8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 9, 2011

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction

of Incorporation)

001-33653	31-0854434
(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(800) 972-3030

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On February 9, 2011, Fifth Third Bancorp will present at the Credit Suisse Financial Services Forum. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1   Fifth Third Bancorp Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP
	(Registrant)
February 9, 2011	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and
	Chief Financial Officer

EX-99.1

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Fifth Third Bank | All Rights Reserved

Exhibit 99.1

Credit Suisse Financial Services Forum

Dan Poston

Executive Vice President & Chief Financial Officer

February 9, 2011

Please refer to earnings release dated January 19, 2011 for further information

2

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Fifth Third Bank | All Rights Reserved

1

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

1

Since December 31, 2008

2

Pre-provision

net

revenue

(PPNR):

net

interest

income

plus

noninterest

income

minus

noninterest

expense;

refer to reconciliation on page 24

Tier 1 common ratio (%)

NPL / Loans³

(%)

PPNR / Net charge-offs (%)

Return on assets (%)

4

Well positioned due to combination of strong PPNR trends,

robust reserves and strong Tier 1 common capital

3

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)

4

Excluding

$510mm

net

charge-offs

attributable

to

credit

actions

and

$127mm

in

net

BOLI

settlement

gains

2

3

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Net interest income

NII and NIM (FTE)

•

Sequential trends in net interest income and net

interest margin (FTE) reflect CD repricing,

deposit mix shift out of CDs, higher average total

loan balances and continued deposit pricing

discipline partially offset by effect of FTPS loan

refinancing

–

NII up $3mm sequentially and up $36mm,

or 4%, year-over-year

–

NIM up 5 bps sequentially and 20 bps year-

over-year

(bps)

* Represents purchase accounting adjustments included in net interest income.

Yields and rates

($mm)

•

Yield on interest-earning assets down 5 bps

sequentially and down 9 bps year-over-year

–

Average loan and lease yield down 7 bps

sequentially

and

up

1

bp

versus

prior

year

•

Cost of interest-bearing liabilities down 9 bps

sequentially and down 35 bps versus prior year

4

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Core fee income growth and stable core expenses

Core fee income ($mm)

Core expenses ($mm)

•

Core noninterest income of $632mm decreased $44mm, or

7%, compared with prior quarter, primarily due to lower

mortgage banking net revenue

•

Strong corporate banking revenue results (+21%); mortgage

banking net revenue ($149mm) largely driven by

originations of $7.4bn

•

Deposit service charges down just 3% sequentially despite

impact from Reg

E (estimated 4Q10 impact of $17mm, or

$68mm annualized, before effect of mitigation)

•

Credit-related costs affected fee income by $34mm in 4Q10

compared with $42mm in 3Q10 and $31mm in 4Q09

•

Expense trends continue to reflect elevated credit costs

•

Core efficiency ratio of 62.5% in 4Q10, compared with 59.9%

in 3Q10 and 62.6% in 4Q09

•

Credit-related costs declined sequentially but remained

elevated at $53mm in 4Q10 ($67mm in 3Q10 and $73mm in

4Q09)

•

Noninterest expense related to mortgage repurchases

$20mm in 4Q10 compared with $45mm in 3Q10 and $17mm

in 4Q09

* Refer to slide 24 for itemized effects of non-core fees and expenses

5

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Pre-provision net revenue:

Strong in crisis and growing since

Core PPNR trend

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

Source: SNL Financial and company reports. Data as of 4Q10 unless noted otherwise

1

Uses 3Q10 RWA for MI, MTB, PNC, STI, ZION

2

Peer average excludes MTB

3

NPAs

exclude covered assets for BBT, USB, ZION

•

Reported PPNR of $583mm down 34% from strong 3Q10 levels, which

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

•

Adjusted PPNR of $576mm, due to adjustments totaling ($7mm),

resulting in 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

Core PPNR / Risk-weighted assets

Core PPNR / Net charge-offs

Core PPNR / HFI Nonperforming assets

Robust profitability provides

first line of defense against credit losses

Peer avg.: 2.2%

Peer avg.: 135%

Peer avg.: 92%

Significant purchase   

accounting benefit

1

2

3

6

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Balance sheet

•

Extended $26bn 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

•

$2.3bn of warehoused residential mortgage loans held-for-sale 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 ($bn)^

Average core deposit growth ($bn)

78

78

72

76

Average wholesale funding ($bn)

20

22

•

Reduced wholesale funding by $4.8bn 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

77

77

19

19

75

76

17

7

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Strong relative credit trends

Source: SNL Financial and company filings. Peers include: BBT, CMA, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, WFC, and ZION.

NPA and NCO ratios exclude loans held-for-sale and covered assets for peers where appropriate..

* 4Q08 NCOs included $800mm in NCOs related to commercial loans moved to held-for-sale; 3Q10 NCOs included $510mm in NCOs related to loans sold or

moved to held-for-sale

FITB credit metrics are now generally better than peers

HFI NPA ratio vs. peers

Net charge-off ratio vs. peers

Loans 90+ days delinquent % vs. peers

Loans 30-89 days delinquent % vs. peers

(7.5%)*(HFS transfer)

3.8%

Before credit

actions

5.0%

1Q11

expect

stable

2.3%*

Before credit

actions

8

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Fifth Third Bank | All Rights Reserved

Strong credit metrics compared with peers

Source:

SNL

Financial

and

company

reports.

Data

as

of

4Q10.

HFI

NPAs

exclude

covered

assets

for

BBT,

USB,

and

ZION

^ FITB pro forma for $1.7bn common equity issuance

HFI NPA

Ratio

Peer average: 2.2%

Peer average: 3.5%

Net Charge-off Ratio (Annualized)

“Texas Ratio”

(HFI NPAs

+ Over 90s) / (Reserves + TCE)

(HFI NPAs

+ Over 90s –

Reserves) / TCE

Peer average: 8%

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

Peer average: 28%

9

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Industry leading reserve levels

Reserves / HFI NPAs

Source: SNL Financial and company reports. Data as of 4Q10. NPLs

and NPAs

exclude loans held-for-sale and also excludes covered assets for BBT, USB, and ZION

Reserves / Net Charge-offs (Annualized)

Peer average: 157%

Reserve coverage strong relative to problem assets and losses

Peer average: 92%

Reserves / Loans

Industry-leading reserve coverage of problem loans

Loan loss allowance provides significant additional loss absorption

capacity to strong capital position

Reserves / NPLs

Peer average: 3.0%

Peer average: 111%

10

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TARP repayment

Repaid $3.408 billion TARP CPP investment on February 2, 2011

Utilized proceeds from

—

$1.7 billion common equity offering

—

$1.0 billion debt offering

—

Internally available funds

Intend to evaluate repurchase of warrants from U.S. Treasury; if

mutually

agreeable value not reached, will evaluate participation in auction

—

Incorporated into capital plans (but not pro formas)

Pro forma Tier 1 common ratio 9.0%, pro forma Tier 1 capital ratio 9.4%

—

On Basel III basis, estimate highest pro forma Tier 1 common (9.3%) and

Tier 1 capital (9.7%) ratio among peers

Pro forma capital structure provides additional flexibility in capital deployment

* Estimates based on current Basel III rules released by Basel Committee, SNL Financial, company filings, and third party estimates

11

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Pro forma capital position vs. peers

(not

adjusted

for Basel III)

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).

1

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%

2

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.

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

HBAN

FITB

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

HBAN

FITB

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

9.4%

1

2

1

2

12

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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

¹

Pro forma for TARP redemption, issuance of $1.7bn of common equity, net of associated items, and phase-out of trust-preferred securities. FITB 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

be

strongest

among

peers

in

level

and

quality

Reserves

Tier 1 common (peers)

Tier 1 common (FITB)

12.3%

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

9.3%

7.8%

11.1%

PF    Bank  Bank

Bank

Bank

Bank

FITB   Bank   Bank

Bank

Bank

Bank

Bank

Bank

Bank

Bank

Bank

FITB¹

1         2          3          4         5               

6          7         8          9        10        11    

12       13       14      15

Note: Peers not in order of prior slide; estimated

13

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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 acquisitions or de novos

•

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

14

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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

15

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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.

Fifth Third Bank | All Rights Reserved

Appendix

17

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Fifth Third Bank | All Rights Reserved

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

18

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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

to

“opt-in”

to

allow

non-recurring

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

•

Estimated 4Q10 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.

19

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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.

¹

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

²

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.

3

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

4

Peers include BBT, CMA, HBAN, KEY, RF, MI, MTB, PNC, STI, USB, WFC, ZION; 4Q10 peer ratios estimated where 4Q10 data not yet available.

Post-offering capital position creates foundation for future growth

TCE / TA (incl. unrealized gains)

Tier 1 common

Tier 1 capital

Total capital

7.3%

7.5%

13.9%

18.1%

4Q10

4Q10

$1.7bn offering

pro forma

Consolidated

Bank

Tier 1 common

Tier 1 capital

13.2%

13.2%

8.8%

9.1%

15.6%

19.8%

13.2%

13.2%

7.1%

8.7%

11.7%

15.3%

4Q10

Peer

Median

10.1%

10.1%

TCE / TA (excl. unrealized gains)

7.0%

8.6%

7.1%

including phase-out of TRUPS

11.2%

12.8%

9.3%

Tier 1 leverage

12.8%

14.3%

9.4%

4Q10 TARP

redemption

pro forma

8.7%

9.0%

12.2%

16.4%

13.2%

13.2%

8.4%

9.4%

11.2%

1

2

4

3

20

©

Fifth Third Bank | All Rights Reserved

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 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 $149 million as of

2/2/11, the date of TARP repayment. This was written-off at the time of TARP redemption through an increase in

the “preferred dividends”

reporting line and reduced 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 was 5% of $3.408 billion ($170.4 million a year or $42.6

million a quarter). It represented approximately $0.20 per common share on an annual basis and approximately

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

from

the

elimination

of

this

dividend

at

the

time

of

TARP

repayment

on

2/2/11

–

accrued

dividends

paid

were

$15

million through that date.

—

Net

interest

income

is

modestly

reduced

by

the

net

effect

of

our

capital

plan

and

TARP

repayment.

This

is

driven

by the following factors:

–

Our common stock issuance closed on 1/25/11 and is “free funds”

from a net interest income perspective.

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

–

We funded the remainder of TARP repayment with available funds and a $1 billion senior debt issuance. The

cost of replacing available funds with other sources of similar funding is currently very low in this interest

rate environment. The $1 billion five-year senior debt was issued on 1/25/11 at a coupon of 3.625 percent.

—

Earnings per share: Our average fully diluted share count for fourth quarter 2010 was approximately 836 million

(actual shares were approximately 796 million). We issued 121.429 million shares on 1/25/11, increasing our 4Q10

average fully diluted share count on a pro forma basis and increasing the number of fully diluted shares by

approximately 12.5 percent (number of actual shares by approximately 13 percent).

–

Issued 960 thousand shares to settle equity forward agreement associated with the issuance of shares under

greenshoe

over-allotment option

21

©

Fifth Third Bank | All Rights Reserved

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)

Q4

2009

Q1

2010

Q2

2010

Q3

2010

Q4

2010

Beginning balance

$48

$58

$84

$85

$103

Net reserve additions

25

39

19

49

21

Repurchase losses

(15)

(13)

(18)

(31)

(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

71

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).

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

less

likely

to

redefault

than

modifications on GSE mortgages

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

and $206mm were nonaccruals

—

$1.1bn

of

TDRs

are

current

and

have

been

on

the

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

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

23

©

Fifth Third Bank | All Rights Reserved

3Q10

3Q10

NPL Rollforward

Significant improvement in NPL inflows over past two years

* 3Q10 inflows into NPLs

HFS were $217mm, reflecting performing loans moved to held-for-sale in 3Q10 that were deemed impaired as a result of the decision to sell these loans

*

*

NPL HFI Rollforward

Commercial

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

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

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

2,947

2,733

2,530

1,584

1,680

Total new nonaccrual loans -

HFI

669

992

754

542

515

447

956

467

24

©

Fifth Third Bank | All Rights Reserved

Non-performing loans

Non-performing loans ($mm)

$2.9B

$2.7B

Non-performing loans improving with lower

severity mix; benefit of sales/transfers

$2.5B

Fifth Third’s non-performing loan inflows (relative to loans) were higher

than peers throughout 2008. More recently, FITB inflows have been

proportionally lower than peers

FITB NPL inflows (relative to loans) vs. peers

FITB

Source: SNL Financial and company filings. Peers include: BAC, BBT, C, CMA, HBAN, JPM, KEY, MI, MTB, PNC, RF, STI, USB, and WFC

New HFI non-performing loan flows ($mm)

NPL inflows have declined significantly

$1.6B

* 3Q10 inflows into NPLs

HFS were $217mm, reflecting performing loans moved to held-for-sale in 3Q10 that were deemed impaired as a result of the decision to sell these loans

FITB

ex-HFS

$1.7B

25

©

Fifth Third Bank | All Rights Reserved

Pre-provision net revenue reconciliation

1Q09

2Q09

3Q09

4Q09

1Q10

2Q10

3Q10

4Q10

Reported PPNR

$511

$2,393

$844

$562

$568

$567

$760

$583

Adjustments:

BOLI

54

-

-

-

-

-

(127)

-

Gain on sale of Visa shares

-

-

(244)

-

9

-

-

-

Gain from sale of processing interest

-

(1,764)

6

-

-

-

-

-

Divested merchant and EFT revenue

(155)

(169)

2

-

-

-

-

-

Class B Visa swap fair value adjustment

-

-

-

-

-

-

-

-

Securities gains/losses

24

(5)

(8)

(2)

(14)

(8)

(4)

(21)

Litigation reserve expense

-

-

(73)

22  

4  

3  

-

-

Extinguishment of FHLB funding

-

-

-

-

-

-

-

17

FTPS warrants + puts

-

-

-

(20)

2

(10)

5

(3)

Seasonal pension expense

-

-

10

-

-

-

-

-

FDIC special assessment

-

55

-

-

-

-

-

-

Divested merchant and EFT expense (est.)

49

54

2

-

-

-

-

-

Core PPNR

$483

$564

$539

$562

$569

$552

$634

$576

Credit related items:

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

3

8

45

31

1

15

42

34

Problem asset work-out expenses

94

57

111

73

91

55

67

53

Credit adjusted PPNR

$580

$630

$695

$666

$661

$622

$743

$663

©

Fifth Third Bank | All Rights Reserved

26

Regulation G Non-GAAP reconciliation

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconcilation

$ and shares in millions

Proforma

Proforma

(unaudited)

CS Issue, TARP

CS Issuance

December

December

December

September

June

March

December

2010

2010

2010

2010

2010

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)

(3,654)

(3,642)

(3,631)

(3,620)

(3,609)

Goodwill

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

Intangible assets

(62)

(62)

(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)

(314)

(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

3,654

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

111,007

111,007

112,322

112,025

112,651

113,380

Less: 

Goodwill

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

Intangible assets

(62)

(62)

(62)

(72)

(83)

(94)

(106)

Tangible assets, including unrealized gains / losses (d)

108,528

108,528

108,528

109,833

109,525

110,140

110,857

Less: Accumulated other comprehensive income / loss, before tax

(483)

(483)

(483)

(665)

(677)

(443)

(370)

Tangible assets, excluding unrealized gains / losses (e)

108,045

108,045

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)

(2,546)

(2,546)

(2,525)

(2,537)

(2,556)

(2,565)

Unrealized gains

(314)

(314)

(314)

(432)

(440)

(288)

(241)

Qualifying trust preferred securities

2,763

2,763

2,763

2,763

2,763

2,763

2,763

Other

11

11

11

8

(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)

(3,654)

(3,642)

(3,631)

(3,620)

(3,609)

Qualifying trust preferred securities

(2,763)

(2,763)

(2,763)

(2,763)

(2,763)

(2,763)

(2,763)

Qualifying noncontrolling

interest in consolidated subsidiaries

(30)

(30)

(30)

(30)

-

-

-

Tier I common equity (f)

9,015

9,167

7,518

7,263

7,068

6,914

7,056

Common shares outstanding (g)

919

919

796

796

796

795

795

Risk-weighted assets, determined in accordance with

prescribed regulatory requirements (h)

100,193

100,193

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)

10.25

10.41

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

©

Fifth Third Bank | All Rights Reserved

27

Regulation G Non-GAAP reconciliation

Common offering and TARP repay

4Q10

Common share offering only

4Q10

Tier 1 Capital ratio

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

-

$                           

Asset increase

-

$                         

100,193,435

$            

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 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

-

$                           

Asset increase

-

$                         

100,193,435

$            

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 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

-

$                           

Asset increase

-

$                         

109,207,711

$            

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%

28

©

Fifth Third Bank | All Rights Reserved

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