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## MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

The following is MD&A of certain significant factors that have affected Fifth Third Bancorp’s (the “Bancorp” or “Fifth Third”) financial condition and results of operations during the periods included in the Consolidated Financial Statements, which are a part of this filing. Reference to the Bancorp incorporates the parent holding company and all consolidated subsidiaries. 

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(a) Amounts presented on an FTE basis. The FTE adjustments for years ended December 31, 2010 , 2009, 2008, 2007 and 2006 were $18 , $19, $22, $24 and $26, respectively. 

(b) The tangible equity, tangible common equity and Tier I common equity ratios are non-GAAP measures. For further information, see the Non-GAAP Financial Measures section of MD&A. 

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

(d) Excludes nonaccrual loans held for sale. 

(e) The Bancorp modified its nonaccrual policy in 2009 to exclude consumer TDR loans less than 90 days past due as they were performing in accordance with restructuring terms. For comparability purposes, prior periods were adjusted to reflect this reclassification. 

(f) Includes demand, interest checking, savings, money market and foreign office deposits. 

(g) Includes transaction deposits plus other time deposits. 

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

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