Fifth Third Bank

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Fifth Third Bancorp Reports Fourth Quarter 2008 Results
    CINCINNATI, Jan. 22 /PRNewswire-FirstCall/ --

    -- Net loss of $2.2 billion ($3.82 per diluted common share) driven
       primarily by goodwill impairment, credit actions, higher credit costs
       and market valuation adjustments

       -- Non-cash goodwill impairment charge of $965 million; no negative
          effect on regulatory, other capital ratios

       -- Securities other-than-temporary impairment (OTTI) of $0.05 per
          share; estimated non-cash BOLI charge of $0.06 per share; changes in
          loss estimates related to an indemnification obligation with Visa of
          $0.01 per share (all per share figures after-tax)

       -- Losses on loans sold or transferred to held-for-sale of $800 million
          pre-tax; provision for loan losses $729 million in excess of loan
          losses

    -- Reported net interest income up 14 percent versus the fourth quarter
       2007; up 4 percent excluding First Charter loan discount accretion

       -- Average core deposits up 2 percent, average total deposits up 8
          percent

    -- Noninterest income increased 26 percent from the fourth quarter 2007,
       or 4 percent excluding BOLI charges and OTTI charges

       -- Payments processing revenue up 3 percent

       -- Deposit service revenue up 2 percent

       -- Corporate banking revenue growth of 14 percent

    -- Completed the sale of approximately $3.4 billion in preferred shares to
       U.S. Department of the Treasury under the Capital Purchase Program

       -- Tier 1 capital ratio of 10.59 percent (target range 8-9 percent)

       -- Total capital ratio of 14.79 percent (target range 11.5-12.5
          percent)

       -- Tangible equity ratio of 7.86 percent (target range 6-7 percent)

    -- Allowance to loan ratio increased to 3.31 percent, allowance to
       nonperforming loans ratio of 123 percent



    Earnings Highlights

                                          For the Three Months Ended

                                 December  September  June    March   December
                                   2008      2008     2008     2008     2007
    Net income (loss) (in
     millions)                   ($2,142)    ($56)   ($202)    $286      $16
    Net income (loss) available
     to common shareholders      ($2,184)    ($81)   ($202)    $286      $16

    Common Share Data
    Earnings per share, basic      (3.82)   (0.14)   (0.37)    0.54     0.03
    Earnings per share, diluted    (3.82)   (0.14)   (0.37)    0.54     0.03
    Cash dividends per common
     share                          0.01     0.15     0.15     0.44     0.44

    Financial Ratios
    Return on average assets      (7.16%)   (.19%)   (.72%)   1.03%    0.06%
    Return on average equity       (94.6)    (3.3)    (8.5)    12.3      0.7
    Tier I capital                 10.59     8.57     8.51     7.72     7.72
    Net interest margin (a)         3.46     4.24     3.04     3.41     3.29
    Efficiency (a)                 131.3     54.2     58.6     42.3     72.6

    Common shares outstanding
     (in thousands)              577,387  577,487  577,530  532,106  532,672
    Average common shares
     outstanding
     (in thousands):
       Basic                     571,809  571,705  540,030  528,498  529,120
       Diluted                   571,809  571,705  540,030  530,372  530,939



                                                        % Change

                                                    Seq         Yr/Yr
    Net income (loss) (in millions)                  NM          NM
    Net income (loss) available to
     common shareholders                             NM          NM

    Common Share Data
    Earnings per share, basic                        NM          NM
    Earnings per share, diluted                      NM          NM
    Cash dividends per common share                 (93%)       (98%)

    Financial Ratios
    Return on average assets                         NM          NM
    Return on average equity                         NM          NM
    Tier I capital                                   24%         37%
    Net interest margin (a)                         (18%)         5%
    Efficiency (a)                                  142%         81%

    Common shares outstanding (in thousands)          -           8%
    Average common shares outstanding
     (in thousands):
       Basic                                          -           8%
       Diluted                                        -           8%


    (a) Presented on a fully taxable equivalent basis
    NM: not meaningful

Fifth Third Bancorp (Nasdaq: FITB) today reported a full year 2008 net loss of $2.2 billion, or $3.94 per diluted share, compared with net income of $1.1 billion, or $1.99 per diluted share in 2007. Reported fourth quarter 2008 earnings were a net loss of $2.2 billion, or $3.82 per diluted share, compared with a net loss of $81 million, or $0.14 per diluted share, in the third quarter of 2008 and net income of $16 million, or $0.03 per diluted share, in the fourth quarter of 2007.

Fourth quarter results included a non-cash charge of $965 million pre-tax, or $1.64 per share after-tax, to record the impairment of goodwill. This write-down resulted from goodwill impairment testing that was performed at the end of the fourth quarter due to the decline in the stock price during the quarter, and the resulting difference between market capitalization and book value of the Bancorp. The results of the goodwill impairment testing showed that the estimated fair values of certain of the Bancorp's reporting units were less than their book values, resulting in this charge.

Fourth quarter results also included the effect of actions taken to address areas of the loan portfolio exhibiting the most significant credit deterioration. During the fourth quarter, the Bank sold or transferred to held-for-sale loans with contractual balances of $1.6 billion and a carrying value of approximately $1.3 billion at the end of the third quarter. Approximately 90 percent of these loans were commercial real estate secured loans in Florida and Michigan. Loans sold had contractual balances of $240 million, carrying values (net of prior charge-offs) at the end of the third quarter of $177 million, on which we recorded fourth quarter net charge-offs of $120 million. Loans transferred to held-for-sale had contractual balances of $1.4 billion and carrying values of $1.2 billion at the end of the third quarter. Net charge-offs of $680 million were recorded in the fourth quarter on these loans as they were written down to bids received or collateral liquidation values. Overall, net charge-offs on loans either sold or transferred to held-for-sale during the fourth quarter totaled $800 million, which reflected a reduction in the value of loans sold or transferred to approximately 33 cents of their contractual balances. Fifth Third also significantly increased its reserve for loan and lease losses to $2.8 billion, resulting in an allowance to loan and lease ratio of 3.31 percent, up from 2.41 percent in the third quarter, and an allowance to nonperforming loans ratio of 123 percent, up from 79 percent in the third quarter.

Reported results for the fourth quarter also included $40 million pre-tax, or $0.05 per share after-tax, in other-than-temporary impairment (OTTI) charges on securities, a non-cash estimated charge of $34 million pre-tax, or $0.06 per share after-tax, to lower the current cash surrender value of one of our BOLI policies, and an estimated $8 million pre-tax, or $0.01 per share after-tax, due to changes on loss estimates related to the Bancorp's indemnification obligation with Visa.

During the quarter, Fifth Third Bancorp sold $3.4 billion in preferred shares to the U.S. Department of the Treasury under its Capital Purchase Program, which represented approximately 3.0% of September 30, 2008 risk- weighted assets. This investment was the primary cause of the increase in our tangible equity ratio to 7.86 percent, our Tier 1 capital ratio to 10.59 percent, and our total capital ratio to 14.79 percent. In order to meet the standard terms of the Capital Purchase Program, Fifth Third repurchased its Series D and Series E preferred stock for aggregate consideration in cash of $28 million. The purchase was accounted for as a retirement of the $9 million par value of Series D and Series E preferred stock and the remaining $19 million was paid as an extraordinary dividend to the holders of those preferred stock issues. Overall, this action represented a charge of $0.05 per diluted share.

"Economic conditions have deteriorated across our footprint and have placed both our consumer and commercial loan portfolios under significant stress, as evident in our bottom line results for the year," said Kevin T. Kabat, Chairman, President and CEO of Fifth Third Bancorp. "The resultant decline in our stock price during the quarter, and the evaluation of goodwill, led to our recording of goodwill impairment of $940 million after-tax during the quarter. This is a non-cash charge and it doesn't negatively affect our cash flow or our capital ratios."

Our underlying business results continue to be solid. We produced growth in both consumer and commercial deposit accounts of 4%, excluding acquisitions. Our Everyday Great Rates strategy helped us expand our customer base despite the extremely aggressive deposit competition we saw in 2008. Additionally, corporate banking fees were $444 million for the full year, up 21% in 2008, and electronic payments processing revenue and service charges on deposits were both up 11%.

Since the beginning of the current credit cycle in the second half of 2007, we have been aggressively addressing our loan portfolio exposure to the geographies and industries most affected by this credit downturn. Actions we've taken include suspending originations of residential homebuilder and developer loans and commercial non-owner occupied real estate loans, discontinuing all brokered home equity products, and implementing more stringent underwriting standards. We have significantly increased our reserves by over $1.9 billion over the course of 2008, including over $700 million in the fourth quarter.

During the fourth quarter, we took actions that resulted in the recording of significant losses. We sold or transferred to held-for-sale of $1.3 billion of commercial loans, based on the combined carrying value of these loans at the end of the third quarter. These steps were intended to further reduce the risk of our most problematic loan portfolios, primarily residential homebuilder and commercial non-owner occupied real estate loans in Michigan and Florida. During the quarter, $800 million in losses were recorded on these loans sold or transferred to held-for-sale. We also continued to be very aggressive in dealing with problematic loans in our consumer portfolio, modifying a total of $218 million loans during the quarter. Modifying these loans is beneficial not only to our shareholders but is also consistent with the needs of our customers, and result in a greater likelihood of payment and more value ultimately received by Fifth Third. As of year-end, we had $574 million in restructured customer loans on our books. We understand that these actions significantly impacted our bottom line results, but we believe the actions taken in 2008 to mitigates risks and fortify the balance sheet will benefit our shareholders and customers in 2009 as this credit cycle progresses.

During 2008, we raised a combined $4.5 billion in preferred equity, including $3.4 billion under the U.S. Treasury's Capital Purchase Program, and increased our reserve for loan and lease losses by $1.9 billion from the prior year's level, bolstering the strength of our balance sheet. The investment by the Treasury was made on December 31, 2008. This additional capital increases our capacity to provide credit to businesses and consumers in our markets in coming periods and to further assist struggling borrowers as we work together to manage through this difficult environment."



    Income Statement Highlights

                                For the Three Months Ended        % Change

                             Dec.    Sept.   June   March  Dec.
                             2008    2008    2008   2008   2007    Seq  Yr/Yr
    Condensed Statements
     of Income ($ in
      millions)
    Net interest income
     (taxable equivalent)    $897  $1,068    $744   $826   $785   (16%)  14%
    Provision for loan and
     lease losses           2,356     941     719    544    284   151%  729%
    Total noninterest
     income                   642     717     722    864    509   (11%)  26%
    Total noninterest
     expense                2,022     967     858    715    940   109%  115%
    Income (loss) before
     income taxes (taxable
     equivalent)           (2,839)   (123)   (111)   431     70    NM    NM

    Taxable equivalent
     adjustment                 5       5       6      6      6       - (17%)
    Applicable income
     taxes                   (702)    (72)     85    139     48    NM    NM
    Net income (loss)      (2,142)    (56)   (202)   286     16    NM    NM
    Dividends on preferred
     stock                     42      25      -      -      -     68%   NM
    Net income (loss)
     available to common
     shareholders          (2,184)    (81)   (202)   286     16    NM    NM
    Earnings per share,
     diluted               ($3.82) ($0.14) ($0.37) $0.54  $0.03    NM    NM

    NM: not meaningful



    Net Interest Income

                                         For the Three Months Ended

                                 December September  June     March  December
                                  2008      2008     2008     2008     2007
    Interest Income ($ in
     millions)
    Total interest income
     (taxable equivalent)         $1,411   $1,553   $1,213   $1,453   $1,556
    Total interest expense           514      485      469      627      771
    Net interest income (taxable
     equivalent)                    $897   $1,068     $744     $826     $785

    Average Yield
    Yield on interest-earning
     assets                        5.44%    6.16%    4.95%    5.99%    6.52%
    Yield on interest-bearing
     liabilities                   2.28%    2.25%    2.23%    2.99%    3.78%
       Net interest rate spread
        (taxable equivalent)       3.16%    3.91%    2.72%    3.00%    2.74%
       Net interest margin
        (taxable equivalent)       3.46%    4.24%    3.04%    3.41%    3.29%

    Average Balances ($ in
     millions)
    Loans and leases, including
     held for sale               $87,426  $85,772  $85,212  $84,912  $82,172
    Total securities and other
     short-term investments       15,683   14,515   13,363   12,597   12,506
    Total interest-bearing
     liabilities                  89,440   85,990   84,417   84,353   80,977
    Shareholders' equity          10,291   10,843    9,629    9,379    9,446



                                                            % Change

                                                      Seq              Yr/Yr
    Interest Income ($ in millions)
    Total interest income (taxable equivalent)        (9%)              (9%)
    Total interest expense                             6%              (33%)
    Net interest income (taxable equivalent)         (16%)              14%

    Average Yield
    Yield on interest-earning assets                 (12%)             (17%)
    Yield on interest-bearing liabilities              1%              (40%)
       Net interest rate spread (taxable
        equivalent)                                  (19%)              15%
       Net interest margin (taxable
        equivalent)                                  (18%)               5%

    Average Balances ($ in millions)
    Loans and leases, including held for sale          2%                6%
    Total securities and other short-
     term investments                                  8%               25%
    Total interest-bearing liabilities                 4%               10%
    Shareholders' equity                              (5%)               9%

Net interest income of $897 million on a taxable equivalent basis declined $171 million from the third quarter of 2008, largely driven by a $134 million reduction in loan discount accretion related to the second quarter 2008 acquisition of First Charter Corporation ("First Charter"). Excluding the benefit of the loan discount accretion of $81 million in the fourth quarter and $215 million in the third quarter, net interest income declined $37 million, or 4 percent, from the third quarter 2008. This sequential decline was driven by a number of factors, which included the effect of loan interest reversals and higher nonperforming loan balances, a change in the mix of deposits to higher priced CDs and savings products as a result of a highly competitive deposit pricing environment, and the effect of lower market interest rates on deposit spreads. In a low rate environment, asset yields decline but it is difficult to reduce rates paid on lower yielding deposit accounts to the same extent. These negative effects were partially offset by wider loan spreads and the addition of assets related to certain off-balance sheet programs.

The reported net interest margin was 3.46 percent, down 78 bps from 4.24 percent in the third quarter of 2008. The decrease was primarily due to a 54 bps reduction in the impact of purchase accounting adjustments for First Charter loan discount accretion, which contributed 31 bps to the fourth quarter margin versus 85 bps of benefit to the third quarter margin. Excluding this impact, the net interest margin would have been 3.15 percent, a decline of 24 bps from the previous quarter. This decline was driven by the change in mix of deposits, deposit costs declining less than asset yields, higher interest reversals, and the addition of assets due to customer use of contingent liquidity facilities related to certain off-balance sheet programs. These items were partially offset by wider loans spreads.

Compared with the fourth quarter of 2007, net interest income increased $112 million and the net interest margin increased 17 bps from 3.29 percent, both primarily due to the impact of loan discount accretion from the First Charter acquisition. Excluding this effect, net interest income increased by $31 million, or 4 percent, from the same period in 2007, and the net interest margin declined 14 bps.



    Average Loans

                                          For the Three Months Ended

                                 December September   June    March  December
                                   2008     2008      2008    2008     2007
    Average Portfolio Loans and
     Leases ($ in millions)
    Commercial:
       Commercial loans          $30,227  $28,284  $28,299  $25,367  $23,650
       Commercial mortgage        13,189   13,257   12,590   12,016   11,497
       Commercial construction     5,990    6,110    5,700    5,577    5,544
       Commercial leases           3,610    3,641    3,747    3,723    3,692
    Subtotal - commercial loans
     and leases                   53,016   51,292   50,336   46,683   44,383
    Consumer:
       Residential mortgage
        loans                      9,335    9,681    9,922   10,395    9,943
       Home equity                12,677   12,534   12,012   11,846   11,843
       Automobile loans            8,428    8,303    8,439    9,278    9,445
       Credit card                 1,748    1,720    1,703    1,660    1,461
       Other consumer loans and
        leases                     1,165    1,165    1,125    1,083    1,099
    Subtotal - consumer loans
     and leases                   33,353   33,403   33,201   34,262   33,791
    Total average loans and
     leases (excluding held for
     sale)                       $86,369  $84,695  $83,537  $80,945  $78,174

    Average loans held for sale    1,057    1,077    1,676    3,967    3,998



                                                            % Change

                                                      Seq              Yr/Yr
    Average Portfolio Loans and Leases
     ($ in millions)
    Commercial:
       Commercial loans                                7%               28%
       Commercial mortgage                            (1%)              15%
       Commercial construction                        (2%)               8%
       Commercial leases                              (1%)              (2%)
    Subtotal - commercial loans and leases             3%               19%
    Consumer:
       Residential mortgage loans                     (4%)              (6%)
       Home equity                                     1%                7%
       Automobile loans                                2%              (11%)
       Credit card                                     2%               20%
       Other consumer loans and leases                   -               6%
    Subtotal - consumer loans and leases                 -              (1%)
    Total average loans and leases
     (excluding held for sale)                         2%               10%

    Average loans held for sale                       (2%)             (74%)


Average portfolio loan and lease balances increased 2 percent sequentially and were up 10 percent from the fourth quarter of 2007. Acquisitions had no impact on sequential growth and accounted for 3 percent of average loan growth on a year-over-year basis.

Average commercial loan and lease balances grew 3 percent sequentially and 19 percent compared with the previous year. During the fourth quarter, commercial and industrial (C&I) average loans grew by approximately $1.7 billion primarily due to the use of contingent liquidity facilities related to certain off-balance sheet programs. Excluding these items and the impact of acquisitions, commercial loan balances were consistent with third quarter balances and increased 12 percent from the previous year, with year-over-year growth driven by C&I lending, up 19 percent due primarily to strong production during the first and second quarters of 2008. Nearly half of the growth in commercial mortgage balances and all of the growth in commercial construction balances from the same period in 2007 was attributable to acquisitions. During the fourth quarter, $1.3 billion in commercial loans were either sold or transferred to held-for-sale, but there was minimal impact to average loan balances due to the timing of these actions.

    Consumer loan and lease balances were flat sequentially and declined 1
percent from the fourth quarter of 2007. Excluding acquisitions, consumer loan
balances declined 5 percent from the previous year, which included a decline
in auto loans as a result of $2.7 billion in securitizations in the first
quarter of 2008. Sequentially, modest home equity loan growth, a result of
lower pay-downs in the quarter, along with credit card and auto loan growth
was offset by declines in residential mortgage loans. On a year-over-year
basis, growth in home equity and credit card loans was more than offset by a
reduction in residential mortgage and auto loan balances. Excluding
acquisitions, residential mortgage loans declined 14 percent from the previous
year.



    Average Deposits

                                        For the Three Months Ended

                               December September  June     March  December
                                 2008     2008     2008     2008     2007
    Average Deposits ($ in
     millions)
      Demand deposits           $14,602  $14,225  $14,023  $13,208  $13,345
      Interest checking          13,315   13,843   14,396   14,836   14,394
      Savings                    15,960   16,154   16,583   16,075   15,616
      Money market                4,983    6,051    6,592    6,896    6,363
      Foreign office (a)          1,876    2,126    2,169    2,443    2,249
    Subtotal - Transaction
     deposits                     50,736   52,399   53,763   53,458   51,967
      Other time                 13,337   10,780    9,517   10,884   11,011
    Subtotal - Core deposits      64,073   63,179   63,280   64,342   62,978
      Certificates - $100,000
       and over                  12,468   11,623    8,143    5,835    6,613
      Other                       1,473      395    2,948    3,861    2,464
    Total deposits               $78,014  $75,197  $74,371  $74,038  $72,055



                                                            % Change

                                                      Seq             Yr/Yr
    Average Deposits ($ in millions)
       Demand deposits                                 3%                9%
       Interest checking                              (4%)              (7%)
       Savings                                        (1%)               2%
       Money market                                  (18%)             (22%)
       Foreign office (a)                            (12%)             (17%)
    Subtotal - Transaction deposits                   (3%)              (2%)
       Other time                                     24%               21%
    Subtotal - Core deposits                           1%                2%
       Certificates - $100,000 and over                7%               89%
       Other                                         273%              (40%)
    Total deposits                                     4%                8%


   (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 were up 2 percent from the fourth quarter of 2007. Acquisitions had no effect on sequential core deposit growth and a 4 percent positive effect compared with the same quarter last year. Sequential growth in average demand deposit (DDA) and consumer CD balances was partially offset by lower interest checking, savings and money market deposits, and foreign office commercial sweep deposits. On a year-over-year basis, growth in DDA, savings, and consumer CD balances more than offset lower interest checking, money market, and foreign office commercial sweep deposits. Average transaction deposits (excluding consumer time deposits) were down 3 percent from the third quarter and declined 2 percent from a year ago. The decline was driven by lower average balances resulting from weaker economic conditions, as well as the migration of savings balances to higher rate CDs.

Retail average core deposits increased 4 percent both sequentially and from the fourth quarter of 2007. Strong sequential growth in consumer CD balances was partially offset by lower interest checking balances, a result of lower average balances during the quarter. DDA and savings balances were consistent with the previous quarter as lower average balances offset net new account growth. Commercial core deposits decreased 5 percent sequentially and were down 6 percent from the previous year as lower market rates led customers to carry lower balances and to substitute fees for compensating balances in payment for treasury management services. Sequential growth in DDA and interest checking account balances was driven by customers shifting balances into DDA products given the increased FDIC insurance limits, and was more than offset by lower savings and money market account balances. The sequential increase in CDs $100,000 and over was driven by growth in customer jumbo CDs and other time deposits in an overall effort to reduce exposure to market- related funding sources.



    Noninterest Income

                                     For the Three Months Ended    % Change

                                    Dec.  Sept. June March   Dec.
                                    2008  2008  2008  2008  2007   Seq   Yr/Yr
    Noninterest Income ($ in
     millions)
    Electronic payment processing
     revenue                       $230  $235  $235  $213  $223   (2%)   3%
    Service charges on deposits     162   172   159   147   160   (6%)   2%
    Investment advisory revenue      78    90    92    93    94  (13%)  (17%)
    Corporate banking revenue       121   104   111   107   106   16%    14%
    Mortgage banking net revenue    (29)   45    86    97    2    NM     NM
    Other noninterest income         24   112    49   177  (113) (79%)   NM
    Securities gains (losses), net  (40)  (63)  (10)   27     7  (37%)   NM
    Securities gains, net - non-
     qualifying hedges on mortgage
     servicing rights                96    22    -      3     6  345%  1583%
    Total noninterest income       $642  $717  $722  $864  $509  (11%)   26%


Noninterest income of $642 million decreased $75 million sequentially and increased $133 million from a year ago. Fourth quarter results included a non- cash estimated charge of $34 million to lower the current cash surrender value of one of our BOLI policies. The remaining carrying value on this BOLI policy is $290 million. Fourth quarter results also included securities OTTI charges of $40 million. Third quarter results were impacted by a $76 million gain related to a satisfactory resolution of a court case related to goodwill stemming from a previous acquisition in 1998, a $51 million OTTI charge on Fannie Mae and Freddie Mac preferred stock, and a non-cash BOLI charge of $27 million. Excluding these items, noninterest income of $716 million was consistent with the third quarter, driven primarily by strong corporate banking revenue offset by declines in deposit fees and investment advisory fees. Fourth quarter 2007 results included a $177 million non-cash BOLI charge. Excluding the BOLI charge in both periods and the $40 million in OTTI charges in the fourth quarter of 2008, noninterest income increased by $30 million, or 4 percent from the previous year. Year-over-year growth in noninterest income was driven by stronger mortgage activity, growth in corporate banking, and growth in payments processing revenue.

Electronic payment processing (EPP) revenue of $230 million declined 2 percent sequentially and increased 3 percent from a year ago. Merchant processing revenue was relatively flat sequentially and compared to the previous year, as the benefit of continued account acquisition was offset by a decline in average dollar amount per credit card transaction due to lower consumer spending. Card issuer interchange revenue declined 2 percent sequentially, driven primarily by a decline in the average dollar amount per debit and credit card transaction. Interchange revenue increased 7 percent from the previous year, driven by higher credit card transactions as a result of the Bancorp's credit card growth initiative, partially offset by a lower dollar amount per transaction. Financial institutions revenue decreased 3 percent compared with the previous quarter, relating to lower transaction volume in a weaker economic environment, and grew 4 percent from the fourth quarter of 2007 on higher transaction volumes as card use continues to replace cash at the point of transaction.

Service charges on deposits of $162 million decreased 6 percent sequentially and increased 2 percent compared with the same quarter last year. Retail service charges decreased 12 percent from the third quarter and 7 percent from the fourth quarter of 2007 due to lower checking account transaction volume. Commercial service charges increased 3 percent sequentially and 14 percent compared with last year. This growth primarily reflected an increase in customer accounts and lower market interest rates, as reduced earnings credit rates paid on customer balances have resulted in higher realized net services fees to pay for treasury management services.

Corporate banking revenue of $121 million increased by $17 million, or 16 percent from the previous quarter. Sequential results were driven by strong growth in interest rate derivative revenue, up 50 percent; business lending fees, up 13 percent; institutional sales, up 7 percent; and foreign exchange revenue, up 4 percent. Corporate banking revenue increased by $15 million, or 14 percent on a year-over-year basis. Strong growth in foreign exchange revenue, up 64 percent, business lending fees, up 10 percent, and institutional sales revenue, up 4 percent, more than offset declines in interest rate derivative revenue, down 27 percent.

Investment advisory revenue of $78 million was down 13 percent sequentially and 17 percent from the fourth quarter of 2007. Institutional trust revenue decreased 22 percent from the same period the previous year largely driven by lower asset values. Mutual fund fees were down 21 percent year-over-year, as a shift to lower yielding investments and lower asset values drove declines. Brokerage fees were down 14 percent from the fourth quarter of 2007, reflecting the continued shift in assets from equity products to lower yielding money market funds due to extreme market volatility as well as a decline in transaction-based revenues.

Mortgage banking net revenue was a net loss of $29 million in the fourth quarter of 2008, a decline of $74 million from third quarter results and a $55 million decline from the fourth quarter of 2007. MSR valuation adjustments, including mark-to-market related adjustments on free-standing derivatives, represented a net loss of $96 million in the fourth quarter of 2008, compared with a net loss of $15 million last quarter and a net loss of $6 million a year ago. These losses were fully offset by gains in MSR balance sheet hedges reported in securities gains and losses. Fourth quarter originations were $2.1 billion, up from $2.0 billion the previous quarter, and resulted in fees and the sale of mortgages held for sale of $45 million compared with gains of $43 million during the previous quarter, and $18 million during the same period in 2007. Revenue for the fourth quarter included $3 million of gains on the sale of portfolio loans compared with $8 million in the previous quarter and $1 million in the fourth quarter of 2007. The adoption of FAS 159 for mortgage banking in the first quarter of 2008 contributed $12 million of the year-over- year increase in mortgage banking revenue, with corresponding origination costs recorded in noninterest expense. Net servicing revenue, before mortgage servicing rights (MSR) valuation adjustments, totaled $22 million in the fourth quarter, compared with $17 million last quarter and $14 million a year ago. The mortgage-servicing asset, net of the valuation reserve, was $496 million at quarter end on a servicing portfolio of $40.4 billion.

Net securities gains on non-qualifying hedges on MSRs were $96 million in the fourth quarter of 2008, $22 million in the third quarter and $6 million in the fourth quarter of 2007.

Net losses on investment securities were $40 million in the fourth quarter of 2008 compared with a net loss of $63 million last quarter. The fourth quarter losses were driven by an OTTI charge of $37 million on trust preferred securities. These securities are now carried at $172 million on a combined basis, versus an original par value of $209 million. Results also included an OTTI charge of $3 million on Fannie Mae and Freddie Mac preferred stock, which are now carried at $1 million in aggregate versus original par values of $69 million.

Other noninterest income totaled $24 million in the fourth quarter of 2008 compared with $112 million last quarter and negative $113 million in the fourth quarter of 2007. Fourth quarter results included an estimated non-cash charge of $34 million that lowered the current cash surrender value of one of our BOLI policies, while third quarter 2008 results included the $76 million gain related to a satisfactory resolution of a court related to supervisory goodwill in a case stemming from a prior acquisition in 1998, partially offset by a $27 million non-cash BOLI charge. Fourth quarter 2007 results also included a $177 million BOLI charge. Excluding these items, other noninterest income decreased by $5 million from the previous quarter and $6 million from the previous year. Both the sequential and year-over-year declines were primarily driven by higher write-downs on other real estate owned (OREO) properties.



    Noninterest Expense

                                    For the Three Months Ended     % Change

                                   Dec.   Sept. June March  Dec.
                                   2008   2008  2008  2008  2007  Seq  Yr/Yr
    Noninterest Expense ($ in
     millions)
    Salaries, wages and incentives  $337  $321  $331  $347  $328    5%    3%
    Employee benefits                 61    72    60    85    56  (14%)  10%
    Payment processing expense        70    70    67    66    68    1%    3%
    Net occupancy expense             77    77    73    72    70    1%   11%
    Technology and communications     48    47    49    47    47    3%    3%
    Equipment expense                 35    34    31    31    32    3%    7%
    Other noninterest expense      1,394   346   247    67   339  303%  311%
    Total noninterest expense     $2,022  $967  $858  $715  $940  109%  115%

Noninterest expense of $2.0 billion increased $1.1 billion both sequentially and from a year ago. The significant increase in expenses was primarily driven by the $965 million pre-tax charge to record goodwill impairment in the fourth quarter of 2008. Excluding this charge, noninterest expense of $1.1 billion increased $90 million sequentially and $117 million from a year ago. Fourth quarter results included higher expenses related to the difficult operating environment that included higher provision for unfunded commitments, higher reinsurance reserve accruals to cover losses on proprietary private residential mortgage insurance, and increased reserves for derivative counterparty losses. The combination of these expenses accounted for $91 million of expense increase sequentially and $96 million compared to the previous year. Additionally, fourth quarter 2008 results included an estimated net $8 million charge due to changes on loss estimates related to our indemnification obligation with Visa, while third quarter results included a $45 million charge related to Visa litigation, $36 million related to legal expenses associated with the satisfactory resolution of a goodwill suit related to a 1998 acquisition, and $7 million in seasonally higher pension expense. Fourth quarter 2007 results included a $94 million charge due to Visa litigation and $8 million in acquisition related expenses. On a year-over-year comparison basis, acquisitions added approximately $26 million of additional operating expense, and the impact of the adoption of FAS 159 on the classification of mortgage origination costs has added approximately $12 million. Remaining expense growth on both a sequential and year-over-year basis was attributable to higher volume-related payment processing expense, increased equipment and occupancy expense, and higher loan and lease processing costs as a result of increased collection activities.



    Credit Quality
                                            For the Three Months Ended

                                         Dec.   Sept.  June   March  Dec.
                                         2008   2008   2008   2008   2007
    Total net losses charged off
     ($ in millions)
       Commercial loans                 ($422)  ($85) ($107)  ($36)  ($48)
       Commercial mortgage loans         (465)   (94)   (21)   (33)   (15)
       Commercial construction loans     (539)   (88)   (49)   (72)   (12)
       Commercial leases                   -      -      -      -      -
       Residential mortgage loans         (68)   (77)   (63)   (34)   (18)
       Home equity                        (54)   (55)   (54)   (41)   (32)
       Automobile loans                   (43)   (32)   (26)   (35)   (30)
       Credit card                        (30)   (24)   (21)   (20)   (15)
       Other consumer loans and leases     (6)    (8)    (3)    (5)    (4)
    Total net losses charged off       (1,627)  (463)  (344)  (276)  (174)

    Total losses                       (1,652)  (481)  (365)  (293)  (193)
    Total recoveries                       25     18     21     17     19
    Total net losses charged off      ($1,627) ($463) ($344) ($276) ($174)
    Ratios
    Net losses charged off as a percent
     of average loans and leases
     (excluding held for sale)           7.50%  2.17%  1.66%  1.37%  0.89%
       Commercial                       10.70%  2.07%  1.41%  1.21%  0.66%
       Consumer                          2.40%  2.33%  2.04%  1.58%  1.18%

Net charge-offs totaled $1.6 billion in the fourth quarter. Results included net losses of $800 million on commercial loans that were either sold or transferred to held-for-sale during the quarter and an additional $827 million of losses, or 381 bps, on average portfolio loans and leases. Loss experience overall continues to be primarily associated with commercial residential builder and developer loans and consumer residential real estate loans, and to be disproportionately concentrated in Michigan and Florida. In aggregate, Florida and Michigan represented approximately 66 percent of total losses during the quarter and less than 30 percent of total loans and leases. Losses on commercial and consumer real estate loans in these states represented approximately 56 percent of total fourth quarter net charge-offs. Losses on loans to homebuilders and developers represented $568 million, or 35 percent of total losses, of which $128 million were incurred on loans remaining in the loan portfolio (primarily states outside of Florida and Michigan) and $440 million were on loans sold or transferred to held-for-sale.

Commercial net charge-offs were $1.4 billion in the fourth quarter and represented 88 percent of total losses. During the quarter, the Bank either sold or transferred to held-for-sale commercial loans that had contractual balances of $1.6 billion. At the end of the third quarter, the loans sold or transferred to held-for-sale had balances of $1.3 billion, and net losses on these loans totaled $800 million for the quarter. Of that, $120 million was realized on loans sold and $680 million was recognized on loans transferred to held-for-sale, with $39 million on C&I loans, $389 million on commercial construction loans, and $372 million on commercial mortgage loans. Approximately 49 percent of those losses were on real estate secured loans in Florida, while another 44 percent were on real estate secured loans in Michigan. Loans to residential builder and developers accounted for $440 million, or 55 percent of these total losses, of which $17 million were C&I losses, $233 million were commercial construction losses, and $190 million were commercial mortgage losses. Loans sold during the quarter had customer balances of $240 million and carrying values of $177 million at the end of the third quarter. Loans transferred to held-for-sale during the quarter had customer balances of $1.4 billion and carrying values of $1.2 billion as of the end of the third quarter.

Excluding losses from loans sold or transferred to held-for-sale, commercial net charge-offs on portfolio loans were $626 million or 470 bps. Portfolio C&I losses were $383 million, an increase of $298 million from the previous quarter. Auto dealers accounted for $84 million, or 22 percent, of C&I net charge-offs and included a $26 million customer fraud loss in Illinois. Additionally, $105 million of C&I losses were attributable to loans to companies in real estate related industries and $43 million were attributable to loans to companies in the finance and insurance industry. Commercial mortgage net losses totaled $93 million, a decrease of $1 million from the previous quarter. Michigan and Florida accounted for 47 percent of commercial mortgage losses. Commercial construction net losses were $150 million, and increased $62 million from the previous quarter. Michigan and Florida accounted for 47 percent of commercial construction losses. Net losses on residential builder and developer portfolio loans totaled $128 million and decreased by 24 percent from the third quarter, and were composed of $15 million on C&I loans, $32 million on commercial mortgage loans, and $81 million on commercial construction loans. Originations of homebuilder/developer loans were suspended in 2008 and remaining portfolio balances total $2.5 billion. Commercial portfolio net charge-offs for the quarter were $498 million, or 393 bps, excluding losses on the suspended homebuilder/developer portfolio.

Consumer net charge-offs of $201 million, or 240 bps, were up $5 million from the third quarter of 2008. Net charge-offs in Michigan and Florida represented 49 percent of consumer losses in the fourth quarter, down from 52 percent in the third quarter of 2008. Home equity net charge-offs of $54 million declined $1 million sequentially and continued to be driven by losses on brokered home equity loans, reflecting borrower stress and lower home price valuations. Net losses on brokered home equity loans were $26 million or 49 percent of fourth quarter home equity losses, while brokered home equity loans represented $2.3 billion, or 18 percent, of the total home equity portfolio. Originations of brokered home equity loans were discontinued in 2007. Michigan and Florida represented 45 percent of fourth quarter home equity losses and 29 percent of total home equity loans. Net charge-offs within the residential mortgage portfolio were $68 million, a decrease of $9 million from the previous quarter, with losses in Michigan and Florida representing 80 percent of losses in the fourth quarter. Net charge-offs in the auto portfolio increased by $11 million from the third quarter to $43 million and losses on consumer credit card loans were $30 million, up $6 million from the third quarter, as higher unemployment and weakening economic conditions continue to impact these portfolios. Auto losses were also affected by declining values of repossessed autos at auction.



                                            For the Three Months Ended

                                        Dec.   Sept.   June    March    Dec.
                                       2008    2008    2008    2008    2007
    Allowance for Credit Losses ($ in
     millions)
    Allowance for loan and lease
     losses, beginning                $2,058  $1,580  $1,205    $937    $827
       Total net losses charged off   (1,627)   (463)   (344)   (276)   (174)
       Provision for loan and lease
        losses                         2,356     941     719     544     284
    Allowance for loan and lease
     losses, ending                    2,787   2,058   1,580   1,205     937

    Reserve for unfunded commitments,
     beginning                           132     115     103      95      79
       Provision for unfunded
        commitments                       63      17      10       8      13
       Acquisitions                       -       -        2      -        3
    Reserve for unfunded commitments,
     ending                              195     132     115     103      95

    Components of allowance for
     credit losses:
       Allowance for loan and lease
        losses                         2,787   2,058   1,580   1,205     937
       Reserve for unfunded
        commitments                      195     132     115     103      95
    Total allowance for credit losses $2,982  $2,190  $1,695  $1,308  $1,032
    Allowance for loan and lease
     losses ratio
       As a percent of loans and
        leases                         3.31%   2.41%   1.85%   1.49%   1.17%
       As a percent of nonperforming
        loans and leases (a)            123%     79%     79%     87%    105%
       As a percent of nonperforming
        assets (a)                      111%     73%     72%     76%     88%

    (a) excludes nonaccrual loans and leases in loans held for sale

Provision for loan and lease losses totaled $2.8 billion in the fourth quarter of 2008, exceeding net charge-offs by $729 million. The increase in the allowance for loan and lease losses is reflective of a number of factors including: increased estimated loss factors due to negative trends in nonperforming assets and overall delinquencies; increased loss estimates due to the real estate price deterioration in some of the Bancorp's key lending markets; and significant declines in general economic conditions.

The allowance for loan and lease losses represented 3.31 percent of total loans and leases outstanding as of quarter end, compared with 2.41 percent last quarter, and represented 123 percent of nonperforming loans, up from 79 percent the previous quarter.



                                                  As of
    Nonperforming Assets and       Dec.    Sept.   June    March   Dec.
     Delinquency ($ in millions)   2008    2008    2008    2008    2007
    Nonaccrual loans and leases:
      Commercial loans             $541    $550    $407    $300    $175
      Commercial mortgage           482     724     524     312     243
      Commercial construction       362     636     537     408     249
      Commercial leases              21      23      18      11       5
      Residential mortgage          259     216     142     138      92
      Home equity                    26      27      35      42      45
      Automobile                      5       3       7      13       3
      Other consumer loans and
       leases                         -       -     -       -         1
          Total nonaccrual
           loans and leases      $1,696  $2,179  $1,670  $1,224    $813
    Restructured loans and
     leases                         574     427     318     164      80
          Total nonperforming
           loans and leases      $2,270  $2,606  $1,988  $1,388    $893
    Repossessed personal
     property                        24      24      22      22      21
    Other real estate owned (a)     206     198     190     182     150
          Total nonperforming
           assets (b)            $2,500  $2,828  $2,200  $1,592  $1,064
    Nonaccrual loans held for
     sale                           473       -       -       -       -
          Total nonperforming
           assets including
           loans held for sale   $2,973  $2,828  $2,200  $1,592  $1,064

    Total loans and leases 90
     days past due                 $662    $671    $608    $539    $491
    Nonperforming loans and
     leases as a percent of
     portfolio loans, leases and
     other assets, including
     other real estate owned (b)  2.69%   3.04%   2.32%   1.71%   1.11%
    Nonperforming assets as a
     percent of portfolio loans,
     leases and other assets,
     including other real estate
     owned (b)                    2.96%   3.30%   2.57%   1.96%   1.32%

    a) Excludes government insured advances.
    b) Does not include nonaccrual loans held for sale.

Nonperforming assets (NPAs) at quarter end were $3.0 billion, of which $473 million were classified as held-for-sale and have been charged down or marked to their fair market value. Excluding the held-for-sale portion, NPAs were $2.5 billion, or 2.96 percent of total loans and leases and OREO, down from $2.8 billion, or 3.30 percent, last quarter. This reduction in NPAs was driven by the sale or transfer to held-for-sale of a portion of the Bank's Florida and Michigan real estate secured loan portfolios, partially offset by the effect of continued restructurings of mortgage and home equity loans in the consumer portfolio. Portfolio NPAs at quarter end consisted of $1.7 billion of non-accrual loans, down $483 million from last quarter; $574 million of restructured consumer loans, up $147 million from the previous quarter; and $230 million of other real estate owned (OREO) and repossessed personal property, up $8 million from the third quarter of 2008.

Excluding NPAs in held-for-sale, commercial NPAs of $1.5 billion, or 2.91 percent, declined $515 million, or 26 percent, from the third quarter of 2008. Residential real estate builder and developer NPAs were $366 million in the fourth quarter, down $377 million, or 51 percent, from the previous quarter. Of the residential real estate builder and developer NPAs, $21 million were C&I NPAs, $210 million were commercial construction NPAs, and $135 million were commercial mortgage NPAs. C&I portfolio NPAs of $548 million decreased $9 million, or 2 percent, from the previous quarter. Commercial construction NPAs were $400 million, a decrease of $259 million, or 39 percent, from the third quarter of 2008. Commercial mortgage NPAs were $502 million, a sequential decline of $247 million, or 33 percent. Commercial real estate loans in Michigan and Florida represented 38 percent of our total commercial real estate portfolio in the fourth quarter 2008, compared with 42 percent the previous quarter, and 37 percent of commercial real estate NPAs, compared to 68 percent the previous quarter.

Consumer NPAs of $1.0 billion, or 3.04 percent, increased $186 million, or 22 percent, from the third quarter of 2008, of which $175 million were in residential real estate portfolios. Included in consumer NPAs were $574 million in debt restructurings, of which $218 million represented loans restructured in the fourth quarter of 2008. These debt restructurings assist qualifying borrowers by creating workable payment plans to enable them to remain in their homes. Residential mortgage NPAs increased $126 million to $719 million and home equity NPAs increased $49 million to $243 million. Fourth quarter other real estate owned (OREO) of $206 million included $118 million of total residential mortgage NPAs and $21 million in total home equity NPAs, compared with OREO of $198 million in the third quarter of 2008. Residential real estate loans in Michigan and Florida represented 52 percent of the growth in residential real estate NPAs, 57 percent of total residential real estate NPAs, and 35 percent of total residential real estate loans.

Loans still accruing over 90 days past due were $662 million, down $9 million from the third quarter of 2008. Commercial 90 days past due balances declined 18 percent from the previous quarter, driven by a 30 percent reduction in C&I 90 days past due balances. Consumer 90 days past due balances increased 17 percent from the previous quarter, driven by 14 percent growth in residential real estate, 30 percent growth in auto and 29 percent growth in credit card 90 days past due balances.



    Capital Position

                                             For the Three Months Ended

                                     December September June    March December
                                      2008 (a)  2008    2008    2008    2007
     Capital Position
     Tangible equity                    7.86%   6.19%   6.37%   6.19%   6.14%
     Tangible common equity             4.23%   5.23%   5.40%   6.19%   6.14%
        Regulatory capital ratios:
           Tier I capital              10.59%   8.57%   8.51%   7.72%   7.72%
           Total risk-based capital    14.79%  12.30%  12.15%  11.34%  10.16%
           Tier I leverage             10.27%   8.77%   9.08%   8.28%   8.50%
     Book value                         13.57   16.65   16.75   17.56   17.18
     Tangible book value                 8.74   10.10   10.16   12.66   12.27

     (a) Current period regulatory capital data and ratios are estimated

Regulatory capital ratios and the tangible equity ratio increased significantly during the quarter. The tangible equity ratio increased 167 bps to 7.86 percent, the Tier 1 capital ratio increased 202 bps to 10.59 percent, and the total capital ratio increased 249 bps to 14.79. These ratios were higher in the fourth quarter as the issuance of $3.4 billion of preferred shares to the U.S. Treasury more than offset the effect of losses recognized during the quarter. The goodwill impairment charge of $965 million did not significantly affect our capital ratios as goodwill is excluded from these ratios by definition. The Tier 1 and total capital ratios were also helped by a reduction in risk-weighted assets due to lower off-balance sheet exposures and the increase in the reserve for loan and lease losses.

Fifth Third's tangible equity to tangible assets ratio target is 6 to 7 percent; the Tier 1 capital ratio target is 8 to 9 percent; and the total capital ratio target is 11.5 to 12.5 percent.

Other

During the fourth quarter of 2008, Fifth Third acquired approximately $250 million of deposits from the Federal Deposit Insurance Corporation (FDIC), acting as receiver for Freedom Bank in Bradenton, Florida. The FDIC retained substantially all of Freedom Bank's loan portfolio. This transaction raised Fifth Third's market share in the Bradenton-Sarasota-Venice Metropolitan Statistical Area (MSA) to 4th, according to FDIC data at the time of the acquisition.

During the fourth quarter, Fifth Third reduced its common dividend due to the outlook for a continued negative credit environment. The reduction is expected to conserve approximately $300 million of common equity on a full year basis, relative to the previous dividend level.

Conference Call

Fifth Third will host a conference call to discuss these financial results at 8:30 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, February 5th by dialing 800-642-1687 for domestic access and 706- 645-9291 for international access (passcode 78343257#).

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of December 31, 2008, the Company has $120 billion in assets, operates 18 affiliates with 1,307 full-service Banking Centers, including 92 Bank Mart(R) locations open seven days a week inside select grocery stores and 2,341 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates five main businesses: Commercial Banking, Branch Banking, Consumer Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2008, has $179 billion in assets under care, of which it managed $25 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(R) National Global Select Market under the symbol "FITB."

FORWARD-LOOKING STATEMENTS

This report may contain forward-looking statements about Fifth Third Bancorp within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This report may contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future performance and business of Fifth Third Bancorp including statements preceded by, followed by or that include the words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," "remain" or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "can," "may" or similar expressions. 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 national or in the states in which Fifth Third, does 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) changes and trends in capital markets; (8) competitive pressures among depository institutions increase significantly; (9) effects of critical accounting policies and judgments; (10) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies; (11) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, or the businesses in which Fifth Third, is engaged; (12) ability to maintain favorable ratings from rating agencies; (13) fluctuation of Fifth Third's stock price; (14) ability to attract and retain key personnel; (15) ability to receive dividends from its subsidiaries; (16) potentially dilutive effect of future acquisitions on current shareholders' ownership of Fifth Third; (17) effects of accounting or financial results of one or more acquired entities; (18) difficulties in combining the operations of acquired entities; (19) lower than expected gains related to any potential sale of businesses, (20) loss of income from any potential sale of businesses that could have an adverse effect on Fifth Third's earnings and future growth (21) ability to secure confidential information through the use of computer systems and telecommunications networks; and (22) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity. Additional information concerning factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements is available in the Bancorp's Annual Report on Form 10-K for the year ended December 31, 2007, filed with the United States Securities and Exchange Commission (SEC). Copies of this filing are available at no cost on the SEC's Web site at www.sec.gov or on the Fifth Third's Web site at www.53.com. Fifth Third undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

SOURCE  Fifth Third Bancorp
    -0-                             01/22/2009
    /CONTACT:  Investors, Jeff Richardson, +1-513-534-0983; or Jim Eglseder,
+1-513-534-8424; or Media, Debra DeCourcy, APR, +1-513-534-4153, all for Fifth
Third Bancorp/
    /Web site:  http://www.53.com /
    (FITB)

CO:  Fifth Third Bancorp
ST:  Ohio
IN:  FIN
SU:  ERN CCA

TI-TP
-- CLTH033 --
2477 01/22/2009 06:30 EST http://www.prnewswire.com