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 14, 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 14, 2017, Fifth Third Bancorp will present at the Barclays Emerging Payments Forum. 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 purposes 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 14, 2017	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Barclays Emerging Payments Forum

2017

Tim N. Spence, EVP

Chief Strategy Officer

March 14, 2017

Exhibit 99.1

2

© 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) 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 Bancorp | All Rights Reserved

•

$142B

Total

Assets

(#13)

•

$93B

Total

Loans

-

61% Commercial

-

39% Consumer

•

$101B Core Deposits

•

$31B AUM

•

128% LCR

•

CET 1: 10.4%

4Q16 Bancorp Overview

Well-positioned franchise and focused footprint

In footprint markets

National commercial hub cities

#2

-

Most

Trusted

Companies

for

Retail

Banking

5

#4 -

Mobile Deposit Customer

Experience

Rankings

7

#3 -

Banking Industry Customer

Satisfaction

Rating

6

Top

5

deposit

share

in

11

of

our

15

largest

markets

8

#10

Equipment Finance

#9

Commercial & Industrial

Lending

#9

Retail Bank

Franchise Rankings

3

1

1

2

4

1

SNL Financial; regulatory filing as of 4Q16,

2

2016 10-K; EOP loans including loans HFS,

3

Oliver Wyman 2016 Survey of Consumers,

4

The 2015 Monitor Top Bank 50 & Technology Issue,

5

Ponemon Institute 12th

annual Privacy Trust Study for Retail Banking,

6

University of Michigan American Customer Satisfaction (ASCI) Index,

7

Mitek 2016 Mobile Deposits Benchmark Report,

and

8

FDIC 2016 Summary of Deposits; ranking by MSA

4

© Fifth Third Bancorp | 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

establishes joint

venture retaining

49% of FTPS, later

rebranded as Vantiv

1977

Fifth Third

introduced an online

automated teller

system –

JEANIE®

–

the first shared

ATM network in

the United States

1990’s

Fifth Third launches a

debit card program, the

Master Money card  for

processing online debit

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

2003

MPS is rebranded

as Fifth Third

Processing

Solutions (FTPS)

5

© Fifth Third Bancorp | All Rights Reserved

•

Mobility

•

Real-time payments

•

Value-added data

and analytics

•

Crypto currency

(e.g., bitcoin)

•

Heightened

expectations for

simplicity, speed,

and control

•

Migration from

point-of-origination

to point-of-need

The Payments ecosystem continues to evolve

Customers

•

Fintech start-ups

•

Non-financial

intermediaries

•

Incumbent tech

investments

Competitors

Technology

•

Heightened risks

around cyber

threats and fraud

losses

•

Control &

automation needs

•

Geopolitical

dynamics

Regulation and risk

6

© Fifth Third Bancorp | All Rights Reserved

•

Significant volumes

-

$32 billion annual spend

-

680 million annual

transactions processed

•

Full range of products

-

Consumer payments

Credit, debit, prepaid,

bill pay, payment alerts,

P2P (Zelle)

-

Commercial payments

Payables, receivables,

liquidity management

solutions

Our Payments business is important…..

Operating at scale

Generating significant

shareholder value

Industry leader

15%

33%

41%

7%

4%

Debit card

Credit card

CPS³

Commercial

card

Treasury

management

$973MM

1

2016

EY

Cash

Management

Survey;

data

for

January

2016;

currency

processing

as

of

full

year

2015,

2

The

Nilson

Report

–

February

2016;

data

full

year

2015,

3

Currency

Processing

Solutions

2016 Total Bancorp revenue

Commercial

Consumer

#4

#5

#5

#7

#7

Currency

processing

1

Retail

lock

box

1

Check

processing

1

ACH

processing

1

Active

cards

1

#9

U.S. MasterCard

credit

card

issuer

2

Payments

15%

7

© Fifth Third Bancorp | 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

…..and part of our NorthStar

initiatives

8

© Fifth Third Bancorp | All Rights Reserved

Building momentum: consumer cards

•

Our portfolio is larger compared to bank peers, but with room to grow from a small

base

•

Balance growth has lagged peers in recent years

–

Significant opportunity for growth

•

Early results for new card offerings launched in October 2016 are positive

–

Additional products will be launched in next 12 months

•

We are coupling improved value propositions with investments in advanced analytics

New product propositions driving

increased activity levels

1

SNL Financial; company filings

Legacy product 1

Legacy product 2

TRIO

Average monthly spend compared to legacy

products

Opportunity exists as recent balance

growth has lagged peers

-8%

-6%

-4%

-2%

0%

2%

4%

6%

8%

10%

12%

2013

2014

2015

2016

FITB

Peer Median

Year-over-year

credit

card

growth

Growth excluding

agent bankcard sale

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

CMA

MTB

HBAN

STI

CFG

BBT

RF

KEY

ZION

FITB

PNC

USB

Card balances exceed most of our

peers

Credit card balances as a percentage of total

consumer

loans

1

1

9

© Fifth Third Bancorp | All Rights Reserved

Building momentum: commercial payments

•

Industry-focused solutions are a key part of our commercial payments strategy

–

Advance us beyond core payment processing to solving client business challenges

–

Generate new revenue streams and enhances volumes & retention from existing

relationships

•

Partnerships

and

investments

with

fintech

companies accelerate

our

path

to

market

•

QED Investors partnership creates pipeline to future opportunities

Billing &

delivery

Payment

collection

Customer

loyalty

Sales

Ordering

Payment

disbursement

Invoice

reconciliation

Order

processing

Order

placement

Supplier

management

Commercial

payments value

flows

Order to cash

Procure to pay

Award-winning digital invoice

and payment collection

solution for healthcare,

media, telecomm, and utilities

Award-winning accounts payable and

payments automation for B2B sectors

POS consumer financing

solution for home

improvement, healthcare, and

large-ticket retail

Automated store cash

handling for retail, QSR,

grocery, and entertain

10

© Fifth Third Bancorp | All Rights Reserved

In summary

The payments business is an important component

of NorthStar

Fintech is in our DNA

We have positive momentum

11

© Fifth Third Bancorp | All Rights Reserved

Appendix

12

© Fifth Third Bancorp | All Rights Reserved

•

Adjusted

NII

of

$925

million,

up

$12

million

sequentially;

adjusted

NIM

of

2.91%,

up

3

bps

sequentially

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

(FTE)

decreased

2

bps

to

2.86%

vs.

3Q16

•

Adjusted

noninterest

income

up

2%

vs.

3Q16

Reported noninterest income down 26% vs. 3Q16

primarily driven by Vantiv-related items

•

Tightly-managed

operating

expenses;

adjusted

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

19

and

20

of

this

presentation

and

use

of

non-GAAP

measures

on

page

32

of

the

4Q16

earnings

release

2

See page 113

of the presentation for impact of certain items

Full year 2016

Diluted EPS            

$1.93    

Net Income

$1.6 billion

2

1

1

1

1

1

13

© Fifth Third Bancorp | All Rights Reserved

4Q16 in review

Pre-tax items included in 4Q16 results

had a net positive $0.01 EPS impact:

–

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

after-tax

2

)

reduction

to

net

interest

income for refunds offered to

certain card customers

–

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

after-tax

2

)

gain

from

the

net

exercise

of the Vantiv warrant

–

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

after-tax

2

)

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 

1

Non-GAAP

measure:

See

Reg

G

reconciliation

on

pages

19

and

20

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%

2

1

1

1

1

14

© Fifth Third Bancorp | All Rights Reserved

PPNR

and

efficiency

ratio

trends

1

Non-GAAP

measures:

See

Reg

G

reconciliation

on

pages

19

and

20

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

($ 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

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

2

Adjusted PPNR

Reported PPNR

1

:

Adjustments to remove (benefit) / detriment

15

© Fifth Third Bancorp | All Rights Reserved

Strong liquidity profile

Heavily core funded as of 12/31/2016

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

$500

$500

$500

$1,100

$2,312

2017

2018

2019

2020

2021

2022 on

Fifth Third Bancorp

First Charter Capital Trust

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%

L-T debt

10%

Equity

11%

S-T

borrowings

3%

Consumer

time

3%

Foreign

Office

0%

Non-Core

Deposits

2%

Other

liabilities

3%

S-T

wholesale

5%

16

© Fifth Third Bancorp | All Rights Reserved

Balance sheet positioning

Commercial

Loans

1,2

Investment

Portfolio

Consumer

Loans

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

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%

28%

2%

6%

43%

64%

27%

8%

1%

<1%

34%

46%

20%

74%

12%

7%

7%

1

3

17

© Fifth Third Bancorp | 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

18

© Fifth Third Bancorp | All Rights Reserved

Credit trends

Residential Mortgage

Commercial & Industrial

Home Equity & Automobile

Commercial Real Estate

* Excludes loans held-for-sale

19

© 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

20

© 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