SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1994 Commission File Number 0-8076
FIFTH THIRD BANCORP
(Exact name of Registrant as specified in its charter)
Ohio 31-0854434
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
38 Fountain Square Plaza
Cincinnati, Ohio 45263
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 579-5300
Securities registered pursuant to Section 12(g) of the Act:
Common Stock Without Par Value
4-1/4% Convertible Subordinated Notes due 1998
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: / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
The Aggregate Market Value of the Voting Stock held by non-affiliates of the
Registrant was $2,270,808,002 as of February 1, 1995. (NOTE 1)
The number of shares outstanding of the Registrant's Common Stock, without par
value, as of February 1, 1995 was 65,164,031 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1994 Annual Report to Stockholders: Parts I, II and IV
Proxy Statement for 1995 Annual Meeting of Stockholders: Parts III and IV
NOTE 1: In calculating the market value of securities held by non-affiliates
of Registrant as disclosed on the cover page of this Form 10-K, Registrant has
treated as securities held by affiliates as of December 31, 1994, voting stock
owned of record by its directors and principal executive officers, stockholders
owning greater than 10% of the voting stock, and voting stock held by
Registrant's trust departments in a fiduciary capacity.
Total Pages: ___
FIFTH THIRD BANCORP
1994 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PAGE
Item 1. Business 3
Item 2. Properties 13
Item 3. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
PART II
Item 5. Market For Registrant's Common Equity and Related
Stockholder Matters 13
Item 6. Selected Financial Data 13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 13
PART III
Item 10. Directors and Executive Officers of the Registrant 14
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners and Management 15
Item 13. Certain Relationships and Related Transactions 15
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 16
Page 2
PART I
ITEM 1. BUSINESS
ORGANIZATION
Registrant was organized in 1974 under the laws of the State of Ohio. It began
operations in 1975 upon reorganization of its principal subsidiary, The Fifth
Third Bank. The executive offices of the Registrant are located in Cincinnati,
Ohio. The Registrant is a two-tiered, multi-bank holding company as defined in
the Bank Holding Company Act of 1956, as amended, and is registered as such with
the Board of Governors of the Federal Reserve System. The Registrant is also
a multi-savings-and-loan holding company and is registered with the Office of
Thrift Supervision. Registrant has thirteen wholly-owned subsidiaries: Fifth
Third Kentucky Bank Holding Company; The Fifth Third Bank; The Fifth Third Bank
of Columbus; The Fifth Third Bank of Northwestern Ohio, National Association;
The Fifth Third Bank of Southern Ohio; The Fifth Third Bank of Western Ohio;
Fifth Third Trust Co. & Savings Bank, FSB; Fifth Third Bank of Northern
Kentucky, Inc.; The Fifth Third Bank of Central Indiana; The Fifth Third Bank
of Southeastern Indiana; Fifth Third Community Development Company; Fifth Third
Investment Company; and Fountain Square Insurance Company. Unless the context
otherwise indicates the term "Company" as used herein means the Registrant and
the term "Bank" means its wholly-owned subsidiary, The Fifth Third Bank.
As of December 31, 1994, the Company's consolidated total assets were
$14,957,009,000 and stockholders' equity totalled $1,398,774,000.
Fifth Third Kentucky Bank Holding Company has two wholly-owned subsidiaries:
Fifth Third Bank of Kentucky, Inc. and The Fifth Third Savings Bank of Western
Kentucky, FSB. In addition, the Bank has four wholly-owned subsidiaries:
Midwest Payment Systems, Inc.; Fifth Third Securities, Inc.; The Fifth Third
Company; and The Fifth Third Leasing Company.
PRIOR ACQUISITIONS
The Company is the result of mergers and acquisitions over the years involving
27 financial institutions throughout Ohio, Indiana, Kentucky, and Florida. The
Company made the following acquisitions during 1994:
On May 20, 1994, the Company purchased $294 million in deposits from Equitable
Savings Bank. The seven offices were located in southern and central Ohio and
were acquired by the Bank, The Fifth Third Bank of Columbus and The Fifth Third
Bank of Southern Ohio.
On June 3, 1994, the Company acquired The National Bancorp of Kentucky, Inc.,
with consolidated assets of approximately $90 million, in a transaction
accounted for as a pooling of interests. The Consolidated Financial Statements
for prior periods have not been restated for this acquisition due to
immateriality. National Bancorp's subsidiaries, First National Bank of Falmouth
and National Bank of Cynthiana, were merged with Fifth Third Bank of Northern
Kentucky, Inc. and Fifth Third Bank of Kentucky, Inc. (formerly Fifth Third Bank
of Central Kentucky, Inc.), respectively.
Page 3
On August 26, 1994, the Company acquired The Cumberland Federal Bancorporation,
Inc., with consolidated assets of approximately $1.1 billion, and its wholly-
owned subsidiary, The Cumberland Federal Savings Bank ("Cumberland FSB") in a
transaction accounted for as a pooling of interests. Financial information for
all prior periods has been restated. In concurrent transactions, Fifth Third
Bank of Kentucky, Inc. purchased substantially all of the assets and assumed
substantially all of the liabilities of The Cumberland FSB, and The Cumberland
FSB's main office was relocated to Mayfield, Kentucky and renamed The Fifth
Third Savings Bank of Western Kentucky, FSB.
COMPETITION
There are hundreds of commercial banks, savings and loans and other financial
services providers in Ohio, Kentucky, Indiana, Florida and nationally, which
provide strong competition to the Company's banking subsidiaries. As providers
of a full range of financial services, these subsidiaries compete with national
and state banks, savings and loan associations, securities dealers, brokers,
mortgage bankers, finance and insurance companies, and other financial service
companies. With respect to data processing services, the Bank's data processing
subsidiary, Midwest Payment Systems, Inc., competes with other third party
service providers such as Deluxe Data Services, EDS and Electronic Payment
Systems.
The earnings of the Company are affected by general economic conditions as well
as by the monetary policies of the Federal Reserve Board. Such policies, which
include regulating the national supply of bank reserves and bank credit, can
have a major effect upon the source and cost of funds and the rates of return
earned on loans and investments. The Federal Reserve influences the size and
distribution of bank reserves through its open market operations and changes in
cash reserve requirements against member bank deposits.
REGULATION AND SUPERVISION
The Company, as a bank holding company, is subject to the restrictions of the
Bank Holding Company act of 1956, as amended. This Act provides that the
acquisition of control of a bank is subject to the prior approval of the Board
of Governors of the Federal Reserve System. The Company is required to obtain
the prior approval of the Federal Reserve Board before it can acquire control
of more than 5% of the voting shares of another bank. The Act does not permit
the Federal Reserve Board to approve an acquisition by the Company, or any of
its subsidiaries, of any bank located in a state other than Ohio, unless the
acquisition is specifically authorized by the law of the state in which such
bank is located.
On September 29, 1994, the Act was amended by The Interstate Banking and Branch
Efficiency Act of 1994 which authorizes interstate bank acquisitions anywhere
in the country effective one year after the date of enactment, and interstate
branching by acquisition and consolidation effective June 1, 1997, in those
states that have not opted out by that date. The impact of this amendment on
the Company cannot be measured at this time.
Page 4
The Company's subsidiary state banks are primarily subject to the laws of the
state in which each is located, the Board of Governors of the Federal Reserve
System and/or the Federal Deposit Insurance Corporation. The subsidiary banks
which are organized under the laws of the United States are primarily subject
to regulation by the Comptroller of the Currency and the Federal Deposit
Insurance Corporation. The Company and Fifth Third Kentucky Bank Holding
Company, as savings and loan holding companies, and their savings and loan
subsidiaries are subject to regulation by the Office of Thrift Supervision.
The Company and its subsidiaries are subject to certain restrictions on
intercompany loans and investments. The Company and its subsidiaries are also
subject to certain restrictions with respect to engaging in the underwriting and
public sale and distribution of securities. In addition, the Company and its
subsidiaries are subject to examination at the discretion of supervisory
authorities.
The Bank Holding Company Act limits the activities which may be engaged in by
the Company and its subsidiaries to ownership of banks and those activities
which the Federal Reserve Board has deemed or may in the future find to be so
closely related to banking as to be a proper incident thereto.
The Financial Reform, Recovery and Enforcement Act of 1989 (FIRREA) provides
that a holding company's controlled insured depository institutions are liable
for any loss incurred by the Federal Deposit Insurance Corporation in connection
with the default of, or any FDIC-assisted transaction involving, an affiliated
insured bank or savings association.
The Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDIC
Improvement Act") covers a wide expanse of banking regulatory issues. The FDIC
Improvement Act deals with the recapitalization of the Bank Insurance Fund, with
deposit insurance reform, including requiring the FDIC to establish a risk-based
premium assessment system, and with a number of other regulatory and supervisory
matters. The full effect of the FDIC Improvement Act generally on the financial
services industry, and specifically on the Company, is not determinable.
EMPLOYEES
As of December 31, 1994, there were no employees of the Company. Subsidiaries
of the Company employed 6,045 employees--1,015 were officers and 1,237 were
part-time employees.
STATISTICAL INFORMATION
Pages 6 to 12 contain statistical information on the Company and its
subsidiaries.
Page 5
SECURITIES PORTFOLIO
The securities portfolio as of December 31 for each of the last five years, and
the maturity distribution and weighted average yield of securities as of
December 31, 1994, are incorporated herein by reference to the securities tables
on page 30 of the Company's 1994 Annual Report to Stockholders attached to this
filing as Exhibit 13.
The weighted average yields for the securities portfolio are yields to maturity
weighted by the par values of the securities. The weighted average yields on
securities exempt from income taxes are computed on a taxable equivalent basis.
The taxable equivalent yields are net after-tax yields to maturity divided by
the complement of the full corporate tax rate (35%). In order to express yields
on a taxable equivalent basis, yields on obligations of states and political
subdivisions (municipal securities) have been increased as follows:
Under 1 year 2.16%
1 - 5 years 2.61%
6 - 10 years 2.63%
Over 10 years 2.74%
Total municipal securities 2.49%
AVERAGE BALANCE SHEETS
The average balance sheets are incorporated herein by reference to Table 1 on
pages 26 and 27 of the Company's 1994 Annual Report to Stockholders attached to
this filing as Exhibit 13.
ANALYSIS OF NET INTEREST INCOME AND NET INTEREST INCOME CHANGES
The analysis of net interest income and the analysis of net interest income
changes are incorporated herein by reference to Table 1 and Table 2 and the
related discussion on pages 26 through 28 of the Company's 1994 Annual Report
to Stockholders attached to this filing as Exhibit 13.
Page 6
Types of Loans and Leases
- -------------------------
A summary of loans and leases by major category as of December 31 follows ($000's):
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Commercial, financial and
agricultural loans $3,045,315 2,685,558 2,490,077 2,212,069 2,272,349
Real estate - construction loans 286,088 342,177 330,587 306,655 288,997
Real estate - mortgage loans 3,076,463 3,434,496 2,964,402 1,919,438 1,777,999
Consumer loans 2,407,261 2,090,154 1,713,842 1,517,022 1,511,852
Lease financing 1,703,492 1,170,231 737,186 478,125 429,231
---------- --------- ---------- ---------- ----------
Loans and leases, gross 10,518,619 9,722,616 8,236,094 6,433,309 6,280,428
Unearned income (232,162) (155,718) (120,504) (107,391) (114,620)
Reserve for credit losses (155,918) (144,537) (121,452) (97,319) (90,242)
---------- --------- ---------- ---------- ----------
Loans and leases, net $10,130,539 9,422,361 7,994,138 6,228,599 6,075,566
========== ========= ========== ========== ==========
Maturities and Sensitivity of Loans to Changes in Interest Rates
- -------------------------------------------------------------------
The remaining maturities of the loan portfolio distributed to reflect expected cash flows
(excluding residential mortgage and consumer loans) at December 31, 1994, and the
sensitivity of loans to interest rate changes for loans due after one year was as follows ($000's):
Commercial,
Financial
and Real Estate Real Estate
Agricultural Construction Commercial
Loans Loans Loans Total
------------ ------------ ------------ ------------
Due in one year or less $1,710,365 124,408 77,294 1,912,067
Due after one year through five years 1,070,601 113,960 386,411 1,570,972
Due after five years 264,349 47,720 265,827 577,896
---------- ---------- -------- ----------
Total $3,045,315 286,088 729,532 4,060,935
========== ========== ======== ==========
Loans due after one year:
Predetermined interest rate $720,308 159,188 484,008 1,363,504
========== ========== ======== ==========
Floating or adjustable interest rate $614,642 2,492 168,230 785,364
========== ========== ======== ==========
Page 7
Risk Elements
- -------------
Interest on loans is normally accrued at the rate agreed upon at the time each loan was negotiated. It
is the Company's policy to discontinue accrual of interest on commercial, construction and mortgage
loans when there is a clear indication that the borrower's cash flow may not be sufficient to meet
payments as they become due. Loans, other than consumer loans, are placed on nonaccrual status
when principal or interest is past due ninety days or more, unless the loan is well secured and in the
process of collection. The following table presents data concerning loans and leases at risk at
December 31, 1994 and previous years ($000's):
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Nonaccrual loans and leases $20,725 18,961 32,772 70,618 95,534
Loans and leases contractually
past due ninety days or more as
to interest, principal or rental
payments 13,237 10,444 21,804 27,699 27,857
Loans and leases renegotiated to
provide a reduction or deferral of
interest, principal or rental payments
because of the financial position
deterioration of the borrower 443 2,378 3,693 4,370 8,748
Loans and leases now current
where there are serious doubts
as to the ability of the
borrower to comply with present
repayment terms 35,254 35,992 35,097 32,819 36,690
<FN>
For calendar year 1994, interest income of $556,000 was recorded on nonaccrual and renegotiated
loans and leases. Additional interest income of $1,767,000 would have been recorded if the
nonaccrual and renegotiated loans and leases had been current in accordance with their original terms.
Page 8
Summary of Credit Loss Experience
- ------------------------------------
A summary of the activity in the reserve for credit losses arising from provisions charged to
operations, losses charged off and recoveries of losses previously charged off was as follows ($000's):
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Loans and leases outstanding at
December 31 $10,286,457 9,566,898 8,115,590 6,325,918 6,165,808
============ ========== =========== =========== ===========
Average loans and leases outstanding $9,902,901 8,869,432 7,189,975 6,246,679 5,920,686
============ ========== =========== =========== ===========
Reserve for credit losses, January 1 $144,537 121,452 97,319 90,242 85,664
--------- --------- --------- --------- ---------
Losses charged off:
Commercial, financial and
agricultural loans (8,793) (12,113) (24,156) (22,380) (13,021)
Real estate - construction loans -- -- -- -- (1,724)
Real estate - mortgage loans (3,485) (7,174) (6,488) (11,994) (7,524)
Consumer loans (16,416) (16,035) (22,164) (26,473) (22,395)
Lease financing (2,252) (1,850) (1,910) (2,556) (2,339)
--------- --------- --------- --------- ---------
Total losses (30,946) (37,172) (54,718) (63,403) (47,003)
--------- --------- --------- --------- ---------
Recoveries of losses previously
charged off:
Commercial, financial and
agricultural loans 1,795 2,103 1,109 1,580 1,995
Real estate - construction loans -- -- -- -- --
Real estate - mortgage loans 3,006 564 462 398 548
Consumer loans 7,898 6,793 6,883 5,202 4,337
Lease financing 773 638 499 538 1,222
--------- --------- --------- --------- ---------
Total recoveries 13,472 10,098 8,953 7,718 8,102
--------- --------- --------- --------- ---------
Net losses charged off:
Commercial, financial and
agricultural loans (6,998) (10,010) (23,047) (20,800) (11,026)
Real estate - construction loans -- -- -- -- (1,724)
Real estate - mortgage loans (479) (6,610) (6,026) (11,596) (6,976)
Consumer loans (8,518) (9,242) (15,281) (21,271) (18,058)
Lease financing (1,479) (1,212) (1,411) (2,018) (1,117)
--------- --------- --------- --------- ---------
Total net losses charged off (17,474) (27,074) (45,765) (55,685) (38,901)
--------- --------- --------- --------- ---------
LOC contract (7,800) -- -- -- --
Reserve of acquired banks 875 2,122 3,798 298 --
Provision charged to operations 35,780 48,037 66,100 62,464 43,479
--------- --------- --------- --------- ---------
Reserve for credit losses, December 31 $163,718 144,537 121,452 97,319 90,242
========= ========= ========= ========= =========
Page 9
Summary of Credit Loss Experience, continued
- --------------------------------------------
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Reserve for credit losses,
December 31:
Commercial, financial and
agricultural loans $5,405 6,442 6,096 -- 5,198
Real estate - construction loans 26,298 23,397 16,638 20,182 6,142
Real estate - mortgage loans 36,272 33,450 26,997 23,428 19,191
Consumer loans 15,037 9,423 5,461 4,351 4,659
Lease financing 155,918 144,537 121,452 97,319 90,242
--------- --------- --------- --------- ---------
Total reserve for
credit losses $238,930 217,249 176,644 145,280 125,432
========= ========= ========= ========= =========
<FN>
The analysis above is for analytical purposes. The reserve for credit losses is general in nature and
available to absorb losses from any portion of the loan and lease portfolio.
The distribution of loans and leases by type, the ratio of net charge-offs to average loans and leases
outstanding and the ratio of the reserve for credit losses to loans and leases outstanding is as
follows:
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
Percentage of loans and leases to total
loans and leases at December 31
Commercial, financial and
agricultural loans 29.5 % 32.7 37.3 40.4 42.3
Real estate - construction loans 2.8 4.1 4.8 4.4 5.2
Real estate - mortgage loans 29.9 32.0 25.5 22.3 20.6
Consumer loans 23.4 21.5 24.4 25.2 23.8
Lease financing 14.4 9.7 8.0 7.7 8.1
------ ------ ------ ------ ------
Total 100.0 % 100.0 100.0 100.0 100.0
------ ------ ------ ------ ------
Ratio of net charge-offs during year to
average loans and leases outstanding during
year
Commercial, financial and
agricultural loans 0.24 % 0.38 0.98 0.92 0.50
Real estate - construction loans -- -- -- -- 0.57
Real estate - mortgage loans 0.01 0.21 0.25 0.63 0.42
Consumer loans 0.38 0.49 0.96 1.44 1.29
Lease financing 0.12 0.15 0.29 0.54 0.32
Weighted Average Ratio 0.18 0.31 0.64 0.89 0.66
Page 10
Reserve for Credit Losses
- -------------------------
The reserve for credit losses is established through charges to
operations by a provision for credit losses. Loans and leases which
are determined to be uncollectible are charged against the reserve and
any subsequent recoveries are credited to the reserve. The amount
charged to operations is based on several factors. These include the
following:
1. Analytical reviews of the credit loss experience in relationship to
outstanding loans and leases to determine an adequate reserve for
credit losses required for loans and leases at risk.
2. A continuing review of problem or at risk loans and leases and the
overall portfolio quality.
3. Regular examinations and appraisals of the loan and lease portfolio
conducted by the Bank's examination staff and the banking supervisory
authorities.
4. Management's judgement with respect to the current and expected
economic conditions and their impact on the existing loan and lease
portfolio.
The amount provided for credit losses exceeded actual net charge-offs by
$18,306,000 in 1994, $20,963,000 in 1993 and $20,335,000 in 1992.
Management reviews the reserve on a quarterly basis to determine whether
additional provisions should be made after considering the factors noted above.
Based on these procedures, management is of the opinion that the reserve at
December 31, 1994 of $155,918,000 is adequate.
Maturity Distribution of Domestic Certificates of Deposit of $100,000
- ---------------------------------------------------------------------
and Over at December 31, 1993 ($000's)
--------------------------------------
Three months or less $142,325
Over three months through six months 70,936
Over six months through twelve months 23,816
Over twelve months 25,325
--------
Total certificates - $100,000 and over $262,402
========
Note: Foreign office deposits are denominated in amounts greater than $100,000.
Page 11
Short-Term Borrowings
- ---------------------
Short-term borrowings is comprised of various short-term sources of funds,
primarily Federal funds borrowed from correspondent banks, securities sold under
agreements to repurchase, short-term bank notes and commercial paper issuances.
A summary of the average amount outstanding, maximum month-end balance and
weighted average interest rate for the years ended December 31 follows ($000's):
1994 1993 1992
------ ------ ------
Average outstanding $1,967,819 1,365,070 1,229,664
Maximum month-end balance $2,452,218 1,734,920 1,551,092
Weighted average interest rate 4.12% 3.17 3.80
Return on Equity and Assets
- ---------------------------
The following table presents certain operating ratios:
1994 1993 1992
------ ------ ------
Return on assets (A) 1.77% 1.71 1.63
Return on equity (B) 18.6% 17.8 16.9
Dividend payout ratio (C) 32.3% 31.7 33.0
Equity to assets ratio (D) 9.50% 9.61 9.62
- ------------------------------------
(A) net income divided by average assets
(B) net income divided by average equity
(C) dividends declared per share divided by fully diluted net income per share
(D) average equity divided by average assets
Page 12
ITEM 2. PROPERTIES
The Company's executive offices and the main office of the Bank are located on
Fountain Square Plaza in downtown Cincinnati, Ohio, located in a 32-story office
tower and a 5-story office building and parking garage known as the Fifth Third
Center and the William S. Rowe Building, respectively. One of the Bank's
subsidiaries owns 100% of these buildings.
The Company, through its subsidiary banks and savings banks, five located in
Ohio, three in Kentucky, two in Indiana and one in Florida, operate 353 banking
centers, of which 177 are owned and 176 are leased. The properties owned are
free from mortgages and encumbrances.
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiaries are not parties to any material legal
proceedings other than routine litigation incidental to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to
Page 1 of Registrant's 1994 Annual Report to Stockholders attached to this
filing as Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference to
page 35 of Registrant's 1994 Annual Report to Stockholders attached to this
filing as Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is incorporated herein by reference to
pages 26 through 34 of Registrant's 1994 Annual Report to Stockholders attached
to this filing as Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference to
pages 13 through 25 and page 35 of Registrant's 1994 Annual Report to
Stockholders attached to this filing as Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
Page 13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item concerning Directors is incorporated
herein by reference under the caption "ELECTION OF DIRECTORS" of the
Registrant's 1995 Proxy Statement. The names, ages and positions of the
Executive Officers of the Company as of January 31, 1995 are listed below along
with their business experience during the past 5 years. Officers are appointed
annually by the Board of Directors at the meeting of Directors immediately
following the Annual Meeting of Stockholders.
CURRENT POSITION AND
NAME AND AGE BUSINESS EXPERIENCE DURING PAST 5 YEARS
- ------------ ----------------------------------------
George A. Schaefer, Jr., 49 PRESIDENT AND CEO. President and Chief
Executive Officer of the Company and the
Bank since January, 1991. Previously,
Mr. Schaefer was President and COO of
the Company and the Bank.
George W. Landry, 54 EXECUTIVE VICE PRESIDENT. Executive Vice
President of the Company and the Bank.
Stephen J. Schrantz, 46 EXECUTIVE VICE PRESIDENT. Executive Vice
President of the Company and the Bank.
Michael D. Baker, 44 SENIOR VICE PRESIDENT. Senior Vice
President of the Company since March, 1993,
and of the Bank.
P. Michael Brumm, 47 SENIOR VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER. CFO of the Company and the Bank
since June, 1990, and Senior Vice President
of the Bank.
Robert P. Niehaus, 48 SENIOR VICE PRESIDENT. Senior Vice
President of the Company since March 1993,
and Senior Vice President of the Bank.
Previously, Mr. Niehaus was Vice President
of the Company.
James R. Gaunt, 49 SENIOR VICE PRESIDENT. Senior Vice
President of the Company and President and
CEO of Fifth Third Bank of Kentucky, Inc.
since August, 1994. Previously, Mr. Gaunt
was Senior Vice President of the Bank.
Michael K. Keating, 39 SENIOR VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY. Senior Vice President and
General Counsel of the Company since March,
1993 and Senior Vice President and Counsel
of the Bank since November, 1989, and
Secretary of the Company and the Bank since
January, 1994. Mr. Keating is a son of Mr.
William J. Keating, Director.
Page 14
CURRENT POSITION AND
NAME AND AGE BUSINESS EXPERIENCE DURING PAST 5 YEARS
- ------------ ------------------------------------------
Neal E. Arnold, 34 TREASURER. Treasurer of the Company and
the Bank since October, 1990 and Senior
Vice President of the Bank since April,
1993. Previously, Mr. Arnold was Vice
President of the Bank since October, 1990.
Previously, Mr. Arnold was CFO and Senior
Vice President with First National Bank of
Grand Forks, North Dakota.
Gerald L. Wissel, 38 AUDITOR. Auditor of the Company and the
Bank since March 1990 and Senior Vice
President of the Bank since November 1991.
Previously, Mr. Wissel was Vice President
of the Bank since March 1990. Mr. Wissel
was formerly with Deloitte and Touche LLP,
independent public accountants.
Roger W. Dean, 32 CONTROLLER. Controller of the Company and
Vice President of the Bank since June,
1993. Previously, Mr. Dean was with
Deloitte & Touche LLP, independent public
accountants.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference under
the caption "EXECUTIVE COMPENSATION" of the Registrant's 1995 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference under
the captions "CERTAIN BENEFICIAL OWNERS, ELECTION OF DIRECTORS, AND EXECUTIVE
COMPENSATION" of the Registrant's 1995 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference under
the caption "CERTAIN TRANSACTIONS" of the Registrant's 1995 Proxy Statement.
Page 15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
a) Documents Filed as Part of the Report PAGE
1. Index to Financial Statements
Consolidated Statements of Income for the
Years Ended December 31, 1994, 1993 and 1992 *
Consolidated Balance Sheets, December 31, 1994
and 1993 *
Consolidated Statements of Changes in
Stockholders' Equity for the Years Ended
December 31, 1994, 1993 and 1992 *
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1994, 1993 and 1992 *
Notes to Consolidated Financial Statements *
* Incorporated by reference to pages 13 through 25 of Registrant's 1994
Annual Report to Stockholders attached to this filing as Exhibit 13.
2. Financial Statement Schedules
The schedules for Registrant and its subsidiaries are omitted because
of the absence of conditions under which they are required, or
because the information is set forth in the consolidated financial
statements or the notes thereto.
3. Exhibits
EXHIBIT
NO.
3- Amended Articles of Incorporation and Code of Regulations**
10(a)- Fifth Third Bancorp Unfunded Deferred Compensation Plan for
Non-Employee Directors ***
10(b)- Fifth Third Bancorp 1990 Stock Option Plan ****
10(c)- Fifth Third Bancorp 1987 Stock Option Plan *****
10(d)- Fifth Third Bancorp 1982 Stock Option Plan ******
10(e)- Fifth Third Bancorp Stock Option Plan for Employees of The
Fifth Third Bank of Miami Valley, National Association
*******
10(f)- Fifth Third Bancorp Stock Option Plan for Employees of The
Fifth Third Bank of Eastern Indiana ********
10(g)- Indenture effective November 19, 1992 between Fifth Third
Bancorp, Issuer and NBD Bank, N.A., Trustee *********
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10(h)- Fifth Third Bancorp Amended and Restated Stock Option Plan
for Employees and Directors of The TriState Bancorp
**********
10(i)- Fifth Third Bancorp 1993 Discount Stock Purchase Plan
***********
10(j)- Fifth Third Bancorp Amended and Restated Stock Incentive
Plan for selected Executive Officers, Employees and
Directors of The cumberland Federal Bancorporation, Inc.
************
10(k)- Fifth Third Bancorp Master Profit Sharing Plan*************
11- Computation of Consolidated Net Income Per Share for the
Years Ended December 31, 1994, 1993, 1992, 1991 and 1990
13- Fifth Third Bancorp 1994 Annual Report to Stockholders
21- Fifth Third Bancorp Subsidiaries
23- Independent Auditors' Consent
b) Reports on Form 8-K
NONE.
____________________
** Incorporated by reference to Registrant's Registration
Statement, Exhibits 3.1 and 3.2, on Form S-4, Registration
No. 33-19965 which is effective.
*** Incorporated in this Form 10-K Annual Report by reference to
Form 10-K filed for fiscal year ended December 31, 1985.
**** Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-
34075, which is effective.
***** Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-
13252, which is effective.
****** Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 2-98550,
which is effective.
******* Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-
20888, which is effective.
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******** Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission on November 18, 1992 a
Form 8-K Current Report as an exhibit to a Registration
Statement on Form S-8, Registration No. 33-30690, which is
effective.
********* Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission on November 18, 1992 a
Form 8-K Current Report dated November 16, 1992 and as
Exhibit 4.1 to a Registration Statement on Form S-3,
Registration No. 33-54134, which is effective.
********** Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-
51679, which is effective.
*********** Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-
60474, which is effective.
************ Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-
55223, which is effective.
************* Incorporated by reference to Registrant's filing with the
Securities and Exchange Commission as an exhibit to a
Registration Statement on Form S-8, Registration No. 33-
55553, which is effective.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/George A. Schaefer, Jr. February 21, 1995
- -----------------------------
George A. Schaefer, Jr.
President and CEO
(Principal Executive Officer)
Pursuant to requirements of the Securities Exchange Act of 1934, this report has
been signed on February 21, 1995 by the following persons on behalf of the
Registrant and in the capacities indicated.
/s/P. Michael Brumm /s/Roger W. Dean
- --------------------------------- ------------------------------
P. Michael Brumm Roger W. Dean
Senior Vice President and CFO Controller
(Chief Financial Officer) (Principal Accounting Officer)
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/s/John F. Barrett
- --------------------- ----------------------- -------------------------
John F. Barrett Ivan W. Gorr Michael H. Norris
Director Director Director
/s/Joseph H. Head, Jr. /s/Brian H. Rowe
- --------------------- ----------------------- -------------------------
Milton C. Boesel, Jr. Joseph H. Head, Jr. Brian H. Rowe
Director Director Director
/s/George A. Schaefer, Jr.
- --------------------- ----------------------- -------------------------
Clement L. Buenger Joan R. Herschede George A. Schaefer, Jr.
Director Director Director
/s/Gerald V. Dirvin /s/William G. Kagler /s/John J. Schiff, Jr.
- --------------------- ----------------------- -------------------------
Gerald V. Dirvin William G. Kagler John J. Schiff, Jr.
Director Director Director
/s/William J. Keating /s/Dennis J. Sullivan, Jr.
- --------------------- ----------------------- -------------------------
Thomas B. Donnell William J. Keating Dennis J. Sullivan, Jr.
Director Director Director
/s/James D. Kiggen
- --------------------- ----------------------- -------------------------
Richard T. Farmer James D. Kiggen Dudley S. Taft
Director Director Director
/s/John D. Geary
- --------------------- -----------------------
John D. Geary Robert B. Morgan
Director Director
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