SHARE-BASED COMPENSATION PLANS

The Company has various share-based compensation programs (the “Plans”) under which awards, including non-qualified stock options, Series A Preferred Stock, RSUs and other share-based awards, may be granted or shares of Class A Common Stock may be purchased. As of December 31, 2015, approximately 18.9 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 expense of $5.2 and $9.6 for the three months ended December 31, 2015 and 2014, and $16.9 and $10.9 for the six months ended December 31, 2015 and 2014, respectively, is included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. As of December 31, 2015, the total unrecognized share-based compensation expense related to unvested stock options, Series A Preferred Stock, and restricted and other share awards is $6.4, $8.1 and $44.3, respectively. The unrecognized share-based compensation expense related to unvested stock options, Series A Preferred stock, and restricted and other share awards is expected to be recognized over a weighted-average period of 2.02, 4.29 and 2.93 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 December 31, 2015 and activity during the six 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, 2015	14.0		$	11.32
Exercised	(2.0	)	9.05
Canceled or expired	(0.9	)	16.24
Outstanding at December 31, 2015	11.1		$	11.31
Vested and expected to vest at December 31, 2015	9.0		$	9.94	$	141.8	4.24
Exercisable at December 31, 2015	5.5		$	8.78	$	91.9	3.22

The Company did not grant any nonqualified stock options during the six months ended December 31, 2015. The grant prices of the outstanding options as of December 31, 2015 ranged from $6.00 to $24.13. The grant prices for exercisable options ranged from $6.00 to $10.50.

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



	Six Months Ended December 31,
	2015		2014
Intrinsic value of options exercised	$	38.6	$	38.5

The share-based compensation expense recognized on the nonqualified stock options was $2.1 and $5.4 for the three months ended December 31, 2015 and 2014, respectively, and $4.8 and $7.4 for the six months ended December 31, 2015 and 2014, respectively.

Series A Preferred Stock

Shares of Series A Preferred Stock generally become exercisable 5 years from the date of the grant and have a 2-year exercise period from the date the grant becomes fully vested for a total contractual life of 7 years. The Company did not grant any shares of Series A Preferred Stock during the six months ended December 31, 2015. The Company canceled 0.2 million shares of Series A Preferred Stock during the three months and six months ended December 31, 2015.

The Series A Preferred Stock are accounted for partially as a liability as of December 31, 2015 and the Company recognized shared-based compensation expense of $0.2 and $0.7 for the three and six months ended December 31, 2015, respectively. The Company recognized no share-based compensation for the Series A Preferred Stock for the three and six months ended December 31, 2014.

Restricted Share Units

During the six months ended December 31, 2015 and 2014, the Company granted 1.3 million and 1.7 million RSUs under the Omnibus LTIP. The share-based compensation expense recorded in connection with the RSUs was $2.8 and $3.2 for the three months ended December 31, 2015 and 2014, respectively. The share-based compensation expense recorded in connection with the RSUs was $3.4 and $3.0 for the six months ended December 31, 2015 and 2014, respectively.

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



	Shares (in millions)		Aggregate Intrinsic Value		Weighted Average Grant Date Fair Value
Outstanding at July 1, 2015	4.3
Granted	1.3
Settled	(0.1	)
Canceled	(0.4	)
Outstanding at December 31, 2015	5.1
Vested and expected to vest at December 31, 2015	3.6		$	91.7	$	3.18

Phantom Units

On July 21, 2015, the Board granted Lambertus J.H. Becht (“Mr. Becht”), the Company’s Chairman of the Board and interim Chief Executive Officer, an award of 300,000 phantom units, in consideration of Mr. Becht’s increased and continuing responsibilities as interim Chief Executive Officer of the Company. At the time of grant, the phantom units had a value of $8.1 based on the closing price of the Company’s Class A Common Stock on July 21, 2015, and each phantom unit has an economic value equivalent to one share of the Company’s Class A Common Stock settleable in cash or shares at the election of Mr. Becht. The award to Mr. Becht was made outside of the Company’s Equity and Long-Term Incentive Plan. On July 24, 2015, Mr. Becht elected to receive payment of the phantom units in the form of shares of Class A Common Stock and the phantom units were valued at $8.0. 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 $8.0 of share-based compensation expense during the three and six months ended December 31, 2015 as there are no service or performance conditions with respect to the phantom units.

On December 1, 2014, the Board granted Mr. Becht 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 $1.0 share-based compensation expense for the three and six months ended December 31, 2014 as there are no service or performance conditions with respect to the phantom units.

Restricted Shares

Share-based compensation expense (income) recorded in connection with restricted shares was nil for the three months ended December 31, 2015 and 2014, and nil and $(0.5) for the six months ended December 31, 2015 and 2014, respectively.

Special Share Purchase Transaction

In fiscal 2015, the Company recognized compensation expense of $13.9 and a related liability for 1.4 million shares which its parent JABC agreed to repurchase from an individual originally intended to become an executive of the Company. From June 30, 2015 until the date the liability was settled by JABC, the value of the obligation declined $0.1 and was recorded as a reduction of stock compensation expense. On July 8, 2015 JABC repurchased the shares and the settlement of the liability of $13.8 is considered a non-cash capital contribution to the Company and therefore was recorded in Additional paid-in capital.