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): June 5, 2013

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

001-33653	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)

(800) 972-3030

(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 June 5, 2013, Fifth Third Bancorp will present at the Deutsche Bank Financial Services Investor 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)
June 5, 2013	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and
	Chief Financial Officer

EX-99.1

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Fifth Third Bank | All Rights Reserved

Deutsche Bank Financial Services

Investor Conference

Dan Poston

Executive Vice President & Chief Financial Officer

June 5, 2013

Please refer to earnings release dated April 18, 2013 and

10-Q dated May 9, 2013 for further information

Exhibit 99.1

2

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Fifth Third Bank | All Rights Reserved

A strong franchise with strong momentum

Return on avg. assets

Net charge-off ratio

Net income available to

common shareholders ($MM)

Generated highest level of net income

to common shareholders since 2005.

Improving profitability approaching

target for normalized environment.

Problem assets are at the lowest

levels in five years.

Tier 1 common ratio*

Total payout ratio

ALLL / NPLs

Coverage levels more than adequate

to protect against potential losses.

Capital ratios continue to be strong

and grow to record levels.

Payouts to shareholders

approached $1B in 2012.

31%

63%

11%

Other

* Non-GAAP measure; see Reg. G reconciliation on page 10.

Vantiv

0.64%

0.67%

1.15%

1.34%

2009

2010

2011

2012

3.20%

3.02%

1.49%

0.85%

2009

2010

2011

2012

$511

$503

$1,094

$1,541

2009

2010

2011

2012

6.99%

7.48%

9.35%

9.51%

2009

2010

2011

2012

127%

179%

157%

180%

2009

2010

2011

2012

6%

6%

23%

21%

2009

2010

2011

2012

Dividends

Share Repurchase

3

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Fifth Third Bank | All Rights Reserved

Strong revenue and profit generation

Peer med. 1.7%

2.1%

1Q13 returns strong relative to peers

ROAA

ROATCE

•

Business mix provides higher than average diversity between spread and fee

revenues (45+% of revenue)

•

Relatively strong margin and relatively high fee income contribution drives strong

profitability despite interest rate environment

1Q13 PPNR* / Average Assets

PPNR and ROATCE are Non-GAAP measures. See Reg. G reconciliation on page 10.

* Excludes securities gains / losses for FITB and peers. Also excludes goodwill impairment charge for peers as applicable.

Significant purchase

accounting benefit               

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

USB

WFC

MTB

BBT

FITB

PNC

HBAN

STI

RF

KEY

CMA

ZION

1.41%

1.09%

FITB

Peer Median

15.5%

13.7%

FITB

Peer Median

Source: SNL Financial and Company Reports. Data as of 1Q13. Peer median includes: BBT, CMA, HBAN, KEY, MTB, PNC, RF, STI, USB, WFC, and ZION.

4

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Fifth Third Bank | All Rights Reserved

Strong capital position and strong capital

generation support ability to return capital to shareholders

Total payout yield (5 quarters through 3/31/13)

Total payout yield for the period 01/01/12-03/31/13 uses stock price and market  cap as of 5/29/13.

Increased quarterly common stock dividend 38%

and repurchased 5.5% of outstanding common stock

~$1.2 billion in capital returned

to common shareholders

(5 quarters through 3/31/13)

$175MM

Vantiv-related

repurchases

$600MM

other

repurchases

$421MM

dividends

7.3%

7.0%

6.4%

5.4%

5.3%

4.8%

3.3%

3.3%

3.1%

0.8%

0.6%

0.5%

0.2%

0%

1%

2%

3%

4%

5%

6%

7%

8%

FITB

CMA

USB

HBAN

KEY

WFC

PNC

MTB

BBT

STI

COF

RF

ZION

$0

$200

$400

$600

$800

$1,000

$1,200

2012 CCAR

5

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Fifth Third Bank | All Rights Reserved

Strategic focus areas

Business

Growth Opportunities

Expense Opportunities

Retail Banking

•

Deepen share of wallet and cross sell

•

Attract and retain households

through product offerings valued by

customers (simplified deposits,

bundles)

•

Lower cost to serve through

multi-channel distribution and

branch efficiencies

•

Continue to enhance mobile, web,

and ATM channels

Commercial Banking

•

Grow lead relationships, fee income,

and loans

•

Continue to leverage industry

expertise in verticals for additional

growth

•

New treasury management product

offerings

•

Enhanced productivity of sales

staff

•

Streamline credit process

Business Banking

•

Attract and retain relationships

through innovative credit products

and attractive new product bundles

•

Improve cost structure by

aligning channels and cost to

serve

Wealth Management

•

Investment and retirement focus

•

Enhance productivity through

new sales tools for advisors

Residential Mortgage

•

Drive higher purchase origination

volume

•

Further improve origination and

servicing cost

•

If and when volumes decline,

variable costs decline and fixed

costs reduced over time

6

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Fifth Third Bank | All Rights Reserved

Well-positioned for success and leadership in new banking landscape

Key themes

Strong levels of

profitability

Broad-based

credit

improvements

Exceed fully

phased-in Basel

III capital

standards today

Well-established

franchise in key

markets

Organic growth

success

Continued

investments to

maintain and

enhance

revenue-

generation

Disciplined

expense control

Traditional

banking focus

consistent with

direction of

financial reform

7

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Fifth Third Bank | All Rights Reserved

Cautionary statement

This report contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as

amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans,

objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely

result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or

phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs

such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as

they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on

Form 10-K. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as

any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are

made and based only on information then actually known to us.

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 and weakening in the economy, specifically the real estate market, either nationally 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) deteriorating credit

quality; (3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic

conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale

volumes, charge-offs and loan loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of

funding and liquidity; (7) maintaining capital requirements may limit Fifth Third’s operations and potential growth; (8) changes and

trends in capital markets; (9) problems encountered by larger or similar financial institutions may adversely affect the banking

industry and/or Fifth Third; (10) competitive pressures among depository institutions increase significantly; (11) effects of critical

accounting policies and judgments; (12) changes in accounting policies or procedures as may be required by the Financial

Accounting Standards Board (FASB) or other regulatory agencies; (13) 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, including the Dodd-Frank Wall Street Reform and

Consumer Protection Act; (14) ability to maintain favorable ratings from rating agencies; (15) fluctuation of Fifth Third’s stock price;

(16) ability to attract and retain key personnel; (17) ability to receive dividends from its subsidiaries; (18) potentially dilutive effect of

future acquisitions on current shareholders’ ownership of Fifth Third; (19) effects of accounting or financial results of one or more

acquired entities; (20) difficulties from the separation of or the results of operations of Vantiv, LLC; (21) loss of income from any sale

or potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (22) ability to secure

confidential information and deliver products and services through the use of computer systems and telecommunications networks;

and (23) the impact of reputational risk created by these developments on such matters as business generation and retention,

funding and liquidity.

You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further

information on other factors, which could cause actual results to be significantly different from those expressed or implied by these

forward-looking statements.

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Fifth Third Bank | All Rights Reserved

Appendix

9

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Fifth Third Bank | All Rights Reserved

($ in millions)

1Q12

2Q12

3Q12

4Q12

1Q13

Income before income taxes (U.S. GAAP) (a)

$603

$565

$503

$540

$591

Add: Provision expense (U.S. GAAP) (b)

91

71

65

76

62

PPNR (a) + (b)

$694

$636

$568

$616

$653

Adjustments to remove (benefit) / detriment^:

In noninterest income:

Gain from Vantiv IPO (1Q12) and sale of shares (4Q12)

(115)

-

-

(157)

-

Vantiv debt refinancing

34

-

-

-

-

Valuation of 2009 Visa total return swap

19

11

1

15

7

Vantiv warrant & puts

(46)

(56)

16

19

(34)

Valuation of bank premises moved to HFS

-

17

-

-

-

Litigation reserve additions in revenue

-

6

-

-

-

Sale of certain Fifth Third funds

-

-

(13)

-

(7)

Securities (gains) / losses

(9)

(3)

(2)

(2)

(17)

In noninterest expense:

Debt extinguishment (gains) / losses

9

-

26

134

-

Non-income tax related assessment resolution

(23)

-

-

-

-

Sale of certain Fifth Third funds

-

-

2

-

-

Severance expense

6

-

-

-

-

FDIC insurance expense

-

(9)

-

-

-

Gain on sale of affordable housing

-

(8)

(5)

-

(9)

Litigation reserve additions in expense

14

(1)

5

13

9

Adjusted PPNR

$583

$593

$598

$638

$602

Credit-related items^^:

In noninterest income

14

17

14

13

10

In noninterest expense

34

40

59

68

24

Credit-adjusted PPNR**

$631

$650

$671

$719

$636

Pre-tax pre-provision earnings*

PPNR trend

* Non-GAAP measure.  See Reg. G reconciliation on page 10.

** There

are

limitations

on

the

usefulness

of

credit-adjusted

PPNR,

including

the

significant

degree

to

which

changes

in

credit

and

fair

value

are

integral,

recurring

components

of

the

Bancorp’s

core operations as a financial institution. This measure has been included herein to facilitate a greater understanding of the Bancorp’s financial condition.

^ Prior quarters include similar adjustments.

^^ See

Slides

7

and

8

of

“1Q13

Conference

Call

Presentation”

(dated

4/18/13)

for

detailed

breakout

of

credit-related

items.

# 60% also excluding  4Q12 mortgage repurchase reserve build

•

PPNR of $653MM up 6% from 4Q12 levels and down 6% from

prior year

•

Adjusted PPNR of $602MM, down 6% sequentially and up 3%

from prior year

–

Sequential change due primarily to lower mortgage

revenue and seasonal increase in FICA and

unemployment expense, partially offset by lower credit

costs

PPNR reconciliation

Efficiency ratio

10

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Fifth Third Bank | All Rights Reserved

Regulation G Non-GAAP reconciliation

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconcilation

$ and shares in millions

(unaudited)

March

December

September

June

March

2013

2012

2012

2012

2012

Income before income taxes (U.S. GAAP)

$591

$540

$503

$565

$603

Add:

Provision expense (U.S. GAAP)

62

76

65

71

91

Pre-provision net revenue (a)

653

616

568

636

694

Net income available to common shareholders (U.S. GAAP)

413

390

354

376

421

Add:

Intangible amortization, net of tax

1

2

2

2

3

Tangible net income available to common shareholders

414

392

356

378

424

Tangible net income available to common shareholders (annualized) (b)

1,679

1,559

1,416

1,520

1,705

Average Bancorp shareholders' equity (U.S. GAAP)

13,779

13,855

13,887

13,628

13,366

Less:

Average preferred stock

(398)

(398)

(398)

(398)

(398)

Average goodwill

(2,416)

(2,417)

(2,417)

(2,417)

(2,417)

Average intangible assets

(26)

(28)

(31)

(34)

(38)

Average tangible common equity (c)

10,939

11,012

11,041

10,779

10,513

2012

2011

2010

2009

Total Bancorp shareholders' equity (U.S. GAAP)

$13,716

$13,201

$14,051

$13,497

Goodwill and certain other intangibles

(2,499)

(2,514)

(2,546)

(2,565)

Unrealized gains

(375)

(470)

(314)

(241)

Qualifying trust preferred securities

810

2,248

2,763

2,763

Other

33

38

11

(26)

Tier I capital

11,685

12,503

13,965

13,428

Less:

Preferred stock

(398)

(398)

(3,654)

(3,609)

Qualifying trust preferred securities

(810)

(2,248)

(2,763)

(2,763)

Qualifying noncontrolling interest in consolidated subsidiaries

(48)

(50)

(30)

-

Tier I common equity (d)

10,429

9,807

7,518

7,056

Risk-weighted assets, determined in accordance with

prescribed regulatory requirements (e)

109,699

104,945

100,561

100,933

Ratios:

Return on average tangible common equity (b) / (c)

15.5%

14.1%

12.8%

14.1%

16.2%

Tier I common equity (d) / (e)

9.51%

9.35%

7.48%

6.99%

For the Three Months Ended

For the Year Ended