<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1994
Commission File Number 0-8076
FIFTH THIRD BANCORP
(Exact name of Registrant as specified in its charter)
Ohio 31-0854434
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Fifth Third Center
Cincinnati, Ohio 45263
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513)579-5300
Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required
to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES /X/ NO / /
The number of shares outstanding of the Registrant's Common Stock,
without par value, as of September 30, 1994 was 64,566,812 shares.
<PAGE>
FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1994 and 1993 and December 31, 1993 3-4
Consolidated Statements of Income -
Three Months Ended September 30, 1994 and 1993 5
Consolidated Statements of Income -
Nine Months Ended September 30, 1994 and 1993 6
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1994 and 1993 7-8
Consolidated Statements of Changes in Stockholders'
Equity - Nine Months Ended September 30, 1994 and 1993 9
Notes to Consolidated Financial Statements 10-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-13
Part II. Other Information
Item 6. Exhibits 13
2
<PAGE>
Fifth Third Bancorp and Subsidiaries Sept. 30, Dec. 31, Sept. 30,
Consolidated Balance Sheets 1994 1993 1993
($000's) (unaudited) (unaudited)
ASSETS ----------- ----------- -----------
Cash and Due from Banks $ 587,931 594,892 511,368
Securities Available for Sale (a) 1,091,937 898,074 757,128
Securities Held to Maturity (b) 2,253,727 1,776,394 1,554,642
Other Short-Term Investments 31,053 4,603 68,578
Loans and Leases
Commercial Loans 3,033,639 2,685,558 2,694,373
Construction Loans 290,218 342,177 330,230
Commercial Mortgage Loans 738,273 703,282 642,382
Residential Mortgage Loans 471,735 350,306 328,625
Consumer Loans 2,259,846 2,731,214 2,713,821
Commercial Lease Financing 2,370,818 2,090,154 2,018,212
Consumer Lease Financing 1,015,700 819,925 757,367
Unearned Income (198,954) (155,718) (149,100)
Reserve for Credit Losses (159,244) (144,537) (141,473)
----------- ----------- -----------
Total Loans and Leases 9,822,031 9,422,361 9,194,437
Bank Premises and Equipment 174,602 163,990 152,277
Accrued Income Receivable 99,513 99,460 85,739
Other Assets 209,759 168,770 166,823
----------- ----------- -----------
Total Assets $ 14,270,553 13,128,544 12,490,992
=========== =========== ===========
LIABILITIES
Deposits
Demand $ 1,555,687 1,464,931 1,304,634
Interest Checking 1,429,208 1,479,119 1,338,663
Savings 662,401 711,863 669,290
Money Market 1,663,990 1,536,783 1,488,450
Other Time 4,056,431 3,809,437 3,491,602
Certificates - $100,000 and Over 284,746 305,530 330,824
Foreign Office 974,092 169,643 354,628
----------- ----------- -----------
Total Deposits 10,626,555 9,477,306 8,978,091
Federal Funds Borrowed 339,232 1,031,564 997,385
Short-Term Bank Notes 740,000 -- --
Other Short-Term Borrowings 706,222 660,180 674,978
Accrued Taxes, Interest and Expenses 206,698 191,417 177,911
Other Liabilities 107,740 82,553 78,817
Long-Term Debt 40,408 265,119 255,014
Convertible Subordinated Notes 143,167 142,745 142,601
----------- ----------- -----------
Total Liabilities 12,910,022 11,850,884 11,304,797
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common Stock (c) 143,338 142,300 139,183
Capital Surplus 269,099 260,150 221,187
Retained Earnings 985,746 862,785 825,825
Unrealized Gains/(Losses) (37,652) 12,425 --
----------- ----------- -----------
Total Stockholders' Equity 1,360,531 1,277,660 1,186,195
Total Liabilities and ----------- ----------- -----------
Stockholders' Equity $ 14,270,553 13,128,544 12,490,992
=========== =========== ===========
See Notes to Consolidated Financial Statements
3
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets
(continued)
(a) Amortized cost: Sept. 30, 1994 - $1,149,863,000 and Dec. 31, 1993 -
$878,963,000. Market value at Sept. 30, 1993 - $774,209,000.
(b) Securities Held to Maturity market values: Sept. 30, 1994 -
$2,186,688,000, Dec. 31, 1993 - $1,813,913,000 and
Sept. 30, 1993 - $1,586,174,000.
(c) Stated value $2.22 per share; authorized 100,000,000; outstanding
Sept. 30, 1994 - 64,566,812, Dec. 31, 1993 - 64,099,139 and
Sept. 30, 1993 - 62,695,063.
See Notes to Consolidated Financial Statements.
4
<PAGE>
Fifth Third Bancorp and Subsidiaries Three Months Ended
Consolidated Statements of Income (unaudited) September 30,
($000's) ----------- -----------
1994 1993
INTEREST INCOME ----------- -----------
Interest and Fees on Loans and Leases $188,973 169,381
Interest on Securities
Taxable 43,747 30,581
Exempt from Income Taxes 4,050 3,409
----------- -----------
Total Interest on Securities 47,797 33,990
Interest on Other Short-Term Investments 141 72
----------- -----------
Total Interest Income 236,911 203,443
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 6,427 7,169
Savings 3,677 4,164
Money Market 10,444 9,321
Other Time 50,935 42,959
Certificates - $100,000 and Over 2,956 3,780
Foreign Office 7,094 2,283
----------- -----------
Total Interest on Deposits 81,533 69,676
Interest on Federal Funds Borrowed 6,755 5,518
Interest on Short-Term Bank Notes 8,017 --
Interest on Other Short-Term Borrowings 6,047 5,897
Interest on Long-Term Debt and Notes 3,387 3,852
----------- -----------
Total Interest Expense 105,739 84,943
----------- -----------
NET INTEREST INCOME 131,172 118,500
Provision for Credit Losses 7,263 10,369
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 123,909 108,131
OTHER OPERATING INCOME
Trust Income 13,848 13,285
Service Charges on Deposits 16,297 14,946
Data Processing Income 16,544 13,263
Other Service Charges and Fees 16,843 15,432
Securities Gains -- 4,305
----------- -----------
Total Other Operating Income 63,532 61,231
OPERATING EXPENSES
Salaries and Wages 37,615 32,918
Employee Benefits 9,743 9,106
Equipment Expenses 3,965 3,966
Net Occupancy Expenses 6,699 7,069
Other Operating Expenses 36,998 34,512
----------- -----------
Total Operating Expenses 95,020 87,571
----------- -----------
INCOME BEFORE INCOME TAXES 92,421 81,791
Applicable Income Taxes 29,577 27,632
----------- -----------
NET INCOME $62,844 54,159
=========== ===========
NET INCOME PER SHARE $ .98 .86
AVERAGE SHARES OUTSTANDING (000's) 64,523 62,676
CASH DIVIDENDS DECLARED PER SHARE $ .31 .27
See Notes to Consolidated Financial Statements.
5
<PAGE>
Fifth Third Bancorp and Subsidiaries Nine Months Ended
Consolidated Statements of Income (unaudited) September 30,
($000's) ----------- -----------
1994 1993
INTEREST INCOME ----------- -----------
Interest and Fees on Loans and Leases $540,394 493,036
Interest on Securities
Taxable 121,502 104,245
Exempt from Income Taxes 11,292 8,966
----------- -----------
Total Interest on Securities 132,794 113,211
Interest on Other Short-Term Investments 374 246
----------- -----------
Total Interest Income 673,562 606,493
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 18,664 21,816
Savings 11,093 12,652
Money Market 28,021 28,955
Other Time 141,590 130,039
Certificates - $100,000 and Over 9,626 11,718
Foreign Office 12,781 5,306
----------- -----------
Total Interest on Deposits 221,775 210,486
Interest on Federal Funds Borrowed 24,977 12,433
Interest on Short-Term Bank Notes 12,344 --
Interest on Other Short-Term Borrowings 17,494 19,652
Interest on Long-Term Debt and Notes 10,655 12,018
----------- -----------
Total Interest Expense 287,245 254,589
----------- -----------
NET INTEREST INCOME 386,317 351,904
Provision for Credit Losses 26,401 40,219
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 359,916 311,685
OTHER OPERATING INCOME
Trust Income 41,777 40,106
Service Charges on Deposits 45,489 43,339
Data Processing Income 46,325 37,533
Other Service Charges and Fees 56,128 44,670
Securities Gains 303 5,822
----------- -----------
Total Other Operating Income 190,022 171,470
OPERATING EXPENSES
Salaries and Wages 108,069 95,578
Employee Benefits 28,149 27,680
Equipment Expenses 12,129 11,704
Net Occupancy Expenses 19,822 19,298
Other Operating Expenses 112,938 106,336
----------- -----------
Total Operating Expenses 281,107 260,596
----------- -----------
INCOME BEFORE INCOME TAXES 268,831 222,559
Applicable Income Taxes 89,025 70,392
----------- -----------
NET INCOME $179,806 152,167
=========== ===========
NET INCOME PER SHARE $ 2.80 2.43
AVERAGE SHARES OUTSTANDING (000's) 64,310 62,615
CASH DIVIDENDS DECLARED PER SHARE .89 .75
See Notes to Consolidated Financial Statements.
6
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Nine Months Ended September 30, ($000's)
1994 1993
- --------------------------------------------------------------------------
Operating Activities
- --------------------------------------------------------------------------
Net Income $179,806 152,167
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Provision for Credit Losses 26,401 40,219
Depreciation, Amortization and Accretion 23,574 23,675
Provision for Deferred Income Taxes 27,407 12,039
Realized Securities Gains (555) (7,434)
Realized Securities Losses 252 154
Proceeds from Sales of Residential Mortgage
Loans Held for Sale 582,311 517,401
Net Gains from Sales of Residential Mortgage
Loans Held for Sale (9,723) (9,081)
Net Increase in Residential Mortgage Loans
Held for Sale (494,797) (559,097)
Net Decrease (Increase) in Accrued Income
Receivable 765 (1,668)
Net Increase in Other Assets (34,328) 17,105
Net Increase in Accrued Taxes, Interest and
Expenses 14,186 45,049
Net Increase in Other Liabilities 19,432 (10,363)
- --------------------------------------------------------------------------
Net Cash Provided by Operating Activities 334,731 220,166
- --------------------------------------------------------------------------
Investing Activities
Proceeds from Sales of Securities Available
for Sale 125,842 268,396
Proceeds from Calls, Paydowns and Maturities of
Securities Available for Sale 244,011 136,848
Purchases of Securities Available for Sale (555,954) (188,716)
Proceeds from Sales of Securities Held to Maturity 62,487 --
Proceeds from Calls, Paydowns and Maturities of
Securities Held to Maturity 430,331 719,263
Purchases of Securities Held to Maturity (671,969) (776,231)
Net Increase in Other Short-Term Investments (19,916) (65,024)
Net Increase in Loans and Leases (813,412)(1,243,220)
Purchases of Bank Premises and Equipment (20,251) (33,471)
Proceeds from Disposal of Bank Premises
and Equipment 836 1,505
Net Cash Paid in Purchase of Subsidiaries (10,012) (5,768)
- --------------------------------------------------------------------------
Net Cash Used in Investing Activities (1,228,007)(1,186,418)
- --------------------------------------------------------------------------
7
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Nine Months Ended September 30, ($000's)
(continued) 1994 1993
- --------------------------------------------------------------------------
Financing Activities
Net Increase (Decrease) in Deposits 774,781 370,366
Purchases of Deposits 294,126 159,913
Net Increase (Decrease) in Federal Funds Borrowed (692,332) 530,496
Net Increase in Short-Term Bank Notes 740,000 --
Net Increase (Decrease) in Other
Short-Term Borrowings 44,748 (206,238)
Proceeds from Issuance of Long-Term Debt -- 170,000
Retirement of Long-Term Debt Assumed in Acquisition (2,402) --
Repayment of Long-Term Debt (225,110) (82,816)
Payment of Cash Dividends (52,346) (43,127)
Exercise of Stock Options 4,804 3,389
Other 46 (1,249)
- --------------------------------------------------------------------------
Net Cash Provided by Financing Activities 886,315 900,734
- --------------------------------------------------------------------------
Decrease in Cash and Due from Banks (6,961) (65,518)
Cash and Due from Banks at Beginning of Period 594,892 576,886
- --------------------------------------------------------------------------
Cash and Due from Banks at End of Period $587,931 511,368
==========================================================================
See Notes to Consolidated Financial Statements
8
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Changes
In Stockholders' Equity (unaudited)
For the Nine Months Ended September 30 ($000's)
1994 1993
----------- -----------
Balance at January 1:
As Originally Reported $ 1,197,646 1,005,165
Of Pooled Acquisition 80,014 71,689
----------- -----------
Balance at January 1, as Restated 1,277,660 1,076,854
Net Income 179,806 152,167
Cash Dividends Declared:
Fifth Third Bancorp (1994 - $.89 Per
Share and 1993 - $.75 Per Share) (55,783) (44,966)
Pooled Acquisition (1,063) (1,396)
Stock Options Exercised,
Including Treasury Shares Issued 4,804 3,389
Pre-Merger Transactions of Pooled Acquisition 1,109 147
Stock Issued in Acquisition 4,075 --
Change in Unrealized Gains/Losses on
Securities Available for Sale (50,077) --
----------- -----------
Balance at September 30 $ 1,360,531 1,186,195
=========== ===========
See Notes to Consolidated Financial Statements
9
<PAGE>
FINANCIAL INFORMATION
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Financial information for all prior periods has been restated for the
acquisition of The Cumberland Federal Bancorporation, Inc., which was
completed August 26th and accounted for as a pooling of interests.
Financial information as of December 31, 1993 has been derived from the
audited consolidated financial statements of the Registrant.
2. In the opinion of management, the unaudited consolidated financial
statements include all adjustments (which consist of only normal,
recurring accruals) necessary to present fairly the consolidated
financial position as of September 30, 1994 and 1993, and the results
of operations for the three and nine months ended September 30, 1994 and
1993 and cash flows for the nine months ended September 30, 1994 and
1993.
3. The results of operations and cash flows for the nine months ended
September 30, 1994 and 1993 are not necessarily indicative of the
results to be expected for the full year.
4. SFAS No. 114, "Accounting by Creditors for Impairment of a Loan"
requires that impaired loans be measured based on the present value of
expected future cash flows discounted at the loan's effective interest
rate or the fair value of the underlying collateral. SFAS No. 114 is
effective for fiscal years beginning after December 15, 1994 and,
although not yet quantified, the effect on the Consolidated Financial
Statements of the Registrant is not expected to be material.
5. To manage interest rate risk during the first quarter of 1994, the
Registrant sold $62,280,000 of GNMA Adjustable Rate Mortgage-backed
(ARM) securities, which were classified as held to maturity at December
31, 1993, at an immaterial gain. As a result of this sale, the
Registrant no longer holds any amount of this sector of securities, nor
are future purchases expected.
6. Residential mortgage loans held for sale, which are valued at the lower
of aggregate cost or market value, were $28,864,000, $179,389,000 and
$66,378,000 at September 30, 1994, December 31, 1993 and September 30,
1993, respectively.
7. In the first nine months of 1994, the Registrant paid $268,899,000 in
interest and $60,500,000 in Federal income taxes. In the first nine
months of 1993, the Registrant paid $242,883,000 in interest and
$56,400,000 in Federal income taxes. In the first nine months of 1994
and 1993, the Registrant had noncash investing activities consisting of
the securitization of $351,799,000 and $51,186,000 of residential
mortgage loans, respectively.
10
<PAGE>
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. On August 26, 1994, the Registrant completed the acquisition of The
Cumberland Federal Bancorporation, Inc. (The Cumberland). The merger
was effected through the issuance of 2,696,882 shares of the
Registrant's common stock and cash in lieu of fractional shares for all
of the common stock of The Cumberland. All financial information has
been restated to include the operations of The Cumberland as if the
transaction had been completed as of the beginning of the earliest
period reported. The contribution of The Cumberland to consolidated net
interest income, other operating income and net income for the periods
prior to the merger was as follows:
Six Months Three Months Nine Months
Ended Ended Ended
($000's) 6/30/94 9/30/93 9/30/93
---------- ------------ -----------
Fifth Third
Net interest income $236,186 109,491 324,533
Other operating income 116,930 59,095 168,732
Net income 112,175 51,580 144,124
The Cumberland
Net interest income $18,959 9,009 27,371
Other operating income 9,560 2,136 2,738
Net income 4,787 2,579 8,043
9. In May 1994, the Registrant reached a definitive agreement to acquire
Mutual Federal Savings Bank of Miamisburg, a Stock Savings Bank with
approximately $85 million in assets. This merger is expected to be
completed in the first quarter of 1995, pending regulatory and
shareholder approvals.
10. Certain prior year's data has been reclassified to conform to current
presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Registrant's financial condition and results
of operations during the periods included in the consolidated financial
statements which are a part of this filing.
RESULTS OF OPERATIONS
The Registrant's net income was $62,844,000 for the third quarter of 1994,
compared to $54,159,000 for the same period in 1993. Third quarter earnings
per share were $.98, a 14% increase over last year's $.86.
Total assets were $14.3 billion at quarter end, compared to 1993's third
quarter-end assets of $12.5 billion. For the third quarter of 1994, return
on average equity was 18.0% and return on average assets was 1.77%.
11
<PAGE>
RESULTS OF OPERATIONS (continued)
The Registrant's net interest income on a fully taxable equivalent basis for
the third quarter of 1994 was $137.7 million, an 11.4% increase over the
$123.6 million realized in the same period of 1993. This increase resulted
from a 16.5% increase in average interest earning assets and a decrease of 19
basis points in the net interest margin.
The provision for credit losses was $7.3 million in the third quarter of 1994
and $10.4 million in the third quarter of 1993. During 1994, The Cumberland
began to increase its reserve for credit losses for the possibility of more
aggressive post-merger workout and disposition plans to conform to the
Registrant's reserving practices. In September 1994, loans totalling $6.7
million were disposed of, resulting in a chargeoff of $1.2 million, and $3.8
million was provided for additional expected losses on the disposition of
certain letter of credit obligations. The portion of the total reserve for
credit losses on these letters of credit totalled $8.0 million and $2.7
million at September 30, 1994 and 1993, respectively. Disposal of these
letters of credit will return the reserve for credit losses to traditional
Registrant levels. The reserve for credit losses as a percentage of loans
and leases outstanding was 1.60% at September 30, 1994 and 1.52% at September
30, 1993. Under-performing assets (including loans and leases ninety days
past due) as a percent of total loans, leases and other real estate owned
were .41% at September 30, 1994 and .56% at September 30, 1993.
Total other operating income, excluding securities gains, increased to $63.5
million during the third quarter of 1994, an 11.6% increase over the third
quarter of 1993. This growth was led by a 24.7% increase in data processing
income compared to the same period in 1993. Combined trust income, service
charges on deposits and other service charges and fees increased 7.6% over
the same period in 1993. Gains on sales of residential mortgage loans,
included in other service charges and fees were $.2 million in the third
quarter of 1994 compared to $2.5 million in the same period of 1993.
Total operating expenses increased 8.5% during the third quarter over the
similar period of 1993. Salaries, wages and employee benefits increased
12.7% over 1993. The number of full-time equivalent employees increased 8.9%
(or 462) to 5,668 at September 30, 1994. Equipment and net occupancy
expenses decreased 3.4% over 1993, and other operating expenses increased
7.2% over 1993. The overhead ratio (operating expenses divided by the sum of
taxable equivalent net interest income and other operating income) was 47.2%
for the third quarter 1994 and 47.4% for the third quarter of 1993.
12
<PAGE>
MATERIAL CHANGES IN FINANCIAL CONDITION
The material changes that have occurred in the Registrant's financial
condition during 1994 are as follows ($000's):
Sept. 30, Dec. 31,
1994 1993 $ +/- % +/-
----------------------------------------
Securities Available for Sale $ 1,091,937 898,074 193,863 21.6
Securities Held to Maturity 2,253,727 1,776,394 477,333 26.9
Deposits 10,626,555 9,477,306 1,149,249 12.1
Federal Funds Borrowed 339,232 1,031,564 (692,332) (67.1)
Short-Term Bank Notes 740,000 -- 740,000 nm
Long-Term Debt 40,408 265,119 (224,711) (84.8)
The growth in securities available for sale and held to maturity has been
funded primarily through growth in total deposits, of which approximately
$374.6 million resulted from acquisitions. During the third quarter, a $1
billion short-term bank note facility was established. The notes are offered
with maturity dates of less than one year and are uninsured obligations of
two of the Registrant's subsidiary banks. Proceeds from bank notes were used
primarily to repay federal funds borrowed and long-term debt.
On May 20, 1994, the Registrant purchased $294.1 million in deposits as well
as the facilities of seven Equitable Savings Bank branches in southern and
central Ohio. On June 3, 1994, the Registrant acquired The National Bancorp
of Kentucky, Inc., a $90 million, two-bank holding company headquartered in
Louisville, Kentucky, in a transaction accounted for as a pooling of
interests. The Consolidated Financial Statements have not been restated for
this acquisition due to immateriality.
As noted previously, on August 26, 1994, the Registrant acquired The
Cumberland in a transaction accounted for as a pooling of interests.
Financial information for all prior periods has been restated for this
acquisition.
LIQUIDITY AND CAPITAL RESOURCES
The maintenance of an adequate level of liquidity is necessary to ensure that
sufficient funds are available to meet customers' loan demand and deposit
withdrawals. The banking subsidiaries' liquidity sources consist of short-
term marketable securities, maturing loans and federal funds loaned and
selected securitizable loan assets. During the third quarter of 1994,
approximately $324 million in residential mortgage loans were securitized
resulting in a transfer of the related balances from loans to securities.
Liquidity has also been obtained through liabilities such as customer-related
core deposits, funds borrowed, certificates of deposit and public funds
deposits.
13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (continued)
At September 30, 1994, stockholders' equity was $1.4 billion, compared to
$1.2 billion at September 30, 1993, an increase of $174.3 million, or 14.7%.
Stockholders' equity as a percentage of total assets as of September 30, 1994
was 9.5%. At September 30, 1994, the Registrant had a Tier 1 risk-based
capital ratio of 11.6%, a total risk-based capital ratio of 13.7% and a
leverage ratio of 9.6%. At September 30, 1993, the Registrant had a Tier 1
risk-based capital ratio of 11.0%, total risk-based capital ratio of 13.3%
and a leverage ratio of 9.3%.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
1. Form 8-K dated August 26, 1994 relating to the acquisition of The
Cumberland Federal Bancorporation, Inc. was previously filed and is
incorporated in this Form 10-Q by reference.
2. Exhibit No. 11 - Computation of Consolidated Net Income Per Share for
the Three and Nine Months Ended September 30, 1994 and 1993.
3. Exhibit No. 27 - Financial Data Schedule for the Nine Months Ended
September 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIFTH THIRD BANCORP
Registrant
/s/P. Michael Brumm
Date: November 3, 1994 P. Michael Brumm,
Senior Vice President and CFO
14
<PAGE><TABLE>
EXHIBIT 11
FIFTH THIRD BANCORP
COMPUTATION OF CONSOLIDATED NET INCOME PER SHARE
($000's except per share data)
<CAPTION>
For the Three Months For the Nine Months
Ended Sept. 30, Ended Sept. 30,
1994 1993 1994 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Income $ 62,844 54,159 $ 179,806 152,167
======== ======== ======== ========
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding 64,523 62,676 64,310 62,615
======== ======== ======== ========
Per share (net income divided by the weighted average
number of shares outstanding) $ 0.98 0.86 $ 2.80 2.43
======== ======== ======== ========
Net income per common and common equivalent share:
Net income $ 62,844 54,159 $ 179,806 152,167
Add - Interest on 4 1/4% convertible subordinated notes
due 1998, net of applicable income taxes 1,083 1,087 3,250 3,303
-------- -------- -------- --------
Adjusted net income $ 63,927 55,246 $ 183,056 155,470
======== ======== ======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 67,062 65,344 66,865 65,323
======== ======== ======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.96 0.85 $ 2.74 2.38
======== ======== ======== ========
Net income per common share - assuming full dilution:
Adjusted net income $ 63,927 55,246 $ 183,056 155,470
======== ======== ======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 67,063 65,344 66,872 65,323
======== ======== ======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.96 0.85 $ 2.74 2.38
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 587,931
<INT-BEARING-DEPOSITS> 1,065
<FED-FUNDS-SOLD> 29,988
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,091,937
<INVESTMENTS-CARRYING> 2,253,727
<INVESTMENTS-MARKET> 2,186,688
<LOANS> 9,981,275
<ALLOWANCE> 159,244
<TOTAL-ASSETS> 14,270,553
<DEPOSITS> 10,626,555
<SHORT-TERM> 1,785,454
<LIABILITIES-OTHER> 314,438
<LONG-TERM> 183,575
<COMMON> 143,388
0
0
<OTHER-SE> 1,217,193
<TOTAL-LIABILITIES-AND-EQUITY> 14,270,553
<INTEREST-LOAN> 540,394
<INTEREST-INVEST> 132,794
<INTEREST-OTHER> 374
<INTEREST-TOTAL> 673,562
<INTEREST-DEPOSIT> 221,775
<INTEREST-EXPENSE> 287,245
<INTEREST-INCOME-NET> 386,317
<LOAN-LOSSES> 26,401
<SECURITIES-GAINS> 303
<EXPENSE-OTHER> 281,107
<INCOME-PRETAX> 268,831
<INCOME-PRE-EXTRAORDINARY> 179,806
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 179,806
<EPS-PRIMARY> 2.74
<EPS-DILUTED> 2.74
<YIELD-ACTUAL> 7.20
<LOANS-NON> 16,919
<LOANS-PAST> 10,197
<LOANS-TROUBLED> 417
<LOANS-PROBLEM> 0<F1>
<ALLOWANCE-OPEN> 144,537
<CHARGE-OFFS> 23,530
<RECOVERIES> 10,961
<ALLOWANCE-CLOSE> 159,244
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 159,244
<FN>
<F1>In accordance with Article 10 of Regulation S-X, the tagged information is
not required for interim financial statements.
</FN>
</TABLE>
