Form 424B5

Acquired Under the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan

We are offering, under the terms and conditions described in this prospectus supplement, to rescind (the “Rescission Offer”) the previous acquisition of up to 724,240 shares of our common stock (the “Shares”), without par value, by persons who acquired such Shares pursuant to the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan (the “ESPP”) between November 6, 2015 and November 8, 2016 (the “Purchase Period”).

The Rescission Offer applies to Shares acquired during the Purchase Period pursuant to the ESPP at prices ranging from $14.24 per share to $21.44 per share (including Shares that were acquired pursuant to our contribution under the ESPP for your account (such Shares, the “Matching Shares”)). If you acquired Shares (including Matching Shares) pursuant to the ESPP during the Purchase Period and you accept the Rescission Offer, you will receive:

Although this prospectus supplement uses the term “interest” when describing the calculation of the Rescission Offer price, the term is only intended to describe the method used to calculate the payment amount, and the payment is not considered interest for U.S. federal income tax purposes. Instead, the entire amount will be considered as a payment for the sale of your Shares.

The Rescission Offer will expire at 4:00 P.M., Eastern Time, on June 2, 2017 (the “Expiration Date”). Our information agent for the Rescission Offer is D.F. King & Co., Inc. (“D.F. King”). Please contact D.F. King with any questions regarding the Rescission Offer at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

Our common stock is listed on the Nasdaq Global Select Market and trades under the ticker symbol “FITB.” The last reported sale price of our common stock (as reported on the Nasdaq Global Select Market) on April 21, 2017 was $24.62 per share. You should obtain trading prices for our common stock prior to deciding whether or not to accept the Rescission Offer. Our principal executive offices are located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, and our telephone number is 1-800-972-3030.

You may elect to accept the Rescission Offer by submitting a Rescission Offer Election Form to American Stock Transfer & Trust Company, LLC (“AST”), our transfer agent for the Rescission Offer, on or before the Expiration Date as set forth in this prospectus supplement and in accordance with the instructions set forth in the Rescission Offer Election Form. If you are accepting the Rescission Offer with respect to Shares you own that are currently held and administered by AST under the ESPP, you do not need to take additional action to deliver such Shares once you have submitted a valid Rescission Offer Election Form. If you are accepting the Rescission Offer with respect to Shares you currently own and hold outside the ESPP through a broker or nominee other than AST, you must provide the additional information requested in the Rescission Offer Election Form, as well as cause your broker or nominee to deliver such Shares to AST in accordance with the instructions set forth in the Rescission Offer Election Form. You do not need to take any action to reject the Rescission Offer. If you fail to return a properly completed Rescission Offer Election Form (together with any other required documents, including any Shares that may be required to be delivered) by the deadline on the Expiration Date, you will be deemed by us to have rejected the Rescission Offer. Acceptance or rejection of the Rescission Offer may prevent you from maintaining any action against us based on a claim that we failed to deliver a prospectus in connection with your acquisition of our common stock pursuant to the ESPP during the Purchase Period. In any event, any such claim may be barred by applicable statutes of limitations. See “Risk Factors — Your right of rescission under federal and state law, if any, may not survive if you affirmatively reject or fail to accept the Rescission Offer” on page S-13.

Investing in our common stock involves risks. See the section entitled “Risk Factors” beginning on page S-13 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

You should read this prospectus supplement along with the accompanying prospectus and the documents incorporated by reference in the accompanying prospectus. The information contained in this prospectus supplement supersedes any inconsistent information contained in the accompanying prospectus. We are responsible for the information contained in this prospectus supplement and contained or incorporated by reference in the accompanying prospectus. We have not authorized anyone to provide you with any other information, and we take no responsibility for other information others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus supplement, or contained or incorporated by reference in the accompanying prospectus, is accurate as of any date other than their respective dates.

Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus to “Fifth Third,” the “Company,” “we,” “us,” and “our” or similar terms are to Fifth Third Bancorp and its subsidiaries.

This prospectus supplement, the accompanying prospectus, and the information incorporated by reference in this prospectus supplement and the prospectus contain or incorporate 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 those described in this prospectus supplement or the documents incorporated by reference herein, including the risk factors set forth in this prospectus supplement or in our most recent Annual Report on Form 10-K as updated 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:

The following questions and answers are intended to briefly address some commonly asked questions regarding the Rescission Offer. These questions and answers do not address all questions that may be important to you as a participant in the ESPP who acquired Shares between November 6, 2015 and November 8, 2016. Please refer to the section under the heading “The Rescission Offer” below and the more detailed information contained elsewhere in this prospectus supplement and the accompanying prospectus, which you should read carefully, and the information we have included or incorporated by reference in this prospectus supplement and the accompanying prospectus.

We are making the Rescission Offer with respect to 724,240 Shares sold pursuant to the ESPP between November 6, 2015 and November 8, 2016, the Purchase Period. We are making the Rescission Offer to ensure compliance with the Securities Act of 1933, as amended (the “Securities Act”), and to limit any contingent liability we may have as a result of possible noncompliance with applicable federal prospectus delivery requirements in connection with the acquisition of Shares pursuant to the ESPP by ESPP participants. We believe that the statute of limitations period applicable to potential claims for rescission under the Securities Act is one year, but in no event later than three years after the security was bona fide offered to the public. Accordingly, in determining the Purchase Period, we selected a date after which no failure of delivery of prospectus occurred in connection with sales of Shares under the ESPP as the ending date of the Purchase Period, and a date that is 12 months earlier as the beginning date of the Purchase Period.

Our current executive officers and members of our Board of Directors have informed us that they do not intend to participate in the Rescission Offer.

Although we use the term “interest” when describing the calculation of the Rescission Offer price above, the term is only intended to describe the method used to calculate the payment amount, and the payment is not considered interest for U.S. federal income tax purposes. Instead, the entire amount will be considered as a payment for the sale of your Shares.

Proceeds, less required tax withholding (if applicable), will be paid in U.S. dollars in a check to be sent to you at the address to which this prospectus supplement was mailed. If this address is incorrect, please correct your printed address on the Rescission Offer Election Form and also contact AST, the administrator of the ESPP, at 1-866-709-7704 between the hours of 8:00 A.M. to 10:00 P.M., Eastern Time, Monday through Friday (excluding holidays), to update your address.

However, in deciding whether to accept the Rescission Offer, you should consider all relevant factors in light of your particular circumstances, including the potential tax consequences of accepting the Rescission Offer (see “Material U.S. Federal Income Tax Considerations”) and, if you own Shares you acquired pursuant to the ESPP during the Purchase Period, the possibility that the value of such Shares may increase or decrease after the Expiration Date. See “Risk Factors.”

In addition, you should note that, under the terms of the Rescission Offer, we will not repurchase or make payments relating to any Shares unless you return to us a Rescission Offer Election Form indicating that (i) you sold Shares that you acquired during the Purchase Period for less than your original purchase price for such Shares under the ESPP, and/or (ii) you hold Shares that were acquired during the Purchase Period and that on the Expiration Date are worth less than the Rescission Offer price. If your Shares are not currently held under the ESPP or were sold outside the ESPP for a loss, you may also be required to provide reasonably satisfactory proof of sale and of loss. See “What is considered proof of a bona fide transaction? What is considered proof of original acquisition?” below.

The Rescission Offer price is explained in more detail in the answer to the third question above, “What will I receive if I accept the Rescission Offer?”

WE URGE YOU TO REVIEW THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER OR NOT TO ACCEPT THE RESCISSION OFFER.

If you have questions about the Rescission Offer acceptance process, you can call D.F. King, our information agent for the Rescission Offer, at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

If you have transferred your Shares to another broker, contact your broker for assistance. If you transferred your Shares to another broker and subsequently sold such Shares at a loss, you will need to contact the broker that facilitated that sale for your transaction history and sale price information. Please allow sufficient time to receive your transaction history. Some brokers may take up to two weeks to deliver your transaction history and we encourage you to contact your broker as soon as possible.

The blackout period will begin at 4:00 P.M., Eastern Time, on June 2, 2017, the Expiration Date, and will end on the date that payment is made by us to ESPP participants who have validly accepted the Rescission Offer. We expect to make such payment on or before June 16, 2017, or as soon as practicable thereafter. You will be notified in the event that the blackout period is extended past such date.

During the blackout period, you will be unable to sell shares you own in the ESPP, which could result in adverse consequences or hardship to you in the event of significant changes in the value of Fifth Third common stock, volatility in the securities markets generally, personal emergency, or other circumstances that may arise in which you might desire to sell your shares. See “Risk Factors — You will not be permitted to conduct any transactions out of the Fifth Third common stock within your ESPP account for a period of time following the Expiration Date.”

You will receive a separate notice from us with more specific details concerning this blackout period.

If such Shares were not held by you in your ESPP account and, pursuant to the Rescission Offer, were delivered to AST (either by your broker via DWAC, or in the form of certificated shares), we will not charge any expense of returning those Shares to you (your broker may, however, charge a fee to take any shares back from AST). If applicable, AST will contact you after the Expiration Date with more information on how your Shares will be returned to you.

You may return your completed Rescission Offer Election Form and any accompanying required documents by ordinary, certified or registered mail or via overnight delivery or courier. You may send your materials to:

Along with your Rescission Offer Election Form and any additional required documents as described above, U.S. Persons (which includes U.S. citizens and residents) need to complete and return the Form W-9 included therein and non-U.S. Persons need to complete the Form W-8BEN included therein. Please review the Instructions to Rescission Offer Election Form to determine if you qualify as a U.S. Person. You may participate in the Rescission Offer even if you do not complete your Form W-9 or Form W-8BEN. However, if your properly completed Form W-9 or Form W-8BEN is not received with your Rescission Offer Election Form, we may be required to withhold additional amounts from Rescission Offer payments to you.

YOUR PROPERLY COMPLETED RESCISSION OFFER ELECTION FORM (TOGETHER WITH ANY OTHER REQUIRED DOCUMENTS, INCLUDING ANY SHARES THAT MAY BE REQUIRED TO BE DELIVERED) MUST BE LEGIBLE AND RECEIVED BY AST, OUR TRANSFER AGENT, ON OR BEFORE 4:00 P.M., EASTERN TIME, JUNE 2, 2017, THE EXPIRATION DATE. OTHERWISE, YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER. WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER ELECTION FORM HAS BEEN PROPERLY COMPLETED AND TIMELY RECEIVED, WHETHER YOUR SHARES HAVE BEEN PROPERLY DELIVERED TO AST, WHETHER ANY REQUIRED PROOF IS REASONABLY SATISFACTORY AND WHETHER YOU ARE ELIGIBLE TO ACCEPT THE RESCISSION OFFER.

Proceeds, less required tax withholding (if applicable), will be paid in U.S. dollars by a check to be sent to your address on or before June 16, 2017, or as soon as practicable thereafter. The payment check will be sent to the address to which this prospectus supplement was mailed. If this address is incorrect, please correct your printed address on the Rescission Offer Election Form and also contact AST, the administrator of the ESPP, at 1-866-709-7704 between the hours of 8:00 A.M. to 10:00 P.M., Eastern Time, Monday through Friday (excluding holidays), to update your address.

If you have any questions related to accepting or rejecting the Rescission Offer, contact D.F. King, our information agent for the Rescission Offer, at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

If you acquired, and still hold, any Shares subject to the Rescission Offer that were transferred out of the ESPP to you in the form of certificated Shares, and you desire to accept the Rescission Offer with respect to those Shares, you should (i) properly complete the Rescission Offer Election Form and (ii) deliver such certificated Shares, along with the Rescission Offer Election Form, to AST in accordance with the instructions set forth in the Rescission Offer Election Form. (See “The Rescission Offer—How To Accept or Reject the Rescission Offer—How To Accept the Rescission Offer—Accepting the Rescission Offer for Shares Held Through a Broker or Other Nominee, or as Certificated Shares.”) Your Share certificate(s) must include the Unique Offer Identification Number printed on the front of your Rescission Offer Election Form, as Shares will not be accepted without it. You will be deemed to have rejected the Rescission Offer if the Unique Offer Identification Number is not included with your Share certificate(s). You should make arrangements sufficiently in advance to ensure your Shares are delivered to AST at the above address by the Expiration Date.

In addition, if the sale of any such Shares was effected through a broker or nominee that is not AST as the administrator of the ESPP, you will also need to provide proof reasonably satisfactory to Fifth Third of your original acquisition, during the Purchase Period, of the sold Shares. Satisfactory proof may take the form of a receipt or transaction or confirmation statement from the broker, dealer, or other person receiving the Shares from AST and holding or administering the Shares on your behalf.

If the proof of a bona fide sale (including proof linking Shares sold through a separate broker to your original acquisition of such Shares through AST during the Purchase Period) is not reasonably satisfactory to Fifth Third, in its sole discretion, you will be deemed to have rejected the Rescission Offer.

If you have already accepted the Rescission Offer by returning a Rescission Offer Election Form and now wish to reject the Rescission Offer, see below, “— Can I change my election after I have mailed my signed Rescission Offer Election Form?”

If you reject the Rescission Offer, you will not receive any payment with respect to the Shares subject to the Rescission Offer, but you will retain any Shares you currently hold.

You may return your completed Rescission Offer Withdrawal Form by ordinary, certified or registered mail or via overnight delivery or courier. You may send your materials to:

Fifth Third Bancorp Rescission Offer American Stock Transfer & Trust Company, LLC

The Rescission Offer Withdrawal Form must be legible. To properly complete your Rescission Offer Withdrawal Form, you must include the Unique Offer Identification Number that was located on the front of your Rescission Offer Election Form. You should retain a copy of your completed Rescission Offer Withdrawal Form for your personal records. We recommend that you return the Rescission Offer Withdrawal Form sufficiently in advance of the Expiration Date to ensure its receipt by AST by the deadline specified above. The method for returning the Rescission Offer Withdrawal Form is at your option and risk, and delivery will be deemed made only when actually received by AST at the address indicated above. We recommend using registered mail with return receipt requested.

IF YOU HAVE PREVIOUSLY ACCEPTED THE RESCISSION OFFER AND YOU CHANGE YOUR ELECTION, WE MUST RECEIVE YOUR LEGIBLE AND PROPERLY COMPLETED RESCISSION OFFER WITHDRAWAL FORM ON OR BEFORE 4:00 P.M., EASTERN TIME, JUNE 2, 2017, THE EXPIRATION DATE. OTHERWISE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE RESCISSION OFFER PURSUANT TO YOUR ELECTION ON THE LAST EFFECTIVE RESCISSION OFFER ELECTION FORM THAT YOU SUBMITTED AND WE ACCEPTED.

WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER WITHDRAWAL FORM HAS BEEN PROPERLY COMPLETED AND TIMELY RECEIVED AND WHETHER YOU ARE ELIGIBLE TO WITHDRAW YOUR ACCEPTANCE OF THE RESCISSION OFFER. All determinations with respect to the Rescission Offer Withdrawal Form and the Rescission Offer (including issues relating to the timeliness or effectiveness of any election and the sufficiency of any documentation) will be made by us, which determinations shall be final and binding.

An investment in our common stock involves risks. In deciding whether to accept or reject the Rescission Offer, you should consider all of the information we have included or incorporated by reference in this prospectus supplement and the accompanying prospectus. In particular, you should carefully consider the following risk factors relating to the Rescission Offer in addition to the risks identified in “Forward-Looking Statements” above and the risks identified in our Annual Report on Form 10-K for the year ended December 31, 2016, including those risks identified under the caption “Risk Factors” and, to the extent applicable, our subsequent quarterly reports on Form 10-Q. Please see “Where You Can Find More Information.”

The Rescission Offer may not bar claims relating to our possible non-compliance with securities laws, and we may continue to be contingently liable for rescission or damages in an indeterminate amount.

It is not certain that the Rescission Offer will have the effect of barring claims relating to our non-compliance with applicable federal securities laws. If a person accepts the Rescission Offer, we believe our potential liability to that person will be eliminated. If a person rejects or fails to respond to the Rescission Offer, we may continue to be contingently liable for rescission or damages, which could result in an adverse effect on our results of operations and financial condition. In addition, the Rescission Offer will not prevent regulators from pursuing actions or imposing penalties and fines against us with respect to any potential violations of securities laws. In any event, based on the current market price of our common stock, we do not expect the Rescission Offer to have a material impact on our results of operations, financial condition or liquidity.

Your right of rescission under federal and state law, if any, may not survive if you affirmatively reject or fail to accept the Rescission Offer.

The rights remaining to the recipients of a rescission offer are not clearly delineated under the federal or certain state securities laws. If you affirmatively reject or fail to accept the Rescission Offer, it is unclear whether your federal right of rescission, if any, will be preserved. The staff of the SEC has taken the position that a person’s federal right of rescission may survive a rescission offer. However, the few federal courts that have addressed this issue in the past have suggested that, at least in certain circumstances, a person who rejects or fails to accept a rescission offer may be precluded from later seeking similar relief.

The Rescission Offer may also affect your right of rescission and your right to damages, if any, under state law. We believe that the sale and issuance of Shares pursuant to the ESPP that are the subject of the Rescission Offer was exempt from registration under state laws. Furthermore, we believe that the Rescission Offer is exempt from registration under the laws of such states and thus need not comply with the laws of such states regulating such offers. However, we do not make any representation as to the compliance of this Rescission Offer with applicable state law. Under most state laws, acceptance or rejection of a rescission offer may preclude offerees from initiating an action against the rescission offeror in connection with the registration or delivery of securities that are the subject of the rescission offer. We may assert, among other defenses, in any litigation initiated by a person eligible to participate in the Rescission Offer who accepts or rejects (or is deemed to reject) the Rescission Offer, that such person is legally barred from asserting such claims as a result of the Rescission Offer.

Generally, the statute of limitations under the Securities Act for enforcement of federal statutory rescission rights by a security holder is one year commencing on the date of the sale of the security sold in violation of the federal prospectus delivery requirements, but in no event later than three years after the security was bona fide offered to the public. Statutes of limitations under state laws vary by state, with the limitation time period under many state statutes not typically beginning until the facts giving rise to a violation are known. Our Rescission Offer is not an admission that we did not comply with any federal or state registration or delivery or disclosure requirements nor is it a waiver by us of any applicable statute of limitations or any potential defense we may have. Determining when a statute of limitations expires under federal or state law can be a difficult issue and you should consult with an attorney if you have any questions regarding how federal or state statutes of limitations may apply to any claims you may have.

You will not be permitted to conduct any transactions out of the Fifth Third common stock within your ESPP account for a period of time following the Expiration Date.

During the blackout period commencing at 4:00 P.M., Eastern Time, on June 2, 2017, the Expiration Date, you will not be permitted to sell or transfer any shares of Fifth Third common stock owned by you in the ESPP. Your inability to sell or transfer such shares during the blackout period could result in adverse consequences or hardship to you in the event of significant changes in the value of Fifth Third common stock, volatility in the securities markets generally, personal emergency, or other circumstances that may arise in which you might desire to sell your shares. See “Questions and Answers About the Rescission Offer — Will the Rescission Offer affect my ability to direct transactions in my ESPP account?”

We cannot predict whether the amounts you would receive in the Rescission Offer for Shares that you still own would be greater than the fair market value of our common stock.

Our common stock is actively traded on the Nasdaq Global Select Market under the symbol “FITB.” The amount you would receive in the Rescission Offer is fixed and is not tied to the market value of our common stock on the Nasdaq Global Select Market at the time the Rescission Offer closes on 4:00 P.M., Eastern Time, June 2, 2017, the Expiration Date. However, eligibility for Shares tendered in the Rescission Offer is tied to the market value of our common stock on the Expiration Date, and we will not accept your Rescission Offer Election Form for Shares you currently own if the original purchase price of such Shares at the time of your acquisition under the ESPP plus interest (through the Expiration Date) is less than the closing price of the Shares as of the Expiration Date, as it would not be economically beneficial to you.

Even if accepting the Rescission Offer would be economically beneficial to you at the time of the Expiration Date (and therefore you are eligible to accept the Rescission Offer), we cannot anticipate subsequent market developments, whether at the time payment is made or thereafter, and we cannot predict whether accepting the Rescission Offer would continue to be economically beneficial to you following the Expiration Date.

On April 21, 2017, the last reported sale price for our common stock on the Nasdaq Global Select Market was $24.62 per share.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of March 31, 2017, Fifth Third had $140 billion in assets and operated 1,155 full-service Banking Centers and 2,471 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 17.8% interest in Vantiv Holding, LLC.

If you would like to know more about us, see our documents incorporated by reference in this prospectus supplement, as described under the heading “Where You Can Find More Information.”

Fifth Third’s principal executive office is: Fifth Third Bancorp, 38 Fountain Square Plaza, Cincinnati, Ohio 45263, telephone number: 1-800-972-3030.

We are offering to repurchase up to 724,240 shares of our common stock from persons who acquired those Shares under the ESPP during the Purchase Period, as we have determined that certain participants may not have timely received the prospectus required to be delivered under the Securities Act of 1933 in connection with those acquisitions. Our inadvertent failure to timely deliver a prospectus as required under the Securities Act may have constituted a violation of Section 5 of the Securities Act (which generally requires registration of offers and sales of securities) and may give rise to liability under Section 12 of the Securities Act (which generally provides a rescission remedy for offers and sales of securities in violation of Section 5). Shortly after such determination, we delivered the prospectus to all participants under the ESPP as of November 8, 2016.

We are making this Rescission Offer with respect to 724,240 Shares sold pursuant to the ESPP during the Purchase Period. We are making the Rescission Offer to ensure compliance with the Securities Act and to limit any contingent liability we may have as a result of possible noncompliance with applicable federal prospectus delivery requirements in connection with the acquisition of such Shares by ESPP participants pursuant to the ESPP.

Our current executive officers and members of our Board of Directors have informed us that they do not intend to participate in the Rescission Offer.

If you reject, or fail to timely accept, the Rescission Offer in accordance with the terms and conditions set forth in this prospectus supplement and the instructions set forth in the Rescission Offer Election Form by 4:00 P.M., Eastern Time, on June 2, 2017, the Expiration Date, or if you accept the Rescission Offer but we determine that you are not eligible to accept the Rescission Offer under the terms set forth in this prospectus supplement, you will retain ownership of the Shares you own and will not receive any payment for any Shares subject to the Rescission Offer (including any Shares that you may have previously sold).

Your acceptance of the Rescission Offer may preclude you from later seeking similar relief, if any is available. We may assert, among other defenses, in any litigation initiated by a person eligible to participate in the Rescission Offer who accepts or rejects (or is deemed to reject) the Rescission Offer, that such person is legally barred from asserting such claims as a result of the Rescission Offer. For federal securities law purposes, rejection of or the failure to accept a rescission offer may not terminate an offeree’s right to bring a civil action against the offeror for failure to deliver a prospectus required under the Securities Act before expiration of the applicable statute of limitations. The staff of the SEC takes the position that a person’s federal right of rescission may survive a rescission offer. However, the few federal courts that have addressed this issue in the past have suggested that, at least in certain circumstances, a person who rejects or fails to accept a rescission offer may be precluded from later seeking similar relief. Each person is urged to consider this possibility with respect to our Rescission Offer. Our Rescission Offer is not an admission that we did not comply with applicable federal or state requirements, nor is it a waiver by us of any applicable statute of limitations or any potential defense we may have.

The above discussion relates primarily to your potential rescission rights and does not address the antifraud provisions of federal securities laws or rights under state securities laws, common law or equity. We believe that the sale and issuance of Shares that are the subject of the Rescission Offer were exempt from registration under state laws. Furthermore, we believe that this Rescission Offer is exempt from registration under state laws and thus need not comply with state laws regulating such offers. However, we do not make any representation as to the compliance of this Rescission Offer with any applicable state law. Under most state laws, acceptance or rejection of rescission offers may preclude offerees from initiating an action against the rescission offeror in connection with the registration of securities that are the subject of the rescission offer.

Generally, the statute of limitations under the Securities Act for enforcement of your federal statutory rescission rights by a security holder is one year commencing on the date of the sale of the security sold in violation of the federal prospectus delivery requirements, but in no event later than three years after the security was bona fide offered to the public. Statutes of limitations under state laws vary by state, with the limitation period under many state statutes not typically beginning until the facts giving rise to the violation are known. Determining when a statute of limitations expires under federal or state law can be a difficult issue, and you should consult with an attorney if you have any questions regarding how federal or state statutes of limitations may apply to any claims you have or regarding any of your legal rights and remedies before deciding whether or not to accept the Rescission Offer.

For Shares (including Matching Shares) acquired through the ESPP during the Purchase Period which you have already sold at a loss, you may accept the Rescission Offer with respect to any of such Shares, in which case you will receive in U.S. dollars an amount equal to the excess of the purchase price of such Shares at the time of your acquisition under the ESPP over the proceeds of the sale of the Shares, plus interest at a rate of 0.71 % per year. Interest will be paid on the original purchase price of the Shares under the ESPP from the date you acquired the Shares through the date you sold the Shares. Interest will also be paid on the loss realized from your sale of the Shares from (but excluding) the date of such sale through the date that payment is made by us.

For Shares (including Matching Shares) acquired through the ESPP during the Purchase Period which you currently hold, you may accept the Rescission Offer with respect to any of such Shares, and we will repurchase in U.S. dollars those Shares from you, in which case you will receive the amount equal to the original purchase price of such Shares at the time of your acquisition under the ESPP, plus interest at a rate of 0.71% per year for the period from the date you acquired the Shares to the date payment is made by us. However, we will not repurchase those Shares for which the original purchase price for the Shares under the ESPP plus interest (through the Expiration Date) is less than the closing price of the Shares on the Expiration Date, as it would not be economically beneficial to you. Although we use the term “interest” when describing the calculation of the Rescission Offer price, the term is only intended to describe the method used to calculate the payment amount, and the payment is not considered interest for U.S. federal income tax purposes. Instead, the entire amount will be considered as a payment for the sale of your Shares.

For any Matching Shares you acquired pursuant to Fifth Third’s contribution under the ESPP to your account, the purchase price of such Matching Shares will be the purchase price of the Shares you originally purchased corresponding to such contribution of Matching Shares

Because this Rescission Offer is being made, in part, to limit any contingent liability that we may have as a result of possible noncompliance with applicable U.S. federal prospectus delivery requirements, and because the offerees to whom this Rescission Offer is being made reside in a variety of U.S. jurisdictions, we believe that it is appropriate to use a U.S. federal reference rate of interest to determine the interest rate to be applied in this Rescission Offer. U.S. federal law does not provide a specific rate of interest to be used in rescission offers. We will use an annual interest rate of 0.71%, which is calculated on the basis of the highest weekly average one-year constant maturity Treasury yield in effect at any time during the Purchase Period, as published by the Board of Governors of the Federal Reserve System.

The Rescission Offer will expire at 4:00 P.M., Eastern Time, on June 2, 2017. If all deliveries and other actions required to validly accept the Rescission Offer are completed in accordance with the terms and conditions set forth in this prospectus supplement and the instructions set forth in the Rescission Offer Election Form prior to the deadline specified in the preceding sentence, and we determine that you are eligible to accept the Rescission Offer, we expect to send you payment of any proceeds to which you are entitled on or before June 16, 2017, or as soon as practicable thereafter. Proceeds, less required tax withholding (if applicable), will be paid in U.S. dollars by a check to be sent to your address. The payment check will be sent to the address to which this

prospectus supplement was mailed. If this address is incorrect, please correct your printed address on the Rescission Offer Election Form and also contact AST, the administrator of the ESPP, at 1-866-709-7704 between the hours of 8:00 A.M. to 10:00 P.M., Eastern Time, Monday through Friday (excluding holidays), to update your address.

Neither we nor any of our executive officers or directors make any recommendations to any person with respect to our Rescission Offer. We urge you to read this prospectus supplement carefully and to make an independent evaluation with respect to our Rescission Offer. We also urge you to consult with your advisors before accepting or rejecting our Rescission Offer.

As of April 21, 2017, the closing sale price of our common stock (as reported on the Nasdaq Global Select Market) was $24.62 per share. If you still own Shares acquired pursuant to the ESPP, you should obtain current price information regarding our common stock prior to deciding whether to accept or reject the Rescission Offer. We also urge you to consult with your advisors before accepting or rejecting our Rescission Offer.

The table below sets forth the high and low sale prices of our common stock for each quarter during fiscal year 2017, fiscal year 2016 and fiscal year 2015.

During the fiscal year ended December 31, 2016, we repurchased 37,063,400 shares of common stock at an aggregate purchase price of $714.9 million. We have not issued significant amounts of our common stock during such period other than under our benefits and compensation plans. See also “— Concurrent Rescission Offers” below for information regarding repurchases of shares in connection with other rescission offers.

If you are accepting the Rescission Offer with respect to Shares you hold outside of the ESPP, or which you have sold at a loss, see also the instructions contained in “— Accepting the Rescission Offer for Shares Held Through a Broker or Other Nominee, or as Certificated Shares,” below.

Acceptance of the Rescission Offer is optional. You may accept the Rescission Offer with respect to all or a portion of your eligible Shares. Generally, acceptance of the Rescission Offer is economically beneficial only if you have sold Shares acquired during the Purchase Period at a loss, or if you currently hold Shares acquired during the Purchase Period and the closing price of the Shares on the Expiration Date is less than the original purchase price for the Shares under the ESPP plus interest through the Expiration Date.

In order to accept the Rescission Offer, you must properly complete, sign and date the Rescission Offer Election Form which accompanies this prospectus supplement (and a template of which is also included as Appendix A), together with any other required documents as set forth below and in the Rescission Offer Election

Form, and deliver them by ordinary, certified or registered mail or via overnight delivery or courier so that they are received by AST, our transfer agent for the Rescission Offer, on or before 4:00 P.M., Eastern Time, June 2, 2017, the Expiration Date. You may send your materials to:

The Rescission Offer Election Form must be legible. You should retain a copy of your completed Rescission Offer Election Form for your personal records. We recommend that you return the Rescission Offer Election Form (together with any other required documents) sufficiently in advance of the Expiration Date to ensure its receipt by AST by the deadline specified above. (In addition, if you have transferred your Shares to a broker or nominee other than the plan administrator, AST, you should make arrangements sufficiently in advance to ensure that Shares you currently own and want us to repurchase are returned to AST by 4:00 P.M., Eastern Time, June 2, 2017, the Expiration Date. See the instructions contained in “— Accepting the Rescission Offer for Shares Held Through a Broker or Other Nominee, or as Certificated Shares” below.) The method for returning the Rescission Offer Election Form is at your option and risk, and delivery will be deemed made only when actually received by AST at the address indicated above. We recommend using registered mail with return receipt requested.

Along with your Rescission Offer Election Form and any additional required documents as described below, U.S. Persons (which includes U.S. citizens and residents) need to complete and return the Form W-9 included therein and non-U.S. Persons need to complete the Form W-8BEN included therein. Please review the Instructions to the Rescission Offer Election Form to determine if you qualify as a U.S. Person. You may participate in the Rescission Offer even if you do not complete your Form W-9 or Form W-8BEN. However, if your properly completed Form W-9 or Form W-8BEN is not received with your Rescission Offer Election Form, we may be required to withhold additional amounts from Rescission Offer payments to you.

In addition to the Rescission Offer Election Form and the Form W-9 or W-8BEN, you may be required to submit additional documents in order to properly accept the Rescission Offer:

YOUR PROPERLY COMPLETED RESCISSION OFFER ELECTION FORM (TOGETHER WITH ANY OTHER REQUIRED DOCUMENTS) MUST BE LEGIBLE AND RECEIVED BY AST ON OR BEFORE 4:00 P.M., EASTERN TIME, JUNE 2, 2017, THE EXPIRATION DATE. OTHERWISE, YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER.

IN ADDITION, IF YOU ARE ACCEPTING THE RESCISSION OFFER WITH RESPECT TO SHARES YOU CURRENTLY OWN OUTSIDE OF THE ESPP, AST MUST RECEIVE DELIVERY OF THOSE SHARES ON OR BEFORE 4:00 P.M., EASTERN TIME, JUNE 2, 2017, THE EXPIRATION DATE, OR YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER WITH RESPECT TO THOSE SHARES.

IF YOU HAVE ALREADY SOLD SHARES SUBJECT TO THE RESCISSION OFFER AT A LOSS AND FROM OUTSIDE THE ESPP, YOU MUST ENCLOSE WITH THE RESCISSION OFFER ELECTION FORM PROOF REASONABLY SATISFACTORY TO US EVIDENCING THE BONA FIDE SALE OF THOSE SHARES TO A THIRD PARTY, INCLUDING THE SALE PRICE FOR THOSE SHARES AND PROOF OF ORIGINAL ACQUISITION, OR YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER WITH RESPECT TO THOSE SHARES.

WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER ELECTION FORM HAS BEEN PROPERLY COMPLETED AND TIMELY RECEIVED, WHETHER YOUR SHARES HAVE BEEN PROPERLY DELIVERED TO AST, WHETHER ANY REQUIRED PROOF IS REASONABLY SATISFACTORY AND WHETHER YOU ARE ELIGIBLE TO ACCEPT THE RESCISSION OFFER.

All determinations with respect to the Rescission Offer Election Form and the Rescission Offer (including issues relating to the timeliness or effectiveness of any election and the sufficiency of any documentation) will be made by us, which determinations shall be final and binding. We reserve the right to waive any defects, irregularities or conditions of tender as to particular Shares. A waiver of any defect or irregularity with respect to the tender of one Share shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Shares except to the extent we may otherwise so provide.

If you have questions regarding how to accept the Rescission Offer, you may call D.F. King, our information agent for the Rescission Offer, at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

Accepting the Rescission Offer for Shares Held Through a Broker or Other Nominee, or as Certificated Shares

If you are tendering Shares held outside of the ESPP, either (i) through a broker or nominee other than AST, or (ii) as certificated shares, you will be required to bear your own costs for tendering any Shares and for acceptance, and withdrawal from acceptance, of the Rescission Offer. See below for more information.

Certain Shares sold pursuant to the ESPP during the Purchase Period may have been registered in the name of The Depository Trust Company or its nominee, which we refer to in this prospectus supplement as “DTC.” DTC facilitates the clearance and settlement of transactions through electronic book-entry changes in accounts of DTC participants. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. DTC’s Deposit and Withdrawal at Custodian service (“DWAC”) provides participants with the ability to make electronic book-entry deposits and withdrawals of eligible securities into and out of their DTC book-entry accounts.

If you acquired, and still hold, any Shares subject to the Rescission Offer through a broker or nominee other than AST and you wish to accept the Rescission Offer with respect to those Shares, you should (i) properly complete and return the Rescission Offer Election Form together with any other required documents to AST, our

transfer agent for this Rescission Offer, and (ii) contact your broker or other nominee promptly and instruct it to initiate a DWAC to deliver your Shares to AST. Your properly completed Rescission Offer Election Form (together with any other required documents, including any Share certificates) must be received by AST on or before 4:00 P.M., Eastern Time, June 2, 2017, the Expiration Date. Otherwise you will be deemed to have rejected the Rescission Offer. Please send the enclosed Broker Instruction Supplement included in the Rescission Offer Election Form to your broker or nominee to help facilitate the transfer of your Shares. Because it may take your broker or other nominee up to several weeks to deliver your Shares to AST, you should contact your broker or other nominee as soon as practicable. Please make sure your broker or other nominee includes in the DWAC comment fields the Unique Offer Identification Number located on the front of your Rescission Offer Election Form, as Shares will not be accepted and you will be deemed to have rejected the Rescission Offer without the Unique Offer Identification Number. For any Shares that you hold through AST as the ESPP administrator, you will not have to pay brokerage or transfer fees, but for any Shares you hold through a broker or nominee other than AST and which your broker transfers to AST on your behalf, your broker may charge you a fee for doing so. You should consult your broker to determine whether any charges will apply. (As indicated above, you will be required to bear your own costs for tendering any Shares in the Rescission Offer.)

If you acquired, and still hold, any Shares subject to the Rescission Offer that were transferred out of the ESPP to you in the form of certificated Shares, and you wish to accept the Rescission Offer with respect to those Shares, you should (i) properly complete the Rescission Offer Election Form and (ii) deliver such certificated Shares, along with the Rescission Offer Election Form, to AST, our transfer agent for this Rescission Offer. Your properly completed Rescission Offer Election Form (together with any other required documents, including any Share certificates) must be received by AST on or before 4:00 P.M., Eastern Time, June 2, 2017, the Expiration Date. Otherwise you will be deemed to have rejected the Rescission Offer. Your Share certificate(s) must be accompanied by your properly completed Rescission Offer Election Form or you will be deemed to have rejected the Rescission Offer. You should make arrangements sufficiently in advance to ensure your Shares are delivered to AST at the above address by the Expiration Date. Your Share certificates and Rescission Offer Election Form should be sent by certified or registered mail and, for your protection, they should be insured for at least 2% of the value. The mailing address of AST is:

If you have already sold Shares subject to the Rescission Offer at a loss, you must enclose with the Rescission Offer Election Form proof reasonably satisfactory to us evidencing the bona fide sale of those Shares to a third party, including the sale price for those Shares. Satisfactory proof of the sale price of those Shares may take the form of a receipt from the broker, dealer or other person conducting the sale. The sale price may have been paid in either cash or property. If the sale price was paid in property, the price will be deemed to be the fair market value of such property at the time of sale. If the proof of the sale price is not reasonably satisfactory to us, you will be deemed to have rejected the Rescission Offer. In addition, we may require evidence that any sale of those Shares was a bona fide transfer to a third party.

If you have sold Shares subject to the Rescission Offer at a loss through a broker or nominee that is not AST as the administrator of the ESPP, in addition to mailing a properly completed Rescission Offer Election Form, you will need to deliver to AST, in accordance with the instructions set forth in the Rescission Offer Election Form, proof reasonably satisfactory to Fifth Third evidencing the sale price and amount of such Shares. Satisfactory proof may take the form of a receipt or transaction or confirmation statement from the broker, dealer, or other person conducting the sale, and may include confirmation of Shares sold on official broker letterhead that details the sale price, Form 1099B statements showing the sales proceeds or transactional

statements on your broker’s letterhead. The sale price may have been paid in either cash or property. If the sale price was paid in property, the price will be deemed to be the fair market value of such property at the time of sale. In addition you will also need to provide proof reasonably satisfactory to Fifth Third of your original acquisition, during the Purchase Period, of the sold Shares. Satisfactory proof may take the form of a receipt or transaction or confirmation statement from the broker, dealer, or other person receiving the Shares from AST and holding or administering the Shares on your behalf. If the proof of a bona fide sale (including proof linking Shares sold through a separate broker to your original acquisition of such Shares through AST during the Purchase Period) is not reasonably satisfactory to Fifth Third, in its sole discretion, you will be deemed to have rejected the Rescission Offer.

You do not need to take any action to initially reject the Rescission Offer. If you change your decision and want to reject the Rescission Offer after having submitted the Rescission Offer Election Form, however, you must properly complete, sign and date the Rescission Offer Withdrawal Form which accompanies this prospectus supplement (and a template of which is also included as Appendix B) and deliver it so that it is received by AST, our transfer agent for the Rescission Offer, on or before 4:00 P.M., Eastern Time, June 2, 2017, the Expiration Date.

You may return your completed Rescission Offer Withdrawal Form by ordinary, certified or registered mail or via overnight delivery or courier. You may send your materials to:

The method for returning the Rescission Offer Withdrawal Form is at your option and risk, and delivery will be deemed made only when actually received by AST at the address indicated above. We recommend using registered mail with return receipt requested.

IF YOU HAVE PREVIOUSLY ACCEPTED THE RESCISSION OFFER AND YOU CHANGE YOUR ELECTION, AST MUST RECEIVE YOUR LEGIBLE AND PROPERLY COMPLETED RESCISSION OFFER WITHDRAWAL FORM ON OR BEFORE 4:00 P.M., EASTERN TIME, JUNE 2, 2017, THE EXPIRATION DATE. OTHERWISE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE RESCISSION OFFER PURSUANT TO YOUR ELECTION ON THE LAST EFFECTIVE RESCISSION OFFER ELECTION FORM YOU SUBMITTED. WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER WITHDRAWAL FORM HAS BEEN PROPERLY COMPLETED AND TIMELY RECEIVED AND WHETHER YOU ARE ELIGIBLE TO WITHDRAW YOUR ACCEPTANCE OF THE RESCISSION OFFER.

IF YOU WISH TO CHANGE PART OF YOUR ELECTION AND YOU HAVE PREVIOUSLY COMPLETED AND RETURNED A RESCISSION OFFER ELECTION FORM INDICATING THAT YOU ELECT TO ACCEPT THE RESCISSION OFFER, YOU MUST PROPERLY COMPLETE, SIGN AND RETURN THE RESCISSION OFFER WITHDRAWAL FORM AS WELL AS A NEW RESCISSION OFFER ELECTION FORM.

IF YOU FAIL TO PROPERLY COMPLETE ALL DELIVERIES AND OTHER ACTIONS REQUIRED FOR VALIDLY ACCEPTING THE RESCISSION OFFER PRIOR TO 4:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE, YOU WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER.

All determinations with respect to the Rescission Offer Withdrawal Form and the Rescission Offer (including issues relating to the timeliness or effectiveness of any election and the sufficiency of any documentation) will be made by us, which determinations shall be final and binding. We reserve the right to waive any defects, irregularities or conditions of withdrawal as to particular Shares. A waiver of any defect or irregularity with respect to the withdrawal of one Share shall not constitute a waiver of the same or any other defect or irregularity with respect to the withdrawal of any other Shares except to the extent we may otherwise so provide.

If we receive a Rescission Offer Withdrawal Form before the Expiration Date and you have previously delivered Shares to AST, AST will return the Shares to you as soon as practicable without any expense to you. AST will contact you after the Expiration Date with more information on how your Shares will be returned to you.

If you have questions regarding how to reject the Rescission Offer, you may call D.F. King, our information agent for the Rescission Offer, at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

ACCEPTANCE OR REJECTION OF THE RESCISSION OFFER MAY NOT TERMINATE YOUR RIGHT TO BRING A CIVIL ACTION AGAINST US FOR FAILURE TO REGISTER THE SHARES ACQUIRED PURSUANT TO THE ESPP UNDER FEDERAL SECURITIES LAWS. HOWEVER, FEDERAL LAW DOES PROVIDE THAT YOU MAY LOSE ANY RESCISSION RIGHTS UNDER FEDERAL SECURITIES LAWS ONE YEAR FROM THE DATE OF ACQUISITION OF SUCH SHARES AND THREE YEARS FROM THE DATE SUCH SHARES WERE BONA FIDE OFFERED TO THE PUBLIC.

We have sufficient funds available to pay for the purchase of any Shares that may be tendered to us as a result of the Rescission Offer as well as any of the concurrent rescission offers.

If you have questions about the Rescission Offer, you may call D.F. King, our information agent for the Rescission Offer, at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

We intend to account for the Rescission Offer by recording the fair market value of the Shares purchased by us as a charge to treasury stock based on the quoted market price of our common stock at the close of business on the Expiration Date. Any amounts paid by us pursuant to the Rescission Offer in excess of the fair market value of such Shares purchased will be recorded as compensation expense in our consolidated statement of income.

During the third quarter of 2016, we determined that a number of shares of our common stock offered under our 401(k) Plan may have been inadvertently omitted from inclusion on a Form S-8 registration statement, a number of shares may have been granted under Fifth Third’s incentive compensation plans without appropriate prospectus delivery, and deferred compensation obligations owed in respect of the Fifth Third Bancorp Nonqualified Deferred Compensation Plan may have been required to be registered. As a result, we are making concurrent voluntary rescission offers to eligible plan participants in order to remediate the registration and prospectus delivery defects. We are making rescission offers, including this Rescission Offer, with respect to the repurchase of a maximum of 3,527,522 shares of our common stock from the eligible participants and with respect to the credit related to the deferrals of $11,713,811 of deferred compensation obligations to the accounts of eligible participants. The concurrent rescission offers will be funded from our existing cash balance. Even if all persons eligible to participate in the concurrent rescission offers accept our offer to the full extent, based on the current market price of our common stock as well as the current value of our deferred compensation obligations, we do not expect that the exercise of any applicable rescission rights would have a material impact on our results of operations, financial condition, or liquidity.

This Rescission Offer is not contingent upon the completion of any of the other rescission offers, and your ability to participate in this Rescission Offer is not contingent on whether you are eligible to participate in one or more of the other rescission offers. Any acceptance or rejection of any other rescission offer will not constitute acceptance or rejection of this Rescission Offer. Instead, you will need to make a separate election with respect to each rescission offer, including this Rescission Offer, that you receive.

The following is a summary and does not describe every aspect of our capital stock. In particular, we urge you to read our Articles of Incorporation and our Code of Regulations, as amended (the “Code of Regulations”). See “Where You Can Find More Information” for information on how to obtain a copy of our Articles of Incorporation and Code of Regulations.

Unless we have indicated otherwise, or the context otherwise requires, references in this section to “Fifth Third,” “we,” “us,” and “our” or similar terms are to Fifth Third Bancorp, excluding its subsidiaries.

Fifth Third is authorized to issue a total of 2,000,500,000 shares of all classes of stock. Of the total number of authorized shares of stock, 2,000,000,000 shares are shares of common stock, no par value, and 500,000 shares are shares of preferred stock, no par value. By the authority granted under the General Corporation Law of the State of Ohio, Fifth Third’s board of directors has the power to fix the number of shares in each series, and to determine the designations and preferences, limitations and relative rights of each series, including dividend rates, terms of redemption, liquidation preferences, sinking fund requirements, and conversion rights, all without any vote or other action on the part of shareholders. This power is limited by applicable laws or regulations and may be delegated to a committee of our board of directors. Reference to this power by our board of directors includes any authorized committee thereof.

We may issue shares of common stock in such amounts and proportion and for such consideration as may be fixed by our board of directors or a properly designated committee thereof. As of the date of this prospectus supplement, we are authorized to issue up to 2,000,000,000 shares of common stock. As of December 31, 2016, we had issued 750,479,299 shares of our common stock (excluding 173,413,282 shares of common stock held in treasury). Shares of our common stock are traded on the NASDAQ Global Select Market under the symbol “FITB.” The transfer agent and registrar for shares of our common stock is American Stock Transfer & Trust Company, LLC.

Holders of shares of our common stock are not entitled to preemptive or preferential rights. Shares of our common stock have no redemption or sinking fund provisions applicable thereto. Shares of our common stock do not have any conversion rights. The rights of holders of shares of our common stock will be subject to, and may be adversely affected by, the rights of holders of our currently outstanding Series H Preferred Stock, Series I Preferred Stock, and the Series J Preferred Stock and any shares of preferred stock that we may issue in the future.

We may issue authorized but unissued shares of common stock in connection with several employee benefit and stock option and incentive plans maintained by us or our subsidiaries.

Our outstanding shares of common stock are fully paid and non-assessable and shares of our common stock that we issue in the future, when fully paid for, will be non-assessable.

When, as and if dividends are declared by our board of directors out of funds legally available for their payment, the holders of shares of our common stock are entitled to share equally, share for share, in such dividends. The payment of dividends on shares of our common stock is subject to the prior payment of dividends on shares of our preferred stock.

In the event of our voluntary or involuntary liquidation, dissolution, and winding up, the holders of shares of our common stock are entitled to receive, on a share for share basis, any of our assets or funds available for distribution after we have paid in full all of our debts and distributions and the full liquidation preferences of all series of shares of our outstanding preferred stock.

Subject to the rights, if any, of the holders of shares of any series of preferred stock, holders of shares of our common stock have exclusive voting rights and are entitled to one vote for each share of common stock on all matters voted upon by the shareholders. Upon demand, holders of shares of our common stock have the right to cumulate their voting power in the election of directors under certain conditions.

Articles of Incorporation and Code of Regulations. Our Articles of Incorporation and Code of Regulations contain various provisions which could discourage or delay attempts to gain control of us, including, among others, provisions that:

In addition, the ability of the board of directors to issue authorized but unissued common shares or preferred stock could have an anti-takeover effect.

In order to amend our Articles of Incorporation, the affirmative vote of the holders of shares of our common stock entitling them to exercise two-thirds of the voting power of such shares is required. In order to amend our Code of Regulations, the affirmative vote of the holders of shares of our common stock entitling them to exercise a majority of the voting power of such shares is required at a meeting of shareholders, or by written consent of the holders of shares of our common stock entitling them to exercise two-thirds of the voting power of such shares without a meeting. Our Code of Regulations may also be altered and amended, from time to time, by our board of directors to the extent permitted by the Ohio General Corporation Law.

Federal Bank Regulatory Limitations. The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless:

or unless the acquisition otherwise required Federal Reserve Board approval. An acquisition may be made before expiration of the disapproval period if the Federal Reserve Board issues written notice that it intends not to disapprove the action. The acquisition of more than 10% of a class of voting stock of a bank holding company with publicly held securities, such as Fifth Third, generally would constitute the acquisition of control.

In addition, any “company” would be required to obtain Federal Reserve Board approval before acquiring 25% or more of our outstanding common shares. If the acquiror is a bank holding company, this approval is required before acquiring 5% of the outstanding common shares. A company’s obtaining “control” of Fifth Third would also require Federal Reserve Board prior approval. “Control” generally means:

Ohio Law. Ohio law contains provisions that also could make more difficult a change of control of us or discourage a tender offer or other plan to restructure us. The following discussion of some of these provisions is qualified in its entirety by reference to those particular statutory and regulatory provisions.

Control Share Acquisition Act. The Ohio Control Acquisition Act provides that any “control share acquisition” of an Ohio issuing public corporation may be made only with the prior authorization of the shareholders of the corporation in accordance with the provisions of the Control Share Acquisition Act, unless the corporation’s articles of incorporation or code of regulations provide that the Control Share Acquisition Act does not apply to control share acquisition of its shares. Our Articles of Incorporation and Code of Regulations do not so provide, and accordingly we are subject to the Control Share Acquisition Act. Subject to certain exceptions, a “control share acquisition” means the acquisition, directly or indirectly, by any person of shares of the corporation that, when added to all other shares in respect to which the person exercises voting power, would entitle that person, directly or indirectly to exercise voting power in the election of directors within the following ranges:

The Control Share Acquisition Act also requires that the acquiring person deliver an acquiring person statement to the corporation. The corporation must call a special meeting of its stockholders to vote upon the proposed acquisition within 50 days after receipt of the acquiring person statement, unless the acquiring person agrees to a later date.

The Control Share Acquisition Act further specifies that the stockholders must approve the proposed control share acquisition by certain percentages at a special meeting of stockholders at which a quorum is present. In order to comply with the Control Share Acquisition Act, the acquiring person may only acquire shares upon the affirmative vote of:

“Interested shares” are shares the voting power of which in the election of directors is controlled by:

“Interested shares” also includes common shares that are acquired by any person during the period beginning on the date of the first public disclosure of a proposed control share acquisition or any proposed merger, consolidation or other transaction that would result in a change of control of the corporation or all or substantially all of its assets and ending on the record date for the special meeting if either:

In order to comply with the Control Share Acquisition Act, the proposed control share acquisition must be completed no later than 360 days following stockholder authorization.

Merger Moratorium Statute. Ohio corporation law prohibits an issuing public corporation, such as Fifth Third, from engaging in certain transactions with an interested stockholder for a period of three years following the date on which the person became an interested stockholder unless, prior to such date, the directors of the corporation approve either the transaction or the acquisition of shares pursuant to which such person became an interested stockholder. An interested stockholder is any person who is the beneficial owner of a sufficient number of shares to allow such person, directly or indirectly, alone or with others, including affiliates and associates, to exercise or direct the exercise of 10% of the voting power of the corporation in the election of directors.

After the initial three-year moratorium has expired, the corporation may engage in a covered transaction if:

Tender Offer Procedures. Ohio corporation law also provides that an offeror may not make a tender offer that would result in the offeror beneficially owning more than 10% of any class of the corporation’s equity securities without first filing certain information with the Ohio Division of Securities and providing such information to the corporation and stockholders within Ohio. The Ohio Division of Securities may suspend the continuation of the tender offer if it determines that the offeror’s filed information does not provide full disclosure to the offerees of all material information concerning the tender offer. The statute also provides that an offeror may not acquire any equity security of the corporation within two years of the offeror’s previous acquisition of any equity security of the corporation pursuant to a tender offer unless the Ohio stockholders may sell such security to the offeror on substantially the same terms as the previous tender offer. The statute does not apply to a transaction if either the offeror or the target corporation is a savings and loan or bank holding company and the proposed transaction requires federal regulatory approval. Consequently, this Ohio statute will only apply if the proposed transaction does not trigger prior approval requirements discussed above under “Federal Bank Regulatory Limitations.”

Dissenter’s Rights. Under Ohio law, stockholders have the right to dissent from certain corporate actions and receive the fair cash value for their shares if they follow certain procedures. Stockholders entitled to relief as dissenting stockholders under Ohio law include stockholders:

The existence of the above provisions could potentially result in Fifth Third being less attractive to a potential acquiror, or result in our stockholders receiving less for their common stock than otherwise might be available if there is a takeover attempt.

Ohio law has eliminated dissenter’s rights in connection with the above corporate actions if the shares of the corporation for which a stockholder would make a demand are listed on a national securities exchange and no proceedings are underway to delist the shares. Therefore, none of our stockholders who own shares of our stock listed on a national securities exchange could exercise dissenter’s rights with respect to such shares unless, and until, such shares would be delisted. Currently, our common stock are the only shares of our capital stock that are listed on a national securities exchange.

Shares of preferred stock may be issued from time to time in one or more series. Fifth Third’s board of directors is authorized, within the limitations and restrictions stated in the fourth article of Fifth Third’s Articles of Incorporation, to fix by resolution: the division of such shares of preferred stock into series and the designation and authorized number of shares of each series; the dividend rate; whether dividend rights shall be cumulative or non-cumulative; the dates of payment of dividends and the dates from which they are cumulative; liquidation price; redemption rights and price; sinking fund requirements; conversion rights; restrictions on the issuance of such shares or any series thereof; and such other subjects or matters as may be fixed by resolution or exchange, and such other subjects or matters as may be fixed by resolution of Fifth Third’s board of directors under the General Corporation Law of the State of Ohio.

As of December 31, 2016, 54,000 shares of preferred stock were outstanding as described below, and 446,000 shares of undesignated no par value preferred stock were authorized and unissued.

In May 2013, we issued 600,000 depositary shares, each representing a 1/25th ownership interest in a share of Series H Preferred Stock. The Series H Preferred Stock: (i) is nonvoting, other than class voting rights on matters that could adversely affect the shares; (ii) pays a non-cumulative fixed-to-floating rate dividend; and (iii) is not redeemable, except, subject to receiving all required regulatory approvals, at our option (1) in whole or in part, at any time, or from time to time, on or after June 30, 2023, and (2) in whole, but not in part, at any time prior to June 30, 2023, following the occurrence of a “regulatory capital event,” as defined with respect to the Series H Preferred Stock in our Articles of Incorporation.

Through, but excluding June 30, 2023, dividends on the Series H Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 5.10%. Commencing on June 30, 2023 and continuing for so long as any shares of Series H Preferred Stock remain outstanding, dividends on the Series H Preferred Stock will accrue, on a non-cumulative basis, at an annual rate equal to three-month LIBOR, reset quarterly, plus 3.033%. The Series H Preferred Stock ranks senior to shares of our common stock in the event of liquidation or dissolution of Fifth Third.

As of December 31, 2016, 600,000 depositary shares, representing 24,000 shares of the Series H Preferred Stock, were issued and outstanding.

In December 2013, we issued 18,000,000 depositary shares, each representing a 1/1000th ownership interest in a share of Series I Preferred Stock. The Series I Preferred Stock: (i) is nonvoting, other than class voting rights on matters that could adversely affect the shares; (ii) pays a non-cumulative fixed-to-floating rate dividend; and (iii) is not redeemable, except, subject to receiving all required regulatory approvals, at our option

(1) in whole or in part, at any time, or from time to time, on or after December 31, 2023, and (2) in whole, but not in part, at any time prior to December 31, 2023, following the occurrence of a “regulatory capital event,” as defined with respect to the Series I Preferred Stock in our Articles of Incorporation.

Through, but excluding December 31, 2023, dividends on the Series I Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 6.625%. Commencing on December 31, 2023 and continuing for so long as any shares of Series I Preferred Stock remain outstanding, dividends on the Series I Preferred Stock will accrue, on a non-cumulative basis, at an annual rate equal to three-month LIBOR, reset quarterly, plus 3.71%. The Series I Preferred Stock ranks senior to shares of our common stock in the event of liquidation or dissolution of Fifth Third.

As of December 31, 2016, 18,000,000 depositary shares, representing 18,000 shares of the Series I Preferred Stock, were issued and outstanding. The depositary shares representing the Series I Preferred Stock are traded on the NASDAQ Global Select Market under the symbol “FITBI.”

In June 2014, we issued 600,000 depositary shares, each representing a 1/25th ownership interest in a share of Series J Preferred Stock. The Series J Preferred Stock: (i) is nonvoting, other than class voting rights on matters that could adversely affect the shares; (ii) pays a non-cumulative fixed-to-floating rate dividend; and (iii) is not redeemable, except, subject to receiving all required regulatory approvals, at our option (1) in whole or in part, at any time, or from time to time, on or after September 30, 2019, and (2) in whole, but not in part, at any time prior to September 30, 2019, following the occurrence of a “regulatory capital event,” as defined with respect to the Series J Preferred Stock in our Articles of Incorporation.

Through, but excluding September 30, 2019, dividends on the Series J Preferred Stock will accrue, on a non-cumulative basis, at an annual rate of 4.90%. Commencing on September 30, 2019 and continuing for so long as any shares of Series J Preferred Stock remain outstanding, dividends on the Series J Preferred Stock will accrue, on a non-cumulative basis, at an annual rate equal to three-month LIBOR, reset quarterly, plus 3.129%. The Series J Preferred Stock ranks senior to shares of our common stock in the event of liquidation or dissolution of Fifth Third.

As of December 31, 2016, 300,000,000 depositary shares, representing 12,000 shares of the Series J Preferred Stock, were issued and outstanding.

The following discussion summarizes the material U.S. federal income tax considerations relating to the Rescission Offer. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to change or differing interpretation, possibly with retroactive effect, which may result in U.S. federal income tax consequences different from those described below. We have not sought, nor will we seek, any ruling from the Internal Revenue Service (the “IRS”), or any other tax authority, with respect to the statements made and the conclusions reached in this discussion. There can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This summary addresses only Shares that are held as capital assets within the meaning of Section 1221 of the Code and is not exhaustive of all possible tax consequences. This summary does not address any state, local or foreign tax consequences and does not discuss all of the aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances. This summary applies to you only if you are an individual citizen or resident of the United States (a “Holder”). Residents of or persons subject to taxation in other countries are urged to seek advice from tax counsel in those countries, since the tax laws of those countries may differ substantially from those of the United States.

The purchase of Shares by the Company in the Rescission Offer will be a taxable transaction for U.S. federal income tax purposes. As a consequence of the purchase, a Holder will, depending on the Holder’s particular circumstances, be treated either as having sold the Holder’s Shares or as having received a distribution in respect of Shares from the Company.

Under Section 302 of the Code, a Holder whose Shares are purchased by the Company in the Rescission Offer will be treated as having sold the Holder’s Shares, and thus will recognize capital gain or loss, if the purchase satisfies one of the following three tests:

Not Essentially Equivalent to a Dividend Test. The purchase of a Holder’s Shares by the Company in the Rescission Offer will be treated as “not essentially equivalent to a dividend” if the reduction in the Holder’s proportionate interest in the Company as a result of the purchase constitutes a “meaningful reduction” given the Holder’s particular circumstances. Whether the receipt of cash by a Holder who sells Shares in the Rescission Offer will be “not essentially equivalent to a dividend” is independent of whether or not we have current or accumulated earnings and profits and will depend upon the Holder’s particular facts and circumstances. The IRS has indicated in a published revenue ruling that even a small reduction in the percentage interest of a stockholder whose relative stock interest in a publicly held corporation is minimal and who exercises no control over corporate affairs should constitute a “meaningful reduction.” We expect that we will treat our purchase of Shares from a Holder as not essentially equivalent to a dividend for Holders whose relative stock interest in the Company is minimal. Holders should note, however, that because other Holders may sell a greater percentage of their Shares pursuant to the Rescission Offer than a particular Holder, the interest in the Company of a Holder may increase immediately following the Rescission Offer even if both that Holder sells Shares for cash pursuant to the Rescission Offer and neither that Holder nor any person whose ownership of Shares of the Company is attributed to such Holder pursuant to the constructive ownership rules described above acquires any other shares of stock of the Company. Holders should consult their tax advisors as to the application of this test in their particular circumstances.

Complete Termination Test. The purchase of a Holder’s Shares by the Company in the Rescission Offer will result in a “complete termination” of the Holder’s equity interest in the Company

if all of the shares of Company stock that are actually owned by the Holder are sold in the Rescission Offer (or as part of the Holder’s plan to terminate the Holder’s equity interest in the Company) and all of the shares of Company stock that are constructively owned by the Holder, if any, are sold in the Rescission Offer or, with respect to shares of Company stock owned by certain related individuals, the Holder effectively waives, in accordance with Section 302(c) of the Code and the Treasury regulations promulgated thereunder, attribution of shares of Company stock that otherwise would be considered as constructively owned by the Holder. Holders wishing to satisfy the “complete termination” test through waiver of the constructive ownership rules should consult their tax advisors.

Substantially Disproportionate Test. The purchase of a Holder’s Shares by the Company in the Rescission Offer will result in a “substantially disproportionate” redemption with respect to the Holder if, among other things, the percentage of the then outstanding Shares actually and constructively owned by the Holder immediately after the purchase is less than 80% of the percentage of the Shares actually and constructively owned by the Holder immediately before the purchase (treating as outstanding all Shares purchased in the Rescission Offer).

Constructive Ownership of Shares. In applying each of the Section 302 tests, Holders must take into account not only Shares that Holders actually own but also shares of Company stock Holders are treated as owning under the constructive ownership rules of Section 318 of the Code. Under the constructive ownership rules, a Holder is treated as owning any shares of Company stock that are owned (actually and in some cases constructively) by certain related individuals and entities as well as shares of Company stock that the Holder has the right to acquire by exercise of an option or by conversion or exchange of a security.

The application of Section 302 of the Code and the constructive ownership rules of Section 318 of the Code is complex. Holders intending to rely on any of the tests described above should consult their tax advisors to determine the application of these rules in their particular circumstances.

Holders That Satisfy a Section 302 Test. As discussed above, we expect that we will treat our purchase of Shares from a Holder whose relative stock interest in the Company is minimal as not essentially equivalent to a dividend, and therefore such a Holder should satisfy a Section 302 test. If a Holder satisfies any Section 302 test, the Holder will be treated as if he or she sold his or her Shares to the Company and will recognize capital gain or loss equal to the difference between the amount of cash received in the Rescission Offer and the Holder’s adjusted tax basis in the Shares surrendered in exchange therefor. A Holder’s adjusted tax basis is likely to be equal to the amount the Holder paid for the Shares plus the amount (if any) of ordinary income recognized by the Holder as a result of the Holder’s purchase of the Shares (and in the case of Matching Shares, this amount is equal to the actual purchase price for the Matching Shares on the date purchased). Any gain or loss will be long-term capital gain or loss if the Holder’s holding period for the Shares that were sold exceeds one year as of the date of purchase by the Company in the Rescission Offer, and otherwise will be short term capital gain or loss. Any such gain or loss will generally be U.S. source gain or loss (for U.S. foreign tax credit purposes). Gain or loss must be determined separately for each block of Shares (generally, Shares acquired at the same cost in a single transaction) that is purchased by the Company from a Holder in the Rescission Offer. In general, capital losses may not be offset against a Holder’s ordinary compensation income, except to the extent of $3,000 per year, but unused capital losses may be carried forward indefinitely to offset future capital gains.

Holders That Do Not Satisfy Any Section 302 Test. If a Holder does not satisfy any of the Section 302 tests, the purchase of a Holder’s Shares by the Company in the Rescission Offer will not be treated as a sale or exchange under Section 302 of the Code. Instead, the purchase of the Holder’s Shares by the Company in the Rescission Offer will be treated as a dividend to the Holder with respect to the Holder’s Shares under Section 301 of the Code, to the extent of the Holder’s ratable share of our current and accumulated earnings and profits (within the meaning of the Code). It is likely that we will have sufficient earnings and profits for the full amount of any payment for the Shares to be treated as a dividend. Such a dividend would be includible in the Holder’s gross income without reduction for the tax basis of the Shares sold, and no current loss would be recognized. To

the extent the amount received by a Holder with respect to the purchase of the Holder’s Shares by the Company in the Rescission Offer exceeds the Holder’s ratable share of our current and accumulated earnings and profits, the excess first will be treated as a tax-free return of capital that will reduce the Holder’s adjusted tax basis (but not below zero) in the Holder’s Shares and any remainder will be treated as capital gain from the sale of the Shares (which may be long-term capital gain as described above). To the extent that a purchase of a Holder’s Shares by the Company in the Rescission Offer is treated as the receipt by the Holder of a dividend, the Holder’s remaining adjusted tax basis (after adjustment as described in the previous sentence) in the purchased shares will be added to any shares retained by the Holder; however, where the remaining shares owned by the Holder consist of more than one class (e.g., common and preferred shares), it is unclear how to allocate such tax basis among the remaining shares. If a Holder owns no other shares of the Company’s stock, under certain circumstances, such basis may be transferred to a related person, or such basis may be lost entirely. Additionally, the IRS has proposed Treasury regulations that could alter the tax consequences of accepting the Rescission Offer for a Holder that does not satisfy any Section 302 test and limit the transferability of such a Holder’s remaining tax basis in the Shares that the Holder sells in the Rescission Offer.

Holders who sold their Shares at a loss before the Rescission Offer and accept the Rescission Offer, and thus receive a cash payment in compensation for their losses, will recognize taxable income in the amount of such payment. Under general principles of federal income taxation, the character of such income should depend on the type of income or loss that gives rise to the payment. Thus, income recognized by such a Holder as a result of accepting the Rescission Offer should be capital gain to the extent the income compensates such Holder for a capital loss suffered upon the earlier sale. Although the law is not completely clear, the remainder of the amount paid to such Holder in excess of such Holder’s prior capital loss should be taxed as ordinary income.

Holders are generally subject to a 3.8% tax on the lesser of (i) the Holder’s “net investment income” for the relevant taxable year and (ii) the excess of the Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A Holder’s net investment income includes capital gain or dividend income recognized on a sale of Shares pursuant to the Rescission Offer. A Holder who recognizes a capital loss upon a sale of Shares pursuant to the Rescission Offer may deduct that loss against capital gains in calculating the Holder’s net investment income, but a Holder may deduct capital losses of $3,000 per year against ordinary income included in the Holder’s net investment income. There is no authority addressing whether a Holder’s net investment income includes the capital gain and ordinary income recognized by a Holder who sold his or her Shares at a loss before the Rescission Offer and receives a cash payment in compensation for that loss pursuant to the Rescission Offer. However, we believe such a Holder’s net investment income is likely to include such capital gain and ordinary income. Holders are urged to consult their tax advisors regarding the applicability of the Medicare tax to gains and income recognized as a result of accepting the Rescission Offer.

Under the U.S. federal income tax laws, payments in connection with the Rescission Offer may be subject to “backup withholding” at a rate of 28%, unless a Holder who accepts the Rescission Offer provides a correct taxpayer identification number (which, for an individual Holder, is the Holder’s social security number) and certifies, under penalties of perjury, that he or she is not subject to backup withholding, and otherwise complies with applicable requirements of the backup withholding rules.

Any amount withheld under these rules will be creditable against the Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds such liability if the Holder provides the required information to the IRS. A Holder that does not provide a correct taxpayer identification number may be subject to penalties

imposed by the IRS. To prevent backup U.S. federal income tax withholding on cash payable in the Rescission Offer, each Holder should provide his or her correct taxpayer identification number and certify that he or she is not subject to backup U.S. federal income tax withholding by completing the Form W-9 attached to the Rescission Offer Election Form.

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Our SEC filings are available to the public over the Internet at the SEC web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

The SEC allows us to “incorporate by reference” into this prospectus supplement the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and information that we subsequently file with the SEC will automatically update and supersede information in this prospectus supplement, and in our other filings with the SEC. In other words, in case of a conflict or inconsistency between information contained in this prospectus supplement and information incorporated by reference into this prospectus supplement, you should rely on the information that was filed later.

We incorporate by reference the documents listed below, which we have already filed with the SEC, and any documents we file with the SEC in the future under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than information in such future filings deemed not to have been filed), until this offering is completed or terminated:

You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing or calling us at the following address:

The validity of the securities to be offered hereby will be passed upon for us by Graydon Head & Ritchey LLP, Cincinnati, Ohio.

The consolidated financial statements incorporated in this prospectus by reference to Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2016, and the effectiveness of Fifth Third Bancorp’s internal control over financial reporting as of December 31, 2016, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

The securities listed above may be offered and sold by us and/or may be offered and sold, from time to time, by one or more selling security holders to be identified in the future. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in the securities described in the applicable prospectus supplement. Our common stock is listed on the Nasdaq Global Select Market and trades under the ticker symbol “FITB.”

We may offer and sell these securities to or through one or more underwriters, dealers and agents or directly to purchasers on a continued or delayed basis.

This prospectus may not be used to sell securities unless accompanied by the applicable prospectus supplement.

Our principal executive offices are located at 38 Fountain Square Plaza, Cincinnati, Ohio 45263, and our telephone number at that address is 800-972-3030.

These securities will be our equity securities or unsecured obligations, will not be savings accounts, deposits or other obligations of any bank or savings association, and will not be insured by the Federal Deposit Insurance Corporation, the bank insurance fund or any other governmental agency or instrumentality.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Unless the context requires otherwise, references to “we,” “us,” “our” or similar terms are to Fifth Third Bancorp and its subsidiaries.

This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under this shelf registration statement, we may sell, either separately or together, subordinated debt securities, senior debt securities, warrants, stock purchase contracts, units, preferred stock, depositary shares representing interests in preferred stock, and common stock in one or more offerings.

Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement together with the additional information described under the heading “Where You Can Find More Information.”

The registration statement that contains this prospectus, including the exhibits to the registration statement, contains additional information about us and the securities offered under this prospectus. That registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading “Where You Can Find More Information.”

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

The SEC allows us to “incorporate by reference” into this prospectus and the applicable prospectus supplement the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus and the applicable prospectus supplement and information that we subsequently file with the SEC will automatically update and supersede information in this prospectus, the applicable prospectus supplement, and in our other filings with the SEC. In other words, in case of a conflict or inconsistency between information contained in this prospectus and the applicable prospectus supplement and information incorporated by reference into this prospectus and the applicable prospectus supplement, you should rely on the information that was filed later.

We incorporate by reference the documents listed below, which we have already filed with the SEC, and any documents we file with the SEC in the future under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than information in such future filings deemed not to have been filed), until we sell all the securities offered by this prospectus:

You should rely only on the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement. We have not authorized anyone else to provide you with additional or different information. We may only use this prospectus to sell securities if it is accompanied by a prospectus supplement. We are only offering these securities in jurisdictions where the offer is permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement or any document incorporated by reference is accurate as of any date other than the dates of the applicable documents.

We intend to use the net proceeds from the sales of the securities as set forth in the applicable prospectus supplement.

We may sell the securities described in this prospectus in public offerings to or through underwriters, to be designated at various times, or directly to other purchasers or through agents. At-the-market offerings, if any, will be conducted by underwriters acting as our principal or agent, who may also be third-party sellers of the securities. The distribution of securities may be effected at various times in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

Securities other than common stock will be new issues of securities with no established trading market. It has not presently been established whether the underwriters, if any, of these securities will make a market in these securities. If a market in these securities is made by those underwriters, this market making may be discontinued at any time without notice. These securities may or may not be listed on a national securities exchange. No assurance can be given as to the liquidity of the trading market for these securities.

In facilitating the sale of securities, underwriters may receive compensation from us or from purchasers of securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell securities to or through dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of securities may be considered underwriters, and any discounts or commissions received by them from us and any profit on the resale of securities by them may be considered underwriting discounts and commissions under the Securities Act of 1933, as amended (the “Securities Act”). Any such underwriter or agent will be identified, and any such compensation received from us will be described, in the prospectus supplement relating to those securities.

Unless otherwise indicated in the applicable prospectus supplement, the obligations of any underwriters to purchase the securities will be subject to certain conditions precedent, and each of the underwriters with respect to a sale of securities will be obligated to purchase all of its securities if any are purchased. Unless otherwise indicated in the applicable prospectus supplement, any such agent involved in the offer and sale of the securities in respect of which this prospectus is being delivered will be acting on a best efforts basis for the period of its appointment.

In connection with an offering of securities, underwriters may purchase and sell these securities in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover short positions created by underwriters with respect to the offering. Stabilizing transactions consist of certain bids or purchases for preventing or retarding a decline in the market price of the securities; and short positions created by underwriters involve the sale by underwriters of a greater number of securities than they are required to purchase from us in the offering. Underwriters also may impose a penalty bid, by which selling concessions allowed to broker-dealers in respect of the securities sold in the offering may be reclaimed by underwriters if such securities are repurchased by underwriters in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise prevail in the open market; and these activities, if commenced, may be discontinued at any time.

Under agreements which we may enter into, underwriters, agents and their controlling persons who participate in the distribution of securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act.

If so noted in the applicable prospectus supplement relating to any securities, we will authorize dealers or other persons acting as our agents to solicit offers by certain institutions to purchase any securities from us under contracts providing for payment and delivery on a future date. Institutions with which these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others. We must approve such institutions in all cases. The obligations of any purchaser under any of these contracts will be subject to the condition that the purchase of any securities will not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts.

If we offer and sell securities directly to a purchaser or purchasers in respect of which this prospectus is delivered, purchasers involved in the reoffer or resale of such securities, if these purchasers may be considered underwriters as that term is defined in the Securities Act, will be named and the terms of their reoffers or resales will be described in the applicable prospectus supplement. These purchasers may then reoffer and resell such securities to the public or otherwise at varying prices to be determined by such purchasers at the time of resale or as otherwise described in the applicable prospectus supplement. Purchasers of securities directly from us may be entitled under agreements that they may enter into with us to indemnification by us against certain liabilities, including liabilities under the Securities Act, and may engage in transactions with or perform services for us in the ordinary course of their business or otherwise.

We may use this prospectus in connection with offers and sales of the securities in remarketing transactions and other resales. In a remarketing transaction, we may resell a security acquired from other holders, after the original offering and a sale of the security. Resales may occur in the open market or may be privately negotiated, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

In connection with a remarketing transaction, one or more firms, referred to as “remarketing firms,” may also offer or sell the securities, if the prospectus supplement so indicates, in connection with a remarketing arrangement upon their purchase. Remarketing firms will act as principals for their own accounts or as agents for us. These remarketing firms will offer or sell the securities pursuant to the terms of its agreement, if any, with us and will describe the remarketing firm’s compensation. Remarketing firms may be deemed to be underwriters in connection with the securities they remarket. Remarketing firms may be entitled to indemnification by us under agreements that may be entered into with us against certain liabilities, including liabilities under the Securities Act, and may engage in transactions with or perform services for us in the ordinary course of their business or otherwise.

Underwriters or agents and their associates may be customers of (including borrowers from), engage in transactions with, and/or perform services for, us or any of the trustees, depositaries, warrant agents, transfer agents or registrars for securities sold using this prospectus in the ordinary course of business.

Fifth Third Securities, Inc. is a member of the Financial Industry Regulatory Authority (“FINRA”) and is an affiliate of ours for purposes of the FINRA Conduct Rules. In the event Fifth Third Securities, Inc. acts as an underwriter in connection with the offering of any securities under this prospectus and the related registration statement, such offering will be conducted in accordance with the applicable sections of Rule 2720 of the FINRA Conduct Rules. Pursuant to such rules, no FINRA member participating in any such offering will be permitted to execute a transaction in the securities in a discretionary account without the prior specific written approval of such member’s customer.

The maximum underwriting compensation for any offering under the registration statement to which this prospectus relates may not exceed 8% of the offering proceeds.

Unless stated otherwise in the applicable prospectus supplement, the validity of the securities will be passed upon for us by H. Samuel Lind, Senior Vice President and Assistant General Counsel of Fifth Third Bancorp, and by Graydon Head & Ritchey LLP, Cincinnati, Ohio. If the securities are being distributed in an underwritten offering, the validity of the securities will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement. Mr. Lind owns shares of our common stock and holds options and other convertible securities to acquire additional shares of our common stock.

The consolidated financial statements incorporated in this prospectus by reference from Fifth Third Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, and the effectiveness of Fifth Third Bancorp’s internal control over financial reporting as of December 31, 2015, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

THE ESPP RESCISSION OFFER WILL EXPIRE AT 4:00 P.M., EASTERN TIME, ON JUNE 2, 2017.

Return completed form to American Stock Transfer & Trust Company, LLC (“AST”), the transfer agent for the Rescission Offer:

All questions regarding the Rescission Offer should be directed to 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.

IF YOU WISH TO REJECT THE RESCISSION OFFER, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION OFFER.

IF YOU WISH TO ACCEPT THE RESCISSION OFFER, PLEASE COMPLETE, SIGN AND RETURN THIS FORM PURSUANT TO THE INSTRUCTIONS BELOW AND ENSURE ITS RECEIPT BY AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (“AST”) BY 4:00 P.M., EASTERN TIME, ON JUNE 2, 2017 (THE “EXPIRATION DATE”).

WE URGE YOU TO REVIEW FIFTH THIRD BANCORP’S (THE “COMPANY,” “FIFTH THIRD,” “WE” OR “US”) PROSPECTUS SUPPLEMENT DATED APRIL 27, 2017 (THE “PROSPECTUS SUPPLEMENT”), INCLUDING THE ACCOMPANYING PROSPECTUS, CAREFULLY BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE RESCISSION OFFER.

If you accept this rescission offer, then you, the undersigned, hereby acknowledge receipt of our Rescission Offer Prospectus Supplement, pursuant to which we offer to rescind (the “Rescission Offer”) the acquisition of shares of our common stock (the “Shares”) you acquired pursuant to the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan (including any Shares that were acquired pursuant to our contribution under such plan for your account (such Shares, the “Matching Shares”)), between November 6, 2015 and November 8, 2016 (the “Purchase Period”).

Subject to the terms and conditions of the Rescission Offer and the instructions set forth below and in the accompanying Prospectus Supplement, you hereby elect to accept the Rescission Offer to rescind the sale to you of the Shares identified below acquired during the Purchase Period and owned by you as of the Expiration Date or sold at a loss, and to receive:

Note: Any Shares that you now hold and wish to rescind must be delivered to AST per the instructions contained in the Prospectus Supplement. Failure to timely deliver Shares to AST will be deemed a rejection of the Rescission Offer even if you have returned a Rescission Offer Election Form. In addition, the number of Shares delivered to AST must match the number of Shares set forth in the table above or your attempted acceptance of the Rescission Offer will be invalid with respect to such Shares.

If you are accepting the Rescission Offer with respect to Shares you will own as of the Expiration Date, please mail the properly completed Rescission Offer Election Form to AST and ensure that the Shares are delivered to AST in accordance with the instructions set forth below and in the Prospectus Supplement.

Note: If you have sold Shares at loss to a third party prior to the date hereof in a bona fide transaction, please enclose herewith proof reasonably satisfactory to us in our sole discretion evidencing the sale price and amount of such Shares. Satisfactory proof of sale may take the form of a receipt or transaction or confirmation statement from the broker, dealer, or other person conducting the sale (on official broker letterhead, detailing the cost of sale or actual sale price) and Form 1099B statements showing the sales proceeds. If the sale price was paid in property, the price will be deemed to be the fair market value of such property at the time of sale.

If the sale at loss of any such Shares was effected through a broker or other nominee outside of the ESPP, you will also need to provide proof reasonably satisfactory to Fifth Third of your original acquisition, during the Purchase Period, of the sold Shares. Satisfactory proof may take the form of a receipt or transaction or confirmation statement from the broker, dealer, or other person receiving the Shares from AST and conducting the sale of the Shares on your behalf.

If the proof of bona fide sale or original acquisition is not reasonably satisfactory to us in our sole discretion, you will be deemed to have rejected the Rescission Offer. In addition, we may require evidence that any sale of the Shares was a bona fide transfer of those Shares.

Subject to and effective upon receipt of the undersigned’s required rescission documents and Shares in accordance with the terms of the Rescission Offer, the undersigned hereby sells, assigns and transfers to the order of the Company all right, title and interest in and to all rescinded Shares (other than Shares previously sold) as identified above, and orders the registration of all such Shares transferred to the order of the Company. The undersigned hereby represents that the undersigned is conveying all interests in all such Shares free and clear of all liens and encumbrances of any kind, and that no such interest has been previously or concurrently transferred in any manner to any other person or entity.

1. GENERAL. The Rescission Offer Election Form, as well as the accompanying Form W-9 or Form W-8BEN, should be properly filled in, dated and signed, and should be delivered to AST at the address set forth on the first page of the Rescission Offer Election Form. U.S. Persons need to complete the Form W-9. The term “U.S. person” means:

An individual is considered a U.S. resident for tax purposes if they meet either the green card test (admitted as a U.S. lawful permanent resident) or the substantial presence test for the calendar year.

To meet the substantial presence test, an individual must be physically present in the United States on at least:

You should consult with your tax advisors with respect to whether you are a U.S. resident, including whether certain special rules may apply to you in determining whether you are a U.S. resident.

Individuals or estates other than U.S. Persons need to complete and return the enclosed Form W-8BEN.

The method of delivery to us is at your option and risk, but if sent by mail, we recommend using registered mail with return receipt requested.

Exact Signatures. If this Rescission Offer Election Form is signed by the Offeree(s), the signature(s) must correspond with the name(s) as written on the label.

Joint Holders. If any of the Shares delivered hereby are owned of record by two or more joint owners, all such owners must sign this Rescission Offer Election Form.

Signatures of Fiduciaries. If this Rescission Offer Election Form is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and provide proper evidence satisfactory to the Company of such person’s authority so to act.

Any proceeds of the Rescission Offer to be paid by check will be delivered to you at the address to which the Prospectus Supplement was mailed. If this address is incorrect, please provide your correct address in Item 1, “Signatures” of this Rescission Offer Election Form.

4. BROKER DELIVERY. Shares delivered electronically through a broker or other nominee other than AST via the “DWAC” system should be sent to AST (as transfer agent for Fifth Third). Please instruct your broker to initiate a DWAC and to deliver your shares to AST. Please also complete and send the “Broker

Instruction Supplement” included in this Rescission Offer Election Form to your broker or other nominee. Because it may take your broker or other nominee up to several weeks to deliver your Shares to AST, you should contact your broker or other nominee as soon as practicable. Please make sure your broker or other nominee includes in the comments field your “Unique Offer Identification Number” located in the upper portion of the address box on the front cover of your Rescission Offer Election Form or your Shares will not be accepted. You will be deemed to have rejected the Rescission Offer if your identification number is not included in the comments field. If you hold your Shares through the plan administrator, you will not have to pay brokerage or transfer (DWAC) fees. If you hold your Shares through a broker (outside of the plan administrator) and your broker transfers (DWAC) your Shares to AST on your behalf, your broker may charge you a fee for doing so. You should consult your broker to determine whether any charges will apply. If you are delivering your Shares electronically through a broker or other nominee you must provide the information requested in Item 2, “Broker or Nominee Information” of this Rescission Offer Election Form.

5. CERTIFICATED SHARES. If, as of the Expiration Date, you own Shares subject to the Rescission Offer and you hold certificates for those Shares, you must mail the certificates for the Shares to be repurchased by us to AST, properly endorsed for transfer, with this Rescission Offer Election Form. If you fail to include your Share certificates with a properly completed Rescission Offer Election Form, you will be deemed to have rejected the Rescission Offer. Your Share certificates, along with a properly completed Rescission Offer Election Form, should be sent to AST via certified or registered mail and, for your protection, they should be insured for at least 2% of the value. The mailing address of AST is:

6. PROOF OF SALE. Persons that have already sold Shares subject to the Rescission Offer must enclose with the Rescission Offer Election Form proof reasonably satisfactory to us evidencing the bona fide sale of those Shares to a third party, including the purchase price for those Shares. Satisfactory proof of the purchase price of those Shares may take the form of a canceled check or a receipt from the broker, dealer or other person conducting such sale. The purchase price may have been paid in either cash or property. If the purchase price was paid in property, the price will be deemed to be the fair market value of such property at the time of the sale. If the proof of the purchase price is not reasonably satisfactory to the Company, the Company may require additional proof. In addition, we may require evidence that any sale of those Shares was a bona fide transfer to a third party.

7. TIME IN WHICH TO ELECT. To be effective, a Rescission Offer Election Form must be received by AST no later than 4:00 P.M., Eastern Time, on June 2, 2017 (the “Expiration Date”). In addition, you must deliver your currently owned Shares for which you wish to accept the Rescission Offer to AST no later than that time on the Expiration Date or you will be deemed to have rejected the Rescission Offer with respect to such Shares. In addition, the number of Shares delivered to AST must match the number of Shares identified on your Rescission Offer Election Form or the Rescission Offer will be deemed rejected.

8. QUESTIONS. All determinations with respect to the Rescission Offer Election Form and the Rescission Offer (including issues relating to the timeliness, effectiveness of any election, and sufficiency of any documentation) will be made by us, which determinations shall be final and binding. We reserve the right to waive any defects, irregularities or conditions of tender as to particular Shares. A waiver of any defect or irregularity with respect to the tender of one Share shall not constitute a waiver of the same or any other defect or irregularity with respect to the tender of any other Shares except to the extent we may otherwise so provide. All questions can be directed to D.F. King, our agent for the Rescission Offer, at 1-800-735-3591, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

FOR USE ONLY BY RESCISSION OFFER PARTICIPANTS WHO HOLD SHARES OTHER THAN THROUGH AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC

Relating to the Fifth Third Bancorp 1993 Stock Purchase Plan Rescission Offer

The Rescission Offer this Broker Instruction Supplement relates to is described in the accompanying prospectus supplement dated April 27, 2017 (the “Prospectus Supplement”). Capitalized terms used but not defined herein have the meaning ascribed to them in the Prospectus Supplement.

If you hold your Shares other than through American Stock Transfer & Trust Company, LLC, as the administrator of the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan, and wish to accept the Rescission Offer, you must instruct the bank or brokerage firm through which you hold your Shares to deliver your Shares to American Stock Transfer & Trust Company, LLC (“AST”), the transfer agent for Fifth Third. Your bank or brokerage firm may require you to complete this Broker Instruction Supplement or it may require you to complete an alternative form or take additional actions to provide your instructions.

This Broker Instruction Supplement is provided to you as a courtesy. If you want to deliver Shares to AST pursuant to the Rescission Offer, you do not need to use this form and you may communicate your instructions to your broker through a different method. However, we encourage you to read and follow the instructions in this Broker Instruction Supplement carefully, whether or not you use this form.

Regardless of whether you complete this Broker Instruction Supplement or an alternative form, you must provide the bank or brokerage firm with your unique offer identification number (“Unique Offer Identification Number”) which is printed in the upper portion of your address box on the front cover of this Rescission Offer Election Form. You must instruct the bank or brokerage firm to include your Unique Offer Identification Number in the free delivery transfer instructions it provides or causes to be provided to AST.

The Rescission Offer expires at 4:00 P.M., Eastern Time, on June 2, 2017 (the “Expiration Date”). The bank or brokerage firm through which you hold your Shares must receive your instructions to deliver your Shares with sufficient time before the Expiration Date to process those instructions and ensure delivery of your Shares before the Expiration Date. Please contact the bank or brokerage firm through which you hold your Shares to confirm the deadline for receipt of this Broker Instruction Supplement or any alternative form so that your instructions may be processed in a timely manner.

Valid acceptance of the Rescission Offer requires the completion in good order of all required actions on your behalf prior to the Expiration Date, so you should allow sufficient time for the completion in good order of relevant procedures by the broker or bank through which your Shares are held prior to the Expiration Date. Any effort to accept the Rescission Offer in respect of Shares held other than through American Stock Transfer & Trust Company, LLC will not be valid unless the relevant Shares are received before the Expiration Date and your Unique Offer Identification Number is included in the related free delivery.

Relating to the Fifth Third Bancorp Amended and Restated 1993 Stock Purchase Plan Rescission Offer Pursuant to the Prospectus Supplement Dated April 27, 2017

Please arrange for the free delivery transfer of the Shares described in the table below. These Shares are to be delivered from

My “Unique Offer Identification Number” must be included in the free delivery transfer instructions.

The Rescission Offer expires at 4:00 p.m., Eastern Time, on June 2, 2017. The Shares, along with the Unique Offer Identification Number must be delivered by that date.

Print or type

See

Specific Instructions

on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

4 Exemptions (codes apply only to

certain entities, not individuals; see

instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)

(Applies to accounts maintained outside the U.S.)

☐ Individual/sole proprietor or
single-memberLLC

☐

C Corporation

☐

S Corporation

☐

Partnership

☐

Trust/estate

☐ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ^u

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the
line above for the tax classification of the single-member owner.

☐ Other (see instructions) ^u

5 Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


	For this type of account:		Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax- exempt organization	The organization
	11.	Partnership or multi-member LLC	The partnership
	12.	A broker or registered nominee	The broker or nominee
	13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
	14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i) (B))	The trust

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

*Note.

Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1- 877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Note: If you are resident in a FATCA partner jurisdiction (i.e., a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be provided to your jurisdiction of residence.

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

(a) not effectively connected with the conduct of a trade or business in the United States,

(b) effectively connected but is not subject to tax under an applicable income tax treaty, or

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect.

For Form W-8BEN instructions, please visit https://www.irs.gov/pub/irs-pdf/iw8ben.pdf.

Note: This Form is to be completed only if you have previously completed and returned a Rescission Offer Election Form electing to participate in the ESPP Rescission Offer, but no longer wish to participate in the ESPP Rescission Offer.

IF YOU WISH TO REJECT THE RESCISSION OFFER AND HAVE NOT COMPLETED AND RETURNED A RESCISSION OFFER ELECTION FORM, DO NOT RETURN THIS FORM. YOU DO NOT NEED TO DO ANYTHING TO REJECT THE RESCISSION OFFER.

IF YOU NO LONGER WISH TO ACCEPT THE RESCISSION OFFER AND HAVE PREVIOUSLY COMPLETED AND RETURNED A RESCISSION OFFER ELECTION FORM INDICATING THAT YOU ELECT TO ACCEPT THE RESCISSION OFFER, YOU MAY REVOKE YOUR ACCEPTANCE. IN ORDER TO REVOKE YOUR ACCEPTANCE, YOU MUST COMPLETE, SIGN AND RETURN THIS FORM PURSUANT TO THE INSTRUCTIONS BELOW AND ENSURE ITS RECEIPT BY AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (“AST”) BY 4:00 P.M., EASTERN TIME, ON JUNE 2, 2017 (THE “EXPIRATION DATE”).

IF YOU WISH TO CHANGE PART OF YOUR ELECTION AND YOU HAVE PREVIOUSLY COMPLETED AND RETURNED A RESCISSION OFFER ELECTION FORM INDICATING THAT YOU ELECT TO ACCEPT THE RESCISSION OFFER, YOU MUST COMPLETE, SIGN AND RETURN THIS FORM PURSUANT TO THE INSTRUCTIONS BELOW AND COMPLETE A NEW RESCISSION OFFER ELECTION FORM AND ENSURE ITS RECEIPT BY AST BY 4:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

WE URGE YOU TO REVIEW THE PROSPECTUS SUPPLEMENT OF FIFTH THIRD BANCORP (THE “COMPANY,” “FIFTH THIRD,” “WE” OR “US”) DATED APRIL 27, 2017 (THE “PROSPECTUS SUPPLEMENT”), INCLUDING THE ACCOMPANYING PROSPECTUS, CAREFULLY BEFORE DECIDING WHETHER TO ACCEPT OR REJECT THE RESCISSION OFFER.

The undersigned acknowledges receipt of the Prospectus Supplement of the Company, pursuant to which the Company offers to rescind (the “Rescission Offer”) the acquisition of shares of the Company’s common stock (the “Shares”) acquired by the undersigned pursuant to the Amended and Restated Fifth Third Bancorp 1993 Stock Purchase Plan (the “ESPP”) (including Shares that were acquired pursuant to the Company’s contribution under such plan for the undersigned’s account) between November 6, 2015 and November 8, 2016 (the “Purchase Period”).

Effective as of the Expiration Date, the undersigned hereby revokes acceptance of the Rescission Offer pursuant to the Rescission Offer Election Form that was previously completed by the undersigned. All of the instructions and covenants set forth in such previously completed Rescission Offer Election Form are hereby revoked.

The undersigned further acknowledges that transfers and sales of Fifth Third common stock out of the ESPP will be temporarily suspended during the blackout period that begins at 4:00 P.M., Eastern Time, on June 2, 2017 and is expected to end on or before June 16, 2017, or as soon as practicable thereafter. Information regarding the exact ending date of the blackout period, once known, will be readily available, without charge, by contacting American Stock Transfer & Trust Company, LLC, the administrator of the ESPP, at 1-866-709-7704, Monday through Friday, between the hours of 8:00 A.M. and 10:00 P.M., Eastern Time.

Revoking or changing your previous acceptance of the Rescission Offer: If you have previously completed and returned a Rescission Offer Election Form indicating that you elect to accept the Rescission Offer, but no longer wish to accept the Rescission Offer, you may revoke or change your acceptance by:

(A) Signing and dating the Rescission Offer Withdrawal Form and completing the name, address, telephone number, and Unique Offer Identification Number information above; and

(B) Returning the Rescission Offer Withdrawal Form by mail so that it is received by AST on or before 4:00 P.M., Eastern Time, on June 2, 2017 (the “Expiration Date”). You may mail your Rescission Offer Withdrawal Form to the following address, via regular mail or overnight delivery:

(C) If you are changing your previous acceptance of the Rescission Offer, in addition to completing and returning the Rescission Offer Withdrawal Form per the instructions above, you must also complete and return a new Rescission Offer Election Form indicating all the Shares for which you now wish to accept the Rescission Offer, and deliver any additional Shares and documentation as required (if any such Shares are not held under the ESPP or were not sold directly from the ESPP).

The Rescission Offer Withdrawal Form must be legible. If you choose to revoke your previous acceptance of the Rescission Offer, we recommend that you return the Rescission Offer Withdrawal Form sufficiently in advance of the Expiration Date to ensure its receipt by AST by the deadline specified above. The method for returning the Rescission Offer Withdrawal Form is at your option and risk, and delivery will be deemed made only when actually received by AST at the address indicated above. If delivery is by mail, we recommend using registered mail with return receipt requested.

IF YOU HAVE PREVIOUSLY ACCEPTED THE RESCISSION OFFER, BUT NO LONGER WISH TO ACCEPT THE RESCISSION OFFER, OR WISH TO CHANGE YOUR ELECTION, AST MUST RECEIVE YOUR LEGIBLE AND PROPERLY COMPLETED RESCISSION OFFER WITHDRAWAL FORM ON OR BEFORE 4:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE, JUNE 2, 2017. OTHERWISE, YOU WILL BE DEEMED TO HAVE ACCEPTED THE RESCISSION OFFER PURSUANT TO YOUR ELECTION ON THE LAST EFFECTIVE RESCISSION OFFER ELECTION FORM YOU SUBMITTED. WE WILL, IN OUR SOLE DISCRETION, DETERMINE WHETHER YOUR RESCISSION OFFER WITHDRAWAL FORM HAS BEEN PROPERLY COMPLETED AND TIMELY RECEIVED AND WHETHER YOU ARE ELIGIBLE TO WITHDRAW YOUR ACCEPTANCE OF THE RESCISSION OFFER.

All determinations with respect to the Rescission Offer Withdrawal Form and the Rescission Offer (including issues relating to the timeliness, effectiveness of any election, and sufficiency of any documentation) will be made by us, which determinations shall be final and binding. We reserve the right to waive any defects, irregularities or conditions of withdrawal as to particular Shares. A waiver of any defect or irregularity with respect to the withdrawal of one Share shall not constitute a waiver of the same or any other defect or irregularity with respect to the withdrawal of any other Shares except to the extent we may otherwise so provide.

No broker or other nominee may submit any Rescission Offer Election Form or Withdrawal Form on your behalf.

If we receive a Rescission Offer Withdrawal Form before the Expiration Date and you have previously delivered Shares to AST, AST will return the Shares to you as soon as practicable without any additional expense to you.

Questions: If you have questions about the Rescission Offer, you may 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.



Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Offering Price per Share	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Common Stock, no par value, of Fifth Third Bancorp	724,240 shares	(1)	$15,527,705.60	$1,799.66


Risk Factors			S-13
Our Company			S-15
The Rescission Offer			S-16
Description of the Common Stock			S-25
Material U.S. Federal Income Tax Considerations			S-32
Use of Proceeds			S-36
Where You Can Find More Information			S-36
Validity of the Securities			S-37
Experts			S-37


About this Prospectus			2
Where You Can Find More Information			2
Use of Proceeds			3
Plan of Distribution			3
Validity of Securities			5
Experts			5


Appendix A – Rescission Offer Election Form, Broker Instruction Supplement and Tax Forms			A-1
Appendix B – Rescission Offer Withdrawal Form			B-1


	Fiscal Year 2017	Fiscal Year 2016				Fiscal Year 2015
	First	First	Second	Third	Fourth	First	Second	Third	Fourth
	Quarter	Quarter	Quarter	Quarter	Quarter	Quarter	Quarter	Quarter	Quarter

Common stock sales price per share:
High	$28.97	$19.73	$19.34	$21.11	$27.88	$20.53	$21.90	$21.93	$21.14
Low	$24.02	$13.84	$16.02	$16.26	$19.57	$17.14	$18.63	$18.21	$18.15


About this Prospectus Supplement			S-ii
Forward-Looking Statements			S-1
Questions and Answers About the Rescission Offer			S-3


	Page
About this Prospectus		2
Where You Can Find More Information		2
Use of Proceeds		3
Plan of Distribution		3
Validity of Securities		5
Experts		5


1.	SIGNATURES	THE UNDERSIGNED: Print your name and, (a) if Shares are held by a partnership, corporation, trust or entity, the name and capacity of the individual signing on its behalf, and (b) if Shares are held as joint tenants or as community property, the name(s) of the co-owner(s).
		If the Prospectus Supplement was not mailed to your correct address, print the correct address below and also contact AST, the administrator of the ESPP, at 866-709-7704 to update your address.
	Date	Signature
		Signature (if joint account)
		Unique Offer Identification Number (located on the front of this form)
		Residence Address
		City, State and Zip Code
		Mail Address (if different from residence)
		City, State and Zip Code
		Telephone Number


2.	BROKER OR NOMINEE INFORMATION (Required only under the conditions specified in Instruction 4, “Broker Delivery” to this Rescission Offer Election Form.)
		Name of Broker or Nominee
		Address
		City, State and Zip Code
		Telephone Number
		Name of Contact at Broker or Nominee
		DTC Participant Number or Firm Identification Number of Broker or Nominee


• You are a U.S. citizen or other U.S. person, including a resident alien individual		W-9


• You are a beneficial owner who is receiving compensation for personal services performed in the United States		8233 or W-4


Part I		Identification of Beneficial Owner (see instructions)


3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
City or town, state or province. Include postal code where appropriate.				Country
4 Mailing address (if different from above)
City or town, state or province. Include postal code where appropriate.				Country


Part II		Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions)


9		I certify that the beneficial owner is a resident of within the meaning of the income tax
		treaty between the United States and that country.
10		Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph
		of the treaty identified on line 9 above to claim a % rate of withholding on (specify type of income):


				.

		Explain the additional conditions in the Article and paragraph the beneficial owner meets to be eligible for the rate of withholding:


^{Sign Here}
^{Sign Here}	Signature of beneficial owner (or individual authorized to sign for beneficial owner)	Date (MM-DD-YYYY)


For Paperwork Reduction Act Notice, see separate instructions.		Cat. No. 25047Z		Form W-8BEN (Rev. 1-2017)


Name (please print)				Signature


Street Address				Date


City, State and Zip Code of Residence


Telephone Number


Unique Offer Identification Number (located in the address box on the front of your Rescission Offer Election Form)