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): February 7, 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 February 7, 2007, Fifth Third Bancorp will present at the Credit Suisse Financial Services Forum. 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)
February 7, 2007	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Credit Suisse                       

Financial Services Forum

Chris Marshall, Chief Financial Officer

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Agenda

Historical performance

Strategic focus

Growth opportunities

—

De novos

—

Business banking

—

Middle market

—

Credit cards

Credit

Capital

Outlook

Summary

3

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

1990

2006

CAGR

Assets

$8 billion

$101 billion

17%

Net income

$120 million

$1.5 billion

1

17%

Earnings per share

$0.41

$2.65

1

12%

Market cap

$1.3 billion

$22 billion

2

19%

Branches

214

1,150

11%

ATMs

262    

2,096

14%

Rank, U.S.

# 50 -

60

# 13

1

2006 earnings and earnings per share excluding $291 million after-tax, or  $0.52 per share, in charges related to 4Q06 balance sheet actions.

Reported earnings and earnings per share were $1.2 billion and $2.13 per fully diluted share. Diluted earnings per share as originally reported

(split-adjusted).

2

as of 2/01/07.

Historical context: extraordinary growth

4

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

2002

Stock price

$68.95

Market cap

$40B

ROE

18.4%

Efficiency ratio

47.5%

NIM

3.96%

2006

Stock price

$40.14

*

Market cap               $22B

*

ROE

15.1%

#

Efficiency ratio

55.2%

#

NIM                           3.06%

Recent performance: challenging

*

As of 2/01/07.

#

ROE

and

efficiency

ratio

excluding

$454

million

pre-tax

($291

million

after-tax)

charges

related

to

4Q06

balance

sheet

actions.

Reported

ROE

and

efficiency

ratio

were

12.1%

and

60.5%,

respectively.

5

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

(CAGR: 2006

1

vs. 2002: per share)

Source:

SNL

Financial;

data

shown

per

share

to

adjust

for

effect

of

acquisitions.

1

Comparisons

as

of

2006

except

for

core

deposits,

cards,

which

use

regulatory

data

as

of

YTD

2006.

ROE

and

efficiency

ratio

for

FITB

exclude

$454

million

pre-tax ($291 million

after-tax)

charges

related

to

4Q06

balance

sheet

actions.

Reported

ROE

and

efficiency

ratio

were

12.1%

and

60.5%,

respectively.

ROE

for

peers

uses

First

Call actual operating

earnings

to

compute

ROE.

2

Median of top 20 banks (excluding trust banks, C, JPM); median revenue growth of five processing companies (FDC, ADS, FISV, GPN, TSS; FIS has not yet reported 2006

results); FTPS prior period results adjusted for 2Q04 sale of certain merchant processing contracts reflecting $91 million in annual revenue.

3

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

Strong underlying performance

15.0%

14.9%

15.1%

ROE

61.0%

59.0%

55.2%

Efficiency ratio

7%

2%

14%

Credit card loan growth

N/A

17%

21%

Processing fee growth

4%

6%

8%

Core deposit growth

7%

8%

14%

Loan growth

Midwest

Peers

3

Peer

Group

2

Fifth

Third

6

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Strategic focus: 2007–2009

1.

Deliver growth company performance

2.

Enhance the customer experience

3.

Increase employee engagement

4.

Institutionalize enterprise operational excellence

Banking

Investments

Customer

Experience

Operational

Excellence

Employee

Engagement

Processing

Banking

Banking

Investments

Operational

Excellence

Processing

Banking

Fifth Third

Bank

7

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 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

8

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 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

9

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 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 bankers

•

Introduce new products

•

Strengthen and standardize processes

10

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Middle market: leveraging our position

5/3 Middle Market

Share

9%

16%

6%

6%

6%

12.5%

2006

2009

2012

lending only

full-service

Markets

$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

18.5%

11

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Credit cards: capturing our fair share

13th 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 | Credit Suisse | February 7, 2007

Credit quality

Stable net charge-off experience

Consistent trends in probability of default ratings

—

2003 through 2006 vintages all in 6.1-6.3 PD range

Over 75% of commercial loans originated or renewed in past two years

Midwest economy

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Peer group median

Fifth Third

2007

outlook:

50-55

bps

Total net charge-offs

13

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Total Commercial

Total Consumer

Credit quality (cont.)

2007

outlook:

in line

with

4Q06

levels

Commercial NCO ratios have historically ranged between 20-60 bps

—

2006: 34 bps

—

4Q06: 42 bps

Consumer NCO ratios have historically ranged between 40-65 bps

—

2006: 55 bps

—

4Q06: 64 bps

Commercial and consumer net charge-offs*

*Excludes leases prior to 2006

14

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Capital plan

Current tangible capital levels very strong

—

Tangible common equity/tangible assets ratio of 7.8%

—

2007 year-end target: 7%

2007 plans

—

Lower tangible equity levels primarily through share repurchases

—

Existing share repurchase authorization (1/18/07): 15.8 million shares

(approximately $600 million)

—

Consider issuance of capital securities

Future considerations

—

Demonstrate improved performance during 2007

—

Maintain strong regulatory capital levels in conjunction with management of

tangible equity ratio

—

Evaluate future capital position in context of performance and operating

environment

—

Maintain strong capital levels relative to peers and commensurate with

business profile

15

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Fifth Third: 2007 outlook

Net interest income 

High single digits

Net interest margin 

3.35-3.45%

Noninterest income* 

High single digits

Noninterest expense** 

Mid single digits

Loans 

High single digits

Core deposits 

Mid single digits

Net Charge-offs 

Low to mid 50s bps range

Effective tax rate [Non-tax equivalent]  29-30%

Tangible equity/tangible asset ratio       2007 year-end target 7%

* comparison with prior year excludes $415 million of losses recorded in noninterest income related to fourth quarter 2006 balance sheet actions

** comparison with the prior year excludes $49 million of charges: $10 million in third quarter 2006 related to the early retirement of debt, and $39

million in the fourth quarter 2006 related to terminated of financing agreements

Category

Growth, percentage, or bps range

16

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 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 | Credit Suisse | February 7, 2007

Appendix

Consumer credit quality

Credit card credit quality

Commercial credit quality

18

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Consumer Credit Quality

0.00%

0.22%

0.44%

0.66%

0.87%

1.09%

Direct

Indirect

Lease

Mortgage

Consumer net charge-offs

Direct Installment -

$12 billion

—

NCO ratio of 48 bps in 2006 vs.

historical ratios of 40-45 bps

—

Higher concentration of net

charge-offs in Detroit market

—

Higher home equity consistent

with Midwest footprint

Indirect Installment -

$10 billion

—

90% of portfolio is auto

—

Fifth Third has larger

exposure to auto lending than

peers

—

Auto NCO ratio

is in-line with

competitors (80-85 bps)

Mortgage -

$10 billion

—

Mortgage NCO ratio has been

stable for the past 3 years

Leasing -

$1 billion

—

Leasing portfolio is running

off, gross loss rates are

declining

19

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

Credit Card Portfolio

2005 bankruptcy reform led to a spike in NCOs in 4Q05

—

Recoveries were higher than normal in following two quarters

—

Expect

NCO

ratio

closer

to

4%

range

going

forward

Over 85% of consumer credit card portfolio originated from our retail network

—

Remaining

balances

from

agent-bank

relationships

and

legacy

run-off

portfolio

of

acquired

cards

Two-thirds

of Fifth Third’s organically generated portfolio has a FICO over 740

-

0.20

0.40

0.60

0.80

1.00

1.20

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

Balance

NCO Ratio

Bankcard

20

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 2007

-0.10%

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

0.80%

0.90%

1.00%

1.10%

1.20%

C&I

Mortgage

Construction

Leasing

Commercial Credit Quality

Commercial net charge-offs

C&I -

$21 billion

—

Loan growth reflects

consistency in quality of

originations

—

No change in weighted

average PD ratings over the

past five years

—

PD ratings on large credits

(>$5 million) substantially

better than overall portfolio

CRE

-

$16 billion

—

Several large credits caused

increase in commercial mortgage

charge-offs, to 25 bps in 2006 from

10-15 bps run rate in prior years

—

Construction NCO ratio has ranged

from 8 to 17 bps over the past 5

years

Leasing -

$4 billion

—

Large airline-related charge-

offs source of volatility

experience

—

Net recoveries in 2006

21

Fifth Third Bank | All Rights Reserved | Credit Suisse | February 7, 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

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

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.com

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.