<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
-----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from_________________to_________________
Commission file number 000-08076
---------------------
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
38 Fountain Square Plaza, Cincinnati, Ohio 45263
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
FIFTH THIRD BANCORP
38 Fountain Square Plaza, Cincinnati, Ohio 45263
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits and financial statements are filed as part of
this annual report:
Exhibit 23 Independent Auditors' Consent
Exhibit 99 Financial Statements and
Supplemental Schedules of The Fifth
Third Bancorp Master Profit Sharing
Plan for the years ended December
31, 1994 and 1993
SIGNATURES
The Plan. 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 on its behalf by the undersigned hereunto duly
authorized.
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
/s/ Michael K. Keating
Date: June 26, 1995 By:__________________________
Michael K. Keating
Member, Pension and Profit
Sharing Committee
<PAGE> 1
EXHIBIT 23
DELOITTE & TOUCHE LLP
250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-55553 of the Fifth Third Bancorp on Form S-8 of our report dated June 16,
1995, appearing in this Annual Report on Form 11-K of the Fifth Third Bancorp
Master Profit Sharing Plan for the year ended December 31, 1994.
/s/Deloitte & Touche LLP
Cincinnati, Ohio
June 26, 1995
<PAGE> 1
Exhibit 99
Deloitte &
Touche LLP
- --------------------------------------------------------------------------------
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
Financial Statements and Supplemental Schedules
for the Years Ended December 31, 1994 and 1993
and Independent Auditors' Report for Inclusion In the
Annual Report (Form 5500) to the Internal Revenue
Service
- --------------------------------------------------------------------------------
<PAGE> 2
<TABLE>
INDEX TO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
--------------------------------------------------------------------------------------------
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 2
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 1994 and 1993 3
Notes to Financial Statements 4
Schedule
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment - Item 27(a) as of December 31, 1994 I
Reportable Transactions - Item 27(d) for the Year Ended December 31, 1994 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
</TABLE>
<PAGE> 3
Deloitte &
Touche LLP
250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
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, 1994 and 1993, 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 resonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1994 and 1993, 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 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 1994 financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
1994 financial statements taken as whole.
/s/ Deloitte & Touche LLP
June 16, 1995
<PAGE> 4
<TABLE>
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1994 AND 1993
- -------------------------------------------------------------------------------
<CAPTION>
1994 1993
<S> <C> <C>
INVESTMENTS, At fair value (Notes 2,3,4):
Common stock of Fifth Third Bancorp $ 7,723,296 $ 3,175,432
Bonds 307,218
Collective Funds:
Cash equivalents 8,159,281 8,942,198
Fixed income 33,909,955 32,497,570
Equity 54,265,016 62,061,181
Mutual Funds 11,350,815 1,400,482
------------- -------------
Total investments 115,408,363 108,384,081
ACCRUED INVESTMENT INCOME 54,265 31,480
CONTRIBUTIONS RECEIVABLE FROM
SUBSIDIARIES OF FIFTH THIRD BANCORP 4,938,242 12,152,768
CONTRIBUTIONS RECEIVABLE FROM PARTICIPANTS 126,168 98,411
CASH 8,597,813 88,930
------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS (Note 1) $ 129,124,851 $ 120,755,670
------------- --------------
<FN>
See notes to financial statements.
</TABLE>
-2-
<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, 1994 AND 1993
- -------------------------------------------------------------------------------------------------
<CAPTION>
1994 1993
<S> <C> <C>
INCOME FROM INVESTMENTS:
Interest $ 565,267 $ 433,749
Dividends 171,567 73,321
Net appreciation (depreciation) in fair value of
investments (Note 3) (586,976) 3,136,000
------------ ------------
Total income from investments 149,858 3,643,070
------------ ------------
CONTRIBUTIONS FROM SUBSIDIARIES OF FIFTH THIRD
BANCORP (Net of participants' elective cash payments
of $2,600,925 in 1994 and $2,653,124 in 1993) (Note 1) 13,323,242 12,153,627
CONTRIBUTIONS FROM PARTICIPANTS (Note 1) 3,367,871 2,993,135
------------ ------------
Total 16,691,113 15,146,762
------------ ------------
BENEFITS PAID TO PARTICIPANTS (Note 1) (8,461,198) (6,200,220)
OTHER DISBURSEMENTS (10,592) (13,331)
------------ ------------
Total (8,471,790) (6,213,551)
------------ ------------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 8,369,181 12,576,281
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 120,755,670 108,179,389
------------ ------------
End of year $129,124,851 $120,755,670
============ ============
<FN>
See notes to financial statements.
</TABLE>
-3-
<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, 1992 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 and
Investment 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 $2,600,925 and $2,653,124 for
the years ended December 31, 1994 and 1993, 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.
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
-4-
<PAGE> 7
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, consisting 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, 1994 and 1993 were $342,263 and $930,926, respectively.
TAX STATUS - The Internal Revenue 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, mutual funds and other fixed income securities. The
Plan was amended in 1994 to allow the common stock of Fifth Third Bancorp as
an investment option within the Regular Fund for all participants. 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. In 1993, two new funds were established, the Fountain
Square Quality Growth Fund and the Fountain Square Mid Cap Fund. In 1994, the
Fountain Square International Equity Fund was established. The addition of
these funds was made to allow Bancorp employees to choose from five investment
options, (Regular, Conservative, Quality Growth, Mid Cap and International
Equity). The Quality Growth, Mid-Cap and International Equity funds contain
mutual funds.
-5-
<PAGE> 8
<TABLE>
<CAPTION>
The following summarizes the activity and balances of the Plan's six funds:
Regular Conservative Stock Quality Mid Cap International
Fund Fund Fund Growth Fund Fund Equity Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits at
December 31, 1992 $ 90,158,447 $14,662,098 $ 3,358,844 $ 108,179,389
Income from investments 2,853,005 841,257 (77,278) $ 2,603 $ 23,483 3,643,070
Contributions 13,899,907 599,231 26,511 334,252 286,861 15,146,762
Benefits paid to
participants and
other disbursements (4,822,337) (1,197,915) (100,593) (30,841) (61,865) (6,213,551)
Interfund transfers (934,163) 914,689 42,412 (22,938)
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net assets available
for benefits at
December 31, 1993 101,154,859 15,819,360 3,207,484 348,426 225,541 120,755,670
Income from investments 114,725 194,393 (181,903) 6,353 25,283 $ (8,993) 149,858
Contributions 15,111,411 704,100 53,296 290,084 444,721 87,501 16,691,113
Benefits paid to
participants and other
disbursements (6,573,676) (1,446,132) (298,986) (50,301) (99,065) (3,630) (8,471,790)
Interfund transfers (2,386,436) 193,280 371,779 438,148 894,228 489,001
------------ ----------- ---------- ---------- ---------- ---------- -----------
Net assets available
for benefits at
December 31, 1994 $107,420,883 $15,465,001 $3,151,670 $1,032,710 $1,490,708 $ 563,879 $129,124,851
============ =========== ========== ========== ========== ========== ============
</TABLE>
-6-
<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 - Quoted market prices are used to value equity
securities and mutual funds. The fair values of bonds are 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.
3. INVESTMENTS
<TABLE>
<CAPTION>
Investments representing more than five percent of net assets at December 31, 1994 and 1993 are as follows:
Fair Value
------------------------------
1994 1993
<S> <C> <C>
Fifth Third Bank Common Stock Fund for Employee
Benefit Plans $40,116,407 $49,210,560
Fifth Third Bank Fixed Income Fund for Employee
Benefit Plans 22,911,549 21,947,164
Fifth Third Bank Middle Capitalization Fund for
Employee Benefit Plans 14,148,609 12,850,621
U. S. Government Securities Fund for Employee Benefit Plans 10,998,406 10,550,586
Fountain Square International Equity Fund 9,067,473
Fifth Third Bancorp common stock 7,723,296
G.I.C. Investment Fund for Employee Benefit Plans 7,601,056 7,354,056
</TABLE>
<TABLE>
The following table represents the net appreciation (depreciation) in fair value of investments for the
Plan for the years ended December 31:
<CAPTION>
1994 1993
<S> <C> <C>
Net appreciation (depreciation) in fair value of investments:
Common stock of Fifth Third Bancorp $ (449,087) $ (140,796)
Bonds (7,218) (28,768)
Collective funds - fixed income and equity 191,207 3,291,850
Mutual funds (321,878) 13,714
----------- ----------
Total $ (586,976) $3,136,000
=========== ==========
</TABLE>
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, 1994 and 1993, the Plan held 160,902 and 61,361 shares of Fifth
Third Bancorp common stock, respectively, with fair values of $7,723,296 and
$3,175,432, respectively (see Note 1).
* * * * * *
-7-
<PAGE> 10
<TABLE>
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN SUPPLEMENTAL
ASSETS HELD FOR INVESTMENT - ITEM 27(a) SCHEDULE I
AS DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NO. OF ASSET DESCRIPTION COST CURRENT
SHARES MARKET
<S> REGULAR FUND <C> <C>
COLLECTIVE FUNDS - CASH EQUIVALENTS:
314,934 Fifth Third Banksafe Trust $ 314,934 $ 314,934
3,633,906 GIC Fund for Employee Benefit Plans 3,633,906 3,633,906
------------- -------------
Total Collective Funds -
Cash Equivalents 3,948,840 3,948,840
------------- -------------
COLLECTIVE FUNDS - FIXED INCOME:
608,608 Fifth Third Bank Fixed Income Fund for
Employee Benefit Plans 11,404,283 18,130,433
24,140 U.S. Government Securities Fund for
Employee Benefit Plans 3,695,821 4,617,016
------------- -------------
Total Collective Funds -
Fixed Income 15,100,104 22,747,449
------------- -------------
COLLECTIVE FUNDS - EQUITY:
393,491 Fifth Third Bank Common Stock Fund
for Employee Benefit Plans 26,784,541 40,116,407
386,152 Fifth Third Bank Middle Capitalization
Fund for Employee Benefit Plans 8,174,673 14,148,609
------------- -------------
Total Collective Funds - Equity 34,959,214 54,265,016
------------- -------------
96,600 COMMON STOCK - Fifth Third Bancorp 4,830,966 4,636,800
------------- -------------
911,833 MUTUAL FUNDS - Fountain Square International
Equity Fund 8,890,000 8,562,113
------------- -------------
Total Regular Fund 67,729,124 94,160,218
------------- -------------
</TABLE>
<PAGE> 11
<TABLE>
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN SUPPLEMENTAL
SCHEDULE I
ASSETS HELD FOR INVESTMENT - ITEM 27(a)
AS OF DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
<S> <C> <C> <C>
CONSERVATIVE FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
206,623 Fifth Third Banksafe Trust $ 206,623 $ 206,623
3,967,150 G.I.C. Fund for Employee
Benefit Plans 3,967,150 3,967,150
--------------- ---------------
Total Collective Funds - Cash Equivalents 4,173,773 4,173,773
--------------- ---------------
COLLECTIVE FUNDS - FIXED INCOME:
160,494 Fifth Third Bank Fixed Income Fund for Employee
Benefit Plans 4,059,850 4,781,116
33,365 U.S. Government Securities Fund for Employee Benefit
Plans 5,153,271 6,381,390
--------------- ---------------
Total Collective Funds - Fixed Income 9,213,121 11,162,506
--------------- ---------------
Total Conservative Fund 13,386,894 15,336,279
--------------- ---------------
STOCK FUND
36,668 COLLECTIVE FUNDS - CASH EQUIVALENTS -
Fifth Third Banksafe Trust 36,668 36,668
64,302 COMMON STOCK - Fifth Third Bancorp 591,545 3,086,496
--------------- ---------------
Total Stock Fund 628,213 3,123,164
--------------- ---------------
QUALITY GROWTH FUND
99,756 MUTUAL FUNDS - Fountain Square Quality Growth Fund 975,296 970,624
--------------- ---------------
Total Quality Growth Fund 975,296 970,624
--------------- ---------------
MIDDLE CAPITALIZATION FUND
126,833 MUTUAL FUNDS - Fountain Square Middle Capitalization
Fund 1,277,619 1,312,718
--------------- ---------------
Total Middle Capitalization Fund 1,277,619 1,312,718
--------------- ---------------
INTERNATIONAL EQUITY FUND
53,819 MUTUAL FUNDS - Fountain Square International
Equity Fund 514,353 505,360
--------------- ---------------
Total International Equity Fund 514,353 505,360
--------------- ---------------
TOTAL $84,511,499 $115,408,363
================ ================
</TABLE>
<PAGE> 12
<TABLE>
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN SUPPLEMENTAL
SCHEDULE VI
REPORTABLE TRANSACTIONS* - ITEM 27(d)
FOR THE YEAR ENDED DECEMBER 31, 1994
- ------------------------------------------------------------------------------------------------------------------------------------
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 Banksafe Trust $10,307,931 $11,337,848 $11,337,848
Number of transactions 16 20
Fountain Square International Equity Fund 9,404,353
Number of transactions 11
Fifth Third Bank Common Stock Fund for Employee
Benefit Plans 11,180,431 11,179,063 $ (1,368)
Number of transactions 9
SINGLE TRANSACTION WITHIN A SERIES:
Fifth Third Banksafe Trust 7,575,575 7,503,601 7,503,601
Number of transactions 1 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 begining 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 the net plan assets at the beginning of the plan year.
</TABLE>
