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 27, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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 8.01 Other Events

Rescission Offers. During the third quarter of 2016, Fifth Third determined that a number of shares of Fifth Third common stock offered under Fifth Third’s 401(k) Savings Plan may have been previously inadvertently omitted from inclusion on the corresponding S-8 registration statement, that a number of shares of Fifth Third common stock granted under Fifth Third’s 1993 Employee Stock Purchase Plan and Fifth Third’s 2014, 2011, 2008 and 2004 Incentive Compensation Plans may have been granted without appropriate prospectus delivery, and that deferred compensation obligations owed in respect of Fifth Third’s Nonqualified Deferred Compensation Plan may have been required to be registered. As a result, on April 27, 2017, Fifth Third commenced four concurrent voluntary rescission offers to eligible participants in such plans in order to remediate the possible registration and prospectus delivery defects. These rescission offers are being made with respect to (1) the repurchase of a maximum of 2,132,756 shares of Fifth Third common stock from the eligible participants in the 401(k) Savings Plan (the “401(k) Savings Plan Rescission Offer”), (2) the repurchase of a maximum of 724,240 shares of Fifth Third common stock from the eligible participants in the Employee Stock Purchase Plan (the “Employee Stock Purchase Plan Rescission Offer”), (3) the repurchase of a maximum of 670,526 shares of Fifth Third common stock from the eligible participants in the Incentive Compensation Plans (the “Incentive Compensation Plans Rescission Offer”), and (4) the credit related to the deferrals of $11,713,811 deferred compensation obligations to the accounts of eligible participants under the Nonqualified Deferred Compensation Plan (the “Nonqualified Deferred Compensation Plan Rescission Offer”). These four concurrent voluntary rescission offers (the “Rescission Offers”) will be funded from Fifth Third’s existing cash balance. Even if all persons eligible to participate in the Rescission Offers would accept Fifth Third’s rescission offer to the full extent, based on the current market price of Fifth Third common stock and the current value of the deferred compensation obligations, Fifth Third does not expect that the exercise of any applicable rescission rights would have a material impact on its results of operations, financial condition, or liquidity.

Each of the 401(k) Savings Plan Rescission Offer, the Employee Stock Purchase Plan Rescission Offer, the Incentive Compensation Plans Rescission Offer, and the Nonqualified Deferred Compensation Plan Rescission Offer is described in the corresponding Fifth Third prospectus supplement dated April 27, 2017, together with the related prospectus dated March 28, 2016, filed with the Securities and Exchange Commission under Rule 424(b) on April 27, 2017. The securities being offered and sold in the Rescission Offers were registered by Fifth Third pursuant to an automatic shelf registration statement on Form S-3 (SEC File No. 333-210429) filed with the Securities and Exchange Commission on March 28, 2016. A copy of the cover letter included for each prospectus supplement mailing is attached as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, respectively.

The descriptions in this Form 8-K of the Rescission Offers and the other documents relating thereto do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable prospectus supplement and the exhibits attached hereto or incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibits below relate to Registration Number 333-210429 on Form S-3 of Fifth Third Bancorp and, other than exhibits which previously have been filed as part of the prospectus supplements and/or free writing prospectuses included in such Registration Statement, are filed herewith for incorporation by reference in such Registration Statement:

5.1 – Opinion of Thompson Hine LLP regarding legality of the shares of common stock being offered in the 401(k) Savings Plan Rescission Offer.

5.2 – Opinion of Graydon Head & Ritchey LLP regarding legality of the shares of common stock being offered in the Employee Stock Purchase Plan Rescission Offer.

5.3 – Opinion of Graydon Head & Ritchey LLP regarding legality of the shares of common stock being offered in the Incentive Compensation Plans Rescission Offer.

5.4 – Opinion of Thompson Hine LLP regarding legality of the deferred compensation obligations being offered in the Nonqualified Deferred Compensation Plan Rescission Offer.

23.1 – Consent of Thompson Hine LLP (included in opinion filed as Exhibit 5.1).

23.2 – Consent of Graydon Head & Ritchey LLP (included in opinion filed as Exhibit 5.2).

23.3 – Consent of Graydon Head & Ritchey LLP (included in opinion filed as Exhibit 5.3).

23.4 – Consent of Thompson Hine LLP (included in opinion filed as Exhibit 5.4).

99.1—Form of Cover Letter to 401(k) Savings Plan Rescission Offer participants.

99.2—Form of Cover Letter to Employee Stock Purchase Plan Rescission Offer participants.

99.3—Form of Cover Letter to Incentive Compensation Plans Rescission Offer participants.

99.4—Form of Cover Letter to Nonqualified Deferred Compensation Plan Rescission Offer participants.

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 27, 2017	/s/ JELENA MCWILLIAMS
	Jelena McWilliams
	Executive Vice President, Chief Legal Officer & Corporate Secretary

EX-5.1

Exhibit 5.1

April 27, 2017

Fifth Third Bancorp

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Ladies and Gentlemen:

We have acted as special Ohio counsel to Fifth Third Bancorp, an Ohio corporation (the “Company”), in connection with the Company’s registration with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (the “Registration Statement”) of an offer to rescind (the “Rescission Offer”) the purchase of up to 2,132,756 shares of the Company’s common stock, no par value (the “Shares”), held for the account of certain participants in the Fifth Third Bancorp 401(k) Savings Plan, as amended (the “Plan”) and purchased with payroll deductions between November 10, 2015 and November 10, 2016.

In connection with this opinion, we have examined and relied upon the originals, or copies identified to our satisfaction, of each of the following documents:

(i) the Plan;

(ii) the Second Amended Articles of Incorporation of the Company filed with the Secretary of State of the State of Ohio on July 3, 1989, as subsequently amended (the “Articles”);

(iii) a good standing certificate dated April 26, 2017 issued by the Secretary of State of the State of Ohio with respect to the Company; and

(iv) a certificate of an Assistant Secretary of the Company dated April 27, 2017 certifying a copy of the Articles, the Company’s Code of Regulations, as amended, and certain resolutions adopted by the Board of Directors of the Company (the “Certificate”).

We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and officers of the Company and other instruments as we have deemed necessary or advisable for purposes of this opinion.

Fifth Third Bancorp

April 27, 2017

Page 2

In our examination, we have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. As to any facts material to this opinion, we have relied, without independent verification, upon the Certificate and other oral or written statements of officers and other representatives of the Company and others, including public officials.

Based upon the foregoing and subject to qualifications hereinafter set forth, it is our opinion that the Shares are duly authorized, validly issued, fully paid and non-assessable.

We are members of the Bar of the State of Ohio, and we express no opinion as to any matter governed by any laws other than those of the State of Ohio. No opinion is given with respect to the application of any Ohio banking, securities or tax laws or regulations.

This opinion is limited to the conclusions specifically stated herein, and no opinion may be inferred or implied beyond such specific conclusions. We disclaim any undertaking or obligation to advise you of any changes in the matters covered by this opinion that may come to our attention after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement; however, in giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Sincerely,

DAN; LAR

937267

EX-5.2

Exhibit 5.2

Richard G. Schmalzl Partner Direct: (513) 629-2828 rschmalzl@graydon.law     April 27, 2017

Fifth Third Bancorp

Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Ladies and Gentlemen:

We have acted as Ohio counsel to Fifth Third Bancorp, an Ohio corporation (the “Corporation”), in connection with the Corporation’s offer to rescind (the “Rescission Offer”) sales of up to 724,240 shares of the Corporation’s common stock, without par value (the “Common Stock”) made in connection with the Corporation’s Amended and Restated 1993 Employee Stock Purchase Plan (the “ESP Plan”), during the time period November 6, 2015 through November 8, 2016 (the “Purchase Period”). The Corporation previously has filed Registration Statement No. 333-210429 on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), pursuant to which the Common Stock in the Rescission Offer will be issued.

As counsel for the Corporation, we have examined such corporate records, certificates, documents and matters of law as we have deemed necessary or appropriate for the purposes of this opinion. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to statements of the officers of the Corporation and certificates of public officials, we have assumed the same to have been properly given and accurate.

Based upon such examination and the assumptions set forth herein, we are of the opinion that the shares of Common Stock issued under the ESP Plan during the Purchase Period were duly authorized, validly issued, fully paid, and nonassessable at the time of issuance.

The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Ohio. We are expressing no opinion as to any other laws, statutes, rules, regulations, or ordinances.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of the Securities” in the Prospectus Supplement and Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

GRAYDON HEAD & RITCHEY LLP

Richard G. Schmalzl, Partner

EX-5.3

Exhibit 5.3

Richard G. Schmalzl Partner Direct Dial: 513.629.2828 rschmalzl@graydon.law     April 27, 2017

Fifth Third Bancorp

Fifth Third Center

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Ladies and Gentlemen:

We have acted as Ohio counsel to Fifth Third Bancorp, an Ohio corporation (the “Corporation”), in connection with the Corporation’s offer to rescind (the “Rescission Offer”) sales of up to 670,526 shares of the Corporation’s common stock, without par value (the “Common Stock”) issuable upon the exercise of equity incentive awards made pursuant to the Corporation’s 2014 Incentive Compensation Plan, 2011 Incentive Compensation Plan, 2008 Incentive Compensation Plan, and 2004 Incentive Compensation Plan (the “Incentive Plans”) during the time period November 6, 2015 through November 8, 2016 (the “Purchase Period”). The Corporation previously has filed Registration Statement No. 333-210429 on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), pursuant to which the Common Stock in the Rescission Offer will be issued.

As counsel for the Corporation, we have examined such corporate records, certificates, documents and matters of law as we have deemed necessary or appropriate for the purposes of this opinion. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to statements of the officers of the Corporation and certificates of public officials, we have assumed the same to have been properly given and accurate.

Based upon such examination and the assumptions set forth herein, we are of the opinion that the shares of Common Stock issued under the Incentive Plans during the Purchase Period were duly authorized, validly issued, fully paid, and nonassessable at the time of issuance.

The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Ohio. We are expressing no opinion as to any other laws, statutes, rules, regulations, or ordinances.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of the Securities” in the Prospectus Supplement and Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

GRAYDON HEAD & RITCHEY LLP

Richard G. Schmalzl, Partner

EX-5.4

Exhibit 5.4

April 27, 2017

Fifth Third Bancorp

38 Fountain Square Plaza

Cincinnati, Ohio 45263

Ladies and Gentlemen:

We have acted as special Ohio counsel to Fifth Third Bancorp, an Ohio corporation (the “Company”), in connection with the Company’s registration with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-3 (the “Registration Statement”) of an offer (the “Offer to Rescind”) with respect to $11,713,811 of deferred compensation obligations (the “Obligations”) under the Fifth Third Bancorp Nonqualified Deferred Compensation Plan, as amended (the “Plan”), to participants who elected between November 16, 2015 and December 11, 2015 to defer compensation under the Plan.

In connection with this opinion, we have examined and relied upon the originals, or copies identified to our satisfaction, of each of the following documents:

(i) the Plan;

(ii) the Second Amended Articles of Incorporation of the Company filed with the Secretary of State of the State of Ohio on July 3, 1989, as subsequently amended (the “Articles”);

(iii) a good standing certificate dated April 26, 2017 issued by the Secretary of State of the State of Ohio with respect to the Company; and

(iv) a certificate of an Assistant Secretary of the Company dated April 27, 2017 certifying a copy of the Articles, the Company’s Code of Regulations, as amended, and certain resolutions adopted by the Board of Directors of the Company (the “Certificate”).

We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates of public officials and officers of the Company and other instruments as we have deemed necessary or advisable for purposes of this opinion.

Fifth Third Bancorp

April 27, 2017

Page 2

In our examination, we have assumed the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. As to any facts material to this opinion, we have relied, without independent verification, upon the Certificate and other oral or written statements of officers and other representatives of the Company and others, including public officials.

Based upon the foregoing and subject to qualifications hereinafter set forth, it is our opinion that the Obligations are binding obligations of the Company enforceable against the Company in accordance with their terms and the terms of the Plans, except as such enforceability: (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights and remedies of creditors generally and (b) is subject to the effect of general principles of equity, whether applied by a court of law or equity.

We are members of the Bar of the State of Ohio, and we express no opinion as to any matter governed by any laws other than those of the State of Ohio. No opinion is given with respect to the application of any Ohio banking, securities or tax laws or regulations.

This opinion is limited to the conclusions specifically stated herein, and no opinion may be inferred or implied beyond such specific conclusions. We disclaim any undertaking or obligation to advise you of any changes in the matters covered by this opinion that may come to our attention after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement; however, in giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Sincerely,

DAN; LAR

937248

EX-99.1

Exhibit 99.1

    

Re: Rescission Offer- Fifth Third Bancorp 401(k) Savings Plan

Dear Fifth Third 401(k) Savings Plan Participant:

Fifth Third is offering to buy back any shares that you acquired pursuant to the Fifth Third Bancorp 401(k) Savings Plan between November 10, 2015 and November 10, 2016, or to reimburse you for any losses you may have incurred if you have already sold these shares. Fifth Third is making this offer in order to provide you with relief in case you received shares that were inadvertently omitted from inclusion on our Form S-8 registration statement. No action is required if you do not wish to participate in the offer.

It is entirely your choice whether to accept Fifth Third’s offer, and we will only accept your request to participate if it would be economically beneficial to you. Based on the stock price as of April 21, 2017, we do not expect that any affected persons would obtain an economic benefit by participating in the offer unless they previously sold shares acquired in the applicable period at a loss. However, the ultimate calculation of economic benefit with respect to your shares will be conducted on the expiration date of the offer, and will be based on the closing stock price on that date.

If you have questions regarding whether you should accept the offer, see “Questions and Answers about the Rescission Offer — Should I accept the Rescission Offer?” and “— What will I receive if I accept the Rescission Offer?” in the accompanying prospectus supplement for more information.

You may also be entitled to participate in the rescission offer under other Fifth Third plans. You will receive a separate letter for each affected plan. Please review each of those letters carefully, as the offer terms vary depending on the affected plan and your election under this plan will not constitute acceptance or rejection of the offer with respect to any other plans. You may have up to four different elections to make.

This offer, also known as a “Rescission Offer,” expires at 4:00 P.M., Eastern Time, on June 2, 2017. If you choose to accept the offer, please complete the enclosed Rescission Offer Election Form and return it (along with all required accompanying documents) according to the instructions contained therein, so that it is received before the offer expires.

We encourage you to carefully read all the materials contained in this package for full details on the terms and conditions of this Rescission Offer. If you have any questions after reviewing these materials, call the information agent for the Rescission Offer, D.F. King & Co., Inc. at 1-800-758-5378, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

Regards,

Fifth Third Bancorp

Fifth Third Bancorp has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3, SEC Registration Number 333-210429 (including a prospectus), and a prospectus supplement (included in this mailing) for the Rescission Offer to which this communication relates. Before you make a decision with respect to the Rescission Offer, you should read the enclosed prospectus and prospectus supplement, as well as other documents Fifth Third Bancorp has filed with the SEC for more complete information about Fifth Third Bancorp and the Rescission Offer. You may get these documents for free by visiting the SEC’s web site at http://www.sec.gov.

EX-99.2

Exhibit 99.2

Re: Rescission Offer- Fifth Third Bancorp 1993 Stock Purchase Plan

Dear Fifth Third 1993 Stock Purchase Plan Participant:

Fifth Third is offering to buy back any shares that you acquired pursuant to the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan between November 6, 2015 and November 8, 2016, or to reimburse you for any losses you may have incurred if you have already sold these shares. Fifth Third is making this offer in order to provide you with relief in case you did not receive a timely prospectus in connection with the award you exercised. No action is required if you do not wish to participate in the offer.

It is entirely your choice whether to accept Fifth Third’s offer, and we will only accept your request to participate if it would be economically beneficial to you. Based on the stock price as of April 21, 2017, we do not expect that any affected persons would obtain an economic benefit by participating in the offer unless they previously sold shares acquired in the applicable period at a loss. However, the ultimate calculation of economic benefit with respect to your shares will be conducted on the expiration date of the offer, and will be based on the closing stock price on that date.

If you have questions regarding whether you should accept the offer, see “Questions and Answers about the Rescission Offer — Should I accept the Rescission Offer?” and “— What will I receive if I accept the Rescission Offer?” in the accompanying prospectus supplement for more information.

You may also be entitled to participate in the rescission offer under other Fifth Third plans. You will receive a separate letter for each affected plan. Please review each of those letters carefully, as the offer terms vary depending on the affected plan and your election under this plan will not constitute acceptance or rejection of the offer with respect to any other plans. You may have up to four different elections to make.

This offer, also known as a “Rescission Offer,” expires at 4:00 P.M., Eastern Time, on June 2, 2017. If you choose to accept the offer, please complete the enclosed Rescission Offer Election Form and return it (along with all required accompanying documents) according to the instructions contained therein, so that it is received before the offer expires.

We encourage you to carefully read all the materials contained in this package for full details on the terms and conditions of this Rescission Offer. If you have any questions after reviewing these materials, call the information agent for the Rescission Offer, D.F. King & Co., Inc. at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

Regards,

Fifth Third Bancorp

Fifth Third Bancorp has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3, SEC Registration Number 333-210429 (including a prospectus), and a prospectus supplement (included in this mailing) for the Rescission Offer to which this communication relates. Before you make a decision with respect to the Rescission Offer, you should read the enclosed prospectus and prospectus supplement, as well as other documents Fifth Third Bancorp has filed with the SEC for more complete information about Fifth Third Bancorp and the Rescission Offer. You may get these documents for free by visiting the SEC’s web site at http://www.sec.gov.

EX-99.3

Exhibit 99.3

Re:        Rescission Offer- Fifth Third Bancorp Incentive Compensation Plans

Dear Fifth Third Incentive Compensation Plan Participant:

Fifth Third is offering to buy back any shares that you acquired from the exercise of Company options or stock appreciation rights between November 6, 2015 and November 8, 2016, or to reimburse you for any losses you may have incurred if you have already sold these shares. Fifth Third is making this offer in order to provide you with relief in case you did not receive a timely prospectus in connection with the award you exercised. No action is required if you do not wish to participate in the offer.

It is entirely your choice whether to accept Fifth Third’s offer, and we will only accept your request to participate if it would be economically beneficial to you. Based on the stock price as of April 21, 2017, we do not expect that any affected persons would obtain an economic benefit by participating in the offer unless they previously sold shares acquired in the applicable period at a loss. However, the ultimate calculation of economic benefit with respect to your shares will be conducted on the expiration date of the offer, and will be based on the closing stock price on that date.

If you have questions regarding whether you should accept the offer, see “Questions and Answers about the Rescission Offer — Should I accept the Rescission Offer?” and “— What will I receive if I accept the Rescission Offer?” in the accompanying prospectus supplement for more information.

You may also be entitled to participate in the rescission offer under other Fifth Third plans. You will receive a separate letter for each affected plan. Please review each of those letters carefully, as the offer terms vary depending on the affected plan and your election under this plan will not constitute acceptance or rejection of the offer with respect to any other plans. You may have up to four different elections to make.

This offer, also known as a “Rescission Offer,” expires at 4:00 P.M., Eastern Time, on June 2, 2017. If you choose to accept the offer, please complete the enclosed Rescission Offer Election Form and return it (along with all required accompanying documents) according to the instructions contained therein, so that it is received before the offer expires.

We encourage you to carefully read all the materials contained in this package for full details on the terms and conditions of this Rescission Offer. If you have any questions after reviewing these materials, call the information agent for the Rescission Offer, D.F. King & Co., Inc. at 1-800-269-6427, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

Regards,

Fifth Third Bancorp

Fifth Third Bancorp has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3, SEC Registration Number 333-210429 (including a prospectus), and a prospectus supplement (included in this mailing) for the Rescission Offer to which this communication relates. Before you make a decision with respect to the Rescission Offer, you should read the enclosed prospectus and prospectus supplement, as well as other documents Fifth Third Bancorp has filed with the SEC for more complete information about Fifth Third Bancorp and the Rescission Offer. You may get these documents for free by visiting the SEC’s web site at http://www.sec.gov.

EX-99.4

Exhibit 99.4

Re: Rescission Offer- Fifth Third Bancorp Nonqualified Deferred Compensation Plan

Dear Fifth Third Nonqualified Deferred Compensation Plan Participant:

Fifth Third is offering to reimburse you for any losses you may have incurred if the value in your Plan account attributable to aggregate amounts that you deferred, pursuant to your elections between November 10, 2015 and November 10, 2016, has declined as of the expiration date of this offer. Fifth Third is making this offer in order to provide you with relief in case you received certain deferred compensation obligations of Fifth Third owed in respect of the Plan that were inadvertently omitted from registration with the Securities and Exchange Commission (the “SEC”). No action is required if you do not wish to participate in the offer.

It is entirely your choice whether to accept Fifth Third’s offer, and we will only accept your request to participate if it would be economically beneficial to you. The ultimate calculation of economic benefit with respect to the value in your Plan account will be conducted on the expiration date of the offer, and will be based on a number of investment benchmark alternatives through the Plan, including, if applicable, a benchmark based on the investment performance of Fifth Third common stock on that date.

If you have questions regarding whether you should accept the offer, see “Questions and Answers about the Rescission Offer — Should I accept the Rescission Offer?” and “— What will I receive if I accept the Rescission Offer?” in the accompanying prospectus supplement for more information.

You may also be entitled to participate in the rescission offer under other Fifth Third plans. You will receive a separate letter for each affected plan. Please review each of those letters carefully, as the offer terms vary depending on the affected plan and your election under this plan will not constitute acceptance or rejection of the offer with respect to any other plans. You may have up to four different elections to make.

This offer, also known as a “Rescission Offer,” expires at 4:00 P.M., Eastern Time, on June 2, 2017. If you choose to accept the offer, please complete the enclosed Rescission Offer Election Form and return it (along with all required accompanying documents) according to the instructions contained therein, so that it is received before the offer expires.

We encourage you to carefully read all the materials contained in this package for full details on the terms and conditions of this Rescission Offer. If you have any questions after reviewing these materials, call the information agent for the Rescission Offer, D.F. King & Co., Inc. at 1-800-669-5550, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

Regards,

Fifth Third Bancorp

Fifth Third Bancorp has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3, SEC Registration Number 333-210429 (including a prospectus), and a prospectus supplement (included in this mailing) for the Rescission Offer to which this communication relates. Before you make a decision with respect to the Rescission Offer, you should read the enclosed prospectus and prospectus supplement, as well as other documents Fifth Third Bancorp has filed with the SEC for more complete information about Fifth Third Bancorp and the Rescission Offer. You may get these documents for free by visiting the SEC’s web site at http://www.sec.gov.