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): February 2, 2010

(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 February 2, 2010, Fifth Third Bancorp will present at the Morgan Stanley U.S. Financials 2010 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)
February 2, 2010	/s/    Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Morgan Stanley

U.S. Financials 2010 Conference

Supplemental Materials

February 2, 2010

Please refer to earnings release dated January 21, 2010 for further information,

including full results reported on a U.S. GAAP basis

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

231%

137%

107%

104%

86%

69%

52%

44%

38%

37%

32%

27%

27%

USB

WFC

MTB

PNC

BBT

FITB

CMA

HBAN

KEY

RF

ZION

STI

MI

Strong earnings power

Core PPNR (Annualized) / Risk Weighted Assets

Core PPNR (Annualized) / Average Loans

3.8%

3.7%

3.1%

2.8%

2.4%

2.2%

2.1%

1.4%

1.4%

1.3%

1.1%

1.1%

1.1%

USB

WFC

BBT

PNC

MTB

FITB

HBAN

RF

ZION

MI

STI

CMA

KEY

Peer average: 2.1%

Source: SNL and company reports. PPNR excludes securities gains/losses, gains/losses from debt extinguishments, leveraged lease gains/losses, gains from asset sales,

goodwill impairment charges, and other non-recurring items where appropriate. NPAs exclude loans held-for-sale for all banks and covered assets for BBT, USB, and ZION.

Uses previous quarter RWA where 4Q09 RWA is not yet disclosed.

Core PPNR (Annualized) / NPAs

Core PPNR (Annualized) / Average Assets

3.3%

3.1%

2.4%

2.2%

2.2%

2.0%

1.7%

1.4%

1.2%

1.1%

1.1%

1.0%

0.9%

USB

WFC

PNC

MTB

BBT

FITB

HBAN

ZION

CMA

MI

RF

STI

KEY

Peer average: 1.8%

Peer average: 77%

4.8%

4.7%

4.1%

3.5%

2.9%

2.9%

2.4%

1.8%

1.6%

1.6%

1.5%

1.4%

1.4%

WFC

USB

PNC

BBT

FITB

MTB

HBAN

ZION

RF

CMA

KEY

STI

MI

Peer average: 2.7%

3

Fifth Third Bank | All Rights Reserved

Strong capital position

with significantly greater capital growth than peers

Source: SNL and company reports. MTB ratios as of 09/30/2009.

Tier 1 Common Ratio

8.5%

8.2%

7.7%

7.5%

7.5%

7.2%

6.8%

6.7%

6.5%

6.5%

6.0%

5.5%

7.0%

BBT

CMA

STI

MI

KEY

RF

FITB

USB

HBAN

ZION

WFC

PNC

MTB

Peer average: 7.0%

Tier 1 Common Ratio YOY Growth (bps)

334

263

184

182

169

166

120

110

110

63

22

-52

143

WFC

FITB

KEY

STI

USB

HBAN  BBT

PNC

CMA

MI

RF

ZION

MTB

Peer average: 129 bps

373

237

211

187

167

157

129

124

121

107

86

16

-32

WFC

FITB

BBT

USB

STI

PNC

MI

CMA

KEY

HBAN

RF

ZION

MTB

Tier 1 Ratio Excluding TARP YOY Growth (bps)

Peer average: 137 bps

Robust regulatory capital position

#2 of regional banks in capital ratio growth since 4Q08

7.5%

7.7%

7.7%

8.2%

8.3%

8.8%

8.8%

9.3%

9.6%

9.6%

9.8%

9.9%

11.5%

BBT

FITB

KEY

USB

STI

WFC

CMA

HBAN

PNC

RF

MI

ZION

MTB

Peer average w/

TARP: 11.1%

Peer average

w/o TARP: 8.9%

Tier 1 Capital Ratio (with and without TARP)

10.3%

8.4%

11.1%

11.6%

11.5%

12.1%

12.5%

12.9%

12.7%

13.3%

4

Fifth Third Bank | All Rights Reserved

Strong tangible capital position

particularly given reserves and coverage of problem assets

Source: SNL and company reports. NPAs excluding loans held-for-sale and covered assets.

*Uses 3Q09 data where 4Q09 data is not yet disclosed.

(NPAs + >90s -

Reserves) / TCE

Tier 1 Leverage Excluding TARP*

Peer average: 7.9%

Peer average: 17%

Tangible Common Equity / Tangible Assets

Peer average: 6.2%

(NPAs + >90s) / (TCE + Reserves)

Peer average: 39%

Exceptionally strong tangible equity ratios

If NPAs and 90+ delinquencies were charged against reserves,

net remainder would represent 1% of TCE

8.0%

7.6%

6.6%

6.5%

6.1%

6.0%

6.0%

5.7%

5.4%

5.1%

5.1%

4.3%

8.1%

MI

CMA

KEY

STI

FITB

ZION

RF

BBT

HBAN

WFC

USB

MTB

PNC

29%

29%

34%

34%

38%

38%

40%

42%

44%

44%

50%

53%

24%

CMA

KEY

USB

FITB

MTB

BBT

WFC

MI

RF

PNC

STI

HBAN

ZION

9.6%

9.1%

8.5%

8.5%

8.0%

7.7%

7.4%

7.3%

7.2%

6.9%

6.4%

7.9%

CMA

FITB

KEY

USB

BBT

STI

WFC

ZION

MTB

HBAN

PNC

MI

RF

1%

3%

3%

9%

15%

17%

19%

20%

20%

21%

25%

29%

30%

FITB

USB

KEY

CMA

WFC

MTB

PNC

RF

BBT

MI

HBAN

STI

ZION

9.3%

5

Fifth Third Bank | All Rights Reserved

7.9%

7.6%

7.6%

7.3%

7.1%

6.6%

6.3%

6.3%

6.3%

5.8%

5.7%

5.5%

5.0%

CMA

BBT

KEY

FITB

USB

RF

STI

MI

WFC

HBAN

PNC

ZION

MTB

Strong capital position

* Reserves and NPAs adjusted for assumed 35% taxes to place on same basis as capital.

Source: SNL and company reports. NPAs exclude loans held-for-sale and covered assets. MI 4Q09 total capital ratio estimated. MTB Tier 1 Common and Total Capital

ratios as of 09/30/2009.

(Tier 1 Common + AT Reserves* –

AT NPAs*) / RWA

Peer average: 6.5%

Total Capital Ratio Excluding TARP

Strong total capital ratios excluding TARP

Fifth Third’s solid Tier 1 position has been reduced by

its strong reserve build –

if reserves in excess of

NPAs were added to Tier 1 common equity, FITB

would

rank

4

of

13

regional

banks

15.7%

14.1%

14.0%

13.3%

13.3%

13.1%

12.9%

12.4%

11.9%

11.2%

11.2%

11.2%

10.4%

BBT

FITB

KEY

CMA

WFC

STI

USB

RF

PNC

MTB

HBAN

MI

ZION

Peer average: 12.5%

th

6

Fifth Third Bank | All Rights Reserved

Industry leading reserve levels

Reserves / NPAs

Reserves / Loans

Peer average: 78%

Source: SNL and company reports. NPLs and NPAs exclude loans held-for-sale.

Reserves / Net Charge-offs (Annualized)

Reserves / NPLs

Peer average: 90%

Peer average: 113%

Peer average: 3.1%

163%

152%

133%

132%

131%

114%

113%

113%

109%

95%

89%

83%

65%

MTB

PNC

BBT

FITB

ZION

USB

WFC

RF

CMA

STI

KEY

HBAN

MI

148%

127%

116%

100%

96%

89%

83%

77%

77%

75%

66%

58%

89%

USB

FITB

KEY

WFC

BBT

PNC

RF

CMA

HBAN

ZION

MI

MTB

STI

4.3%

4.0%

3.8%

3.4%

3.4%

3.2%

3.1%

2.7%

2.6%

2.5%

2.3%

1.7%

4.9%

FITB

KEY

HBAN

ZION

RF

MI

PNC

WFC

STI

USB

BBT

CMA

MTB

130%

116%

106%

89%

80%

76%

76%

72%

66%

62%

62%

61%

51%

USB

FITB

KEY

WFC

PNC

CMA

RF

HBAN

ZION

MTB

BBT

MI

STI

7

Fifth Third Bank | All Rights Reserved

Credit metrics trending in-line with peers

Source: SNL and company reports. NPAs exclude loans held-for-sale and covered assets.

Year-over-year NCO Growth versus peers

Peer average: 122%

NPA ratio versus peers

Net charge-off ratio versus peers

Year-over-year NPA growth versus peers

Peer average: 100%

0.5%

1.5%

2.5%

3.5%

4.5%

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

1Q09

2Q09

3Q09

4Q09

FITB

Peer Average

3.2%

3.2%

1.4%

2.5%

2008

2009

FITB

Peer Average

34%

46%

49%

85%

95%

100%

107%

108%

113%

132%

198%

403%

(5%)

FITB

MTB

RF

MI

CMA

HBAN

KEY

STI

BBT

USB

WFC

ZION

PNC

27%

31%

36%

37%

62%

67%

75%

97%

105%

108%

192%

207%

216%

HBAN

CMA

MI

STI

FITB

MTB

KEY

USB

ZION

BBT

PNC

WFC

RF

8

Fifth Third Bank | All Rights Reserved

Commercial real estate exposure is lower than most peers,

with stronger capital and reserve position

CRE / TCE

CRE / Assets

Peer average: 309%

Source: SNL and company reports.

CRE / (TCE + Reserves)

CRE / Loans

Peer average: 27%

Peer average: 229%

Peer average: 19%

14%

13%

12%

11%

11%

9%

34%

15%

16%

24%

24%

25%

30%

MI

MTB

ZION

RF

CMA

KEY

HBAN

FITB

STI

USB

BBT

WFC

PNC

43%

40%

38%

33%

32%

26%

21%

20%

19%

18%

17%

17%

15%

MI

MTB

RF

CMA

ZION

KEY

HBAN

FITB

STI

BBT

USB

WFC

PNC

420%

419%

418%

294%

264%

255%

247%

218%

212%

205%

195%

192%

632%

MTB

RF

MI

ZION

CMA

HBAN

PNC

USB

KEY

FITB

WFC

STI

BBT

500%

317%

304%

279%

244%

181%

175%

164%

160%

153%

151%

149%

140%

MTB

MI

RF

ZION

CMA

USB

HBAN

PNC

KEY

STI

BBT

WFC

FITB

9

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) difficulties in

separating Fifth Third Processing Solutions from Fifth Third; (21) 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;(22)

ability

to

secure

confidential

information

through

the

use

of

computer systems and telecommunications networks; and (23) 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.