<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>l88345ae10-q.txt
<DESCRIPTION>FIFTH THIRD BANCORP
<TEXT>

<PAGE>   1


                                  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, 2001
                          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) 579-5300

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___
                                      --

There were 575,506,054 shares of the Registrant's Common Stock, without par
value, outstanding as of April 30, 2001.








<PAGE>   2



                               FIFTH THIRD BANCORP

                                      INDEX
<TABLE>
<S>                                                                                         <C>

Part I.  Financial Information

    Item 1.    Financial Statements

               Consolidated Balance Sheets -
               March 31, 2001 and 2000 and December 31, 2000                                    3

               Consolidated Statements of Income -
               Three Months Ended March  31, 2001 and 2000                                      4

               Consolidated Statements of Cash Flows -
               Three Months Ended March 31, 2001 and 2000                                       5

               Consolidated Statements of Changes in Shareholders' Equity -
               Three Months Ended March 31, 2001 and 2000                                       6

               Notes to Consolidated Financial Statements                                  7 - 10

    Item 2.    Management's Discussion and Analysis of
               Financial Condition and Results of Operations                              11 - 14

    Item 3.    Quantitative and Qualitative Disclosures About Market Risk                      15

Part II.  Other Information                                                               16 - 18



</TABLE>
                                       2
<PAGE>   3
FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
                                                                MARCH 31,          December 31,           March 31,
($000'S)                                                          2001                 2000                 2000
------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                     <C>                  <C>
ASSETS
------------------------------------------------------------------------------------------------------------------------
Cash and Due from Banks                                           $   754,924              984,729              947,525
Securities Available for Sale (a)                                  15,805,505           15,601,590           14,875,146
Securities Held to Maturity (b)                                        22,444               26,990              139,192
Other Short-Term Investments                                          121,068              198,013              353,197
Loans Held for Sale                                                   893,905              553,264              522,088
Loans and Leases
    Commercial Loans                                                6,957,006            6,643,908            6,624,190
    Construction Loans                                              1,570,206            1,483,768            1,085,521
    Commercial Mortgage Loans                                       3,424,295            2,986,428            2,506,964
    Commercial Lease Financing                                      2,874,810            2,751,987            2,293,173
    Residential Mortgage Loans                                      3,745,237            4,034,150            4,796,426
    Consumer Loans                                                  6,174,437            6,079,216            5,350,504
    Consumer Lease Financing                                        3,065,990            2,957,024            3,674,307
    Unearned Income                                                (1,044,895)            (983,680)            (919,782)
    Reserve for Credit Losses                                        (395,693)            (383,495)            (373,337)
------------------------------------------------------------------------------------------------------------------------
Total Loans and Leases                                             26,371,393           25,569,306           25,037,966
Bank Premises and Equipment                                           540,094              521,396              489,918
Accrued Income Receivable                                             372,311              390,169              317,760
Other Assets                                                        2,133,103            2,011,449            1,705,973
------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                     $ 47,014,747           45,856,906           44,388,765
------------------------------------------------------------------------------------------------------------------------
LIABILITIES
------------------------------------------------------------------------------------------------------------------------
Deposits
    Demand                                                        $ 4,698,410            4,705,062            3,929,553
    Interest Checking                                               5,753,376            5,386,380            4,894,269
    Savings and Money Market                                        5,880,858            5,463,609            5,303,241
    Time Deposits                                                  12,391,453           15,393,729           14,858,634
------------------------------------------------------------------------------------------------------------------------
Total Deposits                                                     28,724,097           30,948,780           28,985,697
Federal Funds Borrowed                                              3,580,027            1,164,553            5,279,410
Short-Term Bank Notes                                                       -                  -                 15,000
Other Short-Term Borrowings                                         2,756,828            3,094,738            2,604,210
Accrued Taxes, Interest and Expenses                                1,481,585            1,374,950              850,726
Other Liabilities                                                     375,315              348,596              486,185
Long-Term Debt                                                      4,723,442            3,861,520            1,842,986
Guaranteed Preferred Beneficial  Interest in
    Convertible Subordinated Debentures                               172,500              172,500              172,500
------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                  41,813,794           40,965,637           40,236,714
------------------------------------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY (c)
------------------------------------------------------------------------------------------------------------------------
Common Stock (d)                                                    1,046,875            1,033,747            1,031,233
Capital Surplus                                                       683,429              590,683              582,532
Retained Earnings                                                   3,421,127            3,241,975            2,836,473
Unrealized Gains (Losses) on
    Securities Available for Sale                                      49,522               25,977             (298,187)
Treasury Stock                                                              -               (1,113)                   -
------------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                          5,200,953            4,891,269            4,152,051
------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                       $ 47,014,747           45,856,906           44,388,765
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)      Amortized cost: March 31, 2001 - $15,729,000, December 31, 2000 -
         $15,562,000 and March 31, 2000 - $15,340,000.

(b)      Market value: March 31, 2001 - $22,000, December 31, 2000 - $27,000
         and March 31, 2000 - $139,000.

(c)      500,000 shares of no par value preferred stock are authorized of which
         none had been issued as of March 31, 2001.

(d)      Stated value $2.22 per share; authorized at March 31, 2001 -
         1,300,000,000, December 31, 2000 and March 31, 2000 - 650,000,000;
         outstanding at March 31, 2001 - 471,565,129, December 31, 2000 -
         465,651,949 (excludes 21,875 treasury shares) and March 31, 2000 -
         464,519,307.

See Notes to Consolidated Financial Statements.     3



<PAGE>   4


FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------
                                                               THREE MONTHS ENDED
                                                                    MARCH 31,
                                                          ------------------------------
($000'S)                                                      2001            2000
----------------------------------------------------------------------------------------
<S>                                                           <C>               <C>
INTEREST INCOME
Interest and Fees on Loans and Leases                         $ 554,029         507,287
Interest on Securities
    Taxable                                                     252,355         247,465
    Exempt from Income Taxes                                      9,007           9,373
----------------------------------------------------------------------------------------
Total Interest on Securities                                    261,362         256,838
Interest on Other Short-Term Investments                          2,257           3,055
----------------------------------------------------------------------------------------
Total Interest Income                                           817,648         767,180
----------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on Deposits
    Interest Checking                                            39,036          31,546
    Savings and Money Market                                     53,664          42,779
    Time Deposits                                               191,191         171,018
----------------------------------------------------------------------------------------
Total Interest on Deposits                                      283,891         245,343
Interest on Federal Funds Borrowed                               33,145          72,072
Interest on Short-Term Bank Notes                                     -          15,207
Interest on Other Short-Term Borrowings                          37,005          37,538
Interest on Long-Term Debt and Notes                             70,672          33,576
----------------------------------------------------------------------------------------
Total Interest Expense                                          424,713         403,736
----------------------------------------------------------------------------------------
NET INTEREST INCOME                                             392,935         363,444
Provision for Credit Losses                                      30,290          21,352
----------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES           362,645         342,092
OTHER OPERATING INCOME
Data Processing Income                                           66,745          50,920
Service Charges on Deposits                                      56,168          47,655
Investment Advisory Income                                       55,735          50,763
Other Service Charges and Fees                                  109,608          90,303
Securities Gains                                                  4,236             522
----------------------------------------------------------------------------------------
Total Other Operating Income                                    292,492         240,163
----------------------------------------------------------------------------------------
OPERATING EXPENSES
Salaries, Wages and Incentives                                  118,666         109,929
Employee Benefits                                                20,397          25,681
Equipment Expenses                                               13,042          12,685
Net Occupancy Expenses                                           21,193          19,143
Other Operating Expenses                                        120,360         106,462
----------------------------------------------------------------------------------------
Total Operating Expenses                                        293,658         273,900
----------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                                      361,479         308,355
Applicable Income Taxes                                         117,175         101,986
----------------------------------------------------------------------------------------
NET INCOME                                                    $ 244,304         206,369
----------------------------------------------------------------------------------------
Per Share:
    Earnings                                                  $    0.52            0.45
    Diluted Earnings                                          $    0.51            0.44
    Cash Dividends                                            $    0.20            0.16
----------------------------------------------------------------------------------------
Average Shares (000's):
    Outstanding                                                 467,532         463,780
    Diluted                                                     482,023         474,623
----------------------------------------------------------------------------------------

</TABLE>



See Notes to Consolidated Financial Statements.     4



<PAGE>   5



FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------------
                                                                                                  THREE MONTHS ENDED
                                                                                                      MARCH 31,
                                                                                            -------------------------------
($000'S)                                                                                         2001            2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                    <C>
OPERATING ACTIVITIES
Net Income                                                                                    $    244,304         206,369
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities
    Provision for Credit Losses                                                                     30,290          21,352
    Depreciation Amortization and Accretion                                                         32,633          27,969
    Provision for Deferred Income Taxes                                                             22,323          21,120
    Realized Securities Gains                                                                       (5,643)           (599)
    Realized Securities Losses                                                                       1,407              78
    Proceeds from Sales of Residential Mortgage Loans Held for Sale                              1,076,938         677,962
    Net Gains on Sales of Loans                                                                     (8,654)         (2,137)
    Increase in Residential Mortgage Loans Held for Sale                                        (1,403,951)       (900,636)
    Decrease in Accrued Income Receivable                                                           23,554           3,265
    Increase in Other Assets                                                                       (79,158)       (100,571)
    Increase in Accrued Taxes, Interest and Expenses                                                64,046          84,532
    Increase (Decrease) in Other Liabilities                                                         5,614         (60,455)
---------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                                  3,703        (21,751)
---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from Sales of Securities Available for Sale                                             3,991,377         959,690
Proceeds from Calls, Paydowns and Maturities of Securities Available for Sale                    1,153,877         350,130
Purchases of Securities Available for Sale                                                      (4,571,514)     (3,290,701)
Proceeds from Calls, Paydowns and Maturities of Securities Held to Maturity                          4,546               7
Purchases of Securities Held to Maturity                                                                 -         (10,057)
Decrease in Other Short-Term Investments                                                            76,945           2,250
Increase in Loans and Leases                                                                      (576,575)       (716,342)
Purchases of Bank Premises and Equipment                                                           (26,989)        (25,743)
Proceeds from Disposal of Bank Premises and Equipment                                                  876           4,340
Net Cash Paid in Acquisitions                                                                      (16,976)              -
---------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                                 35,567      (2,726,426)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Increase in Core Deposits                                                                          551,340         182,470
Increase (Decrease) in CDs - $100,000 and Over, including Foreign                               (3,605,054)      2,869,667
Increase in Federal Funds Borrowed                                                               2,364,659       2,307,555
Decrease in Short-Term Bank Notes                                                                        -      (1,302,400)
Decrease in Other Short-Term Borrowings                                                           (356,943)     (1,846,186)
Proceeds from Issuance of Long-Term Debt and Notes                                               2,076,263         751,706
Repayment of Long-Term Debt                                                                     (1,233,202)       (422,016)
Payment of Cash Dividends                                                                          (83,810)        (74,169)
Exercise of Stock Options                                                                           13,534          13,903
Other                                                                                                4,138           2,083
---------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                               (269,075)      2,482,613
---------------------------------------------------------------------------------------------------------------------------
DECREASE IN CASH AND DUE FROM BANKS                                                               (229,805)       (265,564)
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                                                     984,729       1,213,089
---------------------------------------------------------------------------------------------------------------------------
CASH AND DUE FROM BANKS AT END OF PERIOD                                                      $    754,924         947,525
---------------------------------------------------------------------------------------------------------------------------

</TABLE>




See Notes to Consolidated Financial Statements.     5



<PAGE>   6



FIFTH THIRD BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                             THREE MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                    --------------------------------------
($000'S)                                                                                   2001                2000
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                <C>
BALANCE AT DECEMBER 31                                                                     $ 4,891,269          4,077,031
Net Income                                                                                     244,304            206,369
Nonowner Changes in Equity, Net of Tax:
    Change in Unrealized Gain (Losses) on Securities Available for Sale                         23,545            (73,671)
--------------------------------------------------------------------------------------------------------------------------
Net Income and Nonowner Changes in Equity                                                      267,849            132,698
Cash Dividends Declared:
    Fifth Third Bancorp (2001 - $.20 per share and 2000 - $ .16 per share)                     (94,377)           (74,323)
Stock Options Exercised Including Treasury Shares Issued                                        13,534             13,903
Other                                                                                          122,678              2,742
--------------------------------------------------------------------------------------------------------------------------
BALANCE AT MARCH 31                                                                        $ 5,200,953          4,152,051
--------------------------------------------------------------------------------------------------------------------------


</TABLE>

































See Notes to Consolidated Financial Statements.     6





<PAGE>   7





                              FINANCIAL INFORMATION

ITEM 1.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.      In the opinion of management,  the unaudited  Consolidated  Financial
        Statements include all adjustments (which consist of normal recurring
        accruals) necessary, to present fairly the consolidated financial
        position as of March 31, 2001 and 2000, the results of operations for
        the three months ended March 31, 2001 and 2000 and the statements of
        cash flows for the three months ended March 31, 2001 and 2000. In
        accordance with accounting principles generally accepted in the
        United States of America for interim financial information, these
        statements do not include certain information and footnote disclosures
        required for complete annual financial statements. Financial information
        as of December 31, 2000 has been derived from the audited Consolidated
        Financial Statements of Fifth Third Bancorp (the "Registrant"). The
        results of operations and statements of cash flows for the three months
        ended March 31, 2001 and 2000 are not necessarily indicative of the
        results to be expected for the full year. For further information, refer
        to the Consolidated Financial Statements and footnotes thereto for the
        year ended December 31, 2000, included in the Registrant's Annual Report
        on Form 10-K. Certain reclassifications have been made to prior periods'
        consolidated financial statements and related notes to conform with the
        current period presentation.

2.      BUSINESS COMBINATIONS:

        On January 2, 2001, the Registrant completed the acquisition of
        Resource Management, Inc., d.b.a. Maxus Investment Group ("Maxus"), an
        Ohio corporation. Maxus was a privately held diversified financial
        services company that provides investment management and brokerage
        services, headquartered in Cleveland, Ohio. In connection with this
        acquisition, the Registrant issued 470,162 shares of Fifth Third common
        stock and paid $18,090,000 in cash for the outstanding capital stock of
        Maxus. This transaction was accounted for as a purchase transaction.

        On March 9, 2001, the Registrant completed the acquisition of Capital
        Holdings, Inc. ("Capital Holdings") and its subsidiary, Capital Bank
        N.A., headquartered in Sylvania, Ohio. At December 31, 2000, Capital
        Holdings had total assets of $1.1 billion and total deposits of $874
        million. In connection with this acquisition, the Registrant issued
        4,505,385 shares of Fifth Third common stock for the outstanding common
        shares of Capital Holdings. The accompanying Consolidated Financial
        Statements of the Registrant as of and for the period ending March 31,
        2001, have not been restated for Capital Holdings due to immateriality.

        In the fourth quarter of 2000, the Registrant entered into a merger
        agreement with Old Kent Financial Corporation ("Old Kent"), a
        publicly-traded financial holding company headquartered in Grand
        Rapids, Michigan. At December 31, 2000, Old Kent had total assets of
        $23.8 billion and total deposits of $17.4 billion. This transaction was
        subsequently completed on April 2, 2001 and the Registrant issued
        103,716,638 shares of Fifth Third common stock, 7,250 shares of Fifth
        Third series D perpetual preferred stock and 2,000 shares of Fifth
        Third series E perpetual preferred stock to the shareholders of Old
        Kent. The accompanying Consolidated Financial Statements of the
        Registrant as of and for the period ending March 31, 2001, excludes the
        financial results of Old Kent.




                                       7



<PAGE>   8

ITEM 1.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         The Capital and Old Kent transactions are tax-free, stock-for-stock
         exchanges to be accounted for as poolings-of-interests.

3.       On June 20, 2000, the Registrant's Board of Directors approved a
         three-for-two stock split to be effected in the form of a stock
         dividend. The additional shares resulting from the stock split were
         paid July 14, 2000 to shareholders of record as of June 30, 2000. Share
         and per share amounts reflected throughout the consolidated financial
         statements and notes thereto have been retroactively restated for the
         stock split.

4.       On December 19, 2000, the Registrant's Board of Directors rescinded the
         authorization dated June 20, 2000 to purchase in the open market up to
         five percent of the outstanding shares of Fifth Third common stock.

5.       For the first three months of 2001, the Registrant paid $441,043,000 in
         interest and $7,500,000 in Federal income taxes. For the same period in
         2000, the Registrant paid $448,143,000 in interest and paid no Federal
         income taxes. During the first three months of 2001 and 2000, the
         Registrant had noncash investing activities consisting of the
         securitization of $583,481,000 and $254,004,000 of residential mortgage
         loans, respectively.

6.       In September 2000, the Financial Accounting Standards Board ("FASB")
         issued Statement of Financial Accounting Standards ("SFAS") No. 140,
         "Accounting for Transfers and Servicing of Financial Assets and
         Extinguishments of Liabilities." The statement is effective for
         transfers and servicing of financial assets occurring after March 31,
         2001, with certain disclosure and reclassification requirements
         effective for financial statements for fiscal years ending after
         December 15, 2000. Included in SFAS No. 140, which replaced SFAS No.
         125 of the same name, are the accounting and reporting standards
         related to securitizations and Qualifying Special Purpose Entities
         ("QSPE"). The adoption of SFAS No. 140 did not have a material effect
         on the Registrant.

7.       Effective January 1, 2001, the Registrant adopted SFAS No. 133,
         "Accounting for Derivative Instruments and Hedging Activities," as
         amended, which establishes accounting and reporting standards for
         derivative instruments and hedging activities and requires recognition
         of all derivatives as either assets or liabilities in the statement of
         financial condition and measurement of those instruments at fair value.
         The accounting for changes in the fair value of a derivative
         instruments depends on the intended use of the derivative and the
         resulting designation. Adoption of the standard did not have a material
         effect on the Registrant.

8.       In accordance with SFAS No. 131, "Disclosures about Segments of an
         Enterprise and Related Information," the Registrant has determined its
         principal segments to be retail banking, commercial banking, investment
         advisory services and data processing. Retail banking provides a full
         range of deposit products and consumer loans and leases. Commercial
         banking offers services to business, government and professional
         customers. Investment advisory services provides a full range of
         investment alternatives for individuals, companies and not-for-profit
         organizations. Data processing, through Midwest Payment Systems
         ("MPS"), provides electronic funds transfer ("EFT") services, merchant




                                       8



<PAGE>   9



ITEM 1.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         transaction processing, operates the Registrant's Jeanie ATM network
         and provides other data processing services to affiliated and
         unaffiliated customers. General corporate and other includes the
         investment portfolio, certain non-deposit funding, unassigned equity,
         the net effect of funds transfer pricing and other items not allocated
         to operating segments.

         Total revenues exclude securities gains and losses. Results of
         operations and selected financial information by operating segment for
         the three months ended March 31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>

    THREE MONTHS ENDED                            INVESTMENT                   GENERAL
         MARCH 31,         COMMERCIAL    RETAIL    ADVISORY        DATA       CORPORATE
          ($000'S)          BANKING     BANKING    SERVICES   PROCESSING (a)  AND OTHER   ELIMINATIONS (a)   TOTAL
--------------------------------------------------------------------------------------------------------------------
            2001

<S>                        <C>        <C>          <C>          <C>          <C>          <C>              <C>
Total Revenues             $ 185,537  $ 319,131    $ 66,887     $ 72,436     $ 42,892    $  (5,692)        $ 681,191
--------------------------------------------------------------------------------------------------------------------
Net Income                 $  70,600  $ 102,233    $ 18,929     $ 22,921     $ 29,621    $       -         $ 244,304
--------------------------------------------------------------------------------------------------------------------

            2000
Total Revenues             $ 152,966  $ 299,564    $ 60,627     $ 54,348     $ 39,745    $  (4,165)        $ 603,085
--------------------------------------------------------------------------------------------------------------------
Net Income                 $  61,364  $  92,776    $ 17,705     $ 16,893     $ 17,631            -         $ 206,369
--------------------------------------------------------------------------------------------------------------------

</TABLE>

(a) Data Processing services revenues provided to the banking segments by MPS
are eliminated in the Consolidated Statements of Income.

         There were no material changes in the identifiable assets that were
         disclosed in the Registrant's December 31, 2000 Annual Report on Form
         10-K.








                                       9



<PAGE>   10


ITEM 1.  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9.       The Registrant has elected to present the disclosures required by SFAS
         No. 130, "Reporting Comprehensive Income," in the Consolidated
         Statement of Changes in Shareholders' Equity on page 6. The caption
         "Net Income and Nonowner Changes in Equity" represents total
         comprehensive income as defined in the statement. Disclosure of the
         reclassification adjustments, related tax effects allocated to nonowner
         changes in equity and accumulated nonowner changes in equity for the
         three months are as follows:

<TABLE>
<CAPTION>

                                                                                                    THREE MONTHS ENDED
                                                                                                         MARCH 31,
($000'S)                                                                                          2001             2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>               <C>
Reclassification Adjustments, Before Tax

---------------------------------------------------------------------------------------------------------------------------
Change in Unrealized Gains (Losses) Arising During Period                                       $ 41,026          (114,532)
Reclassification Adjustment for Gains Included in Net Income                                       4,236               522
---------------------------------------------------------------------------------------------------------------------------
Net Unrealized Gains (Losses) on Securities Available for Sale                                  $ 36,790          (114,010)
---------------------------------------------------------------------------------------------------------------------------

Related Tax Effects
---------------------------------------------------------------------------------------------------------------------------
Change in Unrealized Gains (Losses) Arising During Period                                       $ 14,545           (40,522)
Reclassification Adjustment for Gains Included in Net Income                                       1,300               183
---------------------------------------------------------------------------------------------------------------------------
Net Unrealized Gains (Losses) on Securities Available for Sale                                  $ 13,245           (40,339)
---------------------------------------------------------------------------------------------------------------------------

Reclassification Adjustments, Net of Tax
---------------------------------------------------------------------------------------------------------------------------
Change in Unrealized Gains (Losses) Arising During Period                                       $ 26,481           (74,010)
Reclassification Adjustment for Gains Included in Net Income                                       2,936               339
---------------------------------------------------------------------------------------------------------------------------
Net Unrealized Gains (Losses) on Securities Available for Sale                                 $  23,545           (73,671)
---------------------------------------------------------------------------------------------------------------------------

Accumulated Nonowner Changes in Equity
---------------------------------------------------------------------------------------------------------------------------
Beginning Balance-Unrealized Holding Gains (Losses) on
    Securities Available for Sale                                                              $ 25,977           (224,516)
Current Period Change                                                                            23,545            (73,671)
---------------------------------------------------------------------------------------------------------------------------
Ending Balance-Unrealized Holding Gains (Losses) on Securities
    Available for Sale                                                                         $ 49,522           (298,187)
---------------------------------------------------------------------------------------------------------------------------

</TABLE>

10.      The reconciliation of earnings per share to earnings per diluted share
         follows:

<TABLE>
<CAPTION>

THREE MONTHS ENDED MARCH 31,                              2001                                       2000
---------------------------------------------------------------------------------------------------------------------------
                                             NET         AVERAGE      PER-SHARE       NET          AVERAGE      PER-SHARE
($000'S)                                   INCOME        SHARES        AMOUNT        INCOME         SHARES       AMOUNT
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>        <C>              <C>           <C>
EPS

Income Available to
    Common Shareholders                     $ 244,304      467,532        $ 0.52     $ 206,369        463,780       $ 0.45
EFFECT OF DILUTIVE SECURITIES
Stock Options                                               10,075                                      6,427
Interest on 6% Convertible
   Subordinated Debentures due 2028,
    Net of Applicable Income Taxes              1,640        4,416                       1,640          4,416
---------------------------------------------------------------------------------------------------------------------------
EARNINGS PER DILUTED SHARE
Income Available to
    Common Shareholders
    Plus Assumed Conversions                $ 245,944      482,023        $ 0.51     $ 208,009        474,623       $ 0.44
---------------------------------------------------------------------------------------------------------------------------

</TABLE>





                                       10


<PAGE>   11



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following is management's discussion and analysis of certain significant
factors which have affected the Registrant's financial condition and results of
operations during the periods included in the Consolidated Financial Statements
which are a part of this filing.

This report includes forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, that involve inherent risks and
uncertainties. A number of important factors could cause actual results to
differ materially from those in the forward-looking statements. Those factors
include the economic environment, competition, products and pricing in
geographic and business areas in which the Registrant operates, prevailing
interest rates, changes in government regulations and policies affecting
financial services companies, credit quality and credit risk management, changes
in the banking industry including the effects of consolidation resulting from
possible mergers of financial institutions, acquisitions and integration of
acquired businesses. The Registrant undertakes no obligation to release
revisions to these forward-looking statements or reflect events or circumstances
after the date of this report.

RESULTS OF OPERATIONS

The Registrant's net income was $244.3 million for the first three months of
2001, an 18 percent increase over last year's $206.4 million. Earnings per
diluted share were $.51 for the first quarter of 2001, up 16 percent from $.44
for the same period last year.

Net interest income on a fully taxable equivalent basis for the first quarter of
2001 was $412.7 million, a 7 percent increase over $385.5 million for the same
period last year, resulting principally from a 4 percent growth in average
interest-earning assets and a 15 basis points ("bp") increase in net interest
margin, from 3.82 percent during the first quarter of 2000 to 3.97 percent in
the first quarter 2001. The positive effect of a 24bp improvement in the yield
on average interest-earning assets was offset by a 25bp increase in funding
costs due to the repricing of borrowed funds and higher year-over-year deposit
rates on existing accounts.

The provision for credit losses was $30.3 million in the 2001 first quarter
compared to $21.4 million in the same period last year and $23.1 million last
quarter. Net charge-offs for the quarter were $30.9 million compared to $14.9
million in the 2000 first quarter and $27.1 million last quarter. Net
charge-offs as a percent of average loans and leases outstanding increased 23bp
to .47 percent from .24 percent in the same period last year. Nonperforming
assets as a percentage of total loans, leases and other real estate owned was
 .39 percent at March 31, 2001 compared to .32 percent at March 31, 2000 and .39
percent last quarter. Underperforming assets were $190.4 million at March 31,
2001, or .71 percent of total loans, leases and other real estate owned, up 8bp
compared to the $160.8 million, or .63 percent, at March 31, 2000 and the $187.1
million or .72 percent last quarter.




                                       11



<PAGE>   12



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

The Registrant maintains a reserve to absorb probable loan and lease losses
inherent in the portfolio. The reserve for credit losses is maintained at a
level the Registrant 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 the Registrant'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. 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.



                                       12


<PAGE>   13



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Total other operating income, excluding securities gains, increased 20 percent
to $288.3 million in the first quarter of 2001, compared to $239.6 million in
the first quarter 2000, with data processing income increasing 31 percent, to
$66.7 million. Increases in electronic funds transfers ("EFT") and higher
transaction volume from increased debit and ATM card usage, coupled with
expansion of business-to-business e-commerce, contributed to the increase in
data processing income.

Investment advisory income increased 10 percent to $55.7 million in the first
quarter of 2001 compared to $50.8 million in the same period last year. Personal
trust revenue increased 8 percent over first quarter last year and brokerage
fees increased 21 percent on the strength of a more productive sales force and
increased market activity. Revenue from foundation and endowment services and
custody services remains strong with double-digit growth rates across the board.
Service charges on deposits increased 18 percent over the same period last year
primarily due to the success of new account campaigns, while other service
charges and fees grew 21 percent over the same period last year, reflecting an
increase in mortgage loan servicing fees, a 36 percent increase in commercial
banking fees and advances in credit card fees and loan and lease fees.

The efficiency ratio (operating expenses divided by the sum of taxable
equivalent net interest income and other operating income) was 41.9 percent for
the first quarter of 2001, down from 43.8 percent in the same period last year.
The improvement in the 2001 efficiency ratio was primarily due to increased
revenues during the first quarter. Total operating expenses increased to $293.7
million in the 2001 first quarter, or 7 percent over the same period last year.
Salaries, incentives and benefits increased 3 percent in the first quarter of
2001 to $139.1 million. Net occupancy expense increased to $21.2 million during
the first quarter primarily due to rent expense incurred, while total other
operating expenses increased 13 percent, to $120.4 million for the quarter.

FINANCIAL CONDITION

The Registrant's balance sheet remains strong with high-quality assets and solid
capital levels. Total assets were $47 billion at March 31, 2001 compared to
$45.9 billion at December 31, 2000 and $44.4 billion at March 31, 2000, an
increase of 3 percent and 6 percent, respectively. Return on average equity was
19.6 percent and return on average assets was 2.18 percent for the first quarter
of 2001 compared to 19.4 percent and 1.90 percent, respectively, for the same
quarter of last year.

Net interest income growth continues to be fueled by interest-earning asset mix
and growth and an increase in net interest margin. Average interest-earning
assets increased to $42.1 billion for the first quarter of 2001, an increase of
$1.5 billion, or 4 percent, over the same period last year and $715 million, or
2 percent, over 2000 year-end. Average interest-earning assets increased
primarily due to growth in securities available for sale, coupled with growth in
commercial loans and leases and consumer loans and leases.




                                       13



<PAGE>   14



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

Transaction account deposits grew 16 percent, or $2.2 billion, over the same
period last year and $778 million, or 5 percent, over 2000 year-end. Deposits
growth during the period is primarily attributable to the success of campaigns
emphasizing customer deposit accounts.

LIQUIDITY AND CAPITAL RESOURCES

The maintenance of an adequate level of liquidity is necessary to ensure
sufficient funds are available to meet customer loan demand and deposit
withdrawals. The banking subsidiaries' liquidity sources consist of short-term
marketable securities, maturing loans and federal funds loaned and selected
securitizable loan assets. Liquidity has also been obtained through liabilities
such as customer-related core deposits, funds borrowed, certificates of deposit
and public funds deposits.

At March 31, 2001, shareholders' equity was $5.2 billion compared to $4.2
billion at March 31, 2000, an increase of $1 billion, or 25 percent.
Shareholders' equity as a percentage of total assets as of March 31, 2001 was
11.1 percent. The Federal Reserve Board has adopted risk-based capital
guidelines which assign risk weightings to assets and off-balance sheet items
and also define and set minimum capital requirements (risk-based capital
ratios). The guidelines also define "well-capitalized" ratios of Tier 1, total
capital and leverage as 6 percent, 10 percent and 5 percent, respectively. The
Registrant exceeded these "well-capitalized" ratios at March 31, 2001 and 2000.
At March 31, 2001, the Registrant had a Tier 1 risk-based capital ratio of 13.03
percent, a total risk-based capital ratio of 14.76 percent and a leverage ratio
of 10.65 percent. At March 31, 2000, the Registrant had a Tier 1 risk-based
capital ratio of 11.62 percent, a total risk-based capital ratio of 13.38
percent and a leverage ratio of 9.52 percent.










                                       14



<PAGE>   15


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk management focuses on maintaining consistent growth in net
interest income within Board-approved policy limits. The Registrant uses an
earnings simulation model to analyze net interest income sensitivity to
movements in interest rates. Given an immediate, sustained 200 basis point
upward shock to the yield curve used in the simulation model, it is estimated
net interest income for the Registrant would increase by 1.00 percent over one
year and increase by 1.62 percent over two years. A 200 basis point immediate,
sustained downward shock in the yield curve would decrease net interest income
by an estimated 2.46 percent over one year and decrease net interest income by
an estimated 6.16 percent over two years.

















































                                       15




<PAGE>   16




                           PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         2(c)   On January 2, 2001, the Registrant issued 470,162 shares of
                Fifth Third common stock to the shareholders of Maxus in
                connection with the acquisition of Maxus. These securities
                were issued pursuant to the exemptions contained in section
                4(2) of the Securities Act of 1933, as amended and Rule 506 of
                Regulation D promulgated thereunder.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 20, 2001, the Registrant held a Special Meeting of Shareholders and its
Annual Meeting of Shareholders for which the Board of Directors solicited
proxies. At the Special Meeting and Annual Meeting, the shareholders adopted and
approved all of the proposals stated in the Proxy Statements dated January 25,
2001 and February 9, 2001, respectively, which are incorporated herein by
reference.

The proposal voted on and approved by shareholders at the Special Meeting was as
follows:

         1.     Adoption of an amended and restated agreement and plan of merger
                dated January 16, 2001 by and among Old Kent Financial
                Corporation, the Registrant and Fifth Third Financial
                Corporation and approval of the issuance of shares of
                Fifth Third common stock to the shareholders of Old Kent in the
                merger of Old Kent with and into Fifth Third Financial pursuant
                to the amended and restated plan and agreement of merger by vote
                of 370,506,682 for, 2,177,329 against and 2,869,036 withheld.

The proposals voted on and approved by shareholders at the Annual Meeting were
as follows:

         1.     Election of six (6) Class III Directors (Darryl F. Allen, Gerald
                V. Dirvin, Joseph H. Head, Jr., Allen M. Hill, Dr. Mitchel D.
                Livingston, and James E. Rogers) to serve until the Annual
                Meeting in 2004.

         2.     Approval of the proposal to amend Article Fourth of the Amended
                Articles of Incorporation, as amended, to increase the
                authorized number of shares of Common Stock of the Registrant,
                without par value, to 1,300,000,000 shares by vote of
                380,048,183 for, 9,143,225 against and 2,236,019 withheld.

         3.     Approval of the proposal to amend Article II Section 11 of the
                Code of Regulations, as amended, to allow Shareholders to grant
                proxies by electronic and telephonic means by vote of
                385,837,413 for, 3,399,309 against and 2,190,705 withheld.

         4.     Approval of the proposal to amend the Fifth Third Bancorp 1998
                Long-Term Incentive Stock Plan to increase the number of shares
                of the Registrant's Common Stock eligible for issuance under the
                Long-Term Plan to 37,733,020 shares by vote of 357,388,944 for,
                30,675,900 against and 3,362,583 withheld.




                                       16



<PAGE>   17





ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)
------------------------------------------------------------------------

         5.     Approval of the proposal to approve the Fifth Third Bancorp
                Stock Option Gain Deferral Plan, including the issuance of up to
                1,000,000 shares of the Registrant's Common Stock thereunder by
                vote of 370,271,402 for, 16,981,847 against and 4,174,178
                withheld.

         6.     Approval of the proposal to approve The Fifth Third Bancorp
                Nonqualified Deferred Compensation Plan, including the issuance
                of up to 1,000,000 shares of the Registrant's Common Stock
                thereunder by vote of 372,862,903 for, 14,565,664 against and
                3,998,860 withheld.

         7.     Approval of the proposal to appoint the firm of Deloitte &
                Touche LLP to serve as independent auditors for the Registrant
                for the year 2001 by vote of 386,340,857 for, 3,075,273 against
                and 2,011,297 withheld.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      List of Exhibits

                 (3)(i)    Amended Articles of Incorporation, as amended.

                 (3)(ii)   Code of Regulations, as amended.


(b)      Reports on Form 8-K

                  The Registrant filed a report on Form 8-K/A dated January 30,
                  2001 related to 1) the Amended and Restated Agreement and Plan
                  of Merger with and between Old Kent Financial Corporation and
                  the Registrant; and 2) unaudited pro forma condensed combined
                  financial information of Fifth Third giving effect to Fifth
                  Third's then-pending acquisitions of both Old Kent Financial
                  Corporation and Capital Holdings, Inc.

                  The Registrant filed a report on Form 8-K dated March 6, 2001
                  related to financial information prepared to further assist
                  investors, financial analysts and other interested parties in
                  determining the effect the then-pending transaction with Old
                  Kent Financial Corporation will have on Fifth Third's future
                  results, Fifth Third prepared unaudited condensed pro forma
                  financial statement information and supplemental financial
                  data for the year ended December 31, 2000 and for the three
                  months ended December 31, September 30, June 30 and March 31,
                  2000.





                                       17



<PAGE>   18




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K (CONTINUED)

                  The Registrant filed a report on Form 8-K dated March 9, 2001
                  related to Fifth Third Bancorp and the U. S. Justice
                  Department agreement that, as a condition to approving the
                  merger of Old Kent Financial Corporation with Fifth Third
                  Financial Corporation, six banking locations in areas where
                  the two banks overlap will be sold.

                  The Registrant filed a report on Form 8-K dated March 14, 2001
                  related to 1) the March 12, 2001 approval by the Federal
                  Reserve Board of the then-pending merger of Fifth Third
                  Bancorp and Old Kent Financial Corporation; and (2) the
                  approval at a special meeting of Old Kent shareholders, held
                  March 13, 2001, of the then-pending merger of Fifth Third
                  Bancorp and Old Kent Financial Corporation.

                  The Registrant filed a report on Form 8-K dated March 20, 2001
                  related to 1) financial statements and exhibits that included
                  the Registrant's discussion of financial trends; and 2)
                  Regulation FD Disclosure to assist investors, financial
                  analysts and other interested parties in their analysis of
                  Fifth Third Bancorp.

                                   SIGNATURES

Pursuant to the requirements 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

 Date:  May 15, 2001                     /s/ Neal E. Arnold
                                         -------------------
                                         Neal E. Arnold
                                         Executive Vice President and
                                         Chief Financial Officer







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