SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS | SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS Cash Dividends For the year ended June 30, 2022, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.8836 per Common Share in the aggregate amount of $237.7 million, which we paid during the same period (year ended June 30, 2021 and 2020—$0.7770 and $0.6984 per Common Share, respectively, in the aggregate amount of $210.7 million and $188.7 million, respectively). Share Capital Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued. Treasury Stock From time to time we may provide funds to an independent agent to facilitate repurchases of our Common Shares in connection with the settlement of awards under the Long-Term Incentive Plans (LTIP) or other plans. During the year ended June 30, 2022, we repurchased 2,630,000 Common Shares on the open market at a cost of $111.6 million for potential settlement of awards under “Long-Term Incentive Plans” and “Restricted Share Units” or other plans as described below (year ended June 30, 2021 and 2020—1,455,088 and 300,000 Common Shares, respectively, at a cost of $64.8 million and $12.4 million, respectively). During the year ended June 30, 2022, we delivered to eligible participants 491,244 Common Shares that were purchased in the open market in connection with the settlement of awards and other plans (year ended June 30, 2021 and 2020—509,721 and 480,574 Common Shares, respectively). Share Repurchase Plan On November 5, 2020, the Board authorized a share repurchase plan (Fiscal 2021 Repurchase Plan), pursuant to which we were authorized to purchase in open market transactions, from time to time over the 12-month period commencing November 12, 2020, up to an aggregate of $350 million of our Common Shares. On November 4, 2021, the Board authorized a share repurchase plan (Fiscal 2022 Repurchase Plan), pursuant to which we may purchase in open market transactions, from time to time over the 12-month period commencing November 12, 2021, up to an aggregate of $350 million of our Common Shares. During the year ended June 30, 2022, we repurchased and cancelled 3,809,559 Common Shares for $177.0 million (year ended June 30, 2021—2,500,000 Common Shares for $119.1 million). Share repurchases during the year ended June 30, 2022 were completed under our share repurchase plans authorized on both November 5, 2020 and November 4, 2021. Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows: Year Ended June 30, 2022 2021 2020 Stock options $ 17,091 $ 15,639 $ 9,779 Performance Share Units (issued under LTIP) 13,844 9,898 5,997 Restricted Share Units (issued under LTIP) 7,799 7,358 5,943 Restricted Share Units (other) 20,859 10,561 174 Deferred Share Units (directors) 3,993 3,396 3,345 Employee Stock Purchase Plan 5,970 5,117 4,294 Total share-based compensation expense $ 69,556 $ 51,969 $ 29,532 No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented. We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. Stock Option Plans A summary of stock options outstanding under our 2004 Stock Option Plan is set forth below. All numbers shown in the chart below have been adjusted, where applicable, to account for the two-for-one stock splits that occurred on October 22, 2003, February 18, 2014 and January 24, 2017. 2004 Stock Option Plan Date of inception Oct-04 Eligibility Eligible employees, as determined by the Board of Directors Options granted to date 40,901,917 Options exercised to date (21,747,774) Options cancelled to date (10,333,481) Options outstanding 8,820,662 Termination grace periods Immediately “for cause”; 90 days for any other reason; 180 days due to death Vesting schedule 25% per year, unless otherwise specified Exercise price range $22.87 - $52.62 Expiration dates 7/31/2022 - 5/06/2029 Summary of Outstanding Stock Options The following table summarizes information regarding stock options outstanding at June 30, 2022: Options Outstanding Options Exercisable Range of Exercise Prices Number of options Outstanding as of June 30, 2022 Weighted Weighted Number of options Exercisable as of June 30, 2022 Weighted $ 22.87 — $ 34.48 922,957 1.77 $ 32.04 874,366 $ 31.92 34.49 — 38.30 1,008,083 3.42 36.10 787,583 35.65 38.31 — 39.51 1,172,130 3.98 38.97 595,272 39.06 39.52 — 42.95 695,603 4.29 40.64 286,359 40.52 42.96 — 44.72 1,037,000 6.61 44.45 — — 44.73 — 45.40 307,375 4.60 44.99 156,375 44.99 45.41 — 46.88 2,177,724 5.11 45.81 124,809 45.81 46.89 — 52.11 579,750 6.08 50.03 68,125 48.24 52.12 — 52.62 920,040 6.11 52.62 — — $ 22.87 — $ 52.62 8,820,662 4.68 $ 42.74 2,892,889 $ 36.94 As of June 30, 2022, an aggregate of 8,820,662 options to purchase Common Shares were outstanding and an additional 9,594,844 options to purchase Common Shares were available for issuance under our stock option plans. Our stock options generally vest over four years and expire between seven A summary of activity under our stock option plans for the year ended June 30, 2022 is as follows: Options Weighted- Weighted- Aggregate Intrinsic Value Outstanding at June 30, 2021 8,113,574 $ 40.16 4.88 $ 86,297 Granted 2,553,060 48.20 Exercised (949,645) 34.45 Forfeited or expired (896,327) 43.75 Outstanding at June 30, 2022 8,820,662 $ 42.74 4.68 $ 7,111 Exercisable at June 30, 2022 2,892,889 $ 36.94 3.10 $ 6,902 We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo pricing model, consistent with the provisions of ASC Topic 718, “Compensation—Stock Compensation” (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. For the periods indicated, the weighted-average fair value of options and weighted-average assumptions estimated under the Black-Scholes option-pricing model were as follows: Year Ended June 30, 2022 2021 2020 Weighted–average fair value of options granted $ 9.02 $ 8.45 $ 6.88 Weighted-average assumptions used: Expected volatility 26.39 % 26.26 % 22.63 % Risk–free interest rate 1.15 % 0.24 % 1.30 % Expected dividend yield 1.78 % 1.55 % 1.64 % Expected life (in years) 4.15 4.59 4.12 Forfeiture rate (based on historical rates) 7 % 7 % 7 % Average exercise share price $ 48.20 $ 45.76 $ 41.81 Performance Options During the year ended June 30, 2022, we granted no performance options (during the year ended June 30, 2021 and 2020, 750,000 and nil performance options, respectively). For the periods in which performance options were granted, as indicated, the weighted-average fair value of performance options and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows: Year Ended June 30, 2021 Weighted–average fair value of options granted $ 10.18 Derived service period (in years) 1.80 Weighted-average assumptions used: Expected volatility 28.00 % Risk–free interest rate 0.42 % Expected dividend yield 1.70 % Average exercise share price $ 45.81 Summary of Stock Options and Performance Options As of June 30, 2022, the total compensation cost related to the unvested stock option awards not yet recognized was $40.1 million, which will be recognized over a weighted-average period of 2.8 years. The aggregate intrinsic value of options exercised during the year ended June 30, 2022 was $17.0 million (year ended June 30, 2021 and 2020—$25.0 million and $26.6 million, respectively). For the year ended June 30, 2022, cash in the amount of $32.7 million was received as the result of the exercise of options granted under share-based payment arrangements (year ended June 30, 2021 and 2020—$49.6 million and $41.3 million, respectively). The tax benefit realized by us during the year ended June 30, 2022 from the exercise of options eligible for a tax deduction was $2.8 million (year ended June 30, 2021 and 2020—$2.3 million and $1.9 million, respectively). Long-Term Incentive Plans We incentivize certain eligible employees, in part, with long-term compensation pursuant to our LTIP. The LTIP is a rolling three-year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. RSUs become vested when an eligible employee remains employed throughout the vesting period. PSUs and RSUs granted under the LTIP have been measured at fair value as of the effective date, consistent with ASC Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value. Stock options granted under the LTIP have been measured using the Black-Scholes option-pricing model, consistent with ASC Topic 718. As of June 30, 2022, the total expected compensation cost related to the unvested LTIP awards not yet recognized was $35.0 million, which is expected to be recognized over a weighted average period of 1.9 years. LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants are referred to in this Annual Report on Form 10-K based upon the year in which the grants are expected to vest. LTIP 2021 Grants made in Fiscal 2019 under the LTIP (collectively referred to as LTIP 2021), consisting of PSUs and RSUs, took effect in Fiscal 2019 starting on August 6, 2018. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the LTIP 2021. We settled the LTIP 2021 awards by delivering to eligible participants 349,792 Common Shares that were purchased in the open market at a cost of $15.1 million. LTIP 2022 Grants made in Fiscal 2020 under the LTIP (collectively referred to as LTIP 2022), consisting of PSUs and RSUs, took effect in Fiscal 2020 starting on August 5, 2019. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the LTIP 2022. We expect to settle the LTIP 2022 awards in stock. LTIP 2023 Grants made in Fiscal 2021 under the LTIP (collectively referred to as LTIP 2023), consisting of PSUs and RSUs, took effect in Fiscal 2021 starting on August 10, 2020. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the LTIP 2023. We expect to settle the LTIP 2023 awards in stock. LTIP 2024 Grants made in Fiscal 2022 under the LTIP (collectively referred to as LTIP 2024), consisting of PSUs and RSUs, took effect in Fiscal 2022 starting on August 9, 2021. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the LTIP 2024. We expect to settle the LTIP 2024 awards in stock. Performance Share Units (Issued Under LTIP) A summary of activity under our performance share units issued under long-term incentive plans for the year ended June 30, 2022 is as follows: Units Weighted-Average Weighted- Aggregate Intrinsic Value Outstanding at June 30, 2021 688,462 $ 47.96 1.73 $ 34,974 Granted (1) 349,210 71.84 Vested (1) (145,134) 30.39 Forfeited or expired (79,601) 63.02 Outstanding at June 30, 2022 812,937 $ 61.29 1.89 $ 30,762 __________________________ (1) Performance share units are earned based on market conditions and the actual number of performance units earned, if any, is dependent upon performance and may range from 0 to 200 percent. Performance share units granted and vested excludes 27,576 shares related to the performance unit payout under the LTIP 2021 plan. For the periods indicated, the weighted-average fair value of PSUs issued under LTIP, and weighted-average assumptions estimated under the Monte Carlo pricing model were as follows: Year Ended June 30, 2022 2021 2020 Weighted–average fair value of performance share units granted $69.78 - $75.15 $44.56 - $61.67 $41.55 - $54.47 Weighted-average assumptions used: Expected volatility 28.00 % 28.00 % 21.00 % Risk–free interest rate 0.45% - 0.71% 0.15% - 0.24% 1.35% - 1.59% Expected dividend yield 1.70% - 1.80% 1.70 % 1.70 % Expected life (in years) 3.10 3.09 3.08 Forfeiture rate (based on historical rates) 7 % 7 % 7 % Weighted–average fair value of performance share units vested $ 30.39 $ 25.76 $ 23.88 Aggregate intrinsic value of performance share units vested ($ in ‘000’s) $ 10,370 $ 4,286 $ 2,685 As of June 30, 2022, the total expected compensation cost related to the unvested PSU awards not yet recognized was $23.0 million, which is expected to be recognized over a weighted average period of 1.9 years. We expect to settle PSU awards in stock. Restricted Share Units (Issued Under LTIP) A summary of activity under our restricted share units issued under long-term incentive plans for the year ended June 30, 2022 is as follows: Units Weighted-Average Weighted- Aggregate Intrinsic Value Outstanding at June 30, 2021 615,160 $ 39.93 1.67 $ 31,250 Granted 246,980 49.91 Vested (177,082) 37.36 Forfeited or expired (73,315) 44.59 Outstanding at June 30, 2022 611,743 $ 44.14 1.62 $ 23,148 For the periods indicated, the weighted-average fair value and aggregate intrinsic value of RSUs (issued under LTIP) were as follows: Year Ended June 30, 2022 2021 2020 Weighted–average fair value of restricted share units granted $ 49.91 $ 43.39 $ 37.34 Weighted–average fair value of restricted share units vested $ 37.36 $ 32.93 $ 29.98 Aggregate intrinsic value of restricted share units vested ($ in 000’s) $ 9,139 $ 7,832 $ 8,184 As of June 30, 2022, the total expected compensation cost related to the unvested RSU awards not yet recognized was $11.9 million, which is expected to be recognized over a weighted average period of 1.3 years. We expect to settle RSU awards in stock. Restricted Share Units (Other) In addition to the grants made in connection with the LTIP plans discussed above, from time to time, we may grant RSUs to certain employees in accordance with employment and other non-LTIP related agreements. During the year ended June 30, 2022, we granted RSUs through a special one-time grant for development, engagement and long-term retention to certain of our non-executive employees. RSUs (other) vest in tranches over a specified contract date, typically two A summary of activity under our restricted share units (other) issued for the year ended June 30, 2022 is as follows: Units Weighted-Average Weighted- Aggregate Intrinsic Value Outstanding at June 30, 2021 430,358 $ 45.73 2.50 $ 21,862 Granted 2,470,302 44.81 Vested (141,452) 45.73 Forfeited or expired (165,501) 45.05 Outstanding at June 30, 2022 2,593,707 $ 44.90 2.86 $ 98,146 For the periods indicated, the weighted-average fair value and intrinsic value of RSUs (other) were as follows: Year Ended June 30, 2022 2021 2020 Weighted–average fair value of restricted share units granted $ 44.81 $ 45.73 $ 46.29 Weighted–average fair value of restricted share units vested $ 45.73 $ — $ 34.31 Aggregate intrinsic value of restricted share units vested ($ in 000’s) $ 7,406 $ — $ 132 As of June 30, 2022, the total expected compensation cost related to the unvested RSU awards not yet recognized was $91.3 million, which is expected to be recognized over a weighted average period of 2.0 years. We expect to settle RSU awards in stock. During the year ended June 30, 2022, we delivered to eligible participants 141,452 Common Shares that were purchased in the open market in connection with the settlement of vested RSUs, at a cost of $5.9 million (year ended June 30, 2021 and 2020—nil and 3,334 Common Shares, respectively, with a cost of nil and $0.1 million). Deferred Share Units (DSUs) The deferred share units are granted to certain non-employee directors. DSUs are issued under our Deferred Share Unit Plan. DSUs granted as compensation for director fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board. A summary of activity under our deferred share units issued for the year ended June 30, 2022 is as follows: Units Weighted-Average Weighted- Aggregate Intrinsic Value Outstanding at June 30, 2021 (1) 806,363 $ 29.49 0.36 $ 40,963 Granted (2) 79,338 50.04 Outstanding at June 30, 2022 (2) 885,701 $ 31.49 0.36 $ 33,515 ______________________ (1) Includes 60,011 unvested DSUs. (2) Includes 55,520 unvested DSUs. For the periods indicated, the weighted-average fair value and intrinsic value of DSUs were as follows: Year Ended June 30, 2022 2021 2020 Weighted–average fair value of deferred share units granted $ 50.04 $ 40.15 $ 40.41 Weighted–average fair value of deferred share units vested $ 41.24 $ 41.48 $ 35.17 Aggregate intrinsic value of deferred share units vested ($ in 000’s) $ 4,133 $ 3,109 $ 3,929 During the year ended June 30, 2022, we did not deliver to any eligible participants any of our Common Shares that were purchased in the open market in connection with the settlement of vested DSUs (year ended June 30, 2021 and 2020—23,640 and nil Common Shares, respectively, with a cost of $1.1 million and nil, respectively). Employee Stock Purchase Plan (ESPP) Our ESPP offers employees the opportunity to purchase our Common Shares at a purchase price discount of 15%. During the year ended June 30, 2022, 931,036 Common Shares were eligible for issuance to employees enrolled in the ESPP (year ended June 30, 2021 and 2020—769,031 and 742,961 Common Shares, respectively). |