8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 3, 2006

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction

of Incorporation)

0-8076	31-0854434
(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On November 3, 2006, Fifth Third Bancorp will present at the BancAnalysts Association of Boston Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Fifth Third Bancorp Presentation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIFTH THIRD BANCORP
	(Registrant)
November 3, 2006	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and
	Chief Financial Officer

EX-99.1

BancAnalysts Association of Boston

BancAnalysts Association of Boston

25   Annual Bank Conference

25   Annual Bank Conference

November 3, 2006

Kevin Kabat

President

Chris Marshall

Chief Financial Officer

Exhibit 99.1

th

2

BAAB Conference –

Friday, November 3, 2006

Agenda

Historical performance

Focus: leveraging our model

Focus: deposit gathering

Focus: credit

Focus: balance sheet

Summary

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BAAB Conference –

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1990

2006

CAGR

Assets

$8 billion

$106 billion

18%

Net income

$120 million

$1.5 billion*

18%

Earnings per share

$0.41

$2.69*

13%

Market cap

$1.3 billion

$22 billion

#

20%

Branches

214

1,145

11%

ATMs

262    

2,114

14%

Rank, U.S.

# 50 -

60

# 11

*

YTD 9/30/2006  annualized; diluted earnings per share as originally reported (split-adjusted).

#

as of 10/27/06.

Historical context: extraordinary growth

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2002

Stock price

$68.95

Market cap

$40B

ROE

18.4%

Efficiency ratio

47.5%

NIM

3.96%

2006

Stock price

$39.53*

Market cap

$22B*

ROE

15.5%

Efficiency ratio

55.2%

NIM

3.03%

Recent performance: challenging

*

as of 10/27/06.

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(CAGR: 3Q06* vs. 3Q02: per share)

Source:

SNL

Financial;

date

shown

per

share

to

adjust

for

effect

of

acquisitions.

*

Comparisons as of 3Q06 except for core deposits, cards, which use regulatory data as of 2Q06.

#

Median of top 20 banks (excluding trust banks, C, JPM); median revenue growth of six processing companies (FDC, ADS, FISV, GPN, TSS,

FIS); FTPS adjusted for 2Q04 sale of certain merchant processing

contracts.

^ Median of large Midwest peers (NCC, PNC, HBAN, MI, KEY, CMA, USB).

Focus: leveraging our model

16.2%

15.4%

15.1%

ROE

57.3%

57.1%

55.5%

Efficiency ratio

5%

3%

16%

Credit card loan growth

N/A

17%

18%

Processing fee growth

6%

7%

8%

Core deposit growth

7%

10%

14%

Loan growth

Midwest

Peers

^

Peer

Group

#

Fifth

Third

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Focus: leveraging our model

Better delivery to the

customer

Entrepreneurial culture

Attract better employee talent

Collaboration across lines of

business

Development and sharing of

best practices

Differentiation that creates

competitive advantage in the marketplace

Local management and full

line-of-business and staff

accountability

Local board of directors

Local decision-making

Cohesive geography

Common platform

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Focus: leveraging our model

Credit

Cards

Deposits

Private client

Merchant

acquisition

Financial

institutions

Institutional

products

Credit

Bundled

Payments

Products

Business

Banking

Banking

Fifth Third

Bank

Investments

Processing

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BAAB Conference –

Friday, November 3, 2006

Deposit rates by product typically above peers…

1.10

1.87

1.92

2.26

2.49

0.00

1.00

2.00

3.00

4.00

5.00

6.00

USB

STI

BBT

RF

FITB

Source: Company reports (if disclosed).

2.56

2.80

2.89

2.92

3.05

3.07

3.47

4.30

0.00

1.00

2.00

3.00

4.00

5.00

6.00

RF

STI

NCC

HBAN

KEY

CMA

MI

FITB

0.19

0.40

0.41

0.64

0.87

1.71

1.75

2.60

3.08

0.00

1.00

2.00

3.00

4.00

5.00

6.00

KEY

USB

RF

NCC

CMA

STI

HBAN

BBT

FITB

3.93

4.11

4.17

4.24

4.24

4.29

4.32

4.40

4.43

4.55

0.00

1.00

2.00

3.00

4.00

5.00

6.00

Q306 IBT rates

Q306 MMDA rates

Q306 savings rates

Q306 consumer CD rates

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…but in line overall given low-cost emphasis

Source: Company reports (if disclosed).

2.06

2.70

3.20

3.27

3.30

3.31

3.31

3.43

3.45

3.90

3.04

0.00

1.00

2.00

3.00

4.00

5.00

6.00

Q306 interest-bearing core deposit rates

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15.4%

10.1%

7.5%

7.4%

6.2%

5.8%

5.5%

5.4%

4.9%

4.3%

2.9%

2.3%

0.6%

-0.7%

-1.4%

-2.0%

-5.2%

Focus: deposit gathering

June 2005 to June 2006 (FDIC data)

Additionally:

20 of 21* Fifth Third affiliate banks grew deposits (all 21 excluding >$1B branches)

17 of 21 affiliates grew deposit market share (18 of 21 excluding >$1B branches)

Source: SNL Financial; FBR report, October 25, 2006.

* 19 affiliates plus Pittsburgh and St. Louis.

#3 overall among large cap banks

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BAAB Conference –

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Focus: credit

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

Median

Fifth Third Bancorp

Gross

C/Os

Net

C/Os

Gross and net charge-

offs have historically

fallen within a relatively

stable band

Credit underwriting

standards do not

oscillate significantly

from cycle to cycle –

“we stick with our

customers”

Midwest economy

0

0.1

0.2

0.3

0.4

0.5

0.6

0.7

Median

Fifth Third Bancorp

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BAAB Conference –

Friday, November 3, 2006

Margin pressure primarily related to fixed rate securities

funded with floating rate liabilities

Average Securities and Spread

*

Interest bearing liabilities excluding core deposits.

Focus: balance sheet

in rates

in NII              in EPS*

+200 bps

-

1.76%

-

5-6 ¢

+100 bps

-

0.81%

-

2-3 ¢

-

100 bps

+1.39%

+4-5 ¢

-

200 bps

+2.46%

+8-9 ¢

Interest rate sensitivity

Source: 3Q06 10-Q. Parallel shocks phased in over 12 mo. policy period.

* Change in NII from 10-Q, using 3Q06 NII annualized, 35% tax rate, and

3Q06 average fully diluted shares. Not a projection.

•

#

Estimates including effects of expected deposit betas and maturation

of loans and deposits.

Sensitivity primarily to moves in

short end of curve

Liability sensitivity has been

reduced in recent quarters

through securities portfolio runoff

Approximately 40-45% of assets,

50-55% of funding variable rate

#

0

5

10

15

20

25

30

2002

2003

2004

2005

3Q06

0

100

200

300

400

500

600

Avg. Securities  

Yield  

Wholesale borrowings*  

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BAAB Conference –

Friday, November 3, 2006

Balance sheet

rationalization

Mortgage/home equity

De novos

Credit cards

Open issues and decisions

Broaden product mix

Review risk-based pricing on high LTV

home equity loans (e.g., high LTVs)

How many; where

Portfolio unrepresentative of market

position —

strategic plan for growth

Resize bond portfolio as appropriate

—

More likely 10-20% of earning assets

vs. 22% currently

Optimize capital structure

Implement securitization capability

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BAAB Conference –

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Fifth Third: building a better future

Achieving the proper balance between growth and

profitability

Capitalizing on our strengths and developing plans

to address areas of weakness

Communicating clearly with our investors

Delivering on our promises and returning to above-

par performance and shareholder returns

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BAAB Conference –

Friday, November 3, 2006

Cautionary statement

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

presentation 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) competitive pressures among depository institutions

increase significantly; (2) changes in the interest rate environment reduce interest margins; (3) prepayment speeds, loan origination and sale

volumes, charge-offs and loan loss provisions; (4) general economic conditions, either national or in the states in which Fifth Third and/or

combined

entities

do

business,

are

less

favorable

than

expected;

(5) political developments, wars or other hostilities may disrupt or increase

volatility

in

securities

markets

or

other

economic

conditions;

(6)

changes

and

trends

in

the

securities

markets;

(7)

legislative

or

regulatory

changes or actions, or significant litigation, adversely affect Fifth Third and/or acquired entities or the businesses in which Fifth Third and/or

combined

entities

are

engaged;

(8)

difficulties

in

combining

the

operations

of acquired entities and (9) the impact of reputational risk created by

the developments discussed above on such matters as business generation and retention, funding and liquidity. We undertake no obligation to

release revisions to these forward-looking statements or reflect events or circumstances after the date of this release. Further information on

other

factors

which

could

affect

the

financial

results

of

Fifth

Third

are

included

in

Fifth

Third's

and/or

the

acquired

entity's

filings with the

Securities and Exchange Commission. These documents are available free of charge at the Commission's website at http://www.sec.gov

and/or from Fifth Third.

The financial information for affiliate operating segments in this presentation is reported on the basis used internally by the Bancorp’s

management

to

evaluate

performance

and

allocate

resources.

Allocations

have

been

consistently

applied

for

all

periods

presented.

The

performance measurement of the operating segments is based on the management structure of the Bancorp and is not necessarily

comparable with similar information for any other financial institution. The information presented is also not necessarily indicative of the

segments’

financial condition and results of operations if they were independent entities.