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, 1997
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, 1997 was 102,848,617 shares.
<PAGE>
FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 1997 and 1996 and December 31, 1996 3
Consolidated Statements of Income -
Three Months Ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996 5
Consolidated Statements of Changes in Stockholders'
Equity - Three Months Ended March 31, 1997 and 1996 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 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
<PAGE>
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($000's)
MARCH 31, December 31, March 31,
1997 1996 1996
(UNAUDITED) (unaudited)
ASSETS
Cash and Due from Banks $506,720 808,926 470,337
Securities Available for Sale (a) 6,465,434 6,223,881 5,436,077
Securities Held to Maturity (b) 88,119 176,804 185,987
Other Short-Term Investments 32,641 44,579 20,756
Loans and Leases
Commercial Loans 4,102,127 4,013,785 3,787,480
Construction Loans 375,093 375,938 320,563
Commercial Mortgage Loans 794,602 795,599 795,161
Commercial Lease Financing 1,092,127 1,093,422 842,975
Residential Mortgage Loans 2,076,292 2,150,626 2,300,654
Consumer Loans 2,533,339 2,600,169 2,802,889
Consumer Lease Financing 1,910,198 1,933,412 1,599,593
Unearned Income (446,292) (448,159) (345,055)
Reserve for Credit Losses (187,343) (187,278) (181,006)
------------ ------------ ------------
Total Loans and Leases 12,250,143 12,327,514 11,923,254
Bank Premises and Equipment 233,163 231,389 219,669
Accrued Income Receivable 162,036 182,854 146,375
Other Assets 437,441 553,051 467,420
------------ ------------ ------------
TOTAL ASSETS $20,175,697 20,548,998 18,869,875
============ ============ ============
LIABILITIES
Deposits
Demand $2,039,309 2,495,839 1,719,231
Interest Checking 2,002,915 1,957,895 1,702,051
Savings 1,999,459 1,940,897 1,640,958
Money Market 1,430,396 1,462,794 1,916,008
Other Time 5,520,254 5,597,729 5,679,503
Certificates - $100,000 and Over 802,097 786,787 884,491
Foreign Office 128,086 132,715 167,056
------------ ------------ ------------
Total Deposits 13,922,516 14,374,656 13,709,298
Federal Funds Borrowed 1,512,613 1,420,694 1,140,755
Short-Term Bank Notes 705,000 806,000 350,000
Other Short-Term Borrowings 1,184,792 1,038,738 964,968
Accrued Taxes, Interest and Expenses 387,143 374,304 346,814
Other Liabilities 90,995 112,820 135,570
Long-Term Debt 457,747 277,661 287,381
Convertible Subordinated Notes 0 0 142,322
------------ ------------ ------------
TOTAL LIABILITIES 18,260,806 18,404,873 17,077,108
STOCKHOLDERS' EQUITY
Common Stock (c) 235,090 235,090 227,089
Capital Surplus 519,230 525,038 383,080
Retained Earnings 1,432,190 1,367,653 1,200,807
Unrealized Gains (Losses) on
Securities Available for Sale (26,978) 16,598 (18,209)
Treasury Stock (244,641) (254) 0
------------ ------------ ------------
TOTAL STOCKHOLDERS' EQUITY 1,914,891 2,144,125 1,792,767
------------ ------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $20,175,697 20,548,998 18,869,875
============ ============ ============
(a) Amortized cost: March 31, 1997 - $6,506,939,000, December 31, 1996 -
$6,198,346,000 and March 31, 1996 - $5,465,091,000.
(b) Market value: March 31, 1997 - $88,119,000, December 31, 1996 -
$176,798,000 and March 31, 1996 - $185,987,000.
(c) Stated value $2.22 per share; authorized 300,000,000; outstanding
March 31, 1997-102,848,617 (EXCLUDES 3,047,869 TREASURY SHARES),
December 31, 1996 - 105,892,554 (excludes 3,931 treasury shares)
and March 31, 1996 - 102,292,666.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
($000's)
Three Months Ended March 31,
1997 1996
INTEREST INCOME
Interest and Fees on Loans and Leases $250,725 239,636
Interest on Securities
Taxable 107,159 77,872
Exempt from Income Taxes 4,374 5,351
------------ ------------
Total Interest on Securities 111,533 83,223
Interest on Other Short-Term Investments 487 191
Total Interest Income 362,745 323,050
INTEREST EXPENSE
Interest on Deposits
Interest Checking 11,561 7,750
Savings 15,933 9,497
Money Market 11,967 16,628
Other Time 75,268 72,872
Certificates - $100,000 and Over 10,313 11,105
Foreign Office 4,453 4,426
------------ ------------
Total Interest on Deposits 129,495 122,278
Interest on Federal Funds Borrowed 24,969 15,769
Interest on Short-Term Bank Notes 9,365 5,416
Interest on Other Short-Term Borrowings 12,558 11,630
Interest on Long-Term Debt and Notes 5,042 6,329
------------ ------------
Total Interest Expense 181,429 161,422
------------ ------------
NET INTEREST INCOME 181,316 161,628
Provision for Credit Losses 17,446 9,750
------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES 163,870 151,878
OTHER OPERATING INCOME
Trust Income 20,851 17,785
Service Charges on Deposits 22,433 19,214
Data Processing Income 22,739 19,012
Other Service Charges and Fees 31,865 27,452
Securities Gains 672 205
------------ ------------
Total Other Operating Income 98,560 83,668
OPERATING EXPENSES
Salaries, Wages and Incentives 47,408 45,227
Employee Benefits 10,011 11,608
Equipment Expenses 5,254 4,871
Net Occupancy Expenses 9,337 8,923
Other Operating Expenses 48,965 46,610
------------ ------------
Total Operating Expenses 120,975 117,239
------------ ------------
INCOME BEFORE INCOME TAXES 141,455 118,307
Applicable Income Taxes 46,959 39,167
------------ ------------
NET INCOME $94,496 79,140
============ ============
NET INCOME PER SHARE $0.91 0.79
AVERAGE SHARES OUTSTANDING (000's) 104,386 100,780
CASH DIVIDENDS DECLARED PER SHARE $0.29 0.26
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH, 31 ($000's)
1997 1996
OPERATING ACTIVITIES
Net Income $94,496 79,140
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Provision for Credit Losses 17,446 9,750
Depreciation, Amortization and Accretion 15,231 12,286
Provision for Deferred Income Taxes 4,174 4,468
Realized Securities Gains (1,848) (220)
Realized Securities Losses 1,176 15
Proceeds from Sales of Residential Mortgage
Loans Held for Sale 78,311 126,681
Net Gains on Sales of Loans (2,626) (2,162)
Increase in Residential Mortgage Loans Held (71,138) (191,660)
Net Decrease (Increase) in Accrued
Income Receivable 20,818 (10,305)
Net Decrease (Increase) in Other Assets 110,158 (40,135)
Net Increase in Accrued Taxes, Interest
and Expenses 32,129 39,456
Net Increase (Decrease) in Other Liabilities (21,067) 14,687
------------ ------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 277,260 42,001
INVESTING ACTIVITIES
Proceeds from Sales of Securities Available
for Sale 435,221 11,512
Proceeds from Calls, Paydowns and Maturities of
Securities Available for Sale 186,563 195,638
Purchases of Securities Available for Sale (933,877) (1,357,493)
Proceeds from Calls, Paydowns and Maturities of
Securities Held to Maturity 96,264 38,361
Purchases of Securities Held to Maturity (7,579) (37,801)
Decrease (Increase) in Other Short-Term Investments 11,938 (10,446)
Purchase of Loans in Acquisitions 0 (224,313)
Proceeds from Securitization and Sale
of Automobile Loans 0 408,471
Proceeds from Sale of Loans 237,276 0
Net Increase in Loans and Leases (181,898) (479,726)
Purchases of Bank Premises and Equipment (7,840) (7,673)
Proceeds from Disposal of Bank Premises
and Equipment 545 96
Net Cash Paid in Purchase of Subsidiaries
and Other Acquisitions 0 (175,572)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (163,387) (1,638,946)
FINANCING ACTIVITIES
Purchase of Deposits 1,921,019
Net Decrease in Core Deposits (462,821) (101,556)
Net Increase (Decrease) in CDs - $100,000 and Over,
including Foreign 10,681 (812,084)
Net Increase in Federal Funds Borrowed 91,919 587,714
Net Decrease in Short-Term Bank Notes (101,000) (100,000)
Net Increase (Decrease) in Other
Short-Term Borrowings 146,054 (37,486)
Proceeds from Issuance of Long-Term Debt and Notes 200,000 10,000
Repayment of Long-Term Debt (20,000) (5,000)
Payment of Cash Dividends (30,718) (26,110)
Exercise of Stock Options 3,762 3,353
Purchase of Treasury Stock (253,956) 0
Other 0 (1,103)
------------ ------------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES (416,079) 1,438,747
------------ ------------
DECREASE IN CASH AND DUE FROM BANKS (302,206) (158,198)
CASH AND DUE FROM BANKS AT
BEGINNING OF PERIOD 808,926 628,535
------------ ------------
CASH AND DUE FROM BANKS AT END OF PERIOD $506,720 470,337
============ ============
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)
1997 1996
BALANCE AT JANUARY 1 $2,144,125 1,724,575
Net Income 94,496 79,140
Cash Dividends Declared (1997 - $.29 Per Share
and 1996 - $.26 per Share) (29,960) (26,596)
Stock Options Exercised,
Including Treasury Shares Issued 3,762 3,353
Stock Issued in Conversion of Subordinated Notes 0 1,028
Shares Acquired for Treasury (253,956) (53)
Fractional Shares Issued 0 (36)
Stock Issued in Acquisition 0 44,367
Change in Unrealized Gains/Losses on
Securities Available for Sale (43,576) (33,011)
------------ ------------
BALANCE AT MARCH 31 $1,914,891 1,792,767
============ ============
<PAGE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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, 1997 and 1996, and the results
of operations and cash flows for the three months ended March 31,
1997 and 1996. 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,
1996 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, 1997 and 1996 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,
1996, included in the Registrant's Annual Report on Form 10-K.
2. The Registrant adopted Statement of Financial Accounting Standards
(SFAS) No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities," effective
January 1, 1997. The standard provides accounting and reporting
standards for transfers and servicing of financial assets and
extinguishments of liabilities. The adoption of SFAS No. 125 did
not have a material effect on the Consolidated Financial
Statements.
3. SFAS No. 128, "Earnings Per Share" was issued in February, 1997 and
is effective for financial periods ending after December 15, 1997.
Earlier application is not permitted. The statement requires dual
presentation of basic and diluted earnings per share on the face of
the income statement and provides guidance on other computational
changes. Management has determined that earnings per share amounts
computed under the new standard will not be materially different
from the amounts reported herein.
4. Residential mortgage loans held for sale, which are valued at the
lower of aggregate cost or market value, were $9,509,000,
$15,756,000 and $37,949,000 at March 31, 1997, December 31, 1996
and March 31, 1996, respectively.
5. In the first three months of 1997, the Registrant paid $192,683,000
in interest and no Federal income taxes. In the first three months
of 1996, the Registrant paid $152,586,000 in interest and
$3,500,000 in Federal income taxes. There were no loan
securitizations during the first three months of 1997. 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.
<PAGE>
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. In March, 1997, the Registrant reached a definitive agreement to
acquire Suburban Bancorporation, Inc. a savings and loan holding
company with approximately $200 million in assets. The merger is
expected to be completed in the third quarter of 1997, pending
regulatory and shareholder approvals and will be accounted for as
a purchase as such term is used under generally accepted accounting
principles.
7. 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 $94,496,000 for the first quarter, up
19%, compared to $79,140,000 the same period in 1996. Net income per
share for the first quarter was $.91, a 15% increase over last year's
$.79.
Total assets were $20.2 billion at quarter end, compared to 1996's first
quarter assets of $18.9 billion. For the first quarter of 1997, return
on average equity was 18.7 percent and return on average assets was 1.88
percent.
The Registrant's net interest income on a fully taxable equivalent basis
for the first quarter of 1997 was $192.2 million, a 12% increase over
the $171 million for the same period of 1996. This increase resulted
primarily from a 12% increase in average interest-earning assets and an
increase of 3 basis points in the net interest margin.
Loan and lease origination volumes remained strong but, as in prior
quarters, growth in outstandings is affected considerably by sales and
securitizations. Average commercial loan and lease outstandings were up
12%, led by commercial leases, up 31%. Installment loan comparisons to
the first quarter of last year are affected by the securitization and
sale, with servicing retained, of over $800 million in auto loans. The
Registrant also sold or securitized $1.4 billion in residential mortgage
loans since the first quarter of 1996, which affected growth in
outstandings and contributed in part to the increase in investment
securities. Consumer lease balances rose 18% over the same period of
last year.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The net provision for credit losses was $17.4 million in the first
quarter of 1997 and $9.8 million in the first quarter of 1996. Net
chargeoffs for the first quarter were .56% of average loans and leases,
compared with .40% for the first quarter of 1996. Nonperforming assets
as a percentage of total loans, leases and other real estate owned were
.36% at March 31, 1997 and .33% at March 31, 1996. The reserve for
credit losses as a percentage of total loans and leases was 1.51% at
March 31, 1997 and 1.50% at March 31, 1996.
Total other operating income, excluding securities gains, increased to
$97.9 million for the first quarter of 1997, a 17% increase over the
first quarter of 1996. Trust income and data processing income
increased 17% and 20%, respectively, over the same period in 1996.
Other service charges and fees increased 16% over the same period last
year which includes increased fees from consumer lending.
The overhead ratio (operating expenses divided by the sum of taxable
equivalent net interest income and other operating income) for the
quarter improved to 41.6%, compared to 46.0% for the first quarter of
1996
Total operating expenses for the quarter increased 3% over the same
period of 1996. Salaries, wages, incentives and employee benefits
increased 1% as the number of full-time equivalent employees decreased
3 percent (or 219) over the same period in 1996 to 6,457 at March 31,
1997, demonstrating the successful integration of several large
acquisitions in 1996. Salaries, wages, incentives and employee benefits
increased 5% over last quarter, as the fourth quarter expenses were
affected by routine, year-end adjustments to accruals and reserves.
Equipment and net occupancy expenses increased 6% over 1996 from
acquired offices, the addition of 86 ATM machines and investments to
upgrade processing technology and improve productivity. Other operating
expenses increased 5 percent over the first quarter of 1996, as
reductions in FDIC premiums were offset by intangible amortization and
volume-related expenses from our processing businesses.
MATERIAL CHANGES IN FINANCIAL CONDITION
The material changes that have occurred in the Registrant's financial
condition during 1997 are as follows ($000's):
Mar. 31, Dec. 31,
1997 1996 $ +/- % +/-
Cash and Due from Banks $ 506,720 808,926 (302,206) (37.4)
Core Deposits 2,039,309 2,495,839 (456,530) (18.3)
Long-Term Debt 457,747 277,661 180,086 64.9
Stockholders' Equity 1,914,891 2,144,125 (229,234) (10.7)
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED)
The decline in both cash and due from banks and stockholders' equity is
due primarily to reductions in core deposits and the repurchase of 3.1
million shares of common stock under the Registrant's stock repurchase
plan.
During the first quarter, the Registrant, through its wholly owned Fifth
Third Capital Trust I, a Delaware statutory business trust (the
Trust), issued $200 million of 8.136% Capital Securities. These
securities, representing Junior Subordinate Deferrable Interest
Debentures, are classified as long-term debt in the Consolidated Balance
Sheet and qualify as Tier 1 regulatory capital.
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, 1997, stockholders' equity was $1.915 billion, compared to
$1.793 billion at March 31, 1996, an increase of $122 million, or 6.8%.
Stockholders' equity as a percentage of total assets as of March 31,
1997 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,
1997 and 1996. At March 31, 1997, the Registrant had a Tier 1 risk-
based capital ratio of 11.6%, a total risk-based capital ratio of 14.3%
and a leverage ratio of 9.2%. At March 31, 1996, the Registrant had a
Tier 1 risk-based capital ratio of 10.2%, total risk-based capital ratio
of 13.2% and a leverage ratio of 9.5%.
The Registrant repurchased 3.1 million shares during the first quarter
of 1997 at an aggregate cost of approximately $254 million through open
market purchases.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 18, 1997, 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 7, 1997, 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 II Directors to serve until the
Annual Meeting of Stockholders in 2000.
2. 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 2.5
million shares by a vote of 84,252,211 for, 8,796,536 against and
890,026 abstaining.
3. Approval of the appointment of the firm of Deloitte & Touche LLP to
serve as independent auditors for the Registrant for the year 1997
by a vote of 85,753,553 for, 820,900 against and 422,931
abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share
for the Three Months Ended March 31, 1997 and 1996.
2. Form 8-K dated March 20, 1997 relating to the issuance of Fifth
Third Capital Trust I's $200,000,000 8.136% Capital Securities,
Series A, 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: May 9, 1997 P. Michael Brumm,
Executive Vice President and CFO
EXHIBIT 11
FIFTH THIRD BANCORP
COMPUTATION OF CONSOLIDATED NET INCOME PER SHARE
($000's except per share data)
For the Three Months
Ended March 31,
1997 1996
Net Income $94,496 79,140
======= =======
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding 104,386 100,780
======= =======
Per share (net income divided by the weighted
average number of shares outstanding) $0.91 $0.79
======= =======
Net income per common and common equivalent share:
Net income $94,496 79,140
Add - Interest on 4 1/4% convertible subordinated
notes due 1998, net of applicable income taxes 0 988
------- -------
Adjusted net income $94,496 80,128
======= =======
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes (000's) 105,943 105,075
======= =======
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $0.89 $0.76
======= =======
Net income per common share - assuming full dilution:
Adjusted net income $94,496 80,128
======= =======
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes (000's) 105,944 105,108
======= =======
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $0.89 $0.76
======= =======
<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, 1997, AND IS QUALIFIED IN ITS ENTIRETY
BT REFERNCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 506,720
<INT-BEARING-DEPOSITS> 30,836
<FED-FUNDS-SOLD> 1,805
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,465,434
<INVESTMENTS-CARRYING> 88,119
<INVESTMENTS-MARKET> 88,119
<LOANS> 12,437,486
<ALLOWANCE> 187,343
<TOTAL-ASSETS> 20,175,697
<DEPOSITS> 13,922,516
<SHORT-TERM> 3,402,405
<LIABILITIES-OTHER> 478,138
<LONG-TERM> 457,757
0
0
<COMMON> 235,090
<OTHER-SE> 1,679,801
<TOTAL-LIABILITIES-AND-EQUITY> 20,175,697
<INTEREST-LOAN> 250,725
<INTEREST-INVEST> 111,533
<INTEREST-OTHER> 487
<INTEREST-TOTAL> 362,745
<INTEREST-DEPOSIT> 129,495
<INTEREST-EXPENSE> 181,429
<INTEREST-INCOME-NET> 181,316
<LOAN-LOSSES> 17,446
<SECURITIES-GAINS> 672
<EXPENSE-OTHER> 120,975
<INCOME-PRETAX> 141,455
<INCOME-PRE-EXTRAORDINARY> 94,496
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 94,496
<EPS-PRIMARY> 0.89
<EPS-DILUTED> 0.89
<YIELD-ACTUAL> 4.07
<LOANS-NON> 40,149
<LOANS-PAST> 35,287
<LOANS-TROUBLED> 95
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 187,278
<CHARGE-OFFS> 23,016
<RECOVERIES> 5,635
<ALLOWANCE-CLOSE> 187,343
<ALLOWANCE-DOMESTIC> 187,343
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
