UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2003
Commission File Number 0-8076
FIFTH THIRD BANCORP
(Exact name of Registrant as specified in its charter)
| Ohio |
31-0854434 | |
| (State or other jurisdiction |
(I.R.S. Employer | |
| of incorporation or organization) |
Identification Number) |
Fifth Third Center
Cincinnati, Ohio 45263
(Address of principal executive offices)
Registrant’s telephone number, including area code: (513) 534-5300
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 whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes x No ¨
There were 574,249,670 shares of the Registrant’s Common Stock, without par value, outstanding as of April 30, 2003.
INDEX
| Page | ||||||
| Part I. Financial Information |
||||||
| Item 1. |
Financial Statements |
|||||
| Condensed Consolidated Balance Sheets—March 31, 2003 and 2002 and December 31, 2002 |
3 | |||||
| Condensed Consolidated Statements of Income—Three Months Ended March 31, 2003 and 2002 |
5 | |||||
| Condensed Consolidated Statements of Cash Flows—Three Months Ended March 31, 2003 and 2002 |
6 | |||||
| Condensed Consolidated Statements of Changes in Shareholders’ Equity—Three Months Ended March 31, 2003 and 2002 |
7 | |||||
| 8-22 | ||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of |
23-40 | ||||
| Item 3. |
41-42 | |||||
| Item 4. |
43 | |||||
| Part II. Other Information |
||||||
| Item 1. |
44 | |||||
| Item 4. |
45 | |||||
| Item 6. |
46 | |||||
| 47 | ||||||
| 48-49 | ||||||
2
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| March 31, 2003 |
December 31, 2002 |
March 31, 2002 |
||||||||||
| ($ in thousands, except share data) |
||||||||||||
| Assets |
||||||||||||
| Cash and Due from Banks |
$ |
1,771,527 |
|
$ |
1,890,809 |
|
$ |
1,344,508 |
| |||
| Securities Available-for-Sale(a) |
|
27,190,554 |
|
|
25,464,056 |
|
|
21,582,217 |
| |||
| Securities Held-to-Maturity(b) |
|
86,146 |
|
|
51,768 |
|
|
21,922 |
| |||
| Other Short-Term Investments |
|
815,021 |
|
|
311,943 |
|
|
93,854 |
| |||
| Loans Held for Sale |
|
3,011,377 |
|
|
3,357,507 |
|
|
1,454,950 |
| |||
| Loans and Leases |
||||||||||||
| Commercial Loans |
|
13,380,294 |
|
|
12,742,832 |
|
|
10,937,209 |
| |||
| Construction Loans |
|
3,360,884 |
|
|
3,327,026 |
|
|
3,340,604 |
| |||
| Commercial Mortgage Loans |
|
5,983,988 |
|
|
5,885,544 |
|
|
5,916,845 |
| |||
| Commercial Lease Financing |
|
3,931,722 |
|
|
3,985,896 |
|
|
3,190,270 |
| |||
| Residential Mortgage Loans |
|
3,670,154 |
|
|
3,494,606 |
|
|
4,487,358 |
| |||
| Consumer Loans |
|
15,425,100 |
|
|
15,116,254 |
|
|
12,966,617 |
| |||
| Consumer Lease Financing |
|
2,746,288 |
|
|
2,637,926 |
|
|
2,114,626 |
| |||
| Unearned Income |
|
(1,231,734 |
) |
|
(1,261,948 |
) |
|
(910,076 |
) | |||
| Reserve for Credit Losses |
|
(703,354 |
) |
|
(683,193 |
) |
|
(628,595 |
) | |||
| Total Loans and Leases |
|
46,563,342 |
|
|
45,244,943 |
|
|
41,414,858 |
| |||
| Bank Premises and Equipment |
|
921,076 |
|
|
890,934 |
|
|
837,663 |
| |||
| Accrued Income Receivable |
|
540,628 |
|
|
569,533 |
|
|
469,578 |
| |||
| Goodwill |
|
702,051 |
|
|
702,051 |
|
|
685,667 |
| |||
| Mortgage Servicing Rights |
|
248,569 |
|
|
263,499 |
|
|
492,349 |
| |||
| Intangible Assets |
|
231,552 |
|
|
236,144 |
|
|
259,483 |
| |||
| Other Assets |
|
2,204,902 |
|
|
1,911,261 |
|
|
1,908,519 |
| |||
| Total Assets |
$ |
84,286,745 |
|
$ |
80,894,448 |
|
$ |
70,565,568 |
| |||
| Liabilities |
||||||||||||
| Deposits |
||||||||||||
| Demand |
$ |
10,468,664 |
|
$ |
10,095,225 |
|
$ |
8,264,762 |
| |||
| Interest Checking |
|
18,681,537 |
|
|
17,878,326 |
|
|
15,151,481 |
| |||
| Savings |
|
8,098,013 |
|
|
10,055,639 |
|
|
8,335,204 |
| |||
| Money Market |
|
2,852,108 |
|
|
1,044,371 |
|
|
1,361,321 |
| |||
| Other Time |
|
7,500,968 |
|
|
8,179,520 |
|
|
10,093,004 |
| |||
| Certificates—$100,000 and Over |
|
4,934,570 |
|
|
1,180,765 |
|
|
1,814,078 |
| |||
| Foreign Office |
|
2,022,235 |
|
|
3,774,581 |
|
|
845,893 |
| |||
| Total Deposits |
|
54,558,095 |
|
|
52,208,427 |
|
|
45,865,743 |
| |||
| Federal Funds Borrowed |
|
4,924,065 |
|
|
4,748,568 |
|
|
2,815,452 |
| |||
| Other Short-Term Borrowings |
|
4,275,336 |
|
|
4,074,577 |
|
|
3,661,571 |
| |||
| Accrued Taxes, Interest and Expenses |
|
2,433,044 |
|
|
2,307,717 |
|
|
2,034,400 |
| |||
| Other Liabilities |
|
927,497 |
|
|
439,933 |
|
|
435,709 |
| |||
| Long-Term Debt |
|
8,033,230 |
|
|
8,178,704 |
|
|
7,518,284 |
| |||
| Total Liabilities |
|
75,151,267 |
|
|
71,957,926 |
|
|
62,331,159 |
| |||
| Minority Interest |
|
471,734 |
|
|
461,505 |
|
|
430,919 |
| |||
| Shareholders’ Equity |
||||||||||||
| Common Stock(c) |
|
1,295,241 |
|
|
1,295,208 |
|
|
1,295,200 |
| |||
| Preferred Stock(d) |
|
9,250 |
|
|
9,250 |
|
|
9,250 |
| |||
| Capital Surplus |
|
1,402,435 |
|
|
1,441,406 |
|
|
1,484,094 |
| |||
| Retained Earnings |
|
6,173,468 |
|
|
5,904,148 |
|
|
5,094,405 |
| |||
| Accumulated Nonowner Changes in Equity |
|
296,728 |
|
|
369,002 |
|
|
(31,081 |
) | |||
| Treasury Stock |
|
(513,378 |
) |
|
(543,997 |
) |
|
(48,378 |
) | |||
| Total Shareholders’ Equity |
|
8,663,744 |
|
|
8,475,017 |
|
|
7,803,490 |
| |||
| Total Liabilities and Shareholders’ Equity |
$ |
84,286,745 |
|
$ |
80,894,448 |
|
$ |
70,565,568 |
| |||
| (a) | Amortized cost: March 31, 2003—$26,633,108, December 31, 2002—$24,790,289 and March 31, 2002—$21,615,736. |
See Notes to Condensed Consolidated Financial Statements
3
| (b) | Market values: March 31, 2003—$86,146, December 31, 2002—$51,768 and March 31, 2002—$21,922. |
| (c) | Common Shares: Stated value $2.22 per share; authorized at March 31, 2003, December 31, 2002 and March 31, 2002—1,300,000,000; outstanding at March 31, 2003—574,743,788 (excludes 8,697,903 treasury shares), December 31, 2002—574,355,247 (excludes 9,071,857 treasury shares) and March 31, 2002—582,651,684 (excludes 771,852 treasury shares). |
| (d) | 490,750 shares of no par value preferred stock are authorized of which none had been issued; 7,250 shares of 8.00% cumulative Series D convertible (at $23.5399 per share) perpetual preferred stock with a stated value of $1,000 were authorized, issued and outstanding; 2,000 shares of 8.00% cumulative Series E perpetual preferred stock with a stated value of $1,000 were authorized, issued and outstanding. |
4
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended |
|||||||
| 2003 |
2002 |
||||||
| ($ in thousands, |
|||||||
| Interest Income |
|||||||
| Interest and Fees on Loans and Leases |
$ |
676,058 |
$ |
698,756 |
| ||
| Interest on Securities |
|||||||