Fifth Third Bancorp Announces First Quarter 2012 Net Income to Common Shareholders of $421 Million or $0.45 Per Share

• 1Q12 net income available to common shareholders of $421 million, or $0.45 per diluted common share, vs. $305 million, or $0.33 per share, in 4Q11 and $88 million, or $0.10 per share in 1Q11
  • Included benefit of $115 million pre-tax (approximately $75 million or $0.08 per share after-tax), from gains associated with Vantiv, Inc’s. initial public offering (IPO), as well as the previously disclosed $36 million estimated pre-tax charge (approximately $23 million after-tax, or $0.02 per share), from Vantiv debt termination-related charges recorded in equity method earnings
  • Also included benefit of $46 million pre-tax (approximately $30 million after-tax, or $0.03 per share), from gains on the higher valuation of the warrant Fifth Third holds in Vantiv
  • 1Q12 return on assets (ROA) of 1.49%; ROA 1.20% excluding above items
  • 1Q12 return on average common equity of 13.1%; return on average tangible common equity* of 16.2%
• Pre-provision net revenue (PPNR)* of $694 million, or $569 million excluding above items
  • Net interest income (FTE) of $903 million, down 2% sequentially; net interest margin 3.61%; average portfolio loans up 2% sequentially driven by 5% growth in C&I loans
  • Noninterest income of $769 million compared with $550 million in prior quarter; increase largely driven by Vantiv IPO and warrant gains and lower charges related to the Visa total return swap. Other drivers included higher mortgage banking, corporate banking, and investment advisory revenue
  • Noninterest expense of $973 million, down 2% sequentially; benefit from certain outstanding disputes for non-income tax related assessments, largely offset by seasonally higher employee benefits expense, additions to litigation reserves, debt termination charges, and severance expense
• Credit trends remain favorable
  • 1Q12 net charge-offs of $220 million (1.08% of loans and leases) vs. 4Q11 NCOs of $239 million and 1Q11 NCOs of $367 million; lowest NCO level since 4Q07; 1Q12 provision expense of $91 million compared with 4Q11 provision of $55 million and 1Q11 provision of $168 million
  • Loan loss allowance declined $129 million sequentially reflecting continued improvement in credit trends; allowance to loan ratio of 2.59%, 127% of nonperforming assets, 157% of nonperforming loans and leases, and 2.4 times 1Q12 annualized net charge-offs
  • Total nonperforming assets (NPAs) of $1.8 billion including loans held-for-sale (HFS) declined $164 million or 8% sequentially; NPAs excluding loans HFS of $1.7 billion declined $143 million or 8%; lowest levels since 1Q08
  • NPA ratio of 2.03% down 20 bps from 4Q11, NPL ratio of 1.64% down 12 bps from 4Q11; gross NPL inflows of $352 million down 11% sequentially
  • Total delinquencies (includes loans 30-89 days past due and over 90 days past due) down 11% sequentially, lowest levels since 3Q05
  • No direct European sovereign exposure; total exposure to European peripheral borrowers less than $0.2 billion; total exposure to European banks less than $0.1 billion**
• Strong capital ratios; exceed fully phased-in Basel III proposed standards
  • Tier 1 common ratio 9.64%*, up 29 bps sequentially (pro forma*** ~10.0% on a fully-phased in Basel III-adjusted basis, estimated among highest of large cap U.S. banks)
  • Tier 1 capital ratio 12.19%, Total capital ratio 16.06%, Leverage ratio 11.31%
  • Tangible common equity ratio* of 9.02% excluding unrealized gains/losses; 9.37% including them
• Book value per share of $14.30; tangible book value per share* of $11.64 up 3% from 4Q11 and 15% from 1Q11

* Non-GAAP measure; See Reg. G reconciliation on page 32 in Exhibit 99.1 of 8-k filing dated 4/19/12

** “European” includes non-Eurozone countries; “European peripheral” includes Greece, Ireland, Italy, Portugal, Spain

*** Current estimate (non-GAAP), subject to final rule-making and clarification by U.S. banking regulators; currently assumes unrealized securities gains are included in common equity for purposes of this calculation

CINCINNATI--(BUSINESS WIRE)--Fifth Third Bancorp (Nasdaq: FITB) today reported first quarter 2012 net income of $430 million, compared with net income of $314 million in the fourth quarter of 2011 and net income of $265 million in the first quarter of 2011. After preferred dividends, first quarter 2012 net income available to common shareholders was $421 million or $0.45 per diluted share, compared with fourth quarter net income of $305 million or $0.33 per diluted share, and net income of $88 million or $0.10 per diluted share in the first quarter of 2011.

As previously announced, first quarter 2012 results included $115 million in pre-tax gains on the initial public offering of Vantiv, Inc., as well as the estimated $36 million of charges recorded in equity method earnings in other noninterest income related to Vantiv’s bank debt refinancing and debt termination charges. First quarter 2012 results also included $46 million in positive valuation adjustments on the Vantiv warrant and put option. In total, these items generated first quarter earnings of $125 million pre-tax, or approximately $81 million after-tax (approximately $0.09 per diluted share).

Additionally, first quarter results included the impact of $23 million in income from an agreement reached on certain outstanding disputes for non-income tax related assessments and a $19 million charge related to the increase in fair value of the liability related to a change in value of the total return swap entered into as part of the 2009 sale of Visa, Inc. Class B shares, as well as investment securities gains of $9 million, additions to litigation reserves of $13 million, debt termination charges of $9 million, and severance expense of $6 million.

Fourth quarter 2011 results included $10 million in positive valuation adjustments on the Vantiv warrant and put option, a $54 million charge related to the Visa total return swap, additions to litigation reserves of $19 million, and $5 million of investment securities gains. First quarter 2011 results included $2 million in negative valuation adjustments on the Vantiv warrant and put option, a $9 million charge related to the Visa total return swap, and $8 million in investment securities gains.

Earnings Highlights

	For the Three Months Ended					% Change
	March	December	September	June	March
	2012	2011	2011	2011	2011	Seq	Yr/Yr
Earnings ($ in millions)
Net income attributable to Bancorp	$430	$314	$381	$337	$265	37%	62%
Net income available to common shareholders	$421	$305	$373	$328	$88	38%	377%
Common Share Data
Earnings per share, basic	0.46	0.33	0.41	0.36	0.10	39%	360%
Earnings per share, diluted	0.45	0.33	0.40	0.35	0.10	36%	350%
Cash dividends per common share	0.08	0.08	0.08	0.06	0.06	-	33%
Financial Ratios
Return on average assets	1.49%	1.08%	1.34%	1.22%	0.97%	38%	54%
Return on average common equity	13.1	9.5	11.9	11.0	3.1	38%	323%
Return on average tangible common equity	16.2	11.9	14.9	14.0	4.2	36%	286%
Tier I capital	12.19	11.91	11.96	11.93	12.20	2%	-
Tier I common equity	9.64	9.35	9.33	9.20	8.99	3%	7%
Net interest margin (a)	3.61	3.67	3.65	3.62	3.71	(2%)	(3%)
Efficiency (a)	58.3	67.5	60.4	59.1	62.5	(14%)	(7%)
Common shares outstanding (in thousands)	920,056	919,804	919,779	919,818	918,728	-	-
Average common shares outstanding (in thousands):
Basic	915,226	914,997	914,947	914,601	880,830	-	4%
Diluted	957,416	956,349	955,490	955,478	894,841	-	7%

(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 not the rounded dollar amounts.

“It was a strong earnings quarter for Fifth Third and we’re pleased with our results,” said Kevin Kabat, President and CEO of Fifth Third Bancorp. “That was the case with or without the earnings benefit from Vantiv. We continue to see solid growth in commercial lending volumes and fee income results were particularly strong in the mortgage banking, corporate banking, and investment advisory businesses.

“The successful Vantiv IPO marks a new stage of development for this business. When we initially sold an interest in Vantiv in mid-2009, we anticipated that this moment would arrive. Since that time, through a lot of hard work, this business was established as an independent entity and it reported revenue of $1.6 billion for the year ended 2011. Fifth Third continues to hold a 39% economic interest in the firm, whose stock was valued at $4.2 billion at the end of the first quarter. As previously announced, we intend to repurchase common shares in the amount of the after-tax IPO gains of approximately $75 million.

“Additionally, a couple of weeks ago we announced the sale of various Fifth Third retail stock and bond and money market funds. While these operations are small relative to Fifth Third as a whole, the transactions will allow us to better focus on our client advisory and distribution capabilities.

“It was a good start to 2012. We feel good about our momentum and positioning in this environment, and will continue to execute our strategic plans to make this a great year for the company.”

Income Statement Highlights

	For the Three Months Ended					% Change
	March	December	September	June	March
	2012	2011	2011	2011	2011	Seq		Yr/Yr
Condensed Statements of Income ($ in millions)
Net interest income (taxable equivalent)	$903	$920	$902	$869	$884	(2	%)	2	%
Provision for loan and lease losses	91	55	87	113	168	64	%	(46	%)
Total noninterest income	769	550	665	656	584	40	%	32	%
Total noninterest expense	973	993	946	901	918	(2	%)	6	%
Income before income taxes (taxable equivalent)	608	422	534	511	382	44	%	59	%
Taxable equivalent adjustment	5	4	4	5	5	25	%	-
Applicable income taxes	173	104	149	169	112	66	%	54	%
Net income	430	314	381	337	265	37	%	62	%
Less: Net income attributable to noncontrolling interest	-	-	-	-	-	-		-
Net income attributable to Bancorp	430	314	381	337	265	37	%	62	%
Dividends on preferred stock	9	9	8	9	177	-		(95	%)
Net income available to common shareholders	421	305	373	328	88	38	%	377	%
Earnings per share, diluted	$0.45	$0.33	$0.40	$0.35	$0.10	36	%	351	%

Net Interest Income

	For the Three Months Ended										% Change
	March		December		September		June		March
	2012		2011		2011		2011		2011		Seq		Yr/Yr
Interest Income ($ in millions)
Total interest income (taxable equivalent)	$1,045		$1,061		$1,059		$1,050		$1,065		(2	%)	(2	%)
Total interest expense	142		141		157		181		181		1	%	(22	%)
Net interest income (taxable equivalent)	$903		$920		$902		$869		$884		(2	%)	2	%
Average Yield
Yield on interest-earning assets (taxable equivalent)	4.18	%	4.23	%	4.28	%	4.37	%	4.47	%	(1	%)	(6	%)
Yield on interest-bearing liabilities	0.79	%	0.79	%	0.86	%	1.00	%	1.02	%	-		(23	%)
Net interest rate spread (taxable equivalent)	3.39	%	3.44	%	3.42	%	3.37	%	3.45	%	(1	%)	(2	%)
Net interest margin (taxable equivalent)	3.61	%	3.67	%	3.65	%	3.62	%	3.71	%	(2	%)	(3	%)
Average Balances ($ in millions)
Loans and leases, including held for sale	$83,757		$82,278		$80,013		$79,153		$79,379		2	%	6	%
Total securities and other short-term investments	16,735		17,243		18,142		17,192		17,290		(3	%)	(3	%)
Total interest-earning assets	100,492		99,521		98,155		96,345		96,669		1	%	4	%
Total interest-bearing liabilities	72,219		71,467		72,473		72,503		72,372		1	%	-
Bancorp shareholders' equity	13,366		13,147		12,841		12,365		13,052		2	%	3	%

Net interest income of $903 million on a fully taxable equivalent basis declined $17 million from the fourth quarter of 2011, with a $16 million decrease in interest income and $1 million increase in interest expense. The decline in interest income was primarily attributable to lower yields on loans given the current interest rate environment partially offset by balance growth in C&I, commercial lease, residential mortgage, and auto loans. Additionally, interest income declined as a result of lower reinvestment rates on securities and higher securities premium amortization expense due to increased prepayments. Interest expense results benefited from the run-off in consumer CDs and their replacement into lower yielding products. This benefit was offset by the impact of hedge ineffectiveness, which increased $5 million in the quarter. Day count also reduced net interest income by $6 million sequentially.

The net interest margin was 3.61 percent, a decrease of 6 bps from 3.67 percent in the previous quarter. The decrease was primarily due to lower loan yields which reduced the margin by 7 bps, lower securities yields reducing margin by 2 bps, and hedge ineffectiveness which reduced the margin by 2 bps. Deposit mix shift and day count each contributed 2 bps to the margin.

Compared with the first quarter of 2011, net interest income increased $19 million, driven by higher average loan balances, run-off in higher-priced CDs, mix shift to lower cost deposit products, and day count, offset by lower asset yields. The net interest margin decreased 10 bps from a year ago.

Securities

Average securities and other short-term investments were $16.7 billion in the first quarter of 2012 compared with $17.2 billion in the previous quarter and $17.3 billion in the first quarter of 2011. The decline was related to lower short-term investment balances reflecting lower cash balances held at the Fed.

Loans

	For the Three Months Ended					% Change
	March	December	September	June	March
	2012	2011	2011	2011	2011	Seq		Yr/Yr
Average Portfolio Loans and Leases ($ in millions)
Commercial:
Commercial and industrial loans	$31,371	$29,891	$28,777	$27,909	$27,331	5	%	15	%
Commercial mortgage	10,007	10,262	10,050	10,394	10,685	(2	%)	(6	%)
Commercial construction	992	1,132	1,752	1,918	2,030	(12	%)	(51	%)
Commercial leases	3,543	3,351	3,300	3,349	3,364	6	%	5	%
Subtotal - commercial loans and leases	45,913	44,636	43,879	43,570	43,410	3	%	6	%
Consumer:
Residential mortgage loans	10,828	10,464	10,006	9,654	9,282	3	%	17	%
Home equity	10,606	10,810	10,985	11,144	11,376	(2	%)	(7	%)
Automobile loans	11,882	11,696	11,445	11,188	11,070	2	%	7	%
Credit card	1,926	1,906	1,864	1,834	1,852	1	%	4	%
Other consumer loans and leases	345	402	441	547	646	(14	%)	(47	%)
Subtotal - consumer loans and leases	35,587	35,278	34,741	34,367	34,226	1	%	4	%
Total average loans and leases (excluding held for sale)	$81,500	$79,914	$78,620	$77,937	$77,636	2	%	5	%
Average loans held for sale	2,257	2,364	1,393	1,216	1,743	(5	%)	29	%

Average loan and lease balances (excluding loans held-for-sale) increased $1.6 billion, or 2 percent, sequentially and increased 5 percent from the first quarter of 2011. Period end balances increased 1 percent sequentially and 6 percent from a year ago.

Average commercial portfolio loan and lease balances were up $1.3 billion sequentially, or 3 percent, and increased $2.5 billion, or 6 percent, from the first quarter of 2011. Average C&I loans increased 5 percent sequentially and 15 percent compared with the first quarter of 2011. Average commercial mortgage and commercial construction loan balances declined by a combined 3 percent sequentially and 13 percent from the same period the previous year, reflecting continued low customer demand and current underwriting standards. Commercial line usage, on an end of period basis, was 32.1 percent of committed lines in the first quarter of 2012 compared with 31.8 percent in the fourth quarter of 2011 and 33.3 percent in the first quarter of 2011.

Average consumer portfolio loan and lease balances were up $309 million sequentially, or 1 percent, and increased $1.4 billion, or 4 percent, from the first quarter of 2011. Average residential mortgage loans increased 3 percent sequentially, reflecting strong originations and refinancing activity during the quarter as rates remained at historically low levels, as well as the continued retention of certain branch originated fixed-rate residential mortgages, primarily with shorter terms, which added $286 million on an end of period basis in the first quarter. Compared with the first quarter of 2011, average residential mortgage loans increased 17 percent and reflected the previously mentioned retention of mortgages. Average auto loans increased 2 percent sequentially and 7 percent year-over-year driven by strong origination volumes. The growth outlined above was partially offset by lower home equity loan balances, which declined 2 percent sequentially and 7 percent year-over-year due to lower demand and production.

Average loans held-for-sale of $2.3 billion decreased $107 million sequentially and increased $514 million compared with the first quarter of 2011. Period end loans held-for-sale declined $1.4 billion from the previous quarter due to high year-end mortgage balances and first quarter deliveries.

Deposits

	For the Three Months Ended					% Change
	March	December	September	June	March
	2012	2011	2011	2011	2011	Seq		Yr/Yr
Average Deposits ($ in millions)
Demand deposits	$26,063	$26,069	$23,677	$22,174	$21,582	-		21	%
Interest checking	22,308	19,263	18,322	18,701	18,539	16	%	20	%
Savings	21,944	21,715	21,747	21,817	21,324	1	%	3	%
Money market	4,543	5,255	5,213	5,009	5,136	(14	%)	(12	%)
Foreign office (a)	2,277	3,325	3,255	3,805	3,580	(32	%)	(36	%)
Subtotal - Transaction deposits	77,135	75,627	72,214	71,506	70,161	2	%	10	%
Other time	4,551	4,960	6,008	6,738	7,363	(8	%)	(38	%)
Subtotal - Core deposits	81,686	80,587	78,222	78,244	77,524	1	%	5	%
Certificates - $100,000 and over	3,178	3,085	3,376	3,955	4,226	3	%	(25	%)
Other	19	16	7	2	1	17	%	NM
Total deposits	$84,883	$83,688	$81,605	$82,201	$81,751	1	%	4	%
(a) Includes commercial customer Eurodollar sweep balances for which the Bancorp pays rates comparable to other commercial deposit accounts.

Average core deposits increased 1 percent sequentially and increased 5 percent from the first quarter of 2011, as transaction deposit growth was partially offset by continued run-off of other time deposits. Average transaction deposits, excluding other time deposits, increased 2 percent from the fourth quarter of 2011 primarily driven by higher interest checking balances, reflecting account migration from foreign office deposits. Year-over-year growth of 10 percent was driven by higher DDA and interest checking, partially offset by lower foreign office and money market account balances reflecting the aforementioned account migration.

Consumer average transaction deposits increased 1 percent sequentially and 7 percent from the first quarter of 2011. Transaction deposit growth for both comparison periods reflected higher DDA, interest checking, and savings balances, which were partially offset by lower money market balances. Consumer CDs included in core deposits declined 8 percent sequentially, driven by customer reluctance to purchase longer CD maturities given the current low rate environment, and declined 38 percent year-over-year, driven by maturities of higher-rate CDs.

Commercial average transaction deposits increased 3 percent sequentially and 14 percent from the previous year. Sequential growth reflected higher inflows to interest checking, including public funds balances, partially offset by lower DDA and foreign office deposits reflecting the previously mentioned account migration into domestic interest-bearing checking products. Year-over-year growth was primarily driven by higher inflows to DDAs and interest checking balances, partially offset by lower foreign office deposits and money market account balances. Average public funds balances were $6.2 billion compared with $5.6 billion in the fourth quarter of 2011 and $5.9 billion in the first quarter of 2011.

Noninterest Income

	For the Three Months Ended						% Change
	March	December		September	June	March
	2012	2011		2011	2011	2011	Seq		Yr/Yr
Noninterest Income ($ in millions)
Service charges on deposits	$129	$136		$134	$126	$124	(5	%)	4	%
Corporate banking revenue	97	82		87	95	86	18	%	13	%
Mortgage banking net revenue	204	156		178	162	102	31	%	100	%
Investment advisory revenue	96	90		92	95	98	7	%	(1	%)
Card and processing revenue	59	60		78	89	80	(2	%)	(27	%)
Other noninterest income	175	24		64	83	81	629	%	116	%
Securities gains, net	9	5		26	6	8	80	%	13	%
Securities gains, net - non-qualifying hedges on mortgage servicing rights	-	(3	)	6	-	5	NM		NM
Total noninterest income	$769	$550		$665	$656	$584	40	%	32	%
NM: Not Meaningful

Noninterest income of $769 million increased $219 million sequentially, or 40 percent, and increased $185 million, or 32 percent, compared with year ago results. The sequential and year-over year increases were driven by the net benefit of Vantiv’s IPO, related debt refinancing, and warrant gains; lower charges on the Visa total return swap; and higher mortgage banking and corporate banking net revenue.

First quarter 2012 noninterest income results included $115 million in gains from Vantiv’s IPO, as well as the estimated $36 million charge recorded in equity method earnings related to Vantiv’s debt refinancing and related termination charges. First quarter 2012 results also included a $46 million positive valuation adjustment on the warrant and put option related to the 2009 sale of a 51 percent interest in our processing business, compared with $10 million in positive valuation adjustments on these instruments in the fourth quarter of 2011 and $2 million in negative valuation adjustments on these instruments in the first quarter of 2011. First quarter 2012 also included a $19 million charge related to the increase in fair value of the liability related to the total return swap entered into as part of the 2009 sale of Visa, Inc. Class B shares; this compares with a $54 million charge in the fourth quarter of 2011 and a $9 million charge in the first quarter of 2011. Excluding these items, as well as investment securities gains in all periods, noninterest income increased approximately $64 million, or 11 percent, from the previous quarter and approximately $66 million, or 11 percent, from the first quarter of 2011 primarily due to higher mortgage banking and corporate banking net revenue.

Service charges on deposits of $129 million decreased 5 percent from the fourth quarter and increased 4 percent compared with the same quarter last year. Retail service charges declined 10 percent sequentially primarily due to seasonally lower overdraft occurrences in the first quarter and declined 1 percent compared with the first quarter of 2011. Commercial service charges decreased 1 percent sequentially and increased 7 percent compared with results a year ago primarily due to increased account growth.

Corporate banking revenue of $97 million increased 18 percent from the fourth quarter of 2011 and increased 13 percent from the same period last year. The sequential and year-over-year increases were primarily driven by higher syndication fees due to increased market and business activity during the first quarter. Higher business lending fees, institutional sales revenue, and lease-related fees also contributed to the sequential and year-over-year growth.

Mortgage banking net revenue was $204 million in the first quarter of 2012, a 31 percent increase from the fourth quarter of 2011 and up 100 percent from the first quarter of 2011. First quarter 2012 originations were $6.4 billion, compared with $7.1 billion in the previous quarter and $3.9 billion in the first quarter of 2011. First quarter 2012 originations resulted in gains of $174 million on mortgages sold reflecting higher gain on sale margins and deliveries of previously originated mortgages. This compares with gains of $152 million during the previous quarter and $62 million during the first quarter of 2011. Mortgage servicing fees this quarter were $61 million, compared with $58 million in both the fourth quarter and the first quarter of 2011. Mortgage banking net revenue is also affected by net servicing asset value 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 $31 million in the first quarter of 2012 (reflecting MSR amortization of $46 million and MSR valuation adjustments of positive $15 million); negative $54 million in the fourth quarter of 2011 (MSR amortization of $47 million and MSR valuation adjustments of negative $7 million); and negative $18 million in the first quarter of 2011 (MSR amortization of $28 million and MSR valuation adjustments of positive $10 million). The mortgage servicing asset, net of the valuation reserve, was $767 million at quarter end on a servicing portfolio of $60 billion.

There were no gains or losses on securities held as non-qualifying hedges for the MSR portfolio in the first quarter of 2012, compared with net losses of $3 million in the fourth quarter of 2011 and net gains of $5 million in the first quarter of 2011.

Investment advisory revenue of $96 million increased 7 percent sequentially and was down 1 percent from the first quarter of 2011. Sequential growth was driven by higher tax-related private client services revenue, which is seasonally strong in the first quarter, as well as securities and brokerage revenue and institutional trust fees. The year-over-year decline was driven by lower mutual fund fees, partially offset by higher private client services revenue, which reflected an overall increase in equity and bond market values.

Card and processing revenue was $59 million in the first quarter of 2012, a decrease of 2 percent sequentially and 27 percent from the first quarter of 2011. The sequential decrease reflected lower transaction volumes compared with seasonally strong fourth quarter volumes. The year-over-year decline was driven by the approximately $30 million impact of the recently enacted debit interchange legislation, partially offset by increased transaction volumes and initial mitigation activity.

Other noninterest income totaled $175 million in the first quarter of 2012, compared with $24 million in the previous quarter and $81 million in the first quarter of 2011. First quarter 2012 results included $115 million in gains related to Vantiv’s IPO. Equity method earnings from our processing business equity interest are included in other income and in the first quarter included the previously mentioned $36 million estimated debt termination charges incurred by Vantiv in refinancing its bank debt facilities. Because Vantiv is now a public company which has not yet reported first quarter earnings, we expect to have additional information related to our equity method earnings results in our quarterly filings on Form 10-Q. In addition, other noninterest income includes changes in income related to the valuation of the total return swap entered into as part of the 2009 sale of Visa, Inc. Class B shares and effects of the valuation of warrant and put option related to the processing business sale. For periods ending March 31, 2012, December 31, 2011, and March 31, 2011, reductions in income related to the Visa, Inc. total return swap were $19 million, $54 million, and $9 million, respectively; and the impact of warrant and put option valuation adjustments of positive $46 million, positive $10 million, and negative $2 million, respectively. Excluding the items detailed above, other noninterest income increased approximately $1 million from the previous quarter and decreased approximately $23 million from the first quarter of 2011.

Net credit-related costs recognized in other noninterest income were $14 million in the first quarter of 2012 versus $33 million last quarter and $3 million in the first quarter of 2011. First quarter 2012 results included $5 million of net gains on sales of commercial loans held-for-sale and $1 million of fair value charges on commercial loans held-for-sale, as well as $17 million of losses on other real estate owned (OREO). Fourth quarter 2011 results included $9 million of net gains on sales of commercial loans held-for-sale and $18 million of fair value charges on commercial loans held-for-sale, as well as $22 million of losses on OREO. First quarter 2011 results included net gains of $17 million on the sale of loans held-for-sale, $16 million of fair value charges on commercial loans held-for-sale, and $2 million of losses on OREO.

Net gains on investment securities were $9 million in the first quarter of 2012, compared with investment securities gains of $5 million in the previous quarter and $8 million in the first quarter of 2011.

Noninterest Expense

	For the Three Months Ended					% Change
	March	December	September	June	March
	2012	2011	2011	2011	2011	Seq		Yr/Yr
Noninterest Expense ($ in millions)
Salaries, wages and incentives	$399	$393	$369	$365	$351	2	%	14	%
Employee benefits	112	84	70	79	97	32	%	15	%
Net occupancy expense	77	79	75	75	77	(2	%)	-
Technology and communications	47	48	48	48	45	(2	%)	4	%
Equipment expense	27	27	28	28	29	(1	%)	(6	%)
Card and processing expense	30	28	34	29	29	5	%	3	%
Other noninterest expense	281	334	322	277	290	(16	%)	(3	%)
Total noninterest expense	$973	$993	$946	$901	$918	(2	%)	6	%

Noninterest expense of $973 million decreased 2 percent from the fourth quarter of 2011 and increased 6 percent from the first quarter of 2011. First quarter 2012 expenses included $23 million of income from an agreement reached on certain outstanding disputes for non-income tax related assessments, $13 million in additions to litigation reserves, $9 million in debt termination charges, and $6 million in severance expense. Fourth quarter 2011 expenses included $14 million in additions to litigation reserves related to bankcard association membership and $5 million in other litigation reserve additions. First quarter 2011 expenses included debt extinguishment gains which reduced other noninterest expense by $3 million. Excluding these items, noninterest expense decreased $6 million, or 1 percent, from the fourth quarter of 2011, despite the inclusion of seasonally high FICA and unemployment costs, and increased $47 million, or 5 percent, compared with the first quarter of 2011. The year-over-year increase was driven by higher compensation costs reflecting strong revenue results in mortgage and corporate banking as well as higher employee benefits expense.

Credit costs related to problem assets recorded as noninterest expense totaled $34 million in the first quarter of 2012, compared with $44 million in the fourth quarter of 2011 and $31 million in the first quarter of 2011. First quarter credit-related expenses included provisioning for mortgage repurchases of $15 million, compared with $18 million in the fourth quarter and $8 million a year ago. (Realized mortgage repurchase losses were $17 million in the first quarter of 2012, compared with $17 million last quarter and $24 million in the first quarter of 2011.) Provision for unfunded commitments was a benefit of $2 million in the current quarter, compared with benefits of $6 million last quarter and $16 million a year ago. Derivative valuation adjustments related to customer credit risk were a positive $4 million this quarter versus positive $5 million last quarter and net zero a year ago. OREO expense was $5 million this quarter, compared with $8 million last quarter and $13 million a year ago. Other problem asset-related expenses were $19 million in the first quarter, compared with $28 million the previous quarter and $26 million in the same period last year primarily driven by lower work-out related expenses.

Credit Quality

	For the Three Months Ended
	March		December		September		June		March
	2012		2011		2011		2011		2011
Total net losses charged off ($ in millions)
Commercial and industrial loans	($54	)	($62	)	($55	)	($76	)	($83	)
Commercial mortgage loans	(30	)	(47	)	(47	)	(47	)	(54	)
Commercial construction loans	(18	)	(4	)	(35	)	(20	)	(26	)
Commercial leases	-		-		1		2		(1	)
Residential mortgage loans	(37	)	(36	)	(36	)	(36	)	(65	)
Home equity	(46	)	(50	)	(53	)	(54	)	(63	)
Automobile loans	(9	)	(13	)	(12	)	(8	)	(20	)
Credit card	(20	)	(21	)	(18	)	(28	)	(31	)
Other consumer loans and leases	(6	)	(6	)	(7	)	(37	)	(24	)
Total net losses charged off	(220	)	(239	)	(262	)	(304	)	(367	)
Total losses	(253	)	(280	)	(294	)	(343	)	(397	)
Total recoveries	33		41		32		39		30
Total net losses charged off	($220	)	($239	)	($262	)	($304	)	($367	)
Ratios (annualized)
Net losses charged off as a percent of average loans and leases (excluding held for sale)	1.08	%	1.19	%	1.32	%	1.56	%	1.92	%
Commercial	0.89	%	1.00	%	1.23	%	1.30	%	1.52	%
Consumer	1.34	%	1.43	%	1.43	%	1.89	%	2.43	%

Net charge-offs were $220 million in the first quarter of 2012, the lowest level since the fourth quarter of 2007, or 108 bps of average loans on an annualized basis. Net charge-offs declined 8 percent from fourth quarter 2011 net charge-offs of $239 million, and declined 40 percent from first quarter 2011 net charge-offs of $367 million.

Commercial net charge-offs were $102 million, or 89 bps, down $11 million versus $113 million, or 100 bps, in the fourth quarter. This was the first quarter since the fourth quarter of 2007 that commercial net charge-offs were below 100 bps. C&I net losses were $54 million compared with net losses of $62 million in the previous quarter. Commercial mortgage net losses totaled $30 million, compared with net losses of $47 in the previous quarter. Commercial construction net losses were $18 million, compared with unusually low net losses of $4 million in the prior quarter. Net losses on residential builder and developer portfolio loans across the C&I and commercial real estate categories totaled $14 million. Originations of homebuilder / developer loans were suspended in 2007 and the remaining portfolio balance is $423 million, down from a peak of $3.3 billion in the second quarter of 2008.

Consumer net charge-offs were $118 million, or 134 bps, down $8 million sequentially. Net charge-offs on residential mortgage loans in the portfolio were $37 million, up $1 million from the previous quarter. Home equity net charge-offs were $46 million, down $4 million from the fourth quarter. Net losses on brokered home equity loans represented 33 percent of first quarter home equity losses; such loans are 14 percent of the total home equity portfolio. The home equity portfolio included $1.5 billion of brokered loans, down from a peak of $2.6 billion in 2007; originations of these loans were discontinued in 2007. Net charge-offs in the auto portfolio of $9 million decreased $4 million from the prior quarter. Net losses on consumer credit card loans were $20 million, down $1 million from the previous quarter. Net charge-offs in other consumer loans were flat sequentially at $6 million.

	For the Three Months Ended
	March		December		September		June		March
	2012		2011		2011		2011		2011
Allowance for Credit Losses ($ in millions)
Allowance for loan and lease losses, beginning	$2,255		$2,439		$2,614		$2,805		$3,004
Total net losses charged off	(220	)	(239	)	(262	)	(304	)	(367	)
Provision for loan and lease losses	91		55		87		113		168
Allowance for loan and lease losses, ending	2,126		2,255		2,439		2,614		2,805
Reserve for unfunded commitments, beginning	181		187		197		211		227
Provision for unfunded commitments	(2	)	(6	)	(10	)	(14	)	(16	)
Reserve for unfunded commitments, ending	179		181		187		197		211
Components of allowance for credit losses:
Allowance for loan and lease losses	2,126		2,255		2,439		2,614		2,805
Reserve for unfunded commitments	179		181		187		197		211
Total allowance for credit losses	$2,305		$2,436		$2,626		$2,811		$3,016
Allowance for loan and lease losses ratio
As a percent of loans and leases	2.59	%	2.78	%	3.08	%	3.35	%	3.62	%
As a percent of nonperforming loans and leases (a)	157	%	157	%	158	%	160	%	170	%
As a percent of nonperforming assets (a)	127	%	124	%	125	%	125	%	132	%

(a) Excludes non accrual loans and leases in loans held for sale

Provision for loan and lease losses totaled $91 million in the first quarter of 2012, up $36 million from the fourth quarter of 2011 and down $77 million from the first quarter of 2011. The allowance for loan and lease losses declined $129 million reflecting continued improvement in credit trends. This allowance represented 2.59 percent of total loans and leases outstanding as of quarter end, compared with 2.78 percent last quarter, and represented 157 percent of nonperforming loans and leases, 127 percent of nonperforming assets, and 240 percent of first quarter annualized net charge-offs.

			As of
	March	December	September	June	March
Nonperforming Assets and Delinquent Loans ($ in millions)	2012	2011	2011	2011	2011
Nonaccrual portfolio loans and leases:
Commercial and industrial loans	$358	$408	$449	$485	$477
Commercial mortgage loans	347	358	353	417	415
Commercial construction loans	118	123	151	147	159
Commercial leases	8	9	13	16	11
Residential mortgage loans	135	134	142	145	140
Home equity	26	25	25	26	24
Automobile loans	1	-	-	1	1
Other consumer loans and leases	1	1	1	3	60
Total nonaccrual loans and leases	$994	$1,058	$1,134	$1,240	$1,287
Restructured loans and leases - commercial (nonaccrual)	157	160	189	188	149
Restructured loans and leases - consumer (nonaccrual)	201	220	215	211	209
Total nonperforming loans and leases	$1,352	$1,438	$1,538	$1,639	$1,645
Repossessed personal property	8	14	17	15	20
Other real estate owned (a)	313	364	389	434	461
Total nonperforming assets (b)	$1,673	$1,816	$1,944	$2,088	$2,126
Nonaccrual loans held for sale	110	131	171	147	184
Restructured loans - commercial (nonaccrual) held for sale	7	7	26	29	32
Total nonperforming assets including loans held for sale	$1,790	$1,954	$2,141	$2,264	$2,342
Restructured Consumer loans and leases (accrual)	$1,624	$1,612	$1,601	$1,593	$1,573
Restructured Commercial loans and leases (accrual)	$481	$390	$349	$266	$243
Total loans and leases 90 days past due	$216	$200	$274	$279	$266
Nonperforming loans and leases as a percent of portfolio loans, leases and other assets, including other real estate owned (b)	1.64%	1.76%	1.93%	2.09%	2.11%
Nonperforming assets as a percent of portfolio loans, leases and other assets, including other real estate owned (b)	2.03%	2.23%	2.44%	2.66%	2.73%
(a) Excludes government insured advances.
(b) Does not include nonaccrual loans held-for-sale.

Total nonperforming assets, including loans held-for-sale, were $1.8 billion, a decline of $164 million, or 8 percent, from the previous quarter. Nonperforming assets held-for-investment (NPAs) were $1.7 billion or 2.03 percent of total loans, leases and OREO, and decreased $143 million, or 8 percent, from the previous quarter. Nonperforming loans held-for-investment (NPLs) at quarter end were $1.4 billion or 1.64 percent of total loans, leases and OREO, and decreased $86 million or 6 percent from the fourth quarter.

Commercial portfolio NPAs were $1.2 billion, or 2.62 percent of commercial loans, leases and OREO, and decreased $114 million, or 9 percent, from the fourth quarter. Commercial portfolio NPLs were $988 million, or 2.12 percent of commercial loans and leases, and decreased $70 million from last quarter. Commercial mortgage portfolio NPAs were $568 million, down $69 million from the prior quarter. Commercial construction portfolio NPAs were $171 million, a decline of $8 million from the previous quarter. Commercial real estate loans in Michigan and Florida represented 42 percent of commercial real estate NPAs and 37 percent of our total commercial real estate portfolio. C&I portfolio NPAs of $474 million decreased $35 million from the previous quarter. Within the overall commercial loan portfolio, residential real estate builder and developer portfolio NPAs of $123 million declined $32 million from the fourth quarter, of which $9 million were commercial construction assets, $38 million were commercial mortgage assets and $76 million were C&I assets. Commercial portfolio NPAs included $157 million of nonaccrual troubled debt restructurings (TDRs), compared with $160 million last quarter.

Consumer portfolio NPAs of $449 million, or 1.26 percent of consumer loans, leases and OREO, decreased $29 million from the fourth quarter. Consumer portfolio NPLs were $363 million, or 1.02 percent of consumer loans and leases, and decreased $16 million from last quarter. Of consumer NPAs, $393 million were in residential real estate portfolios. Residential mortgage NPAs were $331 million, $19 million lower than last quarter, with Florida representing 46 percent of residential mortgage NPAs and 15 percent of total residential mortgage loans. Home equity NPAs of $62 million were down $4 million compared with last quarter. Credit card NPAs decreased $3 million from the previous quarter to $45 million. Consumer nonaccrual TDRs were $201 million in the first quarter of 2012, compared with $220 million in the fourth quarter 2011.

First quarter OREO balances included in portfolio NPA balances described above were $314 million, down $50 million from the fourth quarter, and included $236 million in commercial OREO and $78 million in consumer OREO. Repossessed personal property of $8 million consisted largely of autos.

Loans still accruing over 90 days past due were $216 million, up $16 million, or 8 percent, from the fourth quarter of 2011. Commercial balances 90 days past due of $32 million increased $24 million sequentially from very low levels in the fourth quarter. Consumer balances 90 days past due of $184 million were down $8 million from the previous quarter. Loans 30-89 days past due of $365 million decreased $87 million, or 19 percent, from the previous quarter. Commercial balances 30-89 days past due of $72 million were down $26 million sequentially and consumer balances 30-89 days past due of $293 million decreased $61 million from the fourth quarter.

At quarter-end, we held $117 million of commercial nonaccrual loans for sale, compared with $138 million at the end of the fourth quarter. During the quarter we sold approximately $13 million of non-accrual held-for-sale loans; we transferred approximately $4 million of non-accrual commercial loans from the portfolio to loans held-for-sale, and we transferred approximately $3 million of loans from loans held-for-sale to OREO. We recorded negative valuation adjustments of $1 million on held-for-sale loans and we recorded net gains of $5 million on loans that were sold or settled during the quarter.

Capital Position

	For the Three Months Ended
	March	December	September	June	March
	2012	2011	2011	2011	2011
Capital Position
Average shareholders' equity to average assets	11.49%	11.41%	11.33%	11.12%	11.77%
Tangible equity (a)	9.37%	9.03%	8.98%	9.01%	8.76%
Tangible common equity (excluding unrealized gains/losses) (a)	9.02%	8.68%	8.63%	8.64%	8.39%
Tangible common equity (including unrealized gains/losses) (a)	9.37%	9.04%	9.04%	8.96%	8.60%
Tangible common equity as a percent of risk-weighted assets (excluding unrealized gains/losses) (a) (b)	9.80%	9.41%	9.39%	9.28%	9.09%
Regulatory capital ratios: (c)
Tier I capital	12.19%	11.91%	11.96%	11.93%	12.20%
Total risk-based capital	16.06%	16.09%	16.25%	16.03%	16.27%
Tier I leverage	11.31%	11.10%	11.08%	11.03%	11.21%
Tier I common equity (a)	9.64%	9.35%	9.33%	9.20%	8.99%
Book value per share	14.30	13.92	13.73	13.23	12.80
Tangible book value per share (a)	11.64	11.25	11.05	10.55	10.11

(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 were very strong during the quarter and reflected growth in retained earnings. Compared with the prior quarter, the Tier 1 common equity ratio* increased 29 bps to 9.64 percent. The tangible common equity to tangible assets ratio* was 9.02 percent (excluding unrealized gains/losses) and 9.37 percent (including unrealized gains/losses). The Tier 1 capital ratio increased 28 bps to 12.19 percent. The Total capital ratio decreased 3 bps to 16.06 percent and the Leverage ratio increased 21 bps to 11.31 percent.

Book value per share at March 31, 2011 was $14.30 and tangible book value per share* was $11.64, compared with December 31, 2011 book value per share of $13.92 and tangible book value per share of $11.25.

The Basel Committee has proposed new capital rules for Internationally Active banks, known as “Basel III.” Fifth Third is subject to U.S. bank regulations for capital, which have not yet been issued in response to the Basel proposals. Fifth Third’s capital levels exceed current U.S. “well-capitalized” standards and proposed Basel III capital standards, and we expect Fifth Third’s capital levels to continue to exceed U.S. “well-capitalized” standards including the adoption of U.S. rules that incorporate changes contemplated under Basel III and/or the Dodd-Frank Act.

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 legislation, changes in U.S. bank capital regulations that reflect international capital rules developments, regulatory expectations, and our goals for capital levels and capital composition as appropriate given any changes in rules.

Fifth Third’s Tier 1 and Total capital levels at March 31, 2012 included $2.2 billion of TruPS, or 2.1 percent of risk weighted assets. Under the Dodd-Frank financial reform legislation, these TruPS are intended to be phased out of Tier 1 capital over three years beginning in 2013. The Basel Committee also issued proposals that would include a phase-out of these securities, although over a longer period. We will continue to evaluate the role of these types of securities in our capital structure, based on regulatory developments. To the extent these types of securities remain outstanding during and after the phase-in period, they would be expected to continue to be included in Total capital, subject to prevailing U.S. capital standards. The Basel Committee has also proposed adjustments to definitions of capital, including what is to be included in the definition of Tier 1 common, and to risk weightings applied to certain types of assets. We do not currently expect these proposed adjustments, if adopted into U.S. banking regulations, to negatively affect Fifth Third’s Tier 1 common capital levels and for any potentially positive effect to be modest.

Fifth Third is one of 31 large U.S. Bank Holding Companies (BHCs) subject to the Federal Reserve’s (FRB) Capital Plans Rule which was issued November 22, 2011 and is subject to the FRB’s Comprehensive Capital Analysis & Review process for 19 large U.S. BHCs. Under this rule, we are required to submit an annual capital plan to the Federal Reserve, for its objection or non-objection. Fifth Third submitted its capital plan on January 9, 2012, as required. The submitted plan included an evaluation of results under four required macroeconomic scenarios: a baseline and stress scenario determined by the firms, and a baseline and stress scenario provided by the FRB. As required, the plan also included those capital actions Fifth Third intends to pursue or contemplate during the period covered by the FRB’s response, which was for 2012 and the first quarter of 2013. As previously disclosed, our plan for the covered period included the possibility that we would increase our common dividend and would initiate common share repurchases, although any such actions would be based on the FRB’s non-objection, environmental conditions, earnings results, our capital position, and other factors, as well as approval by the Fifth Third Board of Directors, at the time.

On March 13, 2012, the FRB provided a response to Fifth Third that included no objection to Fifth Third’s current common dividend level, plans to repurchase common shares in an amount equal to any after-tax gains on the sale of Vantiv shares, and the potential to redeem $1.4 billion in TruPS, and included an objection to other plans to increase the common dividend and initiate additional common share repurchases. We do not believe that the FRB’s objection was based on our financial condition. In its analysis published on March 13, 2012 of stress scenario results for the 19 CCAR banks, the FRB indicated that Fifth Third’s stressed capital levels would exceed all minimum capital standards, including the assumption that Fifth Third pursued the capital actions it assumed under baseline scenario conditions during and after the covered period subject to Federal Reserve non-objection. We are working with the FRB and currently expect to resubmit our capital plan in late May or early June, using updated macroeconomic scenarios as of March 31, 2012. The Capital Plans Rule provides that the Fed will respond no later than 75 days after re-submission. We would currently expect the resubmitted plan to include capital actions and distributions substantially similar to those included in our original submission, subject to our evaluation of the scenarios and results and Board consideration and approval of the plan.

Other

Following Vantiv, LLC’s initial public offering, Fifth Third Bank owns 84 million shares representing a 39 percent interest in Vantiv Holding, LLC, formerly Fifth Third Processing Solutions, LLC. This interest is recorded on Fifth Third’s balance sheet as an equity method investment with a book value of approximately $600 million. Based upon Vantiv’s closing price of $19.63 on March 30, 2012, our interest in Vantiv was valued at $1.6 billion. The difference between the market value and our book value 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 $157 million. To date, Fifth Third has recognized approximately $1.9 billion in pre-tax gains on the sale of the processing business and the Vantiv IPO.

We expect to repurchase approximately $75 million of common shares in the second quarter of 2012 as a result of our realized gains in Vantiv’s IPO. We expect to enter into an accelerated share repurchase agreement with a counterparty shortly to execute these repurchases.

Conference Call

Fifth Third will host a conference call to discuss these financial results at 9:30 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 or podcast 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, May 3^rd by dialing 800-585-8367 for domestic access and 404-537-3406 for international access (passcode 61834753#).

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of March 31, 2012, the Company had $117 billion in assets and operated 15 affiliates with 1,315 full-service Banking Centers, including 105 Bank Mart® locations open seven days a week inside select grocery stores and 2,404 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 39% interest in Vantiv Holding, LLC, formerly Fifth Third Processing Solutions, LLC. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2012, had $296 billion in assets under care, of which it managed $26 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® National 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 Vantiv, LLC, formerly Fifth Third Processing Solutions from Fifth Third; (21) loss of income from any sale or potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (22) ability to secure confidential information through the use of computer systems and telecommunications networks; and (23) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity.

You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further information on other factors, which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.

* Non-GAAP measure; See Reg. G reconciliation on page 32 in Exhibit 99.1 of 8-k filing dated 4/19/12