Summary
Fifth Third Bancorp (FITB) filed an amendment to its Form 10-Q for the quarter ended March 31, 2016, primarily to update disclosures regarding its internal controls and unregistered sales of equity securities. While management concluded that disclosure controls and procedures were not effective due to deficiencies related to employee benefit plans, there were no changes to internal control over financial reporting during the period. The company is taking steps to remediate these issues, including filing required registration statements and offering rescission rights to plan participants, and does not expect a material impact on its financial condition or results of operations.
Financial Highlights
37 data pointsBeta
Financial Statements
Beta
| Interest Expense | $135.00M |
| Net Income | $326.00M |
| EPS (Basic) | $0.40 |
| EPS (Diluted) | $0.40 |
| Shares Outstanding (Basic) | 773.56M |
| Shares Outstanding (Diluted) | 777.76M |
Key Highlights
- 1The company is amending its Q1 2016 10-Q filing due to issues with disclosure controls and procedures related to employee benefit plans.
- 2Disclosure controls and procedures were found to be not effective as of March 31, 2016, primarily due to prospectus delivery and registration defects for employee benefit plans.
- 3There were no material changes identified in internal control over financial reporting during the period.
- 4The company inadvertently sold approximately 1.08 million unregistered shares through its 401(k) Plan and approximately 178,630 shares through its Employee Stock Purchase Plan (ESPP) in Q1 2016.
- 5Other equity awards and exercises under incentive plans and deferred compensation plan deferrals also occurred during the quarter, some without proper prospectus delivery.
- 6Fifth Third Bancorp plans to file required S-8 registration statements and offer rescission rights to eligible plan participants to address these defects.
- 7The company anticipates that the exercise of rescission rights will not have a material impact on its financial condition, results of operations, or liquidity.
Frequently Asked Questions
This amended filing is primarily to restate Part I, Item 4 (Controls and Procedures) to update the conclusion regarding the effectiveness of disclosure controls and procedures, and Part II, Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds) to provide details on certain equity sales under employee benefit plans.
Yes, the company's management concluded that its disclosure controls and procedures were not effective as of March 31, 2016, due to deficiencies in policies and procedures related to the registration and prospectus delivery for its employee benefit plans. However, no changes occurred during the period that materially affected internal control over financial reporting.
The unregistered sales involved shares offered under the 401(k) Plan, shares purchased through the Employee Stock Purchase Plan (ESPP), restricted shares and stock appreciation rights (SARs) awarded under incentive compensation plans, and exercised stock options and SARs. Deferred compensation obligations were also noted.
The company plans to file the required S-8 registration statements and make a voluntary rescission offer to eligible plan participants to remediate the registration and prospectus delivery defects. They have also corrected prospectus delivery defects that arose after the first quarter.