The following table is a summary of the Bancorp's long-term borrowings at December 31:

($ in millions)	Maturity	Interest Rate		2011	2010
Parent Company
Senior:
Fixed-rate notes	2013	6.25%	$	779	797
Fixed-rate notes	2016	3.625%		1,000	-
Subordinated:^(b)
Floating-rate notes	2016	0.98%		250	250
Fixed-rate notes	2017	5.45%		589	613
Fixed-rate notes	2018	4.50%		581	584
Fixed-rate notes	2038	8.25%		1,348	1,034
Junior subordinated:^(a)
Fixed-rate notes^(c)	2067	6.50%		750	750
Fixed-rate notes^(c)	2067	7.25%		594	613
Fixed-rate notes^(c)	2067	7.25%		894	907
Fixed-rate notes^(c)				-	400
Structured repurchase agreements:
Floating-rate notes	2013	2.49%		250	-
Floating-rate notes	2013	2.54%		125	-
Subsidiaries
Senior:
Floating-rate bank notes	2013	0.58%		500	499
Subordinated:^(b)
Fixed-rate bank notes	2015	4.75%		561	561
Junior subordinated:^(a)
Floating-rate bank notes				-	51
Floating-rate debentures				-	67
Floating-rate debentures	2035	1.97% - 2.24%		62	62
FHLB advances	2012-2041	0.05% - 8.34%		1,055	1,561
Notes associated with consolidated VIEs:
Automobile loan securitizations:
Fixed-rate notes	2013	4.81%		2	99
Floating-rate notes	2013-2015	0.81% - 2.25%		169	460
Home equity securitization:
Floating-rate notes	2023	0.50%		22	133
Other	2012-2039	Varies		151	117
Total			$	9,682	9,558

(a) Qualify as Tier I capital for regulatory capital purposes. See Note 28 for further information.

The Bancorp pays down long-term debt in accordance with contractual terms over maturity periods summarized in the above table. Contractually obligated payments for long-term debt as of December 31, 2011 are due over the following periods: $8 million in 2012; $1.7 billion in 2013, $18 million in 2014, $738 million in 2015, $2.3 billion in 2016 and $5.0 billion after 2016.

At December 31, 2011, the Bancorp had outstanding principal balances of $9.0 billion, net discounts of $18 million and additions for mark-to-market adjustments on its hedged debt of $662 million. At December 31, 2010, the Bancorp had outstanding principal balances of $9.1 billion, net discounts of $15 million and additions for mark-to-market adjustments on its hedged debt of $439 million. The Bancorp was in compliance with all debt covenants at December 31, 2011.

In April 2008, the Bancorp issued $750 million of senior notes to third party investors. The senior notes bear a fixed rate of interest of 6.25% per annum. The Bancorp entered into interest rate swaps to convert $675 million to floating rate and, at December 31, 2011 and 2010, paid a rate of 2.84% and 2.70%, 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 option at any time prior to maturity.

On January 25, 2011, the Bancorp issued $1.0 billion of senior notes to third party investors. The Senior Notes bear a fixed rate of interest of 3.625% per annum. The Bancorp entered into interest rate swaps to convert $500 million to floating rate and, at December 31, 2011, paid a rate of 0.26%. The notes are unsecured, senior obligations of the Bancorp. Payment of the full principal amounts of the notes is due upon maturity on January 25, 2016. The notes are not subject to redemption at the Bancorp's option at any time prior to maturity.

The subordinated floating-rate notes due in 2016 pay interest at three-month LIBOR plus 42 bps. The Bancorp has entered into interest rate swaps to convert its subordinated fixed-rate notes due in 2017 and 2018 to floating-rate, which pay interest at three-month LIBOR plus 42 bps and 25 bps, respectively, at December 31, 2011. The rates paid on the swaps hedging the subordinated floating-rate notes due in 2017 and 2018 were 0.82% and 0.78%, respectively, at December 31, 2011. Of the $1.0 billion in 8.25% subordinated fixed rate notes due in 2038, $705 million were subsequently hedged to floating and paid a rate of 3.58% at December 31, 2011.

The 6.50% junior subordinated notes due in 2067, with a carrying and outstanding principal balance of $750 million at December 31, 2011, 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. Junior subordinated notes due in 2067, with a carrying amount of $594 million and an outstanding principal balance of $575 million at December 31, 2011, pay a fixed rate of 7.25% until 2057, then convert to a floating rate at three-month LIBOR plus 257 bps. The Bancorp entered into interest rate swaps to convert $500 million of the fixed-rate debt into a floating rate. At December 31, 2011, the weighted-average rate paid on these swaps was 1.18%. Junior subordinated notes due in 2067, with a carrying amount of $894 million and an outstanding principal balance of $863 million at December 31, 2011, pay a fixed rate of 7.25% until 2057, then convert to a floating rate at three-month LIBOR plus 303 bps thereafter. The Bancorp entered into interest rate swaps to convert $700 million of the fixed-rate debt into a floating rate. At December 31, 2011, the weighted-average rate paid on the swaps was 1.61%. The obligations were issued to Fifth Third Capital Trusts IV, V and VI, respectively. The Bancorp has fully and unconditionally guaranteed all obligations under the trust preferred securities issued by Fifth Third Capital Trusts IV, V and VI. In addition, the Bancorp entered into replacement capital covenants for the benefit of holders of long-term debt senior to the junior subordinated notes that limits, subject to certain restrictions, the Bancorp's ability to redeem the junior subordinated notes prior to their scheduled maturity. In November 2010, the Bancorp amended the debt covenants to remove a requirement to issue replacement capital securities at least 180 days prior to calling the trust preferred securities.

Under recent regulatory developments, certain of the Bancorp's trust preferred securities are callable at par as of certain dates, or may become callable at par under certain circumstances. On March 18, 2011, the Bancorp announced that the Federal Reserve Board did not object to the Bancorp's capital plan submitted under the Federal Reserve's 2011 CCAR. Pursuant to this plan, the Bancorp redeemed $452 million of certain trust preferred securities, at par, classified as long-term debt during 2011. The trust preferred securities redeemed related to the Fifth Third Capital Trust VII, First National Bankshares Statutory Trust I and R&G Capital Trust II, LLT. As a result of these redemptions the Bancorp recorded a $6 million gain on the extinguishment within other noninterest expense in the Consolidated Statements of Income. All redemptions are subject to certain conditions and generally require approval by the FRB.

In order to meet its funding obligations, the Bancorp enters into repurchase agreements with customers, which are accounted for as collateralized financing transactions, where excess customer funds are borrowed overnight by the Bancorp, and later repurchased by the customers. At December 31, 2011, the total amount of repurchase agreements outstanding was $375 million.

Medium-term senior notes and subordinated bank notes with maturities ranging from one year to 30 years can be issued by the Bancorp's banking subsidiary, of which $1.0 billion was outstanding at December 31, 2011 and 2010 with $19.0 billion available for future issuance. The senior floating-rate bank notes due in 2013 pay a floating rate at three-month LIBOR plus 11 bps. For the subordinated fixed-rate bank notes due in 2015, the Bancorp entered into interest rate swaps to convert the fixed-rate debt into floating rate. At December 31, 2011, the weighted-average rate paid on the swaps was 0.53%. In addition to the aforementioned redemption of trust preferred securities, the Bancorp redeemed certain trust preferred securities of $65 million through the remainder of 2011, which related to the R&G Crown Cap Trust IV, the R&G Crown Cap Trust I and First National Bankshares Statutory Trust II. As a result of these redemptions, the Bancorp recorded a $1 million gain on the extinguishment within other noninterest expense in the Consolidated Statements of Income.

The junior subordinated floating-rate bank notes due in 2035 were assumed by a subsidiary of the Bancorp as part of the acquisition of First Charter in May 2008. The obligation was issued to First Charter Capital Trust I and II, respectively. The notes of First Charter Capital Trust I and II pay floating at three-month LIBOR plus 169 bps and 142 bps, respectively. The Bancorp has fully and unconditionally guaranteed all obligations under the acquired trust preferred securities issued by First Charter Capital Trust I and II. As previously mentioned, in the junior subordinated debt section of the parent company long-term borrowings, the FRB did not object to the Bancorp's capital plan under the Federal Reserve's 2011 CCAR and therefore the Bancorp redeemed $65 million of trust preferred securities previously acquired by a Bancorp subsidiary, at par, during 2011.

At December 31, 2011, FHLB advances have rates ranging from 0.05% to 8.34%, with interest payable monthly. The advances are secured by certain residential mortgage loans and securities totaling $17.5 billion. At December 31, 2010, $500 million of FHLB advances were floating-rate. The Bancorp entered into an interest rate swap with a notional value of $500 million to convert the floating-rate advances to a fixed rate of 2.63%. During the third quarter of 2011, the Bancorp terminated a $500 million FHLB advance and incurred a termination fee of $2 million within other noninterest expense in the Consolidated Statements of Income. In November 2010, the Bancorp repaid a floating-rate advance of $1.0 billion due in 2012 and terminated the interest rate cap associated with this advance. The Bancorp recognized a gain on this extinguishment of debt of $1 million. The $1.1 billion in remaining advances mature as follows: $3 million in 2014, $5 million in 2015, $1 billion in 2016, and $43 million thereafter.

As previously discussed in Note 11, the Bancorp was determined to be the primary beneficiary of VIEs associated with certain automobile loan and home equity securitizations and, effective January 1, 2010, these VIEs have been consolidated in the Bancorp's Consolidated Financial Statements. As of December 31, 2011, the outstanding long-term debt associated with the automobile loan securitizations and home equity securitization was $171 million and $22 million, respectively. Third-party holders of this debt do not have recourse to the general assets of the Bancorp.