Common, Preferred and Treasury Stock

12 Months Ended

Dec. 31, 2012

Common, Preferred and Treasury Stock

22. Common, PREFERRED and Treasury Stock

The following is a summary of the share activity within common, preferred and treasury stock for the years ended December 31:
		Common Stock			Preferred Stock			Treasury Stock
($ in millions, except share data)		Value	Shares		Value	Shares		Value	Shares
Shares at December 31, 2009	$	1,779	801,504,188	$	3,609	152,771	$	201	6,436,024
Accretion from dividends on preferred shares, Series F		-	-		45	-		-	-
Stock-based awards issued or exercised, including treasury shares issued		-	-		-	-		(6)	16,391
Restricted stock grants		-	-		-	-		(62)	(1,334,967)
Other		-	-		-	-		(3)	114,218
Shares at 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)		-	-
Accretion from dividends on preferred shares, Series F		-	-		153	-		-	-
Stock-based awards issued or exercised, including treasury shares issued		-	-		-	-		(7)	(336,735)
Restricted stock grants		-	-		-	-		(58)	(756,381)
Other		-	-		(1)			(1)	(50,405)
Shares at December 31, 2011	$	2,051	923,892,581	$	398	16,450	$	64	4,088,145
Shares acquired for treasury		-	-		-	-		627	42,424,014
Stock-based awards issued or exercised, including treasury shares issued		-	-		-	-		(7)	(1,776,508)
Restricted stock grants		-	-		-	-		(47)	(2,877,657)
Other		-	-		-	-		(3)	(117,470)
Shares at December 31, 2012	$	2,051	923,892,581	$	398	16,450	$	634	41,740,524

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 included12,142,857 shares issued to the underwriters, who exercised their option to purchase additional sharesat the offering price of $14.00 per shareon 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 G

In 2008, the Bancorp issued 8.5% non-cumulative Series G convertible preferred stock. The depository shares represent shares of its convertible preferred stock and have a liquidation preference of$25,000 per share. The preferred stock is 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.

As of December 31, 2012, Series G preferred stock had 4,112,750 depositary shares representing 16,450 shares outstanding and 1,700 shares reserved for issuance.

Preferred Stock—Series F

On December 31, 2008, the U.S. Treasury purchased $3.4 billion, or 136,320shares, of the Bancorp's Fixed Rate Cumulative Perpetual Preferred Stock, Series F, with a liquidation preference of $25,000per share and related 10-year warrant in the amount of 15% of the preferred stock investment. The warrant gave the U.S Treasury the right to purchase 43,617,747shares of the Bancorp's common stock at $11.72per share. The Series F senior preferred stock was issued complying with the terms established by the CPP. Per the program terms, the U.S. Treasury's investment consisted of senior preferred stock with a five percent dividend for each of the first five years of investment and nine percent thereafter, unless the shares were redeemed. The shares were callable by the Bancorp at par after three years and could be repurchased at any time under certain circumstances. The terms also included restrictions on the repurchase of common stock and an increase in common stock dividends, which required the U.S. Treasury's consent, for a period of three years from the date of investment unless the preferred shares were redeemed in whole or the U.S. Treasury had transferred all of the preferred shares to a third party.

The proceeds from issuance of the Series F preferred stock were allocated to the preferred stock and to the warrant based on their relative fair values, which resulted in an initial book value of $3.2billion for the preferred stock and $239million for the warrant. The resulting discount to the preferred stock was being accreted over five years through retained earnings as a preferred stock dividend, resulting in an effective yield of 6.7% for the Series F preferred stock for the first five years.

On February 2, 2011, the Bancorp used proceeds from the issuance of common shares along with proceeds from a senior debt offering and other available resources to repurchase all 136,320 Series F preferred shares. In connection with the redemption of the Series F Preferred Stock, the Bancorp accelerated the accretion of the remaining issuance discount on the Series F Preferred Stock and recorded a reduction in retained earnings and a corresponding increase in preferred stock of $153 million in the Bancorp's Consolidated Balance Sheet. On March 16, 2011, the Bancorp repurchased the warrant issued to the U.S. Treasury in connection with the CPP preferred stock investment at an agreed upon price of $280 million, which was recorded as a reduction to capital surplus in the Bancorp's Consolidated Financial Statements.

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. Following the Vantiv Inc. IPO, the Bancorp entered into an accelerated share repurchase transaction with a counterparty pursuant to which the Bancorp purchased 4,838,710 shares, or approximately $75 million, of its outstanding common stock on April 26, 2012. As part of this transaction and all subsequent accelerated share repurchase transactions in 2012, the Bancorp entered into forward contracts in which the final number of shares to be delivered at settlement of the accelerated share repurchase transaction was based on a discount to the average daily volume-weighted average price of the Bancorp's common stock during the term of the Repurchase Agreements. Each of the accelerated share repurchases was 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. At settlement of the April 2012 forward contract on June 1, 2012, the Bancorp received an additional 631,986 shares which were recorded as an adjustment to the basis in the treasury shares purchased on the acquisition date.

On August 21, 2012, the Bancorp announced that the FRB did not object to its capital plan resubmitted under the 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. This share repurchase authorization replaces the Board's previous authorization pursuant to which approximately 14 million shares remained available for repurchase by the Bancorp.

On August 23, 2012, the Bancorp entered into an accelerated share repurchase transaction with a counterparty pursuant to which the Bancorp purchased 21,531,100 shares, or approximately $350 million, of its outstanding common stock on August 28, 2012. At settlement of the forward contract on October 24, 2012, the Bancorp received an additional 1,444,047 shares which were recorded as an adjustment to the basis in the treasury shares purchased on the acquisition date.

On November 6, 2012, the Bancorp entered into an accelerated share repurchase transaction with a counterparty pursuant to which the Bancorp purchased 7,710,761shares, or approximately $125 million, of its outstanding common stock on November 9, 2012. At settlement of the forward contract on February 12, 2013, the Bancorp received an additional 657,917 shares which were recorded as an adjustment to the basis in the treasury shares purchased on the acquisition date.

Following the sale of a portion of the Bancorp's shares of Class A Vantiv, Inc. common stock, the Bancorp entered into an accelerated share repurchase transaction on December 14, 2012with a counterparty pursuant to which the Bancorp purchased 6,267,410 shares, or approximately $100 million, of its outstanding common stock on December 19, 2012. The Bancorp expects the settlement of the transaction to occur on or before March 14, 2013.

Additionally, on January 28, 2013, the Bancorp entered into an accelerated share repurchase transaction. See Note 30 for additional information.

During 2011 and 2010, the Bancorp repurchased an immaterial amount of common stock.