-----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, RGaG3H4Xpet8Fjcjqfc6dRA0+2btlqlR1GVMXbjUNRzB5T+aF/IW1aFXTZoI9q4Y nFTTjHwcWnl3n4mC4Ot+NQ== 0000035527-97-000009.txt : 19971117 0000035527-97-000009.hdr.sgml : 19971117 ACCESSION NUMBER: 0000035527-97-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 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: SEC FILE NUMBER: 000-08076 FILM NUMBER: 97720061 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 UNITED STATES 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, 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) 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 requirments for the past 90 days. Yes X No There were 154,886,683 shares of the Registrant's Common Stock, without par value, outstanding as of September 30, 1997. FIFTH THIRD BANCORP INDEX Item 1. Financial Statements Consolidated Balance Sheets - September 30, 1997 and 1996 and December 31, 1996 3 Consolidated Statements of Income - Three and Nine Months Ended September 30, 1997 and 1996 4 Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1997 and 1996 5 Consolidated Statements of Changes in Stockholders' Equity - Nine Months Ended September 30, 1997 and 1996 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation 8 Part II. Other Information Item 6. Exhibits 11 FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) Sept. 30, December 31, Sept. 30, ($000's) 1997 1996 1996 ASSETS Cash and Due from Banks $645,916 808,926 683,190 Securities Available for Sale (a) 6,437,593 6,223,881 6,098,576 Securities Held to Maturity (b) 76,426 176,804 166,145 Other Short-Term Investments 30,856 44,579 44,090 Loans and Leases Commercial Loans 4,151,983 4,013,785 4,159,484 Construction Loans 367,008 375,938 350,153 Commercial Mortgage Loans 831,647 795,599 787,340 Commercial Lease Financing 1,227,045 1,093,422 923,461 Residential Mortgage Loans 2,320,986 2,150,626 2,148,405 Consumer Loans 2,616,872 2,600,169 2,560,138 Consumer Lease Financing 1,984,253 1,933,412 1,869,250 Unearned Income (475,815) (448,159) (404,945) Reserve for Credit Losses (194,773) (187,278) (185,689) ----------- ---------------------- Total Loans and Leases 12,829,206 12,327,514 12,207,597 Bank Premises and Equipment 245,224 231,389 227,562 Accrued Income Receivable 170,519 182,854 167,282 Other Assets 491,262 553,051 492,546 ----------- ---------------------- TOTAL ASSETS $20,927,002 20,548,998 20,086,988 =========== ====================== LIABILITIES Deposits Demand $2,270,998 2,495,839 2,147,417 Interest Checking 2,058,154 1,957,895 1,790,561 Savings 2,171,274 1,940,897 1,864,773 Money Market 1,186,817 1,462,794 1,499,387 Other Time 5,408,572 5,597,729 5,679,443 Certificates - $100,000 and Over 1,064,828 786,787 898,702 Foreign Office 434,088 132,715 696,405 ----------- ---------------------- Total Deposits 14,594,731 14,374,656 14,576,688 Federal Funds Borrowed 1,130,637 1,420,694 710,376 Short-Term Bank Notes 675,000 806,000 874,993 Other Short-Term Borrowings 1,326,626 1,038,738 1,136,369 Accrued Taxes, Interest and Expenses 475,030 374,304 389,640 Other Liabilities 124,367 112,820 90,480 Long-Term Debt 457,791 277,661 277,565 ----------- ---------------------- TOTAL LIABILITIES 18,784,182 18,404,873 18,056,111 STOCKHOLDERS' EQUITY Common Stock (c) 352,627 235,090 235,035 Capital Surplus 510,959 525,038 523,625 Retained Earnings 1,445,913 1,367,653 1,304,898 Unrealized Gains (Losses) on Securities Available for Sale 49,224 16,598 (32,681) Treasury Stock (215,903) (254) -- ----------- ---------------------- TOTAL STOCKHOLDERS' EQUITY 2,142,820 2,144,125 2,030,877 ----------- ---------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $20,927,002 20,548,998 20,086,988 =========== ====================== (a) Amortized cost: September 30, 1997 - $6,361,664,000, December 31, 1996 - $6,198,346,000 and September 30, 1996 - $6,148,857,000 (b) Market value: September 30, 1997 - $76,426,000, December 31, 1996 - $176,798,000 and September 30, 1996 - $166,145,000. (c) Stated value $2.22 per share; authorized 300,000,000; outstanding September 30, 1997 - 154,886,683 (excludes 3,954,468 treasury shares), December 31, 1996 - 105,892,554 (excludes 3,931 treasury shares) and September 30, 1996 - 105,871,574. SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended September 30, ($000's) 1997 1996 INTEREST INCOME Interest and Fees on Loans and Leases $265,049 254,019 Interest on Securities Taxable 102,262 99,411 Exempt from Income Taxes 3,189 5,352 ---------------------- Total Interest on Securities 105,451 104,763 Interest on Other Short-Term Investments 613 248 Total Interest Income 371,113 359,030 INTEREST EXPENSE Interest on Deposits Interest Checking 13,192 9,996 Savings 18,344 15,105 Money Market 9,961 13,351 Other Time 73,574 77,643 Certificates - $100,000 and Over 12,473 12,778 Foreign Office 6,477 9,858 ---------------------- Total Interest on Deposits 134,021 138,731 Interest on Federal Funds Borrowed 18,750 14,569 Interest on Short-Term Bank Notes 10,168 10,643 Interest on Other Short-Term Borrowings 14,133 13,197 Interest on Long-Term Debt and Notes 7,675 4,791 ---------------------- Total Interest Expense 184,747 181,931 ---------------------- NET INTEREST INCOME 186,366 177,099 Provision for Credit Losses 17,841 16,431 ---------------------- NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 168,525 160,668 OTHER OPERATING INCOME Investment Advisors Income 23,314 18,486 Service Charges on Deposits 23,801 21,457 Data Processing Income 29,778 22,911 Other Service Charges and Fees 36,069 32,478 Securities Gains 2,072 18 ---------------------- Total Other Operating Income 115,034 95,350 OPERATING EXPENSES Salaries, Wages and Incentives 50,919 46,712 Employee Benefits 10,644 12,144 Equipment Expenses 5,658 4,899 Net Occupancy Expenses 9,136 9,080 Other Operating Expenses 52,357 48,216 One-Time SAIF Assessment -- 16,612 ---------------------- Total Operating Expenses 128,714 137,663 ---------------------- INCOME BEFORE INCOME TAXES 154,845 118,355 Applicable Income Taxes 51,421 39,300 ---------------------- NET INCOME $103,424 79,055 ====================== NET INCOME PER SHARE $ .67 .50 AVERAGE SHARES OUTSTANDING (000'S) 154,619 158,684 CASH DIVIDENDS DECLARED PER SHARE $ .22 .19 1/3 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended September 30, ($000's) 1997 1996 INTEREST INCOME Interest and Fees on Loans and Leases $770,233 742,627 Interest on Securities Taxable 317,342 266,390 Exempt from Income Taxes 10,831 16,067 ---------------------- Total Interest on Securities 328,173 282,457 Interest on Other Short-Term Investments 1,731 627 Total Interest Income 1,100,137 1,025,711 INTEREST EXPENSE Interest on Deposits Interest Checking 37,215 26,159 Savings 50,746 38,441 Money Market 33,108 44,553 Other Time 222,823 227,839 Certificates - $100,000 and Over 33,350 35,858 Foreign Office 18,906 22,872 ---------------------- Total Interest on Deposits 396,148 395,722 Interest on Federal Funds Borrowed 61,324 48,459 Interest on Short-Term Bank Notes 28,990 18,105 Interest on Other Short-Term Borrowings 40,823 36,222 Interest on Long-Term Debt and Notes 20,355 16,947 ---------------------- Total Interest Expense 547,640 515,455 ---------------------- NET INTEREST INCOME 552,497 510,256 Provision for Credit Losses 55,437 44,229 ---------------------- NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 497,060 466,027 OTHER OPERATING INCOME Investment Advisors Income 66,263 54,943 Service Charges on Deposits 69,912 61,538 Data Processing Income 79,090 63,273 Other Service Charges and Fees 104,076 90,625 Securities Gains 2,929 390 ---------------------- Total Other Operating Income 322,270 270,769 OPERATING EXPENSES Salaries, Wages and Incentives 146,918 139,945 Employee Benefits 31,015 35,759 Equipment Expenses 16,596 14,911 Net Occupancy Expenses 27,504 26,883 Other Operating Expenses 155,453 141,179 One-Time SAIF Assessment -- 16,612 ---------------------- Total Operating Expenses 377,486 375,289 INCOME BEFORE INCOME TAXES 441,844 361,507 Applicable Income Taxes 147,843 120,063 ---------------------- NET INCOME $294,001 241,444 ====================== NET INCOME PER SHARE 1.90 1.56 AVERAGE SHARES OUTSTANDING (000'S) 155,133 155,041 CASH DIVIDENDS DECLARED PER SHARE .63 1/3 .54 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30 ($000'S) 1997 1996 OPERATING ACTIVITIES Net Income 294,001 241,444 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Credit Losses 55,437 44,229 Depreciation, Amortization and Accretion 40,804 38,842 Provision for Deferred Income Taxes 22,117 21,730 Realized Securities Gains (6,843) (2,076) Realized Securities Losses 3,914 1,686 Proceeds from Sales of Residential Mortgage Loans Held for Sale 267,478 401,356 Net Gains on Sales of Loans (5,366) (6,496) Increase in Residential Mortgage Loans Held for Sale (294,683) (485,780) Decrease (Increase) in Accrued Income Receivable 13,300 (31,212) Decrease (Increase) in Other Assets 69,614 (75,779) Increase in Accrued Taxes, Interest and Expenses 61,041 71,815 Increase (Decrease) in Other Liabilities 8,053 (34,510) ---------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 528,867 185,249 INVESTING ACTIVITIES Proceeds from Sales of Securities Available for Sale 1,190,638 266,571 Proceeds from Calls, Paydowns and Maturities of Securities Available for Sale 674,899 666,104 Purchases of Securities Available for Sale (1,636,795)(2,222,110) Proceeds from Calls, Paydowns and Maturities of Securities Held to Maturity 154,329 243,849 Purchases of Securities Held to Maturity (53,951) (223,447) Decrease (Increase) in Other Short-Term Investments 13,723 (33,780) Purchases of Loans in Acquisitions (186) (224,313) Proceeds from Securitization and Sale of Automobile Loans -- 824,607 Proceeds from Sale of Loans 281,814 -- Increase in Loans and Leases (1,009,168)(1,739,504) Purchases of Bank Premises and Equipment (28,206) (28,663) Proceeds from Disposal of Bank Premises and Equipment 4,106 1,441 Net Cash Paid in Acquisitions (10,906) (175,572) ---------------------- NET CASH USED IN INVESTING ACTIVITIES (419,703)(2,644,817) FINANCING ACTIVITIES Purchases of Deposits 123,401 1,921,019 Increase (Decrease) in Core Deposits (608,811) 222,274 Increase (Decrease) in CDs - $100,000 and Over, including Foreign 573,888 (268,524) Increase (Decrease) in Federal Funds Borrowed (290,057) 157,335 Increase (Decrease) in Short-Term Bank Notes (181,000) 424,993 Increase in Other Short-Term Borrowings 287,888 133,915 Proceeds from Issuance of Long-Term Debt and Notes 200,000 10,125 Repayment of Long-Term Debt (20,130) (15,257) Payment of Cash Dividends (94,649) (80,204) Purchases of Treasury Stock (276,307) (53) Other 13,603 8,600 ---------------------- NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (272,174) 2,514,223 INCREASE (DECREASE) IN CASH AND DUE ---------------------- FROM BANKS (163,010) 54,655 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 808,926 628,535 ---------------------- CASH AND DUE FROM BANKS AT END OF PERIOD $645,916 683,190 ====================== SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FIFTH THIRD BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30 ($000'S) 1997 1996 BALANCE AT JANUARY 1 $2,144,125 1,724,575 Net Income 294,001 241,444 Cash Dividends Declared (1997 - $.63 1/3 Per Share and 1996 - $.54 Per Share) (98,006) (84,797) Stock Options Exercised, Including Treasury Shares Issued 13,800 8,643 Stock Issued in Conversion of Subordinated Notes -- 143,255 Shares Acquired for Treasury (276,307) (53) Fractional Shares Issued (197) (36) Stock Issued in Acquisitions and Other 32,778 45,329 Change in Unrealized Gains/Losses on Securities Available for Sale 32,626 (47,483) ---------------------- BALANCE AT SEPTEMBER 30 $2,142,820 2,030,877 ====================== 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 September 30, 1997 and 1996, and the results of operations for the three and nine months ended September 30, 1997 and 1996 and cash flows for the nine months ended September 30, 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 nine months ended September 30, 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. SFAS No. 130, "Reporting Comprehensive Income" was issued in June 1997 and is effective for fiscal years beginning after December 15, 1997. The statement requires additional reporting of items that affect comprehensive income but not net income. Examples relevant to the Registrant include unrealized gains and losses on securities. Upon its adoption, this statement will result in additional financial statement disclosures. 5. Per share amounts and average shares have been adjusted for the three-for-two stock split effected in the form of a stock dividend paid July 15, 1997. Item 1. Notes to Consolidated Financial Statements (continued) 6. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" was issued in June 1997 and is effective for fiscal years beginning after December 15, 1997. The statement requires financial disclosure and descriptive information about reportable operating segments. Upon its adoption, this statement may result in additional financial statement disclosures. 7. Residential mortgage loans held for sale, which are valued at the lower of aggregate cost or market value, were $2,089,000, $15,756,000 and $10,216,000 at September 30, 1997, December 31, 1996 and September 30, 1996, respectively. 8. In the first nine months of 1997, the Registrant paid $564,728,000 in interest and $66,500,000 in Federal income taxes. In the first nine months of 1996, the Registrant paid $515,216,000 in interest and $80,500,000 in Federal income taxes. In the first nine months of 1997 and 1996, the Registrant had noncash investing activities consisting of the securitization of $377,355,000 and $639,600,000 of residential mortgage loans, respectively. In connection with the acquisition of Suburban Bancorpation, the Registrant acquired $178 million of loans and assumed $126 million of deposits. 9. On September 26, 1997, the Registrant purchased the Ohio branches and deposits of Great Lakes National Bank Ohio with $129 million in deposits and eight branches for $11 million. 10. On July 25, 1997, the Registrant purchased Suburban Bancorporation, Inc., a savings and loan holding company with assets of $200 million, headquartered in Cincinnati, Ohio, for $33 million. The transaction was accounted for as a purchase. 11. 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. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) Results of Operations The Registrant's net income was $103.4 million for the third quarter of 1997 and $294.0 million for the first nine months, up 31 percent and 22 percent, respectively, compared to $79.1 million and $241.4 million for the same periods last year. Fully diluted net income per share for the third quarter was $.66, a 32 percent increase over 1996's $.50 and $1.86 for the first nine months, up 22 percent over 1996's $1.53. Total assets were $20.9 billion at quarter end, compared to 1996's quarter-end assets of $20.1 billion. Return on average equity was 20.1 percent and return on average assets was 2.02 percent for the third quarter of 1997, compared to 17.5 percent and 1.79 percent, respectively, for the same quarter of last year. The Registrant's net interest income on a fully taxable equivalent basis for the third quarter of 1997 was $197.2 million, a six percent increase over the $186.6 million for the same period of 1996. This increase resulted primarily from an increase of 16 basis points in the net interest margin. The net provision for credit losses was $17.8 million in the third quarter of 1997 and $16.4 million in the third quarter of 1996. Net charge-offs for the third quarter were .53 percent of average loans loans and leases, compared with .52 percent for last quarter and .46 percent for the third quarter of 1996. The net charge-off ratio remains near the Registrant's historical 10-year average of .49 percent and the reserve for credit losses is in excess of four times nonperforming assets. Nonperforming assets as a percentage of total loans, leases and other real estate owned were .33 percent at September 30, 1997 compared to .38 percent at September 30, 1996. The reserve for credit losses as a percentage of total loans and leases was 1.50 percent at both September 30, 1997 and 1996. Total other operating income, excluding securities gains, increased to $113.0 million for the third quarter of 1997, an 18 percent increase over the third quarter of 1996. Investment Advisors income and data processing income increased 26 percent and 30 percent, respectively, over the same period in 1996. Other service charges and fees increased 11 percent over the same period last year which includes increased fees from consumer lending. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) The overhead ratio (operating expenses divided by the sum of taxable equivalent net interest income and other operating income) for the quarter improved to 41.2 percent, compared to 42.9 percent for the third quarter of 1996. Total operating expenses, excluding the SAIF assessment, increased just six percent for the quarter over the same period of 1996. Salaries, wages, incentives and employee benefits increased just 5 percent compared to last year. Equipment and net occupancy expenses increased six percent over 1996 from the addition of nearly 123 ATM machines and investments to upgrade processing technology and improve productivity. Other operating expenses increased nine percent over the third quarter of 1996, as reductions in FDIC premiums were offset by volume-related expenses from our processing and fee businesses. Financial Condition The Registrant continues to focus on slower balance sheet growth and improved asset mix. Improved earning asset yields combined with relatively stable funding costs led to net interest income growth. During the past year, transaction deposit balances have grown 12 percent. The commercial leasing portfolio continues to climb with a 33 percent increase in outstandings. Direct installment loan originations exceeded $255 million this quarter compared to $209 million in the same quarter a year ago. Residential mortgage originations were $455 million this quarter compared to $441 million last quarter and $368 million in the third quarter last year. Also, 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 percent 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 sufficient funds are available to meet customer 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 September 30, 1997, stockholders' equity was $2.143 billion, compared to $2.031 billion at September 30, 1996, an increase of $112 million, or six percent. Stockholders' equity as a percentage of total assets as of September 30, 1997 was 10 percent. 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 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) leverage as 6 percent, 10 percent and 5 percent, respectively. The Registrant exceeded these "well-capitalized" ratios at September 30, 1997 and 1996. At September 30, 1997, the Registrant had a Tier 1 risk-based capital ratio of 11.7 percent, a total risk-based capital ratio of 14.3 percent and a leverage ratio of 10.0 percent. At September 30, 1996, the Registrant had a Tier 1 risk-based capital ratio of 11.2 percent, a total risk-based capital ratio of 14.0 percent and a leverage ratio or 9.0 percent. The Registrant repurchased 5.2 million shares during the first nine months of 1997 at an aggregate cost of approximately $276 million through open market purchases. Under the repurchase plan announced in December 1996, the Registrant has authorization to continue to repurchase up to 7.5 million shares. Item 6. Exhibits 1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share for the Three and Nine Months Ended September 30, 1997 and 1996. 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 Date: November 14, 1997 /s/ Neal E. Arnold ---------------------- Neal E. Arnold Chief Financial Officer 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 Month s Ended September 30, Ended September 30, 1997 1996 1997 1996 Net Income $ 103,424 79,055 294,001 241,444 Net income per common share - assuming no dilution: Weighted average number of shares outstanding (000 154,619 158,684 155,133 155,041 Per share (net income divided by the weighted average number of shares outstanding) $ 0.67 0.50 1.90 1.56 Net income per common and common equivalent share: Net income $ 103,424 79,055 294,001 241,444 Add - Interest on 4 1/4% convertible subordinated notes due 1998, net of applicable income taxes 0 0 0 1,637 Adjusted net income $ 103,424 79,055 294,001 243,081 Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes (000's) 157,354 160,046 157,545 159,231 Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $ 0.66 0.50 1.87 1.53 Net income per common share - assuming full dilution: Adjusted net income $ 103,424 79,055 294,001 243,081 Adjusted weighted average number of shares outstanding - after giving effect to the conversion of stock options and convertible subordinated notes (000's) 157,550 160,328 158,032 159,485 Per share (adjusted net income divided by the adjusted weighted average number of shares outstanding) $ 0.66 0.50 1.86 1.53
EX-27 3
9 THIS SECHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FIFTH THIRD BANCORP'S QUARTERLY REPORT ON FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1997 SEP-30-1997 645,916 28,306 2,550 0 6,437,593 76,426 76,426 13,023,979 194,773 20,927,002 14,594,731 3,132,263 599,397 457,791 0 0 352,627 1,790,193 20,927,002 770,233 328,173 1,731 1,100,137 396,148 547,640 552,497 55,437 2,929 377,486 441,844 294,001 0 0 294,001 1.87 1.86 4.09 39,226 43,354 104 0 187,278 68,005 17,358 194,773 194,773 0 0
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