<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 March 31, 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 March 31, 1995 was 65,200,241 shares.
<PAGE>
FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1995 and 1994 3
Consolidated Statements of Income -
Three Months Ended March 31, 1995 and 1994 5
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1994 6
Consolidated Statements of Changes in Stockholders'
Equity - Three Months Ended March 31, 1995 and 1994 8
Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
Part II. Other Information
Item 4. Submission of Matters to a Vote
of Security Holders 12
Item 6. Exhibits 13
2
<PAGE>
Fifth Third Bancorp and Subsidiaries March 31, Dec. 31, March 31,
Consolidated Balance Sheets 1995 1994 1994
($000's) (unaudited) (unaudited)
ASSETS ----------- ----------- -----------
Cash and Due from Banks $ 603,430 695,009 570,515
Securities Available for Sale (a) 1,216,986 1,129,492 1,177,952
Securities Held to Maturity (b) 2,592,523 2,507,543 1,792,150
Other Short-Term Investments 133,742 23,765 4,943
Loans and Leases
Commercial Loans 3,256,010 3,045,315 2,858,747
Construction Loans 296,538 286,088 331,181
Commercial Mortgage Loans 730,046 729,532 720,760
Commercial Lease Financing 582,666 569,539 385,566
Residential Mortgage Loans 2,462,574 2,346,931 2,568,273
Consumer Loans 2,423,900 2,407,261 2,140,155
Consumer Lease Financing 1,230,855 1,133,953 863,996
Unearned Income (253,974) (232,162) (167,392)
Reserve for Credit Losses (161,466) (155,918) (150,873)
----------- ----------- -----------
Total Loans and Leases 10,567,149 10,130,539 9,550,413
Bank Premises and Equipment 178,568 176,897 165,678
Accrued Income Receivable 118,739 114,039 90,629
Other Assets 192,643 179,725 201,450
----------- ----------- -----------
Total Assets $ 15,603,780 14,957,009 13,553,730
=========== =========== ===========
LIABILITIES
Deposits
Demand $ 1,398,857 1,679,625 1,419,787
Interest Checking 1,392,355 1,486,780 1,457,351
Savings 624,704 637,609 728,160
Money Market 1,705,697 1,688,147 1,572,300
Other Time 4,030,546 3,863,103 3,749,994
Certificates - $100,000 and Over 509,524 262,402 279,461
Foreign Office 1,482,552 1,013,212 257,088
----------- ----------- -----------
Total Deposits 11,144,235 10,630,878 9,464,141
Federal Funds Borrowed 728,215 716,312 1,488,900
Short-Term Bank Notes 955,000 844,995 --
Other Short-Term Borrowings 776,212 890,911 726,271
Accrued Taxes, Interest and Expenses 249,851 194,753 211,691
Other Liabilities 97,728 101,673 84,823
Long-Term Debt 30,410 35,409 140,242
Convertible Subordinated Notes 143,439 143,304 142,887
----------- ----------- -----------
Total Liabilities 14,125,090 13,558,235 12,258,955
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common Stock (c) 144,745 143,655 142,543
Capital Surplus 286,210 272,999 262,233
Retained Earnings 1,073,636 1,030,338 903,529
Unrealized Losses (25,901) (48,218) (13,530)
----------- ----------- -----------
Total Stockholders' Equity 1,478,690 1,398,774 1,294,775
Total Liabilities and ----------- ----------- -----------
Stockholders' Equity $ 15,603,780 14,957,009 13,553,730
=========== =========== ===========
See Notes to Consolidated Financial Statements
3
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets
(continued)
(a) Amortized cost: Mar. 31, 1995 - $1,256,834,000, Dec. 31, 1994 -
$1,203,677,000 and Mar. 31, 1994 - $1,198,766,000.
(b) Market value: Mar. 31, 1995 - $2,549,877,000, Dec. 31, 1994 -
$2,410,536,000 and Mar. 31, 1994 - $1,783,953,000.
(c) Stated value $2.22 per share; authorized 140,000,000; outstanding
Mar. 31, 1995 - 65,200,241, Dec. 31, 1994 - 64,709,304 and
Mar. 31, 1994 - 64,208,538.
See Notes to Consolidated Financial Statements.
4
<PAGE>
Fifth Third Bancorp and Subsidiaries Three Months Ended
Consolidated Statements of Income (unaudited) March 31,
($000's) ----------- -----------
1995 1994
INTEREST INCOME ----------- -----------
Interest and Fees on Loans and Leases $209,105 172,354
Interest on Securities
Taxable 54,082 37,658
Exempt from Income Taxes 5,521 3,465
----------- -----------
Total Interest on Securities 59,603 41,123
Interest on Other Short-Term Investments 444 109
----------- -----------
Total Interest Income 269,152 213,586
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 6,858 6,020
Savings 3,256 3,660
Money Market 13,655 8,310
Other Time 53,488 44,264
Certificates - $100,000 and Over 4,605 3,367
Foreign Office 17,869 2,648
----------- -----------
Total Interest on Deposits 99,731 68,269
Interest on Federal Funds Borrowed 12,446 8,826
Interest on Short-Term Bank Notes 12,208 --
Interest on Other Short-Term Borrowings 9,004 4,667
Interest on Long-Term Debt and Notes 2,038 4,025
----------- -----------
Total Interest Expense 135,427 85,787
----------- -----------
NET INTEREST INCOME 133,725 127,799
Provision for Credit Losses 9,574 11,296
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 124,151 116,503
OTHER OPERATING INCOME
Trust Income 14,533 14,043
Service Charges on Deposits 15,429 14,157
Data Processing Income 16,587 13,855
Other Service Charges and Fees 23,802 21,767
Securities Gains 9 299
----------- -----------
Total Other Operating Income 70,360 64,121
OPERATING EXPENSES
Salaries and Wages 37,262 35,082
Employee Benefits 10,264 9,909
Equipment Expenses 4,086 4,068
Net Occupancy Expenses 6,863 6,544
Other Operating Expenses 36,716 37,774
----------- -----------
Total Operating Expenses 95,191 93,377
----------- -----------
INCOME BEFORE INCOME TAXES 99,320 87,247
Applicable Income Taxes 33,202 29,366
----------- -----------
NET INCOME $66,118 57,881
=========== ===========
NET INCOME PER SHARE $ 1.02 .90
AVERAGE SHARES OUTSTANDING (000's) 65,074 64,182
CASH DIVIDENDS DECLARED PER SHARE $ .35 .27
See Notes to Consolidated Financial Statements.
5
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Three Months Ended March 31, ($000's)
1995 1994
- --------------------------------------------------------------------------
Operating Activities
- --------------------------------------------------------------------------
Net Income $66,118 57,881
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Provision for Credit Losses 9,574 11,296
Depreciation, Amortization and Accretion 3,699 11,550
Provision for Deferred Income Taxes 6,796 3,745
Realized Securities Gains (9) (551)
Realized Securities Losses -- 252
Proceeds from Sales of Residential Mortgage
Loans Held for Sale 15,256 356,174
Net Gains from Sales of Residential Mortgage
Loans Held for Sale (154) (6,639)
Net Increase in Residential Mortgage Loans
Held for Sale (15,331) (160,123)
Net Decrease (Increase) in Accrued Income
Receivable (4,116) 8,831
Net Increase in Other Assets (11,811) (36,899)
Net Increase in Accrued Taxes, Interest and
Expenses 35,073 30,499
Net Increase (Decrease) in Other Liabilities (7,272) 2,245
- --------------------------------------------------------------------------
Net Cash Provided by Operating Activities 97,823 278,261
- --------------------------------------------------------------------------
Investing Activities
Proceeds from Sales of Securities Available
for Sale 1,958 122,582
Proceeds from Calls, Paydowns and Maturities of
Securities Available for Sale 21,469 142,643
Purchases of Securities Available for Sale (60,738) (540,146)
Proceeds from Sales of Securities Held to Maturity -- 62,487
Proceeds from Calls, Paydowns and Maturities of
Securities Held to Maturity 94,907 158,193
Purchases of Securities Held to Maturity (161,524) (271,100)
Net Increase in Other Short-Term Investments (109,977) (1,581)
Net Increase in Loans and Leases (404,202) (340,815)
Purchases of Bank Premises and Equipment (6,521) (5,748)
Proceeds from Disposal of Bank Premises
and Equipment 759 371
Cash Acquired in Purchase of Subsidiary 587 --
- --------------------------------------------------------------------------
Net Cash Used in Investing Activities (623,282) (673,114)
- --------------------------------------------------------------------------
6
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Three Months Ended March 31, ($000's)
(continued) 1995 1994
- --------------------------------------------------------------------------
Financing Activities
Net Increase (Decrease) in Deposits 455,965 (13,165)
Net Increase in Federal Funds Borrowed 6,903 457,336
Net Increase in Short-Term Bank Notes 110,005 --
Net Increase (Decrease) in Other
Short-Term Borrowings (114,699) 66,091
Repayment of Long-Term Debt (5,000) (125,000)
Payment of Cash Dividends (20,060) (17,112)
Exercise of Stock Options 809 2,326
Other (43) --
- --------------------------------------------------------------------------
Net Cash Provided by Financing Activities 433,880 370,476
- --------------------------------------------------------------------------
Decrease in Cash and Due from Banks (91,579) (24,377)
Cash and Due from Banks at Beginning of Period 695,009 594,892
- --------------------------------------------------------------------------
Cash and Due from Banks at End of Period $603,430 570,515
==========================================================================
See Notes to Consolidated Financial Statements
7
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Changes
In Stockholders' Equity (unaudited)
For the Three Months Ended March 31 ($000's)
1995 1994
----------- -----------
Balance at January 1 $ 1,398,774 1,277,660
Net Income 66,118 57,881
Cash Dividends Declared:
Fifth Third Bancorp (1995 - $.35 Per
Share and 1994 - $.27 Per Share) (22,820) (16,608)
Pooled Acquisition -- (529)
Stock Options Exercised,
Including Treasury Shares Issued 809 2,326
Shares Acquired for Treasury (43) --
Stock Issued in Acquisition 13,535 --
Change in Unrealized Gains/Losses on
Securities Available for Sale 22,317 (25,955)
----------- -----------
Balance at March 31 $ 1,478,690 1,294,775
=========== ===========
See Notes to Consolidated Financial Statements
8
<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 26, 1994 and accounted for as a pooling
of interests. 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 March 31, 1995 and 1994, and the results
of operations and cash flows for the three months ended March 31,
1995 and 1994.
3. The results of operations and cash flows for the three months ended
March 31, 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. The recorded
investment in loans considered impaired under these statements does not
differ significantly from the amount of nonperforming loans and leases
disclosed in the following table. The portion of the total reserve for
credit losses allocated to impaired loans is $9,174,000 at March 31, 1995.
Under-performing assets at March 31 were as follows:
Under-Performing Assets ($000's)
----------------------------------------------------------------
March 31 1995 1994
----------------------------------------------------------------
Nonaccrual Loans and Leases $24,004 19,353
Renegotiated Loans and Leases 409 2,394
Other Real Estate Owned 4,861 17,681
---------------------
Total Nonperforming Assets 29,274 39,428
Ninety Days Past Due Loans and Leases 12,991 7,546
---------------------
Total Under-Performing Assets $42,265 46,974
----------------------------------------------------------------
Nonperforming Assets as a Percentage of
Total Loans, Leases and Other
Real Estate Owned .27% .41
Under-Performing Assets as a Percentage
of Total Loans, Leases and Other
Real Estate Owned .39% .48
----------------------------------------------------------------
9
<PAGE>
Item 1. Notes to Consolidated Financial Statements (cont.)
A summary of the activity in the reserve for credit losses follows:
Reserve for Credit Losses ($000's)
----------------------------------------------------------------
1995 1994
----------------------------------------------------------------
Balance at January 1 $155,918 144,537
Provision for Credit Losses 9,574 11,296
Losses Charged Off (7,664) (7,895)
Recoveries of Losses Previously Charged Off 3,021 2,935
Reserve of Acquired Bank 617 --
----------------------------------------------------------------
Balance at March 31 $161,466 150,873
----------------------------------------------------------------
5. Residential mortgage loans held for sale, which are valued at the
lower of aggregate cost or market value, were $4,397,000,
$4,168,000 and $79,072,000 at March 31, 1995, December 31, 1994 and
March 31, 1994, respectively.
6. In the first three months of 1995, the Registrant paid $137,759,000
in interest and no Federal income taxes. In the first three months
of 1994, the Registrant paid $80,213,000 in interest and no Federal
income taxes. There were no securitizations of residential
mortgage loans during the first three months of 1995. In the first
three months of 1994, the Registrant had noncash investing
activities consisting of the securitization of $12,055,000 of
residential mortgage loans.
7. On January 20, 1995, the Registrant acquired Mutual Federal Savings
Bank of Miamisburg (Ohio), A Stock Savings Bank, in a transaction
accounted for as a pooling of interests. The Consolidated
Financial Statements have not been restated for this acquisition
due to immateriality.
8. 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 $66,118,000 for the first quarter of
1995, compared to $57,881,000 for the same period in 1994. First
quarter earnings per share were $1.02, a 13.3% increase over last year's
$.90.
Total assets were $15.6 billion at quarter end, compared to 1994's first
quarter-end assets of $13.6 billion. For the first quarter of 1995,
return on average equity was 18% and return on average assets was 1.77%.
10
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (cont.)
The Registrant's net interest income on a fully taxable equivalent basis
for the first quarter of 1995 was $141.3 million, a 6.1% increase over
the $133.3 million realized in the same period of 1994. This increase
resulted from a 14.8% increase in average interest earning assets and a
decrease of 33 basis points in the net interest margin.
The provision for credit losses was $9.6 million in the first quarter of
1995 and $11.3 million in the first quarter of 1994. The decrease in
the provision was due in part to large provisions made in the first
quarter of 1994 in connection with the Cumberland Federal acquisition.
The reserve for credit losses as a percentage of loans and leases
outstanding was 1.51% at March 31, 1995 and 1.56% at March 31, 1994.
Under-performing assets (including loans and leases ninety days past
due) as a percentage of total loans, leases and other real estate owned
were .39% at March 31, 1995 and .48% at March 31, 1994.
Total other operating income, excluding securities gains, increased to
$70.3 million during the first quarter of 1995, a 10.2% increase over
the first quarter of 1994. This growth was led by a 19.7% increase in
data processing income compared to the same period in 1994. Service
charges on deposits increased 9.0% over the same period in 1994, aided
by an 18% increase in total deposits.
Total operating expenses increased 1.9% during the first quarter over
the similar period of 1994. Salaries, wages and employee benefits
increased 5.6% over 1994. The number of full-time equivalent employees
increased 1.5% (or 81) to 5,629 at March 31, 1995. The overhead ratio
(operating expenses divided by the sum of fully taxable equivalent net
interest income and other operating income) was 45.0% for the first
quarter 1995 and 47.3% for the first quarter of 1994.
Material Changes in Financial Condition
The material changes that have occurred in the Registrant's financial
condition during the first three months of 1995 are as follows ($000's):
Mar. 31, Dec. 31,
1995 1994 $ +/- % +/-
----------------------------------------
Loans and Leases $10,728,615 10,286,457 442,158 4.3
Deposits 11,144,235 10,630,878 513,357 4.8
Short-Term Bank Notes 955,000 844,995 110,005 13.0
Other Short-Term Borrowings 776,212 890,911 (114,699) (12.9)
The growth in total loans and leases has been funded primarily through
growth in total deposits. Short-term bank notes have replaced certain
other types of short-term borrowings.
11
<PAGE>
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 March 31, 1995, stockholders' equity was $1.479 billion, compared to
$1.295 billion at March 31, 1994, an increase of $.184 billion, or
14.2%. Stockholders' equity as a percentage of total assets as of
March 31, 1995 was 9.5%. At March 31, 1995, the Registrant had a Tier 1
risk-based capital ratio of 11.1%, a total risk-based capital ratio of
12.8% and a leverage ratio of 9.6%. At March 31, 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%.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
On March 21, 1995, the Registrant held its Annual Meeting of
Stockholders for which the Board of Directors solicited proxies. At the
Annual Meeting, the stockholders adopted all the proposals stated in the
Proxy Statement dated February 10, 1995, which is incorporated herein by
reference. The proposals voted on and approved by the stockholders are
as follows:
1. The election of five (5) Class III Directors to serve until the
Annual Meeting of Stockholders in 1998.
2. Approval of the proposal to amend Article Fourth of the Amended
Articles of Incorporation to increase the authorized number of
shares of Common Stock, without par value, from 100,000,000 shares
to 140,000,000 shares by a vote of 53,720,081 for, 1,685,675
against and 351,276 abstaining.
3. Approval of the proposal to amend the Amended 1990 Stock Option
Plan which provides that the aggregate number of shares of Common
Stock which may be issued under the Plan shall be increased by
1,000,000 shares by a vote of 53,239,487 for, 2,028,749 against and
579,445 abstaining.
4. Approval of the appointment of the firm of Deloitte & Touche LLP to
serve as independent auditors for the Registrant for the year 1995
by a vote of 55,122,706 for, 514,461 against and 210,177
abstaining.
12
<PAGE>
Item 6. Exhibits
1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share
for the Three Months Ended March 31, 1995 and 1994.
2. Exhibit No. 27 - Financial Data Schedule for the Three Months Ended
March 31, 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: May 12, 1995 P. Michael Brumm,
Senior Vice President and CFO
13
<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
Ended March 31,
1995 1994
------ ------
<S> <C> <C>
Net Income $ 66,118 57,881
======== ========
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding 65,074 64,182
======== ========
Per share (net income divided by the weighted average
number of shares outstanding) $ 1.02 0.90
======== ========
Net income per common and common equivalent share:
Net income $ 66,118 57,881
Add - Interest on 4 1/4% convertible subordinated notes
due 1998, net of applicable income taxes 1,081 1,083
-------- --------
Adjusted net income $ 67,199 58,964
======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 67,503 66,740
======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 1.00 0.88
======== ========
Net income per common share - assuming full dilution:
Adjusted net income $ 67,199 58,964
======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 67,509 66,740
======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 1.00 0.88
======== ========
</TABLE>
<TABLE> <S> <C>
<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 MARCH 31,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 603,430
<INT-BEARING-DEPOSITS> 1,345
<FED-FUNDS-SOLD> 132,397
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,216,986
<INVESTMENTS-CARRYING> 2,592,523
<INVESTMENTS-MARKET> 2,549,877
<LOANS> 10,728,615
<ALLOWANCE> 161,466
<TOTAL-ASSETS> 15,603,780
<DEPOSITS> 11,144,235
<SHORT-TERM> 2,459,427
<LIABILITIES-OTHER> 347,579
<LONG-TERM> 173,849
<COMMON> 144,745
0
0
<OTHER-SE> 1,333,945
<TOTAL-LIABILITIES-AND-EQUITY> 15,603,780
<INTEREST-LOAN> 209,105
<INTEREST-INVEST> 59,603
<INTEREST-OTHER> 444
<INTEREST-TOTAL> 269,152
<INTEREST-DEPOSIT> 99,731
<INTEREST-EXPENSE> 135,427
<INTEREST-INCOME-NET> 133,725
<LOAN-LOSSES> 9,574
<SECURITIES-GAINS> 9
<EXPENSE-OTHER> 95,191
<INCOME-PRETAX> 99,320
<INCOME-PRE-EXTRAORDINARY> 66,118
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 66,118
<EPS-PRIMARY> 1.00
<EPS-DILUTED> 1.00
<YIELD-ACTUAL> 4.01
<LOANS-NON> 24,004
<LOANS-PAST> 12,991
<LOANS-TROUBLED> 409
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 155,918
<CHARGE-OFFS> 7,664
<RECOVERIES> 3,021
<ALLOWANCE-CLOSE> 161,466
<ALLOWANCE-DOMESTIC> 161,466
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
