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): March 21, 2012

FIFTH THIRD BANCORP

(Exact Name of Registrant as Specified in Its Charter)

OHIO	001-33653	31-0854434
(State or Other Jurisdiction of Incorporation)	(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2012, in connection with the initial public offering of Vantiv, Inc. (“Vantiv”), indirect wholly owned subsidiaries of Fifth Third Bancorp (“Fifth Third”) received Class B Common Stock of Vantiv entitling them to elect two directors to the board of directors of Vantiv (the “Class B Directors”), and on that date, Greg D. Carmichael, Executive Vice President and Chief Operating Officer of Fifth Third, and Paul L. Reynolds, Executive Vice President, Secretary and Chief Risk Officer of Fifth Third, were elected to the board of directors of Vantiv as the Class B Directors.

After the initial public offering of Vantiv, each of Messrs. Carmichael and Reynolds will receive compensation from Vantiv for their service as directors, which will consist of the following:

• an annual cash retainer of $80,000;

• an annual equity grant of $120,000 of value-denominated, full-value restricted stock units, which will vest on the earlier of one year from the date of the grant or the next annual stockholder meeting and will be settled in shares of stock following the termination of the director’s service; and

On March 21, 2012, each of Messrs. Carmichael and Reynolds received a grant of 7,058 restricted stock units, which will vest on the earlier of one year from the date of the grant or the next annual stockholder meeting and will be settled in shares of Class A common stock following the termination of the director’s service.

None of the aforementioned compensation will be paid by Fifth Third. The terms of the compensation paid to Messrs. Carmichael and Reynolds by Vantiv are the same as the terms of the compensation paid to all other directors of Vantiv, other than its chairman and its chief executive officer.

Item 8.01 Other Events.

On March 22, 2012, Fifth Third issued a press release announcing certain information relating to Vantiv’s initial public offering.

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 March 22, 2012

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)
March 22, 2012	/s/ DANIEL T. POSTON
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

		News Release
CONTACT:	Jim Eglseder (Investors)	FOR IMMEDIATE RELEASE
	(513) 534-8424	March 22, 2012
	Laura Wehby (Investors)
	(513) 534-7407
	Stephanie Honan, APR (Media)
	(513) 534-4153

Fifth Third Bancorp Announces Estimated Impact to Fifth Third

of Vantiv Inc. Initial Public Offering and Actions

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) today announced the following estimated effects to Fifth Third related to the recent actions of Vantiv Inc. (“Vantiv”).

Vantiv recently priced an initial public offering of its Class A shares (“the offering”). As a result of this offering, we expect to recognize a pre-tax gain of approximately $95 million (approximately $60 million after-tax) during the first quarter of 2012. Following the offering, Fifth Third continues to hold approximately 86 million Class B units of Vantiv Holding, LLC which may be exchanged for Class A Common Stock of Vantiv, Inc. on a one-for-one basis, as well as a warrant that is exercisable and exchangeable into Vantiv Inc. Class A Common Stock. These securities are subject to certain terms and restrictions.

Additionally, the underwriters of the offering have been granted an option, solely to cover over-allotments and exercisable for 30 days from the date of pricing, to purchase up to an additional 15 percent of the number of shares of common stock offered in the offering (exclusive of such over-allotment option) at the IPO share price. Any such option would be fulfilled by shares of the pre-offering owners of Vantiv (and ratably between Fifth Third and Advent International). Should this option be fully exercised, it would result in an additional pre-tax gain of approximately $17 million (approximately $11 million after-tax) to Fifth Third in the quarter that the option is exercised.

If the underwriters’ option is fully exercised, we would have a remaining economic interest of approximately 39 percent of Vantiv’s future earnings; if not exercised, our remaining economic interest would be approximately 40 percent. Our interest is accounted for under the equity method.

As previously announced on March 13, 2012, our plan to repurchase shares in an amount up to any after-tax gains realized by Fifth Third from the sale of Vantiv common shares was not objected to by the Federal Reserve in its Comprehensive Capital Analysis and Review process.

As described in Vantiv’s S-1 and in connection with the IPO, Vantiv plans to refinance its existing bank debt facilities in which Fifth Third is a participating lender. According to the S-1, Vantiv expects to record termination and other charges related to this refinancing, which we would expect to reduce Fifth Third’s equity method earnings attributable to Vantiv by approximately $36 million pre-tax in the first quarter of 2012. The actual reduction in equity method earnings will depend on prevailing interest rates at the time of the refinancing. Fifth Third’s future equity method earnings would benefit from a reduction in Vantiv’s borrowing costs, which would be partially offset by a modest reduction in Fifth Third’s quarterly net interest income earned as a lender to Vantiv.

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. The Company has $117 billion in assets and operates 15 affiliates with 1,315 full-service Banking Centers, including 105 Bank Mart^® locations open seven days a week inside select grocery stores and 2,414 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. Following Vantiv Inc.’s initial public offering, Fifth Third will have an interest of approximately 40% in Vantiv Holding, LLC, formerly Fifth Third Processing Solutions, LLC. Fifth Third is among the largest money managers in the Midwest and, as of December 31, 2011, had $282 billion in assets under care, of which it managed $24 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 report contains statements about Fifth Third Bancorp (“Fifth Third”) that we believe are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, that involve inherent risks and uncertainties. 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 those described in this prospectus supplement or the documents incorporated by reference herein, including 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.

There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors that might cause such a difference include, but are not limited to: (1) general economic conditions and weakening in the economy, specifically the real estate market, either nationally or in the states in which Fifth Third, one or more acquired entities and/or the combined company do business, are less favorable than expected; (2) deteriorating credit quality; (3) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (4) changes in the interest rate environment reduce interest margins; (5) prepayment speeds, loan origination and sale volumes, charge-offs and loan loss provisions; (6) Fifth Third’s ability to maintain required capital levels and adequate sources of funding and liquidity; (7) maintaining capital requirements may limit Fifth Third’s operations and potential growth; (8) changes and trends in capital markets; (9) problems encountered by larger or similar financial institutions may adversely affect the banking industry and/or Fifth Third; (10) competitive pressures among depository institutions increase significantly; (11) effects of critical accounting policies and judgments; (12) changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board (“FASB”) or other regulatory agencies; (13) legislative or regulatory changes or actions, or significant litigation, adversely affect Fifth Third, one or more acquired entities and/or the combined company or the businesses in which Fifth Third, one or more acquired entities and/or the combined company are engaged, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”); (14) ability to maintain favorable ratings from rating agencies; (15) fluctuation of Fifth Third’s stock price; (16) ability to attract and retain key personnel; (17) ability to receive dividends from its subsidiaries; (18) potentially dilutive effect of future acquisitions on current shareholders’ ownership of Fifth Third; (19) effects of accounting or financial results of one or more acquired entities; (20) difficulties from the separation of Vantiv Holding, LLC, formerly Fifth Third Processing Solutions, LLC, from Fifth Third; (21) loss of income from any sale or potential sale of businesses that could have an adverse effect on Fifth Third’s earnings and future growth; (22) ability to secure confidential information through the use of computer systems and telecommunications networks; and (23) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity.

You should refer to our periodic and current reports filed with the 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. Copies of those filings are available at no cost on the SEC’s Web site at www.sec.gov or on our Web site at www.53.com. We undertake no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this report.

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