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Treasury Stock and Share-Based Awards | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Treasury Stock and Share-Based Awards | 10. Treasury Stock and Share-Based Awards Treasury Stock - Holdings Treasury stock represents shares of common stock repurchased by Holdings and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of Holdings’ treasury stock activity for the nine months ended September 30, 2024:
|  | Number of |  |  |  |
|  | Treasury |  |  |  |
|  | Shares |  |  | Cost |
Balance at January 1, 2024 |  |  | 6.00 |  |  | $ | 98.3 |
Restricted stock withholdings (1) |  |  | 0.27 |  |  |  | 4.4 |
Restricted stock forfeitures (2) |  |  | 0.05 |  |  |  | — |
Balance at September 30, 2024 |  |  | 6.32 |  |  | $ | 102.7 |
(1) Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting of restricted stock and performance stock units. Holdings determined the number of shares to be withheld based upon market values of the common stock of Holdings on the vesting dates, which ranged from $13.93 to $21.42 per share. (2) Holdings repurchased forfeited restricted shares at a cost of $0.001 per share in accordance with its Long-Term Incentive Plan. As of September 30, 2024, Holdings had no plans to retire any shares of treasury stock. Restricted Stock Below is a summary of restricted stock activity for the nine months ended September 30, 2024:
|  | Shares of |  |  | Weighted Average |
|  | Restricted |  |  | Grant Date |
|  | Stock |  |  | Fair Value |
Outstanding at January 1, 2024 |  |  | 2.35 |  |  | $ | 15.67 |
Granted |  |  | 0.97 |  |  |  | 16.57 |
Vested |  |  | (0.89 | ) |  |  | 15.95 |
Forfeited |  |  | (0.05 | ) |  |  | 14.89 |
Outstanding and unvested at September 30, 2024 |  |  | 2.38 |  |  | $ | 15.95 |
During the nine months ended September 30, 2024, Holdings granted 1.0 shares of its restricted stock to its directors and certain CUSA employees. The fair value of the restricted stock granted was determined based on the closing price of Holdings' common stock on the grant dates, which ranged from $16.43 to $18.33 per share. Holdings assumed forfeiture rates for the restricted stock awards that ranged from 0% to 10%. The restricted stock granted during the nine months ended September 30, 2024 vests over periods ranging from one to three years. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period. Below is a summary of restricted stock award activity recorded for the periods indicated.
|  | Nine Months Ended September 30, |
|  | 2024 |  |  | 2023 |
Compensation expense recognized during the period: |  |  |  |  |  |
CUSA employees (1) |  | $ | 12.3 |  |  | $ | 11.6 |
Holdings directors |  |  | 1.0 |  |  |  | 0.9 |
Total recognized by Holdings |  | $ | 13.3 |  |  | $ | 12.5 |
Fair value of restricted stock that vested during the period: |  |  |  |  |  |
CUSA employees |  | $ | 13.4 |  |  | $ | 8.1 |
Holdings directors |  |  | 1.4 |  |  |  | 1.3 |
Holdings total |  | $ | 14.8 |  |  | $ | 9.4 |
Income tax benefit related to vested restricted stock: |  |  |  |  |  |
CUSA employees |  | $ | 1.8 |  |  | $ | 0.6 |
Holdings directors |  |  | 0.3 |  |  |  | 0.3 |
Holdings total income tax benefit |  | $ | 2.1 |  |  | $ | 0.9 |
(1) Compensation expense for the nine months ended September 30, 2024 includes approximately $0.6 related to a portion of the short-term field incentive compensation plan for 2024 to be settled in restricted stock. As of September 30, 2024, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was as follows:
|  | Estimated |
|  | Remaining |
|  | Expense |
CUSA employees (1) |  | $ | 19.1 |
Holdings directors |  |  | 1.0 |
Total remaining - Holdings (1) |  | $ | 20.1 |
(1) The weighted average period over which this remaining compensation expense will be recognized by both Holdings and CUSA is approximately 1.5 years. Performance Stock Units During the nine months ended September 30, 2024, Holdings granted performance awards to certain CUSA employees in the form of performance stock units (“PSU”). Each PSU that vests will result in the issuance of one share of Holdings’ common stock. The maximum number of shares issuable under the performance awards granted during 2024 is approximately 1.15 shares of Holdings' common stock. The grant date fair value for the units issued was determined based on the closing price of Holdings' common stock on the date of grant, which was $16.43 per share. The performance metrics for these performance awards are based upon three-year aggregate consolidated Adjusted EBITDA and consolidated cash flows, and payout levels are determined based upon the achievement of pre-established criteria for these metrics as defined in the award agreement. Based upon the terms of the award agreement, PSUs vest based on a combination of performance factors and continued service. The performance measurement period for the PSUs is the three-year period ended December 31, 2026 and the service period ends on February 19, 2027. Below is a summary of the performance metrics and measurement period for these performance awards:
Stock units that vest if performance metrics meet the target level |  | 0.57 PSUs
Stock units that vest if performance metrics meet the threshold level (50% of target) |  | 0.28 PSUs
Stock units that vest if performance metrics meet the maximum level (200% of target) |  | 1.15 PSUs
Performance Measurement Period |  | Three years
Service Period |  | Third anniversary of grant date
Most likely performance metrics outcome estimated to be achieved at the time performance stock units were issued |  | Target
Assumed forfeiture rate for performance stock unit awards |  | 5%
Below is a summary of all performance stock unit activity for the periods presented:
|  | Nine Months Ended September 30, |
|  | 2024 |  |  | 2023 |
Number of performance stock units that vested during the period |  |  | 0.1 |  |  |  | 0.1 |
Fair value of performance stock units that vested during the period |  | $ | 2.1 |  |  | $ | 1.5 |
Accumulated dividends paid upon vesting of performance stock units |  | $ | 0.1 |  |  | $ | 0.2 |
Compensation expense recognized during the period (1) |  | $ | 10.8 |  |  | $ | 6.4 |
Income tax expense related to performance stock units |  | $ | (1.2 | ) |  | $ | (0.5 | )
(1) Compensation expense for the nine months ended September 30, 2024 includes approximately $2.8 related to a change in the most likely performance metrics outcome estimated to be achieved for the 2023 and 2024 grants. As of September 30, 2024, the estimated remaining unrecognized compensation expense related to outstanding performance stock units was $18.4. The weighted average period over which this remaining compensation expense will be recognized is approximately 1.4 years. As of September 30, 2024, Holdings had performance stock units outstanding that represented a total of approximately 2.7 hypothetical shares of common stock, net of estimated forfeitures, reflecting the actual certified performance level for performance stock units granted during 2022, an estimated performance level just below the maximum performance level for the 2023 grants and an estimated performance level slightly above the target performance level for the 2024 grants.

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