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FIFTH THIRD
BANCORP
ANNUAL
REPORT
2011

Table of contents

  • Page 1
    FIFTH THIRD BANCORP ANNUAL REPORT 2011

  • Page 2
    ..., Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, ® Consumer Lending and Investment Advisors. Fifth Third also has a 49% interest in Vantiv, LLC, formerly Fifth Third Processing Solutions...

  • Page 3
    Fifth Third Bank. The curious bank. In 2011, we took steps to further differentiate ourselves in a changing financial landscape. We sought to evolve our brand to better reflect important changes we have made to the way we do business, including our consultative sales approach and customer experience...

  • Page 4
    ... this approach to our relationships with customers is the way to create long-term value for both our customers and shareholders. And we believe it is working. 2011 was our most profitable year since 2006, and net income available to common shareholders more than doubled 2 FIFTH THIRD BANCORP

  • Page 5
    2011 was our most profitable year since 2006, and net income available to common shareholders more than doubled compared with 2010. compared with 2010. We earned a return on assets of 1.15 percent, significantly higher than most of our peers. We believe our ability to generate those results ...

  • Page 6
    ... when it comes to accessing and servicing their accounts. Customers are increasingly opting to use alternative service channels such as Internet and mobile banking when it comes to interacting with the Bank and managing their finances. In 2011, we enhanced our mobile distribution channels with the...

  • Page 7
    ... additional equity and capital. Fifth Third's 2011 results exemplified the resiliency of our business model and the strength of our strategic plan. As I noted earlier, we reported full year net income available to common shareholders of $1.1 billion, the highest since 2006 and more than double 2010...

  • Page 8
    ... levels are high as commercial and retail customers remain very cautious. Reflecting this, average transaction deposit account balances (primarily demand, savings and money market accounts) increased in 2011 by $6.7 billion, or 10 percent. Noninterest expense declined $97 million, or 3 percent...

  • Page 9
    ... capital position, representing another source of return of capital to our shareholders. We have submitted a capital plan to the Federal Reserve that incorporates such actions under the new Capital Plan Rule and capital evaluation processes for the 31 largest U.S. bank holding companies. The Federal...

  • Page 10
    ... savings accounts, home equity loans and lines of credit, credit cards, direct loans for automobiles, and other personal financing needs, as well as products for small businesses, including cash management. Branches are an excellent starting point for customers within our footprint to begin to build...

  • Page 11
    .... for many years beyond. Customer experience and operational excellence work hand-in-hand to create that trust and value. HIGHLIGHTS $1.0 BILLION TOTAL REVENUE $20.9 BILLION AVERAGE LOANS $70.8 BILLION MORTGAGE SERVICING PORTFOLIO 8,288 DEALER INDIRECT AUTO LENDING NETWORK 2011 ANNUAL REPORT 9

  • Page 12
    ... success. Our Commercial line of business offers traditional lending and depository offerings as well as global cash management, foreign exchange and international trade finance, derivatives and capital markets services, assetbased lending, real estate finance, public finance, commercial leasing and...

  • Page 13
    ... income protection and annuities. STRATEGY Investment Advisors is comprised of five distinct businesses, each tailored to the unique needs of its customers. Fifth Third Private Bank, Fifth Third Securities, Fifth Third Asset Management, Fifth Third Institutional Services and Fifth Third Insurance...

  • Page 14
    ... investment in redevelopment projects through the Fifth Third Community Development Corporation. We also focused efforts on environmental sustainability by opening two LEED-certified banking centers in our footprint and instituting a recycling program on our Operations campus in Madisonville, Ohio...

  • Page 15
    ... for Loan and Lease Losses Loans with Deteriorated Credit Quality Acquired in a Transfer Bank Premises and Equipment Goodwill Intangible Assets Variable Interest Entities Sales of Residential Mortgage Receivables and Mortgage Servicing Rights Derivative Financial Instruments Other Assets Short-Term...

  • Page 16
    .... ALCO: Asset Liability Management Committee ALLL: Allowance for Loan and Lease Losses ARM: Adjustable Rate Mortgage ATM: Automated Teller Machine BOLI: Bank Owned Life Insurance bps: Basis points CCAR: Comprehensive Capital Analysis and Review CDC: Fifth Third Community Development Corporation CFPB...

  • Page 17
    .... Includes demand, interest checking, savings, money market and foreign office deposits. Includes transaction deposits plus other time deposits. Includes certificates $100,000 and over, other deposits, federal funds purchased, short-term borrowings and long-term debt. Fifth Third Bancorp 15

  • Page 18
    ... OF OPERATIONS TABLE 2: QUARTERLY INFORMATION (unaudited) For the three months ended ($ in millions, except per share data) Net interest income (FTE) Provision for loan and lease losses Noninterest income Noninterest expense Net income (loss) attributable to Bancorp Net income (loss) available to...

  • Page 19
    ... OF OPERATIONS OVERVIEW Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. At December 31, 2011, the Bancorp had $117 billion in assets, operated 15 affiliates with 1,316 full-service Banking Centers, including 104 Bank Mart® locations open seven...

  • Page 20
    ...Statements of Income. Legislative Developments On July 21, 2010, the Dodd-Frank Act was signed into law. This act implements changes to the financial services industry and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies...

  • Page 21
    ... in professional service fees. This activity was partially offset by a $64 million increase in total personnel costs (salaries, wages and incentives plus employee benefits). Credit Summary The Bancorp does not originate subprime mortgage loans and does not hold asset-backed securities backed by...

  • Page 22
    ...Tangible assets, excluding unrealized gains / losses (3) Total Bancorp shareholders' equity (U.S. GAAP) Less: Goodwill and certain other intangibles Accumulated other comprehensive income Add: Qualifying trust preferred securities Other Tier I capital Less: Preferred stock Qualifying trust preferred...

  • Page 23
    ... commercial leasing. The residential mortgage portfolio segment is also considered a class. Classes within the consumer segment include home equity, automobile, credit card, and other consumer loans and leases. For an analysis of the Bancorp's ALLL by portfolio segment and credit quality information...

  • Page 24
    ... operating results of the Bancorp. For additional information on income taxes, see Note 20 of the Notes to Consolidated Financial Statements. Valuation of Servicing Rights When the Bancorp sells loans through either securitizations or individual loan sales in accordance with its investment policies...

  • Page 25
    ..., 2011, derivatives classified as Level 3, which are valued using an option-pricing model containing unobservable inputs, consisted primarily of warrants and put rights associated with the sale of Vantiv Holding, LLC and a total return swap associated with the Bancorp's sale of its Visa, Inc. Class...

  • Page 26
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities ...

  • Page 27
    ...of Fifth Third's residential mortgage and commercial real estate loan portfolios are comprised of borrowers in Michigan, Northern Ohio and Florida, which markets have been particularly adversely affected by job losses, declines in real estate value, declines in home sale volumes, and declines in new...

  • Page 28
    ... funds (average core deposits funded 71% of average total assets at December 31, 2011). In addition to customer deposits, sources of liquidity include investments in the securities portfolio, Fifth Third's ability to sell or securitize loans in secondary markets and to pledge loans to access secured...

  • Page 29
    ... our net interest margin and net interest income. Fifth Third's bank customers could take their money out of the bank and put it in alternative investments, causing Fifth Third to lose a lower cost source of funding. Checking and savings account balances and other forms of customer deposits may...

  • Page 30
    ... purchases the servicing rights to mortgage loans originated by other lenders. Fifth Third initially measures all residential MSRs at fair value and subsequently amortizes the MSRs in proportion to, and over the period of, estimated net servicing income. Fair value is the present value of estimated...

  • Page 31
    ..., Vantiv Inc., filed a registration statement with the SEC which contemplates an IPO of shares of Class A Common Stock of Vantiv Inc. The IPO contemplates a corporate reorganization of Vantiv Inc., which reorganization could substantially change Fifth Third's interests in Vantiv Holding, LLC. The...

  • Page 32
    ...OPERATIONS commencement of new activities) and could ultimately result in the loss of financial holding company status. In addition, failure by the Bancorp's banking subsidiary to meet applicable capital guidelines could subject the bank to a variety of enforcement remedies available to the federal...

  • Page 33
    ...elimination of Fifth Third's existing trust preferred securities as Tier 1 capital); Subject Fifth Third to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees to the FDIC; Impact Fifth Third's ability to invest in certain types of entities...

  • Page 34
    ..., or free funding, such as demand deposits or shareholders' equity. Table 5 presents the components of net interest income, net interest margin and net interest rate spread for the years ended December 31, 2011, 2010 and 2009. Nonaccrual loans and leases and loans held for sale have been included...

  • Page 35
    ...for loan and lease losses (2,703) (3,583) (3,265) Total assets $ 112,666 $ 112,434 $ 114,856 Liabilities and Equity Interest-bearing liabilities: Interest checking $ 18,707 $ 49 0.26 % $ 18,218 $ 52 0.29 % $ 15,070 $ 40 0.26 % Savings 21,652 67 0.31 19,612 107 0.55 16,875 127 0.75 Money market 5,154...

  • Page 36
    ...checking Savings Money market Foreign office deposits Other time deposits Certificates - $100,000 and over Federal funds purchased Other short-term borrowings Long-term debt Total interest-bearing liabilities Total change in interest expense Total change in net interest income 2011 Compared to 2010...

  • Page 37
    ... July 1, 2010 for new accounts and August 15, 2010 for existing accounts. Regulation E is a FRB rule that prohibits financial institutions from charging consumers fees for paying overdrafts on ATMs and one-time debit card transactions unless a consumer consents, or opts in, to the overdraft service...

  • Page 38
    ... millions) Operating lease income Equity method income from interest in Vantiv Holding, LLC BOLI income (loss) Cardholder fees Net gain from warrant and put options associated with the processing business sale Gain on loan sales Consumer loan and lease fees Insurance income Banking center income TSA...

  • Page 39
    ...) FDIC insurance and other taxes Loan and lease Losses and adjustments Marketing Affordable housing investments impairment Professional service fees Travel Postal and courier Operating lease OREO expense Recruitment and education Data processing Insurance Intangible asset amortization Supplies...

  • Page 40
    ...: APPLICABLE INCOME TAXES For the years ended December 31 ($ in millions) Income (loss) before income taxes Applicable income tax expense (benefit) Effective tax rate $ 2011 1,831 533 29.1 % 2010 940 187 19.8 2009 767 30 3.9 2008 (2,664) (551) 20.7 2007 1,537 461 30.0 38 Fifth Third Bancorp

  • Page 41
    ...Income Statement Data Commercial Banking Branch Banking Consumer Lending Investment Advisors General Corporate & Other Net income Less: Net income attributable to noncontrolling interest Net income attributable to Bancorp Dividends on preferred stock Net income available to common shareholders 2011...

  • Page 42
    ...tax expense (benefit)(b) Net income (loss) Average Balance Sheet Data Commercial loans Demand deposits Interest checking Savings and money market Certificates over $100,000 Foreign office deposits (a) Includes FTE adjustments of $17, $14, and $13 for the years ended December 31, 2011, 2010, and 2009...

  • Page 43
    ...) Income Statement Data Net interest income Provision for loan and lease losses Noninterest income: Service charges on deposits Card and processing revenue Investment advisory revenue Other noninterest income Noninterest expense: Salaries, incentives and benefits Net occupancy and equipment expense...

  • Page 44
    ... to 2009 as runoff of higher priced consumer certificates of deposit, included in other time deposits, was replaced with growth in transaction accounts due to excess customer liquidity and low interest rates. Consumer Lending Consumer Lending includes the Bancorp's mortgage, home equity, automobile...

  • Page 45
    .... FTAM provides asset management services and also advises the Bancorp's proprietary family of mutual funds. Fifth Third Private Bank offers holistic strategies to affluent clients in wealth planning, investing, insurance and wealth protection. Fifth Third Institutional Services provide advisory...

  • Page 46
    ... change in net income compared to the prior year was impacted by a $127 million benefit, net of expenses, from the settlement of litigation associated with one of the Bancorp's BOLI policies that was recorded in the third quarter of 2010. The results for 2011 were impacted by dividends on preferred...

  • Page 47
    ... its sale of Visa, Inc Class B shares in 2009, a $30 million decrease in debit interchange revenue due to changes in debit interchange regulations and $10 million in positive valuation adjustments on puts and warrants associated with the sale of the processing business. Third quarter 2011 results...

  • Page 48
    ...other assets, including other real estate owned (excluding nonaccrual loans held for sale) decreased to 2.79% at December 31, 2010, from 4.22% at December 31, 2009. The Bancorp took a number of actions to strengthen its capital position in 2009. On June 4, 2009, the Bancorp completed an atthe-market...

  • Page 49
    ... to suspend new homebuilder and developer lending in 2007 and nonowner occupied real estate lending in 2008 combined with weak customer demand for owner-occupied commercial mortgage loans and tighter underwriting standards. Total consumer loans and leases increased $2.4 billion from 2010 primarily...

  • Page 50
    ... by increased purchases of these instruments. At December 31, 2011 and 2010, available-for-sale securities were 14% of total interest-earning assets compared to 15% at December 31, 2010. The estimated weighted-average life of the debt securities in the available-for-sale portfolio was 3.6 years...

  • Page 51
    ... in foreign office deposits. Demand deposits increased $6.2 billion, or 29%, due to an increase in new accounts, growth from maturing certificates of deposits, and commercial customers opting to hold money in demand deposit accounts rather than investing excess cash given Fifth Third Bancorp 49

  • Page 52
    ... Savings Money market Foreign office Transaction deposits Other time Core deposits Certificates - $100,000 and over Other Total average deposits commercial customers. These accounts bear interest rates at slightly higher than money market accounts and unlike repurchase agreements the Bancorp...

  • Page 53
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 25: AVERAGE BORROWINGS As of December 31 ($ in millions) Federal funds purchased Other short-term borrowings Long-term debt Total average borrowings $ $ 2011 345 2,777 10,154 13,276 2010 291 1,635 10,902 ...

  • Page 54
    ...Bancorp's consumer loan growth strategies, ensuring portfolio optimization, appropriate risk controls and oversight, reporting, and monitoring of underwriting and credit administration processes; Operational Risk Management works with affiliates and lines of business to maintain processes to monitor...

  • Page 55
    ... and small business loan portfolios. Overview General economic conditions started to improve during 2010 and were mixed in 2011. Geographically, the Bancorp continues to experience the most stress in Michigan and Florida due to the decline in real estate values. Real estate value deterioration...

  • Page 56
    ... on industry, lines of business within the commercial segment, geography and credit product type. The risk within the commercial loan and lease portfolio is managed and monitored through an underwriting process utilizing detailed origination policies, continuous loan level reviews, monitoring of...

  • Page 57
    ... LOAN AND LEASE PORTFOLIO (EXCLUDING LOANS HELD FOR SALE) 2011 As of December 31 ($ in millions) Outstanding Exposure Nonaccrual Outstanding By industry: Manufacturing $ 9,020 17,065 116 $ 7,202 Real estate 6,274 7,060 299 8,295 Financial services and insurance 4,596 9,975 46 3,830 Business services...

  • Page 58
    ... of the categories of loans (excluding loans held for sale) by state as of December 31, 2011 and 2010. TABLE 30: NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE As of December 31, 2011 ($ in millions) By State: Ohio Michigan Florida Illinois Indiana North Carolina All other states Total Outstanding 1,958...

  • Page 59
    ... the consumer loan portfolio due to high loan amount to collateral value. The Bancorp does not update LTV ratios for the consumer portfolio subsequent to origination except as part of the charge-off process for real estate secured loans. Residential Mortgage Portfolio The Bancorp manages credit risk...

  • Page 60
    ... loans to update LTV ratios after origination. However, the Bancorp monitors the local housing markets by reviewing various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring processes. For second lien home equity loans, the Bancorp...

  • Page 61
    ...22 For the Year Ended December 31, 2011 Net Charge-offs 33 37 17 9 8 17 19 140 TABLE 40: HOME EQUITY LOANS OUTSTANDING WITH LTV GREATER THAN 80% As of December 31, 2010 ($ in millions) By State: Ohio Michigan Illinois Indiana Kentucky Florida All other states Total Outstanding 1,576 998 482 451 421...

  • Page 62
    ... nation as of December 31, 2011. In providing services to our customers, the Bancorp routinely enters into financial transactions with foreign domiciled and U.S. subsidiaries of foreign businesses as well as foreign financial institutions. These financial transactions are in the form of loans, loan...

  • Page 63
    ... sale or write-down of OREO properties in 2011 and 2010, respectively. These losses are primarily reflective of the continued stress in the Michigan and Florida markets for commercial real estate and residential mortgage loans as Michigan and Florida represented 16% and 26%, respectively, of total...

  • Page 64
    ... for sale. Information for all periods presented excludes advances made pursuant to servicing agreements to GNMA mortgage loan pools whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. As of December 31, 2011, 2010, 2009, 2008, and...

  • Page 65
    ...related to non-owner occupied commercial real estate are recorded in the commercial mortgage loans and commercial construction loans captions in Table 48. Net charge-offs on these loans represented 38% of total commercial loan and lease net charge-offs in 2011 and 46% in 2010. Fifth Third Bancorp 63

  • Page 66
    ... of 2010. The Bancorp's Florida and Michigan markets accounted for 58% and 72% of net charge-offs on residential mortgage loans in the portfolio in 2011 and 2010, respectively. Fifth Third expects the composition of the residential mortgage portfolio to improve as it continues to retain high quality...

  • Page 67
    ... for sale): Commercial and industrial loans Commercial mortgage loans Commercial construction loans Commercial leases Total commercial loans Residential mortgage loans Home equity Automobile loans Credit card Other consumer loans and leases Total consumer loans and leases Total net losses charged...

  • Page 68
    ... and estimated loss rates currently assigned are appropriate. The Bancorp continually reviews its credit administration and loan and lease portfolio and makes changes based on the performance of its products. As previously discussed, management discontinued the origination of brokered home equity...

  • Page 69
    ... rates, foreign exchange rates and equity prices that may result in potential reductions in net income. Interest rate risk, a component of market risk, is the exposure to adverse changes in net interest income or financial position due to changes in interest rates. Management considers interest rate...

  • Page 70
    ... 31, 2011 for the +200 and +100 basis point scenarios shows a modest decline in asset sensitivity compared with December 31, 2010. The primary factors contributing to this change are an increase in fixed-rate loans partially offset by growth in deposits. Economic Value of Equity The Bancorp also...

  • Page 71
    ... existing servicing rights declines because no further servicing fees are collected on repaid loans. The Bancorp maintains a non-qualifying hedging strategy relative to its mortgage banking activity in order to manage a portion of the risk associated with changes in the value of its MSR portfolio as...

  • Page 72
    ...' equity funded 81% of its average total assets during 2011, compared to 80% in 2010. In addition to core deposit funding, the Bancorp also accesses a variety of other short-term and long-term funding sources, which include the use of the FHLB system. Certificates of deposit carrying a balance of...

  • Page 73
    ... plan, in the second quarter of 2011, the Bancorp redeemed $452 million of certain trust preferred securities, at par, classified as long-term debt. The trust preferred securities redeemed related to the Fifth Third Capital Trust VII, First National Bankshares Statutory Trust I and R&G Capital Trust...

  • Page 74
    ...creates a new capital measure, Tier I common equity, which proposes changes to the current calculation of the Tier I common equity ratio by the Bancorp and several other financial institutions. The U.S. banking agencies are in the process of developing rules to implement the new capital standards as...

  • Page 75
    ...private mortgage insurance for newly originated mortgage loans. In the third quarter of 2010, the Bancorp allowed one of its third-party insurers to terminate its reinsurance agreement with the Bancorp, resulting in the Bancorp releasing collateral to the insurer in the form of investment securities...

  • Page 76
    ... mortgage loans. (e) Includes federal funds purchased and borrowings with an original maturity of less than one year. For additional information, see Note 15 of the Notes to Consolidated Financial Statements. (f) Includes rental commitments. (g) Includes low-income housing, historic tax investments...

  • Page 77
    ... financial reporting. Based on this evaluation, there has been no such change during the year covered by this report. Kevin T. Kabat President and Chief Executive Officer February 29, 2012 Daniel T. Poston Executive Vice President and Chief Financial Officer February 29, 2012 Fifth Third Bancorp...

  • Page 78
    ..., Ohio February 29, 2012 To the Shareholders and Board of Directors of Fifth Third Bancorp: We have audited the accompanying consolidated balance sheets of Fifth Third Bancorp and subsidiaries (the "Bancorp") as of December 31, 2011 and 2010, and the related consolidated statements of income, equity...

  • Page 79
    ...data) Assets Cash and due from banks (a) Available-for-sale and other securities (b) Held-to-maturity securities (c) Trading securities Other short-term investments (a) 2011 $ 2,663 15,362 322 177 1,781 2,954 2010 2,159 15,414 353 294 1,515 2,216 Loans held for sale (d) Portfolio loans and leases...

  • Page 80
    ... for Loan and Lease Losses Noninterest Income Mortgage banking net revenue Service charges on deposits Investment advisory revenue Corporate banking revenue Card and processing revenue Gain on sale of processing business Other noninterest income Securities gains (losses), net Securities gains, net...

  • Page 81
    ...effect of change in accounting principle Noncontrolling interest Other Balance at December 31, 2010 Net income Other comprehensive income Comprehensive income Cash dividends declared: Common stock at $0.28 per share Common Stock 1,295 Preferred Stock 4,241 Bancorp Shareholders' Equity Accumulated...

  • Page 82
    ...Other short-term investments Loans and leases Operating lease equipment Net Cash (Used in) Provided by Investing Activities Financing Activities Net change in: Core deposits Certificates - $100,000 and over, including other foreign office Federal funds purchased Other short-term borrowings Dividends...

  • Page 83
    ... ACCOUNTING AND REPORTING POLICIES Nature of Operations Fifth Third Bancorp, an Ohio corporation, conducts its principal lending, deposit gathering, transaction processing and service advisory activities through its banking and non-banking subsidiaries from banking centers located throughout...

  • Page 84
    ...Loans held for sale represent conforming fixed rate residential mortgage loans originated or acquired with the intent to sell in the secondary market and commercial loans and other loans that management has an active plan to sell. Loans held for sale may be carried at the lower of cost or fair value...

  • Page 85
    ... fair value, which is based on mortgage-backed securities prices and a credit component that is based on internally developed loss rate models. Loans held for sale are placed on nonaccrual status consistent with the Bancorp's nonaccrual policy for portfolio loans and leases. Other Real Estate Owned...

  • Page 86
    ... loan sales are initially recorded at fair value and subsequently amortized in proportion to and over the period of estimated net servicing revenues and are reported as a component of mortgage banking net revenue and corporate banking revenue, respectively, in the Consolidated Statements of Income...

  • Page 87
    ... be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. Since none of the Bancorp's reporting units are publicly traded, individual reporting unit fair value determinations cannot be directly correlated to the Bancorp's stock price. To...

  • Page 88
    ... for Credit Losses In July 2010, the FASB issued guidance that requires the Bancorp to disclose a greater level of disaggregated information about the credit quality of its loans and leases and the ALLL. The new guidance defines two levels of disaggregation - portfolio segment and class. A portfolio...

  • Page 89
    ... Financial Statements. The disclosures required under the amended guidance are included in Note 6. Reconsideration of Effective Control for Repurchase Agreements In April 2011, the FASB issued amended guidance clarifying when the Bancorp can recognize a sale upon the transfer of financial assets...

  • Page 90
    ...Contingent consideration Impact of change in accounting principle: Decrease in available-for-sale securities, net Increase in portfolio loans Decrease in demand deposits Increase in other short-term borrowings Increase in long-term debt 2011 $ 658 102 2010 920 79 2009 1,416 109 143 32 342 43 - 650...

  • Page 91
    ... holdings. The following table presents realized gains and losses that were recognized in income from available-for-sale securities for the years ended December 31: ($ in millions) Realized gains Realized losses Net realized gains 2011 75 75 2010 69 (13) 56 2009 91 (34) 57 $ $ Trading securities...

  • Page 92
    ... 31, 2011, the Bancorp did not recognize OTTI on any of its available-for-sale equity securities. In addition, for the years ended December 31, 2010 and 2009, OTTI recognized on available-for-sale equity securities was immaterial to the Bancorp's consolidated financial statements. 90 Fifth Third...

  • Page 93
    ... 2011 and $1.0 billion as of December 31, 2010. Additionally, portfolio loans and leases are recorded net of unamortized premiums and discounts, deferred loan fees and costs, and fair value adjustments (associated with acquired loans or loans designated as fair value upon origination) which totaled...

  • Page 94
    ... reviews residual values associated with its leasing portfolio. Declines in residual values that are deemed to be other-than-temporary are recognized as a loss. The Bancorp recognized $4 million of residual value write-downs related to commercial leases for the year ended December 31, 2011...

  • Page 95
    ... 9,341 Loans acquired with deteriorated credit quality 3 8 Total portfolio loans and leases $ 45,472 10,607 (a) Includes $14 related to leveraged leases. (b) Excludes $65 of residential mortgage loans measured at fair value, and includes $1,022 of leveraged leases, net of unearned income. Consumer...

  • Page 96
    ... perfected security interests in real and/or personal property for which the Bancorp estimates proceeds from sale would be sufficient to recover the outstanding principal and accrued interest balance of the loan and pay all costs to sell the collateral. The Bancorp considers a loan in the process of...

  • Page 97
    ... at fair value. Information for current residential mortgage loans includes advances made pursuant to servicing agreements for GNMA mortgage pools whose repayments are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. As of December 31, 2010, $55 of...

  • Page 98
    ...mortgage nonowner-occupied loans 203 147 24 Commercial construction loans 213 120 18 Commercial leases 11 10 2 Restructured residential mortgage loans 1,091 1,038 131 Restructured consumer: Home equity 401 397 46 Automobile loans 37 37 5 Credit card 94 88 14 Other consumer loans and leases 2 2 Total...

  • Page 99
    ... Commercial leases Restructured residential mortgage loans Restructured consumer: Home equity Automobile loans Credit card Other consumer loans and leases Total impaired loans $ The following table summarizes the Bancorp's impaired loans and leases (by class) that were subject to individual review...

  • Page 100
    ... mortgage loans Consumer: Home equity Automobile loans Credit card Other consumer loans and leases Total consumer loans and leases Total nonperforming loans and leases(a) OREO and other repossessed property(b) (a) Excludes $138 and $294 of nonaccrual loans held for sale at December 31, 2011 and 2010...

  • Page 101
    ... mortgage nonowner-occupied loans Commercial construction loans Residential mortgage loans Consumer: Home equity Automobile loans Credit card Total portfolio loans and leases (a) Excludes all loans and leases held for sale and loans acquired with deteriorated credit quality. $ Fifth Third Bancorp...

  • Page 102
    ... December 31, 2011, 2010 and 2009, the Bancorp recorded provision expense for loans acquired with deteriorated credit quality of $7 million, $6 million and $21 million, respectively, ($ in millions) Commercial Consumer Outstanding balance Carrying Amount in the Consolidated Statements of Income. In...

  • Page 103
    ... 31, 2012 2013 2014 2015 2016 Thereafter Total minimum lease payments Less: Amounts representing interest Present value of net minimum lease payments The Bancorp's subsidiaries have entered into a number of noncancelable and capital lease agreements with respect to bank premises and equipment. The...

  • Page 104
    ... flows for the Commercial Banking reporting unit include commercial loan portfolio growth as well as long-term credit loss rates, which are based on long-term historical loss rates and management's expectation of long-term credit quality within the portfolio. The long-term growth rate required to...

  • Page 105
    ... interests included in the Bancorp's Consolidated Balance Sheets as of: December 31, 2011 ($ in millions) Assets: Cash and due from banks Other short-term investments Commercial mortgage loans Home equity Automobile loans ALLL Other assets Total assets Liabilities: Other liabilities Long...

  • Page 106
    ... as the Bancorp's maximum exposure to losses associated with its interests in the entities: As of December 31, 2011 ($ in millions) CDC investments Private equity investments Money market funds Loans provided to VIEs Restructured loans $ Total Assets 1,243 161 53 1,370 10 Total Assets 1,241 129...

  • Page 107
    ...because their equity capital is insufficient to fund ongoing operations. These restructurings were intended to provide the VIEs with serviceable debt levels while providing the Bancorp an opportunity to maximize the recovery of the loans. The VIEs finance their operations from earned income, capital...

  • Page 108
    ... pay when due. The Bancorp receives annual servicing fees based on a percentage of the outstanding balance. The Bancorp identifies classes of servicing assets based on financial asset type and interest rates. Information related to residential mortgage loan sales and the Bancorp's mortgage banking...

  • Page 109
    ... Life Prepayment Discount Rate Average (in years) Speed (annual) (annual) Default rate 6.7 3.6 10.7 % 23.3 10.3 % 11.3 N/A N/A Rate Residential mortgage loans: Servicing assets Fixed Servicing assets Adjustable Based on historical credit experience, expected credit losses for residential mortgage...

  • Page 110
    ... swaps are total return swaps based on changes in the value of the underlying mortgage principal-only trust. TBAs are a forward purchase agreement for a mortgage-backed securities trade whereby the terms of the security are undefined at the time the trade is made. Foreign currency volatility occurs...

  • Page 111
    ... sale mortgage loans Interest rate swaps related to long-term debt Put options associated with sale of the processing business Stock warrants associated with sale of the processing business Swap associated with the sale of Visa, Inc. Class B shares Total free-standing derivatives - risk management...

  • Page 112
    ... mortgage loans Interest rate swaps related to long-term debt Foreign exchange contracts for trading purposes Put options associated with sale of the processing business Stock warrants associated with sale of the processing business Swap associated with the sale of Visa, Inc. Class B shares Total...

  • Page 113
    ... table presents the net gains (losses) recorded in the Consolidated Statements of Income and accumulated other comprehensive income in the Consolidated Statements of Changes in Equity relating to derivative instruments designated as cash flow hedges. $ 2011 89 69 1 2010 2 60 6 2009 75 49...

  • Page 114
    ... of corporate banking revenue in the Consolidated Statements of Income. The Bancorp previously offered its customers an equity-linked certificate of deposit that had a return linked to equity indices. Under U.S. GAAP, a certificate of deposit that pays interest based on changes on an equity index is...

  • Page 115
    ... rate, prepayment and foreign currency volatility. The Bancorp also holds derivatives instruments for the benefit of its commercial customers. For further information on derivative instruments, see Note 13. The Bancorp purchases life insurance policies on the lives of certain directors, officers...

  • Page 116
    ... borrowings Maximum month-end balance for the years ended December 31: Federal funds purchased Other short-term borrowings Amount $ 346 3,239 345 2,777 451 4,894 Rate 0.04% 0.09 0.11% 0.12 $ 2010 Amount 279 1,574 291 1,635 422 1,975 Rate 0.18% 0.14 0.17% 0.21 $ $ $ $ 114 Fifth Third Bancorp

  • Page 117
    ... associated with consolidated VIEs: Automobile loan securitizations: Fixed-rate notes Floating-rate notes Home equity securitization: Floating-rate notes Other Total (a) Qualify as Tier I capital for regulatory capital purposes. See Note 28 for further information. (b) Qualify as Tier II capital...

  • Page 118
    ...plan submitted under the Federal Reserve's 2011 CCAR. Pursuant to this plan, the Bancorp redeemed $452 million of certain trust preferred securities, at par, classified as long-term debt during 2011. The trust preferred securities redeemed related to the Fifth Third Capital Trust VII, First National...

  • Page 119
    ... business, enters into financial instruments and various agreements to meet the financing needs of its customers. The Bancorp also enters into certain transactions and agreements to manage its interest rate and prepayment risks, provide funding, equipment and locations for its operations and invest...

  • Page 120
    ...private mortgage insurance for newly originated mortgage loans. In the third quarter of 2010, the Bancorp allowed one of its third-party insurers to terminate its reinsurance agreement with the Bancorp, resulting in the Bancorp releasing collateral to the insurer in the form of investment securities...

  • Page 121
    ... approach in estimating credit losses for various categories of residential mortgage loans held in its loan portfolio. Margin accounts FTS, a subsidiary of the Bancorp, guarantees the collection of all margin account balances held by its brokerage clearing agent for the benefit of its customers. FTS...

  • Page 122
    ... sale of the Class B shares, recognition of the derivative liability and reversal of the net litigation reserve liability resulted in a pre-tax benefit of $288 million ($187 million after-tax) recognized by the Bancorp for the year ended December 31, 2009. In the second quarter of 2010, Visa funded...

  • Page 123
    ...notice was filed by the Company with the SEC on May 18, 2011. Trading in this security was halted by the NYSE shortly after this Form 8-K was filed and did not resume until May 19, 2011. The Trust Preferred Securities traded at prices above the redemption amount during the period Fifth Third Bancorp...

  • Page 124
    ...was filed. The Bancorp was neither a party to nor a participant in any trading of the Trust Preferred Securities during such period or thereafter. On May 25, 2011, the Bancorp announced it would voluntarily compensate persons who purchased these Trust Preferred Securities after the redemption notice...

  • Page 125
    ... lend, net of participations: Directors and their affiliated companies Executive officers Total Outstanding balance on loans, net of participations and undrawn commitments notification be sent to the Bancorp's Board of Directors. At December 31, 2011 and 2010, certain directors, executive officers...

  • Page 126
    ... on tax-exempt lending, income/charges on life insurance policies held by the Bancorp, and certain gains on sales of leases that are exempt from federal taxation. During 2010, the Bancorp settled its outstanding dispute with the IRS relating to a specific capital raising transaction. This favorable...

  • Page 127
    ... State net operating losses Other Total deferred tax assets Deferred tax liabilities: Lease financing Investments in joint ventures and partnership interests Other comprehensive income MSRs Bank premises and equipment State deferred taxes Other Total deferred tax liabilities Total net deferred...

  • Page 128
    ... cost during 2012 is $14 million. The estimated net prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2012 is immaterial to the Consolidated Financial Statements. 126 Fifth Third Bancorp

  • Page 129
    ... (Growth)(b) Equity securities (Value) Total equity securities Mutual and exchange traded funds: Money market funds International funds Commodity funds Total mutual and exchange traded funds Debt securities: U.S. Treasury obligations Agency mortgage backed Non-agency mortgage backed Corporate bonds...

  • Page 130
    ... CONSOLIDATED FINANCIAL STATEMENTS 2010 ($ in millions) Equity Securities: Equity securities (Growth)(b) Equity securities (Value) Total equity securities Mutual and exchange traded funds: Money market funds International funds Commodity funds Total mutual and exchange traded funds Debt securities...

  • Page 131
    ...-average asset allocation Equity securities Bancorp common stock Total equity securities(a) Total fixed income securities Cash Total (a) Includes mutual and exchange traded funds. Targeted range 2011 74 % 2 76 21 3 100 % 70-80% 20-25 0-5 2010 72 2 74 23 3 100 The risk tolerance for the plan is...

  • Page 132
    ... derivatives Defined benefit plans: Net prior service cost Net actuarial loss Defined benefit plans, net Total 2009 Unrealized holding gains on available-for-sale securities arising during period Reclassification adjustment for net gains included in net income Reclassification adjustment related to...

  • Page 133
    ... net income available to common shareholders of $35 million, calculated as the difference between the carrying amount of the Series G preferred stock exchanged and the sum of the fair value of the common stock plus cash delivered. As a result of this exchange, the Bancorp increased its common equity...

  • Page 134
    ... Bancorp's equity compensation plans as of December 31, 2011: Plan Category (shares in thousands) Equity compensation plans approved by shareholders SARs Restricted stock Stock options (c) Phantom stock units Performance units Employee stock purchase plan Total Shares Number of Shares to be Issued...

  • Page 135
    ... Bancorp's common stock. The expected dividend yield is based on annual dividends divided by the Bancorp's stock price. Annual dividends are based on projected dividends, estimated using a historical long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate...

  • Page 136
    ... issued under the Bancorp's 2008 Incentive Compensation Plan. The number of phantom stock units was determined each pay period by dividing the amount of salary to be paid in phantom stock units for that pay period, by the reported closing price of the Bancorp's 134 Fifth Third Bancorp common stock...

  • Page 137
    ... income: Operating lease income Equity method income from interest in Vantiv Holding, LLC BOLI income (loss) Cardholder fees Net gain from warrant and put options associated with sale of the processing business Gain on loan sales Consumer loan and lease fees Insurance income Banking center income...

  • Page 138
    ... 2011 Average Per Share Shares Amount 2010 Average Per Share Shares Amount 2009 Average Per Share Shares Amount (in millions, except per share data) Earnings per share: Net income attributable to Bancorp Dividends on preferred stock Net income available to common shareholders Less: Income allocated...

  • Page 139
    ... and debentures Other securities Trading securities Residential mortgage loans held for sale Residential mortgage loans(b) Derivative assets: Interest rate contracts Foreign exchange contracts Equity contracts Commodity contracts Derivative assets Total assets Liabilities: Derivative liabilities...

  • Page 140
    ... 31, 2011 and 2010, the Bancorp measured fair value using a discount rate based on the assumed holding period. Residential mortgage loans held for sale and held for investment For residential mortgage loans held for sale, fair value is estimated based upon mortgage-backed securities prices and...

  • Page 141
    ... held for sale to held for investment, the fair value estimation is based on mortgage-backed securities prices and a credit component that is based on internally developed loss rate models. Therefore, these loans are classified within Level 3 of the valuation hierarchy. Derivatives Exchange-traded...

  • Page 142
    ... income Purchases, sales, issuances, and settlements, net Transfers into Level 3(b) Ending balance The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at December 31, 2009(c) $ Fair Value...

  • Page 143
    ...of Income as follows: ($ in millions) Interest income Mortgage banking net revenue Corporate banking revenue Other noninterest income Securities losses, net Other noninterest expense Total (losses) gains 2011 37 1 (45) (7) 2010 60 1 (15) 46 2009 11 (7) 1 20 (5) (4) 16 $ $ Fifth Third Bancorp 141

  • Page 144
    ... due to declines in real 142 Fifth Third Bancorp estate values of the OREO properties. These losses include $100 million in losses, recorded as charge-offs, on new OREO properties transferred from loans during the period and $71 million in losses, recorded in other noninterest income, attributable...

  • Page 145
    ... construction loans Commercial leases Residential mortgage loans(a) Home equity Automobile loans Credit card Other consumer loans and leases Unallocated allowance for loan and lease losses Total portfolio loans and leases, net(a) Financial liabilities: Deposits Federal funds purchased Other short...

  • Page 146
    ... construction loans Commercial leases Residential mortgage loans(a) Home equity Automobile loans Credit card Other consumer loans and leases Unallocated allowance for loan and lease losses Total portfolio loans and leases, net(a) Financial liabilities: Deposits Federal funds purchased Other short...

  • Page 147
    ...additional oversight, regulations and requirements as mandated by the Federal Deposit Insurance Act. The Bancorp and its banking subsidiary, Fifth Third Bank (Ohio), had Tier I, Total risk-based capital and Tier I leverage ratios above the well-capitalized levels at December 31, 2011 and 2010. As of...

  • Page 148
    ... paid dividends, to the Bancorp's direct non-bank subsidiary holding company of $2.0 billion, $1.4 billion, and $0 for the years ended 2011, 2010, 2009, ($ in millions) Condensed Balance Sheets (Parent Company Only) As of December 31 Assets Cash Short-term investments Loans to subsidiaries: Bank...

  • Page 149
    ... income taxes Decrease (Increase) in undistributed earnings Net change in: Other assets Accrued expenses and other liabilities Other, net Net Cash Provided by Operating Activities Investing Activities Capital contributions to subsidiaries Bank subsidiaries Net change in: Short-term investments Loans...

  • Page 150
    .... Additionally, the Bancorp retained its retail credit card and commercial multi-card service businesses, which were also originally reported in the former Processing Solutions segment through June 30, 2009, and are included in the Branch Banking and Commercial Banking segments, respectively...

  • Page 151
    ... FINANCIAL STATEMENTS 2011 ($ in millions) Net interest income Provision for loan and lease losses Net interest income after provision for loan and lease losses Noninterest income: Mortgage banking net revenue Service charges on deposits Investment advisory revenue Corporate banking revenue Card...

  • Page 152
    ... FINANCIAL STATEMENTS 2010 ($ in millions) Net interest income Provision for loan and lease losses Net interest income (loss) after provision for loan and lease losses Noninterest income: Mortgage banking net revenue Service charges on deposits Corporate banking revenue Investment advisory...

  • Page 153
    ... for loan and lease losses Noninterest income: Mortgage banking net revenue Service charges on deposits Investment advisory revenue Corporate banking revenue Card and processing revenue Gain on sale of Vantiv Holding, LLC Other noninterest income Securities gains (losses), net Securities gains, net...

  • Page 154
    ... V 7.25% Trust Preferred Securities of Fifth Third Capital Trust VI 10-K Cross Reference Index PART I 17-19, 153-158 Item 1. Business Employees 37 Segment Information 39-44, 148-151 Average Balance Sheets 33 Analysis of Net Interest Income and Net Interest Income Changes 32-44 Investment Securities...

  • Page 155
    ...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...

  • Page 156
    ... for bank holding companies to pay dividends unless a bank holding company' s net income is sufficient to fund the dividends and the expected rate of earnings retention is consistent with the organization' s capital needs, asset quality and overall financial condition. The ability to pay dividends...

  • Page 157
    ... anti-money laundering, compliance, suspicious activity and currency transaction reporting and due diligence on customers. The Patriot Act and its underlying regulations also permit information sharing for counter-terrorist purposes between federal law enforcement agencies and financial institutions...

  • Page 158
    ... compensation that is payable to named executive officers in connection with sale transactions. The Dodd-Frank Act requires the SEC to issue rules directing the stock exchanges to prohibit listing classes of equity securities if a company' s compensation committee members are not independent...

  • Page 159
    ` executive officers and their financial performance, taking into account any change in the value of the shares of a company' s stock and dividends or distributions. The Dodd-Frank Act provides that the SEC must issue rules directing the stock exchanges to prohibit listing any security of a company ...

  • Page 160
    ... and its plans to make capital distributions will be assessed against a number of criteria, including projected performance under stress scenarios. 158 Fifth Third Bancorp In December 2011, the FRB issued proposed rules to strengthen regulation and supervision of large bank holding companies and...

  • Page 161
    ... the Executive Vice President and Chief Information Officer of the Bancorp since June 2003. Todd Clossin, 50. Executive Vice President and Chief Administrative Officer of the Bancorp since December 2011. Previously, Mr. Clossin was the President and CEO of Fifth Third Bank (Northeastern Ohio) since...

  • Page 162
    ...PURCHASES OF EQUITY SECURITIES The Bancorp' s common stock is traded in the over-the-counter market and is listed under the symbol "FITB" on the NASDAQ® Global Select Market System. High and Low Stock Prices and Dividends Paid Per Share 2011 Fourth Quarter Third Quarter Second Quarter First Quarter...

  • Page 163
    .... Total Return Analysis The graphs below summarize the cumulative return experienced by the Bancorp's shareholders over the years 2007 through 2011, and 2002 through 2011, respectively, compared to the S&P 500 Stock and the S&P Banks indices. FIFTH THIRD BANCORP VS. MARKET INDICES Fifth Third...

  • Page 164
    ...Annual Report on Form 10-K. 2.1 Master Investment Agreement (excluding exhibits and schedules) dated as of March 27, 2009 and amended as of June 30, 2009, among Fifth Third Bank, Fifth Third Financial Corporation, Advent-Kong Blocker Corp., FTPS Holding, LLC and Fifth Third Processing Solutions, LLC...

  • Page 165
    ... Preferred Securities of Fifth Third Capital Trust V (liquidation amount $25 per Trust Preferred Security). Incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2007. Guarantee Agreement, dated as of August 8, 2007 between Fifth Third Bancorp...

  • Page 166
    ...' s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 6, 2008. (2) Deposit Agreement dated June 25, 2008, between Fifth Third Bancorp, Wilmington Trust Company, as depositary and conversion agent and American Stock Transfer and Trust Company, as transfer agent, and...

  • Page 167
    ... 2009 among Fifth Third Processing Solutions, LLC, FTPS Holding, LLC, Card Management Company, LLC, Fifth Third Holdings, LLC and Fifth Third Bank. Incorporated by reference to the Registrant' s Current Report on Form 8-K filed with the Commission on July 2, 2009. Registration Rights Agreement dated...

  • Page 168
    ... duly authorized. FIFTH THIRD BANCORP Registrant /s/ Kevin T. Kabat Kevin T. Kabat President and CEO Principal Executive Officer February 29, 2012 Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed on February 29, 2012 by the following persons on behalf of...

  • Page 169
    ...Federal funds sold and interest-bearing deposits in banks are combined in other short-term investments in the Consolidated Financial Statements. Adjusted for accounting guidance related to the calculation of earnings per share, which was adopted retroactively on January 1, 2009. Fifth Third Bancorp...

  • Page 170
    ...M&T Bank Gary R. Heminger President & CEO Marathon Petroleum Corporation Jewell D. Hoover Principal Hoover and Associates, LLC Kevin T. Kabat President & CEO Fifth Third Bancorp Mitchel D. Livingston, Ph.D. Vice President for Student Affairs & Chief Diversity Officer University of Cincinnati Michael...

  • Page 171
    ...81 Fifth Third's common stock is traded on the NASDAQ National Global Select Market under the symbol "FITB." CORPORATE AddREss Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 Website: www.53.com Telephone: 1-800-972-3030 TRAnsFER AgEnT American Stock Transfer and Trust Company...

  • Page 172
    www. 53 .com