-----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, FuTyMd7AgzYYigY3n1hz0nMiMjTyPBDpenvqC/S1gWOq2qV6awi5zM4x0j/qbtLB Dmlx+5B2/kETEJYkfppNpQ== 0000950152-99-005783.txt : 19990701 0000950152-99-005783.hdr.sgml : 19990701 ACCESSION NUMBER: 0000950152-99-005783 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 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: 11-K SEC ACT: SEC FILE NUMBER: 333-72465 FILM NUMBER: 99657191 BUSINESS ADDRESS: STREET 1: 38 FOUNTAIN SQ PLZ STREET 2: FIFTH THIRD CENTER CITY: CINCINNATI STATE: OH ZIP: 45263 BUSINESS PHONE: 5135795300 11-K 1 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from _________ to ___________ Commission file number 0-08076 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN 38 Fountain Square Plaza, Cincinnati, Ohio 45263 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: FIFTH THIRD BANCORP 38 Fountain Square Plaza, Cincinnati, Ohio 45263 2 FINANCIAL STATEMENTS AND EXHIBITS The following exhibits and financial statements are filed as part of this annual report: Exhibit 23 Independent Auditors' Consent Exhibit 99 Financial Statements and Supplemental Schedules of The Fifth Third Bancorp Master Profit Sharing Plan for the years ended December 31, 1998 and 1997 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, The Fifth Third Bancorp Pension and Profit Sharing Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN Date: June 30, 1999 By: /s/ Michael K. Keating ------------------------------------------- Michael K. Keating Member, Pension and Profit Sharing Committee EX-23 2 EXHIBIT 23 1 Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-55553 of Fifth Third Bancorp on Form S-8 of our report dated May 29, 1999, appearing in this Annual Report on Form 11-K of The Fifth Third Bancorp Master Profit Sharing Plan for the year ended December 31, 1998. /s/ Deloitte & Touche LLP Cincinnati, Ohio June 29, 1999 EX-99 3 EXHIBIT 99 1 Exhibit 99 ----------------------------------------------- THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN Financial Statements and Supplemental Schedule for the Years Ended December 31, 1998 and 1997 and Independent Auditors' Report for Inclusion in the Annual Report Form 5500) to the Internal Revenue Service 2 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE FOR THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1998 and 1997 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1998 and 1997 3 Notes to Financial Statements 4-9 SUPPLEMENTAL SCHEDULE: Assets Held for Investment Purposes - Item 27(a) as of December 31, 1998 10-11 SUPPLEMENTAL SCHEDULES OMITTED - The following supplemental schedules are omitted because of the absence of conditions under which they are required: Assets Acquired and Disposed Within the Plan Year Party-in-Interest Transactions Obligations in Default Leases in Default Reportable Transactions
3 INDEPENDENT AUDITORS' REPORT Fifth Third Bancorp and the Trustees of The Fifth Third Bancorp Master Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of The Fifth Third Bancorp Master Profit Sharing Plan (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the accompanying index is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in the audit of the basic 1998 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 1998 financial statements taken as whole. Deloitte & Touche LLP May 28, 1999 4 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 INVESTMENTS, At fair value (Notes 2,3,4): Common stock of Fifth Third Bancorp $ 66,323,514 $ 45,906,059 Collective Funds: Cash equivalents 6,161,413 4,449,284 Fixed income 64,251,504 64,590,008 Equity 160,600,189 117,245,802 Mutual Funds 50,719,582 32,458,896 U.S. Government and agency securities 5,688,562 5,996,851 Participant notes receivable 817,101 491,893 ------------ ------------ Total investments 354,561,865 271,138,793 ACCRUED INVESTMENT INCOME 296,168 265,610 CONTRIBUTIONS RECEIVABLE FROM SUBSIDIARIES OF FIFTH THIRD BANCORP 1,734,026 2,660,736 CASH 13,350 978 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $356,605,409 $274,066,117 ============ ============
See notes to financial statements. -2- 5 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 ADDITIONS: Income from investments: Interest $ 693,997 $ 659,602 Dividends 1,111,903 1,401,101 Net appreciation in fair value of investments (Note 3) 58,094,738 59,438,703 ------------ ------------ Total income from investments 59,900,638 61,499,406 ------------ ------------ Contributions from subsidiaries of Fifth Third Bancorp (Note 1) 11,852,942 11,252,504 Contributions from participants (Note 1) 15,783,069 6,946,111 ------------ ------------ Total contributions 27,636,011 18,198,615 ------------ ------------ Other 91,286 115,586 Transfer of plan assets from acquired companies (Note 5) 16,604,739 2,577,473 ------------ ------------ Total additions 104,232,674 82,391,080 ------------ ------------ DEDUCTIONS: Benefits paid to participants (Note 1) (21,593,405) (17,591,057) Other disbursements (99,977) (113,369) ------------ ------------ Total deductions (21,693,382) (17,704,426) ------------ ------------ INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 82,539,292 64,686,654 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 274,066,117 209,379,463 ------------ ------------ End of year $356,605,409 $274,066,117 ============ ============ See notes to financial statements.
-3- 6 THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following brief description of The Fifth Third Bancorp Master Profit Sharing Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information. GENERAL - The Plan is a defined contribution profit sharing plan with separate accounts maintained for each participant. Each regular employee of a participating Fifth Third Bancorp ("Bancorp") subsidiary, if employed before November 1, 1996, automatically became a participant on the first payroll date after becoming an employee. Employees whose employment commenced on or after November 1, 1996 shall become participants after one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The original Plan became effective December 31, 1954 and was last amended in its entirety effective November 1, 1996. As a result of this amendment, modifications to vesting, funding, and contributions became effective on January 1, 1997. ADMINISTRATION - The Fifth Third Bank, a wholly-owned subsidiary of Bancorp, serves as the trustee of the Plan. The investment assets of the Plan are held in separate trust funds by Fifth Third Investment Advisors where such assets are managed. FUNDING AND VESTING - The Bancorp's profit sharing contribution to the Plan is an amount determined annually by the Board of Directors of the Bancorp. The profit sharing contribution by the Bancorp and any nonvested balances remaining in the accounts of participants who terminate their employment are allocated to participants in the proportion that the compensation of each participant bears to the compensation of all participants for the Plan year. Gains and losses under the Plan, including income from investments and changes in the market value of investments, are allocated to participants in proportion to their respective interests in the Plan as of the preceding valuation date, reduced by any payments to retired participants made during the period. Bancorp profit sharing contributions, as a percentage of annual salary, are allocated to eligible employees according to the following schedule: 0% - Less than one year of service 25% - One year of service, but less than two years of service 50% - Two years of service, but less than three years of service 75% - Three years of service, but less than four years of service 100% - Four years of service or more Participants are 100% vested in these contributions, subject to limited forfeiture for competition or dishonesty. The Plan permits voluntary contributions from participants up to 8% of their compensation. Such contributions are credited directly to the participants' accounts and are fully vested. Contributions may be allocated to the available investment options at the discretion of the participant. The Bancorp matches participants' voluntary contributions up to a maximum of 4% (6% as of January 1, 1999) of -4- 7 eligible annual compensation. Participants are eligible for matching after one year of service according to the following schedule: 25% match - One year of service, but less than ten years of service 50% match - Ten years of service, but less than twenty years of service 75% match - Twenty years of service or more Participants are 100% vested in matching contributions, subject to limited forfeiture for competition or dishonesty. Both voluntary contributions and Bancorp matching contributions are subject to statutory limitations. TERMINATION - Although it has not expressed its intention to do so, Fifth Third Bank has the right under the Plan to discontinue the contributions of any participating Bancorp subsidiary at any time and to amend or terminate the Plan subject to the provisions set forth in ERISA. If the Plan were to be terminated, the value of the proportionate interest of each participant would be determined as of the date of termination, and this amount would be fully vested and nonforfeitable. BENEFITS - The Plan provides for payment of normal retirement benefits of accumulated vested amounts upon reaching age 65 and has provisions for early withdrawals of vested benefits in instances of early retirement, disability, death, termination of employment, and financial hardship. Benefits are generally payable in the form of lump-sum payments or periodic payments. BENEFITS PAYABLE - Benefits payable, consisting of amounts owed but not paid as of December 31 for payments to terminated employees, are not recorded as a liability within the financial statements. Benefits payable as of December 31, 1998 and 1997 were $6,624,243 and $2,119,798, respectively. TAX STATUS - The Internal Revenue Service has determined and informed the Bancorp by a letter dated September 18, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan's financial statements. INVESTMENT OPTIONS - The Balanced Fund is the basic investment option which is offered to participants. The Balanced Fund contains investments in collective funds invested in money market accounts, equity securities, guaranteed investments contracts, mutual funds and other fixed income securities. The Plan also allows the common stock of Fifth Third Bancorp as an investment option within the Balanced Fund for all participants. Participants who are age 50 and older or become permanently disabled may elect, within specified time periods, to invest their accounts in a Conservative Fund which contains investments in U.S. Government Securities, and collective funds invested in money market accounts, guaranteed investment contracts, U.S. Government Securities and other fixed income securities. In 1990, a fund was established to hold the assets of the merged First Ohio Bancshares Profit Sharing Plan. This Stock Fund contains investments in money market accounts and Fifth Third Bancorp common stock. In 1993, two new funds were established, the Fifth Third Quality Growth Fund and the Fifth Third Mid Cap Fund. In 1994, the Fifth Third International Equity Fund was established. The addition of these funds was made to allow Bancorp employees to choose from six investment options, (Balanced, Conservative, Stock, Quality Growth, Mid Cap, and International Equity) with their contributions. The Quality Growth, Mid Cap and International Equity funds are mutual funds. During 1996, the Participant Loan Fund was established. -5- 8 PARTICIPANT NOTES RECEIVABLE - Effective as of November 1, 1996, participants may borrow from certain of their fund accounts a minimum of $1,000 up to the lesser of $50,000 or 50% of the nonforfeitable portion of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loan Fund. Each loan, by its terms, is required to be repaid within five years. The loans are secured by the balance in the participant's account and bear interest at a rate equal to the rate charged by the Bank on a similar loan as determined quarterly by the Plan administrator. Interest rates on loans originated during 1998 and 1997 were 8.75% (prime + 1%) and 9.50% (prime + 1%), respectively. Principal and interest is paid by the participant through payroll deductions authorized by the participant. WITHDRAWLS - Subject to the Plan administrator's sole and absolute discretion, participants are allowed to withdrawl an amount not to exceed the total amount of that participant's voluntary contributions for financial hardship purposes. -6- 9 The following summarizes the activity and balances of the Plan's seven funds:
BALANCED CONSERVATIVE STOCK QUALITY MID CAP FUND FUND FUND GROWTH FUND FUND Net assets available for benefits at December 31, 1996 $174,224,959 $17,033,343 $ 7,991,619 $ 4,287,355 $4,348,561 Income from investments 48,132,674 961,374 8,979,065 1,835,994 1,477,761 Contributions 10,619,044 775,104 3,562,515 1,671,613 1,074,852 Other 115,586 Benefits paid to participants and other disbursements (12,333,280) (3,083,323) (946,140) (669,417) (524,881) Interfund transfers (1,003,133) (1,000,300) 701,914 1,260,416 (208,786) Transfers of plan assets from acquired banks 1,349,130 65,161 402,557 403,428 237,829 ----------- ----------- ----------- ----------- ---------- Net assets available for benefits at December 31, 1997 220,989,394 14,866,945 20,691,530 8,789,389 6,405,336 Income from investments 47,273,902 1,039,811 7,579,542 3,293,289 306,261 Contributions 13,169,830 270,081 6,540,892 4,212,463 2,704,041 Other 91,286 Benefits paid to participants and other disbursements (16,425,322) (1,332,419) (2,225,359) (857,358) (535,635) Interfund transfers (999,633) 328,680 295,078 143,503 (894) Transfers of plan assets from acquired companies 16,604,739 ----------- ----------- ----------- ----------- ---------- Net assets available for benefits at December 31, 1998 $280,704,196 $15,173,098 $32,881,683 $15,581,286 $8,879,109 ============ =========== =========== =========== ==========
INTERNATIONAL PARTICIPANT EQUITY FUND LOAN FUNDS TOTAL Net assets available for benefits at December 31, 1996 $1,453,000 $ 40,626 $209,379,463 Income from investments 106,425 6,113 61,499,406 Contributions 495,487 18,198,615 Other 115,586 Benefits paid to participants and other disbursements (147,385) (17,704,426) Interfund transfers (195,265) 445,154 Transfers of plan assets from acquired banks 119,368 2,577,473 ---------- ----------- ------------ Net assets available for benefits at December 31, 1997 1,831,630 491,893 274,066,117 Income from investments 374,033 33,800 59,900,638 Contributions 738,704 27,636,011 Other 91,286 Benefits paid to participants and other disbursements (219,880) (97,409) (21,693,382) Interfund transfers (155,551) 388,817 Transfers of plan assets from acquired companies 16,604,739 ---------- ----------- ------------ Net assets available for benefits at December 31, 1998 $2,568,936 $ 817,101 $356,605,409 ========== =========== ============
-7- 10 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: GENERAL - The accounting records of the Plan are maintained on the accrual basis of accounting. VALUATION OF INVESTMENTS - Quoted market prices are used to value equity securities and mutual funds. The fair values of bonds are based on yields currently available on comparable securities of issuers with similar credit ratings. The fair value of collective funds is based on the fair market value of investments in the fund. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 3. INVESTMENTS Investments representing more than five percent of net assets at December 31, 1998 and 1997 are as follows:
FAIR VALUE ----------------------------- 1998 1997 Fifth Third Bank Common Stock Fund for Employee Benefit Plans $121,542,903 $87,923,276 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 64,251,504 64,590,008 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 39,057,286 29,322,527 Fifth Third International Equity Fund 26,258,785 17,264,986 Fifth Third Bancorp common stock 66,323,514 45,906,059
The following table represents the net appreciation in fair value of investments for the Plan for the years ended December 31:
1998 1997 Net appreciation in fair value of investments: Common stock of Fifth Third Bancorp $15,271,331 $19,910,653 Collective funds - fixed income and equity 35,965,834 28,529,553 Mutual funds 6,799,332 10,985,623 U.S. Government, agency securities and other 58,241 12,874 ----------- ----------- Total $58,094,738 $59,438,703 =========== ===========
-8- 11 4. TRANSACTIONS WITH RELATED PARTIES The Fifth Third Bank provides the Plan with certain accounting and administrative services for which no fees are charged. At December 31, 1998 and 1997, the Plan held 930,034 and 842,313 shares of Fifth Third Bancorp common stock, respectively, with fair values of $66,323,514 and $45,906,059, respectively (see Note 1). 5. PLAN ASSETS FROM ACQUIRED COMPANIES During 1998, approximately $16,605,000 was transferred to the Plan as a result of the acquisition of The Ohio Company. During 1997, approximately $2,577,000 was transferred to the Plan as a result of the previous acquisition of 1st Nationwide Bank. * * * * * * -9- 12 SUPPLEMENTAL SCHEDULE THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a) AS OF DECEMBER 31, 1998 - --------------------------------------------------------------------------------
PAR VALUE/ NO. OF CURRENT SHARES ASSET DESCRIPTION COST MARKET BALANCED FUND COLLECTIVE FUNDS - CASH EQUIVALENTS: 844,593 Fifth Third Banksafe Trust $ 844,953 $ 844,953 ------------ ------------ COLLECTIVE FUNDS - FIXED INCOME: 1,398,704 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 42,219,124 59,472,894 ------------ ------------ COLLECTIVE FUNDS - EQUITY: 396,810 Fifth Third Bank Common Stock Fund for Employee Benefit Plans 41,221,392 121,542,903 493,771 Fifth Third Bank Middle Capitalization Fund for Employee Benefit Plans 21,429,001 39,057,286 ------------ ------------ Total Collective Funds - Equity 62,650,393 160,600,189 ------------ ------------ 475,650 COMMON STOCK - Fifth Third Bancorp 10,489,077 33,920,028 ------------ ------------ 1,959,458 MUTUAL FUNDS - Fifth Third International Equity Fund 20,468,097 23,689,853 ------------ ------------ Total Balanced Fund 136,671,644 278,527,917 ------------ ------------
(Continued) -10- 13 SUPPLEMENTAL SCHEDULE THE FIFTH THIRD BANCORP MASTER PROFIT SHARING PLAN ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27(a) AS OF DECEMBER 31, 1998 (CONTINUED) - --------------------------------------------------------------------------------
PAR VALUE/ NO. OF CURRENT SHARES ASSET DESCRIPTION COST MARKET CONSERVATIVE FUND COLLECTIVE FUNDS - CASH EQUIVALENTS: 841,860 Fifth Third Banksafe Trust $ 841,860 $ 841,860 4,163,050 Fifth Third Bank Stable Value Fund for Employee Benefit Plans 4,163,050 4,163,050 ----------- ------------ Total Collective Funds - Cash Equivalents 5,004,910 5,004,910 ----------- ------------ COLLECTIVE FUNDS - FIXED INCOME: 112,385 Fifth Third Bank Fixed Income Fund for Employee Benefit Plans 3,119,387 4,778,610 ----------- ------------ BONDS: 500,000 U.S. Treasury Note, 5.5%, due April 15, 2000 487,916 505,155 600,000 U.S. Treasury Note, 5.0%, due January 31, 1999 598,034 600,000 500,000 U.S. Treasury Note, 5.5%, due December 31, 2000 501,719 508,280 400,000 U.S. Treasury Note, 5.0%, due February 15, 1999 400,188 400,124 600,000 U.S. Treasury Note, 5.625%, due February 28, 2001 601,453 612,186 400,000 U.S. Treasury Note, 6.375%, due March 31, 2001 409,188 414,624 500,000 U.S. Treasury Note, 6.25%, due April 30, 2001 507,188 517,655 500,000 U.S. Treasury Note, 5.875%, due November 30, 2001 502,891 516,565 500,000 U.S. Treasury Note, 5.875%, due February 15, 2000 501,484 506,405 1,100,000 U.S. Treasury Note, 5.875%, due July 31, 1999 1,102,489 1,107,568 ----------- ------------ Total Bonds 5,612,550 5,688,562 ----------- ------------ Total Conservative Fund 13,736,847 15,472,082 ----------- ------------ STOCK FUND 311,550 COLLECTIVE FUNDS - CASH EQUIVALENTS - Fifth Third Banksafe Trust 311,550 311,550 454,284 COMMON STOCK - Fifth Third Bancorp 12,686,828 32,403,486 ----------- ------------ Total Stock Fund 12,998,378 32,715,036 ----------- ------------ QUALITY GROWTH FUND 726,419 MUTUAL FUNDS - Fifth Third Quality Growth Fund 11,928,229 15,581,688 ----------- ------------ Total Quality Growth Fund 11,928,229 15,581,688 ----------- ------------ MIDDLE CAPITALIZATION FUND 569,539 MUTUAL FUNDS - Fifth Third Middle Capitalization Fund 8,083,978 8,879,109 ----------- ------------ Total Middle Capitalization Fund 8,083,978 8,879,109 ----------- ------------ INTERNATIONAL EQUITY FUND 212,484 MUTUAL FUNDS - Fifth Third International Equity Fund 2,300,452 2,568,932 ----------- ------------ Total International Equity Fund 2,300,452 2,568,932 ----------- ------------ LOAN FUND PARTICIPANT NOTES RECEIVABLE (interest rate 8.75%) 817,101 ------------ Total Loan Fund 817,101 ------------ TOTAL $354,561,865 ============
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