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 19, 2011

(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 19, 2011, the following presentation was made during the 2011 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 19, 2011	/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 Shareholders

April 19, 2011

Please refer to earnings release dated January 19, 2011

and 10-K dated February 28, 2011 for further information,

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

Exhibit  99.1

2

Fifth Third Bank | All Rights Reserved

Agenda

•

Fifth Third today

•

2010 results

•

Regulatory and economic environment

•

The customer experience

•

Share price performance

•

Looking ahead

3

Fifth Third Bank | All Rights Reserved

Key themes –

Fifth Third

Well-positioned for success and leadership in new banking landscape

4

Fifth Third Bank | All Rights Reserved

Fifth Third franchise

Kentucky

Tennessee

Georgia

Florida

North

Carolina

West

Virginia

Pennsylvania

Ohio

Michigan

Illinois

Indiana

Missouri

$111 billion assets (#13)

$82 billion deposits (#13)

$12 billion market cap (#13)

1,312 banking centers

2,445 ATMs

Headquartered in Cincinnati, Ohio

with 15 affiliates across the

Midwest and Southeast United

States

5

Fifth Third Bank | All Rights Reserved

A foundation of continued growth

Capital

–

foundation for continued growth

—

Capital base transformed through series of capital actions,

including the repayment of TARP in early February 2011

–

Tier 1 common capital has increased ~450bps

—

Capital levels supplemented by strong reserve levels

–

Loan loss reserves 3.88% of loans and 179% of NPLs

—

9.0% pro forma Tier 1 common ratio is $1.0bn in excess of

internal 8.0% target

–

9.4% pro forma Tier 1 ratio excluding trust preferred

securities to be phased-out beginning 2013

Credit

–

ongoing discipline driving steady improvement

—

Broad-based improvements in problem loans

–

72% reduction in 90+ day delinquent loans since 3Q09

–

NCO ratio of 1.86%, first time below 2.0% since 2Q08

–

164% PPNR  / NCOs in 4Q10

—

Balance sheet risk lowered through asset sales, resolutions

–

$1.3bn (43%) decline in NPLs since 4Q09

Profitability

–

recent results support positive momentum

—

PPNR remained stable throughout cycle

—

5 consecutive quarters of increasing earnings with 3 consecutive

profitable quarters

—

Return on assets 1.18%; return on average common equity

10.4% in 4Q10

1

Since December 31, 2008

2

Pre-provision net revenue (PPNR): net interest income plus noninterest income minus

noninterest expense

3

Nonperforming

loans

and

leases

as

a

percent

of

portfolio

loans,

leases

and

other

assets,

including other real estate owned (excludes nonaccrual loans held-for-sale)

4

Excluding $510mm net charge-offs attributable to credit actions and $127mm in net BOLI

settlement gains

1

2

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Fifth Third Bank | All Rights Reserved

Peer performance summary

Continue to outperform peers on key value drivers

FITB

2010

Large

bank

peers

(2)          

2010

Midwest

peers

(3)            

2010

2010

performance vs.

peers

Avg core deposit growth, YoY

6%

1%

2%

Outperformed

Avg loan growth, YoY

(2%)

(5%)

(7%)

Outperformed

NII growth, YoY

4%

0%

2%

Outperformed

Operating fee growth, YoY

(1)

0%

2%

4%

Underperformed

Operating efficiency ratio

(1)

63%

65%

64%

Outperformed

Operating ROE

(1)

5%

4%

4%

Outperformed

NPA growth, YoY

(33%)

(18%)

(28%)

Outperformed

(1)

Excludes

certain

previously

reported

one-time

charges

from

fee

growth,

efficiency

ratio,

and

ROE

.

Reported

fee

growth

was

-43%

(2009

included

FTPS

gain

of

$1.7

billion),

reported

efficiency

ratio was 60.7%, reported ROE was 5.0%.

(2)

Large bank peer average consists of BBT, CMA, HBAN, KEY, MI, MTB, PNC, RF, STI, USB, WFC and ZION;

(3)

Midwest peer average consists of  CMA, HBAN, KEY, MI, and USB.

Source: SNL and company reports

7

Fifth Third Bank | All Rights Reserved

Credit metrics & reserve coverage outperform peers

Source: SNL Financial and company reports. Data as of 4Q10. HFI NPAs and NPLs exclude loans held-for-sale and also exclude covered assets for BBT, USB, and ZION

Reserve coverage strong relative to problem assets and losses

FITB credit metrics lower than peers and represent position of relative strength

8

Fifth Third Bank | All Rights Reserved

Majority of footprint beginning to recover

(Early cycle impact; strong industrial base)

Source:  Map from Moody’s Analytics.

Categories

based

on

Moody’s

Analytics’

Adversity

Index,

which

is

a

composite

index

of

unemployment,

industrial

production,

home

prices

and

housing

starts.

Declining

values

lead

to

labeling

as

Recession,

rising

indicators

are

labeled

as

Recovery,

rising

indicators

past

previous

growth

peaks

are

labeled

as

Expansion,

and

mixed

indicators

are

labeled

as

At

Risk

As of January 2011

In recession

At risk

Recovering

Expanding

9

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Current operating environment

•

Emerging clarity on regulatory and capital environment as Dodd-Frank Act enters

rule-making and implementation phase

–

Mitigation approaches will further differentiate banks

•

Expect continued improvements in asset quality

–

Real

estate

recovery

slowed

due

to

foreclosure

delays

and

effect

on

home

prices

•

Heightened

competition

for

loans

given

customer

deleveraging

and

sluggish

borrower demand

•

Industry

moving

toward

“more

normalized”

earnings,

improved

efficiency,

reductions in required loan loss reserves, and higher capital ratios

•

Reinstatement of dividends and consolidation expected in 2011 and thereafter as

firms manage capital positions and face a slowly recovering economy

•

Global economic environment will continue to impact near-term valuation

10

Fifth Third Bank | All Rights Reserved

Continuing to invest for the future

11

Fifth Third Bank | All Rights Reserved

Customer experience

For the first time, Fifth Third’s score was higher than

the ACSI Banks industry average (Bank of America,

Citi, Wells Fargo, J.P. Morgan Chase and an aggregate

of smaller banks)”

Fifth

Third

Bank

engaged

the

American

Customer

Satisfaction

Index

(ACSI)

in

custom

research

projects

surveying

Fifth

Third

Bank

customers

in

the

3    quarter

of

2010.

In

the

surveys,

ACSI

used the same statistical methodology as the independently measured banks, Bank of America, J.P. Morgan Chase, Wells Fargo, and Citigroup

Fifth Third posted its highest score ever, increasing its

score by four points

Consistently achieving leading customer satisfaction scores through focus

on providing valuable products and services at fair prices

Fifth Third finished

second among large banks

(CXPi 2010)

Third-Party Recognition

Fifth Third recipient of

“Great Workplace Award”

(March 2011)

Fifth Third improved

consistently

over last 3 years

rd

12

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2010 total return

(price appreciation plus dividends)

Source: Bloomberg, 12/31/09-12/31/10

Market recognizes Fifth Third’s progress

FITB

+51%

S&P Banks Index

+20%

S&P 500 Index

+15%

13

Fifth Third Bank | All Rights Reserved

Key themes

Well-positioned for success and leadership in new banking landscape

14

Fifth Third Bank | All Rights Reserved

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Fifth Third Bank | All Rights Reserved

Cautionary statement

This report contains 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, including the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act; (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.