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 11, 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 September 11, 2007, Fifth Third Bancorp will present at the Lehman Brothers 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 11, 2007	/s/ Christopher G. Marshall
	Christopher G. Marshall Executive Vice President and Chief Financial Officer

EX-99.1

Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

Lehman Brothers

Financial Services Conference

Kevin Kabat, President and CEO

September 11, 2007

Exhibit 99.1

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

Fifth Third profile

$101 billion assets (#13)

$20 billion market cap* (#12)

1,167 banking centers

2,132 ATMs

18 affiliates in 10 states

$1.5 billion operating income

#

* as of 8/24/07.

#

2Q07 annualized.

Cincinnati

Florence

Louisville

Lexington

Nashville

Atlanta

Augusta

Orlando

Tampa

Naples

Raleigh

Charlotte

Huntington

Pittsburgh

Cleveland

Columbus

Toledo

Detroit

Grand Rapids

Traverse

City

Chicago

Evansville

St. Louis

Jacksonville

Indianapolis

Fifth Third’s current footprint

R-G Crown

First Charter

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Diversified franchise

38%

14%

29%

9%

10%

2007 Revenue -

$6 billion*

Branch

Banking

$2.3B

FTPS

$835M

Investment

Advisors

$563M

Commercial

Banking

$1.7B

Consumer Lending

$581M

Branch Banking (38% of earnings)

Retail & Business banking

2.7 million households

1,167 branches, 2,132 ATMs

Commercial Banking (29%)

Corporate & Middle Market Lending, Treasury Services, International

Trade Finance, Commercial leasing and syndicated finance

Processing Solutions (FTPS) (14%)

Over 145,000 merchant locations

Processes transactions for over 2,400 Financial Institutions

3

leading issuer of MasterCard Branded debit cards

Consumer Lending (10%)

8,700 dealer indirect auto lending network

$40.9 billion mortgage servicing portfolio

Federal and private student education loans

Investment Advisors (9%)

2,000 Registered Representatives

423 Private Bank Relationship Managers

Over 80,000 Private Bank Relationships

*Represents tax-equivalent revenue. Excludes $(256)MM general corporate and other;

data YTD annualized.

1

Source Media 2007 edition

rd

1

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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

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(CAGR: YTD 2007

vs. YTD 2003: per share)

Source:

SNL

Financial;

data

shown

per

share

to

adjust

for

effect

of

acquisitions.

1

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);

3

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

Strong underlying performance

14.9%

13.6%

15.2%

ROE

1

58.5%

58.6%

56.1%

Efficiency ratio

17%

13%

23%

Credit card loan growth

N/A

14%

16%

Processing fee growth

3%

5%

7%

Core deposit growth

7%

9%

14%

Loan growth

Midwest

Peers

3

Peer

Group

2

Fifth Third

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Strategic focus: 2007–2009

Strategic focus: 2007–2009

Deliver growth in excess of industry

Enhance the customer experience

Increase employee engagement

Institutionalize enterprise operational excellence

Banking

Banking

Processing

Processing

Investments

Investments

Employee

Engagement

Customer

Experience

Operational

Excellence

Fifth Third

Bank

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Growth opportunities

Areas of evident success

—

De novo –

accelerate new branch openings

—

Healthcare –

enhance product offerings, specialized channel

—

Credit card –

increase cardholder acquisition

Works in progress

—

Middle market expansion –

expand products, services, and

sales

—

Small business banking –

leverage existing distribution

channels

—

Commercial underserved markets –

targeted markets for

deployment of additional bankers and teams

Deferred

—

Commercial new markets (LPOs) –

targeted markets for

deployment of additional bankers and teams

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De novo activities

•

Opened 55 total new branches in

the past 12 months

•

Continue to invest in high

opportunity markets

•

Site selection focuses on market

potential, predictive modeling and

IRR optimization

•

De novo activity has been, and will

continue to be, of significant

economic value to Fifth Third

2007-

2009 planned builds

47%

28%

7%

18%

Florida

Chicago

Other

Tennessee

* Six years

De novo statistics

•

Mature* deposits

$40MM

•

Mature* loans

$13MM

•

Expected IRR

20%+

•

Breakeven

20 months

•

Cumulative breakeven

36 months

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

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 | 2007 Lehman Brothers Financial Services Conference

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

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Fifth Third: relative service performance

54%

29%

76%

74%

51%

58%

0%

20%

40%

60%

80%

100%

Overall

Satisfaction

Loyalty

Problem

Incidence

3Q05

2Q07

45%

55%

36%

46%

27%

21%

2007 Key Actions

Financial Center service optimization

initiative launched

Add KDI component to new incentive

compensation plan

Financial Center action planning in

place

Implementing  a consistent process

and support tools for handling

customers problems at the Financial

Centers and Call Center

Creating a central escalation team to

manage problems that cannot be

resolved immediately

Source : Gallup Customer Surveys: 3Q05/2Q07

Percentages within bars =                                      

% of surveyed customers rating metric at target level

or experiencing a problem

Goal: 75

th

percentile

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

Copyright ©

2007 The Gallup Organization, Princeton, NJ. All rights reserved.

14

59

54

24

32

17

0%

20%

40%

60%

80%

100%

Fifth Third Bank Overall 2005

Fifth Third Bank Overall 2007

Engaged

–

Loyal and psychologically

committed

Not Engaged

–

Productive but not psychologically

connected

Disengaged

1.41:1

2.29:1

Ratio of Engaged to

Actively Disengaged

* Source: Gallup Poll data of U.S. working population 18 years and older, accumulated during 2006

2.67:1

2007 Gallup Overall Database

2.00:1

U.S. Working Population*

Employee Engagement update

+33%

-

8%

-18%

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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 | 2007 Lehman Brothers Financial Services Conference

Capital plan

Current tangible capital levels very strong

—

Tangible common equity/tangible assets ratio of 6.92% at 6/30/2007

—

Post acquisition TCE/TA target: 6.5% (Crown = 45 bps, First Charter = 35 bps)

2007 plans

—

Improve efficiency of capital structure through limited substitution of hybrids

for common stock

—

Remaining share repurchase authorization of approximately 22 million shares

(as of 6/30/2007)

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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Residential real estate -

topical areas*

Mortgage: $8.5B outstanding

—

1

st

liens: 100%

—

Weighted average LTV: 80%; weighted average FICO: 720

–

Origination FICO bands:                                        

<659 13%; 660-689 11%; 690-719 17%; 720-749 18%; 750+ 39%

(note: loans <659 includes CRA loans and FHA/VA loans)

—

% through broker: 10%

—

NPAs: $112MM (1.30%); over 90s: $98MM (1.15%)

—

Charge-offs: $16MM YTD (0.38%)

OH

34%

IL

10%

KY

9%

FL

6%

MI

23%

IN

11%

Other

7%

OH

30%

FL

23%

IL

7%

KY

6%

MI

18%

IN

8%

Other

8%

* All data as of 6/30/07

Home equity: $11.8B outstanding

—

1

st

liens:

30%;

2

nd

liens:

70%

(25%

of

2

nd

liens

behind

FITB

1

st

s)

—

Weighted average CLTV: 78% (1

st

liens 62%; 2

nd

liens 83%)

—

Weighted average FICO: 742 (1

st

liens 750; 2

nd

liens 740)

–

Origination FICO bands:                                        

<659 5%; 660-689 10%; 690-719 16%; 720-749 20%; 750+ 48%

—

% through broker: 23% (broker WA FICO 735; direct WA FICO 745)

—

NPAs: $68MM (0.58%); over 90s: $61MM (0.52%)

—

Charge-offs: $36 million YTD (0.61%)

No subprime

Alt A originations: 2Q07 $192MM; $123MM warehouse, WA FICO 702, WA LTV 73%

—

$38MM in loan portfolio (viewed as unsaleable

in current market environment), WA FICO 698

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

Commercial portfolio -

topical areas*

Commercial real estate (CRE)

Total outstandings

$16.5B

—

Commercial mort     $11.0B (50% owner occ’d)

—

Construction

5.5B (20% owner occ’d)

Total CRE

16.5B (40% owner occ’d)

Total CRE exp        $20.2B

—

Average size

$1MM (relationship)

—

39% of commercial loans, 22% of total loans

Problem assets

—

NPAs

$183MM (1.11%)

—

> 90 days past due       70MM (0.42%)

—

YTD charge-offs           35MM (0.41%)

Syndicated lending

Total loans

~$4B outstandings

—

PD rating

#

5.5 vs. 6.5 for

commercial portfolio

—

Ave size

~$8 million

—

Relationships

~550

< 10% of commercial loans, < 5% total loans

Leveraged^

< $200MM outstandings

—

Ave size

~$6MM

—

Relationships                 ~20

—

Syndication warehouse $100 million

–

No “hung”

deals

Problem assets

–

NPAs

$12MM

–

>90 days past due     0MM

Commercial paper conduit

$3.3B facility

—

High quality, short-term commercial loans,

commercial receivables, commercial

securities

—

No subprime, mortgage assets in conduit

Fully backed and enhanced by Fifth Third Bank

—

Liquidity facility not utilized to date (9/7/07)

#

Weighted average probability of default rating

^Regulatory HLT definition, i.e., priced at L+250 bps or greater

Office

23%

Other

11%

Raw

land

5%

Land

under

devel't

7%

Indu

14%

Apts

18%

Retail

18%

Devel'd

land

4%

CRE

collateral

type

* All data as of 6/30/07

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

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

—

Pricing metrics in line or better than comparable transactions

—

Accretion within a reasonable timeframe

—

Deal IRR hurdle of mid-teens

Protection of debt ratings

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

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

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Appendix

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

First Charter Acquisition

Manageable

risks

$4.9 billion in assets, $3.2 billion in deposits, 59 branches

–

Immediate presence in Charlotte, ranking 4th in deposit market share

–

Entry into the Charlotte, Raleigh-Durham and Atlanta markets

–

5 branches in Raleigh serve as a base for future growth

Opportunity to develop Georgia presence

Helps connect Fifth Third’s Midwest and Florida operations

Cash EPS accretion, operating EPS neutrality achieved within two

years of

closing*, excluding revenue synergies

IRR of 14%, excluding revenue synergies

Achievable cost savings, earnings growth assumptions; Significant revenue

enhancement opportunities present but not modeled

Price/earnings ratio, price/book ratio, price/tangible book ratio considerably

lower than comparable deals

Maintaining target TCE/TA ratio of 6.5%

Strong credit history

–

Recent Penland situation an isolated situation, reserves adequate

–

Remaining portfolio continues to perform relatively well

Previous financial reporting issues solved and behind the company

Transaction

highlights

Financial

discipline

* Assumes 1Q08 closing, 1Q09 measurement date.

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Fifth Third Bank | All Rights Reserved | 2007 Lehman Brothers Financial Services Conference

Additional information

Where You Can Find Additional Information About The Merger

The proposed Merger will be submitted to First Charter’s shareholders for consideration.  Fifth Third will file a Form S-4 Registration

Statement, First Charter will file a Proxy Statement and both companies will file other relevant documents regarding the Merger with

the Securities and Exchange Commission (the “SEC”).  First Charter will mail the Proxy Statement/Prospectus to its shareholders. 

These documents, and any applicable amendments or supplements, will contain important information about the Merger, and Fifth

Third and First Charter urge you to read these documents when they become available.

You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at the SEC’s website (www.sec.gov).

You may also obtain these documents free of charge from Fifth Third’s website (www.53.com) under the heading “About Fifth Third”

and then under the heading “Media and Investors-Investor Relations”

and then under the item “SEC Filings.”

You may also obtain

these documents, free of charge, from First Charter’s website (www.FirstCharter.com) under the section “About First Charter”

and then

under the heading “Investor Relations”

and then under the item “Financial Reports / SEC Filings.”

Participants in The Merger

Fifth Third and First Charter and their respective directors and

executive officers may be deemed participants in the solicitation of

proxies from First Charter’s shareholders in connection with the Merger. Information about the directors and executive officers of Fifth

Third and First Charter and information about other persons who may be deemed participants in the Merger will be included in the

Proxy Statement/Prospectus. You can find information about Fifth

Third’s executive officers and directors in its definitive proxy

statement filed with the SEC on March 9, 2007. You can find information about First Charter’s executive officers and directors in its

definitive proxy statement filed with the SEC on March 25, 2007.

You can obtain free copies of these documents from the websites of

Fifth Third, First Charter or the SEC.