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SHARE-BASED COMPENSATION PLANS
12 Months Ended
Jun. 30, 2020
Share-based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION PLANS SHARE-BASED COMPENSATION PLANS
The Company has various share-based compensation programs (the “the Compensation Plans”) under which awards, including non-qualified stock options, Series A and Series A-1 Preferred Stock, RSUs, restricted stock and other share-based awards, may be granted or shares of Class A Common Stock may be purchased. As of June 30, 2020, up to 74.6 million shares of the Company's Class A Common Stock were authorized to be granted pursuant to these Plans, of which 61.3 million shares were available. The Company may satisfy the obligation of its stock-based compensation awards with new shares.
The Company accounts for its share-based compensation plans for common stock as equity plans. The share-based compensation for equity plans is estimated and fixed at the grant date, based on the estimated fair value of the award. Series A Preferred Stock is accounted for partially as equity and partially using liability plan accounting to the extent the award is expected to be settled in cash. Accordingly, share-based compensation expense for the liability plan awards are measured at the end of each reporting period based on the fair value of the award on each reporting date and recognized as an expense to the extent earned.
Total share-based compensation from continuing operations is shown in the table below:
202020192018
Equity plan expense (a)
$24.8 $13.4 $28.9 
Equity plan modified and cash settled18.3   
Liability plan (income) expense(2.0)(2.1)(1.0)
Fringe expense1.1 0.4 2.5 
Total share-based compensation expense$42.2 $11.7 $30.4 
(a) Equity Plan shared-based compensation expense of $31.8 was recorded to additional paid in capital and presented in the Consolidated Statement of Equity for the period ended June 30, 2020. Of the $31.8, $7.0 was reclassified to discontinued operations.
The share-based compensation expense for fiscal 2020, 2019 and 2018 of $42.2, $11.7 and $30.4, respectively, includes $48.9, $30.0, and $30.4 expense for the respective period offset by $(6.7), $(18.3) and nil income for the respective periods primarily due to significant executive forfeitures of share-based compensation instruments and the impact of actual forfeitures on the change in estimated forfeiture rates during the period. During fiscal 2020, $18.3 of share-based compensation expense related to the repurchase of Series A-1 Preferred Stock shares from the Company’s former CEO.
As of June 30, 2020, the total unrecognized share-based compensation expense related to unvested stock options, Series A and Series A-1 Preferred Stock, restricted stock, restricted stock units and other share awards is $24.3, nil, $6.3 and $69.7, respectively. The unrecognized share-based compensation expense related to unvested stock options, Series A and A-1 Preferred Stock, restricted stock, restricted stock units and other share awards is expected to be recognized over a weighted-average period of 3.45, nil, 1.93 and 2.23 years, respectively.
Nonqualified Stock Options
During fiscal 2020, 2019 and 2018, the Company granted 2.2 million, 19.4 million and 5.9 million nonqualified stock option awards, respectively. These options are accounted for using equity accounting whereby the share-based compensation expense is estimated and fixed at the grant date based on the estimated value of the options using the Black-Scholes valuation model.
During fiscal 2020, 2019 and 2018, the share-based compensation expense recognized on nonqualified stock options is based upon the fair value on the grant date estimated using the Black-Scholes valuation model with the following weighted-average assumptions:
202020192018
Expected life 7.4 years6.5 years7.5 years
Risk-free interest rate1.63%2.56%2.19%
Expected volatility41.67%40.73%36.03%
Expected dividend yield4.10%4.64%2.98%
Expected life—The expected life 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.
Expected volatility—The Company calculates expected volatility based on median volatility for peer companies using expected life daily stock price history equal to the expected life.
Expected dividend yield—The weighted-average expected dividend yield is based upon the Company’s expectation to pay dividends over the contractual term of the options.
Nonqualified stock options generally become exercisable 5 years from the date of the grant or on a graded vesting schedule where 60% of each award granted vests after three years, 20% of each award granted vests after four years and 20% of each award granted vests after five years. All grants expire 10 years from the date of the grant.
The Company’s outstanding nonqualified stock options as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
Weighted
Average
Remaining
Contractual
Term (in years)
Outstanding at July 1, 201927.9 $12.89 
Granted2.2 12.21 
Exercised(0.3)9.56 
Forfeited(11.8)12.79 
Outstanding at June 30, 202018.0 $12.93 
Vested and expected to vest at June 30, 202015.0 $12.75 $ 7.92
Exercisable at June 30, 20200.8 $10.24 $ 0.82
Of the 18.0 million stock options outstanding, 9.8 million vest on the fifth anniversary of the grant date and 8.2 million vest on a graded vesting schedule where 60% of each award granted vests after three years, 20% of each award granted vests after four years and 20% of each award granted vests after five years.
The grant prices of the outstanding options as of June 30, 2020 ranged from $8.25 to $20.42. The grant prices for exercisable options ranged from $9.20 to $10.50.
A summary of the aggregated weighted-average grant date fair value of stock options granted and total intrinsic value of stock options exercised for fiscal 2020, 2019 and 2018 is presented below:
202020192018
Weighted-average grant date fair value of stock options$3.41 $2.87 $4.87 
Intrinsic value of options exercised6.1 11.5 32.2 
The Company’s non-vested nonqualified stock options as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Weighted
Average
Grant Date
Fair Value
Non-vested at July 1, 201926.8 $3.72 
Granted2.2 3.41 
Forfeited(11.8)3.64 
Non-vested at June 30, 202017.2 $3.73 
The share-based compensation expense recognized on the nonqualified stock options is $3.6, $4.3 and $10.7 during fiscal 2020, 2019 and 2018, respectively.
Executive Ownership Programs
The Company encourages executive stock ownership through various programs. These programs govern shares of Class A Common Stock purchased by employees (“Purchased Shares”). Employees purchased 0.8 million, 1.4 million and 2.0 million shares in fiscal 2020, 2019 and 2018, respectively, and received matching nonqualified stock options or RSUs in accordance with the terms of the Compensation Plans under the Omnibus LTIP. There was no share-based compensation expense recorded in connection with Purchased Shares for fiscal 2020, 2019 and 2018. Additionally, share-based compensation expense recorded in connection with matching stock awards granted in accordance with the Compensation Plans are noted in their respective section of this footnote.
Series A and Series A-1 Preferred Stock
In addition to the Executive Ownership Programs discussed above, the Series A Preferred Stock are accounted for partially as equity and partially as a liability as of June 30, 2020, 2019 and 2018 and the Company recognized an (income) expense of $15.8, $(4.4) and $0.1 in fiscal 2020, 2019 and 2018, respectively. See Note 23—Equity and Convertible Preferred Stock for additional information.
On February 27, 2020, the Company agreed to repurchase 6.9 million shares of Series A-1 Preferred Stock from the former CEO for $18.3, which settled in cash during the fiscal 2020. The repurchase was treated as a modification of stock compensation awards’ vesting and settlement terms. The Company recorded an incremental expense of $18.3 related to the modification during the fiscal 2020.
In fiscal 2017, the Company granted Series A Preferred Stock that included cash bonus payments tied to the exercisability of the awards. Due to the addition of cash bonus payments in connection with the grant of Series A Preferred Stock to certain executives in fiscal 2017, the Company began estimating the fair value of the Series A Preferred Stock using a binomial lattice model to value the equity and cash bonus components of the combined instrument. The lattice structure the Company uses to value the awards consists of (i) a common stock lattice that models the possible stock price movements from the valuation date to the maturity date consistent with the stock price and estimated volatility on the valuation date; (ii) a share exchange lattice that calculates the value of the common stock received on conversion; (iii) a cash exchange lattice that calculates the value of the cash bonus; and (iv) a continuation value lattice that tracks the holding value of the combined instrument. In Fiscal 2019, the Company granted Series A-1 Preferred Stock with similar terms as previously granted Series A Preferred Stock and used the binomial lattice model to value the equity and cash bonus components of the combined instrument. The fair value of the Company’s outstanding Series A and Series A-1 Preferred Stock that are liability accounted were estimated with the following weighted-average assumptions.
202020192018
Expected life, in years 3.74 years4.97 years4.52 years
Expected volatility53.20%42.53%35.00%
Risk-free rate of return0.24%2.45%2.70%
Dividend yield on Class A Common Stock8.39%6.19%3.55%
Expected life, in years - The expected life represents the period of time (years) that Series A or Series A-1 Preferred Stock 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 Series A or Series A-1 Preferred Stock.
Expected volatility - The Company calculates expected volatility based on the average of historical and implied volatilities.
Risk-free rate of return - The Company bases the risk-free rate of return on the US Constant Maturity Treasury Rate.
Dividend yield on Class A Common Stock - The Company calculated the weighted-average dividend yield on shares using the annualized dividend rate calculated on the per share dividend paid quarterly and the stock price as of the valuation date.
Series A and Series A-1 Preferred Shares generally expire seven years from the date of the grant.
The Company’s outstanding Series A and Series A-1 Preferred Shares as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Weighted
Average
Exercise Price
Aggregate Intrinsic ValueWeighted Average Remaining Contractual Term (in years)
Outstanding at July 1, 20199.4 $11.47 
Forfeited(7.9)9.46 
Outstanding at June 30, 20201.5 22.10 
Vested and expected to vest at June 30, 20201.0 $22.39 $ 3.74
The Company’s non-vested shares of Series A and Series A-1 Preferred Stock as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Weighted
Average
Grant Date
Fair Value
Non-vested at July 1, 20198.4 $1.39 
Forfeited(7.9)3.72 
Non-vested at June 30, 20200.5 $3.55 
Restricted Share Units
On October 1, 2018, the Company’s Board of Directors approved a modification of the vesting schedules for certain RSUs granted during fiscal 2018, 2019 and 2020 to improve the Company’s ability to retain the affected employees, from five year cliff vesting to graded vesting where 60% of each award granted vests after three years, 20% of each award granted vests after four years and 20% of each award granted vests after five years. Five hundred sixty employees held outstanding awards subject to the October 1, 2018 modification. During the fiscal year ended June 30, 2020, the incremental stock based compensation expense resulting from the modification was offset by income from actual and expected forfeitures in the modified awards.
During fiscal 2020, 2019 and 2018, 6.2 million, 6.9 million and 3.7 million RSUs were granted under the Omnibus LTIP and 0.1 million, 0.1 million and 0.1 million RSUs were granted under the 2007 Stock Plan for Directors, respectively.
The Company’s outstanding RSUs as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Aggregate
Intrinsic
Value
Weighted
Average
Remaining
Contractual
Term
Outstanding at July 1, 201910.5 
Granted6.4 
Settled(1.4)
Cancelled(3.6)
Outstanding at June 30, 202011.9 
Vested and expected to vest at June 30, 202010.1 $45.4 2.16
The share-based compensation expense recorded in connection with the RSUs was $18.2, $11.8 and $19.6 during fiscal 2020, 2019 and 2018, respectively.
The Company’s outstanding and non-vested RSUs as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Weighted
Average
Grant Date
Fair Value
Outstanding and nonvested at July 1, 201910.2 $14.79 
Granted6.4 10.95 
Vested(1.4)21.41 
Cancelled(3.6)13.17 
Outstanding and nonvested at June 30, 202011.6 $12.48 

The total intrinsic value of RSUs vested and settled during fiscal 2020, 2019 and 2018 is $30.3, $11.1 and $12.5, respectively.
Restricted Stock
During fiscal 2020, 2.3 million restricted stock awards were granted under the Omnibus LTIP.
The Company’s outstanding Restricted Stock as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Aggregate
Intrinsic
Value
Weighted
Average
Remaining
Contractual
Term
Outstanding at July 1, 2019 
Granted2.3 
Settled(0.9)
Outstanding at June 30, 20201.4 
Vested and expected to vest at June 30, 20201.3 $ 1.88
The share-based compensation expense recorded in connection with the restricted stock was $4.6 during fiscal 2020.
The Company’s outstanding and non-vested restricted stock as of June 30, 2020 and activity during the fiscal year then ended are presented below:
Shares
(in millions)
Weighted
Average
Grant Date
Fair Value
Outstanding and nonvested at July 1, 2019 $ 
Granted2.3 5.08 
Vested(0.9)5.08 
Outstanding and nonvested at June 30, 20201.4 $5.08 
The total intrinsic value of Restricted Stock vested and settled during fiscal 2020 was $4.5.
Phantom Units
On July 21, 2015, the Board granted Mr. Becht, the Company’s former Chairman of the Board and interim CEO, an award of 300,000 phantom units, in consideration of Mr. Becht’s increased and continuing responsibilities as interim CEO 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. 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 Omnibus LTIP. 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 vest on the fifth anniversary of the grant date and, in the event of a change in control or Mr. Becht’s death or disability, the phantom units shall vest immediately. The Company recognized $8.0 of share-based compensation expense during the fiscal year ended June 30, 2016 as there are no service or performance conditions with respect to the phantom units.