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

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FORM8-K

FIFTH THIRD BANCORP - FITB

Filed: May 24, 2019 (period: May 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): May 22, 2019

	(Exact name of registrant as specified in its charter)
Ohio	001-33653		31-0854434
(State or other jurisdiction		(Commission	(IRS Employer
of incorporation)		File Number)	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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications 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:

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

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. ☐

Source: FIFTH THIRD BANCORP, 8-K, May 24, 2019

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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.

Source: FIFTH THIRD BANCORP, 8-K, May 24, 2019

Powered by Morningstar® Document Research℠

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.

Item 8.01

Other Events

As previously announced, on April 25, 2019, Fifth Third Bancorp ("Fifth Third") entered into an accelerated share repurchase transaction with JPMorgan Chase Bank, National Association, London Branch ("JPM") pursuant to which Fifth Third would purchase approximately $200 million of its outstanding common stock under two $100 million confirmations (the "April 2019 Repurchase"). Fifth Third is repurchasing the shares of its common stock as part of its 100 million share repurchase program previously announced in a current report on Form 8-K filed on February 27, 2018.

On May 22, 2019 and May 23, 2019, Fifth Third was notified by JPM that it had finished purchasing shares in connection with both $100 million confirmations from the April 2019 Repurchase. A total of 6,015,570 shares were repurchased upon execution of the April 2019 Repurchase (3,007,785 for each separate confirmation), and an additional 615,508 shares were repurchased today upon completion of the first confirmation and 602,297 shares were repurchased yesterday upon completion of the second confirmation. In total, 3,623,293 shares have been repurchased at an average price of $27.8252 per share under the first confirmation and 3,610,082 shares have been repurchased at an average price of $27.9262 per share under the second confirmation.

The April 2019 Repurchase is in addition to the repurchase agreements that Fifth Third entered into with JPM on March 11, 2019 for $913 million (the "March 2019 Repurchase"), which is expected to settle on or before June 28, 2019. After the completion of the April 2019 Repurchase as well as the initial share delivery of the March 2019 Repurchase, Fifth Third has approximately 22 million shares of remaining repurchase authority under the aforementioned February 27, 2018 repurchase program.

JPM and certain of its affiliates have performed, and in the future may perform, various financial advisory and other services for Fifth Third and Fifth Third's affiliates for which they have received, and may in the future receive, customary fees and expenses.

Source: FIFTH THIRD BANCORP, 8-K, May 24, 2019

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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.

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)
May 24, 2019	By: /s/ JAMES C. LEONARD
		James C. Leonard
		Executive Vice President and Treasurer

Source: FIFTH THIRD BANCORP, 8-K, May 24, 2019

Powered by Morningstar® Document Research℠

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.