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 13, 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 2.05 Costs Associated with Exit or Disposal Activities

Fifth Third Bancorp (the “Bancorp”) monitors changing customer preferences associated with the channels it uses to distribute its products and services to evaluate the efficiency, competitiveness and quality of the customer service experience in its consumer distribution network. As part of this ongoing assessment, the Bancorp identified 44 additional branch locations and 5 parcels of undeveloped land that had been acquired by the Bank for future branch expansion that it plans to consolidate or sell. These locations are in addition to the Branch Consolidation and Sales Plan announced in June 2015. The Bancorp currently expects that these branches will be closed during the first quarter of 2017, and that it may incur contract termination cash expenditures associated with real estate leases on certain of these branches in the range of $4 million to $6 million during the first quarter of 2017.

Item 2.06 Material Impairments

In connection with the additional actions described in more detail in Item 2.05 above, the Bancorp will perform an assessment of the recoverability of these long-lived assets. Based on currently available market information, the Bancorp currently estimates that the non-cash impairment charge associated with these assessments, which will be recognized in the third quarter of 2016, will be in the range of $25 million to $30 million. The Bancorp is in the process of obtaining certain third party appraisals as well as other valuation information which will be used in determining the actual impairment charge to be recognized during the third quarter of 2016.

Item 7.01 Regulation FD Disclosure

On September 13, 2016, Fifth Third Bancorp will present at the Barclays Global 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)
September 13, 2016	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Executive Vice President and
	Chief Financial Officer

EX-99.1

© Fifth Third Bank | All Rights Reserved

Barclays Global Financial Services

Conference

September 13, 2016

Exhibit 99.1

2

© Fifth Third Bank | All Rights Reserved

Ranked 2

nd

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

Satisfaction Study

Source:  SNL Financial; Total assets of US banking institutions as of Q2 2016,  EY 2015 Cash Management Services Surveys, SNL

Financial -

Q2 2016,

4

Oliver Wyman 2016 Survey of Consumers,

5

The 2015 Monitor Top Bank 50 & Technology Issue,

6

Experian Auto Count US States originations for traditional

banks in units 2016 through 06/30/2016 and

7

Corporate Insight Inc. Mobile Monitor –

The Other Mobile Channel, June 2016

#10

Equipment Finance

5

Treasury Management

#8

#9

Commercial & Industrial

Loans

Well-positioned franchise and focused

footprint

#9

#11

Non-Captive Prime Auto

Originator

6

Retail Bank

4

In footprint markets

National commercial hub cities

2016 Javelin Mobile Banking

Leader

2016 Mobile Monitor

“A” Rating for Mobile Site

7

•

$144B Total Assets (#13)

1

•

$94B Total Loans

•

62% Commercial

•

38% Consumer

•

$102B Deposits

•

1,191 branches; 2,514 ATMs

•

18.3% ownership in Vantiv

•

$26B AUM

2Q16 Franchise Overview

regulatory filing as of

3

2

1

2

3

3

© Fifth Third Bank | All Rights Reserved

•

Stable NII and NIM; continued benefit from steady and

cautious interest rate risk management strategy

•

Solid noninterest income growth despite market volatility

•

Adjusted fee income

1

up 4% sequentially

•

Strong corporate banking revenues

•

Tightly controlled operational expenses

•

Reported noninterest expenses down $3 million, adjusted

expenses

1

flat sequentially

•

Strategic investments on-track

•

Credit conditions benign overall and in-line with

expectations

•

Vantiv ownership represents ~$2.8B in potential

unrecognized value ($1.6B in equity and $1.2B from TRA)

2

Second Quarter 2016 Highlights

Earnings Per

Share

Reported $0.40

Included ($0.01) negative impact

from certain items

Net Income to

Common

$310 million

LCR

110%

1

Non-GAAP measure: see Reg G reconciliation on page 20 of this presentation

2

As of 6/30/2016. Vantiv’s share price as of 9/8/2016 was $55.03. See page 15 for further information regarding Fifth Third’s Vantiv ownership

3

See page 18 of this presentation for impact of certain items

3

4

© Fifth Third Bancorp | All Rights Reserved

Focused on enhancing profitability through

the cycle –

Project North Star

•

Targeting positive operating leverage in 2017

•

Established long-term financial targets

-

12 –

14% ROTCE and 1.1 –

1.3% ROA

-

Targets achievable by end of 2019 with no meaningful improvement in

economic environment

•

Project North Star launched to achieve these targets

•

Performing comprehensive review across all business units and support

functions

with a clear roadmap for execution

-

Incorporating recently disclosed actions as well as additional initiatives

-

Initiatives have been segregated into three categories:

-

Revenue enhancement

-

Expense reduction

-

Balance sheet optimization

5

© Fifth Third Bancorp | All Rights Reserved

New Project North Star Initiative

We are focusing on growing revenues across

the franchise

Focused on more

efficient capital

utilization

Revenue Enhancement

Leveraging partnerships

and select non-bank

acquisitions to develop

new products

Enhancing value

proposition and

profitability of  product

offerings

•

De-emphasizing loans that are less capital-efficient and have limited

upside

•

GreenSky: loan origination pipeline, technology platform, strategic

referral partnership, and equity investment

•

Transactis: leading provider of billing and payment solutions

Consumer

–

Optimizing the digital experience and implementing real-time online

support

–

Replacing mortgage loan system to increase production capacity and

improve efficiency

Payments

–

Revamping consumer credit card products to drive revenue growth

–

Optimizing pricing and increasing penetration in Treasury management

Commercial

–

Adding capital markets offerings and distribution; growing M&A

advisory capabilities

–

Expanding insurance brokerage

6

© Fifth Third Bancorp | All Rights Reserved

We are partnering with GreenSky to develop

and deploy new products and solutions

Partnership

Details

•

$50 million equity investment

•

Fifth Third will integrate GreenSky’s

market-leading technology platform into online

banking, mobile, and branch channels

•

Enables Fifth Third to expand channel presence to accelerate profitable growth

•

GreenSky’s

merchant network to provide another origination channel for Fifth Third

•

Cross-sell opportunities to households gained through GreenSky partnership

Business

Model

•

Leading  Fintech company making financing available to consumers in home

improvement and other retail categories

•

Super prime focus (>760 FICO); profitable for several years running

•

Utilizes real-time underwriting decisioning with traditional FICO scoring

Other Key

Benefits

•

Will leverage Fifth Third merchant relationships to originate additional consumer

credit via the  GreenSky platform

•

Partnership expected to produce over $100 million in consumer loan volumes per

quarter; targeting $700 million in balances by the end of 2018

7

© Fifth Third Bancorp | All Rights Reserved

Streamlining processes to reduce expenses and

sustain positive operating leverage

Recently completed

expense reductions

Existing initiatives to

improve operating

leverage

•

Renegotiated Vantiv and MasterCard contracts

•

Sale and consolidation of retail branches

•

3% reduction in headcount since 2Q15 despite increase in risk &

compliance and IT personnel

•

Executing additional branch optimization strategies

•

Discretionary spending controls

•

Regimented process to force businesses to offset growth-related expenses

•

Analyzing the use of non-branch facilities to reduce unused office capacity

•

Keeping stable headcount with continuous resource allocation to growth

areas

•

Reengineering commercial loan origination, underwriting and servicing

processes

•

Reducing cost of technology improvements

New initiatives for

long-term financial

success

Expense Reduction

New Project North Star Initiative

8

© Fifth Third Bancorp | All Rights Reserved

We are optimizing our balance sheet given the

uncertain economic environment

Strong

underwriting

standards

Maintaining balance

sheet strength

•

Focused on driving stable performance through-the-cycle

•

Requiring the appropriate risk/return profile within all portfolios

•

Strong and growing capital levels

•

CCAR : PPNR / Assets above peer median with less capital destruction

-

2Q16:

CET1

of

9.94%

(10.8%

assuming

gain

from

sale

of

Vantiv

shares

)

•

Balanced approach to interest rate risk exposures with moderate asset

sensitivity

•

Lower NPAs compared to peer group

Growth in higher

return businesses

•

Small business lending initiative to improve loan production and overall

customer experience

•

Profitable middle market expansion

•

Credit card growth and credit optimization

1

CCAR

2016

Federal

Reserve’s

Severely

Adverse

scenario;

capital

destruction

refers

to

CET1

under

DFAST

scenario;

Peers

include

BBT,

CMA,

HBAN,

KEY,

MTB,

RF,

STI,

ZION,

COF,

PNC,

USB,

and

WFC.

2

Including unrealized after-tax Vantiv position as of 6/30/16. [{($56.60 Vantiv stock price x 35M shares) less the carrying value of Vantiv of $390M] x 0.65 ] / Risk-Weighted Assets. Assumes no share buyback from Vantiv

sales.

Vantiv’s share price as of 9/8/2016 was $55.03.

Balance Sheet Optimization

New Project North Star Initiative

2

1

9

© Fifth Third Bancorp | All Rights Reserved

We have proactively taken steps to re-position

the business

Commercial

Banking

•

Target risk/return profile in-line with

stable through-the-cycle performance

goal

•

CRE balances continue to be lower

than peers at only 11% of total loans

•

Energy sector exposures remain well-

contained

•

Portfolio probability of default

significantly lower than pre-crisis

Consumer

Banking

•

Exited brokered mortgage channel

•

Reduced indirect auto loan

originations

•

External fraud losses down 34% in

2Q16 from 2Q15

Wealth & Asset

Management

•

Continuing to redesign product and

services to increase recurring

revenue streams

$253

$44MM

0

100

200

300

2Q14

2Q16

Mezzanine portfolio

MM

$464

$161

0

100

200

300

400

500

2Q15

2Q16

Commodity portfolio

65%

85%

Exiting volatile sectors

31%

38%

43%

48%

2Q13

2Q14

2Q15

2Q16

Recurring revenue

$1.7B

$1.1B

$1.0B

2Q14

2Q15

2Q16

Consumer TDR loan balance

(in billions)

Sold $568MM

TDRs in 1Q15

1

Total recurring brokerage revenue as a percentage of total brokerage revenue

MM

MM

1

10

© Fifth Third Bancorp | All Rights Reserved

We are investing

prudently to grow

within risk appetite

We are committed to

improving profitability

and driving attractive

returns through cycles

We are well-positioned

to address market

volatility and

economic uncertainty

In summary

Will create additional

shareholder value

Stability

Growth

Profitability

11

© Fifth Third Bancorp | All Rights Reserved

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,” “anticipates,” “potential,”

“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 or real estate market conditions, either

nationally or in the states in which Fifth Third, one or more acquired entities and/or the combined company do business, weaken or 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; (22) difficulties in separating the operations of any branches or other

assets divested; (23) losses or adverse impacts on the carrying values of branches and long-lived assets in connection with their sales or

anticipated sales; (24) inability to achieve expected benefits from branch consolidations and planned sales within desired timeframes, if at all; (25)

ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks;

and (26) 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.

.

12

© Fifth Third Bancorp | All Rights Reserved

Appendix

13

© Fifth Third Bank | All Rights Reserved

62%

26%

11%

0%

1%

75%

12%

6%

7%

41%

29%

22%

6%

2%

We will be able to mitigate some of impact of the

flatter yield curve

Commercial

Loans

1,2

Investment

Portfolio

Consumer

Loans

1

Includes HFS Loans & Leases

2

As of 6/30/2016, Fifth Third had $4.475BN 1ML receive-fix swaps outstanding against C&I loans

3

As of 6/30/2016, Fifth Third had $2.7BN 3ML receive-fix swaps outstanding

against long term debt

37%

44%

19%

•

Fixed: $10.4B

•

Float: $47.7B

•

1ML based: 68%

(of total commercial)

•

3ML based: 8%  (of total commercial)

•

Prime based: 5% (of total commercial)

•

Weighted Avg. Life: 1.75 years

•

51% allocation to bullet/locked-out

cash flow securities

•

Investment portfolio yield: 3.16%

•

Duration: 4.2 years

•

Net unrealized pre-tax gain: $1.35B

•

100% AFS

•

Fixed: $23.4B

•

Float: $13.3B

•

1ML based: 2% (of total consumer)

•

3ML based: 10%  (of total consumer)

•

Prime based: 24% (of total consumer)

•

Weighted Avg. Life: 3.37 years

•

Avg. duration of Auto book: 1.29 years

Long Term

Debt

Key Characteristics

Balance Sheet Mix

Fixed vs. Floating

Level 1

100% Fix  /  0% Float

Level 2A

100% Fix  /  0% Float

Non-HQLA

79% Fix  /  21% Float

C&I

11% Fix  /  89% Float

Commercial

Mortgage

25% Fix  /  75% Float

4% Fix  /  96% Float

Commercial

Construction

100% Fix  /  0% Float

Commercial

Lease

Resi Mtg &

Construction

75% Fix  /  25% Float

Auto

99% Fix  /  1% Float

9% Fix  /  91% Float

Home Equity

29% Fix  /  71% Float

Credit Card

0% Fix  /  100% Float

Other

•

Fixed: $14.8B

•

Float: $1.4B

•

1ML based: <1% (of total long term debt)

•

3ML based: 8%  (of total long term debt)

•

Weighted Avg. Life: 4.86 years

Senior Debt

90% Fix  /  10% Float

Sub Debt

94% Fix  /  6% Float

95% Fix  /  5% Float

Auto Securiz.

Proceeds

0% Fix  /  100% Float

TRUPS

100% Fix  /  0% Float

Other

1

3

13

1

1

1

1

14

© Fifth Third Bank | All Rights Reserved

Positioned for higher rates but prepared for

lower rates

1.

Actual

results

may

vary

from

these

simulated

results

due

to

differences

between

forecasted

and

actual

balance

sheet

composition,

timing,

magnitude,

and

frequency

of

interest

rate

changes, as well as other changes in market conditions and management strategies and the risks and uncertainties referenced on slide 11. 

2.

Re-pricing percentage or “beta” is the estimated change in yield over 12 months as a result of a shock or ramp 100 bps parallel shift in the yield curve

•

Balance sheet moderately asset sensitive

–

64% of total loans are floating rate (82% of commercial and 36% of consumer)

–

Investment portfolio duration of 4.2 years

–

Short-term wholesale funding represents approximately 17% of total wholesale funding, or 3% of total funding

•

Interest rate sensitivity tables are based on conservative deposit assumptions

–

70%

beta

on

all

interest-bearing

deposit

and

sweep

balances

(~50%

betas

experienced

in

2004

–

2006

Fed

tightening

cycle)

–

No modeled re-pricing lag

–

Modeled non-interest bearing commercial DDA runoff of approximately $2.5B (about 10%) for each 100 bps increase in

rates

–

DDA runoff rolls into an interest bearing product with a 100% beta

Change in Interest Rates (bps)

+200 bps Shock

Change in Interest Rates

+100 bps Shock

+200 bps Ramp

3.07%

11.51%

(4.00%)

+25 bps Shock

+100 bps Ramp

1.68%

6.92%

-

-50 bps Shock

-50 bps Ramp

(4.03%)

(7.08%)

-

Betas 25% Higher

Betas 25% Lower

Change in Interest Rates

12

Months

13 to 24 Months

12

Months

Change in Interest Rates

12

Months

13 to 24

Months

12

Months

13 to 24

Months

+200 bps Ramp

2.79%

10.96%

3.34%

+200 bps Ramp

(0.06%)

5.25%

6.20%

17.77%

+100 bps Ramp

1.55%

6.64%

1.82%

+100 bps Ramp

0.12%

3.79%

3.25%

10.05%

13 to 24 Months

12.07%

7.19%

-

ESTIMATED NII SENSITIVITY with DEMAND DEPOSIT BALANCE CHANGES

ESTIMATED NII SENSITIVITY with DEPOSIT BETA CHANGES

Percent Change in NII (FTE)

Percent Change in NII (FTE)

$1B Balance Decrease

$1B Balance Increase

(12.00%)

0.03%

(6.00%)

0.30%

-

(1.35%)

12

Months

13 to 24 Months

12

Months

13 to 24 Months

(1.76%)

ESTIMATED NII SENSITIVITY PROFILE

ESTIMATED EVE SENSITIVITY PROFILE

Percent Change in

NII (FTE)

ALCO Policy Limits

Change in EVE

ALCO Policy Limit

15

© Fifth Third Bancorp | All Rights Reserved

Vantiv update

~$800MM of

gross cash

flows monetized

in Q3

•

Equity Ownership -

As of June 30, 2016, Fifth Third has an approximate 18% ownership interest in Vantiv Holding,

LLC.  for which it records equity method earnings.

•

Warrant -

As of June 30, 2016, Fifth Third owns a warrant associated with Vantiv Holding, LLC. to purchase

approximately 7.8 million Class C (non-voting) units in Vantiv at an exercise price of $15.98 per unit. The warrant is

carried at fair value on the balance sheet as a derivative asset.

•

Tax Receivable Agreement –

Annually Fifth Third recognizes income as part of a Tax Receivable Agreement (TRA)

with Vantiv.  This agreement entitles Fifth Third to receive economic benefits of certain tax deductions or benefits

recognized by Vantiv, Inc. The previously disclosed 3Q16 TRA transaction does not affect the payments expected to

be recognized in 2016 and 2017. Also, the announced transaction does not affect the $1.2 billion in potential TRA

cash flows from additional share sales.

1

Fifth Third  Bancorp’s Q2 2016 10-Q as of June 30, 2016. Subject to changes in Vantiv’s stock price

2

As of 6/30/2016; VNTV closing price of $56.60 x 35MM units. Subject to changes in Vantiv’s stock price. Vantiv’s share price as of 9/8/2016 was $55.03.

3

Based on the analysis performed by Vantiv, Inc. disclosed in its second quarter Form 10-Q.  Estimated cash flow from additional share sales assumes that Fifth Third Bank had exchanged its remaining Class B

undiscounted  and may vary based on a number of factors, including the amount and timing of Vantiv’s future taxable income and the tax rate then applicable, the use of loss carryovers and amortizable basis and

are subject to material change based on changes in Fifth Third Bank’s tax basis in the partnership interest, changes in tax rates, or significant changes in Vantiv, Inc.’s stock price. Cash flows based on additional

share sales are dependent on Fifth Third’s desire and ability to sell additional shares at comparable share prices in desired time frames.

Not recognized

on Fifth Third’s

balance sheet

($s in millions)

Warrant

Book Value of Warrant (carried at Fair Value)

1

327

$  

Equity

Interest

Book Value of Ownership

1

390

Market Value of Ownership

2

1,983

Unrecognized pre-tax value from Vantiv share ownership

1,593

$

Potential Tax Receivable Agreement

Estimated Cash Flow Potential from  Additional Share Sales

3

1,200

$

Units

of

Vantiv

Holding,

had

exercised

its

remaining

warrant

and

exchanged

the

resulting

Class

C

Units

of

Vantiv

Holding,

all

for

Class

A

Shares

of

Vantiv,

Inc.

common

stock

on

June

30,

2016.

TRA

cash

flows

are

16

© Fifth Third Bancorp | All Rights Reserved

$116

$34

$41

$163

$0

$50

$100

$150

$200

$250

$300

3Q16

4Q16

1Q17

2Q17

3Q17

4Q17

1Q18

2Q18

3Q18

4Q18

~$1

$331MM

3Q16 termination and settlement of estimated $331MM gross cash flows expected to be

payable to Fifth Third from

2019 –

2035 in exchange for a $116MM payment; $116MM

pre-tax gain realized by Fifth Third in 3Q16

$75MM

Existing

annual

TRA

payments

expected

to

be

recognized

in

4Q16

and

4Q17

are

not

impacted

$394MM

Agreement to terminate and settle estimated $394MM remaining gross cash flows

expected

to

be

payable

to

Fifth

Third

from

2019-2035

in

exchange

for

expected

payments

from

exercises

of

quarterly

options

1

starting

in

1Q17

through

4Q18

totaling

$171MM pre-tax; expected to result in 3Q16 $163MM pre-tax gain and corresponding

receivable on Fifth Third’s balance sheet

Estimated potential GAAP income recognition

(within

noninterest

income)

($s in millions; pre-tax)

$116

$15

$16

$16

$17

$26

$26

$27

$28

$34

$41

$0

$25

$50

$75

$100

$125

$150

3Q16

4Q16

1Q17

2Q17

3Q17

4Q17

1Q18

2Q18

3Q18

4Q18

Estimated TRA cash flows

1,2

($s in millions; pre-tax)

Continued monetization of Vantiv

1

Options can either be executed by Vantiv or Fifth Third and generate payments to Fifth Third. Projections assume put/call options are exercised every quarter.

2

Fifth Third received a “non-objection” from the Federal Reserve for the ability to repurchase shares in the amount of any realized after-tax gains from the termination and

settlement of any portion of the tax receivable agreement with Vantiv. This excludes the estimated existing annual TRA payment of $34 million in 1Q17 and $41 million in 1Q18.

3

Based on the analysis performed by Vantiv, Inc. disclosed in its second quarter Form 10-Q.

Continue

to

have

additional

potential

TRA

gross

cash

flows,

based

on

additional

share

sales,

of

$1.2

billion

~$800MM

expected

gross

cash

flows from

existing TRA

monetized in

3Q16

~$1

~$1

~$1

~$1

~$1

~$1

~$1

~$1

Realized

in 3Q16

3

1

17

© Fifth Third Bank | All Rights Reserved

$250

$500

$500

$500

$1,100

$2,312

$0

$500

$1,000

$1,500

$2,000

$2,500

2016

2017

2018

2019

2020

2021 on

Fifth Third Bancorp

Fifth Third Capital Trust (Bancorp)

$1,750

$650

$1,850

$1,600

$2,850

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

2016

2017

2018

2019

2020

2021 On

Fifth Third Bank

1

Holding Company:

Bancorp LCR of 110% at 06/30/2016

Holding Company cash at 06/30/16: $2.4B

Cash currently sufficient to satisfy all contractual obligations & common

dividends in a stressed environment for ~23 months without accessing capital

markets; relying on dividends from subsidiaries or any other discretionary

actions

Bank:

No LT debt maturities in 2Q16. During the quarter the Bank issued $1.25B of 5

year senior debt

Available and contingent borrowing capacity (2Q16):

–

FHLB ~$10.5B available, ~$14.4B total

–

Federal Reserve ~$25.7B

2016 Funding Plans:

Moody’s LGF methodology, would require Fifth Third to replace all debt

maturities in 2016 with new LT debt

Total unsecured LT debt maturities in 2016 totaled $3.7BN.  As of 6/30/16,

$1.7BN has matured and $2BN of maturities remain for the calendar year

As of 2Q16, Fifth Third has issued $2.75BN of new LT debt, resulting in

$1BN of LT debt needed to replace all 2016 maturities

Replacement funding will likely take place at the Bank Entity due to the

solid liquidity position at the Holding Company and  FDIC savings on

debt issued at the Bank

Holding company unsecured

debt maturities ($MM)

Bank unsecured debt maturities

($MM –

excl. Retail Brokered & Institutional CDs)

Heavily core funded

Strong liquidity profile

Demand

25%

Interest

checking

17%

Savings/

MMDA

23%

Consumer

time

3%

Foreign

Office

1%

Non-Core

Deposits

2%

S-T

borrowings

3%

Other

liabilities

3%

Equity

12%

L-T debt

11%

S-T

wholesale

5%

1

Represents remaining debt maturities in 2016; $1B matured in 1Q16

2

Represents remaining debt maturities in 2016 ; $700MM matured in 1Q16

2

18

© Fifth Third Bank | All Rights Reserved

2Q16 in review

1

Excludes loans held-for-sale

2

Non-GAAP

measure:

see

Reg

G

reconciliation

on

page

19

of

this

presentation

and

use

of

non-GAAP

measures

on

page

33

of

the

2Q16

earnings

release

Significant pre-tax items in 2Q16 results

($0.01

negative

after-tax

EPS

impact):

—

$50MM pre-tax (~$33MM after-tax) charge

related to the Visa total return swap

—

$19MM pre-tax (~$12MM after-tax) positive

valuation

adjustment

on

the

Vantiv

warrant

—

$11MM pre-tax (~$7MM after-tax) gain on

sale of Pennsylvania branches

—

$11MM pre-tax (~$7MM after-tax) gain on

sale of the agented bankcard loan portfolio

—

$9MM pre-tax (~$6MM after-tax) expense

due to retirement eligibility changes

Core businesses showed solid results given

challenging market conditions

—

Strong corporate banking activity offset

market volatility

—

Mortgage origination volumes up 53% QoQ

Credit trends

—

NCO

ratio

of

37

bps;

flat

YoY

and

5

bps

decrease QoQ

—

NPA ratio of 86 bps; down 2 bps

sequentially 

($ in millions)

2Q16

Seq.

YOY

Average

Balances

Total loans & leases

1

$93,931

1%

2%

Core deposits

$98,973

-

(2%)

Income

Statement

Data

Net interest income (taxable equivalent)

$908

-

2%

Provision for loan and lease losses

91

(24%)

15%

Noninterest income

599

(6%)

8%

Noninterest expense

983

-

4%

Net income attributable to Bancorp

$333

2%

6%

Net income available to common

shareholders

$310

(1%)

6%

Financial

Ratios

Earnings per share, diluted

0.40

-

11%

Net interest margin

2.88%

(3bps)

(2bps)

Efficiency ratio

65.3%

150bps

(10bps)

Return on average assets

0.94%

1bps

4bps

Return on average common equity

8.2%

(10bps)

10bps

Return

on

average

tangible

common

equity

2

9.7%

(20bps)

-

Tangible

book

value

per

share

2

$   16.93

4%

16%

19

© Fifth Third Bank | All Rights Reserved

Regulation G Non-GAAP reconciliation

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconciliation

$ and shares in millions

(unaudited)

June

March

December

September

June

2016

2016

2015

2015

2015

Net interest income (U.S. GAAP)

902

903

899

901

887

Add:

Noninterest income

599

637

1,104

713

556

Less:

Noninterest expense

(983)

(986)

(963)

(943)

(947)

Pre-provision net revenue

518

554

1,040

671

496

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

310

312

634

366

292

Add:

Intangible amortization, net of tax

-

-

-

-

-

Tangible net income available to common shareholders

310

312

634

366

292

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

1,247

1,255

2,515

1,452

1,171

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

16,584

16,376

15,982

15,815

15,841

Less:

Average preferred stock

(1,331)

(1,331)

(1,331)

(1,331)

(1,331)

Average goodwill

(2,416)

(2,416)

(2,416)

(2,416)

(2,416)

Average intangible assets and other servicing rights

(11)

(12)

(13)

(14)

(15)

Average tangible common equity (b)

12,826

12,617

12,222

12,054

12,079

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

16,726

16,323

15,839

15,826

15,605

Less: 

Preferred stock

(1,331)

(1,331)

(1,331)

(1,331)

(1,331)

Goodwill

(2,416)

(2,416)

(2,416)

(2,416)

(2,416)

Intangible assets and other servicing rights

(11)

(12)

(13)

(13)

(14)

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

12,968

12,564

12,079

12,066

11,844

Less: Accumulated other comprehensive income

(889)

(684)

(197)

(522)

(291)

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

12,079

11,880

11,882

11,544

11,553

Total assets (U.S. GAAP)

143,625

142,430

141,048

141,883

141,628

Less: 

Goodwill

(2,416)

(2,416)

(2,416)

(2,416)

(2,416)

Intangible assets and other servicing rights

(11)

(12)

(13)

(13)

(14)

Tangible assets, including unrealized gains / losses (e)

141,198

140,002

138,619

139,454

139,198

Less: Accumulated other comprehensive income / loss, before tax

(1,368)

(1,052)

(303)

(803)

(448)

Tangible assets, excluding unrealized gains / losses (f)

139,830

138,950

138,316

138,651

138,750

Common shares outstanding (g)

766

770

785

795

810

Ratios:

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

9.7%

9.9%

20.6%

12.0%

9.7%

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

8.64%

8.55%

8.59%

8.33%

8.33%

Tangible common equity (including unrealized gains/losses) (c) / (e)

9.18%

8.97%

8.71%

8.65%

8.51%

Tangible book value per share (c) / (g)

$16.93

$16.32

$15.39

$15.18

$14.62

For the Three Months Ended

See page 33 of the 2Q16 earnings release for a discussion on the use of non-GAAP financial measures.

20

© Fifth Third Bank | All Rights Reserved

Regulation G Non-GAAP reconciliation

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconciliation

$ and shares in millions

(unaudited)

June

March

December

September

June

2016

2016

2015

2015

2015

Basel III Final Rule - Transitional to fully phased-in

CET 1 capital (transitional)

$12,112

$11,914

$11,917

$11,574

$11,582

Less: Adjustments to CET 1 capital from transitional to fully phased-in

(1)

(4)

(5)

(8)

(11)

(12)

CET 1 capital (fully phased-in) (a)

12,108

11,909

11,909

11,563

11,570

Risk-weighted assets (transitional)

121,824

121,432

121,290

123,148

122,986

Add: Adjustments to risk-weighted assets from transitional to fully phased-in

(2)

932

1,027

1,178

1,136

1,280

Risk-weighted assets (fully phased-in) (b)

$122,756

$122,459

$122,468

$124,284

$124,266

Estimated CET 1 capital ratio under Basel III Final Rule (fully phased-in) (a) / (b)

9.86%

9.72%

9.72%

9.30%

9.31%

(1)

Primarily relates to disallowed intangible assets (other than goodwill and MSRs, net of associated deferred tax liabilities).

(2)

Primarily relates to higher risk-weighting for MSRs.

June

March

December

September

June

2016

2016

2015

2015

2015

Net interest income (FTE) (c)

$908

$909

$904

$906

$892

Noninterest income excluding certain items

Noninterest income (U.S. GAAP)

$599

$637

$1,104

$713

$556

Gain on sale of Vantiv shares

-

-

(331)

-

-

Gain on Vantiv warrant actions

-

-

(89)

-

-

Vantiv TRA settlement payment

-

-

(49)

-

-

Vantiv warrant valuation

(19)

(47)

(21)

(130)

(14)

Gain on sale of certain branches

(11)

(8)

-

-

-

Gain on sale of the non-strategic agented bankcard loan portfolio

(11)

-

-

-

-

Branch and land valuation adjustments

-

-

-

-

97

Valuation of 2009 Visa total return swap

50

(1)

10

8

2

Securities (gains) / losses

(6)

(3)

(1)

-

(4)

Adjusted noninterest income (d)

$602

$578

$623

$591

$637

Noninterest expense excluding certain items

Noninterest expense (U.S. GAAP)

$983

$986

$963

$943

$947

Contribution for Fifth Third Foundation

-

-

(10)

-

-

Severance expense

(3)

(15)

(2)

(3)

(2)

Retirement eligibility changes

(9)

-

-

-

-

Executive retirements

-

-

-

(6)

-

Adjusted noninterest expense (e)

$971

$971

$951

$934

$945

Adjusted efficiency ratio (e) / [(c ) + (d)]

64.3%

65.3%

62.2%

62.5%

61.8%

Adjusted PPNR (c) + (d)  - (e)

$539

$516

$576

$563

$584

For the Three Months Ended

For the Three Months Ended