<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 June 30, 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 June 30, 1996 was 105,762,662 shares.
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FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1996 and 1995 and December 31, 1995 3
Consolidated Statements of Income -
Three and Six Months Ended June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1996 and 1995 5
Consolidated Statements of Changes in Stockholders'
Equity - Six Months Ended June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 11
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Fifth Third Bancorp and Subsidiaries June 31, Dec. 31, June 31,
Consolidated Balance Sheets 1996 1995 1995
($000's) (unaudited) (unaudited)
ASSETS ----------- ----------- -----------
Cash and Due from Banks $ 474,963 628,535 601,880
Securities Available for Sale (a) 6,183,028 4,151,178 1,945,647
Securities Held to Maturity (b) 114,252 187,091 2,590,810
Other Short-Term Investments 27,976 6,822 56,087
Loans and Leases
Commercial Loans 3,910,849 3,584,124 3,407,182
Construction Loans 331,894 312,098 280,850
Commercial Mortgage Loans 790,649 794,267 747,465
Commercial Lease Financing 902,994 830,644 665,372
Residential Mortgage Loans 2,012,444 1,974,911 2,000,240
Consumer Loans 2,948,016 3,062,697 2,522,528
Consumer Lease Financing 1,741,295 1,457,929 1,284,964
Unearned Income (371,789) (326,027) (271,976)
Reserve for Credit Losses (183,876) (177,388) (162,118)
----------- ----------- -----------
Total Loans and Leases 12,082,476 11,513,255 10,474,507
Bank Premises and Equipment 223,288 195,990 179,243
Accrued Income Receivable 157,197 133,998 128,080
Other Assets 592,318 236,014 187,969
----------- ----------- -----------
Total Assets $ 19,855,498 17,052,883 16,164,223
=========== =========== ===========
LIABILITIES
Deposits
Demand $ 1,815,797 1,827,837 1,572,261
Interest Checking 1,706,472 1,558,506 1,366,255
Savings 1,801,923 795,799 602,650
Money Market 1,652,197 1,920,871 1,733,695
Other Time 5,607,214 4,621,401 4,272,784
Certificates - $100,000 and Over 918,127 704,968 997,589
Foreign Office 1,222,171 1,056,398 641,098
----------- ----------- -----------
Total Deposits 14,723,901 12,485,780 11,186,332
Federal Funds Borrowed 867,757 553,041 823,468
Short-Term Bank Notes 524,993 450,000 975,000
Other Short-Term Borrowings 1,081,762 1,002,454 1,089,789
Accrued Taxes, Interest and Expenses 311,467 315,026 266,385
Other Liabilities 112,298 96,611 118,011
Long-Term Debt 282,594 281,996 25,380
Convertible Subordinated Notes -- 143,400 143,574
----------- ----------- -----------
Total Liabilities 17,904,772 15,328,308 14,627,939
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common Stock (c) 234,793 222,939 217,239
Capital Surplus 521,022 338,555 214,539
Retained Earnings 1,256,555 1,148,279 1,119,317
Unrealized Losses (61,644) 14,802 (14,811)
----------- ----------- -----------
Total Stockholders' Equity 1,950,726 1,724,575 1,536,284
Total Liabilities and ----------- ----------- -----------
Stockholders' Equity $ 19,855,498 17,052,883 16,164,223
=========== =========== ===========
See Notes to Consolidated Financial Statements
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Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets
(continued)
(a) Amortized cost: June 30, 1996 - $6,277,865,000, Dec. 31, 1995 -
$4,129,405,000 and June 30, 1995 - $1,968,433,000.
(b) Market value: June 30, 1996 - $114,252,000, Dec. 31, 1995 -
$187,091,000 and June 30, 1995 - $2,602,741,000.
(c) Stated value $2.22 per share; authorized 300,000,000; outstanding
June 30, 1996 - 105,762,662, Dec. 31, 1995 - 100,422,996 and
June 30, 1995 - 97,855,539. The number of shares outstanding
at Dec. 31, 1995 and June 30, 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.
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Fifth Third Bancorp and Subsidiaries Three Months Ended
Consolidated Statements of Income (unaudited) June 30,
($000's) -----------------------
1996 1995
----------- -----------
Interest and Fees on Loans and Leases $248,972 $220,821
Interest on Securities
Taxable 89,107 61,170
Exempt from Income Taxes 5,364 5,765
----------- -----------
Total Interest on Securities 94,471 66,935
Interest on Other Short-Term Investments 188 200
----------- -----------
Total Interest Income 343,631 287,956
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 8,413 6,980
Savings 13,839 3,248
Money Market 14,574 15,083
Other Time 77,324 61,081
Certificates - $100,000 and Over 11,975 11,058
Foreign Office 8,588 14,968
----------- -----------
Total Interest on Deposits 134,713 112,418
Interest on Federal Funds Borrowed 18,121 13,057
Interest on Short-Term Bank Notes 2,046 15,143
Interest on Other Short-Term Borrowings 11,395 9,680
Interest on Long-Term Debt and Notes 5,827 1,988
----------- -----------
Total Interest Expense 172,102 152,286
----------- -----------
NET INTEREST INCOME 171,529 135,670
Provision for Credit Losses 18,048 8,207
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 153,481 127,463
OTHER OPERATING INCOME
Trust Income 18,672 15,497
Service Charges on Deposits 20,867 15,831
Data Processing Income 21,350 18,201
Other Service Charges and Fees 30,695 22,942
Securities Gains 167 20
----------- -----------
Total Other Operating Income 91,751 72,491
OPERATING EXPENSES
Salaries, Wages and Incentives 48,006 38,278
Employee Benefits 12,007 10,143
Equipment Expenses 5,141 4,140
Net Occupancy Expenses 8,880 6,955
Other Operating Expenses 46,353 37,635
----------- -----------
Total Operating Expenses 120,387 97,151
----------- -----------
INCOME BEFORE INCOME TAXES 124,845 102,803
Applicable Income Taxes 41,596 34,289
----------- -----------
NET INCOME $83,249 $68,514
=========== ===========
NET INCOME PER SHARE (a) $ .80 .70
AVERAGE SHARES OUTSTANDING (000's) (a) 103,487 97,811
CASH DIVIDENDS DECLARED PER SHARE (a) $ .26 .23 1/3
(a) Per share amounts and average shares have been adjusted for the
three-for-two stock split effected in the form of a stock divided paid
January 12, 1996.
See Notes to Consolidated Financial Statements.
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Fifth Third Bancorp and Subsidiaries Six Months Ended
Consolidated Statements of Income (unaudited) June 30,
($000's) -----------------------
1996 1995
----------- -----------
Interest and Fees on Loans and Leases $488,608 $429,926
Interest on Securities
Taxable 166,979 115,252
Exempt from Income Taxes 10,715 11,286
----------- -----------
Total Interest on Securities 177,694 126,538
Interest on Other Short-Term Investments 379 644
----------- -----------
Total Interest Income 666,681 557,108
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 16,163 13,838
Savings 23,336 6,504
Money Market 31,202 28,738
Other Time 150,196 114,569
Certificates - $100,000 and Over 23,080 15,663
Foreign Office 13,014 32,837
----------- -----------
Total Interest on Deposits 256,991 212,149
Interest on Federal Funds Borrowed 33,890 25,503
Interest on Short-Term Bank Notes 7,462 27,351
Interest on Other Short-Term Borrowings 23,025 18,684
Interest on Long-Term Debt and Notes 12,156 4,026
----------- -----------
Total Interest Expense 333,524 287,713
----------- -----------
NET INTEREST INCOME 333,157 269,395
Provision for Credit Losses 27,798 17,781
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 305,359 251,614
OTHER OPERATING INCOME
Trust Income 36,457 30,030
Service Charges on Deposits 40,081 31,260
Data Processing Income 40,362 34,788
Other Service Charges and Fees 58,147 46,744
Securities Gains 372 29
----------- -----------
Total Other Operating Income 175,419 142,851
OPERATING EXPENSES
Salaries, Wages and Incentives 93,233 76,410
Employee Benefits 23,615 20,407
Equipment Expenses 10,012 8,226
Net Occupancy Expenses 17,803 13,818
Other Operating Expenses 92,963 73,481
----------- -----------
Total Operating Expenses 237,626 192,342
----------- -----------
INCOME BEFORE INCOME TAXES 243,152 202,123
Applicable Income Taxes 80,763 67,491
----------- -----------
NET INCOME $162,389 $134,632
=========== ===========
NET INCOME PER SHARE (a) $ 1.59 1.38
AVERAGE SHARES OUTSTANDING (000's) (a) 102,133 97,712
CASH DIVIDENDS DECLARED PER SHARE (a) $ .52 .46 2/3
(a) Per share amounts and average shares have been adjusted for the
three-for-two stock split effected in the form of a stock divided paid
January 12, 1996.
See Notes to Consolidated Financial Statements.
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Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended June 30, ($000's)
1996 1995
------------------------------------------------------------------------
Operating Activities
------------------------------------------------------------------------
Net Income $162,389 $134,632
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Provision for Credit Losses 27,798 17,781
Depreciation, Amortization and Accretion 26,360 7,231
Provision for Deferred Income Taxes 5,436 14,806
Realized Securities Gains (1,318) (38)
Realized Securities Losses 946 9
Proceeds from Sales of Residential Mortgage
Loans Held for Sale 322,002 51,704
Net Gains on Sales of Loans (2,514) (370)
Net Increase in Residential Mortgage Loans
Held for Sale (410,341) (118,865)
Net Increase in Accrued Income Receivable (21,127) (13,457)
Net Increase in Other Assets (170,273) (4,541)
Net Increase in Accrued Taxes, Interest and
Expenses 25,529 37,404
Net Increase (Decrease) in Other Liabilities (9,487) 12,990
------------------------------------------------------------------------
Net Cash Provided (Used) by Operating Activities (44,600) 139,286
------------------------------------------------------------------------
Investing Activities
Proceeds from Sales of Securities Available
for Sale 120,996 6,008
Proceeds from Calls, Paydowns and Maturities of
Securities Available for Sale 444,617 53,116
Purchases of Securities Available for Sale (2,047,538) (256,274)
Proceeds from Calls, Paydowns and Maturities of
Securities Held to Maturity 155,774 210,345
Purchases of Securities Held to Maturity (83,479) (275,152)
Net Increase in Other Short-Term Investments (17,666) (32,322)
Purchase of Loans in Acquisitions (224,313) --
Sales of Loans 408,471 --
Net Increase in Loans and Leases (1,117,040) (804,529)
Purchases of Bank Premises and Equipment (17,931) (11,833)
Proceeds from Disposal of Bank Premises
and Equipment 720 887
Net Cash Paid in Purchase of Subsidiaries (175,572) (441)
------------------------------------------------------------------------
Net Cash Used in Investing Activities (2,552,961)(1,110,195)
------------------------------------------------------------------------
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Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended June 30, ($000's)
(continued) 1996 1996
------------------------------------------------------------------------
Financing Activities
Purchase of Deposits 1,921,019 15,920
Net Increase (Decrease) in Core Deposits (175,704) 119,069
Net Increase in CDs - $100,000 and Over,
Including Foreign 276,667 363,073
Net Increase in Federal Funds Borrowed 314,716 102,156
Net Increase in Short-Term Bank Notes 74,993 130,005
Net Decrease in Other Short-Term Borrowings 79,308 198,878
Issuance of Long-Term Debt 10,125 --
Repayment of Long-Term Debt (10,140) (10,030)
Payment of Cash Dividends (52,706) (42,880)
Exercise of Stock Options 5,807 1,659
Other (96) (70)
------------------------------------------------------------------------
Net Cash Provided by Financing Activities 2,443,989 877,780
------------------------------------------------------------------------
Decrease in Cash and Due from Banks (153,572) (93,129)
Cash and Due from Banks at Beginning of Period 628,535 695,009
------------------------------------------------------------------------
Cash and Due from Banks at End of Period 474,963 601,880
========================================================================
See Notes to Consolidated Financial Statements
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Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Changes
In Stockholders' Equity (unaudited)
For the Six Months Ended June 30 ($000's)
1996 1995
----------- -----------
Balance at January 1 $ 1,724,575 1,398,774
Net Income 162,389 134,632
Cash Dividends Declared (1996 - $.52 Per
Share and 1995 - $.46 2/3 Per Share) (a) (54,094) (45,653)
Stock Options Exercised,
Including Treasury Shares Issued 5,807 1,659
Stock Issued in Conversion
of Subordinated Notes 143,255 --
Shares Acquired for Treasury (53) (70)
Fractional Shares Issued (36) --
Stock Issued in Acquisitions and Other 45,329 13,535
Change in Unrealized Gains/Losses on (76,446) 33,407
Securities Available for Sale ----------- -----------
$ 1,950,726 1,536,284
Balance at June 30 =========== ===========
(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 June 30, 1996 and 1995, and the results
of operations for the three and six months ended June 30, 1996 and
1995 and cash flows for the six months ended June 30, 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 six months ended
June 30, 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. SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" was issued in June, 1996
and provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities.
SFAS No. 125 applies to transactions occurring after December 31,
1996. Management has not yet quantified the effect of this new
standard on the Consolidated Financial Statements.
<PAGE>
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. Residential mortgage loans held for sale, which are valued at the
lower of aggregate cost or market value, were $13,285,000,
$22,954,000 and $17,305,000 at June 30, 1996, December 31, 1995 and
June 30, 1995, respectively.
6. In the first six months of 1996, the Registrant paid $321,166,000
in interest and $64,500,000 in Federal income taxes. In the first
six months of 1995, the Registrant paid $269,508,000 in interest
and $44,500,000 in Federal income taxes. In the first six months of
1996 and 1995, respectively, the Registrant had noncash investing
activities consisting of the securitization of $574,600,000 and
$553,149,000 of residential mortgage loans.
7. 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.
8. 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.
9. During the second quarter of 1996, the Registrant redeemed its
4 1/4% Convertible Subordinated Notes due 1998 by issuing
3.4 million common shares. As a result, $143.3 million was added
to Stockholders' Equity.
10. Certain prior year's data has been reclassified to conform to
current presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Registrant's financial
condition and results of operations during the periods included in the
consolidated financial statements which are a part of this filing.
RESULTS OF OPERATIONS
The Registrant's net income was $83,249,000 for the second quarter and
$162,389,000 for the first six months of 1996, up 21.5 % and 20.6%,
respectively, compared to $68,514,000 and $134,632,000 for the same
periods in 1995. Net income per share for the second quarter was $.80,
a 14.3% increase over 1995's $.70 and $1.59 for the first six months, up
15.2% over 1995's $1.38.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
Total assets were $19.9 billion at quarter end, compared to 1995's
quarter-end assets of $16.2 billion. Return on average equity was 17.7%
and return on average assets was 1.73% for the second quarter of 1996.
The Registrant's net interest income on a fully taxable equivalent basis
for the second quarter of 1996 was $181.2 million, a 26% increase over
the $143.8 million for the same period of 1995. This increase resulted
from a 22.3% increase in average interest-earning assets and an increase
of 13 basis points in the net interest margin.
Total loans and leases increased 15.3% over last year. Commercial loans
and leases were up 16.1%, led by commercial leases, up 37%. Consumer
loans and leases, excluding residential mortgage loans, were up 22.3%,
led by home equity loans, up 41.6% and consumer leases, up 34.4%.
Residential mortgage loan volume remained strong, with approximately
$540 million originated in the second quarter and $859 million for the
six months ended, compared to $175 million and $313 million,
respectively, for the same periods in 1995. Mortgage loan volume also
provided balance sheet flexibility as we sold or securitized almost $900
million of mortgage loans during the first six months of 1996. In
addition, $408 million of auto loans were securitized and sold during
the six months ended.
The provision for credit losses was $18 million in the second quarter of
1996 and $8.2 million in the second quarter of 1995. Net chargeoffs for
the second quarter were .49% of average loans and leases, compared with
.25% reported for the second quarter of 1995 and our 10-year average of
.48%. The reserve for credit losses as a percent of loans and leases
outstanding was 1.50% at June 30, 1996 and 1.52% at June 30, 1995.
Nonperforming assets as a percentage of total loans, leases and other
real estate owned were .41% at June 30, 1996, and .26% at June 30, 1995.
Nonperforming assets are well covered by reserves, which are 369% of
nonperforming assets at quarter-end.
Total other operating income, excluding security gains, increased to
$91.6 million for the second quarter of 1996, an 26.4% increase over the
second quarter of 1995. Data processing and trust income increased
17.3% and 20.5%, respectively, over the same period in 1995. Other
service charges and fees increased 33.8% for the quarter, due largely to
growth in cardholder fees, consumer loan fees and international income,
including letter of credit fees.
Total operating expenses increased 23.9% during the second quarter over
the same period of 1995. Salaries, wages, incentives and employee
benefits also increased 23.9%. The number of full-time equivalent
employees (FTEs) increased 19.5% (or 1,106) over the same period in 1995
to 6,777 at June 30, 1996. Approximately one-half of the increase in
FTEs is directly due to acquisitions. Equipment and net occupancy
expenses increased 26.4% over 1995 due to the net addition of 68
locations, primarily from acquisitions, and upgrades of equipment to
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANLYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
support growth and processing technology. Other operating expenses
increased 23.2% over 1995, due in large part to increases in marketing,
communications and expenses resulting from strong loan volume and
merchant processing activity. The overhead ratio (operating expenses
divided by the sum of taxable equivalent net interest income and other
operating income) for the quarter improved to 44.1% in 1996, compared to
44.9% for 1995.
MATERIAL CHANGES IN FINANCIAL CONDITION
The material changes that have occurred in the Registrant's financial
condition during 1996 are as follows ($000's):
June 30, Dec. 31,
1996 1995 $ +/- % +/-
-------- ------- ------- -------
Securities Available for Sale $ 6,183,028 4,151,178 2,031,850 48.9
Loans and Leases 12,266,352 11,690,643 575,709 4.9
Other Assets 592,318 236,014 356,304 151.0
Core Deposits 12,583,603 10,724,414 1,859,189 17.3
CDs > $100,000, incl. Foreign 2,140,298 1,761,366 378,932 21.5
Federal Funds Borrowed 867,757 553,041 314,716 56.9
Convertible Subordinated Notes -- 143,400 (143,400)(100.0)
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. Loan and lease origination volume was strong,
offset by securitizations and sales of $1.3 billion in residential
mortgage and auto loans. Loan and lease volume was funded primarily
through short-term borrowings including federal funds borrowed and
CDs > $100,000. Acquisitions also contributed over $189 million in
intangibles (other assets). The decrease in Convertible Subordinated
Notes is due to the conversion as previously discussed.
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 June 30, 1996, stockholders' equity was $1.950 billion, compared to
$1.536 billion at June 30, 1995, an increase of $414 million, or 27%.
Stockholders' equity as a percentage of total assets as of June 30,
1996 was 9.8%. 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.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
The Registrant exceeded these "well capitalized" ratios at June 30, 1996
and 1995. At June 30, 1996, the Registrant had a Tier 1 risk-based
capital ratio of 11%, a total risk-based capital ratio of 13.8% and a
leverage ratio of 9.1%. At June 30, 1995, the Registrant had a Tier 1
risk-based capital ratio of 11.2%, total risk-based capital ratio of
12.9% and a leverage ratio of 9.5%. The slight reduction in risk-based
capital ratios over prior year was primarily attributable to higher
levels of intangibles resulting from deposit acquisitions, partially
offset by the conversion of the subordinated notes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
1. Exhibit No. 10 - Material Contracts
Fifth Third Bancorp 1993 Stock Purchase Plan - reference is made to
Exhibit 4.01 of Registration Statement on Form S-8, Registration
No. 33-60474, filed with the Securities and Exchange Commission on
April 1, 1993, and incorporated herein by reference.
2. Exhibit No. 11 - Computation of Consolidated Net Income Per Share
for the Three and Six Months Ended June 30, 1996 and 1995. Per
share amounts and average shares have been adjusted for the three-
for-two stock split effected in the form of a stock dividend paid
January 12, 1996.
3. Exhibit No. 27 - Financial Data Schedule for the Six Months Ended
June 30, 1996.
4. Form 8-K dated April 30, 1996 relating to the redemption notice
issued to the holders of the Registrant's Convertible Subordinated
Notes was previously filed and is incorporated in this Form 10-Q by
reference.
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: August 12, 1996 P. Michael Brumm,
Executive Vice President and CFO
EXHIBIT 10
AMENDMENT TO THE
FIFTH THIRD BANCORP
1993 STOCK PURCHASE PLAN
The FIFTH THIRD BANCORP 1993 STOCK PURCHASE PLAN (the "Plan") is hereby
amended effective June 28, 1996, pursuant to the direction of the
Board of Directors of Fifth Third Bancorp, as provided below.
Section 2: Eligibility shall be amended to read as follows:
Any full-time or part-time Employee of the Company or any Subsidiary
who is at least eighteen years of age is eligible to participate in
the Plan. The Company's Directors and executive officers (as defined
by the rules and regulations of the Securities and Exchange
Commission) are not eligible to participate in the Plan.
Executed as of June 18, 1996 FIFTH THIRD BANCORP
By:/s/ George A. Schaefer, Jr.
George A. Schaefer, Jr.
President and CEO
<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 Six Months
Ended June 30, Ended June 30,
1996 1995 1996 1995
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Net Income $ 83,249 68,514 162,389 134,632
============ ============ ============ ============
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding 103,487 97,811 102,133 97,712
============ ============ ============ ============
Per share (net income divided by the weighted
average number of shares outstanding) $ 0.80 0.70 1.59 1.38
============ ============ ============ ============
Net income per common and common equivalent share:
Net income $ 83,249 68,514 162,389 134,632
Add - Interest on 4 1/4% convertible subordinated
notes due 1998, net of applicable income taxes 649 1,080 1,637 2,161
------------ ------------ ------------ ------------
Adjusted net income $ 83,898 69,594 164,026 136,793
============ ============ ============ ============
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 106,681 101,601 105,881 101,719
============ ============ ============ ============
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.79 0.68 1.55 1.34
============ ============ ============ ============
Net income per common share - assuming full dilution:
Adjusted net income $ 83,898 69,594 164,026 136,793
============ ============ ============ ============
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 106,681 101,601 105,926 101,719
============ ============ ============ ============
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.79 0.68 1.55 1.34
============ ============ ============ ============
</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 JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000035527
<NAME> FIFTH THIRD BANCORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 474,963
<INT-BEARING-DEPOSITS> 12,796
<FED-FUNDS-SOLD> 15,180
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,183,028
<INVESTMENTS-CARRYING> 114,252
<INVESTMENTS-MARKET> 114,252
<LOANS> 12,266,352
<ALLOWANCE> 183,876
<TOTAL-ASSETS> 19,855,498
<DEPOSITS> 14,723,901
<SHORT-TERM> 2,474,512
<LIABILITIES-OTHER> 423,765
<LONG-TERM> 282,594
0
0
<COMMON> 237,793
<OTHER-SE> 1,715,933
<TOTAL-LIABILITIES-AND-EQUITY> 19,855,498
<INTEREST-LOAN> 488,608
<INTEREST-INVEST> 177,694
<INTEREST-OTHER> 379
<INTEREST-TOTAL> 666,681
<INTEREST-DEPOSIT> 256,991
<INTEREST-EXPENSE> 333,524
<INTEREST-INCOME-NET> 333,157
<LOAN-LOSSES> 27,798
<SECURITIES-GAINS> 372
<EXPENSE-OTHER> 237,626
<INCOME-PRETAX> 243,152
<INCOME-PRE-EXTRAORDINARY> 162,389
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 162,389
<EPS-PRIMARY> 1.55
<EPS-DILUTED> 1.55
<YIELD-ACTUAL> 4.02
<LOANS-NON> 42,637
<LOANS-PAST> 22,356
<LOANS-TROUBLED> 469
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 177,388
<CHARGE-OFFS> 37,478
<RECOVERIES> 10,330
<ALLOWANCE-CLOSE> 183,876
<ALLOWANCE-DOMESTIC> 183,876
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
