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, 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 June 30, 1997 was 154,096,732 shares.
FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1997 and 1996 and December 31, 1996 3
Consolidated Statements of Income -
Three and Six Months Ended June 30, 1997 and 1996 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996 5
Consolidated Statements of Changes in Stockholders'
Equity - Six Months Ended June 30, 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 6. Exhibits and Reports on Form 8-K 11
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($000's)
June 30, December 31, June 30,
1997 1996 1996
(unaudited) (unaudited)
ASSETS
Cash and Due from Banks $847,525 808,926 474,963
Securities Available for Sale (a) 6,210,577 6,223,881 6,183,028
Securities Held to Maturity (b) 75,740 176,804 114,252
Other Short-Term Investments 51,082 44,579 27,976
Loans and Leases
Commercial Loans 4,033,680 4,013,785 3,910,849
Construction Loans 373,821 375,938 331,894
Commercial Mortgage Loans 799,980 795,599 790,649
Commercial Lease Financing 1,151,467 1,093,422 902,994
Residential Mortgage Loans 2,356,189 2,150,626 2,012,444
Consumer Loans 2,531,929 2,600,169 2,948,016
Consumer Lease Financing 1,932,270 1,933,412 1,741,295
Unearned Income (455,239) (448,159) (371,789)
Reserve for Credit Losses (191,434) (187,278) (183,876)
----------- ----------- -----------
Total Loans and Leases 12,532,663 12,327,514 12,082,476
Bank Premises and Equipment 233,162 231,389 223,288
Accrued Income Receivable 167,099 182,854 157,197
Other Assets 576,670 553,051 592,318
----------- ----------- -----------
TOTAL ASSETS $20,694,518 20,548,998 19,855,498
=========== =========== ===========
LIABILITIES
Deposits
Demand $2,411,174 2,495,839 1,815,797
Interest Checking 2,047,585 1,957,895 1,706,472
Savings 2,011,961 1,940,897 1,801,923
Money Market 1,239,792 1,462,794 1,652,197
Other Time 5,303,328 5,597,729 5,607,214
Certificates - $100,000 and Ove 769,400 786,787 918,127
Foreign Office 189,407 132,715 1,222,171
----------- ----------- -----------
Total Deposits 13,972,647 14,374,656 14,723,901
Federal Funds Borrowed 1,570,905 1,420,694 867,757
Short-Term Bank Notes 780,000 806,000 524,993
Other Short-Term Borrowings 1,325,243 1,038,738 1,081,762
Accrued Taxes, Interest
and Expenses 410,309 374,304 311,467
Other Liabilities 174,052 112,820 112,298
Long-Term Debt 457,834 277,661 282,594
----------- ----------- -----------
TOTAL LIABILITIES 18,690,990 18,404,873 17,904,772
STOCKHOLDERS' EQUITY
Common Stock (c) 352,627 235,090 234,793
Capital Surplus 511,781 525,038 521,022
Retained Earnings 1,376,565 1,367,653 1,256,555
Unrealized Gains (Losses) on
Securities Available for Sale 17,427 16,598 (61,644)
Treasury Stock (254,872) (254)--
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY 2,003,528 2,144,125 1,950,726
----------- ----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $20,694,518 20,548,998 19,855,498
=========== =========== ===========
(a) Amortized cost: June 30, 1997 - $6,183,767,000, December 31,
1996 - $6,198,346,000 and June 30, 1996 - $6,277,865,000.
(b) Market value: June 30, 1997 - $75,740,000, December 31, 1996 -
$176,798,000 and June 30, 1996 - $114,252,000.
(c) Stated value $2.22 per share; authorized 300,000,000; outstanding
June 30, 1997 - 154,096,732 (excludes 4,744,419 treasury shares),
December 31, 1996 - 105,892,554 (excludes 3,931 treasury shares) and
June 30, 1996 - 105,762,662. The number of shares outstanding at
June 30, 1997 has been adjusted for the three-for-two stock split
effected in the form of a stock dividend paid July 15, 1997.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
($000's)
Three Months Ended June 30,
1997 1996
INTEREST INCOME
Interest and Fees on Loans and Leases $254,459 248,972
Interest on Securities
Taxable 107,921 89,107
Exempt from Income Taxes 3,268 5,364
----------- -----------
Total Interest on Securities 111,189 94,471
Interest on Other Short-Term Investments 631 188
Total Interest Income 366,279 343,631
INTEREST EXPENSE
Interest on Deposits
Interest Checking 12,462 8,413
Savings 16,469 13,839
Money Market 11,180 14,574
Other Time 73,981 77,324
Certificates - $100,000 and Over 10,564 11,975
Foreign Office 7,976 8,588
----------- -----------
Total Interest on Deposits 132,632 134,713
Interest on Federal Funds Borrowed 17,605 18,121
Interest on Short-Term Bank Notes 9,457 2,046
Interest on Other Short-Term Borrowings 14,132 11,395
Interest on Long-Term Debt and Notes 7,638 5,827
----------- -----------
Total Interest Expense 181,464 172,102
----------- -----------
NET INTEREST INCOME 184,815 171,529
Provision for Credit Losses 20,150 18,048
----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES 164,665 153,481
OTHER OPERATING INCOME
Trust Income 22,098 18,672
Service Charges on Deposits 23,678 20,867
Data Processing Income 26,573 21,350
Other Service Charges and Fees 36,142 30,695
Securities Gains 185 167
----------- -----------
Total Other Operating Income 108,676 91,751
OPERATING EXPENSES
Salaries, Wages and Incentives 48,591 48,006
Employee Benefits 10,360 12,007
Equipment Expenses 5,684 5,141
Net Occupancy Expenses 9,031 8,880
Other Operating Expenses 54,131 46,353
----------- -----------
Total Operating Expenses 127,797 120,387
----------- -----------
INCOME BEFORE INCOME TAXES 145,544 124,845
Applicable Income Taxes 49,463 41,596
----------- -----------
NET INCOME $96,081 83,249
=========== ===========
NET INCOME PER SHARE .62 .53
AVERAGE SHARES OUTSTANDING (000'S) 154,222 155,231
CASH DIVIDENDS DECLARED PER SHARE .22 .17 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 dividend
paid July 15, 1997.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
($000's)
Six Months Ended June 30,
1997 1996
INTEREST INCOME
Interest and Fees on Loans and Leases $505,184 488,608
Interest on Securities
Taxable 215,080 166,979
Exempt from Income Taxes 7,642 10,715
----------- -----------
Total Interest on Securities 222,722 177,694
Interest on Other Short-Term Investments 1,118 379
Total Interest Income 729,024 666,681
INTEREST EXPENSE
Interest on Deposits
Interest Checking 24,023 16,163
Savings 32,402 23,336
Money Market 23,147 31,202
Other Time 149,249 150,196
Certificates - $100,000 and Over 20,877 23,080
Foreign Office 12,429 13,014
----------- -----------
Total Interest on Deposits 262,127 256,991
Interest on Federal Funds Borrowed 42,574 33,890
Interest on Short-Term Bank Notes 18,822 7,462
Interest on Other Short-Term Borrowings 26,690 23,025
Interest on Long-Term Debt and Notes 12,680 12,156
----------- -----------
Total Interest Expense 362,893 333,524
----------- -----------
NET INTEREST INCOME 366,131 333,157
Provision for Credit Losses 37,596 27,798
----------- -----------
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES 328,535 305,359
OTHER OPERATING INCOME
Trust Income 42,949 36,457
Service Charges on Deposits 46,111 40,081
Data Processing Income 49,312 40,362
Other Service Charges and Fees 68,007 58,147
Securities Gains 857 372
----------- -----------
Total Other Operating Income 207,236 175,419
OPERATING EXPENSES
Salaries, Wages and Incentives 95,999 93,233
Employee Benefits 20,371 23,615
Equipment Expenses 10,938 10,012
Net Occupancy Expenses 18,368 17,803
Other Operating Expenses 103,096 92,963
----------- -----------
Total Operating Expenses 248,772 237,626
----------- -----------
INCOME BEFORE INCOME TAXES 286,999 243,152
Applicable Income Taxes 96,422 80,763
----------- -----------
NET INCOME $190,577 162,389
=========== ===========
Net Income Per Share (a) 1.23 1.06
Average Shares Outstanding (000's) (a) 155,394 153,200
Cash Dividends Declared Per Share (a) .41 1/3 .34 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 dividend
paid July 15, 1997.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30 ($000'S)
1997 1996
OPERATING ACTIVITIES
Net Income $190,577 162,389
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Provision for Credit Losses 37,596 27,798
Depreciation, Amortization and Accretion 28,807 26,360
Provision for Deferred Income Taxes 14,743 5,436
Realized Securities Gains (3,687) (1,318)
Realized Securities Losses 2,830 946
Proceeds from Sales of Residential
Mortgage Loans Held for Sale 165,708 322,002
Net Gains on Sales of Loans (3,706) (2,514)
Net Increase in Residential Mortgage
Loans Held for Sale (155,383) (410,341)
Net Decrease (Increase) in Accrued
Income Receivable 15,755 (21,127)
Net Increase in Other Assets (34,492) (170,273)
Net Increase in Accrued Taxes,
Interest and Expenses 20,815 25,529
Net Increase (Decrease) in Other Liabilitie 57,979 (9,487)
----------- -----------
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES 337,542 (44,600)
INVESTING ACTIVITIES
Proceeds from Sales of Securities
Available for Sale 660,264 120,996
Proceeds from Calls, Paydowns and Maturities
of Securities Available for Sale 402,723 444,617
Purchases of Securities Available for Sale (1,053,701) (2,047,538)
Proceeds from Calls, Paydowns and Maturities
of Securities Held to Maturity 124,621 155,774
Purchases of Securities Held to Maturity (23,557) (83,479)
Increase in Other Short-Term Investments (6,503) (17,666)
Purchase of Loans in Acquisitions -- (224,313)
Proceeds from Securitization and Sale of
Automobile Loans -- 408,471
Proceeds from Sale of Loans 237,276 --
Net Increase in Loans and Leases (486,640) (1,117,040)
Purchases of Bank Premises and Equipment (16,130) (17,931)
Proceeds from Disposal of Bank Premises
and Equipment 2,747 720
Net Cash Paid in Purchase of Subsidiaries
and Other Acqisitions -- (175,572)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (158,900) (2,552,961)
FINANCING ACTIVITIES
Purchase of Deposits -- 1,921,019
Net Decrease in Core Deposits (441,314) (175,704)
Net Increase in CDs - $100,000 and Over,
including Foreign 39,305 276,667
Net Increase in Federal Funds Borrowed 150,211 314,716
Net Increase (Decrease) in Short-Term
Bank Notes (26,000) 74,993
Net Increase in Other Short-Term Borrowings 286,505 79,308
Proceeds from Issuance of Long-Term Debt
and Notes 200,000 10,125
Repayment of Long-Term Debt (20,000) (10,140)
Payment of Cash Dividends (60,678) (52,706)
Exercise of Stock Options 8,432 5,807
Purchase of Treasury Stock (276,307) (53)
Other (197) (43)
----------- -----------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES (140,043) 2,443,989
INCREASE (DECREASE) IN CASH AND DUE ----------- -----------
FROM BANKS 38,599 (153,572)
CASH AND DUE FROM BANKS AT BEGINNING
OF PERIOD 808,926 628,535
----------- -----------
CASH AND DUE FROM BANKS AT END OF PERIOD $847,525 474,963
=========== ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30 ($000'S)
1997 1996
BALANCE AT JANUARY 1 $2,144,125 1,724,575
Net Income 190,577 162,389
Cash Dividends Declared (1997 - $.41 1/3 Per Share
and 1996 - $.34 2/3 per Share) (a) (63,931) (54,094)
Stock Options Exercised,
Including Treasury Shares Issued 8,432 5,807
Stock Issued in Conversion of Subordinated
Notes -- 143,255
Shares Acquired for Treasury (276,307) (53)
Fractional Shares Issued (197) (36)
Stock Issued in Acquisition and Other -- 45,329
Change in Unrealized Gains/Losses on
Securities Available for Sale 829 (76,446)
----------- -----------
BALANCE AT JUNE 30 $2,003,528 1,950,726
=========== ===========
(a) 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 July 15, 1997.
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 June 30, 1997 and 1996, and the results of
operations for the three and six months ended June 30, 1997 and 1996
and cash flows for the six months ended June 30, 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 six months ended June
30, 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.SFAS No. 130, "Reporting Comprehensive Income" was issued in June,
1997 and is effective for fiscal years beginning after December 15,
1997. The statement requires additional reporting of items that
affect comprehensive income but not net income. Examples of these
items relevant to the Registrant include unrealized gains and losses
on securities. Upon its adoption, this statement will result in
additional financial statement disclosures.
Item 1. Notes to Consolidated Financial Statements (continued)
5. SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information" was issued in June, 1997 and is effective for
fiscal years beginning after December 15, 1997. The statement
requires financial disclosure and descriptive information about
reportable operating segments. Upon its adoption, this statement
will result in additional financial statement disclosures.
6. Residential mortgage loans held for sale, which are valued at
the lower of aggregate cost or market value, were $7,437,000,
$15,756,000 and $13,285,000 at June 30, 1997, December 31, 1996 and
June 30, 1996, respectively.
7. In the first six months of 1997, the Registrant paid
$372,702,000 in interest and $56,500,000 in Federal income taxes.
In the first six months of 1996, the Registrant paid $321,166,000 in
interest and $64,500,000 in Federal income taxes. There were no loan
securitizations during the first six months of 1997. In the first
six months of 1996, the Registrant had noncash investing activities
consisting of the securitization of $574,600,000 of residential
mortgage loans.
8. In May, 1997, the Registrant reached a definitive agreement to
purchase the Ohio branches and deposits of Great Lakes National Bank
Ohio with approximately $130 million in deposits and eight branches
for approximately $11 million. The merger is expected to be
completed in the third quarter of 1997, pending regulatory approval
and will be accounted for as a purchase.
9. On July 25, 1997, the Registrant acquired Suburban
Bancorporation, Inc., a savings and loan holding company with assets
of $220 million, headquarted in Cincinnati, Ohio, for approximately
$32 million. The transaction was accounted for as a purchase.
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.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Results of Operations
The Registrant's net income was $190,577,000 for the first six
months of 1997 and $96,081,000 for the second quarter, up 17% and
15%, respectively, compared to $162,389,000 and $83,249,000 for the
same periods in 1996. Net income per share for the second quarter
was $.62, a 17% increase over last year's $.53 and $1.23 for the
first six months, up 16% over 1996's $1.06.
Total assets were $20.7 billion at quarter end, compared to 1996's
quarter-end assets of $19.9 billion. Return on average assets was
1.90% and return on average equity was 19.6% for the second quarter
of 1997, compared to 1.73% and 17.7%, respectively, for the same
quarter of last year.
The Registrant's net interest income on a fully taxable equivalent
basis for the second quarter of 1997 was $195.3 million, an 8%
increase over the $181.2 million for the same period of 1996. This
increase resulted primarily from a 5% increase in average
interest-earning assets and an increase of 10 basis points in the
net interest margin.
The provision for credit losses was $20.2 million in the second
quarter of 1997 and $18 million in the second quarter of 1996. Net
chargeoffs for the second quarter were .52% of average loans and
leases, compared with .56% for last quarter and .49% for the second
quarter of 1996. Nonperforming assets as a percentage of total
loans, leases and other real estate owned were .37% at June 30, 1997
and .41% at June 30, 1996. The reserve for credit losses as a
percentage of total loans and leases was 1.50% at both June 30, 1997
and June 30, 1996.
Total other operating income, excluding securities gains, increased
to $108.5 million for the second quarter of 1997, an 18% increase
over the second quarter of 1996. Trust income and data processing
income increased 18% and 24%, respectively, over the same period in
1996. Other service charges and fees increased 18% 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 42%, compared to 44.1% for the second quarter
of 1996
Total operating expenses for the quarter increased 6% over the same
period of 1996. Salaries, wages, incentives and employee benefits
remained flat compared to the same period last year and increased 3%
compared to the first quarter of this year. Equipment and net
occupancy expenses increased 5% over 1996 from acquired offices, the
addition of nearly 100 ATM machines and investments to upgrade
processing technology and improve productivity. Other operating
expenses increased 17% over the second quarter of 1996, as
reductions in FDIC premiums were offset by volume-related expenses
from our processing businesses.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
Material Changes in Financial Condition
The material changes that have occurred in the Registrant's financial
condition during 1997 are as follows ($000's):
June 30, Dec. 31,
1997 1996 $ +/- % +/-
Federal Funds Borrowed $ 1,570,905 1,420,694 150,211 10.6
Other Short-Term Borrowings 1,325,243 1,038,738 286,505 27.6
Long-Term Debt 457,834 277,661 180,173 64.9
Stockholders' Equity 2,003,528 2,144,125 (140,597) ( 6.6)
The increase in short-term borrowings and long-term debt is due
primarily to the increase in loans and leases and the repurchase of
5.2 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 June 30, 1997, stockholders' equity was $2.004 billion, compared
to $1.951 billion at June 30, 1996, an increase of $53 million, or
2.7%. Stockholders' equity as a percentage of total assets as of
June 30, 1997 was 9.7%. 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 June 30, 1997 and 1996. At June
30, 1997, the Registrant had a Tier 1 risk-based capital ratio of
11.7%, a total risk-based capital ratio of 14.4% and a leverage
ratio of 9.5%. At June 30, 1996, the Registrant had a Tier 1
risk-based capital ratio of 11.0%, total risk-based capital ratio of
13.8% and a leverage ratio of 9.1%.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (continued)
The registrant repurchased 5.2 million shares during the first six
months of 1997 at an aggregate cost of approximately $276 million
through open market purchases. Under the repurchase plan announced
in December 1996, the Registrant has authorization to continue to
repurchase up to 7.5 million shares (shares have been adjusted for
the three-for-two stock split effected in the form of a stock
dividend paid July 15, 1997).
Item 6. Exhibits and Reports on Form 8-K
1. Exhibit No. 11 - Computation of Consolidated Net Income Per
Share for the Three and Six Months Ended June 30, 1997 and 1996.
2. Form 8-K dated June 17, 1997 relating to the announcement of a
common stock dividend in the form of a three-for-two stock split,
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/ Neal E. Arnold
-------------------------------
Date: August 12, 1997 Neal E. Arnold,
Chief Financial Officer
<TABLE>
EXHIBIT 11
FIFTH THIRD BANCORP
COMPUTATION OF CONSOLIDATED NET INCOME PER SHARE
($000's except per share data)
<CAPTION>
For the Three MonthsFor the Six Months
Ended June 30, Ended June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Income $ 96,081 83,249 190,577 162,389
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding (000's) 154,222 155,231 155,394 153,200
Per share (net income divided by the weighted
average number of shares outstanding) $ 0.62 0.53 1.23 1.06
Net income per common and common equivalent share:
Net income $ 96,081 83,249 190,577 162,389
Add - Interest on 4 1/4% convertible subordinated
notes due 1998, net of applicable income taxes 0 649 0 1,637
Adjusted net income $ 96,081 83,898 190,577 164,026
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes (000's) 156,448 160,022 158,176 158,822
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.61 0.52 1.20 1.03
Net income per common share - assuming full dilution:
Adjusted net income $ 96,081 83,898 190,577 164,026
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes (000's) 156,648 160,022 158,188 158,889
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.61 0.52 1.20 1.03
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000035527
<NAME> FIFTH THIRD BANCORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 847,525
<INT-BEARING-DEPOSITS> 30,052
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0
0
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</TABLE>
