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 non-qualified, defined benefit plans, which are frozen and funded on an as needed basis. A majority of these plans were obtained in acquisitions from prior years and are included with the qualified defined benefit plan in the following tables (“the Plan”). The Bancorp recognizes the overfunded and underfunded status of the Plan as an asset and liability, respectively, in the Consolidated Balance Sheets. The Plan had an underfunded projected benefit obligation at both December 31, 2015 and 2014. The underfunded amounts recognized in other liabilities in the Consolidated Balance Sheets were $54 million and $52 million at December 31, 2015 and 2014, respectively.


The following table summarizes the Plan as of and for the years ended December 31:

($ in millions)		2015	2014
Fair value of plan assets at January 1	$	195	200
Actual return on assets		(6)	12
Contributions		4	3
Settlement		(17)	(11)
Benefits paid		(10)	(9)
Fair value of plan assets at December 31	$	166	195
Projected benefit obligation at January 1	$	247	221
Interest cost		9	10
Settlement		(17)	(11)
Actuarial (gain) loss		(9)	36
Benefits paid		(10)	(9)
Projected benefit obligation at December 31	$	220	247
Underfunded projected benefit obligation at December 31	$	(54)	(52)
Accumulated benefit obligation at December 31^(a)	$	220	247

The estimated net actuarial loss for the Plan that will be amortized from AOCI into net periodic benefit cost during 2016 is $10 million. The estimated net prior service cost for the Plan that will be amortized from AOCI into net periodic benefit cost during 2016 is immaterial to the Consolidated Financial Statements.


The following table summarizes net periodic benefit cost and other changes in the Plan's assets and benefit obligations recognized in OCI for the years ended December 31:

($ in millions)			2015	2014	2013
Components of net periodic benefit cost:
	Interest cost	$	9	10	10
	Expected return on assets		(13)	(14)	(13)
	Amortization of net actuarial loss		10	7	11
	Settlement		7	5	5
Net periodic benefit cost		$	13	8	13
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
	Net actuarial loss (gain)	$	9	37	(38)
	Amortization of net actuarial loss		(10)	(7)	(11)
	Settlement		(7)	(5)	(5)
Total recognized in other comprehensive income			(8)	25	(54)
Total recognized in net periodic benefit cost and other comprehensive income		$	5	33	(41)

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

		Fair Value Measurements Using^(a)
2015 ($ in millions)			Level 1	Level 2	Level 3	Total Fair Value
Equity securities^(b)		$	52	-	-	52
Mutual and exchange-traded funds:
	Money market funds		15	-	-	15
	International funds		-	35	-	35
	Domestic funds		-	31	-	31
	Debt funds		-	3	-	3
	Alternative strategies		-	11	-	11
	Commodity funds		6	-	-	6
Total mutual and exchange-traded funds		$	21	80	-	101
Debt securities:
	U.S. Treasury and federal agencies securities		2	2	-	4
	Mortgage-backed securities:
	Agency residential mortgage-backed securities		-	3	-	3
	Agency commercial mortgage-backed securities		-	2	-	2
	Non-agency commercial mortgage-backed securities		-	1	-	1
	Asset-backed securities and other debt securities^(c)		-	3	-	3
Total debt securities		$	2	11	-	13
Total plan assets		$	75	91	-	166


		Fair Value Measurements Using^(a)
2014 ($ in millions)			Level 1	Level 2	Level 3	Total Fair Value
Equity securities^(b)		$	56	-	-	56
Mutual and exchange-traded funds:
	Money market funds		7	-	-	7
	International funds		-	38	-	38
	Domestic funds		-	31	-	31
	Debt funds		-	22	-	22
	Alternative strategies		-	22	-	22
Total mutual and exchange-traded funds		$	7	113	-	120
Debt securities:
	U.S. Treasury and federal agencies securities		3	-	-	3
	Mortgage-backed securities:
	Agency residential mortgage-backed securities		-	4	-	4
	Agency commercial mortgage-backed securities		-	7	-	7
	Non-agency commercial mortgage-backed securities		-	2	-	2
	Asset-backed securities and other debt securities^(c)		-	3	-	3
Total debt securities		$	3	16	-	19
Total plan assets		$	66	129	-	195

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. Level 1 securities include money market funds and commodity funds. Where quoted 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, investments such as international funds, domestic funds, debt funds and alternative strategies are classified within Level 2 of the valuation hierarchy.

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include U.S. Treasury securities. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics, or DCFs. Examples of such instruments, which are classified within Level 2 of the valuation hierarchy, include federal agency securities, agency residential mortgage-backed securities, agency commercial mortgage-backed securities, non-agency commercial mortgage-backed securities and asset-backed securities and other debt securities.

The Plan's 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. In 2015, the Bancorp updated the mortality assumption which resulted in a decrease of $3 million to the projected benefit obligation.


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

		2015		2014	2013
For measuring benefit obligations at year end:
	Discount rate	4.16	%	3.82	4.72
	Rate of compensation increase	N/A^(a)		N/A^(a)	4.00
	Expected return on plan assets	7.00		7.25	7.50
For measuring net periodic benefit cost:
	Discount rate	3.82		4.72	3.83
	Rate of compensation increase	N/A^(a)		N/A^(a)	4.00
	Expected return on plan assets	7.00		7.25	7.50

Lowering both the expected rate of return on the plan assets and the discount rate by 0.25% would have increased the 2015 pension expense by approximately $1 million.

Based on the actuarial assumptions, the Bancorp expects to contribute $3 million to the Plan in 2016. Estimated pension benefit payments, which reflect expected future service, are $19 million in 2016, $18 million in 2017, $17 million in 2018, $16 million in 2019 and $16 million in 2020. The total estimated payments for the years 2021 through 2025 is $79 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 U.S. Treasury and federal agencies securities, mortgage-backed securities and asset-backed securities), 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:

	Targeted Range^(b)		2015		2014
Equity securities			69	%	62
Bancorp common stock			2		2
Total equity securities^(a)	60-90	%	71		64
Fixed-income securities	5-25		16		20
Alternative strategies	3-11		7		12
Cash	0-13		6		4
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 Plan at December 31, 2015 and 2014.

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 10% of the fair value of plan assets.

Fifth Third Bank, as Trustee, is expected to manage 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. There were no fees paid by the Plan for investment management, accounting or administrative services provided by the Trustee.

As of December 31, 2015 and 2014, $166 million and $195 million, respectively, of plan assets were managed by Fifth Third Bank, a subsidiary of the Bancorp. Plan assets included $4 million of Bancorp common stock at both December 31, 2015 and 2014. Plan assets are not expected to be returned to the Bancorp during 2016.

The Bancorp has a qualified defined contribution savings plan that allows participants to make voluntary 401(k) contributions on a pre-tax or Roth basis, subject to statutory limitations. The Bancorp amended and restated the qualified defined contribution savings plan in its entirety, effective as of January 1, 2015. Beginning with the 2015 plan year, the Bancorp provides a higher company 401(k) match contribution. Expenses recognized for matching contributions to the Bancorp's qualified defined contribution savings plan were $71 million, $44 million and $43 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Bancorp did not make a profit sharing contribution during the year ended December 31, 2015. The Bancorp's profit sharing plan expense was $19 million and $32 million for the years ended December 31, 2014 and 2013, respectively. In addition, the Bancorp has a non-qualified defined contribution plan that allows certain employees to make voluntary contributions into a deferred compensation plan. Expenses recognized by the Bancorp for its non-qualified defined contribution plan were $3 million for the year ended December 31, 2015 and $2 million for both of the years ended December 31, 2014 and 2013.