Fifth Third Bancorp Announces Expected Impact of Vantiv Share Sale

  Fifth Third Bancorp Announces Expected Impact of Vantiv Share Sale

Business Wire

CINCINNATI -- May 29, 2014

Vantiv, Inc. (NYSE: VNTV) recently conducted a secondary offering of 5.78
million shares of Class A Common Stock being sold on behalf of Fifth Third
(Nasdaq: FITB). The sale will result in an approximate 12 percent reduction in
our ownership position in Vantiv (excluding the warrant noted below). Our
purpose in the sale is to continue the process of monetizing the remaining
portion of our stake in Vantiv in a considered, orderly fashion over time.

Upon the settlement of this transaction, we would expect to recognize a
pre-tax gain of approximately $125 million (approximately $81 million
after-tax) during the second quarter of 2014. Following the settlement, Fifth
Third would continue to hold approximately 43 million Class B units of Vantiv
Holding, LLC, which may be exchanged for Class A common stock of Vantiv, Inc.
on a one-for-one basis, as well as a warrant that is exercisable and
exchangeable into Vantiv Inc. Class A Common Stock. These securities are
subject to certain terms and restrictions. Fifth Third would have a remaining
economic interest of approximately 22.8 percent of Vantiv’s future earnings.
Our interest is accounted for under the equity method, and these earnings
would be reduced reflecting the reduction in our ownership position as a
result of the sale. Prior to this transaction, the carrying value of Fifth
Third’s investment in Vantiv Holding, LLC was $437 million as of March 31,

As previously announced on March 26, 2014, under our current capital plan, as
to which the Federal Reserve provided a non-objection in its 2014
Comprehensive Capital Analysis and Review process, we may provide for the
repurchase of shares of Fifth Third common stock in an amount up to any
after-tax gains realized by Fifth Third from the sale of Vantiv shares.

Forward-Looking Statements

This news release contains statements that we believe are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Rule 175 promulgated thereunder, and Section 21E of the
Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated
thereunder. These statements relate to our financial condition, results of
operations, plans, objectives, future performance or business. They usually
can be identified by the use of forward-looking language such as “will likely
result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,”
“projected,” “intends to,” or may include other similar words or phrases such
as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar
expressions, or future or conditional verbs such as “will,” “would,” “should,”
“could,” “might,” “can,” or similar verbs. You should not place undue reliance
on these statements, as they are subject to risks and uncertainties, including
but not limited to the risk factors set forth in our most recent Annual Report
on Form 10-K. When considering these forward-looking statements, you should
keep in mind these risks and uncertainties, as well as any cautionary
statements we may make. Moreover, you should treat these statements as
speaking only as of the date they are made and based only on information then
actually known to us.

There are a number of important factors that could cause future results to
differ materially from historical performance and these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to: (1) general economic conditions and weakening in the economy,
specifically the real estate market, either nationally or in the states in
which Fifth Third, one or more acquired entities and/or the combined company
do business, are less favorable than expected; (2) deteriorating credit
quality; (3) political developments, wars or other hostilities may disrupt or
increase volatility in securities markets or other economic conditions; (4)
changes in the interest rate environment reduce interest margins; (5)
prepayment speeds, loan origination and sale volumes, charge-offs and loan
loss provisions; (6) Fifth Third’s ability to maintain required capital levels
and adequate sources of funding and liquidity; (7) maintaining capital
requirements may limit Fifth Third’s operations and potential growth; (8)
changes and trends in capital markets; (9) problems encountered by larger or
similar financial institutions may adversely affect the banking industry
and/or Fifth Third; (10) competitive pressures among depository institutions
increase significantly; (11) effects of critical accounting policies and
judgments; (12) changes in accounting policies or procedures as may be
required by the Financial Accounting Standards Board (FASB) or other
regulatory agencies; (13) legislative or regulatory changes or actions, or
significant litigation, adversely affect Fifth Third, one or more acquired
entities and/or the combined company or the businesses in which Fifth Third,
one or more acquired entities and/or the combined company are engaged,
including the Dodd-Frank Wall Street Reform and Consumer Protection Act; (14)
ability to maintain favorable ratings from rating agencies; (15) fluctuation
of Fifth Third’s stock price; (16) ability to attract and retain key
personnel; (17) ability to receive dividends from its subsidiaries; (18)
potentially dilutive effect of future acquisitions on current shareholders’
ownership of Fifth Third; (19) effects of accounting or financial results of
one or more acquired entities; (20) difficulties from Fifth Third’s investment
in, relationship with, and nature of the operations of Vantiv, LLC; (21) loss
of income from any sale or potential sale of businesses that could have an
adverse effect on Fifth Third’s earnings and future growth; (22) ability to
secure confidential information and deliver products and services through the
use of computer systems and telecommunications networks; and (23) the impact
of reputational risk created by these developments on such matters as business
generation and retention, funding and liquidity.

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


Fifth Third Bancorp
Jim Eglseder, 513-534-8424
Larry Magnesen, 513-534-8055
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