Fifth Third Bancorp FWP
 

Filed Pursuant to Rule 433
Registration No. 333-86360
Fifth Third Bancorp
$250,000,000 Floating Rate Subordinated Notes
Due 2016
Summary of Terms
     
 
Issuer
   Fifth Third Bancorp
 
Expected Ratings
   A1 / A / A+
 
Note Type
   Subordinated Notes
 
Trade Date
   December 13, 2006
 
Settlement Date (T+5 days)
   December 20, 2006
 
Maturity Date
   December 20, 2016
 
Principal Amount
   $250,000,000
 
Price to Investors
   100%, plus accrued interest, if any, from December 20, 2006
 
Underwriters’ Discount
   0.45%
 
All-in Price
   99.55%, plus accrued interest, if any, from December 20, 2006
 
Net Proceeds
   $248,875,000
 
Pricing Benchmark
   LIBOR, determined by Telerate 3750
 
Designated LIBOR Currency
   U.S. Dollars
 
Index Maturity
   Three months
 
Coupon
   3M LIBOR + 42 bps
 
Interest Payment Period
   Quarterly
 
Interest Payment Dates
   Quarterly on each March 20, June 20, September 20 and December 20
 
   of each year, commencing March 20, 2007 and ending on the Maturity
 
   Date
 
Initial Interest Rate
   To be determined two London Business Days prior to settlement date
 
Interest Reset Periods and Dates
   Quarterly, on each Interest Payment Date
 
Interest Determination Dates
   Two London Business Days prior to each Interest Payment Date
 
Day Count Convention
   Actual / 360
 
Payment Business Days
   New York, London
 
Payment Convention
   Modified Following
 
Denominations
   Minimum denominations of $5,000 with increments of $1,000 thereafter
 
Bookrunners
   Banc of America Securities LLC, Citigroup Global Markets Inc.,
 
   Goldman, Sachs & Co.
 
Co-Managers
   Credit Suisse, Fifth Third Securities, Inc., UBS Securities LLC, BNY
 
   Capital Markets, Inc., Lehman Brothers, Morgan Stanley, Wachovia
 
   Securities
 
Billing and Delivery Agent
   Goldman, Sachs & Co.
 
Listing
   None
 
CUSIP Number
   316773 CG 3
 
Fifth Third Bancorp has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents filed with the SEC and incorporated by reference in such documents for more complete information about Fifth Third Bancorp and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Banc of America Securities LLC, Citigroup Global Markets Inc., and Goldman, Sachs & Co. will arrange to send you these documents if you call them by calling Banc of America Securities LLC toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-877-858-5407 or Goldman, Sachs & Co. toll-free at 1-866-471-2526.

 

 

Fifth Third Bancorp
$500,000,000 5.45% Subordinated Notes
Due 2017
Summary of Terms
     
 
Issuer
   Fifth Third Bancorp
 
Expected Ratings
   A1 / A / A+
 
Note Type
   Subordinated Notes
 
Trade Date
   December 13, 2006
 
Settlement Date (T+5 days)
   December 20, 2006
 
Maturity Date
   January 15, 2017 (Sunday)
 
Principal Amount
   $500,000,000
 
Price to Investors
   99.65%, plus accrued interest, if any, from December 20, 2006
 
Underwriters’ Discount
   0.45%
 
All-in Price
   99.20%, plus accrued interest, if any, from December 20, 2006
 
Net Proceeds
   $496,000,000
 
Pricing Benchmark
   4.625% UST due 11/2016
 
Benchmark Yield
   4.565%
 
Spread to Benchmark
   T+93 bps
 
Re-offer Yield
   5.495%
 
Coupon
   5.45% per annum
 
Interest Payment Dates
   Semi-annually on each January 15 and July 15 of each year, commencing
 
   July 15, 2007 and ending on the Maturity Date
 
Day Count Convention
   30/360
 
Payment Convention
   If any Interest Payment Date or the Maturity Date of the Notes falls on a day
 
   which is not a business day, the related payment of principal of or interest
 
   on the Notes will be made on the next day which is a business day with the
 
   same force and effect as if made on the date such payment was due, and no
 
   interest shall accrue on the amount payable for the period from and after
 
   such Interest Payment Date or Maturity Date, as the case may be
 
Denominations
   Minimum denominations of $5,000 with increments of $1,000 thereafter
 
Bookrunners
   Banc of America Securities LLC, Citigroup Global Markets Inc.,
 
   Goldman, Sachs & Co.
 
Co-Managers
   Credit Suisse, Fifth Third Securities, Inc., UBS Securities LLC, BNY
 
   Capital Markets, Inc., Lehman Brothers, Morgan Stanley, Wachovia
 
   Securities
 
Billing and Delivery Agent
   Goldman, Sachs & Co.
 
Listing
   None
 
CUSIP Number
   316773 CF 5
 
Fifth Third Bancorp has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents filed with the SEC and incorporated by reference in such documents for more complete information about Fifth Third Bancorp and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Banc of America Securities LLC, Citigroup Global Markets Inc., and Goldman, Sachs & Co. will arrange to send you these documents if you call them by calling Banc of America Securities LLC toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-877-858-5407 or Goldman, Sachs & Co. toll-free at 1-866-471-2526.