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): December 11, 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 December 11, 2013, Fifth Third Bancorp will present at the Goldman Sachs 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)
December 11, 2013	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Executive Vice President and
	Chief Financial Officer

EX-99.1

©

Fifth Third Bank | All Rights Reserved

Goldman Sachs

U.S. Financial Services Conference

Tayfun Tuzun

Executive Vice President & Chief Financial Officer

December 11, 2013

Please refer to earnings release dated October 17, 2013 and 10-Q dated

November 6, 2013 for further information.

Exhibit 99.1

2

©

Fifth Third Bank | All Rights Reserved

YTD earnings per diluted share of $1.58 up 29% from prior year

—

Included $327MM of pre-tax gains on the sale of Vantiv shares and $116MM of

positive Vantiv warrant valuation

YTD return on assets of 1.6% (or 1.3% ex-Vantiv) and return on average tangible

common equity¹

of 17.0% (or 13.5% ex-Vantiv)

YTD pre-provision net revenue¹

up 17% from prior year (fees up 19%; expenses up 2%)

Strong year-to-date 2013 results

1

Non-GAAP measure; see Reg. G reconciliation in appendix.

•

Traditional commercial banking franchise built on customer-oriented localized operating

model

—

Segment and industry specialization in mid-corporate, energy, and healthcare within

commercial bank

•

Strong deposit market share in key markets with focus on further

improving share of wallet

•

Optimizing retail distribution strategy and prioritizing key segments within consumer bank

•

Continue to execute on capital plans

—

Issued $450MM of Series I preferred stock in 4Q13

—

Submitted notice for $750MM of outstanding TruPS to be redeemed on December 30

—

Recently announced $200MM and $456MM share repurchase agreements

3

©

Fifth Third Bank | All Rights Reserved

Strong capital position and capital generation

support ability to return capital to shareholders

Source:

SNL

Financial.

Cumulative

payouts

calculated

as

(total

common

dividends

paid

+

total

common

stock

repurchased)

/

net

income

available

to

common

shareholders.

1

Not including any potential future incremental repurchases of common shares in the amount of any after-tax gains from the sale of Vantiv, Inc. stock.

2

Included $157MM of repurchases related to after-tax gains from the sale of Vantiv, Inc. stock.

Cumulative Payouts of CCAR BHCs

(1Q12 –

3Q13)

$539MM

repurchases²

$207MM

dividends

(through 2 Quarters)

$656MM

repurchases

announced

in 4Q13¹

FITB 2013 CCAR Distributions

(2Q13 –

1Q14)

Trust

banks

Coml

banks

2013 CCAR

4

©

Fifth Third Bank | All Rights Reserved

Building shareholder value

9.5%

9.9%

3Q13 Tier 1

common ratio¹

(Basel I)

3Q13 Tier 1

common ratio¹

(Basel III)

Relative to 5.0% unofficial CCAR

supervisory reference minimum

Relative to 2015 Basel III minimum

of

4.5% and 2019 Basel III buffered

minimum of 7.0%

Common Shares Outstanding and

Tangible Book Value

Source: SNL Financial. Peer bank average includes: BAC, BBT, BK,

C, COF, HBAN, JPM, KEY, MTB, PNC, RF, STI, STT, USB, WFC, and ZION.

1

Non-GAAP measure; see Reg. G reconciliation in Appendix. Capital ratios presented under current U.S. capital regulations. The pro forma Basel III Tier I common equity

ratio is management’s estimate based upon its current interpretation of recent prospective regulatory capital requirements approved in July 2013.

FITB shares outstanding declined 4%

compared with 1% decline in peer bank median.

5

©

Fifth Third Bank | All Rights Reserved

Consumer bank evolution

•

Shift focus to full relationship

approach away from single product,

transaction-based banking

–

Discontinued free checking

–

Began offering bundled products

and services, including Identity Alert

–

Introduced Financial Needs

Assessments to uncover additional

opportunities

•

Started roll out of image-enabled ATMs

•

Deposit Simplification initiative

–

2.1 million checking households converted to

new products

–

25 checking and 17 savings products reduced

to 5 checking and 3 savings products

–

Enhanced product offerings based on

customer feedback

•

Expanded bundled deposit product offerings

–

Homeowner Plus Value Package

–

DUO card

–

Access 360 card

•

Automated Financial Needs Assessments

•

Mobile banking launch and image-enabled ATM

acceleration

©

Fifth Third Bank | All Rights Reserved

Next generation retail optimization

Integrated channel strategy for efficiency and enhanced customer

experience

—

Redefine Branch Operating Model

—

Enhance POS technology and sales tools –

Image ATMs across all affiliates

—

Incentives for self service and digital channels –

Enhanced mobile features

—

Reshape physical distribution model

Consultative sales to next level

—

Execution consistency

—

State-of-the-art service tools

Deeper penetration in high value segments

—

New coverage strategy and differentiated service and fulfillment

model

—

Dedicated specialist to focus on high value segments

—

Significant focus on training

Continuous product optimization and innovation

—

R&D –

Technology, product design, service and delivery

2014

2013

6

—

New branch pilots and test concepts to streamline cost structure

©

Fifth Third Bank | All Rights Reserved

Changing landscape of consumer bank

Deposit Transaction Volume by Channel

25% of consumer deposit transactions now through self-service channels;

significant opportunity remains

Branch

ATM

Mobile

Total Teller Transactions

70%

of teller transactions eligible for

self-service (ATM or mobile) today

Cost per Transaction

relative to teller transaction

Substantially lower cost to serve

7

8

©

Fifth Third Bank | All Rights Reserved

Integrated channel strategy to drive efficiency

In-Branch ATM Pilot

Results in Representative Market

Year-over-year change in teller deposits by month

•

In-branch ATM pilot conducted in 10 financial centers in 2 markets

•

Tested ability to help migrate basic withdrawal / deposit

transactions through lobby management

•

83% of customers in pilot were first time users of ATM for check

deposit; 8% were first time users of mobile for check deposit

Redefine branch

operating model

1

Enhance multi-channel

customer experience

2

Migrate customers to

self-service and digital

channels

3

Reshape physical

distribution model

4

Major Focus Areas

9

©

Fifth Third Bank | All Rights Reserved

Very favorable execution trends

Cross Sell Ratio

Single Service Households

Revenue Per Household

Note: Retail cross sell service set includes Checking, Savings, CD, Home Equity, Direct/Indirect Loan, Mortgage (incl EHR), Credit Card, Annuity, Brokerage,  Insurance,

Early Access, Debt Protection, ID Alert, Debit Card, Access 360,

Online Bill Pay, Direct Deposit, Mobile Banking and Internet Banking. Households with Access 360 only

are not included.

Alternative channel delivery

% of checking households that use

mobile banking

10

©

Fifth Third Bank | All Rights Reserved

Investment thesis

Strong profitability approaching target range for normalized environment

•

Problem assets at very

low levels and strong

reserve coverage

•

Capital levels solid

despite increased

payouts to shareholders

•

Industry leader in earnings

power with strong returns

and efficient businesses

Strategic focus areas

•

Targeted industry concentrations

•

Robust product set

•

Talent acquisition and training to

leverage investments

•

Completed change in product suite and

customer

migration

-

focus

on

value

delivered

•

Consultative, client-centric sales process

•

Evolving distribution network given adoption

of mobile and internet

•

Continuous product optimization and

innovation

Driving Commercial Bank growth

Adapting Consumer Bank for long term profitability

11

©

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.

©

Fifth Third Bank | All Rights Reserved

Appendix

13

©

Fifth Third Bank | All Rights Reserved

($ in millions)

3Q12

4Q12

1Q13

2Q13

3Q13

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

$503

$540

$591

$841

$605

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

65

76

62

64

51

PPNR (a) + (b)

$568

$616

$653

$905

$655

Adjustments to remove (benefit) / detriment²:

In noninterest income:

Gain from sales of Vantiv shares

-

(157)

-

(242)

(85)

Vantiv warrant & puts

16

19

(34)

(76)

(6)

Valuation of 2009 Visa total return swap

1

15

7

5

2

Sale of certain Fifth Third funds

(13)

-

(7)

-

-

BOLI settlement

-

-

-

(10)

-

Securities (gains) / losses

(2)

(2)

(17)

-

(2)

In noninterest expense:

Debt extinguishment (gains) / losses

26

134

-

-

-

Severance expense

2

3

3

1

5

Sale of certain Fifth Third funds

2

-

-

-

-

Large bank assessment fees

-

-

-

-

5

Gain on sale of affordable housing investments

(5)

-

(9)

(2)

(1)

Additions to litigation reserves

5

13

9

51

30

Adjusted PPNR

$600

$640

$605

$632

$603

Credit-related items³:

In noninterest income

14

13

10

6

5

In noninterest expense

59

68

24

35

16

Credit-adjusted PPNR

4

$673

$721

$639

$673

$624

Pre-tax

pre-provision

earnings

PPNR trend

1

Non-GAAP measure; see Reg. G reconciliation on following pages.

2

Prior quarters include similar adjustments.

3

See

Slide

7

and

Slide

8

of

earnings

presentation

dated

10/17/13

for

detailed

breakout

of

credit-related

items.

4

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.

Note: 3Q13 also included a $15 million reduction in the mortgage representation and warranty reserve; 2Q13, 4Q12, and 3Q12 also

included mortgage repurchase reserve

builds of $9 million, $26 million, and $24 million, respectively, related to additional guidance received from Freddie Mac. These impacts are reflected in “Credit-related items in

noninterest expense”

listed above.

PPNR of $655MM up 15%; Adjusted PPNR of $603MM up 1% from 3Q12.

PPNR reconciliation

PPNR      $568              $616              $653             

$905              $655

1

14

©

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)

September

June

March

December

September

2013

2013

2013

2012

2012

Income before income taxes (U.S. GAAP)

$604

$841

$591

$540

$503

Add:

Provision expense (U.S. GAAP)

51

64

62

76

65

Pre-provision net revenue (a)

655

905

653

616

568

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

421

582

413

390

354

Add:

Intangible amortization, net of tax

1

1

1

2

2

Tangible net income available to common shareholders

422

583

414

392

356

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

1,674

2,338

1,679

1,559

1,416

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

14,440

14,221

13,779

13,855

13,887

Less:

Average preferred stock

(593)

(717)

(398)

(398)

(398)

Average goodwill

(2,416)

(2,416)

(2,416)

(2,417)

(2,417)

Average intangible assets

(22)

(24)

(26)

(28)

(31)

Average tangible common equity (c)

11,409

11,064

10,939

11,012

11,041

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

14,641

14,239

13,882

13,716

13,718

Less: 

Preferred stock

(593)

(991)

(398)

(398)

(398)

Goodwill

(2,416)

(2,416)

(2,416)

(2,416)

(2,417)

Intangible assets

(21)

(23)

(25)

(27)

(30)

Tangible common equity, including unrealized gains / losses (d)

11,611

10,809

11,043

10,875

10,873

Less: Accumulated other comprehensive income / loss

(218)

(149)

(333)

(375)

(468)

Tangible common equity, excluding unrealized gains / losses (e)

11,393

10,660

10,710

10,500

10,405

Total assets (U.S. GAAP)

125,673

123,360

121,382

121,894

117,483

Less: 

Goodwill

(2,416)

(2,416)

(2,416)

(2,416)

(2,417)

Intangible assets

(21)

(23)

(25)

(27)

(30)

Tangible assets, including unrealized gains / losses (f)

123,236

120,921

118,941

119,451

115,036

Less: Accumulated other comprehensive income / loss, before tax

(335)

(229)

(512)

(577)

(720)

Tangible assets, excluding unrealized gains / losses (g)

122,901

120,692

118,429

118,874

114,316

Common shares outstanding (h)

887

851

875

882

897

Ratios:

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

14.7%

21.1%

15.4%

14.1%

12.8%

Tangible common equity (excluding unrealized gains/losses) (e) / (g)

9.27%

8.83%

9.03%

8.83%

9.10%

Tangible common equity (including unrealized gains/losses) (d) / (f)

9.42%

8.94%

9.28%

9.10%

9.45%

Tangible book value per share (d) / (h)

13.09

12.69

12.62

12.33

12.12

For the Three Months Ended

15

©

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)

September

June

March

December

September

2013

2013

2013

2012

2012

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

$14,641

$14,239

$13,882

$13,716

$13,718

Goodwill and certain other intangibles

(2,492)

(2,496)

(2,504)

(2,499)

(2,504)

Unrealized gains

(218)

(149)

(333)

(375)

(468)

Qualifying trust preferred securities

810

810

810

810

810

Other

21

22

23

33

38

Tier I capital

12,762

12,426

11,878

11,685

11,594

Less:

Preferred stock

(593)

(991)

(398)

(398)

(398)

Qualifying trust preferred securities

(810)

(810)

(810)

(810)

(810)

Qualifying noncontrolling interest in consolidated subsidiaries

(39)

(38)

(38)

(48)

(51)

Tier I common equity (a)

11,320

10,587

10,632

10,429

10,335

Risk-weighted assets¹ (b)

114,544

112,285

109,626

109,699

106,858

Ratio:

Tier I common equity (a) / (b)

9.88%

9.43%

9.70%

9.51%

9.67%

Basel III - Estimated Tier 1 common equity ratio

September

June

2013

2013

Tier 1 common equity (Basel I)

$11,320

$10,587

Add:

Adjustment related to capital components²

$88

$86

Estimated Tier 1 common equity under final Basel III rules without AOCI (opt out)(c)

$11,408

$10,673

Add:

Adjustment related to AOCI³

$218

$149

Estimated Tier 1 common equity under final Basel III rules with AOCI (non opt out)(d)

$11,626

$10,822

Estimated risk-weighted assets under final Basel III rules

4

(e)

120,447

117,366

Estimated Tier 1 common equity ratio under final Basel III rules (opt out) (c) / (e)

9.47%

9.09%

Estimated Tier 1 common equity ratio under final Basel III rules (non opt out) (d) / (e)

9.65%

9.22%

1

2

3

4

Adjustments related to capital components include MSRs and deferred tax assets subject to threshold limitations and deferred tax liabilities related to intangible assets, which were deductions to

capital under Basel I capital rules.

Under final Basel III rules, non-advanced approach banks are permitted to make a one-time election to opt out of the requirement to include AOCI in Tier I common equity.

For the Three Months Ended

Under the banking agencies’ risk-based capital guidelines, assets and credit equivalent amounts of derivatives and off-balance sheet exposures are assigned to broad risk categories. The

aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. The resulting weighted values are added together, along with the measure for market risk,

resulting in the Bancorp’s total risk-weighted assets.

Key differences under Basel III in the calculation of risk-weighted assets compared to Basel I include: (1) Risk weighting for commitments under 1 year; (2) Higher risk weighting for exposures to

securitizations, past due loans, foreign banks and certain commercial real estate; (3) Higher risk weighting for MSRs and deferred tax assets that are under certain thresholds as a percent of Tier I

capital; and (4) Derivatives are differentiated between exchange clearing and over-the-counter and the 50% risk-weight cap is removed.