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ANNUAL REPORT ON FORM 10-K
Fifth Third Bancorp 101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008
Commission file number 001-33653
FIFTH THIRD BANCORP
Incorporated in the State of Ohio
I.R.S. Employer Identification No. 31-0854434
Address: 38 Fountain Square Plaza
Cincinnati, Ohio 45263
Telephone: (513) 534-5300
Securities registered
pursuant to Section Name of exchange on
12(b) of the Act: on which registered:
Common Stock , Without The NASDAQ Stock
Par Value Market LLC
8.5% Non-Cumulative Series G The NASDAQ Stock
Convertible Perpetual Preferred Market LLC
Stock
7.25% Trust Preferred Securities New York Stock Exchange
of Fifth Third Capital Trust V
7.25% Trust Preferred Securities New York Stock Exchange
of Fifth Third Capital Trust VI
8.875% Trust Preferred Securities New York Stock Exchange
of Fifth Third Capital Trust VII
Indicate by checkmark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes: No:
Indicate by checkmark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes: No:
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes: No:
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K(§229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting
company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes: No:
There were 577,364,046 shares of the Bancorp’s Common
Stock, without par value, outstanding as of January 31, 2009.
The Aggregate Market Value of the Voting Stock held by non-
affiliates of the Bancorp was $5,093,484,456 as of June 30,
2008.
DOCUMENTS INCORPORATED BY REFERENCE
This report incorporates into a single document the
requirements of the U.S. Securities and Exchange Commission
(SEC) with respect to annual reports on Form 10-K and annual
reports to shareholders. The Bancorp’s Proxy Statement for the
2009 Annual Meeting of Shareholders is incorporated by
reference into Part III of this report.
Only those sections of this 2008 Annual Report to
Shareholders that are specified in this Cross Reference Index
constitute part of the Registrant’s Form 10-K for the year ended
December 31, 2008. No other information contained in this
2008 Annual Report to Shareholders shall be deemed to
constitute any part of this Form 10-K nor shall any such
information be incorporated into the Form 10-K and shall not
be deemed “filed” as part of the Registrant’s Form 10-K.
10-K Cross Reference Index
PART I
Item 1. Business 15-16, 102-106
Employees 28
Segment Information 30-34, 99-100
Average Balance Sheets 25
Analysis of Net Interest Income and Net Interest Income
Changes 24-26
Investment Securities Portfolio 38-39, 67-68
Loan and Lease Portfolio 37, 68-69
Risk Elements of Loan and Lease Portfolio 41-48
Deposits 39-40
Return on Equity and Assets 14
Short-term Borrowings 40, 79
Item 1A. Risk Factors 20-23
Item 1B. Unresolved Staff Comments None
Item 2. Properties 106-107
Item 3. Legal Proceedings 83-84
Item 4. Submission of Matters to a Vote of Security Holders 107
Executive Officers of the Bancorp 107
PART II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities 108
Item 6. Selected Financial Data 14
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations 14-53
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk 41-51
Item 8. Financial Statements and Supplementary Data 56-100
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure None
Item 9A. Controls and Procedures 54
Item 9B. Other Information None
PART III
Item 10. Directors, Executive Officers and Corporate Governance 110
Item 11. Executive Compensation 110
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 87-88, 110
Item 13. Certain Relationships and Related Transactions, and
Director Independence 110
Item 14. Principal Accounting Fees and Services 110
PART IV
Item 15. Exhibits, Financial Statement Schedules 110-113
SIGNATURES 114