-----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, C4xHl54TPTTbEFGsBgLeoAzZL5cmeplYgi9FO+Prwm2eOiC9/CzjpATVwlJksfFq GEFZgg/rBUYb56Fk2gKEkA== 0001193125-05-134759.txt : 20050629 0001193125-05-134759.hdr.sgml : 20050629 20050629163114 ACCESSION NUMBER: 0001193125-05-134759 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 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: 1934 Act SEC FILE NUMBER: 000-08076 FILM NUMBER: 05925161 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 d11k.htm ANNUAL REPORT Annual Report

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, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

 

For the transition period from              to             

 

Commission file number 0-8076

 

A. Full title of the plan and the address of the plan, if

different from that of the issuer named below:

 

FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS 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


FINANCIAL STATEMENTS AND EXHIBITS

 

The following financial statements and exhibits are filed as part of this annual report:

 

  Exhibit 23.1     Consent of Independent Registered Public Accounting Firm.

 

  Exhibit 23.2     Consent of Independent Registered Public Accounting Firm.

 

  Exhibit 99     Financial Statements for the years ended December 31, 2004 and 2003 and     Supplemental Schedule as of December 31, 2004 for the First National Bankshares of     Florida, Inc. Salary Savings Plan.

 

SIGNATURES

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, The Fifth Third Bank Pension and Profit Sharing Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN

Date: June 29, 2005

      By:  

/s/ Paul L. Reynolds

               

Paul L. Reynolds

Member, Pension and Profit Sharing

Committee

EX-23.1 2 dex231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

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 June 24, 2005 appearing in this Annual Report on Form 11-K of First National Bankshares of Florida, Inc. Salary Savings Plan for the year ended December 31, 2004.

 

/s/ DELOITTE & TOUCHE LLP

 

Cincinnati, Ohio

June 28, 2005

EX-23.2 3 dex232.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 33-5553) pertaining to the First National Bankshares of Florida, Inc. Salary Savings Plan of our report dated June 14, 2004, with respect to the financial statements of the F.N.B. Corporation Salary Savings Plan as of and for the year ended December 31, 2003 included in this Annual Report (Form 11-K) for the year ended December 31, 2004.

 

/s/ Ernst & Young LLP

 

Birmingham, Alabama

June 24, 2005

EX-99 4 dex99.htm FINANCIAL STMTS. / SUPPLEMENTAL SCH.-FIRST NATIONAL BANKSHARES OF FLORIDA, INC. Financial Stmts. / Supplemental Sch.-First National Bankshares of Florida, Inc.
Table of Contents

Exhibit 99

 

 

 

First National Bankshares of

Florida, Inc. Salary Savings

Plan

 

Financial Statements for the Years Ended December 31, 2004 and 2003 and Supplemental Schedules as of and for the Year Ended December 31, 2004 and Reports of Independent Registered Public Accounting Firms


Table of Contents

FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN

 

INDEX TO FINANCIAL STATEMENT S AND SUPPLEMENTAL SCHEDULES FOR FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN


 

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

   1-2

FINANCIAL STATEMENTS:

    

Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003

   3

Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 2004 and 2003

   4

Notes to Financial Statements

   5-10

SUPPLEMENTAL SCHEDULES:

    

Schedule H, Part IV, Line 4i—
Schedule of Assets (Held at End of Year) as of December 31, 2004

   12

Schedule H, Part IV, Line 4j—
Schedule of Reportable Transactions for the Year Ended December 31, 2004

   13

 

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Fifth Third Bancorp and the Pension and Profit Sharing Committee of

            the First National Bankshares of Florida, Inc. Salary Savings Plan:

 

We have audited the accompanying statement of net assets available for benefits of the First National Bankshares of Florida, Inc. Salary Savings Plan (formerly F.N.B. Corporation Salary Savings Plan) (the “Plan”) as of December 31, 2004 and the related statement of changes in net assets available for benefits for the year 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 audit.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 as of December 31, 2004, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Our audit was conducted for the purpose of forming an opinion on the basic 2004 financial statements taken as a whole. The supplemental schedules of (1) assets held (at end of year) as of December 31, 2004, and (2) transactions in excess of five percent of the current value of plan assets for the year ended December 31, 2004, are presented for the purpose of additional analysis and are not a required part of the basic 2004 financial statements, but are 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. These schedules are the responsibility of the Plan’s management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

 

/s/ Deloitte & Touche LLP

 

Cincinnati, Ohio

June 24, 2005


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

F.N.B. Corporation Salary Savings Plan

Naples, Florida

 

We have audited the accompanying statement of net assets available for benefits of F.N.B. Corporation Salary Savings Plan as of December 31, 2003 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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 audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 audit provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, net assets available for benefits of the Plan at December 31, 2003, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

 

/s/ Ernst & Young LLP

 

Birmingham, Alabama

June 14, 2004

 

 


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FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN

 

STATEMENTS OF NET A SSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2004 AND 2003


 

     2004    2003

INVESTMENTS—At fair value:

           

Guaranteed interest account

   $ 1,355,579    1,285,946

Interest in pooled separate accounts

     20,370,513    16,641,040

First National Bankshares of Florida common stock

     17,599,719    -

F.N.B. Corporation common stock

     6,903,181    17,741,077

Participant notes receivable

     1,045,954    965,522
    

  

Total investments

     47,274,946    36,633,585

EMPLOYER CONTRIBUTION RECEIVABLE

     -    42,158
    

  

NET ASSETS AVAILABLE FOR BENEFITS

   $ 47,274,946    36,675,743
    

  

 

See notes to financial statements.

 

 

 

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FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN

 

STATEMENTS OF CHANG ES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


 

     2004     2003  

ADDITIONS:

              

Income from investments:

              

Interest

   $ 67,879     79,605  

Dividends

     847,061     973,855  

Net appreciation in fair value of investments

     6,689,146     5,325,448  
    


 

Total income from investments

     7,604,086     6,378,908  

Contributions from participants

     3,079,972     3,198,301  

Contributions from employer

     3,842,202     3,578,536  

Other income

     12,414     0  

Transfer of plan assets from acquired companies

     0     1,744,105  
    


 

Total additions

     14,538,674     14,899,850  
    


 

DEDUCTIONS:

              

Other expenses

     (88,447 )   (87,601 )

Benefits paid to participants

     (3,851,024 )   (2,829,729 )
    


 

Total deductions

     (3,939,471 )   (2,917,330 )
    


 

INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS

     10,599,203     11,982,520  

NET ASSETS AVAILABLE FOR BENEFITS:

              

Beginning of year

     36,675,743     24,693,223  
    


 

End of year

   $ 47,274,946     36,675,743  
    


 

 

See notes to financial statements.

 

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FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN

 

NOTES TO FIN ANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


 

1. DESCRIPTION OF PLAN

 

The following brief description of First National Bankshares of Florida, Inc. Salary Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

 

General—The Plan is a defined contribution 401(k) plan, substantially covering all salaried employees of the Florida operations of First National Bankshares of Florida, Inc. (the “Company”) banking and wealth management subsidiaries. Employees who have completed 90 days of service and are age twenty-one or older are eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

Administration—All administrative expenses of the Plan, except for investment fees, are paid by the Company. Such expenses have historically been comprised of audit fees, custody and recordkeeping services, all of which have been immaterial in relation to the Company and the Plan.

 

Participant Accounts—The participants’ accounts are credited with their voluntary contribution, the employer’s matching and profit sharing contributions and an allocation of the Plan’s net earnings as defined by the Plan.

 

Funding and Vesting—Under the Plan, participants may contribute up to 15% (50% effective January 1, 2004) of pretax annual base compensation, as defined in the Plan. A participant may make a contribution to the Plan, limited to the lesser of $13,000 and $12,000 for 2004 and 2003, respectively, or the maximum permitted contribution percentage of his or her salary. Prior to January 1, 2004 the Company, at its discretion, matched 50% of the first 6% of each employee’s contribution. The Company also makes a fixed non-elective profit sharing contribution equal to 5% of the total compensation of eligible participants and may at its discretion contribute to the Plan such additional amounts, as detailed in the Plan document. The profit sharing contribution for the years ended December 31, 2004 and 2003 totaled $2,242,023 and $2,535,909, respectively.

 

Effective January 1, 2004, participants may contribute up to 50% of pretax annual compensation subject to certain Internal Revenue Service limits. The Company matches 100% of the first three percent and 50% of the fourth and fifth percent of employee contributions.

 

Effective January 1, 2004, employees could direct voluntary contributions into the Company’s common stock investment option. Participant could no longer direct employee contributions to the F.N.B Corporation common stock investment option. Participants, at their discretion, may maintain the balance in the F.N.B. Corporation common stock investment option or reallocate the balance to other investment options offered by the Plan.

 

Participants’ savings contributions and employer matching contributions are designated under a qualified deferred arrangement as allowed by Sections 401(k) and 401(m) of the Internal Revenue Code.

 

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The Principal Financial Group (“Principal”) is the custodian of all the Plan’s assets, with the exception of the employer’s common stock.

 

The employer’s profit sharing contributions are used to purchase the Company’s common stock. Fully vested participants who have attained age 55 are permitted to direct the trustee to invest the Company’s discretionary portion of their account into any other investment that may be permitted under the Plan.

 

Effective January 1, 2004, employee contributions and employer matching contributions vest immediately. Profit-sharing contributions and matching contributions made prior to January 1, 2004 are subject to the 5-year vesting schedule below:

 

Vesting Schedule

Years of Service


 

Percentage


1

  20%

2

  40   

3

  60   

4

  80   

5

  100  

 

Certain employees affected by a Company restructuring in 2003 became immediately 100% vested. Upon termination of a participant from the Plan, any unvested balance is reallocated to all active participants of the Plan. For the years ended December 31, 2004 and 2003, forfeitures totaled $279,605 and $102,231, respectively.

 

Termination—Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contribution at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the participants will become 100% vested in their accounts.

 

Benefits—Upon termination of employment, participants who have not yet attained the normal retirement age of 62 will be provided with options for disposition of their 401(k) account balances. If the participant’s vested account balance is less than $5,000, the participant will receive a lump-sum equal to the vested value of the account. A participant who terminates service with a vested account balance of greater than $5,000 has three options: 1) the participant may leave the account under the Plan; 2) the participant may request a lump-sum distribution of the vested account balance; and 3) the participant may request a rollover of the vested balance of the account into an Individual Retirement Account or another qualified plan. The Plan also permits distributions in the event of the participant’s permanent disability, death, or attainment of normal retirement age as defined by the Plan.

 

Tax Status—The Plan has received a determination letter from the Internal Revenue Service dated September 4, 2002, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. Accordingly, no provision for income taxes has been recorded in the accompanying financial statements.

 

Participant Notes Receivable—Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate

 

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with local prevailing rates as determined by the Plan administrator. Principal and interest are paid ratably through payroll deductions. Interest rates at December 31, 2004 and 2003 both ranged from 4.0% to 11.5%.

 

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—The investments in shares of guaranteed interest accounts are stated at their fair value. The Principal pooled separate accounts investments are valued using accumulation units and are stated at fair value. The dividends, interest and realized and unrealized gains for the underlying funds are factored into the value of the separate account funds. The dollar value per unit of participation is determined by dividing the total value of the separate account by the total number of units of participation held in the separate account. First National Bankshares of Florida, Inc.’s common stock was traded on the New York Stock Exchange under the trading symbol “FLB” and is valued using the closing price on the last day of the Plan year. The participant loans are valued at their outstanding balances, which approximate fair value.

 

Management fees and operating expenses charged to the plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

 

Risks and Uncertainties—The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

 

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3. INVESTMENTS

 

Investments representing more than five percent of net assets at December 31, 2004 and 2003 are as follows:

 

     2004    2003

Principal Financial Group, Inc.:

           

***Money Market Separate Account

   $ 4,207,283    3,913,135

***Large Capital Stock Index Separate Account

     3,116,390    2,759,658

***First National Bankshares of Florida common stock**

     17,599,719    0

***F.N.B. Corporation common stock*

     6,903,181    17,741,077

 

*  Includes non-participant directed investments of $245,123 and $15,595,605 at December 31, 2004 and

2003, respectively.

**  Includes non-participant directed investments of $12,542,545 and $0 at December 31, 2004 and 2003,

respectively.

 

*** Denotes a party-in-interest.

 

The following table represents the net appreciation in fair value of investments for the Plan for the years ended December 31, 2004 and 2003:

 

     2004    2003

Net appreciation in fair value of investments:

           

Pooled separate accounts*

   $ 1,574,326    1,980,945

First National Bankshares of Florida common stock*

     4,710,039    0

F.N.B. Corporation common stock*

     404,781    3,344,503
    

  

Total

   $ 6,689,146    5,325,448
    

  

 

* Denotes a party-in-interest.

 

4. NONPARTICIPANT-DIRECTED INVESTMENT

 

Information about the net assets and the significant components of the changes in net assets relating to non-participant directed investments in F.N.B. Corporation and First National Bankshares of Florida common stock is as follows:

 

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Table of Contents
     December 31,  

Investments at fair value:

     2004     2003  

F.N.B. Corporation common stock*

   $ 245,123     15,595,605  
    


 

     Year ended December 31,  

Changes in net assets:

     2004     2003  

Employer contributions

     331     2,832,600  

Net (depreciation) appreciation in fair value of investments

     (332,200 )   2,941,546  

Dividends

     10,547     842,665  

Distributions to participants or beneficiaries

     (41,183 )   (577,877 )

Transfers from participant-directed investments

     0     154,410  

Transfers to participant-directed investments

     (14,987,226 )   (162,096 )

Administrative & other expenses

     (751 )   (55,847 )
    


 

Total Changes in Net Assets

     (15,350,482 )   5,975,401  
    


 

*  Denotes a party-in-interest.       
     December 31,  

Investments at fair value:

     2004     2003  

First National Bankshares of Florida common stock*

   $ 12,542,545     0  
    


 

     Year ended December 31,  

Changes in net assets:

     2004     2003  

Employer contributions

   $ 2,197,996     0  

Net appreciation in fair value of investments

     3,130,447     0  

Dividends

     355,178     0  

Distributions to participants or beneficiaries

     (669,829 )   0  

Transfers from participant-directed investments

     7,648,085     0  

Transfers to participant-directed investments

     (106,894 )   0  

Administrative & other expenses

     (12,438 )   0  
    


 

Total Changes in Net Assets

   $ 12,542,545     0  
    


 

*  Denotes a party-in-interest.       

 

5. PARTIES-IN-INTEREST TRANSACTIONS

 

The First National Trust Company is the custodian for the F.N.B. Corporation common stock and First National Bankshares of Florida common stock only. Certain Plan investments are units of pooled separate accounts managed by Principal Life Insurance Company. The Company pays the majority of administrative expenses of the Plan. Such expenses have historically been comprised of fees for audit, custody and recordkeeping services and have been immaterial in relation to the Company and the Plan. One of the investment vehicles in the Plan is First National Bankshares of Florida common stock.

 

6. SPIN-OFF TRANSACTION

 

On January 1, 2004, First National Bankshares of Florida, Inc. (“First National Bankshares”) was spun-off from F.N.B. Corporation through a tax-free distribution to the shareholders of the F.N.B. Corporation. On December 31, 2003, F.N.B. Corporation transferred the net assets of its Florida operations (First National Bank of Florida, Roger Bouchard Insurance, Inc. and First National Wealth Management Company) to First National Bankshares, a newly created subsidiary of the Corporation.

 

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On the date of the spin-off, F.N.B. Corporation distributed one share of First National Bankshares’ common stock to its shareholders for each share of F.N.B. Corporation common stock owned on the record date, December 26, 2003.

 

Effective January 1, 2004, the Plan changed its name to First National Bankshares of Florida, Inc. Salary Savings Plan. In addition, certain provisions of the Plan were changed to meet “safe harbor” criteria as defined by the Internal Revenue Service (the “IRS”).

 

7. PLAN MERGERS

 

On March 31, 2003, the Company completed its purchase business combination with Charter Banking Corp. (“Charter”). Charter’s banking affiliate, Southern Exchange Bank (“SEB”), was merged into First National Bank of Florida. On June 16, 2003, the Southern Exchange Bank 401(k) Plan was merged into the Plan. On June 18, 2003, the net assets of the Southern Exchange Bank 401(k) Plan were transferred into the Plan. No significant activity occurred related to the net assets of the Southern Exchange Bank 401(k) Plan from the date the plans were merged to the date the assets were transferred.

 

On August 2, 2004, the Company entered into a definitive agreement (the “Agreement”), which provides for the acquisition of the Company by Fifth Third Bancorp, an Ohio corporation (“Fifth Third”) through the merger of the Company into a wholly owned subsidiary of Fifth Third. As part of the acquisition, the Plan was legally merged with The Fifth Third Bancorp Master Profit Sharing Plan effective January 1, 2005 and upon liquidation, participants with an account balance in the Plan will transfer fund balances into The Fifth Third Bancorp Master Profit Sharing Plan.

 

* * * * * *

 

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SUPPLEMENTAL SCHEDULES

 

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FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN

 

SCHEDUL E H, PART IV, LINE 4i—

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2004


 

Asset Description    Current
Market

STOCK FUND:

      

* First National Bankshares of Florida common stock - nonparticipant directed

   $ 12,542,545

* First National Bankshares of Florida common stock - participant directed

     5,057,174

* F.N.B. Corporation Common stock - nonparticipant directed

     245,123

* F.N.B. Corporation Common stock - participant directed

     6,658,058
    

Total stock funds:

     24,502,900
    

PRINCIPAL FINANCIAL GROUP, INC. GUARANTEED INTEREST:

      

* Guaranteed Interest Account

     1,355,579
    

PRINCIPAL FINANCIAL GROUP, INC. POOLED INTEREST:

      

* Money Market Separate Account

     4,207,283

* Large Capital Stock Index Separate Account

     3,116,390

* Government Securities Separate Account

     1,562,430

* Medium Company Value Separate Account

     1,411,137

* International Stock Separate Account

     1,239,614

* American Century Income and Growth Separate Account

     1,100,997

* Small Capitalization Stock Index Separate Account

     982,827

* High Quality Interim-Term Bond Separate Account

     974,060

* Middle Capitalization Stock Index Separate Account

     930,917

* Total Market Stock Index Separate Account

     782,660

* High Quality Long-Term Bond Separate Account

     708,773

* Large Capitalization Growth Separate Account

     674,334

* INVESCO Small Company Growth Separate Account

     635,088

* Russell Life Points Moderate Strategy Separate Account

     239,308

* Small Capitalization Value Separate Account

     426,850

* Russell Life Points Aggressive Strategy Separate Account

     403,871

* Middle Capitalization Growth Separate Account

     373,819

* Russell Life Points Balanced Strategy Separate Account

     289,074

* Russell Life Points Equity Aggressive Strategy Separate Account

     194,232

* Russell Life Points Conservative Strategy Separate Account

     116,849
    

Total pooled interest

     20,370,513
    

LOAN FUND:

      

* Participant Notes Receivable (Interest Rate 4.0-11.5%)

     1,045,954
    

TOTAL

   $ 47,274,946
    

 

* Party-in-interest

 

 

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Table of Contents

FIRST NATIONAL BANKSHARES OF FLORIDA, INC. SALARY SAVINGS PLAN

 

SCHEDULE H, PAR T IV, LINE 4j—

SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2004


 

Asset Description    Total Number
of Purchases
   Total Number
of Sales
   Total Value of
Purchases
   Total Value of
Sales
   Net Gain

1) Single Transactions:

                              

None reportable.

                              

2) Series of Nonsecurity Transactions:

                              

*F.N.B. Corporation Common Stock

   6    8    $ 2,924    $ 14,817,116    $ 3,209,537

*First National Bankshares of Florida Common Stock

   137    365    $ 9,948,535    $ 998,734    $ 188,977

 

*Parties-in-interest to the Plan.

 

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