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): January 28, 2009

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 January 28, 2009, Fifth Third Bancorp will present at the Citigroup 2009 Financial Services 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)
January 28, 2009	/s/ Ross J. Kari
	Ross J. Kari
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Citigroup 2009

Financial Services Conference

Kevin Kabat, Chairman, President and CEO

January 28, 2009

Please refer to earnings release dated January 22, 2009

for further information, including full results reported on a GAAP basis

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

4Q08 IN REVIEW

Difficult quarter due to continued deterioration in credit and significant non-recurring items

—

4Q08 net loss of $2.2 billion, or $3.82 per diluted share; full year net loss of $2.2 billion or

$3.94 per diluted share

—

Sold

or

transferred

to

held-for-sale

$1.6

billion

in

original

loan

balances,

incurred

losses

of

$800

million

on

these

loans;

allowance

for

loan

and

lease

losses

increased

$729

million

—

Non-cash

goodwill

impairment

charge

of

$965

million

Core business momentum remains solid

—

Net interest income growth of 14% from the previous year driven by loan discount accretion

related to the second quarter First Charter acquisition. Excluding loan discount accretion,

net interest income increased 4%

—

Fee

income

growth

of

26%,

up

4%

excluding

BOLI

and

OTTI

charges,

on

continued

growth

in payments processing revenue, deposit service revenue and corporate banking

revenue 

—

Average core deposits up 2% and average total deposits up 8%

Strong capital position, well above target ranges

—

Tier 1 capital ratio of 10.6%

—

Total capital ratio of 14.8%

—

Tangible equity ratio of 7.9%

—

Capital actions included reducing the dividend to $0.01 from $0.15 per share and completing

the sale of approximately $3.4 billion in preferred shares to the U.S. Treasury

3

Fifth Third Bank | All Rights Reserved

SIGNIFICANTLY STRENGTHENED

CREDIT METRICS/RISK PROFILE

Source: SNL and company reports. Peer medians exclude banks for which data is not yet available.

Peers include BAC, BBT, COF, C, CMA, FHN, HBAN, JPM, KEY, MTB, MI, RF, SNV, STI, USB and ZION.

* Excludes NPAs held-for-sale for all banks.

Credit Metrics

FITB

3Q08

FITB

4Q08

Peer 4Q08

Median

Allowance/Loans

2.41

3.31

+90 bps

2.17

NPLs/Loans*

3.04

2.69

-35 bps

1.81

NPAs/Loans*

3.30

2.96

-34 bps

2.09

Allowance/NPLs*

0.79

1.23

+44 bps

0.93

Allowance/NPAs*

0.73

1.11

+38 bps

0.78

Capital Ratios

Tier 1 Ratio

8.57

10.59

+202 bps

10.81

Tangible Equity/Tangible Assets

6.19

7.86

+167 bps

7.51

Tangible Common Equity/Tangible

Assets

5.23

4.23

-100 bps

4.97

4

Fifth Third Bank | All Rights Reserved

Tangible book value $1.5 billion lower than year-end 2007 after challenging 2008

—

Allowance/reserves for loan losses and unfunded commitments increased $2.0 billion

—

Net reduction of $223 million of combined capital and after-tax reserves, or 3% of year-end

2007 levels

•

Pre-tax pre-provision earnings, before goodwill impairment of $2.9 billion, has been sufficient to

absorb $2.7 billion in net-charge-offs, including $800 million in charge-offs related to loans sold or

moved to held for sale in 4Q08

•

Fifth Third retains virtually all of its pre-2008 loss absorption capacity; preferred shares have added

to that capacity

4Q07

1Q08

2Q08

3Q08

4Q08

2008

Tangible book value

6.5

6.7

5.9

5.8

5.0

(1.5)

Allowance for loan losses

0.9

1.2

1.6

2.1

2.8

1.9

Reserves for unfunded commitments

0.1

0.1

0.1

0.1

0.2

0.1

     Total reserves

1.0

1.3

1.7

2.2

3.0

2.0

     Total reserves (after-tax)

0.7

0.9

1.1

1.4

1.9

1.3

Tangible book value plus after-tax reserves

7.2

7.6

7.0

7.3

7.0

(0.2)

STRONG CAPACITY TO ABSORB LOSSES

Loss Absorption Capacity:

2008

2008 PTPP Income*

2.9

YE08 Allowance for Loan Losses

2.8

YE08 Tangible Common Equity

5.0

YE08 Preferred stock

4.2

Total

15.3

Current 1Q09 expected net charge-offs ~$0.5 B

* Excluding $965 million in 4Q08 goodwill impairment.

YE08 Purchase Accounting Marks

0.4

5

Fifth Third Bank | All Rights Reserved

•

Capital

plans

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 intended to

maintain a Tier 1 ratio within or above target range

—

Capital issuances

–

Issued

$1.1

billion

of

Tier

1

capital

in

the

form

of

convertible

preferred

securities;

achieved new Tier 1 target immediately

–

Completed

the

sale

of

$3.4

billion

in

senior

preferred

shares

to

the

U.S.

Department of the Treasury under the Capital Purchase Program

—

Dividend reductions

–

Reduced quarterly common dividend to $0.01 per share,

conserves approximately $300 million in common equity on a full year basis

STRONG CAPITAL POSITION

N/A

6-7%

7.9%

TE/TA

14.8%

10.6%

4Q08

11.5-12.5%

8-9%

Target

10%

6%

Regulatory

“well-

capitalized”

minimum

Total Capital

Tier 1 Capital

Ratio

6

Fifth Third Bank | All Rights Reserved

CAPITAL PLANS

Expect capital levels to continue to exceed targets near-term in difficult economic

environment

Comfortable with current levels of capital, including tangible common equity (TCE)

ratio

Longer-term, expect to manage company at higher TCE levels

Potential or expected avenues of improvement

—

Stronger earnings as credit cycle subsides

—

Strategic avenues including potential sale of high-value assets

—

Eventual conversion of convertible preferred stock into $1.1 billion in common

equity (stock convertible into 96 million common shares)

7

Fifth Third Bank | All Rights Reserved

STRONG FUNDING POSITION

Fifth Third remains heavily core funded

—

Core deposit growth of $3.5 billion, total

deposit growth of $5.6 billion since July

2008

Flexibility and liquidity further enhanced by

—

Dividend reductions

—

Large capital raise further bolstered

Holding Company cash and capital levels

—

Significant committed lines available to

access secured borrowings against assets

Stable Funding

Highlights

Equity

10%

Other

liabilities

4%

ST

Borrowings

9%

Savings /

MMDA

17%

Interest

Checking

12%

Foreign Office

2%

Non-core

Deposits

10%

Consumer

Time

12%

Demand

13%

Long Term

Debt

11%

Current holding company cash position through

1Q10 sufficient to satisfy all fixed obligations over

the next 24 months

—

debt maturities; common and preferred

dividends; interest and other expenses

without accessing capital markets, relying on

dividends from subsidiaries, or proceeds from asset

sales

$31 million in debt maturities in 2009; none in next

four years

Holding Company Highlights

Significant available borrowing capacity at each

subsidiary bank

Reduction of overnight borrowings through use of

more dependable, less expensive secured facilities

Current unused borrowing capacity under secured

facilities sufficient to fund all unsecured maturities

for over five years

—

Assumes no access to capital markets

Active management to maintain available lines

associated with pledgeable assets to ensure

contingency funding

—

Current unused available borrowing capacity

$17 billion

Bank Sub Highlights

Wholesale

8

Fifth Third Bank | All Rights Reserved

PORTFOLIO PERFORMANCE DRIVERS

*

Performance Largely Driven By

No Participation In

Subprime mortgages

Option ARMs

Discontinued or Suspended Lending

Discontinued in 2007:

Brokered home equity ($2.3B)

Suspended in 2008:

Homebuilder/residential development ($2.5B)

Other non-owner occupied commercial RE ($8.6B)

Saleability:

All mortgages originated for intended sale

**

** Residential construction-related consumer mortgages intended to be held in portfolio until permanent financing complete. Jumbo mortgage originations currently

being held due to market conditions.

* Loans remaining in loan portfolio as of December 31, 2008 (data excludes loans held-for-sale)

Geography:

Florida, Michigan most stressed

FY2008 C/O ratio:

Total loan portfolio 3.7%

Commercial portfolio 4.0%

Consumer portfolio 3.3%

Remaining Midwest, Southeast performance reflects

economic trends

FY2008 C/O ratio:

Total loan portfolio 1.7% ex-FL/MI

Commercial portfolio 1.7% ex-FL/MI

Consumer portfolio 1.5% ex-FL/MI

Products:

Homebuilder/developer charge-offs $368 million for FY  

2008

Total charge-off ratio 2.3% (1.9% ex-HBs)

Commercial charge-off ratio 2.4% (1.8% ex-HBs)

Brokered home equity charge-offs 4.7% in 4Q08

Direct home equity portfolio 1.0%

9

Fifth Third Bank | All Rights Reserved

86% OF COMMERCIAL LOAN CHARGE-OFFS (BY VALUE) IN

2008 ARE FROM LOANS ORIGINATED BEFORE 2007

2004 & prior

32%

2007

Core*

12%

2008

2%

2007 Crown

6%

2005

23%

2006

25%

Profile of 2008 commercial charge-offs ($) by

obligor vintage

Note: Core excludes acquired portfolios

* Includes a $25MM fraud loss, which accounts for 37% of the core 2007 vintage losses

2006 was the single greatest contributing

year to commercial charge-offs in 2008,

comprising 25% of charge-offs

14% of charge-offs in 2008 from loans

originated in 2007 or later

Loans originated in 2005 and 2006 expected

to continue to account for majority of losses

Highlights

10

Fifth Third Bank | All Rights Reserved

‘HOME BUILDER’

LOANS ACCOUNT FOR 40% OF TOTAL 2008

COMMERCIAL LOSSES, LARGELY FROM LOANS IN FLORIDA

AND MICHIGAN

Other

4%

FL (Other)

31%

OH

7%

MI

42%

TN

1%

FL

(Crown)**

14%

‘Home Builder’

loan losses by

geography

*   Home builder loans represent loans extended to home builders

and developers to support residential real estate

** Crown losses were driven by several large home builders significantly exceeding their MTM purchase accounting adjustments

•

Florida and Michigan

account for 37% of the

total homebuilder loan 

portfolio but 87% of the

‘home builder’

losses

through December 2008

•

Expected home builder

charge-offs absent any

other credit actions, will

likely remain high in 2009

as residential and land

valuations remain under

stress

•

Suspended new

originations to sector in

2007

•

5% of commercial loans;

< 3% of total gross loans

Highlights

Overview of 2008

commercial loan losses

60%

40%

2008 Losses

Other

‘Home

builder’*

100% = $2.0 BN

11

Fifth Third Bank | All Rights Reserved

2008

2007

2006

OVERVIEW OF ACTIONS TAKEN TO IMPROVE COMMERCIAL

CREDIT PROCESS

Tightened

underwriting

Centralized

underwriting

to drive

consistency

Implemented

concentration

limits

Adopted

aggressive

portfolio

management

1

2

3

4

•

Created centralized business

banking underwriting channel

at two centers

•

Centralized credit reporting

lines from affiliates

•

Enhanced tracking of

covenant and policy

exceptions

•

Reduced individuals with

business banking override

authority by two-thirds

•

Stopped new originations to

home

builders

•

Adopted new commercial

concentration limits by

geography and asset type

•

Implemented

reduction of

watch and criticized loans

•

Stopped new originations for

non-owner occupied RE

•

Created centralized private

banking credit function

Key actions

•

Sold or transferred to held-

for-sale loans with a

contractual balance of $1.6B

12

Fifth Third Bank | All Rights Reserved

COMMERCIAL PORTFOLIO ACTIONS

Loans identified where sale value

believed to exceed work out value

Portfolio actions reduced risk of further

loss on more problematic loan portfolios

Loans sold or transferred to held-for-

sale reduced to value of approximately

$0.33 on dollar

$440 million, or 55%, of losses were on

homebuilder / developer credits

55% of carrying values on non-accrual

as of 9/30/08; remainder believed to

have significant potential issues

warranting sale

Of the $800 million in 4Q08 losses:

—

93% in Michigan and Florida

—

95% on CRE loans

9/30/2008

Total

Current

Contractual

carrying

4Q08

carrying

($ in millions)

balance

value

charge-offs

value

Sold

240

177

120

-

Moved to held-for-sale

1,370

1,165

680

473

Total

$1,610

$1,342

$800

$473

NPAs as of 9/30/2008

980

732

474

229

Non-NPAs as of 9/30/2008

630

609

326

244

Total

$1,610

$1,342

$800

$473

Florida

809

670

394

261

Michigan

651

538

354

138

Georgia

17

16

5

7

North Carolina

27

16

2

14

Other

106

102

45

53

Total

$1,610

$1,342

$800

$473

C&I

75

60

39

24

Commercial Mortgage

718

625

372

231

Commercial Construction

817

657

389

218

Commercial Lease

-

-

-

-

Total

$1,610

$1,342

$800

$473

13

Fifth Third Bank | All Rights Reserved

81% OF CONSUMER LOAN CHARGE-OFFS (BY VALUE) IN 2008

ARE FROM LOANS ORIGINATED BEFORE 2007

2006

30%

2005

32%

2007

16%

2008

3%

2004 &

prior

19%

Profile of 2008 consumer charge-offs ($) by

obligor vintage

2005 contributed the largest proportion

(32%) of consumer charge-offs

19% of charge-offs in 2008 from consumer

loans originated in 2007 or later

2005 and 2006 vintages expected to continue

to account for majority of losses in 2009

Highlights

* Excluding credit card.

14

Fifth Third Bank | All Rights Reserved

FITB HAS ADDRESSED THE ORIGINATION SOURCES THAT

LED TO THE MAJORITY OF CONSUMER HOME EQUITY CREDIT

LOSSES

29%

22%

8%

41%

2008 consumer home equity dollar charge-offs

by source/root cause

Targeted actions have addressed the source

of 92% of home equity losses

With these actions in place, relationship-

based underwriting losses would account

for 8% of the total

Similar actions have been taken to address

losses in mortgage portfolio

Highlights

On-going

originations

Addressed

through guideline

restrictions

Retail

broker

HEA

(e.g., increases in

required CLTVs,

FICO scores,

exceptions)

•

Exit/shut-down in Q108

•

Exit/shut-down in Q307

15

Fifth Third Bank | All Rights Reserved

68.4%

75.5%

80.1%

2006

2007

2008

775

761

751

2006

2007

2008

UNDERWRITING ACTIONS HAVE IMPROVED HOME EQUITY

QUALITY

1%

7%

14%

2006

2007

2008

40%

28%

25%

2006

2007

2008

Weighted avg. CLTV (combined loan-to-value)

Weighted avg. FICO score*

% of broker originated loans

% 1

st

lien position

* At origination

16

Fifth Third Bank | All Rights Reserved

76.3%

80.7%

83.4%

2006

2007

2008

747

729

717

2006

2007

2008

UNDERWRITING ACTIONS SINCE 2006 HAVE SIGNIFICANTLY

IMPROVED ORIGINATION QUALITY IN MORTGAGE

1.5%

5%

8%

2006

2007

2008

0%

3%

16%

2006

2007

2008

Weighted avg. LTV (loan-to-value)

Weighted avg. FICO score*

$ of non-owner occupied home originations

% of lot loan originations

*At origination

Note: 2008 non-owner occupied data is YTD as of September 30, 2008

17

Fifth Third Bank | All Rights Reserved

OVERVIEW OF ACTIONS TAKEN TO IMPROVE CONSUMER

CREDIT PROCESS

Tightened

underwriting

Centralized

underwriting

to drive

consistency

Adopted

aggressive

portfolio

management

•

Established Regional Credit

Centers for direct real estate

and indirect underwriting

•

Reduced from 22

affiliate

mortgage fulfillment centers to

13 centers

•

Began loan modification

program for borrowers,

resulting in 40% cure rate and

~20% re-default rate today

•

Limited exceptions in home

equity, targeting broker and

high LTV segments

•

Limited override authorities to

affiliate presidents, LOB heads

•

Started home equity line

management, reducing

unutilized line exposure by

nearly $1B

•

Reduced from 13

affiliate

mortgage fulfillment centers to

3 centralized centers

•

Centralized underwriting of

auto loans through indirect

channel

•

Tightened home equity

lending collateral and credit

guidelines

•

Reduced policy exception

levels to <5%

•

Ceased brokered home equity

lending

•

Discontinued mortgage spec

lending

•

Revised auto guidelines and

improved risk/return through

pricing changes

•

Implemented new bankcard

scoring model with minimum

FICO of 660

•

Centralized underwriting of

auto loans through direct

channel

•

Adopted 95% mortgage

salability strategy

•

Implemented appraisal review

desk

2008

2007

2006

Key actions

1

2

3

18

Fifth Third Bank | All Rights Reserved

SUMMARY

Solid operating results despite sluggish economy

Significant reduction in credit risk, improvement in coverage ratios

Capital position remains strong in conjunction with credit risk actions

Core funding orientation

Proactive measure to mitigate exposures, tighten credit standards for new

loans, improve operations to contain losses in existing portfolios

19

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,

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)

lower

than

expected

gains

related

to

any

potential

sale

of

businesses,

(20)

loss

of

income

from

any

potential

sale

of

businesses

that

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;

and

(22)

the

impact

of

reputational

risk

created

by

these

developments

on

such

matters

as

business

generation

and

retention,

funding

and

liquidity.

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.