Fifth Third Bancorp : Report of unscheduled material events or corporate changes.

Morningstar® Document Research℠

FORM 8-K

FIFTH THIRD BANCORP - FITB

Filed: January 22, 2019 (period: January 22, 2019)

Report of unscheduled material events or corporate changes.

The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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): January 22, 2019

(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)

[phone]

(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 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 2.02

Results of Operations and Financial Condition.

On January 22, 2019, Fifth Third Bancorp issued a press release announcing its earnings release for the fourth quarter of 2018. A copy of this press release is attached as Exhibit 99.1. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure.

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 7.01

Regulation FD Disclosure.

On January 22, 2019, Fifth Third Bancorp issued a press release announcing its earnings release for the fourth quarter of 2018. A copy of this press release is attached as Exhibit 99.1. This information is furnished under both Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure.

For the benefit of its investors, Fifth Third Bancorp is also furnishing a presentation regarding its earnings conference call. A copy of this item is attached as Exhibit 99.2.

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 - Press release dated January 22, 2019

Exhibit 99.2 - Fourth Quarter 2018 Earnings 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.

Date: January 22, 2019

FIFTH THIRD BANCORP

(Registrant)

/s/ TAYFUN TUZUN

Tayfun Tuzun

Executive Vice President and Chief Financial Officer

Exhibit 99.1

Fifth Third Announces Fourth Quarter 2018 Results

Diluted earnings per share of $0.64, including a negative $0.05 impact from certain items on page 2

Key Financial Data

Key Highlights(a)

$ millions for all balance sheet and income statement items

4Q18

3Q18

4Q17

Income Statement Data(a)

$432

Strong financial performance and momentum

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

$421 $504

• ● NIM(b) up 19 bps compared to adjusted 4Q17

  1,081

  1,043 956

  Net interest income (FTE)(b) Noninterest income Noninterest expense

  1,085

  1,047 963

• ● Expenses flat compared to 4Q17

  575

  563 577

  977

  970 975

• ● Adjusted PPNR(b) up 14% compared to 4Q17

  Per Share Data(a)

  $0.65 0.64 23.07 19.17

• ● Average loans up 3% compared to 4Q17

  Earnings per share, basic Earnings per share, diluted Book value per share

  $0.62 $0.71

  0.61 0.70

• ● Average core deposits up 4% compared to 4Q17

21.70 21.43

Remain on-track to achieve NorthStar targets(b)

Tangible book value per share(b)

17.94 17.86

Balance Sheet & Credit Quality

$92,250 102,790 0.33 % 0.53

• ● ROTCE - 14.3% (adjusted 15.4%)

  Average portfolio loans and leases Average deposits

  $94,757 107,495

  Net charge-off ratio(c) Nonperforming asset ratio(d)

  0.35 % 0.41

  $93,192 104,666 0.30 % 0.48

• ● ROA - 1.25% (adjusted 1.34%)

• ● Efficiency ratio - 58.8% (adjusted 56.8%)

Record 4Q18 business and credit results

Financial Ratios(a)

1.22 %

Return on average assets

1.25 %

1.48 %

• ● Record corporate banking revenue

  Return on average common equity

  11.8

  11.4 13.3

  Return on average tangible common equity(b) CET1 capital(e)(f)(g)

  14.3

  13.8 16.0

• ● Record middle market & corporate loan originations

  10.24

  10.67 10.61

• ● ~20 year low commercial criticized ratio (3.34%)

  Net interest margin(b)

  3.29

  3.23 3.02

  Efficiency(b)

  58.8

  60.2 63.3

• ● ~20 year low NPA ratio (0.41%)

Other than the Quarterly Financial Review tables beginning on page 14, commentary is on a fully taxable-equivalent (FTE) basis unless otherwise noted. Consistent with SEC guidance in Industry Guide 3 that contemplates the calculation of tax-exempt income on a taxable-equivalent basis, net interest income, net interest margin, net interest rate spread, total revenue and the efficiency ratio are provided on an FTE basis. Effective in the fourth quarter of 2018, Fifth Third retrospectively applied a change in its accounting policy for investments in affordable housing projects that qualify for low-income housing tax credits (LIHTC) to all prior period amounts presented. As a result, prior period financial results may differ compared to previous disclosures. A summary reconciliation of the change is provided on page 30.

CEO Commentary

"Our fourth quarter and full year results were very strong. In 2018, we produced record results, generated profitable relationship growth, benefited from our improved balance sheet resiliency, and diligently managed our expenses while continuing to invest for future growth. We returned $2 billion to our shareholders through repurchases and dividends, including a nearly 40% increase in the dividend by the end of the year, while maintaining very strong capital ratios."

"We recently received the regulatory non-objection related to our re-submitted capital plan, including the pro forma impact of MB Financial. We remain confident in our ability to achieve the expected financial synergies from the pending acquisition, and we continue to expect the transaction to close in the first quarter of 2019."

"With the conclusion of Project NorthStar at the end of 2019, the ongoing MB Financial integration efforts, and a clearly-defined set of strategic priorities for the future, we remain very confident in our ability to achieve our long-term financial targets and outperform through the cycle."

-Greg D. Carmichael, Chairman, President and CEO

Investor contact: Chris Doll [phone] | Media contact: Larry Magnesen [phone]

January 22, 2019