SHARE-BASED COMPENSATION PLANS

3 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

14. SHARE-BASED COMPENSATION PLANS

During the three months ended September 30, 2013 the Company had four active share-based compensation plans, comprised of the Omnibus Equity and Long-Term Incentive Plan (“Omnibus LTIP”), the Long-Term Incentive Plan (“LTIP”), the Executive Ownership Program (“EOP”) and the 2007 Stock Plan for Directors. Shares are available to be awarded for nonqualified stock options, RSUs and other share-based awards under the Omnibus LTIP and the 2007 Stock Plan for Directors. As of September 30, 2013, the Company had 50.4 million shares of Class A Common Stock available for grant.

Prior to June 12, 2013, the Company’s share-based compensation plans were accounted for under liability plan accounting, as they allowed for cash settlement or contained put features that allowed the holders to sell shares to the Company for cash. On June 12, 2013, the share-based compensation plans were amended, and the terms of the LTIP, EOP, and 2007 Stock Plan for Directors were restated in order to eliminate the put features and transition issued and outstanding shares as of June 12, 2013 to equity plan accounting. Additionally, the Omnibus LTIP was introduced in November 2012 to govern future grants of nonqualified stock options, RSUs, and other share based awards to employees.

Total share-based compensation expense for the three months ended September 30, 2013 and 2012 of $14.2 and $35.0, respectively, is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

As of September 30, 2013, the total unrecognized share-based compensation expense related to unvested stock options and restricted and other share awards is $62.3 and $49.6, respectively. The unrecognized share-based compensation expense related to unvested stock options and restricted and other share awards is expected to be recognized over a weighted-average period of 2.49 and 4.26 years, respectively.

Nonqualified Stock Options

Prior to June 12, 2013, the Company’s nonqualified and tandem stock option plans allowed all option holders to exercise their vested options for cash or for shares of Common Stock. These options were granted to eligible employees as specified in the terms of the plans. For these liability awards, the fair value of the award which determined the measurement of the liability on the balance sheet was re-measured at each reporting period. Fluctuations in the fair value of the liability awards were recorded as increases or decreases in share-based compensation expense until the award was settled. Subsequent to June 12, 2013, the share-based compensation expense recognized on nonqualified stock options is based upon the fair value on June 12, 2013.

The fair value of the Company’s outstanding stock option liability on June 12, 2013 and September 30, 2012 were estimated using the Black-Scholes valuation model with the following assumptions:

	2013			2012
Expected life of option		4.03 years			3.24 years
Risk-free interest rate		0.84	%		0.43	%
Expected volatility		32.53	%		33.01	%
Expected dividend yield		0.86	%		0.97	%

Expected life of option—The expected life of the option represents the period of time (years) that options granted are expected to be outstanding, which the Company calculates using a formula based on the vesting term and the contractual life of the respective option.

Risk-free interest rate—The Company bases the risk-free interest rate on the implied yield available on a U.S. Treasury note with a term equal to the expected term of the underlying options, which ranged from 0.11% to 1.30% as of June 12, 2013 and from 0.0% to 1.08% as of September 30, 2012.

Expected volatility—The Company calculates expected volatility based on median volatility for peer companies using 7.5 years of daily stock price history.

Expected dividend yield—The Company used an expected dividend yield of 0.86% and 0.97% as of June 12, 2013 and September 30, 2012, respectively, which is based upon the Company’s expectation to pay dividends over the contractual term of the options.

Prior to June 12, 2013, all options related to share-based compensation plans were granted at the estimated fair value of Common Stock, which was determined based upon, in each instance, an evaluation by management with assistance from a major investment banking firm. The valuation of shares was based on (i) an aggregate value Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) benchmark of future earnings and (ii) a price earnings growth rate benchmark, with a comparison to peer group companies and market multiples. Additionally, the Company applied a theoretical liquidity discount of 10% to the valuation associated with the illiquidity of the Common Stock due to the absence of a public market for the stock and certain restrictions from the transfer of stock in a private entity.

Nonqualified stock options generally become exercisable 5 years from the date of the grant and have a 5-year exercise period from the date the grant becomes fully vested for a total contractual life of 10 years.

The Company’s outstanding nonqualified stock options as of September 30, 2013 and activity during the three months then ended are presented below:

	Shares (in millions)			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding at July 1, 2013		28.2		$	9.05
Exercised		(0.3	)		6.09
Forfeited or expired		(0.2	)		9.41
Outstanding at September 30, 2013		27.7		$	9.08
Vested and expected to vest at September 30, 2013		24.8		$	9.02	$	178.1		6.19
Exercisable at September 30, 2013		5.3		$	9.31	$	36.7		3.74

There were no options granted in the current year. The grant prices of the outstanding options as of September 30, 2013 ranged from $4.65 to $11.60. The grant prices for exercisable options ranged from $4.65 to $10.50.

A summary of the total intrinsic value of stock options exercised and payment to settle nonqualified stock options for the three months ended September 30, 2013 and 2012 is presented below:

	September 30,
	2013		2012
Intrinsic value of options exercised	$	2.9	$	5.5
Payment to settle nonqualified stock options		—		2.9

The Company’s non-vested nonqualified stock options as of September 30, 2013 and activity during the three months then ended are presented below:

	Shares (in millions)			Weighted Average Grant Date Fair Value
Non-vested at July 1, 2013		22.7		$	3.57
Vested		(0.1	)		3.20
Forfeited		(0.2	)		3.64
Non-vested at September 30, 2013		22.4			3.58

The share-based compensation expense recognized on the nonqualified stock options is $9.6 and $26.1 during the three months ended September 30, 2013 and 2012, respectively.

Prior to June 12, 2013, the share-based compensation plans governing the exercised options contained a clause permitting the participants to sell their unrestricted shares of Common Stock back to the Company without restrictions. During the period of time that the Company retained the risks and rewards of share ownership, the Company recorded the value of Common Stock in excess of par value to Accrued expenses and other current liabilities and the change in fair value of Common Stock issued to option holders of $0.3 to share-based compensation expense during the three months ended September 30, 2012.

Special Incentive Award

In February 2012 and September 2010, the Company granted a special incentive award to a select group of key executives that, upon vesting, provides 3.9 million shares of Common Stock, of which 1.5 million shares of Common Stock were forfeited by one holder during fiscal 2013. Prior to June 13, 2013, the date the Class A Common Stock began trading on the NYSE, vesting of these awards was dependent upon the occurrence of (i) an initial public offering by September 14, 2015 or (ii) if an initial public offering has not occurred by September 14, 2015, upon achievement of a target fair value of the Company’s share price and the completion of the service period upon the vesting date of September 14, 2015. All unvested awards are forfeited if an employee is terminated for any reason prior to vesting.

Prior to December 2012, the Company recorded these instruments at their fair value on the reporting period date utilizing a Monte Carlo valuation model that takes into account estimated probabilities of possible outcomes. During December 2012, the target fair value of the Company’s share price was achieved and as a result, share-based compensation expense was recorded based on the fair value of the Company’s Common Shares on each reporting period date. The Monte Carlo valuation model used the following assumptions as of September 30, 2012:

	September 30, 2012
Expected life of award	5.0 years
Risk-free rate	1.32% to 1.51%
Expected volatility	33.01%
Expected dividend yield	0.97%

On June 13, 2013, the date Class A Common Stock began trading on the New York Stock Exchange, the special incentive awards were re-measured at the IPO price and 50% of the outstanding awards vested immediately. The remaining awards will vest on the one-year anniversary date of the IPO.

The Company has 1.2 million shares of outstanding and non-vested special incentive awards as of September 30, 2013 and June 30, 2013 with a weighted average grant date fair value of $6.82. Share-based compensation expense (income) recorded in connection with special incentive awards is $2.5 and $(3.7) for the three months ended September 30, 2013 and 2012. There was no vesting or forfeiture activity during the three months ended September 30, 2013. During the three months ended September 30, 2012, no vesting activity occurred and one holder forfeited an award of 1.5 million units.

Restricted Share Units

During the three months ended September 30, 2013, 1.8 million RSUs were granted under the Omnibus LTIP. During the three months ended September 30 2012, the Company granted RSUs of 2.2 million under the LTIP.

The Company’s outstanding RSUs as of September 30, 2013 and activity during the three months then ended are presented below:

	Shares (in millions)		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding at July 1, 2013		2.7
Granted		1.8
Outstanding at September 30, 2013		4.5
Vested and expected to vest at September 30, 2013		3.5	$	57.0		4.11

The share-based compensation expense recorded in connection with the RSUs was $2.1 during the three months ended September 30, 2013 and 2012, respectively.

Prior to June 12, 2013, the share-based compensation plans governing the released awards contained a clause permitting the participants to sell their unrestricted shares of Common Stock back to the Company without restrictions. During the period of time that the Company retains the risks and rewards of ownership, the Company recorded the value of Common Stock in excess of par value to Accrued expenses and other current liabilities and the change in fair value of Common Stock issued to holders of RSUs of $0.6 to share-based compensation expense for the three months ended September 30, 2012.

The Company’s outstanding and non-vested RSUs as of September 30, 2013 and activity during the three months then ended are presented below:

	Shares (in millions)		Weighted Average Grant Date Fair Value
Outstanding and nonvested at July 1, 2013		2.3	$	15.49
Granted		1.8		16.21
Outstanding and nonvested at September 30, 2013		4.1	$	15.81

Less than 0.1 million RSUs vested and settled during the three months ended September 30, 2013. The total intrinsic value of RSUs vested and settled during the three months ended September 30, 2012 is $3.6.

Restricted Shares

During the three months ended December 31, 2012, the Company adopted the Omnibus LTIP and amended and restated the EOP. These plans govern restricted shares purchased by employees. As a result, all outstanding restricted shares purchased by employees (“Purchased Shares”) were considered vested as of the adoption date or amendment date, as applicable.

The Company’s outstanding restricted shares as of September 30, 2013 and activity during the three months then ended are presented below:

	Shares (in millions)			Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding at July 1, 2013		1.7
Released		(0.5	)
Outstanding at September 30, 2013		1.2
Vested at September 30, 2013		1.2		$	6.7		3.16

Share-based compensation expense recorded in connection with the restricted shares was nil and $6.3 during the three months ended September 30, 2013 and 2012. There were no restricted shares purchased during the three months ended September 30, 2013 and 2012. The total intrinsic value of restricted shares vested and settled under the EOP during the three months ended September 30, 2012 is $11.1.

Prior to June 12, 2013, the share-based compensation plans governing the restricted and released shares contained a clause permitting the participants to sell their Purchased Shares of Common Stock back to the Company without restrictions once the restriction period on the Purchased Shares expired. During the period of time that the Company retained the risks and rewards of ownership, the Company recorded the value of Common Stock in excess of par value to Accrued expenses and other current liabilities and the change in fair value of Common Stock issued to holders of Purchased Shares of $3.3 to share-based compensation expense for the three months ended September 30, 2012.