized gains/losses) (b) / (h)

9.08%

9.24%

7.59%

7.40%

7.23%

7.04%

7.06%

Tangible book value per share (a) / (g)

11.83

12.02

9.94

9.74

9.51

9.16

9.26

Tier I common equity (f) / (h)

9.00%

9.14%

7.50%

7.34%

7.17%

6.96%

6.99%

For the Three Months Ended

Regulation G Non-GAAP reconciliation

Common offering and TARP repay

4Q10

Common share offering only

4Q10

Tier 1 Capital ratio

Tier 1 capital

13,964,857

Tier 1 capital

13,964,857

TARP repay

(3,408,000)

Equity raise

1,648,830

Equity raise

1,648,830

12,205,687

15,613,687

RWA

100,193,435

RWA

100,193,435

Asset increase

100,193,435

Tier 1

13.9%

Tier 1

13.9%

Tier 1 pro forma

12.2%

Tier 1 pro forma

15.6%

Total RBC ratio

Total RBC

18,173,452

Total rbc

18,173,452

TARP repay

(3,408,000)

Equity raise

1,648,830

Equity raise

1,648,830

16,414,282

19,822,282

RWA

100,193,435

RWA

100,193,435

Asset increase

100,193,435

Total RBC

18.1%

Total RBC

18.1%

Total RBC pro forma

16.4%

Total RBC

19.8%

pro forma

Tier 1 leverage

Tier 1 capital

13,964,857

Tier 1 capital

13,964,857

TARP repay

(3,408,000)

Equity raise

1,648,830

Equity raise

1,648,830

12,205,687

15,613,687

Quarterly Avg Assets

109,207,711

Quarterly Avg Assets

109,207,711

Asset increase

109,207,711

Tier 1 lev

12.8%

Tier 1 lev

12.8%

Tier 1 lev pro forma

11.2%

Tier 1 lev pro forma

14.3%

Regulation G Non-GAAP reconciliation

The Bancorp considers various measures when evaluating capital utilization and adequacy, including the tangible equity ratio, tangible common equity ratio and

tier I common equity ratio, in addition to capital ratios defined by banking regulators. These calculations are intended to complement the capital ratios defined by

banking regulators for both absolute and comparative purposes. Because U.S. GAAP does not include capital ratio measures, the Bancorp believes there are no

comparable U.S. GAAP financial measures to these ratios. Tier I common equity is not formally defined by U.S. GAAP or codified in the federal banking

regulations and, therefore, is considered to be a non-GAAP financial measure. Since analysts and banking regulators may assess the Bancorp’s capital

adequacy using these ratios, the Bancorp believes they are useful to provide investors the ability to assess its capital adequacy on this same basis.

The Bancorp believes these non-GAAP measures are important because they reflect the level of capital available to withstand unexpected market conditions.

Additionally, presentation of these measures allows readers to compare certain aspects of the Bancorp’s capitalization to other organizations. However, because

there are no standardized definitions for these ratios, the Bancorp’s calculations may not be comparable with other organizations, and the usefulness of these

measures to investors may be limited. As a result, the Bancorp encourages readers to consider its Condensed Consolidated Financial Statements in their

entirety and not to rely on any single financial measure.

Phase out of TRUPs (Equity raise)

4Q10

Tier 1 Capital ratio

Tier 1 capital

13,964,857

TARP repay

TRUPs

(2,762,782)

Equity raise

1,648,830

12,850,905

RWA

100,193,435

Asset increase

100,193,435

Tier 1

13.9%

Tier 1 pro forma

12.8%

Phase out of TRUPs (TARP, Equity raise)

4Q10

Tier 1 Capital ratio

Tier 1 capital

13,964,857

TARP repay

(3,408,000)

TRUPs

(2,762,782)

Equity raise

1,648,830

9,442,905

RWA

100,193,435

Asset increase

100,193,435

Tier 1

13.9%

Tier 1 pro forma

9.4%

Common share offering only

4Q10

Tangible Common Equity ratio

Tangible CE

7,603,486

Equity raise

1,648,830

9,252,316

Tangible Assets

108,044,298

Asset increase

108,044,298

TCE

7.0%

TCE pro forma

8.6%

Tier 1 Common

Tier 1 common

7,518,667

Equity raise

1,648,830

9,167,497

RWA

100,193,435

Asset increase

100,193,435

Tier 1 common

7.5%

Tier 1 common

9.1%

pro forma