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): November 3, 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 November 3, 2016, Fifth Third Bancorp will present at the BancAnalysts Association of Boston 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)
November 3, 2016	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Executive Vice President and
	Chief Financial Officer

EX-99.1

© Fifth Third Bank | All Rights Reserved

BancAnalysts Association of Boston

Conference

Tayfun Tuzun

Executive Vice President & Chief Financial Officer

November 3, 2016

Exhibit 99.1

2

© Fifth Third Bancorp | All Rights Reserved

The banking industry continues to evolve

A low interest

rate environment

and

tightening

credit spreads

pose a challenge

to profitability

Technology is

transforming the

way people bank

and the way the

business of banking

is conducted

Fifth Third is taking steps to capitalize on opportunities

The

banking

sector

is

continuing

to

undergo

a

significant

transformation.

This poses both challenges and opportunities for Fifth Third.

Credit cycle

continues to

lengthen, partially

due to unique

global economic

circumstances

3

© Fifth Third Bancorp | All Rights Reserved

1,507

1,543

1,564

1,592

1,649

1,675

1,685

2.56

2.23

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

•

Commercial loan spreads for the industry overall continue to tighten

•

Fifth

Third’s

NIM

is

stabilizing

and

our

loan

yields

have

outperformed

peers

•

Focused on more profitable relationships at appropriate spreads

•

Driving increased fee revenues and introducing new products

Robust growth in corporate banking business

Emphasis on growing our credit card portfolio

Low rates continue to pressure profitability

Fifth Third margins are

stabilizing

Industry loan spreads continue

to tighten as balances are

growing

As a result of our focus on

profitability, our loan yields

have outperformed peers

Note: Peer Median includes BBT, CFG, CMA, HBAN, KEY, MTB, PNC, RF, STI, USB, and ZION; Company filings.

1

Source: Spreads -

Federal Reserve E.2 Survey of Terms of Business Lending, all C&I loans, 4Q moving average; Balances -

Federal

Reserve H.8 C&I balances for all domestic commercial banks, seasonally adjusted.

2

Source: FFIEC Net Interest Margins for all U.S. Banks

3

Non-GAAP measure: see Reg

G reconciliation on page 19 of this presentation.

Banking industry loan spreads and balances

Net Interest Margin (%)

3

Cumulative change

FITB: +10 bps

Peers: +4 bps

0.00%

0.10%

-0.01%

0.01%

-0.04%

0.13%

-0.05%

0.00%

4Q15

1Q16

2Q16

3Q16

Q-Q change in loan yields since the

4Q15 Fed funds rate hike

C&I Balances ($B)

C&I Spreads (%)

FITB (FTE)

Impact of Deposit Advance

Industry

FITB

Peer Median

2.90

2.89

2.85

2.91

2.88

2.88

2.86

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

1

4

© Fifth Third Bancorp | All Rights Reserved

0.7%

0.9%

1.1%

3Q15

4Q15

1Q16

2Q16

3Q16

Growth is coming at the expense of returns

•

U.S. economy is growing slowly, with a corporate profit recession

•

Fed H8 indicating a deceleration with first monthly C&I decline in 5 years

•

Fifth Third is focused primarily on:

Organic growth

Re-positioning the portfolio

Deliberately exiting less profitable relationships

Loan growth is resulting in

lower returns across the

banking sector

Focusing on appropriate risk /

return profile

Continuing focus on non-credit

related income

Corporate Banking Fee Growth ($MM)

7% CAGR

ROE

ROA

Note: Peer Median includes BBT, CFG, CMA, HBAN, KEY, MTB, PNC, RF, STI, USB, and ZION; SNL Financial on a core basis.

Industry source: Federal Financial Institutions Examination Council for all U.S. banks, October 31, 2016

1

Non-GAAP measure: see Reg

G reconciliation on page 19 of this presentation

7%

8%

9%

10%

11,877

11,670

11,283

10,887

10,508

3Q15

4Q15

1Q16

2Q16

3Q16

Auto Loan Balances HFI ($MM)

53,137

53,327

53,272

54,258

53,852

3Q15

4Q15

1Q16

2Q16

3Q16

Commercial Loan Balances HFI ($MM)

104

104

102

117

111

3Q15

4Q15

1Q16

2Q16

3Q16

FITB Core

Peer Median

Industry

1

5

© Fifth Third Bancorp | All Rights Reserved

-1.5%

-0.5%

0.5%

1.5%

2.5%

3.5%

FITB

BBT

PNC

HBAN

MTB

RF

USB

STI

ZION

KEY

CMA

Credit quality remains stable

Charge-off rates remain low,

with quarterly variability

Decrease in

criticized assets

Declining nonperforming asset

levels

•

Third longest economic recovery since the 1960s

•

Credit metrics across industry remain at post-recession lows

•

Our criticized assets continue to decline, now lowest level since 3Q07

•

NPAs have stabilized and have improved

•

Growing loans that meet return hurdles while maintaining credit discipline

•

Maintaining stringent underwriting standards for CRE client selection

Change in commercial

criticized asset ratio 

from 2Q14 to 2Q16

2Q16 to 3Q16

Primarily driven

by

energy-related NPAs

0.88%

0.82%

0.76%

0.67%

0.65%

0.70%

0.88%

0.86%

0.75%

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

Nonperforming asset ratio

Net charge-off ratio

Consumer

Commercial

6

© Fifth Third Bancorp | All Rights Reserved

•

Investments in IT infrastructure and

back-office functions

•

Branch consolidation and digitization

•

Mobile and digital enhancements

•

Partnering with GreenSky

•

Joined Zelle P2P mobile network

Capitalizing on technology changes

Decrease in branch network

Deposit channel trends

Branch count to be down ~12% from

announced consolidations

Technology & Communication expense ($MM)

Digital transactions exceed in-

person transactions

Branch transactions make up less than half of

all transactions (as of 3Q16)

Investments in IT have

increased

Branch, 39%

ATM, 28%

Internet, 14%

Mobile, 18%

Other, 1%

56

59

56

60

62

3Q15

4Q15

1Q16

2Q16

3Q16

95%

14%

-17%

Mobile

ATM

Branch

Change from 3Q16 to 3Q14

Consumers continue to increase the percentage

of deposits via digital channels

3Q15

4Q15

1Q16

2Q16

3Q16

Banking Centers

3Q16 announced

7

© Fifth Third Bancorp | All Rights Reserved

All returns are shown on a trailing 4 quarter basis, ending 3Q16.

1

Forward-looking Non-GAAP measure: see cautionary statement on page 9 of the presentation and page 33 of the 3Q16 earnings release for use of certain forward-looking non-GAAP measures

2

Share price as of 10/25/16; Tangible Book Value per share as of 3Q16, per SNL Financial

3

Core ROTCE, or core return on average common equity, is a non-GAAP measure. All peer core net income available to common shareholders figures per SNL Financial, last four quarters ended 3Q16; For Fifth Third Core ROTCE, see page 19, which also

includes a Reg

G Non-GAAP reconciliation.

4

Peers include BBT, CFG, CMA, HBAN, KEY, MTB, PNC, RF, STI, USB, and ZION

Focused on enhancing profitability through

the cycle

•

Project North Star expected to help us achieve our long-term financial

targets of 12 –

14% ROTCE and 1.1 –

1.3% ROA

•

North Star is in addition to actions we had already planned

•

Targeting positive operating leverage in 2017

Current Path to 2019 ROTCE

targets

Achieving our North Star targets should help

increase our valuation

Project North Star

Long Term Target

(12-14%)

FITB

3Q16

ROTCE

(LTM ending 3Q16)

P/TBV

1.54x implied

P/TBV

1.78x implied

P/TBV

Base

Improvements

~45%

Balance

Sheet

Optimization

~15%

~$800MM pre-tax income improvement

contribution

Peers

4

R² = 0.883

0.70x

0.80x

0.90x

1.00x

1.10x

1.20x

1.30x

1.40x

1.50x

1.60x

1.70x

1.80x

1.90x

2.00x

2.10x

2.20x

2.30x

2.40x

6%

8%

10%

12%

14%

16%

18%

20%

Enhanced

Fee

Revenue

~20%

Expense

Reductions

~20%

2

1

3

8

© 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

Profitability

Growth

Stability

9

© Fifth Third Bancorp | All Rights Reserved

Cautionary statement

This presentation 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.

In this presentation, we may sometimes provide non-GAAP financial information. Please note that although non-GAAP financial measures provide useful insight to

analysts, investors and regulators, they should not be considered in isolation or relied upon as a substitute for analysis using GAAP measures. We provide GAAP

reconciliations for non-GAAP measures in a later slide in this presentation as well as in our earnings release, both of which are available in the investor relations section

of our website, www.53.com.

Management has provided forward-looking guidance on certain Non-GAAP measures in connection with this presentation in order to facilitate comparability with the

Bancorp’s historical performance and financial condition as reflected in these Non-GAAP measures. Such forward-looking Non-GAAP measures include return on

tangible common equity; net interest margin (FTE); net interest income (FTE); and noninterest income, excluding certain transactions and adjustments related to the

Bancorp’s investment in Vantiv, Visa total return swap, and branch sales, closures and consolidations. Bancorp’s management does not estimate on a forward-looking

basis the impact of items similar to those that it has excluded to generate these Non-GAAP measures on a historical basis because the occurrence and amounts of

items such as these are difficult to predict. As a result, the Bancorp has not provided reconciliations of its forward-looking Non-GAAP measures.

10

© Fifth Third Bancorp | All Rights Reserved

Appendix

11

© Fifth Third Bancorp | All Rights Reserved

•

NII increased $5MM sequentially while NIM

remained stable at 2.88%

1

•

Reported noninterest income up 40% sequentially

primarily driven by Vantiv

TRA-related items

•

Stable underlying fee revenue

•

Adjusted

1

: down 1% sequentially primarily due to the

change in MSR valuation adjustments

•

Tightly controlled operating expenses

•

Reported noninterest expenses down $10 million

sequentially

•

Adjusted

1

expenses down 1% sequentially

•

Strategic investments on-track

•

Overall credit conditions benign and in-line with

expectations

Third Quarter 2016

Highlights

Earnings Per

Share

Reported $0.65

Included $0.22 net positive impact

from certain items

2

Net Income to

Common

$501 million

LCR

115%

1

Non-GAAP measure: see Reg

G reconciliation on page 19 of this presentation and use of non-GAAP measures on page 33 of the 3Q16 earnings release

2

See page 12 of this presentation for impact of certain items

12

© Fifth Third Bancorp | All Rights Reserved

3Q16 in review

1

Excludes loans held-for-sale

2

Non-GAAP measure: see Reg

G reconciliation on pages 18 and 19 of this presentation and use of non-GAAP measures on page 33 of the 3Q16 earnings release

Significant pre-tax items in 3Q16 results

($0.22 net positive after-tax EPS impact):

—

$280MM pre-tax (~$182MM after-tax) gain

from the termination and settlement of gross

cash flows from Vantiv TRA

—

$28MM pre-tax (~$18MM after-tax) non-cash

impairment charge related to previously

announced changes to the branch network

—

$12MM pre-tax (~$8MM after-tax) charge

related to the Visa total return swap

—

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

sale of a non-branch facility

—

$9MM pre-tax (~$6MM after-tax) charge from

the transfer of certain nonconforming

investments affected by the Volcker Rule to

held-for-sale

—

$8MM beneficial tax impact in connection

with certain commercial lease terminations

Core businesses showed solid results given

challenging market conditions

—

Mortgage origination volumes up 7% QoQ

Credit trends

—

NCO ratio of 45 bps; up 8

bps sequentially

—

NPA ratio of 75 bps; down 11 bps

sequentially 

13

© Fifth Third Bancorp | All Rights Reserved

Pre-tax pre-provision earnings and efficiency

ratio trend

1

1

Non-GAAP measures: see Reg

G reconciliation on page 19 of this presentation and use of non-GAAP measures on page 33 of the 3Q16 earnings release

2

Prior quarters include similar adjustments.

Adjusted PPNR up 1% sequentially

–

Due to increases in net interest income and

service charges on deposits

Adjusted PPNR down 4% YoY

–

Driven by personnel expenses and changes in

net MSR valuation adjustments

PPNR reconciliation

14

© Fifth Third Bancorp | 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

1

Available and contingent borrowing capacity (3Q16):

–

FHLB ~$11.5B available, ~$14.9B total

–

Federal Reserve ~$25.5B

Holding Company:

Bancorp LCR of 115% at 9/30/16

Holding Company cash at 9/30/16: $2.3B

Cash currently sufficient to satisfy all fixed obligations in a stressed

environment for ~20 months (debt maturities, common and preferred

dividends, interest and other expenses) without accessing capital

markets; relying on dividends from subsidiaries or any other

discretionary actions

Bank Entity:

No long-term debt maturities in 3Q16. During the quarter the Bank

delivered notice of redemption of $1.75B of senior notes to be

redeemed on 10/19/16. These notes had an original maturity date of

11/18/16

Also during the quarter the Bank issued $1.0B of 3-year senior debt in

two tranches -

$750MM fixed and $250MM of floating rate securities

2016 Funding Plans:

As of 9/30/16, Fifth Third has completed the refinancing of all 2016 debt

maturities and believes these actions are sufficient to satisfy Moody’s

Loss Given Failure (LGF) methodology

Holding company unsecured

debt maturities ($MM)

Bank unsecured debt maturities

($MM –

excl. Retail Brokered & Institutional CDs)

Heavily core funded as of 9/30/16

Strong liquidity profile

S-T

wholesale

4%

1

Represents remaining debt maturities in 2016

1

Demand

25%

Interest

checking

17%

Savings/

MMDA

24%

Consumer

time

3%

Foreign

Office

0%

Non-Core

Deposits

2%

S-T

borrowings

2%

Other

liabilities

3%

Equity

12%

L-T debt

12%

$1,750

$650

$1,850

$2,600

$2,850

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

2016

2017

2018

2019

2020

2021 On

Fifth Third Bank

Fifth Third Bancorp

Fifth Third Capital Trust (Bancorp)

15

© Fifth Third Bancorp | All Rights Reserved

35%

46%

19%

Balance sheet positioning

Commercial

Loans

1,2

Investment

Portfolio

Consumer

Loans

1

Note: All data as of 9/30/16

1

Includes HFS Loans & Leases

2

Fifth Third had $4.48BN 1ML receive-fix swaps outstanding against C&I loans, which are now being included in fixed

3

Fifth Third had $3.46BN 3ML receive-fix swaps outstanding against long term debt, which are now being included in floating

•

Fixed: $14.3B

1, 2

•

Float: $43.3B

1, 2

•

1ML based: 61%

(of total commercial)

•

3ML based: 8%  (of total commercial)

•

6ML based:

1% (of total commercial)

•

Prime based: 5% (of total commercial)

•

Weighted Avg. Life: 1.78 years

•

48% allocation to bullet/locked-out

cash flow securities

•

Investment portfolio yield: 3.18%

•

Duration: 4 years

•

Net unrealized pre-tax gain: $1.2B

•

98% AFS

•

Fixed:

$26.5B

1

•

Float:

$10.2B

1

•

12ML based: 4%  (of total consumer)

•

Prime based: 24% (of total consumer)

•

Weighted Avg. Life: 3.32 years

•

Avg. duration of Auto book: 1.30 years

Long Term

Debt

3

Key Characteristics

Balance Sheet Mix

Fixed vs. Floating

Level 1

100% Fix  /  0% Float

Level 2A

100% Fix  /  0% Float

Non-HQLA

75% Fix  /  25% Float

C&I

20% Fix  /  80% Float

Commercial

Mortgage

24% Fix  /  76% Float

4% Fix  /  96% Float

Commercial

Construction

100% Fix  /  0% Float

Commercial

Lease

Resi Mtg &

Construction

90% Fix  /  10% Float

Auto

100% Fix  /  0% Float

10% Fix  /  90% Float

Home Equity

30% Fix  /  70% Float

Credit Card

100% Fix  /  0% Float

Other

•

Fixed:

$11.8B

3

•

Float:

$5.1B

3

•

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

•

3ML based: 30%  (of total long term debt)

•

Weighted Avg. Life: 4.59 years

Senior Debt

30% Fix  /  70% Float

Sub Debt

94% Fix  /  6% Float

96% Fix  /  4% Float

Auto Securiz.

Proceeds

0% Fix  /  100% Float

TRUPS

100% Fix  /  0% Float

Other

21%

28%

2%

6%

43%

65%

25%

8%

1%

<1%

74%

12%

7%

7%

16

© Fifth Third Bancorp | All Rights Reserved

Interest rate risk management

Note: Data as of 9/30/16

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. 

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

•

NII benefits from asset rate reset in a rising rate environment

–

57% of total loans are floating rate (75% of commercial considering impacts of interest rate swaps and 28% of consumer)

–

Investment portfolio duration of 4 years

–

Short-term wholesale funding represents approximately 12% of total wholesale funding, or 2% of total funding

–

Approximately $12B in non-core funding matures beyond one year

•

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

17

© Fifth Third Bancorp | All Rights Reserved

Credit trends

Residential Mortgage

Commercial & Industrial

Home Equity & Automobile

Commercial Real Estate

* Excludes loans held-for-sale.

18

© Fifth Third Bancorp | All Rights Reserved

Regulation G Non-GAAP reconciliation

See page 33 of the 3Q16 earnings release for a discussion on the use of non-GAAP financial measures.

19

© Fifth Third Bancorp | All Rights Reserved

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconciliation

$ and shares in millions

(unaudited)

September

June

March

December

September

2016

2016

2016

2015

2015

Net interest income (U.S. GAAP)

$907

$902

$903

$899

$901

Add: FTE Adjustment

6

6

6

5

5

Net interest income on an FTE basis (a)

$913

$908

$909

$904

$906

Net interest income on an FTE basis (annualized) (b)

$3,632

$3,652

$3,656

$3,587

$3,594

Noninterest income (U.S. GAAP) (c)

$840

$599

$637

$1,104

$713

Gain on sale of Vantiv shares

-

-

-

(331)

-

Gain on Vantiv warrant actions

-

-

-

(89)

-

Vantiv TRA-related transactions

(280)

-

-

(49)

-

Gain from the sale of a non-branch facility

(11)

-

-

-

-

Branch / land impairment charge

28

-

-

-

-

Valuation of 2009 Visa total return swap

12

50

(1)

10

8

Transfer of certain nonconforming investments under Volcker to held-for-sale

9

-

-

-

-

Vantiv warrant valuation

2

(19)

(47)

(21)

(130)

Gain on sale of certain branches

-

(11)

(8)

-

-

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

-

(11)

-

-

-

Securities (gains) / losses

(4)

(6)

(3)

(1)

-

Adjusted noninterest income (d)

$596

$602

$578

$623

$591

MSR valuation adjustments

(9)

6

11

13

8

Adjusted noninterest income, excluding MSR valuation adjustments

$605

$596

$567

$610

$583

Noninterest expense (U.S. GAAP) (e)

$973

$983

$986

$963

$943

Contribution for Fifth Third Foundation

(3)

-

-

(10)

-

Severance expense

(4)

(3)

(15)

(2)

(3)

Retirement eligibility changes

-

(9)

-

-

-

Executive retirements

-

-

-

-

(6)

Adjusted noninterest expense (f)

$966

$971

$971

$951

$934

Average interest-earning assets (g)

126,092

126,847

125,651

125,843

124,431

Average assets (h)

142,726

142,920

141,582

141,973

140,706

Net interest margin (b) / (g)

2.88%

2.88%

2.91%

2.85%

2.89%

Efficiency ratio (e) / [(a) + (c)]

55.5%

65.2%

63.8%

48.0%

58.2%

Adjusted efficiency ratio (f) / [(a) + (d)]

64.0%

64.3%

65.3%

62.2%

62.5%

PPNR (FTE) (a) + (e) - (c)

$780

$524

$560

$1,045

$676

Adjusted PPNR (a) + (d)  - (f)

$543

$539

$516

$576

$563

Net income attributable to Bancorp (U.S. GAAP) (i)

$516

$333

$327

$657

$381

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

$501

$310

$312

$634

$366

Combined pre-tax PPNR adjustments (d) - (c) + (e) - (f)

(237)

15

(44)

(469)

(113)

Less: Impact of assumed 35% rate on adjustments

(83)

5

(15)

(164)

(40)

After-tax impacts of certain items (k)

(154)

10

(29)

(305)

(73)

Core net income available to common shareholders (j) + (k)

$347

$320

$283

$329

$293

Core net income available to common shareholders (annualized) (l)

$1,380

$1,287

$1,138

$1,305

$1,162

Core net income (i) + (k)

$362

$343

$298

$352

$308

Core net income (annualized) (m)

$1,440

$1,380

$1,199

$1,397

$1,222

Average tangible common equity, including unrealized gains & losses, prior 4 quarters (n)

12,750

Core return on average tangible common equity, prior 4 quarters of (j) + (k) / (n)

10.0%

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

15,552

15,253

15,045

14,651

14,484

Core return on assets (annualized) (m) / (h)

1.01%

0.97%

0.85%

0.98%

0.87%

Core return on equity (annualized) (l) / (o)

8.88%

8.44%

7.57%

8.91%

8.03%

For the Three Months Ended

Regulation G non-GAAP reconciliation

See page 33 of the 3Q16 earnings release for a discussion on the use of non-GAAP financial measures.