-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UuuLNIvWgExjAIQeW1CLc87RR18ksQrRV88HXd+EKlpf15sYiU0Chtc3ybuCBvnX c0b36FvI8IHy+sUmv7oRvQ== 0000035527-97-000002.txt : 19970515 0000035527-97-000002.hdr.sgml : 19970515 ACCESSION NUMBER: 0000035527-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIFTH THIRD BANCORP CENTRAL INDEX KEY: 0000035527 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [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: 97604810 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER 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 March 31, 1997 Commission File Number 0-8076 FIFTH THIRD BANCORP (Exact name of Registrant as specified in its charter) Ohio 31-0854434 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) Fifth Third Center Cincinnati, Ohio 45263 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (513)579-5300 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The number of shares outstanding of the Registrant's Common Stock, without par value, as of March 31, 1997 was 102,848,617 shares. FIFTH THIRD BANCORP INDEX Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1997 and 1996 and December 31, 1996 3 Consolidated Statements of Income - Three Months Ended March 31, 1997 and 1996 4 Consolidated Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996 5 Consolidated Statements of Changes in Stockholders' Equity - Three Months Ended March 31, 1997 and 1996 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 11 FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ($000's) MARCH 31, December 31, March 31, 1997 1996 1996 (UNAUDITED) (unaudited) ASSETS Cash and Due from Banks $506,720 808,926 470,337 Securities Available for Sale (a) 6,465,434 6,223,881 5,436,077 Securities Held to Maturity (b) 88,119 176,804 185,987 Other Short-Term Investments 32,641 44,579 20,756 Loans and Leases Commercial Loans 4,102,127 4,013,785 3,787,480 Construction Loans 375,093 375,938 320,563 Commercial Mortgage Loans 794,602 795,599 795,161 Commercial Lease Financing 1,092,127 1,093,422 842,975 Residential Mortgage Loans 2,076,292 2,150,626 2,300,654 Consumer Loans 2,533,339 2,600,169 2,802,889 Consumer Lease Financing 1,910,198 1,933,412 1,599,593 Unearned Income (446,292) (448,159) (345,055) Reserve for Credit Losses (187,343) (187,278) (181,006) ------------ ------------ ------------ Total Loans and Leases 12,250,143 12,327,514 11,923,254 Bank Premises and Equipment 233,163 231,389 219,669 Accrued Income Receivable 162,036 182,854 146,375 Other Assets 437,441 553,051 467,420 ------------ ------------ ------------ TOTAL ASSETS $20,175,697 20,548,998 18,869,875 ============ ============ ============ LIABILITIES Deposits Demand $2,039,309 2,495,839 1,719,231 Interest Checking 2,002,915 1,957,895 1,702,051 Savings 1,999,459 1,940,897 1,640,958 Money Market 1,430,396 1,462,794 1,916,008 Other Time 5,520,254 5,597,729 5,679,503 Certificates - $100,000 and Over 802,097 786,787 884,491 Foreign Office 128,086 132,715 167,056 ------------ ------------ ------------ Total Deposits 13,922,516 14,374,656 13,709,298 Federal Funds Borrowed 1,512,613 1,420,694 1,140,755 Short-Term Bank Notes 705,000 806,000 350,000 Other Short-Term Borrowings 1,184,792 1,038,738 964,968 Accrued Taxes, Interest and Expenses 387,143 374,304 346,814 Other Liabilities 90,995 112,820 135,570 Long-Term Debt 457,747 277,661 287,381 Convertible Subordinated Notes 0 0 142,322 ------------ ------------ ------------ TOTAL LIABILITIES 18,260,806 18,404,873 17,077,108 STOCKHOLDERS' EQUITY Common Stock (c) 235,090 235,090 227,089 Capital Surplus 519,230 525,038 383,080 Retained Earnings 1,432,190 1,367,653 1,200,807 Unrealized Gains (Losses) on Securities Available for Sale (26,978) 16,598 (18,209) Treasury Stock (244,641) (254) 0 ------------ ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 1,914,891 2,144,125 1,792,767 ------------ ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $20,175,697 20,548,998 18,869,875 ============ ============ ============ (a) Amortized cost: March 31, 1997 - $6,506,939,000, December 31, 1996 - $6,198,346,000 and March 31, 1996 - $5,465,091,000. (b) Market value: March 31, 1997 - $88,119,000, December 31, 1996 - $176,798,000 and March 31, 1996 - $185,987,000. (c) Stated value $2.22 per share; authorized 300,000,000; outstanding March 31, 1997-102,848,617 (EXCLUDES 3,047,869 TREASURY SHARES), December 31, 1996 - 105,892,554 (excludes 3,931 treasury shares) and March 31, 1996 - 102,292,666. SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ($000's) Three Months Ended March 31, 1997 1996 INTEREST INCOME Interest and Fees on Loans and Leases $250,725 239,636 Interest on Securities Taxable 107,159 77,872 Exempt from Income Taxes 4,374 5,351 ------------ ------------ Total Interest on Securities 111,533 83,223 Interest on Other Short-Term Investments 487 191 Total Interest Income 362,745 323,050 INTEREST EXPENSE Interest on Deposits Interest Checking 11,561 7,750 Savings 15,933 9,497 Money Market 11,967 16,628 Other Time 75,268 72,872 Certificates - $100,000 and Over 10,313 11,105 Foreign Office 4,453 4,426 ------------ ------------ Total Interest on Deposits 129,495 122,278 Interest on Federal Funds Borrowed 24,969 15,769 Interest on Short-Term Bank Notes 9,365 5,416 Interest on Other Short-Term Borrowings 12,558 11,630 Interest on Long-Term Debt and Notes 5,042 6,329 ------------ ------------ Total Interest Expense 181,429 161,422 ------------ ------------ NET INTEREST INCOME 181,316 161,628 Provision for Credit Losses 17,446 9,750 ------------ ------------ NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 163,870 151,878 OTHER OPERATING INCOME Trust Income 20,851 17,785 Service Charges on Deposits 22,433 19,214 Data Processing Income 22,739 19,012 Other Service Charges and Fees 31,865 27,452 Securities Gains 672 205 ------------ ------------ Total Other Operating Income 98,560 83,668 OPERATING EXPENSES Salaries, Wages and Incentives 47,408 45,227 Employee Benefits 10,011 11,608 Equipment Expenses 5,254 4,871 Net Occupancy Expenses 9,337 8,923 Other Operating Expenses 48,965 46,610 ------------ ------------ Total Operating Expenses 120,975 117,239 ------------ ------------ INCOME BEFORE INCOME TAXES 141,455 118,307 Applicable Income Taxes 46,959 39,167 ------------ ------------ NET INCOME $94,496 79,140 ============ ============ NET INCOME PER SHARE $0.91 0.79 AVERAGE SHARES OUTSTANDING (000's) 104,386 100,780 CASH DIVIDENDS DECLARED PER SHARE $0.29 0.26 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH, 31 ($000's) 1997 1996 OPERATING ACTIVITIES Net Income $94,496 79,140 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Credit Losses 17,446 9,750 Depreciation, Amortization and Accretion 15,231 12,286 Provision for Deferred Income Taxes 4,174 4,468 Realized Securities Gains (1,848) (220) Realized Securities Losses 1,176 15 Proceeds from Sales of Residential Mortgage Loans Held for Sale 78,311 126,681 Net Gains on Sales of Loans (2,626) (2,162) Increase in Residential Mortgage Loans Held (71,138) (191,660) Net Decrease (Increase) in Accrued Income Receivable 20,818 (10,305) Net Decrease (Increase) in Other Assets 110,158 (40,135) Net Increase in Accrued Taxes, Interest and Expenses 32,129 39,456 Net Increase (Decrease) in Other Liabilities (21,067) 14,687 ------------ ------------ NET CASH PROVIDED BY OPERATING ACTIVITIES 277,260 42,001 INVESTING ACTIVITIES Proceeds from Sales of Securities Available for Sale 435,221 11,512 Proceeds from Calls, Paydowns and Maturities of Securities Available for Sale 186,563 195,638 Purchases of Securities Available for Sale (933,877) (1,357,493) Proceeds from Calls, Paydowns and Maturities of Securities Held to Maturity 96,264 38,361 Purchases of Securities Held to Maturity (7,579) (37,801) Decrease (Increase) in Other Short-Term Investments 11,938 (10,446) Purchase of Loans in Acquisitions 0 (224,313) Proceeds from Securitization and Sale of Automobile Loans 0 408,471 Proceeds from Sale of Loans 237,276 0 Net Increase in Loans and Leases (181,898) (479,726) Purchases of Bank Premises and Equipment (7,840) (7,673) Proceeds from Disposal of Bank Premises and Equipment 545 96 Net Cash Paid in Purchase of Subsidiaries and Other Acquisitions 0 (175,572) ------------ ------------ NET CASH USED IN INVESTING ACTIVITIES (163,387) (1,638,946) FINANCING ACTIVITIES Purchase of Deposits 1,921,019 Net Decrease in Core Deposits (462,821) (101,556) Net Increase (Decrease) in CDs - $100,000 and Over, including Foreign 10,681 (812,084) Net Increase in Federal Funds Borrowed 91,919 587,714 Net Decrease in Short-Term Bank Notes (101,000) (100,000) Net Increase (Decrease) in Other Short-Term Borrowings 146,054 (37,486) Proceeds from Issuance of Long-Term Debt and Notes 200,000 10,000 Repayment of Long-Term Debt (20,000) (5,000) Payment of Cash Dividends (30,718) (26,110) Exercise of Stock Options 3,762 3,353 Purchase of Treasury Stock (253,956) 0 Other 0 (1,103) ------------ ------------ NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (416,079) 1,438,747 ------------ ------------ DECREASE IN CASH AND DUE FROM BANKS (302,206) (158,198) CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 808,926 628,535 ------------ ------------ CASH AND DUE FROM BANKS AT END OF PERIOD $506,720 470,337 ============ ============ SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31 ($000's) 1997 1996 BALANCE AT JANUARY 1 $2,144,125 1,724,575 Net Income 94,496 79,140 Cash Dividends Declared (1997 - $.29 Per Share and 1996 - $.26 per Share) (29,960) (26,596) Stock Options Exercised, Including Treasury Shares Issued 3,762 3,353 Stock Issued in Conversion of Subordinated Notes 0 1,028 Shares Acquired for Treasury (253,956) (53) Fractional Shares Issued 0 (36) Stock Issued in Acquisition 0 44,367 Change in Unrealized Gains/Losses on Securities Available for Sale (43,576) (33,011) ------------ ------------ BALANCE AT MARCH 31 $1,914,891 1,792,767 ============ ============ SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. FINANCIAL INFORMATION ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. In the opinion of management, the unaudited consolidated financial statements include all adjustments (which consist of only normal, recurring accruals) necessary to present fairly the consolidated financial position as of March 31, 1997 and 1996, and the results of operations and cash flows for the three months ended March 31, 1997 and 1996. In accordance with generally accepted accounting principles for interim financial information, these statements do not include all of the information and footnotes required by generally accepted accounting principles for complete annual financial statements. Financial information as of December 31, 1996 has been derived from the audited consolidated financial statements of the Registrant. The results of operations and cash flows for the three months ended March 31, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 1996, included in the Registrant's Annual Report on Form 10-K. 2. The Registrant adopted Statement of Financial Accounting Standards (SFAS) No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," effective January 1, 1997. The standard provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. The adoption of SFAS No. 125 did not have a material effect on the Consolidated Financial Statements. 3. SFAS No. 128, "Earnings Per Share" was issued in February, 1997 and is effective for financial periods ending after December 15, 1997. Earlier application is not permitted. The statement requires dual presentation of basic and diluted earnings per share on the face of the income statement and provides guidance on other computational changes. Management has determined that earnings per share amounts computed under the new standard will not be materially different from the amounts reported herein. 4. Residential mortgage loans held for sale, which are valued at the lower of aggregate cost or market value, were $9,509,000, $15,756,000 and $37,949,000 at March 31, 1997, December 31, 1996 and March 31, 1996, respectively. 5. In the first three months of 1997, the Registrant paid $192,683,000 in interest and no Federal income taxes. In the first three months of 1996, the Registrant paid $152,586,000 in interest and $3,500,000 in Federal income taxes. There were no loan securitizations during the first three months of 1997. In the first three months of 1996, the Registrant had noncash investing activities consisting of the securitization of $90,600,000 of residential mortgage loans. ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. In March, 1997, the Registrant reached a definitive agreement to acquire Suburban Bancorporation, Inc. a savings and loan holding company with approximately $200 million in assets. The merger is expected to be completed in the third quarter of 1997, pending regulatory and shareholder approvals and will be accounted for as a purchase as such term is used under generally accepted accounting principles. 7. Certain prior year's data has been reclassified to conform to current presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors which have affected the Registrant's financial condition and results of operations during the periods included in the consolidated financial statements which are a part of this filing. RESULTS OF OPERATIONS The Registrant's net income was $94,496,000 for the first quarter, up 19%, compared to $79,140,000 the same period in 1996. Net income per share for the first quarter was $.91, a 15% increase over last year's $.79. Total assets were $20.2 billion at quarter end, compared to 1996's first quarter assets of $18.9 billion. For the first quarter of 1997, return on average equity was 18.7 percent and return on average assets was 1.88 percent. The Registrant's net interest income on a fully taxable equivalent basis for the first quarter of 1997 was $192.2 million, a 12% increase over the $171 million for the same period of 1996. This increase resulted primarily from a 12% increase in average interest-earning assets and an increase of 3 basis points in the net interest margin. Loan and lease origination volumes remained strong but, as in prior quarters, growth in outstandings is affected considerably by sales and securitizations. Average commercial loan and lease outstandings were up 12%, led by commercial leases, up 31%. Installment loan comparisons to the first quarter of last year are affected by the securitization and sale, with servicing retained, of over $800 million in auto loans. The Registrant also sold or securitized $1.4 billion in residential mortgage loans since the first quarter of 1996, which affected growth in outstandings and contributed in part to the increase in investment securities. Consumer lease balances rose 18% over the same period of last year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The net provision for credit losses was $17.4 million in the first quarter of 1997 and $9.8 million in the first quarter of 1996. Net chargeoffs for the first quarter were .56% of average loans and leases, compared with .40% for the first quarter of 1996. Nonperforming assets as a percentage of total loans, leases and other real estate owned were .36% at March 31, 1997 and .33% at March 31, 1996. The reserve for credit losses as a percentage of total loans and leases was 1.51% at March 31, 1997 and 1.50% at March 31, 1996. Total other operating income, excluding securities gains, increased to $97.9 million for the first quarter of 1997, a 17% increase over the first quarter of 1996. Trust income and data processing income increased 17% and 20%, respectively, over the same period in 1996. Other service charges and fees increased 16% over the same period last year which includes increased fees from consumer lending. The overhead ratio (operating expenses divided by the sum of taxable equivalent net interest income and other operating income) for the quarter improved to 41.6%, compared to 46.0% for the first quarter of 1996 Total operating expenses for the quarter increased 3% over the same period of 1996. Salaries, wages, incentives and employee benefits increased 1% as the number of full-time equivalent employees decreased 3 percent (or 219) over the same period in 1996 to 6,457 at March 31, 1997, demonstrating the successful integration of several large acquisitions in 1996. Salaries, wages, incentives and employee benefits increased 5% over last quarter, as the fourth quarter expenses were affected by routine, year-end adjustments to accruals and reserves. Equipment and net occupancy expenses increased 6% over 1996 from acquired offices, the addition of 86 ATM machines and investments to upgrade processing technology and improve productivity. Other operating expenses increased 5 percent over the first quarter of 1996, as reductions in FDIC premiums were offset by intangible amortization and volume-related expenses from our processing businesses. MATERIAL CHANGES IN FINANCIAL CONDITION The material changes that have occurred in the Registrant's financial condition during 1997 are as follows ($000's): Mar. 31, Dec. 31, 1997 1996 $ +/- % +/- Cash and Due from Banks $ 506,720 808,926 (302,206) (37.4) Core Deposits 2,039,309 2,495,839 (456,530) (18.3) Long-Term Debt 457,747 277,661 180,086 64.9 Stockholders' Equity 1,914,891 2,144,125 (229,234) (10.7) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) The decline in both cash and due from banks and stockholders' equity is due primarily to reductions in core deposits and the repurchase of 3.1 million shares of common stock under the Registrant's stock repurchase plan. During the first quarter, the Registrant, through its wholly owned Fifth Third Capital Trust I, a Delaware statutory business trust (the Trust), issued $200 million of 8.136% Capital Securities. These securities, representing Junior Subordinate Deferrable Interest Debentures, are classified as long-term debt in the Consolidated Balance Sheet and qualify as Tier 1 regulatory capital. LIQUIDITY AND CAPITAL RESOURCES The maintenance of an adequate level of liquidity is necessary to ensure that sufficient funds are available to meet customers' loan demand and deposit withdrawals. The banking subsidiaries' liquidity sources consist of short-term marketable securities, maturing loans and federal funds loaned and selected securitizable loan assets. Liquidity has also been obtained through liabilities such as customer-related core deposits, funds borrowed, certificates of deposit and public funds deposits. At March 31, 1997, stockholders' equity was $1.915 billion, compared to $1.793 billion at March 31, 1996, an increase of $122 million, or 6.8%. Stockholders' equity as a percentage of total assets as of March 31, 1997 was 9.5%. The Federal Reserve Board has adopted risk-based capital guidelines which assign risk weightings to assets and off-balance sheet items and also define and set minimum capital requirements (risk-based capital ratios). The guidelines also define "well capitalized" ratios of Tier 1, total capital and leverage as 6%, 10% and 5%, respectively. The Registrant exceeded these "well capitalized" ratios at March 31, 1997 and 1996. At March 31, 1997, the Registrant had a Tier 1 risk- based capital ratio of 11.6%, a total risk-based capital ratio of 14.3% and a leverage ratio of 9.2%. At March 31, 1996, the Registrant had a Tier 1 risk-based capital ratio of 10.2%, total risk-based capital ratio of 13.2% and a leverage ratio of 9.5%. The Registrant repurchased 3.1 million shares during the first quarter of 1997 at an aggregate cost of approximately $254 million through open market purchases. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On March 18, 1997, the Registrant held its Annual Meeting of Stockholders for which the Board of Directors solicited proxies. At the Annual Meeting, the stockholders adopted all the proposals stated in the Proxy Statement dated February 7, 1997, which is incorporated herein by reference. The proposals voted on and approved by the stockholders are as follows: 1. The election of seven (7) Class II Directors to serve until the Annual Meeting of Stockholders in 2000. 2. Approval of the proposal to amend the Amended 1990 Stock Option Plan which provides that the aggregate number of shares of Common Stock which may be issued under the Plan shall be increased by 2.5 million shares by a vote of 84,252,211 for, 8,796,536 against and 890,026 abstaining. 3. Approval of the appointment of the firm of Deloitte & Touche LLP to serve as independent auditors for the Registrant for the year 1997 by a vote of 85,753,553 for, 820,900 against and 422,931 abstaining. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share for the Three Months Ended March 31, 1997 and 1996. 2. Form 8-K dated March 20, 1997 relating to the issuance of Fifth Third Capital Trust I's $200,000,000 8.136% Capital Securities, Series A, was previously filed and is incorporated in this Form 10-Q by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIFTH THIRD BANCORP Registrant /s/ P. Michael Brumm Date: May 9, 1997 P. Michael Brumm, Executive Vice President and CFO 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 Ended March 31, 1997 1996 Net Income $94,496 79,140 ======= ======= Net income per common share - assuming no dilution: Weighted average number of shares outstanding 104,386 100,780 ======= ======= Per share (net income divided by the weighted average number of shares outstanding) $0.91 $0.79 ======= ======= Net income per common and common equivalent share: Net income $94,496 79,140 Add - Interest on 4 1/4% convertible subordinated notes due 1998, net of applicable income taxes 0 988 ------- ------- Adjusted net income $94,496 80,128 ======= ======= Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes (000's) 105,943 105,075 ======= ======= Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $0.89 $0.76 ======= ======= Net income per common share - assuming full dilution: Adjusted net income $94,496 80,128 ======= ======= Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes (000's) 105,944 105,108 ======= ======= Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $0.89 $0.76 ======= ======= EX-27 3
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIFTH THIRD BANCORP'S QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BT REFERNCE TO SUCH FINANCIAL STATEMENTS. 3-MOS DEC-31-1997 MAR-31-1997 506,720 30,836 1,805 0 6,465,434 88,119 88,119 12,437,486 187,343 20,175,697 13,922,516 3,402,405 478,138 457,757 0 0 235,090 1,679,801 20,175,697 250,725 111,533 487 362,745 129,495 181,429 181,316 17,446 672 120,975 141,455 94,496 0 0 94,496 0.89 0.89 4.07 40,149 35,287 95 0 187,278 23,016 5,635 187,343 187,343 0 0
-----END PRIVACY-ENHANCED MESSAGE-----