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): April 6, 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))

FORWARD-LOOKING STATEMENTS

This report 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,” “is anticipated,” “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 amended 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 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. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fifth Third Bancorp announced on April 7, 2017, that Chad Borton, executive vice president and the head of its consumer bank, will be leaving Fifth Third and joining USAA Federal Savings Bank as its president. He delivered his notice on April 6, 2017 and his last day with Fifth Third will be May 1, 2017.

Item 8.01 Other Events.

On April 7, 2017, Fifth Third also announced that it is naming Philip R. McHugh to lead its consumer bank. He currently leads Fifth Third’s wealth and asset management line of business.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press release dated April 7, 2017 (This press release shall not be deemed filed for purposes of Section 18 of the Securities Exchange 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 therein.)

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)
April 7, 2017	By:	/s/ GREG D. CARMICHAEL
		Greg D. Carmichael
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT: Sameer Gokhale (Investors) 513-534-2219 Larry Magnesen (Media) 513-534-8055 FOR IMMEDIATE RELEASE April 7, 2017

Philip R. McHugh Named Consumer Bank Head; Succeeds Chad Borton

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) announced today that Philip R. McHugh, executive vice president and head of Fifth Third Wealth and Asset Management, has been named to lead its Consumer Bank, comprised of Retail Banking, Mortgage, Auto Lending, Business Banking, Collections and Credit Centers. He will report to Greg Carmichael, president and chief executive officer.

McHugh replaces Chad Borton, who is leaving Fifth Third to become president of USAA Federal Savings Bank. Prior to Borton’s extensive banking career, he served as an active-duty U.S. Army officer. The USAA family of companies provides financial services to current and former members of the U.S. military and their families.

“I am confident that Phil McHugh will ably lead our Consumer Bank. Our deep bench of talented executives ensured that we had a strong successor to maintain our positive momentum,” said Carmichael. “While we are sorry to see Chad go, his new role at USAA fulfills a dream of leading an organization dedicated to serving the needs of military personnel, veterans and their families.”

McHugh has been with Fifth Third since 1986. Prior to assuming leadership of the Bank’s Wealth and Asset Management division, McHugh served as president of Fifth Third’s Louisville region and in a variety of commercial and trust roles.

“I am excited to take on this new role,” said McHugh. “I have a passion for serving our retail customers and coordinating efforts with our other lines of business to offer a comprehensive array of solutions.”

With this change, Ralph (Mike) Michael, executive vice president and regional president now will head Fifth Third’s Wealth and Asset Management division, in addition to regional responsibilities. He will continue to report to Chief Operating Officer Lars Anderson.

Michael joined Fifth Third in 2010 as president of Fifth Third Bank (Cincinnati) and subsequently assumed responsibility for the regional presidents who manage geographic markets across the Bank’s footprint. Over the course of his career, Michael has held a number of leadership positions in the insurance and banking industries.

Carmichael commented, “Mike has the right background to lead our Wealth and Asset Management business. We are pleased that he will leverage his considerable operational strengths in a business that is increasingly important to us.”

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About Fifth Third:

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of December 31, 2016, the Company had $142 billion in assets and operates 1,191 full-service Banking Centers, and 2,495 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending and Wealth & Asset Management. Fifth Third also has a 17.9% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2016, had $315 billion in assets under care, of which it managed $31 billion for individuals, corporations and not-for-profit organizations through its Trust and Brokerage businesses. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® Global Select Market under the symbol “FITB.”

Copyright ^© 2017. Fifth Third Bank, Member FDIC, Equal Housing Lender, All Rights Reserved.

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