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): May 16, 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 May 16, 2007, Fifth Third Bancorp will present at the UBS Global 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)
May 16, 2007	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved

UBS Global Financial Services Conference

Kevin Kabat, President and CEO

Chris Marshall, EVP and CFO

May 16, 2007

Exhibit 99.1

2

Fifth Third Bank | All Rights Reserved

Fifth

Third

profile

$100 billion assets (#13)

$22 billion market cap* (#12)

1,161 banking centers

2,104 ATMs

18 affiliates in 10 states

$1.4

billion

net

income

#

* as of 5/10/07.

#

1Q07 annualized.

3

Fifth Third Bank | All Rights Reserved

Historical

context

Strong sales culture

—

Loan, deposit growth > industry

—

Affiliate/entrepreneurial drive

Strong expense management

—

Low 50s efficiency ratio

Average service/customer satisfaction

—

“Sold through”

attrition (e.g., DDA high-teens)

Internal orientation

Retain and leverage historical strengths while capturing

incremental growth opportunities

4

Fifth Third Bank | All Rights Reserved

Strategic focus: 2007–2009

Deliver growth in excess of industry

Enhance the customer experience

Increase employee engagement

Institutionalize enterprise operational excellence

5

Fifth Third Bank | All Rights Reserved

Growth opportunities

Areas of evident success

—

De novo –

accelerate new branch openings

—

Credit card –

increase cardholder acquisition

—

Healthcare –

enhance product offerings, specialized channel

Works in progress

—

Commercial underserved markets –

targeted markets for

deployment of additional bankers and teams

—

Middle market expansion –

expand products, services, and

sales

—

Small business banking –

leverage existing distribution

channels

Deferred

—

Commercial new markets (LPOs) –

targeted markets for

deployment of additional bankers and teams

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Fifth Third Bank | All Rights Reserved

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

Y1

Y2

Y3

Y4

Y5

Y6

2001

2002

2003

2004

2005

2006

$40MM Y6 pace

(new target)

$35MM Y6 pace

(original target)

De novo deposit growth

FDIC data: average annualized deposits by FDIC deposit year vintage

Source: SNL, FDIC deposit year vintages (July 1-June 30). Deposit balances annualized using day-weighting (e.g., branch opened Dec. 31 of a given year has

first

year

deposits

doubled;

second

year

deposits

multiplied

by

1.333x,

etc.)

All

Fifth

Third

full

service

de

novos

(excludes

BankMart,

satellite

office,

retirement

center

locations).

Excludes

relocations

and

locations

with

first

year

deposits

>$30

million.

FDIC Vintage Yr Total De Novos

2001: 16;

2002: 8;

2003: 27;

2004: 45;

2005: 51;

2006: 57

(2007: 75 builds, net 50)

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

Y1

Y2

Y3

Y4

Y5

Y6

2001

2002

2003

2004

2005

2006

$40MM Y6 pace

(new target)

$35MM Y6 pace

(original target)

All

full

service

5/3

de

novos

Target

market

full

service

5/3

de

novos

FDIC Vintage Yr Tgt

Mkt De Novos

2001: 3; 2002: 3;

2003: 6;

2004: 20;

2005:28;

2006: 34

(2007: 58 builds)

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Fifth Third Bank | All Rights Reserved

Fifth Third healthcare strategy

Relationships

•

less than 50 hospitals/health systems (<10 for-profit)

•

less than 2,000 physicians/medical practice groups

•

Over 600 healthcare entities in-footprint with revenues > $100 Million

•

Approximately 150,000 healthcare entities in-footprint; < 5,000 existing relationships

Relationships

•

Primary Bank for fewer than 50 hospitals / health systems

•

Over 600 healthcare entities in-footprint with revenues > $100 Million

•

Current market share of 2.3% (12.7% gap to total commercial business market share)

Significant opportunity to gain share within footprint and in selected national markets

Promote a comprehensive healthcare strategy for the Bancorp

•

Establish healthcare as a core competency of Fifth Third

-

Hired senior executive to lead initiative

-

Established national team to target relationships in excess of $100M

-

Coordinate all healthcare strategies and offerings across all LOBs

•

Define healthcare market, targeted opportunities, and pursuit strategy

-

EOB image capture, denial management and secondary billing capabilities

-

Pharma, disease management, dialysis, hospice, OT/PT, imaging

-

Managed care, home health, insurance, specialty hospitals, behavioral health

•

Double current market share of 2.3% -> 5% by 2011

8

Fifth Third Bank | All Rights Reserved

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

1,100

2,400

1.0

2.0

41

83

($ MMs)

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Fifth Third Bank | All Rights Reserved

FTPS: key growth engine

Merchant

•

4

th

Largest U.S. Acquirer

•

Over 31,000 merchants

•

$150B in processing volume

•

Over 4.4M acquired transactions

Bankcard

•

$1.1B in outstanding balances

•

1.0MM cardholders

•

#1 Debit MasterCard Issuer

•

24

th

largest U.S. bankcard issuer

Financial Institutions

•

2,300 FI relationships

•

Over 900MM POS/ATM transactions

46%

35%

19%

Merchant Services

Financial Institutions

Bankcard

2006 revenue*

*

Excludes

$78

million

in

pre-tax

gains

related

to

sale

of

Mastercard

equity

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Fifth Third Bank | All Rights Reserved

Strong growth, high value business

0

50

100

150

200

250

Merchant

Card Interchange

FI/EFT

CAGR

12%

CAGR

36%

CAGR

22%

CAGR +20%

*1Q04 excludes $20 million in revenue related to the previously disclosed sale of certain small merchant contracts representing $93 million in annual

revenue.

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Fifth Third Bank | All Rights Reserved

72

70

67

72

70

70

72

72

72

72

71

72

76

78

79

80

2004

2005

2006

Citigroup

Wells

Chase

B of A

Fifth Third

Wachovia

University of Michigan –

ACSI Survey

Surveyed customers of large U.S. banks*

*Fifth

Third

Bank

engaged

the

American

Customer

Satisfaction

Index

(ACSI)

in

custom

research

projects

surveying

Fifth

Third

Bank

customers

in

the

4th

quarter

of

2004,

4th

quarter

of

2005

and

fourth quarter of 2006.

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

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Fifth Third Bank | All Rights Reserved

Enterprise Operational Excellence

Improve operational efficiencies

—

Standardize, digitize and optimize core processes

—

Deploy technology to eliminate manual processes and improve quality

—

Reducing cycle times and errors is increasing customer satisfaction

Modernize servicing platforms and capabilities

—

Understand our customers, know our customer & know their issues

—

Call Center transformation to improve customer experiences

—

Provide seamless & consistent support between web, voice, ATM, etc.

Integrated product suites to help our customers be more effective

—

Remote Capture product suite

—

Virtual vault

—

National Lockbox

—

Healthcare EOB 835 suite

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Fifth Third Bank | All Rights Reserved

Fifth Third: 2007 Outlook

Net interest income 

Mid-to-high single digits

Net interest margin 

3.35-3.45%

Noninterest income* 

High single digits

Noninterest expense** 

Mid single digits

Loans 

Mid-to-high single digits

Core deposits 

Mid single digits

Net charge-offs 

Low

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 termination of financing agreements

Category

Growth, percentage, or bps range

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Fifth Third Bank | All Rights Reserved

Credit quality

Stable net charge-off experience

Consistent trends in probability of default ratings

—

2003 through 1Q07 all in 6.1-6.3 PD range

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

Midwest economy

0.39%

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Peer group median

Fifth Third

2007 full year

outlook: low

50s bps

Total net charge-offs

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Fifth Third Bank | All Rights Reserved

0.27%

0.53%

0.00%

0.10%

0.20%

0.30%

0.40%

0.50%

0.60%

0.70%

Total Commercial

Total Consumer

Credit quality (cont.)

Full year low

60s bps

Commercial NCO ratios have historically ranged between 20-60 bps

—

2006: 34 bps

—

4Q06: 42 bps

—

1Q07: 27 bps

Consumer NCO ratios have historically ranged between 40-65 bps

—

2006: 55 bps

—

4Q06: 64 bps

—

1Q07: 53 bps

Commercial and consumer net charge-offs*

*Excludes leases prior to 2006

Full year

high 30s bps

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Fifth Third Bank | All Rights Reserved

Capital plan

Current tangible capital levels very strong

—

Tangible common equity/tangible assets ratio of 7.65% at 3/31/07

—

2007 year-end TCE/TA target: 7%

2007 plans

—

Improve efficiency of capital structure through limited substitution of

hybrids for common stock

—

Share repurchase authorization of 8.8 million shares (approximately

$355 million) as of 3/31/07

Future considerations

—

Evaluate future capital position in context of performance, operating

environment, and acquisition plans

—

Maintain strong regulatory capital levels in conjunction with

management of tangible equity ratio

—

Maintain strong capital levels relative to peers and commensurate

with business profile

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Fifth Third Bank | All Rights Reserved

M&A –

what matters to Fifth Third

Markets

—

Expansion into demographically attractive geographies

—

Creation of deeper shares in existing markets

Attractive business lines

—

Supplement existing business, addition of complementary

businesses or capabilities

Favorable economics

—

Conservative assumptions

—

Accretion within a reasonable timeframe

—

Deal IRR hurdle of mid-teens

Protection of debt ratings

18

Fifth Third Bank | All Rights Reserved

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

19

Fifth Third Bank | All Rights Reserved

Cautionary Statement

This report may contain forward-looking statements about Fifth Third Bancorp and/or the company as combined acquired entities within

the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities

Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. This report may

contain certain forward-looking statements with respect to the financial condition, results of operations, plans, objectives, future

performance and business of Fifth Third Bancorp and/or the combined company including statements preceded by, followed by or that

include the words or phrases such as “believes,”

“expects,”

“anticipates,”

“plans,”

“trend,”

“objective,”

“continue,”

“remain”

or similar

expressions

or

future

or

conditional

verbs

such

as

“will,”

“would,”

“should,”

“could,”

“might,”

“can,”

“may”

or

similar

expressions.

There

are

a

number of important factors that could cause future results to differ materially from historical performance and these forward-looking

statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions, 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)

political

developments,

wars

or

other

hostilities

may

disrupt

or

increase

volatility

in

securities

markets

or

other

economic

conditions;

(3)

changes in the interest rate environment reduce interest margins; (4) prepayment speeds, loan origination and sale volumes, charge-offs

and loan loss provisions; (5) changes and trends in capital markets; (6) competitive pressures among depository institutions increase

significantly; (7) effects of critical accounting policies and judgments; (8) changes in accounting policies or procedures as may be required

by the Financial Accounting Standards Board or other regulatory agencies; (9) 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; (10) ability to maintain favorable ratings from rating agencies;

(11)

fluctuation

of

Fifth

Third’s

stock

price;

(12)

ability

to

attract

and

retain

key

personnel;

(13)

ability

to

receive

dividends

from

its

subsidiaries; (14) potentially dilutive effect of future acquisitions on current shareholders' ownership of Fifth Third; (15) difficulties in

combining the operations of acquired entities; (16) ability to secure confidential information through the use of computer systems and

telecommunications network; and (17) 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,

2006,

as

amended,

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.