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): July 9, 2012

(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)

(Registrant’s Telephone Number, Including Area Code) (800) 972-3030

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. The redemptions will be funded with excess cash currently available to the Company.

Pursuant to the terms of the trust preferred securities, the securities of Fifth Third Capital Trust VI may be called within ninety (90) days of a “Capital Treatment Event.” The Company has determined that a Capital Treatment Event occurred upon the authorization for publication in the Federal Register of a Joint Notice of Proposed Rulemaking by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency addressing, among other matters, Section 171 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and providing detailed information regarding the cessation of Tier 1 capital treatment for outstanding trust preferred securities.

Trust	Security	Principal Amount	Redemption date
Fifth Third Capital Trust VI	7.25% Trust Preferred Securities	$862,500,000	8/8/2012

On July 9, 2012, the Company issued a press release announcing this. 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 July 9, 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)
July 9, 2012	/s/ Daniel T. Poston
	Daniel T. Poston
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

		News Release
CONTACT:	Laura Wehby (Investors)	FOR IMMEDIATE RELEASE
	(513) 534-7407	July 9, 2012
	Jim Eglseder (Investors)
	(513) 534-8424
	Debra DeCourcy, APR (Media)
	(513) 534-4153

Fifth Third Bancorp Announces Redemption of Fifth Third Capital Trust VI

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) today announced that it has submitted redemption notices to the trustee for redemption on August 8, 2012, of all $862,500,000 of the outstanding trust preferred securities issued by Fifth Third Capital Trust VI (NYSE: FTB B) (CUSIP 31678V206). The Fifth Third Capital Trust VI securities have a current distribution rate of 7.250 percent and a scheduled maturity date of November 15, 2067.

Pursuant to the terms of the trust preferred securities, the securities of Fifth Third Capital Trust VI may be redeemed within ninety (90) days of a “Capital Treatment Event.” The Company has determined that a Capital Treatment Event occurred upon the authorization for publication in the Federal Register of a Joint Notice of Proposed Rulemaking by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency addressing, among other matters, Section 171 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and providing detailed information regarding the cessation of Tier 1 capital treatment for outstanding trust preferred securities. The redemption price will be $25 per security, which reflects 100 percent of the liquidation amount, plus accrued and unpaid distributions to the actual redemption date of .422917 per security will be paid. The redemptions will be funded with available cash.

The redemption or paying agent for the Fifth Third Capital Trust VI securities is:

Wilmington Trust

1100 N. Market Street

Mail Drop 1615

Wilmington, DE 19890

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 1,320 full-service Banking Centers, including 105 Bank Mart^® locations open seven days a week inside select grocery stores and 2,405 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 39% interest in Vantiv Holding, LLC, formerly Fifth Third Processing Solutions, LLC. Fifth Third is among the largest money managers in the Midwest and, as of March 31, 2012, had $296 billion in assets under care, of which it managed $26 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^® National Global Select Market under the symbol “FITB.”

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