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): November 27, 2013

(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. 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 IV may be called within ninety (90) days of a “Capital Treatment Event.” The Company has determined that a Capital Treatment Event occurred on the publication of a Final Rule regarding Regulatory Capital Rules jointly by the Federal Reserve System and the Office of the Comptroller of the Currency.

Trust	Security	Principal Amount		Redemption date
Fifth Third Capital	6.50% Trust	$	750,000,000		12/30/2013
Trust IV	Preferred Securities

On November 27, 2013, the Company issued a press release announcing this redemption. 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 November 27, 2013.

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)
November 27, 2013	/s/ TAYFUN TUZUN
	Tayfun Tuzun
	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	November 27, 2013
	Jim Eglseder (Investors)
	(513) 534-8424
	Larry Magnesen (Media)
	(513) 534-8055

Fifth Third Bancorp Announces Redemption of Fifth Third Capital Trust IV

Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) today announced that it has submitted redemption notices to the trustee for redemption on December 30, 2013, of all $750,000,000 of the outstanding trust preferred securities issued by Fifth Third Capital Trust IV (CUSIP 316781 AA1). The Fifth Third Capital Trust IV securities have a current distribution rate of 6.50 percent and a final repayment date of April 1, 2067.

Pursuant to the terms of the trust preferred securities, the securities of Fifth Third Capital Trust IV may be redeemed within ninety (90) days of a “Capital Treatment Event.” The Company has determined that a Capital Treatment Event occurred on the publication of a Final Rule regarding Regulatory Capital Rules jointly by the Federal Reserve System and the Office of the Comptroller of the Currency. The redemption price will be $1,000 per security, which reflects 100 percent of the liquidation amount, plus a total amount of accrued and unpaid distributions to the actual redemption date of $10,291,666.67 will be paid to the holders of the trust preferred securities. The redemptions will be funded with available cash.

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

Wilmington Trust Company

Attn: Corporate Capital Markets

1100 North Market Street

Rodney Square North

Wilmington, DE 19890-0001

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio. As of September 30, 2013, the Company had $126 billion in assets and operated 18 affiliates with 1,326 full-service Banking Centers, including 104 Bank Mart^® locations open seven days a week inside select grocery stores and 2,374 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 25% interest in Vantiv Holding, LLC. Fifth Third is among the largest money managers in the Midwest and, as of September 30, 2013, had $318 billion in assets under care, of which it managed $27 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.”