Fifth Third Bancorp (FITB) 10-K 26 Feb 10 2009 FY Annual report Financial data

Statement Of Financial Position

Statement Of Financial Position Unclassified - Deposit Based Operations (USD $)
In Millions	Dec. 31, 2009		Dec. 31, 2008
Assets
Cash and due from banks	$2,318		$2,739
Available-for-sale and other securities	18,213	[2]	12,728	[2]
Held-to-maturity securities	355	[4]	360	[4]
Trading securities	355		1,191
Other short-term investments	3,369		3,578
Loans held for sale	2,067	[5]	1,452	[5]
Portfolio loans and leases:
Commercial loans	25,683		29,197
Commercial mortgage loans	11,803		12,502
Commercial construction loans	3,784		5,114
Commercial leases	3,535		3,666
Residential mortgage loans	8,035	[6]	9,385	[6]
Home equity	12,174		12,752
Automobile loans	8,995		8,594
Credit card	1,990		1,811
Other consumer loans and leases	780		1,122
Portfolio loans and leases	76,779		84,143
Allowance for loan and lease losses	(3,749)		(2,787)
Portfolio loans and leases, net	73,030		81,356
Bank premises and equipment	2,400		2,494
Operating lease equipment	499		463
Goodwill	2,417		2,624
Intangible assets	106		168
Servicing rights	700		499
Other assets	7,551		10,112
Total Assets	113,380		119,764
Deposits:
Demand	19,411		15,287
Interest checking	19,935		14,222
Savings	17,898		16,063
Money market	4,431		4,689
Other time	12,466		14,350
Certificates - $100,000 and over	7,700		11,851
Foreign office and other	2,464		2,151
Total deposits	84,305		78,613
Federal funds purchased	182		287
Other short-term borrowings	1,415		9,959
Accrued taxes, interest and expenses	773		2,029
Other liabilities	2,701		3,214
Long-term debt	10,507		13,585
Total Liabilities	99,883		107,687
Shareholders' Equity
Common stock	1,779	[3]	1,295	[3]
Preferred stock	3,609	[1]	4,241	[1]
Capital surplus	1,743	[7]	848	[7]
Retained earnings	6,326		5,824
Accumulated other comprehensive income	241		98
Treasury stock	(201)		(229)
Total Shareholders' Equity	13,497		12,077
Total Liabilities and Shareholders' Equity	$113,380		$119,764
[1]317,680 shares of undesignated no par value preferred stock are authorized of which none had been issued; 5.0% cumulative Series F perpetual preferred stock with a $25,000 liquidation preference: 136,320 issued and outstanding at December 31, 2009 and December 31, 2008; 8.5% non-cumulative Series G convertible (into 2,159.8272 common shares) perpetual preferred stock with a $25,000 liquidation preference: 46,000 authorized, 16,451 and 44,300 issued and outstanding at December 31, 2009 and December 31, 2008, respectively.
[2]Amortized cost of $17,879 and $12,550 at December 31, 2009 and 2008, respectively.
[3]Common shares: Stated value $2.22 per share; authorized 2,000,000,000; outstanding at December 31, 2009 - 795,068,164 (excludes 6,436,024 treasury shares) and December 31, 2008 - 577,386,612 (excludes 6,040,492 treasury shares).
[4]Fair value of $355 and $360 at December 31, 2009 and 2008, respectively.
[5]Includes $1,470 and $881 of residential mortgage loans held for sale measured at fair value at December 31, 2009 and 2008, respectively.
[6]Includes $26 and $7 of residential mortgage loans measured at fair value at December 31, 2009 and 2008, respectively.
[7]Includes ten-year warrants initially valued at $239 to purchase up to 43,617,747 shares of common stock, no par value, related to Series F preferred stock, at an initial exercise price of $11.72 per share.

1_Statement Of Financial Positi

Statement Of Financial Position Unclassified - Deposit Based Operations (Parenthetical) (USD $)
In Millions, except Share data	Dec. 31, 2009	Dec. 31, 2008
Available-for-sale and other securities, Amortized cost	$17,879	$12,550
Held-to-maturity securities, Fair value	355	360
Loans held for sale, Residential mortgage loans held for sale, fair value	1,470	881
Residential mortgage loans, Fair value	26	7
Common stock, Stated value	2.22	2.22
Common stock, authorized	2,000,000,000	2,000,000,000
Common stock, outstanding	795,068,164	577,386,612
Common stock, treasury shares	6,436,024	6,040,492
Preferred stock Series F
Preferred stock, liquidation preference	$25,000	$25,000
Preferred stock, issued	136,320	136,320
Preferred stock, outstanding	136,320	136,320
Capital surplus, warrants	$239	$239
Capital surplus, shares of common stock to purchase	43,617,747	43,617,747
Capital surplus, initial exercise price	11.72	11.72
Preferred stock Series G
Preferred stock, Convertible	2159.83	2159.83
Preferred stock, liquidation preference	$25,000	$25,000
Preferred stock, authorized	46,000	46,000
Preferred stock, issued	16,451	44,300
Preferred stock, outstanding	16,451	44,300

Statement Of Income Interest Ba

Statement Of Income Interest Based Revenue (USD $)
In Millions, except Per Share data	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Interest Income
Interest and fees on loans and leases	$3,934	$4,935	$5,418
Interest on securities	733	660	590
Interest on other short-term investments	1	13	19
Total interest income	4,668	5,608	6,027
Interest Expense
Interest on deposits	953	1,289	2,007
Interest on other short-term borrowings	43	248	324
Interest on long-term debt	318	557	687
Total interest expense	1,314	2,094	3,018
Net Interest Income	3,354	3,514	3,009
Provision for loan and lease losses	3,543	4,560	628
Net Interest Income (Loss) After Provision for Loan and Lease Losses	(189)	(1,046)	2,381
Noninterest Income
Service charges on deposits	632	641	579
Card and processing revenue	615	912	826
Mortgage banking net revenue	553	199	133
Corporate banking revenue	399	444	367
Investment advisory revenue	299	353	382
Gain on sale of processing business	1,758	0	0
Other noninterest income	479	363	153
Securities gains (losses), net	(10)	(86)	21
Securities gains - non-qualifying hedges on mortgage servicing rights	57	120	6
Total noninterest income	4,782	2,946	2,467
Noninterest Expense
Salaries, wages and incentives	1,339	1,337	1,239
Employee benefits	311	278	278
Net occupancy expense	308	300	269
Card and processing expense	193	274	244
Technology and communications	181	191	169
Equipment expense	123	130	123
Goodwill impairment	0	965	0
Other noninterest expense	1,371	1,089	989
Total noninterest expense	3,826	4,564	3,311
Income (Loss) Before Income Taxes	767	(2,664)	1,537
Applicable income tax expense (benefit)	30	(551)	461
Net Income (Loss)	737	(2,113)	1,076
Dividends on preferred stock	226	67	1
Net Income (Loss) Available to Common Shareholders	$511	($2,180)	$1,075
Earnings Per Share	0.73	-3.91	1.99
Earnings Per Diluted Share	0.67	-3.91	1.98

Statement Of Shareholders Equit

Statement Of Shareholders Equity And Other Comprehensive Income (USD $)
In Millions	Common Stock	Capital Surplus	Preferred stock	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Total
Beginning Balance at Dec. 31, 2006	$1,295	$1,812	$9	$8,317	($179)	($1,232)	$10,022
Net income (loss)				1,076			1,076
Other comprehensive income					53		53
Cash dividends declared:
Common stock at $0.04 in 2009, $0.75 in 2008, and $1.70 in 2007 per share				(914)			(914)
Preferred stock				(1)			(1)
Shares acquired for treasury						(1,084)	(1,084)
Stock-based compensation expense		60		1			61
Impact of cumulative effect of change in accounting principle				(98)			(98)
Restricted stock grants		(59)				59	0
Stock-based awards exercised, including treasury shares issued		(39)				86	47
Loans repaid related to the exercise of stock-based awards, net		2					2
Change in corporate tax benefit related to stock-based compensation		2					2
Employee stock ownership through benefit plans				38		(38)	0
Impact of diversification of nonqualified deferred compensation plan				(8)			(8)
Other		1		2			3
Ending Balance at Dec. 31, 2007	1,295	1,779	9	8,413	(126)	(2,209)	9,161
Net income (loss)				(2,113)			(2,113)
Other comprehensive income					224		224
Cash dividends declared:
Common stock at $0.04 in 2009, $0.75 in 2008, and $1.70 in 2007 per share				(413)			(413)
Preferred stock				(48)			(48)
Dividends on redemption of preferred shares				(19)			(19)
Issuance of preferred shares, Series G			1,072				1,072
Issuance of preferred shares, Series F		239	3,169				3,408
Shares issued in business combinations		(1,071)				1,841	770
Retirement of preferred shares, Series D, E			(9)				(9)
Stock-based compensation expense		56		1			57
Restricted stock grants		(136)				136	0
Stock-based awards exercised, including treasury shares issued		(2)				2	0
Loans repaid related to the exercise of stock-based awards, net		4					4
Change in corporate tax benefit related to stock-based compensation		(16)					(16)
Other		(5)		3		1	(1)
Ending Balance at Dec. 31, 2008	1,295	848	4,241	5,824	98	(229)	12,077
Net income (loss)				737			737
Other comprehensive income					143		143
Cash dividends declared:
Common stock at $0.04 in 2009, $0.75 in 2008, and $1.70 in 2007 per share				(29)			(29)
Preferred stock				(220)			(220)
Accretion of preferred dividends, Series F			41	(41)			0
Issuance of common shares	351	635					986
Dividends on exchange of preferred shares, Series G				35			35
Exchange of preferred shares, Series G	133	272	(674)				(269)
Stock-based compensation expense		46		(1)			45
Restricted stock grants		(27)				27	0
Stock-based awards exercised, including treasury shares issued		1				(1)	0
Change in corporate tax benefit related to stock-based compensation		(29)					(29)
Reversal of OTTI				24			24
Other		(3)	1	(3)		2	(3)
Ending Balance at Dec. 31, 2009	$1,779	$1,743	$3,609	$6,326	$241	($201)	$13,497

2_Statement Of Shareholders Equ

Statement Of Shareholders Equity And Other Comprehensive Income (Parenthetical) (USD $)
	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Common stock, per share	0.04	0.75	1.7

Statement Of Cash Flows Indirec

Statement Of Cash Flows Indirect Deposit Based Operations (USD $)
In Millions	12 Months Ended Dec. 31, 2009	12 Months Ended Dec. 31, 2008	12 Months Ended Dec. 31, 2007
Operating Activities
Net income (loss)	$737	($2,113)	$1,076
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Provision for loan and lease losses	3,543	4,560	628
Depreciation, amortization and accretion	341	8	367
Stock-based compensation expense	45	57	61
Provision (benefit) for deferred income taxes	184	(1,140)	(178)
Realized securities gains	(27)	(41)	(16)
Realized securities gains - non-qualifying hedges on mortgage servicing rights	(64)	(120)	(6)
Realized securities losses	37	127	2
Realized securities losses - non-qualifying hedges on mortgage servicing rights	7	0	0
Provision for mortgage servicing rights	24	207	22
Net losses (gains) on sales of loans	60	(47)	112
Capitalized mortgage servicing rights	(373)	(195)	(207)
Loss on recalculation of the timing of tax benefits on leveraged leases	0	130	0
Impairment charges on goodwill	0	965	0
Loans originated for sale, net of repayments	(22,196)	(11,527)	(13,125)
Proceeds from sales of loans held for sale	21,504	11,273	11,027
Decrease in trading securities	1,000	134	16
Gain on sale of processing business, net of tax	(1,052)	0	0
Dividends representing return on equity method investments	22	13	14
Decrease (increase) in other assets	826	(478)	53
(Decrease) increase in accrued taxes, interest and expenses	(1,200)	925	194
Excess tax benefit related to stock-based compensation	0	0	(4)
Increase (decrease) in other liabilities	376	355	(741)
Net Cash Provided by (Used In) Operating Activities	3,794	3,093	(705)
Investing Activities
Proceeds from sales of available-for-sale securities	3,750	7,226	2,071
Proceeds from calls, paydowns and maturities of available-for-sale securities	117,901	67,883	13,468
Purchases of available-for-sale securities	(126,942)	(76,317)	(15,541)
Proceeds from calls, paydowns and maturities of held-to-maturity securities	3	3	11
Purchases of held-to-maturity securities	0	(11)	(11)
Decrease (increase) in other short-term investments	209	(2,910)	224
Net decrease (increase) in loans and leases	5,497	(6,553)	(6,181)
Proceeds from sales of loans	331	5,216	745
Increase in operating lease equipment	(75)	(142)	(172)
Purchases of bank premises and equipment	(173)	(410)	(459)
Proceeds from disposal of bank premises and equipment	20	34	46
Dividends representing return of equity method investments	9	11	19
Proceeds from sale of processing business	562	0	0
Net cash (paid) acquired in business combinations	(16)	66	(230)
Net Cash Provided by (Used In) Investing Activities	1,076	(5,904)	(6,010)
Financing Activities
Increase (decrease) in core deposits	9,550	(2,820)	2,225
(Decrease) increase in certificates - $100,000 and over, including other foreign office	(4,159)	1,927	2,101
(Decrease) increase in federal funds purchased	(104)	(4,352)	3,006
(Decrease) increase in other short-term borrowings	(8,544)	4,478	1,951
Proceeds from issuance of long-term debt	527	2,157	4,801
Repayment of long-term debt	(3,065)	(2,272)	(5,494)
Purchases of treasury stock	(2)	0	(1,084)
Issuance of common shares	986	0	0
Issuance of preferred shares, Series G, F	0	4,480	0
Exchange of preferred shares, Series G	(269)	0	0
Dividends on exchange of preferred shares, Series G	35	0	0
Payment of cash dividends	(247)	(687)	(898)
Retirement of preferred shares, Series D, E	0	(9)	0
Dividends on redemption of preferred shares, Series D, E	0	(19)	0
Exercise of stock-based awards, net	0	4	49
Excess tax benefit related to stock-based compensation	0	0	4
Other, net	1	3	9
Net Cash (Used In) Provided by Financing Activities	(5,291)	2,890	6,670
(Decrease) Increase in Cash and Due from Banks	(421)	79	(45)
Cash and Due from Banks at Beginning of Year	2,739	2,660	2,705
Cash and Due from Banks at End of Year	2,318	2,739	2,660
Cash Payments
Interest	1,416	2,053	2,996
Income taxes	$109	$416	$535

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
	12 Months Ended Dec. 31, 2009 USD / shares
SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES	1. SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Nature of Operations Fifth Third Bancorp (Bancorp), an Ohio corporation, conducts its principal lending, deposit gathering, transaction processing and service advisory activities through its banking and non-banking subsidiaries from banking centers located throughout the Midwestern and Southeastern regions of the United States. Basis of Presentation The Consolidated Financial Statements include the accounts of the Bancorp and its majority-owned subsidiaries and variable interest entities in which the Bancorp has been determined to be the primary beneficiary. Other entities, including certain joint ventures, in which the Bancorp has the ability to exercise significant influence over operating and financial policies of the investee, but upon which the Bancorp does not possess control, are accounted for by the equity method and not consolidated. Those entities in which the Bancorp does not have the ability to exercise significant influence are generally carried at the lower of cost or fair value. Intercompany transactions and balances have been eliminated. Certain prior period data has been reclassified to conform to current period presentation. The Bancorp has evaluated subsequent events through February26, 2010, the date of issuance of the Consolidated Financial Statements, to determine if either recognition or disclosure of significant events or transactions is required. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Securities Securities are classified as held-to-maturity, available-for-sale or trading on the date of purchase. Only those securities which management has the intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost. Securities are classified as available-for-sale when, in managements judgment, they may be sold in response to, or in anticipation of, changes in market conditions. Securities are classified as trading when bought and held principally for the purpose of selling them in the near term. Available-for-sale and trading securities are reported at fair value with unrealized gains and losses, net of related deferred income taxes, included in other comprehensive income and noninterest income, respectively. The fair value of a security is determined based on quoted market prices. If quoted market prices are not available, fair value is determined based on quoted prices of similar instruments or discounted cash flow models that incorporate market inputs and assumptions including discount rates, prepayment speeds, and loss rates. Realized securities gains or losses are reported within noninterest income in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. Available-for-sale and held-to-maturity securities are reviewed quarterly fo

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION
	12 Months Ended Dec. 31, 2009 USD / shares
SUPPLEMENTAL CASH FLOW INFORMATION	2. SUPPLEMENTAL CASH FLOW INFORMATION Noncash investing and financing activities are presented in the following table for the years ended December31: ($ in millions) 2009 2008 2007 Transfers of portfolio loans to held-for-sale loans $45 $532 $1,982 Transfers of held-for-sale loans to portfolio loans 47 1,692 782 Transfers of portfolio loans to available-for-sale securities - 430 - Transfers of held-for-sale loans to trading securities 136 268 - Transfers of portfolio loans to trading securities - 92 - Transfers of portfolio loans to other real estate owned 377 303 142 Noncash activities from acquisitions: Fair value of tangible assets acquired 7 4,368 2,446 Goodwill and identifiable intangible assets acquired 13 1,194 297 Contingent consideration (4) - - Liabilities assumed - (4,858) (2,513) Common stock issued - (770) -

BUSINESS COMBINATIONS AND ASSET

BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
	12 Months Ended Dec. 31, 2009 USD / shares
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS	3. BUSINESS COMBINATIONS AND ASSET ACQUISITIONS First Charter On June6, 2008, the Bancorp acquired 100% of the outstanding stock of First Charter, a full service financial institution headquartered in Charlotte, North Carolina. First Charter operated 57 branches in North Carolina and two in suburban Atlanta, Georgia. The acquisition of First Charter expanded the Bancorps footprint into the Charlotte, North Carolina market and strengthened the Bancorps presence in Georgia. Under the terms of the transaction, the Bancorp paid $31.00 per First Charter share, or approximately $1.1 billion. Consideration was paid in the form of approximately 70% Fifth Third common stock and 30% cash. First Charter common stock shareholders who received shares of Fifth Third common stock in the merger received 1.7412 shares of Fifth Third common stock for each share of First Charter common stock, resulting in the issuance of 42.9million shares of Fifth Third common stock. The common stock issued to affect the transaction was valued at $17.80 per share, the average closing price of the Bancorps common stock on the five previous trading days ending on the trading day immediately prior to the closing date. The assets and liabilities of First Charter were recorded on the Consolidated Balance Sheets at their respective fair values as of the closing date. The results of First Charters operations were included in the Bancorps Consolidated Statements of Income from the date of acquisition. In addition, the Bancorp realized charges against its earnings for acquisition-related expenses of $17 million during 2008. The acquisition-related expenses consisted primarily of consulting, marketing, travel and relocation, and other costs associated with system conversions. The transaction resulted in total intangible assets of $1.2 billion based upon the purchase price, the fair values of the acquired assets and assumed liabilities and applicable purchase accounting adjustments. Of this total intangibles amount, $56 million was allocated to core deposit intangibles, $9 million was allocated to customer lists and $2 million was allocated to lease intangibles. The remaining $1.1 billion of intangible assets was recorded as goodwill, which is non-deductible for tax purposes. The pro forma effect and the financial results of First Charter included in the results of operations subsequent to the date of acquisition were immaterial to the Bancorps financial condition or the operating results for the periods presented. R-G Crown On November2, 2007, the Bancorp acquired 100% of the outstanding stock of R-G Crown Bank, FSB (Crown) from RG Financial Corporation (RG Financial). Crown operated 30 branches in Florida and three in Augusta, Georgia. The acquisition strengthened the Bancorps presence in the Greater Orlando and Tampa Bay markets and also expanded its footprint into the Jacksonville, Florida and Augusta, Georgia markets. Under the terms of the transaction, the Bancorp paid $259 million to RG Financial and assumed $50 million of trust preferred securities. Additionally, Fifth Third Financial paid approximately $16 million to R-G Crown Real Estate, LLC to acquir

RESTRICTIONS ON CASH AND DIVIDE

RESTRICTIONS ON CASH AND DIVIDENDS
	12 Months Ended Dec. 31, 2009 USD / shares
RESTRICTIONS ON CASH AND DIVIDENDS	4. RESTRICTIONS ON CASH AND DIVIDENDS The Federal Reserve Bank requires banks to maintain minimum average reserve balances. The amount of the reserve requirement for the Bancorp was approximately $81 million and $406 million at December31, 2009 and 2008, respectively. Dividends paid by the Bancorp are subject to various federal and state regulatory limitations. The dividends paid by the Bancorps state chartered bank are subject to regulations and limitations prescribed by the appropriate state authority. Under these provisions, the Bancorps state chartered bank was unable to pay a dividend at December31, 2009, and the dividend limitation was $492 million at December31, 2008. The Bancorps nonbank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year. Based on retained earnings at December31, 2009 and 2008, the dividend limitation of the Bancorps nonbank subsidiaries under these provisions was $87 million and $50 million, respectively. On December31, 2008, the Bancorp sold approximately $3.4 billion in senior preferred stock and related warrants to the U.S. Treasury under the terms of the Capital Purchase Program (CPP). The terms include restrictions on common stock dividends, which require the U.S. Treasurys consent to increase common stock dividends for a period of three years from the date of investment unless the preferred shares are redeemed in whole or the U.S. Treasury has transferred all of the preferred shares to a third party. For the Bancorp, approval from the U.S. Treasury will be required for common stock dividends in excess of $0.15 per share of common stock. In addition, no dividends can be declared or paid on the Bancorps common stock unless all accrued and unpaid dividends have been paid on the preferred shares and certain other outstanding securities.

SECURITIES

SECURITIES
	12 Months Ended Dec. 31, 2009 USD / shares
SECURITIES	5. SECURITIES The following table provides the amortized cost, fair value and unrealized gains and losses for the major categories of the available-for-sale and held-to-maturity securities portfolio as of December31: 2009 2008 ($ in millions) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Amortized Cost Unrealized Gains Unrealized Losses Fair Value Available-for-sale and other: U.S. Treasury and Government agencies $464 2 (8) 458 186 4 - 190 U.S. Government sponsored agencies 2,143 32 (33) 2,142 1,651 83 (4) 1,730 Obligations of states and political subdivisions 240 3 - 243 323 4 (1) 326 Agency mortgage-backed securities 11,074 315 (7) 11,382 8,529 157 (5) 8,681 Other bonds, notes and debentures 2,541 57 (29) 2,569 613 - (43) 570 Other securities(a) 1,417 2 - 1,419 1,248 - (17) 1,231 Total $17,879 411 (77) 18,213 12,550 248 (70) 12,728 Held-to-maturity: Obligations of states and political subdivisions $350 - - 350 355 - - 355 Other debt securities 5 - - 5 5 - - 5 Total $355 - - 355 360 - - 360 (a) Other securities consist of FHLB and Federal Reserve Bank restricted stock holdings of $551 million and $342 million at December31, 2009, respectively, and $545 million and $252 million at December31, 2008, respectively, that are carried at cost, and certain mutual fund holdings and equity security holdings. For the years ended December31, 2009, 2008 and 2007, gross realized gains on the sale of available-for-sale securities were $91 million, $161 million and $28 million respectively while gross realized losses were $34 million, $130 million and $1 million, respectively. At December31, 2009 and 2008, securities with a fair value of $14.2 billion and $9.2 billion, respectively, were pledged to secure borrowings, public deposits, trust funds and for other purposes as required or permitted by law. The amortized cost and fair value of available-for-sale and held-to-maturity securities at December31, 2009, by contractual maturity, are shown in the following table: Available-for-Sale Other Held-to-Maturity ($ in millions) Amortized Cost Fair Value Amortized Cost Fair Value Debt securities: (a) Under 1 year $1,079 1,081 - - 1-5 years 1,519 1,560 153 153 5-10 years 2,766 2,773 171 171 Over 10 years 11,098 11,380 31 31 Other securities 1,417 1,419 - - Total $17,879 18,213 355 355 (a) Actual maturities may differ from contractual maturities when there exists a right to call or prepay obligations with or without call or prepayment penalties. The following table provides the fair value and gross unrealized losses on available-for-sale securities in an unrealized loss position, aggregated by investment category and length of time the individual securities have been in a

LOANS AND LEASES AND ALLOWANCE

LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES
	12 Months Ended Dec. 31, 2009 USD / shares
LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES	6. LOANS AND LEASES AND ALLOWANCE FOR LOAN AND LEASE LOSSES The following table provides a summary of the total loans and leases classified by primary purpose as of December31: ($ in millions) 2009 2008 Loans and leases held for sale: Commercial loans $4 23 Commercial mortgage loans 134 229 Commercial construction loans 87 221 Residential mortgage loans 1,811 906 Other consumer loans and leases 31 73 Total loans and leases held for sale $2,067 1,452 Portfolio loans and leases: Commercial loans $25,683 29,197 Commercial mortgage loans 11,803 12,502 Commercial construction loans 3,784 5,114 Commercial leases 3,535 3,666 Total commercial loans and leases 44,805 50,479 Residential mortgage loans 8,035 9,385 Home equity 12,174 12,752 Automobile loans 8,995 8,594 Credit card 1,990 1,811 Other consumer loans and leases 780 1,122 Total consumer loans and leases 31,974 33,664 Total portfolio loans and leases $76,779 84,143 Total portfolio loans and leases were recorded net of unearned income, which totaled $1.2 billion and $1.4 billion as of December31, 2009 and 2008, respectively. Additionally, unamortized premiums and discounts, deferred loan fees and costs, and fair value adjustments (associated with acquired loans or loans designated as fair value upon origination) were $242 million and $421 million as of December31, 2009 and 2008, respectively. The Bancorp diversifies its loan and lease portfolio by offering a variety of loan and lease products with various payment terms and rate structures. Lending activities are concentrated within those states in which the Bancorp has banking centers and are primarily located in the Midwestern and Southeastern regions of the United States. The Bancorps commercial loan portfolio consists of lending to various industry types. Management periodically reviews the performance of its loan and lease products to ensure they are performing within acceptable interest rate and credit risk levels and changes are made to underwriting policies and procedures as needed. The Bancorp maintains an allowance to absorb loan and lease losses inherent in the portfolio. In 2009, approximately $20 million of interest income was recognized on a cash basis for loans on nonaccrual compared to approximately $10 million in 2008. Transactions in the allowance for loan and lease losses for the years ended December31: ($ in millions) 2009 2008 2007 Balance at January1 $2,787 937 771 Losses charged off (2,719) (2,791) (544) Recoveries of losses previously charged off 138 81 82 Provision for loan and lease losses 3,543 4,560 628 Balance at December31 $3,749 2,787 937 Larger commercial loans that exhibit probable or observed credit weaknesses are subject to individual review. The balance of these impaired loans and related valuation allowance were as follows: 2009 2008 2007 ($ in millions) Loan Balance Al

LOANS WITH DETERIORATED CREDIT

LOANS WITH DETERIORATED CREDIT QUALITY ACQUIRED IN A TRANSFER
	12 Months Ended Dec. 31, 2009 USD / shares
LOANS WITH DETERIORATED CREDIT QUALITY ACQUIRED IN A TRANSFER	7. LOANS WITH DETERIORATED CREDIT QUALITY ACQUIRED IN A TRANSFER In 2008 and 2007, the Bancorp acquired certain loans for which there was evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected. These loans were evaluated either individually or segregated into pools based on common risk characteristics and accounted for under U.S. GAAP guidance for loans acquired with deteriorated credit quality. U.S. GAAP requires acquired loans to be recorded at their initial fair value and prohibits carrying over valuation allowances when applying purchase accounting. Loans carried at fair value, mortgage loans held for sale and loans under revolving credit agreements are excluded from the scope of this guidance on loans acquired with deteriorated credit quality. During the years ended December31, 2009 and 2008, the Bancorp recorded provision expense for loans acquired with deteriorated credit quality of $21 million and $35 million, respectively, in the Consolidated Statements of Income. For the year ended December31, 2007, there was no provision expense recorded for these loans. In addition, as of December31, 2009 and 2008, the Bancorp maintained an allowance for loan and lease losses of $21 million and $6 million, respectively, on these loans. The following table reflects the outstanding balance of all contractually required payments and carrying amounts of loans acquired with deteriorated credit quality at December31: ($ in millions) 2009 2008 Commercial $158 224 Consumer 58 87 Outstanding balance $216 311 Carrying amount $71 106 At the acquisition date, the Bancorp determines the excess of the loans contractually required payments over all cash flows expected to be collected as an amount that should not be accreted into interest income (nonaccretable difference). The remaining amount representing the difference in the expected cash flows of acquired loans and the initial investment in the acquired loans is accreted into interest income over the remaining life of the loan or pool of loans (accretable yield). A summary of activity is provided. ($ in millions) Accretable Yield Balance as of December31, 2006 $- Additions 8 Accretion (2) Reclassifications from (to) nonaccretable difference - Balance as of December31, 2007 $6 Additions 24 Accretion (15) Reclassifications from (to) nonaccretable difference 13 Balance as of December31, 2008 $28 Additions - Accretion (6) Reclassifications from (to) nonaccretable difference (13) Balance as of December31, 2009 $9 The following table reflects loans that were acquired with deteriorated credit quality during 2009 and 2008: ($ in millions) 2009 2008 Contractually required payments receivable at acquisition: Commercial $- 182 Consumer - 34 Total $- 216 Cash flows expected to becollected at acquisition $- 90 Fair value of acquired loans at acquisition - 66

BANK PREMISES AND EQUIPMENT

BANK PREMISES AND EQUIPMENT
	12 Months Ended Dec. 31, 2009 USD / shares
BANK PREMISES AND EQUIPMENT	8. BANK PREMISES AND EQUIPMENT The following is a summary of bank premises and equipment at December31: ($ in millions) EstimatedUsefulLife 2009 2008 Land and improvements $748 743 Buildings 5to50yrs. 1,539 1,518 Equipment 3 to 20 yrs. 1,354 1,317 Leasehold improvements 3 to 40 yrs. 401 378 Construction in progress 105 120 Accumulated depreciation and amortization (1,747) (1,582) Total $2,400 2,494 Depreciation and amortization expense related to bank premises and equipment was $227 million in 2009, $218 million in 2008 and $205 million in 2007. Occupancy expense for cancelable and noncancelable leases was $102 million for 2009, $98 million for 2008 and $85 million for 2007. Occupancy expense has been reduced by rental income from leased premises of $16 million in 2009, $13 million in 2008 and $12 million in 2007. The Bancorps subsidiaries have entered into a number of noncancelable and capital lease agreements with respect to bank premises and equipment. The following table provides the future minimum payments under capital leases and non-cancelable operating leases with terms greater than one year at December31, 2009: ($ in millions) Operating Leases Capital Leases Year ended December 31, 2010 $91 16 2011 86 15 2012 82 14 2013 78 4 2014 72 0 Thereafter 497 1 Total minimum lease payments $906 50 Amounts representing interest - 5 Present value of net minimum lease payments - 45

GOODWILL

GOODWILL
	12 Months Ended Dec. 31, 2009 USD / shares
GOODWILL	9. GOODWILL Business combinations entered into by the Bancorp typically include the acquisition of goodwill. Acquisition activity includes acquisitions in the respective period, in addition to purchase accounting adjustments related to previous acquisitions. Changes in the net carrying amount of goodwill by reporting segment for the years ended December31, 2009 and 2008 were as follows: ($ in millions) Commercial Banking Branch Banking Consumer Lending Investment Advisors Processing Solutions (a) Total Balance as of December31, 2007 $995 950 182 138 205 2,470 Acquisition activity 369 707 33 10 - 1,119 Impairment (750) - (215) - - (965) Balance as of December31, 2008 614 1,657 - 148 205 2,624 Acquisition activity (1) (1) - - 7 5 Sale of Processing Business - - - - (212) (212) Balanceas of December31, 2009 $613 1,656 - 148 - 2,417 (a) As a result of the Processing Business Sale on June30, 2009, Processing Solutions is no longer a segment of the Bancorp. The Bancorp completed its annual goodwill impairment test as of September30, 2009 and determined that no impairment existed. The Bancorp evaluates goodwill at the segment level for impairment. In Step 1 of the goodwill impairment test, the Bancorp compared the fair value of each reporting unit to its carrying amount, including goodwill. To determine the fair value of a reporting unit, the Bancorp employed an income-based approach utilizing the reporting units forecasted cash flows (including a terminal value approach to estimate cash flows beyond the final year of the forecast) and the reporting units estimated cost of equity as the discount rate. The Bancorp believes that this discounted cash flows (DCF) method, using management projections for the respective reporting units and an appropriate risk adjusted discount rate, is most reflective of a market participants view of fair values given current market conditions. Under the DCF method, the forecasted cash flows were developed for each reporting unit by considering several key business drivers such as new business initiatives, client retention standards, market share changes, anticipated loan and deposit growth, forward interest rates, historical performance, and industry and economic trends, among other considerations. The long-term growth rate used in determining the terminal value of each reporting unit was estimated at three percent based on the Bancorps assessment of the minimum expected terminal growth rate of each reporting unit, as well as broader economic considerations such as gross domestic product and inflation. Discount rates were estimated based on a Capital Asset Pricing Model, which considers the risk-free interest rate, market risk premium, beta, and in some cases, unsystematic risk and size premium adjustments specific to a particular reporting unit. The discount rates used to develop the estimated fair value of the reporting units ranged from 17.0% to 18.4%. Based on the results of the Step 1 test, the Bancorp determined that the fair value of the Commercial

INTANGIBLE ASSETS

INTANGIBLE ASSETS
	12 Months Ended Dec. 31, 2009 USD / shares
INTANGIBLE ASSETS	10. INTANGIBLE ASSETS Intangible assets consist of servicing rights, core deposit intangibles, customer lists, non-compete agreements and cardholder relationships. Intangible assets, excluding servicing rights, are amortized on either a straight-line or an accelerated basis over their estimated useful lives and have an estimated weighted-average life at December31, 2009 of 2.8 years. The Bancorp reviews intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. For more information on servicing rights, see Note 11. The details of the Bancorps intangible assets are shown in the following table. ($ in millions) Gross Carrying Amount Accumulated Amortization Valuation Allowance Net Carrying Amount As of December31, 2009: Mortgage servicing rights $1,987 (1,008) (280) 699 Core deposit intangibles 487 (397) - 90 Other consumer and commercial servicing rights 12 (11) - 1 Other 53 (37) - 16 Total intangible assets $2,539 (1,453) (280) 806 As of December31, 2008: Mortgage servicing rights $1,614 (862) (256) 496 Core deposit intangibles 487 (346) - 141 Other consumer and commercial servicing rights 13 (10) - 3 Other 61 (34) - 27 Total intangible assets $2,175 (1,252) (256) 667 As of December31, 2009, all of the Bancorps intangible assets were being amortized. Amortization expense recognized on intangible assets, including servicing rights, for the years ending December31, 2009, 2008 and 2007 was $204 million, $164 million and $135 million respectively. Estimated amortization expense, including servicing rights, for the years ending December31, 2010 through 2014 is as follows: ($ in millions) 2010 $239 2011 178 2012 130 2013 103 2014 80

SALES OF RECEIVABLES AND SERVIC

SALES OF RECEIVABLES AND SERVICING RIGHTS
	12 Months Ended Dec. 31, 2009 USD / shares
SALES OF RECEIVABLES AND SERVICING RIGHTS	11. SALES OF RECEIVABLES AND SERVICING RIGHTS Residential Mortgage Loan Sales The Bancorp sold fixed and adjustable rate residential mortgage loans during 2009 and 2008. In those sales, the Bancorp obtained servicing responsibilities and the investors have no recourse to the Bancorps other assets for failure of debtors to pay when due. The Bancorp receives annual servicing fees based on a percentage of the outstanding balance. The Bancorp identifies classes of servicing assets based on financial asset type and interest rates. For the years ended December31, 2009, 2008 and 2007, the Bancorp recognized gains of $485 million, $260 million and $79 million, respectively, on residential mortgage loan sales activity of $20.6 billion, $11.5 billion and $10.1 billion, respectively. Additionally, the Bancorp recognized $197 million, $164 million and $145 million in servicing fees on residential mortgages for the years ended December31, 2009, 2008 and 2007, respectively. The gains on sales of residential mortgages and servicing fees related to residential mortgages are included in mortgage banking net revenue in the Consolidated Statements of Income. Refer to Note 16 for further information on residential mortgage loans sold with recourse. Automobile Loan Securitizations During 2008, the Bancorp sold $2.7 billion of automobile loans in three separate transactions, recognizing gains of $15 million, offset by $26 million in losses on related hedges. Each transaction isolated the related loans through the use of a securitization trust or a conduit, formed as QSPEs, to facilitate the securitization process. The QSPEs issued asset-backed securities with varying levels of credit subordination and payment priority. The investors in these securities have no credit recourse to the Bancorps other assets for failure of debtors to pay when due. During 2008 and 2009, required repurchases of previously transferred automobile loans from the QSPE were immaterial to the Bancorps Consolidated Financial Statements. In each of these sales, the Bancorp obtained servicing responsibilities, but no servicing asset or liability was recorded as the market based servicing fee was considered adequate compensation. For the years ended December31, 2009 and 2008, the Bancorp recognized $8 million and $9 million, respectively, of servicing fees on these automobile loans. The servicing fees are included in other noninterest income in the Consolidated Statements of Income. As of December31, 2009 and 2008, the Bancorp held retained interests in the QSPEs in the form of asset-backed securities totaling $63 million and $51 million, respectively, and residual interests totaling $98 million and $124 million, respectively. These retained interests are included in available-for-sale securities in the Consolidated Balance Sheets. During the years ended December31, 2009 and 2008, the Bancorp received cash flows of $4 million and $3 million, respectively, from the asset-backed securities and $34 million and $37 million, respectively, from the residual interests. The asset-backed securities are measured at fair value using quoted market prices for similar assets. The resid

DERIVATIVES

DERIVATIVES
	12 Months Ended Dec. 31, 2009 USD / shares
DERIVATIVES	12. DERIVATIVES The Bancorp maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce certain risks related to interest rate, prepayment and foreign currency volatility. Additionally, the Bancorp holds derivative instruments for the benefit of its commercial customers. The Bancorp does not enter into derivative instruments for speculative purposes. The Bancorps interest rate risk management strategy involves modifying the repricing characteristics of certain financial instruments so that changes in interest rates do not adversely affect the Bancorps net interest margin and cash flows. Derivative instruments that the Bancorp may use as part of its interest rate risk management strategy include interest rate swaps, interest rate floors, interest rate caps, forward contracts, options and swaptions. Interest rate swap contracts are exchanges of interest payments, such as fixed-rate payments for floating-rate payments, based on a common notional amount and maturity date. Interest rate floors protect against declining rates, while interest rate caps protect against rising interest rates. Forward contracts are contracts in which the buyer agrees to purchase, and the seller agrees to make delivery of, a specific financial instrument at a predetermined price or yield. Options provide the purchaser with the right, but not the obligation, to purchase or sell a contracted item during a specified period at an agreed upon price. Swaptions are financial instruments granting the owner the right, but not the obligation, to enter into or cancel a swap. Prepayment volatility arises mostly from changes in fair value of the largely fixed-rate MSR portfolio, mortgage loans and mortgage-backed securities. The Bancorp may enter into various free-standing derivatives (principal-only swaps, swaptions, floors, options and interest rate swaps) to economically hedge prepayment volatility. Principal-only swaps are total return swaps based on changes in the value of the underlying mortgage principal-only trust. Foreign currency volatility occurs as the Bancorp enters into certain loans denominated in foreign currencies. Derivative instruments that the Bancorp may use to economically hedge these foreign denominated loans include foreign exchange swaps and forward contracts. The Bancorp also enters into derivative contracts (including foreign exchange contracts, commodity contracts and interest rate swaps, floors and caps) for the benefit of commercial customers. The Bancorp may economically hedge significant exposures related to these free-standing derivatives by entering into offsetting third-party contracts with approved, reputable counterparties with substantially matching terms and currencies. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Bancorps exposure is limited to the replacement value of the contracts rather than the notional, principal or contract amounts. The Bancorp minimizes the credit risk through credit approvals, limits, counterparty collateral and monitoring procedures. For the years ended December31, 2009 and 2008, valuation adjus

OTHER ASSETS

OTHER ASSETS
	12 Months Ended Dec. 31, 2009 USD / shares
OTHER ASSETS	13. OTHER ASSETS The following table provides the components of other assets included in the Consolidated Balance Sheets as of December31: ($ in millions) 2009 2008 Bank owned life insurance $ 1,763 1,777 Derivative instruments 1,733 3,225 Partnership investments 1,179 1,121 Accounts receivable and drafts-in-process 892 1,188 Investment in FTPS Holding, LLC 521 - Accrued interest receivable 417 478 Other real estate owned 297 231 Prepaid expenses 282 84 Income tax receivable 98 488 Deferred tax asset 26 301 Deposit with IRS - 1,007 Other 343 212 Total $ 7,551 10,112 The Bancorp purchases life insurance policies on the lives of certain directors, officers and employees and is the owner and beneficiary of the policies. The Bancorp invests in these policies, known as BOLI, to provide an efficient form of funding for long-term retirement and other employee benefits costs. Therefore, the Bancorps BOLI policies are intended to be long-term investments to provide funding for future payment of long-term liabilities. The Bancorp records these BOLI policies within other assets in the Consolidated Balance Sheets at each policys respective cash surrender value, with changes recognized in other noninterest income in the Consolidated Statements of Income. Certain BOLI policies have a stable value agreement through either a large, well-rated bank or multi-national insurance carrier that provides limited cash surrender value protection from declines in the value of each policys underlying investments. During 2008 and 2009, the value of the investments underlying one of the Bancorps BOLI policies continued to decline due to disruptions in the credit markets, widening of credit spreads between U.S. treasuries/swaps versus municipal bonds and bank trust preferred securities, and illiquidity in the asset-backed securities market. These factors caused the cash surrender value to decline further beyond the protection provided by the stable value agreement. As a result of exceeding the cash surrender value protection, the Bancorp recorded charges totaling $10 million and $215 million during 2009 and 2008, respectively, to reflect declines in the policys cash surrender value. The cash surrender value of this BOLI policy was $237 million and $291 million at December31, 2009 and 2008, respectively. During 2009, the Bancorp notified the related insurance carrier of its intent to surrender this BOLI policy. Due to the fact the Bancorp has not yet decided the manner in which it will surrender the policy, which may impact the cash surrender value protection, and because of ongoing developments in existing litigation with the insurance carrier, the Bancorp recognized charges of $43 million in 2009 to fully reserve for the potential loss of the cash surrender value protection associated with the policy. In addition, the Bancorp recognized tax benefits of $106 million in 2009 related to losses recorded in prior periods on this policy that are now expected to be tax deductible. The Bancorp incorpora

SHORT-TERM BORROWINGS

SHORT-TERM BORROWINGS
	12 Months Ended Dec. 31, 2009 USD / shares
SHORT-TERM BORROWINGS	14. SHORT-TERM BORROWINGS Borrowings with original maturities of one year or less are classified as short term, and include federal funds purchased and other short-term borrowings. Federal funds purchased are excess balances in reserve accounts held at Federal Reserve Banks that the Bancorp purchased from other member banks on an overnight basis. Other short-term borrowings include securities sold under repurchase agreements, FHLB advances and other borrowings with original maturities of one year or less. The Bancorp had no outstanding balance under the Federal Reserve Banks Term Auction Facility funds (TAF) at December31, 2009. There were $5.0 billion of TAF borrowings outstanding at December31, 2008. A summary of short-term borrowings and weighted-average rates follows: 2009 2008 ($ in millions) Amount Rate Amount Rate As of December31: Federal funds purchased $182 0.11 % $287 .18 % Other short-term borrowings 1,415 0.16 9,959 1.42 Average for the years ended December31: Federal funds purchased $517 0.20 % $2,975 2.34 % Other short-term borrowings 6,463 0.64 7,785 2.29 Maximum month-end balance: Federal funds purchased $1,160 $6,233 Other short-term borrowings 11,076 13,864

LONG-TERM DEBT

LONG-TERM DEBT
	12 Months Ended Dec. 31, 2009 USD / shares
LONG-TERM DEBT	15. LONG-TERM DEBT The following table is a summary of the Bancorps long-term borrowings at December31: ($ in millions) Maturity InterestRate 2009 2008 Parent Company Senior: Fixed-rate notes 2013 6.25% $785 801 Extendable notes - 31 Subordinated(b): Floating-rate notes 2016 0.67% 250 250 Fixed-rate notes 2017 5.45% 572 588 Fixed-rate notes 2018 4.50% 533 572 Fixed-rate notes 2038 8.25% 1,024 1,326 Junior subordinated (a): Fixed-rate notes (c) 2067 6.50% 750 750 Fixed-rate notes (c) 2067 7.25% 606 639 Fixed-rate notes (c) 2067 7.25% 886 942 Fixed-rate notes (c) 2068 8.88% 389 427 Subsidiaries Senior: Fixed-rate bank notes 2010 4.20% 804 1,137 Floating-rate bank notes 2013 0.38% 500 500 Extendable bank notes - 1,197 Subordinated(b): Fixed-rate bank notes 2015 4.75% 544 573 Junior subordinated(a): Floating-rate bank notes 2032-2033 3.35%-4.26% 52 52 Floating-rate debentures 2033 - 2034 3.04%- 3.15% 67 67 Floating-rate debentures 2035 1.67% - 1.94% 62 49 Federal Home Loan Bank advances 2010 - 2037 0% - 8.34% 2,564 3,565 Other 2010 - 2032 Varies 119 119 Total $10,507 13,585 (a) Qualify as Tier I capital for regulatory capital purposes. (b) Qualify as Tier II capital for regulatory capital purposes. (c) Future periods of debt are floating. The Bancorp pays down long-term debt in accordance with contractual terms over maturity periods summarized in the above table. Contractually obligated payments for long-term debt as of December31, 2009 are due over the following periods: $815 million in 2010; $14 million in 2011, $1.0 billion in 2012, $1.8 billion in 2013, $35 million in 2014 and $6.8 billion after 2014. At December31, 2009 the Bancorp had outstanding principal balances of $10.2 billion, discounts and premiums of negative $15 million and additions for mark-to-market adjustments on its hedged debt of $272 million. At December31, 2008, the Bancorp had outstanding principal balances of $12.8 billion, discounts and premiums of negative $16 million and additions for mark-to-market adjustments on its hedged debt of $813 million. Parent Company Long-Term Borrowings In April 2008, the Bancorp issued $750 million of senior notes to third party investors. The senior notes bear a fixed rate of interest of 6.25%per annum. The Bancorp entered into interest rate swaps to convert $675 million to floating rate and, at December31, 2009, paid a rate of 2.69%. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amount of the notes will be due upon maturity on May1, 2013. The notes are not subject to redemption at the Bancorps option at any time prior to maturity. Senior extendable notes totaling $31 million matured on April23, 2009. The subordinated floating-rate notes due in 201

COMMITMENTS, CONTINGENT LIABILI

COMMITMENTS, CONTINGENT LIABILITIES AND GUARANTEES
	12 Months Ended Dec. 31, 2009 USD / shares
COMMITMENTS, CONTINGENT LIABILITIES AND GUARANTEES	16. COMMITMENTS, CONTINGENT LIABILITIES AND GUARANTEES The Bancorp, in the normal course of business, enters into financial instruments and various agreements to meet the financing needs of its customers. The Bancorp also enters into certain transactions and agreements to manage its interest rate and prepayment risks, provide funding, equipment and locations for its operations and invest in its communities. These instruments and agreements involve, to varying degrees, elements of credit risk, counterparty risk and market risk in excess of the amounts recognized in the Bancorps Consolidated Balance Sheets. The creditworthiness of counterparties for all instruments and agreements is evaluated on a case-by-case basis in accordance with the Bancorps credit policies. The Bancorps significant commitments, contingent liabilities and guarantees in excess of the amounts recognized in the Consolidated Balance Sheets are discussed in further detail as follows: Commitments The Bancorp has certain commitments to make future payments under contracts. The following table reflects a summary of significant commitments: ($ in millions) 2009 2008 Commitments to extend credit $ 42,591 49,391 Letters of credit (including standby letters of credit) 6,657 8,951 Forward contracts to sell mortgage loans 3,633 3,235 Noncancelable lease obligations 906 937 Capital commitments for private equity investments 90 79 Capital lease obligations 44 38 Capital expenditures 27 68 Purchase obligations 25 43 Commitments to extend credit Commitments to extend credit are agreements to lend, typically having fixed expiration dates or other termination clauses that may require payment of a fee. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. The Bancorp is exposed to credit risk in the event of nonperformance by the counterparty for the amount of the contract. Fixed-rate commitments are also subject to market risk resulting from fluctuations in interest rates and the Bancorps exposure is limited to the replacement value of those commitments. As of December31, 2009 and 2008, the Bancorp had a reserve for unfunded commitments totaling $294 million and $195 million, respectively, included in other liabilities in the Consolidated Balance Sheets. Letters of credit Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. At December31, 2009, approximately $2.5 billion of letters of credit expire within one year (including $40 million issued on behalf of commercial customers to facilitate trade payments in dollars and foreign currencies), $3.9 billion expire between one and five years and $257 million expire thereafter. Standby letters of credit are considered guarantees in accordance with U.S. GAAP. At December31, 2009 and 2008, the reserve related to these standby letters of credit was $6 million and $3 million, respectively. Approximately 58% and 66% of the

LEGAL AND REGULATORY PROCEEDING

LEGAL AND REGULATORY PROCEEDINGS
	12 Months Ended Dec. 31, 2009 USD / shares
LEGAL AND REGULATORY PROCEEDINGS	17. LEGAL AND REGULATORY PROCEEDINGS During April 2006, the Bancorp was added as a defendant in a consolidated antitrust class action lawsuit originally filed against Visa , MasterCard and several other major financial institutions in the United States District Court for the Eastern District of New York. The plaintiffs, merchants operating commercial businesses throughout the U.S. and trade associations, claim that the interchange fees charged by card-issuing banks are unreasonable and seek injunctive relief and unspecified damages. In addition to being a named defendant, the Bancorp is also subject to a possible indemnification obligation of Visa as discussed in Note 16. Accordingly, prior to the sale of its Class B shares during 2009, the Bancorp had recorded a litigation reserve of $243 million to account for its potential exposure in this and related litigation. Additionally, the Bancorp had also recorded its proportional share of $199 million of the Visa escrow account funded with proceeds from the Visa IPO along with several subsequent fundings. Upon the Bancorps sale of its Visa, Inc. Class B shares during 2009, and the recognition of the total return swap that transfers conversion risk of the Class B shares back to the Bancorp, the Bancorp reversed the remaining net litigation reserve. Refer to Note 16 for further information regarding the Bancorps net litigation reserve and ownership interest in Visa. This antitrust litigation is still in the pre-trial phase. In September 2007, Ronald A. Katz Technology Licensing, L.P. (Katz) filed a suit in the United States District Court for the Southern District of Ohio against the Bancorp and its Ohio banking subsidiary. In the suit, Katz alleges that the Bancorp and its Ohio bank are infringing on Katzs patents for interactive call processing technology by offering certain automated telephone banking and other services. This lawsuit is one of many related patent infringement suits brought by Katz in various courts against numerous other defendants. Katz is seeking unspecified monetary damages and penalties as well as injunctive relief in the suit. Management believes there are substantial defenses to these claims and intends to defend them vigorously. The impact of the final disposition of this lawsuit cannot be assessed at this time. In 2008, five putative securities class action complaints were filed against the Bancorp and its Chief Executive Officer, among other parties. The five cases have been consolidated, and are currently pending in the United States District Court for the Southern District of Ohio. The lawsuits allege violations of federal securities laws related to disclosures made by the Bancorp in press releases and filings with the SEC regarding its quality and sufficiency of capital, credit losses and related matters, and seeking unquantified damages on behalf of putative classes of persons who either purchased the Bancorps securities, or acquired the Bancorps securities pursuant to the First Charter Corporation Acquisition. In addition to the foregoing, two cases were filed in the United States District Court for the Southern District of Ohio against the Bancorp and ce

PROCESSING BUSINESS SALE

PROCESSING BUSINESS SALE
	12 Months Ended Dec. 31, 2009 USD / shares
PROCESSING BUSINESS SALE	18. PROCESSING BUSINESS SALE On June30, 2009, the Bancorp completed the sale of a majority interest in its merchant acquiring and financial institutions processing businesses (Processing Business). Under the terms of the sale, an unrelated third party, Advent, acquired an approximate 51% interest in the Processing Business for cash and warrants. The Bancorp retained the remaining approximate 49% interest in the Processing Business and, as part of the sale, the Processing Business assumed loans totaling $1.25 billion owed to the Bancorp. As a result of the sale, the Bancorp recognized a pre-tax gain of approximately $1.8 billion ($1.1 billion after-tax), which was recorded in other noninterest income. Of the $1.8 billion gain, approximately $848 million was the result of marking the Bancorps retained interest in the Processing Business to fair value. At the time of the sale, the initial fair value of the warrants was determined to be $62 million. The initial fair value of the warrants was calculated using a Black-Scholes option valuation model using probability weighted scenarios, assuming expected terms of 10 to 20 years, expected volatilities of 37.5% to 44.4%, risk free rates of 4.03% to 4.33%, and expected dividend rates of 0%. The expected volatilities were based on historical and implied volatilities of comparable companies assuming similar expected terms. Refer to Notes 12 and 27 for further information regarding the current fair value of these warrants. In connection with the sale, the Bancorp provided Advent with certain put rights that are exercisable in the event of three unlikely circumstances. At the time of the sale, the Bancorp initially valued the put rights at approximately $14 million. The initial fair value of the put rights was calculated using a Black-Scholes option valuation model using probability weighted scenarios, assuming expected terms of 1 to 4.5 years, expected volatilities of 39.6% to 56.9%, risk free rates of 0.48% to 2.34%, and expected dividend rates of 0%. The expected volatilities were based on historical and implied volatilities of comparable companies assuming similar expected terms. Refer to Notes 12 and 27 for further information regarding the current fair value of these put rights. The fair value of the Bancorps retained noncontrolling interest in the Processing Business at the time of sale, exclusive of the warrants, was $524 million, and was based on the price Advent paid for its ownership interest in the Processing Business. The Bancorp has deemed the Processing Business to be a related party and prospectively accounts for its retained noncontrolling interest in the Processing Business under the equity method of accounting. Refer to Note 19 for further details regarding the Bancorps involvement with related parties.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS
	12 Months Ended Dec. 31, 2009 USD / shares
RELATED PARTY TRANSACTIONS	19. RELATED PARTY TRANSACTIONS The Bancorp maintains written policies and procedures covering related party transactions to principal shareholders, directors and executives of the Bancorp. These procedures cover transactions such as employee-stock purchase loans, personal lines of credit, residential secured loans, overdrafts, letters of credit and increases in indebtedness. Such transactions are subject to the Bancorps normal underwriting and approval procedures. Prior to the closing of a loan to a related party, Compliance Risk Management must approve and determine whether the transaction requires approval from or a post notification be sent to the Bancorps Board of Directors. At December31, 2009 and 2008, certain directors, executive officers, principal holders of Bancorp common stock, associates of such persons, and affiliated companies of such persons were indebted, including undrawn commitments to lend, to the Bancorps banking subsidiary. The following table summarizes the Bancorps activities with its principal shareholders, directors and executives at December31: ($ in millions) 2009 2008 Commitments to lend, net of participations: Directors and their affiliated companies $143 339 Executive officers 6 7 Total 149 346 Outstanding balance on loans, net of participations and undrawn commitments 68 143 The commitments to lend are in the form of loans and guarantees for various business and personal interests. This indebtedness was incurred in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties. This indebtedness does not involve more than the normal risk of repayment or present other features unfavorable to the Bancorp. The decrease in commitments to lend and outstanding balances on loans as of December31, 2009 compared to December31, 2008 is due to the Bancorp merging its Fifth Third Bank (Michigan) and Fifth Third Bank N.A. charters into the Fifth Third Bank (Ohio) charter on September30, 2009 and the resulting reduction in individuals that qualify as related parties. On June30, 2009, the Bancorp completed the sale of a majority interest in its Processing Businesses, FTPS. Advent acquired an approximate 51% interest in FTPS for cash and warrants. The Bancorp retained the remaining approximate 49% interest in FTPS and, as part of the sale, FTPS assumed loans totaling $1.25 billion owed to the Bancorp. The Bancorp recognized $15 million in noninterest income as part of its equity method investment in FTPS for the year ended December31, 2009 and received quarterly distributions totaling $18 million during 2009. The Bancorp and FTPS have various agreements in place covering services relating to the operations of FTPS. The services provided by the Bancorp to FTPS were required to support FTPS as a stand alone entity during the deconversion period. These services involve transition support, including product development, risk management, legal, accounting and general business resources. FTPS paid the Bancorp $76 million for these s

INCOME TAXES

INCOME TAXES
	12 Months Ended Dec. 31, 2009 USD / shares
INCOME TAXES	20. INCOME TAXES The Bancorp and its subsidiaries file a consolidated federal income tax return. The following is a summary of applicable income taxes included in the Consolidated Statements of Income at December31: ($ in millions) 2009 2008 2007 Current income tax (benefit) expense: U.S. income taxes ($157) 560 623 State and local income taxes 6 25 16 Non-U.S. income taxes (3) 3 - Total current tax (benefit) expense (154) 588 639 Deferred income tax expense (benefit): U.S. income taxes 190 (1,090) (197) State and local income taxes (8) (47) 19 Non-U.S. income taxes 2 (2) - Total deferred tax expense (benefit) 184 (1,139) (178) Applicable income tax expense (benefit) $30 (551) 461 A reconciliation between the statutory U.S. income tax rate and the Bancorps effective tax rate for the years ended December31: 2009 2008 2007 Statutory tax rate 35.0% (35.0) 35.0 Increase (decrease) resulting from: State taxes, net of federal benefit (.1) (.5) 1.5 Tax-exempt income (18.7) 1.5 1.4 Credits (14.6) (3.6) (5.0) Dividends on subsidiary preferred stock - - (2.5) Goodwill 8.7 11.9 - Interest to taxing authority, net of tax (7.6) 5.1 .1 Other, net 1.2 (.1) (.5) Effective tax rate 3.9% (20.7) 30.0 Tax-exempt income in the rate reconciliation table includes interest on municipal bonds, interest on tax-exempt lending, income/charges on life insurance policies held by the Bancorp, and certain gains on sales of leases. During 2009, the Bancorp notified the carrier of one of the Bancorps policies of its intent to surrender a certain BOLI policy and was therefore required to establish a deferred tax asset relating to the investment. As a result, tax expense for the year was favorably impacted by $106 million. Tax expense was adversely impacted in 2008 and 2007 by $78 million and $64 million, respectively relating to the same BOLI policy. See Note 13 for a further discussion of those charges. Deferred income taxes are included as a component of other assets and accrued taxes, interest and expenses in the Consolidated Balance Sheets. At December31, 2009 and 2008, the Bancorp had recorded deferred tax assets of $81 million and $58 million, respectively related to state net operating loss carryforwards. These deferred tax assets relating to state net operating losses were net of specific valuation allowances, primarily resulting from leasing operations, of $15 million and $2 million at December31, 2009 and 2008, respectively. If these carry forwards are not utilized, they will expire in varying amounts through 2029. Additionally, at December31, 2009, the Bancorp had federal general business tax credit carryforwards of $42 million. If unused, these credit carryforwards will expire in 2029. The Bancorp did not have any general business tax credit carryforwards at December31, 2008. The Bancorp has determined that a valuation allowance is not needed against the remaining deferred

RETIREMENT AND BENEFIT PLANS

RETIREMENT AND BENEFIT PLANS
	12 Months Ended Dec. 31, 2009 USD / shares
RETIREMENT AND BENEFIT PLANS	21. RETIREMENT AND BENEFIT PLANS The Bancorp recognizes the overfunded and underfunded status of its pension plans as an asset and liability, respectively. The underfunded amounts recognized in other liabilities in the Consolidated Balance Sheets as of December31, 2009 and 2008 were as follows: ($ in millions) 2009 2008 Prepaid benefit cost $- - Accrued benefit liability (35) (84) Net underfunded status ($35) (84) There were no Bancorp pension plans that had an overfunded status at December31, 2009 and 2008. The following table summarizes the defined benefit retirement plans as of and for the years ended December31: Plans with an Underfunded Status ($ in millions) 2009 2008 Fair value of plan assets at January1 $144 237 Actual return on assets 29 (70) Contributions 39 4 Settlement (19) (17) Benefits paid (11) (10) Fair value of plan assets at December31 182 144 Projected benefit obligation at January1 $228 $236 Service cost - - Interest cost 12 13 Settlement (19) (17) Actuarial loss 7 6 Benefits paid (11) (10) Projected benefit obligation at December31 $217 $228 Unfunded projected benefit obligation recognized in the Consolidated Balance Sheets as a liability ($35) ($84) The estimated net actuarial loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2010 are $12 million and $1 million, respectively. The following table summarizes net periodic benefit cost and other changes in plan assets and benefit obligations recognized in other comprehensive income for the years ended December31: ($ in millions) 2009 2008 2007 Components of net periodic benefit cost: Service cost $- - - Interest cost 12 13 14 Expected return on assets (12) (18) (19) Amortization of net actuarial loss 15 7 7 Amortization of net prior service cost 1 1 1 Settlement 13 10 7 Net periodic benefit cost $29 13 10 Other changes in plan assets and benefit obligations recognized in other comprehensive income: Net actuarial (loss) gain ($10) 93 10 Net prior service cost - - - Amortization of net actuarial loss (15) (7) (7) Amortization of prior service cost (1) (1) (1) Settlement (13) (10) (7) Total recognized in other comprehensive income (39) 75 (5) Total recognized in net periodic benefit cost and other comprehensive income ($10) 88 5 Fair Value Measurements of Plan Assets The following table summarizes Plan assets measured at fair value on a recurring basis as of December31, 2009: Fair Value Measurements Using (a) ($ in million) Level1 Level2 Level3 Total Fair Value Equity securities: Growth equity securities $52 - - $52 Value equity securities 49 - - 49 Total equity secu

ACCUMULATED OTHER COMPREHENSIVE

ACCUMULATED OTHER COMPREHENSIVE INCOME
	12 Months Ended Dec. 31, 2009 USD / shares
ACCUMULATED OTHER COMPREHENSIVE INCOME	22. ACCUMULATED OTHER COMPREHENSIVE INCOME The activity of the components of other comprehensive income and accumulated other comprehensive income for the years ended December31, 2009, 2008 and 2007 was as follows: TotalOtherComprehensive Income Total Accumulated Other Comprehensive Income ($ in millions) Pretax Activity Tax Effect Net Activity Beginning Balance Net Activity Ending Balance 2009 Unrealized holding gains on available-for-sale securities arising during period $248 (86) 162 Reclassification adjustment for net gains included in net income (57) 20 (37) Reclassification adjustment related to prior OTTI charges (37) 13 (24) Net unrealized gains on available-for-sale securities 154 (53) 101 115 101 216 Unrealized holding gains on cash flow hedge derivatives arising during period 75 (26) 49 Reclassification adjustment for net gains on cash flow hedge derivatives included in net income (49) 17 (32) Net unrealized gains on cash flow hedge derivatives 26 (9) 17 88 17 105 Defined benefit plans: Net prior service cost - - - Net actuarial loss 39 (14) 25 Defined benefit plans, net 39 (14) 25 (105 ) 25 (80 ) Total $219 (76) 143 98 143 241 2008 Unrealized holding gains on available-for-sale securities arising during period $353 (123) 230 Reclassification adjustment for net gains included in net loss (31) 10 (21) Net unrealized gains (losses) on available-for-sale securities 322 (113) 209 (94 ) 209 115 Unrealized holding gains on cash flow hedge derivatives 100 (35) 65 Reclassification adjustment for net gains on cash flow hedge derivatives included in net loss (3) 1 (2) Net unrealized gains on cash flow hedge derivatives 97 (34) 63 25 63 88 Defined benefit plans: Net prior service cost - - - Net actuarial loss (74) 26 (48) Defined benefit plans, net (74) 26 (48) (57 ) (48 ) (105 ) Total $345 (121) 224 (126 ) 224 98 2007 Unrealized holding gains on available-for-sale securities arising during period $60 (23) 37 Reclassification adjustment for net gains included in net income (21) 9 (12) Net unrealized gains (losses) on available-for-sale securities 39 (14) 25 (119 ) 25 (94 ) Unrealized holding gains on cash flow hedge derivatives 42 (15) 27 Reclassification adjustment for net gains on cash flow hedge derivatives included in net income (1) - (1) Net unrealized gains (losses) on cash flow hedge derivatives 41 (15) 26 (1) 26 25

COMMON, PREFERRED AND TREASURY

COMMON, PREFERRED AND TREASURY STOCK
	12 Months Ended Dec. 31, 2009 USD / shares
COMMON, PREFERRED AND TREASURY STOCK	23. COMMON, PREFERRED AND TREASURY STOCK The following is a summary of the share activity within common, preferred and treasury stock for the years ended December31: Common Stock Preferred Stock Treasury Stock ($ in millions, except share data) Value Shares Value Shares Value Shares Shares at December31, 2006 $1,295 583,427,104 $9 9,250 $1,232 27,900,029 Shares acquired for treasury - - - - 1,084 26,605,527 Stock-based awards exercised, including treasury shares issued - - - - (86) (2,057,301) Restricted stock grants - - - - (59) (1,178,259) Employee stock ownership through benefit plans - - - - 38 212,504 Shares at December31, 2007 $1,295 583,427,104 $9 9,250 $2,209 51,482,500 Issuance of preferred shares, Series G - - 1,072 44,300 - - Issuance of preferred shares, Series F - - 3,169 136,320 - - Redemption of preferred shares, Series D, E - - (9) (9,250) - - Stock-based awards exercised, including treasury shares issued - - - - (2) - Restricted stock grants - - - - (136) (2,551,432) Shares issued in business combinations - - - - (1,841) (42,890,576) Employee stock ownership through benefit plans - - - - (1) - Shares at December31, 2008 $1,295 583,427,104 $4,241 180,620 $229 6,040,492 Issuance of common shares 351 157,955,960 - - - - Exchange of preferred shares, Series G 133 60,121,124 (674) (27,849) - - Accretion from dividends on preferred shares, Series F - - 41 - - - Restricted stock forfeitures - - - - 5 819,796 Restricted stock grants - - - - (32) (751,464) Other - - 1 - (1) 327,200 Shares at December31, 2009 $1,779 801,504,188 $3,609 152,771 $201 6,436,024 In 2008, 8.5% non-cumulative Series G convertible preferred stock was issued in the second quarter. The depository shares represented shares of its convertible preferred stock and had a liquidation preference of $25,000 per share. The preferred stock is convertible at any time, at the option of the shareholder, into 2,159.8272 shares of common stock, representing a conversion price of approximately $11.575 per share of common stock. As of December31, 2008, Series G preferred stock had 44,300 shares outstanding and 1,700 shares reserved for issuance. On December31, 2008, the U.S. Treasury purchased approximately $3.4 billion, or 136,320 shares, of the Bancorps Fixed Rate Cumulative Perpetual Preferred Stock, Series F, with a liquidation preference of $25,000 per share and related 10-year warrants in the amount of 15% of the preferred stock investment. The warrants allow the U.S. Treasury to purchase up to 43,617,747 shares of the Bancorps common stock with an exercise price of $11.72. The Series F senior preferred stock was issued complying with the terms established by the CPP. Per the program terms, the U.S. Treasurys investment consists of senior preferred stock with a

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION
	12 Months Ended Dec. 31, 2009 USD / shares
STOCK-BASED COMPENSATION	24. STOCK-BASED COMPENSATION The Bancorp has historically emphasized employee stock ownership. The following table provides detail of the number of shares to be issued upon exercise of outstanding stock-based awards and remaining shares available for future issuance under all of the Bancorps equity compensation plans as of December31, 2009: Plan Category (shares in thousands) NumberofSharestoBe Issued Upon Exercise Weighted- Average Exercise Price SharesAvailable forFutureIssuance Equity compensation plans approved by shareholders: 15,271(b) Stock options (a) 13,405 $53.60 (b) Stock appreciation rights (SARs) (c) (c) (b) Restricted stock 4,645 N/A (b) Phantom stock units (d) N/A N/A Performance units (e) N/A (b) Performance-based restricted stock 32 N/A (b) Employee stock purchase plan 11,184(f) Total shares 18,082 26,455 (a) Excludes 2.1million outstanding options awarded under plans assumed by the Bancorp in connection with certain mergers and acquisitions. The Bancorp has not made any awards under these plans and will make no additional awards under these plans. The weighted-average exercise price of the outstanding options is $21.74 per share. (b) Under the 2008 Incentive Compensation Plan, 33million shares of stock were authorized for issuance as incentive and nonqualified stock options, SARs, restricted stock and restricted stock units, performance shares and performance restricted stock awards. (c) At December31, 2009, approximately 28.6million SARs were outstanding at a weighted-average grant price of $26.82. The number of shares to be issued upon exercise will be determined at vesting based on the difference between the grant price and the market price at the date of exercise. (d) Phantom stock units are settled in cash. (e) The number of shares to be issued is dependent upon the Bancorp achieving certain predefined performance targets and ranges from zero shares to approximately 2.3million shares. (f) Represents remaining shares of Fifth Third common stock under the Bancorps 1993 Stock Purchase Plan, as amended and restated, including an additional 1.5million shares approved by shareholders on March28, 2007 and an additional 12million shares approved by shareholders on April21, 2009. Stock-based awards are eligible for issuance under the Bancorps Incentive Compensation Plan to key employees and directors of the Bancorp and its subsidiaries. The Incentive Compensation Plan was approved by shareholders on April15, 2008, which authorizes the issuance of up to 33million shares as equity compensation and provides for incentive and nonqualified stock options, stock appreciation rights, restricted stock and restricted stock units, and performance share and restricted stock awards. Based on total stock-based awards outstanding (including stock options, stock appreciation rights, restricted stock and performance units) and shares remaining for future grants under the 2008 Incentive Compensation Plan, the Bancorps total overhang is eight perc

OTHER NONINTEREST INCOME AND OT

OTHER NONINTEREST INCOME AND OTHER NONINTEREST EXPENSE
	12 Months Ended Dec. 31, 2009 USD / shares
OTHER NONINTEREST INCOME AND OTHER NONINTEREST EXPENSE	25. OTHER NONINTEREST INCOME AND OTHER NONINTEREST EXPENSE The following presents the major components of other noninterest income and other noninterest expense for the years ended December31: ($ in millions) 2009 2008 2007 Other noninterest income: Operating lease income $59 47 32 Cardholder fees 48 58 56 Insurance income 47 36 32 Consumer loan and lease fees 43 51 46 Gain (loss) on loan sales 38 (11) 25 Banking center income 22 31 29 Gain on sale/redemption of Visa, Inc. ownership interests 244 273 - Loss on sale of OREO (70) (60) (14) Bank owned life insurance loss (2) (156) (106) Litigation settlement - 76 - Other 50 18 53 Total $479 363 153 Other noninterest expense: FDIC insurance and other taxes $269 73 31 Loan and lease expense 234 188 119 Provision for unfunded commitments and letters of credit 99 98 16 Affordable housing investments impairment 83 67 57 Marketing 79 102 84 Professional services fees 63 102 54 Intangible asset amortization 57 56 42 Postal and courier 53 54 52 Insurance 50 30 17 Travel 41 54 54 Operating lease 39 32 22 Recruitment and education 30 33 41 Supplies 25 31 31 OREO expense 24 11 6 Data processing 21 14 14 Visa litigation reserve (73) (99) 172 Other 277 243 177 Total $1,371 1,089 989

EARNINGS PER SHARE

EARNINGS PER SHARE
	12 Months Ended Dec. 31, 2009 USD / shares
EARNINGS PER SHARE	26. EARNINGS PER SHARE The calculation of earnings per share and the reconciliation of earnings per share to earnings per diluted share for the years ended December31: 2009 2008 2007 (in millions, except per share data) Income Average Shares Per Share Amount Income Average Shares Per Share Amount Income Average Shares Per Share Amount Earnings per share: Net income (loss) $ 737 $ (2,113) $ 1,076 Dividends on preferred stock 226 67 1 Net income (loss) available to common shareholders 511 (2,180) 1,075 Income (loss) allocated to participating securities 4 (21) 5 Net income (loss) allocated to common shareholders $ 507 696 $ 0.73 $ (2,159) 553 $ (3.91) $ 1,070 538 $ 1.99 Earnings per diluted share: Net income (loss) available to common shareholders $ 511 $ (2,180) $ 1,075 Effect of dilutive securities: Stock based awards 2 - - - 2 (.01) Convertible preferred stock (a) (b) (21) 28 (0.06) - - - - - - Net income (loss) available to common shareholders plus assumed conversions 490 (2,180) 1,076 Income (loss) allocated to participating securities 4 (21) 5 Net income (loss) allocated to common shareholders $ 486 726 $ 0.67 $ (2,159) 553 $ (3.91) $ 1,071 540 $ 1.98 (a) The additive effect to income from dividends on convertible preferred stock for the year ended December31, 2009 included preferred dividends of $14 million for Series G preferred shares, offset by a $35 million reduction to preferred dividends due to the conversion of a portion of Series G preferred shares during the second quarter of 2009. (b) The additive effect to income from dividends on convertible preferred stock is $.580 million and the average share dilutive effect from convertible preferred stock is .308million shares for the year ended December31, 2007. The Bancorp calculates earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share separately for common stock and participating securities according to dividends declared and participation rights in undistributed earnings. For purposes of calculating earnings per share under the two-class method, restricted shares that contain nonforfeitable rights to dividends are considered participating securities until vested. While the dividends declared per share on such restricted shares are the same as dividends declared per common share outstanding, the dividends recognized on such restricted shares may be less because dividends paid on restricted shares that are expected to be forfeited are reclassified to compensation

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS
	12 Months Ended Dec. 31, 2009 USD / shares
FAIR VALUE MEASUREMENTS	27. FAIR VALUE MEASUREMENTS The Bancorp measures certain financial assets and liabilities at fair value in accordance with U.S. GAAP, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instruments fair value measurement. The three levels within the fair value hierarchy are described as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Bancorp has the ability to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Bancorps own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Bancorps own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables summarize assets and liabilities measured at fair value on a recurring basis, including financial instruments in which the Bancorp has elected the fair value option. Fair Value Measurements Using As of December31, 2009 ($ in millions) Level1 Level2 Level3 TotalFairValue Assets: Available-for-sale securities: U.S. Treasury and Government agencies $458 - - $458 U.S. Government sponsored agencies - 2,142 - 2,142 Obligations of states and political subdivisions - 243 - 243 Agency mortgage-backed securities - 11,382 - 11,382 Residual interests in securitizations - - 174(d) 174 Other bonds, notes and debentures - 2,395 - 2,395 Other securities (a) 517 9 - 526 Available-for-sale securities (a) 975 16,171 174 17,320 Tra

CERTAIN REGULATORY REQUIREMENTS

CERTAIN REGULATORY REQUIREMENTS AND CAPITAL RATIOS
	12 Months Ended Dec. 31, 2009 USD / shares
CERTAIN REGULATORY REQUIREMENTS AND CAPITAL RATIOS	28. CERTAIN REGULATORY REQUIREMENTS AND CAPITAL RATIOS The principal source of income and funds for the Bancorp (parent company) are dividends from its subsidiaries. During 2009, the amount of dividends the bank subsidiaries could pay to the Bancorp without prior approval of regulatory agencies was limited to their 2009 eligible net profits and the adjusted retained 2008 and 2007 net income of those subsidiaries. The Bancorps subsidiary banks must maintain cash reserve balances when total reservable deposit liabilities are greater than the regulatory exemption. These reserve requirements may be satisfied with vault cash and noninterest-bearing cash balances on reserve with a Federal Reserve Bank. In 2009 and 2008, the subsidiary banks were required to maintain average cash reserve balances of $439 million and $403 million, respectively. The FRB adopted guidelines pursuant to which it assesses the adequacy of capital in examining and supervising a bank holding company and in analyzing applications to it under the Bank Holding Company Act of 1956, as amended. These guidelines include quantitative measures that assign risk weightings to assets and off-balance sheet items, as well as define and set minimum regulatory capital requirements. All bank holding companies are required to maintain core capital (Tier I) of at least four percent of risk-weighted assets and off-balance sheet items (Tier I capital ratio), total capital of at least eight percent of risk-weighted assets and off-balance sheet items (Total risk-based capital ratio) and Tier I capital of at least three percent of adjusted quarterly average assets (Tier I leverage ratio). Failure to meet the minimum capital requirements can initiate certain actions by regulators that could have a direct material effect on the Consolidated Financial Statements of the Bancorp. Tier I capital consists principally of shareholders equity including Tier I qualifying trust preferred securities or notes payable pertaining to unconsolidated special purpose entities that issue trust preferred securities. It excludes unrealized gains and losses on available-for-sale securities and unrecognized pension actuarial gains and losses and prior service cost, goodwill and certain other intangibles. Tier II capital consists principally of perpetual and trust preferred stock that is not eligible to be included as Tier I capital, term subordinated debt, intermediate-term preferred stock and, subject to limitations, general allowances for loan and lease losses. Assets are adjusted under the risk-based guidelines to take into account different risk characteristics. Average assets for this purpose does not include goodwill and any other intangible assets and investments that the FRB determines should be deducted from Tier I capital. The supervisory agencies, including the Bancorps primary regulator, the Federal Reserve Bank of Cleveland, have issued regulations regarding the capital adequacy of subsidiary banks. These requirements are substantially similar to those adopted by the FRB regarding bank holding companies, as described previously. In addition, the federal banking agencies have issued substantia

PARENT COMPANY FINANCIAL STATEM

PARENT COMPANY FINANCIAL STATEMENTS
	12 Months Ended Dec. 31, 2009 USD / shares
PARENT COMPANY FINANCIAL STATEMENTS	29. PARENT COMPANY FINANCIAL STATEMENTS ($ in millions) Condensed Statements of Income (Parent Company Only) For the years ended December31 2009 2008 2007 Income Dividends from subsidiaries $- - 900 Interest on loans to subsidiaries 39 80 75 Other - - 9 Total income 39 80 984 Expenses Interest 222 293 162 Goodwill impairment - 57 - Other 20 24 80 Total expenses 242 374 242 Income (Loss) Before Income Taxes and Change in Undistributed Earnings of Subsidiaries (203) (294) 742 Applicable income tax benefit 71 84 58 Income (Loss) Before Change in Undistributed Earnings of Subsidiaries (132) (210) 800 (Decrease) increase in undistributed earnings of subsidiaries 869 (1,903) 276 Net Income (Loss) $737 (2,113) 1,076 Condensed Balance Sheets (Parent Company Only) As of December31 2009 2008 Assets Cash $2 61 Short-term investments 2,350 3,508 Loans to subsidiaries 1,360 1,243 Investment in subsidiaries 16,105 13,453 Goodwill 80 80 Other assets 381 959 Total Assets $ 20,278 19,304 Liabilities Commercial paper and other short-term borrowings $280 783 Accrued expenses and other liabilities 695 119 Long-term debt 5,806 6,325 Total Liabilities 6,781 7,227 Shareholders Equity 13,497 12,077 Total Liabilities and Shareholders Equity $ 20,278 19,304 Condensed Statements of Cash Flows (Parent Company Only) For the years ended December31 2009 2008 2007 Operating Activities Net income (loss) $737 (2,113) 1,076 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Provision (benefit) for deferred income taxes 2 11 (7) Decrease (increase) in other assets 83 (85) (98) Increase in accrued expenses and other liabilities 591 40 132 (Decrease) increase in undistributed earnings of subsidiaries (869) 1,903 (276) Goodwill impairment - 57 - Other, net (6) (5) 46 Net Cash Provided by (Used in) Operating Activities 538 (192) 873 Investing Activities Decrease (increase) in short-term investments 1,158 (2,423) (304) Capital contribution to subsidiaries (1,600) (2,000) - Decrease in held-to-maturity and available-for-sale securities - - 6 Increase in loans to subsidiaries (117) (42) (565) Net cash paid in business combinations - (328) - Net Cash Used in Investing Activities (559) (4,793) (863) Financing Activities (Increase) decrease in other short-term borrowings (503) 763 13 Proceeds from issuance of long-term debt - 2,126 2,135 Repayment of long-term debt (31) (1,714) (209) Payment of cash dividends (2

BUSINESS SEGMENTS

BUSINESS SEGMENTS
	12 Months Ended Dec. 31, 2009 USD / shares
BUSINESS SEGMENTS	30. BUSINESS SEGMENTS The Bancorp reports on four business segments: Commercial Banking, Branch Banking, Consumer Lending and Investment Advisors. Results of the Bancorps business segments are presented based on its management structure and management accounting practices. The structure and accounting practices are specific to the Bancorp; therefore, the financial results of the Bancorps business segments are not necessarily comparable with similar information for other financial institutions. The Bancorp refines its methodologies from time to time as management accounting practices are improved and businesses change. On June30, 2009, the Bancorp completed the Processing Business Sale, which represented the sale of a majority interest in the Bancorps merchant acquiring and financial institutions Processing Businesses. Financial data for the merchant acquiring and financial institutions processing businesses was originally reported in the former Processing Solutions segment through June30, 2009. As a result of the sale, the Bancorp no longer presents Processing Solutions as a segment and therefore, historical financial information for the merchant acquiring and financial institutions Processing Businesses has been reclassified under General Corporate/Other for all periods presented. Interchange revenue previously recorded in the Processing Solutions segment and associated with cards currently included in Branch Banking, is now included in the Branch Banking segment for all periods presented. Additionally, the Bancorp retained its retail credit card and commercial multi-card service businesses, which were also originally reported in the former Processing Solutions segment through June30, 2009, and are now included in the Consumer Lending and Commercial Banking segments, respectively, for all periods presented. Revenue from the remaining ownership interest in the Processing Businesses is recorded in General Corporate and Other as noninterest income. The Bancorp manages interest rate risk centrally at the corporate level by employing an FTP methodology. This methodology insulates the business segments from interest rate volatility, enabling them to focus on serving customers through loan originations and deposit taking. The FTP system assigns charge rates and credit rates to classes of assets and liabilities, respectively, based on expected duration and the LIBOR swap curve. Matching duration allocates interest income and interest expense to each segment so its resulting net interest income is insulated from interest rate risk. In a rising rate environment, the Bancorp benefits from the widening spread between deposit costs and wholesale funding costs. However, the Bancorps FTP system credits this benefit to deposit-providing businesses, such as Branch Banking and Investment Advisors, on a duration-adjusted basis. The net impact of the FTP methodology is captured in General Corporate and Other. Management made changes to the FTP methodology during 2009 to update the calculation of FTP charges and credits to each of the Bancorps business segments. Changes to the FTP methodology were applied retroactively for the year ended 2008 and

Document Information

Document Information
	12 Months Ended Dec. 31, 2009 USD / shares
Document Type	10-K
Amendment Flag	false
Document Period End Date	2009-12-31

Entity Information

Entity Information (USD $)
	12 Months Ended Dec. 31, 2009	Jan. 31, 2010	Jun. 30, 2009
Trading Symbol	FITB
Entity Registrant Name	FIFTH THIRD BANCORP
Entity Central Index Key	0000035527
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		794,915,755
Entity Public Float			$4,912,264,394