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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2016

Number of Shares to be issued upon Exercise of Outstanding Stock-Based Awards and Remaining Shares Available for Future Issuance under all Equity Compensation Plans

The following table provides detail of the number of shares to be issued upon exercise of outstanding stock-based awards and remaining shares available for future issuance under all of the Bancorp’s equity compensation plans approved by shareholders as of December 31, 2016:


Plan Category (shares in thousands)		Number of Shares to be Issued Upon Exercise	Weighted-Average Exercise Price Per Share	Shares Available for Future Issuance
Equity compensation plans				18,478	(a)(f)
	SARs	(b)	N/A		(a)
	RSAs	4,638	N/A		(a)
	RSUs	5,086	N/A		(a)
	Stock options^(c)	7	$32.26		(a)
	PSAs	(d)	N/A		(a)
Employee stock purchase plan				6,129	(e)
Total shares		9,731		24,607

Under the 2014 Incentive Compensation Plan, 36 million shares were authorized for issuance as SARs, RSAs, RSUs, stock options, performance share or unit awards, dividend or dividend equivalent rights and stock awards.
The number of shares to be issued upon exercise will be determined at exercise based on the difference between the grant price and the market price on the date of exercise and the calculation of taxes owed on the exercise.
Excludes 0.02 million outstanding options awarded under plans assumed by the Bancorp in connection with certain mergers and acquisitions. The Bancorp has not made any awards under these plans and will make no additional awards under these plans. The weighted-average exercise price of these outstanding options is $14.05 per share.
The number of shares to be issued is dependent upon the Bancorp achieving certain predefined performance targets and ranges from zero shares to approximately 2 million shares.
Represents remaining shares of Fifth Third common stock under the Bancorp’s 1993 Stock Purchase Plan, as amended and restated, including an additional 1.5 million shares approved by shareholders on March 28, 2007 and an additional 12 million shares approved by shareholders on April 21, 2009.
Includes 4 million shares for Full Value Awards.

Schedule of Share-based Payment Award, Stock Appreciation Rights, Valuation Assumptions


The weighted-average assumptions were as follows for the years ended December 31:

	2016		2015	2014
Expected life (in years)	6		6	6
Expected volatility	37	%	35	35
Expected dividend yield	3.1		2.7	2.4
Risk-free interest rate	1.5		1.6	2.0

Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity


	2016			2015			2014
			Weighted-			Weighted-			Weighted-
	Number ofSARs		Average Grant	Number ofSARs		Average Grant	Number ofSARs		Average Grant
SARs (in thousands, except per share data)	Number ofSARs		Price Per Share	Number ofSARs		Price Per Share	Number ofSARs		Price Per Share
Outstanding at January 1	44,129	$	19.14	45,590	$	19.79	48,599	$	19.98
Granted	6,379		17.68	5,219		18.99	4,526		21.63
Exercised	(6,291)		14.47	(3,242)		13.59	(4,408)		13.63
Forfeited or expired	(4,176)		32.02	(3,438)		32.96	(3,127)		34.19
Outstanding at December 31	40,041	$	18.30	44,129	$	19.14	45,590	$	19.79
Exercisable at December 31	26,898	$	18.28	29,721	$	19.71	27,950	$	21.71

Outstanding and Exercisable SARs by Grant Price

The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2016:

	Outstanding SARs				Exercisable SARs
				Weighted-				Weighted-
				Average				Average
			Weighted-	Remaining			Weighted-	Remaining
	Number of		Average Grant	Contractual Life	Number of		Average Grant	Contractual Life
SARs (in thousands, except per share data)	SARs		Price Per Share	(in years)	SARs		Price Per Share	(in years)
Under $10.00	2,195	$	3.98	2.3	2,195	$	3.98	2.3
$10.01-$20.00	30,446		16.36	6.1	19,125		15.51	4.7
$20.01-$30.00	3,513		21.64	7.3	1,691		21.65	7.2
$30.01-$40.00	3,305		38.27	0.3	3,305		38.27	0.3
Over $40.00	582		40.11	0.3	582		40.11	0.3
All SARs	40,041	$	18.30	5.4	26,898	$	18.28	4.0

Schedule of Share-Based Compensation, RSAs


	2016			2015			2014
			Weighted-Average			Weighted-Average			Weighted-Average
			Grant-Date			Grant-Date			Grant-Date
			Fair Value			Fair Value			Fair Value
RSAs (in thousands, except per share data)	Shares		Per Share	Shares		Per Share	Shares		Per Share
Outstanding at January 1	8,281	$	18.88	7,253	$	17.98	6,710	$	15.11
Granted	3		20.65	4,250		19.11	3,264		21.61
Released	(3,090)		17.92	(2,580)		16.86	(2,183)		14.84
Forfeited	(556)		19.20	(642)		18.64	(538)		16.73
Outstanding at December 31	4,638	$	19.44	8,281	$	18.88	7,253	$	17.98

Unvested RSAs by Grant-Date Fair Value

The following table summarizes outstanding RSAs by grant-date fair value at December 31, 2016:

	Outstanding RSAs
		Weighted-Average
		Remaining
		Contractual Life
RSAs (in thousands)	Shares	(in years)
$15.01-$20.00	3,187	1.2
Over $20.00	1,451	1.0
All RSAs	4,638	1.1

Schedule of Share-Based Compensation, RSUs


	2016			2015
			Weighted-Average			Weighted-Average
			Grant-Date			Grant-Date
			Fair Value			Fair Value
RSUs (in thousands, except per unit data)	Units		Per Unit	Units		Per Unit
Outstanding at January 1	371	$	19.56	-	$	N/A
Granted	5,029		17.75	377		19.58
Released	(79)		19.76	(5)		21.63
Forfeited	(235)		17.89	(1)		19.46
Outstanding at December 31	5,086	$	17.84	371	$	19.56

Unvested RSUs by Grant-Date Fair Value

The following table summarizes outstanding RSUs by grant-date fair value at December 31, 2016:

	Outstanding RSUs
		Weighted-Average
		Remaining
		Contractual Life
RSUs (in thousands)	Units	(in years)
$10.01-$15.00	638	1.1
$15.01-$20.00	4,265	1.8
$20.01-$25.00	159	2.0
$25.01-$30.00	24	2.1
All RSUs	5,086	1.7

Schedule of Share-based Compensation, Stock Options, Activity


	2016			2015			2014
			Weighted-Average			Weighted-Average			Weighted-Average
	Number of		Exercise Price	Number of		Exercise Price	Number of		Exercise Price
Stock Options (in thousands, except per share data)	Options		Per Share	Options		Per Share	Options		Per Share
Outstanding at January 1	119	$	14.97	265	$	14.25	546	$	20.72
Exercised	(94)		13.86	(126)		13.67	(115)		12.84
Forfeited or expired	-		-	(20)		13.59	(166)		36.42
Outstanding at December 31	25	$	19.17	119	$	14.97	265	$	14.25
Exercisable at December 31	25	$	19.17	119	$	14.97	265	$	14.25

Outstanding and Exercisable Stock Options by Exercise Price

The following table summarizes outstanding and exercisable stock options by exercise price per share at December 31, 2016:

	Number ofOptions			Weighted-Average
			Weighted-Average	Remaining
			Exercise Price	Contractual Life
Stock Options (in thousands, except per share data)			Per Share	(in years)
Under $10.00	1	$	8.59	2.0
$10.01-$20.00	18		14.05	0.1
$20.01-$30.00	1		24.41	1.0
$30.01-$40.00	-		-	-
Over $40.00	5		40.98	-
All stock options	25	$	19.17	0.2