FITB 10-K Annual Report Dec. 31, 2018 | Alphaminr
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FITB 10-K Fiscal year ended Dec. 31, 2018

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FIFTH THIRD BANCORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (md&a)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10 K Summary

Exhibits

10.39 Fifth Third Bancorp Executive Change in Control Severance Plan, effective January1, 2015. Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form8-Kfiled with the SEC on November21, 2014.* 10.40 First Amendment to the Fifth Third Bancorp Executive Change in Control Severance Plan.* 10.41 Second Amended& Restated Limited Liability Company Agreement (excluding certain exhibits) dated as of March21, 2012 by and among Vantiv, Inc., Fifth Third Bank, FTPS Partners, LLC, Vantiv Holding, LLC and each person who becomes a member after March21, 2012. Incorporated by reference to Exhibit C to the Registrants Schedule 13D filed with the SEC on April2, 2012. 10.42 Amendment and Restatement Agreement and Reaffirmation (excluding certain schedules) dated as of June30, 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 Exhibit 10.3 to the Registrants Current Report on Form8-Kfiled with the SEC on July2, 2009. 10.43 Registration Rights Agreement dated as of March21, 2012 by and among Vantiv, Inc., Fifth Third Bank, FTPS Partners, LLC, JPDN Enterprises, LLC and certain stockholders of Vantiv, Inc. Incorporated by reference to Exhibit E to the Registrants Schedule 13D filed with the SEC on April2, 2012. 10.44 Exchange Agreement dated as of March21, 2012 by and among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank, FTPS Partners, LLC and such other holders of ClassB Units and ClassCNon-VotingUnits that are from time to time parties of the Exchange Agreement. Incorporated by reference to Exhibit B to the Registrants Schedule 13D filed with the SEC on April2, 2012. 10.45 Recapitalization Agreement dated as of March21, 2012 by and among Vantiv, Inc., Vantiv Holding, LLC, Fifth Third Bank, FTPS Partners, LLC, JPDN Enterprises, LLC and certain stockholders of Vantiv, Inc. Incorporated by reference to Exhibit D to the Registrants Schedule 13D filed with the SEC on April2, 2012. 10.46 Stock Appreciation Right Award Agreement. Incorporated by reference to Exhibit10.2 of the Registrants Quarterly Report onForm10-Qfor the fiscal quarter ended June30, 2013.* 10.47 Performance Share Award Agreement. Incorporated by reference to Exhibit 10.3 of the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended June30, 2013.* 10.48 Restricted Stock Award Agreement (for Directors). Incorporated by reference to Exhibit 10.4 of the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended June30, 2013.* 10.49 Restricted Stock Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.5 of the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended June30, 2013.* 10.50 Stock Appreciation Right Award Agreement. Incorporated by reference to Exhibit10.34 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2014.* 10.51 Performance Share Award Agreement. Incorporated by reference to Exhibit 10.35 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2014.* 10.52 Restricted Stock Unit Agreement (for Directors). Incorporated by reference to Exhibit 10.36 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2014.* 10.53 Restricted Stock Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.37 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2014.* 10.54 Master Confirmation for accelerated share repurchase transaction between Fifth Third Bancorp and Deutsche Bank AG, London Branch, with Deutsche Bank Securities Inc. acting as agent. Incorporated by reference to Exhibit 10.6 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended June 30, 2013.** 10.55 Master Confirmation, as supplemented by a Supplemental Confirmation, for accelerated share repurchase transaction dated October20, 2014 between Fifth Third Bancorp and Deutsche Bank AG, London Branch. Incorporated by reference to Exhibit 10.38 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2014.** 10.56 Master Confirmation, as supplemented by a Supplemental Confirmation, for accelerated share repurchase transaction dated July 29, 2015 between Fifth Third Bancorp and Morgan Stanley& Co. LLC. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended September30, 2015.** 10.57 Master Confirmation, as supplemented by a Supplemental Confirmation, for accelerated share repurchase transaction dated April27, 2015 between Fifth Third Bancorp and Barclays Bank PLC, through its agent Barclays Capital Inc. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended June30, 2015.** 10.58 Offer letter from Fifth Third Bancorp to Lars C. Anderson. Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form8-Kfiled with the SEC on July16, 2015** 10.59 Master Confirmation, dated January22, 2015, and Supplemental Confirmation, for accelerated share repurchase transaction dated January22, 2015 between Fifth Third Bancorp and Wells Fargo Bank, National Association. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended March31, 2015.** 10.60 Bancorp Director Pay Program. Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended September30, 2016.* 10.61 2016 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.48 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2016.* 10.62 2017 Stock Appreciation Right Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.49 of the Registrants Annual Report onForm10-Kfor the fiscal year ended December31, 2016.* 10.63 2017 Performance Share Award Agreement. Incorporated by reference to Exhibit10.50 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2016.* 10.64 2017 Restricted Stock Unit Grant Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.51 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2016.* 10.65 Long-Term Incentive Award Overview February 2017 Grants. Incorporated by reference to Exhibit 10.52 of the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2016.* 10.66 Restricted Stock Unit Grant Agreement (for Directors) for Fifth Third Bancorp 2017 Incentive Compensation Plan. Incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended June 30, 2017.* 10.67 Supplemental Confirmation dated February8, 2018, to Master Confirmation, dated July29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley& Co. LLC. Incorporated by reference to Exhibit 10.66 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2017.** 10.68 Supplemental Confirmation dated May23, 2018, to Master Confirmation, dated July29, 2015, for accelerated share repurchase transaction between Fifth Third Bancorp and Morgan Stanley& Co. LLC. Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended June30, 2018.** 10.69 2018 Stock Appreciation Right Award Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.67 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2017.* 10.70 2018 Performance Share Award Agreement. Incorporated by reference to Exhibit10.68 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2017.* 10.71 2018 Restricted Stock Unit Agreement (for Executive Officers). Incorporated by reference to Exhibit 10.69 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2017.* 10.72 Long-Term Incentive Award Overview 2018 Grants. Incorporated by reference to Exhibit 10.70 to the Registrants Annual Report on Form10-Kfor the fiscal year ended December31, 2017.* 10.73 2018 Restricted Stock Unit Grant Agreement (for Directors). Incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form10-Qfor the fiscal quarter ended March 31, 2018.* 10.74 2018 Long-Term Incentive Compensation Program Overview February 2019 Grants.* 10.75 2019 Performance Share Award Agreement.* 10.76 2019 Restricted Stock Unit Agreement (for Executive Officers).* 10.77 2019 Stock Appreciation Right Award Agreement (for Executive Officers).* 14 Fifth Third Bancorp Code of Business Conduct and Ethics, as amended and restated. Incorporated by reference to Exhibit 14 to the Registrants Current Report on Form8-Kfiled with the SEC on September24, 2018. 18 Preferability Letter of Independent Registered Public Accounting Firm-Deloitte& Touche LLP. 21 Fifth Third Bancorp Subsidiaries, as of February15, 2019. 23 Consent of Independent Registered Public Accounting Firm-Deloitte & Touche LLP. 31(i) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. 31(ii) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. 32(i) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. 32(ii) Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. 99.1 Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September28, 2015, between Fifth Third Bank and the U.S. Department of Justice regarding indirect auto loans. Incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form8-Kfiled with the SEC on September29, 2015. 99.2 Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September28, 2015, between Fifth Third Bank and the Consumer Financial Protection Bureau, including the Stipulation and Consent to the Issuance of a Consent Order, dated September28, 2015, by Fifth Third Bank regarding indirect auto loans. Incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form8-Kfiled with the SEC on September29, 2015. 99.3 Consent Order pursuant to the Consumer Financial Protection Act of 2010, dated September28, 2015, between Fifth Third Bank and the Consumer Financial Protection Bureau, including the Stipulation and Consent to the Issuance of a Consent Order, dated September28, 2015, by Fifth Third Bank regarding credit cardadd-onproducts. Incorporated by reference to Exhibit 99.3 to the Registrants Current Report on Form8-Kfiled with the SEC on September29, 2015. 99.4 Settlement Agreement entered into on September30, 2015, between the United States Department of Housing and Urban Development and Fifth Third Bancorp and its subsidiaries. Incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form8-Kfiled with the SEC on October7, 2015. 99.5 Stipulation and Order of Settlement and Dismissal entered into on September30, 2015, by and among plaintiff the United States of America and on behalf of the United States Department of Housing and Urban Development and the Federal Housing Administration and Fifth Third Bancorp and its subsidiaries (excluding exhibits). Incorporated by reference to Exhibit 99.2 to the Registrants Current Report on Form8-Kfiled with the SEC on October7, 2015.