8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 30, 2007

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

0-8076	31-0854434
(Commission File Number)	(IRS Employer Identification No.)
Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(513) 534-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

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

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

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

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

Item 7.01 Regulation FD Disclosure

On January 30, 2007, Fifth Third Bancorp will present at the Citigroup Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1    Fifth Third Bancorp Presentation.

SIGNATURES

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

	FIFTH THIRD BANCORP
	(Registrant)
January 30, 2007	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Citigroup                           

Financial Services Conference

Kevin Kabat, President

EXHIBIT 99.1

2

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Agenda

Strategic focus

Growth opportunities

—

De novos

—

Business banking

—

Middle market

—

Credit cards

Enhancing the customer experience

—

Sales management

—

Customer service and satisfaction

Summary

3

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Strategic focus: 2007–2009

1.

Deliver growth company performance

2.

Enhance the customer experience

3.

Increase employee engagement

4.

Institutionalize enterprise operational excellence

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Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Growth opportunities

Retail bank

•

De novo –

accelerate new branch openings

•

Small business banking –

leverage existing distribution

channels

Commercial bank

•

Middle market expansion –

expand products, services, and

sales

•

Healthcare –

enhance product offerings, specialized channel

•

Commercial new/underserved markets –

targeted markets for

deployment of additional bankers and teams

Fifth Third Processing Solutions

•

Credit card –

increase cardholder acquisition

5

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

De novos: value creation

Core competency:

—

Market segmentation analysis and predictive modeling

techniques have allowed for repeatable success over the

last three years

De novos

versus acquisitions:

—

Estimated industry IRRs*:

–

acquisitions = 12-15%

–

de novos

= 18-20%

—

FITB:

–

de novos

= 20%+ (expected branch IRR depends on

market/location)

* Source: Citigroup.

6

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

2005–2006 de novo growth performance       

(full-service branches)

Source: SNL. Branches opened between 6/04 and 6/05 for markets in which Fifth Third built de novo branches; full service locations only (excludes

BankMarts/in-store

branches);

excludes

competitor

branches

that

shrank;

excludes

locations

with

first

year

deposits

>$30mm

(i.e.,

relos); excludes all

headquarter locations; commercial banks only.

Top 10 banks by average deposit growth per new branch,         

within markets where Fifth Third opened branches between 6/04 and 6/05

Holding Company

6/06 Total

Deposits

6/05 Total

Deposits

Number of

Branches

Avg. Branch 

Deposit   

Growth      

05-06

Rank

Fifth Third Bancorp

828,740

354,198

58

8,182

1

Regions Financial Corp.

72,575

23,545

6

8,172

2

Metropolitan Bank Group Inc.

101,986

50,479

7

7,358

3

Bank of America Corp.

219,320

97,071

17

7,191

4

National City Corp.

262,078

123,200

22

6,313

5

JPMorgan Chase & Co.

630,609

278,316

56

6,291

6

Flagstar Bancorp Inc.

194,667

114,743

13

6,148

7

LaSalle Bank Corporation

85,118

36,199

8

6,115

8

KeyCorp

97,603

29,502

12

5,675

9

Sky Financial Group Inc.

62,344

23,657

8

4,836

10

7

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Fifth Third critical mass curve, 2006

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

Fifth Third locations as % of MSA bank locations

Critical Mass Threshold = 12%

Evansville

Cincinnati

Kalamazoo

Dayton

Toledo

Gr Rapids

Lexington

Ft Myers

Naples

Louisville

Columbus

Chicago        Detroit

Tampa          Orlando

SE Florida     St Louis

Pittsburgh

Performance threshold: achieving critical mass

Source: SNL. Commercial banks only, excludes headquarters locations.

Markets where 5/3

does not have

critical mass

Relationship: location share to deposit share

5/3

rd

consistently generates more than fair share of deposits where location share > 12%

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Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

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%

Deposit gathering: overall success

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 among large cap banks

9

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Business banking: focus on the customer

Business banking customers

0

50

100

150

200

250

300

350

2006

2009

unassigned to banker

assigned to banker

Business banking accounts

0

200

400

600

800

1000

1200

2006

2009

Assigning 80%

of existing

customers…

…could

represent a

60% increase

in accounts

Deploy more bankers

Introduce new products

Strengthen and standardize processes

10

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Middle market: full-service orientation

5/3 Middle Market

Share

9%

13%

16%

6%

6%

6%

2006

2009

2012

lending only

full-service

Affiliate

$10mm to

$100mm

$100mm to

$250mm

$250mm to

$500mm

Total

Chicago

5,085

405

148

5,638

Eastern Michigan

2,164

187

60

2,411

South Florida

1,662

110

35

1,807

Northeastern Ohio

1,532

98

33

1,663

Western Michigan

1,234

74

30

1,338

Central Indiana

1,167

84

39

1,290

Tampa

867

59

27

953

St. Louis

834

76

36

946

Pittsburgh

796

66

22

884

Cincinnati

754

48

28

830

Central Florida

690

47

21

758

Central Ohio

659

59

25

743

Louisville

617

49

24

690

Tennessee

559

54

21

634

Western Ohio

500

30

15

545

Northwestern Ohio

434

34

10

478

Southern Indiana

319

27

11

357

Northern Michigan

329

20

5

354

Ohio Valley

239

24

5

268

Central Kentucky

210

20

5

235

Northern Kentucky

128

7

3

138

Total Footprint

20,779

1,578

603

22,960

Fifth Third total relationship market share 

15%

# of Businesses with Sales of:

Convert

existing

accounts to

full service

while

increasing new

accounts

15%

22%

Product, sales, service

enhancements

Healthcare      

specialty group

Underserved/

new markets

19%

11

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Credit cards: capturing our fair share

11th largest bank, 24th largest credit card issuer

We’ve underinvested in the credit card business relative to competitors

Significant opportunity in high risk adjusted return business

—

Improve retail production by deploying sales technologies to enhance ease of

sale

—

Move

from

“ultra”

conservative

underwriting

to

“conservative”

underwriting

(weighted average FICO from > 740 to > 720)

—

Optimize profitability of existing portfolio through modest investments in

marketing, analytics, and human capital

Goal: double assets, accounts, net income by 2009

Assets

Accounts

Net income

2006

2009

$1,200

$2,400

1.1

2.0

$41

$83

($ MMs)

12

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Performance expectations set for each role, with incentive pay based on:

—

Individual sales (KPIs)

—

Service levels (KDIs)

Managers evaluated, compensated on individual sales contribution

and coaching effectiveness

Incentive compensation based on profitability of sales production, income growth, and service

Consistent          

sales management

process

Sales reporting available by individual every day

Reporting: stack rankings, performance vs. job standards, tracking for incentive comp

Scorecards available for each employee –

displaying rankings on all KPIs, highlighting

strengths and pointing out focus areas

Individual

productivity 

reporting

Elimination of non-value added activities to increase FTE capacity for sales

Re-engineer or automate for maximum sales effectiveness

Consolidate in areas outside of the Financial Center

Dedicated branch service personnel combined with improved back office support

Reduction of non-

sales activities in

banking centers

Consistent branded sales process across the footprint

Customer profiling and needs-based product sales tied to new brand

Better referral experience, personal introductions of customer to sales people

Structured follow-up calls, thank you letters

Tools to maximize sales effectiveness

Enhanced product offerings

Integrated with new brand promise

Enhanced marketing and campaign process

Consistent     

branded sales

process

•

Split service and sales roles to maximize sales and service effectiveness

•

Clearly defined organizational structure and career progression plan

MANAGEMENT FOCUS

Role clarity

PERFORMANCE

THEME

Reengineering retail sales management

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Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Example: automated individual reporting

Phase I (Jan ‘07) report style

Report

Highlights 

•Present Key Performance Metrics (KPI’s) with daily,

WTD, MTD, QTD, YTD views

•Collect data supporting the KPI’s at employee level

plus rollups to bank center, affiliate, region and

Bancorp levels

•Enable stack ranking, forced quartile identification, and

performance rating assignment

Dashboard

Highlights 

•Key Performance Metrics presented in user-friendly

dashboard

•High-level rollup provides quick reference of

performance trending

•Drill-down functionality enables quick analysis into

problem areas

•Filter functionality enables viewing performance from

every perspective (e.g., Bancorp level, affiliate, branch,

individual level)

Phase II (2Q07) dashboard style

14

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Fifth Third: relative service performance

54%

29%

67%

68%

51%

58%

0%

20%

40%

60%

80%

100%

Overall

Satisfaction

Loyalty

Problem

Incidence

2005

2006

45%

51%

36%

43%

27%

21%

Improvements have been made by addressing fundamental process issues

–

but we are not where we need to be

2005-2006 Key Actions Implemented

Improvements to collection process

Reduced daily overdraft fees

Fee waiver guidelines

Recently implemented:

Call center transformation

improvements

New overdraft notices

Source : Gallup Customer Surveys: 3Q05/3Q06

Percentages within bars =                                      

% of surveyed customers rating metric at target level

or experiencing a problem

Goal: 75

th

percentile

15

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Customer experience opportunity

$63M of incremental net income through 2009 from

reducing retail customer attrition by 5%

Current Customer Experience

Current retail DDA attrition 16%

Advice level satisfaction 50%

Ineffective problem management

Fully Satisfied Customers

Are 1.7x more likely to remain at 5/3

Have 6.5% more accounts

Maintain larger balances (9% more)

These multiples will rise with

satisfaction improvement

$63MM

$7MM

$28MM

2007

2008

2009

Cumulative net income value

1%

4%

5%

One percent improvement in customer retention represents

$7 million net income improvement

16

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Fifth Third: building a better tomorrow

Balancing growth and profitability

Capitalizing on strengths and developing plans to

address areas of weakness

Communicating clearly with investors

Delivering on promises

Returning to above-par performance and shareholder

returns

17

Fifth Third Bank | All Rights Reserved | Citigroup | January 30, 2007

Cautionary statement

This report may contain forward-looking statements about the Registrant 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

the

reunder,

and

21E

of

the

Securities

Exchange

Act

of

1934,

as

amended,

and

Rule

3b-6

promulgated

the

reunder,

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 the Registrant 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 may reduce interest margins; (3) prepayment speeds, loan origination and sale volumes, charge-offs

and loan loss provisions are inherently uncertain; (4) general economic conditions, either national or in the states in which the

Registrant, one or more acquired entities and/or the combined company 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 the Registrant, one or more acquired entities and/or the combined company or the businesses in which

the Registrant, one or more acquired entities and/or the combined company are engaged; (8) difficulties in combining the

operations of acquired entities; (9) our ability to maintain favorable ratings from rating agencies; and (10) the impact of

reputational

risk

created

by

the

developments

discussed

above

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, 2005, 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

Registrant's

Web

site

at

www.53.com.

The

Registrant

undertakes

no

obligation

to

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