Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

Share-Based Compensation
3 Months Ended
Mar. 31, 2014
Share-Based Compensation [Abstract]  

12. SHARE-based Compensation


Huntington sponsors nonqualified and incentive share based compensation plans. These plans provide for the granting of stock options and other awards to officers, directors, and other employees. Compensation costs are included in personnel costs on the Unaudited Condensed Consolidated Statements of Income. Stock options are granted at the closing market price on the date of the grant. Options granted typically vest ratably over four years or when other conditions are met. Stock options, which represented a portion of our grant values, have no intrinsic value until the stock price increases. Options granted prior to May 2004 have a term of ten years. All options granted after May 2004 have a term of seven years.


In 2012, shareholders approved the Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan (the Plan) which authorized 51.0 million shares for future grants. The Plan is the only active plan under which Huntington is currently granting share based options and awards. At March 31, 2014, 23.7 million shares from the Plan were available for future grants. Huntington issues shares to fulfill stock option exercises and restricted stock unit and award vesting from available authorized common shares. At March 31, 2014, the Company believes there are adequate authorized common shares to satisfy anticipated stock option exercises and restricted stock unit and award vesting in 2014.


Huntington uses the Black-Scholes option pricing model to value options in determining our share-based compensation expense. Forfeitures are estimated at the date of grant based on historical rates, and updated as necessary, and reduce the compensation expense recognized. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. The expected dividend yield is based on the dividend rate and stock price at the date of the grant. Expected volatility is based on the estimated volatility of Huntington's stock over the expected term of the option.

There were no options granted for each of the three-month periods ended March 31, 2014 and 2013.

The following table illustrates total share-based compensation expense and related tax benefit for the three-month and periods ended March 31, 2014 and 2013:

      Three Months Ended  
      March 31,  
(dollar amounts in thousands)     2014       2013  
Share-based compensation expense   $ 9,418     $ 8,021  
Tax benefit     3,163       2,684  

Huntington's stock option activity and related information for the three-month period ended March 31, 2014, was as follows:

              Weighted-     Average      
              Average     Remaining     Aggregate
              Exercise     Contractual     Intrinsic
(amounts in thousands, except years and per share amounts)   Options     Price     Life (Years)     Value
Outstanding at January 1, 2014   23,300   $ 7.61            
  Granted   ---     ---            
  Assumed   214     ---            
  Exercised   (1,138)     5.87            
  Forfeited/expired   (761)     16.42            
Outstanding at March 31, 2014   21,615   $ 7.40     4.1   $ 74,034
Expected to vest at March 31, 2014 (1)   8,570   $ 6.58     5.1   $ 29,090
Exercisable at March 31, 2014   12,409   $ 8.00     3.3   $ 42,926
(1) The number of options expected to vest includes an estimate of 636 shares expected to be forfeited.

The aggregate intrinsic value represents the amount by which the fair value of underlying stock exceeds the “in-the-money” option exercise price. For the three-month periods ended March 31, 2014 and 2013, cash received for the exercises of stock options was $6.7 million and $2.5 million, respectively. The tax benefit realized from stock option exercises was $0.3 million and $0.2 million for each respective period.


Huntington also grants restricted stock, restricted stock units, performance share awards and other stock-based awards. Restricted stock units and awards are issued at no cost to the recipient, and can be settled only in shares at the end of the vesting period. Restricted stock awards provide the holder with full voting rights and cash dividends during the vesting period. Restricted stock units do not provide the holder with voting rights or cash dividends during the vesting period, but do accrue a dividend equivalent that is paid upon vesting, and are subject to certain service restrictions. Performance share awards are payable contingent upon Huntington achieving certain predefined performance objectives over the three-year measurement period. The fair value of these awards is the closing market price of Huntington's common stock on the date of award.

The weighted-average grant date fair value of nonvested shares granted for the periods ended March 31, 2014 and 2013, were $9.13 and $7.14, respectively. The total fair value of awards vested was $9.6 million and $2.1 million during the periods ended March 31, 2014, and 2013, respectively. As of March 31, 2014, the total unrecognized compensation cost related to nonvested awards was $55.6 million with a weighted-average expense recognition period of 2.3 years.


The following table summarizes the status of Huntington's restricted stock units, performance share awards, and restricted stock awards as of March 31, 2014, and activity for the period ended March 31, 2014:

              Weighted-           Weighted-           Weighted-
              Average           Average           Average
        Restricted     Grant Date     Restricted     Grant Date     Performance     Grant Date
        Stock     Fair Value     Stock     Fair Value     Share     Fair Value
(amounts in thousands, except per share amounts)   Awards     Per Share     Units     Per Share     Awards     Per Share
Nonvested at January 1, 2014   ---   $ ---     12,064   $ 6.80     1,646   $ 6.95
  Granted   ---     ---     1,036     9.13     ---     ---
  Assumed   27     ---     ---     ---     ---     ---
  Vested   (11)     9.53     (1,335)     7.12     ---     ---
  Forfeited   ---     ---     (245)     6.98     (108)     6.94
Nonvested at March 31, 2014   16   $ 9.53     11,520   $ 6.97     1,538   $ 6.95