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): April 21, 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)

(800) 972-3030

(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 April 21, 2009, the following presentation was made during the 2009 Annual Meeting of Shareholders of Fifth Third Bancorp. 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)
April 21, 2009	/s/    Ross J. Kari
	Ross J. Kari
	Executive Vice President and
	Chief Financial Officer

EX-99.1

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Fifth Third Bank | All Rights Reserved

Annual Meeting of Fifth Third Shareholders

April 21, 2009

Kevin Kabat

Chairman, President and Chief Executive Officer

Exhibit 99.1

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Fifth Third Bank | All Rights Reserved

Agenda

Economic environment

and government actions

Current focus areas

Capital profile and planning

Credit actions

Industry outlook

and strategic direction

Building a better tomorrow

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

3

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Roots of the economic crisis

Global savings imbalances

—

Low U.S savings rate

—

Low interest rates due to U.S. monetary policy post 9/11 and high overseas savings

rates (e.g. China)

The housing bubble

—

Poor underwriting standards and novel mortgage products significantly increase

housing demand and homeownership

—

Property values escalate, borrowers increase leverage by refinancing and cashing

out, equity created through appreciation

—

An increase in defaults, beginning with subprime, Alt-A, and option ARM mortgages

triggers home price devaluation

—

Lower home values reduces consumer spending, leading to recession and spread of

credit issues onto prime consumer loans and commercial lending

Higher than normal leverage in financial system

—

Magnification of losses

—

High default risk in economic downturn

Oversight failures

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The banking industry will remain under pressure as rising unemployment, accelerating home price depreciation, weak

consumer spending and tight credit conditions continue to negatively impact the global economy in 2009. Furthermore,

very low rates with a flatter yield curve present margin challenges for the banking industry heading into 2009.

While the Fed Funds rate is a range of 0%-0.25%, credit spreads have

widened.

Housing

depreciation

continues

to

significantly

impact

losses

on

foreclosures.

A prolonged recession expected to drive high credit losses in 2009

Labor market

Retail and consumer spending

Housing market

Interest rate market

Unemployment is expected to exceed 8% in 2009, up from 5% in December,

2007.

Difficult environment

-4.00%

-2.00%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

10 Yr. Avg.

Last 6 Mos.

2009 F

GDP

Unemployment

-2.00%

-1.00%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

10 Yr. Avg.

Last 6 Mos.

2009 F

Consumer Spending (Annual)

Retail Sales (Annual)

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

10 Yr. Avg.

Last 6 Mos.

2009 F

Fed Funds

Spreads (Bank Sub Debt)

-20.00%

-10.00%

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

10 Yr. Avg.

Last 6 Mos.

2009 F

Growth in Foreclosures as % of Total Loans

Housing Price Appreciation (Annual)

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Difficult environment (cont.)

Our

footprint

has

experienced

very

high

foreclosure

rates

during

2008,

most

notably

in

Florida,

Michigan and Ohio

Source: Realty Trac

2008 foreclosure rates

1

Nevada

    7.29

2

Florida

    4.52

3

Arizona

    4.49

4

California

    3.97

5

Colorado

    2.41

6

Michigan

    2.35

7

Ohio

    2.25

8

Georgia

    2.20

9

Illinois

    1.91

10

New Jersey

    1.80

Foreclosure rates by state

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Government programs have stabilized markets

1Q 2008

2Q 2008

3Q 2008

1Q 2009

Period

Government programs

Market events

•

BAC/Countrywide

•

JP Morgan/Bear Stearns

•

Economic Stimulus Act of 2008

•

IndyMac

failure

•

Freddie Mac & Fannie Mae

•

BAC/Merrill Lynch & Co.

•

LEH bankruptcy filing

•

AIG rescue

•

JPM/Washington Mutual

•

Housing and Economic Recovery Act of 2008

•

Financial Stability Plan

–

Capital Assistance Program

–

Public-Private Investment Fund

–

Term Asset-Backed Lending Facility

–

Comprehensive Housing Program

•

American Recovery and Reinvestment Act of 2009

•

Homeowner Affordability and Stability Plan

4Q 2008

•

Wells Fargo/Wachovia

•

PNC/National City

•

Auto industry meltdown

•

Emergency Economic Stabilization Act of 2008

–

Capital Purchase Program

–

Temporary Liquidity Guarantee Program

–

Commercial Paper Funding Facility

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Capital actions

Committed to maintaining safety and soundness while also

maximizing the long-term earnings potential of our franchise

Announced capital plan in June

—

Raised $1.1 billion of convertible preferred equity

—

Reduced quarterly cash dividend, preserving $1 billion

annually

—

Fifth Third Processing Solutions joint venture with Advent

International adds $1.2 billion of tangible equity capital

Participated in U.S. Treasury’s Capital Purchase Program

(CPP)

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•

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

•

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

—

Issued

$1.1

billion

of

Tier

1

capital

in

the

form

of

convertible

preferred

securities;

achieved

new Tier 1 target immediately

—

Reduced quarterly common dividend to $0.01 per share, conserves nearly $1 billion in

common equity on a full year basis compared to $0.44 level

—

Completed

the

sale

of

$3.4

billion

in

senior

preferred

shares

to

the

U.S.

Department

of

the

Treasury under the Capital Purchase Program

—

$1.2 billion increase in Tier 1 capital from Fifth Third Processing Solutions JV

Strong capital position

8.8%

15.7%

11.5%

4Q08 Pro forma

for Processing

Solutions JV

7.9%

14.8%

10.6%

4Q08

6-7%

11.5-12.5%

8-9%

Target

N/A

10%

6%

Regulatory

“well-

capitalized”

minimum

TE/TA

Total Capital

Tier 1 Capital

Ratio

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15.0

13.8

12.3

11.9

11.5

11.2

10.9

10.9

10.9

10.7

10.7

10.6

10.6

10.4

10.2

9.7

9.5

9.2

8.8

8.6

7.8

FHN

COF

BBT

C

FITB

(pro

forma*)

SNV

JPM

KEY

STI

HBAN

CMA

USB

FITB

RF

ZION

PNC

MI

BAC

MTB

CNB

WFC

Tier 1 capital ratio comparison

Relative capital position at 12/31/2008

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

*pro forma for Fifth Third Processing Solutions JV

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Credit

Key Process Improvements

The depth and magnitude of the recession has resulted in unprecedented credit

losses for Fifth Third

—

Despite avoiding some of the worst hit areas, such as sub-prime lending

and exotic mortgage originations, our geographic concentrations and

exposures to homebuilders have elevated our losses

Prudently revised underwriting standards

Exited brokered home equity originations and tightening credit guidelines for

consumer products

Suspending new originations to homebuilders in 2007 and commercial non-

owner occupied lending in 2008 proved to be timely and prudent

Over the last 12-18 months we have taken very important steps to improve the

timeliness and efficiency of all of our credit management processes

—

Centralized all credit and underwriting responsibility, improved

process

flow, reduced loan cycle time and established detailed exception

reporting.

—

Other re-engineering efforts consist of specific improvements in key areas:

underwriting/origination, portfolio management, loss mitigation and talent

management.

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Significantly strengthened

credit metrics/risk profile

Source: SNL and company reports. Peer medians exclude banks for which data 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.

FITB

FITB

3Q08

4Q08

Credit Metrics

Allowance/Loans

2.41

3.31

+90 bps

2.17

NPLs/Loans*

3.04

2.69

-35 bps

1.81

NPAs/Loans*

3.3

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

11.49

Tangible Equity/Tangible Assets

6.19

7.86

+167 bps

7.51

8.76

Tangible Common Equity/Tangible Assets

5.23

4.23

-100 bps

4.97

5.17

Peer 4Q08

Median

Pro Forma

for JV

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Strategic direction

Continued focus on daily execution of customer-facing aspects of our businesses

—

Expanding merchant sales force in partnership with Advent

—

Diversifying product and channel offerings, such as the introduction of mobile

banking

—

Refining branch network via opportunistic franchise growth

–

Freedom Bank deposit and branch acquisition from FDIC

–

Deal with Kroger to place Bank Marts in Atlanta stores

–

Ongoing network optimization through consolidation

Manage expenses and pricing optimization strategies while preserving capital

Tied for first among the U.S. largest banks as measured in the University of

Michigan American Customer Satisfaction Index

Building long-term value of our core franchise and the earnings power of the

underlying businesses, although our near-term results are clearly impacted by

credit

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ACSI -

University of Michigan

Fifth Third Bank’s Customer Satisfaction score is significantly higher

than all other measured banks* and surpassed the industry average by 1 point

80

80

74

76

79

76

72

73

74

73

67

72

69

69

All Others

Fifth Third

Wachovia

B of A

Chase

Wells

Citigroup

2007

2008

2008 Industry Average

* Wachovia tied with Fifth Third

Fifth

Third

Bank

engaged

the

American

Customer

Satisfaction

Index

(ACSI)

in

custom

research

projects

surveying

Fifth

Third

Bank

customers

in

the

4

th

quarter

of

2007.

In

the

surveys,

ACSI

used the same statistical methodology as the independently measured banks, Wachovia, Bank of America, Chase, Wells Fargo, and Citigroup

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Fifth Third Bank | All Rights Reserved

Solid operating results despite sluggish economy

—

Continued day-to-day execution

—

Focus on long-term value creation

Core funding orientation

—

Deposits are our most valuable resource

Significant reduction in credit risk, improvement in coverage ratios

—

Proactive measures to mitigate exposures, tighten credit standards for new

loans, improve operations to contain losses in existing portfolios

—

Improvements more evident as new loans become larger percentage of

portfolio

Capital position remains strong in conjunction with credit risk actions

—

Proactive steps taken throughout cycle

Summary

Fifth Third Bank | All Rights Reserved

15

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Cautionary statement

This report may contain forward-looking statements about Fifth Third Bancorp and/or the LLC 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 and/or the LLC 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, and/or the LLC 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, and/or the

LLC or the businesses in which these entities are engaged; (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 in separating the operations of the LLC; (21) lower than expected gains related to sale of businesses; (22) loss

of income from the sale of businesses that could have an adverse

effect on Fifth Third’s earnings and future growth; (23) failure

to consummate the transaction described herein; (24) ability to secure confidential information through the use of computer

systems and telecommunications networks; and (25) 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, 2008, 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.