Fifth Third Bank 2013 Annual Report Download - page 149

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
147 Fifth Third Bancorp
23. COMMON, PREFERRED AND TREASURY STOCK
The following is a summary of the share activity within common, preferred and treasury stock for the years ended:
Common Stock Preferred Stock Treasury Stock
($ in millions, except share data)
V
alue Shares
V
alue Shares
V
alue Shares
December 31, 2010 $ 1,779 801,504,188 $ 3,654 152,771 $ 130 5,231,666
Issuance of common shares 272 122,388,393 - - - -
Exchange of preferred shares, Series G - - - (1) - -
Redemption of preferred shares, Series F - - (3,408) (136,320) - -
A
ccretion from dividends on preferred shares, Series F - - 153 - - -
Impact of stock transactions under stock compensation plans, net - - - - (65) (1,093,116)
Other - - (1) (1) (50,405)
December 31, 2011 $ 2,051 923,892,581 $ 398 16,450 $ 64 4,088,145
Shares acquired for treasury - - - - 627 42,424,014
Impact of stock transactions under stock compensation plans, net - - - - (54) (4,654,165)
Other - - - - (3) (117,470)
December 31, 2012 $ 2,051 923,892,581 $ 398 16,450 $ 634 41,740,524
Shares acquired for treasury - - - - 1,242 65,516,126
Issuance of preferred shares, Series I - - 441 18,000 - -
Issuance of preferred shares, Series H - - 593 24,000 - -
Redemption of preferred shares, Series G - - (398) (16,450) (540) (35,529,018)
Impact of stock transactions under stock compensation plans, net - - - - (38) (3,697,042)
Other - - - - (3) 556,246
December 31, 2013 $ 2,051 923,892,581 $ 1,034 42,000 $ 1,295 68,586,836
Common Stock
On January 25, 2011, the Bancorp raised $1.7 billion in new
common equity through the issuance of common stock in an
underwritten offering with an initial price of $14.00 per share.
121,428,572 shares were issued, which included 12,142,857 shares
issued to the underwriters, who exercised their option to purchase
additional shares at the offering price of $14.00 per share on January
24, 2011. In connection with this exercise, the Bancorp entered into
a forward sale agreement which resulted in a final net payment of
959,821 shares on February 4, 2011.
Preferred Stock—Series I
On December 9, 2013, the Bancorp issued, in a registered public
offering, 18,000,000 depositary shares, representing 18,000 shares of
6.625% fixed-to-floating rate non-cumulative Series I perpetual
preferred stock, for net proceeds of $441 million. Each preferred
share has a $25,000 liquidation preference. The preferred stock
accrues dividends, on a non-cumulative quarterly basis, at an annual
rate of 6.625% through but excluding December 31, 2023, at which
time it converts to a quarterly floating rate dividend of three-month
LIBOR plus 3.71%. Subject to any required regulatory approval, the
Bancorp may redeem the Series I preferred shares at its option in
whole or in part, at any time on or after December 31, 2023 and
may redeem in whole but not in part, following a regulatory capital
event at any time prior to December 31, 2023. The Series I
preferred shares are not convertible into Bancorp common shares
or any other securities.
Preferred Stock—Series H
On May 16, 2013, the Bancorp issued, in a registered public
offering, 600,000 depositary shares, representing 24,000 shares of
5.10% fixed-to-floating rate non-cumulative Series H perpetual
preferred stock, for net proceeds of $593 million. Each preferred
share has a $25,000 liquidation preference. The preferred stock
accrues dividends, on a non-cumulative semi-annual basis, at an
annual rate of 5.10% through but excluding June 30, 2023, at which
time it converts to a quarterly floating rate dividend of three-month
LIBOR plus 3.033%. Subject to any required regulatory approval,
the Bancorp may redeem the Series H preferred shares at its option
in whole or in part, at any time on or after June 30, 2023 and may
redeem in whole but not in part, following a regulatory capital event
at any time prior to June 30, 2023. The Series H preferred shares are
not convertible into Bancorp common shares or any other
securities.
Preferred Stock—Series G
In 2008, the Bancorp issued 8.50% non-cumulative Series G
convertible preferred stock. The depositary shares represented
1/250th of a share of Series G convertible preferred stock and had a
liquidation preference of $25,000 per preferred share of Series G
stock. The preferred stock was convertible at any time, at the option
of the shareholder, into 2,159.8272 shares of common stock,
representing a conversion price of approximately $11.575 per share
of common stock.
On June 11, 2013, pursuant to the Amended Articles of
Incorporation, the Bancorp’s Board of Directors authorized the
conversion into common stock, no par value, of all outstanding
shares of the Bancorp’s Series G perpetual preferred stock. The
Articles grant the Bancorp the right, at its option, to convert all
outstanding shares of Series G preferred stock if the closing price of
common stock exceeded 130% of the applicable conversion price
for 20 trading days within any period of 30 consecutive trading days.
The closing price of shares of common stock satisfied such
threshold for the 30 trading days ended June 10, 2013, and the
Bancorp gave the required notice of its exercise of its conversion
right.
On July 1, 2013, the Bancorp converted the remaining 16,442
outstanding shares of Series G preferred stock, which represented
4,110,500 depositary shares, into shares of Fifth Third’s common
stock. Each share of Series G preferred stock was converted into
2,159.8272 shares of common stock, representing a total of
35,511,740 issued shares. The common shares issued in the
conversion are exempt securities pursuant to Section 3(a)(9) of the
Securities Act of 1933, as amended, as the securities exchanged were
exclusively with the Bancorp’s existing security holders where no
commission or other remuneration was paid. Upon conversion, the
depositary shares were delisted from the NASDAQ Global Select
Market and withdrawn from the Exchange.