NOTE 3: STOCK-BASED COMPENSATION

DeVry Group maintains four stock-based incentive plans: the 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan, the Amended and Restated Incentive Plan of 2005 and the Second Amended and Restated Incentive Plan of 2013. Under these plans, directors, key executives and managerial employees are eligible to receive incentive stock or nonqualified options to purchase shares of DeVry Group’s common stock. The Second Amended and Restated Incentive Plan of 2013 and the Amended and Restated Incentive Plan of 2005 also permit the granting of stock appreciation rights, RSUs, performance stock and other stock and cash-based compensation. Although options remain outstanding under the 1999, 2003 and 2005 incentive plans, no further stock-based grants will be issued from these plans. The Second Amended and Restated Incentive Plan of 2013 and the Amended and Restated Incentive Plan of 2005 are administered by the Compensation Committee of the Board. Options are granted for terms of up to ten years and can vest immediately or over periods of up to five years. The requisite service period is equal to the vesting period. The option price under the plans is the fair market value of the shares on the date of the grant.

DeVry Group accounts for stock-based compensation granted to retirement eligible employees that fully vests upon an employee’s retirement under the non-substantive vesting period approach. Under this approach, the entire compensation cost is recognized at the grant date for stock-based grants issued to retirement eligible employees.

For non-retirement eligible employees, stock-based compensation cost is measured at grant date based on the fair value of the award, and is recognized as expense over the employee requisite service period, reduced by an estimated forfeiture rate.

At March 31, 2016, 7,866,772 authorized but unissued shares of common stock were reserved for issuance under DeVry Group’s stock-based incentive plans.

The following is a summary of options activity for the nine months ended March 31, 2016:

					Weighted
			Weighted		Average		Aggregate
			Average		Remaining		Intrinsic
	Options		Exercise		Contractual		Value
	Outstanding		Price		Life (in Years)		(in thousands)
Outstanding at July 1, 2015		3,148,087	$	34.86
Options Granted		416,000		26.23
Options Exercised		(19,761)		20.29
Options Forfeited		(16,185)		24.46
Options Expired		(50,369)		35.91
Outstanding at March 31, 2016		3,477,772		33.91		5.41	$	-
Exercisable at March 31, 2016		2,461,089	$	36.15		4.25	$	-

The following is a summary of stock appreciation rights activity for the nine months ended March 31, 2016:

					Weighted
	Stock		Weighted		Average		Aggregate
	Appreciation		Average		Remaining		Intrinsic
	Rights		Exercise		Contractual		Value
	Outstanding		Price		Life (in Years)		(in thousands)
Outstanding at July 1, 2015		118,065	$	42.74
Rights Granted		-		-
Rights Exercised		-		-
Rights Canceled		-		-
Outstanding at March 31, 2016		118,065		42.74		3.95	$	-
Exercisable at March 31, 2016		113,444	$	43.25		3.69	$	-

The total intrinsic value of options exercised for the nine months ended March 31, 2016 and 2015 was $0.1 million and $4.1 million, respectively.

The fair value of DeVry Group’s stock option awards was estimated using a binomial model. This model uses historical cancelation and exercise experience of DeVry Group to determine the option value. It also takes into account the illiquid nature of employee options during the vesting period.

The weighted average estimated grant date fair values for options granted at market price under DeVry Group’s stock-based incentive plans during the first nine months of fiscal years 2016 and 2015 were $10.17 and $17.94, per share, respectively. The fair value of DeVry Group’s stock option grants were estimated assuming the following weighted average assumptions:

	Fiscal Year
	2016			2015
Expected Life (in Years)		6.78			6.73
Expected Volatility		41.35	%		42.04	%
Risk-free Interest Rate		1.85	%		2.03	%
Dividend Yield		1.01	%		1.03	%
Pre-vesting Forfeiture Rate		3.00	%		3.00	%

The expected life of the options granted is based on the weighted average exercise life with age and salary adjustment factors from historical exercise behavior. DeVry Group’s expected volatility is computed by combining and weighting the implied market volatility, the most recent volatility over the expected life of the option grant and DeVry Group’s long-term historical volatility. The pre-vesting forfeiture rate is based on DeVry Group’s historical stock option forfeiture experience.

If factors change and different assumptions are employed in the valuation of stock-based grants in future periods, the stock-based compensation expense that DeVry Group records may differ significantly from what was recorded in previous periods.

During the first nine months of fiscal year 2016, DeVry Group granted 603,410 RSUs to selected employees and directors. Of these, 184,780 are performance-based RSUs which are earned by the recipients over a three-year period based on achievement of certain academic goals when a minimum level of DeVry Group return on invested capital is attained. The remaining 418,630 RSUs and all other previously granted RSUs of non-performance-based RSUs are subject to restrictions which lapse ratably over one, three and four-year periods on the grant anniversary date based on the recipient’s continued service on the Board or employment with DeVry Group or upon retirement. During the restriction period, the recipient of the non-performance based RSUs shall have the right to receive dividend equivalents. This right does not pertain to the performance-based RSUs. RSUs are settled upon vesting in shares of common stock on a one-for-one basis. The following is a summary of RSUs activity for the nine months ended March 31, 2016:

			Weighted
	Restricted		Average
	Stock Units		Grant Date
	Outstanding		Fair Value
Nonvested at July 1, 2015		1,013,140	$	30.42
RSUs Granted		603,410		25.84
RSUs Vested		(373,925)		28.01
RSUs Forfeited		(75,559)		25.52
Nonvested at March 31, 2016		1,167,066	$	29.14

The weighted average estimated grant date fair values for RSUs granted at market price under DeVry Group’s stock-based incentive plans during the first nine months of fiscal years 2016 and 2015 were $25.84 and $43.67, per share, respectively.

The following table shows total stock-based compensation expense included in the Consolidated Statements of Income (in thousands):

	For the Three Months Ended				For the Nine Months Ended
	March 31,				March 31,
	2016		2015		2016			2015
Cost of Educational Services	$	1,209	$	1,249	$	4,477	$	4,299
Student Services and Administrative Expense		2,568		2,655		9,512		9,136
		3,777		3,904		13,989		13,435
Income Tax Benefit		(1,439)		(1,403)		(5,157)		(4,862)
Net Stock-Based Compensation Expense	$	2,338	$	2,501	$	8,832	$	8,573

As of March 31, 2016, $24.5 million of total pre-tax unrecognized compensation costs related to non-vested grants is expected to be recognized over a weighted average period of 2.3 years. The total fair value of options and RSUs vested during the nine months ended March 31, 2016 and 2015 was $15.9 million and $18.0 million, respectively.

There were no capitalized stock-based compensation costs at March 31, 2016 and 2015.

DeVry Group has an established practice of issuing new shares of common stock to satisfy share option exercises. However, DeVry Group also may issue treasury shares to satisfy option exercises under certain of its stock-based incentive plans.