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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
For the fiscal year ended December 31, 2000
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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 $19,791,796,937 as of February 28, 2001. (1)
There were 466,650,349 shares of the Registrant's Common Stock, without par
value, outstanding as of February 28, 2001.
DOCUMENTS INCORPORATED BY REFERENCE
2000 Annual Report to Shareholders: Parts I, II and IV
Proxy Statement for 2001 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, 2000, 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
2000 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
Page
Item 1. Business 3-21
Item 2. Properties 22
Item 3. Legal Proceedings 22
Item 4. Submission of Matters to a Vote of Security Holders 22
PART II
Item 5. Market For Registrant's Common Equity and Related
Shareholder Matters 23
Item 6. Selected Financial Data 23
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 23
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 23
Item 8. Financial Statements and Supplementary Data 23
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 23
PART III
Item 10. Directors and Executive Officers of the Registrant 24-27
Item 11. Executive Compensation 27
Item 12. Security Ownership of Certain Beneficial Owners and Management 27
Item 13. Certain Relationships and Related Transactions 27
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 28-33
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PART I
ITEM 1. BUSINESS
ORGANIZATION
Fifth Third Bancorp (the "Registrant") is an Ohio corporation organized in 1975
and is a registered financial holding company and a bank holding company under
the Bank Holding Company Act of 1956, as amended (the "BHCA"), 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 BHCA and is registered as such with the Board of Governors of the
Federal Reserve System. At December 31, 2000, the Registrant had 13 wholly-owned
subsidiaries: Fifth Third Bank; 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.; Fifth Third Community Development
Corporation; Fifth Third Insurance Services, Inc; CNB Capital Trust I; Fifth
Third Investment Company; Fifth Third Securities; Fifth Third Real Estate
Resources, Inc. and Heartland Capital Management, Inc.
At December 31, 2000, the Registrant, its affiliated banks and other
subsidiaries had consolidated total assets of approximately $45.9 billion,
consolidated total deposits of approximately $30.9 billion and consolidated
total shareholders' equity of approximately $4.9 billion.
The Registrant, through its subsidiaries, engages primarily in commercial,
retail and trust banking, data processing services, investment advisory services
and leasing activities and also provides credit life, accident and health
insurance, discount brokerage services, and property management for its
properties. 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 Mortgage 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. 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").
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 3,200, 46,000 and 115,000 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 an international
network including approximately 563,000 participating ATMs. MPS also provides
electronic fund transfers, ATM processing, electronic personal banking, merchant
transaction processing, electronic bill payment and electronic benefit transfer
services for thousands of regional banks,
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PART I
ITEM 1. BUSINESS (CONTINUED)
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ORGANIZATION
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 6 through 14) in the Registrant's 2000 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 is continually evaluating
strategic acquisition opportunities and frequently conducts due diligence
activities in connection with possible transactions. As a result, discussions,
and in some cases, negotiations may take place and future acquisitions involving
cash, debt or equity securities may occur. These typically involve the payment
of a premium over book value, and therefore, some dilution of book value and net
income per share may occur with any future transactions. 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 engaged in the following
acquisitions during 2000:
On December 8, 2000, the Registrant acquired Ottawa Financial Corporation
("Ottawa"), a unitary savings and loan holding company based in Holland,
Michigan which owns Ameribank, with total assets of approximately $1.1 billion,
deposits of approximately $733 million and shareholders' equity of approximately
$83 million. The Registrant exchanged 3,658,125 shares of Fifth Third Bancorp
common stock for all outstanding shares of Ottawa. This transaction was
accounted for as a purchase.
On October 3, 2000, the Registrant announced a definitive agreement to acquire
Resource Management, Inc. dba Maxus Investment Group ("Maxus") based in
Cleveland, Ohio. Maxus, is a money management firm with approximately $1.4
billion in assets under management for personal, institutional and
not-for-profit clients, which offers private portfolio management and investment
advisor services for Maxus Mutual Funds. The transaction was completed on
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PART I
ITEM 1. BUSINESS (CONTINUED)
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ACQUISITIONS
January 2, 2001 and was accounted for as a purchase.
On October 25, 2000, the Registrant announced a definitive agreement to acquire
Capital Holdings, Inc. ("Capital Holdings"), a publicly traded bank holding
company located in Sylvania, Ohio which owns Capital Bank, N.A., with total
assets of approximately $1.1 billion, deposits of approximately $871 million and
shareholders' equity of approximately $101 million. In connection with the
acquisition of Capital Holdings, shareholders of Capital Holdings received .638
of a share of Fifth Third Bancorp common stock for each outstanding share of
Capital Holdings common stock. The Registrant exchanged approximately 4.51
million shares of Fifth Third Bancorp common stock for all outstanding shares of
Capital Holdings. The transaction was completed on March 9, 2001 and was
accounted for as a pooling-of-interests.
On November 20, 2000, the Registrant announced a definitive agreement to acquire
Old Kent Financial Corporation ("Old Kent"), a publicly traded financial holding
company based in Grand Rapids, Michigan which owns Old Kent Bank and Old Kent
National Association. As of December 31, 2000, Old Kent had total assets of
approximately $23.8 billion, deposits of approximately $17.4 billion and
shareholders' equity of approximately $1.8 billion. In connection with the
acquisition of Old Kent, holders of Old Kent common stock will receive .74 of a
share of Fifth Third Bancorp common stock for each outstanding share of Old Kent
common stock. The Registrant expects to issue approximately 107.3 million shares
of Fifth Third Bancorp common stock to shareholders of Old Kent. The merger,
which is expected to be completed in the second quarter of 2001, will be a
tax-free, stock-for-stock exchange accounted for as a pooling-of-interests.
Additional information, with respect to acquisitions is included in Note 19
(pages 27 through 28) of the Notes to Consolidated Financial Statements in the
Registrant's 2000 Annual Report to Shareholders, and is incorporated herein by
reference and attached to this filing as Exhibit 13.
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PART I
ITEM 1. BUSINESS (CONTINUED)
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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 "GLBA"), 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 GLBA significantly changed 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 and National Processing, Inc.
REGULATION AND SUPERVISION
In addition to the generally applicable state and federal laws governing
businesses and employers, the Registrant and its subsidiary state banks (the
"State Banks") and federal savings bank subsidiary are further regulated by
federal and state laws and regulations applicable to financial institutions and
their parent companies. Virtually all aspects of the Registrant, the State Banks
and the federal savings bank are subject to specific requirements or
restrictions and general regulatory oversight. State and federal banking laws
have as their principal objective either the maintenance of the safety and
soundness of financial institutions and the federal deposit insurance system or
the protection of consumers or classes of consumers, rather than the specific
protection of stockholders of a bank or the parent company of a bank, such as
the Registrant. In addition, the supervision, regulation and examination of the
Registrant and its subsidiaries by the bank regulatory agencies is not intended
for the protection of the Registrant's
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
security holders. To the extent the following material describes statutory or
regulatory provisions, it is qualified in its entirety by reference to the
particular statute or regulation.
THE REGISTRANT
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General. The Registrant is a bank holding company registered under the
BHCA. In 2000, the Registrant elected and qualified for financial holding
company ("FHC") status under the Gramm-Leach-Bliley Act (as discussed below).
The Registrant is subject to appropriate regulation and supervision by the FRB
and the Ohio Division of Financial Institutions (the "Division"). The FRB, the
Registrant's primary regulator, has the authority to issue orders to bank
holding companies to cease and desist from unsound banking practices and
violations of conditions imposed by, or violations of agreements with, the FRB.
The FRB is also empowered to assess civil monetary penalties against companies
or individuals who violate the BHCA or orders or regulations thereunder, to
order termination of non-banking activities of non-banking subsidiaries of bank
holding companies, and to order termination of ownership and control of a
non-banking subsidiary by a bank holding company.
The BHCA - Geographic Expansion. The BHCA prohibits a bank holding
company, without prior approval of the FRB, from acquiring substantially all the
assets of a bank or acquiring direct or indirect ownership or control of more
than 5% of the voting shares of any bank, or increasing such ownership or
control of any bank, or merging or consolidating with any bank holding company.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
generally authorizes bank holding companies to acquire banks located in any
state, possibly subject to certain state-imposed age and deposit concentration
limits, and also generally authorizes interstate mergers and to a lesser extent,
interstate branching.
The Gramm-Leach-Bliley Act - Broader Range of Financial Activities for
Financial Holding Companies. The GLBA became law on November 12, 1999. The
general effect of the GLBA 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 BHCA framework
to permit a holding company system, such as the Registrant's, to engage in a
full range of financial activities through a new entity known as a FHC.
"Financial activities" is broadly defined to include not only banking,
insurance, and securities activities, but also merchant banking and additional
activities that the FRB, in consultation with the Secretary of the Treasury,
determines to be financial in nature, 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 generally. In
sum, the GLBA permits bank holding companies, such as the Registrant, that
qualify and elect
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
to be treated as a FHC to engage in a significantly broader range of financial
activities than other registered bank holding companies that are not so treated.
Generally, the GLBA and its implementing regulations:
- - repeal historical restrictions on, and eliminate many federal and state law
barriers to, affiliations among banks, securities firms, insurance
companies, and other financial service providers;
- - permit investment in non-financial enterprises, subject to significant
operational, holding period and other restrictions;
- - provide a uniform framework for the functional regulation of the activities
of banks, savings institutions, and their holding companies by, effective
May 12, 2000, eliminating the general exemptions banks have had from the
securities laws and replacing them with specific exemptions;
- - broaden the activities that may be conducted by national banks (and
derivatively state banks), banking subsidiaries of bank holding companies,
and their financial subsidiaries;
- - require all financial institutions to provide notice of their privacy
policies at specified times to their retail customers and consumers of
their financial products or services, and permit retail customers and
consumers, under certain circumstances, to prohibit financial institutions
from sharing certain nonpublic personal information pertaining to them by
opting out of such sharing;
- - establish guidelines for safeguarding the security, confidentiality and
integrity of customer information;
- - adopt a number of provisions related to the capitalization, membership,
corporate governance, and other measures designed to modernize the Federal
Home Loan Bank system;
- - modify the laws governing the implementation of the Community Reinvestment
Act of 1977; and
- - address a variety of other legal and regulatory issues affecting both
day-to-day operations and long-term activities of financial institutions.
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
In order to elect to become a FHC and engage in the new activities, a bank
holding company must meet certain tests and file an election form with the FRB.
To qualify, all of a bank holding company's subsidiary banks must be
well-capitalized (as discussed below under "The State Banks") 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
FHC 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.
Capital Requirements. The FRB has adopted capital adequacy guidelines
pursuant to which it assesses the adequacy of capital in examining and
supervising a bank holding company and in analyzing applications to it under the
BHCA. These capital adequacy guidelines generally require bank holding companies
to maintain total capital equal to 8% of total risk-adjusted assets and
off-balance sheet items (the "Total Risk-Based Capital Ratio"), with at least
one-half of that amount consisting of Tier I or core capital and the remaining
amount consisting of Tier II or supplementary capital. Tier I capital for bank
holding companies generally consists of the sum of common stockholders' equity
and perpetual preferred stock (subject in the case of the latter to limitations
on the kind and amount of such stocks which may be included as Tier I capital),
less goodwill. Tier II capital generally consists of hybrid capital instruments;
perpetual preferred stock, which is not eligible to be included as Tier I
capital; term subordinated debt and intermediate-term preferred stock; and,
subject to limitations, general allowances for loan losses. Assets are adjusted
under the risk-based guidelines to take into account different risk
characteristics.
In addition to the risk-based capital requirements, the FRB requires bank
holding companies to maintain a minimum leverage capital ratio of Tier I capital
(defined by reference to the risk-based capital guidelines) to total average
assets (the "Leverage Ratio") of 3.0%. Total average assets for this purpose
does not include goodwill and any other intangible assets and investments that
the FRB determines should be deducted from Tier I capital. The FRB has announced
that the 3.0% Leverage Ratio requirement is the minimum for the top-rated bank
holding companies without any supervisory, financial or operational weaknesses
or deficiencies or those, which are not experiencing or anticipating significant
growth.
The Registrant is currently in compliance with both the Total Risk-Based Capital
Ratio and the Leverage Ratio requirements. As of December 31, 2000, the
Registrant had a Tier I risk-based capital ratio and a Total Risk-Based Capital
Ratio equal to 12.71% and 14.45%, respectively and a Leverage Ratio equal to
10.48%.
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
U.S. bank regulatory authorities and international bank supervisory
organizations, principally the Basel Committee on Banking Supervision, have
proposed for comment and are considering changes to the risk-based capital
adequacy framework, which ultimately could affect the appropriate capital
guidelines.
Ohio Law. Ohio law does not require bank holding companies to register
with the Division. As a general matter, the Division does not rule upon or
regulate the activities in which bank holding companies or their nonbank
subsidiaries engage. A bank holding company, however, may not acquire control of
an Ohio bank through purchase, assignment, transfer, pledge, or other
disposition of voting securities without the prior consent of the Division. In
examining the Ohio banks of a bank holding company, the bank holding company
itself is subject to review by the Division. The Division has the authority to
issue orders to bank holding companies to cease and desist from unsound banking
practices and violations of law and of conditions imposed by, or violations of
agreements with, the Division in connection with the operation of Ohio banks.
The Division is also empowered to assess civil monetary penalties against bank
holding companies and banks engaging in unsafe or unsound practices.
THE STATE BANKS
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General. The State Banks are subject to extensive state regulation and
examination by (i) the appropriate state banking agency in the particular state
where each bank is chartered and (ii) the FRB. The federal and state laws and
regulations which are applicable to banks regulate among other things, the scope
of their business, their investments, their reserves against deposits, the
timing of the availability of deposited funds and the nature and amount of and
collateral for certain loans.
Capital Requirements. The FRB has promulgated regulations and adopted a
statement of policy regarding the capital adequacy of state-chartered banks,
which, like the State Banks, are members of the Federal Reserve System. These
requirements are substantially similar to those adopted by the FRB regarding
bank holding companies, as described above.
In addition, the federal banking agencies have promulgated substantially similar
regulations to implement the system of prompt corrective action established by
Section 38 of the Federal Deposit Insurance Act (the "FDIA"). Under the
regulations, a bank generally shall be deemed to be (i) "well-capitalized" if it
has Total Risk-Based Capital Ratio of 10.0% or more, has a Tier I risk-based
capital ratio of 6.0% or more, has a Leverage Ratio of 5.0% or more and is not
subject to any written capital order or directive; or (ii) "adequately
capitalized" if it has a Total Risk-Based Capital Ratio of 8.0% or more, a Tier
I risk-based capital ratio of 4.0% or more, and a Leverage Ratio of 4.0% or more
(3.0% under certain circumstances) and does not meet the
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
definition of "well-capitalized." Banks rated less than adequately capitalized
become subject to increased scrutiny, reporting and restrictions under the FDIA.
As of December 31, 2000, each of the State Banks were deemed to be
well-capitalized institutions for the above purposes.
Community Reinvestment Act. The Federal Community Reinvestment Act
("CRA") requires the FRB and the respective state bank regulators of the State
Banks to evaluate the performance of each of the State Banks in helping to meet
the credit needs of the community. As a part of the CRA program, the State Banks
are subject to periodic examinations by the FRB, and must maintain comprehensive
records of their CRA activities for this purpose. Each of the State Banks has a
CRA rating of satisfactory or higher.
State Laws. The State Banks are subject to requirements and
restrictions under applicable state law, particularly in the states in which
they are chartered, including 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 state consumer laws and regulations also
affect the operations of the State Banks.
FEDERAL SAVINGS BANK
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The Registrant's federal savings bank subsidiary is primarily subject to
regulation by the Office of Thrift Supervision (the "OTS"). The OTS is
responsible for the administration and enforcement of the Home Owners' Loan Act
of 1933 and applicable portions of the FDIA.
The OTS is authorized to provide for the organization, incorporation,
examination and regulation of federal savings banks. Under this authority, the
OTS' functions include, but are not limited to, regulation of the corporate
structure of federal savings banks, regulation of the distributions of earnings,
regulation of lending and other investment powers, the regulation of mergers,
conversions, and dissolutions involving federal savings banks, and the
enforcement of laws, regulations or conditions, or conditions against federal
savings banks.
As the other federal regulators, the OTS has promulgated regulations and adopted
a statement of policy regarding the capital adequacy of federal savings banks.
These requirements are substantially similar to those adopted by the FRB
regarding bank holding companies and state member banks as described above. As
of December 31, 2000, the Registrant's federal savings bank was deemed to be
well-capitalized.
Pursuant to the CRA, the OTS evaluates the performance of the Registrant's
federal savings bank in helping to meet the credit needs of the community. As a
part of the CRA program, the federal savings bank is subject to periodic
examinations by the OTS, and must maintain
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PART I
ITEM 1. BUSINESS (CONTINUED)
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REGULATION AND SUPERVISION
comprehensive records of their CRA activities for this purpose. The federal
savings bank has a CRA rating of satisfactory.
ADDITIONAL INFORMATION
- ----------------------
Additional information regarding regulatory matters is included in Note 16 (page
26) of the Notes to Consolidated Financial Statements in the Registrant's 2000
Annual Report to Shareholders, and is incorporated herein by reference and
attached to this filing as Exhibit 13.
EMPLOYEES
As of December 31, 2000, there were no employees of the Registrant. Subsidiaries
of the Registrant employed 12,246 employees - 2,258 were officers and 1,984 were
part-time employees. There were 11,611 full-time equivalent employees as of
December 31, 2000.
STATISTICAL INFORMATION
Pages 13 through 21 contain statistical information on the Registrant and its
subsidiaries. Information about the Registrant's business segments is included
in Note 23 (pages 31 through 32) of the Notes to Consolidated Financial
Statements in the Registrant's 2000 Annual Report to Shareholders, and is
incorporated herein by reference and 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 34 of the Registrant's 2000
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 34 through 36 of the Registrant's 2000 Annual Report
to Shareholders attached to this filing as Exhibit 13.
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PART I
ITEM 1. BUSINESS (CONTINUED)
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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, 2000, are incorporated herein by reference to the
Securities Portfolio and Maturities of Securities tables on page 39 of the
Registrant's 2000 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 3.06%
6 - 10 years 2.59%
Over 10 years 2.42%
Total municipal securities 2.54%
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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):
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Commercial, financial and
agricultural loans $ 6,643,908 6,206,712 5,558,578 5,751,656 5,173,420
Real estate - construction loans 1,483,768 1,067,887 826,289 723,809 742,674
Real estate - mortgage loans 7,020,578 7,465,349 7,884,032 8,336,299 8,019,065
Consumer loans 6,079,216 5,283,684 4,458,005 4,053,995 3,652,083
Lease financing 5,709,011 5,862,606 4,343,010 3,621,773 3,108,759
---------------- --------------- -------------- -------------- -------------
Loans and leases, gross 26,936,481 25,886,238 23,069,914 22,487,532 20,696,001
Unearned income (983,680) (922,618) (713,390) (588,578) (488,121)
Reserve for credit losses (383,495) (366,640) (331,621) (312,264) (284,284)
---------------- --------------- -------------- -------------- -------------
Loans and leases, net $25,569,306 24,596,980 22,024,903 21,586,690 19,923,596
================ =============== ============== ============== =============
Loans held for sale $ 553,264 297,277 588,972 315,156 93,279
================ =============== ============== ============== =============
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, 2000, 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 $3,476,580 586,892 361,530 $ 4,425,002
Due after one year through five years 2,571,103 463,057 1,600,094 4,634,254
Due after five years 596,225 433,819 1,024,804 2,054,848
--------------- -------------- -------------- ---------------
Total $6,643,908 1,483,768 2,986,428 $11,114,104
=============== ============== ============== ===============
LOANS DUE AFTER ONE YEAR:
Predetermined interest rate $2,109,377 210,209 1,552,263 $ 3,871,849
=============== ============== ============== ===============
Floating or adjustable interest rate $1,057,951 686,667 1,072,635 $ 2,817,253
=============== ============== ============== ===============
14
15
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 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, ($000's):
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Nonaccrual loans and leases $ 90,245 66,805 77,177 102,059 98,819
Loans and leases contractually
past due 90 days or more as
to principal, interest, or rental
payments $ 87,088 68,233 87,002 55,779 48,060
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
As of December 31, 2000, there were $1,175,000 of loans and leases 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 2000, 1999 and 1998, interest income of $502,000, $839,000 and
$2,343,000, respectively, was recorded on nonaccrual and renegotiated loans and
leases. Additional interest income of $4,109,000, $5,447,000 and $6,063,000,
respectively, would have been recorded if the nonaccrual and renegotiated loans
and leases had been current in accordance with their original terms.
15
16
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):
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Loans and leases outstanding at
December 31 $ 25,952,801 24,963,620 22,356,524 21,898,954 20,207,880
==================== =============== ================ =============== ================
Loans held for sale $ 553,264 297,277 588,972 315,156 93,279
==================== =============== ================ =============== ================
Average loans and leases
outstanding $ 26,416,491 24,382,553 22,542,611 21,129,681 19,632,693
==================== =============== ================ =============== ================
Reserve for credit losses,
January 1 $ 366,640 331,621 312,264 284,284 271,006
-------------------- --------------- ---------------- --------------- ----------------
Losses charged off:
Commercial, financial and
agricultural loans (25,570) (49,684) (44,526) (16,347) (16,826)
Real estate - construction loans (2,131) (539) (953) (243) (147)
Real estate - mortgage loans (4,650) (2,636) (9,795) (11,894) (9,005)
Consumer loans (50,141) (64,176) (58,947) (70,188) (64,293)
Lease financing (32,911) (37,233) (28,570) (23,034) (13,285)
-------------------- --------------- ---------------- --------------- ----------------
Total losses (115,403) (154,268) (142,791) (121,706) (103,556)
-------------------- --------------- ---------------- --------------- ----------------
Recoveries of losses previously
charged off:
Commercial, financial and
agricultural loans 7,095 10,459 4,338 4,094 4,989
Real estate - construction loans 40 - 75 293 -
Real estate - mortgage loans 2,983 678 2,893 2,392 3,545
Consumer loans 19,114 19,468 20,044 17,440 14,844
Lease financing 8,752 11,855 5,612 6,315 2,866
-------------------- --------------- ---------------- --------------- ----------------
Total recoveries 37,984 42,460 32,962 30,534 26,244
-------------------- --------------- ---------------- --------------- ----------------
Net losses charged off:
Commercial, financial and
agricultural loans (18,475) (39,225) (40,188) (12,253) (11,837)
Real estate - construction loans (2,091) (539) (878) 50 (147)
Real estate - mortgage loans (1,667) (1,958) (6,902) (9,502) (5,460)
Consumer loans (31,027) (44,708) (38,903) (52,748) (49,449)
Lease financing (24,159) (25,378) (22,958) (16,719) (10,419)
-------------------- --------------- ---------------- --------------- ----------------
Total net losses charged off (77,419) (111,808) (109,829) (91,172) (77,312)
-------------------- --------------- ---------------- --------------- ----------------
Reserve of acquired
institutions and other 5,237 12,770 5,697 2,206 7,710
Provision charged to operations 89,037 134,057 123,489 116,946 82,880
Reserve for credit losses, -------------------- --------------- ---------------- --------------- ----------------
December 31 $ 383,495 366,640 331,621 312,264 284,284
==================== =============== ================ =============== ================
Reserve as a percent of loans
and leases outstanding 1.48% 1.47% 1.48% 1.43% 1.41%
16
17
SUMMARY OF CREDIT LOSS EXPERIENCE, CONTINUED
Allocation of reserve for credit losses,
December 31: 2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Commercial, financial and
agricultural loans $ 170,221 143,676 83,264 117,569 124,563
Real estate - construction loans 11,039 8,895 5,001 7,454 2,373
Real estate - mortgage loans 13,440 13,214 1,750 2,110 2,360
Consumer loans 102,348 105,187 149,750 116,988 103,092
Lease financing 86,447 95,668 91,856 68,143 51,896
--------- ------- ------- ------- -------
Total reserve for credit losses $ 383,495 366,640 331,621 312,264 284,284
========= ======= ======= ======= =======
The reserve for credit losses is an estimate and is available to absorb losses
from any portion of the loan and lease portfolio.
As of December 31, 2000, the reserve for credit losses was $383 million, or 1.48
percent of total loans. This compares to $367 million, or 1.47 percent of total
loans, as of December 31, 1999. The increase in this ratio was due to additional
provision for commercial loans during 2000 as exhibited by the increase of
nonaccrual loans and leases from $66.8 million at December 31, 1999 to $90.2
million at December 31, 2000. Total underperforming assets also increased from
$145.5 million, or .58% of total loans and leases outstanding and other real
estate owned ("OREO") at December 31, 1999 to $187.1 million, or .72% of total
loans and leases outstanding and OREO, at December 31, 2000.
The allocation of the reserve for credit losses for commercial loans increased
from $143.7 million, or 39% of the reserve for credit losses, at December 31,
1999 to $170.2 million, or 44% of the reserve for credit losses at December 31,
2000. The reserve for credit losses for consumer and lease financing loans
declined from $200.9, or 55% of the reserve for credit losses at December 31,
1999 to $188.8 million, or 49% of the reserve for credit losses, at December 31,
2000.
17
18
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:
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Percentage of loans and leases to total
loans and leases at December 31:
Commercial, financial and
agricultural loans 24.7 24.0 24.1 25.6 25.0
Real estate - construction loans 5.5 4.1 3.6 3.2 3.6
Real estate - mortgage loans 26.0 28.8 34.2 37.1 38.8
Consumer loans 22.6 20.4 19.3 18.0 17.6
Lease financing 21.2 22.7 18.8 16.1 15.0
----- ----- ----- ----- -----
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 0.29% 0.67% 0.71% 0.22% 0.24%
Real estate - construction loans 0.16% 0.06% 0.11% (0.01%) 0.02%
Real estate - mortgage loans 0.02% 0.03% 0.09% 0.12% 0.07%
Consumer loans 0.67% 0.92% 0.91% 1.37% 1.28%
Lease financing 0.50% 0.59% 0.68% 0.58% 0.45%
Weighted Average Ratio 0.30% 0.36% 0.47% 0.43% 0.40%
18
19
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 probable 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. Included in the review of
individual loans are those that are impaired as provided in Statement of
Financial Accounting Standards 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 a loss
accrual. 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-off 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.
19
20
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 is 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 $383,495,000 was adequate, but not excessive, to absorb estimated
credit losses associated with the loan and lease portfolio at December 31, 2000.
MATURITY DISTRIBUTION OF DOMESTIC CERTIFICATES OF DEPOSIT OF $100,000 AND OVER
AT DECEMBER 31, 2000 ($000'S)
Three months or less $ 706,632
Over three months through six months 330,961
Over six months through twelve months 304,788
Over twelve months 134,833
----------------
Total certificates - $100,000 and over $1,477,214
================
Note: Foreign office deposits totaling $4,566,232 are denominated in
amounts greater than $100,000.
20
21
RETURN ON EQUITY AND ASSETS
The following table presents certain operating ratios (as originally reported):
2000 (1) 1999 (2) 1998 (3)
-------- -------- --------
Return on assets (a) 1.93% 1.68 1.51
Return on equity (b) 19.5% 16.9 15.4
Dividend payout ratio (c) 38.2% 41.0 39.8
Equity to assets ratio (d) 9.93% 9.95 9.80
(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 2000 ratios and statistics include merger-related items and special
charges of $33.5 million pretax ($23.1 million after tax, or $.05 per
diluted share). For comparability, excluding the impact of these charges,
return on average assets, return on average equity and the dividend payout
ratio for 2000 would have been 1.98%, 20.0% and 37.2%, respectively.
(2) Certain 1999 ratios and statistics include merger-related items of
$108.4 million pretax ($83.8 million after tax, or $.18 per diluted share).
For comparability, excluding the impact of these charges, 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.
(3) Certain 1998 ratios and statistics include merger-related items of
$138 million pretax ($98.7 million after tax, or $.21 per diluted share).
For comparability, excluding the impact of these charges, 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.
21
22
PART I
ITEM 2. PROPERTIES
- -------------------
The Registrant's executive offices and the main office of the Fifth Third Bank
are located on Fountain Square Plaza in downtown Cincinnati, Ohio, in a 32-story
office tower, a 5-story office building with an attached parking garage and a
separate 10-story office building known as the Fifth Third Center, the William
S. Rowe Building and the 530 Building, respectively. One of the subsidiaries of
the Registrant owns 100 percent of these buildings.
At December 31, 2000, the Registrant, through its subsidiary banks, one located
in Ohio, two in Kentucky, one in each of Arizona, Michigan and Florida, operated
668 banking centers, of which 391 were owned and 277 were leased. The properties
owned are free from mortgages and encumbrances.
Management's Editorial (pages 6 through 14) and Note 5 (page 22) of Notes to
Consolidated Financial Statements of the Registrant's 2000 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 ordinary routine litigation incidental to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None.
22
23
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 2000 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 19 through 20) and Note 19 (pages 27 through 28) of Notes to
Consolidated Financial Statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations (page 42) of the Registrant's 2000
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
- -------------
The information required by this item is incorporated herein by reference to
pages 34 through 42 of Registrant's 2000 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
pages 40 through 41 of the Registrant's 2000 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 15 through 33 of the Registrant's 2000 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.
23
24
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, 2001 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., 55 PRESIDENT AND CEO. President and Chief Executive Officer of
the Registrant and Fifth Third Bank.
Neal E. Arnold, 41 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, 50 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, 53 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.
24
25
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, 48 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, 45 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, 54 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, 51 EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant and Fifth Third Bank.
Gerald L. Wissel, 44 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.
25
26
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., 45
EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Registrant since June 1997. President and CEO of Fifth
Third Bank (Northeastern Ohio). 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, 55 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, Kentucky, Inc. since August 1994. Previously,
Mr. Gaunt was Senior Vice President of the Registrant and
Fifth Third Bank.
Paul L. Reynolds, 39 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, 38 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.
26
27
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
- ------------------------------------------------------------------------
The information required by this item concerning Directors is incorporated
herein by reference under the caption "ELECTION OF DIRECTORS" (pages 2
through 6) of the Registrant's Proxy Statement for the 2001 Annual Meeting of
Shareholders.
The information required by this item concerning Section 16 (a) Beneficial
Ownership Reporting Compliance is incorporated herein by reference under the
caption "SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" (page 10) of
the Registrant's Proxy Statement for the 2001 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The information required by this item is incorporated herein by reference under
the caption "EXECUTIVE COMPENSATION" (pages 8 through 14) of the Registrant's
Proxy Statement for the 2001 Annual Meeting of Shareholders.
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 through 14) of the Registrant's Proxy Statement for the
2001 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The information required by this item is incorporated herein by reference under
the caption "CERTAIN TRANSACTIONS" (page 15) of the Registrant's Proxy Statement
for the 2001 Annual Meeting of Shareholders.
27
28
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, 2000, 1999 and 1998 *
Consolidated Balance Sheets as of December 31, 2000
and 1999 *
Consolidated Statements of Changes in
Shareholders' Equity for the Years Ended
December 31, 2000, 1999 and 1998 *
Consolidated Statements of Cash Flows for the
Years Ended December 31, 2000, 1999 and 1998 *
Notes to Consolidated Financial Statements *
* Incorporated by reference to pages 15 through 32 of the
Registrant's 2000 Annual Report to Shareholders attached to this
filing as Exhibit 13.
2. Financial Statement Schedules
The schedules for the 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.
28
29
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) *
10(b) Fifth Third Bancorp 1990 Stock Option Plan (e) *
29
30
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(CONTINUED)
- -----------
3. Exhibits
Exhibit No.
-----------
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 Amended and Restated Stock
Incentive Plan for selected Executive Officers,
Employees and Directors of The Cumberland Federal
Bancorporation, Inc. (h) *
10(f) Fifth Third Bancorp Master Profit Sharing Plan (i) *
10(g) Fifth Third Bancorp Amended and Restated Stock Option
and Incentive Plan for Selected Executive Officers,
Employees and Directors of Falls Financial, Inc. (j)
*
10(h) Fifth Third Bancorp Amended 1993 Stock Purchase Plan
(k) *
10(i) Fifth Third Bancorp 1998 Long-Term Incentive Stock
Plan (l) *
10(j) Fifth Third Bancorp Variable Compensation Plan (m) *
10(k) CitFed Bancorp, Inc. Amended and Restated 1991 Stock
Option and Incentive Plan (n) *
10(l) Fifth Third Bancorp Non-qualified Deferred
Compensation Plan (o) *
10(m) Emerald Financial Corp. 1994 Long-Term Incentive Plan
and Emerald Financial Corp. 1998 Stock Option and
Incentive Plan (p) *
10(n) 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
(q) *
30
31
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(CONTINUED)
- -----------
3. Exhibits
Exhibit No.
-----------
10(o) Peoples Bank Corporation of Indianapolis 1998 Stock
Option Plan; Peoples Bank Corporation of Indianapolis
Stock Option Plan; Peoples Bank Corporation
Indianapolis Directors Stock Option Plan (r) *
10(p) Ottawa Financial Corporation, 1995 Stock Option Plan
and Incentive Plan (s) *
10(q) Fifth Third Direct (t) *
10(r) Capital Holdings, Inc. 1988 Incentive Stock Option
Plan; 1996 Incentive Stock Option Plan; Non-Employee
Director Stock Plan and 1999 Long-Term Incentive Plan
(u) *
11 Computation of Consolidated Earnings Per Share for
the Years Ended December 31, 2000, 1999, 1998, 1997
and 1996
13 Fifth Third Bancorp 2000 Annual Report to
Shareholders
21 Fifth Third Bancorp Subsidiaries, as of December 31,
2000
23 Independent Auditors' Consent
b) Reports on Form 8-K
During the quarter ended December 31, 2000 the Registrant filed a Current Report
on Form 8-K dated November 20, 2000, related to the Agreement and Plan of
Merger dated November 20, 2000 between the Registrant and Old Kent Financial
Corporation.
- ----------------------------
* - Denotes management contract or compensatory plan or arrangement.
31
32
PART IV
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, 2000.
(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. 33-55223.
(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. 33-55553.
(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. 33-61149.
(k) 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.
32
33
PART IV
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 an exhibit to a Registration Statement on
Form S-8, Registration No. 333-58249.
(m) Incorporated by reference to Registrant's Proxy Statement dated
February 9, 1998.
(n) 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.
(o) Filed with the Securities and Exchange Commission as Exhibit 10.4 to a
Registration Statement on Form S-4, Registration No. 33-21139.
(p) 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.
(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. 333-84955 and by reference to CNB Bancshares
Form 10-K, as amended, for the fiscal year ended December 31, 1998.
(r) Incorporated by reference to Peoples Bank Corporation of Indianapolis
filings with the Securities and Exchange Commission as an Exhibit to
Form 10-K for each of the fiscal years ended December 31, 1999,
December 31, 1995 and December 31, 1996, respectively.
(s) Incorporated by reference to Ottawa Financial Corporation filing with
the and Securities and Exchange Commission as an Exhibit to Form 10-K
for the fiscal year ended December 31, 1994.
(t) Incorporated by reference to Registrant's filing with the Securities
and Exchange Commission as an exhibit to a Registration Statement on
Form S-3, Registration No. 333-41164.
(u) Incorporated by reference to Capital Holdings, Inc, filing with the
Securities and Exchange as an Exhibit to Form 10-K for the fiscal year
ended December 31, 1999.
33
34
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 20, 2001
- -------------------------------
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 20, 2001 by the following persons on behalf of the
Registrant and in the capacities indicated.
/s/ Neal E. Arnold /s/ Roger W. Dean /s/ James E. Rogers
- ------------------------------- ----------------------------- ----------------------------------
Neal E. Arnold Roger W. Dean James E. Rogers
Executive Vice President and CFO Controller Director
(Principal Financial Officer) (Principal Accounting Officer)
/s/ Darryl F. Allen /s/ Allen M. Hill /s/ Brain H. Rowe
- ------------------------------- ----------------------------- ----------------------------------
Darryl F. Allen Allen M. Hill Brian H. Rowe
Director Director Director
/s/ John F. Barrett /s/ William G. Kagler /s/ George A. Schaefer, Jr.
- ------------------------------- ----------------------------- ----------------------------------
John F. Barrett William G. Kagler George A. Schaefer, Jr.
Director Director Director, President and CEO
(Principal Executive Officer)
/s/ Gerald V. Dirvin /s/ James D. Kiggen /s/ John J. Schiff, Jr.
- ------------------------------- ----------------------------- ----------------------------------
Gerald V. Dirvin James D. Kiggen John J. Schiff, Jr.
Director Director Director
/s/ Thomas B. Donnell /s/ Robert L. Koch II
- ------------------------------- ----------------------------- ----------------------------------
Thomas B. Donnell Robert L. Koch II Donald B. Shackelford
Director Director Director
/s/ Richard T. Farmer /s/ Mitchel D. Livingston, Ph.D. /s/ Dennis J. Sullivan, Jr.
- ------------------------------- -------------------------------- ----------------------------------
Richard T. Farmer Mitchel D. Livingston, Ph.D. Dennis J. Sullivan, Jr.
Director Director Director
/s/ Joseph H. Head, Jr. /s/ Robert B. Morgan /s/ Dudley S. Taft
- ------------------------------- ----------------------------- ----------------------------------
Joseph H. Head, Jr. Robert B. Morgan Dudley S. Taft
Director Director Director
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35
/s/ Joan R. Herschede /s/ David E. Reese
- ------------------------------- ----------------------------- ----------------------------------
Joan R. Herschede David E. Reese Thomas W. Traylor
Director Director Director
35