Fifth Third Bank 2012 Annual Report Download

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ANNUAL REPORT
2012
STRAIGHTFORWARD
BANKING

Table of contents

  • Page 1
    ANNUAL REPORT 2012 STRAIGHTFORWARD BANKING

  • Page 2
    ..., 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 33% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in...

  • Page 3
    ... to build stronger customer relationships while benefiting from economies of scale without the complexity associated with being a mega-bank. We believe that these traits will be key to our success in 2013 and beyond. Kevin T. Kabat Vice Chairman and Chief Executive Officer 2012 ANNUAL REPORT | 1

  • Page 4
    ... were evident in our 2012 results. Net income available to common shareholders increased 41 percent compared with 2011 and Fifth Third earned a return on assets of 1.3 percent. High-quality loan growth, solid fee income production, expense discipline and credit improvement contributed to our strong...

  • Page 5
    ... over time and through acquisitions - to five core checking and three core savings products. We designed relationship-based alternatives that fit the way customers prefer to do business with us, and we simplified our service charges, eliminating certain daily overdraft and early account closure fees...

  • Page 6
    ...the mortgage business with NET INCOME AVAILABLE TO COMMON SHAREHOLDERS NET CHARGE-OFF RATIO TIER 1 COMMON EQUITY* 9.4% 9.5% 7.5% $1,800 $1,541 $1,094 4.0% 3.5% 3.0% 10% 3.02% 9% 8% 7% 6% $1,200 2.5% 2.0% $600 $503 1.5% 1.0% 0.5% 1.49% 0.85% 5% 4% 3% 2% 1% 0% $0 0% 2010 2011 2012...

  • Page 7
    ... Bank, Institutional Services and Fifth Third Securities. This business benefits from a highly experienced sales force, a continued focus on attracting top talent, and growth in the number of profitable households. In the third quarter of 2012, we completed the sale of our money market mutual funds...

  • Page 8
    ..., straightforward and balanced approach, our Company will be an industry leader into the future. Sincerely, Kevin T. Kabat Vice Chairman and Chief Executive Officer February 2013 We believe we are well-positioned to continue the momentum reflected in a profitable 2012, and our business model has...

  • Page 9
    ... our customers in re-gaining financial stability. The pilot resulted in 40 percent of participants finding a full-time job, and we plan to expand the program in 2013. Young Bankers Club students visited a Fifth Third Banking Center in Central Ohio to learn check-writing basics. 2012 ANNUAL REPORT...

  • Page 10
    ... banking centers for checking and 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. Our Retail channels introduce Fifth Third to customers and...

  • Page 11
    ... solutions enable customers to achieve their goals. Mortgages, home equity loans and lines, student loans, and auto loans that are originated through a network of auto dealers positively impact not only our customers, but also the communities in which they live. CUSTOMER FOCUS Buying a car or house...

  • Page 12
    ... in annual revenue to some of the world's largest companies, our bankers are valued partners in our customers' financial success. We offer traditional lending and depository products as well as global cash management, foreign exchange and international trade finance, derivatives and capital markets...

  • Page 13
    ... of their lives, offering retirement, investment and education planning, managed money, annuities and transactional brokerage services. • F ifth Third Insurance helps clients minimize risk and protect wealth through insurance products and services such as life insurance, long-term...

  • Page 14
    ... in affordable housing and community redevelopment projects through the Fifth Third Community Development Corporation, and funded economic growth through investments of $977,500 through our Enterprise Investment Fund. The 2012 Corporate Social Responsibility Report will be available in May 2013. 12

  • Page 15
    ...or the results of operations of Vantiv, LLC from Fifth Third; (21) loss of income from any sale or potential sale of businesses that could have an adverse effect on Fifth Third's earnings and future growth; (22) ability to secure confidential information and deliver products and services through the...

  • Page 16
    ... C&I: Commercial and Industrial CPP: Capital Purchase Program CRA: Community Reinvestment Act DCF: Discounted Cash Flow DIF: Deposit Insurance Fund ERISA: Employee Retirement Income Security Act ERM: Enterprise Risk Management ERMC: Enterprise Risk Management Committee EVE: Economic Value of Equity...

  • 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, other short-term borrowings and long-term debt. 15 Fifth Third Bancorp

  • Page 18
    ... Bancorp or Vantiv, Inc. As a result, the Board of Directors authorized the Bancorp to repurchase up to 100 million common shares in the open market or in privately negotiated transactions. In addition, in the third quarter of 2012 the Bancorp declared a quarterly common dividend of $0.10 16 Fifth...

  • Page 19
    ...recorded as an adjustment to the basis in the treasury shares purchased on the acquisition date. Following the sale of a portion of the Bancorp's shares of Class A Vantiv, Inc. common stock, the Bancorp entered into an accelerated share repurchase transaction on December 14, 2012 with a counterparty...

  • Page 20
    ... OPERATIONS Legislative Developments On July 21, 2010, the Dodd-Frank Act was signed into federal 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
    ... noninterest income partially offset by a decrease in card and processing revenue. Mortgage banking net revenue increased $248 million, or 41%, primarily due to an increase in origination fees and gains on loan sales partially offset by an increase in losses on net valuation adjustments on servicing...

  • Page 22
    ... to investors may be limited. As a result, the Bancorp encourages readers to consider its Consolidated Financial Statements in their entirety and not to rely on any single financial measure. The banking regulators issued proposed capital rules (Basel III) in June of 2012 that would substantially...

  • Page 23
    ... residential mortgage, home equity, past due loans, foreign banks and certain commercial real estate; (3) higher risk weighting for mortgage servicing rights and deferred tax assets that are under certain thresholds as a percent of Tier I capital; (4) incremental capital requirements for stress VaR...

  • Page 24
    ... loans; changes in loan mix; credit score migration comparisons; asset quality trends; risk management and loan administration; changes in the internal lending policies and credit standards; collection practices; and examination results from bank regulatory agencies and the Bancorp's internal credit...

  • Page 25
    ...adjusts its valuation allowance as necessary to adequately reserve for impairment in the servicing portfolio. For purposes of measuring impairment, the mortgage servicing rights are stratified into classes based on the financial asset type (fixed rate vs. adjustable rate) and 23 Fifth Third Bancorp

  • Page 26
    ... from agency mortgage-backed securities market rates and observable discount rates. For residential mortgage loans reclassified from held for sale to held for investment, the fair value estimation is based on mortgage-backed securities prices, interest rate risk and an internally developed credit...

  • Page 27
    ... in a business combination. The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. This assignment process is only performed for purposes of testing goodwill for impairment. The Bancorp does not adjust the...

  • Page 28
    ... properties. A portion of Fifth Third's residential mortgage and commercial real estate loan portfolios are comprised of borrowers in Florida, whose markets have been particularly adversely affected by job losses, declines in real estate value, declines in home sale volumes, and declines in new home...

  • Page 29
    ...the capital markets; the loss of customer deposits to alternative investments; inability to sell or securitize loans or other assets, and reductions in one or more of Fifth Third's credit ratings. A reduced credit rating could adversely affect Fifth Third's ability to borrow funds and raise the cost...

  • Page 30
    ...lower cost source of funding. Checking and savings account balances and other forms of customer deposits may decrease when customers perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. Fifth Third may have more credit risk and higher credit losses...

  • Page 31
    ... the SEC proposed such rules in April 2011. In addition, in June 2012, the SEC issued final rules to implement Dodd-Frank's requirement that the SEC direct the national securities exchanges to adopt certain listing standards related to the compensation committee of a company's board of directors as...

  • Page 32
    ... credit card numbers and related information could result in losing the customers' confidence and thus the loss of their business as well as additional significant costs for privacy monitoring activities. Fifth Third's necessary dependence upon automated systems to record and process its transaction...

  • Page 33
    ... and share repurchases. The Bancorp's banking subsidiary must remain well-capitalized, well-managed and maintain at least a "Satisfactory" CRA rating for the Bancorp to retain its status as a financial holding company. Failure to meet these requirements could result in the FRB placing limitations or...

  • Page 34
    ... its operations and limit the businesses in which Fifth Third may engage. These laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance funds. The impact of any changes to laws and regulations or other actions...

  • Page 35
    ...and private rights of action). Depending on the final rules that relate to Fifth Third's swaps businesses, the nature and extent of those businesses may change. Financial institutions may be required, regardless of risk, to pay taxes or other fees to the U.S. Treasury. Such taxes or other fees could...

  • Page 36
    ...regulatory action against Fifth Third could materially adversely affect its business, financial condition or results of operations and/or cause significant reputational harm to its business. Fifth Third's ability to pay or increase dividends on its common stock or to repurchase its capital stock is...

  • Page 37
    ... rate spread for the years ended December 31, 2012, 2011 and 2010. Nonaccrual loans and leases and loans held for sale have been included in the average loan and lease balances. Average outstanding securities balances are based on amortized cost with any unrealized gains or losses on available...

  • Page 38
    ... OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 4: CONSOLIDATED AVERAGE BALANCE SHEET AND ANALYSIS OF NET INTEREST INCOME For the years ended December 31 2012 2011 2010 Average Average Average Average Revenue/ Yield/ Average Revenue/ Yield/ Revenue/ Yield/ ($ in millions) Balance Cost Rate...

  • Page 39
    ...) (271) Total change in interest income $ 158 (269) (111) $ 13 (284) (271) Liabilities and Equity Interest-bearing liabilities: Interest checking $ 9 (9) $ 2 (5) (3) Savings (30) (30) 11 (51) (40) Money market (1) (2) (3) 1 (6) (5) Foreign office deposits (6) (6) (2) (2) Other time deposits (38) (34...

  • Page 40
    ...December 31 ($ in millions) Mortgage banking net revenue Service charges on deposits Corporate banking revenue Investment advisory revenue Card and processing revenue Gain on sale of the processing business Other noninterest income Securities gains (losses), net Securities gains, net, non-qualifying...

  • Page 41
    ... processing business Equity method income from interest in Vantiv Holding, LLC Operating lease income Cardholder fees BOLI income Banking center income Insurance income Consumer loan and lease fees Gain on loan sales TSA revenue Loss on swap associated with the sale of Visa, Inc. class B shares Loss...

  • Page 42
    ... mortgage repurchase and file requests. As such, the Bancorp was able to better estimate the losses that are probable on loans sold to FHLMC with representation and warranty provisions. Debt extinguishment costs increased by $177 million in 2012 compared to 2011. During the third quarter of 2012...

  • Page 43
    ...TABLE 11: APPLICABLE INCOME TAXES For the years ended December 31 ($ in millions) Income (loss) before income taxes Applicable income tax expense (benefit) Effective tax rate $ 2012 2,210 636 28.8 % 2011 1,831 533 29.1 2010 940 187 19.8 2009 767 30 3.9 2008 (2,664) (551) 20.7 41 Fifth Third Bancorp

  • Page 44
    ...Corporate and Other. The Bancorp adjusts the FTP charge and credit rates as dictated by changes in interest rates for various interest-earning assets and interest-bearing liabilities. The credit rate provided for demand deposit accounts is reviewed annually based upon the account type, its estimated...

  • Page 45
    ... lending fees, lease remarketing fees and institutional sales. Service charges on deposits increased from 2011 primarily due to new customer relationships. The increase in other noninterest income was primarily due to a decrease in net losses and valuation adjustments recognized on the sale of loans...

  • Page 46
    ...management services. Branch Banking Branch Banking provides a full range of deposit and loan and lease products to individuals and small businesses through 1,325 fullservice Banking Centers. Branch Banking offers depository and loan products, such as checking and savings accounts, home equity loans...

  • Page 47
    ... growth in transaction accounts due to excess customer liquidity and historically low interest rates outpaced the runoff of higher priced other time deposits. Comparison of 2011 with 2010 Net income increased $5 million compared to 2010, driven by a decline in the provision for loan and lease losses...

  • Page 48
    ...asset management services and previously advised 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 provides advisory services for...

  • Page 49
    ... improvements in credit quality and declines in net charge-offs. Net interest income increased from $321 million in 2011 to $370 million for 2012 due to a benefit in the FTP rate. The change in net income compared to the prior year was impacted by a $157 million gain on the sale of Vantiv, Inc...

  • Page 50
    ... 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 51
    ... private client services and institutional trust fees, which benefited from improvement in equity and bond market values, partially offset by lower mutual fund fees largely due to the sale of certain Fifth Third funds in the third quarter of 2012. Card and processing revenue of $66 million increased...

  • Page 52
    ... cost deposits. Noninterest income decreased $274 million, or 10%, in 2011 compared to 2010 primarily as the result of a $152 million litigation settlement related to one of the Bancorp's BOLI policies during the third quarter of 2010, a $54 million decrease in service charges on deposits primarily...

  • Page 53
    ... and competitive pricing, enhanced customer service with our dealership network, and disciplined sales execution. Credit card loans increased $119 million, or six percent, from December 31, 2011 driven by strong new account originations and modest attrition rates. Home equity loans decreased $701...

  • Page 54
    ... Statements for the Bancorp's methodology for both classifying investment securities and management's evaluation of securities in an unrealized loss position for OTTI. At December 31, 2012, the Bancorp's investment portfolio consisted primarily of AAA-rated available-for-sale securities. The Bancorp...

  • Page 55
    ... Interest checking Savings Money market Foreign office Transaction deposits Other time Core deposits Certificates - $100,000 and over Other Total deposits by improving customer satisfaction, building full relationships and offering competitive rates. Core deposits represented 71% of the Bancorp...

  • Page 56
    ... liquid transaction accounts. Included in core deposits are foreign office deposits, which are primarily Eurodollar sweep accounts from the Bancorp's commercial customers. These accounts bear interest rates at slightly higher than money market accounts and unlike repurchase agreements the Bancorp...

  • Page 57
    ...ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS TABLE 26: BORROWINGS As of December 31 ($ in millions) Federal funds purchased Other short-term borrowings Long-term debt Total borrowings $ $ 2012 901 6,280 7,085 14,266 2011 346 3,239 9,682 13,267 2010 279 1,574 9,558 11,411 2009 182...

  • Page 58
    ...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 59
    ... Standard Update-Financial Instruments-Credit Losses (Subtopic 825-15) issued on December 20, 2012. Scoring systems, various analytical tools and delinquency monitoring are used to assess the credit risk in the Bancorp's homogenous consumer and small business loan portfolios. 57 Fifth Third Bancorp

  • Page 60
    ... portfolio is managed and monitored through an underwriting process utilizing detailed origination policies, continuous loan level reviews, monitoring of industry concentration and product type limits and continuous portfolio risk management reporting. The origination policies for commercial real...

  • Page 61
    ... LOAN AND LEASE PORTFOLIO (EXCLUDING LOANS HELD FOR SALE) 2012 As of December 31 ($ in millions) Outstanding Exposure Nonaccrual Outstanding By industry: Manufacturing $ 9,982 18,414 58 $ 9,020 Real estate 5,588 6,840 198 6,274 Financial services and insurance 4,886 12,062 54 4,596 Business services...

  • Page 62
    ...of each of the categories of loans (excluding loans held for sale) by state as of December 31, 2012 and 2011: TABLE 33: NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE(a) As of December 31, 2012 ($ in millions) By State: Ohio Michigan Florida Illinois Indiana North Carolina All other states Total (a) For...

  • Page 63
    ... 27 13 10 9 14 96 Net Charge-offs 22 7 12 7 3 4 1 56 $ $ Homebuilder and Developer loans, exclusive of commercial and industrial loans with an outstanding balance of $136 and a total exposure of $222 are also included in Table 34: Non-Owner Occupied Commercial Real Estate. 61 Fifth Third Bancorp

  • Page 64
    ... 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 in...

  • Page 65
    ... 31, 2012 and 2011, respectively. The Bancorp actively manages lines of credit and makes reductions in lending limits when it believes it is necessary based on FICO score deterioration and property devaluation. The Bancorp does not routinely obtain appraisals on performing loans to update LTV ratios...

  • Page 66
    ...RESULTS OF OPERATIONS The Bancorp believes that home equity loans with a greater than 80% combined LTV ratio present a higher level of risk. The following table provides an analysis of the home equity loans outstanding in a first and second lien position by LTV at origination: TABLE 41: HOME EQUITY...

  • Page 67
    ...businesses as well as foreign financial institutions. These financial transactions are in the form of loans, loan commitments, letters of credit, derivatives and securities. The Bancorp's risk appetite for foreign country exposure is managed by having established country exposure limits. The Bancorp...

  • Page 68
    ...2012. The Bancorp recognized $74 million and $171 million in losses on the sale or write-down of OREO properties in 2012 and 2011, respectively. These losses are primarily reflective of the continued stress in the Michigan and Florida markets for commercial real estate and residential mortgage loans...

  • Page 69
    ... 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, 2012, 2011, 2010, 2009, and...

  • Page 70
    ... adopted by the Bancorp's regulators, would result in additional charge-offs of approximately $70 million as well as additional TDRs and possible increases to nonperforming assets. As of December 31, 2012 ($ in millions) Commercial Residential mortgages(a) Home equity Credit card Automobile and...

  • Page 71
    ... average loss recorded per charge-off. The Bancorp's combined Florida and Michigan markets accounted for 66% and 58% of net charge-offs on residential mortgage loans in the portfolio in 2012 and 2011, respectively. Fifth Third expects the composition of the residential mortgage portfolio to improve...

  • Page 72
    ...): 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 off 2012...

  • Page 73
    ... in the risk ratings or loss rates. Given current processes employed by the Bancorp, management believes the risk grades and estimated loss rates currently assigned are appropriate. 2012 $ 2,255 (837) 133 303 1,854 2011 3,004 (1,314) 142 423 2,255 2010 3,749 45 (2,485) 157 1,538 3,004 2009 2,787...

  • Page 74
    ... on loan demand, credit losses, mortgage originations, the value of servicing rights and other sources of the Bancorp's earnings. Stability of the Bancorp's net income is largely dependent upon the effective management of interest rate risk. Management continually reviews the Bancorp's balance sheet...

  • Page 75
    ... sensitive position compared to December 31, 2011. The primary factors contributing to the change are the decline in market interest rates over this time period, growth in core deposits and changes in the MSR risk profile, partially offset by the impact of an increase in fixed rate loan balances...

  • Page 76
    ... 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 a result of changing interest rates. Mortgage rates...

  • Page 77
    .... A majority of the longterm, fixed-rate single-family residential mortgage loans underwritten according to FHLMC or FNMA guidelines are sold for cash upon origination. Additional assets such as residential mortgages, certain commercial loans, home equity loans, automobile 75 Fifth Third Bancorp

  • Page 78
    ... to access the credit markets and increase its borrowing costs, thereby adversely impacting the Bancorp's financial condition and liquidity. Key factors in maintaining high credit ratings include a stable and diverse earnings stream, strong credit quality, strong capital ratios and diverse funding...

  • Page 79
    .... As a result of the FRB's non-objection to the Bancorp's capital plan resubmitted under the CCAR process, on August 21, 2012, Fifth Third's Board of Directors authorized the Bancorp to repurchase up to 100 million shares of its outstanding common stock in the open market or in privately negotiated...

  • Page 80
    ...recorded as an adjustment to the basis in the treasury shares purchased on the acquisition date. Following the sale of a portion of the Bancorp's shares of Class A Vantiv, Inc. common stock, the Bancorp entered into an accelerated share repurchase transaction on December 14, 2012 with a counterparty...

  • Page 81
    ... in the Bancorp's Consolidated Balance Sheets. During the third and fourth quarters of 2012, the Bancorp received additional information from FHLMC regarding their file selection criteria. As a result of these communications, the Bancorp was able to better estimate the probable losses on certain...

  • Page 82
    ...to Consolidated Financial Statements. Includes rental commitments. Includes low-income housing, historic tax investments and market tax credits. Represents agreements to purchase goods or services and includes commitments to various general contractors for work related to banking center construction...

  • Page 83
    .... Based on this evaluation, there has been no such change during the year covered by this report. Kevin T. Kabat Vice Chairman and Chief Executive Officer February 22, 2013 Daniel T. Poston Executive Vice President and Chief Financial Officer February 22, 2013 81 Fifth Third Bancorp

  • Page 84
    ... financial statements. Cincinnati, Ohio February 22, 2013 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, 2012 and 2011, and the related...

  • Page 85
    ... Bancorp shareholders' equity 13,716 13,201 Noncontrolling interests 48 50 Total Equity 13,764 13,251 Total Liabilities and Equity $ 121,894 116,967 (a) At December 31, 2012 and 2011, includes $0 and $30 of cash, $0 and $7 of other short-term investments, $50 and $50 of commercial mortgage loans...

  • Page 86
    ... loan and lease losses Net Interest Income After Provision for Loan and Lease Losses Noninterest Income Mortgage banking net revenue Service charges on deposits Corporate banking revenue Investment advisory revenue Card and processing revenue Other noninterest income Securities gains, net Securities...

  • Page 87
    ... pension plans: Net actuarial loss (gain) arising during period Other comprehensive (loss) income Comprehensive income Less: Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to Bancorp See Notes to Consolidated Financial Statements. $ 2012 1,574 2011...

  • Page 88
    ... treasury shares issued Restricted stock grants Noncontrolling interests Other Balance at December 31, 2011 Net income Other comprehensive loss Cash dividends declared: Common stock at $0.36 per share Common Preferred Stock Stock $ 1,779 3,609 Bancorp Shareholders' Equity Accumulated Other Capital...

  • Page 89
    ... Net change in: Core deposits Certificates - $100,000 and over, including other foreign office Federal funds purchased Other short-term borrowings Dividends paid on common shares Dividends paid on preferred shares Proceeds from issuance of long-term debt Repayment of long-term debt Repurchases of...

  • Page 90
    ... 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 91
    ...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 collection...

  • Page 92
    ... at fair value, which is based on mortgage-backed securities prices, interest rate risk and an internally developed credit component. 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 OREO...

  • Page 93
    ... financial asset type (fixed rate vs. adjustable rate) and interest rates. Fees received for servicing loans owned by investors are based on a percentage of the outstanding monthly principal balance of such loans and are included in noninterest income in the Consolidated Statements of Income as loan...

  • Page 94
    ... estimated amount due to taxing jurisdictions and are reported in accrued taxes, interest and expenses in the Consolidated Balance Sheets. The Bancorp evaluates and assesses the relative risks and appropriate tax treatment of transactions and filing positions after considering 92 Fifth Third Bancorp...

  • Page 95
    ... based on a fee charged per transaction processed and/or a fee charged on the market value of average account balances associated with individual contracts. The Bancorp recognizes revenue from its card and processing services on an accrual basis as such services are performed, 93 Fifth Third Bancorp

  • Page 96
    ... card associations) not controlled by the Bancorp. The Bancorp purchases life insurance policies on the lives of certain directors, officers and employees and is the owner and beneficiary of the policies. The Bancorp invests in these policies, known as BOLI, to provide an efficient form of funding...

  • Page 97
    ... Income taxes Transfers: Portfolio loans to held for sale loans Held for sale loans to portfolio loans Portfolio loans to OREO Held for sale loans to OREO Impact of change in accounting principle: Decrease in available-for-sale securities, net Increase in portfolio loans Decrease in demand deposits...

  • Page 98
    ... the same consistently applied capital actions noted above, and to provide information related to risks included in its stress testing; a summary description of the methodologies used; estimates of aggregate pre-provision net revenue, losses, provisions, and pro forma capital ratios at the end of...

  • Page 99
    ... 2012 and 2011, the Bancorp did not recognize OTTI on any of its available-for-sale equity securities. In addition, for the year ended December 31, 2010, OTTI recognized on available-for-sale equity securities was immaterial to the Bancorp's Consolidated Financial Statements. 97 Fifth Third Bancorp

  • Page 100
    ...in which the Bancorp has banking centers and are primarily located in the Midwestern and Southeastern regions of the United States. The Bancorp's commercial loan portfolio consists of lending to various industry types. Management periodically reviews the performance of its loan and lease products to...

  • Page 101
    ... value write-downs related to commercial leases are recorded in corporate banking revenue in the Consolidated Statements of Income. The Bancorp recognized no residual value write-downs relating to consumer automobile leases in 2012 and 2011. At December 31, 2012, the minimum future lease payments...

  • Page 102
    ... CONSOLIDATED FINANCIAL STATEMENTS The following tables provide a summary of the ALLL and related loans and leases classified by portfolio segment: Residential As of December 31, 2012 ($ in millions) Commercial Mortgage ALLL:(a) Individually evaluated for impairment $ 95 137 Collectively evaluated...

  • Page 103
    ...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 collection...

  • Page 104
    ...9 30 200 $ Excludes $65 of loans measured 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...

  • Page 105
    ... individual review as of December 31, 2012: Unpaid As of December 31, 2012 Principal Recorded ($ in millions) Balance Investment Allowance With a related allowance recorded: Commercial: Commercial and industrial loans $ 263 194 65 Commercial mortgage owner-occupied loans 54 43 5 Commercial mortgage...

  • Page 106
    ... mortgage loans Restructured consumer: Home equity Automobile loans Credit card Other consumer loans and leases Total impaired loans $ During the year ended December 31, 2010, interest income of $74 million was recognized on impaired loans that had an average balance of $3.2 billion. 104 Fifth...

  • Page 107
    ... a reduction of the principal balance of the loan or the loan's accrued interest, that amount is charged off to the ALLL. At December 31, 2012, the Bancorp had $28 million in line of credit commitments and $25 million in letter of credit commitments to lend additional funds to borrowers whose terms...

  • Page 108
    ... loans Commercial construction loans Commercial leases 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. (b) Represents number of loans...

  • Page 109
    ... 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. $ 107 Fifth Third Bancorp

  • Page 110
    ... period, in addition to purchase accounting adjustments related to previous acquisitions. During the fourth quarter of 2008, the Bancorp determined that the Commercial Banking and Consumer Lending segments' goodwill carrying amounts exceeded their associated implied fair values by $750 million and...

  • Page 111
    ... FINANCIAL STATEMENTS 9. INTANGIBLE ASSETS Intangible assets consist of mortgage servicing rights, core deposit intangibles, customer lists, non-compete agreements and cardholder relationships. Intangible assets, excluding servicing rights, are amortized on either a straight-line or an accelerated...

  • Page 112
    ... of home equity lines of credit to an isolated trust. Additionally, the Bancorp previously sold $2.7 billion of automobile loans to an isolated trust and conduits in three separate transactions. Each of these transactions isolated the related loans through the use of a VIE that, under accounting...

  • Page 113
    ...home equity transaction, an insurance policy with a third party guaranteeing payment of accrued and unpaid interest and principal on the securities. Interest rate risk was managed by interest rate swaps between the VIEs and third parties. CDC Investments CDC, a wholly owned subsidiary of the Bancorp...

  • Page 114
    ...of the funds' expected residual returns. Therefore, the Bancorp's investments in these funds were included as other securities in the Bancorp's Consolidated Balance Sheets. In the third quarter of 2012, the Bancorp sold certain assets relating to the management of Fifth Third money market funds. The...

  • Page 115
    ... Bancorp maintains a non-qualifying hedging strategy to manage a portion of the risk associated with changes in the value of the MSR portfolio. This strategy includes the purchase of freestanding derivatives and various available-for-sale securities. The interest income, mark-to-market adjustments...

  • Page 116
    ... At December 31, 2012 and 2011, the Bancorp serviced $62.5 billion and $57.1 billion, respectively, of residential mortgage loans for other investors. The value of MSRs that continue to be held by the Bancorp is subject to credit, prepayment and interest rate risks on the sold financial assets. At...

  • Page 117
    ... 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 as the Bancorp...

  • Page 118
    ...contracts related to held for sale mortgage loans 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 and other business purposes Free-standing derivatives - customer accommodation...

  • Page 119
    ... 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 120
    ... options to economically hedge the change in fair value of certain residential mortgage loans held for sale due to changes in interest rates. Interest rate lock commitments issued on residential mortgage loan commitments that will be held for sale are also considered free- 118 Fifth Third Bancorp

  • Page 121
    ...in an asset position at the time of default. The Bancorp monitors the credit risk associated with the underlying customers in the risk participation agreements through the same risk grading system currently utilized for establishing loss reserves in its loan and lease portfolio. Risk ratings of the...

  • Page 122
    ... a limited partner in private equity funds. The Bancorp has determined that these entities are VIEs and the Bancorp's investments represent variable interests. See Note 10 for further information. The Bancorp purchases life insurance policies on the lives of certain directors, officers and employees...

  • Page 123
    ... federal funds purchased and other shortterm borrowings. Federal funds purchased are excess balances in reserve accounts held at FRBs that the Bancorp purchased from A summary of short-term borrowings and weighted-average rates follows: 2012 ($ in millions) As of December 31: Federal funds purchased...

  • Page 124
    ... 31, 2012 and 2011, paid a rate of 2.72% and 2.84%, respectively. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amount of the notes will be due upon maturity on May 1, 2013. The notes are not subject to redemption at the Bancorp's 122 Fifth Third Bancorp

  • Page 125
    ... pay a fixed rate of 6.50% until 2017, then convert to a floating rate at three-month LIBOR plus 137 bps until 2047. Thereafter, the notes pay a floating rate at one-month LIBOR plus 237 bps. The obligations were issued to Fifth Third Capital Trust IV. Consistent with the 2012 CCAR plan, the Bancorp...

  • Page 126
    ... certain automobile loan and home equity securitizations and, effective January 1, 2010, these VIEs were consolidated in the Bancorp's Consolidated Financial Statements. On February 8, 2012, the Bancorp exercised cleanup call options on an automobile securitization conduit and an isolated trust and...

  • Page 127
    ...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 in its communities...

  • Page 128
    ... Balance Sheets. During 2009, the Bancorp suspended the practice of providing reinsurance of private mortgage insurance for newly originated mortgage loans. In the second quarter of 2011, the Bancorp allowed one of its third-party insurers to terminate its reinsurance agreement with the Bancorp...

  • Page 129
    ... 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 130
    ...in 2009, the Bancorp completed the sale of Visa, Inc. Class B shares for proceeds of $300 million. As part of this transaction the Bancorp entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B shares into...

  • Page 131
    ... five putative securities class action complaints were filed against the Bancorp and its Chief Executive Officer, among other parties. The five cases have been consolidated under the caption Local 295/Local 851 IBT Employer Group Pension Trust and Welfare Fund v. Fifth Third Bancorp. et al., Case No...

  • Page 132
    ... a range of possible losses in excess of the established reserve that cannot be estimated. Based on information currently available, advice of counsel, available insurance coverage and established reserves, the Bancorp believes that the eventual outcome of the actions against the Bancorp and/or its...

  • Page 133
    ... to the Bancorp's Board of Directors. At December 31, 2012 and 2011, certain directors, executive officers, principal holders of Bancorp common stock, associates of such persons, and affiliated companies of such persons were indebted, including undrawn commitments to lend, to the Bancorp's banking...

  • Page 134
    ... 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 135
    ... for 2008 and 2009 during the first quarter of 2012. As a result, all issues have been resolved with the IRS through 2009. The IRS is currently examining the Bancorp's 2010 and 2011 federal income tax returns. The statute of limitations for the Bancorp's federal income tax returns remains open for...

  • Page 136
    ...prior service cost Settlement Total recognized in other comprehensive income Total recognized in net periodic benefit cost and other comprehensive income 2012 $ 10 (13) 14 6 17 7 (14) (6) (13) $ 4 2011 11 (15) 11 1 6 14 50 (11) (1) (6) 32 46 2010 12 (14) 12 1 11 2 (12) (1) (11) - $ 134 Fifth Third...

  • Page 137
    ... 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: U.S. Treasury obligations Agency mortgage backed Non-agency...

  • Page 138
    ... securities Bancorp common stock Total equity securities(a) Total fixed income securities Cash(b) Total (a) (b) Targeted range 2012 76 % 1 77 20 3 100 % 70-80 % 20-25 0-5 2011 74 2 76 21 3 100 Includes mutual and exchange traded funds Cash held in a Fifth Third Money Market Fund. The risk...

  • Page 139
    ... fund and separately managed accounts by Fifth Third Bank, a subsidiary of the Bancorp. Plan assets included $3 million and $5 million of Bancorp common stock as of December 31, 2012 and 2011, respectively. Plan assets are not expected to be returned to the Bancorp during 2013. The Bancorp's profit...

  • Page 140
    ... Comprehensive Income Beginning Net Ending Balance Activity Balance ($ in millions) 2012 Unrealized holding losses on available-for-sale securities arising during period Reclassification adjustment for net gains included in net income Net unrealized gains on available-for-sale securities Unrealized...

  • Page 141
    ... Balance Sheet. On March 16, 2011, the Bancorp repurchased the warrant issued to the U.S. Treasury in connection with the CPP preferred stock investment at an agreed upon price of $280 million, which was recorded as a reduction to capital surplus in the Bancorp's Consolidated Financial Statements...

  • Page 142
    ...recorded as an adjustment to the basis in the treasury shares purchased on the acquisition date. Following the sale of a portion of the Bancorp's shares of Class A Vantiv, Inc. common stock, the Bancorp entered into an accelerated share repurchase transaction on December 14, 2012 with a counterparty...

  • Page 143
    ... 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 for periods within the contractual life of the SARs is based on the U.S. Treasury yield...

  • Page 144
    ... the Black-Scholes option-pricing model. There were no stock options granted during 2012, 2011 and 2010. The total intrinsic value of options exercised during 2012 was $1 million and was immaterial to the Bancorp's Consolidated Financial Statements in both 2011 and 2010. Cash received from options...

  • Page 145
    ... changes made in reaction to the TARP compensation rules. On February 22, 2011, the Bancorp redeemed its Series F preferred stock held by the U.S. Treasury under the CPP. As a result of this redemption, the last payment of phantom stock occurred in April of 2011. The phantom stock units were issued...

  • Page 146
    ... processing business Equity method income from interest in Vantiv Holding, LLC Operating lease income Cardholder fees BOLI income Banking center income Insurance income Consumer loan and lease fees Gain on loan sales TSA revenue Loss on swap associated with the sale of Visa, Inc. class B shares Loss...

  • Page 147
    ... 2012 Average Per Share Shares Amount 2011 Average Per Share Shares Amount 2010 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 148
    ... and political subdivisions Agency mortgage-backed securities Other bonds, notes 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...

  • Page 149
    ... and political subdivisions Agency mortgage-backed securities Other bonds, notes 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...

  • Page 150
    ... market data. This group also reviews trades in comparable benchmark securities and adjusts the values of loans as necessary. Consumer Credit Risk is responsible for the credit component of the fair value which is based on internally developed loss rate models that take into account historical loss...

  • Page 151
    ... December 31, 2012, $113 and $81, respectively, as of December 31, 2011, and $81 and $28, respectively, as of December 31, 2010. Includes residential mortgage loans held for sale that were transferred to held for investment. Includes interest income and expense. Due to a change in U.S. GAAP adopted...

  • Page 152
    ... a recurring basis: ($ in millions) Financial Instrument Residential mortgage loans IRLCs, net Stock warrants associated with the sale of the processing business Swap associated with the sale of Visa, Inc. Class B shares (a) Fair Value Valuation Technique $ 76 Loss rate model 60 177 Discounted cash...

  • Page 153
    ... of Business Finance Department, which reports to the Bancorp Chief Financial Officer, in conjunction with Accounting review all loan appraisal values, carrying values and vintages. Commercial loans held for investment During 2012 and 2011, the Bancorp recorded nonrecurring impairment adjustments to...

  • Page 154
    ... resulting MSR prices. OREO During 2012 and 2011, the Bancorp recorded nonrecurring adjustments to certain commercial and residential real estate properties classified as OREO and measured at the lower of carrying amount or fair value. These nonrecurring losses are primarily due to declines in real...

  • Page 155
    ... market rates and limited credit risk, carrying amounts approximate fair value. Those financial instruments include cash and due from banks, FHLB and FRB restricted stock, other short-term investments, certain deposits (demand, interest checking, savings, money market and foreign office deposits...

  • Page 156
    ...Bancorp's held-to-maturity securities are primarily composed of instruments that provide income tax credits as the economic return on the investment. The fair value of these instruments is estimated based on current U.S. Treasury tax credit rates. Loans held for sale Fair values for commercial loans...

  • Page 157
    ... certain actions by regulators that could have a direct material effect on the Consolidated Financial Statements of the Bancorp. Tier I capital consists principally of shareholders' equity including Tier I qualifying TruPS. It excludes unrealized gains and losses on available-for-sale securities and...

  • Page 158
    ... CONSOLIDATED FINANCIAL STATEMENTS 28. PARENT COMPANY FINANCIAL STATEMENTS Condensed Statements of Income (Parent Company Only) For the years ended December 31 ($ in millions) Income Dividends from subsidiaries: Consolidated bank subsidiaries(a) Consolidated nonbank subsidiary Interest on loans to...

  • Page 159
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Condensed Balance Sheets (Parent Company Only) As of December 31 ($ in millions) Assets Cash Short-term investments Loans to subsidiaries: Bank subsidiaries Nonbank subsidiaries Total loans to subsidiaries Investment in subsidiaries Nonbank subsidiaries ...

  • Page 160
    ... rate risk. In a rising rate environment, the Bancorp benefits from the widening spread between deposit costs and wholesale funding costs. However, the Bancorp's FTP system credits this benefit to deposit-providing businesses, such as Branch Banking and Investment Advisors, on a duration-adjusted...

  • Page 161
    ... FINANCIAL STATEMENTS 2012 ($ 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 Corporate banking revenue Investment advisory revenue Card...

  • Page 162
    ... 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 Corporate banking revenue Investment advisory revenue Card...

  • Page 163
    ... 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 revenue Card and processing revenue Other noninterest income Securities gains...

  • Page 164
    ... price of the Bancorp's common stock during the term of the Repurchase Agreement. The accelerated share repurchase will be treated as two separate transactions (i) the acquisition of treasury shares on the acquisition date and (ii) a forward contract indexed to the Bancorp's stock. 162 Fifth Third...

  • Page 165
    ... Address: 38 Fountain Square Plaza Cincinnati, Ohio 45263 Telephone: (800) 972-3030 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered: The NASDAQ Stock Market LLC The NASDAQ Stock Market LLC Title of each class: Common Stock, Without Par Value...

  • Page 166
    ...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 (the "FDIC") through the Deposit Insurance Fund. Refer to Exhibit 21 filed...

  • Page 167
    ... 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 may be further limited by...

  • Page 168
    ... its extension of credit to all affiliates to 20% of the banking subsidiary' s capital stock and surplus. Community Reinvestment Act The CRA generally requires insured depository institutions to identify the communities they serve and to make loans and investments and provide services that meet the...

  • Page 169
    ... their named 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...

  • Page 170
    ... in small business investment companies. Transactions on behalf of customers and in connection with certain underwriting and market making activities, as well as risk-mitigating hedging activities and certain foreign banking activities are also permitted. De minimus ownership of private equity or...

  • Page 171
    ... submit capital plans to the FRB on an annual basis. Under the final rules, the FRB annually will evaluate an institutions capital adequacy, internal capital adequacy, assessment processes and plans to make capital distributions such as dividend payments and stock repurchases. In November 2012, the...

  • Page 172
    ... banking centers are located in the states of Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, North Carolina, West Virginia, Pennsylvania, Missouri, and Georgia. The Bancorp' s significant owned properties are owned free from mortgages and major encumbrances. EXECUTIVE OFFICERS OF...

  • Page 173
    ..., RELATED STOCKHOLDER MATTERS AND ISSUER 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 2012 Fourth Quarter...

  • Page 174
    ... Analysis The graphs below summarize the cumulative return experienced by the Bancorp's shareholders over the years 2007 through 2012, and 2002 through 2012, respectively, compared to the S&P 500 Stock and the S&P Banks indices. FIFTH THIRD BANCORP VS. MARKET INDICES 172 Fifth Third Bancorp

  • Page 175
    ... Trust Agreement, dated as of March 20, 1997 of Fifth Third Capital Trust II, among Fifth Third Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, and the Administrative Trustees named therein. Incorporated by reference to Registrant' s Current Report on Form 8-K filed with...

  • Page 176
    ...March 30, 2007 of Fifth Third Capital Trust IV among Fifth Third Bancorp, as Sponsor, Wilmington Trust Company, as Property Trustee and Delaware Trustee, and the Administrative Trustees named therein. Incorporated by reference to Registrant's Quarterly Report on Form 10-Q filed for the quarter ended...

  • Page 177
    ... 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 as of March 21, 2012...

  • Page 178
    ...for accelerated share repurchase transaction dated December 14, 2012 between Fifth Third Bancorp and Credit Suisse International*** Computations of Consolidated Ratios of Earnings to Fixed Charges. Computations of Consolidated Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividend...

  • Page 179
    ... duly authorized. FIFTH THIRD BANCORP Registrant /s/ Kevin T. Kabat Kevin T. Kabat Vice Chairman and CEO Principal Executive Officer February 22, 2013 Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed on February 22, 2013 by the following persons on behalf...

  • Page 180
    ... 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. 178 Fifth Third Bancorp

  • Page 181
    ... M&T Bank Gary R. Heminger President & CEO Marathon Petroleum Corporation Jewell D. Hoover Principal & Bank Consultant Hoover and Associates, LLC Kevin T. Kabat Vice Chairman & CEO Fifth Third Bancorp Mitchel D. Livingston, Ph.D. Retired Vice President for Student Affairs & Chief Diversity Officer...

  • Page 182
    ... 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, OH 45263 Website: www.53.com Telephone: 1-800-972-3030 TRANSFER AGENT American Stock Transfer and Trust Company, LLC...

  • Page 183
    WWW.53.COM