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): March 7, 2017

(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 March 7, 2017, Fifth Third Bancorp will present at the RBC Capital Markets Financial Institutions Conference. A copy of this presentation is attached as Exhibit 99.1.

The information in Item 7.01 of this Form 8-k and Exhibit 99.1 furnished herewith shall not be deemed filed for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, 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)
March 7, 2017	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Executive Vice President and Chief Financial Officer

EX-99.1

RBC Capital Markets Financial

Institutions Conference 2017

Greg D. Carmichael

President & Chief Executive Officer

March 7, 2017

Exhibit 99.1

2

©

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) changes in customer preferences or information technology systems; (12) effects of critical accounting

policies and judgments; (13) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board (FASB) or other regulatory

agencies; (14) 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; (15) ability to maintain favorable ratings from rating agencies; (16) failure of models or risk management systems or controls; (17) fluctuation of Fifth Third’s

stock price; (18) ability to attract and retain key personnel; (19) ability to receive dividends from its subsidiaries; (20) potentially dilutive effect of future acquisitions on current

shareholders’ ownership of Fifth Third; (21) declines in the value of Fifth Third’s goodwill or other intangible assets; (22)

effects of accounting or financial results of one or more

acquired entities; (23) difficulties from Fifth Third’s investment in, relationship with, and nature of the operations of Vantiv

Holding, LLC; (24) loss of income from any sale or

potential sale of businesses (25) difficulties in separating the operations of any branches or other assets divested; (26) losses or adverse impacts on the carrying values of

branches and long-lived assets in connection with their sales or anticipated sales; (27) inability to achieve expected benefits from branch consolidations and planned sales

within desired timeframes, if at all; (28) ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications

networks; and (29) 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); adjusted noninterest income excluding mortgage banking net revenue; and adjusted 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.

3

©

Fifth Third Bank | All Rights Reserved

•

$142B Total Assets (#13)

1

•

$93B Total Loans

2

-

61% Commercial

-

39% Consumer

•

$101B Core Deposits

•

$31B AUM

•

128% LCR

•

CET 1: 10.4%

1

SNL

Financial;

regulatory

filing

as

of

4Q16,

2

2016

10-K;

EOP

loans

including

loans

HFS

3

EY

2016

Cash

Management

Services

Surveys,

4

Oliver

Wyman

2016

Survey

of

Consumers,

5

The

2015

Monitor

Top

Bank

50

&

Technology

Issue,

6

Ponemon

Institute

12

th

annual

Privacy

Trust

Study

for

Retail

Banking,

7

University

of

Michigan

American

Customer

Satisfaction

(ASCI)

Index,

8

Mitek

2016

Mobile

Deposits

Benchmark

Report,

and

9

FDIC

2016

Summary

of

Deposits;

ranking

by

MSA

Well-positioned franchise and focused footprint

In footprint markets

National commercial hub cities

4Q16 Bancorp Overview

#10

Equipment Finance

5

Treasury Management

3

#7

#9

Commercial & Industrial

Lending

#9

Retail Bank

4

Franchise Rankings

#2

-

Most

Trusted

Companies

for

Retail

Banking

#4 -

Mobile Deposit Customer

Experience Rankings

#3 -

Banking Industry Customer

Satisfaction Rating

Top

5

deposit

share

in

11

of

our

15

largest

markets

6

7

8

9

1

4

©

Fifth Third Bank | All Rights Reserved

Fintech is in our DNA

1973

FITB enters the fintech

space with its payments

processing business

Midwest Payment

Systems (MPS)

1980’s

Money transfer

volume exceeds

telegraph service 

for the first time, 

Fifth Third joins

SWIFT

2009

Fifth Third sold

51% of FTPS,

remaining invested

in the business,

later rebranded as

Vantiv

1977

Fifth Third

introduced an

online automated

teller system –

JEANIE® –

the first

shared ATM network

in the United States

2003

MPS is rebranded

as Fifth Third

Processing

Solutions (FTPS)

1990’s

Fifth Third launches a

debit card program, the

Master Money card  for

processing online credit

card sales

2004

Check 21 -

Fifth Third takes

an industry leadership

position by enabling the back

office for check image

capture and is one of the

initial owner banks of the

SVPCO Image Exchange

Network

2017

Partnership with

leading fintech venture

capital firm QED

Investors

2007

Fifth Third

evolved the

“smart safe”

technology with

the first

provisional

credit offering

2016

Partnerships and strategic

investments with GreenSky,

ApplePie,

AvidXchange,

Transactis, and Zelle

1970

FITB becomes a

member of the

association National

BankAmericard Inc.,

which later becomes

Visa

5

©

Fifth Third Bank | All Rights Reserved

The economic backdrop is more positive

•

The unemployment rate remains low and economic indicators are positive

We are benefiting from higher interest rates

The Fed has indicated the need to possibly accelerate tightening

•

The government is expected to take steps that should be positive for banks

Overall: Potential tax breaks and fiscal stimulus related to infrastructure and defense spending

Banking: Fiduciary rule, CFPB, regulatory relief, additional Fed rate hikes

•

But there is still some uncertainty

Source: Bloomberg; data as of 03/1/2017

9.4%

16.7%

9.8%

4.8%

0.44

1.23

2.16

0.81

2.10

2.69

1ML

3ML

6ML

12ML

2YS

3YS

4YS

5YS

7YS

10YS

15YS

20YS

30YS

3/1/2016

3/1/2017

Interest rates have risen

Fed funds rate 2017 expectations

continue to increase

Overall strong employment numbers

98%

85%

55%

1+

2+

3+

9/30/2016

11/30/2016

12/31/2016

3/1/2017

2017

2016

2015

2014

2013

2012

2011

2010

Unemployment

Underemployment

6

©

Fifth Third Bank | All Rights Reserved

Our strong balance sheet is allowing us to

capitalize on opportunities

•

Strong capital ratios; CET1 up 57 bps since the end of 2015

•

Balanced interest rate risk profile well-positioned to benefit from rising rate environment

•

Vantiv ownership with sizeable unrecognized value

•

Continue to reduce auto exposure with balances down $1.5 billion since 2015

•

Our criticized asset ratio improved 154 bps in 2016; lowest level since Q3 2007

•

Growing loans that meet return hurdles while maintaining credit discipline

1

SNL Financial; regulatory filing as of 4Q16,

2

Peer 4Q16 earnings releases

1

1

Also have additional upside potential from

unrecognized Vantiv ownership

ZION

PNC

BBT

RF

MTB

FITB

CFG

CMA

USB

KEY

HBAN

STI

Common Equity Tier 1 Ratio

Tier 1 Ratio

0%

2%

4%

6%

8%

10%

12%

14%

3%

4%

5%

6%

7%

8%

9%

10%

11%

2012

2013

2014

2015

2016

Criticized assets as a percentage of total commercial

loans

-15%

-10%

-5%

0%

5%

10%

15%

20%

HBAN

PNC

STI

RF

CFG

BBT

FITB

Change in auto loan balances (4Q16 vs. 4Q15)

Balanced capital ratios while still

deploying capital to shareholders

Our criticized assets have continued

to decline

Auto loans have declined relative to

peers due to strategic positioning

2

7

©

Fifth Third Bank | All Rights Reserved

•

Generating positive operating leverage is a top priority in 2017

•

NorthStar long-term financial targets:

ROTCE

1

: 12% -

14%

ROA: 1.1% -

1.3%

Efficiency ratio: < 60%

•

We plan to achieve our profitability targets regardless of the interest rate environment

•

We took a number of actions in 2016 to improve profitability

We are committed to improved profitability

•

Black Knight mortgage loan

operating system

•

Operations automation

•

Omni-channel strategies

•

Branch closures and

consolidations

•

Re-design of commercial

client experience

•

Contract renegotiations

•

Launch of new credit card

products

•

Non-branch rationalization

and workspace management

1

Forward-looking Non-GAAP measure: See cautionary statement on slide 2 of the presentation and page 32 of the 4Q16 earnings release for use of certain forward-looking non-GAAP measures

NorthStar

strategies implemented or initiated in 2016

8

©

Fifth Third Bank | All Rights Reserved

1 

Optimizing the

balance sheet

2

Driving fee

income growth

3

Strategic

expense

management

Consumer

Payments

Commercial

Wealth & Asset

4

Positive

operating

leverage from

the core

Personal lending

GreenSky

partnership

Credit card

Advanced analytics

capabilities

Wholesale

payments

Industry-focused

commerce solutions

Capital markets

FRM ‘2020’; Advisory

Insurance

P&C, employee benefits

Commercial

relationships

Middle market, industry

verticals, specialty

lending expansion

Wealth advisory

Expanding distribution

(M&A, digital) &

retirement offerings

Strategic expense programs

Real Estate: Branch network optimization, corporate facilities

IT & Ops: Intelligent automation, workforce management, network infrastructure & sourcing optimization

Credit: End-to-end credit process redesign

Consumer

households

Omni-channel

capabilities

Continuous focus on core operating leverage and prior years’ initiatives

Mortgage

LOS replacement &

channel expansion

Exiting assets that do not meet our risk-return profile

NorthStar initiatives

9

The investment

•

Integrated new lead management platform in late 2016

•

Implement new LOS

•

Home equity process modernization

•

Workflow optimization and a fully digitized customer experience

Target outcomes

•

Industry leading experience

•

Channel, product, and geographic expansion with profitable market share increase

•

Configurable and integrated workflow to reduce fulfillment costs by 10%-15% with cycle time reduction

•

Integrated risk management and controls

Financial impact

•

Pre-tax income benefit: $10-$12 million in 2018; $25-$30 million in 2019; $55-$60 million in 2020

•

After-tax internal rate of return: 70%-80%

Mortgage loan origination system (LOS)

Clear path to implementation

Empower -

retail &

direct

Empower -

home equity

Lead management

platform

Lending space -

correspondent

2016

2017

2018

2019

Partner

selection

Implement

Pilot &

rollout

Integration

to empower

Configuration & testing

Pilot

Rollout

Configuration & testing

Pilot

Rollout

Implement

Workflow optimization and  fully digitized customer experience

Workflow optimization and fully digitized customer experience

Pilot &

rollout

Workflow optimization and

fully digitized customer experience

©

Fifth Third Bank | All Rights Reserved

©

Fifth Third Bank | All Rights Reserved

10

Digitize branch operations

•

Digitize 40 million signatures annually

•

Digital acceptance of disclosures & terms

•

Preventative compliance controls

Electronic signature

Platform branch scanning

•

Digitize 10 million documents annually

•

Reduce transportation & operations

costs

Self service transactions

•

Digitizing basic transactions

•

Driven by customers’ channel preference

•

Digitize 650 million pieces of paper annually

•

Improve customer experience

•

Reduce transportation & operations costs

Teller automation

Benefits & financial impact

•

$10 million annual pre-tax

benefit

•

~700 million pages digitized

Platform

branch

scanning

Self service

transactions

Teller automation

Electronic

signature

11

©

Fifth Third Bank | All Rights Reserved

$0.3 billion / 0.5% growth

$56.2

$1.5

$2.0

$3.8

$56.5

Balance sheet optimization

Objective

•

Redeploy capital from portfolios that do

not fit our strategy/return/credit profile to

strategic segments

Impact of 2016 actions

Continued focus on optimization and investment in strategic segments

Expect to exit another $1.5 billion of loans

2017 focus:

•

Exited $1.5 billion of loans with

low-mid single digit ROEs or in

non-strategic segments

Strategy/

return-

related

exits

Credit-

related

exits

Strategic

growth

•

Exited $2.0 billion of loans

•

Drove ~100 bps of 154 bps

improvement in criticized loans

•

Loans exited charge-off at ~3-4x

the rate of overall portfolio

•

Redeployed $3.8 billion to enable

~7% growth of industry verticals

and specialty products

Commercial loan & lease balances

($ billions)

1

Represents balances from Fifth Third’s Commercial line of business on an end of period basis, including HFS loans

Strategy/

return –

related exits

2015

Credit –

related exits

Strategic

growth

2016

1

12

©

Fifth Third Bank | All Rights Reserved

Targeting growth in

strategic areas 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

Growth

Profitability

Stability

13

©

Fifth Third Bancorp | All Rights Reserved

Appendix

14

©

Fifth Third Bank | All Rights Reserved

•

Adjusted

1

NII of $925 million, up $12 million

sequentially; adjusted

1

NIM of 2.91%, up 3 bps

sequentially

Reported NII decreased $4 million vs. 3Q16; NIM

(FTE) decreased 2 bps to 2.86%

1

vs. 3Q16

•

Adjusted

1

noninterest income up 2% vs. 3Q16

Reported noninterest income down 26% vs. 3Q16

primarily driven by Vantiv-related items

•

Tightly-managed operating expenses; adjusted

1

noninterest expenses down 2% vs. 3Q16

Reported noninterest expenses down 1% vs. 3Q16

•

Improving charge-offs and criticized assets;

commercial full year NCO ratio at 15 year low

•

Executing on North Star initiatives

•

Overall solid credit quality in-line with expectations

Fourth quarter 2016

Diluted EPS

$0.49

Included $0.01 net positive

impact for certain items

Net income

$395 million

Fourth quarter 2016

highlights

1

Non-GAAP

measure:

See

Reg

G

reconciliation

on

pages

21

and

22

of

this

presentation

and

use

of

non-GAAP

measures

on

page

32

of

the

4Q16

earnings

release

2

See page 15 of the presentation for impact of certain items

Full year 2016

Diluted EPS            

$1.93    

Net Income

$1.6 billion

2

15

©

Fifth Third Bank | All Rights Reserved

Pre-tax items included in 4Q16 results

had a net positive $0.01 EPS impact:

–

A $16 million pre-tax (~$10 million

after-tax

) reduction to net interest

income for refunds offered to

certain card customers

–

A $9 million pre-tax (~$6 million

after-tax

) gain from the net

exercise of the Vantiv warrant

–

A $6 million pre-tax (~$4 million

after-tax

) benefit related to the

valuation of the Visa total return

swap

–

A $6 million tax benefit from the

early adoption of an accounting

standard

Credit trends

–

NCO ratio of 31 bps; down 14

bps

vs. 3Q16

–

Portfolio NPA ratio of 80 bps; up 5

bps vs. 3Q16 

4Q16 in review

1

Non-GAAP

measure:

See

Reg

G

reconciliation

on

pages

21

and

22

of

this

presentation

and

use

of

non-GAAP

measures

on

page

32

of

the

4Q16

earnings

release

2

Assumes a 35% tax rate

($ millions)

4Q16

Seq.

YOY

Average Balances

Loans & leases

(ex. HFS)

$92,964

(1%)

(1%)

Core deposits

$100,949

2%

1%

Income Statement Data

Net interest income

$903

-

-

Taxable equivalent adjustment

6

-

20%

Net interest income (taxable equivalent)

909

-

1%

Provision for loan and lease losses

54

(33%)

(41%)

Noninterest income

620

(26%)

(44%)

Noninterest expense

960

(1%)

-

Net income attributable to Bancorp

$395

(23%)

(40%)

Net income available to common

shareholders

$372

(26%)

(41%)

Financial Ratios

Earnings per share, diluted

0.49

(25%)

(38%)

Net interest margin (FTE)

2.86%

(2bps)

1bp

Efficiency ratio (FTE)

62.8%

730bps

1480bps

Return on average assets

1.11%

(33bps)

(72bps)

Return on average common equity

9.7%

(310bps)

(750bps)

Return on average tangible common equity

11.6%

(360bps)

(900bps)

Tangible book value per share

$16.60

(4%)

8%

1

1

1

1

2

2

2

2

16

©

Fifth Third Bank | All Rights Reserved

PPNR and efficiency ratio trends

1

1

Non-GAAP measures: See Reg

G reconciliation on pages 21 and 22 of this presentation and use of non-GAAP measures on page 32 of the 4Q16 earnings release

2

Prior quarters include similar adjustments

•

Adjusted PPNR up 7% vs. 3Q16 driven by:

Improvements in NII, noninterest income and

noninterest expense resulted in ~200 bps decline in

adjusted efficiency ratio

•

Adjusted PPNR up 1% YoY

Improvement in NII and flat expenses, partially offset

by lower noninterest income resulted in ~20 bps

decline in adjusted efficiency ratio

$576

$516

$539

$543

$582

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

$1,100

4Q15

1Q16

2Q16

3Q16

4Q16

PPNR trend

($ millions)

48.0%

63.8%

65.3%

55.5%

62.8%

62.2%

65.3%

64.3%

64.0%

62.0%

4Q15

1Q16

2Q16

3Q16

4Q16

Efficiency ratio

Efficiency Ratio

Adjusted Efficiency Ratio

Adjusted PPNR

Reported PPNR

($ in millions)

4Q15

1Q16

2Q16

3Q16

4Q16

Net interest income (FTE)

$904

$909

$908

$913

$909

Add: Noninterest income

1,104

637

599

840

620

Less: Noninterest expense

963

986

983

973

960

Pre-provision net revenue

$1,045

$560

$524

$780

$569

Adjustments to remove (benefit) / detriment

:

2

In net interest income:

Bankcard refunds

-

-

-

-

16

In noninterest income:

Gain on sale of Vantiv shares

(331)

-

-

-

-

Gain on Vantiv warrant actions

(89)

-

-

-

(9)

Vantiv TRA settlement payment

(49)

-

-

-

-

Gain from termination and settlement of Vantiv TRA

-

-

-

(280)

-

Gain on sale from the sale of a non-branch facility

-

-

-

(11)

-

Branch and land valuation adjustments

-

-

-

28

-

Valuation of 2009 Visa total return swap

10

(1)

50

12

(6)

Transfer of nonconforming investments under Volcker to HFS

-

-

-

9

-

Vantiv warrant valuation

(21)

(47)

(19)

2

-

Gain on sale of certain branches

-

(8)

(11)

-

-

Gain on sale of the agented bankcard loan portfolio

-

-

(11)

-

-

Securities (gains) / losses

(1)

(3)

(6)

(4)

3

In noninterest expense:

Contribution to Fifth Third Foundation

10

-

-

3

5

Severance expense

2

15

3

4

4

Retirement eligibility changes

-

-

9

-

-

Adjusted PPNR

$576

$516

$539

$543

$582

PPNR reconciliation

17

©

Fifth Third Bank | All Rights Reserved

Strong liquidity profile

1

Available and contingent borrowing capacity (4Q16):

–

FHLB ~$10.8B available, ~$14.7B total

–

Federal Reserve ~$31.5B

Holding Company:

Modified LCR of 128%

Holding Company cash at 12/31/16: $2.4B

Cash currently sufficient to satisfy all fixed obligations in a stressed

environment for ~24 months (debt maturities, common and preferred

dividends, interest and other expenses) without accessing capital

markets, relying on dividends from subsidiaries or any other actions

$500MM maturity in 1Q17

Bank Entity:

$250MM of debt matured in 4Q16

The Bank did not issue any additional debt in 4Q16

2017 Funding Plans:

The $650MM debt maturity at the Bank will take place in 2Q17

Fifth Third would not be required to replace 2017 debt maturities to

maintain our current senior debt ratings under the Moody’s LGF

methodology

Any additional debt issuance in 2017 would result from general balance

sheet management and prudent liquidity risk management

S-T

wholesale

5%

$500

$500

$500

$1,100

$2,312

2017

2018

2019

2020

2021

2022 on

Fifth Third Bancorp

Fifth Third Capital Trust (Bancorp)

Holding company unsecured debt maturities

($ millions)

$650

$1,850

$2,600

$2,100

$750

2017

2018

2019

2020

2021

2022 on

Bank unsecured debt maturities

($

millions –

excl. Retail Brokered & Institutional CDs)

Demand

25%

Interest

checking

19%

Savings/

MMDA

24%

Consumer

time

3%

Foreign

Office

0%

Non-Core

Deposits

2%

S-T

borrowings

3%

Other

liabilities

3%

Equity

11%

L-T debt

10%

Heavily core funded as of 12/31/2016

18

©

Fifth Third Bank | All Rights Reserved

Balance sheet positioning

Commercial

Loans

1,2

Investment

Portfolio

Consumer

Loans

1

Data as of 12/31/16

1

Includes HFS Loans & Leases

2

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

3

Fifth

Third

had

$3.46B

3ML

receive-fix

swaps

outstanding

against

long-term

debt,

which

are

being

included

in

floating,

long-term

debt

with

swaps

outstanding

reflected

at

fair

value

•

Fixed: $14.0B

1, 2

•

Float: $42.5B

1, 2

•

1ML based: 62%

(of total commercial)

•

3ML based: 8%  (of total commercial)

•

Prime based: 4% (of total commercial)

•

Weighted avg. life: 1.65 years

•

50% allocation to bullet/locked-out

cash flow securities

•

Investment portfolio yield: 3.17%

•

Duration: 4.9 years

•

Net unrealized pre-tax gain: $159MM

•

99% AFS

•

Fixed: $25.1B

1

•

Float: $11.3B

1

•

12ML based: 3%  (of total consumer)

•

Prime based: 24% (of total consumer)

•

Weighted avg. life: 3.76 years

•

Auto weighted avg. life: 1.39 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

/Other

78% Fix  /  28% Float

C&I

20% Fix  /  80% Float

Commercial

Mortgage

24% Fix  /  76% Float

2% Fix  /  98% Float

Commercial

Construction

100% Fix  /  0% Float

Commercial

Lease

Resi Mtg &

Construction

88% Fix  /  12% Float

Auto

99% Fix  /  1% Float

8% Fix  /  92% Float

Home Equity

30% Fix  /  70% Float

Credit Card

100% Fix  /  0% Float

Other

•

Fixed: $10.3B

3

•

Float: $4.0B

3

•

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

•

3ML based: 28%  (of total long term debt)

•

Weighted avg. life: 4.38 years

Senior Debt

76% Fix  /  24% Float

Sub Debt

55% Fix  /  45% Float

97% Fix  /  3% Float

Auto Securiz.

Proceeds

0% Fix  /  100% Float

TRUPS

100% Fix  /  0% Float

Other

21%

43%

28%

2%

6%

74%

12%

7%

7%

34%

46%

20%

<1%

1%

64%

27%

8%

19

©

Fifth Third Bank | All Rights Reserved

Interest rate risk management

Data as of 12/31/16

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

–

58% of total loans are floating rate considering impacts of interest rate swaps (75% of

total commercial and

31% of total consumer)

–

Investment portfolio duration of 4.9 years

–

Short-term borrowings represent approximately 18% of total wholesale funding, or 3% of total funding

–

Approximately $12 billion 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 $2.5 billion (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 Shock

Change in Interest Rates (bps)

+100 Shock

+200 Ramp over 12 months

1.88%

6.78%

(4.00%)

+25 Shock

+100 Ramp over 12 months

1.13%

4.32%

-

-75 Shock

-75 Ramp over 6 months

(5.77%)

(10.62%)

-

Betas 25% Higher

Betas 25% Lower

Change in Interest Rates (bps)

12

Months

13-24

Months

12

Months

Change in Interest Rates (bps)

12

Months

13-24

Months

12

Months

13-24

Months

+200 Ramp over 12 months

1.61%

6.24%

2.15%

+200 Ramp over 12 months

(1.56%)

(0.10%)

5.32%

13.66%

+100 Ramp over 12 months

1.00%

4.05%

1.27%

+100 Ramp over 12 months

(0.59%)

0.88%

2.85%

7.76%

7.31%

4.58%

-

Estimated NII Sensitivity with Demand Deposit Balance Changes

% Change in NII (FTE)

(12.00%)

% Change in NII (FTE)

$1B Balance Decrease

$1B Balance Increase

13-24

Months

(4.96%)

-

-

-

Estimated NII Sensivity with Deposit Beta Changes

(2.00%)

(6.00%)

(0.36%)

-

(0.14%)

12

Months

13-24

Months

12

Months

13-24   

Months

Estimated NII Sensitivity Profile and ALCO Policy Limits

Estimated EVE Sensitivity Profile and ALCO Policy Limits

% Change in

NII (FTE)

ALCO Policy Limits

Change in EVE

ALCO Policy Limit

20

©

Fifth Third Bank | All Rights Reserved

Credit trends

Residential Mortgage

Commercial & Industrial

Home Equity & Automobile

Commercial Real Estate

* Excludes loans held-for-sale

21

©

Fifth Third Bancorp | All Rights Reserved

Regulation G non-GAAP reconciliation

See page 32 of the 4Q16 earnings release for a discussion on the use of non-GAAP financial measures

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconciliation

$ and shares in millions

(unaudited)

December

September

June

March

December

2016

2016

2016

2016

2015

Net interest income (U.S. GAAP)

$903

$907

$902

$903

$899

Add:

Noninterest income

620

840

599

637

1,104

Less:

Noninterest expense

(960)

(973)

(983)

(986)

(963)

Pre-provision net revenue

$563

$774

$518

$554

$1,040

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

$372

$501

$305

$311

$634

Add:

Intangible amortization, net of tax

-

-

-

-

-

Tangible net income available to common shareholders

$372

$501

$305

$311

$634

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

$1,480

$1,993

$1,227

$1,251

$2,515

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

$16,545

$16,883

$16,584

$16,376

$15,982

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

(10)

(10)

(11)

(12)

(13)

Average tangible common equity (b)

$12,788

$13,126

$12,826

$12,617

$12,222

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

$16,205

$16,776

$16,726

$16,323

$15,839

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

(10)

(10)

(11)

(12)

(13)

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

$12,448

$13,019

$12,968

$12,564

$12,079

Less: Accumulated other comprehensive income

(59)

(755)

(889)

(684)

(197)

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

$12,389

$12,264

$12,079

$11,880

$11,882

Total assets (U.S. GAAP)

$142,177

$143,279

$143,625

$142,430

$141,048

Less: 

Goodwill

(2,416)

(2,416)

(2,416)

(2,416)

(2,416)

Intangible assets and other servicing rights

(10)

(10)

(11)

(12)

(13)

Tangible assets, including unrealized gains / losses (e)

$139,751

$140,853

$141,198

$140,002

$138,619

Less: Accumulated other comprehensive income / loss, before tax

(91)

(1,162)

(1,368)

(1,052)

(303)

Tangible assets, excluding unrealized gains / losses (f)

$139,660

$139,691

$139,830

$138,950

$138,316

Common shares outstanding (g)

750

756

766

770

785

Ratios:

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

11.6%

15.2%

9.6%

9.9%

20.6%

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

8.87%

8.78%

8.64%

8.55%

8.59%

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

8.91%

9.24%

9.18%

8.97%

8.71%

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

$16.60

$17.22

$16.93

$16.32

$15.39

For the Three Months Ended

22

©

Fifth Third Bancorp | All Rights Reserved

Regulation G non-GAAP reconciliation

See page 32 of the 4Q16 earnings release for a discussion on the use of non-GAAP financial measures

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconciliation

$ and shares in millions

(unaudited)

December

September

June

March

December

2016

2016

2016

2016

2015

Net interest income (U.S. GAAP)

$903

$907

$902

$903

$899

Add: FTE adjustment

6

6

6

6

5

Net interest income on an FTE basis (c)

$909

$913

$908

$909

$904

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

$3,616

$3,632

$3,652

$3,656

$3,587

Net interest income on an FTE basis excluding certain items

Net interest income on an FTE basis

$909

$913

$908

$909

$904

Add: Bankcard refunds

16

-

-

-

-

Adjusted net interest income on an FTE basis (e)

$925

$913

$908

$909

$904

Adjusted net interest income on an FTE basis (annualized) (f)

$3,680

$3,632

$3,652

$3,656

$3,587

Noninterest income excluding certain items

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

$620

$840

$599

$637

$1,104

Gain on sale of Vantiv shares

-

-

-

-

(331)

Gain on Vantiv warrant actions

(9)

-

-

-

(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

(6)

12

50

(1)

10

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

-

9

-

-

-

Vantiv warrant valuation

-

2

(19)

(47)

(21)

Gain on sale of certain branches

-

-

(11)

(8)

-

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

-

-

(11)

-

-

Gain from sales of troubled debt restructurings

-

-

-

-

-

Impairment associated with aircraft leases

-

-

-

-

-

Securities (gains) / losses

3

(4)

(6)

(3)

(1)

Adjusted noninterest income (h)

$608

$596

$602

$578

$623

Mortgage banking net revenue

65

66

75

78

74

Adjusted noninterest income, excluding mortgage banking net revenue

$543

$530

$527

$500

$549

Noninterest expense excluding certain items

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

$960

$973

$983

$986

$963

Contribution for Fifth Third Foundation

(5)

(3)

-

-

(10)

Severance expense

(4)

(4)

(3)

(15)

(2)

Retirement eligibility changes

-

-

(9)

-

-

Executive retirements

-

-

-

-

-

Adjusted noninterest expense (j)

$951

$966

$971

$971

$951

Average interest-earning assets (k)

$126,548

$126,092

$126,847

$125,651

$125,843

Net interest margin (d) / (k)

2.86%

2.88%

2.88%

2.91%

2.85%

Adjusted net interest margin (f) / (k)

2.91%

2.88%

2.88%

2.91%

2.85%

Efficiency ratio (i) / [(c) + (g)]

62.8%

55.5%

65.3%

63.8%

48.0%

Adjusted efficiency ratio (j) / [(e) + (h)]

62.0%

64.0%

64.3%

65.3%

62.2%

PPNR (FTE) (c) + (g) - (i)

$569

$780

$524

$560

$1,045

Adjusted PPNR (e) + (h)  - (j)

$582

$543

$539

$516

$576

For the Three Months Ended