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Share-Based Compensation | 9 Months Ended
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Feb. 28, 2013
Share-Based Compensation | 11. SHARE-BASED COMPENSATION We have adopted stock incentive plans and other arrangements pursuant to which our Board of Directors (the “Board”) may grant stock options, restricted stock, stock units, stock appreciation rights, common stock or performance awards to officers, directors and key employees. At February 28, 2013, there were approximately 1.4 million stock options, restricted stock units and performance awards outstanding to officers, directors and key employees. The exercise price, terms and other conditions applicable to each form of share-based compensation under our plans is generally determined by the Compensation Committee of our Board at the time of grant and may vary. Our share-based payments consist primarily of stock options, stock units, common stock and performance awards. The governance of our share-based compensation does not directly limit the number of future awards. There are 7,020,000 shares cumulatively authorized to be issued under our stock incentive plans. Shares issued in connection with our share-based compensation are issued out of authorized but unissued common stock. Compensation expense related to share-based compensation totaled $3.0 million and $3.5 million for the nine months ended February 28, 2013 and February 29, 2012, respectively. The tax benefit related to share-based compensation was $3.0 million and $1.2 million for the nine months ended February 28, 2013 and February 29, 2012, respectively. At February 28, 2013, $8.7 million of unrecognized compensation expense related to share-based compensation is expected to be recognized over a remaining weighted-average period of 2.9 years. We determine the fair value of each stock option at the grant date using a Black-Scholes model and recognize the resulting expense of our stock option awards over the period during which an employee is required to provide services in exchange for the awards, usually the vesting period. There was no compensation expense related to stock options for the nine months ended February 28, 2013. Compensation expense related to stock options was $0.8 million for the nine months ended February 29, 2012. Our options typically vest in equal annual installments over a four year service period. Expense related to an option grant is recognized on a straight line basis over the specified vesting period for those options. Stock options generally have a ten year term. Transactions involving our stock options during the nine months ended February 28, 2013 and February 29, 2012 are summarized below:
|  | Nine months Ended February 28, 2013 |  |  | Nine Months Ended February 29, 2012 |
|  | (unaudited) |  |  | (unaudited) |
|  | No. of Options |  |  | Weighted Average Exercise Price |  |  | No. of Options |  |  | Weighted Average Exercise Price |
|  | (in thousands) |  |  |  |  |  | (in thousands) |  |  |  |
Shares under option, beginning of period |  |  | 1,562 |  |  | $ | 18.95 |  |  |  | 1,856 |  |  | $ | 17.81 |
Changes during the period: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Exercised |  |  | (508 | ) |  | $ | 16.23 |  |  |  | (217 | ) |  | $ | 10.27 |
Cancelled |  |  | — |  |  | $ | — |  |  |  | (2 | ) |  | $ | 30.33 |
Expired |  |  | — |  |  | $ | — |  |  |  | (10 | ) |  | $ | 30.33 |
Shares under option, end of period |  |  | 1,054 |  |  | $ | 20.25 |  |  |  | 1,627 |  |  | $ | 18.73 |
Exercisable at end of period |  |  | 1,054 |  |  | $ | 20.25 |  |  |  | 1,623 |  |  | $ | 18.70 |
Options exercisable at February 28, 2013 had a weighted-average remaining contractual life of 3.7 years. For total options outstanding at February 28, 2013, the range of exercise prices and remaining contractual lives are as follows (unaudited):
Range of Prices |  | No. of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Life |
|  | (in thousands) |  |  |  |  |  | (in years) |
$6.42 to $9.62 |  |  | 122 |  |  | $ | 8.92 |  |  |  | 2.2 |
$9.63 to $12.82 |  |  | 157 |  |  | $ | 11.10 |  |  |  | 2.9 |
$12.83 to $16.03 |  |  | 308 |  |  | $ | 14.56 |  |  |  | 3.3 |
$16.04 to $32.05 |  |  | 467 |  |  | $ | 30.05 |  |  |  | 4.6 |
|  |  | 1,054 |  |  | $ | 20.25 |  |  |  | 3.7 |
Stock units are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each stock unit based on the market price on the date of grant. Stock units generally vest in annual installments over four years and the expense associated with the units is recognized over the same vesting period. We also grant common stock to our directors which typically vest immediately. Compensation expense related to stock units and director stock grants totaled $2.6 million and $2.3 million for the nine months ended February 28, 2013 and February 29, 2012, respectively. Transactions involving our stock units and director stock grants during the nine months ended February 28, 2013 and February 29, 2012 are summarized below:
|  | Nine Months Ended February 28, 2013 |  |  | Nine Months Ended February 29, 2012 |
|  | (unaudited) |  |  | (unaudited) |
|  | No. of Stock Units |  |  | Weighted Average Fair Value |  |  | No. of Stock Units |  |  | Weighted Average Fair Value |
|  | (in thousands) |  |  |  |  |  | (in thousands) |  |  |  |
Stock and stock units, beginning of period |  |  | 342 |  |  | $ | 21.73 |  |  |  | 310 |  |  | $ | 19.80 |
Changes during the period: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 141 |  |  | $ | 32.81 |  |  |  | 159 |  |  | $ | 24.78 |
Vested and settled |  |  | (142 | ) |  | $ | 22.54 |  |  |  | (119 | ) |  | $ | 20.80 |
Cancelled |  |  | (8 | ) |  | $ | 22.40 |  |  |  | (5 | ) |  | $ | 21.19 |
Stock and stock units, end of period |  |  | 333 |  |  | $ | 26.07 |  |  |  | 345 |  |  | $ | 21.73 |
Performance awards are settled with common stock upon vesting unless it is not legally feasible to issue shares, in which case the value of the award is settled in cash. We determine the fair value of each performance award based on the market price on the date of grant. Performance awards granted to our Chairman of our Board vest over the longer of four years or the achievement of performance goals based upon our future results of operations. Compensation expense related to performance awards totaled $0.4 million for the nine months ended February 28, 2013 and February 29, 2012. Transactions involving our performance awards during the nine months ended February 28, 2013 and February 29, 2012 are summarized below:
|  | Nine Months Ended February 28, 2013 |  |  | Nine Months Ended February 29, 2012 |
|  | (unaudited) |  |  | (unaudited) |
|  | No. of Performance Awards |  |  | Weighted Average Fair Value |  |  | No. of Performance Awards |  |  | Weighted Average Fair Value |
|  | (in thousands) |  |  |  |  |  | (in thousands) |  |  |  |
Performance awards, beginning of period |  |  | 65 |  |  | $ | 21.86 |  |  |  | 61 |  |  | $ | 20.33 |
Changes during the period: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Granted |  |  | 19 |  |  | $ | 32.89 |  |  |  | 24 |  |  | $ | 25.16 |
Vested and settled |  |  | (27 | ) |  | $ | 22.04 |  |  |  | (20 | ) |  | $ | 21.14 |
Cancelled |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
Performance awards, end of period |  |  | 57 |  |  | $ | 25.45 |  |  |  | 65 |  |  | $ | 21.86 |

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 93-6 -Paragraph 53 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 123R -Paragraph 64, 65, A240 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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