Stock-Based Compensation

The Company’s stock-based compensation expense for the three and nine months ended September 30, 2015 and 2014 included performance-based restricted stock units ("PRSUs"), non-qualified stock options, restricted stock units ("RSUs") and deferred stock units ("DSUs"). A summary of the Company’s stock-based compensation expense is presented below:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2015		2014		2015		2014
PRSU expense	$	3.0	$	1.6	$	10.4	$	1.8
Option expense	1.4		1.8		4.8		5.2
RSU/DSU expense	0.5		0.6		1.2		2.4
Total stock-based compensation expense	$	4.9	$	4.0	$	16.4	$	9.4

The Company recorded $0.9 million and $4.9 million of accelerated amortization associated with the transition of certain of the Company's former executive officers for the three and nine months ended September 30, 2015, respectively.

The Company recorded a $3.0 million benefit in the accompanying Condensed Consolidated Statements of Income for the nine months ended September 30, 2014, after re-evaluation of the probability of achieving certain financial goals related to PRSUs granted in 2013.

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options granted. The fair value of stock options granted was estimated using the Black-Scholes option pricing model with the following assumptions during the three and nine months ended September 30, 2015 and 2014:



	Three months ended		Nine months ended
	September 30,		September 30,
	2015	2014	2015	2014
Expected volatility range of stock	34.1% - 34.6%	N/A	34.1% - 36.2%	58.3% - 66.5%
Expected life of option, range in years	3 - 5	N/A	3 - 5	2 - 4
Risk-free interest range rate	1.0% - 1.5%	N/A	1.0% - 1.5%	0.4% - 1.2%
Expected dividend yield on stock	0.0% - 0.0%	N/A	0.0% -0.0%	0.6% - 0.7%

A summary of the Company’s PRSU activity and related information for the nine months ended September 30, 2015 is presented below:




(shares and aggregate intrinsic value in millions)	Number of Shares		Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value
Awards outstanding at December 31, 2014	0.28		$	53.45
Granted	0.95		67.86
Vested	—		—
Forfeited	(0.05	)	56.90
Awards outstanding at September 30, 2015	1.18		$	64.55	$	84.0

On September 4, 2015, in connection with the hiring of Scott L. Thompson as the new CEO, the Company and Mr. Thompson entered into an agreement by which the Company granted Mr. Thompson 620,000 PRSUs that vest if the Company achieves more than $650 million Adjusted EBITDA by 2017 (the "2017 Aspirational Plan PRSUs"). All of the 2017 Aspirational Plan PRSUs will vest in full if the Company achieves Adjusted EBITDA in 2017 greater than $650 million. In addition, if this target is not met in 2017 but the Company achieves more than $650 million in Adjusted EBITDA for 2018, then one-third of the total 2017 Aspirational Plan PRSUs will vest, and the remaining 2017 Aspirational Plan PRSUs will be forfeited. If the Company does not achieve more than $650 million of Adjusted EBITDA in either 2017 or 2018, then all of the 2017 Aspirational Plan PRSUs will be forfeited. Adjusted EBITDA is defined as the Company’s “Consolidated EBITDA” as such term is defined in the Company’s 2012 Credit Agreement.

The Company did not record any stock-based compensation expense related to the 2017 Aspirational Plan PRSUs during the three months ended September 30, 2015, as it is not considered probable as of this date that the Company will achieve the specified performance target as of December 31, 2017 or December 31, 2018. Based on the price of the Company’s common stock on the grant date, the total unrecognized compensation expense related to this award if the performance target is met for 2017 is $44.5 million, which would be expensed over the service period if it becomes probable of achieving the performance condition. The Company will continue to evaluate the probability of achieving the performance condition going forward and record the appropriate expense if necessary.

On October 26, 2015, the Company granted other certain senior executives a total of 720,000 2017 Aspirational Plan PRSUs with substantially the same terms as the 2017 Aspirational Plan PRSUs issued to the CEO as described above. The Company will evaluate the probability of achieving the performance condition going forward and record the appropriate expense if necessary.

The maximum number of shares to be awarded under the PRSUs granted during the nine months ended September 30, 2015 is as follows:



(shares in millions)
Number of Shares Granted	Maximum Number of Shares to be Awarded	Performance Date	Vesting Schedule
0.26	0.78	December 31, 2017	December 31, 2017
0.62	0.62	December 31, 2017⁽¹⁾	December 31, 2017⁽¹⁾
0.07	0.07	December 31, 2016	Three annual installments beginning on September 4, 2016



(1)	These shares will vest in full if the Company achieves the performance metric per the award agreement in 2017. In addition, if this target is not met in 2017 but the Company achieves the performance metric in 2018, then one-third, or 0.21 million, of the PRSUs will vest, and the remaining PRSUs shall be forfeited.

During the nine months ended September 30, 2015, there was no common stock issued from treasury stock as a result of PRSUs being earned.

A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2015 is presented below:




(shares and aggregate intrinsic value in millions)	Number of Shares		Weighted- Average Grant Date Fair Value		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Options outstanding December 31, 2014	2.84		$	24.18
Granted	0.76		62.80
Exercised	(1.20	)	13.98
Forfeited	(0.09	)	57.21
Options outstanding at September 30, 2015	2.31		$	40.72	6.53	$	67.5
Options exercisable at September 30, 2015	1.50		$	29.57	4.95	$	62.8

The aggregate intrinsic value of options exercised during the three and nine months ended September 30, 2015 was $17.3 million and $59.2 million, respectively.

A summary of the Company’s RSU and DSU activity and related information for the nine months ended September 30, 2015 is presented below:




(shares and aggregate intrinsic value in millions)	Number of Shares		Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value
Awards outstanding at December 31, 2014	0.11		$	50.41
Granted	0.13		70.43
Released	(0.07	)	58.73
Forfeited	0.00		49.63
Awards outstanding at September 30, 2015	0.17		$	66.38	$	12.0

RSUs granted during the nine months ended September 30, 2015 will vest over three years. DSUs granted during the nine months ended September 30, 2015 will vest over one year.

The aggregate intrinsic value of common stock underlying RSUs issued from treasury stock during the three and nine months ended September 30, 2015 was $0.3 million and $4.0 million, respectively.

A summary of total unrecognized stock-based compensation expense based on current performance estimates related to the PRSUs, options, RSUs and DSUs granted during the nine months ended September 30, 2015 is presented below:




($ in millions)	September 30, 2015		Weighted Average Remaining Vesting Period (Years)
Unrecognized stock option expense	$	10.4	2.70 years
Unrecognized PRSU expense	12.9		2.51 years
Unrecognized RSU/DSU expense	8.8		2.80 years
Total unrecognized stock-based compensation expense	$	32.1	2.65 years