Fifth Third Bank 2014 Annual Report Download - page 148

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
146 Fifth Third Bancorp
depositary shares were delisted from the NASDAQ Global Select
Market and withdrawn from the Exchange.
Treasury Stock
On March 13, 2012, the Bancorp announced the results of its capital
plan submitted to the FRB as part of the 2012 CCAR. The FRB
indicated to the Bancorp that it did not object to the repurchase of
common shares in an amount equal to any after-tax gains realized by
the Bancorp from the sale of Vantiv, Inc. common shares by either
the Bancorp or Vantiv, Inc. On August 21, 2012, the Bancorp
announced that the FRB did not object to its capital plan
resubmitted under the 2012 CCAR process, which included the
repurchases of common shares of up to $600 million through the
first quarter of 2013, in addition to any incremental repurchase of
common shares related to any after-tax gains realized by the
Bancorp from the sale of Vantiv, Inc. common shares by either the
Bancorp or Vantiv, Inc. As a result, 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 transactions, and to utilize any
derivative or similar instrument to affect share repurchase
transactions.
On March 14, 2013, the Bancorp announced the results of its
capital plan submitted to the FRB as part of the 2013 CCAR. The
FRB indicated to the Bancorp that it did not object to the potential
repurchase of common shares in an amount up to $984 million,
including any shares issued in a Series G preferred stock conversion,
and the repurchase of common shares in an amount equal to any
after-tax gains realized by the Bancorp from the sale of Vantiv, Inc.
common stock. On March 19, 2013, the Board of Directors
authorized the Bancorp to repurchase up to 100 million common
shares in the open market or in privately negotiated transactions,
and to utilize any derivative or similar instrument to effect share
repurchase transactions. This share repurchase authorization
replaced the Board’s previous authorization from August of 2012.
On March 18, 2014, the Board of Directors authorized the
Bancorp to repurchase up to 100 million common shares in the
open market or in privately negotiated transactions, and to utilize
any derivative or similar instrument to effect share repurchase
transactions. This share repurchase authorization replaced the
Board’s previous authorization from March of 2013.
On March 26, 2014, the Bancorp announced the results of its
capital plan submitted to the FRB as part of the 2014 CCAR. The
FRB indicated to the Bancorp that it did not object to the potential
repurchase of $669 million of common shares with the additional
ability to repurchase common shares in an amount equal to any
after-tax gains realized by the Bancorp from the sale of Vantiv, Inc.
common stock for the period beginning April 1, 2014 and ending
March 31, 2015.
The Bancorp entered into a number of accelerated share
repurchase transactions during 2012, 2013 and 2014. As part of
these transactions, the Bancorp entered into forward contracts in
which the final number of shares delivered at settlement was based
generally on a discount to the average daily volume weighted
average price of the Bancorp’s common stock during the term of
these repurchase agreements. The accelerated share repurchases
were 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.