Share-Based Compensation | SHARE-BASED COMPENSATION We have the following outstanding share-based compensation awards: (a) stock options; (b) time-based restricted stock units; and (c) market-based restricted stock units. During the three months ended December 31, 2018 , under the Versum Long-Term Incentive Plan we granted annual awards of time-based restricted stock units and market-based restricted stock units, consisting of performance-based restricted stock units. In addition, during the three months ended December 31, 2017 we granted annual awards of market-based restricted stock units, consisting of performance-based restricted stock units and performance-based market stock units. Under all programs, the terms of the awards are fixed at the grant date. Generally we issue new shares upon the payout of restricted stock units and the exercise of stock options. For our Korean employees we pay cash in lieu of issuing shares with respect to restricted stock units. As of December 31, 2018 , there were 4.5 million shares available for future grant under the Versum Long-Term Incentive Plan. Total after-tax share-based compensation awards cost recognized in the consolidated income statement is summarized below: Three Months Ended December 31, 2018 2017 (In millions) Before-Tax Share-Based Compensation Award Cost $ 2.6 $ 2.4 Income Tax Benefit 0.5 0.6 After-Tax Share-Based Compensation Award Cost $ 2.1 $ 1.8 Before-tax share-based compensation award cost is primarily included in selling and administrative expense on our consolidated income statements. Total before-tax share-based compensation award cost by type of program was as follows: Three Months Ended December 31, 2018 2017 (In millions) Restricted stock units $ 2.4 $ 2.3 Director awards 0.2 0.1 Before-Tax Share-Based Compensation Cost $ 2.6 $ 2.4 Restricted Stock Units New share-based compensation awards During the three months ended December 31, 2018 , under its Long-Term Incentive Plan Versum granted 270,861 time-based restricted stock units and market based restricted stock units, consisting of performance-based restricted stock units. The time-based restricted stock units were granted at a weighted-average grant-date fair value of $31.83 per unit which vest on September 30, 2021, subject to the holder’s continued employment with the Company. The performance-based restricted stock units are earned at the end of a performance period beginning October 1, 2018 and ending September 30, 2021, conditioned on the level of Versum’s total shareholder return in relation to a defined peer group over the three -year performance period. In addition, during the three months ended December 31, 2017 , under its Long-Term Incentive Plan Versum granted 200,088 market-based restricted stock units, consisting of performance-based restricted stock units and performance-based market stock units. The performance-based restricted stock units are earned at the end of a performance period beginning October 1, 2017 and ending September 30, 2020, conditioned on the level of Versum’s total shareholder return in relation to a defined peer group over the three -year performance period. The performance-based market stock units are earned based on the percentage change in the price of Versum’s common stock over the performance period beginning October 1, 2017 and ending September 30, 2020. Subject to the recipient’s continued employment, these market-based restricted stock units granted during the three months ended December 31, 2018 and 2017 generally vest on the date that the Versum Compensation Committee certifies the payout determination under the performance goals, which date must be within 90 days after the end of the performance period. Under GAAP, both the performance-based restricted stock units and performance-based market stock units are considered market-based awards. Vesting for time-based restricted stock units and market based restricted stock units is subject to certain exceptions in the event of involuntary termination by Versum, death, disability or retirement. Upon vesting, restricted stock units represent the right to receive shares of our common stock with the exception of our Korean employees. Our Korean employees are paid in cash based on the fair value of their vested units. Dividend equivalent rights accrue for these awards, but do not vest unless the underlying awards vest. The time-based restricted stock units awarded during the three months ended December 31, 2018 had an estimated grant-date fair value of $31.83 per unit. The market based restricted stock units awarded during the three months ended December 31, 2018 and 2017 had an estimated grant-date fair value of $40.86 and $50.18 , respectively, per unit for the performance-based restricted stock units. The market based restricted stock units awarded during the three months ended December 31, 2017 had an estimated grant-date fair value of $45.71 per unit for the performance-based market stock units. The fair value of market-based restricted stock units was estimated using a Monte Carlo simulation model as these equity awards are tied to a market condition. The model utilizes multiple input variables that determine the probability of satisfying the market condition stipulated in the grant and calculates the fair value of the awards. We generally expense the grant-date fair value of these awards on a straight-line basis over the vesting period; however, expense recognition is accelerated for retirement eligible individuals who meet the requirements for vesting upon retirement. The calculation of the fair value of market-based restricted stock units during the three months ended December 31, 2018 and 2017 used the following assumptions: Three Months Ended December 31, 2018 2017 (In percentages) Expected volatility 29.0 % 28.0 % Risk-free interest rate 2.8 % 1.9 % Expected dividend yield 0.7 % 0.5 % A summary of restricted stock unit activity is presented below: Shares Weighted Average Grant-Date Fair Value (In millions, except weighted average) Outstanding, September 30, 2018 1.1 $ 29.47 Granted 0.3 36.58 Paid out (0.3 ) 23.62 Outstanding, December 31, 2018 1.1 $ 32.58 Shares Weighted Average Grant-Date Fair Value (In millions, except weighted average) Outstanding, September 30, 2017 1.1 $ 25.30 Granted 0.2 48.39 Paid out (0.2 ) 29.68 Outstanding, December 31, 2017 1.1 $ 29.31 Cash payments of $0.2 million for the three months ended December 31, 2018 and 2017 were made for restricted stock units paid out of Korea. As of December 31, 2018 and 2017 , there was $20.6 million and $21.2 million , respectively, of unrecognized compensation cost related to restricted stock units. The cost is expected to be recognized over a weighted average period of 2.3 and 2.6 years, respectively. The total fair value of restricted stock units paid out during the three months ended December 31, 2018 and 2017 was $5.8 million and $4.8 million , respectively. Stock Options We may grant awards of options to purchase common stock to executive officers and selected employees. All of our outstanding stock options are a result of the conversion in connection with the Separation. The exercise price of stock options equals the market price of our stock on the date of the grant. Options generally vest incrementally over three years and remain exercisable for ten years from the date of grant. During the three months ended December 31, 2018 and 2017 , no stock options were granted. A summary of stock option activity is presented below: Shares Weighted Average Exercise Price (In millions, except weighted average) Outstanding, September 30, 2018 0.5 $ 18.66 Granted — — Exercised — — Outstanding, December 31, 2018 0.5 $ 18.66 Shares Weighted Average Exercise Price (In millions, except weighted average) Outstanding, September 30, 2017 0.5 $ 18.55 Granted — — Exercised — — Outstanding, December 31, 2017 0.5 $ 18.56 Weighted Average Remaining Contractual Terms (In years) Aggregate Intrinsic Value (In millions, except years) Outstanding, December 31, 2018 4.5 $ 4.1 Exercisable, December 31, 2018 4.5 4.1 Weighted Average Remaining Contractual Terms (In years) Aggregate Intrinsic Value (In millions, except years) Outstanding, December 31, 2017 5.4 $ 9.1 Exercisable, December 31, 2017 5.4 9.1 The aggregate intrinsic value represents the amount by which our closing stock price of $27.72 and $37.85 as of December 31, 2018 and 2017 exceeds the exercise price multiplied by the number of in-the-money options outstanding or exercisable. The total intrinsic value of stock options exercised was zero during the three months ended December 31, 2018 and 2017 . Compensation cost is generally recognized over the stated vesting period consistent with the terms of the arrangement (i.e., either on a straight-line or graded-vesting basis). Expense recognition is accelerated for retirement-eligible individuals who would meet the requirements for vesting of awards upon their retirement. As of December 31, 2018 , the stock options were fully expensed. Director Awards Non-employee directors were granted equity awards under the Versum Long-Term Incentive Plan, with a grant date fair value of $100,000 annually. In the second quarter 2018 non-employee directors were granted restricted stock units for service on our Board of Directors through the 2019 annual meeting of stockholders. Subject to continued service on the Board of Directors, the restricted stock units vest on the earlier of February 8, 2019, and the date immediately prior to Versum's next annual meeting of stockholders, and will be settled in common stock upon vesting. The grant date fair value per share is equal to the closing sales price of our common stock as reported on the New York Stock Exchange on the date of grant. During the three months ended December 31, 2018 and 2017 , $0.2 million and $0.1 million , respectively, in share-based compensation expense was recognized related to these awards. |