EX-99.1

EX-99.1 2 d613086dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO


		News Release

CONTACTS:	Jim Eglseder (Investors) (513) 534-8424 Laura Wehby (Investors) (513) 534-7407 Larry Magnesen (Media) (513) 534-8055	FOR IMMEDIATE RELEASE October 17, 2013

FIFTH THIRD ANNOUNCES THIRD QUARTER 2013 NET INCOME TO COMMON SHAREHOLDERS OF

$421 MILLION, OR $0.47 PER DILUTED SHARE

•

3Q13 net income available to common shareholders of $421 million, or $0.47 per diluted common share, included a benefit of $85 million pre-tax (~$55 million after-tax, or ~$0.06 per share) on the sale of shares of Vantiv and $6 million pre-tax (~$4 million after-tax) on the valuation of the warrant Fifth Third holds in Vantiv

•

2Q13 net income available to common shareholders of $582 million, or $0.65 per share, included a benefit of $242 million pre-tax (~$157 million after-tax, or ~$0.17 per share) on the sale of shares of Vantiv and $76 million pre-tax (~$49 million after-tax, or ~$0.05 per share) on the valuation of the Vantiv warrant

•

3Q12 net income available to common shareholders of $354 million, or $0.38 per share, included a $16 million pre-tax negative adjustment (~$10 million after-tax, or ~$0.01 per share) on the valuation of the Vantiv warrant

•

3Q13 return on average assets (ROA) of 1.35%; return on average common equity of 12.1%; return on average tangible common equity** of 14.7%

•

Pre-provision net revenue (PPNR)** of $655 million in 3Q13, including $91 million in Vantiv-related gains and $30 million in charges to increase litigation reserves

•

Net interest income (FTE) of $898 million, up 2% sequentially; net interest margin of 3.31%

•

Period end portfolio loans of $87.2 billion, up $199 million; average portfolio loans up 1% sequentially

•

Noninterest income of $721 million compared with $1.1 billion in prior quarter; decrease largely driven by Vantiv share sales and lower mortgage banking net revenue

•

Noninterest expense of $959 million, down 7% from 2Q13, driven by lower mortgage-related expense, lower litigation reserve expense, and $15 million reduction in mortgage representation and warranty reserve

•

Credit trends remain favorable

•

3Q13 net charge-offs of $109 million (0.49% of loans and leases) vs. 2Q13 NCOs of $112 million (0.51% of loans and leases) and 3Q12 NCOs of $156 million (0.75% of loans and leases)

•

3Q13 provision expense of $51 million vs. provision of $64 million in 2Q13 and $65 million in 3Q12

•

Allowance for loan and lease losses decreased $58 million sequentially reflecting continued improvement in credit trends; allowance to loan ratio of 1.92%

•

Total nonperforming assets (NPAs) of $1.0 billion, including loans held-for-sale (HFS), declined $140 million, or 12%, sequentially; portfolio NPA ratio of 1.16% down 16 bps from 2Q13, NPL ratio of 0.88% down 16 bps from 2Q13

•

Strong capital ratios*

•

Tier 1 common ratio 9.89%**, up 46 bps sequentially, includes 37 bps benefit due to July 1 conversion of convertible preferred stock to common stock (Basel III pro forma estimate of ~9.5%**)

•

Tier 1 risk-based capital ratio 11.15%, Total risk-based capital ratio 14.36%, Leverage ratio 10.58%

•

Tangible common equity ratio** of 9.27% excluding unrealized gains/losses; 9.42% including them

•

Book value per share of $15.84; tangible book value per share** of $13.09; up 3% from 2Q13 and 8% from 3Q12

•

$600 million+ in share repurchase capacity remaining (through March 31, 2014) under submitted CCAR plan

Capital ratios estimated; presented under current U.S. capital regulations. The pro forma Basel III Tier I common equity ratio is management’s estimate based upon its current interpretation of recent prospective regulatory capital requirements approved in July 2013. See “Capital Position” section for more information.

**	Non-GAAP measure; see Reg. G reconciliation on page 35.

Fifth Third Bancorp (Nasdaq: FITB) today reported third quarter 2013 net income of $421 million, compared with net income of $591 million in the second quarter of 2013 and net income of $363 million in the third quarter of 2012. Third quarter 2013 net income available to common shareholders was also $421 million, or $0.47 per diluted share, as there were no preferred dividends paid in the third quarter. After preferred dividends, second quarter 2013 net income to common shareholders was $582 million, or $0.65 per diluted share, and third quarter 2012 net income to common shareholders was $354 million, or $0.38 per diluted share.

Third quarter 2013 noninterest income included an $85 million gain on the sale of Vantiv shares and a $6 million positive valuation adjustment on the Vantiv warrant. Third quarter noninterest expense included $30 million in charges to increase litigation reserves, $5 million in severance expense, and $5 million in large bank assessments for 2012 and 2013 initiated by regulators under the Dodd-Frank Act. Results also included the benefit of a $15 million reduction in the mortgage representation and warranty reserve, and a $4 million seasonal pension settlement charge.

Second quarter 2013 noninterest income included a $242 million gain on the sale of Vantiv shares, a $76 million positive valuation adjustment on the Vantiv warrant, and a pre-tax benefit of $10 million resulting from a settlement related to a previously surrendered bank-owned life insurance (BOLI) policy. Second quarter noninterest expense included $51 million in charges to increase litigation reserves and $1 million in severance expense. Results also included $9 million of charges to increase the mortgage representation and warranty reserve.

Third quarter 2012 noninterest income included a $16 million negative valuation adjustment on the Vantiv warrant and $13 million in gains recognized on the sale of certain Fifth Third funds. Third quarter 2012 noninterest expense included $26 million of debt extinguishment costs associated with the redemption of Fifth Third Capital Trust V and Fifth Third Capital Trust VI trust preferred securities (TruPS), $5 million in charges to increase litigation reserves, $2 million of expenses associated with the sale of certain Fifth Third funds, and $2 million of severance expense. Results also included $24 million of charges to increase the mortgage representation and warranty reserve.

Earnings Highlights


	For the Three Months Ended															% Change
	September 2013			June 2013			March 2013			December 2012			September 2012			Seq			Yr/Yr
Earnings ($ in millions)
Net income attributable to Bancorp	$	421		$	591		$	422		$	399		$	363			(29	%)		16	%
Net income available to common shareholders	$	421		$	582		$	413		$	390		$	354			(28	%)		19	%
Common Share Data
Earnings per share, basic		0.47			0.67			0.47			0.44			0.39			(30	%)		21	%
Earnings per share, diluted		0.47			0.65			0.46			0.43			0.38			(28	%)		24	%
Cash dividends per common share		0.12			0.12			0.11			0.10			0.10			—			20	%
Financial Ratios
Return on average assets		1.35	%		1.94	%		1.41	%		1.33	%		1.23	%		(30	%)		10	%
Return on average common equity		12.1			17.3			12.5			11.5			10.4			(30	%)		15	%
Return on average tangible common equity		14.7			21.1			15.4			14.1			12.8			(31	%)		14	%
Tier I risk-based capital		11.15			11.07			10.83			10.65			10.85			1	%		3	%
Tier I common equity		9.89			9.43			9.70			9.51			9.67			5	%		2	%
Net interest margin^(a)		3.31			3.33			3.42			3.49			3.56			(1	%)		(7	%)
Efficiency^(a)		59.2			53.2			59.8			65.2			63.7			11	%		(7	%)
Common shares outstanding (in thousands)		887,030			851,474			874,645			882,152			897,467			4	%		(1	%)
Average common shares outstanding (in thousands):
Basic		880,183			858,583			870,923			884,676			904,475			3	%		(3	%)
Diluted		888,111			900,625			913,163			925,585			944,821			(1	%)		(6	%)

(a)

Presented on a fully taxable equivalent basis

The percentages in all of the tables in this earning release are calculated on actual dollar amounts and not the rounded dollar amounts.

“Fifth Third reported solid third quarter results, reflecting our continued focus on revenue generation as well as expense discipline,” said Kevin T. Kabat, Vice Chairman and CEO of Fifth Third Bancorp. “Return on average assets was 1.4 percent and return on average tangible common equity* was 14.7 percent for the quarter including Vantiv-related gains, and were 1.2 percent and 12.6 percent, respectively, excluding them.

“Highlights from the quarter include an increase in net interest income of 2 percent and continued balance sheet strength. Period end loans in the portfolio reached the highest level in the company’s history, despite significant borrower caution. Core deposits grew 2 percent over last quarter, reflecting higher deposits in nearly all of our key markets as recent annual FDIC market share data also shows. Lower fee income reflected lower Vantiv-related gains and the impact of significantly higher mortgage rates and resultant effects on that business, as well as the comparison to a very strong second quarter. On a year-over-year basis, fee income performance was driven by deposit service charges, investment advisory revenue, and card and processing revenue.

“Credit trends continued to improve as net charge-offs declined below 50 basis points of average loans and leases for the first time in 6 years, and we saw continued improvement in nearly every key credit metric.

*	Non-GAAP measure; see Reg. G reconciliation on page 35.

“We recently completed our outstanding repurchase agreement for $539 million of common shares. We have approximately $600 million of repurchase capacity remaining under our current CCAR plan extending through March 31, 2014, excluding any potential gains from Vantiv share sales in the future. Our capital position under the Basel III rules would remain strong with an estimated pro forma Tier 1 common equity ratio* of 9.5 percent under the new final capital rules compared with 9.9 percent under current capital rules.”

Income Statement Highlights


	For the Three Months Ended															% Change
	September 2013			June 2013			March 2013			December 2012			September 2012			Seq			Yr/Yr
Condensed Statements of Income ($ in millions)
Net interest income (taxable equivalent)	$	898		$	885		$	893		$	903		$	907			2	%		(1	%)
Provision for loan and lease losses		51			64			62			76			65			(20	%)		(22	%)
Total noninterest income		721			1,060			743			880			671			(32	%)		7	%
Total noninterest expense		959			1,035			978			1,163			1,006			(7	%)		(5	%)

Income before income taxes (taxable equivalent)		609			846			596			544			507			(28	%)		20	%

Taxable equivalent adjustment		5			5			5			4			4			2	%		13	%
Applicable income taxes		183			250			179			144			139			(27	%)		32	%

Net income		421			591			412			396			364			(29	%)		16	%
Less: Net income attributable to noncontrolling interests		—			—			(10	)		(3	)		1			19	%		(46	%)

Net income attributable to Bancorp		421			591			422			399			363			(29	%)		16	%
Dividends on preferred stock		—			9			9			9			9			(100	%)		(100	%)

Net income available to common shareholders		421			582			413			390			354			(28	%)		19	%

Earnings per share, diluted	$	0.47		$	0.65		$	0.46		$	0.43		$	0.38			(28	%)		24	%


Net Interest Income

	For the Three Months Ended															% Change
	September 2013			June 2013			March 2013			December 2012			September 2012			Seq			Yr/Yr
Interest Income ($ in millions)
Total interest income (taxable equivalent)	$	997		$	989		$	1,000		$	1,020		$	1,027			1	%		(3	%)
Total interest expense		99			104			107			117			120			(5	%)		(18	%)

Net interest income (taxable equivalent)	$	898		$	885		$	893		$	903		$	907			2	%		(1	%)

Average Yield
Yield on interest-earning assets (taxable equivalent)		3.68	%		3.73	%		3.84	%		3.94	%		4.03	%		(1	%)		(9	%)
Rate paid on interest-bearing liabilities		0.54	%		0.57	%		0.59	%		0.65	%		0.67	%		(6	%)		(20	%)

Net interest rate spread (taxable equivalent)		3.14	%		3.16	%		3.25	%		3.29	%		3.36	%		(1	%)		(7	%)

Net interest margin (taxable equivalent)		3.31	%		3.33	%		3.42	%		3.49	%		3.56	%		(1	%)		(7	%)
Average Balances ($ in millions)
Loans and leases, including held for sale	$	89,154		$	89,473		$	88,880		$	86,180		$	84,829			—			5	%
Total securities and other short-term investments		18,528			16,962			16,846			16,765			16,588			9	%		12	%
Total interest-earning assets		107,682			106,435			105,726			102,945			101,417			1	%		6	%
Total interest-bearing liabilities		73,190			73,363			74,038			71,420			72,026			—			2	%
Bancorp shareholders’ equity		14,440			14,221			13,779			13,855			13,887			2	%		4	%

*	Non-GAAP measure; see Reg. G reconciliation on page 35.

Net interest income of $898 million on a fully taxable equivalent basis increased $13 million from the second quarter. The increase was driven by higher balances and higher yields in investment securities. Net interest income also benefited from a decline in interest expense driven by the full quarter impact from the maturity of debt and related swaps during the prior quarter as well as the benefit from high-priced CDs that matured during the quarter. Additionally, an extra day in the quarter contributed $6 million to net interest income. These benefits were partially offset by the effects of loan repricing and lower held-for-sale loan balances as well as the residual impact from the maturity of interest rate floors in the prior quarter.

The net interest margin was 3.31 percent, a decrease of 2 bps from 3.33 percent in the previous quarter. The decline in net interest margin was due to lower loan yields and the residual impact from the maturity of interest rate floors in the second quarter, partially offset by the effect of lower funding rates and higher securities yields. The impact of day count reduced the net interest margin by 1 bp.

Compared with the third quarter of 2012, net interest income decreased $9 million and the net interest margin decreased 25 bps, driven by lower asset yields partially offset by higher average loan balances, lower long-term debt expense due to a reduction in higher cost average long-term debt along with a decrease in the rate paid on average long-term debt, and run-off in higher-priced CDs.

Securities

Average securities and other short-term investments were $18.5 billion in the third quarter of 2013 compared with $17.0 billion in the previous quarter and $16.6 billion in the third quarter of 2012. On an end of period basis, available-for-sale securities of $18.1 billion increased $1.9 billion from the prior quarter, largely due to added investments following the increase in market rates experienced during the early and middle part of the third quarter. Other short-term investments end of period balances of $2.6 billion increased $1.5 billion sequentially due to higher interest bearing cash balances held at the Federal Reserve at quarter end.

Loans


	For the Three Months Ended										% Change
	September 2013		June 2013		March 2013		December 2012		September 2012		Seq			Yr/Yr
Average Portfolio Loans and Leases ($ in millions)
Commercial:
Commercial and industrial loans	$	38,133	$	37,630	$	36,395	$	34,301	$	33,111		1	%		15	%
Commercial mortgage loans		8,273		8,618		8,965		9,193		9,567		(4	%)		(14	%)
Commercial construction loans		793		713		695		686		742		11	%		7	%
Commercial leases		3,572		3,552		3,556		3,509		3,481		1	%		3	%

Subtotal—commercial loans and leases		50,771		50,513		49,611		47,689		46,901		1	%		8	%

Consumer:
Residential mortgage loans		12,486		12,260		12,096		11,846		11,578		2	%		8	%
Home equity		9,432		9,625		9,872		10,129		10,312		(2	%)		(9	%)
Automobile loans		12,083		11,887		11,961		11,944		11,812		2	%		2	%
Credit card		2,140		2,071		2,069		2,029		1,971		3	%		9	%
Other consumer loans and leases		360		351		294		306		314		2	%		15	%

Subtotal—consumer loans and leases		36,501		36,194		36,292		36,254		35,987		1	%		1	%

Total average loans and leases (excluding held for sale)	$	87,272	$	86,707	$	85,903	$	83,943	$	82,888		1	%		5	%
Average loans held for sale		1,882		2,766		2,977		2,237		1,941		(32	%)		(3	%)

Average loan and lease balances (excluding loans held-for-sale) increased $565 million, or 1 percent, sequentially and increased $4.4 billion, or 5 percent, from the third quarter of 2012. The increase in average loans and leases was primarily driven by growth in the commercial and industrial (C&I), residential mortgage, and auto loan portfolios. The growth was partially offset by declines in commercial mortgage and home equity loans. Period end loans and leases (excluding loans held-for-sale) of $87.2 billion increased $199 million sequentially and $4.2 billion, or 5 percent, from a year ago.

Average commercial portfolio loan and lease balances increased $258 million, or 1 percent, sequentially and increased $3.9 billion, or 8 percent, from the third quarter of 2012. The increase from prior periods was largely driven by growth in average C&I loans of $503 million from the prior quarter and $5.0 billion from the third quarter of 2012, partially offset by lower average commercial real estate balances. Within commercial real estate, average commercial mortgage balances continued to decline although average commercial construction balances increased for the second consecutive quarter. Commercial line usage, on an end of period basis, was 30 percent of committed lines in the third quarter of 2013 compared with 31 percent in the second quarter of 2013 and 32 percent in the third quarter of 2012.

Average consumer portfolio loan and lease balances increased 1 percent sequentially and year-over-year. Growth was broad-based, although partially offset by lower home equity balances as runoff continues to outpace new production. Average residential mortgage loans increased $226 million sequentially and $908 million from a year ago, reflecting the continued retention of certain shorter term residential mortgage loans. Average auto loans increased $196 million sequentially and $271 million from the third quarter of 2012.

Average loans held-for-sale balances of $1.9 billion decreased $884 million sequentially and $59 million compared with the third quarter of 2012. Period end loans held-for-sale of $1.3 billion decreased $818 million from the previous quarter and $472 million from the third quarter of 2012 reflecting lower residential mortgage held-for-sale balances due to the lower volume of mortgage originations.

Deposits


	For the Three Months Ended										% Change
	September 2013		June 2013		March 2013		December 2012		September 2012		Seq			Yr/Yr
Average Deposits ($ in millions)
Demand	$	30,655	$	29,682	$	28,565	$	29,223	$	27,127		3	%		13	%
Interest checking		23,116		22,796		23,763		23,556		22,967		1	%		1	%
Savings		18,026		18,864		19,576		20,216		21,283		(4	%)		(15	%)
Money market		9,693		8,918		7,932		6,026		4,776		9	%		NM
Foreign office^(a)		1,755		1,418		1,102		1,174		1,345		24	%		30	%

Subtotal—Transaction deposits		83,245		81,678		80,938		80,195		77,498		2	%		7	%
Other time		3,676		3,859		3,982		4,094		4,224		(5	%)		(13	%)

Subtotal—Core deposits		86,921		85,537		84,920		84,289		81,722		2	%		6	%
Certificates—$100,000 and over		7,315		6,519		4,017		3,084		3,016		12	%		NM
Other		17		10		40		32		32		67	%		(46	%)

Total deposits	$	94,253	$	92,066	$	88,977	$	87,405	$	84,770		2	%		11	%

(a)

Includes commercial customer Eurodollar sweep balances for which the Bancorp pays rates comparable to other commercial deposit accounts.

Average core deposits increased $1.4 billion, or 2 percent, sequentially and increased $5.2 billion, or 6 percent, from the third quarter of 2012. Average transaction deposits, which are included in core deposits, increased $1.6 billion, or 2 percent, from the second quarter of 2013 and $5.7 billion, or 7 percent from the third quarter of 2012 driven by higher demand deposits, money market account, and interest checking balances, partially offset by lower savings balances. Other time deposits, primarily CDs, decreased 5 percent sequentially and 13 percent compared with the third quarter of 2012.

Commercial average transaction deposits increased 6 percent sequentially and increased 10 percent from the previous year. Sequential growth reflected higher demand deposit, foreign office, and money market account balances partially offset by lower interest checking and savings balances. Year-over-year growth reflected higher demand deposit, money market account, interest checking, and foreign office balances. Average public funds balances were $4.9 billion compared with $5.2 billion in the second quarter of 2013 and $5.1 billion in the third quarter of 2012.

Consumer average transaction deposits decreased 1 percent sequentially and increased 5 percent from the third quarter of 2012. The sequential decrease reflected lower demand deposit and savings balances, which were partially offset by higher money market and interest checking balances. Year-over-year growth was driven by increased money market and demand deposit balances partially offset by lower savings and interest checking balances. Consumer CDs included in core deposits declined 5 percent sequentially and 13 percent year-over-year driven by maturities of higher-rate CDs.

Wholesale Funding


	For the Three Months Ended										% Change
	September 2013		June 2013		March 2013		December 2012		September 2012		Seq			Yr/Yr
Average Wholesale Funding ($ in millions)
Certificates—$100,000 and over	$	7,315	$	6,519	$	4,017	$	3,084	$	3,016		12	%		NM
Other deposits		17		10		40		32		32		67	%		(46	%)
Federal funds purchased		464		560		691		794		664		(17	%)		(30	%)
Other short-term borrowings		1,675		2,867		5,429		4,553		4,856		(42	%)		(66	%)
Long-term debt		7,453		7,552		7,506		7,891		8,863		(1	%)		(16	%)

Total wholesale funding	$	16,924	$	17,508	$	17,683	$	16,354	$	17,431		(3	%)		(3	%)

Average wholesale funding of $16.9 billion decreased $584 million, or 3 percent, sequentially and decreased $507 million, or 3 percent, compared with the third quarter of 2012. The sequential and year-over-year comparisons reflect lower short-term borrowings, primarily average short-term FHLB borrowings, partially offset by the issuance of certificates $100,000 and over. Average long-term debt balances reflected the full quarter impact of the $750 million and $500 million senior note maturities in the second quarter of 2013 partially offset by $1.3 billion in long-term funding issued in conjunction with the auto securitization in August of 2013.

Noninterest Income


	For the Three Months Ended											% Change
	September 2013		June 2013		March 2013		December 2012			September 2012		Seq			Yr/Yr
Noninterest Income ($ in millions)
Service charges on deposits	$	140	$	136	$	131	$	134		$	128		3	%		10	%
Corporate banking revenue		102		106		99		114			101		(4	%)		1	%
Mortgage banking net revenue		121		233		220		258			200		(48	%)		(40	%)
Investment advisory revenue		97		98		100		93			92		(2	%)		6	%
Card and processing revenue		69		67		65		66			65		2	%		6	%
Other noninterest income		185		414		109		215			78		(55	%)		NM
Securities gains, net		2		—		17		2			2		NM			56	%
Securities gains (losses), net—non-qualifying hedges on mortgage servicing rights		5		6		2		(2	)		5		(12	%)		5	%

Total noninterest income	$	721	$	1,060	$	743	$	880		$	671		(32	%)		7	%

NM:	Not Meaningful

Noninterest income of $721 million decreased $339 million sequentially and increased $50 million compared with prior year results. These comparisons reflect the Vantiv-related impacts described below as well as lower mortgage banking net revenue.

Third quarter 2013 results included an $85 million gain on the sale of Vantiv shares as well as the $6 million positive Vantiv warrant valuation adjustment. This compares with a $242 million gain on the sale of Vantiv shares and a $76 million positive warrant valuation adjustment in the second quarter of 2013, and a $16 million negative warrant valuation adjustment in the third quarter of 2012. Quarterly results included charges related to the valuation of the total return swap

entered into as part of the 2009 sale of Visa, Inc. Class B shares. Negative valuation adjustments on this swap were $2 million, $5 million, and $1 million in the in the third quarter of 2013, the second quarter of 2013, and the third quarter of 2012, respectively. Second quarter 2013 results included a pre-tax benefit of $10 million resulting from a settlement related to a previously surrendered BOLI policy. Third quarter 2012 results included $13 million in gains recognized on the sale of certain Fifth Third funds. Excluding these items and net securities gains in all periods, noninterest income of $630 million decreased $107 million, or 15 percent, from the previous quarter and decreased $43 million, or 6 percent, from the third quarter of 2012. The sequential decline was primarily due to lower mortgage banking net revenue. The year-over-year decline was primarily the result of lower mortgage banking net revenue partially offset by higher service charges on deposits and investment advisory revenue.

Service charges on deposits of $140 million increased 3 percent from the second quarter and increased 10 percent compared with the same quarter last year. Retail service charges increased 2 percent sequentially and 17 percent from the third quarter of 2012. The sequential increase was driven by higher overdraft occurrences while the year-over-year increase was primarily due to the transition to our new and simplified deposit product offerings. Commercial service charges increased 4 percent sequentially and increased 6 percent from a year ago primarily as a result of higher treasury management fees.

Corporate banking revenue of $102 million decreased 4 percent from the second quarter of 2013 and increased 1 percent from the same period last year. The sequential decline was primarily driven by lower foreign exchange fees and interest rate derivatives, partially offset by higher syndications fees and business lending fees. The year-over-year growth was primarily driven by higher syndication fees, business lending fees, and interest rate derivatives, partially offset by lower institutional sales revenue, foreign exchange fees, and letter of credit fees.

Mortgage banking net revenue was $121 million in the third quarter of 2013, a 48 percent decrease from the second quarter of 2013 and a 40 percent decrease from the third quarter of 2012. Third quarter 2013 originations were $4.8 billion, compared with a record $7.5 billion in the previous quarter and $5.8 billion in the third quarter of 2012. Third quarter 2013 originations resulted in gains of $74 million on mortgages sold, compared with gains of $150 million during the previous quarter and $226 million during the third quarter of 2012. The declines from the prior quarter and prior year reflected lower production and lower gain on sale margins. Mortgage servicing fees this quarter were $63 million, compared with $62 million in the previous quarter and in the third quarter of 2012. Mortgage banking net revenue is also affected by net servicing asset valuation adjustments, which include mortgage servicing rights (MSR) amortization and MSR valuation adjustments (including mark-to-market adjustments on free-standing derivatives used to economically hedge the MSR portfolio). These net servicing asset valuation adjustments were negative $16 million in the third quarter of 2013 (reflecting MSR amortization of $39 million and MSR valuation adjustments of positive $23 million); positive $21 million in the second quarter of 2013 (MSR amortization of $51 million and MSR valuation adjustments of positive $72 million); and negative $88 million in the third quarter of 2012 (MSR amortization of $48 million and MSR valuation adjustments of negative $40 million). The mortgage servicing asset, net of the valuation reserve, was $915 million at quarter end on a servicing portfolio of $69 billion.

Net gains on securities held as non-qualifying hedges for the MSR portfolio were $5 million in the third quarter of 2013, compared with net gains of $6 million in the second quarter of 2013 and net gains of $5 million in the third quarter of 2012.

Investment advisory revenue of $97 million decreased 2 percent from the second quarter and increased 6 percent year-over-year. The sequential decline reflected lower brokerage fees and private client services revenue from a strong second quarter of 2013. The year-over-year increase was due to higher brokerage fees and private client services revenue, which was partially offset by the absence of mutual fund fees due to the sale of certain Fifth Third funds in the third quarter of 2012.

Card and processing revenue of $69 million in the third quarter of 2013 increased 2 percent sequentially and 6 percent from the third quarter of 2012, reflecting the impact of higher transaction volumes.

Other noninterest income totaled $185 million in the third quarter of 2013, compared with $414 million in the previous quarter and $78 million in the third quarter of 2012. The third quarter of 2013 included an $85 million gain on the sale of Vantiv shares. Other noninterest income also included effects of the valuation of the Vantiv warrant and changes in income related to the valuation of the Visa total return swap. For the quarters ending September 30, 2013, June 30, 2013, and September 30, 2012, the impact of warrant valuation adjustments were positive $6 million, positive $76 million, and negative $16 million, respectively, and changes in income related to the Visa total return swap were losses of $2 million, $5 million, and $1 million, respectively. The second quarter of 2013 also included a $242 million gain from the sale of Vantiv shares and a $10 million benefit resulting from a settlement related to a previously surrendered BOLI policy. The third quarter of 2012 also included $13 million in gains recognized on the sale of certain Fifth Third funds. Excluding the items detailed above, other noninterest income of $96 million increased approximately $5 million, or 5 percent, from the second quarter of 2013 and increased approximately $14 million, or 17 percent, from the third quarter of 2012.

Net credit-related costs recognized in other noninterest income were $5 million in the third quarter of 2013 versus $6 million last quarter and $14 million in the third quarter of 2012. Third quarter 2013 results primarily reflected $5 million of losses on other real estate owned (OREO). Second quarter 2013 results included $1 million of fair value charges on commercial loans held-for-sale, as well as $5 million of losses on OREO. Third quarter 2012 results included $2 million of net gains on sales of commercial loans held-for-sale, $3 million of fair value charges on commercial loans held-for-sale, and $11 million of losses on OREO.

Net gains on investment securities were $2 million in the third quarter of 2013, compared with no material investment securities gains of in the previous quarter and $2 million in the third quarter of 2012.

Noninterest Expense


	For the Three Months Ended										% Change
	September 2013		June 2013		March 2013		December 2012		September 2012		Seq			Yr/Yr
Noninterest Expense ($ in millions)
Salaries, wages and incentives	$	389	$	404	$	399	$	416	$	399		(4	%)		(2	%)
Employee benefits		83		83		114		96		79		—			4	%
Net occupancy expense		75		76		79		76		76		(2	%)		(1	%)
Technology and communications		52		50		49		52		49		5	%		6	%
Equipment expense		29		28		28		27		28		6	%		5	%
Card and processing expense		33		33		31		31		30		(2	%)		9	%
Other noninterest expense		298		361		278		465		345		(18	%)		(14	%)

Total noninterest expense	$	959	$	1,035	$	978	$	1,163	$	1,006		(7	%)		(5	%)

Noninterest expense of $959 million decreased 7 percent from the second quarter of 2013 and decreased 5 percent versus the third quarter of 2012.

Third quarter 2013 expenses included $30 million in charges to increase litigation reserves, $5 million in severance expense, and $5 million in large bank assessment fees. Second quarter 2013 expenses included $51 million in charges to increase litigation reserves and $1 million in severance expense. Third quarter 2012 expenses included $26 million of debt extinguishment costs associated with the redemption of Fifth Third Capital Trust V and Fifth Third Capital Trust VI TruPS, $5 million in charges to increase litigation reserves, $2 million of expenses associated with the sale of certain Fifth Third funds, and $2 million of severance expense. Excluding these items, noninterest expense of $919 million decreased $64 million compared with the second quarter of 2013 and decreased $52 million compared with the third quarter of 2012. The decrease from both periods was largely due to lower compensation-related expense, primarily in the mortgage business; lower credit-related costs, including a $15 million reduction in the mortgage representation and warranty reserve due to improving underlying repurchase metrics; and lower loan and lease expense. These declines were partially offset by a $4 million seasonal pension settlement charge.

Credit costs related to problem assets recorded as noninterest expense totaled $16 million in the third quarter of 2013, compared with $35 million in the second quarter of 2013 and $59 million in the third quarter of 2012. Third quarter credit-related expenses included provision for mortgage repurchases that was a benefit of $4 million, compared with expense of $20 million in the second quarter and $36 million a year ago. (Realized mortgage repurchase losses were $13 million in the third quarter of 2013, compared with $14 million last quarter and $15 million in the third quarter of 2012.) Provision for unfunded commitments was $1 million in the current quarter, compared with a benefit of $2 million last quarter and a year ago. Derivative valuation adjustments related to customer credit risk were immaterial for this quarter and last quarter compared with positive $2 million for the year ago quarter. OREO expense was $5 million this quarter, compared with $3 million last quarter and $6 million a year ago. Other problem asset-related expenses were $14 million in the third quarter, compared with $14 million the previous quarter and $21 million in the same period last year.

Credit Quality


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Total net losses charged off ($ in millions)
Commercial and industrial loans	($	44	)	($	33	)	($	25	)	($	36	)	($	29	)
Commercial mortgage loans		(2	)		(10	)		(26	)		(17	)		(28	)
Commercial construction loans		2			—			(3	)		(4	)		(4	)
Commercial leases		—			(2	)		—			1			(1	)
Residential mortgage loans		(12	)		(15	)		(20	)		(23	)		(26	)
Home equity		(19	)		(23	)		(30	)		(34	)		(37	)
Automobile loans		(6	)		(5	)		(4	)		(9	)		(7	)
Credit card		(19	)		(19	)		(20	)		(19	)		(18	)
Other consumer loans and leases		(9	)		(5	)		(5	)		(6	)		(6	)

Total net losses charged off		(109	)		(112	)		(133	)		(147	)		(156	)
Total losses		(141	)		(145	)		(168	)		(177	)		(188	)
Total recoveries		32			33			35			30			32

Total net losses charged off	($	109	)	($	112	)	($	133	)	($	147	)	($	156	)
Ratios (annualized)
Net losses charged off as a percent of average loans and leases (excluding held for sale)		0.49	%		0.51	%		0.63	%		0.70	%		0.75	%
Commercial		0.35	%		0.36	%		0.44	%		0.46	%		0.53	%
Consumer		0.70	%		0.73	%		0.89	%		1.01	%		1.04	%

Net charge-offs were $109 million in the third quarter of 2013, or 49 bps of average loans on an annualized basis. Net charge-offs declined 2 percent compared with second quarter 2013 net charge-offs of $112 million, and declined 31 percent versus third quarter 2012 net charge-offs of $156 million.

Commercial net charge-offs were $44 million, or 35 bps, down $1 million sequentially. C&I net charge-offs of $44 million increased $11 million from the previous quarter, and were offset by a $10 million decline in commercial real estate net charge-offs and a $2 million decline in commercial lease net charge-offs compared with the previous quarter.

Consumer net charge-offs were $65 million, or 70 bps, down $2 million sequentially. Net charge-offs on residential mortgage loans in the portfolio were $12 million, down $3 million from the previous quarter. Home equity net charge-offs were $19 million, down $4 million from the second quarter of 2013. Net charge-offs on brokered home equity loans represented 31 percent of third quarter home equity losses; such loans are 13 percent of the total $9.4 billion home equity portfolio. Originations of these loans were discontinued in 2007. Net charge-offs in the auto portfolio of $6 million increased $1 million compared with the prior quarter. Net charge-offs on consumer credit card loans were $19 million, consistent with the second quarter. Net charge-offs on other consumer loans were $9 million, up $4 million compared with the previous quarter.


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Allowance for Credit Losses ($ in millions)
Allowance for loan and lease losses, beginning	$	1,735		$	1,783		$	1,854		$	1,925		$	2,016
Total net losses charged off		(109	)		(112	)		(133	)		(147	)		(156	)
Provision for loan and lease losses		51			64			62			76			65

Allowance for loan and lease losses, ending		1,677			1,735			1,783			1,854			1,925
Reserve for unfunded commitments, beginning		166			168			179			176			178
Provision for unfunded commitments		1			(2	)		(11	)		3			(2	)

Reserve for unfunded commitments, ending		167			166			168			179			176
Components of allowance for credit losses:
Allowance for loan and lease losses		1,677			1,735			1,783			1,854			1,925
Reserve for unfunded commitments		167			166			168			179			176

Total allowance for credit losses	$	1,844		$	1,901		$	1,951		$	2,033		$	2,101
Allowance for loan and lease losses ratio
As a percent of loans and leases		1.92	%		1.99	%		2.08	%		2.16	%		2.32	%
As a percent of nonperforming loans and leases^(a)		218	%		191	%		187	%		180	%		167	%
As a percent of nonperforming assets^(a)		165	%		151	%		147	%		144	%		133	%

(a)

Excludes nonaccrual loans and leases in loans held for sale

Provision for loan and lease losses totaled $51 million in the third quarter of 2013, down $13 million from the second quarter of 2013 and down $14 million from the third quarter of 2012. The allowance for loan and lease losses declined $58 million sequentially reflecting continued improvement in credit trends. The allowance represented 1.92 percent of total loans and leases outstanding as of quarter end, compared with 1.99 percent last quarter, and represented 218 percent of nonperforming loans and leases, and 165 percent of nonperforming assets.


	As of
	September 2013			June 2013			March 2013			December 2012			September 2012
Nonperforming Assets and Delinquent Loans ($ in millions)
Nonaccrual portfolio loans and leases:
Commercial and industrial loans	$	146		$	218		$	229		$	234		$	309
Commercial mortgage loans		106			169			184			215			263
Commercial construction loans		27			39			66			70			76
Commercial leases		1			1			1			1			5
Residential mortgage loans		83			96			110			114			126
Home equity		28			28			28			30			29
Automobile loans		—			—			—			—			—
Other consumer loans and leases		—			—			—			1			—

Total nonaccrual loans and leases	$	391		$	551		$	618		$	665		$	808
Restructured loans and leases—commercial (nonaccrual)		241			196	^(c)		159	^(c)		177			153
Restructured loans and leases—consumer (nonaccrual)		—			162			174			187			192

Total nonperforming loans and leases	$	770		$	909		$	951		$	1,029		$	1,153
Repossessed personal property		7			6			7			8			10
Other real estate owned^(a)		237			235			252			249			283

Total nonperforming assets^(b)	$	1,014		$	1,150		$	1,210		$	1,286		$	1,446
Nonaccrual loans held for sale		11			15			16			25			38
Restructured loans—commercial (nonaccrual) held for sale		—			—			3			4			5

Total nonperforming assets including loans held for sale	$	1,025		$	1,165		$	1,229		$	1,315		$	1,489

Restructured Consumer loans and leases (accrual)	$	1,694		$	1,671		$	1,683		$	1,655		$	1,641
Restructured Commercial loans and leases (accrual)	$	499	^(c)	$	475	^(c)	$	441	^(c)	$	431		$	442
Total loans and leases 90 days past due	$	156		$	152		$	164		$	195		$	201
Nonperforming loans and leases as a percent of portfolio loans, leases and other assets, including other real estate owned^(b)		0.88	%		1.04	%		1.11	%		1.19	%		1.38	%
Nonperforming assets as a percent of portfolio loans, leases and other assets, including other real estate owned^(b)		1.16	%		1.32	%		1.41	%		1.49	%		1.73	%

(a)

Excludes government insured advances.

(b)

Does not include nonaccrual loans held for sale.

(c)

Excludes $21.5 million of restructured nonaccrual loans and $7.6 million of restructured accruing loans associated with a consolidated variable interest entity in which the Bancorp has no continuing credit risk.

Total nonperforming assets, including loans held-for-sale, were $1.0 billion, a decline of $140 million, or 12 percent, from the previous quarter. Nonperforming assets held-for-investment (NPAs) were $1.0 billion, or 1.16 percent, of total loans, leases and OREO, and decreased $136 million, or 12 percent, from the previous quarter. Nonperforming loans held-for-investment (NPLs) at quarter end were $770 million or 0.88 percent of total loans, leases and OREO, and decreased $139 million, or 15 percent, from the previous quarter.

Commercial portfolio NPAs were $680 million, or 1.34 percent of commercial loans, leases and OREO, and decreased $114 million, or 14 percent, from the second quarter. Commercial portfolio NPLs were $521 million, or 1.02 percent of commercial loans and leases, and decreased $102 million from last quarter. C&I portfolio NPAs of $321 million decreased $40 million from the prior quarter. Commercial mortgage portfolio NPAs were $296 million, down $59 million from the previous quarter. Commercial construction portfolio NPAs were $62 million, a decrease of $7 million from the previous quarter. Commercial lease portfolio NPAs were $1 million, a decrease of $7 million from the previous quarter. Commercial real estate loans in Michigan and Florida represented 52 percent of commercial real estate NPAs and 36 percent of our

total commercial real estate portfolio. Within the overall commercial loan portfolio, residential real estate builder and developer portfolio NPAs of $53 million declined $10 million from the second quarter, of which $33 million were commercial mortgage assets, $14 million were commercial construction assets and $6 million were C&I assets. Commercial portfolio NPAs included $241 million of nonaccrual troubled debt restructurings (TDRs), compared with $196 million last quarter.

Consumer portfolio NPAs of $334 million, or 0.91 percent of consumer loans, leases and OREO, decreased $22 million from the second quarter. Consumer portfolio NPLs were $249 million, or 0.68 percent of consumer loans and leases and decreased $37 million from last quarter. Of consumer NPAs, $292 million were in residential real estate portfolios. Residential mortgage NPAs were $229 million, $25 million lower than last quarter, with Florida representing 41 percent of residential mortgage NPAs and 13 percent of total residential mortgage loans. Home equity NPAs of $63 million were up $6 million compared with last quarter. Credit card NPAs of $34 million decreased $3 million compared to the previous quarter. Consumer nonaccrual TDRs were $138 million in the third quarter of 2013, compared with $162 million in the second quarter 2013.

Third quarter OREO balances included in portfolio NPA balances described above were $237 million, up $2 million from the second quarter, and included $160 million in commercial OREO and $77 million in consumer OREO. Repossessed personal property of $7 million consisted largely of autos.

Loans still accruing over 90 days past due were $156 million, up $4 million, or 2 percent, from the second quarter of 2013. Commercial balances over 90 days past due were $3 million. Consumer balances 90 days past due of $153 million were up $1 million from the previous quarter. Loans 30-89 days past due of $258 million were flat from the previous quarter. Commercial balances 30-89 days past due of $13 million were up $6 million sequentially and consumer balances 30-89 days past due of $245 million decreased $6 million from the second quarter. The above delinquencies figures exclude nonaccruals described previously.

Commercial nonaccrual loans held-for-sale were $11 million, compared with $15 million at the end of the second quarter.

Capital Position


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Capital Position
Average shareholders’ equity to average assets		11.71	%		11.64	%		11.38	%		11.65	%		11.82	%
Tangible equity^(a)		9.75	%		9.65	%		9.36	%		9.17	%		9.45	%
Tangible common equity (excluding unrealized gains/losses)^(a)		9.27	%		8.83	%		9.03	%		8.83	%		9.10	%
Tangible common equity (including unrealized gains/losses)^(a)		9.42	%		8.94	%		9.28	%		9.10	%		9.45	%
Tangible common equity as a percent of risk-weighted assets (excluding unrealized gains/losses)^(a)(b)		9.95	%		9.49	%		9.77	%		9.57	%		9.74	%
Regulatory capital ratios:^(c)
Tier I risk-based capital		11.15	%		11.07	%		10.83	%		10.65	%		10.85	%
Total risk-based capital		14.36	%		14.34	%		14.35	%		14.42	%		14.76	%
Tier I leverage		10.58	%		10.40	%		10.03	%		10.05	%		10.09	%
Tier I common equity^(a)		9.89	%		9.43	%		9.70	%		9.51	%		9.67	%
Book value per share		15.84			15.56			15.42			15.10			14.84
Tangible book value per share^(a)		13.09			12.69			12.62			12.33			12.12

(a)

The tangible equity, tangible common equity, tier I common equity and tangible book value per share ratios, while not required by accounting principles generally accepted in the United States of America (U.S. GAAP), are considered to be critical metrics with which to analyze banks. The ratios have been included herein to facilitate a greater understanding of the Bancorp’s capital structure and financial condition. See the Regulation G Non-GAAP Reconciliation table for a reconciliation of these ratios to U.S. GAAP.

(b)

Under the banking agencies risk-based capital guidelines, assets and credit equivalent amounts of derivatives and off-balance sheet exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. The resulting weighted values are added together resulting in the Bancorp’s total risk weighted assets.

(c)

Current period regulatory capital data ratios are estimated.

Capital ratios remained strong, reflecting growth in retained earnings during the quarter. Compared with the prior quarter, the Tier 1 common equity ratio* of 9.89 percent increased 46 bps. The tangible common equity to tangible assets ratio* was 9.27 percent (excluding unrealized gains/losses) and 9.42 percent (including unrealized gains/losses). These ratios included 37 bps of benefit from the conversion of Series G preferred stock at the beginning of the quarter. The Tier 1 risk-based capital ratio increased 8 bps to 11.15 percent. The Total risk-based capital ratio increased 2 bps to 14.36 percent and the Leverage ratio increased 18 bps to 10.58 percent.

Book value per share at September 30, 2013 was $15.84 and tangible book value per share* was $13.09, compared with June 30, 2013 book value per share of $15.56 and tangible book value per share of $12.69.

As previously announced, Fifth Third entered into a share repurchase agreement with a counterparty on May 21, 2013, whereby Fifth Third would purchase approximately $539 million of its outstanding common stock. This transaction reduced Fifth Third’s average common share count in the third quarter by 15 million shares. The settlement of the forward contract occurred on October 1, 2013, and an additional 4,270,250 shares were repurchased upon completion of the agreement which will be reflected in the fourth quarter share count.

*	Non-GAAP measure; see Reg. G reconciliation on page 35.

U.S. banking regulators approved final capital rules for U.S. banks, including changes to the definition of capital components (i.e. the numerator of capital ratios) and changes to risk-weighting rules for assets (i.e. the denominator of capital ratios). These final rules implement portions of rules proposed by international banking regulators known as Basel III and Basel II. Fifth Third is not a Basel “Advanced Approaches” institution. Therefore, Fifth Third would be subject to the general capital rules governing the capital or numerator portion of these final rules and the “Standardized Approach” for risk-weighting assets. Additionally, Fifth Third would have a one-time irrevocable option to neutralize certain accumulated other comprehensive income (AOCI) components in capital, comparable to treatment under prevailing capital rules. Fifth Third will also be subject to the Market Risk Rule for trading assets and liabilities, which has been re-proposed for alignment with the other final capital rules. We continue to evaluate the final rule and its impact, which would apply beginning reporting periods after January 1, 2015.

Our current estimate of the pro-forma fully phased in Tier I common equity ratio at September 30, 2013 under the final capital rule, assuming the Company elected to maintain the current treatment of AOCI components in capital, would be approximately 9.5 percent**. This would compare with 9.9 percent* as calculated under the currently prevailing Basel I capital framework. The primary drivers of the change from the prevailing capital framework to the Basel III framework would be an increase in Tier I common equity of approximately 8 bps, which would be more than offset by modestly higher risk-weighted assets. (The largest impact to the numerator is that the new rules would not require the current 10 percent deduction of mortgage servicing rights assets; the largest changes to the denominator would be the treatment of securitizations and lending commitments of less than a year.) Should Fifth Third make the election to include AOCI components in capital, the September 30, 2013 pro forma Basel III Tier 1 common ratio would be increased by approximately 18 bps. Fifth Third’s pro forma Tier 1 common equity ratio exceeds the minimum buffered Tier 1 common equity ratio of 7 percent, comprising a minimum of 4.5 percent plus a capital conservation buffer of 2.5 percent. The pro forma Tier 1 common equity ratio does not include the effect of any mitigating actions the Bancorp may undertake to offset any impact of the final capital rules.

The new regulations approved by U.S. banking regulators also cease Tier 1 capital treatment for outstanding trust preferred securities (“TruPS”) for banking organizations greater than $15 billion by January 1, 2016. Fifth Third’s Tier 1 and Total capital levels at September 30, 2013 included $810 million of TruPS, or 71 bps of risk weighted assets. Based on regulatory developments, Fifth Third will continue to evaluate the role of these types of securities in its capital structure. Fifth Third included the potential redemption of $750 million in TruPS in its 2013 CCAR plan. To the extent these types of securities remain outstanding during and after the phase-in period, they would continue to be included in Total capital, as approved in the capital rules described above. We expect to manage our capital structure over time – including the components represented by common equity and non-common equity – to adapt to and reflect the effect of changes in U.S. bank capital regulations, transition periods for inclusion of capital components in capital, regulatory expectations, and our goals for capital levels and capital composition, as appropriate.

*	Non-GAAP measure; see Reg. G reconciliation on page 35.

**	Capital ratios estimated; presented under current U.S. capital regulations. The pro forma Basel III Tier I common equity ratio is management’s estimate based upon its current interpretation of recent prospective regulatory capital requirements approved in July 2013.

Fifth Third is subject to the Federal Reserve’s (FRB) Capital Plans Rule which was issued November 9, 2012. Under this rule, we are required to submit our annual capital plan to the Federal Reserve, for its objection or non-objection. The plan includes those capital actions Fifth Third intends to pursue or contemplate during the period covered by the FRB’s response, which is the second quarter of 2013 through the first quarter of 2014. These actions were more fully described in our March 14, 2013 announcement that the FRB did not object to Fifth Third’s 2013 CCAR capital plan. Any such actions would be based on environmental and market conditions, earnings results, our capital position, and other factors, as well as approval by the Fifth Third Board of Directors, at the time. This announcement can be found under “Press Releases” at http://ir.53.com.

Pursuant to Fifth Third’s 2013 CCAR capital plan, on June 11, 2013, Fifth Third provided notice that its Board of Directors had authorized the conversion of all $398 million in outstanding Depositary Shares representing Series G 8.5 percent convertible preferred stock into approximately 35.5 million common shares issued to the holders. (Note that these securities had been accounted for under the “if-converted” method for inclusion in common shares for diluted earnings per share reporting purposes.) Effective as of the close of the market on July 1, 2013, Fifth Third converted all remaining outstanding shares of Series G Preferred Stock, represented by 4,110,500 Depositary Shares, into shares of Fifth Third’s Common Stock. Each Depositary Share was convertible into 8.6393 shares of Common Stock, and the aggregate number of shares of Common Stock issued in this conversion was 35,511,740, although as noted earlier those shares were already included in our diluted share count.

Tax Rate

The effective tax rate was 30.3 percent this quarter compared with 29.7 percent in the second quarter and 27.7 percent in the third quarter of 2012.

Other

Fifth Third Bank owns 48.8 million units representing a 25 percent interest in Vantiv Holding, LLC, convertible into shares of Vantiv, Inc., a publicly traded firm (NYSE: VNTV). Based upon Vantiv’s closing price of $27.94 on September 30, 2013, our interest in Vantiv was valued at approximately $1.4 billion. Next month in our 10-Q, we will update our disclosure of the carrying value of our interest in Vantiv stock, which was $448 million as of June 30, 2013. The difference between the market value and the book value of Fifth Third’s interest in Vantiv’s shares is not recognized in Fifth Third’s equity or capital. Additionally, Fifth Third has a warrant to purchase additional shares in Vantiv which is carried as a derivative asset at a fair value of $293 million as of September 30, 2013.

Conference Call

Fifth Third will host a conference call to discuss these financial results at 9:00 a.m. (Eastern Time) today. This conference call will be webcast live by Thomson Financial and may be accessed through the Fifth Third Investor Relations website at www.53.com (click on “About Fifth Third” then “Investor Relations”). The webcast also is being distributed over Thomson Financial’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson Financial’s individual investor center at www.earnings.com or by visiting any of the investor sites in Thomson Financial’s Individual Investor Network. Institutional investors can access the call via Thomson Financial’s password-protected event management site, StreetEvents (www.streetevents.com).

Those unable to listen to the live webcast may access a webcast replay through the Fifth Third Investor Relations website at the same web address. Additionally, a telephone replay of the conference call will be available beginning approximately two hours after the conference call until Thursday, October 31 by dialing 800-585-8367 for domestic access and 404-537-3406 for international access (passcode 35616507#).

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of September 30, 2013, the Company had $126 billion in assets and operated 18 affiliates with 1,326 full-service Banking Centers, including 104 Bank Mart^® locations open seven days a week inside select grocery stores and 2,374 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 25% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of September 30, 2013, had $318 billion in assets under care, of which it managed $27 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® Global Select Market under the symbol “FITB.”

Forward-Looking Statements

This news release 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 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 from the separation of or the results of operations of Vantiv, LLC; (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 and deliver products and services 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.

# # #

LOGO

Quarterly Financial Review for September 30, 2013

Table of Contents


Financial Highlights			21-22
Consolidated Statements of Income			23
Consolidated Statements of Income (Taxable Equivalent)			24
Consolidated Balance Sheets			25-26
Consolidated Statements of Changes in Equity			27
Average Balance Sheet and Yield Analysis			28-30
Summary of Loans and Leases			31
Regulatory Capital			32
Summary of Credit Loss Experience			33
Asset Quality			34
Regulation G Non-GAAP Reconciliation			35
Segment Presentation			36

Fifth Third Bancorp and Subsidiaries

Financial Highlights

$ in millions, except per share data

(unaudited)


	For the Three Months Ended									% Change						Year to Date						% Change
	September 2013			June 2013			September 2012			Seq			Yr/Yr			September 2013			September 2012			Yr/Yr
Income Statement Data
Net interest income^(a)	$	898		$	885		$	907			2	%		(1	%)	$	2,675		$	2,709			(1	%)
Noninterest income		721			1,060			671			(32	%)		7	%		2,524			2,119			19	%
Total revenue^(a)		1,619			1,945			1,578			(17	%)		3	%		5,199			4,828			8	%
Provision for loan and lease losses		51			64			65			(20	%)		(22	%)		176			227			(22	%)
Noninterest expense		959			1,035			1,006			(7	%)		(5	%)		2,972			2,918			2	%
Net income attributable to Bancorp		421			591			363			(29	%)		16	%		1,433			1,178			22	%
Net income available to common shareholders		421			582			354			(28	%)		19	%		1,415			1,152			23	%
Common Share Data
Earnings per share, basic	$	0.47		$	0.67		$	0.39			(30	%)		21	%	$	1.62		$	1.26			29	%
Earnings per share, diluted		0.47			0.65			0.38			(28	%)		24	%		1.58			1.23			29	%
Cash dividends per common share		0.12			0.12			0.10			—			20	%		0.35			0.26			35	%
Book value per share		15.84			15.56			14.84			2	%		7	%		15.84			14.84			7	%
Market price per share		18.05			18.05			15.51			—			16	%		18.05			15.51			16	%
Common shares outstanding (in thousands)		887,030			851,474			897,467			4	%		(1	%)		887,030			897,467			(1	%)
Average common shares outstanding (in thousands):
Basic		880,183			858,583			904,475			3	%		(3	%)		869,930			911,056			(5	%)
Diluted		888,111			900,625			944,821			(1	%)		(6	%)		900,541			952,259			(5	%)
Market capitalization	$	16,011		$	15,369		$	13,920			4	%		15	%	$	16,011		$	13,920			15	%
Financial Ratios
Return on average assets		1.35	%		1.94	%		1.23	%		(30	%)		10	%		1.57	%		1.34	%		17	%
Return on average common equity		12.1	%		17.3	%		10.4	%		(30	%)		15	%		13.9	%		11.6	%		20	%
Return on average tangible common equity^(b)		14.7	%		21.1	%		12.8	%		(31	%)		14	%		17.0	%		14.3	%		19	%
Noninterest income as a percent of total revenue		45	%		55	%		43	%		(18	%)		5	%		49	%		44	%		11	%
Average equity as a percent of average assets		11.71	%		11.64	%		11.82	%		1	%		(1	%)		11.58	%		11.65	%		(1	%)
Tangible common equity^(c)(d)		9.27	%		8.83	%		9.10	%		5	%		2	%		9.27	%		9.10	%		2	%
Net interest margin^(a)		3.31	%		3.33	%		3.56	%		(1	%)		(7	%)		3.35	%		3.58	%		(6	%)
Efficiency^(a)		59.2	%		53.2	%		63.7	%		11	%		(7	%)		57.2	%		60.4	%		(5	%)
Effective tax rate		30.3	%		29.7	%		27.7	%		2	%		10	%		30.1	%		29.4	%		2	%
Credit Quality
Net losses charged off	$	109		$	112		$	156			(2	%)		(31	%)	$	353		$	557			(37	%)
Net losses charged off as a percent of average loans and leases		0.49	%		0.51	%		0.75	%		(4	%)		(34	%)		0.54	%		0.90	%		(34	%)
Allowance for loan and lease losses as a percent of loans and leases		1.92	%		1.99	%		2.32	%		(4	%)		(17	%)		1.92	%		2.32	%		(17	%)
Allowance for credit losses as a percent of loans and leases		2.11	%		2.18	%		2.53	%		(3	%)		(16	%)		2.11	%		2.53	%		(16	%)
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned^(e)		1.16	%		1.32	%		1.73	%		(12	%)		(33	%)		1.16	%		1.73	%		(33	%)
Average Balances
Loans and leases, including held for sale	$	89,154		$	89,473		$	84,829			—			5	%	$	89,170		$	84,367			6	%
Total securities and other short-term investments		18,528			16,962			16,588			9	%		12	%		17,452			16,829			4	%
Total assets		123,346			122,212			117,521			1	%		5	%		122,233			117,168			4	%
Transaction deposits^(f)		83,245			81,678			77,498			2	%		7	%		81,962			77,418			6	%
Core deposits^(g)		86,921			85,537			81,722			2	%		6	%		85,800			81,795			5	%
Wholesale funding^(h)		16,924			17,508			17,431			(3	%)		(3	%)		17,369			17,188			1	%
Bancorp shareholders’ equity		14,440			14,221			13,887			2	%		4	%		14,149			13,650			4	%
*Regulatory Capital Ratios⁽ⁱ⁾***
Tier I risk-based capital		11.15	%		11.07	%		10.85	%		1	%		3	%		11.15	%		10.85	%		3	%
Total risk-based capital		14.36	%		14.34	%		14.76	%		—			(3	%)		14.36	%		14.76	%		(3	%)
Tier I leverage		10.58	%		10.40	%		10.09	%		2	%		5	%		10.58	%		10.09	%		5	%
Tier I common equity^(d)		9.89	%		9.43	%		9.67	%		5	%		2	%		9.89	%		9.67	%		2	%
Operations
Banking centers		1,326			1,326			1,320			—			—			1,326			1,320			—
ATMs		2,374			2,433			2,404			(2	%)		(1	%)		2,374			2,404			(1	%)
Full-time equivalent employees		20,256			20,569			20,789			(2	%)		(3	%)		20,256			20,789			(3	%)

(a)

Presented on a fully taxable equivalent basis.

(b)

The return on average tangible common equity is calculated as tangible net income available to common shareholders excluding tax effected amortization of intangibles) divided by average tangible common equity (average common equity less goodwill and intangible assets).

(c)

The tangible common equity ratio is calculated as tangible common equity (shareholders’ equity less preferred stock, goodwill, intangible assets and accumulated other comprehensive income divided by tangible assets (total assets less goodwill, intangible assets and accumulated other comprehensive income).

(d)

The tangible common equity and tier I common equity ratios, while not required by U.S. GAAP, are considered to be important metrics with which to analyze a bank’s position. The ratios have been included herein to facilitate a greater understanding of the Bancorp’s capital structure and financial condition.

(e)

Excludes nonaccrual loans held for sale.

(f)

Includes demand, interest checking, savings, money market and foreign office deposits of commercial customers.

(g)

Includes transaction deposits plus other time deposits.

(h)

Includes certificates $100,000 and over, other deposits, federal funds purchased, short-term borrowings and long-term debt.

(i)

Current period regulatory capital ratios are estimates.

Fifth Third Bancorp and Subsidiaries

Financial Highlights

$ in millions, except per share data

(unaudited)


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Income Statement Data
Net interest income^(a)	$	898		$	885		$	893		$	903		$	907
Noninterest income		721			1,060			743			880			671
Total revenue^(a)		1,619			1,945			1,636			1,783			1,578
Provision for loan and lease losses		51			64			62			76			65
Noninterest expense		959			1,035			978			1,163			1,006
Net income attributable to Bancorp		421			591			422			399			363
Net income available to common shareholders		421			582			413			390			354
Common Share Data
Earnings per share, basic	$	0.47		$	0.67		$	0.47		$	0.44		$	0.39
Earnings per share, diluted		0.47			0.65			0.46			0.43			0.38
Cash dividends per common share		0.12			0.12			0.11			0.10			0.10
Book value per share		15.84			15.56			15.42			15.10			14.84
Market price per share		18.05			18.05			16.31			15.20			15.51
Common shares outstanding (in thousands)		887,030			851,474			874,645			882,152			897,467
Average common shares outstanding (in thousands):
Basic		880,183			858,583			870,923			884,676			904,475
Diluted		888,111			900,625			913,163			925,585			944,821
Market capitalization	$	16,011		$	15,369		$	14,265		$	13,409		$	13,920
Financial Ratios
Return on average assets		1.35	%		1.94	%		1.41	%		1.33	%		1.23	%
Return on average common equity		12.1	%		17.3	%		12.5	%		11.5	%		10.4	%
Return on average tangible common equity^(b)		14.7	%		21.1	%		15.4	%		14.1	%		12.8	%
Noninterest income as a percent of total revenue		45	%		55	%		45	%		49	%		43	%
Average equity as a percent of average assets		11.71	%		11.64	%		11.38	%		11.65	%		11.82	%
Tangible common equity^(c)(d)		9.27	%		8.83	%		9.03	%		8.83	%		9.10	%
Net interest margin^(a)		3.31	%		3.33	%		3.42	%		3.49	%		3.56	%
Efficiency^(a)		59.2	%		53.2	%		59.8	%		65.2	%		63.7	%
Effective tax rate		30.3	%		29.7	%		30.4	%		26.8	%		27.7	%
Credit Quality
Net losses charged off	$	109		$	112		$	133		$	147		$	156
Net losses charged off as a percent of average loans and leases		0.49	%		0.51	%		0.63	%		0.70	%		0.75	%
Allowance for loan and lease losses as a percent of loans and leases		1.92	%		1.99	%		2.08	%		2.16	%		2.32	%
Allowance for credit losses as a percent of loans and leases		2.11	%		2.18	%		2.28	%		2.37	%		2.53	%
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned^(e)		1.16	%		1.32	%		1.41	%		1.49	%		1.73	%
Average Balances
Loans and leases, including held for sale	$	89,154		$	89,473		$	88,880		$	86,180		$	84,829
Total securities and other short-term investments		18,528			16,962			16,846			16,765			16,588
Total assets		123,346			122,212			121,117			118,943			117,521
Transaction deposits^(f)		83,245			81,678			80,938			80,195			77,498
Core deposits^(g)		86,921			85,537			84,920			84,289			81,722
Wholesale funding^(h)		16,924			17,508			17,683			16,354			17,431
Bancorp shareholders’ equity		14,440			14,221			13,779			13,855			13,887
*Regulatory Capital Ratios⁽ⁱ⁾***
Tier I risk-based capital		11.15	%		11.07	%		10.83	%		10.65	%		10.85	%
Total risk-based capital		14.36	%		14.34	%		14.35	%		14.42	%		14.76	%
Tier I leverage		10.58	%		10.40	%		10.03	%		10.05	%		10.09	%
Tier I common equity^(d)		9.89	%		9.43	%		9.70	%		9.51	%		9.67	%
Operations
Banking centers		1,326			1,326			1,320			1,325			1,320
ATMs		2,374			2,433			2,426			2,415			2,404
Full-time equivalent employees		20,256			20,569			20,744			20,798			20,789

(a)

Presented on a fully taxable equivalent basis.

(b)

(c)

(d)

(e)

Excludes nonaccrual loans held for sale.

(f)

Includes demand, interest checking, savings, money market and foreign office deposits of commercial customers.

(g)

Includes transaction deposits plus other time deposits.

(h)

Includes certificates $100,000 and over, other deposits, federal funds purchased, short-term borrowings and long-term debt.

(i)

Current period regulatory capital ratios are estimates.

Fifth Third Bancorp and Subsidiaries

Consolidated Statements of Income

$ in millions

(unaudited)


	For the Three Months Ended						% Change						Year to Date					% Change
	September 2013		June 2013		September 2012		Seq			Yr/Yr			September 2013			September 2012		Yr/Yr
Interest Income
Interest and fees on loans and leases	$	857	$	864	$	893		(1	%)		(4	%)		2,603			2,683		(3	%)
Interest on securities		134		119		129		13	%		4	%		365			405		(10	%)
Interest on other short-term investments		1		1		1		31	%		28	%		3			3		15	%

Total interest income		992		984		1,023		1	%		(3	%)		2,971			3,091		(4	%)
Interest Expense
Interest on deposits		51		53		52		(3	%)		(1	%)		154			165		(7	%)
Interest on short-term borrowings		1		1		3		(30	%)		(61	%)		5			6		(11	%)
Interest on long-term debt		47		50		65		(7	%)		(30	%)		151			224		(33	%)

Total interest expense		99		104		120		(5	%)		(18	%)		310			395		(21	%)

Net Interest Income		893		880		903		2	%		(1	%)		2,661			2,696		(1	%)
Provision for loan and lease losses		51		64		65		(20	%)		(22	%)		176			227		(22	%)

Net interest income after provision for loan and lease losses		842		816		838		3	%		1	%		2,485			2,469		1	%
Noninterest Income
Service charges on deposits		140		136		128		3	%		10	%		407			387		5	%
Corporate banking revenue		102		106		101		(4	%)		1	%		307			299		2	%
Mortgage banking net revenue		121		233		200		(48	%)		(40	%)		574			588		(2	%)
Investment advisory revenue		97		98		92		(2	%)		6	%		295			281		5	%
Card and processing revenue		69		67		65		2	%		6	%		201			187		8	%
Other noninterest income		185		414		78		(55	%)		NM			708			359		97	%
Securities gains, net		2		—		2		NM			56	%		19			13		49	%
Securities gains, net—non-qualifying hedges on mortgage servicing rights		5		6		5		(12	%)		5	%		13			5		NM

Total noninterest income		721		1,060		671		(32	%)		7	%		2,524			2,119		19	%
Noninterest Expense
Salaries, wages and incentives		389		404		399		(4	%)		(2	%)		1,193			1,191		—
Employee benefits		83		83		79		—			4	%		280			274		2	%
Net occupancy expense		75		76		76		(2	%)		(1	%)		230			227		2	%
Technology and communications		52		50		49		5	%		6	%		151			144		5	%
Equipment expense		29		28		28		6	%		5	%		85			82		3	%
Card and processing expense		33		33		30		(2	%)		9	%		97			90		8	%
Other noninterest expense		298		361		345		(18	%)		(14	%)		936			910		3	%

Total noninterest expense		959		1,035		1,006		(7	%)		(5	%)		2,972			2,918		2	%
Income before income taxes		604		841		503		(28	%)		20	%		2,037			1,670		22	%
Applicable income taxes		183		250		139		(27	%)		32	%		613			491		25	%

Net Income		421		591		364		(29	%)		16	%		1,424			1,179		21	%
Less: Net income attributable to noncontrolling interest		—		—		1		19	%		(46	%)		(9	)		1		NM

Net income attributable to Bancorp		421		591		363		(29	%)		16	%		1,433			1,178		22	%
Dividends on preferred stock		—		9		9		(100	%)		(100	%)		18			26		(33	%)

Net income available to common shareholders	$	421	$	582	$	354		(28	%)		19	%		1,415			1,152		23	%

Fifth Third Bancorp and Subsidiaries

Consolidated Statements of Income (Taxable Equivalent)

$ in millions

(unaudited)


	For the Three Months Ended
	September 2013		June 2013		March 2013			December 2012			September 2012
Interest Income
Interest and fees on loans and leases	$	857	$	864	$	882		$	891		$	893
Interest on securities		134		119		112			124			129
Interest on other short-term investments		1		1		1			1			1

Total interest income		992		984		995			1,016			1,023
Taxable equivalent adjustment		5		5		5			4			4

Total interest income (taxable equivalent)		997		989		1,000			1,020			1,027
Interest Expense
Interest on deposits		51		53		50			51			52
Interest on short-term borrowings		1		1		3			3			3
Interest on long-term debt		47		50		54			63			65

Total interest expense		99		104		107			117			120

Net Interest Income (taxable equivalent)		898		885		893			903			907
Provision for loan and lease losses		51		64		62			76			65

Net interest income (taxable equivalent) after provision for loan and lease losses		847		821		831			827			842
Noninterest Income
Service charges on deposits		140		136		131			134			128
Corporate banking revenue		102		106		99			114			101
Mortgage banking net revenue		121		233		220			258			200
Investment advisory revenue		97		98		100			93			92
Card and processing revenue		69		67		65			66			65
Other noninterest income		185		414		109			215			78
Securities gains, net		2		—		17			2			2
Securities gains, net—non-qualifying hedges on mortgage servicing rights		5		6		2			(2	)		5

Total noninterest income		721		1,060		743			880			671
Noninterest Expense
Salaries, wages and incentives		389		404		399			416			399
Employee benefits		83		83		114			96			79
Net occupancy expense		75		76		79			76			76
Technology and communications		52		50		49			52			49
Equipment expense		29		28		28			27			28
Card and processing expense		33		33		31			31			30
Other noninterest expense		298		361		278			465			345

Total noninterest expense		959		1,035		978			1,163			1,006

Income before income taxes (taxable equivalent)		609		846		596			544			507
Taxable equivalent adjustment		5		5		5			4			4

Income before income taxes		604		841		591			540			503
Applicable income taxes		183		250		179			144			139

Net Income		421		591		412			396			364
Less: Net Income attributable to noncontrolling interests		—		—		(10	)		(3	)		1

Net income attributable to Bancorp		421		591		422			399			363
Dividends on preferred stock		—		9		9			9			9

Net income available to common shareholders	$	421	$	582	$	413		$	390		$	354

Fifth Third Bancorp and Subsidiaries

Consolidated Balance Sheets

$ in millions, except per share data

(unaudited)


	As of									% Change
	September 2013			June 2013			September 2012			Seq			Yr/Yr
Assets
Cash and due from banks	$	2,887		$	2,390		$	2,490			21	%		16	%
Available-for-sale and other securities^(a)		18,080			16,187			15,402			12	%		17	%
Held-to-maturity securities^(b)		265			274			287			(3	%)		(8	%)
Trading securities		246			219			205			12	%		20	%
Other short-term investments		2,622			1,109			1,286			NM			NM
Loans held for sale		1,330			2,148			1,802			(38	%)		(26	%)
Portfolio loans and leases:
Commercial and industrial loans		38,253			37,856			33,344			1	%		15	%
Commercial mortgage loans		8,052			8,443			9,348			(5	%)		(14	%)
Commercial construction loans		875			754			672			16	%		30	%
Commercial leases		3,572			3,567			3,549			—			1	%
Residential mortgage loans		12,534			12,400			11,708			1	%		7	%
Home equity		9,356			9,531			10,238			(2	%)		(9	%)
Automobile loans		12,072			12,015			11,912			—			1	%
Credit card		2,157			2,114			1,994			2	%		8	%
Other consumer loans and leases		360			352			294			2	%		23	%

Portfolio loans and leases		87,231			87,032			83,059			—			5	%
Allowance for loan and lease losses		(1,677	)		(1,735	)		(1,925	)		(3	%)		(13	%)

Portfolio loans and leases, net		85,554			85,297			81,134			—			5	%
Bank premises and equipment		2,528			2,540			2,520			—			—
Operating lease equipment		707			645			542			10	%		30	%
Goodwill		2,416			2,416			2,417			—			—
Intangible assets		21			23			30			(9	%)		(29	%)
Servicing rights		919			899			679			2	%		35	%
Other assets		8,098			9,213			8,689			(12	%)		(7	%)

Total assets	$	125,673		$	123,360		$	117,483			2	%		7	%

Liabilities
Deposits:
Demand	$	30,153		$	30,097		$	27,606			—			9	%
Interest checking		23,527			22,878			22,891			3	%		3	%
Savings		17,583			18,448			20,624			(5	%)		(15	%)
Money market		10,433			9,247			5,285			13	%		97	%
Foreign office		1,409			1,570			1,059			(10	%)		33	%
Other time		3,524			3,793			4,167			(7	%)		(15	%)
Certificates—$100,000 and over		7,497			7,374			2,978			2	%		NM
Other		—			47			78			(99	%)		(100	%)

Total deposits		94,126			93,454			84,688			1	%		11	%
Federal funds purchased		225			636			686			(65	%)		(67	%)
Other short-term borrowings		3,487			2,112			5,503			65	%		(37	%)
Accrued taxes, interest and expenses		1,692			1,619			1,588			5	%		7	%
Other liabilities		3,365			4,322			3,122			(22	%)		8	%
Long-term debt		8,098			6,940			8,127			17	%		—

Total liabilities		110,993			109,083			103,714			2	%		7	%
Equity
Common stock^(c)		2,051			2,051			2,051			—			—
Preferred stock		593			991			398			(40	%)		49	%
Capital surplus		2,565			2,689			2,733			(5	%)		(6	%)
Retained earnings		9,876			9,561			8,466			3	%		17	%
Accumulated other comprehensive income		218			149			468			47	%		(53	%)
Treasury stock		(662	)		(1,202	)		(398	)		(45	%)		66	%

Total Bancorp shareholders’ equity		14,641			14,239			13,718			3	%		7	%
Noncontrolling interests		39			38			51			1	%		(25	%)

Total Equity		14,680			14,277			13,769			3	%		7	%

Total liabilities and equity	$	125,673		$	123,360		$	117,483			2	%		7	%

(a) Amortized cost	$	17,665		$	15,793		$	14,641			12	%		21	%
(b) Market values		265			274			287			(3	%)		(8	%)
(c) Common shares, stated value $2.22 per share (in thousands):
Authorized		2,000,000			2,000,000			2,000,000			—			—
Outstanding, excluding treasury		887,030			851,474			897,467			4	%		(1	%)
Treasury		36,863			72,419			26,425			(49	%)		39	%

Fifth Third Bancorp and Subsidiaries

Consolidated Balance Sheets

$ in millions, except per share data

(unaudited)


	As of
	September 2013			June 2013			March 2013			December 2012			September 2012
Assets
Cash and due from banks	$	2,887		$	2,390		$	2,186		$	2,441		$	2,490
Available-for-sale and other securities^(a)		18,080			16,187			15,263			15,207			15,402
Held-to-maturity securities^(b)		265			274			283			284			287
Trading securities		246			219			218			207			205
Other short-term investments		2,622			1,109			2,286			2,421			1,286
Loans held for sale		1,330			2,148			2,691			2,939			1,802
Portfolio loans and leases:
Commercial and industrial loans		38,253			37,856			36,757			36,038			33,344
Commercial mortgage loans		8,052			8,443			8,766			9,103			9,348
Commercial construction loans		875			754			694			698			672
Commercial leases		3,572			3,567			3,568			3,549			3,549
Residential mortgage loans		12,534			12,400			12,091			12,017			11,708
Home equity		9,356			9,531			9,727			10,018			10,238
Automobile loans		12,072			12,015			11,741			11,972			11,912
Credit card		2,157			2,114			2,043			2,097			1,994
Other consumer loans and leases		360			352			289			290			294

Portfolio loans and leases		87,231			87,032			85,676			85,782			83,059
Allowance for loan and lease losses		(1,677	)		(1,735	)		(1,783	)		(1,854	)		(1,925	)

Portfolio loans and leases, net		85,554			85,297			83,893			83,928			81,134
Bank premises and equipment		2,528			2,540			2,540			2,542			2,520
Operating lease equipment		707			645			598			581			542
Goodwill		2,416			2,416			2,416			2,416			2,417
Intangible assets		21			23			25			27			30
Servicing rights		919			899			772			697			679
Other assets		8,098			9,213			8,211			8,204			8,689

Total assets	$	125,673		$	123,360		$	121,382		$	121,894		$	117,483

Liabilities
Deposits:
Demand	$	30,153		$	30,097		$	30,027		$	30,023		$	27,606
Interest checking		23,527			22,878			23,175			24,477			22,891
Savings		17,583			18,448			19,339			19,879			20,624
Money market		10,433			9,247			8,613			6,875			5,285
Foreign office		1,409			1,570			1,089			885			1,059
Other time		3,524			3,793			3,909			4,015			4,167
Certificates—$100,000 and over		7,497			7,374			5,472			3,284			2,978
Other		—			47			—			79			78

Total deposits		94,126			93,454			91,624			89,517			84,688
Federal funds purchased		225			636			386			901			686
Other short-term borrowings		3,487			2,112			2,439			6,280			5,503
Accrued taxes, interest and expenses		1,692			1,619			1,599			1,708			1,588
Other liabilities		3,365			4,322			3,094			2,639			3,122
Long-term debt		8,098			6,940			8,320			7,085			8,127

Total liabilities		110,993			109,083			107,462			108,130			103,714
Equity
Common stock^(c)		2,051			2,051			2,051			2,051			2,051
Preferred stock		593			991			398			398			398
Capital surplus		2,565			2,689			2,782			2,758			2,733
Retained earnings		9,876			9,561			9,084			8,768			8,466
Accumulated other comprehensive income		218			149			333			375			468
Treasury stock		(662	)		(1,202	)		(766	)		(634	)		(398	)

Total Bancorp shareholders’ equity		14,641			14,239			13,882			13,716			13,718
Noncontrolling interests		39			38			38			48			51

Total Equity		14,680			14,277			13,920			13,764			13,769

Total liabilities and equity	$	125,673		$	123,360		$	121,382		$	121,894		$	117,483

(a) Amortized cost	$	17,665		$	15,793		$	14,652		$	14,571		$	14,641
(b) Market values		265			274			283			284			287
(c) Common shares, stated value $2.22 per share (in thousands):
Authorized		2,000,000			2,000,000			2,000,000			2,000,000			2,000,000
Outstanding, excluding treasury		887,030			851,474			874,645			882,152			897,467
Treasury		36,863			72,419			49,248			41,741			26,425

Fifth Third Bancorp and Subsidiaries

Consolidated Statements of Changes in Equity

$ in millions

(unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 2013			September 2012			September 2013			September 2012
Total equity, beginning	$	14,277		$	13,824		$	13,764		$	13,251
Net income attributable to Bancorp		421			363			1,433			1,178
Other comprehensive income, net of tax:
Change in unrealized gains and (losses):
Available-for-sale securities		65			18			(144	)		9
Qualifying cash flow hedges		2			(6	)		(19	)		(18	)
Change in accumulated other comprehensive income related to employee benefit plans		2			2			6			7

Comprehensive income		490			377			1,276			1,176
Cash dividends declared:
Common stock		(106	)		(90	)		(305	)		(237	)
Preferred stock		—			(9	)		(18	)		(26	)
Impact of stock transactions under stock compensation plans, net		19			17			43			27
Shares acquired for treasury		—			(350	)		(664	)		(425	)
Issuance of preferred stock		—			—			593			—
Noncontrolling interest		—			—			(9	)		1
Other		—			—			—			2

Total equity, ending	$	14,680		$	13,769		$	14,680		$	13,769

Fifth Third Bancorp and Subsidiaries

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)


	For the Three Months Ended									% Change
	September 2013			June 2013			September 2012			Seq			Yr/Yr
Assets
Interest-earning assets:
Commercial and industrial loans	$	38,145		$	37,636		$	33,124			1	%		15	%
Commercial mortgage loans		8,280			8,627			9,592			(4	%)		(14	%)
Commercial construction loans		797			717			751			11	%		7	%
Commercial leases		3,574			3,553			3,483			1	%		3	%
Residential mortgage loans		14,333			14,984			13,458			(4	%)		7	%
Home equity		9,432			9,625			10,312			(2	%)		(9	%)
Automobile loans		12,083			11,887			11,812			2	%		2	%
Credit card		2,140			2,071			1,971			3	%		9	%
Other consumer loans and leases		370			373			326			2	%		15	%
Taxable securities		16,590			15,346			15,005			8	%		11	%
Tax exempt securities		44			55			48			(21	%)		(10	%)
Other short-term investments		1,894			1,561			1,535			21	%		23	%

Total interest-earning assets		107,682			106,435			101,417			1	%		6	%
Cash and due from banks		2,380			2,359			2,368			1	%		1	%
Other assets		15,015			15,198			15,749			(1	%)		(5	%)
Allowance for loan and lease losses		(1,731	)		(1,780	)		(2,013	)		(3	%)		(14	%)

Total assets	$	123,346		$	122,212		$	117,521			1	%		5	%

Liabilities
Interest-bearing liabilities:
Interest checking	$	23,116		$	22,796		$	22,967			1	%		1	%
Savings		18,026			18,864			21,283			(4	%)		(15	%)
Money market		9,693			8,918			4,776			9	%		NM
Foreign office		1,755			1,418			1,345			24	%		30	%
Other time		3,676			3,859			4,224			(5	%)		(13	%)
Certificates—$100,000 and over		7,315			6,519			3,016			12	%		NM
Other		17			10			32			67	%		(46	%)
Federal funds purchased		464			560			664			(17	%)		(30	%)
Other short-term borrowings		1,675			2,867			4,856			(42	%)		(66	%)
Long-term debt		7,453			7,552			8,863			(1	%)		(16	%)

Total interest-bearing liabilities		73,190			73,363			72,026			—			2	%
Demand deposits		30,655			29,682			27,127			3	%		13	%
Other liabilities		5,023			4,908			4,430			2	%		13	%

Total liabilities		108,868			107,953			103,583			1	%		5	%
Equity		14,478			14,259			13,938			2	%		4	%

Total liabilities and equity	$	123,346		$	122,212		$	117,521			1	%		5	%

Yield Analysis
Interest-earning assets:
Commercial and industrial loans		3.49	%		3.58	%		4.08	%
Commercial mortgage loans		3.60	%		3.65	%		3.76	%
Commercial construction loans		3.71	%		3.41	%		2.83	%
Commercial leases		3.22	%		3.36	%		3.62	%
Residential mortgage loans		3.87	%		3.91	%		4.03	%
Home equity		3.74	%		3.76	%		3.78	%
Automobile loans		3.02	%		3.16	%		3.61	%
Credit card		9.93	%		9.97	%		9.82	%
Other consumer loans and leases		42.84	%		39.49	%		49.00	%

Total loans and leases		3.83	%		3.89	%		4.21	%
Taxable securities		3.20	%		3.09	%		3.41	%
Tax exempt securities		5.08	%		5.01	%		3.29	%
Other short-term investments		0.26	%		0.24	%		0.25	%

Total interest-earning assets		3.68	%		3.73	%		4.03	%
Interest-bearing liabilities:
Interest checking		0.23	%		0.23	%		0.21	%
Savings		0.11	%		0.12	%		0.15	%
Money market		0.24	%		0.24	%		0.22	%
Foreign office		0.29	%		0.29	%		0.29	%
Other time		1.33	%		1.48	%		1.59	%
Certificates—$100,000 and over		0.74	%		0.82	%		1.49	%
Other		0.08	%		0.08	%		0.13	%
Federal funds purchased		0.10	%		0.11	%		0.13	%
Other short-term borrowings		0.21	%		0.18	%		0.19	%
Long-term debt		2.47	%		2.65	%		2.97	%

Total interest-bearing liabilities		0.54	%		0.57	%		0.67	%
Ratios:
Net interest margin (taxable equivalent)		3.31	%		3.33	%		3.56	%
Net interest rate spread (taxable equivalent)		3.14	%		3.16	%		3.36	%
Interest-bearing liabilities to interest-earning assets		67.97	%		68.93	%		71.02	%

Fifth Third Bancorp and Subsidiaries

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)


	Year to Date						% Change
	September 2013			September 2012			Yr/Yr
Assets
Interest-earning assets:
Commercial and industrial loans		37,407			32,440			15	%
Commercial mortgage loans		8,626			9,846			(12	%)
Commercial construction loans		738			881			(16	%)
Commercial leases		3,561			3,499			2	%
Residential mortgage loans		14,726			13,149			12	%
Home equity		9,641			10,449			(8	%)
Automobile loans		12,022			11,817			1	%
Credit card		2,094			1,937			8	%
Other consumer loans and leases		355			349			2	%
Taxable securities		15,725			15,287			3	%
Tax exempt securities		50			56			(12	%)
Other short-term investments		1,677			1,486			13	%

Total interest-earning assets		106,622			101,196			5	%
Cash and due from banks		2,322			2,326			—
Other assets		15,076			15,772			(4	%)
Allowance for loan and lease losses		(1,787	)		(2,126	)		(16	%)

Total assets		122,233			117,168			4	%

Liabilities
Interest-bearing liabilities:
Interest checking		23,222			22,941			1	%
Savings		18,816			21,788			(14	%)
Money market		8,854			4,527			96	%
Foreign office		1,428			1,646			(13	%)
Other time		3,838			4,377			(12	%)
Certificates—$100,000 and over		5,962			3,108			92	%
Other		22			25			(10	%)
Federal funds purchased		571			481			19	%
Other short-term borrowings		3,310			4,142			(20	%)
Long-term debt		7,504			9,432			(20	%)

Total interest-bearing liabilities		73,527			72,467			—
Demand deposits		29,642			26,516			12	%
Other liabilities		4,873			4,485			9	%

Total liabilities		108,042			103,468			4	%
Equity		14,191			13,700			4	%

Total liabilities and equity		122,233			117,168			4	%

Yield Analysis
Interest-earning assets:
Commercial and industrial loans		3.65	%		4.13	%		(12	%)
Commercial mortgage loans		3.63	%		3.84	%		(6	%)
Commercial construction loans		3.45	%		2.98	%		16	%
Commercial leases		3.32	%		3.69	%		(10	%)
Residential mortgage loans		3.92	%		4.11	%		(5	%)
Home equity		3.75	%		3.81	%		(2	%)
Automobile loans		3.15	%		3.79	%		(17	%)
Credit card		9.86	%		9.72	%		1	%
Other consumer loans and leases		42.84	%		44.02	%		(3	%)

Total loans and leases		3.92	%		4.27	%		(8	%)
Taxable securities		3.09	%		3.53	%		(12	%)
Tax exempt securities		5.17	%		3.42	%		51	%
Other short-term investments		0.25	%		0.25	%		2	%

Total interest-earning assets		3.74	%		4.10	%		(9	%)
Interest-bearing liabilities:
Interest checking		0.23	%		0.22	%
Savings		0.12	%		0.18	%
Money market		0.24	%		0.22	%
Foreign office		0.28	%		0.27	%
Other time		1.44	%		1.61	%
Certificates—$100,000 and over		0.84	%		1.51	%
Other		0.11	%		0.12	%
Federal funds purchased		0.12	%		0.13	%
Other short-term borrowings		0.18	%		0.17	%
Long-term debt		2.69	%		3.17	%

Total interest-bearing liabilities		0.56	%		0.73	%
Ratios:
Net interest margin (taxable equivalent)		3.35	%		3.58	%
Net interest rate spread (taxable equivalent)		3.18	%		3.37	%
Interest-bearing liabilities to interest-earning assets		68.96	%		71.61	%

Fifth Third Bancorp and Subsidiaries

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Assets
Interest-earning assets:
Commercial and industrial loans	$	38,145		$	37,636		$	36,423		$	34,311		$	33,124
Commercial mortgage loans		8,280			8,627			8,978			9,209			9,592
Commercial construction loans		797			717			700			697			751
Commercial leases		3,574			3,553			3,557			3,509			3,483
Residential mortgage loans		14,333			14,984			14,866			14,028			13,458
Home equity		9,432			9,625			9,872			10,129			10,312
Automobile loans		12,083			11,887			12,096			11,944			11,812
Credit card		2,140			2,071			2,069			2,029			1,971
Other consumer loans and leases		370			373			319			324			326
Taxable securities		16,590			15,346			15,224			15,187			15,005
Tax exempt securities		44			55			51			57			48
Other short-term investments		1,894			1,561			1,571			1,521			1,535

Total interest-earning assets		107,682			106,435			105,726			102,945			101,417
Cash and due from banks		2,380			2,359			2,225			2,442			2,368
Other assets		15,015			15,198			15,016			15,468			15,749
Allowance for loan and lease losses		(1,731	)		(1,780	)		(1,850	)		(1,912	)		(2,013	)

Total assets	$	123,346		$	122,212		$	121,117		$	118,943		$	117,521

Liabilities
Interest-bearing liabilities:
Interest checking	$	23,116		$	22,796		$	23,763		$	23,556		$	22,967
Savings		18,026			18,864			19,576			20,216			21,283
Money market		9,693			8,918			7,932			6,026			4,776
Foreign office		1,755			1,418			1,102			1,174			1,345
Other time		3,676			3,859			3,982			4,094			4,224
Certificates—$100,000 and over		7,315			6,519			4,017			3,084			3,016
Other		17			10			40			32			32
Federal funds purchased		464			560			691			794			664
Other short-term borrowings		1,675			2,867			5,429			4,553			4,856
Long-term debt		7,453			7,552			7,506			7,891			8,863

Total interest-bearing liabilities		73,190			73,363			74,038			71,420			72,026
Demand deposits		30,655			29,682			28,565			29,223			27,127
Other liabilities		5,023			4,908			4,687			4,394			4,430

Total liabilities		108,868			107,953			107,290			105,037			103,583
Equity		14,478			14,259			13,827			13,906			13,938

Total liabilities and equity	$	123,346		$	122,212		$	121,117		$	118,943		$	117,521

Yield Analysis
Interest-earning assets:
Commercial and industrial loans		3.49	%		3.58	%		3.90	%		4.01	%		4.08	%
Commercial mortgage loans		3.60	%		3.65	%		3.63	%		3.69	%		3.76	%
Commercial construction loans		3.71	%		3.41	%		3.21	%		3.01	%		2.83	%
Commercial leases		3.22	%		3.36	%		3.38	%		3.42	%		3.62	%
Residential mortgage loans		3.87	%		3.91	%		3.98	%		3.94	%		4.03	%
Home equity		3.74	%		3.76	%		3.74	%		3.72	%		3.78	%
Automobile loans		3.02	%		3.16	%		3.29	%		3.46	%		3.61	%
Credit card		9.93	%		9.97	%		9.67	%		9.96	%		9.82	%
Other consumer loans and leases		42.84	%		39.49	%		46.77	%		50.06	%		49.00	%

Total loans and leases		3.83	%		3.89	%		4.04	%		4.13	%		4.21	%
Taxable securities		3.20	%		3.09	%		2.98	%		3.23	%		3.41	%
Tax exempt securities		5.08	%		5.01	%		5.44	%		2.91	%		3.29	%
Other short-term investments		0.26	%		0.24	%		0.26	%		0.28	%		0.25	%

Total interest-earning assets		3.68	%		3.73	%		3.84	%		3.94	%		4.03	%
Interest-bearing liabilities:
Interest checking		0.23	%		0.23	%		0.23	%		0.22	%		0.21	%
Savings		0.11	%		0.12	%		0.13	%		0.14	%		0.15	%
Money market		0.24	%		0.24	%		0.24	%		0.23	%		0.22	%
Foreign office		0.29	%		0.29	%		0.26	%		0.27	%		0.29	%
Other time		1.33	%		1.48	%		1.50	%		1.54	%		1.59	%
Certificates—$100,000 and over		0.74	%		0.82	%		1.09	%		1.39	%		1.49	%
Other		0.08	%		0.08	%		0.13	%		0.14	%		0.13	%
Federal funds purchased		0.10	%		0.11	%		0.14	%		0.16	%		0.13	%
Other short-term borrowings		0.21	%		0.18	%		0.18	%		0.21	%		0.19	%
Long-term debt		2.47	%		2.65	%		2.94	%		3.19	%		2.97	%

Total interest-bearing liabilities		0.54	%		0.57	%		0.59	%		0.65	%		0.67	%
Ratios:
Net interest margin (taxable equivalent)		3.31	%		3.33	%		3.42	%		3.49	%		3.56	%
Net interest rate spread (taxable equivalent)		3.14	%		3.16	%		3.25	%		3.29	%		3.36	%
Interest-bearing liabilities to interest-earning assets		67.97	%		68.93	%		70.03	%		69.38	%		71.02	%

Fifth Third Bancorp and Subsidiaries

Summary of Loans and Leases

$ in millions

(unaudited)


	For the Three Months Ended
	September 2013		June 2013		March 2013		December 2012		September 2012
Average Loans and Leases
Commercial:
Commercial and industrial loans	$	38,133	$	37,630	$	36,395	$	34,301	$	33,111
Commercial mortgage loans		8,273		8,618		8,965		9,193		9,567
Commercial construction loans		793		713		695		686		742
Commercial leases		3,572		3,552		3,556		3,509		3,481

Subtotal—commercial		50,771		50,513		49,611		47,689		46,901
Consumer:
Residential mortgage loans		12,486		12,260		12,096		11,846		11,578
Home equity		9,432		9,625		9,872		10,129		10,312
Automobile loans		12,083		11,887		11,961		11,944		11,812
Credit card		2,140		2,071		2,069		2,029		1,971
Other consumer loans and leases		360		351		294		306		314

Subtotal—consumer		36,501		36,194		36,292		36,254		35,987

Total average loans and leases (excluding held for sale)	$	87,272	$	86,707	$	85,903	$	83,943	$	82,888

Average loans held for sale		1,882		2,766		2,977		2,237		1,941
End of Period Loans and Leases
Commercial:
Commercial and industrial loans	$	38,253	$	37,856	$	36,757	$	36,038	$	33,344
Commercial mortgage loans		8,052		8,443		8,766		9,103		9,348
Commercial construction loans		875		754		694		698		672
Commercial leases		3,572		3,567		3,568		3,549		3,549

Subtotal—commercial		50,752		50,620		49,785		49,388		46,913
Consumer:
Residential mortgage loans		12,534		12,400		12,091		12,017		11,708
Home equity		9,356		9,531		9,727		10,018		10,238
Automobile loans		12,072		12,015		11,741		11,972		11,912
Credit card		2,157		2,114		2,043		2,097		1,994
Other consumer loans and leases		360		352		289		290		294

Subtotal—consumer		36,479		36,412		35,891		36,394		36,146

Total portfolio loans and leases	$	87,231	$	87,032	$	85,676	$	85,782	$	83,059

Core business activity		1,318		2,134		2,672		2,910		1,758
Portfolio management activity		12		14		19		29		44

Total loans held for sale		1,330		2,148		2,691		2,939		1,802
Operating lease equipment		707		645		598		581		542
Loans and Leases Serviced for Others:^(a)
Commercial and industrial loans		727		748		757		721		783
Commercial mortgage loans		284		293		334		325		324
Commercial construction loans		40		39		28		29		39
Commercial leases		211		179		184		179		180
Residential mortgage loans		68,987		67,160		64,768		62,465		62,428
Automobile loans		408		448		489		—		—

Total loans and leases serviced for others		70,657		68,867		66,560		63,719		63,754

Total loans and leases serviced	$	159,925	$	158,692	$	155,525	$	153,021	$	149,157

(a)

Fifth Third sells certain loans and leases and obtains servicing responsibilities

Fifth Third Bancorp and Subsidiaries

Regulatory Capital^(a)

$ in millions

(unaudited)


	As of
	September 2013			June 2013			March 2013			December 2012			September 2012
Tier I capital:
Bancorp shareholders’ equity		14,641			14,239			13,882			13,716			13,718
Goodwill and certain other intangibles		(2,492	)		(2,496	)		(2,504	)		(2,499	)		(2,504	)
Unrealized (gains) losses		(218	)		(149	)		(333	)		(375	)		(468	)
Qualifying trust preferred securities		810			810			810			810			810
Other		21			22			23			33			38

Total tier I capital		12,762			12,426			11,878			11,685			11,594
Total risk-based capital:
Tier I capital		12,762			12,426			11,878			11,685			11,594
Qualifying allowance for credit losses		1,437			1,411			1,379			1,381			1,347
Qualifying subordinated notes		2,236			2,264			2,474			2,750			2,836

Total risk-based capital		16,435			16,101			15,731			15,816			15,777

Risk-weighted assets^(b)		114,472			112,285			109,626			109,699			106,858
Ratios:
Average shareholders’ equity to average assets		11.71	%		11.64	%		11.38	%		11.65	%		11.82	%
Regulatory capital:
Fifth Third Bancorp
Tier I risk-based capital		11.15	%		11.07	%		10.83	%		10.65	%		10.85	%
Total risk-based capital		14.36	%		14.34	%		14.35	%		14.42	%		14.76	%
Tier I leverage		10.58	%		10.40	%		10.03	%		10.05	%		10.09	%
Tier I common equity^(c)		9.89	%		9.43	%		9.70	%		9.51	%		9.67	%
Fifth Third Bank
Tier I risk-based capital		11.61	%		11.76	%		11.47	%		11.27	%		12.29	%
Total risk-based capital		12.97	%		13.12	%		12.84	%		12.74	%		13.76	%
Tier I leverage		11.02	%		11.05	%		10.63	%		10.65	%		11.44	%

(a)

Current period regulatory capital data and ratios are estimated.

(b)

Under the banking agencies’ risk-based capital guidelines, assets and credit equivalent amounts of derivatives and off-balance sheet exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. The resulting weighted values are added together resulting in the Bancorp’s total risk weighted assets.

(c)

The tier I common equity ratio while not required by U.S. GAAP, is considered to be an important metric with which to analyze a bank’s position. The ratio has been included herein to facilitate a greater understanding of the Bancorp’s capital structure and financial condition.

Fifth Third Bancorp and Subsidiaries

Summary of Credit Loss Experience

$ in millions

(unaudited)


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Average loans and leases (excluding held for sale):
Commercial and industrial loans	$	38,133		$	37,630		$	36,395		$	34,301		$	33,111
Commercial mortgage loans		8,273			8,618			8,965			9,193			9,567
Commercial construction loans		793			713			695			686			742
Commercial leases		3,572			3,552			3,556			3,509			3,481
Residential mortgage loans		12,486			12,260			12,096			11,846			11,578
Home equity		9,432			9,625			9,872			10,129			10,312
Automobile loans		12,083			11,887			11,961			11,944			11,812
Credit card		2,140			2,071			2,069			2,029			1,971
Other consumer loans and leases		360			351			294			306			314

Total average loans and leases (excluding held for sale)	$	87,272		$	86,707		$	85,903		$	83,943		$	82,888

Losses charged off:
Commercial and industrial loans	($	52	)	($	42	)	($	35	)	($	43	)	($	39	)
Commercial mortgage loans		(8	)		(15	)		(29	)		(23	)		(32	)
Commercial construction loans		(1	)		—			(4	)		(4	)		(4	)
Commercial leases		—			(2	)		—			—			(1	)
Residential mortgage loans		(15	)		(18	)		(22	)		(25	)		(28	)
Home equity		(23	)		(27	)		(34	)		(38	)		(41	)
Automobile loans		(10	)		(11	)		(12	)		(14	)		(13	)
Credit card		(22	)		(23	)		(23	)		(22	)		(21	)
Other consumer loans and leases		(10	)		(7	)		(9	)		(8	)		(9	)

Total losses		(141	)		(145	)		(168	)		(177	)		(188	)
Recoveries of losses previously charged off:
Commercial and industrial loans		8			9			10			7			10
Commercial mortgage loans		6			5			3			6			4
Commercial construction loans		3			—			1			—			—
Commercial leases		—			—			—			1			—
Residential mortgage loans		3			3			2			2			2
Home equity		4			4			4			4			4
Automobile loans		4			6			8			5			6
Credit card		3			4			3			3			3
Other consumer loans and leases		1			2			4			2			3

Total recoveries		32			33			35			30			32
Net losses charged off:
Commercial and industrial loans		(44	)		(33	)		(25	)		(36	)		(29	)
Commercial mortgage loans		(2	)		(10	)		(26	)		(17	)		(28	)
Commercial construction loans		2			—			(3	)		(4	)		(4	)
Commercial leases		—			(2	)		—			1			(1	)
Residential mortgage loans		(12	)		(15	)		(20	)		(23	)		(26	)
Home equity		(19	)		(23	)		(30	)		(34	)		(37	)
Automobile loans		(6	)		(5	)		(4	)		(9	)		(7	)
Credit card		(19	)		(19	)		(20	)		(19	)		(18	)
Other consumer loans and leases		(9	)		(5	)		(5	)		(6	)		(6	)

Total net losses charged off	($	109	)	($	112	)	($	133	)	($	147	)	($	156	)

Net charge-off ratios:
Commercial and industrial loans		0.46	%		0.35	%		0.28	%		0.42	%		0.36	%
Commercial mortgage loans		0.14	%		0.50	%		1.18	%		0.70	%		1.15	%
Commercial construction loans		(1.16	%)		(0.04	%)		1.44	%		1.91	%		2.29	%
Commercial leases		(0.02	%)		0.18	%		0.03	%		(0.08	%)		0.11	%
Residential mortgage loans		0.39	%		0.48	%		0.69	%		0.77	%		0.90	%
Home equity		0.79	%		0.96	%		1.23	%		1.36	%		1.43	%
Automobile loans		0.19	%		0.16	%		0.16	%		0.27	%		0.22	%
Credit card		3.52	%		3.68	%		3.82	%		3.71	%		3.49	%
Other consumer loans and leases		9.09	%		5.02	%		6.61	%		9.83	%		9.11	%

Total net charge-off ratio		0.49	%		0.51	%		0.63	%		0.70	%		0.75	%

Fifth Third Bancorp and Subsidiaries

Asset Quality

$ in millions

(unaudited)


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Allowance for Credit Losses
Allowance for loan and lease losses, beginning	$	1,735		$	1,783		$	1,854		$	1,925		$	2,016
Total net losses charged off		(109	)		(112	)		(133	)		(147	)		(156	)
Provision for loan and lease losses		51			64			62			76			65

Allowance for loan and lease losses, ending	$	1,677		$	1,735		$	1,783		$	1,854		$	1,925
Reserve for unfunded commitments, beginning	$	166		$	168		$	179		$	176		$	178
Provision for unfunded commitments		1			(2	)		(11	)		3			(2	)

Reserve for unfunded commitments, ending	$	167		$	166		$	168		$	179		$	176

Components of allowance for credit losses:
Allowance for loan and lease losses	$	1,677		$	1,735		$	1,783		$	1,854		$	1,925
Reserve for unfunded commitments		167			166			168			179			176

Total allowance for credit losses	$	1,844		$	1,901		$	1,951		$	2,033		$	2,101

Nonperforming Assets and Delinquent Loans
Nonaccrual portfolio loans and leases:
Commercial and industrial loans	$	146		$	218		$	229		$	234		$	309
Commercial mortgage loans		106			169			184			215			263
Commercial construction loans		27			39			66			70			76
Commercial leases		1			1			1			1			5
Residential mortgage loans		83			96			110			114			126
Home equity		28			28			28			30			29
Automobile loans		—			—			—			—			—
Other consumer loans and leases		—			—			—			1			—

Total nonaccrual portfolio loans and leases		391			551			618			665			808
Restructured loans and leases—commercial (nonaccrual)		241			196			159			177			153
Restructured loans and leases—consumer (nonaccrual)		138			162			174			187			192

Total nonperforming portfolio loans and leases		770			909			951			1,029			1,153
Repossessed property		7			6			7			8			10
Other real estate owned^(b)		237			235			252			249			283

Total nonperforming assets^(a)		1,014			1,150			1,210			1,286			1,446
Nonaccrual loans held for sale		11			15			16			25			38
Restructured loans—commercial (nonaccrual) held for sale		—			—			3			4			5

Total nonperforming assets including loans held for sale	$	1,025		$	1,165		$	1,229		$	1,315		$	1,489

Restructured portfolio consumer loans and leases (accrual)	$	1,694		$	1,671		$	1,683		$	1,655		$	1,641
Restructured portfolio commercial loans and leases (accrual)	$	499		$	475		$	441		$	431		$	442
Ninety days past due loans and leases:
Commercial and industrial loans	$	3		$	—		$	1		$	1		$	1
Commercial mortgage loans		—			—			—			22			22
Commercial construction loans		—			—			—			1			—
Commercial leases		—			—			—			—			—

Total commercial loans and leases		3			—			1			24			23

Residential mortgage loans		73			71			74			75			76
Home equity		46			48			53			58			65
Automobile loans		8			6			7			8			9
Credit card		26			27			29			30			28
Other consumer loans and leases		—			—			—			—			—

Total consumer loans and leases		153			152			163			171			178

Total ninety days past due loans and leases	$	156		$	152		$	164		$	195		$	201

Ratios
Net losses charged off as a percent of average loans and leases		0.49	%		0.51	%		0.63	%		0.70	%		0.75	%
Allowance for loan and lease losses:
As a percent of loans and leases		1.92	%		1.99	%		2.08	%		2.16	%		2.32	%
As a percent of nonperforming loans and leases^(a)		218	%		191	%		187	%		180	%		167	%
As a percent of nonperforming assets^(a)		165	%		151	%		147	%		144	%		133	%
Nonperforming loans and leases as a percent of portfolio loans, leases and other assets , including other real estate owned^(a)		0.88	%		1.04	%		1.11	%		1.19	%		1.38	%
Nonperforming assets as a percent of portfolio loans, leases and other assets, including other real estate owned^(a)		1.16	%		1.32	%		1.41	%		1.49	%		1.73	%
Nonperforming assets as a percent of total loans, leases and other assets, including other real estate owned		1.15	%		1.30	%		1.39	%		1.48	%		1.75	%

(a)

Does not include nonaccrual loans held for sale

(b)

Excludes OREO related to government insured loans

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconciliation

$ and shares in millions

(unaudited)


	For the Three Months Ended
	September 2013			June 2013			March 2013			December 2012			September 2012
Income before income taxes (U.S. GAAP)	$	604		$	841		$	591		$	540		$	503
Add: Provision expense (U.S. GAAP)		51			64			62			76			65

Pre-provision net revenue		655			905			653			616			568
Net income available to common shareholders (U.S. GAAP)		421			582			413			390			354
Add: Intangible amortization, net of tax		1			1			1			2			2

Tangible net income available to common shareholders		422			583			414			392			356
Tangible net income available to common shareholders (annualized) (a)		1,674			2,338			1,679			1,559			1,416
Average Bancorp shareholders’ equity (U.S. GAAP)		14,440			14,221			13,779			13,855			13,887
Less: Average preferred stock		(593	)		(717	)		(398	)		(398	)		(398	)
Average goodwill		(2,416	)		(2,416	)		(2,416	)		(2,417	)		(2,417	)
Average intangible assets		(22	)		(24	)		(26	)		(28	)		(31	)

Average tangible common equity (b)		11,409			11,064			10,939			11,012			11,041
Total Bancorp shareholders’ equity (U.S. GAAP)		14,641			14,239			13,882			13,716			13,718
Less: Preferred stock		(593	)		(991	)		(398	)		(398	)		(398	)
Goodwill		(2,416	)		(2,416	)		(2,416	)		(2,416	)		(2,417	)
Intangible assets		(21	)		(23	)		(25	)		(27	)		(30	)

Tangible common equity, including unrealized gains / losses (c)		11,611			10,809			11,043			10,875			10,873
Less: Accumulated other comprehensive income		(218	)		(149	)		(333	)		(375	)		(468	)

Tangible common equity, excluding unrealized gains / losses (d)		11,393			10,660			10,710			10,500			10,405
Add: Preferred stock		593			991			398			398			398

Tangible equity (e)		11,986			11,651			11,108			10,898			10,803
Total assets (U.S. GAAP)		125,673			123,360			121,382			121,894			117,483
Less: Goodwill		(2,416	)		(2,416	)		(2,416	)		(2,416	)		(2,417	)
Intangible assets		(21	)		(23	)		(25	)		(27	)		(30	)

Tangible assets, including unrealized gains / losses (f)		123,236			120,921			118,941			119,451			115,036
Less: Accumulated other comprehensive income / loss, before tax		(335	)		(229	)		(512	)		(577	)		(720	)

Tangible assets, excluding unrealized gains / losses (g)		122,901			120,692			118,429			118,874			114,316
Total Bancorp shareholders’ equity (U.S. GAAP)		14,641			14,239			13,882			13,716			13,718
Goodwill and certain other intangibles		(2,492	)		(2,496	)		(2,504	)		(2,499	)		(2,504	)
Unrealized gains		(218	)		(149	)		(333	)		(375	)		(468	)
Qualifying trust preferred securities		810			810			810			810			810
Other		21			22			23			33			38

Tier I capital		12,762			12,426			11,878			11,685			11,594
Less: Preferred stock		(593	)		(991	)		(398	)		(398	)		(398	)
Qualifying trust preferred securities		(810	)		(810	)		(810	)		(810	)		(810	)
Qualifying noncontrolling interests in consolidated subsidiaries		(39	)		(38	)		(38	)		(48	)		(51	)

Tier I common equity (h)		11,320			10,587			10,632			10,429			10,335
Common shares outstanding (i)		887			851			875			882			897
Risk-weighted assets, determined in accordance with prescribed regulatory requirements (j)		114,472			112,285			109,626			109,699			106,858
Ratios:
Return on average tangible common equity (a) / (b)		14.7	%		21.1	%		15.4	%		14.1	%		12.8	%
Tangible equity (e) / (g)		9.75	%		9.65	%		9.36	%		9.17	%		9.45	%
Tangible common equity (excluding unrealized gains/losses) (d) / (g)		9.27	%		8.83	%		9.03	%		8.83	%		9.10	%
Tangible common equity (including unrealized gains/losses) (c) / (f)		9.42	%		8.94	%		9.28	%		9.10	%		9.45	%
Tangible common equity as a percent of risk-weighted assets (excluding unrealized gains/losses) (d) / (j)		9.95	%		9.49	%		9.77	%		9.57	%		9.74	%
Tangible book value per share (c) / (i)	$	13.09		$	12.69		$	12.62		$	12.33		$	12.12
Tier I common equity (h) / (j)		9.89	%		9.43	%		9.70	%		9.51	%		9.67	%

Basel III-Estimated Tier I common equity ratio
	September 2013			June 2013
Tier I common equity (Basel I)		11,320			10,587
Add: Adjustment related to capital components		88			86

Estimated Tier I common equity under final Basel III rules without AOCI (opt out)^(k)		11,408			10,673
Add: Adjustment related to AOCI		218			149

Estimated Tier I common equity under final Basel III rules with AOCI (non opt out)^(l)		11,626			10,822

Estimated risk-weighted assets under final Basel III rules ^(m)		120,322			117,366

Estimated Tier I common equity ratio under final Basel III rules (opt out) (k) / (m)		9.48	%		9.09	%
Estimated Tier I common equity ratio under final Basel III rules (non opt out) (l) / (m)		9.66	%		9.22	%

(k)(l)

Under the final Basel III rules, non-advanced approach banks are permitted to make a one-time election to opt out of the requirement to include AOCI in Tier I common equity. Other adjustments include mortgage servicing rights and deferred tax assets subject to threshold limitations and deferred tax liabilities related to intangible assets.

(m)

Key differences under Basel III in the calculation of risk-weighted assets compared to Basel I include: (1) Risk weighting for commitments under 1 year; (2) Higher risk weighting for exposures to securitizations, past due loans, foreign banks and certain commercial real estate; (3) Higher risk weighting for mortgage servicing rights and deferred tax assets that are under certain thresholds as a percent of Tier I capital; and (4) Derivatives are differentiated between exchange clearing and over-the-counter and the 50% risk-weight cap is removed.

Fifth Third Bancorp and Subsidiaries

Segment Presentation

$ in millions

(unaudited)


For the three months ended September 30, 2013	Commercial Banking			Branch Banking			Consumer Lending			Investment Advisors			Other/ Eliminations			Total
Net interest income^(a)	$	379		$	374		$	76		$	38		$	31		$	898
Provision for loan and lease losses		(37	)		(52	)		(20	)		—			58			(51	)

Net interest income after provision for loan and lease losses		342			322			56			38			89			847
Total noninterest income		205			217			136			99			64			721
Total noninterest expense		(287	)		(430	)		(168	)		(107	)		33			(959	)

Net income before taxes		260			109			24			30			186			609
Applicable income taxes^(a)		(54	)		(38	)		(9	)		(10	)		(77	)		(188	)

Net income		206			71			15			20			109			421
Net income attributable to noncontrolling interest		—			—			—			—			—			—

Net income attributable to Bancorp		206			71			15			20			109			421
Dividends on preferred stock		—			—			—			—			—			—

Net income available to common shareholders	$	206		$	71		$	15		$	20		$	109		$	421


For the three months ended June 30, 2013	Commercial Banking			Branch Banking			Consumer Lending			Investment Advisors			Other/ Eliminations			Total
Net interest income^(a)	$	366		$	358		$	85		$	35		$	41		$	885
Provision for loan and lease losses		(37	)		(51	)		(22	)		(1	)		47			(64	)

Net interest income after provision for loan and lease losses		329			307			63			34			88			821
Total noninterest income		198			216			250			99			297			1,060
Total noninterest expense		(279	)		(426	)		(208	)		(123	)		1			(1,035	)

Net income before taxes		248			97			105			10			386			846
Applicable income taxes^(a)		(50	)		(35	)		(38	)		(3	)		(129	)		(255	)

Net income		198			62			67			7			257			591
Net income attributable to noncontrolling interest		—			—			—			—			—			—

Net income attributable to Bancorp		198			62			67			7			257			591
Dividends on preferred stock		—			—			—			—			9			9

Net income available to common shareholders	$	198		$	62		$	67		$	7		$	248		$	582


For the three months ended March 31, 2013	Commercial Banking			Branch Banking			Consumer Lending			Investment Advisors			Other/ Eliminations			Total
Net interest income^(a)	$	365		$	347		$	85		$	36		$	60		$	893
Provision for loan and lease losses		(43	)		(58	)		(29	)		(1	)		69			(62	)

Net interest income after provision for loan and lease losses		322			289			56			35			129			831
Total noninterest income		184			205			229			108			17			743
Total noninterest expense		(277	)		(423	)		(177	)		(115	)		14			(978	)

Net income before taxes		229			71			108			28			160			596
Applicable income taxes^(a)		(44	)		(26	)		(38	)		(10	)		(66	)		(184	)

Net income		185			45			70			18			94			412
Net income attributable to noncontrolling interest		—			—			—			—			(10	)		(10	)

Net income attributable to Bancorp		185			45			70			18			104			422
Dividends on preferred stock		—			—			—			—			9			9

Net income available to common shareholders	$	185		$	45		$	70		$	18		$	95		$	413


For the three months ended December 31, 2012	Commercial Banking			Branch Banking			Consumer Lending			Investment Advisors			Other/ Eliminations			Total
Net interest income^(a)	$	386		$	341		$	80		$	31		$	65		$	903
Provision for loan and lease losses		(42	)		(68	)		(36	)		(1	)		71			(76	)

Net interest income after provision for loan and lease losses		344			273			44			30			136			827
Total noninterest income		201			214			263			94			108			880
Total noninterest expense		(277	)		(393	)		(174	)		(105	)		(214	)		(1,163	)

Net income before taxes		268			94			133			19			30			544
Applicable income taxes^(a)		(59	)		(33	)		(47	)		(6	)		(3	)		(148	)

Net income		209			61			86			13			27			396
Net income attributable to noncontrolling interest		—			—			—			—			(3	)		(3	)

Net income attributable to Bancorp		209			61			86			13			30			399
Dividends on preferred stock		—			—			—			—			9			9

Net income available to common shareholders	$	209		$	61		$	86		$	13		$	21		$	390


For the three months ended September 30, 2012	Commercial Banking			Branch Banking			Consumer Lending			Investment Advisors			Other/ Eliminations			Total
Net interest income^(a)	$	358		$	344		$	77		$	30		$	98		$	907
Provision for loan and lease losses		(45	)		(71	)		(38	)		(3	)		92			(65	)

Net interest income after provision for loan and lease losses		313			273			39			27			190			842
Total noninterest income		183			203			212			107			(34	)		671
Total noninterest expense		(271	)		(405	)		(167	)		(109	)		(54	)		(1,006	)

Net income before taxes		225			71			84			25			102			507
Applicable income taxes^(a)		(43	)		(25	)		(30	)		(9	)		(36	)		(143	)

Net income		182			46			54			16			66			364
Net income attributable to noncontrolling interest		—			—			—			—			1			1

Net income attributable to Bancorp		182			46			54			16			65			363
Dividends on preferred stock		—			—			—			—			9			9

Net income available to common shareholders	$	182		$	46		$	54		$	16		$	56		$	354

(a)

Includes taxable equivalent adjustments of $5 million for the three months ended September 30, 2013, $5 million for the three months ended June 30, 2013, $5 million for the three months ended March 31, 2013, $4 million for the three months ended December 31, 2012 and $4 million for the three months ended September 30, 2012.