Edgar Filing: MB FINANCIAL INC /MD

425

Filed by Fifth Third Bancorp

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: MB Financial, Inc.

SEC File No.: 001-36599

Filer’s SEC File No.: 001-33653

Date: January 22, 2019

LOGO

Fifth Third Announces Fourth Quarter 2018 Results

Diluted earnings per share of $0.64, including a negative $0.05 impact from certain items on page 2


Key Financial Data							Key Highlights^(a)
$ millions for all balance sheet and income statement items
	4Q18		3Q18		4Q17

Income Statement Data^(a)							Strong financial performance and momentum ● NIM^(b) up 19 bps compared to adjusted 4Q17 ● Expenses flat compared to 4Q17 ● Adjusted PPNR^(b) up 14% compared to 4Q17 ● Average loans up 3% compared to 4Q17 ● Average core deposits up 4% compared to 4Q17 Remain on-track to achieve NorthStar targets^(b) ● ROTCE – 14.3% (adjusted 15.4%) ● ROA – 1.25% (adjusted 1.34%) ● Efficiency ratio – 58.8% (adjusted 56.8%) Record 4Q18 business and credit results ● Record corporate banking revenue ● Record middle market & corporate loan originations ● ~20 year low commercial criticized ratio (3.34%) ● ~20 year low NPA ratio (0.41%)
Net income available to common shareholders		$432		$421		$504
Net interest income (U.S. GAAP)		1,081		1,043		956
Net interest income (FTE)^(b)		1,085		1,047		963
Noninterest income		575		563		577
Noninterest expense		977		970		975
Per Share Data^(a)
Earnings per share, basic		$0.65		$0.62		$0.71
Earnings per share, diluted		0.64		0.61		0.70
Book value per share		23.07		21.70		21.43
Tangible book value per share^(b)		19.17		17.94		17.86
Balance Sheet & Credit Quality
Average portfolio loans and leases		$94,757		$93,192		$92,250
Average deposits		107,495		104,666		102,790
Net charge-off ratio^(c)		0.35 %		0.30 %		0.33 %
Nonperforming asset ratio^(d)		0.41		0.48		0.53
Financial Ratios^(a)
Return on average assets		1.25 %		1.22 %		1.48 %
Return on average common equity		11.8		11.4		13.3
Return on average tangible common equity^(b)		14.3		13.8		16.0
CET1 capital^(e)(f)(g)		10.24		10.67		10.61
Net interest margin^(b)		3.29		3.23		3.02
Efficiency^(b)		58.8		60.2		63.3
Other than the Quarterly Financial Review tables beginning on page 14, commentary is on a fully taxable-equivalent (FTE) basis unless otherwise noted. Consistent with SEC guidance in Industry Guide 3 that contemplates the calculation of tax-exempt income on a taxable-equivalent basis, net interest income, net interest margin, net interest rate spread, total revenue and the efficiency ratio are provided on an FTE basis. Effective in the fourth quarter of 2018, Fifth Third retrospectively applied a change in its accounting policy for investments in affordable housing projects that qualify for low-income housing tax credits (LIHTC) to all prior period amounts presented. As a result, prior period financial results may differ compared to previous disclosures. A summary reconciliation of the change is provided on page 30.

CEO Commentary

“Our fourth quarter and full year results were very strong. In 2018, we produced record results, generated profitable relationship growth, benefited from our improved balance sheet resiliency, and diligently managed our expenses while continuing to invest for future growth. We returned $2 billion to our shareholders through repurchases and dividends, including a nearly 40% increase in the dividend by the end of the year, while maintaining very strong capital ratios.”

“We recently received the regulatory non-objection related to our re-submitted capital plan, including the pro forma impact of MB Financial. We remain confident in our ability to achieve the expected financial synergies from the pending acquisition, and we continue to expect the transaction to close in the first quarter of 2019.”

“With the conclusion of Project NorthStar at the end of 2019, the ongoing MB Financial integration efforts, and a clearly-defined set of strategic priorities for the future, we remain very confident in our ability to achieve our long-term financial targets and outperform through the cycle.”

-Greg D. Carmichael, Chairman, President and CEO


Investor contact: Chris Doll (513) 534–2345 \| Media contact: Larry Magnesen (513) 534–8055		January 22, 2019

Effective in the fourth quarter of 2018, Fifth Third retrospectively applied a change in its accounting policy for investments in affordable housing projects that qualify for low-income housing tax credits (LIHTC) to all prior period amounts presented. As a result, prior period financial results may differ compared to previous disclosures. A summary reconciliation of the change is provided on page 30.


Income Statement Highlights
($ in millions, except per share data)	For the Three Months Ended							% Change
	December		September		December
	2018		2018		2017			Seq		Yr/Yr
Condensed Statements of Income^(a)
Net interest income (NII)^(b)		$1,085		$1,047		$963			4%		13%
Provision for loan and lease losses		95		86		67			10%		42%
Noninterest income		575		563		577			2%		-
Noninterest expense		977		970		975			1%		-
Income before income taxes^(b)		$588		$554		$498			6%		18%

Taxable equivalent adjustment		4		4		7			-		(43%)
Applicable income tax expense (benefit)		129		114		(36	)		13%		NM
Net income		$455		$436		$527			4%		(14%)
Less: Net income attributable to noncontrolling interests		-		-		-			NM		NM
Net income attributable to Bancorp		$455		$436		$527			4%		(14%)
Dividends on preferred stock		23		15		23			53%		-
Net income available to common shareholders		$432		$421		$504			3%		(14%)
Earnings per share, diluted		$0.64		$0.61		$0.70			5%		(9%)

Fifth Third Bancorp (Nasdaq: FITB) today reported fourth quarter 2018 net income of $455 million compared to net income of $527 million in the year-ago quarter. Net income available to common shareholders was $432 million, or $0.64 per diluted share, compared to $504 million, or $0.70 per diluted share in the year-ago quarter. Prior quarter net income was $436 million and net income available to common shareholders was $421 million, or $0.61 per diluted share.

Reported full year 2018 net income was $2.2 billion, compared to full year 2017 net income of $2.2 billion. Full year 2018 net income available to common shareholders was $2.1 billion, or $3.06 per diluted share, compared to full year 2017 net income available to common shareholders of $2.1 billion, or $2.81 per diluted share.


Diluted earnings per share impact of certain items
($ in millions, except per share data)

Merger-related expenses, after-tax^(h)			$21
GreenSky equity securities losses, after-tax^(h)			$17
Valuation of Visa total return swap, after-tax^(h)			($6)
After-tax impact^(h)			$32

Average diluted common shares outstanding (thousands)			662,966

Diluted earnings per share impact			$0.05


Net Interest Income
(FTE; $ in millions)^(b)	For the Three Months Ended						% Change
	December		September		December
	2018		2018		2017		Seq		Yr/Yr
Interest Income
Interest income		$1,397		$1,319		$1,151		6%		21%
Interest expense		312		272		188		15%		66%
Net interest income (NII)		$1,085		$1,047		$963		4%		13%

Average Yield/Rate Analysis								bps Change
Yield on interest-earning assets		4.23%		4.07%		3.61%		16		62
Rate paid on interest-bearing liabilities		1.33%		1.20%		0.88%		13		45

Ratios
Net interest rate spread		2.90%		2.87%		2.73%		3		17
Net interest margin		3.29%		3.23%		3.02%		6		27

Compared to the year-ago quarter, NII increased $122 million, or 13 percent, which was impacted by a $27 million remeasurement related to the tax treatment of leveraged leases in the year-ago quarter. Excluding the remeasurement, NII increased $95 million, or 10 percent, reflecting higher short-term market rates and growth in interest-earning assets, partially offset by an increase in funding costs. NIM increased 27 bps, which included an 8 bps impact from the remeasurement in the year-ago quarter. Excluding the remeasurement, NIM increased 19 bps, reflecting higher short-term market rates and growth in interest-earning assets.

Compared to the prior quarter, NII increased $38 million, or 4 percent, reflecting growth in commercial and industrial (C&I) loans, securities portfolio balance growth, and higher short-term market rates. NIM increased 6 bps, primarily driven by higher short-term market rates and growth in C&I loans.


Noninterest Income
($ in millions)	For the Three Months Ended									% Change
	December			September			December
	2018			2018			2017			Seq		Yr/Yr
Noninterest Income
Service charges on deposits		$135			$139			$138			(3%)		(2%)
Corporate banking revenue		130			100			77			30%		69%
Mortgage banking net revenue		54			49			54			10%		-
Wealth and asset management revenue		109			114			106			(4%)		3%
Card and processing revenue		84			82			80			2%		5%
Other noninterest income		93			86			123			8%		(24%)
Securities (losses) gains, net		(32	)		(6	)		1			433%		NM
Securities gains (losses), net - non-qualifying hedges on mortgage servicing rights		2			(1	)		(2	)		NM		NM
Total noninterest income		$575			$563			$577			2%		-

Reported noninterest income was flat from the year-ago quarter, and increased $12 million, or 2 percent, from the prior quarter. The comparisons reflect the impact of certain significant items in the table on page 4.

Compared to the year-ago quarter, service charges on deposits decreased $3 million, or 2 percent. Corporate banking revenue increased $53 million, or 69 percent, which was impacted by a $25 million lease remarketing impairment in the year-ago quarter. Excluding this impact, corporate banking revenue increased $28 million, or 27 percent, primarily driven by strong capital markets revenue led by record M&A advisory fees as well as increased syndication revenues. Mortgage banking net revenue was flat primarily driven by lower negative net valuation adjustments and higher gross mortgage servicing fees, partially offset by lower origination fees and gains on loan sales. Mortgage originations of $1.6 billion decreased 18 percent. Wealth and asset management revenue increased $3 million, or 3 percent, primarily driven by higher personal asset management revenue reflecting positive net inflows. Card and processing revenue increased $4 million, or 5 percent, reflecting increases in credit card spend and debit transaction volumes, partially offset by higher rewards.

Compared to the prior quarter, service charges on deposits decreased $4 million, or 3 percent. Corporate banking revenue increased $30 million, or 30 percent, primarily driven by increases in M&A advisory and syndication revenues. Mortgage banking net revenue increased $5 million, or 10 percent, primarily driven by lower negative net valuation adjustments partially offset by lower origination fees and gains on loan sales. Mortgage originations decreased 16 percent. Wealth and asset management revenue decreased $5 million, or 4 percent, primarily driven by lower institutional trust and brokerage fees. Card and processing revenue increased $2 million, or 2 percent, reflecting increases in credit card spend volumes, partially offset by higher rewards.


Noninterest Income excluding certain items
($ in millions)	For the Three Months Ended									% Change
	December			September			December
	2018			2018			2017			Seq		Yr/Yr
Noninterest Income excluding certain items
Noninterest income (U.S. GAAP)		$575			$563			$577
Valuation of Visa total return swap		(7	)		17			11
GreenSky equity securities losses		21			8			-
Securities losses / (gains), net (excluding GreenSky)		11			(2	)		(1	)
Noninterest income excluding certain items^(b)		$600			$586			$587			2%		2%

Compared to the year-ago quarter, noninterest income excluding the items in the table above increased $13 million, or 2 percent. Compared to the prior quarter, noninterest income excluding these items increased $14 million, or 2 percent.

Other noninterest income on a reported basis in the current and previous quarters was impacted by the Visa total return swap valuation adjustments. Excluding this item, other noninterest income of $86 million decreased $48 million, or 36 percent compared to the year-ago quarter, primarily driven by a decrease in the revenue recognized from Worldpay related to the tax receivable agreement and a decline in equity method earnings from the ownership interest in Worldpay. Compared to the prior quarter, other noninterest income excluding the Visa total return swap valuation adjustments decreased $17 million, or 17 percent, primarily driven by lower private equity investment income, partially offset by the revenue recognized from Worldpay related to the tax receivable agreement.


Noninterest Expense
($ in millions)	For the Three Months Ended						% Change
	December		September		December
	2018		2018		2017		Seq		Yr/Yr
Noninterest Expense^(a)
Compensation and benefits		$506		$503		$500		1%		1%
Net occupancy expense		73		70		74		4%		(1%)
Technology and communications		79		71		68		11%		16%
Equipment expense		31		31		29		-		7%
Card and processing expense		33		31		34		6%		(3%)
Other noninterest expense		255		264		270		(3%)		(6%)
Total noninterest expense		$977		$970		$975		1%		-

Compared to the year-ago quarter, noninterest expense was flat, including merger-related expenses in the current quarter. The merger-related expenses primarily impacted other noninterest expense, with a lesser impact on technology and communication expense. Excluding these expenses in the current quarter, as well as one-time employee bonuses following the recently-enacted tax reform and a Fifth Third Foundation contribution in the year-ago quarter, noninterest expense increased $5 million. Results reflected an increase in compensation and benefits resulting from an increase in incentive based payments from record commercial loan originations and capital markets activities, and continued technology investments, offset by the elimination of the FDIC surcharge.

Compared to the prior quarter, noninterest expense increased $7 million, or 1 percent, reflecting merger-related expenses. Excluding the merger-related expenses in the current quarter, noninterest expense decreased $20 million, or 2 percent, despite elevated incentive based payments reflecting record commercial loan originations and capital markets activities. Results also reflect the elimination of the FDIC surcharge and continued technology investments.


Average Interest-Earning Assets


($ in millions)	For the Three Months Ended						% Change
	December		September		December		Seq		Yr/Yr
	2018		2018		2017		Seq		Yr/Yr
Average Portfolio Loans and Leases
Commercial loans and leases:
Commercial and industrial loans		$43,829		$42,494		$41,438		3%	6%
Commercial mortgage loans		6,864		6,635		6,751		3%	2%
Commercial construction loans		4,885		4,870		4,660		-	5%
Commercial leases		3,632		3,738		4,016		(3%)	(10%)
Total commercial loans and leases		$59,210		$57,737		$56,865		3%	4%
Consumer loans:
Residential mortgage loans		$15,520		$15,598		$15,590		(1%)	-
Home equity		6,438		6,529		7,066		(1%)	(9%)
Automobile loans		8,970		8,969		9,175		-	(2%)
Credit card		2,373		2,299		2,202		3%	8%
Other consumer loans		2,246		2,060		1,352		9%	66%
Total consumer loans		$35,547		$35,455		$35,385		-	-

Portfolio loans and leases		$94,757		$93,192		$92,250		2%	3%
Loans held for sale		641		785		615		(18%)	4%
Securities and other short-term investments		35,674		34,822		33,756		2%	6%
Total average interest-earning assets		$131,072		$128,799		$126,621		2%	4%

Compared to the year-ago quarter, average portfolio loans and leases increased 3 percent, primarily driven by higher C&I and other consumer loans, partially offset by declines in home equity loans and commercial leases. Period end portfolio loans and leases increased 4 percent year-over-year. Compared to the prior quarter, average portfolio loans and leases increased 2 percent, primarily driven by higher C&I and commercial mortgage loans, partially offset by a decline in commercial leases. Period end portfolio loans and leases increased 2 percent from the prior quarter.

Compared to the year-ago quarter, average commercial portfolio loans and leases increased 4 percent, primarily driven by higher C&I loans. Compared to the prior quarter, average commercial portfolio loans and leases increased 3 percent, primarily driven by growth in C&I and commercial mortgage loans. Period end commercial line utilization was 36 percent, compared to 34 percent in the year-ago quarter and 35 percent in the prior quarter.

Compared to the year-ago quarter, average consumer portfolio loans were flat, primarily driven by higher other consumer loans resulting from an increase in unsecured personal loans and growth in credit card loans, offset by declines in home equity and automobile loans. Compared to the prior quarter, average consumer portfolio loans were flat, as higher other consumer loans resulting from an increase in unsecured personal loans and growth in credit card loans were offset by declines in home equity and residential mortgage loans.

Average securities and other short-term investments were $35.7 billion compared to $33.8 billion in the year-ago quarter and $34.8 billion in the prior quarter. Average available-for-sale debt and other securities of $33.4 billion were up 7 percent compared to the year-ago quarter and up 2 percent compared to the prior quarter.

Average Deposits


($ in millions)	For the Three Months Ended						% Change
	December		September		December
	2018		2018		2017		Seq		Yr/Yr
Average Deposits
Demand		$31,571		$32,333		$35,519		(2%)	(11%)
Interest checking		32,428		29,681		26,992		9%	20%
Savings		12,933		13,231		13,593		(2%)	(5%)
Money market		22,517		21,753		20,023		4%	12%
Foreign office⁽ⁱ⁾		272		317		323		(14%)	(16%)
Total transaction deposits		$99,721		$97,315		$96,450		2%	3%
Other time		4,366		4,177		3,792		5%	15%
Total core deposits		$104,087		$101,492		$100,242		3%	4%
Certificates - $100,000 and over		2,662		2,596		2,429		3%	10%
Other deposits		746		578		119		29%	527%
Total average deposits		$107,495		$104,666		$102,790		3%	5%

Compared to the year-ago quarter, average transaction deposits increased 3 percent and core deposits increased 4 percent. Performance was primarily driven by higher commercial interest checking deposits and consumer money market deposits, partially offset by lower commercial demand deposits reflecting continued migration from demand deposits to interest-bearing accounts. Average commercial transaction deposits increased 4 percent and average consumer transaction deposits increased 3 percent.

Compared to the prior quarter, average transaction deposits increased 2 percent and core deposits increased 3 percent. Performance continued to partially reflect migration from demand deposits to interest-bearing accounts. Average commercial transaction deposits increased 5 percent, and average consumer transaction deposits were flat.

Average Wholesale Funding


($ in millions)	For the Three Months Ended						% Change
	December		September		December
	2018		2018		2017		Seq		Yr/Yr
Average Wholesale Funding
Certificates - $100,000 and over		$2,662		$2,596		$2,429		3%		10%
Other deposits		746		578		119		29%		527%
Federal funds purchased		2,254		1,987		602		13%		274%
Other short-term borrowings		578		1,018		2,316		(43%)		(75%)
Long-term debt		14,420		14,434		14,631		-		(1%)
Total average wholesale funding		$20,660		$20,613		$20,097		-		3%

Compared to the year-ago quarter, average wholesale funding increased 3 percent reflecting interest-earning asset growth over the past year. Compared to the prior quarter, average wholesale funding was flat reflecting higher federal funds borrowings, offset by a decline in other short-term borrowings.


Credit Quality Summary


($ in millions)	For the Three Months Ended
	December			September			June			March			December
	2018			2018			2018			2018			2017

Total nonaccrual portfolio loans and leases (NPLs)		$348			$403			$437			$452			$437
Repossessed property		10			8			7			9			9
OREO		37			37			36			43			43
Total nonperforming portfolio assets (NPAs)		$395			$448			$480			$504			$489

NPL ratio^(j)		0.37%			0.43%			0.47%			0.49%			0.48%

NPA ratio^(d)		0.41%			0.48%			0.52%			0.55%			0.53%

Total loans and leases 30-89 days past due (accrual)		297			270			217			299			280

Total loans and leases 90 days past due (accrual)		93			87			89			107			97

Allowance for loan and lease losses, beginning		$1,091			$1,077			$1,138			$1,196			$1,205
Total net losses charged-off		(83	)		(72	)		(94	)		(81	)		(76	)
Provision for loan and lease losses		95			86			33			23			67
Allowance for loan and lease losses, ending		$1,103			$1,091			$1,077			$1,138			$1,196

Reserve for unfunded commitments, beginning		$129			$131			$151			$161			$157
Provision for (benefit from) unfunded commitments		2			(2	)		(20	)		(10	)		4
Reserve for unfunded commitments, ending		$131			$129			$131			$151			$161


Total allowance for credit losses		$1,234			$1,220			$1,208			$1,289			$1,357

Allowance for loan and lease losses ratios

As a percent of portfolio loans and leases		1.16%			1.17%			1.17%			1.24%			1.30%

As a percent of nonperforming portfolio loans and leases		317%			270%			247%			252%			274%

As a percent of nonperforming portfolio assets		279%			243%			224%			226%			245%

Total losses charged-off		$(116)			$(112)			$(118)			$(103)			$(94)
Total recoveries of losses previously charged-off		33			40			24			22			18
Total net losses charged-off		$(83)			$(72)			$(94)			$(81)			$(76)

Net charge-off ratio (NCO ratio)^(c)		0.35%			0.30%			0.41%			0.36%			0.33%
Commercial NCO ratio		0.19%			0.19%			0.34%			0.21%			0.22%
Consumer NCO ratio		0.61%			0.50%			0.52%			0.60%			0.51%

Compared to the year-ago quarter, NPLs decreased $89 million, or 20 percent, with the resulting NPL ratio of 0.37 percent decreasing 11 bps. NPAs decreased $94 million, or 19 percent, with the resulting NPA ratio of 0.41 percent decreasing 12 bps. Compared to the prior quarter, NPLs decreased $55 million, or 14 percent, with the resulting NPL ratio decreasing 6 bps. NPAs decreased $53 million, or 12 percent, with the resulting NPA ratio decreasing 7 bps.

The provision for loan and lease losses totaled $95 million in the current quarter compared to $67 million in the year-ago quarter and $86 million in the prior quarter. The resulting allowance for loan and lease loss ratio represented 1.16 percent of total portfolio loans and leases outstanding in the current quarter, compared with 1.30 percent in the year-ago quarter and 1.17 in the prior quarter. The allowance for loan and lease losses represented 317 percent of nonperforming loans and leases and 279 percent of nonperforming assets in the current quarter.

Net charge-offs totaled $83 million in the current quarter compared to $76 million in the year-ago quarter and $72 million in the prior quarter. The resulting NCO ratio of 0.35 percent in the current quarter increased 2 bps compared to the year-ago quarter and increased 5 bps compared to the prior quarter.


Capital and Liquidity Position


	For the Three Months Ended
	December		September		June		March		December
	2018		2018		2018		2018		2017
Capital Position^(a)
Average total Bancorp shareholders’ equity as a percent of average assets		10.95%		11.29%		11.28%		11.41%		11.58%
Tangible equity^(b)		9.63%		9.97%		10.19%		9.98%		9.79%
Tangible common equity (excluding unrealized gains/losses)^(b)		8.71%		9.02%		9.23%		9.03%		8.83%
Tangible common equity (including unrealized gains/losses)^(b)		8.64%		8.53%		8.88%		8.78%		8.88%

Regulatory Capital and Liquidity Ratios^(g)
CET1 capital^(e)(f)		10.24%		10.67%		10.91%		10.82%		10.61%
Tier I risk-based capital^(e)(f)		11.32%		11.78%		12.02%		11.95%		11.74%
Total risk-based capital^(e)(f)		14.48%		14.94%		15.21%		15.25%		15.16%
Tier I leverage^(f)		9.72%		10.10%		10.24%		10.11%		10.01%
Modified liquidity coverage ratio (LCR)		128%		119%		116%		113%		129%

Capital ratios remained strong during the quarter. The CET1 capital ratio was 10.24 percent, the tangible common equity to tangible assets ratio was 8.71 percent (excluding unrealized gains/losses), and 8.64 percent (including unrealized gains/losses). The Tier I risk-based capital ratio was 11.32 percent, the Total risk-based capital ratio was 14.48 percent, and the Tier I leverage ratio was 9.72 percent. Current period capital ratios were impacted by the accounting policy change related to investments in affordable housing projects that qualify for the LIHTC. The change in accounting policy reduced the current CET1 capital ratio by approximately 11 basis points.

During the fourth quarter of 2018, Fifth Third entered into open market repurchase transactions of 14.9 million shares, or approximately $400 million, of its outstanding common stock, which settled between October 26, 2018, and November 14, 2018.

Tax Rate

The effective tax rate was 22.4 percent compared with negative 7.5 percent in the year-ago quarter and 20.7 percent in the prior quarter. The effective tax rates in all periods were impacted by the decision to retrospectively apply a change in accounting policy for investments in affordable housing projects that qualify for the LIHTC.

Other

Fifth Third announced on December 28, 2018, that the Board of Governors of the Federal Reserve System (“the Federal Reserve”) did not object to Fifth Third’s Resubmitted Capital Plan for potential capital actions through June 30, 2019.

The capital actions in Fifth Third’s Resubmitted Capital Plan through June 30, 2019 remain unchanged compared to the originally submitted 2018 CCAR plan. The timing and amount of this activity is subject to market conditions and applicable securities laws. Through December 2018, Fifth Third has executed approximately $900 million of $1.81 billion in share repurchases authorized under the 2018 CCAR process. Additionally, Fifth Third continues to have the authorization to increase the common dividend to $0.24 beginning the second quarter of 2019.

The pending acquisition of MB Financial, Inc. is expected to close in the first quarter of 2019, subject to regulatory approvals and other customary closing conditions.

As of December 31, 2018, Fifth Third Bank owned approximately 10.3 million units representing a 3.3 percent interest in Worldpay Holding, LLC, convertible into shares of Worldpay, Inc., a publicly traded firm. Based upon Worldpay’s closing price of $76.43 on December 31, 2018, Fifth Third’s interest in Worldpay was valued at approximately $780 million. The difference between the market value and the book value of Fifth Third’s interest in Worldpay’s shares is not recognized in Fifth Third’s equity or capital.

Conference Call

Fifth Third will host a conference call to discuss these financial results at 9:00 a.m. (Eastern Time) today. This conference call will be webcast live and may be accessed through the Fifth Third Investor Relations website at www.53.com (click on “About Us” then “Investor Relations”).

Those unable to listen to the live webcast may access a webcast replay through the Fifth Third Investor Relations website at the same web address. Additionally, a telephone replay of the conference call will be available after the conference call until approximately February 5, 2019 by dialing 800-585-8367 for domestic access or 404-537-3406 for international access (passcode 4692779#).

Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of December 31, 2018, the Company had $146 billion in assets and operates 1,121 full-service Banking Centers, and 2,419 Fifth Third branded ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North Carolina. In total, Fifth Third provides its customers with access to approximately 52,000 fee-free ATMs across the United States. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Wealth & Asset Management. As of December 31, 2018, Fifth Third also had a 3.3% interest in Worldpay Holding, LLC, a subsidiary of Worldpay, Inc. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2018, had $356 billion in assets under care, of which it managed $37 billion for individuals, corporations and not-for-profit organizations through its Trust and Registered Investment Advisory businesses. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® Global Select Market under the symbol “FITB.”

Earnings Release End Notes

(a)

Effective in the fourth quarter of 2018, Fifth Third retrospectively applied a change in its accounting policy for investments in affordable housing projects that qualify for low-income housing tax credits (LIHTC) to all prior period amounts presented. As a result, prior period financial results may differ compared to previous disclosures. A summary reconciliation of the change is provided on page 30.

(b)

Non-GAAP measure; see discussion of non-GAAP and Reg. G reconciliation beginning on page 26.

(c)

Net losses charged-off as a percent of average portfolio loans and leases.

(d)

Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO.

(e)

Under the U.S. banking agencies’ Basel III Final Rule, assets and credit equivalent amounts of off-balance sheet exposures are calculated according to the standardized approach for risk-weighted assets. The resulting values are added together resulting in the Bancorp’s total risk-weighted assets.

(f)

Effective in the fourth quarter of 2018, Fifth Third retrospectively applied a change in its accounting policy for investments in affordable housing projects that qualify for low-income housing tax credits (LIHTC). Prior period regulatory capital ratios reflect amounts filed on the Bancorp’s FR Y-9C filings and were not required to be restated as a result.

(g)

Current period regulatory capital and liquidity ratios are estimated.

(h)

Assumes a 21% tax rate.

(i)

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

(j)

Nonperforming portfolio loans and leases as a percent of portfolio loans and leases and OREO.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger, Fifth Third Bancorp has filed with the SEC a Registration Statement on Form S-4 that includes the Proxy Statement of MB Financial, Inc. and a Prospectus of Fifth Third Bancorp, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Fifth Third Bancorp and MB Financial, Inc., may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from Fifth Third Bancorp at ir.53.com or from MB Financial, Inc. by accessing MB Financial, Inc.’s website at investor.mbfinancial.com.

Copies of the Proxy Statement/Prospectus can also be obtained, free of charge, by directing a request to Fifth Third Investor Relations at Fifth Third Investor Relations, MD 1090QC, 38 Fountain Square Plaza, Cincinnati, OH 45263, by calling (866) 670-0468, or by sending an e-mail to ir@53.com or to MB Financial, Attention: Corporate Secretary, at 6111 North River Road, Rosemont, Illinois 60018, by calling (847) 653-1992 or by sending an e-mail to dkoros@mbfinancial.com.

Fifth Third Bancorp and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of MB Financial, Inc. in respect of the transaction described in the Proxy Statement/Prospectus. Information regarding Fifth Third Bancorp’s directors and executive officers is contained in Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2017 and its Proxy Statement on Schedule 14A, dated March 6, 2018, which are filed with the SEC. Information regarding MB Financial, Inc.’s directors and executive officers is contained in its Proxy Statement on Schedule 14A filed with the SEC on April 3, 2018. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger. Free copies of this document may be obtained as described in the preceding paragraph.

FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Fifth Third Bancorp’s and MB Financial, Inc.’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible” or “potential,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made and we assume no duty to update forward-looking statements. Actual results may differ materially from current projections.

In addition to factors previously disclosed in Fifth Third Bancorp’s and MB Financial, Inc.’s reports filed with or furnished to the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the ability to obtain regulatory approvals and meet other closing conditions to the merger, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing the merger; difficulties and delays in integrating the businesses of MB Financial, Inc. or fully realizing cost savings and other benefits; business disruption following the merger; changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of Fifth Third Bancorp’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

# # #

LOGO

Quarterly Financial Review for December 31, 2018

Table of Contents



Financial Highlights			14-15
Consolidated Statements of Income			16
Consolidated Balance Sheets			17-18
Consolidated Statements of Changes in Equity			19
Average Balance Sheet and Yield/Rate Analysis			20-21
Summary of Loans and Leases			22
Regulatory Capital			23
Summary of Credit Loss Experience			24
Asset Quality			25
Regulation G Non-GAAP Reconciliation			26-28
Segment Presentation			29
Restatement of Prior Periods for LIHTC			30


Fifth Third Bancorp and Subsidiaries
Financial Highlights							% / bps								% / bps
$ in millions, except per share data	For the Three Months Ended						Change				Year to Date				Change
(unaudited)	December		September		December						December		December
	2018		2018		2017		Seq		Yr/Yr		2018		2017		Yr/Yr
Income Statement Data^(a)
Net interest income		$1,081		$1,043		$956		4%		13%		$4,140		$3,798		9%
Net interest income (FTE)^(b)		1,085		1,047		963		4%		13%		4,156		3,824		9%
Noninterest income		575		563		577		2%		-		2,790		3,224		(13%)
Total revenue (FTE)		1,660		1,610		1,540		3%		8%		6,946		7,048		(1%)
Provision for loan and lease losses		95		86		67		10%		42%		237		261		(9%)
Noninterest expense		977		970		975		1%		-		3,928		3,782		4%
Net income attributable to Bancorp		455		436		527		4%		(14%)		2,193		2,180		1%
Net income available to common shareholders		432		421		504		3%		(14%)		2,118		2,105		1%
Earnings Per Share Data^(a)
Net income allocated to common shareholders		$427		$417		$499		2%		(14%)		$2,094		$2,082		1%
Average common shares outstanding (in thousands):
Basic		653,062		667,624		703,372		(2%)		(7%)		673,346		728,289		(8%)
Diluted		662,966		679,199		716,908		(2%)		(8%)		685,488		740,691		(7%)
Earnings per share, basic		$0.65		$0.62		$0.71		5%		(8%)		$3.11		$2.86		9%
Earnings per share, diluted		0.64		0.61		0.70		5%		(9%)		3.06		2.81		9%
Common Share Data^(a)
Cash dividends per common share		$0.22		$0.18		$0.16		22%		38%		$0.74		$0.60		23%
Book value per share		23.07		21.70		21.43		6%		8%		23.07		21.43		8%
Market price per share		23.53		27.92		30.34		(16%)		(22%)		23.53		30.34		(22%)
Common shares outstanding (in thousands)		646,631		661,373		693,805		(2%)		(7%)		646,631		693,805		(7%)
Market capitalization		$15,215		$18,466		$21,050		(18%)		(28%)		$15,215		$21,050		(28%)
Financial Ratios^(a)
Return on average assets		1.25%		1.22%		1.48%		3		(23)		1.54%		1.55%		(1	)
Return on average common equity		11.8%		11.4%		13.3%		40		(150)		14.5%		13.9%		60
Return on average tangible common equity^(b)		14.3%		13.8%		16.0%		50		(170)		17.5%		16.6%		90
Noninterest income as a percent of total revenue^(b)		35%		35%		37%		-		(200)		40%		46%		(600	)
Dividend payout		33.8%		29.0%		22.5%		480		1,130		23.8%		21.0%		280
Average total Bancorp shareholders’ equity as a percent of average assets		10.95%		11.29%		11.58%		(34)		(63)		11.23%		11.69%		(46	)
Tangible common equity^(b)		8.71%		9.02%		8.83%		(31)		(13)		8.71%		8.83%		(13	)
Net interest margin (FTE)^(b)		3.29%		3.23%		3.02%		6		27		3.22%		3.03%		19
Efficiency (FTE)^(b)		58.8%		60.2%		63.3%		(140)		(450)		56.5%		53.7%		280
Effective tax rate		22.4%		20.7%		(7.5%)		170		NM		20.7%		26.8%		(610	)
Credit Quality
Net losses charged-off		$83		$72		$76		15%		9%		$329		$298		10%
Net losses charged-off as a percent of average portfolio loans and leases		0.35%		0.30%		0.33%		5		2		0.35%		0.32%		3
ALLL as a percent of portfolio loans and leases		1.16%		1.17%		1.30%		(1)		(14)		1.16%		1.30%		(14	)
Allowance for credit losses as a percent of portfolio loans and leases⁽ⁱ⁾		1.30%		1.31%		1.48%		(1)		(18)		1.30%		1.48%		(18	)
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO		0.41%		0.48%		0.53%		(7)		(12)		0.41%		0.53%		(12	)
Average Balances^{^(a)}
Loans and leases, including held for sale		$95,398		$93,977		$92,865		2%		3%		$93,876		$92,731		1%
Securities and other short-term investments		35,674		34,822		33,756		2%		6%		35,029		33,562		4%
Assets		144,185		141,654		140,943		2%		2%		142,183		140,527		1%
Transaction deposits^(c)		99,721		97,315		96,450		2%		3%		97,914		96,052		2%
Core deposits^(d)		104,087		101,492		100,242		3%		4%		102,020		99,823		2%
Wholesale funding^(e)		20,660		20,613		20,097		-		3%		20,573		20,360		1%
Bancorp shareholders’ equity		15,794		15,994		16,328		(1%)		(3%)		15,970		16,424		(3%)
Regulatory Capital and Liquidity Ratios^(f)
CET1 capital^(g) (h)		10.24%		10.67%		10.61%		(43)		(37)		10.24%		10.61%		(37)
Tier I risk-based capital^(g) (h)		11.32%		11.78%		11.74%		(46)		(42)		11.32%		11.74%		(42)
Total risk-based capital^{(g) (h)}		14.48%		14.94%		15.16%		(46)		(68)		14.48%		15.16%		(68)
Tier I leverage^(h)		9.72%		10.10%		10.01%		(38)		(29)		9.72%		10.01%		(29)
Modified liquidity coverage ratio (LCR)		128%		119%		129%		8%		(1%)		128%		129%		(1%)
Operations
Banking centers		1,121		1,152		1,154		(3%)		(3%)		1,121		1,154		(3%)
ATMs		2,419		2,443		2,469		(1%)		(2%)		2,419		2,469		(2%)
Full-time equivalent employees		17,437		17,512		18,125		-		(4%)		17,437		18,125		(4%)

(a)

(b)

Non-GAAP measure; see discussion of non-GAAP and Reg. G reconciliation beginning on page 26.

(c)

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

(d)

Includes transaction deposits plus other time deposits.

(e)

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

(f)

Current period regulatory capital and liquidity ratios are estimates.

(g)

(h)

Prior period regulatory capital ratios reflect amounts filed on the Bancorp’s FR Y-9C filings and were not required to be restated as a result of the Bancorp’s change in accounting for low-income housing tax credits (LIHTC).

(i)

The allowance for credit losses is the sum of the ALLL and the reserve for unfunded commitments.


Fifth Third Bancorp and Subsidiaries
Financial Highlights
$ in millions, except per share data	For the Three Months Ended
(unaudited)	December		September		June		March		December
	2018		2018		2018		2018		2017
Income Statement Data^(a)
Net interest income		$1,081		$1,043		$1,020		$996		$956
Net interest income (FTE)^(b)		1,085		1,047		1,024		999		963
Noninterest income		575		563		743		909		577
Total revenue (FTE)		1,660		1,610		1,767		1,908		1,540
Provision for loan and lease losses		95		86		33		23		67
Noninterest expense		977		970		982		1,000		975
Net income attributable to Bancorp		455		436		602		701		527
Net income available to common shareholders		432		421		579		686		504

Earnings Per Share Data^(a)
Net income allocated to common shareholders		$427		$417		$573		$678		$499
Average common shares outstanding (in thousands):
Basic		653,062		667,624		683,345		689,820		703,372
Diluted		662,966		679,199		696,210		704,101		716,908
Earnings per share, basic		$0.65		$0.62		$0.84		$0.98		0.71
Earnings per share, diluted		0.64		0.61		0.82		0.96		0.70

Common Share Data^(a)
Cash dividends per common share		$0.22		$0.18		$0.18		$0.16		$0.16
Book value per share		23.07		21.70		21.75		21.44		21.43
Market value per share		23.53		27.92		28.70		31.75		30.34
Common shares outstanding (in thousands)		646,631		661,373		678,162		684,942		693,805
Market capitalization		$15,215		$18,466		$19,463		$21,747		$21,050

Financial Ratios^(a)
Return on average assets		1.25%		1.22%		1.71%		2.01%		1.48%
Return on average common equity		11.8%		11.4%		15.9%		18.8%		13.3%
Return on average tangible common equity^(b)		14.3%		13.8%		19.2%		22.6%		16.0%
Noninterest income as a percent of total revenue^(b)		35%		35%		42%		48%		37%
Dividend payout		33.8%		29.0%		21.4%		16.3%		22.5%
Average total Bancorp shareholders’ equity as a percent of average assets		10.95%		11.29%		11.28%		11.41%		11.58%
Tangible common equity^(b)		8.71%		9.02%		9.23%		9.03%		8.83%
Net interest margin (FTE)^(b)		3.29%		3.23%		3.21%		3.18%		3.02%
Efficiency (FTE)^(b)		58.8%		60.2%		55.5%		52.4%		63.3%
Effective tax rate		22.4%		20.7%		19.6%		20.5%		(7.5%)

Credit Quality
Net losses charged-off		$83		$72		$94		$81		$76
Net losses charged-off as a percent of average portfolio loans and leases		0.35%		0.30%		0.41%		0.36%		0.33%
ALLL as a percent of portfolio loans and leases		1.16%		1.17%		1.17%		1.24%		1.30%
Allowance for credit losses as a percent of portfolio loans and leases⁽ⁱ⁾		1.30%		1.31%		1.31%		1.40%		1.48%
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO		0.41%		0.48%		0.52%		0.55%		0.53%

Average Balances^(a)
Loans and leases, including held for sale		$95,398		$93,977		$93,232		$92,869		$92,865
Securities and other short-term investments		35,674		34,822		34,935		34,677		33,756
Assets		144,185		141,654		141,420		141,450		140,943
Transaction deposits^(c)		99,721		97,315		97,574		97,018		96,450
Core deposits^(d)		104,087		101,492		101,592		100,874		100,242
Wholesale funding^(e)		20,660		20,613		20,464		20,558		20,097
Bancorp shareholders’ equity		15,794		15,994		15,947		16,146		16,328

Regulatory Capital and Liquidity Ratios^(f)
CET1 capital^(g) (h)		10.24%		10.67%		10.91%		10.82%		10.61%
Tier I risk-based capital^(g) (h)		11.32%		11.78%		12.02%		11.95%		11.74%
Total risk-based capital^(g) (h)		14.48%		14.94%		15.21%		15.25%		15.16%
Tier I leverage^(h)		9.72%		10.10%		10.24%		10.11%		10.01%
Modified liquidity coverage ratio (LCR)		128%		119%		116%		113%		129%

Operations
Banking centers		1,121		1,152		1,158		1,153		1,154
ATMs		2,419		2,443		2,458		2,459		2,469
Full-time equivalent employees		17,437		17,512		18,163		18,344		18,125

(a)

(b)

Non-GAAP measure; see discussion of non-GAAP and Reg. G reconciliation beginning on page 26.

(c)

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

(d)

Includes transaction deposits plus other time deposits.

(e)

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

(f)

Current period regulatory capital and liquidity ratios are estimates.

(g)

(h)

(i)

The allowance for credit losses is the sum of the ALLL and the reserve for unfunded commitments.


Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Income^(a)
$ in millions	For the Three Months Ended									% Change				Year to Date					% Change
(unaudited)	December			September			December							December			December
	2018			2018			2017			Seq		Yr/Yr		2018			2017		Yr/Yr
Interest Income
Interest and fees on loans and leases		$1,104			$1,040			$883			6%		25%		$4,078			$3,478		17%
Interest on securities		282			269			256			5%		10%		1,080			996		8%
Interest on other short-term investments		7			6			5			17%		40%		25			15		67%
Total interest income		1,393			1,315			1,144			6%		22%		5,183			4,489		15%

Interest Expense
Interest on deposits		179			144			80			24%		124%		538			277		94%
Interest on federal funds purchased		13			10			2			30%		550%		30			6		400%
Interest on other short-term borrowings		4			6			6			(33%)		(33%)		29			30		(3%)
Interest on long-term debt		116			112			100			4%		16%		446			378		18%
Total interest expense		312			272			188			15%		66%		1,043			691		51%

Net Interest Income		1,081			1,043			956			4%		13%		4,140			3,798		9%

Provision for loan and lease losses		95			86			67			10%		42%		237			261		(9%)
Net Interest Income After Provision for Loan and Lease Losses		986			957			889			3%		11%		3,903			3,537		10%

Noninterest Income
Service charges on deposits		135			139			138			(3%)		(2%)		549			554		(1%)
Corporate banking revenue		130			100			77			30%		69%		438			353		24%
Mortgage banking net revenue		54			49			54			10%		-		212			224		(5%)
Wealth and asset management revenue		109			114			106			(4%)		3%		444			419		6%
Card and processing revenue		84			82			80			2%		5%		329			313		5%
Other noninterest income		93			86			123			8%		(24%)		887			1,357		(35%)
Securities (losses) gains, net		(32	)		(6	)		1			433%		NM		(54	)		2		NM
Securities gains (losses), net - non-qualifying hedges on mortgage servicing rights		2			(1	)		(2	)		NM		NM		(15	)		2		NM
Total noninterest income		575			563			577			2%		-		2,790			3,224		(13%)

Noninterest Expense
Compensation and benefits		506			503			500			1%		1%		2,115			1,989		6%
Net occupancy expense		73			70			74			4%		(1%)		292			295		(1%)
Technology and communications		79			71			68			11%		16%		285			245		16%
Equipment expense		31			31			29			-		7%		123			117		5%
Card and processing expense		33			31			34			6%		(3%)		123			129		(5%)
Other noninterest expense		255			264			270			(3%)		(6%)		990			1,007		(2%)
Total noninterest expense		977			970			975			1%		-		3,928			3,782		4%
Income Before Income Taxes		584			550			491			6%		19%		2,765			2,979		(7%)
Applicable income tax expense (benefit)		129			114			(36	)		13%		NM		572			799		(28%)
Net Income		455			436			527			4%		(14%)		2,193			2,180		1%
Less: Net income attributable to noncontrolling interests		-			-			-			NM		NM		-			-		NM
Net Income Attributable to Bancorp		455			436			527			4%		(14%)		2,193			2,180		1%
Dividends on preferred stock		23			15			23			53%		-		75			75		-
Net Income Available to Common Shareholders		$432			$421			$504			3%		(14%)		$2,118			$2,105		1%

(a)


Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets^(a)
$ in millions, except per share data	As of									% Change
(unaudited)	December			September			December
	2018			2018			2017			Seq		Yr/Yr
Assets
Cash and due from banks		$2,681			$2,100			$2,514			28%		7%
Other short-term investments		1,825			1,429			2,753			28%		(34%)
Available-for-sale debt and other securities^(b)		32,830			31,808			31,751			3%		3%
Held-to-maturity securities^(c)		18			18			24			-		(25%)
Trading debt securities		287			269			492			7%		(42%)
Equity securities		452			500			439			(10%)		3%
Loans and leases held for sale		607			663			492			(8%)		23%
Portfolio loans and leases:
Commercial and industrial loans		44,340			42,631			41,170			4%		8%
Commercial mortgage loans		6,974			6,695			6,604			4%		6%
Commercial construction loans		4,657			4,892			4,553			(5%)		2%
Commercial leases		3,600			3,697			4,068			(3%)		(12%)
Residential mortgage loans		15,504			15,585			15,591			(1%)		(1%)
Home equity		6,402			6,485			7,014			(1%)		(9%)
Automobile loans		8,976			9,002			9,112			-		(1%)
Credit card		2,470			2,325			2,299			6%		7%
Other consumer loans		2,342			2,131			1,559			10%		50%
Portfolio loans and leases		95,265			93,443			91,970			2%		4%
Allowance for loan and lease losses		(1,103	)		(1,091	)		(1,196	)		1%		(8%)
Portfolio loans and leases, net		94,162			92,352			90,774			2%		4%
Bank premises and equipment		1,861			1,896			2,003			(2%)		(7%)
Operating lease equipment		518			546			646			(5%)		(20%)
Goodwill		2,478			2,462			2,445			1%		1%
Intangible assets		40			28			27			43%		48%
Servicing rights		938			1,010			858			(7%)		9%
Other assets		7,372			6,509			6,863			13%		7%
Total Assets		$146,069			$141,590			$142,081			3%		3%

Liabilities
Deposits:
Demand		$32,116			$31,803			$35,276			1%		(9%)
Interest checking		34,058			30,288			27,703			12%		23%
Savings		12,907			13,027			13,425			(1%)		(4%)
Money market		22,597			21,977			20,097			3%		12%
Foreign office		240			298			484			(19%)		(50%)
Other time		4,490			4,249			3,775			6%		19%
Certificates $100,000 and over		2,427			2,700			2,402			(10%)		1%
Other deposits		-			-			-			NM		NM
Total deposits		108,835			104,342			103,162			4%		5%
Federal funds purchased		1,925			2,316			174			(17%)		NM
Other short-term borrowings		573			1,114			4,012			(49%)		(86%)
Accrued taxes, interest and expenses		1,562			1,209			1,465			29%		7%
Other liabilities		2,498			2,448			2,144			2%		17%
Long-term debt		14,426			14,460			14,904			-		(3%)
Total Liabilities		129,819			125,889			125,861			3%		3%
Equity
Common stock^(d)		2,051			2,051			2,051			-		-
Preferred stock		1,331			1,331			1,331			-		-
Capital surplus		2,873			2,856			2,790			1%		3%
Retained earnings		16,578			16,291			14,957			2%		11%
Accumulated other comprehensive (loss) income		(112	)		(775	)		73			(86%)		NM
Treasury stock		(6,471	)		(6,073	)		(5,002	)		7%		29%
Total Bancorp shareholders’ equity		16,250			15,681			16,200			4%		-
Noncontrolling interests		-			20			20			(100%)		(100%)
Total Equity		16,250			15,701			16,220			3%		-
Total Liabilities and Equity		$146,069			$141,590			$142,081			3%		3%

(a)

(b) Amortized cost

$33,128

$32,707

$31,577

(c) Market values

(25%)

(d) Common shares, stated value $2.22 per share (in thousands):

Authorized

2,000,000

Outstanding, excluding treasury

646,631

661,373

693,805

(2%)

(7%)

Treasury

277,262

262,520

230,088

21%


Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets^(a)
$ in millions, except per share data	As of
(unaudited)	December			September			June			March			December
	2018			2018			2018			2018			2017
Assets
Cash and due from banks		$2,681			$2,100			$2,052			$2,038			$2,514
Other short-term investments		1,825			1,429			1,636			1,747			2,753
Available-for-sale debt and other securities^(b)		32,830			31,808			31,961			31,819			31,751
Held-to-maturity securities^(c)		18			18			19			23			24
Trading debt securities		287			269			280			571			492
Equity securities		452			500			475			418			439
Loans and leases held for sale		607			663			783			717			492
Portfolio loans and leases:
Commercial and industrial loans		44,340			42,631			41,403			41,635			41,170
Commercial mortgage loans		6,974			6,695			6,625			6,509			6,604
Commercial construction loans		4,657			4,892			4,687			4,766			4,553
Commercial leases		3,600			3,697			3,788			3,919			4,068
Residential mortgage loans		15,504			15,585			15,640			15,563			15,591
Home equity		6,402			6,485			6,599			6,757			7,014
Automobile loans		8,976			9,002			8,938			9,018			9,112
Credit card		2,470			2,325			2,270			2,188			2,299
Other consumer loans		2,342			2,131			1,982			1,615			1,559
Portfolio loans and leases		95,265			93,443			91,932			91,970			91,970
Allowance for loan and lease losses		(1,103	)		(1,091	)		(1,077	)		(1,138	)		(1,196	)
Portfolio loans and leases, net		94,162			92,352			90,855			90,832			90,774
Bank premises and equipment		1,861			1,896			1,915			1,966			2,003
Operating lease equipment		518			546			606			625			646
Goodwill		2,478			2,462			2,462			2,462			2,445
Intangible assets		40			28			30			30			27
Servicing rights		938			1,010			959			926			858
Other assets		7,372			6,509			6,562			7,209			6,863
Total Assets		$146,069			$141,590			$140,595			$141,383			$142,081

Liabilities
Deposits:
Demand		$32,116			$31,803			$32,680			$34,066			$35,276
Interest checking		34,058			30,288			29,452			29,627			27,703
Savings		12,907			13,027			13,455			13,751			13,425
Money market		22,597			21,977			21,593			21,540			20,097
Foreign office		240			298			336			374			484
Other time		4,490			4,249			4,058			3,945			3,775
Certificates $100,000 and over		2,427			2,700			2,557			2,042			2,402
Other deposits		-			-			-			116			-
Total deposits		108,835			104,342			104,131			105,461			103,162
Federal funds purchased		1,925			2,316			597			178			174
Other short-term borrowings		573			1,114			1,763			1,335			4,012
Accrued taxes, interest and expenses		1,562			1,209			1,258			1,155			1,465
Other liabilities		2,498			2,448			2,425			2,418			2,144
Long-term debt		14,426			14,460			14,321			14,800			14,904
Total Liabilities		129,819			125,889			124,495			125,347			125,861
Equity
Common stock^(d)		2,051			2,051			2,051			2,051			2,051
Preferred stock		1,331			1,331			1,331			1,331			1,331
Capital surplus		2,873			2,856			2,833			2,828			2,790
Retained earnings		16,578			16,291			15,991			15,539			14,957
Accumulated other comprehensive (loss) income		(112	)		(775	)		(552	)		(389	)		73
Treasury stock		(6,471	)		(6,073	)		(5,574	)		(5,344	)		(5,002	)
Total Bancorp shareholders’ equity		16,250			15,681			16,080			16,016			16,200
Noncontrolling interests		-			20			20			20			20
Total Equity		16,250			15,701			16,100			16,036			16,220
Total Liabilities and Equity		$146,069			$141,590			$140,595			$141,383			$142,081

(a)

(b) Amortized cost

33,128

32,707

32,589

32,230

31,577

(c) Market values

(d) Common shares, stated value $2.22 per share (in thousands):

Authorized

2,000,000

Outstanding, excluding treasury

646,631

661,373

678,162

684,942

693,805

Treasury

277,262

262,520

245,731

238,951

230,088


Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Changes in Equity^(a)
$ in millions	For the Three Months Ended						Year to Date
(unaudited)	December			December			December			December
	2018			2017			2018			2017
Total Equity, Beginning		$15,701			$16,197			$16,220			$16,081
Net income attributable to Bancorp		455			527			2,193			2,180
Other comprehensive income, net of tax:
Change in unrealized (losses) gains:
Available-for-sale securities		465			(107	)		(362	)		25
Qualifying cash flow hedges		193			(10	)		171			(19	)
Change in accumulated other comprehensive income related to employee benefit plans		5			5			8			8
Comprehensive income		1,118			415			2,010			2,194
Cash dividends declared:
Common stock		(144	)		(112	)		(499	)		(436	)
Preferred stock		(23	)		(23	)		(75	)		(75	)
Impact of stock transactions under stock compensation plans, net		20			16			65			67
Shares acquired for treasury		(400	)		(273	)		(1,453	)		(1,605	)
Noncontrolling interest		(20	)		-			(20	)		(7	)
Other		(2	)		-			(2	)		1
Impact of cumulative effect of change in account principles		-			-			4			-
Total Equity, Ending		$16,250			$16,220			$16,250			$16,220

(a)


Fifth Third Bancorp and Subsidiaries
Average Balance Sheet and Yield/Rate Analysis^(a)
$ in millions	For the Three Months Ended									% Change						Year to Date						% Change
(unaudited)	December			September			December									December			December
	2018			2018			2017			Seq			Yr/Yr			2018			2017			Yr/Yr
Assets
Interest-earning assets:
Commercial and industrial loans		$43,911			$42,614			$41,455			3%			6%			$42,668			$41,577			3%
Commercial mortgage loans		6,868			6,664			6,757			3%			2%			6,661			6,844			(3%)
Commercial construction loans		4,885			4,870			4,660			-			5%			4,793			4,374			10%
Commercial leases		3,633			3,746			4,018			(3%)			(10%)			3,795			4,011			(5%)
Residential mortgage loans		16,074			16,226			16,178			(1%)			(1%)			16,150			16,053			1%
Home equity		6,438			6,529			7,066			(1%)			(9%)			6,631			7,308			(9%)
Automobile loans		8,970			8,969			9,175			-			(2%)			8,993			9,407			(4%)
Credit card		2,373			2,299			2,202			3%			8%			2,280			2,141			6%
Other consumer loans		2,246			2,060			1,354			9%			66%			1,905			1,016			88%
Taxable securities		34,126			33,301			32,222			2%			6%			33,487			32,106			4%
Tax exempt securities		40			69			75			(42%)			(47%)			66			66			-
Other short-term investments		1,508			1,452			1,459			4%			3%			1,476			1,390			6%
Total interest-earning assets		131,072			128,799			126,621			2%			4%			128,905			126,293			2%
Cash and due from banks		2,253			2,193			2,288			3%			(2%)			2,200			2,224			(1%)
Other assets		11,952			11,739			13,239			2%			(10%)			12,203			13,236			(8%)
Allowance for loan and lease losses		(1,092	)		(1,077	)		(1,205	)		1%			(9%)			(1,125	)		(1,226	)		(8%)
Total Assets		$144,185			$141,654			$140,943			2%			2%			$142,183			$140,527			1%
Liabilities
Interest-bearing liabilities:
Interest checking deposits		$32,428			$29,681			$26,992			9%			20%			$29,818			$26,382			13%
Savings deposits		12,933			13,231			13,593			(2%)			(5%)			13,330			13,958			(4%)
Money market deposits		22,517			21,753			20,023			4%			12%			21,769			20,231			8%
Foreign office deposits		272			317			323			(14%)			(16%)			363			388			(6%)
Other time deposits		4,366			4,177			3,792			5%			15%			4,106			3,771			9%
Total interest-bearing core deposits		72,516			69,159			64,723			5%			12%			69,386			64,730			7%
Certificates $100,000 and over		2,662			2,596			2,429			3%			10%			2,426			2,564			(5%)
Other deposits		746			578			119			29%			527%			476			277			72%
Federal funds purchased		2,254			1,987			602			13%			274%			1,509			557			171%
Other short-term borrowings		578			1,018			2,316			(43%)			(75%)			1,611			3,158			(49%)
Long-term debt		14,420			14,434			14,631			-			(1%)			14,551			13,804			5%
Total interest-bearing liabilities		93,176			89,772			84,820			4%			10%			89,959			85,090			6%
Demand deposits		31,571			32,333			35,519			(2%)			(11%)			32,634			35,093			(7%)
Other liabilities		3,631			3,535			4,257			3%			(15%)			3,603			3,897			(8%)
Total Liabilities		128,378			125,640			124,596			2%			3%			126,196			124,080			2%
Total Equity		15,807			16,014			16,347			(1%)			(3%)			15,987			16,447			(3%)
Total Liabilities and Equity		$144,185			$141,654			$140,943			2%			2%			$142,183			$140,527			1%

	For the Three Months Ended									bps Change						Year to Date						bps Change
	December			September			December									December			December
Yield/Rate Analysis	2018			2018			2017			Seq			Yr/Yr			2018			2017			Yr/Yr
Interest-earning assets:
Commercial and industrial loans^(b)		4.56%			4.32%			3.75%			24			81			4.28%			3.64%			64
Commercial mortgage loans^(b)		4.67%			4.57%			3.92%			10			75			4.47%			3.74%			73
Commercial construction loans^(b)		5.33%			5.14%			4.28%			19			105			5.01%			4.09%			92
Commercial leases^(b)		2.89%			2.85%			0.06%			4			283			2.84%			2.04%			80
Residential mortgage loans		3.63%			3.58%			3.52%			5			11			3.59%			3.53%			6
Home equity		5.21%			5.03%			4.38%			18			83			4.92%			4.24%			68
Automobile loans		3.64%			3.47%			3.06%			17			58			3.38%			2.92%			46
Credit card		12.50%			12.17%			11.83%			33			67			12.25%			11.84%			41
Other consumer loans		7.28%			6.98%			6.64%			30			64			6.94%			6.68%			26
Total loans and leases		4.61%			4.41%			3.80%			20			81			4.36%			3.78%			58
Taxable securities		3.27%			3.20%			3.15%			7			12			3.22%			3.09%			13
Tax exempt securities^(b)		3.86%			4.35%			5.62%			(49	)		(176	)		3.37%			5.45%			(208	)
Other short-term investments		1.96%			1.74%			1.24%			22			72			1.68%			1.04%			64
Total interest-earning assets		4.23%			4.07%			3.61%			16			62			4.03%			3.57%			46

Interest-bearing liabilities:
Interest checking deposits		1.07%			0.88%			0.51%			19			56			0.85%			0.41%			44
Savings deposits		0.13%			0.11%			0.06%			2			7			0.10%			0.06%			4
Money market deposits		0.91%			0.80%			0.42%			11			49			0.74%			0.37%			37
Foreign office deposits		0.54%			0.33%			0.30%			21			24			0.33%			0.20%			13
Other time deposits		1.65%			1.48%			1.23%			17			42			1.44%			1.23%			21
Total interest-bearing core deposits		0.88%			0.74%			0.43%			14			45			0.70%			0.37%			33
Certificates $100,000 and over		1.97%			1.85%			1.45%			12			52			1.69%			1.38%			31
Other deposits		2.23%			1.95%			1.17%			28			106			1.94%			1.05%			89
Federal funds purchased		2.25%			1.96%			1.21%			29			104			1.97%			1.01%			96
Other short-term borrowings		3.01%			2.22%			1.10%			79			191			1.82%			0.96%			86
Long-term debt		3.18%			3.09%			2.72%			9			46			3.06%			2.74%			32
Total interest-bearing liabilities		1.33%			1.20%			0.88%			13			45			1.16%			0.81%			35

(a)

(b)

Presented on an FTE basis.


Fifth Third Bancorp and Subsidiaries
Average Balance Sheet and Yield/Rate Analysis^(a)
$ in millions	For the Three Months Ended
(unaudited)	December			September			June			March			December
	2018			2018			2018			2018			2017
Assets
Interest-earning assets:
Commercial and industrial loans		$43,911			$42,614			$42,327			$41,799			$41,455
Commercial mortgage loans		6,868			6,664			6,521			6,588			6,757
Commercial construction loans		4,885			4,870			4,743			4,671			4,660
Commercial leases		3,633			3,746			3,847			3,960			4,018
Residential mortgage loans		16,074			16,226			16,213			16,086			16,178
Home equity		6,438			6,529			6,672			6,889			7,066
Automobile loans		8,970			8,969			8,968			9,064			9,175
Credit card		2,373			2,299			2,221			2,224			2,202
Other consumer loans		2,246			2,060			1,720			1,588			1,354
Taxable securities		34,126			33,301			33,380			33,133			32,222
Tax exempt securities		40			69			81			73			75
Other short-term investments		1,508			1,452			1,474			1,471			1,459
Total interest-earning assets		131,072			128,799			128,167			127,546			126,621
Cash and due from banks		2,253			2,193			2,179			2,175			2,288
Other assets		11,952			11,739			12,211			12,924			13,239
Allowance for loan and lease losses		(1,092	)		(1,077	)		(1,137	)		(1,195	)		(1,205	)
Total Assets		$144,185			$141,654			$141,420			$141,450			$140,943
Liabilities
Interest-bearing liabilities:
Interest checking deposits		$32,428			$29,681			$28,715			$28,403			$26,992
Savings deposits		12,933			13,231			13,618			13,546			13,593
Money market deposits		22,517			21,753			22,036			20,750			20,023
Foreign office deposits		272			317			371			494			323
Other time deposits		4,366			4,177			4,018			3,856			3,792
Total interest-bearing core deposits		72,516			69,159			68,758			67,049			64,723
Certificates $100,000 and over		2,662			2,596			2,155			2,284			2,429
Other deposits		746			578			198			379			119
Federal funds purchased		2,254			1,987			1,080			692			602
Other short-term borrowings		578			1,018			2,452			2,423			2,316
Long-term debt		14,420			14,434			14,579			14,780			14,631
Total interest-bearing liabilities		93,176			89,772			89,222			87,607			84,820
Demand deposits		31,571			32,333			32,834			33,825			35,519
Other liabilities		3,631			3,535			3,397			3,852			4,257
Total Liabilities		128,378			125,640			125,453			125,284			124,596
Total Equity		15,807			16,014			15,967			16,166			16,347
Total Liabilities and Equity		$144,185			$141,654			$141,420			$141,450			$140,943
Yield/Rate Analysis
Interest-earning assets:
Commercial and industrial loans^(b)		4.56%			4.32%			4.26%			3.96%			3.75%
Commercial mortgage loans^(b)		4.67%			4.57%			4.43%			4.20%			3.92%
Commercial construction loans^(b)		5.33%			5.14%			4.94%			4.59%			4.28%
Commercial leases^(b)		2.89%			2.85%			2.82%			2.78%			0.06%
Residential mortgage loans		3.63%			3.58%			3.56%			3.60%			3.52%
Home equity		5.21%			5.03%			4.85%			4.62%			4.38%
Automobile loans		3.64%			3.47%			3.26%			3.12%			3.06%
Credit card		12.50%			12.17%			11.96%			12.36%			11.83%
Other consumer loans		7.28%			6.98%			6.75%			6.58%			6.64%
Total loans and leases		4.61%			4.41%			4.30%			4.11%			3.80%
Taxable securities		3.27%			3.20%			3.20%			3.21%			3.15%
Tax exempt securities^(b)		3.86%			4.35%			4.03%			1.40%			5.62%
Other short-term investments		1.96%			1.74%			1.62%			1.37%			1.24%
Total interest-earning assets		4.23%			4.07%			3.98%			3.85%			3.61%
Interest-bearing liabilities:
Interest checking deposits		1.07%			0.88%			0.76%			0.63%			0.51%
Savings deposits		0.13%			0.11%			0.10%			0.07%			0.06%
Money market deposits		0.91%			0.80%			0.71%			0.53%			0.42%
Foreign office deposits		0.54%			0.33%			0.45%			0.13%			0.30%
Other time deposits		1.65%			1.48%			1.34%			1.25%			1.23%
Total interest-bearing core deposits		0.88%			0.74%			0.65%			0.52%			0.43%
Certificates $100,000 and over		1.97%			1.85%			1.35%			1.49%			1.45%
Other deposits		2.23%			1.95%			1.80%			1.44%			1.17%
Federal funds purchased		2.25%			1.96%			1.76%			1.43%			1.21%
Other short-term borrowings		3.01%			2.22%			1.84%			1.34%			1.10%
Long-term debt		3.18%			3.09%			3.11%			2.86%			2.72%
Total interest-bearing liabilities		1.33%			1.20%			1.12%			0.97%			0.88%
Ratios:
Net interest margin (FTE)^(c)		3.29%			3.23%			3.21%			3.18%			3.02%
Net interest rate spread (FTE)^(c)		2.90%			2.87%			2.86%			2.88%			2.73%
Interest-bearing liabilities to interest-earning assets		71.09%			69.70%			69.61%			68.69%			66.99%

(a)

(b)

Presented on an FTE basis.

(c)

Non-GAAP measure; see discussion of non-GAAP and Reg. G reconciliation beginning on page 26.


Fifth Third Bancorp and Subsidiaries
Summary of Loans and Leases
$ in millions	For the Three Months Ended
(unaudited)	December		September		June		March		December
	2018		2018		2018		2018		2017
Average Portfolio Loans and Leases
Commercial loans and leases:
Commercial and industrial loans		$43,829		$42,494		$42,292		$41,782		$41,438
Commercial mortgage loans		6,864		6,635		6,514		6,582		6,751
Commercial construction loans		4,885		4,870		4,743		4,671		4,660
Commercial leases		3,632		3,738		3,847		3,960		4,016
Total commercial loans and leases		59,210		57,737		57,396		56,995		56,865
Consumer loans:
Residential mortgage loans		15,520		15,598		15,581		15,575		15,590
Home equity		6,438		6,529		6,672		6,889		7,066
Automobile loans		8,970		8,969		8,968		9,064		9,175
Credit card		2,373		2,299		2,221		2,224		2,202
Other consumer loans		2,246		2,060		1,719		1,587		1,352
Total consumer loans		35,547		35,455		35,161		35,339		35,385
Total average portfolio loans and leases		$94,757		$93,192		$92,557		$92,334		$92,250

Average loans and leases held for sale		$641		$785		$675		$535		$615

End of Period Portfolio Loans and Leases
Commercial loans and leases:
Commercial and industrial loans		$44,340		$42,631		$41,403		$41,635		$41,170
Commercial mortgage loans		6,974		6,695		6,625		6,509		6,604
Commercial construction loans		4,657		4,892		4,687		4,766		4,553
Commercial leases		3,600		3,697		3,788		3,919		4,068
Total commercial loans and leases		59,571		57,915		56,503		56,829		56,395
Consumer loans:
Residential mortgage loans		15,504		15,585		15,640		15,563		15,591
Home equity		6,402		6,485		6,599		6,757		7,014
Automobile loans		8,976		9,002		8,938		9,018		9,112
Credit card		2,470		2,325		2,270		2,188		2,299
Other consumer loans		2,342		2,131		1,982		1,615		1,559
Total consumer loans		35,694		35,528		35,429		35,141		35,575
Total portfolio loans and leases		$95,265		$93,443		$91,932		$91,970		$91,970

Loans and leases held for sale		$607		$663		$783		$717		$492

Operating lease equipment		$518		$546		$606		$625		$646

Loans and leases serviced for others:^(a)
Commercial and industrial loans		$514		$465		$421		$401		$415
Commercial mortgage loans		292		294		263		238		240
Commercial construction loans		130		108		82		87		76
Commercial leases		224		225		222		243		254
Residential mortgage loans		63,154		63,996		62,247		60,973		60,021
Other consumer loans		50		50		50		50		-
Total loans and leases serviced for others		64,364		65,138		63,285		61,992		61,006
Total loans and leases serviced		$160,754		$159,790		$156,606		$155,304		$154,114

(a)

Fifth Third sells certain loans and leases and obtains servicing responsibilities.


Fifth Third Bancorp and Subsidiaries
Regulatory Capital^(a)
$ in millions	As of
(unaudited)	December		September		June		March		December
	2018^(b)		2018		2018		2018		2017
Regulatory capital:
CET1 capital		12,534		12,809		12,986		12,772		12,517
Additional tier I capital		1,330		1,331		1,331		1,331		1,331
Tier I capital		13,864		14,140		14,317		14,103		13,848
Tier II capital		3,859		3,792		3,799		3,896		4,039
Total regulatory capital		$17,723		$17,932		$18,116		$17,999		$17,887
Risk-weighted assets^(c)		$122,425		$120,002		$119,073		$118,001		$117,997

Ratios:
Average shareholders’ equity to average assets^(d)		10.95%		11.29%		11.28%		11.41%		11.58%

Regulatory Capital Ratios:
Fifth Third Bancorp
CET1 capital^(c)		10.24%		10.67%		10.91%		10.82%		10.61%
Tier I risk-based capital^(c)		11.32%		11.78%		12.02%		11.95%		11.74%
Total risk-based capital^(c)		14.48%		14.94%		15.21%		15.25%		15.16%
Tier I leverage		9.72%		10.10%		10.24%		10.11%		10.01%

Fifth Third Bank
Tier I risk-based capital^(c)		11.93%		12.27%		12.43%		12.39%		12.06%
Total risk-based capital^(c)		13.57%		13.94%		14.10%		14.15%		13.88%
Tier I leverage		10.27%		10.56%		10.63%		10.51%		10.32%

(a)

Unless otherwise stated the regulatory capital data and ratios have not been restated as a result of the Bancorp’s change in accounting for investments in affordable housing projects that qualify for low-income housing tax credits (LIHTC).

(b)

Current period regulatory capital data and ratios are estimated.

(c)

(d)


Fifth Third Bancorp and Subsidiaries
Summary of Credit Loss Experience
$ in millions	For the Three Months Ended
(unaudited)	December			September			June			March			December
	2018			2018			2018			2018			2017
Average portfolio loans and leases:
Commercial and industrial loans		$43,829			$42,494			$42,292			$41,782			$41,438
Commercial mortgage loans		6,864			6,635			6,514			6,582			6,751
Commercial construction loans		4,885			4,870			4,743			4,671			4,660
Commercial leases		3,632			3,738			3,847			3,960			4,016
Residential mortgage loans		15,520			15,598			15,581			15,575			15,590
Home equity		6,438			6,529			6,672			6,889			7,066
Automobile loans		8,970			8,969			8,968			9,064			9,175
Credit card		2,373			2,299			2,221			2,224			2,202
Other consumer loans		2,246			2,060			1,719			1,587			1,352
Total average portfolio loans and leases		$94,757			$93,192			$92,557			$92,334			$92,250

Losses charged-off:
Commercial and industrial loans		($32	)		($36	)		($51	)		($33	)		($34	)
Commercial mortgage loans		(1	)		-			(3	)		(2	)		(1	)
Commercial leases		(1	)		-			-			-			(1	)
Residential mortgage loans		(3	)		(3	)		(4	)		(4	)		(3	)
Home equity		(5	)		(6	)		(5	)		(7	)		(8	)
Automobile loans		(19	)		(15	)		(13	)		(17	)		(15	)
Credit card		(34	)		(33	)		(29	)		(28	)		(23	)
Other consumer loans		(21	)		(19	)		(13	)		(12	)		(9	)
Total losses charged-off		($116	)		($112	)		($118	)		($103	)		($94	)

Recoveries of losses previously charged-off:
Commercial and industrial loans		$2			$8			$4			$5			$2
Commercial mortgage loans		3			1			1			1			2
Commercial leases		-			-			-			-			-
Residential mortgage loans		2			1			2			1			2
Home equity		3			3			3			2			4
Automobile loans		6			6			5			6			5
Credit card		5			12			3			3			3
Other consumer loans		12			9			6			4			-
Total recoveries of losses previously charged-off		$33			$40			$24			$22			$18

Net losses charged-off:
Commercial and industrial loans		($30	)		($28	)		($47	)		($28	)		($32	)
Commercial mortgage loans		2			1			(2	)		(1	)		1
Commercial leases		(1	)		-			-			-			(1	)
Residential mortgage loans		(1	)		(2	)		(2	)		(3	)		(1	)
Home equity		(2	)		(3	)		(2	)		(5	)		(4	)
Automobile loans		(13	)		(9	)		(8	)		(11	)		(10	)
Credit card		(29	)		(21	)		(26	)		(25	)		(20	)
Other consumer loans		(9	)		(10	)		(7	)		(8	)		(9	)
Total net losses charged-off		($83	)		($72	)		($94	)		($81	)		($76	)

Net losses charged-off as a percent of average portfolio loans and leases:
Commercial and industrial loans		0.27%			0.26%			0.44%			0.27%			0.31%
Commercial mortgage loans		(0.15%	)		(0.03%	)		0.11%			0.06%			(0.09%	)
Commercial leases		0.12%			0.00%			0.00%			0.00%			0.08%
Residential mortgage loans		0.02%			0.04%			0.05%			0.06%			0.03%
Home equity		0.15%			0.16%			0.12%			0.26%			0.25%
Automobile loans		0.54%			0.41%			0.33%			0.50%			0.45%
Credit card		4.84%			3.53%			4.73%			4.65%			3.74%
Other consumer loans		1.83%			1.94%			1.85%			2.16%			2.38%
Total net losses charged-off as a percent of average portfolio loans and leases		0.35%			0.30%			0.41%			0.36%			0.33%


Fifth Third Bancorp and Subsidiaries
Asset Quality
$ in millions	For the Three Months Ended
(unaudited)	December			September			June			March			December
	2018			2018			2018			2018			2017
Allowance for Credit Losses
Allowance for loan and lease losses, beginning		$1,091			$1,077			$1,138			$1,196			$1,205
Total net losses charged-off		(83	)		(72	)		(94	)		(81	)		(76	)
Provision for loan and lease losses		95			86			33			23			67
Allowance for loan and lease losses, ending		$1,103			$1,091			$1,077			$1,138			$1,196

Reserve for unfunded commitments, beginning		$129			$131			$151			$161			$157
Provision for (benefit from) unfunded commitments		2			(2	)		(20	)		(10	)		4
Reserve for unfunded commitments, ending		$131			$129			$131			$151			$161

Components of allowance for credit losses:
Allowance for loan and lease losses		$1,103			$1,091			$1,077			$1,138			$1,196
Reserve for unfunded commitments		131			129			131			151			161
Total allowance for credit losses		$1,234			$1,220			$1,208			$1,289			$1,357

		As of
		December			September			June			March			December
		2018			2018			2018			2018			2017
Nonperforming Assets and Delinquent Loans
Nonaccrual portfolio loans and leases:
Commercial and industrial loans		$54			$69			$99			$155			$144
Commercial mortgage loans		9			7			8			9			12
Commercial leases		18			22			25			4			-
Residential mortgage loans		11			11			13			16			17
Home equity		55			58			54			55			56
Automobile loans		-			-			3			-			-
Other consumer loans		1			1			1			1			-
Total nonaccrual portfolio loans and leases (excludes restructured loans)		148			168			203			240			229
Nonaccrual restructured portfolio commercial loans and leases		147			180			173			154			150
Nonaccrual restructured portfolio consumer loans and leases		53			55			61			58			58
Total nonaccrual portfolio loans and leases		348			403			437			452			437
Repossessed property		10			8			7			9			9
OREO		37			37			36			43			43
Total nonperforming portfolio assets		395			448			480			504			489
Nonaccrual loans held for sale		-			18			5			5			5
Nonaccrual restructured loans held for sale		16			17			18			19			1
Total nonperforming assets		$411			$483			$503			$528			$495

Restructured portfolio consumer loans and leases (accrual)		$961			$987			$1,024			$916			$927
Restructured portfolio commercial loans and leases (accrual)		$60			$80			$104			$249			$249

Loans 90 days past due (accrual):
Commercial and industrial loans		$4			$3			$4			$7			$3
Commercial mortgage loans		2			1			-			1			-
Total commercial loans		6			4			4			8			3
Residential mortgage loans		38			40			44			62			57
Automobile loans		12			11			10			9			10
Credit card		37			32			31			28			27
Total consumer loans		87			83			85			99			94
Total loans 90 days past due (accrual)^(b)		$93			$87			$89			$107			$97

Ratios
Net losses charged-off as a percent of average portfolio loans and leases		0.35%			0.30%			0.41%			0.36%			0.33%
Allowance for loan and lease losses:
As a percent of portfolio loans and leases		1.16%			1.17%			1.17%			1.24%			1.30%
As a percent of nonperforming portfolio loans and leases^(a)		317%			270%			247%			252%			274%
As a percent of nonperforming portfolio assets^(a)		279%			243%			224%			226%			245%
Nonperforming portfolio loans and leases as a percent of portfolio loans and leases and OREO^(a)		0.37%			0.43%			0.47%			0.49%			0.48%
Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO^(a)		0.41%			0.48%			0.52%			0.55%			0.53%
Nonperforming assets as a percent of total loans and leases, OREO, and repossessed property		0.43%			0.51%			0.54%			0.57%			0.53%
Allowance for credit losses as a percent of nonperforming assets		313%			272%			252%			256%			278%

(a) Excludes nonaccrual loans held for sale.

(b) Excludes loans held for sale.

Use of Non-GAAP Financial Measures

In addition to GAAP measures, management considers various Non-GAAP measures when evaluating the performance of the business, including: “net interest income (FTE),” “interest income (FTE),” “net interest margin (FTE),” “net interest rate spread (FTE),” “income before income taxes (FTE),” “tangible net income available to common shareholders,” “average tangible common equity,” “return on average tangible common equity,” “tangible common equity (excluding unrealized gains/losses),” “tangible common equity (including unrealized gains/losses),” “tangible equity,” “tangible book value per share,” “adjusted earnings per share,” “adjusted noninterest income,” “adjusted noninterest expense,” “pre-provision net revenue,” “adjusted efficiency ratio,” “ adjusted return on average common equity,” “adjusted return on average tangible common equity,” “adjusted net interest margin,” “adjusted pre-provision net revenue,” “adjusted return on average assets,” “efficiency ratio (FTE),” and certain ratios derived from these measures. The Bancorp believes these non-GAAP measures provide useful information to investors because these are among the measures used by the Fifth Third management team to evaluate operating performance and make day-to-day operating decisions.

The FTE basis adjusts for the tax-favored status of income from certain loans and securities held by the Bancorp that are not taxable for federal income tax purposes. The Bancorp believes this presentation to be the preferred industry measurement of net interest income and net interest margin as they provides a relevant comparison between taxable and non-taxable amounts.

The Bancorp believes tangible net income available to common shareholders, average tangible common equity, tangible common equity (excluding unrealized gains/losses), tangible common equity (including unrealized gains/losses), tangible equity, tangible book value per share and return on average tangible common equity are important measures for evaluating the performance of the business without the impacts of intangible items, whether acquired or created internally, compared to other companies in the industry who present similar measures.

The Bancorp believes adjusted earnings per share, noninterest income, noninterest expense, net interest income, net interest margin, pre-provision net revenue, efficiency ratio, return on average common equity, return on average tangible common equity, and return on average assets are important measures that adjust for significant, unusual, or large transactions that may occur in a reporting period which management does not consider indicative of on-going financial performance and enhances comparability of results with prior periods.

Management considers various measures when evaluating capital utilization and adequacy, including the tangible equity and tangible common equity (including and excluding unrealized gains/losses), in addition to capital ratios defined by the U.S. banking agencies. These calculations are intended to complement the capital ratios defined by the U.S. banking agencies for both absolute and comparative purposes. These ratios are not formally defined by U.S. GAAP or codified in the federal banking regulations and, therefore, are considered to be Non-GAAP financial measures. Management believes that providing the tangible common equity ratio excluding unrealized gains/losses on certain assets and liabilities enables investors and others to assess the Bancorp’s use of equity without the effects of gains or losses some of which are uncertain and providing the tangible common equity ratio including unrealized gains/losses enables investors and others to assess the Bancorp’s use of equity if all unrealized gains or losses were to be monetized.

Please note that although Non-GAAP financial measures provide useful insight, they should not be considered in isolation or relied upon as a substitute for analysis using GAAP measures.

Please see Reg. G reconciliations of all historical Non-GAAP measures used in this release to the most directly comparable GAAP measures, beginning on the following page.


Fifth Third Bancorp and Subsidiaries
Regulation G Non-GAAP Reconciliation^(a)
$ and shares in millions		For the Three Months Ended
(unaudited)		December			September			June			March			December
		2018			2018			2018			2018			2017
Net interest income			$1,081			$1,043			$1,020			$996			$956
Add:	Taxable equivalent adjustment		4			4			4			3			7
Net interest income (FTE) (a)			1,085			1,047			1,024			999			963
Net interest income (annualized) (b)			4,289			4,138			4,091			4,039			3,793
Net interest income (FTE) (annualized) (c)			4,305			4,154			4,107			4,052			3,821

Net interest income (FTE)			1,085			1,047			1,024			999			963
Add: Leveraged lease remeasurement			-			-			-			-			27
Adjusted net interest income (FTE) (d)			1,085			1,047			1,024			999			990
Adjusted net interest income (FTE) (annualized) (e)			4,305			4,154			4,107			4,052			3,928

Interest income			1,393			1,315			1,269			1,206			1,144
Add:	Taxable equivalent adjustment		4			4			4			3			7
Interest income (FTE)			1,397			1,319			1,273			1,209			1,151
Interest income (FTE) (annualized) (f)			5,542			5,233			5,106			4,903			4,566

Interest expense (annualized) (g)			1,238			1,079			999			852			746
Average interest-earning assets (h)			131,072			128,799			128,167			127,546			126,621
Average interest-bearing liabilities (i)			93,176			89,772			89,222			87,607			84,820

Net interest margin (b) / (h)			3.27%			3.21%			3.19%			3.17%			3.00%
Net interest margin (FTE) (c) / (h)			3.29%			3.23%			3.21%			3.18%			3.02%
Adjusted net interest margin (e) / (h)			3.29%			3.23%			3.21%			3.18%			3.10%
Net interest rate spread (FTE) (f) / (h) - (g) / (i)			2.90%			2.87%			2.86%			2.88%			2.73%

Income before income taxes			$584			$550			$748			$882			$491
Add:	Taxable equivalent adjustment		4			4			4			3			7
Income before income taxes (FTE)			$588			$554			$752			$885			$498

Net income available to common shareholders (j)			$432			$421			$579			$686			$504
Add:	Intangible amortization, net of tax		1			1			1			1			-
Tangible net income available to common shareholders			433			422			580			687			504
Tangible net income available to common shareholders (annualized) (k)			1,718			1,674			2,326			2,786			2,000

Average Bancorp shareholders’ equity			15,794			15,994			15,947			16,146			16,328
Less:	Average preferred stock		(1,331	)		(1,331	)		(1,331	)		(1,331	)		(1,331	)
	Average goodwill		(2,468	)		(2,462	)		(2,462	)		(2,455	)		(2,437	)
	Average intangible assets		(32	)		(29	)		(30	)		(27	)		(25	)
Average tangible common equity (l)			11,963			12,172			12,124			12,333			12,535

Total Bancorp shareholders’ equity			16,250			15,681			16,080			16,016			16,200
Less:	Preferred stock		(1,331	)		(1,331	)		(1,331	)		(1,331	)		(1,331	)
	Goodwill		(2,478	)		(2,462	)		(2,462	)		(2,462	)		(2,445	)
	Intangible assets		(40	)		(28	)		(30	)		(30	)		(27	)
Tangible common equity, including unrealized gains / losses (m)			12,401			11,860			12,257			12,193			12,397
Less:	Accumulated other comprehensive loss (income)		112			775			552			389			(73	)
Tangible common equity, excluding unrealized gains / losses (n)			12,513			12,635			12,809			12,582			12,324
Add:	Preferred stock		1,331			1,331			1,331			1,331			1,331
Tangible equity (o)			13,844			13,966			14,140			13,913			13,655

Total assets			146,069			141,590			140,595			141,383			142,081
Less:	Goodwill		(2,478	)		(2,462	)		(2,462	)		(2,462	)		(2,445	)
	Intangible assets		(40	)		(28	)		(30	)		(30	)		(27	)
Tangible assets, including unrealized gains / losses (p)			143,551			139,100			138,103			138,891			139,609
Less:	Accumulated other comprehensive loss (income), before tax		142			981			699			492			(92	)
Tangible assets, excluding unrealized gains / losses (q)			$143,693			$140,081			$138,802			$139,383			$139,517

Common shares outstanding (r)			647			661			678			685			694
Tangible equity (o) / (q)			9.63%			9.97%			10.19%			9.98%			9.79%
Tangible common equity (excluding unrealized gains/losses) (n) / (q)			8.71%			9.02%			9.23%			9.03%			8.83%
Tangible common equity (including unrealized gains/losses) (m) / (p)			8.64%			8.53%			8.88%			8.78%			8.88%
Tangible book value per share (m) / (r)			$19.17			$17.94			$18.08			$17.80			$17.86

(a)


Fifth Third Bancorp and Subsidiaries
Regulation G Non-GAAP Reconciliation^(a)
$ in millions	For the Three Months Ended
(unaudited)	December			September		December
	2018			2018		2017
Net income attributable to Bancorp (s)		$455			$436		$527
Net income attributable to Bancorp (annualized) (t)		1,805			1,730		2,091

Adjustments (pre-tax items)
Valuation of Visa total return swap		(7	)		17		11
GreenSky securities losses		21			8		-
Merger-related expense		27			-		-
Leveraged lease remeasurement		-			-		27
Fifth Third Foundation contribution		-			-		15
One-time employee bonus		-			-		15
Adjustments, after-tax (u)		32			20		44

Adjustments (tax related items)
Income tax reduction from a remeasurement of the deferred tax liability		-			-		(220	)
Tax expense related to the gain on sale of Vantiv/Worldpay shares		-			-		20
Adjustments, tax related (v)		-			-		(200	)

Noninterest income (w)		575			563		577
Valuation of Visa total return swap		(7	)		17		11
GreenSky securities losses		21			8		-
Adjusted noninterest income (x)		589			588		588

Noninterest expense (y)		977			970		975
Merger-related expense		(27	)		-		-
Fifth Third Foundation contribution		-			-		(15	)
One-time employee bonus		-			-		(15	)
Adjusted noninterest expense (z)		950			970		945

Adjusted net income attributable to Bancorp (s) + (u) + (v)		487			456		371
Adjusted net income attributable to Bancorp (annualized) (aa)		1,932			1,809		1,472

Adjusted net income available to common shareholders (j) + (u) + (v)		464			441		348
Adjusted net income available to common shareholders (annualized) (ab)		1,841			1,750		1,381

Average assets (ac)		$144,185			$141,654		$140,943
Return on average tangible common equity (k) / (l)		14.3%			13.8%		16.0%
Adjusted return on average tangible common equity (ab) / (l)		15.4%			14.4%		11.0%

Return on average assets (t) / (ac)		1.25%			1.22%		1.48%
Adjusted return on average assets (aa) / (ac)		1.34%			1.28%		1.04%
Efficiency ratio (y) / [(a) + (w)]		58.8%			60.2%		63.3%
Adjusted efficiency ratio (z) / [(d) + (x)]		56.8%			59.3%		59.9%
Pre-provision net revenue (PPNR) (a) + (w) - (y)		$683			$640		$565
Adjusted pre-provision net revenue (PPNR) (d) + (x) - (z)		$724			$665		$633

(a)


Fifth Third Bancorp and Subsidiaries
Segment Presentation
$ in millions
(unaudited)
For the three months ended December 31, 2018	Commercial Banking			Branch *Banking^(c)***			Consumer Lending^(d)			Wealth and Asset Management			Other/ Eliminations			Total

Taxable equivalent net interest income^(b)		$444			$544			$60			$48			($11	)		$1,085
Provision for loan and lease losses		(15	)		(47	)		(12	)		(5	)		(16	)		(95	)
Net interest income after provision for loan and lease losses		429			497			48			43			(27	)		990
Total noninterest income		237			196			58			110			(26	)		575
Total noninterest expense		(317	)		(424	)		(93	)		(122	)		(21	)		(977	)
Income (loss) before income taxes		349			269			13			31			(74	)		588
Applicable income tax (expense) benefit^(b)		(80	)		(56	)		(3	)		(7	)		13			(133	)
Net income (loss)		269			213			10			24			(61	)		455

For the three months ended September 30, 2018	Commercial Banking^(a)			Branch *Banking^(c)***			Consumer Lending^(d)			Wealth and Asset Management			Other/ Eliminations			*Total^(a)***

Taxable equivalent net interest income^(b)		$431			$525			$60			$46			($15	)		$1,047
(Provision for) benefit from loan and lease losses		11			(34	)		(10	)		(3	)		(50	)		(86	)
Net interest income after provision for loan and lease losses		442			491			50			43			(65	)		961
Total noninterest income		235			204			50			115			(41	)		563
Total noninterest expense		(307	)		(433	)		(100	)		(126	)		(4	)		(970	)
Income (loss) before income taxes		370			262			-			32			(110	)		554
Applicable income tax (expense) benefit^(b)		(69	)		(55	)		-			(7	)		13			(118	)
Net income (loss)		301			207			-			25			(97	)		436

For the three months ended June 30, 2018	Commercial Banking^(a)			Branch *Banking^(c)***			Consumer Lending^(d)			Wealth and Asset Management			Other/ Eliminations			*Total^(a)***

Taxable equivalent net interest income^(b)		$431			$499			$59			$45			($10	)		$1,024
(Provision for) benefit from loan and lease losses		10			(47	)		(8	)		11			1			(33	)
Net interest income after provision for loan and lease losses		441			452			51			56			(9	)		991
Total noninterest income		229			167			52			109			186			743
Total noninterest expense		(303	)		(432	)		(107	)		(123	)		(17	)		(982	)
Income (loss) before income taxes		367			187			(4	)		42			160			752
Applicable income tax (expense) benefit^(b)		(62	)		(40	)		1			(9	)		(40	)		(150	)
Net income (loss)		305			147			(3	)		33			120			602

For the three months ended March 31, 2018	Commercial Banking^(a)			Branch *Banking^(c)***			Consumer Lending^(d)			Wealth and Asset Management			Other/ Eliminations			*Total^(a)***

Taxable equivalent net interest income^(b)		$422			$466			$59			$43			$9			$999
(Provision for) benefit from loan and lease losses		20			(44	)		(12	)		(16	)		29			(23	)
Net interest income after provision for loan and lease losses		442			422			47			27			38			976
Total noninterest income		219			184			46			116			344			909
Total noninterest expense		(338	)		(437	)		(106	)		(131	)		12			(1,000	)
Income (loss) before income taxes		323			169			(13	)		12			394			885
Applicable income tax (expense) benefit^(b)		(67	)		(35	)		3			(3	)		(82	)		(184	)
Net income (loss)		256			134			(10	)		9			312			701

For the three months ended December 31, 2017^(e)	Commercial Banking^(a)			Branch *Banking^(c)***			Consumer Lending^(d)			Wealth and Asset Management			Other/ Eliminations			*Total^(a)***

Taxable equivalent net interest income^(b)		$397			$464			$61			$40			$1			$963
Provision for loan and lease losses		(13	)		(37	)		(10	)		(4	)		(3	)		(67	)
Net interest income after provision for loan and lease losses		384			427			51			36			(2	)		896
Total noninterest income		192			194			54			107			30			577
Total noninterest expense		(312	)		(432	)		(101	)		(124	)		(6	)		(975	)
Income before income taxes		264			189			4			19			22			498
Applicable income tax (expense) benefit^(b)		(103	)		(66	)		(2	)		(7	)		207			29
Net income		161			123			2			12			229			527

(a)

Effective in the fourth quarter of 2018, Fifth Third retrospectively applied a change in its accounting policy for investments in affordable housing projects that qualify for low-income housing tax credits (LIHTC) to all prior period amounts presented. A summary reconciliation of the change is provided on page 30.

(b)

Includes taxable equivalent adjustments of $4 million, $4 million, $4 million, $3 million and $7 million for the three months ended December 31, 2018, September 30, 2018, June 30, 2018, March 31, 2018 and December 31, 2017, respectively.

(c)

Branch Banking provides a full range of deposit and loan and lease products to individuals and small businesses through full-service banking centers.

(d)

Consumer Lending includes the Bancorp’s residential mortgage, home equity, automobile and other indirect lending activities.

(e)

Prior period balances have been adjusted to reflect changes in internal expense allocation methodologies.


Fifth Third Bancorp and Subsidiaries
Restatement of Prior Periods for LIHTC
$ in millions, except per share data
(unaudited)
		As of and For the Three Months Ended
		December									September
		2018^(a)									2018
		Pre-LIHTC Adjustment			Adjustments			As Adjusted			As Originally Reported		Adjustments			As Adjusted
Balance Sheet caption
Other assets	$		7,463			(91	)		7,372			6,604		(95	)		6,509
Accrued taxes, interest and expenses			1,508			54			1,562			1,155		54			1,209
Retained earnings			16,723			(145	)		16,578			16,440		(149	)		16,291

Income Statement caption
Noninterest expense	$		1,013			(36	)		977			1,008		(38	)		970
Income before income taxes			548			36			584			512		38			550
Applicable income tax expense			97			32			129			79		35			114
Net income	$		451			4			455			433		3			436
Earnings per share - basic	$		0.65			-			0.65			0.62		-			0.62
Earnings per share - diluted	$		0.64			-			0.64			0.61		-			0.61
(a) Reflects amounts that would have been reported under the previous accounting policy prior to retrospective adoption of the change in accounting policy for LIHTC.
		As of and For the Three Months Ended
		June									March
		2018									2018
		As Originally Reported			Adjustments			As Adjusted			As Originally Reported		Adjustments			As Adjusted
Balance Sheet caption
Other assets	$		6,662			(100	)		6,562			7,326		(117	)		7,209
Accrued taxes, interest and expenses			1,206			52			1,258			1,104		51			1,155
Retained earnings			16,143			(152	)		15,991			15,707		(168	)		15,539

Income Statement caption
Noninterest expense	$		1,037			(55	)		982			1,046		(46	)		1,000
Income before income taxes			693			55			748			836		46			882
Applicable income tax expense			107			39			146			132		49			181
Net income	$		586			16			602			704		(3	)		701
Earnings per share - basic	$		0.81			0.03			0.84			0.99		(0.01	)		0.98
Earnings per share - diluted	$		0.80			0.02			0.82			0.97		(0.01	)		0.96
		As of and For the Three Months Ended
		December
		2017
		As Originally Reported			Adjustments			As Adjusted
Balance Sheet caption
Other assets	$		6,975			(112	)		6,863
Accrued taxes, interest and expenses			1,412			53			1,465
Retained earnings			15,122			(165	)		14,957
Income Statement caption
Noninterest expense	$		1,073			(98	)		975
Income before income taxes			393			98			491
Applicable income tax benefit			(116	)		80			(36	)
Net income	$		509			18			527
Earnings per share - basic	$		0.68			0.03			0.71
Earnings per share - diluted	$		0.67			0.03			0.70