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): September 9, 2019

(Exact name of registrant as specified in its charter)

Ohio	001-33653	31-0854434
(State or other jurisdiction of incorporation)	(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Without Par Value	FITB	The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I	FITBI	The NASDAQ Stock Market LLC
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A	FITBP	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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.  ☐

Item 7.01 Regulation FD Disclosure

On September 10, 2019, Fifth Third Bancorp will present at the 2019 Barclays Global Financial Services Conference. A copy of this presentation is attached as Exhibit 99.1.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 - Fifth Third Bancorp Presentation

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

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)
Date: September 09, 2019	/s/ TAYFUN TUZUN
	Tayfun Tuzun
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Barclays Global Financial Services Conference 2019 Greg D. Carmichael Chairman, President & Chief Executive Officer September 10, 2019 Exhibit 99.1

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,” “is anticipated,” “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 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. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this document. 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) deteriorating credit quality; (2) loan concentration by location or industry of borrowers or collateral; (3) problems encountered by other financial institutions; (4) inadequate sources of funding or liquidity; (5) unfavorable actions of rating agencies; (6) inability to maintain or grow deposits; (7) limitations on the ability to receive dividends from subsidiaries; (8) cyber-security risks; (9) Fifth Third’s ability to secure confidential information and deliver products and services through the use of computer systems and telecommunications networks; (10) failures by third-party service providers; (11) inability to manage strategic initiatives and/or organizational changes; (12) inability to implement technology system enhancements; (13) failure of internal controls and other risk management systems; (14) losses related to fraud, theft or violence; (15) inability to attract and retain skilled personnel; (16) adverse impacts of government regulation; (17) governmental or regulatory changes or other actions; (18) failures to meet applicable capital requirements; (19) regulatory objections to Fifth Third’s capital plan; (20) regulation of Fifth Third’s derivatives activities; (21) deposit insurance premiums; (22) assessments for the orderly liquidation fund; (23) replacement of LIBOR; (24) weakness in the national or local economies; (25) global political and economic uncertainty or negative actions; (26) changes in interest rates; (27) changes and trends in capital markets; (28) fluctuation of Fifth Third’s stock price; (29) volatility in mortgage banking revenue; (30) litigation, investigations, and enforcement proceedings by governmental authorities; (31) breaches of contractual covenants, representations and warranties; (32) competition and changes in the financial services industry; (33) changing retail distribution strategies, customer preferences and behavior; (34) risks relating to the merger with MB Financial, Inc. and Fifth Third’s ability to realize anticipated benefits of the merger; (35) difficulties in identifying, acquiring or integrating suitable strategic partnerships, investments or acquisitions; (36) potential dilution from future acquisitions; (37) loss of income and/or difficulties encountered in the sale and separation of businesses, investments or other assets; (38) results of investments or acquired entities; (39) changes in accounting standards or interpretation or declines in the value of Fifth Third’s goodwill or other intangible assets; (40) inaccuracies or other failures from the use of models; (41) effects of critical accounting policies and judgments or the use of inaccurate estimates; (42) weather-related events or other natural disasters; and (43) the impact of reputational risk created by these or other 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.

Strategic priorities 1 2 Maintain credit, expense and capital discipline Invest to drive organic growth and profitability 3 Expand market share in key geographies Focused on generating continued positive operating leverage 4 Leverage technology capabilities to accelerate digital transformation

Technology is a key enabler throughout the bank Data & predictive analytics Architecture modernization and security Customer-facing digital capabilities Digitizing all core consumer, commercial loan and deposit products Key focus areas 1 Current Leveraging several Fintech investments and partnerships to advance digital strategies, including: Platform simplification Technology investments Continued public/private cloud migration Advanced AML and fraud detection analytics Top quartile in mobile and online banking customer satisfaction System maintenance & infrastructure LOB growth & transformation Enterprise digital & data initiatives Security & compliance Process automation “1-click checkout” for existing customers Advanced “next best action” algorithms (patents pending) Migration of legacy infrastructure to open source solutions ~25% ~20% ~10% ~45% Trigger-based retention analytics Differentiated automated payables and receivables solutions for commercial clients AI-driven customer service in digital channels Award-winning geospatial information sciences branch location models supporting network expansion Direct marketing analytics supporting household growth Franchise finance solutions Vendor management automation Managed AP & AR solutions Retail healthcare practice finance solutions Education finance solutions Personal savings app

Raised minimum wage to $18 an hour impacting ~4,900 employees Middle market sales force expansion in Southeast markets, Texas, and California Added approximately 125 mass affluent banking specialists and 40 capital markets sales professionals over past 2 years New Renewable Energy M&A advisory team to improve capital markets revenue growth Decision & data science investments to improve marketing effectiveness and deepen relationships Commercial process and technology enhancements to achieve operational excellence Improving speed-to-market through migration to agile environment Process improvements to deliver best-in-class customer issue resolution Investing to drive organic growth and profitability 2 Key areas of focus ~20% Focused on: Select investments Talent Process Improvements Capabilities Improving employee & customer experience in order to generate relationship growth and improve profitability

Middle market lending expansion to improve growth and profitability profile of Commercial business Track record of successfully generating strong financial performance outside retail footprint Strong leadership & talent with cultural alignment with Fifth Third and local market knowledge Economically healthy high-growth markets Commitment to grow with full-service capabilities, including deposits, capital markets, and treasury management solutions Dedicated credit teams, and a consistent credit standard with in-footprint middle market banking 2 ~10% Greenville, SC Greensboro, NC Richmond, VA Los Angeles, CA Houston & Dallas, TX San Francisco, CA 2011 2012 2015 2018 2019 2019 Market Date established Expansion opportunities must fit strategic criteria CAGR: 26% CAGR: 35% CAGR: 22% Commercial Loans & Leases Core deposits Total revenue (NII + fees) Financial performance of middle market banking offices outside retail footprint LTM LTM LTM LTM LTM LTM LTM Outside retail footprint

Wealth #1 Revenue synergy opportunities from MB Financial acquisition Lowest retail employee attrition rate among all Fifth Third regions since merger closing Legacy MB retail customer satisfaction since the end of May2 up 3% Significant improvement in Chicago area account production with continued growth potential 3x Increase in monthly checking account production per legacy MB financial center1 Commercial Leverage improved capital markets & TM capabilities throughout Chicago middle market Utilize highly monitored ABL products for new and existing clients Expand leasing technology solutions across franchise Consumer Deepen relationships with legacy MB clients through enhanced products and services (including small business) Improve the customer experience Continue momentum from broader geographic coverage and premier branch locations Deepen legacy MB client base Capitalize and grow specialty/niche offerings Focused on leveraging partnerships with other lines of business Continue to expect revenue synergies to generate ~$60 to $75 million in annual pre-tax income by 2022 On-track to achieve $255 million in annual expense synergies by the end of the first quarter of 2020 Legacy FITB Chicago level pre-conversion post-conversion 3 Monthly consumer checking account production per legacy MB financial center 1Increase represents August 2019 units per legacy MB financial center relative to January through April 2019 average units per legacy MB financial center; 2Branch satisfaction for legacy MB branches June through August 2019

12018 FDIC deposit data, excluding all deposit balances above $500mm at any branch (excluded deposits are assumed to include a significant level of commercial deposits or are headquarter branches for direct banks); 2Midwest includes all MSAs in OH-KY-IN-MI-KY-WV; 3Compound annual growth rate from 2013 to 2018; excludes impacts from MB Financial; Markets defined as all MSAs where Fifth Third has branch locations; 4Moody’s vitality scores as of 12/31/18, weighted by branch count. Investing in key geographies to expand market share 3 Regional footprint Out of footprint middle market and corporate banking FITB markets with a top 3 deposit share Key Southeast MSAs of focus Significant scale advantage throughout footprint New 2019 middle market banking office Percentage of deposits in markets with a top 3 share1 Net change in locations 2012 - 2017 2018 (141) (33) 2019 ~(12) 2020 ~10 Focused on optimizing retail network to improve growth and profitability 2021 Household attrition from historical closures is less than 1% 2020 and 2021 impacts only modestly dilutive to earnings Midwest footprint2 3.9% Deposit growth3 Moody’s vitality score4 $86M 6.1% $56M Southeast MSAs of focus Reallocating network to more economically vibrant high growth markets while maintaining top market share positioning in legacy markets Opportunity for ~$2.5BN deposit growth over 5 year period ~35 91% 124% 3.3% 5.6% Deposits per branch1 $74M $84M Fifth Third Market average Fifth Third Market average Exceeds market average deposit growth in Midwest and Southeast Underpenetrated Southeast branch network creates compelling opportunity Southeast markets have significantly more attractive market dynamics

Disciplined balance sheet growth 4 Credit quality continuing to reflect actions taken to improve risk profile Growing C&I and shrinking residential mortgage Nonperforming assets As of 2Q19 While continuing to de-emphasize CRE CRE as a % of total capital1 As of 2Q19 Funding balance sheet growth with deposits while maintaining pricing discipline Interest bearing liabilities cost1 Change from 2Q18 - 2Q19 Avg. deposit growth Change from 2Q18 - 2Q19 Peer Median Peer Median Peer Median Peer Median Resi. mortgage loans ex. MB Change from 2Q18 - 2Q19 C&I loans ex. MB Change from 2Q18 - 2Q19 1Data from S&P Global Market Intelligence Peer Median Change in net charge-offs 2Q18 to 2Q19 Fifth Third NCOs near historic lows Growth ex. MB Financial Growth, as reported Peer Median

1Data from S&P Global Market Intelligence and 6/30/19 10-Q filings, securities portfolio cash flows calculated as full year proceeds from maturities, redemptions, paydowns, and calls of AFS and HTM securities divided by June 30, 2018 securities balances; 2capital distribution estimates include repurchases related to common share issuances under employee benefit plans (approximately $75 million) and excludes any potential additional repurchases of common shares related to after-tax gains from the previous sale of Worldpay, Inc. common stock. Hedges executed last year to become effective over next 4 quarters and provide protection for 5 year period Investment portfolio expected to generate very modest amount of cash over the next 5 years Current securities portfolio cash flows remain by far the lowest among peers at ~6% annually1 61% of investment portfolio is invested in cash flows locked out over a 24 month period Only $2BN to $3BN per year in projected cash flows on existing portfolio over the next 5 years Total notional value of effective cash flow hedges ($BN) Prudent capital management Strong common equity tier 1 capital of 9.6% in 2Q19 Strong capital distribution capacity covering the 3Q19 to 2Q20 horizon ~$1.24BN of core repurchases2, with $350 million completed in 3Q19 Expect to raise dividend $0.03 in 1Q20 to $0.27 per share, subject to Board approval and economic conditions Bank acquisitions are not a priority Maintaining disciplined approach throughout balance sheet 4 $11 $1 $10 $3 $7 $1 $6 5 yr. @ ~3% receive fixed rate 5 yr. @ 2.25% 1 month LIBOR strike 5 yr. @ ~3.2% receive fixed rate Floors Swaps - All $11BN of hedges as of 1Q20 to remain in effect into 2023 - Hedges executed in 2018 provide protection into 2024 2Q19 3Q19 4Q19 1Q20

Strategic priorities Focused on top quartile through-the-cycle performance to create long-term shareholder value 1 3 2 4 Leverage technology capabilities to accelerate digital transformation Maintain credit, expense and capital discipline Expand market share in key geographies Invest to drive organic growth and profitability

XML

Document and Entity Information	Sep. 09, 2019
Document And Entity Information [Line Items]
Entity Registrant Name	FIFTH THIRD BANCORP
Amendment Flag	false
Entity Central Index Key	0000035527
Document Type	8-K
Document Period End Date	Sep. 09, 2019
Entity Incorporation, State or Country Code	OH
Entity File Number	001-33653
Entity Tax Identification Number	31-0854434
Entity Address, Address Line One	Fifth Third Center
Entity Address, Address Line Two	38 Fountain Square Plaza
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45263
City Area Code	(800)
Local Phone Number	972-3030
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, Without Par Value [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Common Stock, Without Par Value
Trading Symbol	FITB
Security Exchange Name	NASDAQ
Series I Preferred Stock [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/1000th Ownership Interest in a Share of 6.625% Fixed-to-Floating
Trading Symbol	FITBI
Security Exchange Name	NASDAQ
Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative Perpetual Class B Preferred Stock, Series A [Member]
Document And Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Representing a 1/40th Ownership Interest in a Share of 6.00% Non-Cumulative
Trading Symbol	FITBP
Security Exchange Name	NASDAQ