1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 1996 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. /X/ The Aggregate Market Value of the Voting Stock held by non-affiliates of the Registrant was $5,807,647,414 as of January 31, 1997. (NOTE 1) The number of shares outstanding of the Registrant's Common Stock, without par value, as of January 31, 1997 was 105,881,698 shares. DOCUMENTS INCORPORATED BY REFERENCE 1996 Annual Report to Stockholders: Parts I, II and IV Proxy Statement for 1997 Annual Meeting of Stockholders: Parts III and IV NOTE 1: In calculating the market value of securities held by non-affiliates of Registrant as disclosed on the cover page of this Form 10-K, Registrant has treated as securities held by affiliates as of December 31, 1996, voting stock owned of record by its directors and principal executive officers, stockholders owning greater than 10% of the voting stock, and voting stock held by Registrant's trust departments in a fiduciary capacity. Total Pages: 64 --
2 FIFTH THIRD BANCORP 1996 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I PAGE ---- Item 1. Business 3 Item 2. Properties 13 Item 3. Legal Proceedings 13 Item 4. Submission of Matters to a Vote of Security Holders 13 PART II Item 5. Market For Registrant's Common Equity and Related Stockholder Matters 13 Item 6. Selected Financial Data 13 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 8. Financial Statements and Supplementary Data 13 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 13 PART III Item 10. Directors and Executive Officers of the Registrant 14 Item 11. Executive Compensation 15 Item 12. Security Ownership of Certain Beneficial Owners and Management 15 Item 13. Certain Relationships and Related Transactions 15 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 16 Page 2
3 PART I ITEM 1. BUSINESS - ----------------- ORGANIZATION Registrant was organized in 1974 under the laws of the State of Ohio. It began operations in 1975 upon reorganization of its principal subsidiary, The Fifth Third Bank. The executive offices of the Registrant are located in Cincinnati, Ohio. The Registrant is a multi-bank holding company as defined in the Bank Holding Company Act of 1956, as amended, and is registered as such with the Board of Governors of the Federal Reserve System. The Registrant is also a multi-savings-and-loan holding company and is registered with the Office of Thrift Supervision. Registrant has sixteen wholly-owned subsidiaries: The Fifth Third Bank; The Fifth Third Bank of Columbus; The Fifth Third Bank of Northwestern Ohio, N.A.; The Fifth Third Bank of Southern Ohio; The Fifth Third Bank of Western Ohio; Fifth Third Bank of Northeastern Ohio; Fifth Third Savings Bank of Northern Ohio, FSB; Fifth Third Bank of Florida; Fifth Third Bank of Northern Kentucky, Inc.; Fifth Third Savings Bank of Northern Kentucky, FSB; Fifth Third Bank of Kentucky, Inc.; The Fifth Third Savings Bank of Western Kentucky, FSB; The Fifth Third Bank of Central Indiana; Fifth Third Community Development Company; Fifth Third Investment Company; and Fountain Square Insurance Company. Unless the context otherwise indicates the term "Company" as used herein means the Registrant and the term "Bank" means its wholly-owned subsidiary, The Fifth Third Bank. During January 1997, the Fifth Third Savings Bank of Western Kentucky, FSB was merged into and with Fifth Third Bank of Kentucky, Inc., Fifth Third Savings Bank of Northern Ohio, FSB was merged into and with Fifth Third Bank of Northeastern Ohio and Fifth Third Savings Bank of Northern Kentucky, FSB was merged into and with Fifth Third Bank of Northern Kentucky, Inc. At the same time, the Company was deregistered as a savings-and-loan holding company. As of December 31, 1996, the Company's consolidated total assets were $20,548,998,000 and stockholders' equity totalled $2,144,125,000. The Bank has five wholly-owned subsidiaries: Midwest Payment Systems, Inc.; Fifth Third Securities, Inc.; The Fifth Third Company; The Fifth Third Leasing Company; and Fifth Third International Company. Fifth Third International Company has a 99.9% owned subsidiary: Fifth Third Trade Services Limited. Fifth Third Investment Company owns the remaining .01%. ACQUISITIONS The Company is the result of mergers and acquisitions over the years involving financial institutions throughout Ohio, Indiana, Kentucky, and Florida. The Company made the following acquisitions during 1996: On January 19, 1996, the Company purchased approximately $1.4 billion of deposits and the fixed assets of 28 Cleveland-area offices from 1st Nationwide Bank. The acquisition price of the deposits, offices and other fixed assets was approximately $136 million. Page 3
4 On February 23, 1996, the Company purchased the Ohio operations of First Chicago NBD Corporation including $534 million in deposits, $222 million in loans and 25 offices in Columbus and Dayton, Ohio for $39.5 million. On March 15, 1996, the Company acquired Kentucky Enterprise Bancorp, Inc., with consolidated assets of $276 million, and its wholly-owned subsidiary, Kentucky Enterprise Bank, FSB in a transaction accounted for as a pooling of interests. COMPETITION There are hundreds of commercial banks, savings and loans and other financial services providers in Ohio, Kentucky, Indiana, Florida and nationally, which provide strong competition to the Company's banking subsidiaries. As providers of a full range of financial services, these subsidiaries compete with national and state banks, savings and loan associations, securities dealers, brokers, mortgage bankers, finance and insurance companies, and other financial service companies. With respect to data processing services, the Bank's data processing subsidiary, Midwest Payment Systems, Inc., competes with other electronic fund transfer (EFT) service providers such as Deluxe Corporation and Electronic Data Systems and other merchant processing providers such as First Data Corporation, National Processing, Inc. and First USA Paymentech, Inc. The earnings of the Company are affected by general economic conditions as well as by the monetary policies of the Federal Reserve Board. Such policies, which include regulating the national supply of bank reserves and bank credit, can have a major effect upon the source and cost of funds and the rates of return earned on loans and investments. The Federal Reserve influences the size and distribution of bank reserves through its open market operations and changes in cash reserve requirements against member bank deposits. REGULATION AND SUPERVISION The Company, as a bank holding company, is subject to the restrictions of the Bank Holding Company Act of 1956, as amended (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 Company is required to obtain the prior approval of the Federal Reserve Board before it can acquire control of more than 5% of the voting shares of another bank. The Act does not permit the Federal Reserve Board to approve an acquisition by the Company, or any of its subsidiaries, of any bank located in a state other than Ohio, unless the acquisition is specifically authorized by the law of the state in which such bank is located. On September 29, 1994, the Act was amended by The Interstate Banking and Branch Efficiency Act of 1994 which authorizes interstate bank acquisitions anywhere in the country effective one year after the date of enactment, and interstate branching by acquisition and consolidation effective June 1, 1997, in those states that have not opted out by that date. The impact of this amendment on the Company cannot be measured at this time. The Company's subsidiary state banks are primarily subject to the laws of the state in which each is located, the Board of Governors of the Federal Reserve System and/or the Federal Deposit Insurance Corporation. The subsidiary bank which is organized under the laws of the United States is primarily subject to regulation by the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Prior to January, 1997, the Company, as a savings and loan holding company, and its savings and loan subsidiaries were subject to regulation by the Office of Thrift Supervision. Page 4
5 The Company and its subsidiaries are subject to certain restrictions on intercompany loans and investments. The Company and its subsidiaries are also subject to certain restrictions with respect to engaging in the underwriting and public sale and distribution of securities. In addition, the Company and its subsidiaries are subject to examination at the discretion of supervisory authorities. The Bank Holding Company Act limits the activities which may be engaged in by the Company and its subsidiaries to ownership of banks and those activities which the Federal Reserve Board has deemed or may in the future find to be so closely related to banking as to be a proper incident thereto. The Financial Reform, Recovery and Enforcement Act of 1989 (FIRREA) provides that a holding company's controlled insured depository institutions are liable for any loss incurred by the Federal Deposit Insurance Corporation in connection with the default of, or any FDIC-assisted transaction involving, an affiliated insured bank or savings association. The Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDIC Improvement Act") covers a wide expanse of banking regulatory issues. The FDIC Improvement Act deals with the recapitalization of the Bank Insurance Fund, with deposit insurance reform, including requiring the FDIC to establish a risk-based premium assessment system, and with a number of other regulatory and supervisory matters. EMPLOYEES As of December 31, 1996, there were no employees of the Company. Subsidiaries of the Company employed 6,970 employees--1,178 were officers and 1,379 were part-time employees. STATISTICAL INFORMATION Pages 6 to 12 contain statistical information on the Company and its subsidiaries. Page 5
6 SECURITIES PORTFOLIO The securities portfolio as of December 31 for each of the last five years, and the maturity distribution and weighted average yield of securities as of December 31, 1996, are incorporated herein by reference to the securities tables on pages 32 and 33 of the Company's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. The weighted average yields for the securities portfolio are yields to maturity weighted by the par values of the securities. The weighted average yields on securities exempt from income taxes are computed on a taxable equivalent basis. The taxable equivalent yields are net after-tax yields to maturity divided by the complement of the full corporate tax rate (35%). In order to express yields on a taxable equivalent basis, yields on obligations of states and political subdivisions (municipal securities) have been increased as follows: Under 1 year 2.42% 1 - 5 years 2.32% 6 - 10 years 2.28% Over 10 years 2.64% Total municipal securities 2.33% AVERAGE BALANCE SHEETS The average balance sheets are incorporated herein by reference to Table 1 on pages 28 and 29 of the Company's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. ANALYSIS OF NET INTEREST INCOME AND NET INTEREST INCOME CHANGES The analysis of net interest income and the analysis of net interest income changes are incorporated herein by reference to Table 1 and Table 2 and the related discussion on pages 28 through 30 of the Company's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. Page 6
7 <TABLE> <CAPTION> Types of Loans and Leases ------------------------- A summary of loans and leases by major category as of December 31 follows ($000's): 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Commercial, financial and agricultural loans $4,013,785 3,584,124 3,045,315 2,685,558 2,490,077 Real estate - construction loans 375,938 312,098 286,088 342,177 330,587 Real estate - mortgage loans 2,946,225 2,769,178 3,076,463 3,434,496 2,964,402 Consumer loans 2,600,169 3,062,697 2,407,261 2,090,154 1,713,842 Lease financing 3,026,834 2,288,573 1,703,492 1,170,231 737,186 ---------------- ---------------- ----------------- ---------------- ---------------- Loans and leases, gross 12,962,951 12,016,670 10,518,619 9,722,616 8,236,094 Unearned income (448,159) (326,027) (232,162) (155,718) (120,504) Reserve for credit losses (187,278) (177,388) (155,918) (144,537) (121,452) ---------------- ---------------- ----------------- ---------------- ---------------- Loans and leases, net $12,327,514 11,513,255 10,130,539 9,422,361 7,994,138 ================ ================ ================= ================ ================ </TABLE> <TABLE> <CAPTION> Maturities and Sensitivity of Loans to Changes in Interest Rates ---------------------------------------------------------------- The remaining maturities of the loan portfolio distributed to reflect expected cash flows (excluding residential mortgage and consumer loans) at December 31, 1996, 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 ---------------- ---------------- ----------------- ---------------- <S> <C> <C> <C> <C> Due in one year or less $2,461,311 73,498 161,541 2,696,350 Due after one year through five years 1,262,114 290,158 532,342 2,084,614 Due after five years 290,360 12,282 101,716 404,358 ---------------- ---------------- ----------------- ---------------- Total $4,013,785 375,938 795,599 5,185,322 ================ ================ ================= ================ Loans due after one year: Predetermined interest rate $985,538 290,216 497,952 1,773,706 ================ ================ ================= ================ Floating or adjustable interest rate $566,936 12,224 136,106 715,266 ================ ================ ================= ================ </TABLE> Page 7
8 <TABLE> <CAPTION> Risk Elements - ------------- Interest on loans is normally accrued at the rate agreed upon at the time each loan was negotiated. It is the Company's policy to discontinue accrual of interest on commercial, construction and mortgage loans when there is a clear indication that the borrower's cash flow may not be sufficient to meet payments as they become due. Loans, other than consumer loans, are placed on nonaccrual status when principal or interest is past due ninety days or more, unless the loan is well secured and in the process of collection. For purposes of applying Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan", as amended, impaired loans have been defined as all nonaccrual loans. The following table presents data concerning loans and leases at risk at December 31, 1996 and previous years ($000's): 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Nonaccrual loans and leases $29,046 37,049 20,725 18,961 32,772 Loans and leases contractually past due ninety days or more as to interest, principal or rental payments 38,053 20,455 13,237 10,444 21,804 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 1,121 506 443 2,378 3,693 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 43,097 39,621 35,254 35,992 35,097 </TABLE> For calendar year 1996, interest income of $569,000 was recorded on nonaccrual and renegotiated loans and leases. Additional interest income of $3,805,000 would have been recorded if the nonaccrual and renegotiated loans and leases had been current in accordance with their original terms. Page 8
9 <TABLE> <CAPTION> 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): 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Loans and leases outstanding at December 31 $12,514,792 11,690,643 10,286,457 9,566,898 8,115,590 =============== ============== ============== =============== =============== Average loans and leases outstanding $12,304,544 10,960,757 9,902,901 8,869,432 7,189,975 =============== ============== ============== =============== =============== Reserve for credit losses, January 1 $177,388 155,918 144,537 121,452 97,319 --------------- -------------- -------------- --------------- --------------- Losses charged off: Commercial, financial and agricultural loans (10,500) (6,596) (8,793) (12,113) (24,156) Real estate - construction loans -- -- -- -- -- Real estate - mortgage loans (3,774) (3,697) (3,485) (7,174) (6,488) Consumer loans (53,027) (26,330) (16,416) (16,035) (22,164) Lease financing (13,143) (5,084) (2,252) (1,850) (1,910) --------------- -------------- -------------- --------------- --------------- Total losses (80,444) (41,707) (30,946) (37,172) (54,718) --------------- -------------- -------------- --------------- --------------- Recoveries of losses previously charged off: Commercial, financial and agricultural loans 2,865 1,443 1,795 2,103 1,109 Real estate - construction loans -- -- -- -- -- Real estate - mortgage loans 1,608 611 3,006 564 462 Consumer loans 13,174 8,399 7,898 6,793 6,883 Lease financing 2,835 1,393 773 638 499 --------------- -------------- -------------- --------------- --------------- Total recoveries 20,482 11,846 13,472 10,098 8,953 --------------- -------------- -------------- --------------- --------------- Net losses charged off: Commercial, financial and agricultural loans (7,635) (5,153) (6,998) (10,010) (23,047) Real estate - construction loans -- -- -- -- -- Real estate - mortgage loans (2,166) (3,086) (479) (6,610) (6,026) Consumer loans (39,853) (17,931) (8,518) (9,242) (15,281) Lease financing (10,308) (3,691) (1,479) (1,212) (1,411) --------------- -------------- -------------- --------------- --------------- Total net losses charged off (59,962) (29,861) (17,474) (27,074) (45,765) --------------- -------------- -------------- --------------- --------------- LOC contract -- -- (7,800) -- -- Reserve of acquired institutions and other 5,838 8,369 875 2,122 3,798 Provision charged to operations 64,014 42,962 35,780 48,037 66,100 --------------- -------------- -------------- --------------- --------------- Reserve for credit losses, December 31 $187,278 177,388 155,918 144,537 121,452 =============== ============== ============== =============== =============== </TABLE> Page 9
10 <TABLE> <CAPTION> Summary of Credit Loss Experience, continued - -------------------------------------------- Reserve for credit losses, December 31: 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> Commercial, financial and agricultural loans $98,491 92,988 72,906 71,825 66,260 Real estate - construction loans 4,853 5,033 5,405 6,442 6,096 Real estate - mortgage loans 39,879 30,392 26,298 23,397 16,638 Consumer loans 25,045 32,126 36,272 33,450 26,997 Lease financing 19,010 16,849 15,037 9,423 5,461 -------------- ------------- ------------- ------------- ----------- Total reserve for credit losses $187,278 177,388 155,918 144,537 121,452 ============== ============= ============= ============= =========== </TABLE> <TABLE> <CAPTION> The analysis above is for analytical purposes. The reserve for credit losses is general in nature and is available to absorb losses from any portion of the loan and lease portfolio. The distribution of loans and leases by type and the ratio of net charge-offs to average loans and leases outstanding was as follows: 1996 1995 1994 1993 1992 ---- ---- ---- ----- ---- <S> <C> <C> <C> <C> <C> Percentage of loans and leases to total loans and leases at December 31 Commercial, financial and agricultural loans 31.9% 30.5 29.5 28.0 30.5 Real estate - construction loans 3.0 2.7 2.8 3.6 4.1 Real estate - mortgage loans 23.6 23.7 29.9 35.8 36.5 Consumer loans 20.8 26.2 23.4 21.9 21.1 Lease financing 20.7 16.9 14.4 10.7 7.8 ------------ ----------- ------------ ----------- ---------- 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 0.20% 0.15 0.24 0.38 0.98 Real estate - construction loans -- -- -- -- -- Real estate - mortgage loans 0.07 0.10 0.01 0.21 0.25 Consumer loans 1.40 0.68 0.38 0.49 0.96 Lease financing 0.45 0.22 0.12 0.15 0.29 Weighted Average Ratio 0.49 0.27 0.18 0.31 0.64 </TABLE> Page 10
11 Reserve for Credit Losses - ------------------------- The reserve for credit losses is established through charges to operations by a provision for credit losses. Loans and leases which are determined to be uncollectible are charged against the reserve and any subsequent recoveries are credited to the reserve. The amount charged to operations is based on several factors. These include the following: 1. Analytical reviews of the credit loss experience in relationship to outstanding loans and leases to determine an adequate reserve for credit losses required for loans and leases at risk. 2. A continuing review of problem or at risk loans and leases and the overall portfolio quality. 3. Regular examinations and appraisals of the loan and lease portfolio conducted by the Company's examination staff and the banking supervisory authorities. 4. Management's judgement with respect to the current and expected economic conditions and their impact on the existing loan and lease portfolio. The amount provided for credit losses exceeded actual net charge-offs by $4,052,000 in 1996, $13,101,000 in 1995 and $18,306,000 in 1994. Management reviews the reserve on a quarterly basis to determine whether additional provisions should be made after considering the factors noted above. Based on these procedures, management is of the opinion that the reserve at December 31, 1996 of $187,278,000 was adequate. <TABLE> <CAPTION> Maturity Distribution of Domestic Certificates of Deposit of $100,000 and Over at December 31, 1996 ($000's) - ------------------------------------------------------------------------------------------------------------ <S> <C> Three months or less $532,832 Over three months through six months 142,997 Over six months through twelve months 74,481 Over twelve months 36,477 ------------- Total certificates - $100,000 and over $786,787 ============= </TABLE> Note: Foreign office deposits are denominated in amounts greater than $100,000. Page 11
12 <TABLE> <CAPTION> Return on Equity and Assets - --------------------------- The following table presents certain operating ratios: 1996 1995 1994 ---- ---- ---- <S> <C> <C> <C> Return on assets (A) * 1.72% 1.78 1.77 Return on equity (B) * 17.2% 18.1 18.6 Dividend payout ratio (C) * 34.8% 33.9 32.3 Equity to assets ratio (D) 9.99% 9.82 9.50 - -------------------------------------------- <FN> (A) net income divided by average assets (B) net income divided by average equity (C) dividends declared per share divided by fully diluted net income per share (D) average equity divided by average assets * 1996 ratios include the special SAIF assessment of $16.6 million pretax ($10.8 million after tax or $.10 per share). For comparability, excluding the impact of this assessment, return on average assets, return on average equity and the dividend payout ratio for 1996 would have been 1.78%, 17.8% and 33.7%, respectively. </TABLE> Page 12
13 ITEM 2. PROPERTIES - ------------------- The Company's executive offices and the main office of the Bank are located on Fountain Square Plaza in downtown Cincinnati, Ohio, located in a 32-story office tower and a 5-story office building and parking garage known as the Fifth Third Center and the William S. Rowe Building, respectively. One of the Bank's subsidiaries owns 100% of these buildings. At December 31, 1996, the Company, through its subsidiary banks and savings banks, seven located in Ohio, four in Kentucky, one in Indiana and one in Florida, operated 414 banking centers, of which 208 were owned and 206 were leased. The properties owned are free from mortgages and encumbrances. ITEM 3. LEGAL PROCEEDINGS - -------------------------- The Company and its subsidiaries are not parties to any material legal proceedings other than routine litigation incidental to its business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ None PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - ------------------------------------------------------------------------------ The information required by this item is incorporated herein by reference to Page 1 of Registrant's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. ITEM 6. SELECTED FINANCIAL DATA - -------------------------------- The information required by this item is incorporated herein by reference to page 37 of Registrant's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- The information required by this item is incorporated herein by reference to pages 28 through 36 of Registrant's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ---------------------------------------------------- The information required by this item is incorporated herein by reference to pages 15 through 27 and page 37 of Registrant's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE - -------------------------------------------------------------------------------- None Page 13
14 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------------------------------------------------------------ The information required by this item concerning Directors is incorporated herein by reference under the caption "ELECTION OF DIRECTORS" of the Registrant's 1997 Proxy Statement. The names, ages and positions of the Executive Officers of the Company as of January 31, 1997 are listed below along with their business experience during the past 5 years. Officers are appointed annually by the Board of Directors at the meeting of Directors immediately following the Annual Meeting of Stockholders. <TABLE> <CAPTION> CURRENT POSITION AND NAME AND AGE BUSINESS EXPERIENCE DURING PAST 5 YEARS - ------------ --------------------------------------- <S> <C> George A. Schaefer, Jr., 51 PRESIDENT AND CEO. President and Chief Executive Officer of the Company and the Bank. George W. Landry, 56 EXECUTIVE VICE PRESIDENT. Executive Vice President of the Company and the Bank. Stephen J. Schrantz, 48 EXECUTIVE VICE PRESIDENT. Executive Vice President of the Company and the Bank. Michael D. Baker, 46 EXECUTIVE VICE PRESIDENT. Executive Vice President of the Company and the Bank since August, 1995. Previously, Mr. Baker was Senior Vice President of the Company since March, 1993, and of the Bank. P. Michael Brumm, 49 EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER. Executive Vice President of the Company and the Bank since August, 1995. Previously, Mr. Brumm was Senior Vice President and CFO of the Company and the Bank. Robert P. Niehaus, 50 EXECUTIVE VICE PRESIDENT. Executive Vice President of the Company and the Bank since August, 1995. Previously, Mr. Niehaus was Senior Vice President of the Company since March, 1993, and Senior Vice President of the Bank. Michael K. Keating, 41 EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY. Executive Vice President of the Company and the Bank since August, 1995 and Secretary of the Company and the Bank since January, 1994. Previously, Mr. Keating was Senior Vice President and General Counsel of the Company since March, 1993, and Senior Vice President and Counsel of the Bank. Mr. Keating is a son of Mr. William J. Keating, Director. </TABLE> Page 14
15 <TABLE> <CAPTION> CURRENT POSITION AND NAME AND AGE BUSINESS EXPERIENCE DURING PAST 5 YEARS - ------------ --------------------------------------- <S> <C> Robert J. King, Jr., 41 SENIOR VICE PRESIDENT. Senior Vice President of the Company since March, 1995, and President and CEO of Fifth Third Bank of Northwestern Ohio, N.A. James R. Gaunt, 51 SENIOR VICE PRESIDENT. Senior Vice President of the Company 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 Bank. Neal E. Arnold, 36 TREASURER. Treasurer of the Company and the Bank, and Senior Vice President of the Bank since April, 1993. Previously, Mr. Arnold was Vice President of the Bank. Gerald L. Wissel, 40 AUDITOR. Auditor of the Company and the Bank. Executive Vice President of the Bank since January, 1997. Previously, Mr. Wissel was Senior Vice President of the Bank. Roger W. Dean, 34 CONTROLLER. Controller of the Company and Vice President of the Bank since June, 1993. Previously, Mr. Dean was with Deloitte & Touche LLP, independent public accountants. Paul L. Reynolds, 35 ASSISTANT SECRETARY. Assistant Secretary of the Company since March, 1995, and Vice President, General Counsel and Assistant Secretary of the Bank since January, 1995. Previously, Mr. Reynolds was Vice President, Counsel and Assistant Secretary of the Bank. </TABLE> ITEM 11. EXECUTIVE COMPENSATION - -------------------------------- The information required by this item is incorporated herein by reference under the caption "EXECUTIVE COMPENSATION" of the Registrant's 1997 Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------ The information required by this item is incorporated herein by reference under the captions "CERTAIN BENEFICIAL OWNERS, ELECTION OF DIRECTORS, AND EXECUTIVE COMPENSATION" of the Registrant's 1997 Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------- The information required by this item is incorporated herein by reference under the caption "CERTAIN TRANSACTIONS" of the Registrant's 1997 Proxy Statement. Page 15
16 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, 1996, 1995 and 1994 * Consolidated Balance Sheets, December 31, 1996 and 1995 * Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1996, 1995 and 1994 * Consolidated Statements of Cash Flows for the Years Ended December 31, 1996, 1995 and 1994 * Notes to Consolidated Financial Statements * * Incorporated by reference to pages 15 through 27 of Registrant's 1996 Annual Report to Stockholders attached to this filing as Exhibit 13. 2. Financial Statement Schedules The schedules for Registrant and its subsidiaries are omitted because of the absence of conditions under which they are required, or because the information is set forth in the consolidated financial statements or the notes thereto. 3. Exhibits EXHIBIT NO. ------- 3- Amended Articles of Incorporation and Code of Regulations (a) 10(a)- Fifth Third Bancorp Unfunded Deferred Compensation Plan for Non-Employee Directors (b) 10(b)- Fifth Third Bancorp 1990 Stock Option Plan (c) 10(c)- Fifth Third Bancorp 1987 Stock Option Plan (d) 10(d)- Fifth Third Bancorp 1982 Stock Option Plan (e) 10(e)- Fifth Third Bancorp Stock Option Plan for Employees of The Fifth Third Bank of Miami Valley, National Association (f) 10(f)- Fifth Third Bancorp Stock Option Plan for Employees of The Fifth Third Bank of Eastern Indiana (g) 10(g)- Indenture effective November 19, 1992 between Fifth Third Bancorp, Issuer and NBD Bank, N.A., Trustee (h) Page 16
17 10(h)- Fifth Third Bancorp Amended and Restated Stock Option Plan for Employees and Directors of The TriState Bancorp (i) 10(i)- Fifth Third Bancorp 1993 Discount Stock Purchase Plan (j) 10(j)- Fifth Third Bancorp Amended and Restated Stock Incentive Plan for selected Executive Officers, Employees and Directors of The Cumberland Federal Bancorporation, Inc. (k) 10(k)- Fifth Third Bancorp Master Profit Sharing Plan (l) 10(l)- Fifth Third Bancorp Amended and Restated Stock Option and Incentive Plan for Selected Executive Officers, Employees and Directors of Falls Financial, Inc. (m) 10(m)- Fifth Third Bancorp Amended 1993 Discount Stock Purchase Plan (n) 11- Computation of Consolidated Net Income Per Share for the Years Ended December 31, 1996, 1995, 1994, 1993 and 1992 13- Fifth Third Bancorp 1996 Annual Report to Stockholders 21- Fifth Third Bancorp Subsidiaries 23- Independent Auditors' Consent b) Reports on Form 8-K NONE. - -------------------- (a) Incorporated by reference to Registrant's Registration Statement, Exhibits 3.1 and 3.2, on Form S-4, Registration No. 33-19965 which is effective. (b) Incorporated in this Form 10-K Annual Report by reference to Form 10-K filed for fiscal year ended December 31, 1985. (c) Incorporated by reference to Registrant's filing with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-8, Registration No. 33- 34075, which is effective. (d) Incorporated by reference to Registrant's filing with the Securities and Exchange Commission as an exhibit to a Registration Statement on Form S-8, Registration No. 33- 13252, which is effective. (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. 2-98550, which is effective. (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- 20888, which is effective. Page 17
18 (g) Incorporated by reference to Registrant's filing with the Securities and Exchange Commission on November 18, 1992 a Form 8-K Current Report as an exhibit to a Registration Statement on Form S-8, Registration No. 33-30690, which is effective. (h) Incorporated by reference to Registrant's filing with the Securities and Exchange Commission on November 18, 1992 a Form 8-K Current Report dated November 16, 1992 and as Exhibit 4.1 to a Registration Statement on Form S-3, Registration No. 33-54134, which is effective. (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- 51679, which is effective. (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- 60474, which is effective. (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- 55223, which is effective. (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. 33- 55553, which is effective. (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. 33- 61149, which is effective. (n) 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. Page 18
19 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 3, 1997 - -------------------------- 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 3, 1997 by the following persons on behalf of the Registrant and in the capacities indicated. <TABLE> <CAPTION> /s/ P. Michael Brumm /s/ Roger W. Dean - -------------------------- -------------------------- P. Michael Brumm Roger W. Dean Executive Vice President and CFO Controller (Chief Financial Officer) (Principal Accounting Officer) <S> <C> <C> /s/ John F. Barrett /s/ Joseph H. Head, Jr. /s/ James E. Rogers - -------------------------- -------------------------- -------------------------- John F. Barrett Joseph H. Head, Jr. James E. Rogers Director Director Director /s/ Milton C. Boesel, Jr. /s/ Brian H. Rowe - -------------------------- -------------------------- -------------------------- Milton C. Boesel, Jr. Joan R. Herschede Brian H. Rowe Director Director Director /s/ George A. Schaefer, Jr. - -------------------------- -------------------------- -------------------------- Gerald V. Dirvin William G. Kagler George A. Schaefer, Jr. Director Director Director /s/ Thomas B. Donnell /s/ John J. Schiff, Jr. - -------------------------- -------------------------- -------------------------- Thomas B. Donnell William J. Keating John J. Schiff, Jr. Director Director Director /s/ James D. Kiggen /s/ Dennis J. Sullivan, Jr. - -------------------------- -------------------------- -------------------------- Richard T. Farmer James D. Kiggen Dennis J. Sullivan, Jr. Director Director Director /s/ Robert B. Morgan - -------------------------- -------------------------- -------------------------- John D. Geary Robert B. Morgan Dudley S. Taft Director Director Director - -------------------------- -------------------------- Ivan W. Gorr Michael H. Norris Director Director </TABLE> Page 19