SHARE-BASED COMPENSATION PLANS

The Company has various share-based compensation programs (the “Plans”) under which awards, including non-qualified stock options, RSUs and other share-based awards, may be granted or shares of Class A Common Stock may be purchased. As of March 31, 2015, approximately 15.2 million shares of the Company’s Class A Common Stock were reserved and available to be granted pursuant to these Plans.

Total share-based compensation (income) expense of $(1.0) and $12.2 for the three months ended March 31, 2015 and 2014, and $9.9 and $35.7 for the nine months ended March 31, 2015 and 2014, respectively, is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The share-based compensation expense for the nine months ended March 2015 of $9.9 includes $14.9 expense for the period offset by $(5.0) income for the period due to forfeitures of share-based compensation instruments as a result of Mr. Scannavini’s resignation on September 29, 2014.

As of March 31, 2015, the total unrecognized share-based compensation expense related to unvested stock options and restricted and other share awards is $12.8 and $37.0, 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 1.28 and 3.37 years, respectively.

Nonqualified Stock Options

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 March 31, 2015 and activity during the nine 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, 2014	23.2		$	9.32
Exercised	(6.4	)	8.61
Forfeited	(2.6	)	10.03
Outstanding at March 31, 2015	14.2		$	9.51
Vested and expected to vest at March 31, 2015	11.7		$	9.38	$	174.7	4.81
Exercisable at March 31, 2015	4.1		$	8.40	$	65.8	3.07

There were no options granted in the current year. The grant prices of the outstanding options as of March 31, 2015 ranged from $5.10 to $11.60. The grant prices for exercisable options ranged from $5.10 to $10.50.

A summary of the total intrinsic value of stock options exercised for the nine months ended March 31, 2015 and 2014 is presented below:



	March 31,
	2015		2014
Intrinsic value of options exercised	$	30.0	$	14.9

The Company’s non-vested nonqualified stock options as of March 31, 2015 and activity during the nine months then ended are presented below:



	Shares (in millions)		Weighted Average Grant Date Fair Value
Non-vested at July 1, 2014	16.2		$	3.81
Vested	(3.6	)	3.56
Forfeited	(2.6	)	3.92
Non-vested at March 31, 2015	10.0		$	3.87

The share-based compensation (income) expense recognized on the nonqualified stock options was $(2.6) and $7.7 for the three months ended March 31, 2015 and 2014, and was $4.8 and $22.2 for the nine months ended March 31, 2015 and 2014, respectively.

Restricted Share Units

During the nine months ended March 31, 2015, 1.8 million RSUs were granted under the Omnibus LTIP. During the nine months ended March 31, 2014, the Company granted 2.0 million RSUs under the LTIP.

The Company’s outstanding RSUs as of March 31, 2015 and activity during the nine months then ended are presented below:



	Shares (in millions)		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding at July 1, 2014	4.4
Granted	1.8
Settled	(0.1	)
Canceled	(1.1	)
Outstanding at March 31, 2015	5.0
Vested and expected to vest at March 31, 2015	3.5		$	85.0	3.30

The share-based compensation expense recorded in connection with the RSUs was $1.6 and $3.1 for the three months ended March 31, 2015 and 2014, and was $4.6 and $8.0 for the nine months ended March 31, 2015 and 2014, respectively.

The Company’s outstanding and non-vested RSUs as of March 31, 2015 and activity during the nine months then ended are presented below:



	Shares (in millions)		Weighted Average Grant Date Fair Value
Outstanding and nonvested at July 1, 2014	4.0		$	15.77
Granted	1.8		16.83
Vested	(0.1	)	15.64
Canceled	(1.1	)	15.71
Outstanding and nonvested at March 31, 2015	4.6		$	16.12

Phantom Units

On December 1, 2014, the Board granted Lambertus J.H. Becht (“Mr. Becht”), the Company’s Chairman of the Board and interim Chief Executive Officer, an award of 49,432 phantom units, in consideration of Mr. Becht’s increased responsibilities as interim Chief Executive Officer of the Company. At the time of grant, the phantom units had a value of $1.0 based on the closing price of the Company’s Class A Common Stock on December 1, 2014, and each phantom unit has an economic value equivalent to one share of the Company’s Class A Common Stock. Mr. Becht elected to receive payment of the phantom units in the form of shares of Class A Common Stock. As a result the phantom units will be settled in shares of Class A Common Stock on the fifth anniversary of the grant date or, in the event of a change of control or Mr. Becht’s death or disability, immediately.

The Company recognized nil and $1.0 of share-based compensation expense during the three and nine months ended March 31, 2015 and 2014 as there are no service or performance conditions with respect to the phantom units.

Restricted Shares

Share-based compensation (income) expense recorded in connection with restricted shares was nil for the three months ended March 31, 2015 and 2014, and was $(0.5) and nil for the nine months ended March 31, 2015 and 2014, respectively. During the first quarter of fiscal 2015, Mr. Scannavini forfeited less than 0.1 million restricted shares.

Special Incentive Award

Share-based compensation expense recorded in connection with special incentive awards was nil for the three and nine months ended March 31, 2015 and was $1.4 and $5.5 for the three and nine months ended March 31, 2014, respectively. As of March 31, 2015, there were no special incentive awards outstanding as all special incentive awards vested as of June 13, 2014. As of March 31, 2014, 1.0 million special incentive awards were outstanding with a weighted average grant date fair value of $6.83. There was no vesting or forfeiture activity during the three and nine months ended March 31, 2015. During the three and nine months ended March 31, 2014, 0.2 million special incentive award units vested due to a stipulation within one participant’s termination agreement. The vested units had a weighted average grant date fair value of $6.74. There was no forfeiture activity during the three and nine months ended March 31, 2014.