<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, 1995
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, 1995 was 66,909,173 shares.
<PAGE>
FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1995 and 1994 and December 31, 1994 3
Consolidated Statements of Income -
Three and Nine Months Ended September 30, 1995 and 1994 5
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1995 and 1994 7
Consolidated Statements of Changes in Stockholders'
Equity - Nine Months Ended September 30, 1995 and 1994 9
Notes to Consolidated Financial Statements 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II. Other Information
Item 6. Exhibits 14
<PAGE>
Fifth Third Bancorp and Subsidiaries Sept. 30, Dec. 31, Sept. 30,
Consolidated Balance Sheets 1995 1994 1994
($000's) (unaudited) (unaudited)
ASSETS ----------- ----------- -----------
Cash and Due from Banks $ 561,545 695,009 587,931
Securities Available for Sale (a) 2,069,427 1,129,492 1,091,937
Securities Held to Maturity (b) 2,561,074 2,507,543 2,253,727
Other Short-Term Investments 7,540 23,765 31,053
Loans and Leases
Commercial Loans 3,565,736 3,045,315 3,033,639
Construction Loans 300,251 286,088 290,218
Commercial Mortgage Loans 783,633 729,532 738,273
Commercial Lease Financing 706,533 569,539 471,735
Residential Mortgage Loans 2,291,925 2,346,931 2,259,846
Consumer Loans 2,882,738 2,407,261 2,370,818
Consumer Lease Financing 1,346,874 1,133,953 1,015,700
Unearned Income (285,336) (232,162) (198,954)
Reserve for Credit Losses (173,461) (155,918) (159,244)
----------- ----------- -----------
Total Loans and Leases 11,418,893 10,130,539 9,822,031
Bank Premises and Equipment 188,028 176,897 174,602
Accrued Income Receivable 142,204 114,039 99,513
Other Assets 204,158 179,725 209,759
----------- ----------- -----------
Total Assets $ 17,152,869 14,957,009 14,270,553
=========== =========== ===========
LIABILITIES
Deposits
Demand $ 1,681,755 1,679,625 1,555,687
Interest Checking 1,449,289 1,486,780 1,429,208
Savings 707,583 637,609 662,401
Money Market 1,895,524 1,688,147 1,663,990
Other Time 4,654,969 3,863,103 4,056,431
Certificates - $100,000 and Over 861,813 262,402 284,746
Foreign Office 470,919 1,013,212 974,092
----------- ----------- -----------
Total Deposits 11,721,852 10,630,878 10,626,555
Federal Funds Borrowed 991,916 716,312 339,232
Short-Term Bank Notes 875,000 844,995 740,000
Other Short-Term Borrowings 1,058,000 890,911 706,222
Accrued Taxes, Interest and Expenses 328,514 194,753 206,698
Other Liabilities 101,595 101,673 107,740
Long-Term Debt 286,908 35,409 40,408
Convertible Subordinated Notes 143,706 143,304 143,167
----------- ----------- -----------
Total Liabilities 15,507,491 13,558,235 12,910,022
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common Stock (c) 148,538 143,655 143,338
Capital Surplus 336,413 272,999 269,099
Retained Earnings 1,171,094 1,030,338 985,746
Unrealized Losses (10,667) (48,218) (37,652)
----------- ----------- -----------
Total Stockholders' Equity 1,645,378 1,398,774 1,360,531
Total Liabilities and ----------- ----------- -----------
Stockholders' Equity $ 17,152,869 14,957,009 14,270,553
=========== =========== ===========
See Notes to Consolidated Financial Statements
3
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets
(continued)
(a) Amortized cost: Sept. 30, 1995 - $2,086,838,000, Dec. 31, 1994 -
$1,203,677,000 and Sept. 30, 1994 - $1,149,863,000.
(b) Market value: Sept. 30, 1995 - $2,575,318,000, Dec. 31, 1994 -
$2,410,536,000 and Sept. 30, 1994 - $2,186,688,000.
(c) Stated value $2.22 per share; authorized 140,000,000; outstanding
Sept. 30, 1995 - 66,909,173, Dec. 31, 1994 - 64,709,304 and
Sept. 30, 1994 - 64,566,812.
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) -----------------------
1995 1994
----------- -----------
Interest and Fees on Loans and Leases $228,046 188,973
Interest on Securities
Taxable 68,411 43,747
Exempt from Income Taxes 5,941 4,050
----------- -----------
Total Interest on Securities 74,352 47,797
Interest on Other Short-Term Investments 343 141
----------- -----------
Total Interest Income 302,741 236,911
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 7,096 6,427
Savings 3,632 3,677
Money Market 15,971 10,444
Other Time 66,200 50,935
Certificates - $100,000 and Over 13,830 2,956
Foreign Office 7,577 7,094
----------- -----------
Total Interest on Deposits 114,306 81,533
Interest on Federal Funds Borrowed 14,618 6,755
Interest on Short-Term Bank Notes 14,536 8,017
Interest on Other Short-Term Borrowings 10,971 6,047
Interest on Long-Term Debt and Notes 5,461 3,387
----------- -----------
Total Interest Expense 159,892 105,739
----------- -----------
NET INTEREST INCOME 142,849 131,172
Provision for Credit Losses 10,698 7,263
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 132,151 123,909
OTHER OPERATING INCOME
Trust Income 15,619 13,848
Service Charges on Deposits 17,488 16,228
Data Processing Income 19,714 16,544
Other Service Charges and Fees 23,416 16,912
Securities Gains 4,081 --
----------- -----------
Total Other Operating Income 80,318 63,532
OPERATING EXPENSES
Salaries and Wages 39,156 37,615
Employee Benefits 10,440 9,743
Equipment Expenses 4,051 3,965
Net Occupancy Expenses 7,060 6,699
Other Operating Expenses 38,881 36,998
----------- -----------
Total Operating Expenses 99,588 95,020
----------- -----------
INCOME BEFORE INCOME TAXES 112,881 92,421
Applicable Income Taxes 37,692 29,577
----------- -----------
NET INCOME 75,189 62,844
=========== ===========
NET INCOME PER SHARE $ 1.13 .98
AVERAGE SHARES OUTSTANDING (000's) 66,453 64,523
CASH DIVIDENDS DECLARED PER SHARE $ .35 .31
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) -----------------------
1995 1994
----------- -----------
Interest and Fees on Loans and Leases $657,972 540,394
Interest on Securities
Taxable 183,663 121,502
Exempt from Income Taxes 17,227 11,292
----------- -----------
Total Interest on Securities 200,890 132,794
Interest on Other Short-Term Investments 987 374
----------- -----------
Total Interest Income 859,849 673,562
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 20,934 18,664
Savings 10,136 11,093
Money Market 44,709 28,021
Other Time 180,769 141,590
Certificates - $100,000 and Over 29,493 9,626
Foreign Office 40,414 12,781
----------- -----------
Total Interest on Deposits 326,455 221,775
Interest on Federal Funds Borrowed 40,121 24,977
Interest on Short-Term Bank Notes 41,887 12,344
Interest on Other Short-Term Borrowings 29,655 17,494
Interest on Long-Term Debt and Notes 9,487 10,655
----------- -----------
Total Interest Expense 447,605 287,245
----------- -----------
NET INTEREST INCOME 412,244 386,317
Provision for Credit Losses 28,479 26,401
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 383,765 359,916
OTHER OPERATING INCOME
Trust Income 45,649 41,777
Service Charges on Deposits 48,748 44,928
Data Processing Income 54,502 46,325
Other Service Charges and Fees 70,160 56,689
Securities Gains 4,110 303
----------- -----------
Total Other Operating Income 223,169 190,022
OPERATING EXPENSES
Salaries and Wages 113,666 108,069
Employee Benefits 30,847 28,149
Equipment Expenses 12,277 12,129
Net Occupancy Expenses 20,878 19,822
Other Operating Expenses 114,262 112,938
----------- -----------
Total Operating Expenses 291,930 281,107
----------- -----------
INCOME BEFORE INCOME TAXES 315,004 268,831
Applicable Income Taxes 105,183 89,025
----------- -----------
NET INCOME 209,821 179,806
=========== ===========
NET INCOME PER SHARE $ 3.20 2.80
AVERAGE SHARES OUTSTANDING (000's) 65,582 64,310
CASH DIVIDENDS DECLARED PER SHARE $ 1.05 .89
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)
1995 1994
- ---------------------------------------------------------------------------
Operating Activities
- ---------------------------------------------------------------------------
Net Income $209,821 179,806
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Provision for Credit Losses 28,479 26,401
Depreciation, Amortization and Accretion 19,391 23,574
Provision for Deferred Income Taxes 17,358 27,407
Realized Securities Gains (4,119) (555)
Realized Securities Losses 9 252
Proceeds from Sales of Residential Mortgage
Loans Held for Sale 203,272 582,311
Net Gains from Sales of Residential Mortgage
Loans Held for Sale (3,025) (9,723)
Net Increase in Residential Mortgage Loans
Held for Sale (275,132) (494,797)
Net Decrease (Increase) in Accrued Income
Receivable (24,633) 765
Net Decrease (Increase) in Other Assets 15,970 (34,328)
Net Increase in Accrued Taxes, Interest and
Expenses 94,146 14,186
Net Increase (Decrease) in Other Liabilities (9,946) 19,432
- ---------------------------------------------------------------------------
Net Cash Provided by Operating Activities 271,591 334,731
- ---------------------------------------------------------------------------
Investing Activities
Proceeds from Sales of Securities Available
for Sale 113,539 125,842
Proceeds from Calls, Paydowns and Maturities of
Securities Available for Sale 152,470 244,011
Purchases of Securities Available for Sale (460,025) (555,954)
Proceeds from Sales of Securities Held to Maturity -- 62,487
Proceeds from Calls, Paydowns and Maturities of
Securities Held to Maturity 415,922 430,331
Purchases of Securities Held to Maturity (445,958) (671,969)
Net Decrease (Increase) in
Other Short-Term Investments 37,948 (19,916)
Net Increase in Loans and Leases (1,335,794) (813,412)
Purchases of Bank Premises and Equipment (19,680) (20,251)
Proceeds from Disposal of Bank Premises
and Equipment 2,148 836
Net Cash Acquired in Purchase of Subsidiaries (30,313) (10,012)
- ---------------------------------------------------------------------------
Net Cash Used in Investing Activities (1,569,743)(1,228,007)
- ---------------------------------------------------------------------------
7
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Nine Months Ended September 30, ($000's)
(continued) 1995 1994
- ---------------------------------------------------------------------------
Financing Activities
Net Increase in Deposits 216,071 774,781
Purchase of Deposits 271,435 294,126
Net Increase (Decrease) in Federal Funds Borrowed 313,309 (692,332)
Net Increase in Short-Term Bank Notes 30,005 740,000
Net Increase in Other Short-Term Borrowings 146,105 44,748
Issuance of Long-Term Debt 266,556 --
Repayment of Long-Term Debt Assumed in Acquisition -- (2,402)
Repayment of Long-Term Debt (15,115) (225,110)
Payment of Cash Dividends (65,713) (52,346)
Exercise of Stock Options 2,170 4,804
Other (135) 46
- ---------------------------------------------------------------------------
Net Cash Provided by Financing Activities 1,164,688 886,315
- ---------------------------------------------------------------------------
Decrease in Cash and Due from Banks (133,464) (6,961)
Cash and Due from Banks at Beginning of Period 695,009 594,892
- ---------------------------------------------------------------------------
Cash and Due from Banks at End of Period $561,545 587,931
===========================================================================
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)
1995 1994
----------- -----------
Balance at January 1 $ 1,398,774 1,277,660
Net Income 209,821 179,806
Cash Dividends Declared:
Fifth Third Bancorp (1995 - $1.05 Per
Share and 1994 - $.89 Per Share) (69,071) (55,783)
Pooled Acquisition -- (1,063)
Stock Options Exercised,
Including Treasury Shares Issued 2,170 6,696
Shares Acquired for Treasury (70) (31)
Stock Issued in Acquisitions 66,203 3,323
Change in Unrealized Gains/Losses on
Securities Available for Sale 37,551 (50,077)
----------- -----------
Balance at September 30 $ 1,645,378 1,360,531
=========== ===========
See Notes to Consolidated Financial Statements
9
<PAGE>
FINANCIAL INFORMATION
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Financial information as of December 31, 1994 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, 1995 and 1994, and the
results of operations for the three and nine months ended
September 30, 1995 and 1994 and cash flows for the nine months
ended September 30, 1995 and 1994.
3. The results of operations and cash flows for the nine months ended
September 30, 1995 and 1994 are not necessarily indicative of the
results to be expected for the full year.
4. The Registrant adopted Statement of Financial Accounting Standards
(SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan,"
as amended by SFAS No. 118, "Accounting by Creditors for Impairment
of a Loan--Income Recognition and Disclosures," effective
January 1, 1995. These statements require that impaired loans be
measured based on the present value of expected future cash flows
discounted at the loans' effective interest rates or the fair value
of the underlying collateral, and specify alternative methods for
recognizing interest income on loans that are impaired or for which
there are credit concerns. The adoption of SFAS No. 114 and No.
118 did not have any effect on the total reserve for credit losses
or related provision.
5. The Registrant adopted SFAS No. 122, "Accounting for Mortgage
Servicing Rights," during the third quarter of 1995. This
statement requires an entity that sells or securitizes mortgage
loans with servicing rights retained to allocate the total cost of
the mortgage loans to the mortgage servicing rights and the loans
based on their relative fair values. Resulting capitalized
mortgage servicing rights must be assessed for impairment
periodically based on fair value, with any impairment recognized
through a valuation allowance. The effect of adoption of SFAS No.
122 was to increase gains on sales of mortgage loans by $2.5
million (pre-tax) during the third quarter of 1995.
6. Residential mortgage loans held for sale, which are valued at the
lower of aggregate cost or market value, were $24,659,000,
$4,168,000 and $28,864,000 at September 30, 1995, December 31, 1994
and September 30, 1994, respectively.
10
<PAGE>
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. In the first nine months of 1995, the Registrant paid $411,120,000
in interest and $52,000,000 in Federal income taxes. 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 1995 and 1994, respectively, the Registrant had noncash
investing activities consisting of the securitization of
$553,149,000 and $351,799,000 of residential mortgage loans.
8. On January 20, 1995, the Registrant acquired Mutual Federal Savings
Bank of Miamisburg (Ohio), A Stock Savings Bank, with $78 million
in assets. On July 21, 1995, the Registrant acquired Falls
Financial, Inc., with assets of $573 million. On September 8,
1995, the Registrant acquired the $49 million Bank of Naples. Each
of these transactions were stock-for-stock exchanges accounted for
as poolings of interests. The Consolidated Financial Statements
for prior periods have not been restated due to immateriality.
9. On June 23, 1995, the Registrant purchased the deposits and fixed
assets of the Banc One branch in Lebanon, Ohio. On September 22,
1995, the Registrant purchased loans, deposits and the fixed assets
of the seven branches of the Dayton, Ohio division of PNC Bank.
10. In September, 1995, the Registrant reached a definitive agreement
to acquire $1.4 billion in deposits and 28 Cleveland-area offices
from First Nationwide Bank. This acquisition is expected to close
in the first quarter of 1996, pending regulatory and shareholder
approvals.
11. 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 $75,189,000 for the third quarter of
1995, compared to $62,844,000 for the same period in 1994. Third
quarter earnings per share were $1.13, a 15.3% increase over last year's
$.98.
Total assets were $17.2 billion at quarter end, compared to 1994's third
quarter-end assets of $14.3 billion. For the third quarter of 1995,
return on average equity was 18.4% and return on average assets was
1.80%.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The Registrant's net interest income on a fully taxable equivalent basis
for the third quarter of 1995 was $151.2 million, a 9.7% increase over
the $137.7 million realized in the same period of 1994. This increase
resulted from an 18.6% increase in average interest-earning assets,
offset by a decrease of 31 basis points in the net interest margin.
Total loans and leases increased 16.1% over last year. Commercial loans
and leases were up 17.4%, led by commercial leases, up 49% and
commercial loans, up 17.3%. Retail loans and leases were up 15.2% since
September 30, 1994, led by consumer leases, up 32.2%, and installment
loans, up 21.7%. Since September 30, 1994, the Bancorp has sold or
securitized approximately $776 million in residential mortgage loans to
improve liquidity and limit interest rate risk. Originations during
that same period exceeded $802 million.
The provision for credit losses was $10.7 million in the third quarter
of 1995 and $7.3 million in the third quarter of 1994. The reserve for
credit losses as a percentage of loans and leases outstanding was 1.50%
at September 30, 1995 and 1.60% at September 30, 1994. Nonperforming
assets as a percentage of total loans, leases and other real estate
owned were .24% at September 30, 1995 and .31% at September 30, 1994.
Total other operating income, excluding securities gains, increased to
$76.2 million for the third quarter of 1995, a 20.0% increase over the
third quarter of 1994. This growth was led by a 38.5% increase in other
service charges and fees. Other service charges and fees for the
quarter included a gain of approximately $2.5 million from the adoption
of SFAS No. 122 and a gain of approximately $1 million on the sale of
other real estate owned. Data processing and trust income increased
19.2% and 12.8%, respectively, over the same period in 1994.
Total operating expenses increased 4.8% during the third quarter over
the similar period of 1994. Salaries, wages and employee benefits
increased 4.7% over 1994. The number of full-time equivalent employees
increased 4.4% (or 252) over the same period in 1994 to 5,920 at
September 30, 1995. Nearly all of the increase in full-time equivalent
employees is due to acquisitions. Equipment and net occupancy expenses
increased 4.2% over 1994 and other operating expenses increased 5.1%
over 1994. The overhead ratios (operating expenses divided by the sum of
fully taxable equivalent net interest income and other operating income)
were 43.0% and 47.2% for the third quarters of 1995 and 1994,
respectively.
The FDIC lowered the federal deposit insurance premium on most of the
Registrant's deposits from 23 cents to 4 cents per $100 of deposits in
September of 1995. However, Congress is currently considering a
special, one-time assessment on thrifts that could also apply to the
deposits that the Registrant has acquired from thrifts over the years.
If enacted in its present form, the assessment could result in a
one-time, pre-tax charge of up to $21 million in the fourth quarter of
1995, which could be offset by lower ongoing insurance costs in the
future.
12
<PAGE>
MATERIAL CHANGES IN FINANCIAL CONDITION
The material changes that have occurred in the Registrant's financial
condition during 1995 are as follows ($000's):
Sept. 30, Dec. 31,
1995 1994 $ +/- % +/-
---------------------------------------
Securities Available for Sale $ 2,069,427 1,129,492 939,935 83.2
Loans and Leases 11,592,354 10,286,457 1,305,897 12.7
Deposits 11,721,852 10,630,878 1,090,974 10.3
Long-Term Debt 286,908 35,409 251,499 710.3
The growth in securities available for sale was due primarily to the
securitization and transfer of $553 million in residential mortgage
loans. Loan and lease origination volume was strong, funded primarily
through core deposits, with approximately $875 million in deposits
acquired during 1995. Additional loan growth was funded through short-
term and long-term borrowings. During the third quarter of 1995, the
Registrant issued $250 million in 6.75% subordinated debt through its
lead bank in Cincinnati. This debt matures in 2005 and qualifies as
total risk-based capital for regulatory purposes.
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. Liquidity has also
been obtained through liabilities such as customer-related core
deposits, funds borrowed, certificates of deposit and public funds
deposits.
At September 30, 1995, stockholders' equity was $1.645 billion, compared
to $1.360 billion at September 30, 1994, an increase of $.285 billion,
or 20.9%. Stockholders' equity as a percentage of total assets as of
September 30, 1995 was 9.6%. The Federal Reserve Board has adopted
risk-based capital guidelines which assign risk weightings to assets and
off-balance sheet items and also define and set minimum capital
requirements (risk-based capital ratios). The guidelines also define
"well capitalized" ratios of Tier 1, total capital and leverage as 6%,
10% and 5%, respectively. At September 30, 1995, the Registrant had a
Tier 1 risk-based capital ratio of 11.0%, a total risk-based capital
ratio of 14.3% and a leverage ratio of 9.5%. At September 30, 1994, the
Registrant had a Tier 1 risk-based capital ratio of 11.6%, total risk-
based capital ratio of 13.6% and a leverage ratio of 9.5%. The
Registrant, as well as each of it's bank subsidiaries, had Tier 1, total
capital and leverage ratios above the well capitalized levels at
September 30, 1995.
13
<PAGE>
ITEM 6. EXHIBITS
1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share
for the Three and Nine Months Ended September 30, 1995 and 1994.
2. Exhibit No. 27 - Financial Data Schedule for the Nine Months Ended
September 30, 1995.
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 13, 1995 P. Michael Brumm,
Executive 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 September 30, Ended September 30,
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Income $ 75,189 62,844 $ 209,821 179,806
======== ======== ======== ========
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding 66,453 64,523 65,582 64,310
======== ======== ======== ========
Per share (net income divided by the weighted average
number of shares outstanding) $ 1.13 0.98 $ 3.20 2.80
======== ======== ======== ========
Net income per common and common equivalent share:
Net income $ 75,189 62,844 $ 209,821 179,806
Add - Interest on 4 1/4% convertible subordinated notes
due 1998, net of applicable income taxes 1,079 1,083 3,240 3,250
-------- -------- -------- --------
Adjusted net income $ 76,268 63,927 $ 213,061 183,056
======== ======== ======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 68,939 67,062 68,016 66,865
======== ======== ======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 1.11 0.96 $ 3.13 2.74
======== ======== ======== ========
Net income per common share - assuming full dilution:
Adjusted net income $ 76,268 63,927 $ 213,061 183,056
======== ======== ======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 68,967 67,063 68,108 66,872
======== ======== ======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 1.11 0.96 $ 3.13 2.74
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIFTH
THIRD BANCORP'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 561,545
<INT-BEARING-DEPOSITS> 1,310
<FED-FUNDS-SOLD> 6,230
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,069,427
<INVESTMENTS-CARRYING> 2,561,074
<INVESTMENTS-MARKET> 2,575,318
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<ALLOWANCE> 173,461
<TOTAL-ASSETS> 17,152,869
<DEPOSITS> 11,721,852
<SHORT-TERM> 2,924,916
<LIABILITIES-OTHER> 430,109
<LONG-TERM> 430,614
<COMMON> 148,538
0
0
<OTHER-SE> 1,496,840
<TOTAL-LIABILITIES-AND-EQUITY> 17,152,869
<INTEREST-LOAN> 657,972
<INTEREST-INVEST> 200,890
<INTEREST-OTHER> 987
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<INTEREST-DEPOSIT> 326,455
<INTEREST-EXPENSE> 447,605
<INTEREST-INCOME-NET> 412,244
<LOAN-LOSSES> 28,479
<SECURITIES-GAINS> 4,110
<EXPENSE-OTHER> 291,930
<INCOME-PRETAX> 315,004
<INCOME-PRE-EXTRAORDINARY> 209,821
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<CHANGES> 0
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<EPS-PRIMARY> 3.13
<EPS-DILUTED> 3.13
<YIELD-ACTUAL> 3.90
<LOANS-NON> 23,634
<LOANS-PAST> 20,485
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<CHARGE-OFFS> 28,072
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<ALLOWANCE-CLOSE> 173,461
<ALLOWANCE-DOMESTIC> 173,461
<ALLOWANCE-FOREIGN> 0
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</TABLE>
