-----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, EpBTAcsw8JHI50w6fPvS3X/hsE6gLemaRD8/+7g8BWvfgH5wlvUiPf/NeGUNIJBb v+Y7+S00tszVspt9nuZ/XA== 0000035527-96-000009.txt : 19960513 0000035527-96-000009.hdr.sgml : 19960513 ACCESSION NUMBER: 0000035527-96-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 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: 96559853 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, 1996 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, 1996 was 102,292,666 shares. FIFTH THIRD BANCORP INDEX Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets - March 31, 1996 and 1995 and December 31, 1995 Consolidated Statements of Income - Three Months Ended March 31, 1996 and 1995 Consolidated Statements of Cash Flows - Three Months Ended March 31, 1996 and 1995 Consolidated Statements of Changes in Stockholders' Equity - Three Months Ended March 31, 1996 and 1995 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits Fifth Third Bancorp and Subsidiaries Mar. 31, Dec. 31, Mar. 31, Consolidated Balance Sheets 1996 1995 1995 ($000's) (unaudited) (unaudited) ASSETS ----------- ----------- ----------- Cash and Due from Banks $ 470,337 628,535 603,430 Securities Available for Sale (a) 5,436,077 4,151,178 1,216,986 Securities Held to Maturity (b) 185,987 187,091 2,592,523 Other Short-Term Investments 20,756 6,822 133,742 Loans and Leases Commercial Loans 3,787,480 3,584,124 3,256,010 Construction Loans 320,563 312,098 296,538 Commercial Mortgage Loans 795,161 794,267 730,046 Commercial Lease Financing 842,975 830,644 582,666 Residential Mortgage Loans 2,300,654 1,974,911 2,462,574 Consumer Loans 2,802,889 3,062,697 2,423,900 Consumer Lease Financing 1,599,593 1,457,929 1,230,855 Unearned Income (345,055) (326,027) (253,974) Reserve for Credit Losses (181,006) (177,388) (161,466) ----------- ----------- ----------- Total Loans and Leases 11,923,254 11,513,255 10,567,149 Bank Premises and Equipment 219,669 195,990 178,568 Accrued Income Receivable 146,375 133,998 118,739 Other Assets 467,420 236,014 192,643 ----------- ----------- ----------- Total Assets $ 18,869,875 17,052,883 15,603,780 =========== =========== =========== LIABILITIES Deposits Demand $ 1,719,231 1,827,837 1,398,857 Interest Checking 1,702,051 1,558,506 1,392,355 Savings 1,640,958 795,799 624,704 Money Market 1,916,008 1,920,871 1,705,697 Other Time 5,679,503 4,621,401 4,030,546 Certificates - $100,000 and Over 884,491 704,968 509,524 Foreign Office 167,056 1,056,398 1,482,552 ----------- ----------- ----------- Total Deposits 13,709,298 12,485,780 11,144,235 Federal Funds Borrowed 1,140,755 553,041 728,215 Short-Term Bank Notes 350,000 450,000 955,000 Other Short-Term Borrowings 964,968 1,002,454 776,212 Accrued Taxes, Interest and Expenses 346,814 315,026 249,851 Other Liabilities 135,570 96,611 97,728 Long-Term Debt 287,381 281,996 30,410 Convertible Subordinated Notes 142,322 143,400 143,439 ----------- ----------- ----------- Total Liabilities 17,077,108 15,328,308 14,125,090 ----------- ----------- ----------- STOCKHOLDERS' EQUITY Common Stock (c) 227,089 222,939 217,117 Capital Surplus 383,080 338,555 213,838 Retained Earnings 1,200,807 1,148,279 1,073,636 Unrealized Losses (18,209) 14,802 (25,901) ----------- ----------- ----------- Total Stockholders' Equity 1,792,767 1,724,575 1,478,690 Total Liabilities and ----------- ----------- ----------- Stockholders' Equity $ 18,869,875 17,052,883 15,603,780 =========== =========== =========== See Notes to Consolidated Financial Statements Fifth Third Bancorp and Subsidiaries Consolidated Balance Sheets (continued) (a) Amortized cost: Mar. 31, 1996 - $5,465,091,000, Dec. 31, 1995 - $4,129,405,000 and Mar. 31, 1995 - $1,256,834,000. (b) Market value: Mar. 31, 1996 - $185,987,000, Dec. 31, 1995 - $187,091,000 and Mar. 31, 1995 - $2,549,877,000. (c) Stated value $2.22 per share; authorized 300,000,000; outstanding Mar. 31, 1996 - 102,292,666, Dec. 31, 1995 - 100,422,996 and Mar. 31, 1995 - 97,800,362. The number of shares outstanding at Dec. 31, 1995 and Mar. 31, 1995 have been adjusted for the three-for-two stock split effected in the form of a stock dividend paid January 12, 1996. See Notes to Consolidated Financial Statements. Fifth Third Bancorp and Subsidiaries Three Months Ended Consolidated Statements of Income (unaudited) March 31, ($000's) ----------------------- 1996 1995 ----------- ----------- Interest and Fees on Loans and Leases $239,636 209,105 Interest on Securities Taxable 77,872 54,082 Exempt from Income Taxes 5,351 5,521 ----------- ----------- Total Interest on Securities 83,223 59,603 Interest on Other Short-Term Investments 191 444 ----------- ----------- Total Interest Income 323,050 269,152 INTEREST EXPENSE ----------- ----------- Interest on Deposits Interest Checking 7,750 6,858 Savings 9,497 3,256 Money Market 16,628 13,655 Other Time 72,872 53,488 Certificates - $100,000 and Over 11,105 4,605 Foreign Office 4,426 17,869 ----------- ----------- Total Interest on Deposits 122,278 99,731 Interest on Federal Funds Borrowed 15,769 12,446 Interest on Short-Term Bank Notes 5,416 12,208 Interest on Other Short-Term Borrowings 11,630 9,004 Interest on Long-Term Debt and Notes 6,329 2,038 ----------- ----------- Total Interest Expense 161,422 135,427 ----------- ----------- NET INTEREST INCOME 161,628 133,725 Provision for Credit Losses 9,750 9,574 NET INTEREST INCOME AFTER ----------- ----------- PROVISION FOR CREDIT LOSSES 151,878 124,151 OTHER OPERATING INCOME Trust Income 17,785 14,533 Service Charges on Deposits 19,214 15,429 Data Processing Income 19,012 16,587 Other Service Charges and Fees 27,452 23,802 Securities Gains 205 9 ----------- ----------- Total Other Operating Income 83,668 70,360 OPERATING EXPENSES Salaries, Wages and Incentives 45,227 38,132 Employee Benefits 11,608 10,264 Equipment Expenses 4,871 4,086 Net Occupancy Expenses 8,923 6,863 Other Operating Expenses 46,610 35,846 ----------- ----------- Total Operating Expenses 117,239 95,191 ----------- ----------- INCOME BEFORE INCOME TAXES 118,307 99,320 Applicable Income Taxes 39,167 33,202 ----------- ----------- NET INCOME $79,140 66,118 =========== =========== NET INCOME PER SHARE (a) $ .79 .68 AVERAGE SHARES OUTSTANDING (000's) (a) 100,780 97,611 CASH DIVIDENDS DECLARED PER SHARE (a) $ .26 .23 1/3 See Notes to Consolidated Financial Statements. Fifth Third Bancorp and Subsidiaries Consolidated Statements of Cash Flows (unaudited) For the Three Months Ended March 31, ($000's) 1996 1995 - --------------------------------------------------------------------------- Operating Activities - --------------------------------------------------------------------------- Net Income $79,140 66,118 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Provision for Credit Losses 9,750 9,574 Depreciation, Amortization and Accretion 12,286 3,699 Provision for Deferred Income Taxes 4,468 6,796 Realized Securities Gains (220) (9) Realized Securities Losses 15 -- Proceeds from Sales of Residential Mortgage Loans Held for Sale 126,681 15,256 Net Gains from Sales of Loans (2,162) (154) Net Increase in Residential Mortgage Loans Held for Sale (191,660) (15,331) Net Increase in Accrued Income Receivable (10,305) (4,116) Net Increase in Other Assets (40,135) (11,811) Net Increase in Accrued Taxes, Interest and Expenses 39,456 35,073 Net Increase (Decrease) in Other Liabilities 14,687 (7,272) - --------------------------------------------------------------------------- Net Cash Provided by Operating Activities 42,001 97,823 - --------------------------------------------------------------------------- Investing Activities Proceeds from Sales of Securities Available for Sale 11,512 1,958 Proceeds from Calls, Paydowns and Maturities of Securities Available for Sale 195,638 21,469 Purchases of Securities Available for Sale (1,357,493) (60,738) Proceeds from Calls, Paydowns and Maturities of Securities Held to Maturity 38,361 94,907 Purchases of Securities Held to Maturity (37,801) (161,524) Net Increase in Other Short-Term Investments (10,446) (109,977) Purchase of Loans in Acquisitions (224,313) -- Sales of Loans 408,471 -- Net Increase in Loans and Leases (479,726) (404,202) Purchases of Bank Premises and Equipment (7,673) (6,521) Proceeds from Disposal of Bank Premises and Equipment 96 759 Net Cash Acquired (Paid) in Purchase of Subsidiaries (175,572) 587 - --------------------------------------------------------------------------- Net Cash Used in Investing Activities (1,638,946) (623,282) - --------------------------------------------------------------------------- Fifth Third Bancorp and Subsidiaries Consolidated Statements of Cash Flows (unaudited) For the Three Months Ended March 31, ($000's) (continued) 1996 1995 - --------------------------------------------------------------------------- Financing Activities Purchase of Deposits 1,921,019 -- Net Increase (Decrease) in Core Deposits (101,556) (260,497) Net Increase (Decrease) in CDs - $100,000 and Over, Including Foreign (812,084) 716,462 Net Increase in Federal Funds Borrowed 587,714 6,903 Net Increase (Decrease) in Short-Term Bank Notes (100,000) 110,005 Net Decrease in Other Short-Term Borrowings (37,486) (114,699) Issuance of Long-Term Debt 10,000 -- Repayment of Long-Term Debt (5,000) (5,000) Payment of Cash Dividends (26,110) (20,060) Exercise of Stock Options 3,353 809 Other (1,103) (43) - --------------------------------------------------------------------------- Net Cash Provided by Financing Activities 1,438,747 433,880 - --------------------------------------------------------------------------- Decrease in Cash and Due from Banks (158,198) (91,579) Cash and Due from Banks at Beginning of Period 628,535 695,009 - --------------------------------------------------------------------------- Cash and Due from Banks at End of Period $470,337 603,430 =========================================================================== 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) 1996 1995 ----------- ----------- Balance at January 1 $ 1,724,575 1,398,774 Net Income 79,140 66,118 Cash Dividends Declared (1996 - $.26 Per Share and 1995 - $.23 1/3 Per Share) (a) (26,596) (22,820) Stock Options Exercised, Including Treasury Shares Issued 3,353 809 Stock Issued in Conversion of Subordinated Notes 1,028 -- Shares Acquired for Treasury (53) (43) Stock Issued in Acquisitions and Other 44,331 13,535 Change in Unrealized Gains/Losses on Securities Available for Sale (33,011) 22,317 ----------- ----------- Balance at March 31 $ 1,792,767 1,478,690 =========== =========== (a) Per share amounts and average shares outstanding have been adjusted for the three-for-two stock split effected in the form of a stock dividend paid January 12, 1996. 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, 1996 and 1995, and the results of operations and cash flows for the three months ended March 31, 1996 and 1995. 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, 1995 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, 1996 and 1995 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, 1995, included in the Registrant's Annual Report on Form 10-K. 2. The Registrant adopted Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," effective January 1, 1996. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. The adoption of SFAS No. 121 did not have a material effect on the Consolidated Financial Statements. 3. The Registrant adopted SFAS No. 123, "Accounting for Stock-Based Compensation," effective January 1, 1996. This statement encourages, but does not require, adoption of a fair-value-based accounting method for employee stock-based compensation arrangements. Management has elected to disclose in the 1996 annual Consolidated Financial Statements pro forma net income and net income per share as if the fair-value-based method had been applied in measuring compensation cost. 4. Residential mortgage loans held for sale, which are valued at the lower of aggregate cost or market value, were $37,949,000, $22,954,000 and $4,397,000 at March 31, 1996, December 31, 1995 and March 31, 1995, respectively. 5. In the first three months of 1996, the Registrant paid $152,586,000 in interest and $3,500,000 in Federal income taxes. In the first three months of 1995, the Registrant paid $137,759,000 in interest and no Federal income taxes. 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. There were no securitizations in the first quarter of 1995. ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. On March 15, 1996, the Registrant acquired Kentucky Enterprise Bancorp, Inc., with assets of $276 million in a stock-for-stock exchange accounted for as a pooling of interests. The Consolidated Financial Statements for prior periods have not been restated due to immateriality. 7. On January 19, 1996, the Registrant purchased the deposits and fixed assets of the 28 offices of 1st Nationwide Bank in the Cleveland, Ohio area for $136 million. On February 23, 1996, the Registrant purchased the deposits, loans and fixed assets of First Chicago NBD Corporation's 25 office Columbus and Dayton, Ohio operations. 8. On April 30, 1996, the Registrant issued notice of redemption, effective May 31, 1996, for its 4 1/4% Convertible Subordinated Notes due 1998 (the "Notes"). The Redemption Date has been fixed as May 31, 1996. Note holders have the option of redeeming their Notes for cash at 101.70% of par, plus accrued interest to May 31, 1996, or converting the Notes into the Registrant's Common Stock on or prior to that date at the conversion price of $42.417 per share of Common Stock. (The conversion price of the Notes has been adjusted for the three-for-two stock split paid January 12, 1996.) Note holders who elect conversion of their Notes to Common Stock will be paid accrued interest to the conversion date. The conversion right expires at the close of business on May 31, 1996. 9. 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 $79,140,000 for the first quarter of 1996, compared to $66,118,000 for the same period in 1995. First quarter earnings per share were $.79, a 16.2% increase over last year's $.68. Total assets were $18.9 billion at quarter end, compared to 1995's first quarter-end assets of $15.6 billion. For the first quarter of 1996, return on average equity was 18.3% and return on average assets was 1.74%. The Registrant's net interest income on a fully taxable equivalent basis for the first quarter of 1996 was $171.0 million, a 21.0% increase over the $141.3 million realized in the same period of 1995. This increase resulted from a 19.2% increase in average interest-earning assets and an increase of 3 basis points in the net interest margin. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) Acquisitions in the first quarter of 1996 added $2 billion in core deposits and $369 million in loans. The resulting liquidity added to securities available for sale will lower net interest margins and return on average assets in the short term. However, management expects margin to improve as loan growth is funded with sales and maturities from securities. Total loans and leases increased 12.8% over last year. Commercial loans and leases were up 17.5%, led by commercial leases, up 44.0%. Installment loan and consumer lease volume remained strong, with $718 million in originations during the quarter, compared to $468 million in the first quarter of 1995. The Registrant completed its first auto loan securitization and sale for $408 million in the first quarter. Securitization provides funding flexibility, expansion capability, improved fee income and capital management. Excluding the effect of this securitization, installment loan and consumer lease outstandings would be up 33% over 1995. The securitization of consumer assets is expected to continue during 1996. Residential mortgage loan volume was also impressive, with over $319 million originated in the first quarter of 1996, compared to $138 million in the same period of 1995. The net provision for credit losses was $9.8 million in the first quarter of 1996 and $9.6 million in the first quarter of 1995. In addition, $5.8 million in reserves were added through acquisitions during the quarter. The reserve for credit losses as a percent of loans and leases outstanding was 1.50% at March 31, 1996 and 1.51% at March 31, 1995. The reserve for credit losses was almost five times the amount of nonperforming assets at March 31, 1996. Nonperforming assets as a percentage of total loans, leases and other real estate owned were .33% at March 31, 1996, and .27% at March 31, 1995. Total other operating income, excluding security gains, increased to $83.5 million for the first quarter of 1996, an 18.6% increase over the first quarter of 1995. Data processing and trust income increased 14.6% and 22.4%, respectively, over the same period in 1995. Other service charges and fees increased 15.3% over the same period last year due largely to increased mortgage banking income, consumer loan fees and cardholder fees. Total operating expenses increased 23.2% over first quarter 1995. Salaries, wages, incentives and employee benefits increased 17.4% due to an 18.6% (or 1,047) increase in the number of full-time equivalent employees (FTEs) to 6,676 at March 31, 1996. One-half of the increase in FTEs is directly due to purchases of branches and entities since March, 1995. Although 550 FTEs were added in acquisitions, over 350 FTEs were eliminated from the pre-acquisition headcount of acquired locations. Equipment and net occupancy increased 26.0% over 1995 due to the net addition of 73 locations from acquisitions and upgrades of equipment to support growth and new data processing technology. Other operating ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) expenses increased 30% primarily because expenses such as marketing, communications, data processing, printing and postage were affected by three large acquisition conversions during the quarter. Bankcard expense, loan and lease expense and other volume-sensitive items were affected by stronger consumer loan and lease volume in the first quarter. Finally, intangible amortization increased from deposit acquisitions, which essentially offset the savings from lower FDIC premiums. Without acquisitions, total operating expenses would have increased 12% over the same period in 1995. We expect expense growth to moderate as these acquisitions are fully assimilated. Although the FDIC lowered the premium for the approximately 70% of the Registrant's deposits insured by the Bank Insurance Fund, the portion of deposits acquired from thrifts over the years remains insured by the Savings Association Insurance Fund (SAIF) of the FDIC and continues to be assessed at 23 cents per $100 of deposits. Congress is considering legislation that could result in a special, one-time assessment on SAIF- insured deposits. If enacted, the assessment could result in a one-time charge which could be offset by lower insurance costs in the future. MATERIAL CHANGES IN FINANCIAL CONDITION The material changes that have occurred in the Registrant's financial condition during 1996 are as follows ($000's): Mar. 31, Dec. 31, 1996 1995 $ +/- % +/- ----------- ---------- --------- ----- Securities Available for Sale $ 5,436,077 4,151,178 1,284,899 31.0 Loans and Leases 12,104,260 11,690,643 413,617 3.5 Other Assets 467,420 236,014 231,406 98.0 Core Deposits 12,657,751 10,724,414 1,933,337 18.0 CDs > $100,000, incl. Foreign 1,051,547 1,761,366 (709,819) (40.3) Federal Funds Borrowed 1,140,755 553,041 587,714 106.3 The growth in securities available for sale was due primarily to the liquidity provided by core deposit acquisitions, which added a total of $2 billion in deposits in the first quarter of 1996. This additional liquidity was also used to repay short-term borrowings and fund the maturity of foreign office deposits. Loan and lease origination volume was strong, offset by securitizations and sales of $624 million in residential mortgage and auto loans. Loan and lease volume was funded primarily through short-term borrowings, including federal funds borrowed. Acquisitions also contributed over $185 million in intangibles (other assets) during the first quarter. 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, 1996, stockholders' equity was $1.793 billion, compared to $1.479 billion at March 31, 1995, an increase of $.314 billion, or 21.2%. Stockholders' equity as a percentage of total assets as of March 31, 1996 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, 1996 and 1995. At March 31, 1996, the Registrant had a Tier 1 risk-based capital ratio of 10.2%, a total risk-based capital ratio of 13.2% and a leverage ratio of 8.5%. At March 31, 1995, the Registrant had a Tier 1 risk-based capital ratio of 11.1%, total risk-based capital ratio of 12.8% and a leverage ratio of 9.6%. The slight reduction in risk-based capital ratios over prior year was primarily attributable to higher levels of intangibles resulting from deposit acquisitions. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On March 19, 1996, 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 10, 1996, 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 I Directors to serve until the Annual Meeting of Stockholders in 1999. 2. Approval of the proposal to amend Article Fourth of the Amended Articles of Incorporation to increase the authorized number of shares of Common Stock, without par value, from 140,000,000 shares to 300,000,000 shares by a vote of 79,072,500 for, 6,970,207 against and 526,103 abstaining. 3. Approval of the proposal to amend the Amended 1990 Stock Option Plan which provides for various changes to the expiration and vesting sections as described in the Proxy Statement by a vote of 80,539,386 for, 4,439,413 against and 1,401,899 abstaining. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED) 4. Approval of the appointment of the firm of Deloitte & Touche LLP to serve as independent auditors for the Registrant for the year 1996 by a vote of 85,475,955 for, 783,007 against and 319,998 abstaining. ITEM 6. EXHIBITS 1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share for the Three Months Ended March 31, 1996 and 1995. 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 10, 1996 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, 1996 1995 ------ ------ Net Income $ 79,140 66,118 ======== ======== Net income per common share - assuming no dilution: Weighted average number of shares outstanding 100,780 97,611 ======== ======== Per share (net income divided by the weighted average number of shares outstanding) $ 0.79 0.68 ======== ======== Net income per common and common equivalent share: Net income $ 79,140 66,118 Add - Interest on 4 1/4% convertible subordinated notes due 1998, net of applicable income taxes 988 1,081 -------- -------- Adjusted net income $ 80,128 67,199 ======== ======== Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes 105,075 101,255 ======== ======== Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $ 0.76 0.66 ======== ======== Net income per common share - assuming full dilution: Adjusted net income $ 80,128 67,199 ======== ======== Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes 105,108 101,264 ======== ======== Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $ 0.76 0.66 ======== ========
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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, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000035527 FIFTH THIRD BANCORP 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 470,337 10,751 10,005 0 5,436,077 185,987 185,987 12,104,260 181,006 18,869,875 13,709,298 2,455,723 482,384 429,703 0 0 227,089 1,565,678 18,869,875 239,636 83,223 191 323,050 122,278 161,422 161,628 9,750 205 117,239 118,307 79,140 0 0 79,140 .76 .76 4.04 36,884 22,179 394 0 177,388 15,744 3,774 181,006 181,006 0 0
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