8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 1, 2011

(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 8.01 Other Events

Fifth Third Bancorp (the “Company”) has submitted a redemption notice to the trustee to redeem the trust preferred securities related to the trust listed below, which will result in the redemption of the securities identified below on the date specified for each security. The R&G Capital Trust I securities have been callable at any time on or after April 22, 2007. As previously announced by the Company on March 18, 2011, the Federal Reserve Board did not object to the potential redemption of certain such securities as proposed potential capital actions in the Company’s capital plan submitted under the Federal Reserve’s Comprehensive Capital Analysis and Review. The redemptions will be funded with excess cash currently available to the Company.

Trust	Security		Principal Amount		Redemption date
R&G Capital Trust I		Floating Rate Securities	$	25,000,000		10/24/2011

On September 1, 2011, the Company issued a press release announcing actions with regard to certain trust preferred securities.

A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press Release dated September 1, 2011.

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)
September 1, 2011	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

News Release

CONTACTS:	Jim Eglseder (Investors)	FOR IMMEDIATE RELEASE
	(513) 534-8424	September 1, 2011
	Rich Rosen, CFA (Investors)
	(513) 534-3307
	Debra DeCourcy, APR (Media)
	(513) 534-4153

FIFTH THIRD SUBMITS NOTICE TO REDEEM CERTAIN TRUST PREFERRED SECURITIES

On September 1, 2011, Fifth Third Bancorp (the “Company”) submitted a redemption notice to the trustee for the trust listed below, which will result in the redemption of the trust preferred securities on the date specified pursuant to the call provisions in the indenture. The R&G Capital Trust I securities have been callable at any time on or after April 22, 2007. As previously announced by the Company on March 18, 2011, the Federal Reserve Board did not object to the potential redemption of certain such securities as proposed potential capital actions in the Company’s capital plan submitted under the Federal Reserve’s Comprehensive Capital Analysis and Review. These redemptions will be funded with excess cash currently available to the Company.

Trust	Security		Principal Amount		Redemption date
R&G Capital Trust I		Floating Rate Securities	$	25,000,000		10/24/2011

General Information

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $111 billion in assets and operates 15 affiliates with 1,314 full-service Banking Centers, including 103 Bank Mart® locations open seven days a week inside select grocery stores and 2,440 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia, Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses: Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third also has a 49% interest in Vantiv, LLC, formerly Fifth Third Processing Solutions, LLC. Fifth Third is among the largest money managers in the Midwest and, as of June 30, 2011, had $276 billion in assets under care, of which it managed $25 billion for individuals, corporations and not-for-profit organizations. Investor information and press releases can be viewed at www.53.com. Fifth Third’s common stock is traded on the NASDAQ^® Global Select Market under the symbol “FITB.”

Forward-Looking Statements

This news release contains statements that we believe are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. They usually can be identified by the use of forward-looking language such as “will likely result,” “may,” “are expected to,” “is anticipated,” “estimate,” “forecast,” “projected,” “intends to,” or may include other similar words or phrases such as “believes,” “plans,” “trend,” “objective,” “continue,” “remain,” or similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” or similar verbs. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, including but not limited to the risk factors set forth in our most recent Annual Report on Form 10-K. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to us.

You should refer to our periodic and current reports filed with the Securities and Exchange Commission, or “SEC,” for further information on other factors, which could cause actual results to be significantly different from those expressed or implied by these forward-looking statements.