Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

Share-Based Compensation
3 Months Ended
Mar. 31, 2015
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 with an exercise price 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. All options granted have a term of seven years.

2015 Long-Term Incentive Plan

In April 2015, shareholders approved the Huntington Bancshares Incorporated 2015 Long-Term Incentive Plan (the Plan). Shares remaining under the 2012 Plan have been incorporated into the 2015 Plan and reduced the full number of shares covered by all awards. Accordingly, the total number of shares available for awards under the 2015 Plan is 30.0 million shares. Huntington issues shares to fulfill stock option exercises and restricted stock unit and award vesting from available authorized common shares. At March 31, 2015, the Company believes there are adequate authorized common shares to satisfy anticipated stock option exercises and restricted stock unit and award vesting in 2015.

2012 Long-Term Incentive Plan

In 2012, shareholders approved the Huntington Bancshares Incorporated 2012 Long-Term Incentive Plan (the 2012 Plan) which authorized 51.0 million shares for future grants. The 2012 Plan was superseded effective April 23, 2015. At March 31, 2015, 13.7 million shares from the 2012 Plan were available for future grants.

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.

The following table illustrates total share-based compensation expense and related tax benefit for the three-month periods ended March 31, 2015 and 2014:

Three Months Ended
March 31,
(dollar amounts in thousands) 2015 2014
Share-based compensation expense $ 11,095 $ 9,418
Tax benefit 3,851 3,163

Huntington’s stock option activity and related information for the three-month period ended March 31, 2015, 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, 2015 19,619 $ 6.99 --- ---
Granted --- --- --- ---
Exercised (723) 6.24 --- ---
Forfeited/expired (319) 21.07 --- ---
Outstanding at March 31, 2015 18,577 $ 6.78 3.7 $ 82,290
Expected to vest at March 31, 2015 (1) 4,960 $ 7.65 5.1 $ 16,852
Exercisable at March 31, 2015 13,244 $ 6.42 3.1 $ 64,339
(1) The number of options expected to vest includes an estimate of 373 thousand 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, 2015 and 2014, cash received for the exercises of stock options was $4.5 million and $6.7 million, respectively. The tax benefit realized from stock option exercises was $0.7 million and $0.3 million for each respective period.

Huntington also grants restricted stock, restricted stock units, performance share units 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 units 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 three-month periods ended March 31, 2015 and 2014, were $10.69 and $9.13, respectively. The total fair value of awards vested was $10.8 million and $9.6 million during the three-month periods ended March 31, 2015, and 2014, respectively. As of March 31, 2015, the total unrecognized compensation cost related to nonvested awards was $65.4 million with a weighted-average expense recognition period of 2.4 years.

The following table summarizes the status of Huntington's restricted stock units, performance share units, and restricted stock awards as of March 31, 2015, and activity for the three-month period ended March 31, 2015:

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 Units Per Share
Nonvested at January 1, 2015 12 $ 9.53 11,904 $ 7.79 2,579 $ 7.76
Granted --- --- 1,274 10.69 --- ---
Vested (3) 9.53 (1,442) 7.49 --- ---
Forfeited --- --- (66) 7.84 --- ---
Nonvested at March 31, 2015 9 $ 9.53 11,670 $ 8.14 2,579 $ 7.76