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 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))

Item 7.01 Regulation FD Disclosure

On December 8, 2015, Fifth Third Bancorp will present at the Goldman Sachs U.S. 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 8, 2015	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Executive Vice President and Chief Financial Officer

EX-99.1

Goldman Sachs

U.S. Financial Services Conference

Greg D. Carmichael

President & Chief Executive Officer

December 8, 2015

Refer to earnings release dated October 20, 2015 for further information

©

Fifth Third Bank | All Rights Reserved

Exhibit 99.1

Long-term shareholder value creation

•

Long-term focus

•

Disciplined business execution within

risk appetite

Through the cycle

performance

•

Efficiency and operational leverage

•

Regulatory excellence

•

Customer-centric execution

Operational

Excellence

•

Enhance competitive advantage

•

Priority on organic growth

•

Expand product and service offers

Investment for

shareholder value

creation

2

©

Fifth Third Bank | All Rights Reserved

Critical components of execution

Clarity on strategic priorities

—

Rolling out strategies faster

—

Driving efficiencies quicker

—

Serving customers better

Right talent

—

Hiring talented, experienced executives

—

Upgrading sales and credit functions

Accountability

—

Getting good returns on every dollar invested

Customer focus

—

Delivering services and products in a clear, value-added manner

—

Engaging customer in a consultative selling process

Top performer

through the cycle

1

2

3

4

3

©

Fifth Third Bank | All Rights Reserved

©

Fifth Third Bank | All Rights Reserved

4

$93

$99

$80

$84

$88

$92

$96

$100

3Q14

3Q15

$91

$93

$80

$84

$88

$92

$96

$100

3Q14

3Q15

$576

$591

$500

$525

$550

$575

$600

3Q14

3Q15

$875

$906

$33

$9

$750

$800

$850

$900

$950

3Q14

3Q15

NII excluding Deposit Advance

Deposit Advance

Cornerstones of corporate performance

Growth

Profitability

Average Portfolio Loans ($B)

1

Fee

income

excludes

gains

(losses)

on

the

Vantiv

warrant

and

charges

from

the

Visa

total

return

swap

Average Core Deposits ($B)

Fee Income ($MM)

1

Net Interest Income ($MM)

Stability driven by risk reduction

Reduced CRE exposure

Established risk/return preferences within

risk appetite

Simplified consumer deposit products

Achieved early LCR compliance

Exited mortgage broker business

Drove higher percentage of recurring fees

within Wealth Management

Actions Taken

EOP Portfolio Loan Balances

1

Data as of 9/30/15

3%

3%

3%

3%

3%

3%

3%

3%

4%

11%

11%

10%

14%

14%

14%

15%

13%

13%

15%

15%

15%

13%

10%

16%

16%

16%

16%

12%

9%

11%

15%

13%

11%

9%

8%

8%

C&I + Commercial Lease

Commercial Construction

Resi

Mortgage

Commercial Mortgage

Home Equity

Auto Loans

Other Consumer

Diversified Wealth Management

revenue composition1

Continued focus on purchase

originations in mortgage business1

38%

18%

44%

42%

58%

Private Bank

Institutional Services

Retail Brokerage

Purchase

Refinance

7%

3%

3%

6%

5%

2%

2%

1%

1%

13%

13%

11%

10%

10%

14%

14%

14%

15%

36%

39%

39%

38%

41%

45%

48%

49%

50%

3Q07

3Q08

3Q09

3Q10

3Q11

3Q12

3Q13

3Q14

3Q15

1

1

© Fifth Third Bank | All Rights Reserved

5

Operational

excellence

and

back-office

efficiency

60 MM

Total Annual Calls

50 MM

Handled digitally

10 MM

Handled by CSR

~1 MM

Migrated to mobile

or web self-service

9 MM

Require a

CSR

Opportunities in

legacy cost structure

Leveraging technology to

streamline processes, lower costs,

and improve service excellence

Investing

in digital

resolution of

customer service inquires

Reduce

error frequency

Speed up processing

Reduce

workload in

branches

Higher focus on

customer-facing

interactions

Investing in image-based system

© Fifth Third Bank | All Rights Reserved

6

© Fifth Third Bank | All Rights Reserved

7

Accelerating growth in assets with higher

capital return

More

Capital

Efficient

Less

Capital

Efficient

Portfolio

3Q07 EOP

Balance

3Q15 EOP

Balance

1-3

year

Strategic

Outlook

Commercial & Industrial

$22,649

$42,948

Credit

Card

$1,460

$2,229

Home Equity

$11,737

$8,427

Residential

Mortgage

$9,057

$13,392

Commercial Real Estate

$16,553

$10,162

Auto

$10,006

$11,826

In footprint markets

•

Retail network is anchor business

National commercial banking

•

Diverse business mix; growing fee

income

National commercial hub cities

•

Provide access to key markets

Commercial loan production office

•

Expanding our reach and deepening

relationships

Ranked 3rd

overall in a 2015 national banking

study in mobile application satisfaction

Ranked 2nd

in J.D. Power 2015 U.S. Primary

Mortgage Origination Satisfaction Study

Top 10 National Commercial and

Consumer Bank

Source:  Experian Auto Count US States originations in units 2014 through 10/31/14, Oliver Wyman 2015 Survey of Consumers, Oliver Wyman Survey of Small

Businesses 2014, SNL Financial, The 2014 Monitor 100, and E&Y 2015 Cash Management Services Surveys

#5

#8

Equipment Finance

Treasury Management

Commercial Deposits

#8

#9

#10

#7

#9

#11

Commercial Loans

Home Equity Lender

Non-Captive Prime Auto Originator

Retail Bank

Small Business Banking Franchise

Well-positioned franchise

© Fifth Third Bank | All Rights Reserved

rd

nd

8

Capital management

•

Support growth of core banking franchise through continued loan

growth within risk appetite

Organic growth opportunities

•

Long term sustainable dividend growth within regulatory

guidance

Dividends

•

Continued return of excess capital to shareholders

•

Potential Vantiv

gains to enhance capital return

Share repurchases

•

Improve market share within current low-penetration markets

•

Non-bank acquisitions to enhance product and service offers

Strategic acquisitions

9

© Fifth Third Bank | All Rights Reserved

Fifth Third priorities

Through the cycle performance

Operational excellence

Investment for shareholder value

creation

10

© 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 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.

© Fifth Third Bank | All Rights Reserved

11

Continued monetization of Vantiv

stake

Note:

Carrying

(book)

value

of

the

Bancorp’s

investment

in

Vantiv

Holding,

LLC

was

$422MM

as

of

9/30/15

Vantiv’s

recorded

liability

associated

with

TRAs

is

$597MM

as

of

9/3015.

This

was

reduced

by

the

sale

of

certain

TRA

cash

flows

totaling

~$140MM

on

10/23/15.

Approximately half of the sold TRA cash flows related to 2025 and later.

1

Value of 35mm VNTV B units based on 9/30 carrying value and close price on 12/2/2015 ($52.59)

Secondary offering of 13.4 million shares of Class A Common Stock on 12/2/15

Description

Partial cancellation of the warrant to

purchase additional ownership in

Vantiv

Holding, LLC

Value

of

Transaction

Remaining Position

Net exercise a portion of the

remaining warrant

Sale of 8mm B units

4.8mm units (24% of original warrant)

for $200mm cash payment

7.8mm units (38% of warrant)

5.4mm net of $15.98 strike price

Pre-tax gain of $330mm

($215mm after-tax)

7.8mm units

35mm B units/18.3% ownership

~$1.5B net unrealized gain

© Fifth Third Bank | All Rights Reserved

12

1

1

2

3

•

In total, Fifth Third recorded a $419mm pre-tax gain, generated over $500mm of after-tax

cash proceeds, and significantly reduced market risk and volatility from Vantiv share price

fluctuations in current and projected stress environments

•

Vantiv

expects to record a liability of approximately $375 million related to the TRA

payable to Fifth Third as a result of this transaction

—

Fifth Third completed a TRA sale of $140mm in future cash flows in exchange for

$49mm cash payment in October

—

4Q15 TRA payment not impacted by above transactions