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): April 19, 2016

(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 April 19, 2016, the following presentation will be made during the 2015 Annual Meeting of Shareholders of Fifth Third Bancorp. 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)
April 19, 2016	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Annual Meeting of Shareholders

April 19, 2016

Please refer to earnings release dated January 21, 2016

and 10-K dated February 25, 2016 for further information,

including full results reported on a U.S. GAAP basis.

Exhibit 99.1

© Fifth Third Bank | All Rights Reserved

2

© Fifth Third Bank | All Rights Reserved

24%

63%

74%

76%

77%

2011

2012

2013

2014

2015

2015 performance at a glance

$1.18

$1.66

$2.02

$1.66

$2.01

2011

2012

2013

2014

2015

Diluted earnings per share

1

Includes dividends declared and share repurchases. 2013 is net of the issuance of shares valued at $398MM related to the Series G preferred stock

conversion on July 1, 2013. 2012, 2013, 2014  and 2015 also include repurchases of shares in the amount of after-tax gains on the sale of Vantiv shares.

Book value per share

$13.92

$15.10

$15.85

$17.35

$18.48

2011

2012

2013

2014

2015

Total payout ratio

1

—

Strong earnings growth partly

driven by Vantiv gains

—

Consistent top quartile payout

ratios over the last 3 years

—

Track record of increasing book

value over time

© Fifth Third Bank | All Rights Reserved

3

Strong capital return to shareholders

2015 total payout yield (regional peers)

Stable common stock dividend

and continued active share repurchase program

~$1.3 billion in capital returned to

common shareholders

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

$1,100

$1,200

$1,300

2015 Payouts

($MM)

$850MM common

stock repurchases

$417MM common

dividends declared

Source: SNL Financial.

Total payout yield equals dividend yield plus shares repurchased ($) / reported market cap at 12/31/15.

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

Dividend Payout Yield

Buyback Yield

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4

Performance track-record

Total Shareholder Return

Fifth Third (FITB) vs. KBW Regional Bank Index (BKX)

Source: Bloomberg; refer to 10-K dated February 25, 2016 for additional views of total shareholder return.  Total

shareholder return includes dividend reinvestment.

5 years

2010-2015

BKX

54.7%

FITB

55.0%

(40%)

(20%)

0%

20%

40%

60%

80%

12/10

4/11

8/11

12/11

4/12

8/12

12/12

4/13

8/13

12/13

4/14

8/14

12/14

4/15

8/15

12/15

5

© Fifth Third Bank | All Rights Reserved

We have reduced our risk exposure…

Reduced exposure to commercial real estate, commodities and leveraged

lending and exited the mortgage broker business

Less volatility in stressed scenarios

Significant improvement in commercial loan customer credit profile

Greater mix of stable core deposits

Better Balance Sheet Positioning

EOP Portfolio Loan Balances

35%

50%

22%

11%

13%

14%

15%

9%

12%

12%

3%

3%

4Q07

4Q15

C&I + Commercial Lease

Commercial Real Estate

Resi Mortgage

Home Equity

Auto Loans

Other Consumer

83%

5%

12%

Fourth Quarter 2015

67%

19%

14%

Fourth Quarter 2007

Core Deposits     Short-term Borrowing      Long-term Borrowing

Funding Mix

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…While strengthening our balance sheet

2.23%

1.49%

1.10%

0.82%

0.70%

2011

2012

2013

2014

2015

Nonperforming asset ratio

4

9.4%

9.5%

9.5%

9.7%

9.8%

2011

2012

2013

2014

2015

10.5%

3

Tier 1 common ratio

1

/

Common Equity Tier 1 Ratio

(Basel III)

2

157%

180%

211%

228%

252%

2011

2012

2013

2014

2015

ALLL / NPLs

1

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

2

Represents Basel III Transitional Common Equity Tier 1 ratio under the final capital rule, subject to phase-in periods.

3

Adjusted CET1 ratio includes unrealized after-tax Vantiv position as of 12/31/15. [{($47.42 Vantiv stock price x 35M shares) LESS the carrying value of Vantiv of

$360M] x 0.65 ] / Risk-Weighted Assets ..  Assumes no share buyback from Vantiv sales.

4

Portfolio NPAs

•

Strong Common Equity Tier 1

2

above targets and

requirements

•

Problem assets at lowest

levels since before crisis

•

Maintaining prudent level of

reserves

7

© Fifth Third Bank | All Rights Reserved

Commercial Bank

Stability

Growth

Profitability

•

Enhancing fee revenues –

insurance services, capital markets, treasury management and

investment advisors

•

Deploying new sales tools to drive more profitable growth

•

Disciplined expense management and optimal resource allocation

Current Market Trends

•

Intense competition from banks and non-banks is driving the need to develop expertise

in targeted industries

•

Commercial customers expect highly customized advice and end-to-end, industry-

specific solutions

•

Accelerating technological innovation is driving mid-market companies to more

sophisticated products and services as they transform their businesses in a global

marketplace

Key Areas of Focus

•

Deploying capital toward attractive growth opportunities (e.g. asset based lending & key

industry verticals)

•

New, experienced talent –

new Head of Insurance Services & other leaders in industry

verticals

•

Focusing on portfolio management, credit quality, and returns

© Fifth Third Bank | All Rights Reserved

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Retail Bank

•

Right-sizing our branch network

•

Enhancing our product and service offerings

•

Digitizing branch operations

Current Market Trends

•

Digital channels are integral to how people shop for, apply for, and use financial

services; 80%+ of Fifth Third customers have used multiple channels in the last six

months

•

Digital channel experiences are generally higher rated than traditional service channels

•

Customers expect access to products and services more quickly

Key Areas of Focus

Stability

Growth

Profitability

•

Exiting higher risk businesses

•

Credit quality improvements

•

Investing in regulation / compliance

•

Providing  an enhanced digital and integrated customer experience

•

Driving household growth with new products

•

Growing deposits with targeted marketing offers

9

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Payments & Commerce

Solutions

•

Simplifying and enhancing value proposition of our product offerings

•

Leveraging innovation, partnerships, and acquisition to develop and deploy new

products and solutions

Current Market Trends

•

Continued shift away from cash & paper checks to electronic payments –

Commercial

customers expect additional insights into their businesses to help drive revenue growth

and efficiencies

•

Non-bank competitors are evolving quickly to try to displace banks in the value chain

•

Risks around cyber threats and fraud costs driving the need for greater transparency,

control, and automation across entire payment life cycle

Key Areas of Focus

Stability

Growth

Profitability

•

Completing EMV and Card Not Present initiative which will reduce fraud and improve

the customer experience

•

Currently implementing risk and compliance initiatives

•

Optimizing relationships

•

Reducing costs to deliver and increasing margin

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10

Investing in our Community

•

Directing donations toward cancer

research with purchases made using

Fifth Third SU2C debit or credit card

•

More than $6 million raised to date

Veterans Assistance

•

Job search coaching for those leaving active duty

•

Fifth Third volunteers make critical repairs and

improvements to veterans homes, including

modifications for disabled vets

•

Fifth Third contributed more than $7.8

million in employee and corporate gifts

across our footprint.

11

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Investing in our Community

In February 2016, we announced a $27.5 billion Community

Commitment, including:

•

$20 billion in mortgage credit, small business loans & investments

•

$7.5 billion in community development loans and other investments

•

$77 million of related investments such as down payment assistance,

homebuyer education, and financial literacy programs

12

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Accolades

2015 Gallup Great Workplace Award

for the 3

rd

time

Recognized as “Best Brand in Small

Business Banking” by Greenwich

Associates

Green Business Award Honoree

March 2015

2015 Disability Matters honoree,

presented by Springboard

Consulting LLC for the

3

rd

consecutive year

Significant national and local recognition across diverse areas

Business Practices • Employment • Green Initiatives • Customer Service • Philanthropy

13

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Fifth Third priorities

Strong performance through various

business cycles

Improving operating efficiency and

effectiveness

Investing prudently to drive shareholder

value

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15

Cautionary statement

This release 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 updated 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 is a risk that additional information may become known during the company’s quarterly closing process or as a result of subsequent

events that could affect the accuracy of the statements and financial information contained herein.

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 in 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

16

Regulation G Non-GAAP reconciliation

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconcilation

$ and shares in millions

(unaudited)

2015

2014

2013

2012

2011

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

N/A

$15,626

$14,589

$13,716

$13,201

Goodwill and certain other intangibles

N/A

(2,476)

(2,492)

(2,499)

(2,514)

Unrealized gains

N/A

(429)

(82)

(375)

(470)

Qualifying trust preferred securities

N/A

60

60

810

2,248

Other

N/A

(17)

19

33

38

Tier I capital

N/A

12,764

12,094

11,685

12,503

Less:

Preferred stock

N/A

(1,331)

(1,034)

(398)

(398)

Qualifying trust preferred securities

N/A

(60)

(60)

(810)

(2,248)

Qualifying noncontrolling interest in consolidated subsidiaries

N/A

(1)

(37)

(48)

(50)

Tier I common equity (a)

N/A

11,372

10,963

10,429

9,807

Risk-weighted assets, determined in accordance with

prescribed regulatory requirements (b)

N/A

117,878

115,969

109,301

104,219

Ratio:

Tier I common equity (a) / (b)

N/A

9.65%

9.45%

9.54%

9.41%

For the Year Ended