8-KRegulation FDOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Regulation FD Disclosure (Mar 14, 2012)

Filed March 14, 2012For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

This 8-K filing from Fifth Third Bancorp (FITB) on March 14, 2012, primarily concerns the company's 2012 Comprehensive Capital Analysis and Review (CCAR) submission to the Federal Reserve. The Federal Reserve did not object to several key capital actions, including the continuation of the quarterly common dividend at $0.08 per share, the redemption of up to $1.4 billion in trust preferred securities, and share repurchases tied to after-tax gains from potential Vantiv, Inc. common share sales. This provides some clarity on the company's capital management strategy, although it faced limitations. However, the Federal Reserve did object to other proposed capital actions, such as increasing the quarterly common dividend and initiating broader common share repurchases. Fifth Third Bancorp intends to resubmit its capital plan to address these objections. Investors should note that specific details regarding the reasons for the objections are considered confidential supervisory information and are not disclosed. The filing also includes forward-looking statements and a list of risk factors that could materially affect future results.

Key Highlights

  • 1Federal Reserve approval for Fifth Third Bancorp to continue its quarterly common dividend of $0.08 per share.
  • 2Approval for the redemption of up to $1.4 billion in certain trust preferred securities.
  • 3Authorization for share repurchases linked to after-tax gains from potential Vantiv, Inc. common share sales.
  • 4The Federal Reserve objected to other capital plan elements, including dividend increases and general share repurchases.
  • 5Fifth Third Bancorp plans to resubmit its capital plan to address the Federal Reserve's objections.
  • 6Vantiv, Inc. has made preliminary filings for a potential initial public offering (IPO).

Frequently Asked Questions

This 8-K filing is to disclose Fifth Third Bancorp's (FITB) response from the Federal Reserve regarding its 2012 Comprehensive Capital Analysis and Review (CCAR) submission, specifically focusing on approved and objected capital actions.

The Federal Reserve did not object to the continuation of the quarterly common dividend at $0.08 per share, the redemption of up to $1.4 billion in certain trust preferred securities, and share repurchases contingent on after-tax gains from potential Vantiv, Inc. common share sales.

The Federal Reserve objected to Fifth Third Bancorp's proposed increases in its quarterly common dividend and the initiation of common share repurchases beyond those tied to Vantiv share sales. The company intends to resubmit its plan to address these objections.

Based on this filing, a dividend increase and broader share repurchases are not immediately approved by the Federal Reserve. Fifth Third Bancorp must resubmit its capital plan to address the objections before such actions can be considered.