FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not
limited to, Fifth Third Bancorps 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 Bancorps 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 Bancorps 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.
You should refer to our periodic and current reports filed with the 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. Copies of those filings are available at no cost on the SECs Web site at www.sec.gov or on our Web site at www.53.com. We undertake no
obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.
Offering of 3.650% Senior Notes Due 2024.
On January 25, 2019, Fifth Third issued $1.50 billion in principal amount of its
3.650% Senior Notes due 2024 (the Senior Notes Offering) sold pursuant to an Underwriting Agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC, Fifth Third Securities, Inc., Goldman Sachs &
Co. LLC, and RBC Capital Markets, LLC. On January 25, 2019, Fifth Third entered into a Supplemental Indenture with Wilmington Trust Company, as Trustee, which modifies the existing Indenture for Senior Debt Securities dated as of April 30,
2008 between Fifth Third and the Trustee.