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 20, 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 April 20, 2010, the following presentation was made during the 2010 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 20, 2010	/s/    DANIEL T. POSTON
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Annual Meeting of Fifth Third Shareholders

Kevin T. Kabat

Chairman, President & Chief Executive Officer

April 20, 2010

Please refer to earnings release dated January 21, 2010 and 10-K dated

February 26, 2010 for further information, including full results reported on a U.S.

GAAP basis

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

Agenda

Overview

Economic backdrop

2009 performance summary and highlights

Capital and loan loss reserve analysis

Strategy for 2010 and beyond

3

Fifth Third Bank | All Rights Reserved

Fifth Third today

* Fortune magazine, March 16, 2009

$113 billion assets

16 affiliates in 12 states

1,309 banking centers

2,358 ATMs

Fifth Third Bank has been

dedicated to serving the

needs of its retail and

commercial customers for

more than 150 years

Top 10 Superregional Bank

for 8 consecutive years*

Naples

Raleigh

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

4

Fifth Third Bank | All Rights Reserved

Operating environment update

Roots of the crisis

—

Global savings imbalances

—

The housing bubble

—

Higher than normal leverage in financial

system

—

Oversight failures

Government actions

—

TARP and CPP

—

The “stress test”

—

Ongoing intervention in housing market

Economy is improving

—

GDP growth

—

Housing market stabilization

—

Employment stabilizing

Outlook

—

Higher consumer savings rates

—

Loan demand remains measured

—

Limited role for non-bank lenders

90+

Delinquency

Mortgage

Heat

Map

–

Q409

Sources: Bureau of Economic Analysis, Federal Reserve Bank of New York

5

Fifth Third Bank | All Rights Reserved

GDP and Unemployment

Consumer Confidence and Retail Sales

Interest Rate Market

Macro economic indicators

Housing Market

Source: Bloomberg.

6

Fifth Third Bank | All Rights Reserved

2009 results vs. peers

Range

Metric

Rank / 13

Peer average

Core Deposit growth^

8

9.7%

(1.8%)

18.1%

9.8%

Tier 1 ratio*

1

11.1%

8.4%

13.3%

13.3%

Tier 1 common ratio*

7

7.0%

5.5%

8.5%

7.0%

5

6.2%

4.3%

8.1%

6.5%

Tangible common equity ratio

1

3.10%

Net Interest Margin*

7

3.47%

2.72%

4.31%

3.55%

2

Core PPNR / Average Loans*

(annualized)

5

2.7%

1.4%

4.8%

2.9%

1

3

4

5

6

7

1.69%

4.88%

4.88%

Reserves / loans

2

78%

8

51%

130%

116%

Reserves / NPAs

4

113%

9

65%

163%

132%

Reserves / annualized NCOs

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

^ Excludes

core

deposit

increases

resulting

from

acquisitions

in

2009

*4Q09 data. Growth year-over-year.

NPAs

exclude HFS portion and covered loans for all banks.

7

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

–

Modest attrition in

North Carolina

acquisition market

•

Fifth Third grew

deposit market share

in 75% of affiliate

markets in 2009

Affiliate

5/3 Deposit

(08-09)

5/3 Market Share

Name

Deposit

($)

(%)

Share

2009

2008

Chicago

788,601

9.8%

4.0%

3.8%

Northeastern Ohio

606,708

17.0%

4.2%

3.8%

South Florida

579,342

21.1%

3.1%

2.8%

Eastern Michigan

418,525

11.9%

5.4%

5.0%

Central Florida

338,091

28.9%

3.0%

2.5%

Tampa

334,080

24.5%

3.5%

3.1%

Central Ohio

213,971

5.6%

11.1%

11.2%

Cincinnati

212,656

2.2%

21.5%

21.9%

Southern Indiana

195,169

8.6%

4.1%

4.0%

Louisville

194,593

13.0%

8.9%

8.2%

Northwestern Ohio

177,122

7.5%

16.2%

15.4%

Western Michigan

149,252

2.1%

18.4%

18.4%

Tennessee

142,615

12.8%

3.5%

3.3%

Central Indiana

139,354

4.7%

8.4%

8.3%

Central Kentucky

2,608

0.3%

8.1%

8.7%

North Carolina

(113,631)

(4.4%)

4.8%

5.3%

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Fifth Third Bank | All Rights Reserved

Third Party customer experience recognition

University of Michigan American Customer Satisfaction Index (ACSI)*

Fifth Third Bank was tied for first (Wachovia) in the latest ACSI ranking. We were

significantly higher than all of the other measured banks, including JP Morgan Chase,

Bank of America, Wells Fargo and Citigroup

Forrester

Fifth

Third

finished

second

among

large

banks

in

customer

experience

(CXPi

2010)

Fifth Third ranked #1 for correlation between a positive customer experience and

repurchase plans (2008)

Gallup

Achieved top quartile customer loyalty in 2009

Achieved top quartile customer satisfaction in 2008

JD Power

Fifth Third ranked 6

among our peer group (up from 13

in 2007)

Fifth Third ranked 8

among the top 20 banks (up from 16

in 2007)

Convergys

Fifth Third ranked 3

among peer group and 5

overall in 2009 Convergys Retail Bank

study

th

th

th

th

rd

th

*

Fifth

Third

Bank

engaged

the

American

Customer

Satisfaction

Index

(ACSI)

in

custom

research

projects

surveying

Fifth

Third

Bank

customers.

In

the

surveys,

ACSI

used

the

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

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Fifth Third Bank | All Rights Reserved

4Q09 credit results

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

Year-over-year NPA growth versus peers

Peer average: 100%

Net charge-off ratio versus peers

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Fifth Third Bank | All Rights Reserved

Strong reserve position

Coverage ratios are strong relative to peers

Source: SNL and company reports. NPAs/NPLs

exclude held-for-sale portion for all banks and covered assets for BBT, USB, and ZION.

1.

FITB

4.88%

2.

KEY

4.31%

3.

HBAN

4.03%

4.

ZION

3.81%

5.

RF

3.43%

6.

MI

3.36%

7.

PNC

3.22%

8.

WFC

3.13%

9.

STI

2.74%

10.

USB

2.66%

11.

BBT

2.51%

12.

CMA

2.34%

13.

MTB

1.71%

Peer Average

3.11%

Reserves / Total loans

Industry leading reserve level

Strong capital position

Source: SNL and company reports.

(TCE + reserves) / Loans

Tangible common equity ratio

Peer average: 6.2%

Peer average: 12.0%

Tier 1 common ratio

Peer average: 7.1%

Peer average w/

TARP: 11.2%

Peer average

w/o TARP: 8.9%

Tier 1 capital ratio (with and without TARP)

8.6%

11.1%

10.5%

11.5%

11.5%

12.0%

12.5%

13.0%

12.8%

13.3%

Strong capital ratios relative to peers, particularly considering reserve levels

11

Fifth Third Bank | All Rights Reserved

12

Fifth Third Bank | All Rights Reserved

Strong relative stock performance

From June 2008 capital actions to date

(110%)

(90%)

(70%)

(50%)

(30%)

(10%)

10%

30%

50%

70%

90%

110%

6/08

7/08

8/08

9/08

10/08

11/08

12/08

1/09

2/09

3/09

4/09

5/09

6/09

7/09

8/09

9/09

10/09

11/09

12/09

1/10

2/10

3/10

4/10

FITB 59%

SP Banks 6%

BKX (9%)

TARP

investment

FTPS

announcement

SCAP

results

Source: Bloomberg, 06/18/08 –

04/16/10.

June 2008

capital

actions

FITB

stock price

$9.26

FITB

stock price

$14.20

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Fifth Third Bank | All Rights Reserved

Strong relative stock performance

From last year’s Annual Shareholder Meeting to date

(50%)

0%

50%

100%

150%

200%

250%

300%

4/09

5/09

6/09

7/09

8/09

9/09

10/09

11/09

12/09

1/10

2/10

3/10

4/10

FITB 259%

SP Banks 65%

BKX 61%

Source:

Bloomberg,

04/21/09

–

04/16/10.

FITB

stock price

$3.65

FITB

stock price

$14.20

SCAP

results

14

Fifth Third Bank | All Rights Reserved

Focus areas for 2010 and beyond

16

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. 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.