Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2018

Stock-Based Compensation

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, 2018:

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				13,290	(a)
	SARs	(b)	-		(a)
	RSAs	868	-		(a)
	RSUs	8,020	-		(a)
	PSAs	(c)	-		(a)
Employee stock purchase plan				5,181	(d)
Total shares		8,888		18,471

• Under the 2017 Incentive Compensation Plan, 17.5 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.
• The number of shares to be issued is dependent upon the Bancorp achieving certain predefined performance targets and ranges from zero shares to approximately 2million 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.

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

The weighted-average assumptions were as follows for the years ended December 31:
	2018		2017	2016
Expected life (in years)	7		6	6
Expected volatility	35	%	37	37
Expected dividend yield	1.9		2.1	3.1
Risk-free interest rate	2.6		2.1	1.5

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

	2018			2017			2016
			Weighted-			Weighted-			Weighted-
	Number ofSARs		Average Grant	Number ofSARs		Average Grant	Number ofSARs		Average Grant
SARs (in thousands, except per share data)			Price Per Share			Price Per Share			Price Per Share
Outstanding at January 1	31,929	$	17.22	40,041	$	18.30	44,129	$	19.14
Granted	272		33.15	3,672		26.52	6,379		17.68
Exercised	(5,058)		16.96	(6,953)		16.00	(6,291)		14.47
Forfeited or expired	(947)		20.93	(4,831)		35.08	(4,176)		32.02
Outstanding at December 31	26,196	$	17.30	31,929	$	17.22	40,041	$	18.30
Exercisable at December 31	20,132	$	15.90	21,403	$	15.30	26,898	$	18.28

Outstanding and Exercisable SARs by Grant Price

The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2018:
	Outstanding SARs				Exercisable SARs
				Weighted-				Weighted-
			Weighted-	Average Remaining			Weighted-	Average 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	1,426	$	3.96	0.3	1,441	$	3.96	0.3
$10.01-$20.00	19,145		16.10	4.7	15,631		15.67	4.1
$20.01-$30.00	5,353		24.33	6.8	3,060		22.69	5.9
$30.01-$40.00	272		33.15	9.1	-		-	-
All SARs	26,196	$	17.30	4.9	20,132	$	15.90	4.1

Schedule of Share-Based Compensation, RSAs

	2018			2017			2016
			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	2,321	$	19.72	4,638	$	19.44	8,281	$	18.88
Granted	-		-	7		21.14	3		20.65
Released	(1,347)		20.09	(2,063)		19.10	(3,090)		17.92
Forfeited	(106)		19.40	(261)		19.75	(556)		19.20
Outstanding at December 31	868	$	19.18	2,321	$	19.72	4,638	$	19.44

Unvested RSAs by Grant-Date Fair Value

The following table summarizes outstanding RSAs by grant-date fair value at December 31, 2018:
	Outstanding RSAs
		Weighted-Average
		Remaining
		Contractual Life
RSAs (in thousands)	Shares	(in years)
$15.01-$20.00	775	0.5
Over $20.00	93	0.5
All RSAs	868	0.5

Schedule of Share-Based Compensation, RSUs

	2018			2017			2016
			Weighted-Average			Weighted-Average			Weighted-Average
			Grant-Date			Grant-Date			Grant-Date
			Fair Value			Fair Value			Fair Value
RSUs (in thousands, except per unit data)	Units		Per Unit	Units		Per Unit	Units		Per Unit
Outstanding at January 1	6,986	$	22.25	5,086	$	17.84	371	$	19.56
Granted	3,674		32.84	3,652		26.71	5,029		17.75
Released	(1,977)		21.15	(1,194)		17.64	(79)		19.76
Forfeited	(663)		26.45	(558)		21.02	(235)		17.89
Outstanding at December 31	8,020	$	27.04	6,986	$	22.25	5,086	$	17.84

Unvested RSUs by Grant-Date Fair Value

The following table summarizes outstanding RSUs by grant-date fair value at December 31, 2018:
	Outstanding RSUs
		Weighted-Average
		Remaining
		Contractual Life
RSUs (in thousands)	Units	(in years)
$10.01-$15.00	201	0.1
$15.01-$20.00	1,799	0.7
$20.01-$25.00	191	0.5
$25.01-$30.00	2,489	1.2
$30.01-$35.00	3,340	1.6
All RSUs	8,020	1.2

Schedule of Share-based Compensation, Stock Options, Activity

	2018			2017			2016
			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	2	$	16.50	25	$	19.17	119	$	14.97
Exercised	(1)		8.59	(18)		14.05	(94)		13.86
Forfeited or expired	(1)		24.41	(5)		40.98	-		-
Outstanding at December 31	-	$	-	2	$	16.50	25	$	19.17
Exercisable at December 31	-	$	-	2	$	16.50	25	$	19.17