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 29, 2007

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	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)

(513) 534-5300

(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 29, 2007, Fifth Third Bancorp gave a presentation to analysts at the Fox-Pitt, Kelton Cochran Caronia Waller Financial Services Conference. A copy of these slides are 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 29, 2007	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Fox-Pitt Kelton Cochran Caronia Waller

Financial Services Conference

Chris Marshall, EVP and Chief Financial Officer

November 29, 2007

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

Agenda

Profile

Geographic diversification

De novo activities

Business mix diversification

Payments processing

Credit

Capital and liquidity

Appendix

3

Fifth Third Bank | All Rights Reserved

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

Fifth Third’s current footprint

First Charter (pending)

First Horizon branches (pending)

St. Louis

First quarter 2008

Cincinnati

Florence

Louisville

Lexington

Cleveland

Columbus

Toledo

Grand Rapids

Traverse

City

Chicago

Evansville

Indianapolis

Geographic diversification

First quarter 2004

* Pro forma as of 9/30/07 for pending acquisitions and 47 de novo branches

expected in 4Q07 and 1Q08.

15 branches in Florida

12

6

# of states with branches

1,329

960

Banking centers

$74B

$55B

Deposits

$112B

$94B

Assets

1Q-08*

1Q-04

Detroit

4

Fifth Third Bank | All Rights Reserved

77%

13%

10%

13%

25%

62%

Changing our profile

2004

1Q08 pro forma

2010 plan

#

55%

27%

18%

23% in high growth* markets

1,005 branches

38% in high growth* markets

1,329 branches

Southeast

Chicago

Other

45% in high growth* markets

1,552 branches

Southeast includes: Florida, Georgia, Kentucky, North Carolina and Tennessee.

* Growth markets include Southeast and Chicago.

# assumes 47 de novos in 4Q07 and 1Q08 and 80 net de novos per year thereafter

778 branches

827 branches

858 branches

99

327

421

128

175

273

5

Fifth Third Bank | All Rights Reserved

De novo activities

•

Opened 58 total new branches in

the

past

12

months

(expect

80

per

year for the next few years)

•

Continue to invest in high

opportunity markets

•

Site selection focuses on market

potential, predictive modeling and

IRR optimization

•

De novo activity has been, and will

continue to be, of significant

economic value to Fifth Third

2007-

2009 planned builds

47%

28%

7%

18%

Florida

Chicago

Other

Tennessee

* Six years

De novo targets (2007 vintage)

•

Mature* deposits

$40MM

•

Mature* loans

$13MM

•

Expected IRR

20%+

•

Breakeven

20 months

•

Cumulative breakeven

36 months

6

Fifth Third Bank | All Rights Reserved

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2005 Average

04-05 Goal

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2003 Average

04-05 Goal

De novo performance

growth markets

$35 mm

pace

$35 mm

goal

$35 mm

goal

$38 mm

goal

$40mm

goal

Source: SNL. FDIC deposit year vintages (July 1-June 30).

Deposit balances annualized using day-weighting (e.g., branch

opened Dec. 31 of a given year has first year deposits doubled;

second

year

deposits

multiplied

by

1.333x,

etc.)

All

Fifth

Third

full

service de novos (excludes BankMart, satellite office, retirement

center locations). Excludes relocations and locations with first

year deposits >$30 million.

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2007 Average

07 Goal

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2006 Average

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2004 Average

04-05 Goal

06 Goal

7

Fifth Third Bank | All Rights Reserved

Diversified franchise

39%

14%

29%

9%

9%

2007 Revenue -

$6 billion*

Branch

Banking

$2.3B

FTPS

$826MM

Investment

Advisors

$560MM

Commercial

Banking

$1.7B

Consumer Lending

$561MM

Branch

Banking

(40%

of

earnings)

Retail & Business banking

2.8 million households

1,181 branches, 2,153 ATMs

Commercial

Banking

(39%)

Corporate & Middle Market Lending, Treasury Services,

International Trade Finance, Commercial leasing and

syndicated finance

Processing Solutions (8%)

Over 154,000 merchant locations

Processes transactions for over 2,400 Financial

Institutions

3

rd

leading issuer of MasterCard Branded debit cards

1

Consumer Lending (7%)

8,700 dealer indirect auto lending network

$33.1

billion mortgage servicing portfolio

Federal and private student education loans

Investment Advisors (6%)

2,000 Registered Representatives

423 Private Bank Relationship Managers

Over 80,000 Private Bank Relationships

*Represents tax-equivalent revenue. Excludes eliminations/other revenue;

Data 3Q YTD annualized.

1

Source

Media

2007

edition

8

Fifth Third Bank | All Rights Reserved

Fee income diversification

$50

$150

$250

$350

$450

$550

$650

$750

3Q-2004

3Q-2005

3Q-2006

3Q-2007

($ in millions)

18%

4%

3%

19%

-19%

-7%

Payment

processing

Deposit

service

charges

Investment    

advisory

Corporate

banking

Mortgage

Other

CAGR

Category

2006-2007

Growth

16%

13%

7%

15%

-28%

6%

42% of

revenue

47% of

revenue

45% of

revenue

48% of

revenue

Excludes securities gains/losses and operating lease income.

9

Fifth Third Bank | All Rights Reserved

FTPS: key growth engine

Merchant

•

4th

Largest U.S. Acquirer

•

Over 35,000 merchants

•

$150B in processing volume

•

Over 4.4B acquired transactions

•

e.g. Nordstrom, Saks, Walgreen's,                             

Office Max, Barnes and Noble, U.S. Treasury

Bankcard

•

$1.7B in outstanding balances

•

1.0MM cardholders

•

Top three Debit MasterCard Issuer

•

23rd

largest U.S. bankcard issuer

Financial Institutions

•

2,400 FI relationships

•

Over 900MM POS/ATM transactions

2007 YTD revenue*

47%

32%

21%

Merchant

Services

Financial

Institutions

Bankcard

$0

$50

$100

$150

$200

$250

3Q04

4Q04

1Q05

2Q05

3Q05

4Q05

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

Merchant

Card Interchange

FI/EFT

CAGR

22%

CAGR

14%

CAGR

19%

CAGR 18%

* Excludes $12mm in pre-tax gains related to the sale of certain non-strategic credit card accounts in 2Q07.

10

Fifth Third Bank | All Rights Reserved

Credit cards: capturing our fair share

13th

largest bank, 23rd

largest credit card issuer

Significant opportunity in high risk-adjusted return business

—

Improve retail production by deploying sales technologies to enhance ease of

sale

—

Move from “ultra”

conservative underwriting to “conservative”

underwriting

(weighted average FICO from >740 to >720)

—

Optimize profitability of existing portfolio through modest investments in

marketing, analytics, and human capital

3Q07 balances up 57% from 3Q06; originations up 83% year-over-year, from

14 to 28 cards per banking center per month

Goal: double assets, accounts, net income by 2009

Assets

Accounts

Net income

2006

2009

1,200

2,400

1.1

2.0

41

83

($ MMs)

11

Fifth Third Bank | All Rights Reserved

Payments business value to FITB

Standalone payments processing business value: $3.9 billion at 24.0x LTM

earnings

Implied value of remainder of Fifth Third: $11.0 billion, or 8.4x 2007 LTM

earnings

Implied FITB discount: $2.7-

4.0 billion, or $5.10-$7.50 per share.

3%

5%

^Standalone

payments

process

business

includes

FI,

Merchant

and

Credit

Card

(with

“agent

bank”

residuals

to

Fifth

Third)

and

excludes

correspondent

banking,

ATM

administration, HSA  administration, and Multicard. Trailing four quarters earnings for standalone payments business of $164 million. Represents 1) FTPS trailing four

quarters segment earnings of $80 million, plus $51 million after-tax related to VISA  settlement with AMEX, less $10 million after-tax related to gains on sale of single

product credit card accounts, plus 2) net addition of $43 million of after-tax earnings to reflect additional earnings contribution, primarily card issuer interchange

reflected in the Branch Banking segment, when viewed as standalone entity.

*2007 average P/E for publicly traded payments processors (TSS, GPN, FIS, ADS). Stock prices and 2007 estimates as of 11/23/07. Source: Bloomberg.

#2007 P/E for top 15 U.S. regional banks. Stock prices and 2007 estimates as of 11/23/07. Source: Bloomberg.

LTM earnings

Market value

2007 P/E

Total Fifth Third

1,471

$    

X

10.1

=

$    14.9B

Standalone payments processing^

164

$      

X

24.0*

=

$     3.9 B

Rest of Fifth Third

1,307

$    

X

8.4

=

$   11.0 B

Top

15

U.S.

Regionals

#

-

Average

11.5

-

Median

10.5

12

Fifth Third Bank | All Rights Reserved

Diversified loan portfolio

$42 billion commercial loan portfolio

93% secured

$880,000 average outstanding

$1.7 million average exposure

YTD NCOs: 35 bps

$35 billion consumer loan portfolio

93% secured

-

63% secured by real estate,

30% by auto

Real estate portfolio

-

79% weighted average CLTV

-

Weighted average FICO 733

-

56% first lien secured

No subprime

YTD NCOs: 72 bps

Commercial

and Industrial

Commercial

Mortgage

Credit Card

Auto Loans

Commercial

Leases

14%

28%

Commercial

Construction

Residential

Mortgage

7%

Home Equity

14%

13%

5%

Other Consumer

2%

2%

15%

Third quarter YTD

average loan portfolio

3%

5%

13

Fifth Third Bank | All Rights Reserved

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

Fifth Third Bank

Normalized Peer Group Average  

Peer Group Average*

Net charge-offs

Credit quality

*Peer group includes Top 15 U.S. regional banks: BBT, CMA, FHN, HBAN, KEY, MTB, MI, NCC, PNC, RF, STI, USB, WB, and WFC. Data per FR-

Y9C regulatory data. 2007 data as of June.

#Peer loan mix normalized to FITB loan mix, multiplied by peer charge-off ratio for each loan type. Data per FR-Y9C regulatory data. 2007 data as

of June.

Midwest

Loan mix

FITB 3Q

#

14

Fifth Third Bank | All Rights Reserved

4.20

5.28

5.38

5.42

5.42

6.32

6.42

6.78

6.83

8.26

CMA

FITB

KEY

MI

STI

HBAN

BBT

NCC

USB

WB

6.88

7.19

7.20

7.45

7.67

7.92

8.35

8.46

8.60

9.30

BBT

USB

FITB

HBAN

KEY

CMA

STI

WB

MI

NCC

Strong capital position

Tangible Common Equity as

% of Tangible Assets

Tier 1 Ratio

Target 6.5%

*Peer group: U.S. banks sharing similar geography or debt ratings

15

Fifth Third Bank | All Rights Reserved

* Excludes intangibles. Financial data period end as of 9/30/2007.

Strong liquidity position

Strong core funding*

7%

60%

Core deposits

Other

deposits

Tangible           

equity

Fed funds,

other ST     

borrowings

Other

liabilities

Long-term

debt

12%

4%

8%

9%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

MI

USB

WB

KEY

NCC

HBAN

STI

BBT

CMA

FITB

Tangible equity

Core deposits

Other liabilities

Long term debt

ST borrowings

Relatively low wholesale borrowings*

Wholesale

funding

TCE &

core

deposits

16

Fifth Third Bank | All Rights Reserved

Fifth Third: building a better tomorrow

Balancing growth and profitability

Capitalizing on strengths and developing plans to

address areas of weakness

Communicating clearly with investors

Delivering on promises

Returning to above-par performance and

shareholder returns

17

Fifth Third Bank | All Rights Reserved

Cautionary Statement

This report may contain forward-looking statements about Fifth Third Bancorp and/or the company as combined acquired

entities 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 combined company

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, either national 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) political

developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (3)

changes in the interest rate environment reduce interest margins; (4) prepayment speeds, loan origination and sale volumes,

charge-offs and loan loss provisions; (5) our ability to maintain required capital levels and adequate sources of funding and

liquidity; (6) changes and trends in capital markets; (7) competitive pressures among depository institutions increase

significantly; (8) effects of critical accounting policies and judgments; (9) changes in accounting policies or procedures as may

be required by the Financial Accounting Standards Board or other

regulatory agencies; (10) 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; (11) ability to

maintain favorable ratings from rating agencies; (12) fluctuation of Fifth Third’s stock price; (13) ability to attract and retain key

personnel; (14) ability to receive dividends from its subsidiaries; (15) potentially dilutive effect of future acquisitions on current

shareholders' ownership of Fifth Third; (16) effects of accounting or financial results of one or more acquired entity; (17)

difficulties in combining the operations of acquired entities; (18) ability to secure confidential information through the use of

computer systems and telecommunications network; and (19) 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, 2006, 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

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.

18

Fifth Third Bank | All Rights Reserved

Appendix

19

Fifth Third Bank | All Rights Reserved

De novo performance

all markets

$35 mm

pace

$35 mm

goal

$35 mm

goal

$35 mm

pace

$38 mm

goal

$40 mm

goal

Source: SNL. FDIC deposit year vintages (July 1-June 30). Deposit balances annualized using day-weighting (e.g., branch opened Dec. 31 of a

given year has first year deposits doubled; second year deposits

multiplied by 1.333x, etc.) All Fifth Third full service de novos (excludes

BankMart, satellite office, retirement center locations). Excludes relocations and locations with first year deposits >$30 million.

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2002 Average

04-05 Goal

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2004 Average

04-05 Goal

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2003 Average

04-05 Goal

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2007 Average

07 Goal

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2006 Average

06 Goal

0

5000

10000

15000

20000

25000

30000

35000

40000

Y0

Y1

Y2

Y3

Y4

Y5

Y6

2005 Average

04-05 Goal

20

Fifth Third Bank | All Rights Reserved

Nonperforming assets

–Total NPA’s of $706M, or 92 bps

–Commercial NPA’s of $446M; recent 

growth driven by commercial constraint

and real estate, particularly in Eastern

Michigan, Northeastern Ohio, and

Southern Florida

–Consumer NPA’s of $260M; recent

growth driven by residential real estate,

particularly in Michigan and Florida

–97% of commercial and 100% of

consumer NPA’s are secured

22%

20%

16%

19%

4%

12%

7%

29%

4%

9%

2%

14%

9%

33%

17%

12%

5%

28%

8%

19%

11%

29%

5%

7%

1%

11%

6%

41%

C&I

CRE

Residential

Other Consumer

OTHER

ILLINOIS

INDIANA

FLORIDA

KENTUCKY

MICHIGAN

OHIO

Reported NPA's by loan type

Residential

$238M

34%

C&I

$179M

26%

Other

$27M

3%

CRE

$262M

37%

21

Fifth Third Bank | All Rights Reserved

Commercial portfolio -

topical areas*

Commercial real estate (CRE)

Total outstandings

$16.6B

—

Commercial mort     $11.1B (50% owner occ’d)

—

Construction

5.5B (20% owner occ’d)

Total CRE

16.6B (40% owner occ’d)

Total CRE exp        $20.2B

—

Average size

$1MM (relationship)

—

39% of commercial loans, 22% of total loans

Problem assets

—

NPAs

$262MM (1.58%)

—

> 90 days past due       96MM (0.58%)

—

YTD charge-offs           46MM (0.37%)

Syndicated lending

Total loans

~$4B O/S

—

PD rating

#

5.5 vs. 6.7 for

commercial portfolio

—

Ave size

~$8 million

—

Relationships

~550

< 10% of commercial loans, < 5% total loans

Leveraged^

< $200MM O/S

—

Ave size

~$6MM

—

Relationships                 ~20

—

Syndication warehouse $100 million

–

No “hung”

deals

Problem assets

—

NPAs

$11MM

—

>90 days past due           0MM

Commercial paper conduit

$3.0B outstandings under current facility

—

High quality, short-term commercial loans,

commercial receivables, commercial

securities

—

No subprime, mortgage assets in conduit

Fully backed, enhanced by Fifth Third Bank

*

#

Weighted average probability of default rating

^Regulatory HLT definition, i.e., priced at L+250 bps or greater

Office

23%

Other

11%

Raw

land

5%

Land

under

devel't

7%

Indu

14%

Apts

18%

Retail

18%

Devel'd

land

4%

CRE

collateral

type

* All data as of 9/30/07

22

Fifth Third Bank | All Rights Reserved

Residential real estate -

topical areas*

Mortgage: $9.1B outstanding

1

st

liens: 100% ; weighted average LTV: 80%; weighted average origination FICO: 720

Origination FICO distribution:                                 

<659 12%; 660-689 10%; 690-719 15%; 720-749 16%; 750+ 47%                                      

(note: loans <659 includes CRA loans and FHA/VA loans)

Origination LTV distribution:                                  

<70 26%; >70-80 41%; >80-90 11%; >90 22%

% through broker: 13%

NPAs: $150MM (1.70%); over 90s: $116MM (1.32%)

Charge-offs: $25MM YTD (0.39%)

* All data updated as of 9/30/07

Home equity: $11.7B outstanding

1

st

liens:

25%;

2

nd

liens:

75%

(20%

of

2

nd

liens

behind

FITB

1

st

s)

Weighted

average

CLTV:

78%

(1

st

liens

64%;

2

nd

liens

82%)                                                 

Origination CLTV distribution: <70 27%; >70-80 22%; >80-90 21%; >90.1 30%

Weighted

average

origination

FICO:

741

(1

st

liens

749;

2

nd

liens

739)                                   

Origination FICO distribution: <659 5%; 660-689 10%; 690-719 16%; 720-749 20%; 750+ 48%

Vintage distribution: 2007 12%; 2006 21%; 2005 19%; 2004 14%; prior to 2004 34%

% through broker channels: 24%                                 

WA FICO: 733 brokered, 744 direct; WA CLTV: 89% brokered, 74% direct

NPAs: $88MM (0.76%); over 90s: $64MM (0.54%)

Charge-offs: $64 million YTD (0.72%)

No subprime

Alt A originations: 3Q07 $71MM; $43MM warehouse, WA FICO 700, WA

LTV 72%

—

All

warehoused

loans

after

10/01/07

are

being

delivered

under

an

agency

flow

agreement.

—

$163MM in loan portfolio (viewed as un-saleable in current market environment), WA origination FICO 700, WA

origination LTV 72%

OH

30%

FL

23%

IL

7%

KY

6%

MI

18%

IN

8%

Other

8%

OH

34%

IL

10%

KY

10%

FL

6%

MI

23%

IN

11%

Other

6%