The Bancorp has historically emphasized employee stock ownership. The following table provides detail of the number of shares to be issued upon exercise of outstanding stock-based awards and remaining shares available for future issuance under all of the Bancorp's equity compensation plans approved by shareholders as of December 31, 2015:


Plan Category (shares in thousands)		Number of Shares to be Issued Upon Exercise	Weighted-Average Exercise Price Per Share	Shares Available for Future Issuance
Equity compensation plans approved by shareholders				24,667	(a)
	SARs	(b)	N/A		(a)
	RSAs	8,281	N/A		(a)
	RSUs	371	N/A		(a)
	Stock options^(c)	7	$32.26		(a)
	Phantom stock units	(d)	N/A	N/A
	PSAs	(e)	N/A		(a)
	Employee stock purchase plan			6,813	(f)
Total shares		8,659		31,480

Stock-based awards are eligible for issuance under the Bancorp's Incentive Compensation Plan to executives, directors and key employees of the Bancorp and its subsidiaries. The Incentive Compensation Plan was approved by shareholders on April 15, 2014 and authorized the issuance of up to 36 million shares, including 16 million shares for Full Value Awards, as equity compensation and provides for SARs, RSAs, RSUs, stock options, performance share or unit awards, dividend or dividend equivalent rights and stock awards. Full Value Awards are defined as awards with no cash outlay for the employee to obtain the full value. Based on total stock-based awards outstanding (including SARs, RSAs, RSUs, stock options and PSAs) and shares remaining for future grants under the 2014 Incentive Compensation Plan, the potential dilution to which the Bancorp's shareholders of common stock are exposed due to the potential that stock-based compensation will be awarded to executives, directors or key employees of the Bancorp and its subsidiaries is 10%. SARs, RSAs, RSUs, stock options and PSAs outstanding represent 7% of the Bancorp's issued shares at December 31, 2015.

All of the Bancorp's stock-based awards are to be settled with stock. The Bancorp has historically used treasury stock to settle stock-based awards, when available. SARs, issued at fair value based on the closing price of the Bancorp's common stock on the date of grant, have up to ten year terms and vest and become exercisable either ratably or fully over a four year period of continued employment. The Bancorp does not grant discounted SARs or stock options, re-price previously granted SARs or stock options or grant reload stock options. RSAs and RSUs vest after four years or ratably over three or four years of continued employment. RSAs include dividend and voting rights. Stock options were previously issued at fair value based on the closing price of the Bancorp's common stock on the date of grant, had up to ten year terms and vested and became fully exercisable ratably over a three or four year period of continued employment. PSAs have three year cliff vesting terms with market conditions and/or performance conditions as defined by the plan. All of the Bancorp's executive stock-based awards contain an annual performance hurdle of 2% return on tangible common equity. If this threshold is not met, all PSAs that would vest in the next year are forfeited and all SARs and RSAs that would vest in the next year may also be forfeited at the discretion of the Human Capital and Compensation Committee of the Board of Directors. The Bancorp met this threshold as of December 31, 2015.

Stock-based compensation expense was $100 million, $83 million and $78 million for the years ended December 31, 2015, 2014 and 2013, respectively, and is included in salaries, wages and incentives in the Consolidated Statements of Income. The total related income tax benefit recognized was $36 million, $30 million and $28 million for the years ended December 31, 2015, 2014 and 2013, respectively.

The Bancorp uses assumptions, which are evaluated and revised as necessary, in estimating the grant-date fair value of each SAR grant.


The weighted-average assumptions were as follows for the years ended December 31:

	2015		2014	2013
Expected life (in years)	6		6	6
Expected volatility	35	%	35	36
Expected dividend yield	2.7		2.4	3.0
Risk-free interest rate	1.6		2.0	1.0

The expected life is generally derived from historical exercise patterns and represents the amount of time that SARs granted are expected to be outstanding. The expected volatility is based on a combination of historical and implied volatilities of the Bancorp's common stock. The expected dividend yield is based on annual dividends divided by the Bancorp's stock price. Annual dividends are based on projected dividends, estimated using an expected long-term dividend payout ratio, over the estimated life of the awards. The risk-free interest rate for periods within the contractual life of the SARs is based on the U.S. Treasury yield curve in effect at the time of grant.

The grant-date fair value of SARs is measured using the Black-Scholes option-pricing model. The weighted-average grant-date fair value of SARs granted was $5.52, $6.53 and $4.56 per share for the years ended December 31, 2015, 2014 and 2013, respectively. The total grant-date fair value of SARs that vested during the years ended December 31, 2015, 2014 and 2013 was $35 million, $34 million and $29 million, respectively.

At December 31, 2015, there was $45 million of stock-based compensation expense related to nonvested SARs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2015 of 2.4 years.


	2015				2014				2013
			Weighted-				Weighted-				Weighted-
	Number of SARs		Average Grant		Number of SARs		Average Grant		Number of SARs		Average Grant
SARs (in thousands, except per share data)	Number of SARs			Price Per Share				Price Per Share				Price Per Share
Outstanding at January 1	45,590	$	19.79		Number of SARs	48,599	$	19.98	Number of SARs		44,120	$	20.41
Granted	5,219		18.99		4,526		21.63		10,267		16.16
Exercised	(3,242)		13.59		(4,408)		13.63		(2,904)		11.18
Forfeited or expired	(3,438)		32.96		(3,127)		34.19		(2,884)		21.78
Outstanding at December 31	44,129	$	19.14		45,590	$	19.79		48,599	$	19.98
Exercisable at December 31	29,721	$	19.71		27,950	$	21.71		26,462	$	24.14

The following table summarizes outstanding and exercisable SARs by grant price per share at December 31, 2015:

	Outstanding SARs				Exercisable SARs
				Weighted-				Weighted-
				Average				Average
			Weighted-	Remaining			Weighted-	Remaining
	Number of		Average Grant	Contractual Life	Number of		Average Grant	Contractual Life
SARs (in thousands, except per share data)	SARs		Price Per Share	(in years)	SARs		Price Per Share	(in years)
Under $10.00	2,943	$	3.98	3.3	2,943	$	3.98	3.3
$10.01-$20.00	30,488		15.99	6.3	19,074		15.37	5.3
$20.01-$30.00	4,047		21.64	8.2	1,053		21.66	8.1
$30.01-$40.00	6,069		38.66	0.8	6,069		38.66	0.8
Over $40.00	582		40.11	1.3	582		40.11	1.3
All SARs	44,129	$	19.14	5.5	29,721	$	19.71	4.2

The total grant-date fair value of RSAs that vested during the years ended December 31, 2015, 2014 and 2013 was $43 million, $32 million and $40 million, respectively. At December 31, 2015, there was $101 million of stock-based compensation expense related to nonvested RSAs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2015 of 2.7 years.


	2015			2014			2013
			Weighted-Average			Weighted-Average			Weighted-Average
			Grant-Date			Grant-Date			Grant-Date
			Fair Value			Fair Value			Fair Value
RSAs (in thousands, except per share data)	Shares		Per Share	Shares		Per Share	Shares		Per Share
Nonvested at January 1	7,253	$	17.98	6,710	$	15.11	6,379	$	14.32
Granted	4,250		19.11	3,264		21.61	3,583		16.21
Exercised	(2,580)		16.86	(2,183)		14.84	(2,720)		14.71
Forfeited	(642)		18.64	(538)		16.73	(532)		14.97
Nonvested at December 31	8,281	$	18.88	7,253	$	17.98	6,710	$	15.11

The following table summarizes nonvested RSAs by grant-date fair value at December 31, 2015:

	Nonvested RSAs
		Weighted-Average
		Remaining
		Contractual Life
RSAs (in thousands)	Shares	(in years)
$10.01-$15.00	690	0.3
$15.01-$20.00	5,153	1.6
$20.01-$25.00	2,438	1.4
All RSAs	8,281	1.4

The total grant-date fair value of RSUs that vested during the year ended December 31, 2015 was $2 million. At December 31, 2015, there was $4 million of stock-based compensation expense related to nonvested RSUs not yet recognized. The expense is expected to be recognized over an estimated remaining weighted-average period at December 31, 2015 of 2.9 years.


	2015
			Weighted-Average
			Grant-Date
			Fair Value
RSUs (in thousands, except per share data)	Shares		Per Share
Nonvested at January 1	-	$	N/A
Granted	377		19.58
Released	(5)		21.63
Forfeited	(1)		19.46
Nonvested at December 31	371	$	19.56

The following table summarizes nonvested RSUs by grant-date fair value at December 31, 2015:

	Nonvested RSUs
		Weighted-Average
		Remaining
		Contractual Life
RSUs (in thousands)	Shares	(in years)
$15.01-$20.00	318	1.8
$20.01-$25.00	53	-
All RSUs	371	1.6

The grant-date fair value of stock options is measured using the Black-Scholes option-pricing model. There were no stock options granted during the years ended December 31, 2015, 2014 and 2013.

The total intrinsic value of stock options exercised was $1 million for the years ended December 31, 2015, 2014 and 2013, respectively. Cash received from stock options exercised was $2 million, $1 million and $2 million for the years ended December 31, 2015, 2014 and 2013, respectively. The tax benefit realized from exercised stock options was immaterial to the Bancorp's Consolidated Financial Statements during the years ended December 31, 2015, 2014 and 2013. All stock options were vested as of December 31, 2008, therefore, no stock options vested during the years ended December 31, 2015, 2014 or 2013. As of December 31, 2015, the aggregate intrinsic value of both outstanding stock options and exercisable stock options was $1 million.


	2015			2014			2013
			Weighted-Average			Weighted-Average			Weighted-Average
	Number of		Exercise Price	Number of		Exercise Price	Number of		Exercise Price
Stock Options (in thousands, except per share data)	Options		Per Share	Options		Per Share	Options		Per Share
Outstanding at January 1	265	$	14.25	546	$	20.72	3,877	$	45.00
Exercised	(126)		13.67	(115)		12.84	(190)		11.88
Forfeited or expired	(20)		13.59	(166)		36.42	(3,141)		51.23
Outstanding at December 31	119	$	14.97	265	$	14.25	546	$	20.72
Exercisable at December 31	119	$	14.97	265	$	14.25	546	$	20.72

The following table summarizes outstanding and exercisable stock options by exercise price per share at December 31, 2015:

	Outstanding and Exercisable Stock Options
	Number of Options				Weighted-Average
				Weighted-Average		Remaining
				Exercise Price		Contractual Life
Stock Options (in thousands, except per share data)				Per Share		(in years)
Under $10.00	1	$	8.59		3.0
$10.01-$20.00	112		13.89		0.8
$20.01-$30.00	1		24.41		2.0
$30.01-$40.00	-		-		-
Over $40.00	5		40.98		1.0
All stock options	119	$	14.97		0.8

The Bancorp's Board of Directors previously approved the use of phantom stock units as part of its compensation for executives in connection with changes made in response to the TARP compensation rules. On February 22, 2011, the Bancorp redeemed its Series F preferred stock held by the U.S. Treasury under the CPP. As a result of this redemption, the last payment of phantom stock occurred in April 2011. The phantom stock units were issued under the Bancorp's 2008 Incentive Compensation Plan. The number of phantom stock units was determined each pay period by dividing the amount of salary to be paid in phantom stock units for that pay period by the reported closing price of the Bancorp's common stock on the pay date for such pay period. The phantom stock units vested immediately upon issuance. Phantom stock was expensed based on the number of outstanding units multiplied by the closing price of the Bancorp's stock at period end. The phantom stock units did not include any rights to receive dividends or dividend equivalents. Phantom stock units issued on or before June 12, 2010 were settled in cash upon the earlier to occur of June 15, 2011 or the executive's death. Units issued thereafter were settled in cash with 50% settled on June 15, 2012 and 50% settled on June 15, 2013. The amount paid on settlement of the phantom stock units was equal to the total amount of phantom stock units settled at the reported closing price of the Bancorp's common stock on the settlement date. Under the phantom stock program, no phantom stock units were granted during the years ended December 31, 2015, 2014 and 2013. No phantom stock units were settled during both the years ended December 31, 2015 and 2014 and 200,130 phantom stock units were settled during the year ended December 31, 2013.

PSAs are payable contingent upon the Bancorp achieving certain predefined performance targets over the three-year measurement period. Awards granted during the years ended December 31, 2015, 2014 and 2013 will be entirely settled in stock. The performance targets are based on the Bancorp's performance relative to a defined peer group. During the years ended December 31, 2015, 2014 and 2013, 458,355, 322,567 and 348,595 PSAs, respectively, were granted by the Bancorp. These awards were granted at a weighted-average grant-date fair value of $19.48, $15.61 and $16.15 per unit during the years ended December 31, 2015, 2014 and 2013, respectively.

The Bancorp sponsors an employee stock purchase plan that allows qualifying employees to purchase shares of the Bancorp's common stock with a 15% match. During the years ended December 31, 2015, 2014 and 2013, there were 617,829, 599,101 and 690,039 shares, respectively, purchased by participants and the Bancorp recognized stock-based compensation expense of $1 million in each of the respective years.