July 2, 2020
VIA EDGAR
Mr. Amit Pande
Accounting Branch Chief
Division of Corporate Finance
Office of Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Fifth Third Bancorp |
Form 10-K for Fiscal Year Ended December 31, 2019 |
Form 8-K Filed April 21, 2020 |
File No. 001-33653 |
Dear Mr. Pande:
We are writing in response to your letter dated June 24, 2020 related to the Form 10-K for the fiscal year ended December 31, 2019 and the Form 8-K filed April 21, 2020 of Fifth Third Bancorp (“Fifth Third,” the “Registrant” or the “Bancorp”). In accordance with your request, we have responded to the comment included in your letter as detailed below.
Additionally, the Registrant acknowledges its responsibility for the adequacy and accuracy of the disclosure in the filings, notwithstanding any review, comments, action or absence of action by the staff.
Form 8-K, filed April 21, 2020
Exhibit 99.1
Use of Non-GAAP Financial Measures, page 27
| 1. | We note your disclosures on pages 27-29 of various non-GAAP measures that are derived from Adjusted net income calculated on page 29, which exclude “Provision in excess of credit losses”. It appears these performance measures, which exclude a portion of the provision for credit losses, substitute individually tailored recognition and measurement methods for those of GAAP and violate Rule 100(b) of Regulation G. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, which is available on our website at: http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. Please refrain from disclosing these performance measures, or any other similar non-GAAP performance measures that exclude all or a portion of the provision for credit losses. |
Fifth Third acknowledges the staff’s comment and confirms that it will refrain from disclosing these measures, or any other similar non-GAAP performance measures that exclude all or a portion of the provision for credit losses in future filings.
If you should have any additional questions or require any further information, please do not hesitate to call me at (513) 534-5247 or Mark Hazel, Senior Vice President and Controller, at (513) 534-6702.
Sincerely, |
|
Tayfun Tuzun |
Executive Vice President and Chief Financial Officer |
cc: Deloitte & Touche LLP |
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