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 9, 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 November 10, 2009, Fifth Third Bancorp will present at the Bank of America Merrill Lynch Banking and 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)
November 9, 2009	/s/    DANIEL T. POSTON
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Bank of America Merrill Lynch Banking &

Financial Services Conference

Kevin Kabat

Chairman, President & CEO

November 10, 2009

Please refer to earnings release dated October 22, 2009 and 10-Q dated

November

6,

2009

for

further

information,

including

full

results

reported

on

a

U.S. GAAP basis

Exhibit 99.1

2

©

Fifth Third Bank | All Rights Reserved

Fifth Third overview

* As of 3Q09

** Fortune magazine, March 16, 2009

$111

billion

assets

#13

*

1,306 banking centers

Over 2,372 ATMs

16 affiliates in 12 states

Fifth Third Bank has been

dedicated to serving the needs

of Midwestern families and

businesses for more than 150

years

Top 10 Superregional Bank for

8 consecutive years

**

3

Fifth Third Bank | All Rights Reserved

3Q09 results vs. peers

Range

Metric

Rank / 13

Peer average

Net interest margin

7

3.36%

2.68%

4.36%

3.43%

Seq. net interest margin growth

2

7 bps

(18 bps)

18 bps

17 bps

Seq. net interest income growth

3

2.3%

(4.2%)

9.2%

4.5%

Tangible common equity ratio

5

5.9%

3.2%

8.0%

6.7%

Tier 1 ratio

1

11.0%

8.4%

13.2%

13.2%

7

6.9%

5.2%

8.4%

7.0%

Tier 1 common ratio

1

2.79%

1

2

3

4

5

6

7

1.66%

4.69%

4.69%

Reserves / loans

2

75%

8

44%

130%

114%

Reserves / NPAs

4

110%

9

66%

185%

122%

Reserves / annualized NCOs

Peers include: BBT, CMA, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, WFC, ZION. Source: SNL and company reports

NPAs exclude HFS portion for all banks. Exclude covered assets for BBT, USB, and ZION. MTB Tier 1 common ratio as of 6/30/2009.

4

©

Fifth

Third

Bank

|

All

Rights

Reserved

Net interest income

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

3Q08

4Q08

1Q09

2Q09

3Q09

0

100

200

300

400

Spread (right axis)

Asset yield

Liability rate

3.33%

3.13%

2.92%

3.15%

3.37%

2.0%

2.5%

3.0%

3.5%

4.0%

3Q08

4Q08

1Q09

2Q09

3Q09

$300

$400

$500

$600

$700

$800

$900

Net interest income (right axis)

NIM

Core NII and NIM

•

Trends in net interest income and net

interest margin compare favorably with

peers

–

Stable NII in 4Q09

•

Expect continued expansion in NIM in

4Q09

–

Approximately 10 bps

Yields and rates

SEQ NII and NIM growth compared to peers

4.5%

17 bps

2.3%

7 bps

NIM growth

NII growth

FITB

Peer average

Peers include: BBT, CMA, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, WFC, ZION

Source: SNL and company reports

Results above exclude $130M and $6M charge related to leveraged lease litigation in 2Q08 and 1Q09, respectively. Also excluded is $215M, $81M, $41M,

$35M, and $27M in loan discount accretion from the First Charter acquisition in 3Q08 , 4Q08, 1Q09,2Q09, and 3Q09 respectively.

5

©

Fifth Third Bank | All Rights Reserved

Deposit share momentum

Source: FDIC, SNL Financial; branches included are full service retail / brick and mortar; data excludes headquarters branches with over $250 million in deposits

•

Continued focus on

customer satisfaction

and building full

relationships has given

strong momentum to the

retail network

•

Fifth Third grew deposits

in 15 of 16 affiliate

markets in 2009

–

Market share rank

increases in South

and Central Florida

–

Modest attrition in

North Carolina

acquisition market

•

Fifth Third grew deposit

market share in 75% of

affiliate markets in 2009

5.3%

4.8%

-4.4%

(113,631)

North Carolina

8.7%

8.1%

0.3%

2,608

Central Kentucky

8.3%

8.4%

4.7%

139,354

Central Indiana

3.3%

3.5%

12.8%

142,615

Tennessee

18.4%

18.4%

2.1%

149,252

Western Michigan

15.4%

16.2%

7.5%

177,122

Northwestern Ohio

8.2%

8.9%

13.0%

194,593

Louisville

4.0%

4.1%

8.6%

195,169

Southern Indiana

21.9%

21.5%

2.2%

212,656

Cincinnati

11.2%

11.1%

5.6%

213,971

Central Ohio

3.1%

3.5%

24.5%

334,080

Tampa

2.5%

3.0%

28.9%

338,091

Central Florida

5.0%

5.4%

11.9%

418,525

Eastern Michigan

2.8%

3.1%

21.1%

579,342

South Florida

3.8%

4.2%

17.0%

606,708

Northeastern Ohio

3.8%

4.0%

9.8%

788,601

Chicago

2008

2009

Share

(%)

($)

Deposit

Name

5/3 Market Share

5/3 Deposit     (08-09)

Affiliate

6

©

Fifth Third Bank | All Rights Reserved

Pre-tax pre-provision earnings

5.4%

4.9%

3.9%

3.4%

2.7%

2.7%

2.4%

2.2%

1.7%

1.6%

1.6%

1.3%

0.7%

WFC

USB

PNC

BBT

FITB

MTB

HBAN

ZION

CMA

RF

STI

MI

KEY

Peer average: 2.6%

Core PPNR / Average Loans*

Core PPNR trend

Reconciliation to core PPNR

4Q08

1Q09

2Q09

3Q09

Reported PPNR (GAAP)

(488)

511

2,393

844

Adjustments:

Gain on sale of Visa shares

-

-

-

(244)

BOLI charges

34

54

-

-

Gain from sale of processing interest

-

-

(1,764)

6

Divested merchant and EFT revenue

(160)

(155)

(169)

-

Securities gains/losses

40

24

(5)

(8)

Visa litigation reserve expense

8

-

-

(73)

Goodwill impairment charge

965

-

-

-

Seasonal pension expense

-

-

-

10

FDIC special assessment

-

-

55

-

Divested merchant and EFT expense (estimated)

51

49

54

-

Core PPNR

451

483

565

535

Credit Related Adjustments:

OREO write-downs, FV adjs, & G/L on loan sales

22

3

8

45

Problem asset work-out expenses

106

87

46

100

Credit adjusted PPNR

579

574

620

679

451

483

565

535

45

106

87

46

100

8

3

22

$0

$100

$200

$300

$400

$500

$600

$700

4Q08

1Q09

2Q09

3Q09

Core

Fee Income Effect from Credit

Noninterest Expense Effect from Credit

*  Peer core PPNR excludes securities gains/losses, gains/losses from debt extinguishments, Visa gains and expense reversals, leveraged lease gains/losses,

and  gains from FDIC transactions.

Fifth Third’s pre-tax, pre-provision net revenue (PPNR) to RWA higher than most SCAP regional banks

7

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Fifth Third Bank | All Rights Reserved

Loss mitigation effort impact on PPNR

•

Commercial Special Assets Group

—

Approximately 275 full-time employees, compared

with 100 at the beginning of 2009

—

Special vertical teams and “war rooms”

dedicated

to existing and emerging problem areas

–

Construction

–

Income-producing property

–

Auto manufacturing

–

Dealer floor plan

—

Increasing use of structured situations in workouts

–

Commercial recoveries as a percentage of

gross charge-offs up significantly in the third

quarter

•

Consumer Collections

—

Approximately 650 full-time employees, compared

with 445 at the beginning of 2009, a nearly 50%

increase

—

Over $2.1 billion of loan modifications since

program inception in 2007

–

$400 million of modifications in the third

quarter of 2009

—

Approximately 25% redefault

rate on total pool;

40% lagged redefault

rate

•

Nearly 5% of total workforce currently focused on loss

mitigation and collections

—

Approaching targeted staffing levels

3Q07

3Q08

2Q09

3Q09

Credit related fee income:

Losses on the sale of OREO

($2)

($12)

($13)

($22)

Gains/losses on sale of loans

-

(1)

11

8

FV adjustments to loans HFS

-

-

(6)

(30)

Total impact to fee income

($2)

($13)

($8)

($45)

Credit related noninterest expense:

Provision for unfunded commitments

$2

$17

$8

$45

Derivative valuation adjustments

-

-

2

21

Other work-out related expenses

12

25

32

28

OREO expense

2

3

4

6

Total impact to noninterest expense

$16

$45

$46

$100

Total PPNR effect

($18)

($58)

($55)

($145)

Effect on 3Q09 PPRN relative to:

2Q09:

($90)

3Q08:

($87)

3Q07:

($127)

8

©

Fifth Third Bank | All Rights Reserved

Portfolio performance drivers

Performance Largely Driven By

No Participation In

Discontinued or Suspended Lending

* 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.

Geography

•

Florida and Michigan most stressed

•

Remaining Midwest and Southeast performance 

reflect economic trends

Products

•

Homebuilder/developer charge-offs $108 million in

3Q09

–

Total charge-off ratio 3.7% (3.3% ex-HBs)

–

Commercial charge-off ratio 4.2% (3.4% ex-

HBs)

•

Brokered home equity charge-offs 6.0% in 3Q09

–

Direct home equity portfolio 1.9%

3Q09 NCO Ratios

Coml

Cons

Total

FL/MI

6.6%

5.6%

6.1%

Other

3.3%

2.2%

2.9%

•

Subprime

•

Option ARMs

Discontinued in 2007

•

Brokered home equity ($2.0B)

Suspended in 2008

•

Homebuilder/residential development ($1.8B)

•

Other non-owner occupied commercial RE

excluding homebuilder/developer ($8.2B)

•

All mortgages originated for intended sale*

Total

4.2%

3.1%

3.7%

Mortgage portfolio

9

©

Fifth Third Bank | All Rights Reserved

545%

273%

251%

149%

141%

135%

134%

126%

70%

66%

65%

48%

31%

FITB

CMA

STI

MI

MTB

RF

KEY

ZIION

BBT

USB

HBAN

WFC

PNC

3Q09 credit results

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

1Q09

2Q09

3Q09

FITB

Peer Average

Source: SNL and company reports. NPAs exclude held-for-sale NPAs for all banks.

3.2%

3.0%

1.4%

2.4%

2008

2009 YTD

FITB

Peer Average

NPA ratio versus peers

Net charge-off ratio versus peers

Sequential NPA growth versus peers

-4%

-1%

4%

6%

9%

12%

13%

13%

17%

18%

22%

25%

28%

MI

STI

KEY

CMA

MTB

USB

FITB

ZION

HBAN

BBT

RF

PNC

WFC

Year-over-year NPA growth versus peers

Peer average: 167%

Peer average: 12%

10

©

Fifth Third Bank | All Rights Reserved

Commercial credit summary

1.19%

5.03%

1.45%

2.53%

3.70%

3Q08

4Q08

1Q09

2Q09

3Q09

Portfolio comments

Delinquency trends

Note: NPAs excluded loans held-for-sale. Net charge-offs exclude losses on loans sold or transferred to held-for-sale in 4Q08.

0.0%

1.0%

2.0%

3.0%

4.0%

3Q08

4Q08

1Q09

2Q09

3Q09

NPAs

30-89

90+

2.82%

2.84%

2.50%

2.73%

3.82%

3Q08

4Q08

1Q09

2Q09

3Q09

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

3Q08

4Q08

1Q09

2Q09

3Q09

NPAs

30-89

90+

5.71%

10.00%

6.21%

6.76%

11.56%

3Q08

4Q08

1Q09

2Q09

3Q09

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

3Q08

4Q08

1Q09

2Q09

3Q09

NPAs

30-89

90+

Loss trends

•

18% of 3Q09 losses on loans to auto dealers and companies in

real estate related industries

–

Loans to auto dealers of $1.2B, of which $0.8B are C&I  

loans; YTD NCO ratio on C&I portion: 6.8%

–

Loans to real estate related industries of $3.5B; YTD

NCO ratio of 3.8%

•

Low exposure to FL (7% of loans, 7% of losses in 3Q09)

•

SNC losses of $60 million in 3Q09 versus $17 million in 2Q09

•

Owner occupied YTD NCO ratio of 1.6%, other non-owner

occupied YTD NCO ratio of 6.1%

•

In 4Q08 reduced concentrations in most stressed markets (FL

and MI)

•

Loans from FL/MI represented 55% of total losses in 3Q09, 39%

of total loans

•

35% of total commercial mortgage losses from

homebuilder/develop portfolio

•

Declining valuations in residential and land development

•

In 4Q08 reduced concentrations in most stressed markets (FL/MI)

•

Continued stress expected through 2009

•

Loans from FL/MI represented 50% of total losses in 3Q09, 34% of 

total loans

•

SNC losses of $34 million in 3Q09 versus no SNC losses in 2Q09

•

45% of total commercial construction losses from 

homebuilder/developer portfolio

11

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Fifth Third Bank | All Rights Reserved

Consumer credit summary

3.16%

2.90%

3.30%

5.17%

4.38%

3Q08

4Q08

1Q09

2Q09

3Q09

Portfolio comments

Delinquency trends

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

3Q08

4Q08

1Q09

2Q09

3Q09

NPAs

30-89

90+

Loss trends

•

Brokered home equity represented 16% of total portfolio in 3Q09

and 38% of total losses

•

Branch originated home equity YTD loss rate of 1.8%

•

1st liens: 25%; 2nd liens: 75%

•

Weighted average origination FICO: 757

•

Aggressive home equity line management strategies in place

•

Improved values on used cars sold at auction drove lower losses

in 3Q09

•

YTD loss rates similar on all vehicles types

•

YTD loss rate on loans with >100% advance rate: 2.6%; YTD loss

rate on loans with <100%: 1.1%

1.77%

1.68%

2.28%

2.81%

2.54%

3Q08

4Q08

1Q09

2Q09

3Q09

0.0%

1.0%

2.0%

3Q08

4Q08

1Q09

2Q09

3Q09

NPAs

30-89

90+

1.51%

2.00%

2.17%

1.65%

1.52%

3Q08

4Q08

1Q09

2Q09

3Q09

0.0%

1.0%

2.0%

3.0%

3Q08

4Q08

1Q09

2Q09

3Q09

NPAs

30-89

90+

5.54%

6.82%

7.92%

9.64%

9.08%

3Q08

4Q08

1Q09

2Q09

3Q09

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

3Q08

4Q08

1Q09

2Q09

3Q09

NPAs

30-89

90+

•

29% FL concentration driving 66% of total losses

•

FL lots ($299M) running at 32% annualized loss rate (YTD)

•

Mortgage company originations targeting 95% salability

•

1st liens: 100% ; weighted average LTV: 78%

•

Weighted average origination FICO: 727

•

Owner occupied represents 85% of portfolio; YTD loss rate of

2.5%

•

High unemployment and weakened economic conditions continue

to adversely impact the credit card portfolio

•

Relatively small portfolio: ~$2B

•

Relationship based product

12

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Fifth Third Bank | All Rights Reserved

Total net charge-offs YTD 2009 were $1.9B,

much

lower

than

the

assumption

under

the

SCAP adverse scenario

Loan losses are not expected to approach

the losses assumed under the SCAP adverse

scenario

Through half of assessment period (4 of 8

quarters), expect to have incurred roughly

28% of total assumed losses under the

adverse scenario

Current charge-off outlook:

—

Expect 4Q commercial losses to be

modestly lower than 3Q09, with lower

C&I losses and continued elevated

CRE losses.

—

Expect 4Q consumer losses to be

generally consistent with 3Q09 levels.

Current NPA outlook:

—

Commercial:  mid-teen percentage

growth in 4Q

—

Consumer: mid-single digit

percentage growth in 4Q

$1.9

2009 YTD

FITB

SCAP Adverse Scenario

Net charge-offs ($B)

$9.1

Net loan losses vs. SCAP adverse scenario

2009 FY

Est. 2009

losses*

*  Line represents Fifth Third’s estimate of approximate 2009 losses under supervisory more adverse scenario. Supervisory estimates of total two-year

losses under more adverse scenario not allocated by period. Estimate allocates total two-year supervisory losses using the allocation under Fifth

Third’s submission.

13

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Fifth Third Bank | All Rights Reserved

Strong reserve position

463

1,627

490

626

756

478

729

283

415

196

2.41%

4.28%

4.69%

3.72%

3.31%

$0

$500

$1,000

$1,500

$2,000

$2,500

3Q08

4Q08

1Q09

2Q09

3Q09

Net Charge-offs

Additional Provision

Reserves

Industry leading reserve level

Coverage ratios are strong relative to peers

1.25%

1.14%

1.22%

0.86%

0.75%

1.10%

Reserves / NPLs

Reserves / NPAs

Reserves / 3Q09 Annualized NCOs

FITB

Peer Average

Source: SNL and company reports. NPAs/NPLs exclude held-for-sale portion for all banks. Excludes covered assets for BBT, USB, and ZION.

1.

FITB

4.69

2.

KEY

4.00

3.

ZION

3.44

4.

MI

3.07

5.

WFC

3.00

6.

PNC

2.99

7.

RF

2.83

8.

HBAN

2.77

9.

USB

2.64

10.

STI

2.60

11.

BBT

2.29

12.

CMA

2.19

13.

MTB

1.66

    Peer Average

2.79

Reserves / Total Loans

14

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Fifth Third Bank | All Rights Reserved

Fifth Third’s capital levels strengthened through prudent actions in 2008 and 2009 intended

to maintain ratios within or above target ranges

—

In 2Q08, issued $1.1 billion of Tier 1 capital in the form of convertible preferred

securities

—

In 2Q08 and 4Q08, reduced quarterly common dividend, preserving approximately

$1B of capital annually versus the prior $0.44 quarterly dividend level

—

In 4Q08, completed $3.4B U.S. Treasury preferred investment

—

In 2Q09, completed sale of interest in processing business, generating $1.3B in Tier 1

common; issued $1B of common equity through public issuance; and

generated

$441M in Tier 1 common through exchange of Series G convertible preferred for cash

and common equity

—

In 3Q09, sold Visa Class B stake for $206M

Current capital levels are strong and significantly above regulatory requirements and

internal targets:

Capital management activities

3Q09

"Well-capitalized"

minimum

Current

Target

Tier 1 common equity ratio

7.0%

>4%

>4%

TCE/RWA

7.1%

NA

5% - 6%

Tier 1 capital

13.2%

6%

8% - 9%

Total capital

17.5%

10%

11.5% - 12.5%

15

©

Fifth Third Bank | All Rights Reserved

Strong capital position

Tier 1 common ratio

Tier 1 capital ratio

13.2%

13.0%

12.6%

12.6%

12.2%

12.1%

11.1%

10.8%

10.6%

9.7%

9.6%

9.5%

8.4%

FITB

HBAN

KEY

STI

CMA

RF

BBT

PC

WFC

ZION

MI

USB

MTB*

Peer average: 11.0%

8.4%

8.0%

7.8%

7.8%

7.6%

7.5%

7.0%

6.8%

6.2%

6.1%

5.5%

5.3%

5.2%

BBT

CMA

HBAN

RF

KEY

STI

FITB

USB

MI

ZION

PNC

MTB*

WFC

Peer average: 6.9%

* MTB Tier 1 common ratio as of 6/30/2009.

Source: SNL and company reports.

TCE + Reserves / Loans

Tangible common equity ratio

8.0%

7.6%

6.9%

6.9%

6.7%

6.6%

6.3%

5.9%

5.4%

5.3%

4.8%

4.2%

3.2%

CMA

KEY

STI

MI

FITB

RF

HBAN

BBT

ZION

USB

MTB

WFC

PNC

Peer average: 5.9%

15.7%

14.3%

13.1%

12.5%

12.3%

11.7%

11.5%

11.2%

10.3%

10.0%

9.6%

8.1%

7.7%

KEY

FITB

CMA

STI

RF

MI

HBAN

BBT

ZION

USB

WFC

PNC

MTB

Peer average: 11.1%

16

©

Fifth Third Bank | All Rights Reserved

Summary

Fifth Third continues to execute on its strategic initiatives and

is focused on being well-positioned for the turn of the cycle.

•

Dedicated to serving the needs

of Midwestern families and

businesses for more than 150

years

•

Core businesses creating new

and profitable opportunities to

enhance value

•

Trends in NII and NIM

compare favorably with peers

•

Ongoing expense control

•

Continued shift back toward

core funding

Core franchise is solid

•

Strong reserve coverage of

problem loans

•

Aggressive management has

mitigated areas of highest risk

•

Significantly enhanced SAG

and workout resources, while

continuing prudent lending

practices

•

Some positive signs in 3Q09

results, though challenges will

continue

Aggressive management of

credit issues

•

Successfully completed June

2008 capital plan and post-

SCAP capital actions

•

Exceeded Tier 1 common

equity commitment by 60%

•

Current capital levels could

withstand additional economic

deterioration as described in

the SCAP assessment

•

Demonstrated ability to further

augment capital if external

targets move

Strong capital levels

17

©

Fifth Third Bank | All Rights Reserved

Cautionary statement

This report

may

contain

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

and

our

most

recent

quarterly report on Form 10-Q. 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;

(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)  lower than

expected gains related to any sale or potential sale of businesses; (21) difficulties in separating Fifth Third Processing Solutions from Fifth

Third; (22) 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;(23) ability to secure confidential information through the use of computer systems and telecommunications networks; and

(24) 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.

18

©

Fifth Third Bank | All Rights Reserved

Appendix

19

©

Fifth Third Bank | All Rights Reserved

Strong liquidity profile

31

0

500

500

1,639

888

10/1-12/31/09

2010

2011

2012

2013

2014 on

Fifth Third Bank

Current unused available borrowing capacity $22B

FHLB borrowings $2B; core deposits $70B; equity $14B

All market borrowings by Fifth Third Bank

Holding Company cash at 9/30/09: $2.1B

Expected cash obligations over the next 12 months

—

$0 debt maturities

—

~$32M common dividends

—

~$205M preferred dividends

–

~$35MM Series G dividend

–

~$170MM TARP dividend

—

~$286M interest and other expenses

Cash currently sufficient to satisfy all fixed obligations over

the next twenty-four months (debt maturities, common and

preferred dividends, interest and other expenses) without

accessing capital markets; relying on dividends from

subsidiaries; proceeds from asset sales

Holding company unsecured debt maturities ($M)

2009

2010

2011

2012

2013

2014 on

Fifth Third Bancorp

Fifth Third Capital Trust

5,018

750

0

0

0

0

Bank unsecured debt maturities ($M)

Demand

16%

Interest

Checking

14%

Savings /

MMDA

20%

Foreign Office

2%

Consumer

Time

12%

Non-core

Deposits

8%

4%

Equity

12%

Long Term

Debt

9%

Other

liabilities

3%

Heavily core funded (Bancorp)

20

©

Fifth Third Bank | All Rights Reserved

Consumer portfolio

Home Equity

Balance $12.4B

NPA + 90+ Ratio: 1.4%

NCO Ratio: 2.6%

Brokered

$2.0B

NPA + 90+ Ratio

2.8%

NCO Ratio 6.6%

Direct

$10.4B

NPA + 90+ Ratio

1.1%

NCO Ratio 1.8%

Mortgage

Balance $8.2B

NPA + 90+ Ratio: 8.2%

NCO Ratio: 4.5%

Other

Card

$2.0B

NPA + 90+ Ratio 7.1%

NCO Ratio 8.9%

Other

$0.9B

NPA + 90+ Ratio 0.2%

NCO Ratio 2.1%

Auto

$9.0B

NPA + 90+ Ratio 0.5%

NCO Ratio 1.7%

HELOAN

$1.7B

NPA + 90+ Ratio

1.9%

NCO Ratio 3.5%

HELOC

$10.7B

NPA + 90+ Ratio

1.3%

NCO Ratio 2.4%

Lots

$0.7B

NPA + 90+ Ratio

16.1%

NCO Ratio 18.0%

Resi Construct

$0.1B

NPA + 90+ Ratio

1.4%

NCO Ratio NM

Owner Occ’d

$7.0B

NPA + 90+ Ratio

6.6%

NCO Ratio 2.5%

Non-owner Occ’d

$0.5B

NPA + 90+ Ratio

21.1%

NCO Ratio 14.4%

NCO ratios are YTD

21

©

Fifth Third Bank | All Rights Reserved

Commercial portfolio

FL

7%

MI

16%

Other

77%

FL

19%

MI

15%

Other

66%

C&I

Balance $26.2B

NPA Ratio: 3.0%

NCO Ratio: 2.5%

Commercial Mortgage

Balance $12.1B

NPA Ratio: 8.0%

NCO Ratio: 3.0%

Owner Occ’d

$5.6B

NPA Ratio 4.3%

NCO Ratio 1.7%

Non-owner Occ’d

$6.5B

NPA Ratio 11.2%

NCO Ratio 4.2%

NCO ratios are YTD. NPA ratios exclude loans held-for-sale

Commercial Construction

Balance $4.1B

NPA Ratio: 18.1%

NCO Ratio: 8.1%

Owner Occ’d

$0.6B

NPA Ratio 8.8%

NCO Ratio 1.2%

Non-owner Occ’d

$3.5B

NPA Ratio 19.8%

NCO Ratio 9.4%

C&I loans by state

Commercial mortgage by state

Commercial construction by state

Homebuilder

$0.8B

NPA Ratio 33.2%

NCO Ratio 13.4%

Homebuilder

$0.8B

NPA Ratio 36.5%

NCO Ratio 18.6%

Homebuilder

$0.2B

NPA Ratio 16.7%

NCO Ratio 8.7%

FL

13%

MI

26%

Other

61%

Included

in totals

above

22

©

Fifth Third Bank | All Rights Reserved

Share dilution

*

vs. TCE creation since 1Q09

$1,974

$   287

$   116

$   104

Avoided preferred dividends

“At the Market”

offering

Preferred exchange

Visa sale share

^

Total

$1,000

$   467

Fifth Third actions

Tier 1 Common impact

JV gains > estimate

SCAP Tier 1 Common Target

$1,100

19%

41%

63%

28%

32%

29%

40%

19%

13%

24%

104%

-3%

-74%

-39%

-45%

-19%

-8%

-1%

-5%

-9%

-12%

-19%

-25%

-29%

-100%

-80%

-60%

-40%

-20%

0%

20%

40%

60%

80%

100%

120%

PNC

JPM

USB

WFC

COF

BBT

FITB

BAC

STI

KEY

RF

C

Capital raise

required?

Efficiency-

TCE creation

Dilution

TCE Growth

1.4x

0.5x

0.3x

0.7x

1.6x

1.5x

7.1x

(0.2)x

1.7x

2.4x

5.2x

4.1x

•

TCE generation through more efficient means to minimize shareholder

dilution

•

Exceeded SCAP capital requirement by ~$850 million

SOURCE: SNL Financial and company filings. Financial data as of September 30, 2009 or most recent 

available.

*  Share dilution on an if-converted basis, etc. Dilution represents new common shares divided by current if-

converted share count.

^  Includes absorption of DTAs originally assumed to be disallowed under more adverse scenario