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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from_______ to _______
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
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 $15,230,004,978 as of March 29, 2000. (1)
There were 309,380,174 shares of the Registrant's Common Stock, without par
value, outstanding as of February 29, 2000.
DOCUMENTS INCORPORATED BY REFERENCE
1999 Annual Report to Shareholders: Parts I, II and IV
Proxy Statement for 2000 Annual Meeting of Shareholders: Parts III and IV
(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, 1999, voting stock
owned of record by its directors and principal executive officers, shareholders
owning greater than 10% of the voting stock and voting stock held by
Registrant's trust departments in a fiduciary capacity.
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FIFTH THIRD BANCORP
1999 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Page
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Item 1. Business 3-16
Item 2. Properties 17
Item 3. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 17
PART II
Item 5. Market For Registrant's Common Equity and Related
Shareholder Matters 18
Item 6. Selected Financial Data 18
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 18-19
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19
Item 8. Financial Statements and Supplementary Data 19
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 19
PART III
Item 10. Directors and Executive Officers of the Registrant 20-23
Item 11. Executive Compensation 23
Item 12. Security Ownership of Certain Beneficial Owners and Management 23
Item 13. Certain Relationships and Related Transactions 23
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 24-30
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PART I
ITEM 1. BUSINESS
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ORGANIZATION
Fifth Third Bancorp (the "Registrant") is an Ohio corporation organized in 1975
as a bank holding company registered under the Bank Holding Company Act of 1956,
as amended (the "Act"), and subject to regulation by the Federal Reserve Board
("FRB"). The Registrant, with its principal office located in Cincinnati, is a
multi-bank holding company as defined in the Act and is registered as such with
the Board of Governors of the Federal Reserve System and at December 31, 1999
had 18 wholly-owned subsidiaries: Fifth Third Bank; Fifth Third Bank, Central
Ohio; Fifth Third Bank, Northwestern Ohio, N.A.; Fifth Third Bank, Ohio Valley;
Fifth Third Bank, Western Ohio; Fifth Third Bank, Florida; Fifth Third Bank,
Northern Kentucky, Inc.; Fifth Third Bank, Kentucky, Inc.; Fifth Third Bank,
Indiana; Fifth Third Bank, Southwest, F.S.B.; Civitas Bank; Fifth Third
Community Development Company; CNB Capital Trust I; Fifth Third Investment
Company; Calvin Hotel Co.; Fifth Third Securities; State Savings Mortgage
Company and Heartland Capital Management, Inc. On March 17, 2000, Fifth Third
Bank, Indiana merged into Civitas Bank and Civitas Bank simultaneously changed
its name to Fifth Third Bank, Indiana.
At December 31, 1999, the Registrant, its affiliated banks and other
subsidiaries, had consolidated total assets of $41.6 billion, consolidated total
deposits of $26.1 billion and consolidated total shareholders' equity of $4.1
billion.
The Registrant, through its subsidiaries, engages primarily in commercial,
retail and trust banking, data processing services, investment advisory services
and leasing activities. In addition, the Registrant provides credit life,
accident, health and mortgage insurance, discount brokerage services and
property management for its properties. Each of the banking affiliates has
deposit insurance provided by the Federal Deposit Insurance Corporation ("FDIC")
through the Bank Insurance Fund ("BIF") and the Savings Association Insurance
Fund ("SAIF"). Significant subsidiaries of the Registrant's affiliate banks
consist of The Fifth Third Company; The Fifth Third Leasing Company; Midwest
Payment Systems, Inc. ("MPS"); Fifth Third International Company; Fifth Third
Real Estate Capital Markets Co.; Fifth Third Mortgage Company; Fifth Third Real
Estate Investment Trust, Inc.; Fifth Third Insurance Reinsurance Company; and
Fifth Third Insurance Agency. The Registrant's subsidiaries provide a full range
of financial products and services to the retail, commercial, financial,
governmental, educational and medical sectors, including a wide variety of
checking, savings and money market accounts, and credit products such as credit
cards, installment loans, mortgage loans and leasing.
The Registrant, through its MPS subsidiary, operates for itself and other
financial institutions a proprietary automated teller machine ("ATM") network,
Jeanie(R). The Jeanie(R) system participates in several regional shared ATM
networks including "Money Station(R)," "Pulse(R)" and "Star(R)". These networks
include approximately 6,500, 42,000 and 70,000 ATMs, respectively. The "Money
Station(R)" network, in which the Registrant has a 20% ownership, participates
in another shared ATM network called "PLUS System(R)," which is a nationwide
network with over 490,000 participating ATM's. MPS also provides electronic fund
transfers,
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PART I
ITEM 1. BUSINESS (CONTINUED)
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ORGANIZATION
ATM processing, electronic personal banking, merchant transaction processing,
electronic bill payment and electronic benefit transfer services for several
regional banks, bank holding companies, service retailers and other financial
institutions throughout the United States.
Fifth Third International Company has a 99.9 percent-owned subsidiary: Fifth
Third Trade Services Limited. Fifth Third Investment Company owns the remaining
.01 percent. These subsidiaries provide foreign exchange trading, automated
letters of credit and import/export services to commercial customers.
The Fifth Third Leasing Company has a 100 percent-owned subsidiary: The Fifth
Third Auto Leasing Trust, which provides indirect auto loans and leases to
consumers.
Additional information regarding the Registrant's businesses is included in the
Management Editorial (pages 4 -12) in the Registrant's 1999 Annual Report to
Shareholders and is incorporated herein by reference and attached to this filing
as Exhibit 13.
ACQUISITIONS
The Registrant is the result of mergers and acquisitions over the years
involving financial institutions throughout Ohio, Indiana, Kentucky, Michigan,
Illinois, Arizona and Florida. The Registrant's strategy for growth includes
strengthening its presence in core markets, expanding into contiguous markets
and broadening its product offerings. Consistent with this strategy the
Registrant completed the following acquisitions during 1999:
On November 19, 1999, the Registrant acquired Peoples Bank Corporation of
Indianapolis ("Peoples") and its subsidiary, Peoples Bank & Trust Company with
total assets of $675 million and total deposits of $587 million. The Registrant
exchanged 3,381,220 shares of Fifth Third common stock for each outstanding
share of Peoples.
On October 29, 1999, the Registrant acquired CNB Bancshares, Inc. ("CNB") a bank
holding company based in Evansville, Indiana which owns Civitas Bank, with total
assets of $7.9 billion and total deposits of $4.9 billion. The Registrant
exchanged 30,370,745 shares of Fifth Third common stock for each outstanding
share of CNB.
On August 6, 1999, the Registrant acquired Emerald Financial Corp., ("Emerald")
a unitary savings and loan holding company based in Strongsville, Ohio with
total assets of $677 million and total deposits of $562 million. The Registrant
exchanged 3,379,539 shares of Fifth Third common stock for each outstanding
share of Emerald.
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PART I
ITEM 1. BUSINESS (CONTINUED)
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ACQUISITIONS
In addition, to the above mentioned acquisitions, the Registrant acquired
Vanguard Financial Co., based in Cincinnati, Ohio; Enterprise Federal Bancorp,
Inc. based in West Chester, Ohio; South Florida Bank Holding Corporation, based
in Ft Myers, Florida; and Ashland Bankshares, Inc., based in Ashland, Kentucky.
Information, with respect to acquisitions is included in Note 18 (pages 25-26)
of the Notes to Consolidated Financial Statements in the Registrant's 1999
Annual Report to Shareholders, and is incorporated herein by reference and
attached to this filing as Exhibit 13.
COMPETITION
There are hundreds of commercial banks, savings and loans and other financial
service providers in Ohio, Kentucky, Michigan, Illinois, Indiana, Arizona,
Florida and nationally, which provide strong competition to the Registrant's
banking subsidiaries. The Registrant competes for deposits; loans and other
banking services in its principal geographic markets as well as in selected
national markets as opportunities arise. In addition to the challenge of
attracting and retaining customers for traditional banking services, the
Registrant's competitors now include securities dealers, brokers, mortgage
bankers, investment advisors and insurance companies who seek to offer one-stop
financial services to their customers which include services that traditional
banks have not been able or allowed to offer their customers in the past.
Moreover, under the Gramm-Leach-Bliley Act of 1999 (the "Gramm-Leach-Bliley
Act"), effective March 11, 2000, securities firms, insurance companies and other
financial services providers that elect to become financial holding companies
may acquire banks and other financial institutions. The Gramm-Leach-Bliley Act
may significantly change the competitive environment in which the Registrant
conducts business. See "Regulation and Supervision" below. The increasingly
competitive environment is a result primarily of changes in regulation, changes
in technology, product delivery systems and the accelerating pace of
consolidation among financial service providers. These competitors with focused
products targeted at highly profitable customer segments, compete across
geographic boundaries and provide customers increasing access to meaningful
alternatives to banking services in nearly all-significant products. These
competitive trends are likely to continue. The Registrant's ability to maintain
its history of strong financial performance and return on investment to
shareholders will depend in part on the Registrant's ability to expand its scope
of available financial services as needed to meet the needs and demands of its
customers. With respect to data processing services, the Bank's data processing
subsidiary, MPS, competes with other electronic fund transfer (EFT) service
providers such as Concord EFS, Inc., Deluxe Corporation and Electronic Data
Systems and other merchant processing providers such as First Data Corporation,
National Processing, Inc. and First USA Paymentech, Inc.
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
The earnings of the Registrant are affected by general economic conditions as
well as by the monetary policies of the FRB. 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 System exerts a substantial influence
on interest rates and credit conditions, primarily through open market
operations in U.S. Government securities, varying the discount rate on member
bank borrowings and setting cash reserve requirements against deposits. Changes
in monetary policy, including changes in interest rates, will influence the
origination of loans, the purchase of investments, the generation of deposits
and rates received on loans and investment securities and paid on deposits.
Fluctuations in the Federal Reserve monetary policies have had a significant
effect on the operating results of financial institutions in the past and are
expected to continue to do so in the future.
The Registrant, as a bank holding company, is subject to the restrictions of the
Act. The 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
Registrant is required to obtain the prior approval of the FRB before acquiring
control of more than 5 percent of the voting shares of another bank. The Act
does not permit the FRB to approve an acquisition by the Registrant, 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 Act limits the activities which may be engaged in by the Registrant and its
subsidiaries to ownership of banks and those activities which the FRB has deemed
or may in the future find to be so closely related to banking as to be a proper
incident thereto.
The Gramm-Leach-Bliley Act, which became law on November 12, 1999, repeals
provisions of the Glass-Steagall Act: Section 20, which restricted the
affiliation of banks with firms "engaged principally" in specified securities
activities and Section 32, which restricts officer, director, or employee
interlocks between a bank and any company or person "primarily engaged" in
specified securities activities. Moreover, the general effect of the law is to
establish a comprehensive framework to permit affiliations among commercial
banks, insurance companies, securities firms and other financial service
providers by revising and expanding the
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
Act framework to permit a holding company system, such as the Registrant, to
engage in a full range of financial activities through a new entity known as a
financial holding company. "Financial activities" are broadly defined to include
not only banking, insurance, and securities activities, but also merchant
banking and additional activities that the FBR, in consultation with the
Secretary of the Treasury, determines to be financial in nature. These
activities are incidental to such financial activities or complementary
activities that do not pose a substantial risk to the safety and soundness of
depository institutions or the financial system in general. In sum, the
Gramm-Leach-Bliley Act is intended to permit bank holding companies that qualify
and elect to be treated as a financial holding company to engage in a
significantly broader range of activities described above that are not so
treated.
In order to elect to become a financial holding company and engage in the new
activities, a bank holding company must meet certain tests and file an election
form with the FRB, which generally is acted on within thirty days. To qualify,
all of a bank holding company's subsidiary banks must be well-capitalized and
well-managed, as measured by regulatory guidelines. In addition, to engage in
the new activities each of the bank holding company's banks must have been rated
"satisfactory" or better in its most recent Federal Community Reinvestment Act
evaluation. Furthermore a bank holding company that elects to be treated as a
financial holding company may face significant consequences. If its banks fail
to maintain the required capital and management ratings including entering into
an agreement with the FRB which imposes limitations on its operations and may
even require divestitures. Such possible ramifications may limit the ability of
a bank subsidiary to significantly expand or acquire less than well-capitalized
and well-managed institutions. The Registrant elected to become a financial
holding company.
The Registrant'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 the FDIC. The Registrant's national bank is subject to regulation by
the Comptroller of the Currency and the FDIC. The Registrant's savings and loan
subsidiary is subject to regulation by the Office of Thrift Supervision. The
Registrant is required to file reports of its operations with the Board of
Governors of the Federal Reserve System and the Office of Thrift Supervision,
and is subject to examination.
The Registrant and its subsidiaries are subject to certain restrictions on
intercompany loans, investments, and restrictions on the terms of transactions
between the Registrant and its affiliates and on any extension of credit to its
affiliates. Dividends payable by the affiliate banks to the Registrant without
express regulatory approval are limited by a formula. The Registrant and its
subsidiaries are also subject to certain restrictions with respect to engaging
in the underwriting and public sale and distribution of securities. The
Registrant's commercial banks are subject to
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
requirements and restrictions under federal and state law, including
requirements to maintain reserves against deposits, restrictions on the types
and amounts of loans that may be granted and the interest that may be charged
thereon, and limitations on the types of investments that may be made and the
type of services which may be offered. Various consumer laws and regulations
also effect the operations of the Registrant's banking subsidiaries. The
Registrant's state-chartered banking subsidiaries are subject to federal and
state regulation of their activities and business, including in the case of
banks chartered in Ohio, by the Ohio Division of Financial Institutions; in
Kentucky, by the Kentucky Department of Financial Institutions; in Indiana, by
the Indiana Department of Financial Institutions; in Florida, by the Florida
Department of Banking and Finance; and in Michigan, by the Financial
Institutions Bureau.
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 FDIC 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.
Additional information regarding regulatory matters is included in Note 15 (page
24) of the Notes to Consolidated Financial Statements in the 1999 Annual Report
to Shareholders, and is incorporated herein by reference and attached to this
filing as Exhibit 13.
EMPLOYEES
As of December 31, 1999, there were no employees of the Registrant. Subsidiaries
of the Registrant employed 12,240 employees -- 1,624 were officers and 1,700
were part-time employees. There were 11,692 full-time equivalent employees as of
December 31, 1999.
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PART I
ITEM 1. BUSINESS (CONTINUED)
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STATISTICAL INFORMATION
Pages 9 to 14 contain statistical information on the Registrant and its
subsidiaries. Information about the Registrant's business segments is
incorporated herein by reference to pages 28 and 29 of the Registrant's 1999
Annual Report to Shareholders attached to this filing as Exhibit 13.
AVERAGE BALANCE SHEETS
The average balance sheets for each of the last three fiscal years are
incorporated herein by reference to Table 1 on page 31 of the Registrant's 1999
Annual Report to Shareholders 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 32 through 33 of the Registrant's 1999 Annual Report
to Shareholders attached to this filing as Exhibit 13.
INVESTMENT SECURITIES PORTFOLIO
The investment securities portfolio as of December 31 for each of the last five
years and the maturity distribution and weighted average yield of investment
securities as of December 31, 1999, are incorporated herein by reference to the
securities portfolio and maturities of securities tables on page 36 of the
Registrant's 1999 Annual Report to Shareholders attached to this filing as
Exhibit 13.
The weighted average yields for the investment securities portfolio are yields
to maturity, weighted by the par values of the investment securities. The
weighted average yields on investment 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 percent). 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 3.07%
1 - 5 years 2.87%
6 - 10 years 2.71%
Over 10 years 2.42%
Total municipal securities 2.63%
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TYPES OF LOANS AND LEASES
A summary of loans and leases by major category for the last five fiscal years
ended as of December 31 follows ($000's):
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
Commercial, financial and
agricultural loans $ 6,206,712 5,558,578 5,751,656 5,173,420 4,722,344
Real estate - construction loans 1,067,887 826,289 723,809 742,674 623,135
Real estate - mortgage loans 7,465,349 7,884,032 8,336,299 8,019,065 7,043,320
Consumer loans 5,283,684 4,458,005 4,053,995 3,652,083 4,081,271
Lease financing 5,862,606 4,343,010 3,621,773 3,108,759 2,306,224
------------ ------------ ------------ ------------ ------------
Loans and leases, gross 25,886,238 23,069,914 22,487,532 20,696,001 18,776,294
Unearned income (922,618) (713,390) (588,578) (488,121) (353,619)
Reserve for credit losses (366,640) (331,621) (312,264) (284,284) (271,006)
------------ ------------ ------------ ------------ ------------
Loans and leases, net $ 24,596,980 22,024,903 21,586,690 19,923,596 18,151,669
============ ============ ============ ============ ============
Loans held for sale $ 297,277 588,972 315,156 93,279 390,938
============ ============ ============ ============ ============
MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES
The remaining maturities of the loan portfolio distributed to reflect cash flows
(excluding residential mortgages, consumer loans and lease financing) at
December 31, 1999, based on scheduled repayments 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 $2,952,754 497,633 612,130 $4,062,517
Due after one year through five years 2,495,053 293,340 1,208,109 3,996,502
Due after five years 758,905 276,914 831,139 1,866,958
---------- ---------- ---------- ----------
Total $6,206,712 $1,067,887 $2,651,378 $9,925,977
========== ========== ========== ==========
LOANS DUE AFTER ONE YEAR:
Predetermined interest rate $2,364,136 418,006 1,609,838 $4,391,980
========== ========== ========== ==========
Floating or adjustable interest rate $ 889,822 152,248 429,410 $1,471,480
========== ========== ========== ==========
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RISK ELEMENTS
Interest on loans is normally accrued at the rate agreed upon at the time each
loan was negotiated. It is the Registrant's policy to discontinue accrual of
interest on commercial, construction and mortgage loans when there is a clear
indication 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 as of December 31, ($000's)
1999 1998 1997 1996 1995
------- -------- -------- ------- ------
Nonaccrual loans and leases $66,805 77,177 102,059 98,819 107,638
Loans and leases contractually
past due 90 days or more as
to principal, interest, or rental
payments $68,233 87,002 55,779 48,060 25,893
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 $ -- 1,195 1,795 3,062 2,274
As of December 31, 1999, loans and leases of $39,574 were currently performing
in accordance with contractual terms where there are serious doubts as to the
ability of the borrower to comply with such terms.
For the years 1999, 1998 and 1997, interest income of $839, $2,343 and 2,388,
respectively was recorded on nonaccrual and renegotiated loans and leases.
Additional interest income of $5,447, $6,063 and $8,100 would have been recorded
if the nonaccrual and renegotiated loans and leases had been current in
accordance with their original terms.
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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):
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
Loans and leases outstanding at
December 31 $ 24,963,620 22,356,524 21,898,954 20,207,880 18,422,675
============ ============ ============ ============ ============
Loans held for sale 297,277 588,972 315,156 93,279 390,938
Average loans and leases
outstanding 24,382,553 22,542,611 21,129,681 19,632,693 17,641,384
============ ============ ============ ============ ============
Reserve for credit losses,
January 1 $ 331,621 312,264 284,284 271,006 245,925
------------ ------------ ------------ ------------ ------------
Losses charged off:
Commercial, financial and
agricultural loans (49,684) (44,526) (16,347) (16,826) (10,163)
Real estate - construction loans (539) (953) (243) (147) (69)
Real estate - mortgage loans (2,636) (9,795) (11,894) (9,005) (8,143)
Consumer loans (64,176) (58,947) (70,188) (64,293) (34,639)
Lease financing (37,233) (28,570) (23,034) (13,285) (5,084)
------------ ------------ ------------ ------------ ------------
Total losses (154,268) (142,791) (121,706) (103,556) (58,098)
------------ ------------ ------------ ------------ ------------
Recoveries of losses previously
charged off:
Commercial, financial and
agricultural loans 10,459 4,338 4,094 4,989 2,808
Real estate - construction loans -- 75 293 -- 63
Real estate - mortgage loans 678 2,893 2,392 3,545 3,108
Consumer loans 19,468 20,044 17,440 14,844 9,885
Lease financing 11,855 5,612 6,315 2,866 1,393
------------ ------------ ------------ ------------ ------------
Total recoveries 42,460 32,962 30,534 26,244 17,257
------------ ------------ ------------ ------------ ------------
Net losses charged off:
Commercial, financial and
agricultural loans (39,225) (40,188) (12,253) (11,837) (7,355)
Real estate - construction loans (539) (878) 50 (147) (6)
Real estate - mortgage loans (1,958) (6,902) (9,502) (5,460) (5,035)
Consumer loans (44,708) (38,903) (52,748) (49,449) (24,754)
Lease financing (25,378) (22,958) (16,719) (10,419) (3,691)
------------ ------------ ------------ ------------ ------------
Total net losses charged off (111,808) (109,829) (91,172) (77,312) (40,841)
------------ ------------ ------------ ------------ ------------
Letter of credit
Reserve of acquired
institutions and other 12,770 5,697 2,206 7,710 11,103
Provision charged to operations 134,057 123,489 116,946 82,880 54,819
Reserve for credit losses, ------------ ------------ ------------ ------------ ------------
December 31 $ 366,640 331,621 312,264 284,284 271,006
============ ============ ============ ============ ============
Reserve as a percent of loans
and leases outstanding 1.47% 1.48% 1.43% 1.41% 1.47%
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SUMMARY OF CREDIT LOSS EXPERIENCE, CONTINUED
Allocation of reserve for credit losses,
December 31: 1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
Commercial, financial and
agricultural loans $143,676 83,264 117,569 124,563 151,003
Real estate - construction loans 8,895 5,001 7,454 2,373 1,804
Real estate - mortgage loans 13,214 1,750 2,110 2,360 2,439
Consumer loans 105,187 149,750 116,988 103,092 79,913
Lease financing 95,668 91,856 68,143 51,896 35,847
-------- -------- -------- -------- --------
Total reserve for credit losses $366,640 331,621 312,264 284,284 271,006
======== ======== ======== ======== ========
The reserve for credit losses is general in nature and is available to absorb
losses from any portion of the loan and lease portfolio.
As of December 31, 1999, the allowance for loan losses was $367 million or 1.47
percent of total loans, net of unearned interest. This compares to $332 million
or 1.48 percent of total loans, net of unearned interest, as of December 31,
1998. The decline in this ratio was due to an improvement in the credit quality
of consumer loans, as exhibited by the decrease of nonaccrual loans and leases
from $77.1 million at December 31, 1998 to $66.8 million at December 31, 1999.
Total underperforming assets also decreased from $177.9 million, or .80% of
total loans and leases outstanding, at December 31, 1998 to $145.5 million, or
.58% of total loans and leases outstanding, at December 31, 1999.
As shown in the table above, the impact of the above improvement in
underperforming assets was partially offset by an increase in commercial
exposure through acquisitions. The allocation of the allowance for loan and
lease losses for consumer and commercial mortgages increased from $1.8 million,
or 1% of the allowance for loan and lease losses, at December 31, 1998 to $13.2
million, or 4% of the allowance for loan and lease losses, December 31, 1999.
The allocation of the allowance for loan and lease losses for commercial loans
increased from $83.3 million, or 25% of the allowance for loan and lease losses,
at December 31, 1998 to $143.7 million, or 39% of the allowance for loan and
lease losses, at December 31, 1999.
Net charge-offs increased in 1999 to $112 million from $110 million in 1998.
In 1999 and 1998, the Registrant recorded $26.2 million and $16.7 million,
respectively of merger-related charge-offs in connection with acquisitions of
Peoples and CNB in 1999 and CitFed Bancorp, Inc. and State Savings Company in
1998. Merger-related charge-offs occurred due to the change in intent of the
management regarding the work-out strategy for certain acquired problem loans
and to conform the acquired entities' charge-off practices to those of the
Registrant. Excluding merger-related charge-offs in 1999 and 1998, net
charge-offs declined to $85 million from $93 million.
13
14
SUMMARY OF CREDIT LOSS EXPERIENCE, CONTINUED
The distribution of loans and leases by type and the ratio of net charge-offs to
average loans and leases outstanding was as follows:
1999 1998 1997 1996 1995
------- ------ ------- ------- -------
Percentage of loans and leases to total
loans and leases at December 31:
Commercial, financial and
agricultural loans 24.0 24.1 25.6 25.0 25.2
Real estate - construction loans 4.1 3.6 3.2 3.6 3.3
Real estate - mortgage loans 28.8 34.2 37.1 38.8 37.5
Consumer loans 20.4 19.3 18.0 17.6 21.7
Lease financing 22.7 18.8 16.1 15.0 12.3
------- ------ ------- ------- -------
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 0.67% 0.71% 0.22% 0.24% 0.17%
Real estate - construction loans 0.06% 0.11% -0.01% 0.02% 0.00%
Real estate - mortgage loans 0.03% 0.09% 0.12% 0.07% 0.07%
Consumer loans 0.92% 0.91% 1.37% 1.28% 0.67%
Lease financing 0.59% 0.68% 0.58% 0.45% 0.21%
Weighted Average Ratio 0.36% 0.47% 0.43% 0.40% 0.23%
14
15
RESERVE FOR CREDIT LOSSES
The reserve for credit losses is maintained at a level management considers to
be adequate to absorb probable loan and lease losses inherent in the portfolio,
based on evaluations of the collectibility and historical loss experience of
loans and leases. Credit losses are charged and recoveries are credited to the
reserve. Provisions for credit losses are based on management's review of the
historical credit loss experience and such factors which, in management's
judgement, deserve consideration under existing economic conditions in
estimating potential credit losses. The reserve is based on ongoing quarterly
assessments of the probable estimated losses inherent in the loan and lease
portfolio. In determining the appropriate level of reserves, the Registrant
estimates losses using a range derived from "base" and "conservative" estimates.
The Registrant's methodology for assessing the appropriate reserve level
consists of several key elements.
Larger commercial loans that exhibit potential or observed credit weaknesses are
subject to individual review. Where appropriate, reserves are allocated to
individual loans based on management's estimate of the borrower's ability to
repay the loan given the availability of collateral, other sources of cash flow
and legal options available to the Registrant. Historical loss rates are applied
to other commercial loans not subject to specific reserve allocations. The loss
rates are derived from a migration analysis, which computes the net charge-offs
experience sustained on loans according to their internal risk grade. These
grades encompass nine categories that define a borrower's ability to repay their
loan obligations.
Homogenous loans, such as consumer installment, residential mortgage loans, and
automobile leases are not individually risk graded. Reserves are established for
each pool of loans based on the expected net charge-offs for one year. Loss
rates are based on the average net charge-off history by loan category.
Historical loss rates for commercial and consumer loans may be adjusted for
significant factors that, in management's judgement, reflect the impact of any
current conditions on loss recognition. Factors which management considers in
the analysis include the effects of the national and local economies, trends in
the nature and volume of loans (delinquencies, charge-offs, nonaccrual and
problem loans), changes in the internal lending policies and credit standards,
collection practices, and examination results from bank regulatory agencies and
the Registrant's internal credit examiners.
An unallocated reserve is maintained to recognize the imprecision in estimating
and measuring loss when evaluating reserves for individual loans or pools of
loans.
Included in the review of individual loans are those that are impaired as
provided in SFAS No. 114, "Accounting by Creditors for Impairment of a Loan".
Any reserves for impaired loans are measured based on the present value of
expected future cash flows discounted at the loan's effective interest rate or
fair value of the underlying collateral. The Registrant evaluates the
collectibility of both principal and interest when assessing the need for loss
accrual.
Reserves on individual loans and historical loss rates are reviewed quarterly
and adjusted as necessary based on changing borrower and/or collateral
conditions and actual collection and charge-off experience.
The Registrant's primary market area for lending in Ohio, Kentucky, Indiana,
Florida, Michigan, Illinois and Arizona. When evaluating the adequacy of
reserves, consideration is given to this regional geographic concentration and
the closely-associated effect changing economic conditions has on the
Registrant's customers.
Based on the procedures discussed above, management is of the opinion the
reserve of $366,640,000 was adequate to absorb estimated credit losses
associated with the loan and lease portfolio at December 31, 1999.
15
16
MATURITY DISTRIBUTION OF DOMESTIC CERTIFICATES OF DEPOSIT OF $100,000 AND OVER
AT DECEMBER 31, 1999 ($000'S)
Three months or less $ 847,585
Over three months through six months 185,402
Over six months through twelve months 153,817
Over twelve months 105,882
----------------
Total certificates - $100,000 and over $ 1,292,686
================
Note: Foreign office deposits totaling $2,150,352 are denominated in amounts
greater than $100,000.
RETURN ON EQUITY AND ASSETS
The following table presents certain operating ratios:
1999(1) 1998(2) 1997
------- ------- --------
Return on assets (a) 1.68% 1.51 1.57
Return on equity (b) 16.9% 15.4 17.2
Dividend payout ratio (c) 40.9% 39.9 32.5
Equity to assets ratio (d) 9.95% 9.80 9.16
(a) net income divided by average assets
(b) net income divided by average equity
(c) dividends declared per share divided by diluted earnings per share
(d) average equity divided by average assets
1.Certain 1999 ratios and statistics include merger-related items of $108.4
million pretax ($83.8 million after tax, or $.27 per share). For comparability,
excluding the merger-related items, return on average assets, return on average
equity and the dividend payout ratio for 1999 would have been 1.89%, 19.0% and
36.5%, respectively.
2. Certain 1998 ratios and statistics include merger-related items of $138
million pretax ($98.7 million after tax, or $.32 per share). For comparability,
excluding the merger-related items, return on average assets, return on average
equity and the dividend payout ratio for 1998 would have been 1.78%, 18.2% and
33.8%, respectively.
16
17
PART I
ITEM 2. PROPERTIES
- -------------------
The Registrant'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 with attached parking garage known as
the Fifth Third Center and the William S. Rowe Building, respectively. One of
the subsidiaries of the Registrant owns 100 percent of these buildings.
At December 31, 1999, the Registrant, through its subsidiary banks, five located
in Ohio, two in Kentucky, one in each of Indiana, Arizona, Michigan and Florida,
operated 648 banking centers, of which 407 were owned and 241 were leased. The
properties owned are free from mortgages and encumbrances. On March 17, 2000,
the Indiana subsidiary bank was merged into the Michigan subsidiary bank.
Management's Editorial (pages 4-11) and Note 5 (page 20) of Notes to
Consolidated Financial Statements of the Registrant's 1999 Annual Report to
Shareholders is incorporated herein by reference and attached to this filing as
Exhibit 13.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The Registrant 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.
17
18
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
- -----------------------------------------------------------------------------
The information required by this item is incorporated herein by reference to
Financial Highlights (page 1) of Registrant's 1999 Annual Report to Shareholders
attached to this filing as Exhibit 13.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
The information required by this item is incorporated herein by reference to
Note 1 (pages 17 -18) and Note 18 (page 25 -26) of Notes to Consolidated
Financial Statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations (pages 39) of the Registrant's 1999 Annual
Report to Shareholders attached to this filing as Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -------------------------------------------------------------------------------
OF OPERATIONS
- -------------
Year 2000 Readiness
- -------------------
The Registrant completed the awareness, assessment, renovation, integration and
interface testing, validation and implementation efforts for the Year 2000 (Y2K)
date change. This effort included both internal and external resources to
identify and remediate all information technology systems and computer chip
embedded functions including the Y2K efforts of critical business partners,
vendors and service suppliers. The Registrant's efforts were conducted in
accordance with the guidelines provided by the Federal Financial Institutions
Examination Council (FFIEC). Because internal staff largely completed the Y2K
compliance effort, the Registrant did not incur significant costs from outside
contractors. To date, the Registrant has spent under $10 million. All but
immaterial amounts of these costs are internal costs, related to the lost
opportunity of allocating time of the internal staff elsewhere. The costs also
include all software, hardware and labor costs. The Registrant's information
technology systems, hardware functions and business critical functions and
services are operating without any Y2K problems. The Registrant is not aware of
any significant Y2K related problems experienced by its vendors or service
suppliers.
The Registrant believes all its critical systems are Y2K ready. However, there
is no guarantee that problems will not arise in the future. The Registrant has
contingency plans to be implemented if required, should a significant problem
occur. Contingency plans for critical business partners were also developed. The
Federal Reserve, which is the Registrant's primary regulator, includes a review
of the risk assessments and contingency plans in its quarterly examinations of
the Registrant. Thus, the Registrant believes that the risk related to future
exposure of Y2K issues is minimal and will not have a material impact on
operations.
18
19
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS (CONTINUED)
- -------------------------
Additional Management's Discussion and Analysis information required by this
item is incorporated herein by reference to pages 31 through 39 of Registrant's
1999 Annual Report to Shareholders attached to this filing as Exhibit 13.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
The information required by this item is incorporated herein by reference to
page 38 of the Registrant's 1999 Annual Report to Shareholders 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 30 of the Registrant's 1999 Annual Report to Shareholders
attached to this filing as Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
None.
19
20
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
The names, ages and positions of the Executive Officers of the Registrant as of
February 1, 2000 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
Shareholders.
CURRENT POSITION AND
NAME AND AGE BUSINESS EXPERIENCE DURING PAST 5 YEARS
- ------------ ---------------------------------------
George A. Schaefer, Jr., 54 PRESIDENT AND CEO. President and Chief Executive Officer of
the Registrant and Fifth Third Bank.
Neal E. Arnold, 40 EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
TREASURER. Executive Vice President of the Registrant and
Fifth Third Bank since December 1998. Chief Financial
Officer of the Registrant and Fifth Third Bank since June
1997. Mr. Arnold has been the Treasurer of the Registrant
and Fifth Third Bank. Previously, Mr. Arnold was Treasurer
and Senior Vice President of Fifth Third Bank.
Michael D. Baker, 49 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant and Fifth Third Bank since August 1995.
Previously, Mr. Baker was Senior Vice President of the
Registrant since March 1993, and of Fifth Third Bank.
Barry L. Boerstler, 52 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant and Fifth Third Bank since September 1999.
Mr. Boerstler was Senior Vice President of the Registrant
since December 1997 and of Fifth Third Bank. Previously,
Mr. Boerstler was a Vice President of Fifth Third Bank.
20
21
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
- ------------------------------------------------------------------------
CURRENT POSITION AND
NAME AND AGE BUSINESS EXPERIENCE DURING PAST 5 YEARS
- ------------ ---------------------------------------
James J. Hudepohl, 47 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant and Fifth Third Bank since January 1997.
Previously, Mr. Hudepohl was Senior Vice President of Fifth
Third Bank.
Michael K. Keating, 44 EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY.
Executive Vice President of the Registrant and Fifth Third
Bank since August 1995 and Secretary of the Registrant and
Fifth Third Bank since January 1994. Previously, Mr.
Keating was Senior Vice President and General Counsel of the
Registrant since March 1993, and Senior Vice President and
Counsel of Fifth Third Bank.
Robert P. Niehaus, 53 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant and Fifth Third Bank since August 1995.
Previously, Mr. Niehaus was Senior Vice President of the
Registrant since March 1993, and Senior Vice President of
Fifth Third Bank.
Stephen J. Schrantz, 50 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant and Fifth Third Bank.
Gerald L. Wissel, 43 EXECUTIVE VICE PRESIDENT. Executive Vice President of Fifth
Third Bank since January 1997. Auditor of the Registrant
and Fifth Third Bank. Previously, Mr. Wissel was Senior Vice
President of Fifth Third Bank.
21
22
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
- ------------------------------------------------------------------------
CURRENT POSITION AND
NAME AND AGE BUSINESS EXPERIENCE DURING PAST 5 YEARS
- ------------ ---------------------------------------
Robert J. King, Jr., 44 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant since June 1997. Vice Chairman of Fifth Third
Bank, Northwestern Ohio, N.A. and President and CEO of
Fifth Third Bank Northeast. Previously, Mr. King was
President and CEO of Fifth Third Bank, Northwestern Ohio,
N.A. Mr. King was Senior Vice President of the Registrant
since March 1995.
James R. Gaunt, 54 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant since June 1997. Senior Vice President of the
Registrant since March 1994, and President and CEO of Fifth
Third Bank of Kentucky, Inc. since August 1994. Previously,
Mr. Gaunt was Senior Vice President of the Registrant and
Fifth Third Bank.
Paul L. Reynolds, 38 EXECUTIVE VICE PRESIDENT, ASSISTANT SECRETARY. Executive
Vice President of the Registrant since September 1999.
Previously, Senior Vice President of the Registrant and
Fifth Third Bank since March 1997. Assistant Secretary of
the Registrant since March 1995, General Counsel and
Assistant Secretary of Fifth Third Bank since January 1995.
Roger W. Dean, 37 CONTROLLER. Senior Vice President of the Registrant and
Fifth Third Bank since March 1997. Controller of the
Registrant and Fifth Third Bank since June 1993.
Previously, Mr. Dean was Vice President of the Registrant
and Fifth Third Bank.
The information required by this item concerning Directors is incorporated
herein by reference under the caption "ELECTION OF DIRECTORS" (pages 2 - 6) of
the Registrant's 2000 Proxy Statement.
22
23
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The information required by this item is incorporated herein by reference under
the caption "EXECUTIVE COMPENSATION" (pages 7 -13) of the Registrant's 2000
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" (pages 1- 13) of the Registrant's 2000 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" (page 13) of the Registrant's 2000 Proxy
Statement.
23
24
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, 1999, 1998 and 1997 *
Consolidated Balance Sheets, December 31, 1999
and 1998 *
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997 *
Consolidated Statements of Cash Flows for the
Years Ended December 31, 1999, 1998 and 1997 *
Notes to Consolidated Financial Statements *
* Incorporated by reference to pages 13 through 29 of the
Registrant's 1999 Annual Report to Shareholders 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.
24
25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
(CONTINUED)
- -----------
3. Exhibits
Exhibit No.
-----------
3.1 Code of Regulations of Fifth Third Bancorp, as amended
(a)
3.2 Second Amended Articles of Incorporation of Fifth Third
Bancorp, as amended (b)
4(a) Junior Subordinated Indenture, dated as of March 20,
1997 between Fifth Third Bancorp and Wilmington Trust
Company, as Debenture Trustee (c)
4(b) Certificate Representing the 8.136% Junior Subordinated
Deferrable Interest Debentures, Series A, of Fifth Third
Bancorp (c)
4(c) Amended and Restated Trust Agreement, dated as of March
20, 1997 of Fifth Third Capital Trust II, among Fifth
Third Bancorp, as Depositor, Wilmington Trust Company,
as Property Trustee, and the Administrative Trustees
name therein (c)
4(d) Certificate Representing the 8.136% Capital Securities,
Series A, of Fifth Third Capital Trust I (c)
4(e) Guarantee Agreement, dated as of March 20, 1997 between
Fifth Third Bancorp, as Guarantor, and Wilmington Trust
Company, as Guarantee Trustee (c)
4(f) Agreement as to Expense and Liabilities, dated as of
March 20, 1997 between Fifth Third Bancorp, as the
holder of the Common Securities of Fifth Third Capital
Trust I and Fifth Third Capital Trust II (c)
10(a) Fifth Third Bancorp Unfunded Deferred Compensation Plan
for Non-Employee Directors (d)+
25
26
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
(CONTINUED)
- -----------
3. Exhibits
Exhibit No.
-----------
10(b) Fifth Third Bancorp 1990 Stock Option Plan (e)+
10(c) Fifth Third Bancorp 1987 Stock Option Plan (f)+
10(d) Indenture effective November 19, 1992 between Fifth
Third Bancorp, Issuer and NBD Bank, N.A., Trustee (g)
10(e) Fifth Third Bancorp 1993 Discount Stock Purchase Plan
(h)+
10(f) Fifth Third Bancorp Amended and Restated Stock Incentive
Plan for selected Executive Officers, Employees and
Directors of The Cumberland Federal Bancorporation, Inc.
(i)+
10(g) Fifth Third Bancorp Master Profit Sharing Plan (j)+
10(h) Fifth Third Bancorp Amended and Restated Stock Option
and Incentive Plan for Selected Executive Officers,
Employees and Directors of Falls Financial, Inc. (k)+
10(i) Fifth Third Bancorp Amended 1993 Discount Stock Purchase
Plan (l)+
10(j) Fifth Third Bancorp 1998 Long-Term Incentive Stock Plan
(m)+
10(k) Fifth Third Bancorp Variable Compensation Plan (n)+
10(l) CitFed Bancorp, Inc. Amended and Restated 1991 Stock
Option and Incentive Plan (o)+
10(m) Fifth Third Bancorp Non-qualified Deferred Compensation
Plan. (p)+
10(n) Emerald Financial Corp. 1994 Long Term Incentive Plan
and Emerald Financial Corp. 1998 Stock Option and
Incentive Plan. (q)+
26
27
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(CONTINUED)
- -----------
3. Exhibits
Exhibit No.
-----------
10(o) CNB Bancshares, Inc. 1999 Stock Incentive Plan, 1995
Stock Incentive Plan, 1992 Stock Incentive Plan and
Associate Stock Option Plan; King City Federal Savings
Bank 1986 Stock Option and Incentive Plan; Indiana
Bancshares, Inc. 1990 Stock Option Plan; National
Bancorp Stock Option Plan; Indiana Federal Corporation
1986 Stock Option and Incentive Plan; and UF Bancorp,
Inc. 1991 Stock Option and Incentive Plan (r) +
10(p) Peoples Bank Corporation of Indianapolis 1998 Stock
Option Plan; Peoples Bank Corporation of Indianapolis
Stock Option Plan; and Peoples Bank Corporation of
Indianapolis Directors Stock Option Plan. (s) +
11 Computation of Consolidated Earnings Per Share for the
Years Ended December 31, 1999, 1998, 1997, 1996 and 1995
13 Fifth Third Bancorp 1999 Annual Report to Shareholders
21 Fifth Third Bancorp Subsidiaries
23 Independent Auditors' Consent
27.1 Financial Data Schedule for the Year Ended December 31,
1999
27.2 Financial Data Schedule restated for the Three Months
Ended March 31, 1999, for the Six Months Ended June 30,
1999, and for the Nine Months Ended September 30, 1999.
27.3 Financial Data Schedules restated for the Year Ended
December 31, 1998 and for the Year Ended December 31,
1997.
27.4 Financial Data Schedule restated for the Three Months
Ended March 31, 1998, for the Six Months Ended June 30,
1998 and for the Nine Months Ended September 30, 1998.
+ Denotes management contract or compensatory plan or arrangement.
b) Reports on Form 8-K
The Registrant filed a report on Form 8-K dated December 17, 1999, related to
the unaudited condensed financial statements and supplemental financial data for
the years ended December 31, 1998, 1997, 1996, 1995, 1994 and for the three
months ended September 30, 1999, June 30, 1999, March 31, 1999, December 31,
1998, September 30, 1998, June 30, 1998 and March 31, 1998. The unaudited
condensed financial statements and supplemental financial data preliminarily
reflected the effect of the Registrant's acquisitions, as if all the pooled
entities had been combined for all the periods presented.
27
28
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(CONTINUED)
- -----------
- -----------------------
(a) Incorporated by reference to Registrant's Registration Statement, on
Form S-4, Registration No. 33-63966.
(b) Incorporated by reference to Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999.
(c) Incorporated by reference to Registrant's filing with the Securities
and Exchange Commission on March 26, 1997, a Form 8-K Current Report.
(d) Incorporated by reference to Registrant's Form 10-K Annual Report by
reference to Form 10-K filed for fiscal year ended December 31, 1985.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) 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. 33-61149.
28
29
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(CONTINUED)
- -----------
(l) Incorporated by reference to Registrant's filing with the Securities
and Exchange Commission as Exhibit 10 to the Quarterly Report on Form
10-Q for the quarter ended June 30, 1996.
(m) 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. 333-58249.
(n) Incorporated by reference to Registrant's Proxy Statement dated
February 9, 1998.
(o) 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. 333-48049 and by reference to CitFed
Bancorp's Form 10-K for the fiscal year ended March 31, 1996.
(p) Filed with the Securities and Exchange Commission as Exhibit 10.4 to a
Registration Statement on Form S-4, Registration No. 33-21139.
(q) Incorporated by reference to Registrant's filing with the Securities
and Exchange Commission as an exhibit to a Registration Statement on
Form S-4, Registration No. 333-77293 and by reference to Emerald
Financial Corporation Form 10-K for the fiscal year ended March 31,
1999 and Form S-8 filed April 30, 1998.
(r) Incorporated by reference to Registrant's filing with the Securities
and Exchange Commission as an exhibit to a Registration Statement on
Form S-4, Registration No. 333-84955 and by reference to CNB Bancshares
Form 10-K, as amended, for the fiscal year ended December 31, 1998.
(s) Incorporated by reference to Peoples Bank Corporation of Indianapolis
filings with the Securities and Exchange Commission as an Exhibit to
Form 10K for each of the fiscal years ended December 31, 1998, December
31, 1995, and December 31, 1996, respectively.
29
30
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. March 21, 2000
- -------------------------------
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 March 21, 2000 by the following persons on behalf of the
Registrant and in the capacities indicated.
/s/Neal E. Arnold /s/Roger W. Dean /s/Robert B. Morgan
- ------------------------------- ----------------------------- --------------------------
Neal E. Arnold Roger W. Dean Robert B. Morgan
Executive Vice President and CFO Controller Director
(Principal Financial Officer) (Principal Accounting Officer)
/s/Darryl F. Allen /s/Joan R. Herschede /s/David E. Reese
- ------------------------------- ----------------------------- --------------------------
Darryl F. Allen Joan R. Herschede David E. Reese
Director Director Director
/s/John F. Barrett /s/Allen M. Hill /s/James E. Rogers
- ------------------------------- ----------------------------- --------------------------
John F. Barrett Allen M. Hill James E. Rogers
Director Director Director
/s/Gerald V. Dirvin /s/William G. Kagler /s/Brian H. Rowe
- ------------------------------- ----------------------------- --------------------------
Gerald V. Dirvin William G. Kagler Brian H. Rowe
Director Director Director
/s/Thomas B. Donnell /s/James D. Kiggen /s/Donald B. Shackelford
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Thomas B. Donnell James D. Kiggen Donald B. Shackelford
Director Director Director
/s/Richard T. Farmer /s/Jerry L. Kirby /s/George A. Schaefer, Jr.
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Richard T. Farmer Jerry L. Kirby George A. Schaefer, Jr.
Director Director Director, President and CEO
(Principal Executive Officer)
/s/Joseph H. Head, Jr. /s/Mitchel D. Livingston, Ph. D. /s/John J. Schiff, Jr.
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Joseph H. Head, Jr. Mitchel D. Livingston, Ph. D. John J. Schiff, Jr.
Director Director Director
31
31
/s/Dennis J. Sullivan, Jr. /s/Dudley S. Taft /s/John J. Schiff, Jr.
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Dennis J. Sullivan, Jr. Dudley S. Taft John J. Schiff, Jr.
Director Director Director
/s/Alton C. Wendzel /s/Robert L. Koch II /s/Thomas W. Traylor
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Alton C. Wendzel Robert L. Koch II Thomas W. Traylor
Director Director Director
32