Quarterly report pursuant to Section 13 or 15(d)

STOCK-BASED COMPENSATION PLANS

v3.3.0.814
STOCK-BASED COMPENSATION PLANS
9 Months Ended
Sep. 30, 2015
STOCK-BASED COMPENSATION PLANS  
STOCK-BASED COMPENSATION PLANS

15. STOCK-BASED COMPENSATION PLANS

        Under the Huntsman Corporation Stock Incentive Plan, as amended and restated (the "Stock Incentive Plan"), a plan approved by stockholders, we may grant nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, phantom stock, performance awards and other stock-based awards to our employees, directors and consultants and to employees and consultants of our subsidiaries, provided that incentive stock options may be granted solely to employees. The terms of the grants are fixed at the grant date. As of September 30, 2015, we were authorized to grant up to 37.2 million shares under the Stock Incentive Plan. As of September 30, 2015, we had 7 million shares remaining under the Stock Incentive Plan available for grant. Option awards have a maximum contractual term of 10 years and generally must have an exercise price at least equal to the market price of our common stock on the date the option award is granted. Stock-based awards generally vest over a three-year period; certain performance awards vest over a two-year period.

        The compensation cost from continuing operations under the Stock Incentive Plan for our Company and Huntsman International were as follows (dollars in millions):

                                                                                                                                                                                    

 

 

Three months
ended
September 30,

 

Nine months
ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Huntsman Corporation compensation cost

 

$

 

$

 

$

21 

 

$

22 

 

Huntsman International compensation cost

 

 

 

 

 

 

20 

 

 

21 

 

        The total income tax benefit recognized in the statements of operations for us and Huntsman International for stock-based compensation arrangements was $5 million and $4 million for the nine months ended September 30, 2015 and 2014, respectively.

STOCK OPTIONS

        The fair value of each stock option award is estimated on the date of grant using the Black-Scholes valuation model that uses the assumptions noted in the following table. Expected volatilities are based on the historical volatility of our common stock through the grant date. The expected term of options granted was estimated based on the contractual term of the instruments and employees' expected exercise and post-vesting employment termination behavior. The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of grant. The assumptions noted below represent the weighted average of the assumptions utilized for stock options granted during the periods.

                                                                                                                                                                                    

 

 

Three months
ended
September 30,

 

Nine months
ended
September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Dividend yield

 

 

3.3 

%

 

N/A

 

 

2.3 

%

 

2.4 

%

Expected volatility

 

 

56.7 

%

 

N/A

 

 

57.9 

%

 

60.3 

%

Risk-free interest rate

 

 

1.7 

%

 

N/A

 

 

1.4 

%

 

1.7 

%

Expected life of stock options granted during the period

 

 

5.9 years

 

 

N/A

 

 

5.9 years

 

 

5.7 years

 

        During the three months ended September 30, 2014, no stock options were granted.

        A summary of stock option activity under the Stock Incentive Plan as of September 30, 2015 and changes during the nine months then ended is presented below:

                                                                                                                                                                                    

Option Awards

 

Shares

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Term

 

Aggregate
Intrinsic
Value

 

 

 

(in thousands)

 

 

 

(years)

 

(in millions)

 

Outstanding at January 1, 2015

 

 

8,781

 

$

14.84

 

 

 

 

 

 

 

Granted

 

 

999

 

 

22.32

 

 

 

 

 

 

 

Exercised

 

 

(49

)

 

16.43

 

 

 

 

 

 

 

Forfeited

 

 

(43

)

 

21.20

 

 

 

 

 

 

 

​  

​  

Outstanding at September 30, 2015

 

 

9,688

 

 

15.58

 

 

5.0

 

$

13

 

​  

​  

​  

​  

Exercisable at September 30, 2015

 

 

7,599

 

 

14.06

 

 

3.9

 

 

13

 

​  

​  

​  

​  

        The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2015 was $9.89 per option. As of September 30, 2015, there was $14 million of total unrecognized compensation cost related to nonvested stock option arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.8 years.

        The total intrinsic value of stock options exercised during the nine months ended September 30, 2015 and 2014 was approximately nil and $12 million, respectively.

NONVESTED SHARES

        Nonvested shares granted under the Stock Incentive Plan consist of restricted stock and performance awards, which are accounted for as equity awards, and phantom stock, which is accounted for as a liability award because it can be settled in either stock or cash.

        During the first quarter of 2015, we began issuing performance awards to certain employees. The fair value of each performance award is estimated using a Monte Carlo simulation model that uses various assumptions, including an expected volatility rate and a risk-free interest rate. For the nine months ended September 30, 2015, the weighted-average expected volatility rate was 30.0% and the weighted average risk-free interest rate was 0.7%. For the performance awards granted in the nine months ended September 30, 2015, the number of shares earned varies based upon the Company achieving certain performance criteria over two-year and three-year performance periods. The performance criteria are total stockholder return of our common stock relative to the total stockholder return of a specified industry peer-group for the two-year and three-year performance periods.

        A summary of the status of our nonvested shares as of September 30, 2015 and changes during the nine months then ended is presented below:

                                                                                                                                                                                    

 

 

Equity Awards

 

Liability Awards

 

 

 

Shares

 

Weighted
Average
Grant-Date
Fair Value

 

Shares

 

Weighted
Average
Grant-Date
Fair Value

 

 

 

(in thousands)

 

 

 

(in thousands)

 

 

 

Nonvested at January 1, 2015

 

 

1,821

 

$

17.37

 

 

492

 

$

18.50

 

Granted

 

 

855

 

 

23.25

 

 

256

 

 

22.77

 

Vested

 

 

(779

)(1)

 

17.30

 

 

(259

)

 

17.09

 

Forfeited

 

 

(39

)

 

22.07

 

 

(10

)

 

21.27

 

​  

​  

​  

​  

Nonvested at September 30, 2015

 

 

1,858

 

 

19.99

 

 

479

 

 

21.48

 

​  

​  

​  

​  

​  

​  

​  

​  


 

 

(1)          

As of September 30, 2015, a total of 393,952 restricted stock units were vested but not yet issued, of which 29,645 vested during the nine months ended September 30, 2015. These shares have not been reflected as vested shares in this table because, in accordance with the restricted stock unit agreements, shares of common stock are not issued for vested restricted stock units until termination of employment. This table does reflect 29,921 vested restricted stock units for which shares of common stock were issued in 2015.

        As of September 30, 2015, there was $26 million of total unrecognized compensation cost related to nonvested share compensation arrangements granted under the Stock Incentive Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.8 years. The value of share awards that vested during the nine months ended September 30, 2015 and 2014 was $20 million and $19 million, respectively.