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 8, 2015

(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))

FORWARD-LOOKING STATEMENTS

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, as amended from time to time by our Quarterly Reports on Form 10-Q. 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 and adequate sources of funding and liquidity 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 Fifth Third’s investment in, relationship with, and nature of the 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) difficulties in separating the operations of any branches or other assets divested; (23) inability to achieve expected benefits from branch consolidations and planned sales within desired timeframes, if at all; (24) ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; and (25) 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. 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.

Fifth Third Bancorp (Nasdaq: FITB) announced on September 8, 2015, that Dan Poston, executive vice president and chief strategy and administrative officer, will be leaving Fifth Third and joining Vantiv, Inc. as its executive vice president, strategic client relations. Fifth Third is a significant customer of Vantiv and Mr. Poston will manage Vantiv’s relationship with Fifth Third, among other duties. His last day with Fifth Third will be October 1, 2015.

Item 8.01 Other Events.

On September 8, 2015, Fifth Third also announced that it has named Timothy Spence as its executive vice president and chief strategy officer. Mr. Spence will join Fifth Third on September 11, 2015. Spence will oversee all aspects of strategic planning, including mergers and acquisitions.

Mr. Spence joins Fifth Third from Oliver Wyman, an international management consulting firm where he was a senior partner in the Retail and Business Banking practice providing advice on strategy, innovation and performance improvement to executives at the world’s largest financial institutions. His background also includes consulting in the wholesale banking, wealth management and payments businesses. Spence served as the firm’s Midwest Market leader. Prior to joining Oliver Wyman in 2006, Spence held management positions in sales and marketing, corporate development and finance at two early-stage technology firms.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press release dated September 8, 2015 (This press release shall not be deemed filed for purposes of Section 18 of the Securities Exchange 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 therein.)

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 8, 2015	By:	/s/ TAYFUN TUZUN
		Tayfun Tuzun
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

		News Release
CONTACT:	Jim Eglseder (Investors)	FOR IMMEDIATE RELEASE
	513-534-8424	Sept. 8, 2015
	Sean Parker (Media)
	513-534-6791

Dan Poston to Join Vantiv Leadership Team;

Tim Spence Named Fifth Third’s Chief Strategy Officer

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) announced today that Dan Poston, its executive vice president and chief strategy and administrative officer, is leaving the Bank to join Vantiv, Inc., as executive vice president, strategic client relations. In his new role at Vantiv, of which Fifth Third is a significant customer, Poston will manage the relationship with the Bank, among other duties. Dan’s last day with Fifth Third Bank will be Oct. 1.

“This is a terrific opportunity for Dan and Vantiv, and while we will miss Dan, we are pleased that he will be working closely with Fifth Third in his new role,” said Greg D. Carmichael, who is president of Fifth Third Bancorp and is slated to become chief executive officer on Nov. 1. “I’m confident that Dan will help Vantiv continue its record of being extremely well-managed and successful, which will benefit all of us.”

Poston joined the Bank in 2001. He served as director of internal audit, controller and chief financial officer before assuming his current duties.

“Among Dan’s many contributions to the Bank were the development and successful execution of the Bank’s June 2008 capital plan and the steady management of the Bank’s financial position through the financial crisis,” Carmichael said. “We thank him for all he has done and wish him well in this next phase of his career.”

With Poston’s departure, the Bancorp has named Timothy Spence as executive vice president and chief strategy officer. He will join the Company on Sept. 11, reporting to Carmichael. Spence will oversee all aspects of strategic planning, including mergers and acquisitions.

Spence joins Fifth Third from Oliver Wyman, where he was a senior partner in the Retail and Business Banking practice, providing advice on strategy, innovation and performance improvement to executives at the world’s largest financial institutions. His background also includes consulting in the wholesale banking, wealth management and payments businesses. Spence served as the firm’s Midwest Market leader.

“Having worked with Tim over a number of years on important assignments at Fifth Third, I am confident he will make significant contributions as we pursue our current strategic objectives and develop future strategies,” Carmichael said. “He brings extensive expertise that is directly relevant to all of our lines of business.”

Prior to joining Oliver Wyman in 2006, Spence held management positions in sales and marketing, corporate development and finance at two early-stage technology firms. He received his bachelor’s degree from Colgate University in Economics and English Literature.

Spence has been active in the industry, serving as chairman of the American Banker’s Marketing and Innovation Symposium. He has conducted research and written extensively on the evolving financial services landscape.

“I am thrilled to join the leadership team at Fifth Third,” Spence said. “The close collaboration, strong relationships and strategic connections I’ve built with the team through project work position me to make an immediate contribution as a full-time internal partner, and that’s especially exciting. I look forward to helping the Bank continue its customer focus and fully capitalize on its growth prospects.”

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $142 billion in assets and operates 1,299 full-service Banking Centers, including 101 Bank Mart^® locations, most open seven days a week, inside select grocery stores and 2,630 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 22.8 percent interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of June 30, 2015, had $304 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.

#    #    #

2