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): September 12, 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 September 12, 2006, Fifth Third Bancorp will present at the Lehman Brothers 2006 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)
September 12, 2006	/s/ Christopher G. Marshall
	Christopher G. Marshall
	Executive Vice President and Chief Financial Officer

EX-99.1

Lehman Brothers

Financial Services Conference

September 12, 2006

Christopher G. Marshall

Chief Financial Officer

Exhibit 99.1

Lehman Brothers Financial Services Conference, September 2006

2

Agenda

Historical context

2006 trends

Open issues and decisions

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3

1990

2006

CAGR

Assets

$8 billion

$106 billion

18%

Net income

$120 million

$1.5 billion*

18%

Earnings per share

$0.41

$2.68*

13%

Market cap

$1.3 billion

$22 billion

#

20%

Branches

214

1,138

11%

ATMs

262    

2,034

14%

Rank, U.S.

# 50 -

60

# 11

*

1H06 annualized; diluted earnings per share as originally reported (split-adjusted).

#

as of 9/07/06.

Historical context: extraordinary growth

Lehman Brothers Financial Services Conference, September 2006

4

2002

Stock price

$68.95

Market cap

$40B

ROE

18.4%

NIM

3.96%

Efficiency ratio

47.5%

2006

Stock price

$38.80*

Market cap

$22B*

ROE

16.0%

NIM

3.01%

Efficiency ratio

55.3%

Three year performance: challenging

*

as of 9/07/06.

Lehman Brothers Financial Services Conference, September 2006

5

0

5

10

15

20

25

30

2002

2003

2004

2005

2Q06

0

100

200

300

400

500

600

Avg. Securities  

Yield  

Wholesale borrowings*  

Margin pressure primarily related to fixed rate securities

funded with floating rate liabilities

Average Securities and Spread

*

Interest bearing liabilities excluding core deposits.

Recent performance: securities portfolio

Net Interest Margin

3.96

3.62

3.48

3.23

3.01

2002

2003

2004

2005

2Q06

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6

Strong core business results

(YTD 2006 vs. YTD 2005)

Source: SNL Financial.

*Median of top 20 banks (excluding trust banks, C, JPM);

median net income of six processing companies (FDC, ADS, FISV, GPN, TSS, FIS).

Fifth Third

Industry*

Loan growth

10%

9%

Core deposit growth

7%

7%

Processing fee growth

15%

8%

Credit card loan growth

19%

3%

Mortgage banking fees

1%

3%

Net interest income

-5%

6%

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7

Strong core business results

(Q2 2006 vs. Q2 2005)

-31%

5%

17%

29%

56%

-13%

6%

11%

12%

29%

Net Income Growth

Revenue Growth

Investment Advisors

Processing Solutions

Branch Banking

Commercial Banking

Consumer Lending

Source: Second quarter 2006 10-Q.

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8

New Locations Within 5/3 Footprint 6/04 –

6/05

(deposits in millions)

Avg.

Total

Deposits/

Holding Company

Deposits

Locations

Branch

Bank of America

588.7

33

16.9

Fifth Third

1062.4

65

16.3

TCF Financial

163.4

11

14.9

Independent Bank

145.8

10

14.6

Royal Bank of Canada

120.9

10

12.1

National City

268.1

24

11.2

Flagstar

254.3

23

11.1

AmSouth

153.6

14

11.0

Wachovia

258.8

26

10.0

SunTrust

234.0

27

8.7

Lasalle Bank

110.7

13

8.5

Regions Financial

96.2

12

8.0

JPMorgan Chase

370.7

63

5.9

KeyCorp

77.3

14

5.5

Royal Bank of Scotland

500.5

91

5.5

First Horizon Mutual

47.5

10

4.7

Washington Mutual

282.1

88

3.2

U.S. Bancorp

32.0

12

2.7

Strong deposit growth performance

Fifth Third’s deposit growth has

outpaced key peers in markets

where we compete

Deposit market share growth

has exceeded peer share growth

in 65% of counties

Deposits per/branch growth

has

exceeded peer growth in 66%

of counties

Fifth Third has also significantly out-

performed key competitors in denovo

results within its existing markets

2005 Growth

2005 Growth

# of

Market Share

Deposits/Branch

Peer

Counties

% Won

% Won

National City

102

59%

62%

US Bancorp

66

63%

65%

KeyCorp

46

67%

61%

Regions Financial

#

29

28%

70%

Comerica

20

80%

70%

BB&T

22

95%

82%

SunTrust

18

78%

78%

PNC

14

64%

64%

Weighted Avg.*

65%

66%

Source: SNL Financial, from FDIC data.

* Percentage won times number of Fifth Third and competitor branches.

# Regions includes effect of addition to market share of Union Planters branches.

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2.90

KEY

USB

RF

NCC

PNC

CMA

STI

BBT

FITB

4.00

USB

PNC

STI

CMA

BBT

FITB

KEY

NCC

MI

Deposit rates by product above peers…

Source: Company reports, if disclosed.

2.39

USB

PNC

STI

BBT

RF

FITB

Q206 Interest Checking Rates

Q206 Savings Rates

USB

RF

STI

NCC

KEY

CMA

PNC

FITB

Q206 MMDA Rates

Q206 Retail CD Rates

AVG.

AVG.

AVG.

AVG.

1.63

1.02

2.83

3.97

4.01

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10

Weighted interest-bearing core

deposit rates in line with peers

—

due to higher proportion of

5/3rd balances in lower cost transaction

accounts (vs. CDs)

…but in line overall given low-cost emphasis

3.08

USB

STI

RF

PNC

CMA

BBT

KEY

FITB

NCC

MI

Q206 Core Deposit Rates

AVG.

Source: Company reports, if disclosed.

2.88

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Tough decisions

*

Earnings effect vs. 1Q04 annualized; securities above 17.5% of earning assets, at spread calculated

as average securities yield less weighted average wholesale borrowing cost.

#

Actual expense base vs. expenses if grown at 5% inflation rate.

Est. Annual

Total

EPS Impact

Securities repositioning

$32B > $21B

2004 restructuring

(6.5B)

2005-06 securities run-off/sales

(4.5B)

Lost

spread

on

excess

securities

-

net*

($0.45 -

0.50)

IT/Risk/Audit

investments

#

($0.10 -

0.15)

Denovo investments

initial first year dilution (per 50 branches)

($0.02-0.03)

Senior management changes

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12

Mid-quarter update —

expectations

Core results slightly lower than 2Q06

Solid noninterest income, expense trends,

mitigated by higher  charge-offs

Net interest income expected to be relatively

flat; NIM down 3-5 bps

Loan growth in mid-high single digits vs. 3Q05

Deposit growth in mid-single digits vs. 3Q05

Charge-offs return to more normal mid-40s bps

range

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Balance sheet

rationalization

Mortgage/home equity

Indirect auto

Denovos

Credit cards

Open issues and decisions

Conservative, “vanilla”

capital structure

“Underwater”

securities, liability sensitivity

Share repurchases

Alternative financing structures to permit

more consistent activity and profitability

Broaden product mix

Review LTV parameters

Portfolio unrepresentative of market

position —

strategic plan for growth

How many; where

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14

Fifth Third: Moving forward

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 return

Lehman Brothers Financial Services Conference, September 2006

15

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.