Fifth Third Bank 2009 Annual Report Download - page 117

ANNUAL REPORT ON FORM 10-K
Fifth Third Bancorp 115
AVAILABILITY OF FINANCIAL INFORMATION
Fifth Third Bancorp (the “Bancorp”) files reports with the SEC.
Those reports include the annual report on Form 10-K,
quarterly reports on Form 10-Q, current event reports on Form
8-K and proxy statements, as well as any amendments to those
reports. The public may read and copy any materials the
Bancorp files with the SEC at the SEC’s Public Reference
Room at 450 Fifth Street, NW, Washington, DC 20549. The
public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an internet site that contains reports, proxy and
information statements and other information regarding issuers
that file electronically with the SEC at www.sec.gov. The
Bancorp’s annual report on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, proxy statements, and
amendments to those reports filed or furnished pursuant to
section 13(a) or 15(d) of the Exchange Act are accessible at no
cost on the Bancorp’s web site at www.53.com on a same day
basis after they are electronically filed with or furnished to the
SEC.
PART I
ITEM 1. BUSINESS
General Information
Fifth Third Bancorp, an Ohio corporation organized in 1975, is
a bank holding company as defined by the Bank Holding
Company Act of 1956, as amended (the “BHCA”), and is
registered as such with the Board of Governors of the Federal
Reserve System (FRB). The Bancorp’s principal office is
located in Cincinnati, Ohio.
The Bancorp’s subsidiaries provide a wide range of
financial products and services to the retail, commercial,
financial, governmental, educational and medical sectors,
including a wide variety of checking, savings and money
market accounts, and credit products such as credit cards,
installment loans, mortgage loans and leases. Fifth Third Bank
has deposit insurance provided by the Federal Deposit
Insurance Corporation (FDIC) through the Deposit Insurance
Fund. Refer to Exhibit 21 filed as an attachment to this Annual
Report on Form 10-K for a list of all the subsidiaries of the
Bancorp as of December 31, 2009.
Additional information regarding the Bancorp’s businesses
is included in Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
Competition
The Bancorp competes for deposits, loans and other banking
services in its principal geographic markets as well as in
selected national markets as opportunities arise. In addition to
the challenge of attracting and retaining customers for
traditional banking services, the Bancorp’s competitors include
securities dealers, brokers, mortgage bankers, investment
advisors and insurance companies. These competitors, with
focused products targeted at highly profitable customer
segments, compete across geographic boundaries and provide
customers increasing access to meaningful alternatives to
banking services in nearly all significant products. The
increasingly competitive environment is a result primarily of
changes in regulation, changes in technology, product delivery
systems and the accelerating pace of consolidation among
financial service providers. These competitive trends are likely
to continue.
Acquisitions
The Bancorp’s strategy for growth includes strengthening its
presence in core markets, expanding into contiguous markets
and broadening its product offerings while taking into account
the integration and other risks of growth. The Bancorp
evaluates strategic acquisition opportunities and conducts due
diligence activities in connection with possible transactions. As
a result, discussions, and in some cases, negotiations may take
place and future acquisitions involving cash, debt or equity
securities may occur. These typically involve the payment of a
premium over book value and current market price, and
therefore, some dilution of book value and net income per share
may occur with any future transactions.
Additional information regarding acquisitions is included
in the Regulation and Supervision section in addition to Note 3
of the Notes to Consolidated Financial Statements.
Regulation and Supervision
In addition to the generally applicable state and federal laws
governing businesses and employers, the Bancorp and its
subsidiary bank are subject to extensive regulation by federal
and state laws and regulations applicable to financial
institutions and their parent companies. Virtually all aspects of
the business of the Bancorp and its subsidiary bank are subject
to specific requirements or restrictions and general regulatory
oversight. The principal objectives of state and federal banking
laws are the maintenance of the safety and soundness of
financial institutions and the federal deposit insurance system
and the protection of consumers or classes of consumers, rather
than the specific protection of shareholders of a bank or the
parent company of a bank, such as the Bancorp. In addition, the
supervision, regulation and examination of the Bancorp and its
subsidiaries by the bank regulatory agencies is not intended for
the protection of the Bancorp’s security holders. To the extent
the following material describes statutory or regulatory
provisions, it is qualified in its entirety by reference to the
particular statute or regulation.
The Bancorp is subject to regulation and supervision by the
FRB and the Ohio Division of Financial Institutions (the
“Division). The Bancorp is required to file various reports with,
and is subject to examination by, the FRB and the Division. The
FRB has the authority to issue orders to bank holding
companies to cease and desist from unsound banking practices
and violations of conditions imposed by, or violations of
agreements with, the FRB. The FRB is also empowered to
assess civil money penalties against companies or individuals
who violate the BHCA or orders or regulations thereunder, to
order termination of non-banking activities of non-banking
subsidiaries of bank holding companies, and to order
termination of ownership and control of a non-banking
subsidiary by a bank holding company.
The BHCA requires the prior approval of the FRB, for a
bank holding company to acquire substantially all the assets of
a bank or acquiring direct or indirect ownership or control of
more than 5% of any class of the voting shares of any bank,
bank holding company or savings association, or increasing any
such non-majority ownership or control of any bank, bank
holding company or savings association, or merging or
consolidating with any bank holding company.
The Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994 generally authorizes bank holding
companies to acquire banks located in any state, subject to
certain state-imposed age and deposit concentration limits, and
also generally authorizes interstate bank holding company and
bank mergers and to a lesser extent, interstate branching.
The Gramm-Leach-Bliley Act of 1999 (GLBA) permits a
qualifying bank holding company to become a financial holding
company (FHC) and thereby to engage directly or indirectly in
a broader range of activities than had previously been permitted
for a bank holding company under the BHCA. Permitted