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): January 30, 2008

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 January 30, 2008, Fifth Third Bancorp will present at the Citi 2008 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)
January 30, 2008	/s/ Christopher G. Marshall
	Christopher G. Marshall Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Citigroup 2008

Financial Services Conference

Kevin Kabat, President and CEO

Chris Marshall, Executive Vice President and CFO

January 30, 2008

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

Agenda

2007 in review

—

Difficult year, large unusual items, credit cycle overshadowed

strong core performance

Credit

—

Trends worsened, driven by residential and commercial real

estate trends; drivers well-understood and actions taken

2008 outlook

—

Expect solid operating performance and to outperform industry;

expect credit conditions to continue to deteriorate in near-term

Capital

—

Maintain strong tangible capital ratios, absolute and relative to

peers

Appendix

3

Fifth Third Bank | All Rights Reserved

2007 in review

Difficult year due to economic environment and customer

uncertainty

—

BOLI and VISA charges distorted financial results

—

Significant 4Q07 increase in charge-offs and provision charge

Core business momentum remains strong

—

NII growth of 5%

—

Fee income growth of 9% excluding the impact of significant

unusual items*

—

Average loan growth of 7% and average core deposit growth of 3%

—

Operating efficiency ratio** of 56%; includes fast growing payments

business (~70% efficiency ratio)

•Reported noninterest income growth was 23%. Comparison excludes estimated $155 million BOLI charge in 4Q07 and $415 million of securities and

derivatives losses related to 4Q06 balance sheet actions

•**Reported efficiency ratio was 61%. Excludes items listed above, $172 million in charges related to VISA litigation, and $8 million in merger related charges.

4

Fifth Third Bank | All Rights Reserved

Fee income diversification

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

4Q06

1Q07

2Q07

3Q07

4Q07

+16%

+30%

+4%

+29%

-14%

+30%

Growth Rate: 19%

Payment

processing

Deposit

service

charges

Investment    

advisory

Corporate

banking

Mortgage

Other

Y/Y

growth

Excludes estimated $155 million BOLI charge and $22 million in auto hedge losses in 4Q07. Excludes $415 million in losses on sale of securities and

termination of derivatives in 4Q06.

Reported noninterest income growth, 4Q07 vs. 4Q06 was 23%.

5

Fifth Third Bank | All Rights Reserved

0.63%

133%

58.6%

10.0%

6%

6%

1%

1%

Midwest

peers

(3)            

2007

Underperformed

In line

Outperformed

Outperformed

Outperformed

Outperformed

Outperformed

Outperformed

YTD

performance 

vs. peers

0.61%

134%

56.4%

14.3%

9%

7%

5%

3%

FITB

(1)

2007

0.49%

Net charge-off ratio

142%

NPA growth

58.7%

10.0%

Operating efficiency ratio

Operating ROE

3%

Operating fee growth

5%

2%

Average loan growth

NII growth

1%

Average core deposit

growth

Large

bank

peers

(2)          

2007

(1)

Excluded from fee growth, efficiency ratio, and ROE: in 2007 fees, estimated $155 million (pre-tax and after-tax) BOLI charge; in 2007 expenses, $172 million pre-tax

($112 million after-tax) Visa settlement charges, and $8 million pre-tax ($5 million after-tax) in acquisition-related expenses; in 2006 fees, $415 million pre-tax ($270

million after-tax) in losses on securities and derivatives related to 4Q06 balance sheet actions; in 2006 expenses, $49 million pre-tax ($32 million after-tax) related to

termination of financings. Reported fee growth was 23%, reported

efficiency ratio was 61.1%, reported ROE was 11.4%.

(2)

Large bank peer average consists of BBT, CMA, HBAN, KEY, MTB, MI, NCC, PNC, RF, STI, USB, WB, WM, WFC and ZION; for peer deposit, loan, NPA,

and fee comparisons, excludes HBAN, NCC, PNC, RF, WB and WFC due

to significant impact of acquisitions.

(3)

Midwest peer average consists of HBAN, KEY, MI, CMA, NCC and USB, except where outlined above.

Source: SNL and company reports

Peer performance summary

Continue to outperform on key value drivers; credit challenging

6

Fifth Third Bank | All Rights Reserved

Diversified loan portfolio

$46 billion commercial loan portfolio

92% secured

$954,000 average outstanding

$1.8 million average exposure

2007 NCOs: 43 bps

$34 billion consumer loan portfolio

95% secured

-

65% secured by real estate, 29% by auto

Real estate portfolio

-

78% weighted average CLTV

-

Weighted average origination FICO 734

-

58% first lien secured

No subprime originations

2007 NCOs: 84 bps

Coml Lease

5%

Resi Mortgage

13%

Home Equity

15%

Auto

11%

Credit Card

2%

C&I

31%

Commercial

Mortgage

15%

Coml Const

7%

Other Cons

1%

Distributed by type*

Geography Distribution*

Other

15%

Florida

11%

National

18%

Ohio

28%

Michigan

18%

Illinois

10%

*4Q07 end of

period balances

7

Fifth Third Bank | All Rights Reserved

0

40,000

80,000

120,000

160,000

200,000

Q4 2006

Q1 2007

Q2 2007

Q3 2007

Q4 2007

C&I/Lease

Auto

Credit Card

Other

CRE

Res RE

NCOs

NPAs

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

Q4 2006

Q1 2007

Q2 2007

Q3 2007

Q4 2007

C&I/Lease

Auto

CRE

Res RE

Res

RE

CRE

NPA, charge-off growth driven by residential, commercial real estate

Res

RE

CRE

Chicago

fraud loss

Real estate driving credit deterioration

8

Fifth Third Bank | All Rights Reserved

-

40,000

80,000

120,000

160,000

200,000

Q4 2006

Q1 2007

Q2 2007

Q3 2007

Q4 2007

Other SE

National

Other MW

NE Ohio

Michigan

Florida

421

NCOs

NPAs

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

Q4 2006

Q1 2007

Q2 2007

Q3 2007 Q4 2007

Other SE

National

Other MW

NE Ohio

Michigan

Florida

Stressed

markets

Chicago

fraud loss

Stressed

markets

Michigan and Florida: most stressed markets

NPA, charge-off growth driven by Florida and Michigan

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Fifth Third Bank | All Rights Reserved

Commercial real estate portfolio

Commercial real estate (CRE)

Total outstandings

$17.4B

—

Commercial mort     $11.9B (47% owner occ’d)

—

Construction

5.5B (19% owner occ’d)

Total CRE

17.4B (38% owner occ’d)

Total CRE exp        $21.5B

—

Average size

$1MM

—

38% of commercial loans, 22% of total loans

Problem assets

—

NPAs

$512MM (2.93%)

—

> 90 days past due      140MM (0.80%)

—

2007 charge-offs          

73MM (0.44%)

CRE

collateral

type

All data as of 12/31/07

Homebuilders and residential development

Total outstandings

$2.9B

~6% of commercial loans, ~16% of CRE

Crown contributed $339MM to totals

Problem assets

—

NPAs

$176MM (6%)

—

> 90 days past due      

57MM (2%)

—

2007 charge-offs                         23MM (0.8%)

Geography

Other MW

26%

MI

25%

Other SE

9%

NE OH

6%

FLA

34%

Office

21%

Devel'd

land

6%

Raw

land

11%

Indu

12%

Apts

16%

Retail

17%

Other

17%

Other MW

12%

MI

40%

Other SE

1%

NE OH

14%

FLA

33%

Loans

NPAs

Making no new loans to builder/developer

sector

10

Fifth Third Bank | All Rights Reserved

Home equity

•

Brokered home equity: 22% of loans, 60% of 4Q

charge-offs

•

HEA represented 8% of home equity loans and 30%

of 4Q charge-offs

•

Reduced brokered originations by 64% during 2007

and have shut down channel completely

•

Michigan represented 23% of direct loans and 38% of

direct losses in 4Q07

•

TDRs and other early interventions actively pursued in

stressed areas ($46MM in 2007)

•

CLTV cap of 90% except for highest quality,

relationship borrowers

•

Loans, LTVs, FICOs, and debt-to-income are risk-tiered

0

5

10

15

20

25

30

0

5

10

15

20

25

30

2,000

4,000

6,000

8,000

10,000

Brokered

0

Balance

NCOs

HEA

Other retail brokered

Direct

0

2,000

4,000

6,000

8,000

10,000

Balance

NCOs

Other

KY

IN

OH

MI

FL

IL

11

Fifth Third Bank | All Rights Reserved

2008 Outlook

Net interest income 

Mid single digits

Net interest margin 

3.20-3.30%

Noninterest income* 

High single digits

Noninterest expense** 

Mid-to-high single digits

Loans 

Mid-to-high single digits

Core deposits 

Mid-to-high single digits

Net charge-offs 

Low-to-mid 90 bps range

Effective tax rate [non-tax equivalent] 

Approximately 30%

Tangible equity/tangible asset ratio      

2008 target 6-6.5%; LT target 6.5%

Tier 1 capital ratio

2008 target 7.5-8%

Total capital ratio

2008 target 11-11.5%

* Comparison with 2007 excludes $155 million in non-cash charges to lower the cash surrender value of one of our BOLI policies in 2007

** comparison with 2007 excludes $172 million in non-cash charges in potential VISA litigation settlements and $8 million of acquisition-related

costs related to R-G Crown in 2007

Category

Growth, percentage, or bps range

12

Fifth Third Bank | All Rights Reserved

Strong tangible capital position

Tangible Common Equity as

% of Tangible Assets

Tier 1 Ratio

*Peer group: U.S. banks sharing similar geography or debt ratings. M&I as of 9/30/07

Source: SNL and company reports

Target : 6-6.5%

Target : 7.5-8%

9.10%

8.30%

7.71%

7.55%

7.46%

7.37%

7.20%

7.19%

7.00%

6.52%

BBT

USB

FITB

HBAN

CMA

KEY

WB

MI

STI

NCC

9.00%

8.00%

6.07%

5.99%

5.47%

5.27%

4.81%

4.74%

3.98%

6.46%

MI

CMA

KEY

FITB

STI

BBT

NCC

HBAN

USB

WB

13

Fifth Third Bank | All Rights Reserved

Increasing NII

despite inverted yield curve

Net interest income vs. market rates

3.84%

2.50%

4.63%

4.63%

Fwd

12/31/08

Average Fed Funds and 10-year rates in each quarter.  Forward rates for 12/31/08 from Bloomberg as of 1/28/08.

700,000

725,000

750,000

775,000

800,000

4Q06

1Q07

2Q07

3Q07

4Q07

0%

1%

2%

3%

4%

5%

6%

Net Interest Income

10-year bond

Fed funds target

14

Fifth Third Bank | All Rights Reserved

Fifth Third: building a better tomorrow

Balancing growth and profitability, risks and

rewards

Capitalizing on strengths and addressing areas of

weakness

Communicating clearly with investors

Delivering on promises

Returning to above-par performance and

shareholder returns

15

Fifth Third Bank | All Rights Reserved

Appendix

16

Fifth Third Bank | All Rights Reserved

Nonperforming assets

–

Total

NPA’s

of

$1.06B,

or

132

bps

–

Commercial

NPA’s

of

$695M;

recent

growth

driven

by

commercial

construction

and

real

estate,

particularly

in

Michigan,

Northern

Ohio,

and

Florida

–

Consumer

NPA’s

of

$369M;

recent

growth

driven

by

residential

real

estate,

particularly

in

Michigan

and

Florida

–

100%

of

commercial

and

99%

of

consumer

NPA’s

are

secured

26%

25%

18%

9%

3%

8%

11%

28%

4%

8%

2%

10%

23%

25%

22%

11%

4%

8%

23%

20%

12%

35%

4%

7%

0%

9%

24%

21%

C&I (17%)

CRE (48%)

Residential (32%)

Other Consumer (3%)

FLORIDA

OTHER

KENTUCKY

ILLINOIS

INDIANA

OHIO

MICHIGAN

Reported NPA's by loan type

Residential

$339M

32%

C&I

$184M

17%

Other

$30M

3%

CRE

$512M

48%

17

Fifth Third Bank | All Rights Reserved

Residential real estate -

topical areas*

Mortgage: $10.5B outstanding

1st

liens: 100% ; weighted average LTV: 77%; weighted average origination FICO: 725

Origination FICO distribution:                                 

<659 13%; 660-689 11%; 690-719 17%; 720-749 18%; 750+ 41%                               

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

Origination LTV distribution:                                  

<70 26%; 70.1-80 42%; 80.1-90 12%; >90.1 20%

% through broker: 12%

NPAs: $216MM (2.03%); over 90s: $186MM (1.76%)

Charge-offs: $43MM YTD (0.48%)

OH

33%

IL

10%

KY

9%

FL

7%

MI

23%

IN

11%

Other

7%

OH

26%

FL

32%

IL

6%

KY

5%

MI

16%

IN

7%

Other

8%

* All data as of 12/31/07

Home equity: $11.9B outstanding

1st

liens: 23%; 2nd

liens: 77%  (17% of 2nd liens behind FITB 1st

s)

Weighted average origination FICO: 742 (1st

liens 750; 2nd

liens 740)                                  

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

750+ 49%

Weighted average CLTV: 78% (1st

liens 64%; 2nd

liens 82%)                                                 

Origination CLTV distribution: <70 27%; 70-80 21%; 80-90 21%; >90 30%; >100 1%

Vintage distribution: 2007 15%; 2006 21%; 2005 18%; 2004 13%; prior to 2004 32%

% through broker channels: 22%                                 

WA FICO: 734 brokered, 745 direct; WA CLTV: 89% brokered; 74% direct

NPAs: $123MM (1.03%); over 90s: $72MM (0.60%)

Charge-offs: $97 million YTD (0.82%)

No subprime originations

Alt A originations: 4Q07 $137MM; $52MM 12/31/07 warehouse for delivery to agencies

—

All originations are being delivered under an agency flow agreement.

—

$158MM in loan portfolio (viewed as un-saleable in current market environment), WA origination FICO 706, WA origination

LTV 65%

18

Fifth Third Bank | All Rights Reserved

Michigan market

Total Loans

Auto

9%

Other Cons

1%

Credit Card

2%

Home Equity

17%

Resi Mortgage

7%

C&I

30%

Commercial

Mortgage

25%

Coml Const

8%

NPAs

Coml Const

28%

Commercial

Mortgage

27%

C&I

14%

Coml Lease

1%

Resi Mortgage

16%

Auto

2%

Credit Card

0%

Home Equity

13%

Net charge-offs

Auto

10%

Other Cons

2%

Credit Card

6%

Home Equity

26%

Resi Mortgage

9%

C&I

20%

Commercial

Mortgage

16%

Coml Const

12%

Summary:

Deterioration in home price values coupled with weak economy (unemployment rate

of 7.4%) impacting credit trends due to frequency of defaults and severity

Issues: homebuilders, developers

tied to weak real estate market

Issues:  valuations, economy,

unemployment

Economic weakness impacts

commercial real estate market

Issues:  valuations, economy,

unemployment

Loans

(bn)

% of

FITB

NPAs

(mm)

% of

FITB

NCOs

(mm)

% of

FITB

C&I

4.54

18%

45

25%

8.0

17%

Commercial mortgage

3.69

31%

87

34%

6.4

42%

Commercial construction

1.19

21%

93

36%

4.9

42%

Commercial lease

0.22

6%

2

29%

-

-

  Commercial

9.63

20%

227

33%

19.2

26%

Residential mortgage

1.03

10%

52

24%

3.5

19%

Home equity

2.57

22%

44

36%

10.2

29%

Auto

1.31

14%

5

21%

3.9

13%

Credit card

0.28

17%

1

19%

2.6

18%

Other consumer loan and leases

0.10

9%

0

3%

0.6

12%

  Consumer

5.29

14%

101

28%

20.8

21%

  Total

14.92

18%

328

31%

40.0

23%

19

Fifth Third Bank | All Rights Reserved

Florida market

NPAs

Auto

1%

Home Equity

2%

Resi Mortgage

29%

C&I

10%

Commercial

Mortgage

27%

Coml Const

31%

Net charge-offs

Auto

17%

Other Cons

4%

Credit Card

4%

Home Equity

13%

Resi Mortgage

41%

C&I

10%

Commercial

Mortgage

9%

Coml Const

2%

Loans

(bn)

% of

FITB

NPAs

(mm)

% of

FITB

NCOs

(mm)

% of

FITB

C&I

1.88

8%

21

12%

1.7

3%

Commercial mortgage

2.03

17%

58

23%

1.4

9%

Commercial construction

1.35

24%

67

26%

0.4

3%

Commercial lease

-

-

-

-

0.0

-

  Commercial

5.26

11%

146

21%

3.4

5%

Residential mortgage

1.51

15%

63

30%

6.6

36%

Home equity

0.76

6%

5

5%

2.1

6%

Auto

0.42

5%

2

9%

2.8

9%

Credit card

0.06

4%

0

3%

0.6

4%

Other consumer loan and leases

0.10

9%

0

7%

0.6

12%

  Consumer

2.85

8%

70

19%

12.7

13%

  Total

8.11

10%

216

20%

16.1

9%

Summary:

Deterioration in real estate values having effect on credit trends as evidenced by

increasing NPA/NCOs in real estate related products

Issues: homebuilders, developers

tied to weakening real estate market

Issues: increasing severity of loss

due to significant declines in

valuations

Issues: valuations; relatively small

home equity portfolio

Total Loans

Auto

5%

Other Cons

1%

Credit Card

1%

Home Equity

9%

Resi Mortgage

19%

C&I

23%

Commercial

Mortgage

25%

Coml Const

17%

20

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.