<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of
1934
_______________________________
THE FIFTH THIRD BANCORP
MASTER PROFIT
SHARING PLAN
(Full Title of Plan)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of Plan)
THE FIFTH THIRD BANCORP
(Name of Issuer)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of Principal Executive Offices)
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS
(a) The following financial statements are filed as part
of this annual report:
Exhibit 1 Financial Statements and
Supplemental Schedules of The
Fifth Third Bancorp Master
Profit Sharing Plan for the
years ended December 31, 1993
and 1992.
(b) Other exhibits:
Exhibit 23 Independent Auditors' Consent
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Fifth Third Bank Pension and Profit Sharing Committee has duly caused
this annual report to be signed by the undersigned thereunto duly authorized.
THE FIFTH THIRD BANCORP MASTER
PROFIT SHARING PLAN
Date: September 20, 1994 By:/s/ Michael K. Keating
---------------------------------
Title:Secretary, Pension and
---------------------------
Profit Sharing Committee
---------------------------
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<PAGE> 1
Exhibit 1
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
Financial Statements and Supplemental Schedules for the Years Ended
December 31, 1993 and 1992 and Independent Auditors' Report for
Inclusion in the Annual Report (Form 5500) to the Internal Revenue
Service
<PAGE> 2
INDEX TO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1993 and
1992
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 1993 and 1992
Notes to Financial Statements
SCHEDULE
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment - Item 27(a), December 31, 1993 I
Reportable Transactions - Item 27(d) for the Year Ended
December 31, 1993 VI
SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental
schedules are omitted because of the absence of conditions
under which they are required:
Assets Acquired and Disposed Within the Plan Year II
Party-in-Interest Transactions III
Obligations in Default IV
Leases in Default V
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
Fifth Third Bancorp and the Trustees of The Fifth Third
Bancorp Master Profit Sharing Plan:
We have audited the accompanying statements of net assets available for
benefits of The Fifth Third Bancorp Master Profit Sharing Plan (Plan) as of
December 31, 1993 and 1992, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our report dated July 9, 1993, we disclaimed an opinion on the 1992
financial statements as permitted by Section 2520.103-8 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA of 1974.
We have subsequently performed an audit in accordance with generally accepted
auditing standards and, accordingly, our present opinion on the 1992 financial
statements, as expressed herein, is different from our prior report on the 1992
financial statements.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the accompanying index are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in the audit of the basic 1993 financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic 1993 financial statements taken as whole.
/s/ Deloitte & Touche LLP
September 15, 1994
<PAGE> 4
<TABLE>
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
- ---------------------------------------------------------------------------------------------------------------------------------
1993 1992
<S> <C> <C>
INVESTMENTS, At fair value (Notes 2,3,4):
Bonds $ 307,218 $ 835,987
Common stock of Fifth Third Bancorp 3,175,432 3,296,646
Collective Funds:
Cash equivalents 8,942,198 8,631,273
Fixed income 32,497,570 38,468,736
Equity 62,061,181 52,425,259
Mutual Funds 1,400,482
------------ ------------
Total investments 108,384,081 103,657,901
ACCRUED INVESTMENT INCOME 31,480 46,944
CONTRIBUTIONS RECEIVABLE FROM
SUBSIDIARIES OF FIFTH THIRD BANCORP 12,152,768 4,043,577
CONTRIBUTIONS RECEIVABLE FROM PARTICIPANTS 98,411 85,140
CASH 88,930 345,827
------------ ------------
NET ASSETS AVILABLE FOR BENEFITS (Note 1) $120,755,670 $108,179,389
============ ============
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 5
<TABLE>
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
- ----------------------------------------------------------------------------------------------------------------------------
1993 1992
<S> <C> <C>
INCOME FROM INVESTMENTS:
Interest $ 433,749 $ 248,162
Dividends 73,321 52,111
Net appreciation in fair value of investments (Note 3) 3,136,000 6,261,710
------------ ------------
Total icome from investments 3,643,070 6,561,983
------------ ------------
CONTRIBUTIONS FROM SUBSIDIARIES OF FIFTH THIRD
BANCORP (Net of participants' elective cash payments
of $2,653,124 in 1993 and $2,747,687 in 1992)(Note 1) 12,153,627 11,323,577
CONTRIBUTIONS FROM PARTICIPANTS (Note 1) 2,993,135 2,623,156
ASSETS TRANSFERRED FROM MERGED PROFIT
SHARING PLAN 47,674
------------ ------------
Total 15,146,762 13,994,407
------------ ------------
BENEFITS PAID TO PARTICIPANTS (Note 1) (6,200,220) (4,462,496)
OTHER DISBURSEMENTS (13,331)
------------ ------------
Total (6,213,551) (4,462,496)
------------ ------------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 12,576,281 16,093,894
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 108,179,389 92,085,495
------------ ------------
End of year $120,755,670 $108,179,389
============ ============
<FN>
See notes to financial statements.
</TABLE>
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<PAGE> 6
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of The Fifth Third Bancorp Master
Profit Sharing Plan (the "Plan") is provided for general information
purposes only. Participants should refer to the Plan agreement for more
complete information.
General - The Plan is a defined contribution profit sharing plan with
separate accounts maintained for each participant. Each regular employee
of a participating Fifth Third Bancorp ("Bancorp") subsidiary automatically
becomes a participant on the first payroll date after becoming an employee.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). The original Plan became effective
December 31, 1954 and was last restated in its entirety effective January
1, 1989 to comply with various amendments to ERISA.
Administration - The Fifth Third Bank, a wholly-owned subsidiary of
Bancorp, is responsible for the administration of the Plan and serves as
the trustee. The investment assets of the Plan are held in separate trust
funds in the Trust Division of The Fifth Third Bank where such assets are
managed.
Funding and Vesting - The Bancorp's contribution to the Plan is an
amount determined annually by the Board of Directors of the Bancorp.
The contribution by the Bancorp and any nonvested balances remaining in
the accounts of participants who terminate their employment are allocated
to participants in the proportion that the compensation of each participant
bears to the compensation of all participants for the Plan year.
Gains and losses under the Plan, including income from investments and
changes in the market value of investments, are allocated to participants
in proportion to their respective interests in the Plan as of the preceding
valuation date, reduced by any payments to retired participants made during
the period.
Participants may elect to receive up to 50% of their allocation of
Bancorp contributions in cash (elective cash payments) rather than having
it credited to their account. Elective cash payments totaled $2,653,124
and $2,747,687 for the years ended December 31, 1993 and 1992,
respectively, and have been excluded from contributions and benefits paid
amounts in the accompanying statements of changes in net assets available
for benefits.
The elective portion of Bancorp contributions credited to participants
accounts is vested immediately. The remaining portion of Bancorp
contributions become vested 30% after three full years of participation, an
additional 10% after the fourth year, and an additional 20% each year
thereafter until fully vested.
The Plan permits voluntary contributions from participants up to 8% of
their current basic annual compensation. Such contributions are credited
directly to the participants' accounts and are fully vested.
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<PAGE> 7
Although it has not expressed its intention to do so, the Bancorp has the right
under the Plan to discontinue the contributions of any participating Bancorp
subsidiary at any time and to amend or terminate the Plan subject to the
provisions set forth in ERISA. If the Plan were to be terminated, the value of
the proportionate interest of each participant would be determined as of the
date of termination, and this amount would be fully vested and nonforfeitable.
Benefits - The Plan provides for payment of normal retirement benefits of
accumulated vested amounts upon reaching age 65 and has provisions for early
withdrawals of vested benefits in instances of early retirement, disability,
death, termination of employment, and financial hardship. Benefits are payable
in the form of lump-sum payments or periodic payments.
Benefits Payable - Benefits payable, which consist of amounts owed but not paid
as of December 31 for payments to terminated employees, are not recorded as a
liability within the financial statements. Benefits payable as of December 31,
1993 and 1992 were $930,926 and $293,226, respectively.
Tax Status - The Internal Revenuue Service has determined and informed the
Bancorp by a letter dated November 8, 1988, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
Investment Options - The Regular Fund is the basic investment option which is
offered to participants. The Regular Fund contains investments in collective
funds invested in money market accounts, equity securities, guaranteed
investment contracts and other fixed income securities. Participants who are
age 50 and older or become permanently disabled may elect, within specified
time periods, to invest their accounts in a Conservative Fund which contains
investments in U.S. Government Securities, and collective funds invested in
money market accounts, guaranteed investment contracts, U.S. Government
Securities and other fixed income securities. In 1990, a fund was established
to hold the assets of the merged First Ohio Bancshares Profit Sharing Plan.
This Stock Fund contains investments in money market accounts and Fifth Third
Bancorp common stock. Only participants of the predecessor plan are invested
in this fund. Additionally, in 1993, two new funds were established, the
Fountain Square Quality Growth Fund and the Fountain Square Mid Cap Fund. The
addition of these funds was made to allow Bancorp employees to choose from four
investment options, (General, Conservative, Quality Growth and Mid Cap). The
Quality Growth and Mid Cap funds contain mutual funds.
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<PAGE> 8
<TABLE>
The following summarizes the activity and balances of the Plan's five funds:
<CAPTION>
REGULAR CONSERVATIVE STOCK
FUND FUND FUND
<S> <C> <C> <C>
Net assets available for benefits at
December 31, 1991 $ 76,201,379 $ 13,113,508 $ 2,770,608
Net increase in net assets available for
benefits in 1992:
Income from investments 5,120,143 853,604 588,236
Contributions 12,545,396 1,401,337
Benefits paid to participants (3,222,860) (1,239,636)
Assets transferred 47,674
Interfund transfers (485,611) 485,611
-------------- ------------- -------------
Net assets available for benefits at
December 31, 1992 90,158,447 14,662,098 3,358,844
Income from investments 2,853,005 841,257 (77,278)
Contributions 13,899,907 599,231 26,511
Benefits paid to participants (4,822,337) (1,197,915) (100,593)
Interfund transfers (934,163) 914,689
--------------- ------------- -------------
Net assets available for benefits at
December 31, 1993 $ 101,154,859 $ 15,819,360 $ 3,207,484
=============== ============= =============
<CAPTION>
QUALITY MID CAP
GROWTH FUND FUND TOTAL
<S> <C> <C> <C>
Net assets available for benefits at
December 31, 1991 $ $ $ 92,085,495
Net increase in net assets available for
benefits in 1992:
Income from investments 6,561,983
Contributions 13,946,733
Benefits paid to participants (4,462,496)
Assets transferred 47,674
Interfund transfers
------------ ----------- --------------
Net assets available for benefits at
December 31, 1992 108,179,389
Income from investments 2,603 23,483 3,643,070
Contributions 334,252 286,861 15,146,762
Benefits paid to participants (30,841) (61,865) (6,213,551)
Assets transferred
Interfund transfers 42,412 (22,938)
------------ ----------- --------------
Net assets available for benefits at
December 31, 1993 $ 348,426 $ 225,541 $ 120,755,670
============ =========== ==============
</TABLE>
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<PAGE> 9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the Plan:
General - The accounting records of the Plan are maintained on the accrual
basis of accounting:
Valuation of Investments - If available, quoted market prices are used to
value investments. Securities that have no quoted market price (none at
December 31, 1993 and 1992) are recorded at estimated fair value. Many
factors are considered in arriving at that fair value. Certain bonds and
other investments are valued based on yields currently available on
comparable securities of issuers with similar credit ratings. The fair
value of collective funds is based on the fair market value of investments
in the fund.
<TABLE>
3. INVESTMENTS
Investments representing more than five percent of net assets at December 31, 1993 and 1992 are as
follows:
FAIR VALUE
--------------------------------
1993 1992
<S> <C> <C>
Fifth Third Bank Fixed Income Fund for Employee Benefit
Plans $21,947,164 $22,598,865
Fifth Third Bank Middle Capitalization Fund for Employee
Benefit Plans 12,850,621 11,504,045
Fifth Third Bank Common Stock Fund for Employee Benefit
Plans 49,210,560 40,921,214
Fifth Third Banksafe Trust 8,631,273
U.S. Government Securities Fund for Employee Benefit Plans 10,550,586 10,041,476
G.I.C. Investment Fund for Employee Benefit Plans 7,354,056 5,828,395
</TABLE>
<TABLE>
The following table represents the net appreciation in fair value of investments for the Plan for the years
ended December 31:
1993 1992
<S> <C> <C>
Net appreciation (depreciation) in fair value of investments:
Collective funds - fixed income and equity $3,291,850 $5,774,882
Common stock (140,796) 531,672
Bonds (28,768) (44,844)
Mutual funds 13,714
---------- ----------
Total $3,136,000 $6,261,710
========== ==========
</TABLE>
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<PAGE> 10
4. TRANSACTIONS WITH RELATED PARTIES
The Fifth Third Bank provides the Plan with certain accounting and
administrative services for which no fees are charged.
At December 31, 1993 and 1992, the Plan held 61,361 and 61,049 shares of
Fifth Third Bancorp common stock, respectively, with fair values of
$3,175,432 and $3,296,646, respectively (see Note 1).
* * * * * *
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<PAGE> 11
<TABLE>
SUPPLEMENTAL
SCHEDULE I
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT - ITEM 27(A)
DECEMBER 31, 1993
- -----------------------------------------------------------------------------------------------------------------------------------
PAR VALUE/ CARRYING CURRENT
NO. OF SHARES ASSET DESCRIPTION VALUE MARKET
<S> <C> <C> <C>
REGULAR FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
1,003,480 Fifth Third Banksafe Trust $ 1,003,480 $ 1,003,480
3,316,906 GIC Fund for Employee Benefit Plans 3,316,906 3,316,906
----------- -----------
Total Collective Funds - Cash Equivalents 4,320,386 $ 4,320,386
----------- -----------
COLLECTIVE FUNDS - FIXED INCOME:
588,480 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 10,591,707 18,107,530
24,042 U.S. Government Securities Fund for Employee Benefit Plans 3,642,219 4,536,725
----------- -----------
Total Collective Funds - Fixed Income 14,233,926 22,644,255
----------- -----------
COLLECTIVE FUNDS - EQUITY:
488,879 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 32,745,426 49,210,560
357,956 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 7,184,700 12,850,621
----------- -----------
Total Collective Funds - Equity 39,930,126 62,061,181
----------- -----------
Total Regular Fund 58,484,438 89,025,822
----------- -----------
CONSERVATIVE FUND
300,000 BONDS - U.S. Treasury Notes, dated July 6, 1987, 8.0%, due July 15, 1994 $ 301,406 $ 307,218
----------- -----------
</TABLE>
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<TABLE>
SUPPLEMENTAL
SCHEDULE I
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT - ITEM 27(A)
DECEMBER 31, 1993
- -----------------------------------------------------------------------------------------------------------------------------------
PAR VALUE/ CARRYING CURRENT
NO. OF SHARES ASSET DESCRIPTION VALUE MARKET
<S> <C> <C> <C>
CONSERVATIVE FUND - (CONTINUED)
COLLECTIVE FUNDS - CASH EQUIVALENTS:
569,919 Fifth Third Banksafe Trust $ 569,919 $ 569,919
4,037,150 GIC Fund for Employee Benefit Plans 4,037,150 4,087,150
----------- ------------
Total Collective Funds - Cash Equivalents 4,607,069 4,637,069
----------- ------------
COLLECTIVE FUNDS - FIXED INCOME:
124,785 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 2,919,856 3,839,635
31,869 U.S. Government Securities Fund for Employee Benefit Plans 4,714,041 6,013,680
----------- ------------
Total Collective Funds - Fixed Income 7,633,897 9,853,315
----------- ------------
Total Conservative Fund 12,542,372 14,767,602
----------- ------------
STOCK FUND
14,743 COLLECTIVE FUNDS - CASH EQUIVALENTS - Fifth Third Banksafe Trust 14,743 14,743
----------- ------------
61,361 COMMON STOCK - Fifth Third Bancorp 187,779 3,175,432
----------- ------------
Total Stock Fund 202,522 3,190,175
----------- ------------
QUALITY GROWTH FUND
57,182 MUTUAL FUNDS - Fountain Square Quality Growth Fund 567,116 563,817
----------- ------------
Total Quality Growth Fund 567,116 563,817
----------- ------------
MIDDLE CAPITALIZATION FUND
81,626 MUTUAL FUNDS - Fountain Square Middle Capitalization Fund 819,091 836,665
----------- ------------
Total Middle Capitalization Fund 819,091 836,665
----------- ------------
TOTAL $72,615,539 $108,384,081
=========== ============
</TABLE>
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<TABLE>
SUPPLEMENTAL
SCHEDULE VI
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
REPORTABLE TRANSACTIONS* - ITEM 27(D)
FOR THE YEAR ENDED DECEMBER 31, 1993
- -----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AGGREGATE AGGREGATE
PURCHASE SELLING COST OF AGGREGATE
DESCRIPTION OF ASSETS PRICE PRICE ASSETS SOLD GAIN/(LOSS)
<S> <C> <C> <C> <C>
Series of transactions:
Fifth Third Bank Common Stock Fund for Employee Benefit Plans $ 7,924,830
===========
Number of transactions 5
Fifth Third Banksafe Trust $9,851,321 $9,851,321
========== ==========
Number of transactions 28
The G.I.C. Fund For Employee Benefit Accounts $ 8,237,968
===========
Number of transactions 7
Single transactions within a series:
Fifth Third Banksafe Trust $6,961,566 $6,961,566
========== ==========
Number of transactions 1
<FN>
* A reportable transaction is any transaction during the plan year, with respect to any plan asset, involving an amount in excess
of 5% of the fair value of net plan assets at the beginning of the plan year. This schedule includes security transactions that
are a part of a series of transactions involving securities of the same issue during the plan year, where the aggregate amount
involved in the transactions exceeds 5% of the current value of net plan assets at the beginning of the plan year.
</TABLE>
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
dated September 20, 1994 of Fifth Third Bancorp on Form S-8 of our report
dated September 15, 1994 appearing in this Annual Report on Form 11-K of The
Fifth Third Bancorp Master Profit Sharing Plan for the year ended December
31, 1993.
/s/ DELOITTE & TOUCHE LLP
September 20, 1994
Cincinnati, Ohio
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