-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IjwtXrG0rxRfYdWz/e8Ai0LknG4BlOQIhNZEBB2k+bMkmTFVzDtpIP2vWWycNESc 3CBltl06AE2RDdKorTgC4Q== 0000906318-08-000077.txt : 20080724 0000906318-08-000077.hdr.sgml : 20080724 20080724145703 ACCESSION NUMBER: 0000906318-08-000077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080722 FILED AS OF DATE: 20080724 DATE AS OF CHANGE: 20080724 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CINCINNATI FINANCIAL CORP CENTRAL INDEX KEY: 0000020286 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33653 FILM NUMBER: 08968020 BUSINESS ADDRESS: STREET 1: 6200 S GILMORE RD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5138702000 MAIL ADDRESS: STREET 1: P.O. BOX 145496 CITY: CINCINNATI STATE: OH ZIP: 45250 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2008-07-22 1 0000035527 FIFTH THIRD BANCORP FITB 0000020286 CINCINNATI FINANCIAL CORP P.O. BOX 145496 CINCINNATI OH 45250 0 0 1 0 Common Security 2008-07-22 4 S 0 35000000 13.759 D 32280560 I See Footnote See Exhibit 99.1. /s/Steven J. Johnston, FCAS, MAAA, CFA 2008-07-24 EX-99 2 ex991.htm EXHIBIT 99.1 .

Exhibit 99.1


In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Form 4 is being filed by Cincinnati Financial Corporation (the "Company"), an Ohio insurance and investment company, on behalf of its subsidiaries to the extent that they hold shares of common stock of Fifth Third Bancorp (the "Bank"), an Ohio banking corporation.  The address of the principal business and office of the Company is 6200 South Gilmore Road, Fairfield, Ohio 45014-5141.  


The Company owns 100 percent of its four subsidiaries: The Cincinnati Insurance Company, an Ohio insurance corporation; CSU Producer Resources Inc., a wholly owned insurance brokerage company, CFC Investment Company, an Ohio investment corporation; and CinFin Capital Management Company, an Ohio investment corporation.  The Cincinnati Insurance Company, in turn, owns 100 percent of four smaller insurance subsidiaries, three of which are Ohio insurance corporations: The Cincinnati Casualty Company; The Cincinnati Indemnity Company and The Cincinnati Life Insurance Company.  The fourth insurance subsidiary, The Cincinnati Specialty Underwriters Company, is a Delaware corporation. The address and principal business location of each of the Company's subsidiaries is 6200 South Gilmore Road, Fairfield, Ohio 45014-5141.


Cincinnati Financial Corporation directly owns 27,183,604 shares of the common stock of Fifth Third Bancorp.  Through its subsidiaries prior to the reported transaction, the Company owned an additional 40,096,956 shares for a total of 67,280,560 shares of the Bank's common stock, or 11.67 percent of the entire class.  Individually, the subsidiaries owned the following quantities of the Bank's common stock: The Cincinnati Insurance Company directly owned 36,336,352 shares; The Cincinnati Casualty Company owned 1,419,979 shares; The Cincinnati Life Insurance Company owned 1,036,125 shares, The Cincinnati Specialty Underwriters Company owned 1,300,000 and CinFin Capital Management Company owned 4,500 shares.  CSU Producer Resources Inc. owns no shares. None of the subsidiaries individually are 10 percent beneficial owners of the Bank's common stock.  


A total of 90,000 shares owned by the Cincinnati Financial Corporation Retirement Plan Trust are excluded from the reported ownership because the Company has no pecuniary interest in such shares within the meaning of SEC Rule 16a-1.


The 35,000,000 shares being disposed of by the Company in this reported transaction consist solely of shares owned directly by The Cincinnati Insurance Company.  Following the transaction, the Company will beneficially own 32,280,560 shares of the Bank's common stock, or 5.59 percent of the class, including 27,183,604 shares owned directly by the Company and 1,336,352 shares owned directly by The Cincinnati Insurance Company.  The quantities of the Bank's common stock owned by the Company's other subsidiaries, as noted above, remain unchanged.  



1 Cincinnati Financial Corporation Retirement Plan Trust is an employee benefit plan/pension fund subject to the provisions of the Employee Retirement Income Security Act of 1947.


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