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 7, 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 December 7, 2016, 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.

Also, as previously disclosed, the Bancorp anticipates making voluntary rescission offers to eligible plan participants in its 401(k) Plan, Employee Stock Purchase Plan, Nonqualified Deferred Compensation Plan and incentive compensation plans to remediate registration and prospectus delivery defects. The Bancorp currently anticipates launching those offers during the first half of 2017.

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 7, 2016	/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 7, 2016

Exhibit 99.1

©

Fifth Third Bank | 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.

2

©

Fifth Third Bancorp | All Rights Reserved

3

•

$143B Total Assets (#13)

1

•

$94B Total Loans

2

•

61% Commercial

•

39% Consumer

•

$99B Core Deposits

•

$27B AUM

•

115% LCR

•

Tier 1: 11.3%, CET 1: 10.2%,

Leverage Ratio: 9.8%

Sources:

SNL

Financial

–

regulatory

filing

as

of

3Q16,

Earnings

Release

as

of

3Q16;

EOP

Loans

including

loans

HFS

3

EY

2015

Cash

Management

Services

Surveys,

4

Oliver

Wyman

2016

Survey

of

Consumers,

The

2015

Monitor

Top

Bank

50

&

Technology

Issue,

and

6

Experian

Auto

Count

US

States

originations

for

traditional

banks

in

units

2016

through

06/30/2016,

FDIC

2016

Summary

of

Deposits,

ranking

by

MSA,

Mitek

–

2016

Mobile

Deposits

Benchmark

Report,

and

University

of

Michigan

American

Customer

Satisfaction

(ASCI)

Index

#10

Equipment Finance

5

Treasury Management

3

#8

#9

Commercial

&

Industrial

Well-positioned franchise and focused footprint

#9

#11

Non-Captive Prime Auto

Originator

6

Retail Bank

4

In footprint markets

National commercial hub cities

3Q16 Bancorp Overview

Franchise Rankings

#3

-

Banking

Industry

Customer

Satisfaction

Rating

9

2016 Javelin Mobile Banking

Leader: Comprehensive Alerts

#4 -

Mobile Deposit Customer

Experience Rankings

8

Top

5

share

in

11

of

our

15

largest

markets

7

©

Fifth Third Bank | All Rights Reserved

Lending

1

7

5

8

1

9

2

Post-election expectations continue to evolve

•

Potential changes in fiscal policy may boost GDP growth and change the course of

monetary policy

•

We believe it is more likely that the current credit cycle will continue beyond 2017

•

Our 2017 guidance will not assume any Fed actions beyond the expected Dec-16 move

•

Our asset sensitive balance sheet position is expected to continue to support further NII

growth if we see multiple interest rate increases in 2017

•

Direction of credit spreads is uncertain

•

Overall, there is more post-election uncertainty than usual

Industry loan spreads continue to

tighten as balances are growing

Long-end has steepened dramatically;

short-end up only ~5 -

10 bps

1

Bloomberg as of 12/1/16

2

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.

Overnight Fed funds rate expectations

0.63

0.94

1.86

2.40

1ML

3ML

6ML

12ML

2YS

3YS

4YS

5YS

7YS

10YS

15YS

20YS

30YS

0.71

0.83

0.93

1.11

1.60

1.82

2016

2017

2018

2019

1,507

1,543

1,564

1,592

1,649

1,675

1,685

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

1/7/16

12/1/16

FOMC Minutes -

9/21/16

Market expectations -

9/21/16

Market expectations -

12/1/16

C&I Balances ($B)

C&I Spreads (%)

4

©

Fifth Third Bancorp | All Rights Reserved

Yield curve change since the election

results

Fed funds rate expectations have             

also changed

Banking industry loan spreads and balances

1

2

1

0.54

0.89

1.33

2.05

1.13

1.88

2.63

2.56

2.23

Actions taken in 2016 should help us achieve

our long-term financial targets

•

Balance sheet optimization

•

Reduced auto loan originations to optimize return on capital

•

Continue to target C&I loans with appropriate risk/return profiles

•

Efficient capital utilization

•

73% capital distribution YTD

•

Optimization of Vantiv ownership

•

Emphasizing direct investments that drive growth via partnerships

•

Focused risk management

•

Maintaining credit discipline as reflected in asset quality metrics

•

Balanced interest rate and liquidity risk management

•

Continuous progress toward operational and regulatory excellence

•

Improving operational efficiency

•

Lower than anticipated expense growth YTD

•

Targeting positive operating leverage in 2017

•

Making investments to utilize technology for higher efficiency 

5

©

Fifth Third Bancorp | All Rights Reserved

Decrease in branch network

Branch count to be down ~12% from

announced consolidations

Top 10 contracts renegotiated to

benefit Fifth Third beyond 2016

Re-allocating resources from

retail to other areas

•

Reinvesting savings from branch rationalization into digital technologies to lower

operating expenses and grow revenues in retail network

•

$50 million in direct 2017 pre-tax benefit from top ten 2016 contract re-negotiations

•

Rationalizing non-branch facilities and enhancing workspace options

•

Utilizing data and technology infrastructure for headcount and resource re-allocation

•

Targeting significant savings from end-to-end redesign in commercial lending

Lowering expense growth to drive positive

operating leverage

6

-4.5%

19.3%

-1.3%

Retail

IT

Total Bancorp

FTE count: 3Q16 vs. 3Q15

3Q15

4Q15

1Q16

2Q16

3Q16

Banking Centers

3Q16 announced

$48

$50

$63

$85

2016

2017

2018

2019

Projected pre-tax impact of top ten 2016

contract re-negotiations relative to 2015

($s millions)

©

Fifth Third Bancorp | All Rights Reserved

•

North Star designed to enhance profitability with stable long-term growth

-

Seeking balanced growth between commercial and consumer businesses

-

Targeting controlled operating expenses and accelerating revenue growth

•

Some initiatives have short-term payoffs; many will impact results beyond 2017

year-end

2017

Select North Star Initiatives

Expanded mortgage capacity via new system

Teller automation

Omni-channel distribution investments

New credit card products and investments in analytics

GreenSky -

originations

Specialty and Asset-Based Lending growth

New vertical build-outs

End-to-end process re-design

Continued capital markets growth

Enhanced profitability measurement capabilities

Treasury Mgmt. product expansion and optimization

Compensation plan re-design / headcount rationalization

Renegotiate major vendor contracts

Automation and robotics initiatives

Non-branch rationalization and workspace management

Primary Focus

Revenue / Expense

Focused on enhancing long-term profitability

R + E

E

R + E

R

R

R

R

R + E

R

R + E

E

E

E

E

Ongoing initiatives

<50%

50-75%

76-100%

R

year-end

2018

year-end

2019

Progress towards full

financial run-rate impact

GreenSky -

full channel integration & digital capabilities

R

7

Optimizing the use of capital

•

Focused on disciplined market share growth without compromising returns

•

Reducing capital allocation to single-product, low-utilization investment grade

corporate relationships; redeploying capital to strategic growth areas

•

Targeting opportunities in consumer lending to optimize returns in areas with high

growth potential

–

Personal lending and credit card growth in footprint

As a result of our focus on

profitability, our loan yields

have outperformed peers

Cumulative change

FITB: +10 bps

Peers: +4 bps

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

C&I Loans and Yields

Expanding yields in portfolios

largely concentrated in fixed

rate products

8

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

FITB

Peer Median

$56.98

$57.17

$57.15

$58.16

$57.81

$0.63

$1.53

$2.32

3.09%

3.09%

3.21%

3.22%

3.25%

3Q15

4Q15

1Q16

2Q16

3Q16

Average Commercial Balances ex

deliberate runoff.  ($BN)

Average Balance

Ex. 2016 Runoff

FITB Yield

2.62%

2.67%

2.65%

2.68%

2.71%

3.23%

3.16%

3.14%

3.16%

3.18%

3Q15

4Q15

1Q16

2Q16

3Q16

Auto

Securities

©

Fifth Third Bancorp | All Rights Reserved

9

©

Fifth Third Bancorp | All Rights Reserved

Credit discipline is a top priority

•

Growing loans while maintaining credit discipline

•

Disciplined underwriting standards for CRE client selection

•

Criticized assets at lowest level since Q3 2007; outperforming peers

•

Growth in SNC balances helped achieve profitability with higher credit quality

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

1

Source:

Company

10-Q

filings

as

of

6/30/14

and

9/30/16;

CFG

excluded

as

criticized

asset

data

was

not

publicly

disclosed

as

of

6/30/14

2

NPA ratios on a comparable basis to Fifth Third (Nonperforming portfolio assets as a percent of portfolio loans and leases and OREO)

3

Source:

OCC/Federal

Reserve

Shared

National

Credit

Review:

1

st

Quarter

2016

Review

4

Source: Moody’s Investors Service.

2013

2014

2015

2016

YTD

Regionals

20%

28%

19%

16%

FITB

19%

17%

12%

9%

•

3.3% of SNC commitments

criticized compared to 10.3%

for

industry

3

•

Vertical growth can result in

additional SNC commitments

•

SNC

balance

growth

by

year

4

:

Credit quality of SNC portfolio

higher than industry

Declining non performing asset

levels

Decrease in

criticized

assets

Primarily driven

by

energy-related NPAs

Change in commercial

criticized asset ratio

from 2Q14 to 3Q16

-1.5%

-0.5%

0.5%

1.5%

2.5%

3.5%

FITB

MTB

BBT

PNC

HBAN

USB

RF

ZION

STI

KEY

CMA

0.67%

0.65%

0.70%

0.88%

0.86%

0.75%

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

Nonperforming asset ratio

FITB

Peer Median

1

2

10

Targeting growth in

scale and scope within

risk appetite

Committed to higher

profitability and

attractive returns relative

to peer-group

Well-positioned to

achieve long-term

targets under various

economic conditions

In summary

Will create additional

shareholder value

Profitability

Growth

Stability

10

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Fifth Third Bancorp | All Rights Reserved

11

©

Fifth Third Bancorp | All Rights Reserved

Appendix

•

4Q16 warrant net exercise and share sale successfully executed; expected to

result in ~$6MM after-tax gain and 4 bps increase in CET1

•

Vantiv gains monetized from Fifth Third actions since 4Q15 resulting in ~$493MM

in after-tax value to shareholders:

•

4Q15: $32MM related to TRA termination and settlement

•

4Q15: $273MM related to warrant cancellation and share sale gains

•

3Q16: $182MM related to TRA termination and settlement

•

4Q16: $6MM warrant net exercise and share sale gains

•

Still hold 17.9% ownership interest in Vantiv Holdings LLC; retaining 1 board seat

•

Will continue to account for ownership under equity method of accounting

•

Significant contractual arrangements between Fifth Third and Vantiv

Continuing to monetize our Vantiv stake

©

Fifth Third Bancorp | All Rights Reserved

12

•

NII increased $5MM sequentially while NIM

remained stable at 2.88%

•

Reported noninterest income up 40% sequentially

primarily driven by Vantiv TRA-related items

•

Stable underlying fee revenue

•

Adjusted

:

down

1%

sequentially

primarily

due

to

the

change in MSR valuation adjustments

•

Tightly controlled operating expenses

•

Reported noninterest expenses down $10 million

sequentially

•

Adjusted

expenses

down

1%

sequentially

•

Strategic investments on-track

•

Overall credit conditions benign and in-line with

expectations

Third Quarter 2016

Highlights

1

Non-GAAP

measure:

see

Reg

G

reconciliation

on

page

21

of

this

presentation

and

use

of

non-GAAP

measures

on

page

33

of

the

3Q16

earnings

release

2

See page 14 of this presentation for impact of certain items

Diluted EPS

Reported $0.65

Included $0.22 net positive impact

from

certain

items

Net Income to

Common

$501 million

LCR

115%

13

©

Fifth Third Bancorp | All Rights Reserved

1

1

2

1

14

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 

3Q16 in review

1

Excludes loans held-for-sale

2

Non-GAAP

measure:

see

Reg

G

reconciliation

on

pages

20

and

21

of

this

presentation

and

use

of

non-GAAP

measures

on

page

33

of

the

3Q16

earnings

release

©

Fifth Third Bancorp | All Rights Reserved

15

Pre-tax pre-provision earnings and efficiency

ratio trend

1

1

Non-GAAP measures: see Reg

G reconciliation on page 21 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

©

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

Fifth Third Bancorp

Fifth Third Capital Trust (Bancorp)

$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

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

©

Fifth Third Bancorp | All Rights Reserved

16

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%

35%

46%

19%

Balance sheet positioning

Commercial

Loans

1,2

Investment

Portfolio

Consumer

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

•

Float: $10.2B

•

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

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

•

Float: $5.1B

•

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

65%

25%

8%

1%

<1%

©

Fifth Third Bancorp | All Rights Reserved

17

1

3

3

1

Debt

1

Loans

3

7%

12%

74%

7%

21%

28%

43%

6%

2%

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

18

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Fifth Third Bancorp | All Rights Reserved

19

©

Fifth Third Bancorp | All Rights Reserved

Credit trends

Residential Mortgage

Commercial & Industrial

Home Equity & Automobile

Commercial Real Estate

* Excludes loans held-for-sale.

Regulation G Non-GAAP reconciliation

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

20

©

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.

21

©

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%

62.4%

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