<PAGE> 1
Exhibit 99
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THE FIFTH THIRD
BANCORP MASTER
PROFIT SHARING PLAN
Financial Statements and Supplemental Schedules
for the Years Ended December 30, 1999 and
December 31, 1998 and Independent Auditors'
Report for Inclusion in the Annual Report (Form
5500) to the Internal Revenue Service
<PAGE> 2
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 30, 1999 AND DECEMBER 31, 1998
--------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of December 30,
1999 and December 31, 1998 2
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 30, 1999 and December 31, 1998 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment Purposes as of December 30, 1999 9-10
Reportable Transactions - Series of Transactions for the Year Ended
December 30, 1999 11
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
Reportable Transactions - Single Transaction
<PAGE> 3
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 (the "Plan") as of
December 30, 1999 and December 31, 1998, 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 auditing standards generally accepted
in the United States of America. 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 30, 1999
and December 31, 1998, and the changes in net assets available for benefits for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.
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 financial statements and, in our opinion, are fairly stated in all
material respects when considered in relation to the basic financial statements
taken as whole.
Deloitte & Touche LLP
Cincinnati, OH
June 16, 2000
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THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1999 AND DECEMBER 31, 1998
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
INVESTMENTS, At fair value (Notes 2,3,4):
Common stock of Fifth Third Bancorp $ 89,284,608 $ 66,323,514
Collective Funds:
Cash equivalents 5,686,989 6,161,413
Fixed income 67,024,815 64,251,504
Equity 199,732,897 160,600,189
Mutual Funds 86,624,054 50,719,582
U.S. Government and agency securities 7,326,602 5,688,562
Participant notes receivable 1,274,448 817,101
------------ ------------
Total investments 456,954,413 354,561,865
ACCRUED INVESTMENT INCOME 389,062 296,168
CONTRIBUTIONS RECEIVABLE FROM
SUBSIDIARIES OF FIFTH THIRD BANCORP 2,300,502 1,734,026
CASH 43,996 13,350
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $459,687,973 $356,605,409
============ ============
</TABLE>
See notes to financial statements.
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THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1999 AND DECEMBER 31, 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ADDITIONS:
Income from investments:
Interest $ 1,078,050 $ 693,997
Dividends 922,713 1,111,903
Net appreciation in fair value of
investments (Note 3) 56,756,101 58,094,738
------------ ------------
Total income from investments 58,756,864 59,900,638
------------ ------------
Contributions from subsidiaries of Fifth Third Bancorp (Note 1) 15,069,038 11,852,942
Contributions from participants (Note 1) 19,046,906 15,783,069
------------ ------------
Total contributions 34,115,944 27,636,011
------------ ------------
Other 91,286
Transfer of plan assets from acquired companies (Note 6) 61,561,792 16,604,739
------------ ------------
Total additions 154,434,600 104,232,674
------------ ------------
DEDUCTIONS:
Benefits paid to participants (Note 1) (51,241,780) (21,593,405)
Other disbursements (110,256) (99,977)
------------ ------------
Total deductions (51,352,036) (21,693,382)
------------ ------------
INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 103,082,564 82,539,292
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 356,605,409 274,066,117
------------ ------------
End of year $459,687,973 $356,605,409
============ ============
</TABLE>
See notes to financial statements.
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<PAGE> 6
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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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. In 1999,
the Plan changed its year end to December 30.
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 profit sharing contribution to the
Plan is an amount determined annually by the Board of Directors of the
Bancorp.
The profit sharing 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.
Bancorp profit sharing 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
Participants are 100% vested in these contributions, subject to limited
forfeiture for competition or dishonesty.
The Plan permits voluntary contributions from participants up to 8% of
their compensation. 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. The Bancorp matches
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participants' voluntary contributions up to a maximum of 4% (6% as of
January 1, 1999) of eligible annual compensation. Participants are
eligible for matching after one year of service according to the following
schedule:
25% match - One year of service, but less than ten years of service
50% match - Ten years of service, but less than twenty years of
service
75% match - Twenty years of service or more
Participants are 100% vested in matching contributions, subject to limited
forfeiture for competition or dishonesty.
Both voluntary contributions and Bancorp matching contributions are
subject to statutory limitations.
TERMINATION - Although it has not expressed its intention to do so, 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 year end for payments to terminated employees, are not recorded
as a liability within the financial statements. Benefits payable as of
December 30, 1999 and December 31, 1998 were $8,015,945 and $6,624,243,
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 investments 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 Fifth Third
Quality Growth Fund and the Fifth Third Mid Cap Fund. In 1994, the Fifth
Third International Equity Fund was established. The addition of these
funds was made to allow Bancorp employees to choose from six investment
options, (Balanced, Conservative, Stock, Quality Growth, Mid Cap, 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.
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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 five 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 1999 and 1998 were 9.50 (prime + 1%) and 8.75% (prime + 1%)
respectively. Principal and interest is paid by the participant through
payroll deductions authorized by the participant.
WITHDRAWALS - Subject to the Plan administrator's sole and absolute
discretion, participants are allowed to withdraw an amount not to exceed
the total amount of that participant's voluntary contributions for
financial hardship purposes.
ADOPTION OF STATEMENT OF POSITION 99-3 - The Plan has adopted Statement of
Position 99-3 "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Disclosure Matters." As a result, the
by-fund disclosure of participant-directed investments and significant
components of the changes in net assets relating to participant-directed
investments has been eliminated.
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 accounting principles generally accepted in the United States of
America 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
30, 1999 and December 31, 1998 are as follows:
<TABLE>
<CAPTION>
FAIR VALUE
--------------------------------
1999 1998
<S> <C> <C>
Fifth Third Bank Common Stock Fund for Employee
Benefit Plans $147,452,418 $121,542,903
Fifth Third Bank Fixed Income Fund for Employee
Benefit Plans 67,024,815 64,251,504
Fifth Third Bank Middle Capitalization Fund for Employee
Benefit Plans 52,280,479 39,057,286
Fifth Third International Equity Fund 41,584,811 26,258,785
Fifth Third Quality Growth Fund 32,456,567 15,581,588
Fifth Third Bancorp common stock 89,284,608 66,323,514
</TABLE>
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<PAGE> 9
The following table represents the net appreciation in fair value of
investments for the Plan for the years ended:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 31,
1999 1998
<S> <C> <C>
Net appreciation in fair value of investments:
Common stock of Fifth Third Bancorp $ 5,154,576 $15,271,331
Collective funds - fixed income and equity 37,108,502 35,965,834
Mutual funds 14,673,288 6,799,332
U.S. Government, agency securities and other (180,265) 58,241
----------- -----------
Total $56,756,101 $58,094,738
=========== ===========
</TABLE>
4. NONPARTICIPANT - DIRECTED INVESTMENTS
The Balanced Fund is considered to be nonparticipant-directed because the
Company's discretionary match in 1999 and 1998 was made in the Balanced
Fund and the employee and employer amounts have not been separately
determined.
Information about the net assets and the significant components of the
changes in net assets relating to the Balanced Fund is as follows:
<TABLE>
<CAPTION>
DECEMBER 30, DECEMBER 31,
1999 1998
<S> <C> <C>
Net assets - Balanced Fund $335,649,434 $280,704,196
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 30, DECEMBER 31,
1999 1998
<S> <C> <C>
Changes in net assets of Balanced Fund:
Contributions $ 14,683,051 $ 13,169,830
Income from investments 45,567,666 47,273,902
Transfer of Plan assets from acquired companies 35,841,814 16,604,739
Distributions to participants (35,964,175) (16,425,322)
Other -- 91,286
Interfund transfer (5,183,118) (999,633)
------------ ------------
Total changes in net assets of Balanced Fund $ 54,945,238 $ 59,714,802
============ ============
</TABLE>
5. TRANSACTIONS WITH RELATED PARTIES
The Fifth Third Bank provides the Plan with certain accounting and
administrative services for which no fees are charged.
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At December 30, 1999 and December 31, 1998, the Plan held 1,216,826 and
930,034 shares of Fifth Third Bancorp common stock, respectively, with
fair values of $89,284,608 and $66,323,514, respectively (see Note 1).
6. PLAN ASSETS FROM ACQUIRED COMPANIES
During 1998, approximately $16,605,000 was transferred to the Plan as a
result of the acquisition of The Ohio Company.
During 1999, approximately $61,562,000 was transferred to the Plan as a
result of the acquisition of Citfed Bancorp, Inc., State Savings Company,
and The Ohio Company in prior years.
* * * * * *
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SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 30, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION COST MARKET
BALANCED FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
<S> <C> <C> <C>
266,751 Fifth Third Banksafe Trust $ 266,751 $ 266,751
------------ ------------
COLLECTIVE FUNDS - FIXED INCOME:
Fifth Third Bank Fixed Income Fund
1,461,975 for Employee Benefit Plans 47,046,969 61,329,851
------------ ------------
COLLECTIVE FUNDS - EQUITY:
Fifth Third Bank Common Stock Fund
384,351 for Employee Benefit Plans 46,091,644 147,452,418
Fifth Third Bank Middle Capitalization Fund
564,828 for Employee Benefit Plans 27,372,539 52,280,479
------------ ------------
Total Collective Funds - Equity 73,464,183 199,732,897
------------ ------------
475,650 COMMON STOCK - Fifth Third Bancorp 10,489,077 34,900,819
------------ ------------
2,665,399 MUTUAL FUNDS - Fifth Third International Equity Fund 29,970,328 37,235,626
------------ ------------
Total Balanced Fund 161,237,308 333,465,944
------------ ------------
</TABLE>
(Continued)
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SUPPLEMENTAL
SCHEDULE
THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 30, 1999 (CONTINUED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAR VALUE/
NO. OF CURRENT
SHARES ASSET DESCRIPTION MARKET
CONSERVATIVE FUND
COLLECTIVE FUNDS - CASH EQUIVALENTS:
<S> <C> <C>
393,159 Fifth Third Banksafe Trust $ 393,159
4,838,050 Fifth Third Bank Stable Value Fund for Employee Benefit Plans 4,838,050
------------
Total Collective Funds - Cash Equivalents 5,231,209
------------
COLLECTIVE FUNDS - FIXED INCOME:
135,756 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 5,694,964
------------
BONDS:
500,000 U.S. Treasury Note, 5.5%, due April 15, 2000 500,000
500,000 U.S. Treasury Note, 5.5%, due December 31, 2000 497,030
600,000 U.S. Treasury Note, 5.625%, due February 28, 2001 596,436
400,000 U.S. Treasury Note, 6.375%, due March 31, 2001 400,876
500,000 U.S. Treasury Note, 6.25%, due April 30, 2001 500,470
500,000 U.S. Treasury Note, 5.875%, due November 30, 2001 496,875
500,000 U.S. Treasury Note, 5.875%, due February 15, 2000 500,315
400,000 U.S. Treasury Note, 5.5%, due January 31, 2003 390,500
500,000 U.S. Treasury Note, 5.75%, due April 30, 2003 490,780
600,000 U.S. Treasury Note, 5.625%, due May 15, 2001 595,500
600,000 U.S. Treasury Note, 5.25%, due August 15, 2003 578,250
600,000 U.S. Treasury Note, 5.125%, due August 31, 2003 596,814
1,200,000 U.S. Treasury Note, 4.625%, due December 31, 2000 1,182,756
------------
Total Bonds 7,326,602
------------
Total Conservative Fund 18,252,775
------------
STOCK FUND:
189,029 Collective Funds - Cash Equivalents - Fifth Third Banksafe Trust 189,029
741,176 Common Stock - Fifth Third Bancorp 54,383,789
------------
Total Stock Fund 54,572,818
------------
QUALITY GROWTH FUND:
1,281,855 Mutual Funds - Fifth Third Quality Growth Fund 32,456,567
------------
Total Quality Growth Fund 32,456,567
------------
MIDDLE CAPITALIZATION FUND:
741,466 Mutual Funds - Fifth Third Middle Capitalization Fund 12,582,676
------------
Total Middle Capitalization Fund 12,582,676
------------
INTERNATIONAL EQUITY FUND:
311,323 Mutual Funds - Fifth Third International Equity Fund 4,349,185
------------
Total International Equity Fund 4,349,185
------------
LOAN FUND:
Participant Notes Receivable (Interest Rate 8.75%) 1,274,448
------------
Total Loan Fund 1,274,448
------------
TOTAL $456,954,413
============
</TABLE>
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FIFTH THIRD BANCORP MASTER
PROFIT SHARING PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS - SERIES OF TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 30, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF PURCHASE SELLING NET
TRANSACTIONS PRICE PRICE COST GAIN
<S> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS: 12 $8,845,318 $ 9,423,520 $9,423,520 $ --
Balanced Fund - Fifth Third Banksafe Trust
(7 purchases, 5 sales)
Balanced Fund - Fifth Third Bank Common 9 9,099,391 13,126,250 4,229,139 8,897,111
Stock Fund for Employee Benefits Plans
(3 purchase, 6 sales)
</TABLE>
(A) "Reportable Transactions" are as defined in Section 2520.103-6 of the
Department of Labor's Rules and Regulations.
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