8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/ A

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 19, 2011

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO

(State or Other Jurisdiction of Incorporation)

001-33653	31-0854434
(Commission File Number)	(IRS Employer Identification No.)
Fifth Third Center 38 Fountain Square Plaza, Cincinnati, Ohio	45263
(Address of Principal Executive Offices)	(Zip Code)

(800) 972-3030

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

This amendment to the Current Report on Form 8-K of Fifth Third Bancorp filed with the SEC on January 19, 2011 at 4:44 PM in connection with its earnings release and conference call for the fourth quarter of 2011 is being filed solely for the purpose of modifying information contained on slide 50 titled “Regulation G Non-GAAP reconciliation” in Exhibit 99.2.

In the slide as corrected, the Common shares outstanding (in millions) in the column titled “Pro forma Common Share Issuance, TARP December 2010” is now 910 instead of 796 as previously reported and the Common shares outstanding (in millions) in the column titled “Pro forma Common Share Issuance December 2010” is now 910 instead of 796 as previously reported. In the slide as corrected, the Tangible book value per share in the column titled “Pro forma Common Share Issuance, TARP December 2010” is now 10.34 instead of 11.83 as previously reported and the Tangible book value per share in the column titled “Pro forma Common Share Issuance December 2010” is now 10.51 instead of 12.02 as previously reported.

The slide as corrected is furnished as Exhibit 99.1 hereto.

The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Slide 50 titled “Regulation G Non-GAAP reconciliation” originally from Exhibit 99.2 to the Current Report on Form 8-K of Fifth Third Bancorp filed with the SEC on January 19, 2011 at 4:44 PM, as corrected (solely “furnished” and not “filed” for the purposes of the Securities Exchange Act of 1934, as amended)

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 hereunto duly authorized.

	FIFTH THIRD BANCORP (Registrant)
January 20, 2011	/s/ DANIEL T. POSTON
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

50

©

Fifth Third Bank | All Rights Reserved

Regulation G Non-GAAP reconciliation

Exhibit 99.1

Fifth Third Bancorp and Subsidiaries

Regulation G Non-GAAP Reconcilation

$ and shares in millions

Pro forma

Pro forma

(unaudited)

Common Share Issuance, TARP

Common Share Issuance

December

December

December

September

June

March

December

2010

2010

2010

2010

2010

2010

2009

Total Bancorp shareholders' equity (U.S. GAAP)

12,292

15,700

14,051

13,884

13,701

13,408

13,497

Less: 

Preferred stock

(398)

(3,654)

(3,654)

(3,642)

(3,631)

(3,620)

(3,609)

Goodwill

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

Intangible assets

(62)

(62)

(62)

(72)

(83)

(94)

(106)

Tangible common equity, including unrealized gains / losses (a)

9,415

9,567

7,918

7,753

7,570

7,277

7,365

Less: Accumulated other comprehensive income / loss

(314)

(314)

(314)

(432)

(440)

(288)

(241)

Tangible common equity, excluding unrealized gains / losses (b)

9,101

9,253

7,604

7,321

7,130

6,989

7,124

Add back: Preferred stock

398

3,654

3,654

3,642

3,631

3,620

3,609

Tangible equity (c)

9,499

12,907

11,258

10,963

10,761

10,609

10,733

Total assets (U.S. GAAP)

111,007

111,007

111,007

112,322

112,025

112,651

113,380

Less: 

Goodwill

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

(2,417)

Intangible assets

(62)

(62)

(62)

(72)

(83)

(94)

(106)

Tangible assets, including unrealized gains / losses (d)

108,528

108,528

108,528

109,833

109,525

110,140

110,857

Less: Accumulated other comprehensive income / loss, before tax

(483)

(483)

(483)

(665)

(677)

(443)

(370)

Tangible assets, excluding unrealized gains / losses (e)

108,045

108,045

108,045

109,168

108,848

109,697

110,487

Total Bancorp shareholders' equity (U.S. GAAP)

12,292

15,700

14,051

13,884

13,701

13,408

13,497

Goodwill and certain other intangibles

(2,546)

(2,546)

(2,546)

(2,525)

(2,537)

(2,556)

(2,565)

Unrealized gains

(314)

(314)

(314)

(432)

(440)

(288)

(241)

Qualifying trust preferred securities

2,763

2,763

2,763

2,763

2,763

2,763

2,763

Other

11

11

11

8

(25)

(30)

(26)

Tier I capital

12,206

15,614

13,965

13,698

13,462

13,297

13,428

Less:

Preferred stock

(398)

(3,654)

(3,654)

(3,642)

(3,631)

(3,620)

(3,609)

Qualifying trust preferred securities

(2,763)

(2,763)

(2,763)

(2,763)

(2,763)

(2,763)

(2,763)

Qualifying noncontrolling

interest in consolidated subsidiaries

(30)

(30)

(30)

(30)

-

-

-

Tier I common equity (f)

9,015

9,167

7,518

7,263

7,068

6,914

7,056

Common shares outstanding (g)

910

910

796

796

796

795

795

Risk-weighted assets, determined in accordance with

prescribed regulatory requirements (h)

100,193

100,193

100,193

98,904

98,604

99,281

100,933

Ratios:

Tangible equity (c) / (e)

8.79%

11.95%

10.42%

10.04%

9.89%

9.67%

9.71%

Tangible

common

equity

(excluding

unrealized

gains/losses)

(b)

/

(e)

8.42%

8.56%

7.04%

6.70%

6.55%

6.37%

6.45%

Tangible

common

equity

(including

unrealized

gains/losses)

(a)

/

(d)

8.68%

8.82%

7.30%

7.06%

6.91%

6.61%

6.64%

Tangible common equity as a percent of risk-weighted assets

(excluding unrealized gains/losses) (b) / (h)

9.08%

9.24%

7.59%

7.40%

7.23%

7.04%

7.06%

Tangible book value per share (a) / (g)

10.34

10.51

9.94

9.74

9.51

9.16

9.26

Tier I common equity (f) / (h)

9.00%

9.14%

7.50%

7.34%

7.17%

6.96%

6.99%

For the Three Months Ended