The Bancorp's qualified defined benefit plan's benefits were frozen in 1998, except for grandfathered employees. The Bancorp's other retirement plans consist of nonqualified, supplemental retirement plans, which are funded on an as needed basis. A majority of these plans were obtained in acquisitions from prior years. The Bancorp recognizes the overfunded and underfunded status of its pension plans as an asset and liability in the Consolidated Balance Sheets.


The overfunded and underfunded amounts recognized in other assets and other liabilities, respectively, on the Consolidated Balance Sheets were as follows as of December 31:

($ in millions)		2013	2012
Prepaid benefit cost	$	6	0
Accrued benefit liability		(27)	(71)
Net underfunded status	$	(21)	(71)

The following tables summarize the defined benefit retirement plans as of and for the years ended December 31:

Plans with an Overfunded Status^(a)
($ in millions)		2013	2012
Fair value of plan assets at January 1	$	185	-
Actual return on assets		30	-
Contributions		5	-
Settlement		(13)	-
Benefits paid		(7)	-
Fair value of plan assets at December 31	$	200	-
Projected benefit obligation at January 1	$	224	-
Service cost		-	-
Interest cost		10	-
Settlement		(13)	-
Actuarial gain		(20)	-
Benefits paid		(7)	-
Projected benefit obligation at December 31	$	194	-
Overfunded projected benefit obligation at December 31	$	6	-

Plans with an Underfunded Status
($ in millions)		2013	2012
Fair value of plan assets at January 1	$	-	181
Actual return on assets		-	21
Contributions		4	4
Settlement		-	(10)
Benefits paid		(4)	(11)
Fair value of plan assets at December 31	$	-	185
Projected benefit obligation at January 1	$	32	253
Service cost		-	-
Interest cost		1	10
Settlement		-	(10)
Actuarial (gain)/loss		(2)	14
Benefits paid		(4)	(11)
Projected benefit obligation at December 31	$	27	256
Unfunded projected benefit obligation at December 31	$	(27)	(71)

The estimated net actuarial loss for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2014 is $7 million. The estimated net prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2014 is immaterial to the Consolidated Financial Statements.

The following table summarizes net periodic benefit cost and other changes in plan assets and benefit obligations recognized in other comprehensive income for the years ended December 31:

($ in millions)			2013	2012	2011
Components of net periodic benefit cost:
	Service cost	$	-	-	-
	Interest cost		10	10	11
	Expected return on assets		(13)	(13)	(15)
	Amortization of net actuarial loss		11	14	11
	Amortization of net prior service cost		-	-	1
	Settlement		5	6	6
Net periodic benefit cost		$	13	17	14
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
	Net actuarial (gain)/loss	$	(38)	7	50
	Net prior service cost		-	-	-
	Amortization of net actuarial loss		(11)	(14)	(11)
	Amortization of prior service cost		-	-	(1)
	Settlement		(5)	(6)	(6)
Total recognized in other comprehensive income			(54)	(13)	32
Total recognized in net periodic benefit cost and
	other comprehensive income	$	(41)	4	46

The following table summarizes plan assets measured at fair value on a recurring basis as of December 31:

		Fair Value Measurements Using^(a)
2013 ($ in millions)			Level 1	Level 2	Level 3		Total Fair Value
Equity securities:
	Equity securities (Value)	$	8	-	-	$	8
	Equity securities (Blended)^(b)		40	-	-		40
Total equity securities			48	-	-		48

Mutual and exchange traded funds:
	Money market funds		7	-	-		7
	International funds		-	43	-		43
	Domestic funds		-	41	-		41
	Debt funds		-	20	-		20
	Alternative strategies		-	17	-		17
	Commodity funds		6	-	-		6
Total mutual and exchange traded funds			13	121	-		134

Debt securities:
	U.S. Treasury obligations		3	-	-		3
	Agency mortgage backed		-	13	-		13
	Non-agency mortgage backed		-	2	-		2
	Corporate bonds^(c)		-	-	-		-
Total debt securities			3	15	-		18
Total plan assets		$	64	136	-	$	200

		Fair Value Measurements Using^(a)
2012 ($ in millions)			Level 1	Level 2	Level 3		Total Fair Value
Equity Securities:
	Equity securities (Growth)^(b)	$	50	-	-	$	50
	Equity securities (Value)		52	-	-		52
	Equity securities (Blended)		4	-	-		4
Total equity securities			106	-	-		106

Mutual and exchange traded funds:
	Money market funds		4	-	-		4
	International funds		29	-	-		29
	Commodity funds		9	-	-		9
Total mutual and exchange traded funds			42	-	-		42

Debt securities:
	U.S. Treasury obligations		13	-	-		13
	Agency mortgage backed		-	21	-		21
	Non-agency mortgage backed		-	2	-		2
	Corporate bonds^(c)		-	1	-		1
Total debt securities			13	24	-		37
Total plan assets		$	161	24	-	$	185

The following is a description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.

The plan measures common stock using quoted prices which are available in an active market and classifies these investments within Level 1 of the valuation hierarchy.

All of the plan's mutual and exchange traded funds are publicly traded. The plan measures the value of these investments using the fund's quoted prices that are available in an active market and classifies these investments within Level 1 of the valuation hierarchy. Where quotes prices are not available, the plan measures the fair value of these investments based on the redemption price of units held, which is based on the current fair value of the fund's underlying assets. Unit values are determined by dividing the fund's net assets at fair value by its units outstanding at the valuation dates to obtain the investment's net asset value. Therefore, these investments are classified within Level 2 of the valuation hierarchy.

For certain U.S. Treasury obligations and federal agency securities, the plan measures the fair value based on quoted prices, which are available in an active market and classifies these investments within Level 1 of the valuation hierarchy. Where quoted prices are not available, the plan measures the fair value of these investments based on matrix pricing models that include the bid price, which factors in the yield curve and other characteristics of the security including the interest rate, prepayment speeds and length of maturity. Therefore, these investments are classified within Level 2 of the valuation hierarchy.

The plan assumptions are evaluated annually and are updated as necessary. The discount rate assumption reflects the yield on a portfolio of high quality fixed-income instruments that have a similar duration to the plan's liabilities. The expected long-term rate of return assumption reflects the average return expected on the assets invested to provide for the plan's liabilities. In determining the expected long-term rate of return, the Bancorp evaluated actuarial and economic inputs, including long-term inflation rate assumptions and broad equity and bond indices long-term return projections, as well as actual long-term historical plan performance.


The following table summarizes the plan assumptions for the years ended December 31:

Weighted-Average Assumptions		2013		2012	2011
For measuring benefit obligations at year end:
	Discount rate	4.72	%	3.83	4.27
	Rate of compensation increase	4.00		4.00	5.00
	Expected return on plan assets	7.50		8.00	8.25
For measuring net periodic benefit cost:
	Discount rate	3.83		4.27	5.39
	Rate of compensation increase	4.00		5.00	5.00
	Expected return on plan assets	7.50		8.00	8.25

Lowering both the expected rate of return on the plan assets and the discount rate by 0.25% would have increased the 2013 pension expense by approximately $1 million. Lowering the rate of compensation increase by 0.25% would have an immaterial impact on the Bancorp's Consolidated Financial Statements.

Based on the actuarial assumptions, the Bancorp expects to contribute $4 million to the plan in 2014. Estimated pension benefit payments, which reflect expected future service, are $18 million in 2014, $18 million in 2015, $16 million in 2016, $15 million in 2017 and $14 million in 2018. The total estimated payments for the years 2019 through 2023 is $63 million.

The Bancorp's policy for the investment of plan assets is to employ investment strategies that achieve a range of weighted-average target asset allocations relating to equity securities (including the Bancorp's common stock), fixed income securities (including federal agency obligations, corporate bonds and notes), alternative strategies (including traditional mutual funds, precious metals and commodities) and cash.

The following table provides the Bancorp’s targeted and actual weighted-average asset allocations by asset category for the years ended December 31:

Weighted-average asset allocation	Targeted range		2013		2012
Equity securities			65	%	76
Bancorp common stock			2		1
Total equity securities^(a)	39-78	%	67		77
Total fixed income securities	11-41		22		20
Alternative strategies	0-18		7		-
Cash^(b)	0-10		4		3
Total			100	%	100

The risk tolerance for the plan is determined by management to be “moderate to aggressive”, recognizing that higher returns involve some volatility and that periodic declines in the portfolio's value are tolerated in an effort to achieve real capital growth. There were no significant concentrations of risk associated with the investments of the Bancorp's benefit and retirement plan at December 31, 2013 and 2012.

Permitted asset classes of the plan include cash and cash equivalents, fixed income (domestic and non-U.S. bonds), equities (U.S., non-U.S., emerging markets and REITS), equipment leasing, precious metals, commodity transactions and mortgages. The plan utilizes derivative instruments including puts, calls, straddles or other option strategies, as approved by management. Per ERISA, the Bancorp's common stock cannot exceed ten percent of the fair value of plan assets.

Fifth Third Bank, as Trustee, is expected to manage the plan assets in a manner consistent with the plan agreement and other regulatory, federal and state laws. The Fifth Third Bank Pension, Profit Sharing and Medical Plan Committee (the “Committee”) is the plan administrator. The Trustee is required to provide to the Committee monthly and quarterly reports covering a list of plan assets, portfolio performance, transactions and asset allocation. The Trustee is also required to keep the Committee apprised of any material changes in the Trustee's outlook and recommended investment policy.

The accumulated benefit obligation for all defined benefit plans was $221 million and $256 million at December 31, 2013 and 2012, respectively.

As of December 31, 2013 and 2012, $200 million and $123 million, respectively, of plan assets were managed by Fifth Third Bank, a subsidiary of the Bancorp. Plan assets included $4 million and $3 million of Bancorp common stock as of December 31, 2013 and 2012, respectively. Plan assets are not expected to be returned to the Bancorp during 2014.

The Bancorp's profit sharing plan expense was $32 million, $46 million and $35 million for the years ended December 31, 2013, 2012, and 2011, respectively. Expenses recognized for matching contributions to the Bancorp's defined contribution savings plans were $43 million, $42 million and $40 million for the years ended December 31, 2013, 2012, and 2011, respectively.