<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, 1996
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, 1996 was 102,292,666 shares.
<PAGE>
FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 1996 and 1995 and December 31, 1995
Consolidated Statements of Income -
Three Months Ended March 31, 1996 and 1995
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1996 and 1995
Consolidated Statements of Changes in Stockholders'
Equity - Three Months Ended March 31, 1996 and 1995
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Part II. Other Information
Item 4. Submission of Matters to a Vote
of Security Holders
Item 6. Exhibits
<PAGE>
Fifth Third Bancorp and Subsidiaries Mar. 31, Dec. 31, Mar. 31,
Consolidated Balance Sheets 1996 1995 1995
($000's) (unaudited) (unaudited)
ASSETS ----------- ----------- -----------
Cash and Due from Banks $ 470,337 628,535 603,430
Securities Available for Sale (a) 5,436,077 4,151,178 1,216,986
Securities Held to Maturity (b) 185,987 187,091 2,592,523
Other Short-Term Investments 20,756 6,822 133,742
Loans and Leases
Commercial Loans 3,787,480 3,584,124 3,256,010
Construction Loans 320,563 312,098 296,538
Commercial Mortgage Loans 795,161 794,267 730,046
Commercial Lease Financing 842,975 830,644 582,666
Residential Mortgage Loans 2,300,654 1,974,911 2,462,574
Consumer Loans 2,802,889 3,062,697 2,423,900
Consumer Lease Financing 1,599,593 1,457,929 1,230,855
Unearned Income (345,055) (326,027) (253,974)
Reserve for Credit Losses (181,006) (177,388) (161,466)
----------- ----------- -----------
Total Loans and Leases 11,923,254 11,513,255 10,567,149
Bank Premises and Equipment 219,669 195,990 178,568
Accrued Income Receivable 146,375 133,998 118,739
Other Assets 467,420 236,014 192,643
----------- ----------- -----------
Total Assets $ 18,869,875 17,052,883 15,603,780
=========== =========== ===========
LIABILITIES
Deposits
Demand $ 1,719,231 1,827,837 1,398,857
Interest Checking 1,702,051 1,558,506 1,392,355
Savings 1,640,958 795,799 624,704
Money Market 1,916,008 1,920,871 1,705,697
Other Time 5,679,503 4,621,401 4,030,546
Certificates - $100,000 and Over 884,491 704,968 509,524
Foreign Office 167,056 1,056,398 1,482,552
----------- ----------- -----------
Total Deposits 13,709,298 12,485,780 11,144,235
Federal Funds Borrowed 1,140,755 553,041 728,215
Short-Term Bank Notes 350,000 450,000 955,000
Other Short-Term Borrowings 964,968 1,002,454 776,212
Accrued Taxes, Interest and Expenses 346,814 315,026 249,851
Other Liabilities 135,570 96,611 97,728
Long-Term Debt 287,381 281,996 30,410
Convertible Subordinated Notes 142,322 143,400 143,439
----------- ----------- -----------
Total Liabilities 17,077,108 15,328,308 14,125,090
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common Stock (c) 227,089 222,939 217,117
Capital Surplus 383,080 338,555 213,838
Retained Earnings 1,200,807 1,148,279 1,073,636
Unrealized Losses (18,209) 14,802 (25,901)
----------- ----------- -----------
Total Stockholders' Equity 1,792,767 1,724,575 1,478,690
Total Liabilities and ----------- ----------- -----------
Stockholders' Equity $ 18,869,875 17,052,883 15,603,780
=========== =========== ===========
See Notes to Consolidated Financial Statements
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets
(continued)
(a) Amortized cost: Mar. 31, 1996 - $5,465,091,000, Dec. 31, 1995 -
$4,129,405,000 and Mar. 31, 1995 - $1,256,834,000.
(b) Market value: Mar. 31, 1996 - $185,987,000, Dec. 31, 1995 -
$187,091,000 and Mar. 31, 1995 - $2,549,877,000.
(c) Stated value $2.22 per share; authorized 300,000,000; outstanding
Mar. 31, 1996 - 102,292,666, Dec. 31, 1995 - 100,422,996 and
Mar. 31, 1995 - 97,800,362. The number of shares outstanding
at Dec. 31, 1995 and Mar. 31, 1995 have been adjusted for the
three-for-two stock split effected in the form of a stock
dividend paid January 12, 1996.
See Notes to Consolidated Financial Statements.
<PAGE>
Fifth Third Bancorp and Subsidiaries Three Months Ended
Consolidated Statements of Income (unaudited) March 31,
($000's) -----------------------
1996 1995
----------- -----------
Interest and Fees on Loans and Leases $239,636 209,105
Interest on Securities
Taxable 77,872 54,082
Exempt from Income Taxes 5,351 5,521
----------- -----------
Total Interest on Securities 83,223 59,603
Interest on Other Short-Term Investments 191 444
----------- -----------
Total Interest Income 323,050 269,152
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 7,750 6,858
Savings 9,497 3,256
Money Market 16,628 13,655
Other Time 72,872 53,488
Certificates - $100,000 and Over 11,105 4,605
Foreign Office 4,426 17,869
----------- -----------
Total Interest on Deposits 122,278 99,731
Interest on Federal Funds Borrowed 15,769 12,446
Interest on Short-Term Bank Notes 5,416 12,208
Interest on Other Short-Term Borrowings 11,630 9,004
Interest on Long-Term Debt and Notes 6,329 2,038
----------- -----------
Total Interest Expense 161,422 135,427
----------- -----------
NET INTEREST INCOME 161,628 133,725
Provision for Credit Losses 9,750 9,574
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 151,878 124,151
OTHER OPERATING INCOME
Trust Income 17,785 14,533
Service Charges on Deposits 19,214 15,429
Data Processing Income 19,012 16,587
Other Service Charges and Fees 27,452 23,802
Securities Gains 205 9
----------- -----------
Total Other Operating Income 83,668 70,360
OPERATING EXPENSES
Salaries, Wages and Incentives 45,227 38,132
Employee Benefits 11,608 10,264
Equipment Expenses 4,871 4,086
Net Occupancy Expenses 8,923 6,863
Other Operating Expenses 46,610 35,846
----------- -----------
Total Operating Expenses 117,239 95,191
----------- -----------
INCOME BEFORE INCOME TAXES 118,307 99,320
Applicable Income Taxes 39,167 33,202
----------- -----------
NET INCOME $79,140 66,118
=========== ===========
NET INCOME PER SHARE (a) $ .79 .68
AVERAGE SHARES OUTSTANDING (000's) (a) 100,780 97,611
CASH DIVIDENDS DECLARED PER SHARE (a) $ .26 .23 1/3
See Notes to Consolidated Financial Statements.
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Three Months Ended March 31, ($000's)
1996 1995
- ---------------------------------------------------------------------------
Operating Activities
- ---------------------------------------------------------------------------
Net Income $79,140 66,118
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Provision for Credit Losses 9,750 9,574
Depreciation, Amortization and Accretion 12,286 3,699
Provision for Deferred Income Taxes 4,468 6,796
Realized Securities Gains (220) (9)
Realized Securities Losses 15 --
Proceeds from Sales of Residential Mortgage
Loans Held for Sale 126,681 15,256
Net Gains from Sales of Loans (2,162) (154)
Net Increase in Residential Mortgage Loans
Held for Sale (191,660) (15,331)
Net Increase in Accrued Income Receivable (10,305) (4,116)
Net Increase in Other Assets (40,135) (11,811)
Net Increase in Accrued Taxes, Interest and
Expenses 39,456 35,073
Net Increase (Decrease) in Other Liabilities 14,687 (7,272)
- ---------------------------------------------------------------------------
Net Cash Provided by Operating Activities 42,001 97,823
- ---------------------------------------------------------------------------
Investing Activities
Proceeds from Sales of Securities Available
for Sale 11,512 1,958
Proceeds from Calls, Paydowns and Maturities of
Securities Available for Sale 195,638 21,469
Purchases of Securities Available for Sale (1,357,493) (60,738)
Proceeds from Calls, Paydowns and Maturities of
Securities Held to Maturity 38,361 94,907
Purchases of Securities Held to Maturity (37,801) (161,524)
Net Increase in Other Short-Term Investments (10,446) (109,977)
Purchase of Loans in Acquisitions (224,313) --
Sales of Loans 408,471 --
Net Increase in Loans and Leases (479,726) (404,202)
Purchases of Bank Premises and Equipment (7,673) (6,521)
Proceeds from Disposal of Bank Premises
and Equipment 96 759
Net Cash Acquired (Paid) in Purchase of Subsidiaries (175,572) 587
- ---------------------------------------------------------------------------
Net Cash Used in Investing Activities (1,638,946) (623,282)
- ---------------------------------------------------------------------------
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Three Months Ended March 31, ($000's)
(continued) 1996 1995
- ---------------------------------------------------------------------------
Financing Activities
Purchase of Deposits 1,921,019 --
Net Increase (Decrease) in Core Deposits (101,556) (260,497)
Net Increase (Decrease) in CDs - $100,000 and Over,
Including Foreign (812,084) 716,462
Net Increase in Federal Funds Borrowed 587,714 6,903
Net Increase (Decrease) in Short-Term Bank Notes (100,000) 110,005
Net Decrease in Other Short-Term Borrowings (37,486) (114,699)
Issuance of Long-Term Debt 10,000 --
Repayment of Long-Term Debt (5,000) (5,000)
Payment of Cash Dividends (26,110) (20,060)
Exercise of Stock Options 3,353 809
Other (1,103) (43)
- ---------------------------------------------------------------------------
Net Cash Provided by Financing Activities 1,438,747 433,880
- ---------------------------------------------------------------------------
Decrease in Cash and Due from Banks (158,198) (91,579)
Cash and Due from Banks at Beginning of Period 628,535 695,009
- ---------------------------------------------------------------------------
Cash and Due from Banks at End of Period $470,337 603,430
===========================================================================
See Notes to Consolidated Financial Statements
<PAGE>
Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Changes
In Stockholders' Equity (unaudited)
For the Three Months Ended March 31 ($000's)
1996 1995
----------- -----------
Balance at January 1 $ 1,724,575 1,398,774
Net Income 79,140 66,118
Cash Dividends Declared (1996 - $.26 Per
Share and 1995 - $.23 1/3 Per Share) (a) (26,596) (22,820)
Stock Options Exercised,
Including Treasury Shares Issued 3,353 809
Stock Issued in Conversion
of Subordinated Notes 1,028 --
Shares Acquired for Treasury (53) (43)
Stock Issued in Acquisitions and Other 44,331 13,535
Change in Unrealized Gains/Losses on
Securities Available for Sale (33,011) 22,317
----------- -----------
Balance at March 31 $ 1,792,767 1,478,690
=========== ===========
(a) Per share amounts and average shares outstanding have been adjusted
for the three-for-two stock split effected in the form of a stock
dividend paid January 12, 1996.
See Notes to Consolidated Financial Statements
<PAGE>
FINANCIAL INFORMATION
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. 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, 1996 and 1995, and the results
of operations and cash flows for the three months ended March 31,
1996 and 1995. In accordance with generally accepted accounting
principles for interim financial information, these statements do
not include all of the information and footnotes required by
generally accepted accounting principles for complete annual
financial statements. Financial information as of December 31,
1995 has been derived from the audited consolidated financial
statements of the Registrant. The results of operations and cash
flows for the three months ended March 31, 1996 and 1995 are not
necessarily indicative of the results to be expected for the full
year. For further information, refer to the consolidated financial
statements and footnotes thereto for the year ended December 31,
1995, included in the Registrant's Annual Report on Form 10-K.
2. The Registrant adopted Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of," effective January 1,
1996. This statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amounts of
these assets may not be recoverable. The adoption of SFAS No. 121
did not have a material effect on the Consolidated Financial
Statements.
3. The Registrant adopted SFAS No. 123, "Accounting for Stock-Based
Compensation," effective January 1, 1996. This statement
encourages, but does not require, adoption of a fair-value-based
accounting method for employee stock-based compensation
arrangements. Management has elected to disclose in the 1996
annual Consolidated Financial Statements pro forma net income and
net income per share as if the fair-value-based method had been
applied in measuring compensation cost.
4. Residential mortgage loans held for sale, which are valued at the
lower of aggregate cost or market value, were $37,949,000,
$22,954,000 and $4,397,000 at March 31, 1996, December 31, 1995 and
March 31, 1995, respectively.
5. In the first three months of 1996, the Registrant paid $152,586,000
in interest and $3,500,000 in Federal income taxes. 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 1996, the
Registrant had noncash investing activities consisting of the
securitization of $90,600,000 of residential mortgage loans. There
were no securitizations in the first quarter of 1995.
<PAGE>
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. On March 15, 1996, the Registrant acquired Kentucky Enterprise
Bancorp, Inc., with assets of $276 million in a stock-for-stock
exchange accounted for as a pooling of interests. The Consolidated
Financial Statements for prior periods have not been restated due
to immateriality.
7. On January 19, 1996, the Registrant purchased the deposits and
fixed assets of the 28 offices of 1st Nationwide Bank in the
Cleveland, Ohio area for $136 million. On February 23, 1996, the
Registrant purchased the deposits, loans and fixed assets of First
Chicago NBD Corporation's 25 office Columbus and Dayton, Ohio
operations.
8. On April 30, 1996, the Registrant issued notice of redemption,
effective May 31, 1996, for its 4 1/4% Convertible Subordinated
Notes due 1998 (the "Notes"). The Redemption Date has been fixed
as May 31, 1996. Note holders have the option of redeeming their
Notes for cash at 101.70% of par, plus accrued interest to May 31,
1996, or converting the Notes into the Registrant's Common Stock on
or prior to that date at the conversion price of $42.417 per share
of Common Stock. (The conversion price of the Notes has been
adjusted for the three-for-two stock split paid January 12, 1996.)
Note holders who elect conversion of their Notes to Common Stock
will be paid accrued interest to the conversion date. The
conversion right expires at the close of business on May 31, 1996.
9. 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 $79,140,000 for the first quarter of
1996, compared to $66,118,000 for the same period in 1995. First
quarter earnings per share were $.79, a 16.2% increase over last year's
$.68.
Total assets were $18.9 billion at quarter end, compared to 1995's first
quarter-end assets of $15.6 billion. For the first quarter of 1996,
return on average equity was 18.3% and return on average assets was
1.74%.
The Registrant's net interest income on a fully taxable equivalent basis
for the first quarter of 1996 was $171.0 million, a 21.0% increase over
the $141.3 million realized in the same period of 1995. This increase
resulted from a 19.2% increase in average interest-earning assets and an
increase of 3 basis points in the net interest margin.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Acquisitions in the first quarter of 1996 added $2 billion in core
deposits and $369 million in loans. The resulting liquidity added to
securities available for sale will lower net interest margins and return
on average assets in the short term. However, management expects margin
to improve as loan growth is funded with sales and maturities from
securities.
Total loans and leases increased 12.8% over last year. Commercial loans
and leases were up 17.5%, led by commercial leases, up 44.0%.
Installment loan and consumer lease volume remained strong, with $718
million in originations during the quarter, compared to $468 million in
the first quarter of 1995. The Registrant completed its first auto loan
securitization and sale for $408 million in the first quarter.
Securitization provides funding flexibility, expansion capability,
improved fee income and capital management. Excluding the effect of
this securitization, installment loan and consumer lease outstandings
would be up 33% over 1995. The securitization of consumer assets is
expected to continue during 1996. Residential mortgage loan volume was
also impressive, with over $319 million originated in the first quarter
of 1996, compared to $138 million in the same period of 1995.
The net provision for credit losses was $9.8 million in the first
quarter of 1996 and $9.6 million in the first quarter of 1995. In
addition, $5.8 million in reserves were added through acquisitions
during the quarter. The reserve for credit losses as a percent of loans
and leases outstanding was 1.50% at March 31, 1996 and 1.51% at March
31, 1995. The reserve for credit losses was almost five times the
amount of nonperforming assets at March 31, 1996. Nonperforming assets
as a percentage of total loans, leases and other real estate owned were
.33% at March 31, 1996, and .27% at March 31, 1995.
Total other operating income, excluding security gains, increased to
$83.5 million for the first quarter of 1996, an 18.6% increase over the
first quarter of 1995. Data processing and trust income increased 14.6%
and 22.4%, respectively, over the same period in 1995. Other service
charges and fees increased 15.3% over the same period last year due
largely to increased mortgage banking income, consumer loan fees and
cardholder fees.
Total operating expenses increased 23.2% over first quarter 1995.
Salaries, wages, incentives and employee benefits increased 17.4% due to
an 18.6% (or 1,047) increase in the number of full-time equivalent
employees (FTEs) to 6,676 at March 31, 1996. One-half of the increase in
FTEs is directly due to purchases of branches and entities since March,
1995. Although 550 FTEs were added in acquisitions, over 350 FTEs were
eliminated from the pre-acquisition headcount of acquired locations.
Equipment and net occupancy increased 26.0% over 1995 due to the net
addition of 73 locations from acquisitions and upgrades of equipment to
support growth and new data processing technology. Other operating
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
expenses increased 30% primarily because expenses such as marketing,
communications, data processing, printing and postage were affected by
three large acquisition conversions during the quarter. Bankcard
expense, loan and lease expense and other volume-sensitive items were
affected by stronger consumer loan and lease volume in the first
quarter. Finally, intangible amortization increased from deposit
acquisitions, which essentially offset the savings from lower FDIC
premiums. Without acquisitions, total operating expenses would have
increased 12% over the same period in 1995. We expect expense growth to
moderate as these acquisitions are fully assimilated.
Although the FDIC lowered the premium for the approximately 70% of the
Registrant's deposits insured by the Bank Insurance Fund, the portion of
deposits acquired from thrifts over the years remains insured by the
Savings Association Insurance Fund (SAIF) of the FDIC and continues to
be assessed at 23 cents per $100 of deposits. Congress is considering
legislation that could result in a special, one-time assessment on SAIF-
insured deposits. If enacted, the assessment could result in a one-time
charge which could be offset by lower insurance costs in the future.
MATERIAL CHANGES IN FINANCIAL CONDITION
The material changes that have occurred in the Registrant's financial
condition during 1996 are as follows ($000's):
Mar. 31, Dec. 31,
1996 1995 $ +/- % +/-
----------- ---------- --------- -----
Securities Available for Sale $ 5,436,077 4,151,178 1,284,899 31.0
Loans and Leases 12,104,260 11,690,643 413,617 3.5
Other Assets 467,420 236,014 231,406 98.0
Core Deposits 12,657,751 10,724,414 1,933,337 18.0
CDs > $100,000, incl. Foreign 1,051,547 1,761,366 (709,819) (40.3)
Federal Funds Borrowed 1,140,755 553,041 587,714 106.3
The growth in securities available for sale was due primarily to the
liquidity provided by core deposit acquisitions, which added a total of
$2 billion in deposits in the first quarter of 1996. This additional
liquidity was also used to repay short-term borrowings and fund the
maturity of foreign office deposits. Loan and lease origination volume
was strong, offset by securitizations and sales of $624 million in
residential mortgage and auto loans. Loan and lease volume was funded
primarily through short-term borrowings, including federal funds
borrowed. Acquisitions also contributed over $185 million in
intangibles (other assets) during the first quarter.
<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, 1996, stockholders' equity was $1.793 billion, compared to
$1.479 billion at March 31, 1995, an increase of $.314 billion, or
21.2%. Stockholders' equity as a percentage of total assets as of
March 31, 1996 was 9.5%. 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. The Registrant exceeded these "well capitalized"
ratios at March 31, 1996 and 1995. At March 31, 1996, the Registrant
had a Tier 1 risk-based capital ratio of 10.2%, a total risk-based
capital ratio of 13.2% and a leverage ratio of 8.5%. At March 31, 1995,
the Registrant had a Tier 1 risk-based capital ratio of 11.1%, total
risk-based capital ratio of 12.8% and a leverage ratio of 9.6%. The
slight reduction in risk-based capital ratios over prior year was
primarily attributable to higher levels of intangibles resulting from
deposit acquisitions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 19, 1996, 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, 1996, which is incorporated herein by
reference. The proposals voted on and approved by the stockholders are
as follows:
1. The election of seven (7) Class I Directors to serve until the
Annual Meeting of Stockholders in 1999.
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 140,000,000 shares
to 300,000,000 shares by a vote of 79,072,500 for, 6,970,207
against and 526,103 abstaining.
3. Approval of the proposal to amend the Amended 1990 Stock Option
Plan which provides for various changes to the expiration and
vesting sections as described in the Proxy Statement by a vote of
80,539,386 for, 4,439,413 against and 1,401,899 abstaining.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)
4. Approval of the appointment of the firm of Deloitte & Touche LLP to
serve as independent auditors for the Registrant for the year 1996
by a vote of 85,475,955 for, 783,007 against and 319,998
abstaining.
ITEM 6. EXHIBITS
1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share
for the Three Months Ended March 31, 1996 and 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 10, 1996 P. Michael Brumm,
Executive Vice President and CFO
<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,
1996 1995
------ ------
<S> <C> <C>
Net Income $ 79,140 66,118
======== ========
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding 100,780 97,611
======== ========
Per share (net income divided by the weighted average
number of shares outstanding) $ 0.79 0.68
======== ========
Net income per common and common equivalent share:
Net income $ 79,140 66,118
Add - Interest on 4 1/4% convertible subordinated notes
due 1998, net of applicable income taxes 988 1,081
-------- --------
Adjusted net income $ 80,128 67,199
======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 105,075 101,255
======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.76 0.66
======== ========
Net income per common share - assuming full dilution:
Adjusted net income $ 80,128 67,199
======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 105,108 101,264
======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.76 0.66
======== ========
</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 THREE MONTHS
ENDED MARCH 31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000035527
<NAME> FIFTH THIRD BANCORP
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