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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Bancorp’s common stock is traded in the

over-the-counter

market and is listed under the symbol “FITB” on the NASDAQ

®

Global Select Market System.

See a discussion of dividend limitations that the subsidiaries can pay to the Bancorp discussed in Note 4 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference. Additionally, as of December 31, 2019, the Bancorp had 37,873 shareholders of record.

Issuer Purchases of Equity Securities
PeriodTotal Number of Shares Purchased (a)Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares that May Yet be Purchased Under the Plans or Programs (b)
October 20199,243,819$29.539,020,16377,586,469
November 2019141,01430.08-77,586,469
December 20191,229,67728.941,149,12176,437,348
Total10,614,510$29.4710,169,28476,437,348
(a)Includes 445,226 shares repurchased during the fourth quarter of 2019 in connection with various employee compensation plans of the Bancorp. These purchases do not count against the maximum number of shares that may yet be purchased under the Board of Directors’ authorization.
(b)During the second quarter of 2019, the Bancorp announced that its Board of Directors had authorized management to purchase 100 million shares of the Bancorp’s common stock through the open market or in any private transactions. The authorization does not include specific price targets or an expiration date. This share repurchase authorization replaces the Board’s previous authorization pursuant to which approximately 20 million shares remained available for repurchase by the Bancorp.

See further discussion on share repurchase transactions and stock-based compensation in Note 25 and Note 26 of the Notes to Consolidated Financial Statements, which is incorporated herein by reference.

39 Fifth Third Bancorp

The following performance graphs do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bancorp specifically incorporates the performance graphs by reference therein.

Total Return Analysis

The graphs below summarize the cumulative return experienced by the Bancorp’s shareholders over the years 2014 through 2019, and 2009 through 2019, respectively, compared to the S&P 500 Stock and the S&P Banks indices.

FIFTH THIRD BANCORP VS. MARKET INDICES

40 Fifth Third Bancorp

2019 ANNUAL REPORT

FINANCIAL CONTENTS

Glossary of Abbreviations and Acronyms42
Selected Financial Data43
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview44
Non-GAAP Financial Measures48
Recent Accounting Standards50
Critical Accounting Policies50
Statements of Income Analysis53
Business Segment Review61
Fourth Quarter Review70
Balance Sheet Analysis72
Risk Management - Overview78
Credit Risk Management79
Market Risk Management93
Liquidity Risk Management98
Operational Risk Management99
Compliance Risk Management100
Capital Management101
Off-Balance Sheet Arrangements103
Contractual Obligations and Other Commitments104
Report of Independent Registered Public Accounting Firm105
Financial Statements
Consolidated Balance Sheets107
Consolidated Statements of Income108
Consolidated Statements of Comprehensive Income109
Consolidated Statements of Changes in Equity110
Consolidated Statements of Cash Flows111
Notes to Consolidated Financial Statements
Summary of Significant Accounting and Reporting Policies112Long-Term Debt153
Supplemental Cash Flow Information122Commitments, Contingent Liabilities and Guarantees156
Business Combination122Legal and Regulatory Proceedings160
Restrictions on Cash, Dividends and Other Capital Actions125Related Party Transactions162
Investment Securities126Income Taxes164
Loans and Leases128Retirement and Benefit Plans166
Credit Quality and the Allowance for Loan and Lease Losses130Accumulated Other Comprehensive Income170
Bank Premises and Equipment138Common, Preferred and Treasury Stock172
Operating Lease Equipment138Stock-Based Compensation174
Lease Obligations – Lessee139Other Noninterest Income and Other Noninterest Expense178
Goodwill141Earnings Per Share179
Intangible Assets141Fair Value Measurements180
Variable Interest Entities142Regulatory Capital Requirements and Capital Ratios189
Sales of Receivables and Servicing Rights145Parent Company Financial Statements190
Derivative Financial Instruments147Business Segments192
Other Assets152Subsequent Event196
Short-Term Borrowings152
Management’s Assessment as to the Effectiveness of Internal Control over Financial Reporting197
Report of Independent Registered Public Accounting Firm198
Consolidated Ten Year Comparison206
Directors and Officers207
Corporate Information

41 Fifth Third Bancorp

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

Fifth Third Bancorp provides the following list of abbreviations and acronyms as a tool for the reader that are used in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Consolidated Financial Statements and the Notes to Consolidated Financial Statements.

ALCO: Asset Liability Management Committee ALLL: Allowance for Loan and Lease Losses AOCI: Accumulated Other Comprehensive Income (Loss) APR: Annual Percentage Rate ARM: Adjustable Rate Mortgage ASF: Available Stable Funding ASU: Accounting Standards Update ATM: Automated Teller Machine BCBS : Basel Committee on Banking Supervision BHC: Bank Holding Company BOLI: Bank Owned Life Insurance BPO: Broker Price Opinion bps: Basis Points CCAR: Comprehensive Capital Analysis and Review CDC: Fifth Third Community Development Corporation CECL: Current Expected Credit Loss CET1: Common Equity Tier 1 CFPB: United States Consumer Financial Protection Bureau C&I: Commercial and Industrial DCF: Discounted Cash Flow DTCC: Depository Trust & Clearing Corporation DTI: Debt-to-Income Ratio ERM: Enterprise Risk Management ERMC: Enterprise Risk Management Committee EVE: Economic Value of Equity FASB: Financial Accounting Standards Board FDIC: Federal Deposit Insurance Corporation FHA: Federal Housing Administration FHLB: Federal Home Loan Bank FHLMC: Federal Home Loan Mortgage Corporation FICO: Fair Isaac Corporation (credit rating) FINRA: Financial Industry Regulatory Authority FNMA: Federal National Mortgage Association FOMC: Federal Open Market Committee FRB: Federal Reserve Bank FTE: Fully Taxable Equivalent FTP: Funds Transfer Pricing FTS: Fifth Third Securities GNMA: Government National Mortgage Association GSE: United States Government Sponsored Enterprise HQLA: High Quality Liquid Assets IPO: Initial Public Offering IRC: Internal Revenue Code IRLC: Interest Rate Lock CommitmentIRS: Internal Revenue Service ISDA: International Swaps and Derivatives Association, Inc. LCR: Liquidity Coverage Ratio LIBOR: London Interbank Offered Rate LIHTC: Low-Income Housing Tax Credit LLC: Limited Liability Company LTV: Loan-to-Value Ratio MD&A: Management’s Discussion and Analysis of Financial Condition and Results of Operations MSR: Mortgage Servicing Right N/A: Not Applicable NAV: Net Asset Value NII: Net Interest Income NM: Not Meaningful NPR: Notice of Proposed Rulemaking NSFR: Net Stable Funding Ratio OAS: Option-Adjusted Spread OCC: Office of the Comptroller of the Currency OCI: Other Comprehensive Income (Loss) OREO: Other Real Estate Owned OTTI: Other-Than-Temporary Impairment PCI: Purchase Credit Impaired PSA: Performance Share Award RCC: Risk Compliance Committee ROU: Right-of-Use RSA: Restricted Stock Award RSF: Required Stable Funding RSU: Restricted Stock Unit SAR: Stock Appreciation Right SBA: Small Business Administration SEC: United States Securities and Exchange Commission SOFR: Secured Overnight Financing Rate TBA: To Be Announced TCJA: Tax Cuts and Jobs Act TDR: Troubled Debt Restructuring TILA: Truth in Lending Act TRA: Tax Receivable Agreement TruPS: Trust Preferred Securities U.S.: United States of America U.S. GAAP: United States Generally Accepted Accounting Principles VA: United States Department of Veterans Affairs VIE: Variable Interest Entity VRDN: Variable Rate Demand Note

42 Fifth Third Bancorp

SELECTED FINANCIAL DATA

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