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 6, 2013

(Exact Name of Registrant as Specified in Its Charter)

OHIO	001-33653	31-0854434
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (800) 972-3030

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))

FORWARD-LOOKING STATEMENTS

This report contains statements about Fifth Third Bancorp (“Fifth Third”) that we believe are “forward-looking statements” 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. 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 those described in this current report on Form 8-K or the documents incorporated by reference herein, including 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 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. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 6, 2013, Paul L. Reynolds, Executive Vice President, Chief Risk Officer and Secretary of Fifth Third Bancorp (“Fifth Third”) announced his retirement from those positions effective as of July 31, 2013. Mr. Reynolds will remain employed with Fifth Third through the end of 2013 to assist with various pending matters and transition of his responsibilities.

Item 8.01 Other Events

On June 10, 2013, Fifth Third announced that Frank Forrest will be joining Fifth Third as its new Chief Risk and Credit Officer in September, 2013. Also on June 10, 2013, Fifth Third separately announced that Mary E. Tuuk, market president of Fifth Third Bank (Western Michigan), will assume the role of Executive Vice President of Corporate Services, and that Todd F. Clossin, Chief Administrative Officer, will retire effective as of July 5, 2013. Following Mr. Reynolds’ retirement, Ms. Tuuk will assume the duties of Secretary of Fifth Third Bancorp, and will also serve as interim Chief Risk Officer until Mr. Forrest joins the company.

For more information regarding the hiring of Mr. Forrest, please see the press release attached hereto as Exhibit 99.1, which press release 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 News Release dated June 10, 2013.

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 10, 2013	/s/ DANIEL T. POSTON
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CONTACT:	Larry Magnesen (Media)	FOR IMMEDIATE RELEASE
	(513) 534-8055	June 10, 2013
	Jim Eglseder (Investors)
	(513) 534-8424

Fifth Third Names Frank Forrest as Chief Risk and Credit Officer

Cincinnati – Fifth Third Bancorp (FITB) today announced that it has named Frank Forrest as chief risk and credit officer, effective September 2013.

Forrest will join Fifth Third from Bank of America where he has held numerous positions over the past 25 years in credit and risk management, including Global Debt Products Executive and Commercial Banking Risk Management Executive.

Forrest brings broad-based credit and operational risk management experience across multiple lines of business, including commercial and corporate banking, small business, commercial real estate, leasing, auto dealer finance and investment banking. In his career, Forrest has led change initiatives related to risk management structure, end-to-end credit delivery processes, and acquisition integration. Prior to joining Bank of America, Forrest worked at the U.S. Department of Treasury, Office of the Comptroller of the Currency as a national bank examiner. Forrest graduated from Florida State University with a Bachelor of Science degree in accounting and finance.

In his new role, Forrest will report to Kevin T. Kabat, vice chairman and CEO of Fifth Third.

“Frank’s extensive experience and his breadth of knowledge in the banking industry will help us continue to deepen our risk management disciplines,” Kabat said. “He brings extensive leadership experience in a broad set of businesses of relevance to Fifth Third Bank.”

In the chief risk officer position, Forrest succeeds Paul Reynolds, current chief risk officer, who will retire at the end of the year. Kabat said, “Paul’s many contributions to Fifth Third in a variety of roles, and his counsel to me over the years have been of immense value to our company, and we all thank him for his dedicated service and wish him well.” Forrest also fills the open chief credit officer position.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $121 billion in assets and operates 18 affiliates with 1,321 full-service Banking Centers, including 104 Bank Mart^® locations open seven days a week inside select grocery stores and 2,439 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 28% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2013, had $318 billion in assets under care, of which it managed $27 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the Nasdaq^® Global Select Market under the symbol “FITB.” Fifth Third Bank was established in 1858. Member FDIC.

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