<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _________________ to __________________
Commission file number 0-08076
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
38 Fountain Square Plaza, Cincinnati, Ohio 45263
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
FIFTH THIRD BANCORP
38 Fountain Square Plaza, Cincinnati, Ohio 45263
<PAGE> 2
FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits and financial statements are filed as part of this annual
report:
Exhibit 23 Independent Auditors' Consent
Exhibit 99 Financial Statements and Supplemental Schedules
of The Fifth Third Bancorp Master Profit Sharing
Plan for the years ended December 31, 1997 and
1996
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
The Fifth Third Bank Pension and Profit Sharing Committee has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
THE FIFTH THIRD BANCORP
MASTER PROFIT SHARING PLAN
Date: June 30, 1998 By: /s/ MICHAEL K. KEATING
-----------------------
Michael K. Keating
Member, Pension and Profit Sharing Committee
<PAGE> 3
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-55553 of Fifth Third Bancorp on Form S-8 of our report dated May 29,
1998, appearing in this Annual Report on Form 11-K of The Fifth Third Bancorp
Master Profit Sharing Plan for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
Cincinnati, Ohio
June 29, 1998
<PAGE> 4
--------------------------------------------------------
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
Financial Statements and Supplemental Schedules for the
Years Ended December 31, 1997 and 1996 and Independent
Auditors' Report for Inclusion in the Annual Report
(Form 5500) to the Internal Revenue Service
<PAGE> 5
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
INDEX TO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 31, 1997 and 1996 2
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 1997 and 1996 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes - Item 27(a) as of December 31, 1997 10-11
Reportable Transactions - Item 27(d) for the Year Ended December 31, 1997 12
SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental
schedules are omitted because of the absence of conditions under which they are required:
Assets Acquired and Disposed Within the Plan Year
Party-in-Interest Transactions
Obligations in Default
Leases in Default
</TABLE>
<PAGE> 6
INDEPENDENT AUDITORS' REPORT
Fifth Third Bancorp and the Trustees of The Fifth Third Bancorp Master Profit
Sharing Plan:
We have audited the accompanying statements of net assets available for benefits
of The Fifth Third Bancorp Master Profit Sharing Plan (Plan) as of December 31,
1997 and 1996, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1997
and 1996, and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in the audit of
the basic 1997 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic 1997 financial
statements taken as whole.
May 29, 1998
<PAGE> 7
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
INVESTMENTS, At fair value (Notes 2,3,4):
Common stock of Fifth Third Bancorp $ 45,906,059 $ 16,977,161
Collective Funds:
Cash equivalents 4,449,284 8,125,381
Fixed income 64,590,008 61,644,860
Equity 117,245,802 95,417,751
Mutual Funds 32,458,896 27,867,239
U.S. Government and agency securities 5,996,851
Participant notes receivable 491,893 40,626
------------- -------------
Total investments 271,138,793 210,073,018
ACCRUED INVESTMENT INCOME 265,610 92,597
CONTRIBUTIONS RECEIVABLE FROM
SUBSIDIARIES OF FIFTH THIRD BANCORP 2,660,736 -
CONTRIBUTIONS RECEIVABLE FROM PARTICIPANTS - 222,029
CASH (OVERDRAFT) 978 (4,038)
OTHER LIABILITY (Note 4) - (1,004,143)
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 274,066,117 $ 209,379,463
============= =============
</TABLE>
See notes to financial statements.
-2-
<PAGE> 8
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ADDITIONS:
Income from investments:
Interest $ 659,602 $ 617,557
Dividends 1,401,101 1,698,824
Net appreciation in fair value of
investments (Note 3) 59,438,703 24,049,358
------------- -------------
Total income from investments 61,499,406 26,365,739
------------- -------------
Contributions from subsidiaries of Fifth Third Bancorp-
(net of participants' elective cash payments of $0 and
$2,862,969 in 1997 and 1996, respectively (Note 1) 11,252,504 17,895,857
Contributions from participants (Note 1) 6,946,111 5,755,052
------------- -------------
Total contributions 18,198,615 23,650,909
------------- -------------
Other 115,586
Transfer of plan assets from acquired banks (Note 5) 2,577,473 3,176,920
------------- -------------
Total additions 82,391,080 53,193,568
------------- -------------
DEDUCTIONS:
Benefits paid to participants (Note 1) (17,591,057) (14,656,636)
Other disbursements (113,369) (93,761)
------------- -------------
Total deductions (17,704,426) (14,750,397)
------------- -------------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 64,686,654 38,443,171
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 209,379,463 170,936,292
------------- -------------
End of year $ 274,066,117 $ 209,379,463
============= =============
</TABLE>
See notes to financial statements.
-3-
<PAGE> 9
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of The Fifth Third Bancorp Master Profit
Sharing Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan agreement for more complete
information.
GENERAL - The Plan is a defined contribution profit sharing plan with
separate accounts maintained for each participant. Each regular employee
of a participating Fifth Third Bancorp ("Bancorp") subsidiary, if employed
before November 1, 1996, automatically became a participant on the first
payroll date after becoming an employee. Employees whose employment
commenced on or after November 1, 1996 shall become participants after one
year of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The original Plan became
effective December 31, 1954 and was last amended in its entirety effective
November 1, 1996. As a result of this amendment, modifications to vesting,
funding, and contributions became effective on January 1, 1997.
ADMINISTRATION - The Fifth Third Bank, a wholly-owned subsidiary of
Bancorp, serves as the trustee of the Plan. The investment assets of the
Plan are held in separate trust funds by Fifth Third Investment Advisors
where such assets are managed.
FUNDING AND VESTING - The Bancorp's contribution to the Plan is an amount
determined annually by the Board of Directors of the Bancorp.
The contribution by the Bancorp and any nonvested balances remaining in
the accounts of participants who terminate their employment are allocated
to participants in the proportion that the compensation of each
participant bears to the compensation of all participants for the Plan
year.
Gains and losses under the Plan, including income from investments and
changes in the market value of investments, are allocated to participants
in proportion to their respective interests in the Plan as of the
preceding valuation date, reduced by any payments to retired participants
made during the period.
During 1996, participants could elect to receive up to 50% of their
allocation of Bancorp contributions in cash (elective cash payments)
rather than having it credited to their account. Elective cash payments
totaled $2,862,969 for the year ended December 31, 1996 and have been
excluded from contributions and benefits paid in the accompanying
statements of changes in net assets available for benefits. Elective cash
options were frozen on December 31, 1996 and this option was eliminated.
For the 1996 Plan year, the elective portion of Bancorp contributions
credited to participants accounts is vested immediately. The remaining
portion of Bancorp contributions, under the frozen vesting account, become
vested 30% after three full years of participation, an additional 10%
after the fourth year, and an additional 20% each year thereafter until
fully vested.
-4-
<PAGE> 10
For the 1997 Plan year, Bancorp contributions, as a percentage of annual
salary, are allocated to eligible employees according to the following
schedule:
0% - Less than one year of service
25% - One year of service, but less than two years of service
50% - Two years of service, but less than three years of service
75% - Three years of service, but less than four years of service
100% - Four years of service or more
Employees are 100% vested in these contributions.
The Plan permits voluntary contributions from participants up to 8% of
their compensation, subject to statutory limitations. Such contributions
are credited directly to the participants' accounts and are fully vested.
Contributions may be allocated to the available investment options at the
discretion of the participant.
TERMINATION - Although it has not expressed its intention to do so, the
Fifth Third Bank has the right under the Plan to discontinue the
contributions of any participating Bancorp subsidiary at any time and to
amend or terminate the Plan subject to the provisions set forth in ERISA.
If the Plan were to be terminated, the value of the proportionate interest
of each participant would be determined as of the date of termination, and
this amount would be fully vested and nonforfeitable.
BENEFITS - The Plan provides for payment of normal retirement benefits of
accumulated vested amounts upon reaching age 65 and has provisions for
early withdrawals of vested benefits in instances of early retirement,
disability, death, termination of employment, and financial hardship.
Benefits are generally payable in the form of lump-sum payments or
periodic payments.
BENEFITS PAYABLE - Benefits payable, consisting of amounts owed but not
paid as of December 31 for payments to terminated employees, are not
recorded as a liability within the financial statements. Benefits payable
as of December 31, 1997 and 1996 were $2,119,798 and $1,009,252,
respectively.
TAX STATUS - The Internal Revenue Service has determined and informed the
Bancorp by a letter dated September 18, 1997, that the Plan and related
trust are designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated
in compliance with the applicable requirements of the IRC. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
INVESTMENT OPTIONS - The Balanced Fund is the basic investment option
which is offered to participants. The Balanced Fund contains investments
in collective funds invested in money market accounts, equity securities,
guaranteed investment contracts, mutual funds and other fixed income
securities. The Plan also allows the common stock of Fifth Third Bancorp
as an investment option within the Balanced Fund for all participants.
Participants who are age 50 and older or become permanently disabled may
elect, within specified time periods, to invest their accounts in a
Conservative Fund which contains investments in U.S. Government
Securities, and collective funds invested in money market accounts,
guaranteed investment contracts, U.S. Government Securities and other
fixed income securities. In 1990, a fund was established to hold the
assets of the merged First Ohio Bancshares Profit Sharing Plan. This Stock
Fund contains investments in money market accounts and Fifth Third Bancorp
common stock. In 1993, two new funds were established, the Fountain Square
Quality Growth Fund and the Fountain Square Mid Cap Fund. In 1994, the
Fountain Square International Equity Fund was established. The addition of
these funds was made to allow Bancorp employees to choose from six
investment options, (Balanced, Conservative, Quality Growth, Mid Cap,
-5-
<PAGE> 11
Stock, and International Equity) with their contributions. The Quality
Growth, Mid Cap and International Equity funds are mutual funds. During
1996, the Participant Loan Fund was established.
PARTICIPANT NOTES RECEIVABLE - Effective as of November 1, 1996,
participants may borrow from certain of their fund accounts a minimum of
$1,000 up to the lesser of $50,000 or 50% of the nonforfeitable portion of
their account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participant Loan Fund. Each loan,
by its terms, is required to be repaid within 5 years. The loans are
secured by the balance in the participant's account and bear interest at a
rate equal to the rate charged by the Bank on a similar loan as determined
quarterly by the plan administrator. Interest rates on loans originated
during 1997 were 9.50% (prime + 1%). Principal and interest is paid by the
participant through payroll deductions authorized by the participant.
-6-
<PAGE> 12
The following summarizes the activity and balances of the Plan's seven funds:
<TABLE>
<CAPTION>
BALANCED CONSERVATIVE STOCK QUALITY
FUND FUND FUND GROWTH FUND
<S> <C> <C> <C> <C>
Net assets available for benefits
at December 31, 1995 $ 142,098,572 $ 17,342,847 $ 5,454,727 $ 2,335,729
Income from investments 22,516,870 750,245 1,737,601 679,346
Contributions 20,403,218 (261,328) 1,013,867 1,040,602
Benefits paid to participants
and other disbursements (9,553,775) (1,834,159) (2,513,426) (324,362)
Interfund transfers (2,115,984) 1,002,308 291,347 431,354
Transfers of plan assets
from acquired banks 876,058 33,430 2,007,503 124,686
------------- ------------ ------------ -----------
Net assets available for benefits
at December 31, 1996 174,224,959 17,033,343 7,991,619 4,287,355
Income from investments 48,132,674 961,374 8,979,065 1,835,994
Contributions 10,619,044 775,104 3,562,515 1,671,613
Other 115,586
Benefits paid to participants
and other disbursements (12,333,280) (3,083,323) (946,140) (669,417)
Interfund transfers (1,003,133) (1,000,300) 701,914 1,260,416
Transfers of plan assets
from acquired banks 1,349,130 65,161 402,557 403,428
------------- ------------ ------------ -----------
Net assets available for benefits
at December 31, 1997 $ 220,989,394 $ 14,866,945 $ 20,691,530 $ 8,789,389
============= ============ ============ ===========
</TABLE>
<TABLE>
<CAPTION>
MID CAP INTERNATIONAL PARTICIPANT
FUND EQUITY FUND LOAN FUNDS TOTAL
<S> <C> <C> <C> <C>
Net assets available for benefits
at December 31, 1995 $ 2,736,380 $ 968,037 $ 170,936,292
Income from investments 591,162 90,506 $ 9 26,365,739
Contributions 1,055,039 399,511 23,650,909
Benefits paid to participants
and other disbursements (403,052) (121,623) (14,750,397)
Interfund transfers 282,100 68,258 40,617
Transfers of plan assets
from acquired banks 86,932 48,311 3,176,920
----------- ----------- --------- -------------
Net assets available for benefits
at December 31, 1996 4,348,561 1,453,000 40,626 209,379,463
Income from investments 1,477,761 106,425 6,113 61,499,406
Contributions 1,074,852 495,487 18,198,615
Other 115,586
Benefits paid to participants
and other disbursements (524,881) (147,385) (17,704,426)
Interfund transfers (208,786) (195,265) 445,154
Transfers of plan assets
from acquired banks 237,829 119,368 2,577,473
----------- ----------- --------- -------------
Net assets available for benefits
at December 31, 1997 $ 6,405,336 $ 1,831,630 $ 491,893 $ 274,066,117
=========== =========== ========= =============
</TABLE>
-7-
<PAGE> 13
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the
Plan:
GENERAL - The accounting records of the Plan are maintained on the accrual
basis of accounting.
VALUATION OF INVESTMENTS - Quoted market prices are used to value equity
securities and mutual funds. The fair values of bonds are based on yields
currently available on comparable securities of issuers with similar
credit ratings. The fair value of collective funds is based on the fair
market value of investments in the fund.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
3. INVESTMENTS
Investments representing more than five percent of net assets at December
31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
-------------------------------
1997 1996
<S> <C> <C>
Fifth Third Bank Common Stock Fund for Employee
Benefit Plans $ 87,923,276 $ 69,529,914
Fifth Third Bank Fixed Income Fund for Employee
Benefit Plans 64,590,008 47,132,399
Fifth Third Bank Middle Capitalization Fund for Employee
Benefit Plans 29,322,527 25,887,838
Fountain Square International Equity Fund 17,264,986 19,318,107
Fifth Third Bancorp common stock 45,906,059 16,977,161
U.S. Government Securities Fund for Employee Benefit Plans - 14,512,461
G.I.C. Fund for Employee Benefit Plans 3,763,050 6,836,055
</TABLE>
The following table represents the net appreciation in fair value of
investments for the Plan for the years ended December 31:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Net appreciation in fair value of investments:
Common stock of Fifth Third Bancorp $ 19,910,653 $ 3,656,131
Collective funds - fixed income and equity 28,529,553 19,251,106
Mutual funds 10,985,623 1,142,121
U.S. Government and agency securities 12,874
------------ ------------
Total $ 59,438,703 $ 24,049,358
============ ============
</TABLE>
4. TRANSACTIONS WITH RELATED PARTIES
The Fifth Third Bank provides the Plan with certain accounting and
administrative services for which no fees are charged.
-8-
<PAGE> 14
At December 31, 1997 and 1996, the Plan held 561,542 and 405,421 shares of
Fifth Third Bancorp common stock, respectively, with fair values of
$45,906,059 and $16,977,161, respectively (see Note 1).
During 1996, the Bancorp made a mistaken contribution to the Plan in the
amount of $1,004,143 due to an error in computation. As authorized by
ERISA Section 403(c)(2)(A) and the governing plan documents, this amount
was refunded by the Plan to the Bancorp in 1997 and is shown as a
liability at December 31, 1996.
5. PLAN ASSETS FROM ACQUIRED BANKS
During 1997, approximately $2,577,000 was transferred to the Plan as a
result of the previous acquisition of 1st Nationwide Bank. During 1996,
approximately $3,177,000 was transferred to the Plan as a result of the
previous acquisitions of Cumberland Federal Bancorporation, Inc. and
certain branches of NBD.
* * * * * *
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<PAGE> 15
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a)
AS OF DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
<S> <C> <C> <C>
BALANCED FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
605,662 Fifth Third Banksafe Trust $ 605,662 $ 605,662
------------ ------------
COLLECTIVE FUNDS - FIXED INCOME:
1,529,821 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 44,024,169 59,617,124
------------ ------------
COLLECTIVE FUNDS - EQUITY:
376,078 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 33,023,420 87,923,276
387,659 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 12,334,713 29,322,527
------------ ------------
Total Collective Funds - Equity 45,358,133 117,245,803
------------ ------------
317,100 COMMON STOCK - Fifth Third Bancorp 10,489,077 25,922,925
------------ ------------
1,486,861 MUTUAL FUNDS - Fountain Square International Equity Fund 14,946,000 15,433,613
------------ ------------
Total Balanced Fund 115,423,041 218,825,127
------------ ------------
</TABLE>
-10-
<PAGE> 16
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a)
AS OF DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
<S> <C> <C> <C>
CONSERVATIVE FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
3,763,050 GIC Fund for Employee Benefit Plans $ 3,763,050 $ 3,763,050
------------ -------------
COLLECTIVE FUNDS - FIXED INCOME:
127,608 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 3,541,921 4,972,884
------------ -------------
BONDS:
500,000 Tennessee Valley Authority, 1993 Series B, 5.125%, due March 4, 1998 497,799 499,530
500,000 U.S. Treasury Note, 5.5%, due April 15, 2000 487,916 498,125
1,700,000 U.S. Treasury Note, 5.0%, due January 31, 1999 1,694,431 1,688,321
500,000 U.S. Treasury Note, 5.875%, due August 15, 1998 500,742 500,780
400,000 U.S. Treasury Note, 5.5%, due November 15, 1998 402,000 399,376
400,000 U.S. Treasury Note, 5.0%, due February 15, 1998 400,187 397,124
500,000 U.S. Treasury Note, 6.25%, due April 30, 2001 507,188 507,815
500,000 U.S. Treasury Note, 5.875%, due November 30, 2001 502,892 502,345
500,000 U.S. Treasury Note, 5.875%, due February 15, 2000 501,484 502,030
500,000 U.S. Treasury Note, 5.875%, due July 31, 1999 499,395 501,405
------------ -------------
Total Bonds 5,994,034 5,996,851
------------ -------------
Total Conservative Fund 13,299,005 14,732,785
------------ -------------
STOCK FUND
80,572 COLLECTIVE FUNDS - CASH EQUIVALENTS - Fifth Third Banksafe Trust 80,572 80,572
244,442 COMMON STOCK - Fifth Third Bancorp 6,650,434 19,983,134
------------ -------------
Total Stock Fund 6,731,006 20,063,706
------------ -------------
QUALITY GROWTH FUND
485,038 MUTUAL FUNDS - Fountain Square Quality Growth Fund 6,992,563 8,788,889
------------ -------------
Total Quality Growth Fund 6,992,563 8,788,889
------------ -------------
MIDDLE CAPITALIZATION FUND
387,010 MUTUAL FUNDS - Fountain Square Middle Capitalization Fund 5,086,625 6,405,020
------------ -------------
Total Middle Capitalization Fund 5,086,625 6,405,020
------------ -------------
INTERNATIONAL EQUITY FUND
176,433 MUTUAL FUNDS - Fountain Square International Equity Fund 1,841,990 1,831,373
------------ -------------
Total International Equity Fund 1,841,990 1,831,373
------------ -------------
LOAN FUND
PARTICIPANT NOTES RECEIVABLE (interest rate 9.50%) 491,893
-------------
Total Loan Fund 491,893
-------------
TOTAL $ 271,138,793
=============
</TABLE>
-11-
<PAGE> 17
SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
REPORTABLE TRANSACTIONS* - ITEM 27(d)
FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE AGGREGATE
PURCHASE SELLING COST OF AGGREGATE
DESCRIPTION OF ASSET PRICE PRICE ASSETS SOLD GAIN/(LOSS)
<S> <C> <C> <C> <C>
SERIES OF TRANSACTIONS:
Fifth Third Bank Fixed Income Fund for Employee Benefit Plans $ 13,724,875 $ 1,302,256 $ 951,016 $ 351,240
Number of transactions 6 4
Fifth Third Banksafe Trust 10,268,501 10,871,592 10,871,592
Number of transactions 15 21
SINGLE TRANSACTIONS:
None
</TABLE>
* A reportable transaction is any transaction during the plan year, with
respect to any plan asset, involving an amount in excess of 5% of the fair
value of net plan assets at the beginning of the plan year. This schedule
includes security transactions that are a part of a series of transactions
involving securities of the same issue during the plan year, where the
aggregate amount involved in the transactions exceeds 5% of the current
value of net plan assets at the beginning of the plan year.
-12-
