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 15, 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 April 15, 2008, the following presentation was made during the 2008 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 16, 2008	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

Annual Meeting of Fifth Third Shareholders

April 15, 2008

Kevin Kabat, President & CEO

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

Agenda

Difficult economic environment

Credit mitigation

Comparative outperformance

Operating strengths

Building a better tomorrow

3

Fifth Third Bank | All Rights Reserved

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

10 Yr. Avg.

Last 6 Mos.

2008 F

Fed Funds

Spreads (Bank Sub Debt)

Difficult environment

Unemployment is expected to approach 6% in 2008 with

Detroit approaching 9%.

Current

banking

environment

has

severely

deteriorated.

2008

looks

to

be

the

banking

industry’s

worst

year

in

the

past

two

decades.

While the Fed is aggressively reducing rates to bolster

these markets, credit spreads continue to widen.

Foreclosures will more than double 2007’s elevated levels and

housing depreciation will significantly impact losses on

foreclosures.

Retail sales and consumer spending levels effect

continued talk of recession. A prolonged recession will

increase loss assumptions for 2009 and beyond.

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

10 Yr. Avg.

Last 6 Mos.

2008 F

GDP

Unemployment

Labor market

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

10 Yr. Avg.

Last 6 Mos.

2008 F

Consumer Spending (Annual)

Retail Sales (Annual)

Retail and consumer spending

-20.00%

-10.00%

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

10 Yr. Avg.

Last 6 Mos.

2008 F

Growth in Foreclosures as % of Total Loans

Housing Price Appreciation (Annual)

Housing market

Interest rate market

4

Fifth Third Bank | All Rights Reserved

Difficult environment

Housing prices have declined significantly in many parts of our footprint

Map from Global Insight/National City Corporation

5

Fifth Third Bank | All Rights Reserved

Difficult environment

Our

footprint

has

experienced

very

high

foreclosure

rates

during

2007,

most

notably

in

Florida, Michigan, and Ohio

Source: Realty Trac

2007 foreclosure rates

1

Nevada

    3.38

2

Florida

    2.00

3

Michigan

    1.95

4

California

    1.92

5

Colorado

    1.92

6

Ohio

    1.80

7

Georgia

    1.57

8

Arizona

    1.52

9

Illinois

    1.25

10

Indiana

    1.03

Foreclosure rates by state

6

Fifth Third Bank | All Rights Reserved

2007 total return

(change in price plus dividends)

-60.00%

-50.00%

-40.00%

-30.00%

-20.00%

-10.00%

0.00%

10.00%

12/06

03/07

06/07

09/07

12/07

FITB: -35%

MI: -29%

NCC: -53%

HBAN: -34%

KEY: -36%

S&P banks: -

30%

7

Fifth Third Bank | All Rights Reserved

Credit containment

Fifth Third has consistently maintained conservative underwriting

standards throughout all credit cycles.

Geographic and economic issues have required aggressive management

action

Eliminated all brokered HELOC production

Suspended all new developer lending

Significantly tightened underwriting limits and exception authorities

Centralized all credit approvals

Major expansion of commercial and consumer workout teams

Aggressive write downs in stressed geographies

Significant addition to reserve levels

Direct executive management oversight of every major credit decision

Fifth Third has moved aggressively to stay ahead of emerging credit issues

8

Fifth Third Bank | All Rights Reserved

Credit containment

Fifth

Third

has

developed

and

implemented

targeted

strategies

to

help

our

customers who are experiencing financial difficulties.  Options include:

—

Refinancing –

saleable or on balance sheet

—

Rate reductions, term extensions and loss mitigations

Loss mitigation strategies have been enhanced as follows:

—

Payment affordability –

expanded payment reduction options

including:

–

Rate reductions

–

Interest and fees waivers

–

Principal balance reductions (temporary or  permanent)

–

Suspension of penalty interest assessed after

delinquency grace period. 

9

Fifth Third Bank | All Rights Reserved

133%

58.6%

10.0%

6%

6%

1%

1%

Midwest

peers

(3)            

2007

In line

Outperformed

Outperformed

Outperformed

Outperformed

Outperformed

Outperformed

2007

performance 

vs. peers

134%

56.4%

14.3%

9%

7%

5%

3%

FITB

2007

142%

NPA growth

58.7%

10.0%

Operating efficiency ratio

(1)

Operating ROE

(1)

3%

Operating fee growth

(1)

5%

2%

Average loan growth

NII growth

1%

Average core deposit

growth

Large

bank

peers

(2)          

2007

(1)

Excludes certain previously reported one-time charges from fee growth, efficiency ratio, and ROE . Reported fee growth was 23%, reported efficiency ratio was 60.2%, reported ROE was 11.2%.

(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

10

Fifth Third Bank | All Rights Reserved

(CAGR:  2007

vs. 2003: per share)

1

Excludes certain previously reported one-time charges from fee growth, efficiency ratio, and ROE:  reported efficiency ratio was 60.2%, reported ROE was 11.2%.

2

Median of  large bank peers; median revenue growth of seven processing companies (CEN, DST, PAYX, ADS, FISV, GPN, TSS);

3

Average of large Midwest peers (NCC, HBAN, MI, KEY, CMA, USB).

Source: SNL Financial; data shown per share to adjust for effect

of acquisitions.

Strong underlying performance

10.0%

10.0%

14.3%

Operating ROE

(1)

58.6%

58.7%

56.4%

Operating efficiency ratio

(1)

17%

19%

22%

Credit card loan growth

N/A

14%

16%

Processing fee growth

(1)

4%

6%

9%

Core deposit growth

8%

9%

13%

Loan growth

Midwest

Peers

3

Peer

Group

2

Fifth

Third

11

Fifth Third Bank | All Rights Reserved

9.01%

7.99%

6.03%

6.02%

5.99%

5.88%

5.70%

5.47%

5.27%

4.95%

4.90%

4.81%

4.74%

4.61%

4.22%

3.98%

3.65%

2.93%

6.46%

MI

CMA

KEY

FITB

WFC

STI

RF

ZION

BBT

NCC

MTB

JPM

HBAN

USB

PNC

WM

WB

BAC

C

Strong tangible capital position

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

Source: SNL

Target : 6-6.5%

Tangible common equity as

% of tangible assets

12

Fifth Third Bank | All Rights Reserved

Fifth Third differentiators

Integrated affiliate delivery model

Aggressive sales culture

Operational efficiency

Streamlined decision making

Integrated payments platform (FTPS)

Acquisition integration

Customer satisfaction

13

Fifth Third Bank | All Rights Reserved

University of Michigan –

ACSI survey

Surveyed customers of large U.S. banks

2007

Citigroup

Fifth Third

Wachovia

Wells

Chase

B of A

69

74

72

74

79

*Fifth Third Bank engaged the American Customer Satisfaction Index (ACSI) in custom research projects surveying Fifth Third Bank

customers in the 4th

quarter of 2007.

In the surveys, ACSI

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

2007 key actions

Financial center service

optimization initiative launched

Added KDI component to new

incentive compensation plan

Implemented  a consistent

process and support tools for

handling customers problems at

the financial centers and call

center

Created a central escalation

team to manage problems that

cannot be resolved immediately

69

14

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 (subject to regulatory

approval)

First Horizon branches (pending)

St. Louis

Today*

Cincinnati

Florence

Louisville

Lexington

Cleveland

Columbus

Toledo

Detroit

Grand Rapids

Traverse

City

Chicago

Evansville

Indianapolis

Geographic diversification

First quarter 2004

15 branches in Florida

12

6

# of states with branches

1,296

960

Banking centers

$79B

$55B

Deposits

$116B

$94B

Assets

Today*

1Q04

* Pro forma as of 12/31/07 for pending acquisitions

15

Fifth Third Bank | All Rights Reserved

Fifth Third: building a better tomorrow

Consistently outperform the U.S. banking industry

Deliver growth in excess of industry

Enhance the customer experience

Increase employee engagement

Institutionalize enterprise operational excellence

16

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

and

weakening

in

the economy, specifically the real estate market, 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) 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)

our

ability

to

maintain

required

capital

levels

and

adequate

sources

of

funding

and

liquidity;

(7)

changes

and

trends

in

capital

markets;

(8)

competitive pressures among depository institutions increase significantly; (9) effects of critical accounting policies and judgments; (10)

changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory

agencies; (11) 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; (12) ability to maintain favorable ratings from rating agencies; (13) fluctuation of Fifth Third’s stock price; (14) ability to attract

and

retain

key

personnel;

(15)

ability

to

receive

dividends

from

its

subsidiaries;

(16)

potentially

dilutive

effect

of

future

acquisitions

on

current shareholders' ownership of Fifth Third; (17) effects of accounting or financial results of one or more acquired entity; (18) difficulties

in combining the operations of acquired entities; (19) ability to secure confidential information through the use of computer systems and

telecommunications network; and (20) 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,

2007,

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

the

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.

Fifth Third Bank | All Rights Reserved

Annual Meeting of Fifth Third Shareholders

April 15, 2008