-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Xons+QMKskBp2Ce6D4x5fDS6qV0Dur1c6ZtdOvGcih/vkW5E8YXQSxE6rKYxTKwW 4l06uUgS6s86meFYjWpZ/w== 0000035527-94-000024.txt : 19941104 0000035527-94-000024.hdr.sgml : 19941104 ACCESSION NUMBER: 0000035527-94-000024 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941103 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 310854434 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 94557403 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 10-Q 1 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 September 30, 1994 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 September 30, 1994 was 64,566,812 shares. FIFTH THIRD BANCORP INDEX Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1994 and 1993 and December 31, 1993 3-4 Consolidated Statements of Income - Three Months Ended September 30, 1994 and 1993 5 Consolidated Statements of Income - Nine Months Ended September 30, 1994 and 1993 6 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1994 and 1993 7-8 Consolidated Statements of Changes in Stockholders' Equity - Nine Months Ended September 30, 1994 and 1993 9 Notes to Consolidated Financial Statements 10-11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11-13 Part II. Other Information Item 6. Exhibits 13 2 Fifth Third Bancorp and Subsidiaries Sept. 30, Dec. 31, Sept. 30, Consolidated Balance Sheets 1994 1993 1993 ($000's) (unaudited) (unaudited) ASSETS ----------- ----------- ----------- Cash and Due from Banks $ 587,931 594,892 511,368 Securities Available for Sale (a) 1,091,937 898,074 757,128 Securities Held to Maturity (b) 2,253,727 1,776,394 1,554,642 Other Short-Term Investments 31,053 4,603 68,578 Loans and Leases Commercial Loans 3,033,639 2,685,558 2,694,373 Construction Loans 290,218 342,177 330,230 Commercial Mortgage Loans 738,273 703,282 642,382 Residential Mortgage Loans 471,735 350,306 328,625 Consumer Loans 2,259,846 2,731,214 2,713,821 Commercial Lease Financing 2,370,818 2,090,154 2,018,212 Consumer Lease Financing 1,015,700 819,925 757,367 Unearned Income (198,954) (155,718) (149,100) Reserve for Credit Losses (159,244) (144,537) (141,473) ----------- ----------- ----------- Total Loans and Leases 9,822,031 9,422,361 9,194,437 Bank Premises and Equipment 174,602 163,990 152,277 Accrued Income Receivable 99,513 99,460 85,739 Other Assets 209,759 168,770 166,823 ----------- ----------- ----------- Total Assets $ 14,270,553 13,128,544 12,490,992 =========== =========== =========== LIABILITIES Deposits Demand $ 1,555,687 1,464,931 1,304,634 Interest Checking 1,429,208 1,479,119 1,338,663 Savings 662,401 711,863 669,290 Money Market 1,663,990 1,536,783 1,488,450 Other Time 4,056,431 3,809,437 3,491,602 Certificates - $100,000 and Over 284,746 305,530 330,824 Foreign Office 974,092 169,643 354,628 ----------- ----------- ----------- Total Deposits 10,626,555 9,477,306 8,978,091 Federal Funds Borrowed 339,232 1,031,564 997,385 Short-Term Bank Notes 740,000 -- -- Other Short-Term Borrowings 706,222 660,180 674,978 Accrued Taxes, Interest and Expenses 206,698 191,417 177,911 Other Liabilities 107,740 82,553 78,817 Long-Term Debt 40,408 265,119 255,014 Convertible Subordinated Notes 143,167 142,745 142,601 ----------- ----------- ----------- Total Liabilities 12,910,022 11,850,884 11,304,797 ----------- ----------- ----------- STOCKHOLDERS' EQUITY Common Stock (c) 143,338 142,300 139,183 Capital Surplus 269,099 260,150 221,187 Retained Earnings 985,746 862,785 825,825 Unrealized Gains/(Losses) (37,652) 12,425 -- ----------- ----------- ----------- Total Stockholders' Equity 1,360,531 1,277,660 1,186,195 Total Liabilities and ----------- ----------- ----------- Stockholders' Equity $ 14,270,553 13,128,544 12,490,992 =========== =========== =========== See Notes to Consolidated Financial Statements 3 Fifth Third Bancorp and Subsidiaries Consolidated Balance Sheets (continued) (a) Amortized cost: Sept. 30, 1994 - $1,149,863,000 and Dec. 31, 1993 - $878,963,000. Market value at Sept. 30, 1993 - $774,209,000. (b) Securities Held to Maturity market values: Sept. 30, 1994 - $2,186,688,000, Dec. 31, 1993 - $1,813,913,000 and Sept. 30, 1993 - $1,586,174,000. (c) Stated value $2.22 per share; authorized 100,000,000; outstanding Sept. 30, 1994 - 64,566,812, Dec. 31, 1993 - 64,099,139 and Sept. 30, 1993 - 62,695,063. See Notes to Consolidated Financial Statements. 4 Fifth Third Bancorp and Subsidiaries Three Months Ended Consolidated Statements of Income (unaudited) September 30, ($000's) ----------- ----------- 1994 1993 INTEREST INCOME ----------- ----------- Interest and Fees on Loans and Leases $188,973 169,381 Interest on Securities Taxable 43,747 30,581 Exempt from Income Taxes 4,050 3,409 ----------- ----------- Total Interest on Securities 47,797 33,990 Interest on Other Short-Term Investments 141 72 ----------- ----------- Total Interest Income 236,911 203,443 INTEREST EXPENSE ----------- ----------- Interest on Deposits Interest Checking 6,427 7,169 Savings 3,677 4,164 Money Market 10,444 9,321 Other Time 50,935 42,959 Certificates - $100,000 and Over 2,956 3,780 Foreign Office 7,094 2,283 ----------- ----------- Total Interest on Deposits 81,533 69,676 Interest on Federal Funds Borrowed 6,755 5,518 Interest on Short-Term Bank Notes 8,017 -- Interest on Other Short-Term Borrowings 6,047 5,897 Interest on Long-Term Debt and Notes 3,387 3,852 ----------- ----------- Total Interest Expense 105,739 84,943 ----------- ----------- NET INTEREST INCOME 131,172 118,500 Provision for Credit Losses 7,263 10,369 NET INTEREST INCOME AFTER ----------- ----------- PROVISION FOR CREDIT LOSSES 123,909 108,131 OTHER OPERATING INCOME Trust Income 13,848 13,285 Service Charges on Deposits 16,297 14,946 Data Processing Income 16,544 13,263 Other Service Charges and Fees 16,843 15,432 Securities Gains -- 4,305 ----------- ----------- Total Other Operating Income 63,532 61,231 OPERATING EXPENSES Salaries and Wages 37,615 32,918 Employee Benefits 9,743 9,106 Equipment Expenses 3,965 3,966 Net Occupancy Expenses 6,699 7,069 Other Operating Expenses 36,998 34,512 ----------- ----------- Total Operating Expenses 95,020 87,571 ----------- ----------- INCOME BEFORE INCOME TAXES 92,421 81,791 Applicable Income Taxes 29,577 27,632 ----------- ----------- NET INCOME $62,844 54,159 =========== =========== NET INCOME PER SHARE $ .98 .86 AVERAGE SHARES OUTSTANDING (000's) 64,523 62,676 CASH DIVIDENDS DECLARED PER SHARE $ .31 .27 See Notes to Consolidated Financial Statements. 5 Fifth Third Bancorp and Subsidiaries Nine Months Ended Consolidated Statements of Income (unaudited) September 30, ($000's) ----------- ----------- 1994 1993 INTEREST INCOME ----------- ----------- Interest and Fees on Loans and Leases $540,394 493,036 Interest on Securities Taxable 121,502 104,245 Exempt from Income Taxes 11,292 8,966 ----------- ----------- Total Interest on Securities 132,794 113,211 Interest on Other Short-Term Investments 374 246 ----------- ----------- Total Interest Income 673,562 606,493 INTEREST EXPENSE ----------- ----------- Interest on Deposits Interest Checking 18,664 21,816 Savings 11,093 12,652 Money Market 28,021 28,955 Other Time 141,590 130,039 Certificates - $100,000 and Over 9,626 11,718 Foreign Office 12,781 5,306 ----------- ----------- Total Interest on Deposits 221,775 210,486 Interest on Federal Funds Borrowed 24,977 12,433 Interest on Short-Term Bank Notes 12,344 -- Interest on Other Short-Term Borrowings 17,494 19,652 Interest on Long-Term Debt and Notes 10,655 12,018 ----------- ----------- Total Interest Expense 287,245 254,589 ----------- ----------- NET INTEREST INCOME 386,317 351,904 Provision for Credit Losses 26,401 40,219 NET INTEREST INCOME AFTER ----------- ----------- PROVISION FOR CREDIT LOSSES 359,916 311,685 OTHER OPERATING INCOME Trust Income 41,777 40,106 Service Charges on Deposits 45,489 43,339 Data Processing Income 46,325 37,533 Other Service Charges and Fees 56,128 44,670 Securities Gains 303 5,822 ----------- ----------- Total Other Operating Income 190,022 171,470 OPERATING EXPENSES Salaries and Wages 108,069 95,578 Employee Benefits 28,149 27,680 Equipment Expenses 12,129 11,704 Net Occupancy Expenses 19,822 19,298 Other Operating Expenses 112,938 106,336 ----------- ----------- Total Operating Expenses 281,107 260,596 ----------- ----------- INCOME BEFORE INCOME TAXES 268,831 222,559 Applicable Income Taxes 89,025 70,392 ----------- ----------- NET INCOME $179,806 152,167 =========== =========== NET INCOME PER SHARE $ 2.80 2.43 AVERAGE SHARES OUTSTANDING (000's) 64,310 62,615 CASH DIVIDENDS DECLARED PER SHARE .89 .75 See Notes to Consolidated Financial Statements. 6 Fifth Third Bancorp and Subsidiaries Consolidated Statements of Cash Flows (unaudited) For the Nine Months Ended September 30, ($000's) 1994 1993 - -------------------------------------------------------------------------- Operating Activities - -------------------------------------------------------------------------- Net Income $179,806 152,167 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Provision for Credit Losses 26,401 40,219 Depreciation, Amortization and Accretion 23,574 23,675 Provision for Deferred Income Taxes 27,407 12,039 Realized Securities Gains (555) (7,434) Realized Securities Losses 252 154 Proceeds from Sales of Residential Mortgage Loans Held for Sale 582,311 517,401 Net Gains from Sales of Residential Mortgage Loans Held for Sale (9,723) (9,081) Net Increase in Residential Mortgage Loans Held for Sale (494,797) (559,097) Net Decrease (Increase) in Accrued Income Receivable 765 (1,668) Net Increase in Other Assets (34,328) 17,105 Net Increase in Accrued Taxes, Interest and Expenses 14,186 45,049 Net Increase in Other Liabilities 19,432 (10,363) - -------------------------------------------------------------------------- Net Cash Provided by Operating Activities 334,731 220,166 - -------------------------------------------------------------------------- Investing Activities Proceeds from Sales of Securities Available for Sale 125,842 268,396 Proceeds from Calls, Paydowns and Maturities of Securities Available for Sale 244,011 136,848 Purchases of Securities Available for Sale (555,954) (188,716) Proceeds from Sales of Securities Held to Maturity 62,487 -- Proceeds from Calls, Paydowns and Maturities of Securities Held to Maturity 430,331 719,263 Purchases of Securities Held to Maturity (671,969) (776,231) Net Increase in Other Short-Term Investments (19,916) (65,024) Net Increase in Loans and Leases (813,412)(1,243,220) Purchases of Bank Premises and Equipment (20,251) (33,471) Proceeds from Disposal of Bank Premises and Equipment 836 1,505 Net Cash Paid in Purchase of Subsidiaries (10,012) (5,768) - -------------------------------------------------------------------------- Net Cash Used in Investing Activities (1,228,007)(1,186,418) - -------------------------------------------------------------------------- 7 Fifth Third Bancorp and Subsidiaries Consolidated Statements of Cash Flows (unaudited) For the Nine Months Ended September 30, ($000's) (continued) 1994 1993 - -------------------------------------------------------------------------- Financing Activities Net Increase (Decrease) in Deposits 774,781 370,366 Purchases of Deposits 294,126 159,913 Net Increase (Decrease) in Federal Funds Borrowed (692,332) 530,496 Net Increase in Short-Term Bank Notes 740,000 -- Net Increase (Decrease) in Other Short-Term Borrowings 44,748 (206,238) Proceeds from Issuance of Long-Term Debt -- 170,000 Retirement of Long-Term Debt Assumed in Acquisition (2,402) -- Repayment of Long-Term Debt (225,110) (82,816) Payment of Cash Dividends (52,346) (43,127) Exercise of Stock Options 4,804 3,389 Other 46 (1,249) - -------------------------------------------------------------------------- Net Cash Provided by Financing Activities 886,315 900,734 - -------------------------------------------------------------------------- Decrease in Cash and Due from Banks (6,961) (65,518) Cash and Due from Banks at Beginning of Period 594,892 576,886 - -------------------------------------------------------------------------- Cash and Due from Banks at End of Period $587,931 511,368 ========================================================================== See Notes to Consolidated Financial Statements 8 Fifth Third Bancorp and Subsidiaries Consolidated Statements of Changes In Stockholders' Equity (unaudited) For the Nine Months Ended September 30 ($000's) 1994 1993 ----------- ----------- Balance at January 1: As Originally Reported $ 1,197,646 1,005,165 Of Pooled Acquisition 80,014 71,689 ----------- ----------- Balance at January 1, as Restated 1,277,660 1,076,854 Net Income 179,806 152,167 Cash Dividends Declared: Fifth Third Bancorp (1994 - $.89 Per Share and 1993 - $.75 Per Share) (55,783) (44,966) Pooled Acquisition (1,063) (1,396) Stock Options Exercised, Including Treasury Shares Issued 4,804 3,389 Pre-Merger Transactions of Pooled Acquisition 1,109 147 Stock Issued in Acquisition 4,075 -- Change in Unrealized Gains/Losses on Securities Available for Sale (50,077) -- ----------- ----------- Balance at September 30 $ 1,360,531 1,186,195 =========== =========== See Notes to Consolidated Financial Statements 9 FINANCIAL INFORMATION ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Financial information for all prior periods has been restated for the acquisition of The Cumberland Federal Bancorporation, Inc., which was completed August 26th and accounted for as a pooling of interests. Financial information as of December 31, 1993 has been derived from the audited consolidated financial statements of the Registrant. 2. 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 September 30, 1994 and 1993, and the results of operations for the three and nine months ended September 30, 1994 and 1993 and cash flows for the nine months ended September 30, 1994 and 1993. 3. The results of operations and cash flows for the nine months ended September 30, 1994 and 1993 are not necessarily indicative of the results to be expected for the full year. 4. SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" requires that impaired loans be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or the fair value of the underlying collateral. SFAS No. 114 is effective for fiscal years beginning after December 15, 1994 and, although not yet quantified, the effect on the Consolidated Financial Statements of the Registrant is not expected to be material. 5. To manage interest rate risk during the first quarter of 1994, the Registrant sold $62,280,000 of GNMA Adjustable Rate Mortgage-backed (ARM) securities, which were classified as held to maturity at December 31, 1993, at an immaterial gain. As a result of this sale, the Registrant no longer holds any amount of this sector of securities, nor are future purchases expected. 6. Residential mortgage loans held for sale, which are valued at the lower of aggregate cost or market value, were $28,864,000, $179,389,000 and $66,378,000 at September 30, 1994, December 31, 1993 and September 30, 1993, respectively. 7. In the first nine months of 1994, the Registrant paid $268,899,000 in interest and $60,500,000 in Federal income taxes. In the first nine months of 1993, the Registrant paid $242,883,000 in interest and $56,400,000 in Federal income taxes. In the first nine months of 1994 and 1993, the Registrant had noncash investing activities consisting of the securitization of $351,799,000 and $51,186,000 of residential mortgage loans, respectively. 10 ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 8. On August 26, 1994, the Registrant completed the acquisition of The Cumberland Federal Bancorporation, Inc. (The Cumberland). The merger was effected through the issuance of 2,696,882 shares of the Registrant's common stock and cash in lieu of fractional shares for all of the common stock of The Cumberland. All financial information has been restated to include the operations of The Cumberland as if the transaction had been completed as of the beginning of the earliest period reported. The contribution of The Cumberland to consolidated net interest income, other operating income and net income for the periods prior to the merger was as follows: Six Months Three Months Nine Months Ended Ended Ended ($000's) 6/30/94 9/30/93 9/30/93 ---------- ------------ ----------- Fifth Third Net interest income $236,186 109,491 324,533 Other operating income 116,930 59,095 168,732 Net income 112,175 51,580 144,124 The Cumberland Net interest income $18,959 9,009 27,371 Other operating income 9,560 2,136 2,738 Net income 4,787 2,579 8,043 9. In May 1994, the Registrant reached a definitive agreement to acquire Mutual Federal Savings Bank of Miamisburg, a Stock Savings Bank with approximately $85 million in assets. This merger is expected to be completed in the first quarter of 1995, pending regulatory and shareholder approvals. 10. Certain prior year's data has been reclassified to conform to current presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Registrant's financial condition and results of operations during the periods included in the consolidated financial statements which are a part of this filing. RESULTS OF OPERATIONS The Registrant's net income was $62,844,000 for the third quarter of 1994, compared to $54,159,000 for the same period in 1993. Third quarter earnings per share were $.98, a 14% increase over last year's $.86. Total assets were $14.3 billion at quarter end, compared to 1993's third quarter-end assets of $12.5 billion. For the third quarter of 1994, return on average equity was 18.0% and return on average assets was 1.77%. 11 RESULTS OF OPERATIONS (continued) The Registrant's net interest income on a fully taxable equivalent basis for the third quarter of 1994 was $137.7 million, an 11.4% increase over the $123.6 million realized in the same period of 1993. This increase resulted from a 16.5% increase in average interest earning assets and a decrease of 19 basis points in the net interest margin. The provision for credit losses was $7.3 million in the third quarter of 1994 and $10.4 million in the third quarter of 1993. During 1994, The Cumberland began to increase its reserve for credit losses for the possibility of more aggressive post-merger workout and disposition plans to conform to the Registrant's reserving practices. In September 1994, loans totalling $6.7 million were disposed of, resulting in a chargeoff of $1.2 million, and $3.8 million was provided for additional expected losses on the disposition of certain letter of credit obligations. The portion of the total reserve for credit losses on these letters of credit totalled $8.0 million and $2.7 million at September 30, 1994 and 1993, respectively. Disposal of these letters of credit will return the reserve for credit losses to traditional Registrant levels. The reserve for credit losses as a percentage of loans and leases outstanding was 1.60% at September 30, 1994 and 1.52% at September 30, 1993. Under-performing assets (including loans and leases ninety days past due) as a percent of total loans, leases and other real estate owned were .41% at September 30, 1994 and .56% at September 30, 1993. Total other operating income, excluding securities gains, increased to $63.5 million during the third quarter of 1994, an 11.6% increase over the third quarter of 1993. This growth was led by a 24.7% increase in data processing income compared to the same period in 1993. Combined trust income, service charges on deposits and other service charges and fees increased 7.6% over the same period in 1993. Gains on sales of residential mortgage loans, included in other service charges and fees were $.2 million in the third quarter of 1994 compared to $2.5 million in the same period of 1993. Total operating expenses increased 8.5% during the third quarter over the similar period of 1993. Salaries, wages and employee benefits increased 12.7% over 1993. The number of full-time equivalent employees increased 8.9% (or 462) to 5,668 at September 30, 1994. Equipment and net occupancy expenses decreased 3.4% over 1993, and other operating expenses increased 7.2% over 1993. The overhead ratio (operating expenses divided by the sum of taxable equivalent net interest income and other operating income) was 47.2% for the third quarter 1994 and 47.4% for the third quarter of 1993. 12 MATERIAL CHANGES IN FINANCIAL CONDITION The material changes that have occurred in the Registrant's financial condition during 1994 are as follows ($000's): Sept. 30, Dec. 31, 1994 1993 $ +/- % +/- ---------------------------------------- Securities Available for Sale $ 1,091,937 898,074 193,863 21.6 Securities Held to Maturity 2,253,727 1,776,394 477,333 26.9 Deposits 10,626,555 9,477,306 1,149,249 12.1 Federal Funds Borrowed 339,232 1,031,564 (692,332) (67.1) Short-Term Bank Notes 740,000 -- 740,000 nm Long-Term Debt 40,408 265,119 (224,711) (84.8) The growth in securities available for sale and held to maturity has been funded primarily through growth in total deposits, of which approximately $374.6 million resulted from acquisitions. During the third quarter, a $1 billion short-term bank note facility was established. The notes are offered with maturity dates of less than one year and are uninsured obligations of two of the Registrant's subsidiary banks. Proceeds from bank notes were used primarily to repay federal funds borrowed and long-term debt. On May 20, 1994, the Registrant purchased $294.1 million in deposits as well as the facilities of seven Equitable Savings Bank branches in southern and central Ohio. On June 3, 1994, the Registrant acquired The National Bancorp of Kentucky, Inc., a $90 million, two-bank holding company headquartered in Louisville, Kentucky, in a transaction accounted for as a pooling of interests. The Consolidated Financial Statements have not been restated for this acquisition due to immateriality. As noted previously, on August 26, 1994, the Registrant acquired The Cumberland in a transaction accounted for as a pooling of interests. Financial information for all prior periods has been restated for this acquisition. 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. During the third quarter of 1994, approximately $324 million in residential mortgage loans were securitized resulting in a transfer of the related balances from loans to securities. Liquidity has also been obtained through liabilities such as customer-related core deposits, funds borrowed, certificates of deposit and public funds deposits. 13 LIQUIDITY AND CAPITAL RESOURCES (continued) At September 30, 1994, stockholders' equity was $1.4 billion, compared to $1.2 billion at September 30, 1993, an increase of $174.3 million, or 14.7%. Stockholders' equity as a percentage of total assets as of September 30, 1994 was 9.5%. At September 30, 1994, the Registrant had a Tier 1 risk-based capital ratio of 11.6%, a total risk-based capital ratio of 13.7% and a leverage ratio of 9.6%. At September 30, 1993, the Registrant had a Tier 1 risk-based capital ratio of 11.0%, total risk-based capital ratio of 13.3% and a leverage ratio of 9.3%. PART II. OTHER INFORMATION ITEM 6. EXHIBITS 1. Form 8-K dated August 26, 1994 relating to the acquisition of The Cumberland Federal Bancorporation, Inc. was previously filed and is incorporated in this Form 10-Q by reference. 2. Exhibit No. 11 - Computation of Consolidated Net Income Per Share for the Three and Nine Months Ended September 30, 1994 and 1993. 3. Exhibit No. 27 - Financial Data Schedule for the Nine Months Ended September 30, 1994. 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: November 3, 1994 P. Michael Brumm, Senior Vice President and CFO 14 EX-11 2 EXHIBIT 11 FIFTH THIRD BANCORP COMPUTATION OF CONSOLIDATED NET INCOME PER SHARE ($000's except per share data)
For the Three Months For the Nine Months Ended Sept. 30, Ended Sept. 30, 1994 1993 1994 1993 ------ ------ ------ ------ Net Income $ 62,844 54,159 $ 179,806 152,167 ======== ======== ======== ======== Net income per common share - assuming no dilution: Weighted average number of shares outstanding 64,523 62,676 64,310 62,615 ======== ======== ======== ======== Per share (net income divided by the weighted average number of shares outstanding) $ 0.98 0.86 $ 2.80 2.43 ======== ======== ======== ======== Net income per common and common equivalent share: Net income $ 62,844 54,159 $ 179,806 152,167 Add - Interest on 4 1/4% convertible subordinated notes due 1998, net of applicable income taxes 1,083 1,087 3,250 3,303 -------- -------- -------- -------- Adjusted net income $ 63,927 55,246 $ 183,056 155,470 ======== ======== ======== ======== Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes 67,062 65,344 66,865 65,323 ======== ======== ======== ======== Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $ 0.96 0.85 $ 2.74 2.38 ======== ======== ======== ======== Net income per common share - assuming full dilution: Adjusted net income $ 63,927 55,246 $ 183,056 155,470 ======== ======== ======== ======== Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes 67,063 65,344 66,872 65,323 ======== ======== ======== ======== Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $ 0.96 0.85 $ 2.74 2.38 ======== ======== ======== ========
EX-27 3
9 1,000 9-MOS DEC-31-1994 SEP-30-1994 587,931 1,065 29,988 0 1,091,937 2,253,727 2,186,688 9,981,275 159,244 14,270,553 10,626,555 1,785,454 314,438 183,575 143,388 0 0 1,217,193 14,270,553 540,394 132,794 374 673,562 221,775 287,245 386,317 26,401 303 281,107 268,831 179,806 0 0 179,806 2.74 2.74 7.20 16,919 10,197 417 0 144,537 23,530 10,961 159,244 0 0 159,244 In accordance with Article 10 of Regulation S-X, the tagged information is not required for interim financial statements.
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