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 22, 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 2.02 Results of Operations and Financial Condition

On April 22, 2008, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the first quarter of 2008. A copy of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits 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 7.01 Regulation FD Disclosure

On April 22, 2008, Fifth Third Bancorp issued a press release and its quarterly financial supplement announcing its earnings release for the first quarter of 2008. A copy of this press release and its quarterly financial supplement are attached as Exhibits 99.1 and 99.2, respectively. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure. The information in this Form 8-K and Exhibits 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 – Press release dated April 22, 2008.

Exhibit 99.2 – Quarterly Financial Supplement.

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 22, 2008	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

		News Release
CONTACTS:	Jeff Richardson (Investors)	FOR IMMEDIATE RELEASE
	(513) 534-0983	April 22, 2008
	Jim Eglseder (Investors)
	(513) 534-8424
	Debra DeCourcy, APR (Media)
	(513) 534-4153

FIFTH THIRD BANCORP REPORTS FIRST QUARTER 2008

EARNINGS OF $0.55 PER DILUTED SHARE

• Net interest income increased 11 percent versus first quarter 2007

• Average loans up 9 percent and core deposits up 5 percent

• Net interest margin expanded 12 basis points sequentially

• Noninterest income increased 43 percent from first quarter 2007

• Payments processing income growth of 15 percent

• Deposit service revenue up 17 percent

• Corporate banking income growth of 30 percent

• Tangible common equity ratio expanded to 6.22 percent;

  total capital ratio up 116 bps to 11.32 percent

• Allowance to loan ratio increased to 1.49 percent

Earnings Highlights

	For the Three Months Ended															% Change
	March 2008			December 2007			September 2007			June 2007			March 2007			Seq		Yr/Yr
Net income (in millions)	$	292		$	16		$	325		$	376		$	359		NM		(19	%)
Common Share Data
Earnings per share, basic		0.55			0.03			0.61			0.69			0.65		NM		(15	%)
Earnings per share, diluted		0.55			0.03			0.61			0.69			0.65		NM		(15	%)
Cash dividends per common share		0.44			0.44			0.42			0.42			0.42		—		5	%
Financial Ratios
Return on average assets		1.06	%		0.06	%		1.26	%		1.49	%		1.47	%	NM		(28	%)
Return on average equity		12.5			0.7			13.8			15.7			14.6		NM		(14	%)
Tangible equity		6.22			6.05			6.83			6.92			7.65		3	%	(19	%)
Net interest margin (a)		3.41			3.29			3.34			3.37			3.44		4	%	(1	%)
Efficiency (a)		42.1			72.6			59.2			54.1			55.8		(42	%)	(25	%)
Common shares outstanding (in thousands)		532,106			532,672			532,627			535,697			550,077		—		(3	%)
Average common shares outstanding (in thousands):
Basic		528,498			529,120			530,123			540,264			551,501		—		(4	%)
Diluted		530,372			530,939			532,471			543,228			554,175		—		(4	%)

(a) Presented on a fully taxable equivalent basis

NM: not meaningful

Fifth Third Bancorp (Nasdaq: FITB) today reported first quarter 2008 earnings of $292 million, or $0.55 per diluted share, compared with $16 million, or $0.03 per diluted share in the fourth quarter of 2007 and $359 million, or $0.65 per diluted share, for the same period in 2007.

Reported results include a gain of $273 million pre-tax, or $0.33 per share after-tax, related to the redemption of a portion of our ownership interests in Visa, Inc., as well as the reversal of $152 million pre-tax in expenses, or $0.19 per share after-tax, representing a portion of the previously recorded litigation reserves, both related to Visa’s initial public offering. Reported results also include a non-cash estimated charge of $144 million pre-tax, or $0.21 per share after-tax, to further reduce the current cash surrender value of one of our Bank-Owned Life Insurance (“BOLI”) policies, and expenses related to acquisitions and severance expenses totaling $16 million pre-tax, or $0.02 per share after-tax.

As noted above, the BOLI charge is based on quarter-end estimated values and is subject to change. Our financial results, which we expect to file on Form 10-Q in early May, will be based on the most current March 31, 2008 performance information we have received concerning the performance of the underlying investments. Performance information received after the date of this release could result in changes that would affect the reported earnings, earnings per share, and other financial measures reported in the release.

“This quarter we produced excellent loan and deposit growth that drove impressive performance in net interest income and continued strong fee growth from our businesses,” said Kevin T. Kabat, President and CEO of Fifth Third Bancorp. “However, strong operating performance continues to be offset by higher credit costs, primarily reflecting further deterioration of residential real estate, homebuilder and residential development loans. Nonperforming asset growth and higher loan losses reflect a weaker economic environment and continue to be disproportionately experienced in Florida and Michigan. Based on these developments, we significantly increased our allowance for loan and lease losses during the quarter.

We remain very active in taking steps to address the issues we and the industry are facing, and to work with borrowers to address difficulties they are experiencing. We expect credit conditions to continue to deteriorate in the near term, and to experience higher nonperforming assets and credit losses during this period.

Although every credit cycle differs, we expect them to occur. We take seriously our responsibility to provide credit to our customers, to lend prudently, and to maintain the capital necessary to manage through these cycles. This is an unusually difficult cycle, but we believe Fifth Third is well-positioned relative to many of its peers. We expect to continue to post strong operating results, to execute on our strategic plans, and to capitalize on the opportunities that are created by an environment such as this.”

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Income Statement Highlights

	For the Three Months Ended															% Change
	March 2008			December 2007			September 2007			June 2007			March 2007			Seq		Yr/Yr
Condensed Statements of Income ($ in millions)
Net interest income (taxable equivalent)	$	826		$	785		$	760		$	745		$	742		5	%	11	%
Provision for loan and lease losses		544			284			139			121			84		91	%	550	%
Total noninterest income		872			509			681			669			608		71	%	43	%
Total noninterest expense		715			940			853			765			753		(24	%)	(5	%)
Income before income taxes (taxable equivalent)		439			70			449			528			513		527	%	(15	%)
Taxable equivalent adjustment		6			6			6			6			6		—		—
Applicable income taxes		141			48			118			146			148		194	%	(5	%)
Net income available to common shareholders (a)		292			16			325			375			359		NM		(19	%)
Earnings per share, diluted	$	0.55		$	0.03		$	0.61		$	0.69		$	0.65		NM		(15	%)
(a)    Dividends on preferred stock are $.185 million for all quarters presented NM: not meaningful Net Interest Income
	For the Three Months Ended															% Change
	March 2008			December 2007			September 2007			June 2007			March 2007			Seq		Yr/Yr
Interest Income ($ in millions)
Total interest income (taxable equivalent)	$	1,453		$	1,556		$	1,535		$	1,495		$	1,466		(7	%)	(1	%)
Total interest expense		627			771			775			750			724		(19	%)	(13	%)
Net interest income (taxable equivalent)	$	826		$	785		$	760		$	745		$	742		5	%	11	%
Average Yield
Yield on interest-earning assets		5.99	%		6.52	%		6.73	%		6.75	%		6.79	%	(8	%)	(12	%)
Yield on interest-bearing liabilities		2.99	%		3.78	%		4.04	%		4.08	%		4.07	%	(21	%)	(27	%)
Net interest rate spread (taxable equivalent)		3.00	%		2.74	%		2.69	%		2.67	%		2.72	%	9	%	10	%
Net interest margin (taxable equivalent)		3.41	%		3.29	%		3.34	%		3.37	%		3.44	%	4	%	(1	%)
Average Balances ( $ in millions)
Loans and leases, including held for sale	$	84,912		$	82,172		$	78,243		$	77,048		$	75,860		3	%	12	%
Total securities and other short-term investments		12,597			12,506			12,169			11,741			11,710		1	%	8	%
Total interest-bearing liabilities		84,353			80,977			76,070			73,735			72,148		4	%	17	%
Shareholders’ equity		9,379			9,446			9,324			9,599			9,970		(1	%)	(6	%)

Net interest income of $826 million on a taxable equivalent basis grew $41 million, or 5 percent, from the fourth quarter of 2007. Net interest income benefited from lower funding costs on core deposits and wholesale borrowings as well as strong growth in earning assets, which more than offset the effect of lower asset yields, the effect of loan securitizations, tightening spreads between LIBOR and Fed Funds rates and growth in non-earning assets. The net interest margin was 3.41 percent, up 12 bps from the fourth quarter of 2007, primarily driven by 26 bps widening of the net interest rate spread resulting from effective rate management as market rates have declined.

Compared with the first quarter of 2007, net interest income increased $84 million, or 11 percent, and net interest margin compressed 3 bps from 3.44 percent. The increase in net interest income reflected earning assets growth and 28 bps widening in the net interest rate spread. The growth in assets and lower free funding offset the benefits of wider spreads in the net interest margin.

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Average Loans

	For the Three Months Ended										% Change
	March 2008		December 2007		September 2007		June 2007		March 2007		Seq		Yr/Yr
Average Portfolio Loans and Leases ($ in millions)
Commercial:
Commercial loans	$	25,367	$	23,650	$	22,183	$	21,584	$	20,908	7	%	21	%
Commercial mortgage		12,016		11,497		11,041		11,008		10,566	5	%	14	%
Commercial construction		5,577		5,544		5,499		5,595		6,014	1	%	(7	%)
Commercial leases		3,723		3,692		3,698		3,673		3,658	1	%	2	%
Subtotal - commercial loans and leases		46,683		44,383		42,421		41,860		41,146	5	%	13	%
Consumer:
Residential mortgage loans		10,395		9,943		8,765		8,490		8,830	5	%	18	%
Home equity		11,846		11,843		11,752		11,881		12,062	—		(2	%)
Automobile loans		9,278		9,445		10,853		10,552		10,230	(2	%)	(9	%)
Credit card		1,660		1,461		1,366		1,248		1,021	14	%	63	%
Other consumer loans and leases		1,083		1,099		1,138		1,174		1,127	(1	%)	(4	%)
Subtotal - consumer loans and leases		34,262		33,791		33,874		33,345		33,270	1	%	3	%
Total average loans and leases (excluding held for sale)	$	80,945	$	78,174	$	76,295	$	75,205	$	74,416	4	%	9	%
Average loans held for sale		3,967		3,998		1,950		1,843		1,445	(1	%)	175	%

Average loan and lease balances grew 4 percent sequentially and 9 percent from the first quarter of last year. Average commercial loans and leases grew 5 percent sequentially and 13 percent compared with the first quarter of 2007. Growth was primarily driven by commercial and industrial (C&I) lending, up 7 percent sequentially and 21 percent versus a year ago, reflecting solid production across most of our footprint. Compared with last quarter, commercial mortgage balances increased $519 million. Consumer loans and leases were up 1 percent sequentially and increased 3 percent compared with the first quarter of 2007. Comparisons with both periods reflect growth in residential mortgages and credit card loans, offset by lower home equity originations and securitization activity.

First quarter loan sales and securitizations totaled approximately $3.3 billion, including $2.7 billion of auto loans and $615 million in residential mortgage-related loans.

Average Deposits

	For the Three Months Ended										% Change
	March 2008		December 2007		September 2007		June 2007		March 2007		Seq		Yr/Yr
Average Deposits ($ in millions)
Demand deposits	$	13,208	$	13,345	$	13,143	$	13,370	$	13,185	(1	%)	—
Interest checking		14,836		14,394		14,334		15,061		15,509	3	%	(4	%)
Savings		16,075		15,616		15,390		14,620		13,689	3	%	17	%
Money market		6,896		6,363		6,247		6,244		6,377	8	%	8	%
Foreign office (a)		2,443		2,249		1,808		1,637		1,343	9	%	82	%
Subtotal - Transaction deposits		53,458		51,967		50,922		50,932		50,103	3	%	7	%
Other time		10,884		11,011		10,290		10,780		11,037	(1	%)	(1	%)
Subtotal - Core deposits		64,342		62,978		61,212		61,712		61,140	2	%	5	%
Certificates - $100,000 and over		5,835		6,613		6,062		6,511		6,682	(12	%)	(13	%)
Other foreign office		3,861		2,464		1,981		732		364	57	%	960	%
Total deposits	$	74,038	$	72,055	$	69,255	$	68,955	$	68,186	3	%	9	%

(a) Includes commercial customer Eurodollar sweep balances for which the Bancorp pays rates comparable to other commercial deposit accounts.

Average core deposits were up 2 percent sequentially and 5 percent year-over-year, with transaction deposits (excluding consumer time deposits) growing 3 percent sequentially and 7 percent from a year ago. Core

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deposit growth versus the fourth quarter of 2007 was driven primarily by growth in interest checking, savings and money market balances which offset a seasonal decline in demand deposit account (DDA) and consumer certificate of deposits (CD) balances. On a year-over-year basis, strong growth in savings, foreign office deposits and money market balances more than offset lower interest checking balances.

Retail core deposits increased 2 percent sequentially and 4 percent year-over-year. Growth in savings, money market balances, and demand deposit accounts more than offset a sequential decline in CD balances and a year-over-year decline in interest checking and CDs. Commercial core deposits increased 2 percent sequentially and 7 percent year-over-year. Strong sequential growth in money market accounts, interest checking, and foreign office deposits more than offset declines in seasonally lower DDA and savings balances. On a year-over-year basis, strong growth in foreign office deposits, interest checking, money market accounts, and CDs more than offset lower DDA and savings balances.

Noninterest Income

	For the Three Months Ended											% Change
	March 2008		December 2007			September 2007		June 2007		March 2007		Seq		Yr/Yr
Noninterest Income ($ in millions)
Electronic payment processing revenue	$	213	$	223		$	212	$	205	$	185	(5	%)	15	%
Service charges on deposits		147		160			151		142		126	(8	%)	17	%
Investment advisory revenue		93		94			95		97		96	(1	%)	(3	%)
Corporate banking revenue		107		106			91		88		83	1	%	30	%
Mortgage banking net revenue		97		26			26		41		40	272	%	144	%
Other noninterest income		185		(113	)		93		96		78	NM		136	%
Securities gains (losses), net		27		7			13		—		—	286	%	NM
Securities gains, net - non-qualifying hedges on mortgage servicing rights		3		6			—		—		—	(56	%)	NM
Total noninterest income	$	872	$	509		$	681	$	669	$	608	71	%	43	%

Noninterest income of $872 million grew $363 million sequentially and $264 million from a year ago. Growth was driven by the $273 million gain resulting from the Visa IPO, partially offset by an estimated $144 million pre-tax charge to further reduce the cash surrender value of one of our BOLI policies. This charge was due to further deterioration in the values of the underlying investments of the policy, reflecting widening credit and municipal spreads during the quarter. First quarter results also included net securities gains of $30 million. Fourth quarter 2007 noninterest income included a $177 million charge related to the same BOLI policy, a $22 million loss due to the termination of cash flow hedges, and $13 million in net securities gains. Sequential growth was otherwise driven by strong mortgage banking revenue that more than offset seasonally lower payments processing and deposit service charge revenue. Year-over-year comparisons reflected strong growth in mortgage banking, payments processing, deposit service charges and corporate banking revenue.

Electronic payment processing (EPP) revenue of $213 million decreased 5 percent sequentially from seasonally strong fourth quarter levels. EPP revenue increased 15 percent from a year ago driven by continued strong merchant processing results, up 23 percent, as well as 17 percent growth in card issuer interchange primarily due to higher debit card usage. Higher debit and credit card usage volumes drove solid financial institutions revenue growth of 6 percent versus the first quarter of 2007.

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Service charges on deposits of $147 million declined 8 percent sequentially and increased 17 percent compared with the same quarter last year. Retail service charges declined 16 percent from the fourth quarter, reflecting lower levels of customer activity compared with seasonally strong fourth quarter levels. Retail service charges grew 17 percent compared with the first quarter a year ago on higher customer activity and growth in the number of accounts. Commercial service charges increased 3 percent sequentially and 17 percent compared with last year. This growth primarily reflects the effect of lower market interest rates, as reduced earnings credit rates paid to customers have resulted in higher use of services fees to pay for treasury management services.

Corporate banking revenue of $107 million increased $1 million sequentially and $24 million or 30 percent year-over-year. Included in revenue for the quarter were $8 million in losses related to $102 million of commercial mortgages that were moved from the held-for-sale portfolio to the held-for-investment portfolio during the quarter. Revenue growth for both periods was driven by broad-based strength, with particularly strong growth in foreign exchange and customer interest rate derivative sales resulting from more volatile markets and increased penetration of our middle-market customer base.

Investment advisory revenue of $93 million was down 1 percent sequentially and 3 percent from the first quarter of 2007. Institutional trust revenue decreased 4 percent sequentially and 1 percent year-over-year largely due to market value declines. Brokerage fee revenue was up 3 percent sequentially and down 4 percent from the first quarter of 2007, reflecting a shift in assets from stock and bond funds to money market funds.

Mortgage banking net revenue totaled $97 million in the first quarter of 2008, a $71 million increase from the previous quarter and a $57 million increase from the first quarter of 2007. First quarter originations of $4 billion increased 49 percent sequentially and 41 percent from the prior year, driven by customer activity related to lower interest rates during the quarter. Strong originations resulted in gains on the sale of mortgages of $93 million, compared with $18 million in the fourth quarter of 2007 and $26 million in the first quarter of 2007. Effective January 1, 2008, the Bancorp adopted FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”) for valuation and treatment of origination costs related to mortgages originated for sale. The revenue impact of this adoption in the first quarter of 2008 was an increase of approximately $25 million. Upon adoption of FAS 159, origination costs of approximately $20 million this quarter are now being recognized immediately in expense that previous to this adoption were deferred and offset against flow revenue. Additionally, we recognized gains of approximately $5 million in the first quarter related to embedded gains which previous to this adoption would not have been realized until sale. Revenue for the first quarter included $11 million related to gains on the sale of portfolio loans compared with $1 million and $5 million in the fourth and first quarters of 2007. Net servicing revenue, before mortgage servicing rights (MSR) valuation adjustments, totaled $8 million in the first quarter, compared with $14 million last quarter and $13 million a year ago. MSR valuation adjustments, including mark-to-market related

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adjustments on free-standing derivatives, netted to a $3 million loss in the first quarter of 2008, compared with a $6 million loss last quarter. The mortgage servicing asset, net of valuation reserve, was $592 million at quarter end on a servicing portfolio of $36.5 billion.

Net securities gains of $3 million offsetting MSR valuation adjustments were recorded in the first quarter on non-qualifying hedges on mortgage servicing rights compared with $6 million last quarter.

Net gains on investment securities were $27 million in the first quarter of 2008 compared with net gains of $7 million last quarter.

Other noninterest income totaled $185 million in the first quarter compared with a loss of $113 million last quarter and income of $78 million in the same quarter last year. Results in the first quarter of 2008 included a $273 million gain resulting from the Visa IPO and an estimated charge of $144 million related to the decrease in the cash surrender value of one of our BOLI policies. Results also included $26 million in losses associated with the sale of auto loans during the quarter and $15 million in gains on sale from auto securitization transactions. Last quarter’s results included the decrease in value of the BOLI policy of $177 million as well as a $22 million loss on the termination of hedges associated with auto loans held for sale during the fourth quarter of 2007. Also included the fourth quarter of 2007 results was a $7 million gain on the sale of $53 million of certain non-strategic credit card accounts.

Noninterest Expense

	For the Three Months Ended										% Change
	March 2008		December 2007		September 2007		June 2007		March 2007		Seq		Yr/Yr
Noninterest Expense ($ in millions)
Salaries, wages and incentives	$	347	$	328	$	310	$	309	$	292	6	%	19	%
Employee benefits		85		56		67		68		87	51	%	(3	%)
Payment processing expense		66		68		65		59		52	(3	%)	27	%
Net occupancy expense		72		70		66		68		65	3	%	10	%
Technology and communications		47		47		41		41		40	—		19	%
Equipment expense		31		32		30		31		29	(6	%)	5	%
Other noninterest expense		67		339		274		189		188	(80	%)	(64	%)
Total noninterest expense	$	715	$	940	$	853	$	765	$	753	(24	%)	(5	%)

Noninterest expense of $715 million decreased by $225 million from the fourth quarter of 2007 and $38 million from a year ago. First quarter results included the reversal of $152 million in Visa litigation reserves, $9 million in severance-related costs and $7 million in acquisition-related expenses. Fourth quarter results included $94 million in litigation expenses related to the Visa/American Express settlement and $8 million in acquisition-related expenses. Employee compensation expenses increased sequentially by $48 million. This increase was the result of seasonally higher FICA and unemployment expenses, up $18 million; $9 million in severance expense; and approximately $20 million in mortgage origination costs related to the adoption of FAS 159. Payment processing expense declined 3 percent sequentially from seasonally strong fourth quarter levels. Expense growth from a year ago was primarily related to the FAS 159 mortgage origination costs,

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volume-related processing expense, incentive compensation, branch expansion related expenses including RG Crown, and technology investments.

	For the Three Months Ended
	March 2008		December 2007		September 2007		June 2007		March 2007
Total net losses charged off ($ in millions)
Commercial loans	($36	)	($48	)	($23	)	($24	)	($15	)
Commercial mortgage loans	(33	)	(15	)	(8	)	(16	)	(7	)
Commercial construction loans	(72	)	(12	)	(5	)	(7	)	(6	)
Commercial leases	—		—		—		—		(1	)
Residential mortgage loans	(34	)	(18	)	(9	)	(9	)	(7	)
Home equity	(41	)	(32	)	(27	)	(20	)	(17	)
Automobile loans	(35	)	(30	)	(25	)	(15	)	(16	)
Credit card	(20	)	(15	)	(13	)	(10	)	(8	)
Other consumer loans and leases	(5	)	(4	)	(5	)	(1	)	6
Total net losses charged off	(276	)	(174	)	(115	)	(102	)	(71	)
Total losses	(293	)	(193	)	(127	)	(124	)	(99	)
Total recoveries	17		19		12		22		28
Total net losses charged off	($276	)	($174	)	($115	)	($102	)	($71	)
Ratios
Net losses charged off as a percent of average loans and leases (excluding held for sale)	1.37	%	0.89	%	0.60	%	0.55	%	0.39	%
Commercial	1.21	%	0.66	%	0.33	%	0.44	%	0.27	%
Consumer	1.58	%	1.18	%	0.93	%	0.68	%	0.53	%

Credit Quality

Net charge-offs as a percentage of average loans and leases were 137 bps in the first quarter, compared with 89 bps in the fourth quarter of 2007 and 39 bps in the first quarter of 2007. Loss experience continues to be concentrated in Michigan and Florida and primarily related to consumer residential real estate loans as well as loans to residential real estate builders and developers. Michigan and Florida represented approximately 57 percent of total first quarter net charge-offs. Residential real estate losses were 27 percent of total net charge-offs, and losses on loans to residential real estate builders and developers were 15 percent of total net charge-offs.

Consumer net charge-offs of $135 million, or 158 bps, grew $36 million from the fourth quarter of 2007, driven primarily by losses in the residential real estate portfolio. Net charge-offs in Michigan and Florida represented 38 percent of consumer losses in the first quarter, up from 34 percent in the fourth quarter of 2007. Home equity net charge-offs of $41 million increased $9 million compared with last quarter, primarily due to increased losses on brokered home equity loans reflecting borrower stress and lower home price valuations. Originations of these loans has been discontinued. Net losses on brokered home equity loans were $23 million, or 55 percent, of first quarter home equity losses. Brokered home equity loans represented $2.6 billion, or 22 percent, of total home equity portfolio of $11.8 billion. Michigan and Florida represented 40 percent of first quarter home equity losses, up from 37 percent in the fourth quarter of 2007. Net charge-offs within the residential mortgage portfolio were $34 million, an increase of $16 million, primarily as a result of declining property values on loans at foreclosure, with losses in Michigan and Florida representing 64 percent of losses in the first quarter, up from 58 percent in the previous quarter. Net charge-offs in the auto portfolio

8

increased $5 million from the fourth quarter to $35 million. The auto loan charge-off ratio increased due primarily to the movement during the last several quarters of more recent vintage auto loans from the portfolio to held for sale, which has resulted in a portfolio consisting of more mature loans nearer to their peak loss cycle. Prior quarter auto loan net charge offs also include a $1 million recovery due to a sale of charged off loans.

Commercial net charge-offs of $141 million, or 121 bps, increased $66 million compared with the fourth quarter of 2007. Losses related to residential real estate builders and developers represented $42 million, or 30 percent, of commercial charge-offs. Commercial construction net charge-offs increased to $72 million from $12 million the previous quarter, driven by homebuilder and residential development losses. Michigan and Florida accounted for 89 percent of these losses. Commercial mortgage net charge-offs increased to $33 million, up $18 million from the fourth quarter of 2007. Michigan and Florida accounted for 82 percent of these losses. Net charge-offs in the C&I portfolio were $36 million, down $12 million from the fourth quarter of 2007.

	For the Three Months Ended
	March 2008			December 2007			September 2007			June 2007			March 2007
Allowance for Credit Losses ($ in millions)
Allowance for loan and lease losses, beginning	$	937		$	827		$	803		$	784		$	771
Total net losses charged off		(276	)		(174	)		(115	)		(102	)		(71	)
Provision for loan and lease losses		544			284			139			121			84
Allowance for loan and lease losses, ending		1,205			937			827			803			784
Reserve for unfunded commitments, beginning		95			79			77			79			76
Provision for unfunded commitments		8			13			2			(2	)		3
Acquisitions		—			3			—			—			—
Reserve for unfunded commitments, ending		103			95			79			77			79
Components of allowance for credit losses:
Allowance for loan and lease losses		1,205			937			827			803			784
Reserve for unfunded commitments		103			95			79			77			79
Total allowance for credit losses	$	1,308		$	1,032		$	906		$	880		$	863
Ratio
Allowance for loan and lease losses as a percent of loans and leases		1.49	%		1.17	%		1.08	%		1.06	%		1.05	%

Provision for loan and lease losses totaled $544 million in the first quarter of 2008, exceeding net charge-offs by $268 million. The increase in the provision for loan and lease losses and allowance for loan and lease losses was driven by higher probable losses resulting from deterioration in residential real estate collateral values and negative trends in nonperforming and other criticized assets.

The allowance for loan and lease losses represented 1.49 percent of total loans and leases outstanding as of quarter end, compared with 1.17 percent last quarter and 1.05 percent in the same quarter last year.

9

	As of
	March 2008			December 2007			September 2007			June 2007			March 2007
Nonperforming Assets and Delinquency ($ in millions)
Commercial loans	$	300		$	175		$	175		$	136		$	138
Commercial mortgage		312			243			146			113			107
Commercial construction		408			249			105			65			57
Commercial leases		11			5			5			4			5
Residential mortgage (a)		211			121			74			40			38
Home equity (b)		128			91			61			45			41
Automobile		5			3			3			3			4
Credit card (c)		13			5			—			—			—
Other consumer loans and leases		—			1			—			—			—
Total nonaccrual loans and leases	$	1,388			893			569			406			390
Repossessed personal property		22			21			19			17			9
Other real estate owned (d)		182			150			118			105			95
Total nonperforming assets	$	1,592		$	1,064		$	706		$	528		$	494
Total loans and leases 90 days past due	$	539		$	491		$	360		$	302		$	243
Nonperforming assets as a percent of total loans, leases and other assets, including other real estate owned		1.96	%		1.32	%		0.92	%		0.70	%		0.66	%

a) Nonaccrual loans include debt restructuring balances of $73 million as of 03/31/08, $29 million as of 12/31/07, $6 million as of September 30, 2007 and $2 million as of June 30, 2007.

b) Nonaccrual loans include debt restructuring balances of $86 million as of 03/31/08, $46 million as of 12/31/07, and $16 million as of 09/30/07

c) All nonaccrual credit card balances are the result of debt restructurings.

d) Excludes government insured advances.

Nonperforming assets (NPAs) at quarter end were $1.6 billion, or 1.96 percent of total loans and leases and other real estate owned (“OREO”), up from 1.32 percent last quarter and 0.66 percent in the first quarter a year ago. Sequential growth in NPAs was $528 million, or 50 percent, driven by increases related to residential real estate builders and developers as well as residential real estate OREO.

Commercial NPAs of $1.1 billion, or 2.20 percent, grew $363 million or 52 percent in the first quarter of 2008. Commercial NPA growth was primarily driven by continued deterioration in the commercial construction and commercial mortgage portfolios, particularly in Michigan and Florida. NPAs in the C&I portfolio of $305 million increased $126 million from the previous quarter. Commercial construction NPAs were $418 million, an increase of $162 million from the fourth quarter of 2007. Commercial mortgage NPAs were $325 million, a sequential increase of $70 million. Commercial real estate loans in Michigan and Florida represented 46 percent of our total commercial real estate portfolio. Increases in NPAs in these states represented 69 percent of commercial real estate NPA growth and these regions accounted for 66 percent of total commercial real estate NPAs. Residential real estate builders and developers represented approximately $309 million in commercial NPAs, an increase of $133 million from the fourth quarter of 2007.

Consumer NPAs of $534 million, or 1.62 percent, rose $165 million, or 45 percent in the first quarter of 2008. Of the growth, $156 million was experienced in residential real estate portfolios. Residential mortgage NPAs increased $117 million to $333 million, of which $122 million was in OREO. Of residential mortgage NPAs, $12 million were in residential construction loans (of which $5 million was OREO). Home equity NPAs increased $38 million to $162 million, of which $34 million was OREO. Residential real estate loans in Michigan and Florida represented 71 percent of the growth in residential real estate NPAs, 58 percent of total residential real estate NPAs, and 26 percent of total residential real estate loans. Included within consumer NPAs, primarily in residential real estate loans, were $172 million in troubled debt restructurings, including

10

$92 million restructured in the first quarter of 2008. These debt restructurings assist qualifying borrowers in creating workable payment plans to enable them to remain in their homes.

Loans still accruing over 90 days past due were $539 million, up $48 million from the fourth quarter of 2007. Consumer 90 days past due balances increased 5 percent from the previous quarter and commercial 90 days past due balances increased 18 percent. Growth in commercial and consumer 90 days past dues was generally concentrated in commercial real estate and residential mortgages in the regions noted earlier.

Capital Position/Other

	For the Three Months Ended
	March 2008 (a)		December 2007		September 2007		June 2007		March 2007
Capital Position
Average shareholders’ equity to average assets	8.43	%	8.77	%	9.13	%	9.53	%	10.05	%
Tangible equity	6.22	%	6.05	%	6.83	%	6.92	%	7.65	%
Regulatory capital ratios:
Tier I capital	7.71	%	7.72	%	8.46	%	8.13	%	8.71	%
Total risk-based capital	11.32	%	10.16	%	10.87	%	10.54	%	11.19	%
Tier I leverage	8.29	%	8.50	%	9.23	%	8.76	%	9.36	%

(a) Current period regulatory capital data and ratios are estimated

The tangible common equity ratio increased 17 bps to 6.22 percent due to higher retained earnings and the effect of loan securitizations. The Tier 1 capital ratio decreased 1 bps to 7.71 percent. The total capital ratio increased 116 bps due to the aforementioned factors and the issuance of $1.0 billion on Tier 2 qualifying subordinated debt during the first quarter.

There were no open market share repurchases during the quarter and, as of March 31, 2008, there were 19.2 million shares remaining under our current share repurchase authorization.

On August 16, 2007, Fifth Third Bancorp and First Charter Corporation signed a definitive agreement for Fifth Third to acquire First Charter, which operates 57 branches in North Carolina and two in Atlanta. Fifth Third has received all regulatory approvals and currently expects to close this transaction in the latter part of the second quarter of 2008 after completion of the election process. This transaction, when consummated, is expected to reduce capital ratios by approximately 35 bps. On March 26, 2008, Fifth Third and First Horizon Corporation announced an agreement was reached on terms for the completion of Fifth Third’s acquisition of nine branches and their deposits in the Atlanta metro area from First Horizon, originally announced September 25, 2007. Fifth Third has received all necessary regulatory approvals and the transaction is expected to close in the second quarter of 2008.

Outlook

The following outlook represents currently expected full year 2008 growth rates compared with full year 2007 results. The outlook does not include the effect of our pending acquisitions of First Charter Bank or the First Horizon branches. Our outlook is based on current expectations as of the date of this release for results within our businesses; prevailing views related to economic growth, inflation, unemployment and other economic

11

factors, and market forward interest rate expectations. These expectations are inherently subject to risks and uncertainties. There are a number of factors that could cause results to differ materially from historical performance and these expectations. We undertake no obligation to update these expectations after the date of this release. Please refer to the cautionary statement at the end of this release for more information.

Category	Growth, percentage, or bps range [change from 2007]
Net interest income	Mid-to-high single digits
Net interest margin	3.30-3.40%
Noninterest income*	Low teens
Noninterest expense**	High single digits
Loans	Mid-to-high single digits
Core deposits	Mid single digits
Net charge-offs	100-115 bps range
Effective tax rate [non-tax equivalent]	Approximately 32-33%
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 $273 million in first quarter 2008 gains related to Visa’s IPO and non-cash charges to lower the cash surrender value of one of our BOLI policies of an estimated $144 million in the first quarter of 2008 and $177 million in the fourth quarter of 2007

** comparison with 2007 excludes $152 million in reversals of litigation reserves in first quarter 2008 related to Visa’s IPO, $7 million in merger-related charges in first quarter 2008, $9 million in severance expenses in the first quarter of 2008, and, in 2007, $172 million for charges in potential future Visa litigation settlements and $8 million of acquisition-related expenses

Conference Call

Fifth Third will host a conference call to discuss these financial results at 8:30 a.m. (Eastern Time) today. This conference call will be webcast live by Thomson Financial and may be accessed through the Fifth Third Investor Relations website at www.53.com (click on “About Fifth Third” then “Investor Relations”). The webcast also is being distributed over Thomson Financial’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson Financial’s individual investor center at www.earnings.com or by visiting any of the investor sites in Thomson Financial’s Individual Investor Network. Institutional investors can access the call via Thomson Financial’s password-protected event management site, StreetEvents (www.streetevents.com).

Those unable to listen to the live webcast may access a webcast replay or podcast through the Fifth Third Investor Relations website at the same web address. Additionally, a telephone replay of the conference call will be available beginning approximately two hours after the conference call until Tuesday, May 6th by dialing 800-642-1687 for domestic access and 706-645-9291 for international access (passcode 39132909#).

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Corporate Profile

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of March 31, 2008, the Company has $111 billion in assets, operates 18 affiliates with 1,232 full-service Banking Centers, including 107 Bank Mart^® locations open seven days a week inside select grocery stores and 2,221 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri and Georgia. Fifth Third operates five main businesses: Commercial Banking, Branch Banking, Consumer Lending, Investment Advisors and Fifth Third Processing Solutions. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2008, has $212 billion in assets under care, of which it managed $31 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® National Global Select Market under the symbol “FITB.”

FORWARD-LOOKING STATEMENTS

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) Fifth Third’s 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 entities; (18) difficulties in combining the operations of acquired entities; (19) ability to secure confidential information through the use of computer systems and telecommunications networks; 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.

# # #

13

Quarterly Financial Review for March 31, 2008

Table of Contents

Financial Highlights	15-16
Consolidated Statements of Income	17
Consolidated Statements of Income (Taxable Equivalent)	18
Consolidated Balance Sheets	19-20
Consolidated Statements of Changes in Shareholders’ Equity	21
Average Balance Sheet and Yield Analysis	22-23
Summary of Loans and Leases	24
Regulatory Capital	25
Summary of Credit Loss Experience	26
Asset Quality	27
Segment Presentation	28

14

Fifth Third Bancorp and Subsidiaries

Financial Highlights

$ in millions, except per share data

(unaudited)

	For the Three Months Ended									% Change
	March 2008			December 2007			March 2007			Seq		Yr/Yr
Income Statement Data
Net interest income (a)	$	826		$	785		$	742		5	%	11	%
Noninterest income		872			509			608		71	%	43	%
Total revenue (a)		1,698			1,294			1,350		31	%	26	%
Provision for loan and lease losses		544			284			84		91	%	550	%
Noninterest expense		715			940			753		(24	%)	(5	%)
Net income		292			16			359		1,690	%	(19	%)
Common Share Data
Earnings per share, basic	$	0.55		$	0.03		$	0.65		1,733	%	(15	%)
Earnings per share, diluted		0.55			0.03			0.65		1,733	%	(15	%)
Cash dividends per common share	$	0.44		$	0.44		$	0.42		—		5	%
Book value per share		17.59			17.20			17.82		2	%	(1	%)
Dividend payout ratio		80.1	%		1,435.0	%		64.5	%	(94	%)	24	%
Market price per share:
High	$	28.58		$	35.34		$	41.41		(19	%)	(31	%)
Low		20.25			24.82			37.93		(18	%)	(47	%)
End of period		20.92			25.13			38.69		(17	%)	(46	%)
Common shares outstanding (in thousands)		532,106			532,672			550,077		—		(3	%)
Average common shares outstanding (in thousands):
Basic		528,498			529,120			551,501		—		(4	%)
Diluted		530,372			530,939			554,175		—		(4	%)
Market capitalization	$	11,132		$	13,386		$	21,282		(17	%)	(48	%)
Price/earnings ratio (b)		11.13			12.69			18.08		(12	%)	(38	%)
Financial Ratios
Return on average assets		1.06	%		0.06	%		1.47	%	1,667	%	(28	%)
Return on average equity		12.5	%		0.7	%		14.6	%	1,686	%	(14	%)
Noninterest income as a percent of total revenue		51	%		39	%		45	%	31	%	13	%
Average equity as a percent of average assets		8.43	%		8.77	%		10.05	%	(4	%)	(16	%)
Tangible equity		6.22	%		6.05	%		7.65	%	3	%	(19	%)
Net interest margin (a)		3.41	%		3.29	%		3.44	%	4	%	(1	%)
Efficiency (a)		42.1	%		72.6	%		55.8	%	(42	%)	(25	%)
Effective tax rate		32.5	%		74.5	%		29.3	%	(56	%)	11	%
Credit Quality
Net losses charged off	$	276		$	174		$	71		59	%	289	%
Net losses charged off as a percent of average loans and leases		1.37	%		0.89	%		0.39	%	54	%	251	%
Allowance for loan and lease losses as a percent of loans and leases		1.49	%		1.17	%		1.05	%	27	%	42	%
Allowance for credit losses as a percent of loans and leases		1.62	%		1.29	%		1.15	%	26	%	41	%
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned		1.96	%		1.32	%		0.66	%	48	%	197	%
Average Balances
Loans and leases, including held for sale	$	84,912		$	82,172		$	75,860		3	%	12	%
Total securities and other short-term investments		12,597			12,506			11,710		1	%	8	%
Total assets		111,291			107,727			99,192		3	%	12	%
Transaction deposits (d)		53,458			51,967			50,103		3	%	7	%
Core deposits (e)		64,342			62,978			61,140		2	%	5	%
Wholesale funding (f)		33,219			31,344			24,193		6	%	37	%
Shareholders’ equity		9,379			9,446			9,970		(1	%)	(6	%)
Regulatory Capital Ratios (c)
Tier I capital		7.71	%		7.72	%		8.71	%	—		(11	%)
Total risk-based capital		11.32	%		10.16	%		11.19	%	11	%	1	%
Tier I leverage		8.29	%		8.50	%		9.36	%	(2	%)	(11	%)
Operations
Banking centers		1,232			1,227			1,161		—		6	%
ATMs		2,221			2,211			2,104		—		6	%
Full-time equivalent employees		21,726			21,683			21,442		—		1	%

(a) Presented on a fully taxable equivalent basis

(b) Based on the most recent twelve-month diluted earnings per share and end of period stock prices

(c) Current period regulatory capital ratios are estimates

(d) Includes demand, interest checking, savings, money market and foreign office deposits of commercial customers

(e) Includes transaction deposits plus other time deposits

(f) Includes certificates $100,000 and over, other foreign office deposits, federal funds purchased, short-term borrowings and long-term debt

15

Fifth Third Bancorp and Subsidiaries

Financial Highlights

$ in millions, except per share data

(unaudited)

	For the Three Months Ended
	March 2008			December 2007			September 2007			June 2007			March 2007
Income Statement Data
Net interest income (a)	$	826		$	785		$	760		$	745		$	742
Noninterest income		872			509			681			669			608
Total revenue (a)		1,698			1,294			1,441			1,414			1,350
Provision for loan and lease losses		544			284			139			121			84
Noninterest expense		715			940			853			765			753
Net income		292			16			325			376			359
Common Share Data
Earnings per share, basic	$	0.55		$	0.03		$	0.61		$	0.69		$	0.65
Earnings per share, diluted		0.55			0.03			0.61			0.69			0.65
Cash dividends per common share	$	0.44		$	0.44		$	0.42		$	0.42		$	0.42
Book value per share		17.59			17.20			17.45			17.16			17.82
Dividend payout ratio		80.1	%		1,435.0	%		68.7	%		59.7	%		64.5	%
Market price per share:
High	$	28.58		$	35.34		$	41.17		$	43.32		$	41.41
Low		20.25			24.82			33.60			37.88			37.93
End of period		20.92			25.13			33.88			39.77			38.69
Common shares outstanding (in thousands)		532,106			532,672			532,627			535,697			550,077
Average common shares outstanding (in thousands):
Basic		528,498			529,120			530,123			540,264			551,501
Diluted		530,372			530,939			532,471			543,228			554,175
Market capitalization	$	11,132		$	13,386		$	18,045		$	21,305		$	21,282
Price/earnings ratio (b)		11.13			12.69			16.37			18.58			18.08
Financial Ratios
Return on average assets		1.06	%		0.06	%		1.26	%		1.49	%		1.47	%
Return on average equity		12.5	%		0.7	%		13.8	%		15.7	%		14.6	%
Noninterest income as a percent of total revenue		51	%		39	%		47	%		47	%		45	%
Average equity as a percent of average assets		8.43	%		8.77	%		9.13	%		9.53	%		10.05	%
Tangible equity		6.22	%		6.05	%		6.83	%		6.92	%		7.65	%
Net interest margin (a)		3.41	%		3.29	%		3.34	%		3.37	%		3.44	%
Efficiency (a)		42.1	%		72.6	%		59.2	%		54.1	%		55.8	%
Effective tax rate		32.5	%		74.5	%		26.7	%		28.1	%		29.3	%
Credit Quality
Net losses charged off	$	276		$	174		$	115		$	102		$	71
Net losses charged off as a percent of average loans and leases		1.37	%		0.89	%		0.60	%		0.55	%		0.39	%
Allowance for loan and lease losses as a percent of loans and leases		1.49	%		1.17	%		1.08	%		1.06	%		1.05	%
Allowance for credit losses as a percent of loans and leases		1.62	%		1.29	%		1.19	%		1.16	%		1.15	%
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned		1.96	%		1.32	%		0.92	%		0.70	%		0.66	%
Average Balances
Loans and leases, including held for sale	$	84,912		$	82,172		$	78,243		$	77,048		$	75,860
Total securities and other short-term investments		12,597			12,506			12,169			11,741			11,710
Total assets		111,291			107,727			102,131			100,767			99,192
Transaction deposits (d)		53,458			51,967			50,922			50,932			50,103
Core deposits (e)		64,342			62,978			61,212			61,712			61,140
Wholesale funding (f)		33,219			31,344			28,001			25,393			24,193
Shareholders’ equity		9,379			9,446			9,324			9,599			9,970
Regulatory Capital Ratios (c)
Tier I capital		7.71	%		7.72	%		8.46	%		8.13	%		8.71	%
Total risk-based capital		11.32	%		10.16	%		10.87	%		10.54	%		11.19	%
Tier I leverage		8.29	%		8.50	%		9.23	%		8.76	%		9.36	%
Operations
Banking centers		1,232			1,227			1,181			1,167			1,161
ATMs		2,221			2,211			2,153			2,132			2,104
Full-time equivalent employees		21,726			21,683			20,775			21,033			21,442

(a) Presented on a fully taxable equivalent basis

(b) Based on the most recent twelve-month diluted earnings per share and end of period stock prices

(c) Current period regulatory capital ratios are estimates

(d) Includes demand, interest checking, savings, money market and foreign office deposits of commercial customers

(e) Includes transaction deposits plus other time deposits

(f) Includes certificates $100,000 and over, other foreign office deposits, federal funds purchased, short-term borrowings and long-term debt

16

Fifth Third Bancorp and Subsidiaries

Consolidated Statements of Income

$ in millions

(unaudited)

	For the Three Months Ended							% Change
	March 2008		December 2007			March 2007		Seq		Yr/Yr
Interest Income
Interest and fees on loans and leases	$	1,290	$	1,386		$	1,314	(7	%)	(2	%)
Interest on securities		152		157			143	(3	%)	7	%
Interest on other short-term investments		5		7			3	(34	%)	54	%
Total interest income		1,447		1,550			1,460	(7	%)	(1	%)
Interest Expense
Interest on deposits		399		493			498	(19	%)	(20	%)
Interest on short-term borrowings		80		100			59	(20	%)	36	%
Interest on long-term debt		148		178			167	(17	%)	(12	%)
Total interest expense		627		771			724	(19	%)	(13	%)
Net Interest Income		820		779			736	5	%	11	%
Provision for loan and lease losses		544		284			84	91	%	550	%
Net interest income after provision for loan and lease losses		276		495			652	(44	%)	(58	%)
Noninterest Income
Electronic payment processing revenue		213		223			185	(5	%)	15	%
Service charges on deposits		147		160			126	(8	%)	17	%
Investment advisory revenue		93		94			96	(1	%)	(3	%)
Corporate banking revenue		107		106			83	1	%	30	%
Mortgage banking net revenue		97		26			40	272	%	144	%
Other noninterest income		185		(113	)		78	NM		136	%
Securities gains (losses), net		27		7			—	286	%	NM
Securities gains, net - non-qualifying hedges on mortgage servicing rights		3		6			—	(56	%)	NM
Total noninterest income		872		509			608	71	%	43	%
Noninterest Expense
Salaries, wages and incentives		347		328			292	6	%	19	%
Employee benefits		85		56			87	51	%	(3	%)
Payment processing expense		66		68			52	(3	%)	27	%
Net occupancy expense		72		70			65	3	%	10	%
Technology and communications		47		47			40	—		19	%
Equipment expense		31		32			29	(6	%)	5	%
Other noninterest expense		67		339			188	(80	%)	(64	%)
Total noninterest expense		715		940			753	(24	%)	(5	%)
Income before income taxes		433		64			507	576	%	(15	%)
Applicable income taxes		141		48			148	194	%	(5	%)
Net income	$	292	$	16		$	359	1,690	%	(19	%)
Net income available to common shareholders (a)	$	292	$	16		$	359	1,710	%	(19	%)

(a) Dividends on preferred stock are $.185 million for all quarters presented

17

Fifth Third Bancorp and Subsidiaries

Consolidated Statements of Income (Taxable Equivalent)

$ in millions

(unaudited)

	For the Three Months Ended
	March 2008		December 2007			September 2007		June 2007		March 2007
Interest Income
Interest and fees on loans and leases	$	1,290	$	1,386		$	1,376	$	1,343	$	1,314
Interest on securities		152		157			147		143		143
Interest on other short-term investments		5		7			6		3		3
Total interest income		1,447		1,550			1,529		1,489		1,460
Taxable equivalent adjustment		6		6			6		6		6
Total interest income (taxable equivalent)		1,453		1,556			1,535		1,495		1,466
Interest Expense
Interest on deposits		399		493			511		505		498
Interest on short-term borrowings		80		100			93		72		59
Interest on long-term debt		148		178			171		173		167
Total interest expense		627		771			775		750		724
Net interest income (taxable equivalent)		826		785			760		745		742
Provision for loan and lease losses		544		284			139		121		84
Net interest income (taxable equivalent) after provision for loan and lease losses		282		501			621		624		658
Noninterest Income
Electronic payment processing revenue		213		223			212		205		185
Service charges on deposits		147		160			151		142		126
Investment advisory revenue		93		94			95		97		96
Corporate banking revenue		107		106			91		88		83
Mortgage banking net revenue		97		26			26		41		40
Other noninterest income		185		(113	)		93		96		78
Securities gains (losses), net		27		7			13		—		—
Securities gains, net - non-qualifying hedges on mortgage servicing rights		3		6			—		—		—
Total noninterest income		872		509			681		669		608
Noninterest Expense
Salaries, wages and incentives		347		328			310		309		292
Employee benefits		85		56			67		68		87
Payment processing expense		66		68			65		59		52
Net occupancy expense		72		70			66		68		65
Technology and communications		47		47			41		41		40
Equipment expense		31		32			30		31		29
Other noninterest expense		67		339			274		189		188
Total noninterest expense		715		940			853		765		753
Income before income taxes (taxable equivalent)		439		70			449		528		513
Taxable equivalent adjustment		6		6			6		6		6
Income before income taxes		433		64			443		522		507
Applicable income taxes		141		48			118		146		148
Net income	$	292	$	16		$	325	$	376	$	359
Net income available to common shareholders (a)	$	292	$	16		$	325	$	375	$	359

(a) Dividends on preferred stock are $.185 million for all quarters presented

18

Fifth Third Bancorp and Subsidiaries

Consolidated Balance Sheets

$ in millions, except per share data

(unaudited)

	As of									% Change
	March 2008			December 2007			March 2007			Seq		Yr/Yr
Assets
Cash and due from banks	$	3,092		$	2,660		$	2,211		16	%	40	%
Available-for-sale and other securities (a)		12,421			10,677			10,592		16	%	17	%
Held-to-maturity securities (b)		353			355			347		(1	%)	2	%
Trading securities		184			171			160		8	%	15	%
Other short-term investments		517			620			256		(17	%)	102	%
Loans held for sale		2,573			4,329			1,382		(41	%)	86	%
Portfolio loans and leases:
Commercial loans		26,590			24,813			21,479		7	%	24	%
Commercial mortgage loans		12,155			11,862			10,906		2	%	11	%
Commercial construction loans		5,592			5,561			5,688		1	%	(2	%)
Commercial leases		3,727			3,737			3,687		—		1	%
Residential mortgage loans		9,873			10,540			8,484		(6	%)	16	%
Home equity		11,803			11,874			11,926		(1	%)	(1	%)
Automobile loans		8,394			9,201			10,400		(9	%)	(19	%)
Credit card		1,686			1,591			1,111		6	%	52	%
Other consumer loans and leases		1,066			1,074			1,140		(1	%)	(6	%)
Portfolio loans and leases		80,886			80,253			74,821		1	%	8	%
Allowance for loan and lease losses		(1,205	)		(937	)		(784	)	29	%	54	%
Portfolio loans and leases, net		79,681			79,316			74,037		—		8	%
Bank premises and equipment		2,265			2,223			2,001		2	%	13	%
Operating lease equipment		317			353			212		(10	%)	50	%
Goodwill		2,460			2,470			2,192		—		12	%
Intangible assets		143			147			158		(3	%)	(9	%)
Servicing rights		596			618			572		(4	%)	4	%
Other assets		6,802			7,023			5,704		(3	%)	19	%
Total assets	$	111,404		$	110,962		$	99,824		—		12	%
Liabilities
Deposits:
Demand	$	14,949		$	14,404		$	13,510		4	%	11	%
Interest checking		14,842			15,254			15,755		(3	%)	(6	%)
Savings		16,572			15,635			14,256		6	%	16	%
Money market		7,077			6,521			6,336		9	%	12	%
Foreign office		2,354			2,572			1,495		(8	%)	57	%
Other time		9,883			11,440			10,869		(14	%)	(9	%)
Certificates - $100,000 and over		4,993			6,738			6,776		(26	%)	(26	%)
Other foreign office		731			2,881			191		(75	%)	282	%
Total deposits		71,401			75,445			69,188		(5	%)	3	%
Federal funds purchased		5,612			4,427			1,622		27	%	246	%
Other short-term borrowings		6,387			4,747			2,383		35	%	168	%
Accrued taxes, interest and expenses		2,379			2,427			2,324		(2	%)	2	%
Other liabilities		2,226			1,898			1,883		17	%	18	%
Long-term debt		14,041			12,857			12,620		9	%	11	%
Total liabilities		102,046			101,801			90,020		—		13	%
Total shareholders’ equity (c)		9,358			9,161			9,804		2	%	(5	%)
Total liabilities and shareholders’ equity	$	111,404		$	110,962		$	99,824		—		12	%
(a)    Amortized cost	$	12,417		$	10,821		$	10,754		15	%	15	%
(b)    Market values		353			355			347		(1	%)	2	%
(c)    Common shares, stated value $2.22 per share (in thousands):
Authorized		1,300,000			1,300,000			1,300,000		—		—
Outstanding, excluding treasury		532,106			532,672			550,077		—		(3	%)
Treasury		51,321			51,516			33,350		—		54	%

19

Fifth Third Bancorp and Subsidiaries

Consolidated Balance Sheets

$ in millions, except per share data

(unaudited)

	As of
	March 2008			December 2007			September 2007			June 2007			March 2007
Assets
Cash and due from banks	$	3,092		$	2,660		$	2,494		$	2,294		$	2,211
Available-for-sale and other securities (a)		12,421			10,677			10,777			11,015			10,592
Held-to-maturity securities (b)		353			355			346			346			347
Trading securities		184			171			155			148			160
Other short-term investments		517			620			765			437			256
Loans held for sale		2,573			4,329			2,761			1,708			1,382
Portfolio loans and leases:
Commercial loans		26,590			24,813			22,649			22,152			21,479
Commercial mortgage loans		12,155			11,862			11,090			11,044			10,906
Commercial construction loans		5,592			5,561			5,463			5,469			5,688
Commercial leases		3,727			3,737			3,710			3,697			3,687
Residential mortgage loans		9,873			10,540			9,057			8,477			8,484
Home equity		11,803			11,874			11,737			11,780			11,926
Automobile loans		8,394			9,201			10,006			10,714			10,400
Credit card		1,686			1,591			1,460			1,263			1,111
Other consumer loans and leases		1,066			1,074			1,082			1,113			1,140
Portfolio loans and leases		80,886			80,253			76,254			75,709			74,821
Allowance for loan and lease losses		(1,205	)		(937	)		(827	)		(803	)		(784	)
Portfolio loans and leases, net		79,681			79,316			75,427			74,906			74,037
Bank premises and equipment		2,265			2,223			2,127			2,063			2,001
Operating lease equipment		317			353			283			209			212
Goodwill		2,460			2,470			2,192			2,192			2,192
Intangible assets		143			147			138			147			158
Servicing rights		596			618			626			607			572
Other assets		6,802			7,023			6,174			5,318			5,704
Total assets	$	111,404		$	110,962		$	104,265		$	101,390		$	99,824
Liabilities
Deposits:
Demand	$	14,949		$	14,404		$	13,174		$	13,524		$	13,510
Interest checking		14,842			15,254			14,294			14,672			15,755
Savings		16,572			15,635			15,599			15,036			14,256
Money market		7,077			6,521			6,163			6,334			6,336
Foreign office		2,354			2,572			2,014			1,744			1,495
Other time		9,883			11,440			10,267			10,428			10,869
Certificates - $100,000 and over		4,993			6,738			5,973			6,204			6,776
Other foreign office		731			2,881			1,898			1,251			191
Total deposits		71,401			75,445			69,382			69,193			69,188
Federal funds purchased		5,612			4,427			5,130			3,824			1,622
Other short-term borrowings		6,387			4,747			3,796			3,331			2,383
Accrued taxes, interest and expenses		2,379			2,427			2,295			2,114			2,324
Other liabilities		2,226			1,898			1,871			1,780			1,883
Long-term debt		14,041			12,857			12,498			11,957			12,620
Total liabilities		102,046			101,801			94,972			92,199			90,020
Total shareholders’ equity (c)		9,358			9,161			9,293			9,191			9,804
Total liabilities and shareholders’ equity	$	111,404		$	110,962		$	104,265		$	101,390		$	99,824
(a)    Amortized cost	$	12,417		$	10,821		$	11,007		$	11,370		$	10,754
(b)    Market values		353			355			346			346			347
(c)    Common shares, stated value $2.22 per share (in thousands):
Authorized		1,300,000			1,300,000			1,300,000			1,300,000			1,300,000
Outstanding, excluding treasury		532,106			532,672			532,627			535,697			550,077
Treasury		51,321			51,516			50,800			47,730			33,350

20

Fifth Third Bancorp and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

$ in millions

(unaudited)

	For the Three Months Ended
	March 2008			March 2007
Total shareholders’ equity, beginning	$	9,161		$	10,022
Net income		292			359
Other comprehensive income, net of tax:
Change in unrealized gains and (losses):
Available-for-sale securities		96			14
Qualifying cash flow hedges		39			1
Change in accumulated other comprehensive income related to employee benefit plans		2			1
Comprehensive income		429			375
Cash dividends declared:
Common stock		(234	)		(231	)
Preferred stock (a)		—			—
Stock-based awards exercised, including treasury shares issued		2			18
Stock-based compensation expense		12			17
Loans repaid (issued) related to exercise of stock-based awards, net		(2	)		2
Change in corporate tax benefit related to stock-based compensation		(10	)		(5	)
Shares acquired for treasury		—			(280	)
Impact of cumulative effect of change in accounting principle (b)		—			(98	)
Other		—			(16	)
Total shareholders’ equity, ending	$	9,358		$	9,804

(a) Dividends on preferred stock are $.185 million for all quarters presented

(b) 2007 includes $96 million impact due to the adoption of FSP FAS 13-2, “Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leverage Lease Transaction” on January 1, 2007 and $2 million impact due to the adoption of FIN No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109” on January 1, 2007.

21

Fifth Third Bancorp and Subsidiaries

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)

	For the Three Months Ended									% Change
	March 2008			December 2007			March 2007			Seq		Yr/Yr
Assets
Interest-earning assets:
Commercial loans	$	26,617		$	24,526		$	20,908		9	%	27	%
Commercial mortgage loans		12,052			11,588			10,566		4	%	14	%
Commercial construction loans		5,577			5,544			6,014		1	%	(7	%)
Commercial leases		3,723			3,692			3,661		1	%	2	%
Residential mortgage loans		11,699			11,181			10,166		5	%	15	%
Home equity		11,846			11,843			12,072		—		(2	%)
Automobile loans		10,542			11,158			10,230		(6	%)	3	%
Credit card		1,660			1,461			1,021		14	%	63	%
Other consumer loans and leases		1,196			1,179			1,222		1	%	(2	%)
Taxable securities		11,560			11,360			10,951		2	%	6	%
Tax exempt securities		403			464			534		(13	%)	(25	%)
Other short-term investments		634			682			225		(7	%)	182	%
Total interest-earning assets		97,509			94,678			87,570		3	%	11	%
Cash and due from banks		2,236			2,424			2,251		(8	%)	(1	%)
Other assets		12,477			11,444			10,140		9	%	23	%
Allowance for loan and lease losses		(931	)		(819	)		(769	)	14	%	21	%
Total assets	$	111,291		$	107,727		$	99,192		3	%	12	%
Liabilities
Interest-bearing liabilities:
Interest checking	$	14,836		$	14,394		$	15,509		3	%	(4	%)
Savings		16,075			15,616			13,689		3	%	17	%
Money market		6,896			6,363			6,377		8	%	8	%
Foreign office		2,443			2,249			1,343		9	%	82	%
Other time		10,884			11,011			11,037		(1	%)	(1	%)
Certificates - $100,000 and over		5,835			6,613			6,682		(12	%)	(13	%)
Other foreign office		3,861			2,464			364		57	%	960	%
Federal funds purchased		5,258			4,189			2,505		26	%	110	%
Other short-term borrowings		4,937			4,890			2,400		1	%	106	%
Long-term debt		13,328			13,188			12,242		1	%	9	%
Total interest-bearing liabilities		84,353			80,977			72,148		4	%	17	%
Demand deposits		13,208			13,345			13,185		(1	%)	—
Other liabilities		4,351			3,959			3,889		10	%	12	%
Total liabilities		101,912			98,281			89,222		4	%	14	%
Shareholders’ equity		9,379			9,446			9,970		(1	%)	(6	%)
Total liabilities and shareholders’ equity	$	111,291		$	107,727		$	99,192		3	%	12	%
Yield Analysis
Interest-earning assets:
Commercial loans		5.99	%		6.99	%		7.50	%
Commercial mortgage loans		6.28	%		7.00	%		7.31	%
Commercial construction loans		5.64	%		6.75	%		7.74	%
Commercial leases		4.30	%		4.26	%		4.34	%
Residential mortgage loans		6.14	%		6.10	%		6.17	%
Home equity		6.46	%		7.20	%		7.69	%
Automobile loans		6.41	%		6.41	%		6.17	%
Credit card		9.15	%		9.31	%		12.17	%
Other consumer loans and leases		5.52	%		5.56	%		5.10	%
Total loans and leases		6.13	%		6.70	%		7.04	%
Taxable securities		5.13	%		5.29	%		5.06	%
Tax exempt securities		7.31	%		7.20	%		7.40	%
Other short-term investments		3.08	%		4.30	%		5.71	%
Total interest-earning assets		5.99	%		6.52	%		6.79	%
Interest-bearing liabilities:
Interest checking		1.44	%		1.91	%		2.31	%
Savings		1.81	%		2.69	%		3.27	%
Money market		2.74	%		3.80	%		4.46	%
Foreign office		2.48	%		3.74	%		4.32	%
Other time		4.30	%		4.53	%		4.59	%
Certificates - $100,000 and over		4.44	%		4.88	%		5.17	%
Other foreign office		3.22	%		4.57	%		5.31	%
Federal funds purchased		3.26	%		4.55	%		5.30	%
Other short-term borrowings		3.02	%		4.19	%		4.37	%
Long-term debt		4.48	%		5.36	%		5.54	%
Total interest-bearing liabilities		2.99	%		3.78	%		4.07	%
Ratios:
Net interest margin (taxable equivalent)		3.41	%		3.29	%		3.44	%
Net interest rate spread (taxable equivalent)		3.00	%		2.74	%		2.72	%
Interest-bearing liabilities to interest-earning assets		86.51	%		85.53	%		82.39	%

22

Fifth Third Bancorp and Subsidiaries

Average Balance Sheet and Yield Analysis

$ in millions, except share data

(unaudited)

	For the Three Months Ended
	March 2008			December 2007			September 2007			June 2007			March 2007
Assets
Interest-earning assets:
Commercial loans	$	26,617		$	24,526		$	22,345		$	21,587		$	20,908
Commercial mortgage loans		12,052			11,588			11,117			11,030			10,566
Commercial construction loans		5,577			5,544			5,499			5,595			6,014
Commercial leases		3,723			3,692			3,700			3,678			3,661
Residential mortgage loans		11,699			11,181			10,396			10,201			10,166
Home equity		11,846			11,843			11,752			11,886			12,072
Automobile loans		10,542			11,158			10,865			10,552			10,230
Credit card		1,660			1,461			1,366			1,248			1,021
Other consumer loans and leases		1,196			1,179			1,203			1,271			1,222
Taxable securities		11,560			11,360			11,180			11,030			10,951
Tax exempt securities		403			464			490			508			534
Other short-term investments		634			682			499			203			225
Total interest-earning assets		97,509			94,678			90,412			88,789			87,570
Cash and due from banks		2,236			2,424			2,189			2,235			2,251
Other assets		12,477			11,444			10,330			10,524			10,140
Allowance for loan and lease losses		(931	)		(819	)		(800	)		(781	)		(769	)
Total assets	$	111,291		$	107,727		$	102,131		$	100,767		$	99,192
Liabilities
Interest-bearing liabilities:
Interest checking	$	14,836		$	14,394		$	14,334		$	15,061		$	15,509
Savings		16,075			15,616			15,390			14,620			13,689
Money market		6,896			6,363			6,247			6,244			6,377
Foreign office		2,443			2,249			1,808			1,637			1,343
Other time		10,884			11,011			10,290			10,780			11,037
Certificates - $100,000 and over		5,835			6,613			6,062			6,511			6,682
Other foreign office		3,861			2,464			1,981			732			364
Federal funds purchased		5,258			4,189			4,322			3,540			2,505
Other short-term borrowings		4,937			4,890			3,285			2,372			2,400
Long-term debt		13,328			13,188			12,351			12,238			12,242
Total interest-bearing liabilities		84,353			80,977			76,070			73,735			72,148
Demand deposits		13,208			13,345			13,143			13,370			13,185
Other liabilities		4,351			3,959			3,594			4,063			3,889
Total liabilities		101,912			98,281			92,807			91,168			89,222
Shareholders’ equity		9,379			9,446			9,324			9,599			9,970
Total liabilities and shareholders’ equity	$	111,291		$	107,727		$	102,131		$	100,767		$	99,192
Yield Analysis
Interest-earning assets:
Commercial loans		5.99	%		6.99	%		7.45	%		7.45	%		7.50	%
Commercial mortgage loans		6.28	%		7.00	%		7.31	%		7.30	%		7.31	%
Commercial construction loans		5.64	%		6.75	%		7.55	%		7.69	%		7.74	%
Commercial leases		4.30	%		4.26	%		4.23	%		4.32	%		4.34	%
Residential mortgage loans		6.14	%		6.10	%		6.12	%		6.12	%		6.17	%
Home equity		6.46	%		7.20	%		7.63	%		7.66	%		7.69	%
Automobile loans		6.41	%		6.41	%		6.34	%		6.25	%		6.17	%
Credit card		9.15	%		9.31	%		10.03	%		10.62	%		12.17	%
Other consumer loans and leases		5.52	%		5.56	%		5.29	%		5.48	%		5.10	%
Total loans and leases		6.13	%		6.70	%		6.99	%		7.01	%		7.04	%
Taxable securities		5.13	%		5.29	%		5.00	%		4.98	%		5.06	%
Tax exempt securities		7.31	%		7.20	%		7.17	%		7.38	%		7.40	%
Other short-term investments		3.08	%		4.30	%		4.93	%		5.18	%		5.71	%
Total interest-earning assets		5.99	%		6.52	%		6.73	%		6.75	%		6.79	%
Interest-bearing liabilities:
Interest checking		1.44	%		1.91	%		2.14	%		2.21	%		2.31	%
Savings		1.81	%		2.69	%		3.15	%		3.23	%		3.27	%
Money market		2.74	%		3.80	%		4.35	%		4.44	%		4.46	%
Foreign office		2.48	%		3.74	%		4.33	%		4.38	%		4.32	%
Other time		4.30	%		4.53	%		4.61	%		4.63	%		4.59	%
Certificates - $100,000 and over		4.44	%		4.88	%		5.11	%		5.12	%		5.17	%
Other foreign office		3.22	%		4.57	%		5.12	%		5.31	%		5.31	%
Federal funds purchased		3.26	%		4.55	%		5.15	%		5.31	%		5.30	%
Other short-term borrowings		3.02	%		4.19	%		4.50	%		4.31	%		4.37	%
Long-term debt		4.48	%		5.36	%		5.47	%		5.65	%		5.54	%
Total interest-bearing liabilities		2.99	%		3.78	%		4.04	%		4.08	%		4.07	%
Ratios:
Net interest margin (taxable equivalent)		3.41	%		3.29	%		3.34	%		3.37	%		3.44	%
Net interest rate spread (taxable equivalent)		3.00	%		2.74	%		2.69	%		2.67	%		2.72	%
Interest-bearing liabilities to interest-earning assets		86.51	%		85.53	%		84.14	%		83.05	%		82.39	%

23

Fifth Third Bancorp and Subsidiaries

Summary of Loans and Leases

$ in millions

(unaudited)

	For the Three Months Ended
	March 2008		December 2007		September 2007		June 2007		March 2007
Average Loans and Leases
Commercial:
Commercial loans	$	25,367	$	23,650	$	22,183	$	21,584	$	20,908
Commercial mortgage loans		12,016		11,497		11,041		11,008		10,566
Commercial construction loans		5,577		5,544		5,499		5,595		6,014
Commercial leases		3,723		3,692		3,698		3,673		3,658
Subtotal - commercial		46,683		44,383		42,421		41,860		41,146
Consumer:
Residential mortgage loans		10,395		9,943		8,765		8,490		8,830
Home equity		11,846		11,843		11,752		11,881		12,062
Automobile loans		9,278		9,445		10,853		10,552		10,230
Credit card		1,660		1,461		1,366		1,248		1,021
Other consumer loans and leases		1,083		1,099		1,138		1,174		1,127
Subtotal - consumer		34,262		33,791		33,874		33,345		33,270
Total average loans and leases (excluding held for sale)	$	80,945	$	78,174	$	76,295	$	75,205	$	74,416
Average loans held for sale		3,967		3,998		1,950		1,843		1,445
End of Period Loans and Leases
Commercial:
Commercial loans	$	26,590	$	24,813	$	22,649	$	22,152	$	21,479
Commercial mortgage loans		12,155		11,862		11,090		11,044		10,906
Commercial construction loans		5,592		5,561		5,463		5,469		5,688
Commercial leases		3,727		3,737		3,710		3,697		3,687
Subtotal- commercial		48,064		45,973		42,912		42,362		41,760
Consumer:
Residential mortgage loans		9,873		10,540		9,057		8,477		8,484
Home equity		11,803		11,874		11,737		11,780		11,926
Automobile loans		8,394		9,201		10,006		10,714		10,400
Credit card		1,686		1,591		1,460		1,263		1,111
Other consumer loans and leases		1,066		1,074		1,082		1,113		1,140
Subtotal- consumer		32,822		34,280		33,342		33,347		33,061
Total portfolio loans and leases	$	80,886	$	80,253	$	76,254	$	75,709	$	74,821
Loans held for sale		2,573		4,329		2,761		1,708		1,382
Operating lease equipment		317		353		283		209		212
Loans and Leases Serviced for Others (a):
Commercial loans		3,429		3,441		3,481		3,862		3,951
Commercial mortgage loans		250		260		203		202		621
Commercial construction loans		257		231		211		171		184
Commercial leases		182		179		174		218		247
Residential mortgage loans		36,487		34,475		33,109		31,538		30,253
Home equity		279		289		304		326		348
Automobile loans		2,619		—		—		88		115
Credit card		19		20		21		112		21
Other consumer loans and leases		20		17		17		8		11
Total loans and leases serviced for others		43,542		38,912		37,520		36,525		35,751
Total loans and leases serviced	$	127,318	$	123,847	$	116,818	$	114,151	$	112,166

(a) Fifth Third sells certain loans and leases and retains servicing responsibilities

24

Fifth Third Bancorp and Subsidiaries

Regulatory Capital (a)

$ in millions

(unaudited)

	As of
	March 2008			December 2007			September 2007			June 2007			March 2007
Tier I capital:
Shareholders’ equity	$	9,358		$	9,161		$	9,293		$	9,191		$	9,804
Goodwill and certain other intangibles		(2,632	)		(2,590	)		(2,299	)		(2,318	)		(2,328	)
Unrealized (gains) losses		(23	)		118			196			294			162
Qualifying trust preferred securities		2,302			2,303			1,390			815			815
Other		(6	)		(68	)		621			634			600
Total tier I capital	$	8,999		$	8,924		$	9,201		$	8,616		$	9,053
Total risk-based capital:
Tier I capital	$	8,999		$	8,924		$	9,201		$	8,616		$	9,053
Qualifying allowance for credit losses		1,327			1,051			926			901			885
Qualifying subordinated notes		2,884			1,758			1,697			1,646			1,696
Total risk-based capital	$	13,210		$	11,733		$	11,824		$	11,163		$	11,634
Risk-weighted assets	$	116,737		$	115,529		$	108,754		$	105,950		$	103,937
Ratios:
Average shareholders’ equity to average assets		8.43	%		8.77	%		9.13	%		9.53	%		10.05	%
Regulatory capital:
Tier I capital		7.71	%		7.72	%		8.46	%		8.13	%		8.71	%
Total risk-based capital		11.32	%		10.16	%		10.87	%		10.54	%		11.19	%
Tier I leverage		8.29	%		8.50	%		9.23	%		8.76	%		9.36	%

(a) Current period regulatory capital data and ratios are estimated

25

Fifth Third Bancorp and Subsidiaries

Summary of Credit Loss Experience

$ in millions

(unaudited)

	For the Three Months Ended
	March 2008			December 2007			September 2007			June 2007			March 2007
Average loans and leases (excluding held for sale):
Commercial loans	$	25,367		$	23,650		$	22,183		$	21,584		$	20,908
Commercial mortgage loans		12,016			11,497			11,041			11,008			10,566
Commercial construction loans		5,577			5,544			5,499			5,595			6,014
Commercial leases		3,723			3,692			3,698			3,673			3,658
Residential mortgage loans		10,395			9,943			8,765			8,490			8,830
Home equity		11,846			11,843			11,752			11,881			12,062
Automobile loans		9,278			9,445			10,853			10,552			10,230
Credit card		1,660			1,461			1,366			1,248			1,021
Other consumer loans and leases		1,083			1,099			1,138			1,174			1,127
Total average loans and leases (excluding held for sale)	$	80,945		$	78,174		$	76,295		$	75,205		$	74,416
Losses charged off:
Commercial loans		($39	)		($50	)		($24	)		($29	)		($19	)
Commercial mortgage loans		(33	)		(16	)		(8	)		(16	)		(7	)
Commercial construction loans		(72	)		(12	)		(5	)		(7	)		(6	)
Commercial leases		—			—			—			—			(1	)
Residential mortgage loans		(34	)		(18	)		(9	)		(9	)		(7	)
Home equity		(42	)		(35	)		(29	)		(22	)		(19	)
Automobile loans		(44	)		(37	)		(32	)		(24	)		(25	)
Credit card		(21	)		(17	)		(14	)		(12	)		(11	)
Other consumer loans and leases		(8	)		(8	)		(6	)		(5	)		(4	)
Total losses		(293	)		(193	)		(127	)		(124	)		(99	)
Recoveries of losses previously charged off:
Commercial loans		3			2			1			5			4
Commercial mortgage loans		—			1			—			—			—
Commercial construction loans		—			—			—			—			—
Commercial leases		—			—			—			—			—
Residential mortgage loans		—			—			—			—			—
Home equity		1			3			2			2			2
Automobile loans		9			7			7			9			9
Credit card		1			2			1			2			3
Other consumer loans and leases		3			4			1			4			10
Total recoveries		17			19			12			22			28
Net losses charged off:
Commercial loans		(36	)		(48	)		(23	)		(24	)		(15	)
Commercial mortgage loans		(33	)		(15	)		(8	)		(16	)		(7	)
Commercial construction loans		(72	)		(12	)		(5	)		(7	)		(6	)
Commercial leases		—			—			—			—			(1	)
Residential mortgage loans		(34	)		(18	)		(9	)		(9	)		(7	)
Home equity		(41	)		(32	)		(27	)		(20	)		(17	)
Automobile loans		(35	)		(30	)		(25	)		(15	)		(16	)
Credit card		(20	)		(15	)		(13	)		(10	)		(8	)
Other consumer loans and leases		(5	)		(4	)		(5	)		(1	)		6
Total net losses charged off		($276	)		($174	)		($115	)		($102	)		($71	)
Net charge-off Ratios:
Commercial loans		0.57	%		0.80	%		0.41	%		0.44	%		0.29	%
Commercial mortgage loans		1.10	%		0.52	%		0.26	%		0.56	%		0.26	%
Commercial construction loans		5.20	%		0.83	%		0.35	%		0.48	%		0.37	%
Commercial leases		—			(0.01	%)		(0.01	%)		0.02	%		0.03	%
Residential mortgage loans		1.33	%		0.72	%		0.41	%		0.43	%		0.32	%
Home equity		1.39	%		1.10	%		0.94	%		0.66	%		0.56	%
Automobile loans		1.52	%		1.27	%		0.91	%		0.58	%		0.61	%
Credit card		4.78	%		3.91	%		3.59	%		3.28	%		3.28	%
Other consumer loans and leases		1.78	%		1.86	%		1.99	%		0.78	%		(1.36	%)
Total net charge-off ratio		1.37	%		0.89	%		0.60	%		0.55	%		0.39	%

26

Fifth Third Bancorp and Subsidiaries

Asset Quality

$ in millions

(unaudited)

	For the Three Months Ended
	March 2008			December 2007			September 2007			June 2007			March 2007
Allowance for Credit Losses
Allowance for loan and lease losses, beginning	$	937		$	827		$	803		$	784		$	771
Total net losses charged off		(276	)		(174	)		(115	)		(102	)		(71	)
Provision for loan and lease losses		544			284			139			121			84
Allowance for loan and lease losses, ending	$	1,205		$	937		$	827		$	803		$	784
Reserve for unfunded commitments, beginning	$	95		$	79		$	77		$	79		$	76
Provision for unfunded commitments		8			13			2			(2	)		3
Acquisitions		—			3			—			—			—
Reserve for unfunded commitments, ending	$	103		$	95		$	79		$	77		$	79
Components of allowance for credit losses:
Allowance for loan and lease losses	$	1,205		$	937		$	827		$	803		$	784
Reserve for unfunded commitments		103			95			79			77			79
Total allowance for credit losses	$	1,308		$	1,032		$	906		$	880		$	863
Nonperforming Assets and Delinquent Loans
Nonaccrual loans and leases (a)	$	1,388		$	893		$	569		$	406		$	390
Other assets, including other real estate owned		204			171			137			122			104
Total nonperforming assets	$	1,592		$	1,064		$	706		$	528		$	494
Ninety days past due loans and leases (b)	$	539		$	491		$	360		$	302		$	243
Ratios
Net losses charged off as a percent of average loans and leases		1.37	%		0.89	%		0.60	%		0.55	%		0.39	%
Allowance for loan and lease losses as a percent of loans and leases		1.49	%		1.17	%		1.08	%		1.06	%		1.05	%
Nonperforming assets as a percent of loans, leases and other assets, including other real estate owned		1.96	%		1.32	%		0.92	%		0.70	%		0.66	%

(a) Includes $211 million of residential mortgage loans and $172 million of consumer debt restructurings as of March 31, 2008.

(b) Includes $192 million of residential mortgage loans as of March 31, 2008.

27

Fifth Third Bancorp and Subsidiaries

Segment Presentation

$ in millions

(unaudited)

For the three months ended March 31, 2008	Commercial Banking			Branch Banking		Consumer Lending		Investment Advisors		Processing Solutions		Other/ Eliminations		Total
Net interest income (a)	$	358		384		117		45		1		(79	)	826
Provision for loan and lease losses		(125	)	(64	)	(77	)	(6	)	(3	)	(269	)	(544	)
Net interest income after provision for loan and lease losses		233		320		40		39		(2	)	(348	)	282
Total noninterest income		160		191		112		102		198		109		872
Total noninterest expense		(222	)	(298	)	(90	)	(95	)	(136	)	126		(715	)
Net income before taxes		171		213		62		46		60		(113	)	439
Applicable income taxes (a)		(36	)	(75	)	(22	)	(16	)	(21	)	23		(147	)
Net Income	$	135		138		40		30		39		(90	)	292
For the three months ended December 31, 2007	Commercial Banking			Branch Banking		Consumer Lending		Investment Advisors		Processing Solutions		Other/ Eliminations		Total
Net interest income (a)	$	335		383		105		40		(3	)	(75	)	785
Provision for loan and lease losses		(57	)	(58	)	(54	)	(3	)	(2	)	(110	)	(284	)
Net interest income after provision for loan and lease losses		278		325		51		37		(5	)	(185	)	501
Total noninterest income		161		208		42		100		202		(204	)	509
Total noninterest expense		(211	)	(294	)	(65	)	(97	)	(135	)	(138	)	(940	)
Net income before taxes		228		239		28		40		62		(527	)	70
Applicable income taxes (a)		(57	)	(84	)	(10	)	(14	)	(22	)	133		(54	)
Net Income	$	171		155		18		26		40		(394	)	16
For the three months ended September 30, 2007	Commercial Banking			Branch Banking		Consumer Lending		Investment Advisors		Processing Solutions		Other/ Eliminations		Total
Net interest income (a)	$	330		374		97		39		(3	)	(77	)	760
Provision for loan and lease losses		(22	)	(44	)	(39	)	(5	)	(3	)	(26	)	(139	)
Net interest income after provision for loan and lease losses		308		330		58		34		(6	)	(103	)	621
Total noninterest income		135		203		46		102		190		5		681
Total noninterest expense		(193	)	(278	)	(61	)	(96	)	(124	)	(101	)	(853	)
Net income before taxes		250		255		43		40		60		(199	)	449
Applicable income taxes (a)		(68	)	(90	)	(15	)	(14	)	(21	)	84		(124	)
Net Income	$	182		165		28		26		39		(115	)	325
For the three months ended June 30, 2007	Commercial Banking			Branch Banking		Consumer Lending		Investment Advisors		Processing Solutions		Other/ Eliminations		Total
Net interest income (a)	$	325		362		99		38		(1	)	(78	)	745
Provision for loan and lease losses		(31	)	(38	)	(27	)	(2	)	(3	)	(20	)	(121	)
Net interest income after provision for loan and lease losses		294		324		72		36		(4	)	(98	)	624
Total noninterest income		132		195		57		104		182		(1	)	669
Total noninterest expense		(194	)	(279	)	(64	)	(103	)	(118	)	(7	)	(765	)
Net income before taxes		232		240		65		37		60		(106	)	528
Applicable income taxes (a)		(56	)	(85	)	(23	)	(13	)	(21	)	46		(152	)
Net Income	$	176		155		42		24		39		(60	)	376
For the three months ended March 31, 2007	Commercial Banking			Branch Banking		Consumer Lending		Investment Advisors		Processing Solutions		Other/ Eliminations		Total
Net interest income (a)	$	320		345		102		36		—		(61	)	742
Provision for loan and lease losses		(17	)	(22	)	(26	)	(3	)	(2	)	(14	)	(84	)
Net interest income after provision for loan and lease losses		303		323		76		33		(2	)	(75	)	658
Total noninterest income		130		174		52		102		167		(17	)	608
Total noninterest expense		(196	)	(270	)	(65	)	(98	)	(111	)	(13	)	(753	)
Net income before taxes		237		227		63		37		54		(105	)	513
Applicable income taxes (a)		(64	)	(80	)	(22	)	(13	)	(19	)	44		(154	)
Net Income	$	173		147		41		24		35		(61	)	359

(a) Includes taxable equivalent adjustments of $6 million for all periods presented

28

EX-99.2

Exhibit 99.2

April 2008

QUARTERLY FINANCIAL SUPPLEMENT

Investment Community Member:

To assist in your financial analysis, the following supplement of most requested information concerning Fifth Third Bancorp is provided.

Numbers are unaudited for quarterly information.

If you need further information, please fax or e-mail your request to Fifth Third’s Investor Relations Department at (513) 534-3945 or Jeff.Richardson@53.com

Jeff Richardson	Jim Eglseder
SVP/Investor Relations	VP/Investor Relations
(513) 534-0983	(513) 534-8424

Quarterly Data

	Three Months Ended
	March 31, 2008		December 31, 2007		September 30, 2007		June 30, 2007		March 31, 2007		December 31, 2006		September 30, 2006		June 30, 2006
Ratios (percent)
Return on average assets		1.06		0.06		1.26		1.49		1.47		0.25		1.41		1.45
Return on average equity		12.5		0.7		13.8		15.7		14.6		2.6		15.1		16.0
Average equity as a percent of average assets		8.43		8.77		9.13		9.53		10.05		9.70		9.33		9.09
Net interest margin (a)		3.41		3.29		3.34		3.37		3.44		3.16		2.99		3.01
Efficiency (a)		42.1		72.6		59.2		54.1		55.8		82.2		54.3		54.2
Net losses charged off as a percent of average loans and leases		1.37		0.89		0.60		0.55		0.39		0.52		0.43		0.37
Allowance for loan and lease losses as a percent of loans and leases		1.49		1.17		1.08		1.06		1.05		1.04		1.04		1.04
Allowance for credit losses as a percent of loans and leases		1.62		1.29		1.19		1.16		1.15		1.14		1.14		1.14
Nonperforming assets as a percent of loans, leases and other assets, including OREO		1.96		1.32		0.92		0.70		0.66		0.61		0.56		0.49
Allowance for loan and lease losses as a percent of nonperforming assets		75.73		88.06		117.10		152.21		158.80		169.62		185.04		210.37
Allowance for credit losses as a percent of nonperforming assets		82.20		96.99		128.24		166.77		174.82		186.33		203.39		230.94
Common Share Data
Earnings per share	$	0.55	$	0.03	$	0.61	$	0.69	$	0.65	$	0.12	$	0.68	$	0.69
Earnings per diluted share		0.55		0.03		0.61		0.69		0.65		0.12		0.68		0.69
Cash dividends per common share		0.44		0.44		0.42		0.42		0.42		0.40		0.40		0.40
Book value per share		17.59		17.20		17.45		17.16		17.82		18.02		17.96		17.13
Common shares outstanding, excluding treasury		532,106,075		532,671,925		532,626,990		535,696,910		550,077,279		556,252,674		558,066,338		557,894,188
Market price per share:
High	$	28.58	$	35.34	$	41.17	$	43.32	$	41.41	$	41.57	$	40.18	$	41.02
Low		20.25		24.82		33.60		37.88		37.93		37.75		35.95		35.86
End of period		20.92		25.13		33.88		39.77		38.69		40.93		38.08		36.95
Price/earnings ratio (b)		11.13		12.69		16.37		18.58		18.08		19.13		14.53		13.94
Supplemental Data
Common dividends declared ($ in millions)	$	234	$	234	$	224	$	225	$	231	$	222	$	223	$	223
Full-time equivalent employees		21,726		21,683		20,775		21,033		21,442		21,362		21,301		21,230
Banking centers		1,232		1,227		1,181		1,167		1,161		1,150		1,145		1,138
ATMs		2,221		2,211		2,153		2,132		2,104		2,096		2,114		2,034

(a) Presented on a fully taxable equivalent basis (“FTE”).

(b) Based on the most recent twelve-month earnings per diluted share and end of period stock prices.

2

Quarterly Data

	March 31, 2008			December 31, 2007			September 30, 2007			June 30, 2007			March 31, 2007			December 31, 2006			September 30, 2006			June 30, 2006
Income Statement ($ in millions)
Interest income (FTE)	$	1,453		$	1,556		$	1,535		$	1,495		$	1,466		$	1,551		$	1,540		$	1,483
Interest expense		627			771			775			750			724			807			821			767
Net interest income (FTE)		826			785			760			745			742			744			719			716
Provision for loan and lease losses		544			284			139			121			84			107			87			71
Noninterest income:
Electronic payment processing revenue		213			223			212			205			185			194			182			178
Service charges on deposits		147			160			151			142			126			122			134			135
Investment advisory revenue		93			94			95			97			96			90			89			96
Corporate banking revenue		107			106			91			88			83			82			79			82
Mortgage banking net revenue		97			26			26			41			40			30			36			41
Other noninterest income		185			(113	)		93			96			78			58			87			76
Securities gains (losses), net		27			7			13			—			—			(398	)		19			14
Securities gains, net - non-qualifying hedges on mortgage servicing rights		3			6			—			—			—			3			—			—
Total noninterest income		872			509			681			669			608			181			626			622
Noninterest expense:
Salaries, wages and incentives		347			328			310			309			292			300			288			303
Employee benefits		85			56			67			68			87			61			74			69
Payment processing expense		66			68			65			59			52			51			48			47
Net occupancy expense		72			70			66			68			65			65			63			59
Technology and communications		47			47			41			41			40			39			36			34
Equipment expense		31			32			30			31			29			30			32			28
Other noninterest expense		67			339			274			189			188			214			190			186
Total noninterest expense		715			940			853			765			753			760			731			726
Income before income taxes (FTE)		439			70			449			528			513			58			527			541
Taxable equivalent adjustment		6			6			6			6			6			6			6			6
Income before income taxes		433			64			443			522			507			52			521			535
Applicable income taxes		141			48			118			146			148			(14	)		144			153
Net income	$	292		$	16		$	325		$	376		$	359		$	66		$	377		$	382
Net income available to common shareholders (a)	$	292		$	16		$	325		$	375		$	359		$	66		$	377		$	382
Regulatory Capital Data ($ in millions) (b)
Tier I capital	$	8,999		$	8,924		$	9,201		$	8,616		$	9,053		$	8,625		$	8,810		$	8,660
Tier II capital		4,211			2,809			2,623			2,547			2,581			2,760			2,007			1,957
Total risk-based capital	$	13,210		$	11,733		$	11,824		$	11,163		$	11,634		$	11,385		$	10,817		$	10,617
Risk-weighted assets	$	116,737		$	115,529		$	108,754		$	105,950		$	103,937		$	102,823		$	101,940		$	101,126
Tier I capital ratio		7.71	%		7.72	%		8.46	%		8.13	%		8.71	%		8.39	%		8.64	%		8.56	%
Total risk-based capital ratio		11.32	%		10.16	%		10.87	%		10.54	%		11.19	%		11.07	%		10.61	%		10.50	%
Tier I leverage ratio		8.29	%		8.50	%		9.23	%		8.76	%		9.36	%		8.44	%		8.52	%		8.38	%

(a) Dividends on preferred stock are $.185 million for all quarters presented.

(b) March 31, 2008 regulatory capital data and ratios are estimated.

3

Quarterly Data

	As of
	March 31, 2008			December 31, 2007			September 30, 2007			June 30, 2007			March 31, 2007			December 31, 2006			September 30, 2006			June 30, 2006
Balance Sheet ($ in millions, except share data)
Assets
Cash and due from banks	$	3,092		$	2,660		$	2,494		$	2,294		$	2,211		$	2,705		$	2,351		$	2,658
Available-for-sale and other securities		12,421			10,677			10,777			11,015			10,592			11,053			19,514			20,345
Held-to-maturity securities		353			355			346			346			347			356			359			358
Trading securities		184			171			155			148			160			187			164			173
Other short-term investments		517			620			765			437			256			840			173			220
Total cash and securities		16,567			14,483			14,537			14,240			13,566			15,141			22,561			23,754
Loans held for sale		2,573			4,329			2,761			1,708			1,382			1,150			872			931
Portfolio loans and leases		80,886			80,253			76,254			75,709			74,821			74,353			73,480			72,577
Total loans and leases		83,459			84,582			79,015			77,417			76,203			75,503			74,352			73,508
Allowance for loan and lease losses		(1,205	)		(937	)		(827	)		(803	)		(784	)		(771	)		(761	)		(753	)
Bank premises and equipment		2,265			2,223			2,127			2,063			2,001			1,940			1,902			1,853
Operating lease equipment		317			353			283			209			212			202			142			150
Goodwill		2,460			2,470			2,192			2,192			2,192			2,193			2,193			2,194
Intangible assets		143			147			138			147			158			166			175			185
Servicing rights		596			618			626			607			572			524			504			489
Other real estate owned		193			159			127			113			99			88			80			69
Other assets		6,609			6,864			6,047			5,205			5,605			5,683			4,680			4,662
Total assets	$	111,404		$	110,962		$	104,265		$	101,390		$	99,824		$	100,669		$	105,828		$	106,111
Liabilities
Deposits:
Demand	$	14,949		$	14,404		$	13,174		$	13,524		$	13,510		$	14,331		$	13,883		$	14,078
Interest checking		14,842			15,254			14,294			14,672			15,755			15,993			15,855			16,788
Savings		16,572			15,635			15,599			15,036			14,256			13,181			12,392			12,061
Money market		7,077			6,521			6,163			6,334			6,336			6,584			6,462			6,505
Foreign office		2,354			2,572			2,014			1,744			1,495			1,353			846			842
Other time		9,883			11,440			10,267			10,428			10,869			10,987			10,818			10,627
Certificates - $100,000 and over		4,993			6,738			5,973			6,204			6,776			6,628			6,871			5,691
Other foreign office		731			2,881			1,898			1,251			191			323			1,516			3,931
Total deposits		71,401			75,445			69,382			69,193			69,188			69,380			68,643			70,523
Federal funds purchased		5,612			4,427			5,130			3,824			1,622			1,421			5,434			2,493
Other short-term borrowings		6,387			4,747			3,796			3,331			2,383			2,796			3,833			5,275
Other liabilities		4,605			4,325			4,166			3,894			4,207			4,492			3,726			3,762
Long-term debt		14,041			12,857			12,498			11,957			12,620			12,558			14,170			14,502
Total liabilities		102,046			101,801			94,972			92,199			90,020			90,647			95,806			96,555
Shareholders’ Equity
Common and preferred equity		11,544			11,496			11,665			11,542			11,440			11,433			11,576			11,411
Accumulated other comprehensive income related to employee benefit plans		(55	)		(57	)		(55	)		(56	)		(58	)		(59	)		(5	)		(5	)
Net unrealized gains (losses):
Available-for-sale securities		2			(94	)		(149	)		(230	)		(105	)		(119	)		(382	)		(670	)
Qualifying cash flow hedges		64			25			6			(7	)		—			(1	)		(5	)		(8	)
Treasury stock, at cost		(2,197	)		(2,209	)		(2,174	)		(2,058	)		(1,473	)		(1,232	)		(1,162	)		(1,172	)
Total shareholders’ equity		9,358			9,161			9,293			9,191			9,804			10,022			10,022			9,556
Total liabilities & shareholders’ equity	$	111,404		$	110,962		$	104,265		$	101,390		$	99,824		$	100,669		$	105,828		$	106,111
Share Data
Preferred shares outstanding		9,250			9,250			9,250			9,250			9,250			9,250			9,250			9,250
Common shares outstanding, excluding treasury		532,106,075			532,671,925			532,626,990			535,696,910			550,077,279			556,252,674			558,066,338			557,894,188
Treasury shares held		51,321,029			51,516,339			50,800,114			47,730,194			33,349,825			27,174,430			25,360,766			25,532,916

4

Quarterly Data

	Three Months Ended
	March 31, 2008			December 31, 2007			September 30, 2007			June 30, 2007			March 31, 2007			December 31, 2006			September 30, 2006			June 30, 2006
Average Balance Sheet ($ in millions, except share data)
Assets
Interest-earning assets:
Loans and leases	$	84,912		$	82,172		$	78,243		$	77,048		$	75,860		$	75,262		$	73,938		$	73,093
Taxable securities		11,560			11,360			11,180			11,030			10,951			16,685			20,836			21,642
Tax exempt securities		403			464			490			508			534			568			587			616
Other short-term investments		634			682			499			203			225			1,051			172			190
Total interest-earning assets		97,509			94,678			90,412			88,789			87,570			93,566			95,533			95,541
Cash and due from banks		2,236			2,424			2,189			2,235			2,251			2,356			2,343			2,555
Other assets		12,477			11,444			10,330			10,524			10,140			9,440			8,744			8,393
Allowance for loan and lease losses		(931	)		(819	)		(800	)		(781	)		(769	)		(760	)		(752	)		(748	)
Total assets	$	111,291		$	107,727		$	102,131		$	100,767		$	99,192		$	104,602		$	105,868		$	105,741
Liabilities
Interest-bearing liabilities:
Interest checking	$	14,836		$	14,394		$	14,334		$	15,061		$	15,509		$	15,744		$	16,251		$	17,025
Savings		16,075			15,616			15,390			14,620			13,689			12,812			12,279			12,064
Money market		6,896			6,363			6,247			6,244			6,377			6,572			6,371			6,429
Foreign office		2,443			2,249			1,808			1,637			1,343			1,047			770			680
Other time		10,884			11,011			10,290			10,780			11,037			10,991			10,794			10,449
Certificates - $100,000 and over		5,835			6,613			6,062			6,511			6,682			6,750			6,415			5,316
Other foreign office		3,861			2,464			1,981			732			364			1,711			2,898			3,702
Federal funds purchased		5,258			4,189			4,322			3,540			2,505			3,615			4,546			3,886
Other short-term borrowings		4,937			4,890			3,285			2,372			2,400			4,468			4,056			4,854
Long-term debt		13,328			13,188			12,351			12,238			12,242			13,059			14,355			14,465
Total interest-bearing liabilities		84,353			80,977			76,070			73,735			72,148			76,769			78,735			78,870
Demand deposits		13,208			13,345			13,143			13,370			13,185			13,882			13,642			13,764
Other liabilities		4,351			3,959			3,594			4,063			3,889			3,801			3,613			3,500
Total liabilities		101,912			98,281			92,807			91,168			89,222			94,452			95,990			96,134
Shareholders’ equity		9,379			9,446			9,324			9,599			9,970			10,150			9,878			9,607
Total liabilities & shareholders’ equity	$	111,291		$	107,727		$	102,131		$	100,767		$	99,192		$	104,602		$	105,868		$	105,741
Average loans and leases (excluding held for sale)	$	80,945		$	78,174		$	76,295		$	75,205		$	74,416		$	74,032		$	72,903		$	72,209
Average common shares outstanding:
Basic		528,497,585			529,119,898			530,123,356			540,263,755			551,501,038			554,978,470			555,565,365			554,977,557
Diluted		530,372,174			530,938,891			532,470,709			543,228,461			554,174,864			557,654,120			557,948,598			557,489,491

5

Quarterly Data

	Three Months Ended
	March 31, 2008			December 31, 2007			September 30, 2007			June 30, 2007			March 31, 2007			December 31, 2006			September 30, 2006			June 30, 2006
Asset Quality ($ in millions)
Nonaccrual loans and leases	$	1,388		$	893		$	569		$	406		$	390		$	352		$	320		$	281
Other assets, including other real estate owned		204			171			137			122			104			103			91			77
Total nonperforming assets	$	1,592		$	1,064		$	706		$	528		$	494		$	455		$	411		$	358
Ninety days past due loans and leases	$	539		$	491		$	360		$	302		$	243		$	210		$	196		$	191
End of Period Loans and Leases ($ in millions) (net of unearned discount)
Commercial:
Commercial loans	$	27,937		$	26,079		$	23,317		$	22,162		$	21,479		$	20,831		$	21,260		$	20,717
Commercial mortgage		12,155			11,967			11,178			11,112			10,909			10,405			9,879			9,792
Commercial construction		5,592			5,561			5,463			5,469			5,688			6,168			5,879			5,950
Commercial leases		3,727			3,737			3,710			3,698			3,694			3,841			3,752			3,740
Subtotal - commercial		49,411			47,344			43,668			42,441			41,770			41,245			40,770			40,199
Consumer:
Residential mortgage		10,985			11,433			9,945			10,038			9,730			9,905			9,629			9,528
Home equity		11,803			11,874			11,737			11,780			11,948			12,154			12,235			12,087
Automobile loans		8,394			11,183			11,043			10,714			10,400			10,028			9,599			9,512
Credit card		1,686			1,591			1,460			1,263			1,111			1,004			876			846
Other consumer loans and leases		1,180			1,157			1,162			1,181			1,244			1,167			1,243			1,336
Subtotal - consumer		34,048			37,238			35,347			34,976			34,433			34,258			33,582			33,309
Total loans and leases	$	83,459		$	84,582		$	79,015		$	77,417		$	76,203		$	75,503		$	74,352		$	73,508
Average Loans and Leases ($ in millions) (net of unearned discount)
Commercial:
Commercial loans	$	26,617		$	24,526		$	22,345		$	21,587		$	20,908		$	21,228		$	20,879		$	20,338
Commercial mortgage		12,052			11,588			11,117			11,030			10,566			9,929			9,833			9,980
Commercial construction		5,577			5,544			5,499			5,595			6,014			6,099			5,913			5,840
Commercial leases		3,723			3,692			3,700			3,678			3,661			3,762			3,740			3,729
Subtotal - commercial		47,969			45,350			42,661			41,890			41,149			41,018			40,365			39,887
Consumer:
Residential mortgage		11,699			11,181			10,396			10,201			10,166			10,038			9,699			9,491
Home equity		11,846			11,843			11,752			11,886			12,072			12,225			12,174			11,999
Automobile loans		10,542			11,158			10,865			10,552			10,230			9,834			9,522			9,480
Credit card		1,660			1,461			1,366			1,248			1,021			915			870			797
Other consumer loans and leases		1,196			1,179			1,203			1,271			1,222			1,232			1,308			1,439
Subtotal - consumer		36,943			36,822			35,582			35,158			34,711			34,244			33,573			33,206
Total average loans and leases	$	84,912		$	82,172		$	78,243		$	77,048		$	75,860		$	75,262		$	73,938		$	73,093
Nonperforming Loans ($ in millions)(non-accrual plus renegotiated)
Commercial loans and leases	$	311		$	180		$	180		$	141		$	143		$	133		$	167		$	129
Commercial mortgage		312			243			146			113			107			84			49			62
Commercial construction loans		408			249			105			65			57			54			31			18
Consumer mortgage and construction		211			121			74			40			38			38			34			34
Other consumer loans and leases		146			100			64			47			45			43			39			38
Total nonperforming loans and leases	$	1,388		$	893		$	569		$	406		$	390		$	352		$	320		$	281
Credit Charge-Offs ($ in millions)
Gross charge-offs	$	(293	)	$	(193	)	$	(127	)	$	(124	)	$	(99	)	$	(118	)	$	(96	)	$	(96	)
Recoveries		17			19			12			22			28			21			17			29
Net losses charged off	$	(276	)	$	(174	)	$	(115	)	$	(102	)	$	(71	)	$	(97	)	$	(79	)	$	(67	)

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