8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 7, 2008

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

001-33653	31-0854434
(Commission File Number)	(IRS Employer Identification No.)
Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On November 7, 2008, Fifth Third Bancorp will present at the BancAnalysts Association of Boston Conference. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Fifth Third Bancorp Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP (Registrant)
November 7, 2008	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

BancAnalysts Association of Boston

Conference

Kevin Kabat

Chairman, President & CEO

November 7, 2008

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

Agenda

Overview

3Q08 results

Operating trends

Credit trends

Capital position

Summary and priorities

Appendix

3

Fifth Third Bank | All Rights Reserved

Fifth

Third

overview

^

As of 9/30/2008

*

As of 10/14/2008

**

Nilson, March 2008

$116 billion assets #13

^

$8 billion market cap #12

*

1,298 banking centers

Over 2,300 ATMs

18 affiliates in 12 states

World’s

5 

largest

merchant

acquirer

**

Naples

Cincinnati

Florence

Louisville

Lexington

Nashville

Atlanta

Augusta

Orlando

Tampa

Naples

Raleigh

Charlotte

Huntington

Pittsburgh

Cleveland

Columbus

Toledo

Detroit

Grand Rapids

Traverse

City

Chicago

Evansville

Jacksonville

Indianapolis

St. Louis

th

4

Fifth Third Bank | All Rights Reserved

3Q08 in review

Strong

core

operating

results

offset

by

higher

credit

costs,

market

valuation

adjustments

Reported

$0.14

loss

per

diluted

share,

compared

to

$0.61

income

per

diluted

share

in

3Q07

—

Net

charge-offs

of

$463

million,

provision

expense

of

$941

million

—

$51

million

pre-tax

loss

on

Fannie

and

Freddie

preferred

stock,

$27

million

loss

on

BOLI

policy,

$12

million

loss

on

residual

write-downs

on

1Q08

auto

securitization

—

$76

million

gain

on

litigation

related

to

Supervisory

Goodwill,

offset

by

$36

million

of

legal

expenses

—

$45

million

non-cash

charge

due

to

Visa’s

settlement

with

Discover

Core

business

momentum

remains

strong

–

core

pre-tax

pre-provision

income

up

12%

from

3Q07

*

—

Net

interest

income

growth

of

41%

driven

by

$215

million

loan

discount

accretion

from

the

second

quarter

First

Charter

acquisition.

Excluding

loan

discount

accretion,

net

interest

income

increased

12%

—

Fee

income

growth

of

5%,

up

14%

on

a

core

basis,

on

double

digit

growth

in

payments

processing,

deposit

service,

corporate

banking,

and

mortgage

banking

revenue

—

Average

loan

growth

of

11%

and

transaction

deposit

growth

of

3%

^

Strong

capital

position

will

be

further

enhanced

by

U.S.

Treasury

capital

investment

of

$3.45

billion

—

Tier

1

capital

ratio

of

8.6%

(pro

forma

including

CPP

of

11.6%)

—

Tangible

equity

ratio

of

6.2%

(pro

forma

including

CPP

of

9.3%)

*

3Q08

reported

results

of

40%

year-over-year

growth

in

pre-tax,

pre-provision

earnings.

Excludes

$27

million

BOLI

charge,

$215

million

in

loan

discount

accretion

from

the

acquisition

of

First

Charter,

$76

million

in

revenue

and

$36

million

in

expense

from

a

litigation

settlement

stemming

from

a

prior

acquisition,

and

$45

million

in

Visa

litigation

expense

in

3Q08.

Excludes

$78

million

in

Visa

litigation

expense,

$2

million

BOLI

charge,

and

$31

million

in

gains

from

asset

sales

in

3Q07;

all

quarters

exclude

securities

gains/losses.

^

Loans

include

held

for

investment;

transaction

deposits

represent

core

deposits

excluding

CDs

5

Fifth Third Bank | All Rights Reserved

3.00%

3.20%

3.40%

3.60%

3.80%

4.00%

3Q07

4Q07

1Q08

2Q08*

3Q08*

$500

$550

$600

$650

$700

$750

$800

$850

$900

Net interest income

NIM

Increasing net interest income

*

3Q08

reported

results:

41%

year-over-year

growth

and

4.24%

NIM.

Results

above

exclude

$130

million

charge

related

to

leveraged

lease

litigation

in

2Q08

and

exclude

$31

million

and

$215

million

in

loan

discount

accretion

from

the

First

Charter

acquisition

in

2Q08

and

3Q08,

respectively.

6

Fifth Third Bank | All Rights Reserved

Fee income growth and diversification

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

3Q07

4Q07

1Q08

2Q08

3Q08

Payment

processing

Deposit

service

charges

Investment    

advisory

Corporate

banking

Mortgage

Secs/other

Reported

year-over-year

fee

income

growth

of

5%.

Results

above

exclude

$76

million

in

litigation

revenue

from

a

prior

acquisition

and

$27

million

BOLI

charge

in

3Q08.

Excludes

$152

million

BOLI

charge

and

$273

million

Visa

IPO

gain

in

1Q08;

excludes

$177

million

BOLI

charge

in

4Q07;

excludes

$31

million

of

gains

from

asset

sales

and

$2

million

in

BOLI

charge

in

3Q07;

excludes

securities

gains/losses

in

all

quarters.

YOY

growth

+11%

+13%

-5%

+15%

+74%

NM

Continued strong growth in processing, deposit fees and corporate banking fees

7

Fifth Third Bank | All Rights Reserved

FTPS: key growth engine

3Q08 revenue

38%

35%

27%

Merchant

Services

Financial

Institutions

Bankcard

$0

$50

$100

$150

$200

$250

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

FI/EFT

Bankcard

Merchant

+19%

2-Yr

CAGR

Merchant

•

4 

Largest

U.S.

Acquirer

•

Over

37,500

merchants

•

$26.7B

in

credit/debit

processing

volume

•

Over

5.6B

acquired

transactions

•

e.g.

Nordstrom,

Saks,

Walgreen's,                       

Office

Max,

Barnes

and

Noble,

U.S.

Treasury

Financial Institutions

•

2,700 FI relationships

•

877mm POS/ATM transactions

Bankcard

•

$1.7B in outstanding balances

•

1.6mm cardholders

•

Top three Debit MasterCard Issuer

•

23   largest U.S. bankcard issuer

YOY

growth

+17%

+7%

+9%

+19%

+6%

th

rd

8

Fifth Third Bank | All Rights Reserved

Corporate banking

$0

$30

$60

$90

$120

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

International

Business lending

Derivatives

Capital markets lending fees

2-Yr

CAGR

YOY 

growth

+10%

-10%

+8%

+33%

+14%

-29%

+11%

+36%

International

•

Letters of credit

•

Foreign exchange

Capital markets lending fees

•

Institutional Sales

•

Asset securitization/conduit fees

•

Loan/lease syndication fees

Derivatives

•

Customer interest rate derivatives

Business lending fees

•

Commitment and other loan fees

9

Fifth Third Bank | All Rights Reserved

$300

$400

$500

$600

$700

$800

3Q07

4Q07

1Q08

2Q08

3Q08

Strong operating performance…

3Q08

reported

results

of

40%

growth

in

pre-tax,

pre-provision

earnings.

3Q08

results

above

exclude

$27

million

BOLI

charge,

$215

million

in

loan

discount

accretion

from

the

acquisition

of

First

Charter,

$76

million

in

revenue

and

$36

million

in

expense

from

a

litigation

settlement

stemming

from

a

prior

acquisition,

and

$45

million

in

Visa

litigation

expense.

2Q08

results

above

exclude

$31

million

loan

discount

accretion

and

$130

million

leveraged

lease

charge.

1Q08

results

above

exclude

$152

BOLI

charge,

$273

Visa

IPO

gain

and

$152

million

reversal

of

Visa

litigation

expenses.

4Q07

results

above

exclude

$177

million

BOLI

charge

and

$94

million

in

Visa

litigation

expense;

3Q07

results

exclude

$78

million

in

Visa

litigation

expense,

$2

million

BOLI

charge,

and

$31

million

in

gains

from

asset

sales;

all

quarters

exclude

securities

gains/losses.

10

Fifth Third Bank | All Rights Reserved

-$1,000

-$800

-$600

-$400

-$200

$0

$200

$400

$600

$800

3Q07

4Q07

1Q08

2Q08

3Q08

…offset by credit costs

See note on p. 9  for adjustments.

Net

charge-

offs

Additional

provision

11

Fifth Third Bank | All Rights Reserved

Real estate driving credit deterioration

0

100,000

200,000

300,000

400,000

500,000

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

C&I/Lease

Auto

Credit Card

Other

CRE

Res RE

0

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

C&I/Lease

Auto/Other

CRE

Res RE

Res

RE

CRE

NPA, charge-off growth driven by residential, commercial real estate

Res

RE

CRE

Total NPAs

Total NCOs

12

Fifth Third Bank | All Rights Reserved

-

500,000

1,000,000

1,500,000

2,000,000

2,500,000

3,000,000

Q3 2007

Q4 2007

Q1 2008

Q2 2008

3Q 2008

Other SE

National

Other MW

Michigan

Florida

-

100,000

200,000

300,000

400,000

500,000

Q3 2007

Q4 2007

Q1 2008

Q2 2008

Q3 2008

Other SE

National

Other MW

Michigan

Florida

Highest

stress

markets

Highest

stress

markets

NPA, charge-off growth driven by Florida and Michigan

Michigan and Florida: most stressed markets

Total NPAs

Total NCOs

13

Fifth Third Bank | All Rights Reserved

Portfolio performance drivers

Performance Largely Driven By

Geography:

Florida, Michigan most stressed (3Q08 C/O ratio)

Total loan portfolio 4.74%

Commercial portfolio 5.14%

Consumer portfolio 4.10%

Remaining Midwest, Southeast performance

reflects economic trends (3Q08 C/O ratio)

Total loan portfolio 1.06% ex-FL/MI

Commercial portfolio 0.72% ex-FL/MI

Consumer portfolio 1.60% ex-FL/MI

Products:

Homebuilder/developer charge-offs $163 million in

3Q08

Total charge-off ratio 2.17% (1.46% ex-HBs)

Commercial charge-off ratio 2.07% (0.86% ex-

HBs)

Brokered home equity charge-offs 5.05% in 3Q08

Direct home equity portfolio 1.00%

No Previous Lending

Subprime

Option ARMs

Discontinued or Suspended Lending

Discontinued:

Brokered home equity ($2.4B)

Suspended:

Homebuilder/residential development ($3.1B)

Other non-owner occupied commercial RE ($9.4B)

Saleability:

All mortgages originated for intended sale*

* Residential construction-related consumer mortgages intended to be held in portfolio until permanent financing compete.

14

Fifth Third Bank | All Rights Reserved

Loss mitigation activities

Reset policies and guidelines

—

Eliminated all brokered home equity production

—

Significantly tightened underwriting limits and exception authorities

—

Further restrictions on consumer guidelines for weaker geographies

—

Suspended all new residential development lending and non-owner occupied

commercial property lending

—

New concentration limits for commercial portfolio

Loss mitigation and containment

—

Implemented Watch and Criticized Asset Reduction initiative

—

Major expansion of commercial and consumer workout teams

—

Implemented aggressive home equity line management program

—

Expanded consumer credit outreach program

—

Rigorous review of geographic exposures

—

Continue to evaluate potential sales of problem loans

15

Fifth Third Bank | All Rights Reserved

•

Capital

plan

and

targets

designed

to

help

ensure

strong

capital

levels,

positioning

Fifth

Third

to

absorb

significant

potential

losses

and

provisions

in

a

potentially

more

difficult

environment

through

2009

•

Revised

capital

targets

in

June

2008

in

order

to

provide

greater

cushion

•

Strengthened

Fifth

Third’s

capital

position

through

several

capital

actions:

—

Capital

actions

intended

to

maintain

a

Tier

1

ratio

within

target

range

if

credit

cycle

significantly

deteriorates

without

further

capital

issuance

–

Capital

issuance

–

Issued

$1.1

billion

of

Tier

1

capital

in

the

form

of

convertible

preferred

securities

-

achieved

new

Tier

1

target

immediately

–

Dividend

reduction

–

Reducing

quarterly

common

dividend

to

$0.15

per

share,

conserves

$1.2

billion

in

common

equity

through

the

end

of

2009

relative

to

previous

$0.44

level

per

share

–

Asset

sales/dispositions

–

No

longer

pursuing

additional

capital

via

sale

of

non-

core

businesses

but

will

continue

to

evaluate

businesses

from

a

strategic

planning

perspective

Received

preliminary

approval

for

U.S.

Treasury

investment

of

$3.45

billion

in

senior

preferred

stock

Strong capital position

6.2%

12.3%

8.6%

3Q08

6-7%

11.5-12.5%

8-9%

Target

N/A

10%

6%

Regulatory

“well-

capitalized”

minimum

9.3%

TE/TA

15.3%

Total Capital

11.6%

3Q08 pro forma for

$3.45B CPP

Tier 1 Capital

Ratio

16

Fifth Third Bank | All Rights Reserved

Strong capital position

Source:

SNL

Financial

and

company

reports.

Uses

6/30/2008

data

where

9/30/2008

data

is

unavailable.

CPP

impact

calculated

as

CPP

dollar

amount

divided

by

most

recently

disclosed

risk-weighted

assets

and

tangible

assets

per

SNL.

*PNC/NCC

capital

ratios

from

10/24/2008

investor

presentation

on

tangible

equity

basis.

WFC/WB

capital

ratios

year-end

estimates

from

10/03/2008

investor

presentation.

Adjusted

to

reflect

$5

billion

in

additional

CPP

preferred

shares,

$10

billion

of

additional

common

equity,

and

tangible

equity

effect.

TE

Impact

3Q08

TE

Tier 1

Impact

3Q08

Tier 1

Tangible

Equity/

Tangible

Assets

Tier 1

7.1

5.4

5.2

5.7

6.4

5.8

6.2

6.6

7.0

6.9

7.6

8.1

3.7

4.9

11.1

10.7

9.6

9.5

9.3

9.3

8.5

8.4

8.3

8.0

7.8

CMA

COF

MI

KEY

ZION

FITB

HBAN

STI

RF

USB

BBT

WFC/

WB*

MTB

PNC/

NCC*

9.4

11.3

8.9

8.6

8.5

8.1

7.9

8.5

7.5

7.4

8.2

7.8

10.0

8.9

14.3

12.3

11.9

11.6

11.5

10.9

10.9

10.8

10.4

10.3

10.2

COF

BBT

HBAN

FITB

USB

ZION

MI

KEY

RF

CMA

STI

PNC/

NCC*

WFC/

WB*

MTB

17

Fifth Third Bank | All Rights Reserved

Fifth Third differentiators

Integrated affiliate delivery model

Strong sales culture

Operational efficiency

Streamlined decision making

Integrated payments platform (FTPS)

Acquisition integration

Customer satisfaction

18

Fifth Third Bank | All Rights Reserved

Bradenton-Sarasota-Venice, FL

2008  

Rank

Institution (ST)

2008   

Number

of     

Branches

2008       

Total      

Deposits in  

Market     

($000)

2008   

Total  

Market 

Share  

(%)

1

Bank of America

38

3,563,501

21.31

2

Wachovia Corp.

34

3,123,006

18.68

3

SunTrust

35

1,812,254

10.84

4

Pro Forma Fifth Third

17

685,391

4.10

4

Century Financial Group

10

657,159

3.93

5

Corp.

8

532,228

3.18

6

BB&T

16

462,948

2.77

7

Northern Trust

4

433,101

2.59

8

Fifth Third

13

420,807

2.52

9

Regions Financial

22

413,923

2.48

10

RBC Centura

12

355,152

2.12

11

Bank of Commerce

3

291,141

1.74

12

Colonial BancGroup

8

283,775

1.70

13

LandMark Financial

6

265,416

1.59

14

Freedom Bank

4

264,584

1.58

15

Superior Bancorp

3

250,859

1.50

Total

336

16,721,587

•

1.16%

deposit

premium

–

assumed

all

deposits

•

Exclusive

right

to

purchase

branches

at

appraised

value

within

90

days

of

close

•

Increases

market

share

from

8 

to

4 

in

Bradenton-Sarasota-Venice

MSA

Freedom Bank

th

th

19

Fifth Third Bank | All Rights Reserved

Summary and priorities

Delivery

of

strong

operating

results

remains

a

hallmark

of

Fifth

Third

despite

sluggish

economy

—

Despite

a

difficult

operating

environment,

core

businesses

are

creating

new

and

profitable

opportunities

to

enhance

franchise

value

Fifth

Third

has

taken

steps

to

ensure

it

is

well-positioned

to

weather

potential

further

deterioration

in

the

credit

environment

—

Michigan

and

Florida

exposures

and

stressed

housing

markets

have

pressured

earnings

—

Proactive

measures

to

mitigate

exposures

including

tightened

credit

standards

for

new

loans

as

well

as

operational

revisions

to

contain

credit

losses

in

existing

portfolios

Capital

plan

designed

to

maintain

strong

capital

levels

under

significant

additional

stress

in

credit

trends

—

With

a

strong

capital

position,

Fifth

Third

expects

to

successfully

navigate

through

the

current

difficult

market

conditions

and

continue

to

be

one

of

the

strongest

retail

and

commercial

banking

organizations

in

the

U.S.

20

Fifth Third Bank | All Rights Reserved

Cautionary statement

This

report

may

contain

forward-looking

statements

about

Fifth

Third

Bancorp

within

the

meaning

of

Sections

27A

of

the

Securities

Act

of

1933,

as

amended,

and

Rule

175

promulgated

thereunder,

and

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended,

and

Rule

3b-6

promulgated

thereunder,

that

involve

inherent

risks

and

uncertainties.

This

report

may

contain

certain

forward-looking

statements

with

respect

to

the

financial

condition,

results

of

operations,

plans,

objectives,

future

performance

and

business

of

Fifth

Third

Bancorp

including

statements

preceded

by,

followed

by

or

that

include

the

words

or

phrases

such

as

“believes,”

“expects,”

“anticipates,”

“plans,”

“trend,”

“objective,”

“continue,”

“remain”

or

similar

expressions

or

future

or

conditional

verbs

such

as

“will,”

“would,”

“should,”

“could,”

“might,”

“can,”

“may”

or

similar

expressions.

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

national

or

in

the

states

in

which

Fifth

Third,

does

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)

changes

and

trends

in

capital

markets;

(8)

competitive

pressures

among

depository

institutions

increase

significantly;

(9)

effects

of

critical

accounting

policies

and

judgments;

(10)

changes

in

accounting

policies

or

procedures

as

may

be

required

by

the

Financial

Accounting

Standards

Board

or

other

regulatory

agencies;

(11)

legislative

or

regulatory

changes

or

actions,

or

significant

litigation,

adversely

affect

Fifth

Third,

or

the

businesses

in

which

Fifth

Third,

one

is

engaged;

(12)

ability

to

maintain

favorable

ratings

from

rating

agencies;

(13)

fluctuation

of

Fifth

Third’s

stock

price;

(14)

ability

to

attract

and

retain

key

personnel;

(15)

ability

to

receive

dividends

from

its

subsidiaries;

(16)

potentially

dilutive

effect

of

future

acquisitions

on

current

shareholders'

ownership

of

Fifth

Third;

(17)

effects

of

accounting

or

financial

results

of

one

or

more

acquired

entities;

(18)

difficulties

in

combining

the

operations

of

acquired

entities;

(19)

inability

to

generate

the

gains

on

sale

and

related

increase

in

shareholders’

equity

that

it

anticipates

from

the

sale

of

certain

non-core

businesses;

(20)

loss

of

income

from

the

sale

of

certain

non-core

businesses

could

have

an

adverse

effect

on

Fifth

Third’s

earnings

and

future

growth;

(21)

ability

to

secure

confidential

information

through

the

use

of

computer

systems

and

telecommunications

networks;

(22)

the

impact

of

reputational

risk

created

by

these

developments

on

such

matters

as

business

generation

and

retention,

funding

and

liquidity;

and

(23)

the

Treasury

providing

satisfactory

definitive

documentation

for

its

purchase

of

senior

preferred

shares

and

agreement

on

final

terms

and

conditions.

Additional

information

concerning

factors

that

could

cause

actual

results

to

differ

materially

from

those

expressed

or

implied

in

the

forward-looking

statements

is

available

in

the

Bancorp's

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2007,

filed

with

the

United

States

Securities

and

Exchange

Commission

(SEC).

Copies

of

this

filing

are

available

at

no

cost

on

the

SEC's

Web

site

at

www.sec.gov

or

on

the

Fifth

Third’s

Web

site

at

www.53.com.

Fifth

Third

undertakes

no

obligation

to

release

revisions

to

these

forward-looking

statements

or

reflect

events

or

circumstances

after

the

date

of

this

report.