4833-1164-7178.v1 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

HEAVY & GENERAL LABORERS’ LOCAL 

472 & 172 PENSION AND ANNUITY 

FUNDS, Individually and on Behalf of All 

Others Similarly Situated, 

Plaintiff, 

vs. 

FIFTH THIRD BANCORP, et al., 

Defendants. 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

) 

Case No. 1:20-cv-02176 

CLASS ACTION 

Judge Sara L. Ellis 

DEMAND FOR JURY TRIAL 

CONSOLIDATED COMPLAINT FOR VIOLATIONS OF 

THE FEDERAL SECURITIES LAWS 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 1 of 67 PageID #:726
TABLE OF CONTENTS 

Page 

- i - 

4833-1164-7178.v1 

I. INTRODUCTION ...............................................................................................................1

II. JURISDICTION AND VENUE ..........................................................................................2

III. PARTIES .............................................................................................................................2

IV. FACTUAL BACKGROUND ..............................................................................................4

A. The Wells Fargo Fake Account Scandal Is Revealed in September 2016 ...............4

B. Fifth Third Receives a CFPB Investigative Demand Notice Regarding Its 

Own Unauthorized Account Scandal on November 3, 2016 ...................................6

C. Defendants Fail to Disclose the CFPB Investigation or Known Problems 

with Unauthorized Accounts and Credit Card Applications ....................................6

D. Investors Are Assured About Defendants’ Knowledge of Known Risks 

and the Importance of Fifth Third’s Consumer Banking Segment ..........................8

E. Defendants Take Advantage of the Market Not Knowing About the CFPB 

Investigation or Fifth Third’s Unethical Practices ...................................................9

F. The Retirement of Fifth Third’s Chief Risk Officer Is Announced in 

January 2020 ..........................................................................................................10

G. The Truth About the CSFB Investigation and Fifth Third’s Unauthorized 

Account Scandal Is Revealed in March 2020 ........................................................10

H. Documents from the CFPB Action and Confidential Witness Allegations 

Corroborate the Scope of Fifth Third’s Unethical and Illegal Practices ................15

V. DEFENDANTS’ FALSE AND MISLEADING STATEMENTS AND 

MATERIAL OMISSIONS MADE DURING THE CLASS PERIOD .............................19

A. Defendants’ Misleading Statements and Material Omissions Regarding 

Risks Facing Fifth Third ........................................................................................19

B. Defendants’ Misleading Statements and Material Omissions Regarding 

Fifth Third’s Risk Management Practices .............................................................24

C. Defendants’ Misleading Statements and Material Omissions Regarding 

Fifth Third’s Code of Business Conduct and Ethics ..............................................27

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 2 of 67 PageID #:727
Page 

- ii - 

4833-1164-7178.v1 

D. Defendants’ False and Misleading Statements and Omissions Regarding 

Fifth Third’s Product Cross Selling, Consumer Business and Customer 

Relations ................................................................................................................31

E. Defendants’ False and Misleading Statements Concerning Fifth Third’s 

Incentive Compensation .........................................................................................35

VI. THE TRUTH IS REVEALED ...........................................................................................37

VII. ADDITIONAL SCIENTER ALLEGATIONS ..................................................................42

A. Defendants’ Admitted Knowledge of Known Risks .............................................42

B. Defendants Collect Over $35.4 Million in Incentive Compensation and 

Insider Trading .......................................................................................................47

C. Defendants Complete $242 Million Offering of Fifth Third Securities ................50

D. Defendants Issued 131 Million Shares of Fifth Third Common Stock to 

Complete $4.3 Billion Acquisition of MB Financial .............................................50

VIII. LOSS CAUSATION AND ECONOMIC LOSS ...............................................................51

IX. PRESUMPTION OF RELIANCE .....................................................................................54

X. NO SAFE HARBOR .........................................................................................................55

XI. CLASS ACTION ALLEGATIONS ..................................................................................56

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 3 of 67 PageID #:728
- 1 - 

4833-1164-7178.v1 

Plaintiff, individually and on behalf of all others similarly situated, alleges the following 

based upon personal knowledge as to Plaintiff’s own acts and upon information and belief as to all 

other matters based on the investigation conducted by and through Plaintiff’s attorneys. This 

investigation included, among other things: review and analysis of U.S. Securities and Exchange 

Commission (“SEC”) filings by Fifth Third Inc. (“Fifth Third,” the “Bank” or the “Company”); 

Company press releases and earnings call transcripts; public information regarding Fifth Third 

including information posted on the Company website; analyst reports and media reports about the 

Company and the industry; litigation involving Fifth Third, including the pending Consumer 

Financial Protection Board (“CFPB”) action against the Bank (Bureau of Consumer Financial 

Protection v. Fifth Third Bank, Nat’l Assoc., No. 1:20-cv-01683 (N.D. Ill.)); and consultation with 

former Fifth Third employees. Plaintiff believes that substantial additional evidentiary support will 

exist for the allegations set forth herein after a reasonable opportunity for discovery. 

I. INTRODUCTION 

1. This securities class action is brought on behalf of all purchasers of Fifth Third 

common stock between November 9, 2016 and March 6, 2020, inclusive (the “Class Period”), 

seeking to pursue remedies under §§10(b) and 20(a) of the Securities Exchange Act of 1934 

(“Exchange Act”), 15 U.S.C. §§78j(b) and 78t(a), and SEC Rule 10b-5, 17 C.F.R. §240.10b-5, 

promulgated thereunder. 

2. This action centers on Defendants’ concealment of Fifth Third’s illegal and unethical 

cross-sell strategies that had been ongoing at the Company from at least 2008, to increase the 

number of products and services it provided its customers. Defendants further concealed that on 

November 3, 2016, one of the agencies that regulated Fifth Third, the CFPB, commenced an 

investigation into Fifth Third’s illegal and unethical practices. As a result of their failure to disclose 

these practices and the ensuing investigation to investors, throughout the Class Period, Defendants 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 4 of 67 PageID #:729
- 2 - 

4833-1164-7178.v1 

made false and misleading statements and material omissions regarding the regulatory and 

reputational risks Fifth Third was facing, its ineffective risk management practices, the Company’s 

Code of Business Conduct and Ethics and the Company’s product cross-selling and consumer 

business. 

II. JURISDICTION AND VENUE 

3. The claims asserted herein arise under and pursuant to §§10(b) and 20(a) of the 

Exchange Act, 15 U.S.C. §§78j(b) and 78t(a), and SEC Rule 10b-5, 17 C.F.R. §240.10b-5, 

promulgated thereunder. 

4. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. 

§§1331 and 1337, and §27 of the Exchange Act, 15 U.S.C. §78aa. 

5. Venue is proper in this district pursuant to 28 U.S.C. §1391(b)-(c), and §27 of the 

Exchange Act, 15 U.S.C. §78aa. Fifth Third transacts business and has two corporate offices in this 

district, including the Fifth Third Center at 222 S. Riverside Plaza, Chicago, Illinois 60606, and a 

substantial portion of the acts alleged herein took place in this district. 

6. In connection with the acts alleged in this complaint, Defendants, directly or 

indirectly, used the means and instrumentalities of interstate commerce, including but not limited to, 

the mails, interstate telephone communications and the facilities of the national securities markets. 

III. PARTIES 

7. Plaintiff, Heavy & General Laborers’ Local 472 & 172 Pension and Annuity Funds, 

is based in Newark, New Jersey, and was appointed Lead Plaintiff on June 29, 2020. ECF No. 41. 

As set forth at ECF No. 20-3, Plaintiff purchased shares of Fifth Third common stock during the 

Class Period. 

8. Defendant Fifth Third is incorporated in Ohio and has two corporate offices in this 

district, including the Fifth Third Center at 222 S. Riverside Plaza, Chicago, Illinois 60606. The 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 5 of 67 PageID #:730
- 3 - 

4833-1164-7178.v1 

Company’s securities trade in an efficient market on the Nasdaq Global Select Market under the 

ticker symbol “FITB.” 

9. Defendant Greg D. Carmichael (“Carmichael”) has served as Fifth Third’s President 

and Chief Executive Officer at all relevant times, and as the Company’s Chairman of the Board of 

Directors since January 2018. 

10. Carmichael made or had authority over the content and dissemination of the false and 

misleading statements and material omissions set forth herein at ¶¶52-55, 58-62, 65-68, 70-76, 79-

80, 82-84, and is liable for those false statements and omissions. Carmichael is also a control person 

of Fifth Third within the meaning of §20(a) of the Exchange Act. 

11. Defendant Tayfun Tuzun (“Tuzun”) has served as Fifth Third’s Executive Vice 

President and Chief Financial Officer at all relevant times. 

12. Tuzun made or had authority over the content and dissemination of the false and 

misleading statements and material omissions set forth herein at ¶¶52-55, 58-62, 70-72, 82-84, and is 

liable for those false statements and omissions. Tuzun is also a control person of Fifth Third within 

the meaning of §20(a) of the Exchange Act. 

13. Defendants Carmichael and Tuzun sometimes referred to herein collectively as the 

“Individual Defendants.” The Individual Defendants possessed the power and authority to control 

the contents of Fifth Third’s SEC filings, press releases and other market communications. The 

Individual Defendants were provided with copies of Fifth Third’s SEC filings and press releases 

alleged herein to be misleading prior to and shortly after their issuance and had the ability and 

opportunity to prevent their issuance or to cause them to be corrected. Because of their positions 

with Fifth Third, and their access to material information available to them but not to the public, the 

Individual Defendants knew that the adverse facts specified herein had not been disclosed to and 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 6 of 67 PageID #:731
- 4 - 

4833-1164-7178.v1 

were being concealed from the public, and that the representations being made were then materially 

false and misleading. 

IV. FACTUAL BACKGROUND 

A. The Wells Fargo Fake Account Scandal Is Revealed in September 

2016 

14. On September 8, 2016, the CFPB published an enforcement action and Consent Order 

against Wells Fargo & Company. The CFPB, joined by other regulators, sought to punish Wells 

Fargo for its “illegal practice of secretly opening unauthorized deposit and credit card accounts.” 

The CFPB’s announcement of the enforcement action noted that the underlying facts were known to 

Wells Fargo prior to the CFPB probe and that an internal investigation had revealed fraudulent 

practices. Specifically, the CFPB found that Wells Fargo had: 

(1) opened unauthorized deposit accounts for existing customers and transferred 

funds to those accounts without the customers’ knowledge or consent; 

(2) submitted applications for credit cards in customers’ names without the 

customers’ knowledge or consent; 

(3) enrolled customers in online banking services they did not request; and 

(4) ordered and activated debit cards using customers’ information without their 

knowledge or consent. 

15. The CFPB’s September 8, 2016 announcement also noted that Wells Fargo had 

“compensation incentive programs for its employees that encouraged them to sign up existing clients 

for deposit accounts, credit cards, debit cards, and online banking” and that “Wells Fargo employees 

illegally enrolled consumers in these products and services without their knowledge or consent in 

order to obtain financial compensation for meeting sales targets.” CFPB Director Richard Cordray 

remarked, ““Today’s action should serve notice to the entire industry that financial incentive 

programs, if not monitored carefully, carry serious risks that can have serious legal consequences.”” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 7 of 67 PageID #:732
- 5 - 

4833-1164-7178.v1 

16. As a result of the CFPB action, Wells Fargo’s stock price dropped $1.18 per share on 

Friday, September 9, 2016, from $49.90 to $48.72, and then continued dropping the following week. 

17. Following the filing of the CFPB action, a September 16, 2016 Reuters article 

reported that, “A phantom account scandal at Wells Fargo & Co. has put the U.S. bank’s disclosure 

policies under a harsh spotlight.” Under the heading “Material Or Not?” the Reuters article noted 

that, “The tactics deployed in its branches were not a surprise for Wells.” The bank had been 

looking into them since 2011, but “[n]o mention is made of the bank’s internal probe, or authorities’ 

probes in the ‘legal actions’ section of [Wells Fargo’s] latest quarterly or annual securities 

filings. . . . Experts said Wells Fargo would have been wise to at least flag the issue earlier.” The 

article also quoted former SEC Chairman Arthur Levitt saying, “It is a scandal of almost 

unimaginable proportions” and “‘[y]ou cannot hold management immune from its consequences.’” 

18. Later in September 2016, Wells Fargo’s CEO, John Stumpf, testified under oath 

before the Senate Committee on Banking, Housing, and Urban Affairs and the House Financial 

Services Committee. During his testimony, Stumpf claimed, “We never directed nor wanted our . . . 

team members, to provide products and services to customers that they did not want or need.” But 

under questioning from members of Congress, Stumpf admitted that he and bank executives had 

been aware of unethical practices in the retail banking segment of Wells Fargo for several years prior 

to September 2016, as well as regulatory investigations into those unethical practices. 

19. During his testimony, Wells Fargo’s CEO also tried to downplay the fake account 

issue, claiming it “was not a material event” and that the bank just “had some indication that we had 

one percent of our people who were doing the wrong thing.” But in response to Pennsylvania 

Senator Pat Toomey’s question, “When did you begin to disclose in SEC filings that you had this 

potentially material adverse set of circumstances that could certainly have huge damage to your 

reputational value?” Stumpf said, “I don’t know.” Senator Toomey continued: “Well, we haven’t 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 8 of 67 PageID #:733
- 6 - 

4833-1164-7178.v1 

been able to discover such a disclosure and the SEC very clearly requires disclosure of material 

adverse circumstances. And I don’t know how this could not be deemed material. . . . [T]he 

reputational damage done to the bank is clearly material.” 

20. Two weeks after his Congressional testimony, Wells Fargo fired Stumpf as CEO and 

announced he would have to forfeit $41 million in previously awarded compensation. 

B. Fifth Third Receives a CFPB Investigative Demand Notice Regarding 

Its Own Unauthorized Account Scandal on November 3, 2016 

21. Less than two months after the Wells Fargo unauthorized account scandal was 

disclosed, and one month after Wells Fargo’s CEO was fired, the CFPB notified Fifth Third that the 

Bureau was investigating the same activities at the Company. According to a court filing Fifth Third 

made in the CFPB action, “The Bureau commenced its investigation into Fifth Third’s sales 

practices on November 3, 2016, with a Civil Investigative Demand (“CID”) addressed to the Bank’s 

President and CEO [Defendant Carmichael].” The Investigative Demand notice sent to Carmichael 

identified that it concerned “Specific Sales Practices” at Fifth Third, including “opening an account 

for any product or service offered by the Company without the knowledge and consent of a 

consumer,” “changing, without the consumer’s knowledge and consent, the type of account or 

service in which the consumer is enrolled,” and “engaging in unauthorized transactions on behalf of 

a consumer.” Between 2017 and 2019, the CFPB issued five additional Civil Investigative Demands 

to Fifth Third regarding the use of unauthorized accounts and predatory consumer practices at the 

Company. 

C. Defendants Fail to Disclose the CFPB Investigation or Known 

Problems with Unauthorized Accounts and Credit Card Applications 

22. Despite previous warnings about the opening of unauthorized accounts at Fifth Third, 

including credit card applications, and receipt of the CFPB Civil Investigative Demand notice on 

November 3, 2016, Defendants failed to publicly disclose the existence of either the investigation or 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 9 of 67 PageID #:734
- 7 - 

4833-1164-7178.v1 

the unethical practices at the Bank. In statements to investors between the end of 2016 and early 

2020, Defendants repeatedly spoke about “taking advantage of cross-sell opportunities” generated by 

synergies formed by the Company’s business segments, and they touted the Company’s growth 

strategy for its consumer business – which had included unethical practices – while omitting any 

mention of the CFPB investigation or the unauthorized accounts that Defendants used to boost the 

Bank’s consumer business. 

23. Defendants also routinely touted Fifth Third’s robust compliance risk management, 

claiming that “Fifth Third focuses on managing regulatory compliance risk in accordance with [its] 

integrated risk management framework, which ensures consistent processes for identifying, 

assessing, managing, monitoring, and reporting risks”; that “[t]o mitigate compliance risk, 

Compliance Risk Management provides independent oversight to ensure consistency and 

sufficiency, and ensures that lines of business, regions and support functions are adequately 

identifying, assessing and monitoring compliance risks and adopting proper mitigation strategies”; 

and that “[a]dditionally, Compliance Risk Management implements key compliance programs and 

processes including but not limited to, risk assessment, key risk indicators, issues tracking, [and] 

regulatory compliance testing and monitoring.” Similarly, Fifth Third’s Code of Business Conduct 

and Ethics, which was publicly filed, repeatedly claimed that “Unethical business practices are 

strictly prohibited,” including, “Incentive gaming,” “Falsifying documents or inflating performance 

results,” and “Opening bogus or fake accounts,” and “There is zero tolerance for internal fraud 

within Fifth Third’s organization.” 

24. And in its risk disclosures, even as the CFPB investigation and the use of 

unauthorized accounts was already known to them, Fifth Third purported to warn investors about the 

potential risk that “a violation of law or regulation by another financial institution may give rise to 

an inquiry or investigation by regulators or other authorities of the same or similar practices by Fifth 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 10 of 67 PageID #:735
- 8 - 

4833-1164-7178.v1 

Third,” “Fifth Third is also subject to risk from potential employee misconduct, including noncompliance with policies and improper use . . . of confidential information” and “Fifth Third’s 

framework for managing risks may not be effective in mitigating its risk and loss.” 

D. Investors Are Assured About Defendants’ Knowledge of Known Risks 

and the Importance of Fifth Third’s Consumer Banking Segment 

25. While failing to disclose the CFPB investigation or the unauthorized account issue at 

Fifth Third, Defendants assured investors that the Company’s “robust and active risk management 

practices” ensured they would have known about such issues and that the issues would have been 

escalated to senior management and the Board of Directors. For example, every year in Fifth 

Third’s SEC Forms 10-K and Forms 10-Q, Defendants touted their “risk management framework, 

which ensures consistent processes for identifying, assessing, managing, monitoring, and reporting 

risks” and their “focus[] on the reporting and escalating of compliance issues to senior management 

and the Board.” And in the Company’s Code of Business Conduct and Ethics, which was publicly 

disseminated on March 16, 2016, September 25, 2017, September 24, 2018 and September 20, 2019, 

Fifth Third told investors that “[e]very Fifth Third employee has a responsibility to communicate 

situations that could cause risk or harm to Bancorp or our customers,” including “[o]pening accounts 

. . . without customer authorization,” that Fifth Third “investigates every concern that employees 

report through any channel,” and that “[e]very report of a violation is taken seriously.” 

26. While Defendants were assuring investors about their “robust” risk management 

practices, they were also extolling the importance of Fifth Third’s consumer banking segment. For 

example, at Fifth Third’s December 7, 2017 Investor Day conference, the Company’s Executive 

Vice President and Head of Regional Banking, Phil McHugh, emphasized how crucial consumer 

banking was to the Company: “Today, we comprise roughly 38% of our loan portfolio and we 

account for 60% of the total deposits. We generate nearly 50% of the total revenue for the 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 11 of 67 PageID #:736
- 9 - 

4833-1164-7178.v1 

company.” Similarly, at a December 7, 2016 Goldman Sachs US Financial Services Conference, 

defendant Carmichael stated the Bank was “looking for a more balanced growth between our 

consumer and our commercial businesses. To that end, we are focused on growing our credit card 

and unsecured personal lending businesses.” Likewise, defendant Tuzun told investors at the March 

7, 2018 RBC Capital Markets Conference that the Company’s “fundamental metric is household 

growth,” stating that “[a]s long as we can grow households, then we are achieving what we need to 

achieve.” 

E. Defendants Take Advantage of the Market Not Knowing About the 

CFPB Investigation or Fifth Third’s Unethical Practices 

27. By failing to disclose the truth to investors about the CFPB investigation or the 

unauthorized account issue at Fifth Third, Defendants kept the Company’s stock price trading at an 

artificially inflated level throughout the Class Period. In turn, Defendants were able to take 

advantage of their fraudulent conduct. Between 2017 and 2019, defendants Carmichael and Tuzun 

pocketed more than $24.3 million and $6.2 million in incentive compensation, respectively. In 

addition to his incentive compensation, Carmichael also profited from insider trading, selling 

197,374 shares of his Fifth Third stock for over $5.8 million in proceeds – all while he knew, but 

failed to disclose, that Fifth Third had the same unauthorized account and credit card issues that had 

been uncovered at Wells Fargo and that the CFPB was actively investigating those unethical 

practices. 

28. Defendants also took advantage of Fifth Third’s inflated stock price to facilitate a 

massive stock offering and complete one of the largest banking acquisitions in Chicago’s history. 

Specifically, in September 2019, Fifth Third sold 10 million preferred shares, raising more than $242 

million. And in May 2019, Fifth Third issued approximately 131 million shares of common stock, 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 12 of 67 PageID #:737
- 10 - 

4833-1164-7178.v1 

which was then trading at an inflated price of $24.62 per share, to complete a $4.7 billion acquisition 

of MB Financial. 

F. The Retirement of Fifth Third’s Chief Risk Officer Is Announced in 

January 2020 

29. On January 30, 2020, Fifth Third announced that its Chief Risk Officer, Frank 

Forrest, was leaving his position “effective immediately” and would officially retire from the 

Company by the end of the year. Forrest had served as Chief Risk Officer since 2014, and no 

explanation was provided about why he was leaving Fifth Third. But in the three years since Fifth 

Third received the CFPB’s Civil Investigative Demand notice, and while Defendants failed to 

disclose the CFPB investigation or the unauthorized account issue underlying that investigation, 

Forrest sold over $3.0 million worth of his Fifth Third stock. 

G. The Truth About the CSFB Investigation and Fifth Third’s 

Unauthorized Account Scandal Is Revealed in March 2020 

30. On March 2, 2020, less than five weeks after Fifth Third reported that its Chief Risk 

Officer was retiring, the Company filed its Annual Report on Form 10-K for FY 2019 with the SEC. 

At page 161 of the Form 10-K, Fifth Third disclosed for the first time that “the CFPB staff has 

notified Fifth Third that it intends to file an enforcement action in relation to alleged unauthorized 

account openings. . . . The impact of this potential enforcement action has been reflected in our 

reasonably possible losses.” After the close of the market on March 2, 2020, Barclays Capital issued 

a report on Fifth Third titled “2019 10-K Review: CFPB Action for Unauthorized Account 

Openings.” Based on the Form 10-K, the report included that “CFPB staff notified FITB [Fifth 

Third] that it intends to file an enforcement action in relation to alleged unauthorized account 

openings.” The report also identified that in conjunction with the disclosure of the CFPB action, 

Fifth Third had more than doubled its reserve for “reasonably possible . . . losses related to legal and 

regulatory proceedings,” from $27 million in 3Q 2019 to $56 million. 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 13 of 67 PageID #:738
- 11 - 

4833-1164-7178.v1 

31. Despite Fifth Third’s burying of the information about the CFPB action in the Form 

10-K, members of the media also uncovered and reported the negative news. For example, on 

March 4, 2020, the online publisher housingwire.com published an article titled “Fifth Third facing 

its own fake account fiasco: Bank discloses that CFPB plans enforcement action.” The same day, 

American Banker issued an article titled “Fifth Third latest bank in CFPB crosshairs over phony 

accounts.” And on March 6, 2020, Axios issued a story reporting that “[t]he banking industry’s fake 

account scheme may have been widespread” and that “the CFPB is targeting [Fifth Third] for 

‘alleged unauthorized account openings.’” 

32. As a result of the disclosure about the CFPB fake account action, Fifth Third’s stock 

price dropped from a close of $25.72 on March 2, 2020 to a close of $24.44 on March 3, 2020, a 

$1.28 per share decline on unusually high volume. Fifth Third’s share price continued to drop in the 

days following the disclosure of the CFPB action, falling to $22.20 by March 6, 2020, a loss of 

$3.52 per share or 14% in four days. 

33. During the day on Monday, March 9, 2020, the CFPB issued a press release titled 

“Consumer Financial Protection Bureau Files Suit Against Fifth Third Bank, National Association 

for Allegedly Opening Unauthorized Accounts and Enrolling Consumers in Unauthorized Products 

and Services” and filed its complaint alleging Fifth Third had violated the Consumer Financial 

Protection Act’s prohibition against unfair and abusive acts, the Truth in Lending Act, and the Truth 

in Savings Act. 

34. The CFPB press release reported that “for several years Fifth Third, without 

consumers’ knowledge or consent: opened deposit and credit-card accounts in consumers’ names; 

transferred funds from consumers’ existing accounts to new, improperly opened accounts; enrolled 

consumers in unauthorized online-banking services; and activated unauthorized lines of credit on 

consumers’ accounts.” It further reported that “for years and continuing through at least 2016, Fifth 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 14 of 67 PageID #:739
- 12 - 

4833-1164-7178.v1 

Third used a ‘cross-sell’ strategy to increase the number of products and services it provided to 

existing customers; used an incentive-compensation program to reward selling new products; 

conditioned employee-performance ratings and, in some instances, continued employment on 

meeting ambitious sales goals”; and that, “despite knowing since at least 2008 that employees were 

opening unauthorized consumer-financial accounts, Fifth Third took insufficient steps to detect and 

stop the conduct and to identify and remediate harmed consumers.” Linked to the press release was 

the filed version of the CFPB’s complaint. 

35. The CFPB’s complaint, filed in the United States District Court for the Northern 

District of Illinois, alleged eight counts against Fifth Third for violations of the Consumer Financial 

Protection Act’s prohibition against unfair and abusive acts or practices as well as the Truth in 

Lending Act and the Truth in Savings Act and their implementing regulations. According to the 

complaint, “Fifth Third used a ‘cross-sell’ strategy to increase the total number of products and 

services it provided to existing customers” and “also used an incentive-compensation program that 

rewarded managers and their subordinate employees for selling new products and services to 

existing customers.” The CFPB identified, “By 2010, at the latest, Fifth Third was aware that 

employees were opening products and services in consumers’ names without those consumers’ 

knowledge or consent in order to achieve sales goals or obtain incentive rewards.” According to a 

March 9, 2020 report in The New York Times, “A person familiar with the bank’s operations said it 

had begun investigating potential unauthorized transactions in 2010, after its internal compliance 

systems raised alarms.” 

36. The CFPB alleged that Fifth Third opened both deposit accounts and credit card 

accounts without customers’ knowledge or consent. For example, the CFPB complaint alleged that 

“Fifth Third imposed aggressive sales goals for its employees to sell credit cards to consumers, and 

its incentive-compensation program rewarded employees for selling new credit cards.” As a result, 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 15 of 67 PageID #:740
- 13 - 

4833-1164-7178.v1 

“By 2009, at the latest, Fifth Third noticed a spike in unauthorized credit cards being issued to 

consumers.” Nevertheless, “Fifth Third continued to emphasize sales and to maintain credit-card 

sales goals and incentive compensation.” 

37. Fifth Third also “imposed aggressive sales goals for its employees to enroll 

consumers in its online-banking services.” In order to hit these goals, the complaint stated, “From at 

least 2010 through at least 2016, Fifth Third enrolled consumers in online-banking services without 

their knowledge or consent.” Similarly, for Fifth Third’s “Early Access” program – a fee-based line 

of credit that allows funds to be withdrawn before they have been deposited in an account – the 

Company “imposed aggressive sales goals for its employees . . . and its incentive-compensation 

program rewarded employees for enrolling consumers in ‘fee-based products,’ including Early 

Access.” According to the CFPB: 

Fifth Third also opened Early Access lines of credit on consumers’ deposit 

accounts without customers’ knowledge or consent. Fifth Third was aware of this 

practice by June 2010, when senior management was notified of an increase in the 

number of calls by employees to the internal whistleblower hotline regarding the 

unauthorized opening of Early Access lines of credit. 

38. As the CFPB complaint emphasized, “Even after learning of unauthorized Fifth Third 

consumer-financial products and services by 2008, Fifth Third failed to change its sales practices to 

avoid consumer harm. Instead, Fifth Third continued to foster sales practices that were likely to 

cause unauthorized products and services.” According to the CFPB, Fifth Third “failed to take steps 

to determine and address a root cause of unauthorized accounts, which was consistently said by 

employees to be intense sales pressure,” and “failed to close known loopholes in its collection of 

proof of consumer authorization, thereby making it easy for employees to open accounts without 

valid signature cards for deposit accounts or applications for credit products.” “In short,” as the 

CFPB alleged, “Fifth Third focused on its own financial interests to the detriment of consumers.” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 16 of 67 PageID #:741
- 14 - 

4833-1164-7178.v1 

39. The CFPB press release and complaint immediately generated national news. For 

example, prior to the close of the market on March 9, 2020, Reuters published an article titled “U.S. 

consumer watchdog charges Fifth Third Bank on opening phony accounts” that reported, “The U.S. 

Consumer Financial Protection Bureau (CFPB) said on Monday it charged Fifth Third Bank, 

National Association, with creating fake client deposit and credit-card accounts and transferring 

clients’ funds to those accounts without consent, citing an abuse of fair lending and savings laws.” 

Similarly, The New York Times published an article on March 9, 2020 about the CFPB action 

headlined “Fifth Third Bank Opened Fraudulent Accounts, Consumer Bureau Says: For more than 

eight years the bank ignored signs that employees were opening unauthorized accounts to meet 

aggressive sales goals, a federal regulator said in a lawsuit.” The same day, The Wall Street Journal

published an article titled “CFPB Says Fifth Third Employees Opened Accounts Without Customer 

Consent: Lawsuit alleges bank didn’t do enough to monitor or adjust sales goals.” And the 

following day, DealBreaker published an article about the Fifth Third unauthorized account scandal 

titled “Fake Accounts Were Such a Good Idea, They Thought Of It Twice.” 

40. The day after Fifth Third’s disclosure of the CFPB complaint, during a Senate 

Committee on Banking, Housing, and Urban Affairs hearing, Ohio Senator Sherrod Brown 

remarked, “‘FDIC Chair Jelena McWilliams would have known about the fake accounts. She was 

legal officer at Fifth Third for a couple-year period. Leonard Chanin was also her deputy at Fifth 

Third before he became a deputy at FDIC. He would have known about the bureau’s fake-account 

investigation of Fifth Third.’”1

41. In substantial part as a result of the disclosures about Fifth Third’s unauthorized 

account scandal, the Company’s stock price dropped from a close of $22.20 on Friday, March 6, 

 

1

 Jelena McWilliams was Fifth Third’s Chief Legal Officer and Corporate Secretary from January 2017 

to May 2018. 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 17 of 67 PageID #:742
- 15 - 

4833-1164-7178.v1 

2020 to a close of $18.30 on Monday, March 9, 2020, a $3.90 per share decline. While the entire 

market was declining on March 9, 2020, Fifth Third’s stock price fell substantially more than the 

market as a whole (as reflected by the S&P 500) and the stock price of peer banks. Fifth Third’s 

share price continued to drop in the days following the filing of the CFPB action, falling to $15.90 

by March 12, 2020, a loss of $6.30 per share or 28% in four days. Indeed, prior to the market 

opening on March 10, 2020, a CNBC article identified Fifth Third as one of the “biggest movers in 

the premarket” and reported, “The bank was charged by the Consumer Financial Protection Bureau 

with opening new accounts without customer consent, in order to meet sales goals.” An article 

published on The Motley Fool website titled “Why Fifth Third’s Stock Plunged Over 20% in the 

Last Week,” reported: 

On top of those two strong headwinds [the Covid-19 pandemic and the 

Federal Reserve lowering interest rates], Fifth Third got hit with a lawsuit from the 

Consumer Financial Protection Bureau (CFPB) on March 9 for alleged illegal 

practices. . . . All this adds up to tough times for Fifth Third as the stock is down 

about 27% in the past five trading days during trading on Tuesday, and 54% year-todate. 

42. An April 5, 2020 article, also published on The Motley Fool website, similarly 

reported, “Fifth Third’s stock probably wouldn’t have fallen nearly as much in March, but it had the 

added headwind of being sued by the Consumer Financial Protection Bureau (CFPB) on March 9, 

which accused Fifth Third of opening fake accounts, not unlike the scandal that enveloped Wells 

Fargo (NYSE:WFC) in 2016.” 

H. Documents from the CFPB Action and Confidential Witness 

Allegations Corroborate the Scope of Fifth Third’s Unethical and 

Illegal Practices 

43. In conjunction with the CFPB’s November 3, 2016 Investigative Demand Notice, 

Fifth Third produced more than 50,000 pages of documents and emails to the CFPB, as well data 

regarding consumer accounts and products. While those documents have been shielded from the 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 18 of 67 PageID #:743
- 16 - 

4833-1164-7178.v1 

public, a small number of e-mails were filed in June 2020, in redacted form, in connection with a 

venue dispute in the CFPB action. Those e-mails evidence both the severity and knowledge of the 

use of unauthorized accounts at Fifth Third. 

44. In June 2010, an individual the CFPB identified as the Bank’s “head of retail 

banking” (names and e-mails addresses were redacted from the court filings) wrote in an internal 

Fifth Third email that the Chicago “leadership team have a reputation of less than desirable sales 

management practices”; that “Bullying and threats are often used to achieve results”; and, “As you 

probably know, there have been consistent problems around unauthorized credit card sales in 

Chicago.” 

45. Another email identifies a former regional manager of Fifth Third who was promoted 

after “reports that she did not engage in ethical sales practices with customers” and states, “We had a 

fraud issue within the Center and upon investigation discovered that [redacted name] had knowledge 

and allowed other employees to use each other’s terminals and IDs to conduct transactions (in some 

cases for themselves).” 

46. In a four-page resignation letter that the CFPB identified as sent to “bank 

management,” a Fifth Third employee discussed “witnessing unethical and predatory banking 

practices.” This banker had “tried to raise concerns through the ethics hotline, however it doesn’t 

appear that anything has come of it.” Specifically, the banker told Fifth Third’s management, “I 

would consider many of the sales practices and tactics used [at Fifth Third] to be predatory. Many of 

these sales practices were brought to us by the regional and market management. They are openly 

discussed on our conference calls.” The letter identifies “[p]olicies such as ‘everyone should have 2-

3 checking accounts’, or people ‘upgrading’ (switching existing MasterCard customers to Visa 

rewards) credit cards for customer[s] without telling them they are applying for new credit” and 

concludes, “We are becoming a ‘predatory’ institution.” The letter to Fifth Third’s management 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 19 of 67 PageID #:744
- 17 - 

4833-1164-7178.v1 

further stated, “The most common thing I see is customers that have 2 or 3 other checking accounts 

that they didn’t even know they had. . . . One of the ‘plays’ (sales tactics) in our region is to get 

everyone to have a second or third checking account. . . . Uneducated customers of ours are being 

target[ed] to get sales; this is subsequently causing more unnecessary overdrafts by spreading out a 

customer’s funds and also service fees for many customers.” “The motivation for these practices is 

simple,” wrote the Fifth Third banker, “if you don’t meet your goal you get fired. That’s what I’ve 

been told, and that’s what other employees have been told, they are pushing the ethical envelope in 

order to save their jobs.” 

47. Citing to deposition testimony, the CFPB briefing (“Opposition to Motion to 

Transfer Venue”) also states that “Fifth Third . . . internally investigated cases of what it called 

‘gaming.’ Gaming, according to Fifth Third, includes opening unauthorized accounts but is broadly 

defined as the ‘manipulation or concealment of accounts or activities with intent to deceive either 

customer or bank for personal gain,’ including ‘goal attainment, financial gain, retention of position, 

etc.’” The CFPB briefing also identifies that “Fifth Third admits that from 2010 to 2016 it opened 

more than 1,000 accounts without . . . authorization,” and notes, “There is substantial evidence that 

Fifth Third’s admission understates its problem, and Fifth Third continued to drive sales without 

implementing a systematic way to detect unauthorized accounts.” In fact, the first demand for relief 

alleged in the CFPB complaint is to “permanently enjoin Fifth Third from, without the consumer’s 

consent: (1) opening any deposit account; (2) issuing any credit card; (3) enrolling the consumer in 

online banking services; and (4) opening an line of credit.” 

48. Former employees of Fifth Third have provided additional detail of the unauthorized 

account scandal. According to a former Fifth Third employee who worked at the Bank from July 

2001 to July 2020 at branches in Illinois, Fifth Third’s regional bank managers were using financial 

incentives to entice branch managers to meet certain sales goals for credit card applications at the 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 20 of 67 PageID #:745
- 18 - 

4833-1164-7178.v1 

branch level as late as 2020. According to this employee, during the years he/she worked at the 

Bank and up to 2020, employees were incentivized to open new accounts, which encouraged a 

practice called gaming, the opening of bogus accounts to meet sales goals. Both new loan and credit 

card applications were key metrics by which employee performance was measured. Two former 

financial center managers who worked at the Company prior to and during the Class Period reported 

that the pressure imposed on personnel to cross-sell and achieve sales results was intense. 

49. While gaming practices had already existed at Fifth Third, they increased when 

former Wells Fargo personnel were hired by Fifth Third in 2010. For example, another former 

employee, who was a Fifth Third Financial Center Manager and held other positions from 2004 to 

2015, reported that when former Wells Fargo executives joined Fifth Third, bank manager incentive 

compensation for opening new accounts dramatically increased, including bonuses of $10,000 per 

quarter for hitting set account goals. Employees who did not reach their goals were under threat of 

losing their jobs. According to this former employee, it was internally known that the only way to 

meet new account goals was to open bogus accounts. This former employee also reported on 

unethical practices with regard to opening credit cards. For example, if a customer reported a lost or 

stolen credit card, unbeknownst to the customer the account would not be closed but rather rendered 

inactive and then a new account would be opened, resulting in the customer having two accounts. 

Another unethical practice employees used to boost their numbers occurred when a customer applied 

for and received a home equity loan; the bank, without the customer’s knowledge, applied for a 

credit card for the customer, or two credit cards if there were joint owners of the home. Similarly, 

this practice was also used with regular bank accounts. If a customer opened a checking account 

they would automatically be given a savings account without their authorization. These practices 

were known and used by employees to meet otherwise unobtainable production goals set by 

management. 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 21 of 67 PageID #:746
- 19 - 

4833-1164-7178.v1 

50. Former Company employees described other unethical practices engaged in by Fifth 

Third employees due to pressures imposed by the Bank to obtain sales goals, including selling 

products to customers (such as additional checking and savings accounts) that the customers did not 

actually need. A former branch manager who had been with Fifth Third since 2002 reported that this 

type of unethical account practice was ongoing and that employees were trained for it. For example, 

branch employees were instructed to pressure customers to open several separate accounts as either a 

budgeting tool or to pay different loans, which was not necessary. This employee also reported the 

routine practice of using customers’ credit scores, without their knowledge, to increase credit card 

account openings. For instance, when a customer came into the branch for routine business, branch 

employees were instructed to check their credit scores, and if the score was good, the customer 

would be advised that their current Fifth Third credit card was compromised and the bank would 

send the customer a new card with a new account number. This witness confirmed that branch 

employees engaged in these tactics to maintain their sales quotas. 

V. DEFENDANTS’ FALSE AND MISLEADING STATEMENTS AND 

MATERIAL OMISSIONS MADE DURING THE CLASS PERIOD 

51. During the Class Period, Defendants made false and misleading statements and 

material omissions concerning Fifth Third’s: (1) purported risk disclosures; (2) risk management 

practices; (3) Code of Business Conduct and Ethics; (4) product cross-selling and consumer 

business; and (5) employee incentive compensation. 

A. Defendants’ Misleading Statements and Material Omissions 

Regarding Risks Facing Fifth Third 

52. The Class Period begins on November 9, 2016, when Fifth Third filed its Form 10-Q 

quarterly report with the SEC, signed by defendants Carmichael and Tuzun, reporting the 

Company’s 3Q 2016 results. The 3Q 2016 Form 10-Q stated, “There have been no material changes 

made during the third quarter of 2016 to any of the risk factors as previously disclosed in the 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 22 of 67 PageID #:747
- 20 - 

4833-1164-7178.v1 

Bancorp’s most recent annual report and subsequent periodic reports as filed with the SEC.” Prior to 

the filing of the 3Q 2016 Form 10-Q, Fifth Third’s most recent SEC reports to contain the 

Company’s risk factors were Fifth Third’s FY 2015 Form 10-K (filed February 25, 2016) and 2Q 

2016 Form 10-Q (filed August 5, 2016). The following purported risk factors in Fifth Third’s 2015 

Form 10-K and 2Q 2016 Form 10-Q, incorporated by reference in the Company’s 3Q 2016 Form 10-

Q, were materially misleading, in pertinent part: 

a. “Fifth Third’s actual or alleged conduct in activities, such as lending practices, data 

security, corporate governance and acquisitions, may result in negative public 

opinion and may damage Fifth Third’s reputation. Actions taken by government 

regulators and community organizations may also damage Fifth Third’s reputation.” 

b. “Fifth Third and/or its affiliates are or may become involved from time to time in 

information-gathering requests, reviews, investigations and proceedings (both formal 

and informal) by governmental regulatory agencies and law enforcement authorities, 

as well as self-regulatory agencies, regarding their respective businesses.” 

c. “Compliance with the rules and policies adopted by the CFPB may limit the products 

Fifth Third may permissibly offer to customers, or limit the terms on which those 

products may be issued, or may adversely affect Fifth Third’s ability to conduct its 

business as previously conducted.” 

d. “Like other large financial institutions and companies, Fifth Third is also subject to 

risk from potential employee misconduct, including noncompliance with policies and 

improper use or disclosure of confidential information.” 

e. “[T]he CFPB . . . [has] the authority to compel or restrict certain actions by Fifth 

Third and its banking subsidiary, Fifth Third Bank. . . .” “In the wake of the most 

recent global financial crisis, Fifth Third and other financial institutions more 

generally have been subjected to increased scrutiny from government authorities, 

including bank regulatory authorities, stemming from broader systemic regulatory 

concerns, including with respect to . . . consumer compliance and other prudential 

matters and efforts to ensure that financial institutions take steps to improve their risk 

management and prevent future crises.” 

f. “[G]overnment authorities, including the bank regulatory agencies, are also pursuing 

aggressive enforcement actions with respect to compliance and other legal matters 

involving financial activities, which heightens the risks associated with actual and 

perceived compliance failures.” 

53. On February 24, 2017, Fifth Third filed its 2016 Form 10-K with the SEC, signed by 

defendants Carmichael and Tuzun. The Company’s 2016 Form 10-K identified the following risk 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 23 of 67 PageID #:748
- 21 - 

4833-1164-7178.v1 

factors, in pertinent part, that “could” have an impact on Fifth Third’s operations and business and 

were materially misleading: 

a. “Fifth Third’s actual or alleged conduct in activities, such as lending practices, data 

security, corporate governance and acquisitions, may result in negative public 

opinion and may damage Fifth Third’s reputation. Actions taken by government 

regulators and community organizations may also damage Fifth Third’s reputation.” 

b. “Fifth Third and/or its affiliates are or may become involved from time to time in 

information-gathering requests, reviews, investigations and proceedings (both formal 

and informal) by governmental regulatory agencies and law enforcement authorities, 

as well as self-regulatory agencies, regarding their respective customers and 

businesses.” 

c. “Compliance with the rules and policies adopted by the CFPB may limit the products 

Fifth Third may permissibly offer to customers, or limit the terms on which those 

products may be issued, or may adversely affect Fifth Third’s ability to conduct its 

business as previously conducted.” 

d. “Like other large financial institutions and companies, Fifth Third is also subject to 

risk from potential employee misconduct, including non-compliance with policies 

and improper use or disclosure of confidential information.” 

e. “[T]he CFPB . . . [has] the authority to compel or restrict certain actions by Fifth 

Third and its banking subsidiary, Fifth Third Bank. . . .” “In the wake of the most 

recent global financial crisis, Fifth Third and other financial institutions more 

generally have been subjected to increased scrutiny from government authorities, 

including bank regulatory authorities, stemming from broader systemic regulatory 

concerns, including with respect to . . . consumer compliance and other prudential 

matters and efforts to ensure that financial institutions take steps to improve their risk 

management and prevent future crises.” 

f. “[G]overnment authorities, including the bank regulatory agencies, are also pursuing 

aggressive enforcement actions with respect to compliance and other legal matters 

involving financial activities, which heightens the risks associated with actual and 

perceived compliance failures and may also adversely affect Fifth Third’s ability to 

enter into certain transactions or engage in certain activities, or obtain necessary 

regulatory approvals in connection therewith.” 

g. “Fifth Third’s framework for managing risks may not be effective in mitigating its 

risk and loss. . . .” “A failure in Fifth Third’s internal controls could have a 

significant negative impact . . . on the perception that customers, regulators and 

investors may have of Fifth Third. . . .” “If Fifth Third’s risk management 

framework proves ineffective, Fifth Third could incur litigation, negative regulatory 

consequences [and] reputational damages . . . .” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 24 of 67 PageID #:749
- 22 - 

4833-1164-7178.v1 

54. On February 28, 2018, Fifth Third filed its 2017 Form 10-K with the SEC, signed by 

defendants Carmichael and Tuzun. The Company’s 2017 Form 10-K identified the following risk 

factors, in pertinent part, that “could” have an impact on Fifth Third’s operations and business and 

were materially misleading: 

a. “Fifth Third’s actual or alleged conduct in activities, such as certain sales and lending 

practices, data security, corporate governance and acquisitions, behavior of 

employees, association with particular customers, business partners, investment or 

vendors, as well as developments from any of the other risks described above, may 

result in negative public opinion and may damage Fifth Third’s reputation. Actions 

taken by government regulators, shareholder activists and community organizations 

may also damage Fifth Third’s reputation.” 

b. “Fifth Third and/or its affiliates are or may become involved from time to time in 

information-gathering requests, reviews, investigations and proceedings (both formal 

and informal) by governmental regulatory agencies and law enforcement authorities, 

as well as self-regulatory agencies, regarding their respective customers and 

businesses, as well as their sales practices, data security, product offerings, 

compensation practices, and other compliance issues. Also, a violation of law or 

regulation by another financial institution may give rise to an inquiry or investigation 

by regulators or other authorities of the same or similar practices by Fifth Third. . . .” 

“Like other large financial institutions and companies, Fifth Third is also subject to 

risk from potential employee misconduct, including non-compliance with policies 

and improper use or disclosure of confidential information.” 

c. “[T]he CFPB . . . [has] the authority to compel or restrict certain actions by Fifth 

Third and its banking subsidiary, Fifth Third Bank. . . .” “Fifth Third and other 

financial institutions are subject to scrutiny from government authorities, including 

bank regulatory authorities, stemming from broader systemic regulatory concerns, 

including with respect to . . . consumer compliance and other prudential matters and 

efforts to ensure that financial institutions take steps to improve their risk 

management and prevent future crises.” 

d. “[G]overnment authorities, including the bank regulatory agencies and law 

enforcement, are also pursuing aggressive enforcement actions with respect to 

compliance and other legal matters involving financial activities, which heightens the 

risks associated with actual and perceived compliance failures.” 

e. “Fifth Third’s framework for managing risks may not be effective in mitigating its 

risk and loss. . . .” “A failure in Fifth Third’s internal controls could have a 

significant negative impact . . . on the perception that customers, regulators and 

investors may have of Fifth Third. . . .” “If Fifth Third’s risk management 

framework proves ineffective, Fifth Third could incur litigation, negative regulatory 

consequences [and] reputational damages . . . .” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 25 of 67 PageID #:750
- 23 - 

4833-1164-7178.v1 

55. On March 1, 2019, Fifth Third filed its 2018 Form 10-K with the SEC, signed by 

defendants Carmichael and Tuzun. The Company’s 2018 Form 10-K identified the following risk 

factors, in pertinent part, that “could” have an impact on Fifth Third’s operations and business and 

were materially misleading: 

a. “Fifth Third’s actual or alleged conduct in activities, such as certain sales and lending 

practices, data security, corporate governance and acquisitions, behavior of 

employees, association with particular customers, business partners, investment or 

vendors, as well as developments from any of the other risks described above, may 

result in negative public opinion and may damage Fifth Third’s reputation. Actions 

taken by government regulators, shareholder activists and community organizations 

may also damage Fifth Third’s reputation.” 

b. “Fifth Third and/or its affiliates are or may become involved from time to time in 

information-gathering requests, reviews, investigations and proceedings (both formal 

and informal) by governmental regulatory agencies and law enforcement authorities, 

as well as self-regulatory agencies, regarding their respective customers and 

businesses, as well as their sales practices, data security, product offerings, 

compensation practices and other compliance issues. Also, a violation of law or 

regulation by another financial institution may give rise to an inquiry or investigation 

by regulators or other authorities of the same or similar practices by Fifth Third. . . .” 

“Like other large financial institutions and companies, Fifth Third is also subject to 

risk from potential employee misconduct, including non-compliance with policies 

and improper use or disclosure of confidential information.” 

c. “[T]he CFPB . . . [has] the authority to compel or restrict certain actions by the 

Bancorp and Fifth Third Bank.” “The Bancorp and Fifth Third Bank. . . . Fifth 

Third and other financial institutions are subject to scrutiny from government 

authorities, including bank regulatory authorities, stemming from broader systemic 

regulatory concerns, including with respect to . . . consumer compliance and other 

prudential matters and efforts to ensure that financial institutions take steps to 

improve their risk management and prevent future crises.” 

d. “Fifth Third’s framework for managing risks may not be effective in mitigating its 

risk and loss. . . . A failure in Fifth Third’s internal controls could have a significant 

negative impact . . . on the perception that customers, regulators and investors may 

have of Fifth Third. . . .” “If Fifth Third’s risk management framework proves 

ineffective, Fifth Third could incur litigation, negative regulatory consequences [and] 

reputational damages . . . .” 

56. Defendants’ statements identified in ¶¶52-55, were false and misleading and omitted 

material facts because at the time they were made such risks were then existing due to the CFPB 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 26 of 67 PageID #:751
- 24 - 

4833-1164-7178.v1 

investigation into unauthorized account practices and Defendants’ knowledge that the practices had 

been ongoing at Fifth Third since at least 2008.

B. Defendants’ Misleading Statements and Material Omissions 

Regarding Fifth Third’s Risk Management Practices 

57. On November 9, 2016, Fifth Third filed its 3Q 2016 Form 10-Q, signed by 

defendants Carmichael and Tuzun. The 3Q 2016 Form 10-Q addressed Fifth Third’s purported risk 

practices for managing regulatory compliance risk. According to the Form 10-Q: 

Regulatory compliance risk is defined as the risk of legal or regulatory 

sanctions, financial loss, or damage to reputation as a result of noncompliance with 

(i) applicable laws, regulations, rules and other regulatory requirements (including 

but not limited to the risk of consumers experiencing economic loss or other legal 

harm as a result of noncompliance with consumer protection laws, regulations and 

requirements); (ii) . . . codes of conduct; and (iii) principles of integrity and fair 

dealing applicable to Fifth Third’s activities and functions. 

58. Defendants’ misleading statements in the 3Q 2016 Form 10-Q pertaining to Fifth 

Third’s regulatory compliance risk management practices were, in pertinent part, as follows: 

a. “Fifth Third focuses on managing regulatory compliance risk in accordance with the 

Bancorp’s integrated risk management framework, which ensures consistent 

processes for identifying, assessing, managing, monitoring, and reporting risks.” 

b. “The current regulatory environment, including heightened regulatory expectations 

and material changes in laws and regulations, increases compliance risk. To mitigate 

compliance risk, Compliance Risk Management provides independent oversight to 

ensure consistency and sufficiency in the execution of the program, and ensures that 

lines of business, regions and support functions are adequately identifying, assessing 

and monitoring compliance risks and adopting proper mitigation strategies. . . . 

Additionally, Compliance Risk Management implements key compliance programs 

and processes including but not limited to, risk assessments, key risk indicators, 

issues tracking, regulatory compliance testing and monitoring, . . .” 

c. “Compliance Risk Management provides independent oversight to ensure that an 

enterprise-wide framework, including processes and procedures, are in place to 

comply with applicable laws, regulations, rules and other regulatory requirements; 

internal policies and procedures; and principles of integrity and fair dealing 

applicable to the Bancorp’s activities and functions. The Bancorp focuses on 

managing regulatory compliance risk in accordance with the Bancorp’s integrated 

risk management framework, which ensures consistent processes for identifying, 

assessing, managing, monitoring and reporting risks.” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 27 of 67 PageID #:752
- 25 - 

4833-1164-7178.v1 

59. On February 24, 2017, Fifth Third filed its Form 10-K annual report with the SEC, 

signed by defendants Carmichael and Tuzun, reporting the Company’s fourth quarter and 2016 

results. The 2016 Form 10-K contained the following misleading statements about Fifth Third’s 

purported regulatory compliance risk management practices, in pertinent part: 

a. “Fifth Third focuses on managing regulatory compliance risk in accordance with the 

Bancorp’s integrated risk management framework, which ensures consistent 

processes for identifying, assessing, managing, monitoring, and reporting risks.” 

b. “The current regulatory environment, including heightened regulatory expectations 

and material changes in laws and regulations, increases compliance risk. To mitigate 

compliance risk, Compliance Risk Management provides independent oversight to 

ensure consistency and sufficiency in the execution of the program, and ensures that 

lines of business, regions and support functions are adequately identifying, assessing 

and monitoring compliance risks and adopting proper mitigation strategies. . . . 

Additionally, Compliance Risk Management implements key compliance programs 

and processes including but not limited to, risk assessments, key risk indicators, 

issues tracking, regulatory compliance testing and monitoring, . . .” 

c. “Compliance Risk Management provides independent oversight to ensure that an 

enterprise-wide framework, including processes and procedures, are in place to 

comply with applicable laws, regulations, rules and other regulatory requirements; 

internal policies and procedures; and principles of integrity and fair dealing 

applicable to the Bancorp’s activities and functions. The Bancorp focuses on 

managing regulatory compliance risk in accordance with the Bancorp’s integrated 

risk management framework, which ensures consistent processes for identifying, 

assessing, managing, monitoring and reporting risks.” 

60. On February 28, 2018, Fifth Third filed its Form 10-K annual report with the SEC, 

signed by defendants Carmichael and Tuzun, reporting the Company’s 4Q and 2017 results. The 

2017 Form 10-K identified Fifth Third’s “core principles of risk management that are used to ensure 

the [Company] is operating in a safe and sound manner.” Defendants’ misleading statements in the 

“core principles” of risk management were, in pertinent part, as follows: 

 Ensure Fifth Third’s products and services are designed, delivered and maintained to 

provide value and benefit to its customers and to Fifth Third, and that potential 

opportunities remain aligned to the core customer base. The Bancorp does not offer 

products or services that are not appropriate for its customers.

* * * 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 28 of 67 PageID #:753
- 26 - 

4833-1164-7178.v1 

 Act with integrity in all activities. 

 Focus on providing operational excellence by providing reliable, accurate and 

efficient services to meet customer’s needs.

* * * 

 Conduct business in compliance with all applicable laws, rules and regulations and in 

alignment with internal policies and procedures.

61. The Company’s 2017 Form 10-K also contained the following misleading statements 

about Fifth Third’s purported regulatory compliance risk management practices, in pertinent part: 

a. “Fifth Third focuses on managing regulatory compliance risk in accordance with the 

Bancorp’s integrated risk management framework, which ensures consistent 

processes for identifying, assessing, managing, monitoring, and reporting risks.” 

b. “The current regulatory environment, including heightened regulatory expectations 

and material changes in laws and regulations, increases compliance risk. To mitigate 

compliance risk, Compliance Risk Management provides independent oversight to 

ensure consistency and sufficiency in the execution of the program, and ensures that 

lines of business, regions and support functions are adequately identifying, assessing 

and monitoring compliance risks and adopting proper mitigation strategies. . . . 

Additionally, the Chief Compliance Officer is responsible for establishing and 

overseeing the Compliance Risk Management program which implements key 

compliance processes including but not limited to, risk assessments, key risk 

indicators, issues tracking, regulatory compliance testing and monitoring, . . . .” 

62. On March 1, 2019, Fifth Third filed its Form 10-K annual report with the SEC, signed 

by defendants Carmichael and Tuzun, reporting the Company’s 4Q and 2018 results. The 2018 

Form 10-K contained the following misleading statements about Fifth Third’s purported regulatory 

compliance risk management practices, in pertinent part: 

a. “Fifth Third focuses on managing regulatory compliance risk in accordance with the 

Bancorp’s integrated risk management framework, which ensures consistent 

processes for identifying, assessing, managing, monitoring, and reporting risks.” 

b. The current regulatory environment, including heightened regulatory expectations 

and material changes in laws and regulations, increases compliance risk. “To 

mitigate compliance risk, Compliance Risk Management provides independent 

oversight to ensure consistency and sufficiency in the execution of the program, and 

ensures that lines of business, regions and support functions are adequately 

identifying, assessing and monitoring compliance risks and adopting proper 

mitigation strategies. . . . Additionally, the Chief Compliance Officer is responsible 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 29 of 67 PageID #:754
- 27 - 

4833-1164-7178.v1 

for establishing and overseeing the Compliance Risk Management program which 

implements key compliance processes, including but not limited to, . . . risk 

assessments, key risk indicators, issues tracking, regulatory compliance testing and 

monitoring, . . .” 

63. The statements identified in ¶¶58-62, were materially false and misleading and 

omitted material facts because Defendants failed to disclose that Fifth Third was already in receipt of 

an Investigative Demand from the CFPB, which informed Defendants that CFPB was investigating 

Fifth Third for its unauthorized account practices, and failed to disclose that unauthorized account 

practices had been ongoing at Fifth Third since at least 2008.

C. Defendants’ Misleading Statements and Material Omissions 

Regarding Fifth Third’s Code of Business Conduct and Ethics 

64. At the start of the Class Period, Fifth Third maintained a Code of Business Conduct 

and Ethics, which was amended several times during the Class Period. Fifth Third filed the Code 

and the amendments with the SEC on Current Report Form 8-Ks so investors were informed of the 

Company’s purported practices. The Code was applicable to all officers, directors and employees of 

Fifth Third, including but not limited to Fifth Third’s principal executive officer (defendant 

Carmichael), principal financial officer (defendant Tuzun), principal accounting officer and 

controller. 

65. The Code of Business Conduct and Ethics in effect at the start of the Class Period 

through September 18, 2017 was filed with the SEC on Current Report on Form 8-K on March 16, 

2016 (“2016 Code”). The misleading statements in the 2016 Code were, in pertinent part: 

a. “We must all deal honestly, ethically, fairly and in good faith with Fifth Third’s 

customers, shareholders, employees, suppliers, regulators, business partners, 

competitors and others. We may not take unfair advantage of anyone through 

manipulation, concealment, abuse of privileged or confidential information, 

misrepresentation, fraudulent behavior or any other unfair dealing practice.” 

b. “Employees, customers, shareholders and communities must know that Fifth Third 

conducts all activities with the highest standards and unquestioned integrity. They 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 30 of 67 PageID #:755
- 28 - 

4833-1164-7178.v1 

have to know by our actions that they can trust us, and we have to show by our 

actions that we provide something different; something of value.” 

c. “Our Purpose is to listen to customers and inspire them with smart financial solutions 

that continually improve their lives and the well-being of our communities. 

Relationships are at the heart of our Purpose, and what could be more personal than 

that? This is not a mere collection of words, but rather a blueprint for how we are to 

conduct ourselves. We ask questions. We listen. We inspire. We focus on 

continual improvement – for customers, for communities and for ourselves.” 

d. “Employees are expected and required to take appropriate steps to address issues that 

subject the bank to risk of potential regulatory, reputational or legal harm.” 

66. On September 25, 2017, Fifth Third filed a Current Report on Form 8-K with the 

SEC to which the Company appended as an exhibit an amended and restated Code, adopted and 

approved by the Company’s Board of Directors, including defendant Carmichael, on September 19, 

2017 (“2017 Code”). The 2017 Code included a message from Carmichael stating, “Doing the right 

thing is central to our ability to achieve our Vision to be the One Bank people most value and trust. 

It’s a commitment that inspires us to create a great customer experience . . . . It is a commitment that 

forms the bedrock of Fifth Third’s reputation as a respected corporate citizen. And it is a 

commitment that begins with each Fifth Third employee.” The misleading statements in the 2017 

Code were, in pertinent part: 

a. “Fifth Third believes that fair and honest business practices are essential to keeping 

our customer at the center of everything we do. We should always act in the best 

interest of our customers. Unethical business practices, such as incentive gaming, 

falsifying documents or inflating performance results, are strictly prohibited. You 

are prohibited from manipulating records, opening accounts without customer 

authorization, offering customers unnecessary products and falsifying records or 

applications in order to benefit yourself or other employees of Fifth Third.” 

b. “Fifth Third is committed to providing customers with financial products and 

services in ways that avoid the use of any practices that could be deemed predatory, 

unfair, deceptive or abusive.” 

c. “Fifth Third Bancorp is committed to minimizing the impact of internal and external 

fraud to both Fifth Third and our customers. Every employee at every level of the 

Bancorp is accountable and expected to do their part to protect Fifth Third and our 

customers from fraudulent activity. There is zero tolerance for internal fraud within 

Fifth Third’s organization and internal fraudulent activity must be referred to Bank 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 31 of 67 PageID #:756
- 29 - 

4833-1164-7178.v1 

Protection when suspected. Failure to report fraudulent activity exposes Fifth Third 

to regulatory and compliance violations and could lead to significant financial 

penalties and additional fraud losses.” 

d. “Employees must not engage in deceptive or dishonest business practices, such as 

misrepresenting products or offering customers inaccurate or insufficient information 

about products in order to benefit personally.” 

e. “A fundamental part of our commitment to integrity is adhering to the letter and the 

spirit of applicable laws, regulations and Bancorp policies. All employees are 

required to fully comply with all applicable laws, rules and regulations, as well as 

with all Fifth Third policies and procedures.” 

67. On September 24, 2018, Fifth Third filed a Current Report on Form 8-K with the 

SEC to which Defendants appended as an exhibit an amended and restated Code, adopted and 

approved by the Company’s Board of Directors, including defendant Carmichael, on September 19, 

2018 (“2018 Code”). The 2018 Code included the same message from Carmichael as alleged in ¶66. 

The misleading statements in the 2018 Code were, in pertinent part: 

a. “Fifth Third believes that fair and honest business practices are essential to keeping 

our customer at the center of everything we do. We should always act in the best 

interest of our customers.” “Unethical business practices are strictly prohibited. 

Examples of such activities include, but are not limited to”: 

 Incentive gaming 

 Falsifying documents or inflating performance results 

 Manipulating records 

 Opening bogus or fake accounts 

 Opening accounts or selling products without customer authorization 

 Offering customers unnecessary products 

 Falsifying records or applications in order to benefit yourself or other 

employees of Fifth Third 

b. “Fifth Third is committed to providing customers with financial products and 

services in ways that avoid the use of any practices that could be deemed predatory, 

unfair, deceptive or abusive.” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 32 of 67 PageID #:757
- 30 - 

4833-1164-7178.v1 

c. “Fifth Third Bancorp is committed to minimizing the impact of internal and external 

fraud to both Fifth Third and our customers. Every employee at every level of the 

Bancorp is accountable and expected to do [their] part to protect Fifth Third and our 

customers from fraudulent activity. There is zero tolerance for internal fraud within 

Fifth Third’s organization and internal fraud activity must be referred to Bank 

Protection when suspected. Failure to report fraudulent activity exposes Fifth Third 

to regulatory and compliance violations and could lead to significant financial 

penalties and additional fraud losses.” 

68. On September 20, 2019, Fifth Third filed a Current Report on Form 8-K with the 

SEC to which Defendants appended as an exhibit an amended and restated Code, adopted and 

approved by the Company’s Board of Directors, including defendant Carmichael, on September 16, 

2019 (“2019 Code”). The 2019 Code included the same message from Carmichael as alleged in ¶66. 

The misleading statements in the 2019 Code were, in pertinent part: 

a. “Fifth Third believes that fair and honest business practices are essential to keeping 

our customer at the center of everything we do. We should always act in the best 

interest of our customers.” “Unethical business practice are strictly prohibited. 

Examples of such activities include, but are not limited to”: 

 Incentive gaming 

 Falsifying documents or inflating performance results 

 Manipulating records 

 Opening bogus or fake accounts 

 Opening accounts or selling products without customer authorization 

 Offering customers unnecessary products 

 Falsifying records or applications in order to benefit yourself or other 

employees of Fifth Third 

b. “Fifth Third is committed to providing customers with financial products and 

services in ways that avoid any practices that could be deemed predatory, unfair, 

deceptive or abusive.” 

c. “Fifth Third Bancorp is committed to minimizing the impact of internal and external 

fraud to both Fifth Third and our customers. Every employee at every level of the 

Bancorp is accountable and expected to do [their] part to protect Fifth Third and our 

customers from fraudulent activity. There is zero tolerance for internal fraud within 

Fifth Third’s organization and internal fraudulent activity must be referred to Bank 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 33 of 67 PageID #:758
- 31 - 

4833-1164-7178.v1 

Protection when suspected. Failure to report fraudulent activity exposes Fifth Third 

to regulatory and compliance violations and could lead to significant financial 

penalties and additional fraud losses.” 

69. The statements in ¶¶65-68, were false and misleading and omitted material facts 

because the unethical practices Defendants asserted were prohibited by Fifth Third’s Code of 

Business Conduct and Ethics were already taking place at Fifth Third and the Company was under 

investigation by the CFPB for the very practices that the Code identified as unethical. 

D. Defendants’ False and Misleading Statements and Omissions 

Regarding Fifth Third’s Product Cross Selling, Consumer Business 

and Customer Relations 

70. On February 24, 2017, Fifth Third filed its 2016 Form 10-K, signed by defendants 

Carmichael and Tuzun, which stated that Fifth Third was “taking advantage of cross-sell 

opportunities” generated by synergies formed by the Company’s business segments. 

71. On February 28, 2018, Fifth Third filed its 2017 Form 10-K, signed by defendants 

Carmichael and Tuzun, which contained substantively the same misleading statement as set forth in 

¶70, stating that Fifth Third was “taking advantage of cross-sell opportunities” generated by 

synergies formed by the Company’s business segments. 

72. On March 1, 2019, Fifth Third filed its 2018 Form 10-K, signed by defendants 

Carmichael and Tuzun, which contained substantively the same misleading statement as set forth in 

¶70, stating that Fifth Third was “taking advantage of cross-sell opportunities” generated by 

synergies formed by the Company’s business segments. 

73. On December 7, 2016, defendants Carmichael and Tuzun presented at the Goldman 

Sachs US Financial Services Conference. During the conference Carmichael spoke to investors 

about Fifth Third’s consumer growth strategy, stating that the Company was “looking for a more 

balanced growth between our consumer and our commercial businesses” and “[t]o that end, we are 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 34 of 67 PageID #:759
- 32 - 

4833-1164-7178.v1 

focused on growing our credit card and unsecured personal lending businesses. Both of these 

businesses have attractive return profiles and growth potential.” 

74. On January 24, 2017, Fifth Third hosted an earnings conference call, attended by 

Carmichael and Tuzun, to discuss the Company’s 4Q 2017 financial results. Carmichael talked 

again about Fifth Third’s consumer growth strategy, which was to grow credit cards and consumer 

loans to “allow us to achieve a better balance between commercial and consumer loan growth.” 

During the conference call analysts asked Carmichael about Fifth Third’s strategy and “what is 

going to make you different than just being a good bank?” Carmichael responded: 

. . . we have a great business model. We have the right businesses that we are 

in, right, and we do a fantastic job of going to the market and our people do a 

fantastic job of going to the market really as one bank – Fifth Third. 

And it is really about harvesting the full relationships of the customer 

relationships on the consumer side, on the commercial side. It is about providing the 

right products and services to our customers and really being the one bank our 

customers most value and trust. We have worked hard to put that model in place 

across our franchise. So we feel very good about that. 

And really our strong brand and our footprint is extremely important to us 

and we are going to continue to focus on our brand equity in the marketplace. But 

when you look at it across the board we have strong earnings capacity, we have a 

great team in place, we have invested heavily in the right products. We made some 

strategic moves recently that position us well for the future. And I think we will 

have the products, the services and the team to deliver on that in the market. 

75. On March 7, 2017, defendants Carmichael and Tuzun presented at RBC Capital 

Markets Financial Institutions Conference. Carmichael again discussed with analysts and investors 

Fifth Third’s consumer growth strategy, stating, “Growth in credit cards and other consumer loans 

should allow us to achieve a better balance between commercial and consumer loan growth.” 

During the call, Carmichael boasted about Fifth Third’s ranking as “the second most trusted 

company for retail banking” and told investors that the Company takes “pride in this because we 

believe in putting the customer at the center of everything we do. In addition to being a trusted 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 35 of 67 PageID #:760
- 33 - 

4833-1164-7178.v1 

partner, we have received high customer satisfaction scores and our mobile offerings have received a 

number of accolades.” 

76. On December 7, 2017, Fifth Third hosted an Investor Day for analysts and investors, 

which was attended by Carmichael and Tuzun. During the conference Carmichael talked about the 

customer experience and providing customers with the products they need. Carmichael stated: “It 

starts with the financial needs analysis, and we dive deep into understanding the needs of that 

customer. . . . Once again, we can’t be a great bank if we don’t focus on taking care of the customer, 

and we measure this very carefully. We got to make sure that we have products that are seamless, 

convenient, fast, that they’re tailored to meet the customer needs.” During the same call Carmichael 

also emphasized that “Value and trust is extremely important.” 

77. During the same call Philip McHugh, a Fifth Third executive vice president, also 

talked about the customer experience, stating: 

First, we focus on the customer, right? We want to understand their state of mind, 

their situation, their needs, emotionally how can we connect with them? Then, we 

utilize fundamental selling skills. We ask thought-provoking questions to clarify 

their needs. We teach our teams to listen, stop talking, listen. Let the customer tell 

us what they want, then we earn the right to advance with those customers by 

explaining what we heard, confirming but also displaying significant product 

knowledge and how we can help them and then we provide solutions based on those 

needs. 

78. During the investor call, Frank R. Forrest, Fifth Third’s Chief Risk Officer, discussed 

at length the Company’s risk management practices, stating: 

 “We have enhanced risk management programs and processes across the firm. And 

through all these actions, we are now achieving strong and consistent results, and we 

are exceptionally well positioned to perform through the next cycle.” 

 “[W]e are managing the risk across the company today exceptionally well.” 

 “We’ve improved expertise in the most significant areas of risk that face our industry 

and our company. That includes . . . customer practices. . . .” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 36 of 67 PageID #:761
- 34 - 

4833-1164-7178.v1 

 “I’m now going to talk a little bit about culture and how we manage conduct risk. 

We all know that conduct risk, ethics, how we handle our customer relationships, 

how we treat our employees, it’s all been headline risk. We’ve read a lot about it. 

Conduct risk at Fifth Third Bank is well managed, and it’s in alignment with our core 

values. It is foundational in everything we do to have a strong risk culture and a One 

Bank strategy that Greg just covered. We have a corporate responsibility and 

reputation office that provides oversight in governance of key areas that drive our 

culture, and that includes ethics and diversity and community commitment and 

safeguarding the reputation of the company, which is one of my primary 

responsibilities. All of these areas are critical elements of our company’s culture, 

and we closely monitor these activities and report them to the Board and to 

management and to our regulators.” 

 “The last consumer portfolio I want to talk briefly about is card. It’s $2.2 billion 

today. It’s 6% of our overall consumer portfolio. But we have a strategy that you’ll 

hear about to grow this portfolio within our appetite with a measured and a managed 

approach. We’ve been actually recruiting industry experts recently to help us grow 

the business within our defined risk profile, and we see some opportunity here, and 

we are advancing the use of analytics to improve our credit decisioning on the card 

business.” 

79. On October 23, 2018, Fifth Third hosted an earning conference call with investors, 

which was attended by Carmichael and Tuzun, to discuss the Company’s 3Q 2018 financial results. 

During the call Carmichael told investors that organic growth was a top priority for the Company, 

stating, “Our third priority is to pursue profitable organic growth opportunities in our key businesses. 

In addition to our branch network optimization initiative to drive improved household, deposit, and 

revenue growth across our retail footprint, we’re also prioritizing organic growth opportunities 

across all areas of the franchise.” 

80. On January 22, 2019, Fifth Third hosted an earnings conference call with investors, 

which was attended by Carmichael and Tuzun, to discuss the Company’s 4Q and 2018 financial 

results. During the call Carmichael stated that “we continue to invest in organic growth 

opportunities, including the previously communicated branch network optimization.” 

81. The statements identified in ¶¶70-80, were materially false and misleading and 

omitted material facts because Defendants failed to disclose that since at least 2008 Fifth Third had 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 37 of 67 PageID #:762
- 35 - 

4833-1164-7178.v1 

been using unethical account practices to increase the number of products and services it provided to 

its customers. Without customers’ knowledge or consent, Fifth Third’s employees were incentivized 

to open accounts, transfer funds from customer accounts to improperly opened accounts, enroll 

customers in online banking, and activate unauthorized lines of credit. In doing so Fifth Third 

endangered its customers’ data and created the illusion of stable growth in its consumer business. 

Fifth Third also failed to disclose that it had received an Investigative Demand from the CFPB on 

November 3, 2016, which informed Defendants that CFPB was investigating Fifth Third for its 

unethical and illegal banking practices. 

E. Defendants’ False and Misleading Statements Concerning Fifth 

Third’s Incentive Compensation 

82. On March 9, 2017, Fifth Third filed a Proxy Statement with the SEC, which was 

reviewed by defendants Carmichael and Tuzun. The Proxy Statement discussed the Company’s 

compensation plan, stating in pertinent part: 

a. “The Company endeavors to attract and retain the best people in the financial 

services industry and motivate them to fulfill the Company’s Vision of becoming the 

One Bank that people most value and trust. We intend to accomplish this in the way 

that we consider our shareholders’ long-term interests, by establishing compensation 

programs that reward our people for delivering products our customers highly value, 

and avoiding excessive risk. Our compensation philosophy comprises the following 

guiding principles”: 

 Manage risk effectively within incentive programs designed to pay for 

performance. 

 Align compensation with long-term shareholder interests. 

 Provide strong oversight of executive pay. 

 Conduct recurring processes that ensure strategic and fiscal soundness along 

with balanced risk taking. 

b. “We incorporate formulaic and discretionary risk-balancing mechanisms, which 

outline specific metrics for modifying payouts to discourage unnecessary or 

imprudent risk-taking actions.” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 38 of 67 PageID #:763
- 36 - 

4833-1164-7178.v1 

c. “In December 2015, the Committee, in conjunction with the Risk and Compliance 

Committee, reviewed our executive and other incentive programs. Based on the 

provisions and actions above, the Committee concluded that their design and/or 

metrics do not encourage unnecessary and/or inappropriate risk taking.” 

83. On March 6, 2018, Fifth Third filed a Proxy Statement with the SEC, which was 

reviewed by defendants Carmichael and Tuzun. The Proxy Statement discussed the Company’s 

compensation plan, stating in pertinent part: 

a. “At Fifth Third, we endeavor to attract and retain the best people and motivate them 

to fulfill the Company’s Vision of becoming the One Bank that people most value 

and trust. We intend to accomplish this in the way that we consider our 

shareholders’ long-term interests, by establishing compensation programs that 

reward our people for delivering products and services our customers highly value, 

and for avoiding excessive risk.” 

b. “We believe it is critical to bring a multi-faceted strategy toward mitigating risk in 

incentive plans. We incorporate formulaic and discretionary risk-balancing 

mechanisms, which include specific metrics for modifying payouts to discourage 

taking unnecessary or imprudent risks.” 

c. “In February 2017, the Committee, in conjunction with the Risk and Compliance 

Committee, reviewed our executive and other incentive programs. Based on the 

provisions and actions above, the Committee concluded that their design and/or 

metrics do not encourage taking unnecessary or inappropriate risk.” 

84. On March 6, 2019, Fifth Third filed a Proxy Statement with the SEC, which was 

reviewed by defendants Carmichael and Tuzun. The Proxy Statement discussed the Company’s 

compensation plan, stating in pertinent part: 

a. “Our compensation methodology and structure centers on our compensation 

philosophy, which comprises the following guiding principles”: 

 Manage risk effectively within incentive programs designed to pay for 

performance. 

 Align compensation with long-term shareholder interests. 

 Provide strong oversight of executive compensation. 

 Conduct recurring processes that ensure strategic and fiscal soundness along 

with balanced risk taking. 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 39 of 67 PageID #:764
- 37 - 

4833-1164-7178.v1 

b. “We believe it is critical to bring a multi-faceted strategy toward mitigating risk in 

our compensation programs and incentive plans. We incorporate formulaic and 

discretionary risk-balancing mechanisms, which include specific metrics for 

modifying payouts to discourage taking unnecessary or imprudent risks.” 

c. “In December 2018, the Committee met jointly with the Risk and Compliance 

Committee to review our executive and other incentive programs. Based in part on 

the provisions and actions above, the Committee concluded that the design and/or 

metrics of such programs do not encourage taking unnecessary or inappropriate risk.” 

85. The statements identified in ¶¶82-84, were materially false and misleading and 

omitted material facts because Defendants failed to disclose that Fifth Third used incentive 

compensation programs that rewarded managers and their subordinate employees for selling new 

products and services to existing customers. Fifth Third also failed to disclose that these incentive 

compensation plans were not properly implemented and monitored and were therefore creating 

incentives for Fifth Third employees to engage in misconduct in order to meet goals and earn 

additional compensation. 

VI. THE TRUTH IS REVEALED 

86. On March 2, 2020, less than five weeks after it was reported that Fifth Third’s Chief 

Risk Officer Frank Forrest was retiring, and after Forrest had completed over $3.0 million in Class 

Period insider stock sales, the Company filed its Annual Report on Form 10-K for FY 2019 with the 

SEC. At page 161 of the Form 10-K, Fifth Third disclosed for the first time that “the CFPB staff has 

notified Fifth Third that it intends to file an enforcement action in relation to alleged unauthorized 

account openings. . . . The impact of this potential enforcement action has been reflected in our 

reasonably possible losses.” After the close of the market on March 2, 2020, Barclays Capital issued 

a report on Fifth Third titled “2019 10-K Review: CFPB Action for Unauthorized Account 

Openings.” Based on the Form 10-K, the report included that “CFPB staff notified FITB [Fifth 

Third] that it intends to file an enforcement action in relation to alleged unauthorized account 

openings.” The report also identified that in conjunction with the disclosure of the CFPB action, 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 40 of 67 PageID #:765
- 38 - 

4833-1164-7178.v1 

Fifth Third had more than doubled its reserve for “reasonably possible . . . losses related to 

regulatory proceedings,” from $27 million in 3Q 2019 to $56 million.

87. Despite burying the information about the CFPB action in the Form 10-K, members 

of the media also uncovered and reported the negative news. For example, on March 4, 2020, the 

online publisher housingwire.com published an article titled “Fifth Third facing its own fake account 

fiasco: Bank discloses that CFPB plans enforcement action.” The same day, American Banker

issued an article titled “Fifth Third latest bank in CFPB crosshairs over phony accounts.” And on 

March 6, 2020, Axios issued a story reporting that “[t]he banking industry’s fake account scheme 

may have been widespread” and that “the CFPB is targeting [Fifth Third] for ‘alleged unauthorized 

account openings.’”

88. As a result of the disclosure about the CFPB fake account action, Fifth Third’s stock 

price dropped from a close of $25.72 on March 2, 2020 to a close of $24.44 on March 3, 2020, a 

$1.28 per share decline on unusually high volume. Fifth Third’s share price continued to drop in the 

days following the disclosure of the CFPB action, falling to $22.20 by March 6, 2020, a loss of 

$3.52 per share or 14% in four days.

89. During the day on Monday, March 9, 2020, the CFPB issued a press release titled 

“Consumer Financial Protection Bureau Files Suit Against Fifth Third Bank, National Association 

for Allegedly Opening Unauthorized Accounts and Enrolling Consumers in Unauthorized Products 

and Services” and filed its complaint alleging Fifth Third had violated the Consumer Financial 

Protection Act’s prohibition against unfair and abusive acts, as well as the Truth in Lending Act and 

the Truth in Savings Act.

90. The CFPB press release reported that “for several years Fifth Third, without 

consumers’ knowledge or consent: opened deposit and credit-card accounts in consumers’ names; 

transferred funds from consumers’ existing accounts to new, improperly opened accounts; enrolled 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 41 of 67 PageID #:766
- 39 - 

4833-1164-7178.v1 

consumers in unauthorized online-banking services; and activated unauthorized lines of credit on 

consumers’ accounts.” It further reported that “for years and continuing through at least 2016, Fifth 

Third used a ‘cross-sell’ strategy to increase the number of products and services it provided to 

existing customers; used an incentive-compensation program to reward selling new products; and 

conditioned employee-performance ratings and, in some instances, continued employment on 

meeting ambitious sales goals”; and “despite knowing since at least 2008 that employees were 

opening unauthorized consumer-financial accounts, Fifth Third took insufficient steps to detect and 

stop the conduct and to identify and remediate harmed consumers.” Linked to the press release was 

the filed version of the CFPB’s complaint.

91. The CFPB’s complaint, filed in the United States District Court for the Northern 

District of Illinois, alleged eight counts against Fifth Third for violations of the Consumer Financial 

Protection Act’s prohibition against unfair and abusive acts or practices as well as the Truth in 

Lending Act and the Truth in Savings Act and their implementing regulations. According to the 

complaint, “Fifth Third used a ‘cross-sell’ strategy to increase the total number of products and 

services it provided to existing customers” and “also used an incentive-compensation program that 

rewarded managers and their subordinate employees for selling new products and services to 

existing customers.” The CFPB identified, “By 2010, at the latest, Fifth Third was aware that 

employees were opening products and services in consumers’ names without those consumers’ 

knowledge or consent in order to achieve sales goals or obtain incentive rewards.” According to a 

March 9, 2020 report in The New York Times, “A person familiar with the bank’s operations said it 

had begun investigating potential unauthorized transactions in 2010, after its internal compliance 

systems raised alarms.”

92. The CFPB alleged that both deposit accounts and credit card accounts were opened 

without customers’ knowledge or consent. For example, “Fifth Third imposed aggressive sales goals 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 42 of 67 PageID #:767
- 40 - 

4833-1164-7178.v1 

for its employees to sell credit cards to consumers, and its incentive-compensation program 

rewarded employees for selling new credit cards.” As a result, the complaint alleged, “By 2009, at 

the latest, Fifth Third noticed a spike in unauthorized credit cards being issued to consumers.” 

Nevertheless, “Fifth Third continued to emphasize sales and to maintain credit-card sales goals and 

incentive compensation.”

93. Fifth Third also “imposed aggressive sales goals for its employees to enroll 

consumers in its online-banking services,” and in order to hit these goals “[f]rom at least 2010 

through at least 2016, Fifth Third enrolled consumers in online-banking services without their 

knowledge or consent.” Similarly, for Fifth Third’s “Early Access” program – a fee-based line of 

credit that allows funds to be withdrawn before they have been deposited in an account – the 

Company “imposed aggressive sales goals for its employees... and its incentive-compensation 

program rewarded employees for enrolling consumers in ‘fee-based products,’ including Early 

Access.” According to the CFPB:

Fifth Third opened Early Access lines of credit on consumers’ deposit 

accounts without their knowledge or consent. Fifth Third was aware of this by June 

2010, when senior management was notified of an increase in the number of calls by 

employees to the internal whistleblower hotline regarding the unauthorized opening 

of Early Access lines of credit.

94. As the CFPB complaint emphasized, “Even after learning of unauthorized Fifth Third 

consumer-financial products and services by 2008, Fifth Third failed to change its sales practices to 

avoid consumer harm. Instead, Fifth Third continued to foster sales practices that were likely to 

cause unauthorized products and services.” According to the CFPB, Fifth Third “failed to take steps 

to determine and address a root cause of unauthorized accounts, which was consistently said by 

employees to be intense sales pressure” and “failed to close known loopholes in its collection of 

proof of consumer authorization, thereby making it easy for employees to open accounts without 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 43 of 67 PageID #:768
- 41 - 

4833-1164-7178.v1 

valid signature cards for deposit accounts or applications for credit products.” “In short,” as the 

CFPB alleged, “Fifth Third focused on its own financial interests to the detriment of consumers.”

95. The CFPB press release and complaint immediately generated national news. For 

example, prior to the close of the market on March 9, 2020, Reuters published an article titled “U.S. 

consumer watchdog charges Fifth Third Bank on opening phony accounts” that reported, “The U.S. 

Consumer Financial Protection Bureau (CFPB) said on Monday it charged Fifth Third Bank, 

National Association, with creating fake client deposit and credit-card accounts and transferring 

clients’ funds to those accounts without consent, citing an abuse of fair lending and savings laws.” 

Similarly, The New York Times published an article on March 9, 2020 about the CFPB action 

headlined “Fifth Third Bank Opened Fraudulent Accounts, Consumer Bureau Says: For more than 

eight years the bank ignored signs that employees were opening unauthorized accounts to meet 

aggressive sales goals, a federal regulator said in a lawsuit.” The same day The Wall Street Journal

published an article titled “CFPB Says Fifth Third Employees Opened Accounts Without Customer 

Consent: Lawsuit alleges bank didn’t do enough to monitor or adjust sales goals.” And the 

following day, DealBreaker published an article about the Fifth Third unauthorized account scandal 

titled “Fake Accounts Were Such a Good Idea, They Thought Of It Twice.”

96. In a substantial part as a result of the disclosures about Fifth Third’s unauthorized 

account scandal, the Company’s stock price dropped from a close of $22.20 on March 6, 2020 to a 

close of $18.30 on March 9, 2020, a $3.90 per share decline. While the entire market was declining 

on March 9, 2020, Fifth Third’s stock price fell substantially more than the market as a whole (as 

reflected by the S&P 500) and the stock price of peer banks. Fifth Third’s share price continued to 

drop in the days following the filing of the CFPB action, falling to $15.90 by March 12, 2020, a loss 

of $6.30 per share or 28% in four days. Indeed, prior to the market opening on March 10, 2020, a 

CNBC article identified Fifth Third as one of the “biggest movers in the premarket” and reported, 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 44 of 67 PageID #:769
- 42 - 

4833-1164-7178.v1 

“The bank was charged by the Consumer Financial Protection Bureau with opening new accounts 

without customer consent, in order to meet sales goals.” An article published on The Motley Fool

website titled “Why Fifth Third’s Stock Plunged Over 20% in the Last Week” reported:

On top of those two strong headwinds [the Covid-19 pandemic and the 

Federal Reserve lowering interest rates], Fifth Third got hit with a lawsuit from the 

Consumer Financial Protection Bureau (CFPB) on March 9 for alleged illegal 

practices. . . . All this adds up to tough times for Fifth Third as the stock is down 

about 27% in the past five trading days during trading on Tuesday, and 54% year-todate.

97. An April 5, 2020 article, also published on The Motley Fool website, similarly 

reported, “Fifth Third’s stock probably wouldn’t have fallen nearly as much in March, but it had the 

added headwind of being sued by the Consumer Financial Protection Bureau (CFPB) on March 9, 

which accused Fifth Third of opening fake accounts, not unlike the scandal that enveloped Wells 

Fargo (NYSE:WFC) in 2016.”

VII. ADDITIONAL SCIENTER ALLEGATIONS 

98. By virtue of the facts set forth herein, it may be strongly inferred that Defendants 

knew or recklessly disregarded that the statements in §V, supra, were misleading to investors and 

omitted material information. 

A. Defendants’ Admitted Knowledge of Known Risks 

99. In addition to defendant Carmichael’s receipt of the CFPB Investigative Demand 

Notice on November 3, 2016, Defendants’ public statements throughout the Class Period evidence 

that they would have known, or at a minimum recklessly disregarded, both the CFPB investigation 

and the unauthorized account issue at Fifth Third. 

100. Defendants assured investors during Fifth Third’s earnings calls and in its SEC 

Filings that the Company’s “robust and active risk management practices” ensured that Defendants’ 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 45 of 67 PageID #:770
- 43 - 

4833-1164-7178.v1 

knew about the kind of predatory banking practices at issue here and that such issues were escalated 

to senior management and the Board of Directors as a matter of course. 

101. For example, Fifth Third’s 3Q 2016 Form 10-Q, filed November 9, 2016, stated that 

Fifth Third “focuses on managing regulatory compliance risk in accordance with the Bancorp’s 

integrated risk management framework, which ensures consistent processes for identifying, 

assessing, managing, monitoring, and reporting risks.” Fifth Third further assured investors that it 

reported and escalated all compliance issues to senior management and the Board of Directors 

systematically: 

Fifth Third also focuses on the reporting and escalation of compliance issues 

to senior management and the Board. The Management Compliance Committee is 

the key committee that oversees and supports Fifth Third in the management of 

compliance risk across the enterprise. The Management Compliance Committee 

oversees Fifth Third-wide compliance issues, industry best practices, legislative 

developments (in coordination with the Regulatory Change Management 

Committee), regulatory concerns, and other leading indicators of compliance risk. 

The Management Compliance Committee reports to the Enterprise Risk Management 

Committee,2

 which reports to the Risk and Compliance Committee of the Board of 

Directors. 

102. Defendants repeated substantively identical statements concerning Fifth Third’s 

processes for reporting and escalating compliance and other risk issues in the Bank’s FY 2016 Form 

10-K, filed February 24, 2017 (¶101). 

103. Defendants Carmichael and Tuzun both signed the Company’s Forms 10-K and 

Forms 10-Q filed during the Class Period and certified them pursuant to the Sarbanes-Oxley Act 

(“SOX”). These SOX certifications also evidence that Defendants would have known, or had to 

recklessly disregard, the predatory banking practices, stating that Carmichael and Tuzun are 

“responsible for establishing and maintaining disclosure controls and procedures,” that they 

 

2

 At all times during the Class Period, Carmichael was a member of the Enterprise Risk Management 

Committee (“ERMC”). 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 46 of 67 PageID #:771
- 44 - 

4833-1164-7178.v1 

“designed” and “[e]valuated the effectiveness of” Fifth Third’s “disclosure controls and procedures,” 

and that they have “disclosed” “[a]ll significant deficiencies and material weaknesses” and “[a]ny 

fraud, whether or not material, that involves management or other employees who have a significant 

role in the Registrant’s internal control over financial reporting.” 

104. In Fifth Third’s 1Q 2017 Form 10-Q, filed May 5, 2017, Defendants repeated 

statements substantively identical to those in its prior SEC reports concerning the Bank’s processes 

for reporting and escalating compliance and other risk issues (¶¶101-102). It also elaborated on the 

Company’s Risk Management Process, assuring investors that this process “provides a consistent 

and integrated approach for managing risks and ensuring appropriate risk mitigants and controls are 

in place, and risks and issues are appropriately escalated.” And it explained precisely how the 

Company escalated compliance issues to the Bank’s senior management and the Board in new detail: 

The Bancorp’s risk governance structure includes management committees 

operating under delegation from, and providing information directly or indirectly to, 

the Board. The Bancorp Board delegates certain responsibilities to Board subcommittees, including the RCC as outlined in each respective Committee Charter, 

which may be found on https://www.53.com. The ERMC, which reports to the RCC, 

comprises senior management from across the Bancorp and reviews and approves 

risk management frameworks and policies, oversees the management of all risk types 

to ensure that aggregated risks remain within the Bancorp’s risk appetite, and fosters 

a risk culture to ensure appropriate escalation and transparency of risks. 

105. Defendants repeated substantively identical statements concerning Fifth Third’s 

robust risk identification and escalation process in the 2Q and 3Q 2017 Form 10-Qs, filed August 8, 

2017, and November 6, 2017, respectively (¶¶101-102, 104). 

106. Defendants also filed and published Fifth Third’s Code of Business Conduct and 

Ethics with the SEC on September 25, 2017. The 2017 Code evidences that Defendants would have 

known about, or recklessly disregarded, the unauthorized account issues and the CFPB investigation 

that they omitted from their public statements to investors. The 2017 Code mandated reporting of 

any suspected fraud and compliance violations across the entire Company. Indeed, in prohibiting 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 47 of 67 PageID #:772
- 45 - 

4833-1164-7178.v1 

“unethical business practices” and telling investors that “Fifth Third is fully committed to 

maintaining non-abusive and anti-predatory lending practices,” the 2017 Code enumerated the exact 

unauthorized account practices at issue here: 

Unethical business practices, such as incentive gaming, falsifying documents or 

inflating performance results, are strictly prohibited. You are prohibited from 

manipulating records, opening accounts without customer authorization, offering 

customers unnecessary products and falsifying records or applications in order to 

benefit yourself or other employees of Fifth Third. 

107. The 2017 Code further held each employee “accountable for . . . [r]eporting any 

potential violations or ethical concerns promptly and in an appropriate manner.” Fifth Third 

managers were warned that they “must respond to misconduct and report violations as soon as you 

witness them or are made aware.” And the Company insisted that “[e]very Fifth Third employee has 

a responsibility to communicate situations that could cause risk or harm to the Bank or our 

customers” – “manager and non-manger alike” – even if the employee “may not have all the 

information.” Citing its commitment to “adhering to the letter and the spirit of applicable laws, 

regulations and Bancorp policies,” the 2017 Code further stated that “[a]ll employees are required to 

fully comply with all applicable laws, rules and regulations, as well as with all Fifth Third policies 

and procedures.” To facilitate such reporting and escalating, the 2017 Code required Fifth Third 

employees and executives to “refer all cases of suspected fraud through the appropriate channels,” 

which included a 24-hour a day ethics hotline, a Fraud Hotline, and a Fraud Referral Form. The 

2017 Code also affirmed that any and all of this mandatory reporting was investigated and thus 

escalated: “The Bancorp investigates every concern that employees report through any channel” and 

that “[e]very report of a violation is taken seriously.” 

108. The 2017 Code also assured investors that Fifth Third was committed to “the integrity 

and accuracy” of its “[b]usiness and financial records,” which it described as “critical to Fifth Third 

Bancorp’s operations,” including “those filed and/or produced with the Securities Exchange 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 48 of 67 PageID #:773
- 46 - 

4833-1164-7178.v1 

Commission.” To ensure these records “are complete, fair, accurate, clear and transparent,” Fifth 

Third emphasized its “Disclosure Council and Disclosure Council Guidelines that govern filing and 

disclosures.” 

109. Fifth Third also held an Investor Day conference on December 7, 2017, during which 

its Chief Risk Officer Frank Forrest further extolled the Company’s “strong proactive risk 

management” and stated, “Risk management at Fifth Third is embedded in our culture, in everything 

we do.” In the context of “headline risk” in the banking sector shortly after Wells Fargo’s 

unauthorized account scandal was disclosed, Forrest assured investors that “we closely monitor these 

activities and report them to the Board and to management and to our regulators.” 

110. Defendants filed Fifth Third’s FY 2017 Form 10-K on February 28, 2018. In it, 

Defendants repeated the statements from the Bank’s earlier SEC filings concerning its “effective” 

risk management reporting and escalating processes (¶¶101-102, 104-105). After reaffirming that 

Fifth Third’s Risk Management Process “ensures consistent processes for identifying, assessing, 

managing, monitoring, and reporting risks” and “fosters a risk culture to ensure appropriate 

escalation,” Defendants added that “escalat[ing] risks and issues” was a “core principle[ ]” that 

“ensure[d] the Bancorp is operating in a safe and sound manner.” 

111. In Fifth Third’s subsequent quarterly and annual reports during the Class Period – 

filed May 4, 2018, August 8, 2018, November 6, 2018, March 1, 2019, May 10, 2019, August 8, 

2019, November 8, 2019, and March 2, 2020 – Defendants repeated the statements from the Bank’s 

2017 Form 10-K concerning the robust risk identification and escalation process nearly verbatim. 

And beginning with the 2Q 2019 Form 10-Q, filed August 8, 2019, Defendants added to Fifth 

Third’s filings the unequivocal statement that the Bank’s risk management processes “ensure” that 

“risks and issues are appropriately escalated . . . to the Bancorp’s management and Board.” 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 49 of 67 PageID #:774
- 47 - 

4833-1164-7178.v1 

112. Fifth Third updated its Code of Business Conduct & Ethics in 2018 and 2019, filing 

these updates with the SEC and publishing them on September 24, 2018, and September 18, 2019, 

respectively. The 2018 and 2019 Codes were identical to each other and nearly identical to the 2017 

Code (including the mandatory requirements for reporting and escalating risks and issues) with one 

addition, a purported prohibition on “[o]pening bogus or fake accounts.” The 2018 and 2019 Codes 

also stated that “Fifth Third is committed to providing customers with financial products and 

services in ways that avoid any practices that could be deemed predatory, unfair, deceptive or 

abusive.” 

113. Defendants filed Fifth Third’s 2020 Proxy Statement with the SEC on March 4, 2020. 

The 2020 Proxy Statement assured investors that “[t]he Bancorp’s risk governance structure ensures 

proper oversight of risk across the firm and provides a path for escalation of risks and issues to 

management and board-level committees to drive effective risk decisioning.” The 2020 Proxy 

Statement further emphasized defendant Carmichael’s role in reporting and escalating risks and 

issues, stating that “he drove accountability for a culture of strong risk management and regulatory 

results” and “was also responsible for customer experience results.” 

B. Defendants Collect Over $35.4 Million in Incentive Compensation and 

Insider Trading 

114. The Individual Defendants were incentivized to conceal the unauthorized account 

practices at Fifth Third and the CFPB investigation of those practices because a significant portion of 

their compensation was performance-based. According to Fifth Third’s Definitive Proxy Statement 

dated March 9, 2017, the executive compensation structure largely comprised “pay for performance” 

incentive compensation, with “stock price growth,” “performance relative to [banking] peers,” and a 

“risk performance assessment” the key factors in determining the executive’s incentive 

compensation. 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 50 of 67 PageID #:775
- 48 - 

4833-1164-7178.v1 

115. By failing to disclose the use of fake accounts at Fifth Third and the CFPB’s 

investigation of the Company’s practices, defendants Carmichael and Tuzun artificially inflated Fifth 

Third’s stock price and obfuscated known risks facing the bank. As a result, they were able to 

collect significant incentive compensation during the Class Period. 

116. As set forth in the chart below, Carmichael’s incentive compensation for each of 

2016, 2017 and 2018 (paid in 2017, 2018 and 2019, respectively) was both significant and far 

exceeded his annual salary: 

Year Salary Incentive Compensation 

and Stock Awards 

Incentive Compensation 

as a % of Salary 

2016 $994,287 $6,250,004 629% 

2017 $1,000,064 $7,324,998 732% 

2018 $1,088,531 $9,849,976 905% 

117. In total, during the Class Period and while the truth about Fifth Third’s predatory 

banking practices and the CFPB investigation were kept hidden from investors, Carmichael collected 

over $23.4 million in incentive-based compensation, which represented more than 88% of his total 

compensation. As of March 2020, when the truth about the unauthorized accounts and CFPB 

investigation began to be revealed, Carmichael’s incentive compensation was cut by $2.4 million 

relative to what he collected in 2019. 

118. As set forth in the chart below, Tuzun’s incentive compensation for each of 2016, 

2017 and 2018 (paid in 2017, 2018 and 2019, respectively) was also both significant and far 

exceeded his annual salary: 

Year Salary Incentive Compensation 

and Stock Awards 

Incentive Compensation 

as a % of Salary 

2016 $519,342 $1,900,000 366% 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 51 of 67 PageID #:776
- 49 - 

4833-1164-7178.v1 

Year Salary Incentive Compensation 

and Stock Awards 

Incentive Compensation 

as a % of Salary 

2017 $553,426 $2,030,003 367% 

2018 $586,015 $2,350,011 401% 

119. In total, during the Class Period and while the truth about Fifth Third’s unauthorized 

account practices and the CFPB investigation were kept hidden from investors, Tuzun collected over 

$6.2 million in incentive-based compensation, which represented more than 79% of his total 

compensation. As of March 2020, as the truth about the unauthorized accounts and CFPB 

investigation began to be revealed, Carmichael’s incentive compensation was cut by over 12% 

($285,000) relative to what he collected in 2019. 

120. In addition to his $23.4 million in incentive compensation, during the Class Period 

Carmichael sold more than $5.8 million of his Fifth Third stock while in possession of material 

information about the CFPB investigation and unauthorized account practices. As reflected in the 

chart below, Carmichael sold his Fifth Third stock at prices that were $3.57 to $16.47 per share 

(22% to 104%) higher than where the stock price traded following the March 2020 disclosures of the 

truth. 

Date Number of Shares Share Price Total Proceeds 

Nov. 10, 2016 17,689 $23.45 $414,807 

Nov. 16, 2016 36,821 $25.11 $924,575 

Feb. 13, 2018 87,613 $32.37 $2,836,033 

Oct. 29, 2019 55,251 $29.59 $1,634,877 

Total 197,374 $5,810,292 

121. Based on the Form 4 that was filed in conjunction with Carmichael’s October 29, 

2019 stock sale, he continued to hold 567,440 shares of Fifth Third stock. Accordingly, during the 

Class Period, Carmichael sold 26% of his Fifth Third stock. Carmichael’s stock sales during the 

Class Period were also inconsistent with his transactions before and after the Class Period. In the 18 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 52 of 67 PageID #:777
- 50 - 

4833-1164-7178.v1 

months before the start of the Class Period and in the six months following the end of the Class 

Period, Carmichael did not sell any of his Fifth Third stock. 

C. Defendants Complete $242 Million Offering of Fifth Third Securities 

122. On September 17, 2019, while Fifth Third’s common stock price continued to trade at 

artificially inflated levels and investors were unaware of the CFPB investigation or unauthorized 

account scandal, Defendants sold 10,000,000 preferred shares at $25.00 per share. The prospectus 

for the offering incorporated the misleading risk factors from Fifth Third’s March 1, 2019 Form 10-

K (¶55, supra) and stated that the proceeds from the offering would be used “for general corporate 

purposes, which may include repurchases of shares of our common stock.” The success of the 

offering depended on both keeping Fifth Third’s common stock price artificially inflated and in 

keeping the CFPB investigation and predatory banking practices concealed from investors. As a 

result of the September 2019 offering, Defendants were able to raise $242 million. 

D. Defendants Issued 131 Million Shares of Fifth Third Common Stock 

to Complete $4.3 Billion Acquisition of MB Financial 

123. On March 22, 2019, in its largest deal in 20 years, Fifth Third completed the $4.7 

billion acquisition of Chicago-based MB Financial. To complete the acquisition, Defendants needed 

to convince MB Financial shareholders to vote for the acquisition. The Registration Statement used 

to solicit the vote of MB Financial shareholders touted “the historical performance of Fifth Third 

common stock,” but it failed to disclose the unauthorized account issues at Fifth Third or the CFPB’s 

investigation. The Registration Statement also incorporated the false and misleading risk 

disclosures, identified above, in Fifth Third’s FY 2017 Form 10-K (¶54, supra). Unaware of the 

material facts about the unauthorized account practices and CFPB investigation, MB Financial 

shareholders approved the acquisition. 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 53 of 67 PageID #:778
- 51 - 

4833-1164-7178.v1 

124. Defendants also needed to fund the $4.7 billion acquisition of MB Financial. Because 

Fifth Third did not have sufficient capital to complete the acquisition with cash, Defendants had to 

use the Company’s common stock to fund 90% of the acquisition price. Accordingly, Defendants 

issued approximately 131 million new shares of Fifth Third common stock that, as of March 22, 

2019, was trading at the artificially inflated price of $24.62 per share. 

125. Had the truth been known about the unauthorized account scandal and CFPB 

investigation, Defendants would not have been able to complete the acquisition of MB Financial or, 

if it had been approved, would have had to issue substantially more stock to fund the acquisition. 

Indeed, based on Fifth Third’s stock price on March 12, 2020, following the disclosures of 

Defendants’ fraudulent conduct, Defendants would have had to issue 71.8 million more shares of 

stocks – 54% – than they did by completing the MB Financial acquisition while the Company’s 

stock price was artificially inflated. 

VIII. LOSS CAUSATION AND ECONOMIC LOSS 

126. During the Class Period, as detailed herein, Defendants made misleading statements 

and material omissions and engaged in a scheme to deceive the market and a course of conduct that 

artificially inflated the price of Fifth Third common stock and operated as a fraud or deceit on Class 

Period purchasers of Fifth Third common stock by failing to disclose that the Company’s incentive 

structure had led to fraudulent customer accounts and credit cards opened in violation of consumer 

protection laws and regulations and that Fifth Third had been subject to a CFPB investigation of 

these activities since November 2016.

127. Defendants’ false and misleading statements had their intended effect and directly and 

proximately caused Fifth Third common stock to trade at artificially inflated levels, reaching a Class 

Period high of $34.26 per share.

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 54 of 67 PageID #:779
- 52 - 

4833-1164-7178.v1 

128. As a result of Defendants’ fraudulent conduct as alleged herein, the price at which 

Fifth Third common stock traded was artificially inflated throughout the Class Period. When 

Plaintiff and other members of the Class purchased their Fifth Third common stock, the true value of 

such common stock was substantially lower than the prices actually paid. As a result of purchasing 

Fifth Third common stock during the Class Period at artificially inflated prices, Plaintiff and other 

members of the Class suffered economic loss, i.e., damages, under federal securities laws, when such 

artificial inflation dissipated.

129. As a result of Defendants’ misleading statements and material omissions, Plaintiff, 

and other members of the Class relied, to their detriment, on such statements and documents, and/or 

the integrity of the market, in purchasing their Fifth Third common stock at artificially inflated 

prices during the Class Period. Had Plaintiff and other members of the Class known the truth, they 

would not have taken such actions.

130. When the misrepresentations and omissions that Defendants had concealed from the 

market were disclosed beginning on March 2, 2020, the price of Fifth Third common stock fell, 

causing substantial losses to investors.

131. On March 2, 2020, Fifth Third filed its Annual Report on Form 10-K for FY 2019 

with the SEC. At page 161 of the Form 10-K, Fifth Third disclosed for the first time that “the CFPB 

staff has notified Fifth Third that it intends to file an enforcement action in relation to alleged 

unauthorized account openings. . . . The impact of this potential enforcement action has been 

reflected in our reasonably possible losses.” As set forth above in ¶¶30-31, 86-87, analysts and 

reporters promptly reported on the disclosure.

132. As a result of the disclosure about the CFPB fake account action, Fifth Third’s stock 

price dropped from a close of $25.72 on March 2, 2020 to a close of $24.44 on March 3, 2020, a 

$1.28 per share decline. Fifth Third’s share price continued to drop in the days following the 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 55 of 67 PageID #:780
- 53 - 

4833-1164-7178.v1 

disclosure of the CFPB action, falling to $22.20 by March 6, 2020, a loss of $3.52 per share or 14% 

in four days.

133. During the day on March 9, 2020, the CFPB issued a press release titled “Consumer 

Financial Protection Bureau Files Suit Against Fifth Third Bank, National Association for Allegedly 

Opening Unauthorized Accounts and Enrolling Consumers in Unauthorized Products and Services” 

and filed its complaint alleging Fifth Third had violated the Consumer Financial Protection Act’s 

prohibition against unfair and abusive acts, as well as the Truth in Lending Act and the Truth in 

Savings Act. As set forth above in ¶¶39, 41-42, 95-97, the CFPB press release and complaint 

generated national news.

134. In substantial part as a result of the disclosures about Fifth Third’s fake account 

scandal, the Company’s stock price dropped from a close of $22.20 on March 6, 2020 to a close of 

$18.30 on March 9, 2020, a $3.90 per share decline. While the entire market was declining on 

March 9, 2020, Fifth Third’s stock price fell substantially more than the market as a whole (as 

reflected by the S&P 500) and the stock price of peer banks. Fifth Third’s share price continued to 

drop in the days following the filing of the CFPB action, falling to $15.90 by March 12, 2020, a loss 

of $6.30 per share or 28% in four days.

135. The timing and magnitude of the decline in the price of Fifth Third common stock 

negates any inference that losses suffered by Plaintiff and other Class members were fully caused by 

changed market conditions, macroeconomic factors, or Company-specific facts unrelated to 

Defendants’ fraudulent conduct. As discussed above, from the initial disclosure about the CFPB 

action disclosure on March 2, 2020 to March 6, 2020, Fifth Third’s stock price fell 14%. In 

comparison, the closing price of the S&P 500 only dropped 3.8% over the same period. Similarly, 

from the March 9, 2020 disclosure of the CFPB complaint through March 12, 2020, Fifth Third’s 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 56 of 67 PageID #:781
- 54 - 

4833-1164-7178.v1 

stock price fell 28%. Over those same days, which included a sharp negative reaction to emerging 

news about the Covid-19 pandemic, the S&P 500 fell 16%.

136. As a result of their purchases of Fifth Third common stock during the Class Period 

and the subsequent decline in the value of those shares when the truth was revealed to the market, 

Plaintiff and other members of the Class suffered economic loss, i.e., damages, under the federal 

securities laws.

IX. PRESUMPTION OF RELIANCE 

137. At all relevant times, the market for Fifth Third common stock was an efficient 

market for the following reasons, among others:

(a) Fifth Third common stock met the requirements for listing and was listed and 

actively traded on the Nasdaq Global Select Market, a highly efficient and automated market;

(b) according to the Company’s 2019 Form 10-K, the Company had more than 

709 million shares of common stock outstanding as of January 31, 2020, demonstrating a very active 

and broad market for Fifth Third common stock;

(c) as a regulated issuer, Fifth Third filed periodic public reports with the SEC;

(d) Fifth Third regularly communicated with public investors via established 

market communication mechanisms, including the regular dissemination of press releases on 

national circuits of major newswire services, the Internet, and other wide-ranging public disclosures; 

and

(e) Fifth Third was followed by numerous securities analysts employed by major 

brokerage firms, who wrote reports that were distributed to the brokerage firms’ sales forces and the 

public.

138. As a result of the foregoing, the market for Fifth Third common stock promptly 

digested current information regarding Fifth Third from publicly available sources and reflected such 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 57 of 67 PageID #:782
- 55 - 

4833-1164-7178.v1 

information in Fifth Third’s common stock price. Under these circumstances, a presumption of 

reliance applies to Plaintiff’s and Class Members’ purchases of Fifth Third common stock.

139. A presumption of reliance is also appropriate in this action under the Supreme Court’s 

holding in Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128 (1972), because Plaintiff’s 

claims are based on Defendants’ material omissions. Because this action involves Defendants’ 

failure to disclose material adverse information regarding Fifth Third’s predatory banking practices 

and the CFPB investigation of those practices, positive proof of reliance is not a prerequisite to 

recovery. All that is necessary is that the facts withheld be material in the sense that a reasonable 

investor might have considered them important in making investment decisions. Given the 

importance of Defendants’ material omissions set forth above, that requirement is satisfied here.

X. NO SAFE HARBOR 

140. The false and misleading statements alleged herein were not forward-looking. To the 

extent any of the alleged false and misleading statements were forward-looking, the federal statutory 

safe harbor for forward-looking statements under certain circumstances does not apply. Many of the 

specific statements alleged were not identified as “forward-looking statements” when made. To the 

extent there were any forward-looking statements, there were no meaningful cautionary statements 

accompanying them. To be meaningful, cautionary statements must identify important factors that 

could cause actual results to differ materially from those in the purportedly forward-looking 

statements. Such cautions were absent from Fifth Third’s Class Period filings and oral disclaimers.

141. Alternatively, to the extent that the statutory safe harbor could apply to any forwardlooking statements pleaded herein, Defendants are liable for those false and misleading forwardlooking statements because, at the time each of those forward-looking statements were made, the 

speaker knew that the particular forward-looking statement was false or misleading and the forwardCase: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 58 of 67 PageID #:783
- 56 - 

4833-1164-7178.v1 

looking statement was authorized and approved by an executive officer of Fifth Third who knew that 

those statements were false or misleading when made.

142. Moreover, to the extent that Defendants issued any disclosures designed to warn or 

caution investors of certain risks, those disclosures were also false and misleading since they did not 

disclose that Defendants were actually engaging in the very actions about which they purportedly 

warned of and/or had actual knowledge of material adverse facts undermining such disclosures.

XI. CLASS ACTION ALLEGATIONS 

143. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil 

Procedure 23(a) and (b)(3) on behalf of a Class consisting of all purchasers of Fifth Third common 

stock during the Class Period. Excluded from the Class are: Defendants, the current and Class 

Period officers and directors of the Company, the members of the immediate families and the legal 

representatives, affiliates, heirs, successors-in-interest, or assigns of any such excluded person, and 

any entity in which such excluded persons have or had a controlling interest.

144. The members of the Class are so numerous that joinder of all members is 

impracticable. Throughout the Class Period, Fifth Third common stock was actively traded on the 

Nasdaq Global Select Market. According to the Company’s 2019 Form 10-K, the Company had 

more than 709 million shares of common stock outstanding as of January 31, 2020 While the exact 

number of Class members can only be determined by appropriate discovery, Plaintiff believes that 

Class members number at least in the hundreds, if not thousands, and that they are geographically 

dispersed.

145. Plaintiff’s claims are typical of the claims of the members of the Class because 

Plaintiff’s and all the Class members’ damages arise from and were caused by the same 

representations and omissions made by or chargeable to Defendants. Plaintiff does not have any 

interests antagonistic to, or in conflict with, the Class.

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 59 of 67 PageID #:784
- 57 - 

4833-1164-7178.v1 

146. Plaintiff will fairly and adequately protect the interests of the members of the Class 

and has retained counsel competent and experienced in class action and securities litigation.

147. Common questions of law and fact exist as to all members of the Class and 

predominate over any questions solely affecting individual members of the Class. Among the 

questions of law and fact common to the Class are:

(a) Whether the federal securities laws were violated by Defendants’ acts as 

alleged herein;

(b) Whether statements made by or chargeable to Defendants during the Class 

Period misrepresented or omitted material facts;

(c) Whether the price of Fifth Third common stock was artificially inflated during 

the Class Period; and

(d) To what extent the members of the Class have sustained damages and the 

proper measure of damages.

148. A class action is superior to all other available methods for the fair and efficient 

adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the 

damages suffered by individual Class members may be relatively small, the expense and burden of 

individual litigation makes it impracticable for members of the Class to individually redress the 

wrongs done to them. Plaintiff is not aware of any difficulty in the management of this action as a 

class action.

COUNT I 

For Violation of §10(b) of the Exchange Act and SEC Rule 10b-5 

Against Fifth Third and the Individual Defendants 

149. Plaintiff incorporates the foregoing paragraphs by reference.

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 60 of 67 PageID #:785
- 58 - 

4833-1164-7178.v1 

150. During the Class Period, Fifth Third and the Individual Defendants disseminated or 

approved the misleading statements specified above, which they knew or recklessly disregarded 

were misleading in that they contained misrepresentations and failed to disclose material facts 

necessary in order to make the statements made, in light of the circumstances under which they were 

made, not misleading.

151. These Defendants violated §10(b) of the Exchange Act and SEC Rule 10b-5 

promulgated thereunder in that they:

(a) Employed devices, schemes, and artifices to defraud;

(b) Made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in light of the circumstances under which they were 

made, not misleading; or

(c) Engaged in acts, practices and a course of business that operated as a fraud or 

deceit upon Plaintiff and other members of the Class in connection with their purchases of Fifth 

Third common stock.

152. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and other 

members of the Class suffered damages in connection with their respective purchases of Fifth Third 

common stock during the Class Period, because, in reliance on the integrity of the market, Plaintiff 

and other members of the Class paid artificially inflated prices for Fifth Third common stock and 

experienced losses when the artificial inflation was released from Fifth Third common stock as a 

result of the leakage and disclosure of information and price declines detailed herein. Plaintiff and 

other members of the Class would not have purchased Fifth Third common stock at the prices paid, 

or at all, if they had been aware that the market price had been artificially and falsely inflated by 

Defendants’ misleading statements and material omissions.

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 61 of 67 PageID #:786
- 59 - 

4833-1164-7178.v1 

153. By virtue of the foregoing, Fifth Third and the Individual Defendants have each 

violated §10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder.

COUNT II 

For Violation of §20(a) of the Exchange Act 

Against Defendants Carmichael and Tuzun 

154. Plaintiff incorporates the foregoing paragraphs by reference.

155. Defendants Carmichael and Tuzun acted as controlling persons of Fifth Third within 

the meaning of §20(a) of the Exchange Act.

156. By virtue of their high-level positions, participation in and/or awareness of the 

Company’s operations and/or intimate knowledge of the Company’s disclosures, Carmichael and 

Tuzun had the power to influence and control, and did influence and control, directly or indirectly, 

the decision-making of the Company, including the content and dissemination of the various 

statements that Plaintiff contends are false and misleading. Carmichael and Tuzun were provided 

with, or had unlimited access to copies of, the Company’s reports, press releases, public filings, and 

other statements alleged by Plaintiff to be misleading before and/or shortly after these statements 

were issued and had the ability to prevent the issuance of the statements or cause the statements to be 

corrected.

157. As set forth above, Fifth Third violated §10(b) and Rule 10b-5 promulgated 

thereunder by its acts and omissions as alleged in this complaint. By virtue of their positions as 

controlling persons, and as a result of their aforementioned conduct, defendants Carmichael and 

Tuzun are liable pursuant to §20(a) of the Exchange Act for the §10(b) violations. As a direct and 

proximate result of these Defendants’ wrongful conduct, Plaintiff and other members of the Class 

suffered damages in connection with their purchases of the Company’s stock during the Class 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 62 of 67 PageID #:787
- 60 -

4833-1164-7178.v1 

Period, as evidenced by, among others, the stock price declines discussed above, when the artificial 

inflation was released from the Company’s stock.

PRAYER FOR RELIEF 

WHEREFORE, Plaintiff prays for judgment as follows: 

A. Declaring this action to be a class action properly maintained pursuant to Rule 23(a)

and b(3) of the Federal Rules of Civil Procedure and certifying Plaintiff as Class Representative and 

Robbins Geller Rudman & Dowd LLP as Class Counsel;

B. Awarding compensatory damages in favor of Plaintiff and the other members of the

Class against all Defendants, jointly and severally, for all damages sustained as a result of 

Defendants’ wrongdoing, in an amount to be proven at trial, including interest thereon;

C. Awarding Plaintiff reasonable costs and expenses incurred in this action, including

attorneys’ fees, experts’ fees, and other costs and disbursements; and

D. Awarding such further relief, including any equitable/injunctive relief, as the Court

may deem just and proper.

DEMAND FOR TRIAL BY JURY 

Plaintiff hereby demands a trial by jury. 

DATED: September 14, 2020 ROBBINS GELLER RUDMAN 

 & DOWD LLP 

TOR GRONBORG 

LAURIE L. LARGENT 

CHRISTOPHER R. KINNON 

s/ TOR GRONBORG 

TOR GRONBORG 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 63 of 67 PageID #:788
- 61 -

4833-1164-7178.v1 

655 West Broadway, Suite 1900 

San Diego, CA 92101 

Telephone: 619/231-1058 

619/231-7423 (fax) 

torg@rgrdlaw.com 

llargent@rgrdlaw.com 

ckinnon@rgrdlaw.com 

ROBBINS GELLER RUDMAN 

 & DOWD LLP 

BRIAN E. COCHRAN (IL Bar # 6329016) 

200 South Wacker Drive, 31st Floor 

Chicago, IL 60606 

Telephone: 312/674-4674 

312/674-4676 (fax) 

bcochran@rgrdlaw.com 

Lead Counsel for Lead Plaintiff 

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 64 of 67 PageID #:789
4825-4261-6008.v1-8/24/20 

CERTIFICATE OF SERVICE 

I hereby certify under penalty of perjury that on September 14, 2020, I authorized the 

electronic filing of the foregoing with the Clerk of the Court using the CM/ECF system 

which will send notification of such filing to the e-mail addresses on the attached Electronic 

Mail Notice List, and I hereby certify that I caused the mailing of the foregoing via the United 

States Postal Service to the non-CM/ECF participants indicated on the attached Manual Notice 

List. s/ TOR GRONBORG

TOR GRONBORG

ROBBINS GELLER RUDMAN 

& DOWD LLP 

655 West Broadway, Suite 1900 

San Diego, CA 92101-8498 

Telephone: 619/231-1058 

619/231-7423 (fax) 

E-mail: torg@rgrdlaw.com

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 65 of 67 PageID #:790
9/14/2020 CM/ECF LIVE, Ver 6.3.3 - U.S. District Court, Northern Illinoishttps://ecf.ilnd.uscourts.gov/cgi-bin/MailList.pl?58332128027879-L_1_0-1 1/2

Mailing Information for a Case 1:20-cv-02176 Heavy & General

Laborers' Local 472 & 172 Pension and Annuity Funds et al v. Fifth

Third Bancorp et al

Electronic Mail Notice List

The following are those who are currently on the list to receive e-mail notices for this case.

Brian E. Cochran 

BCochran@rgrdlaw.com,e_file_sd@rgrdlaw.com

Anthony Fata

afata@caffertyclobes.com

Carol V Gilden 

cgilden@cohenmilstein.com,lhoeksema@cohenmilstein.com,efilings@cohenmilstein.com

Tor Gronborg 

torg@rgrdlaw.com,e_file_sd@rgrdlaw.com

J. Alexander Hood , II

ahood@pomlaw.com

Christopher R. Kinnon 

Ckinnon@rgrdlaw.com

Marcella Louise Lape 

marcella.lape@skadden.com,chdocket@skadden.com

Laurie Largent 

LLargent@rgrdlaw.com

Jeremy Alan Lieberman 

jalieberman@pomlaw.com,tcrockett@pomlaw.com,disaacson@pomlaw.com,abarbosa@pomlaw.com

Katherine Fletcher Morgan 

katherine.morgan@skadden.com,chdocket@skadden.com

Danielle S. Myers 

dmyers@rgrdlaw.com,dmyers@ecf.courtdrive.com,e_file_sd@rgrdlaw.com

Daniel James Scime 

daniel.scime@skadden.com,chdocket@skadden.com

Charles F. Smith , Jr

cfsmith@skadden.com,chdocket@skadden.com

Manual Notice List

The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore

require manual noticing). You may wish to use your mouse to select and copy this list into your word processing

program in order to create notices or labels for these recipients.

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 66 of 67 PageID #:791
9/14/2020 CM/ECF LIVE, Ver 6.3.3 - U.S. District Court, Northern Illinoishttps://ecf.ilnd.uscourts.gov/cgi-bin/MailList.pl?58332128027879-L_1_0-1 2/2

(No manual recipients)

Case: 1:20-cv-02176 Document #: 53 Filed: 09/14/20 Page 67 of 67 PageID #:792