午夜寻花

Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.5.0.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2016
Share-based Compensation [Abstract]
Stock-Based Compensation

(3)听听听Stock-Based Compensation

午夜寻花 grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units and stock options to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options and restricted stock) based on the grant-date fair value of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

In connection with the Recapitalization, all outstanding Awards with respect to 午夜寻花 common stock (鈥溛缫寡盎 Awards鈥) were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that a holder of a 午夜寻花 Award received new corresponding equity awards relating to shares of one or more of 午夜寻花 SiriusXM common stock (a 鈥溛缫寡盎 Sirius XM Award鈥), 午夜寻花 Braves common stock (a 鈥溛缫寡盎 Braves Award鈥) and 午夜寻花 Media common stock (a 鈥溛缫寡盎 Media Award鈥) (collectively, the 鈥淎djusted 午夜寻花 Awards鈥).

The exercise prices and number of shares subject to the Adjusted 午夜寻花 Awards were determined based on 1) the exercise prices and number of shares subject to the 午夜寻花 Award, 2) the distribution ratios, 3) the pre-Recapitalization trading price of 午夜寻花 common stock and 4) the post-Recapitalization trading prices of 午夜寻花 SiriusXM common stock, 午夜寻花 Braves common stock and 午夜寻花 Media common stock, such that all of the pre-Recapitalization value of the 午夜寻花 Awards was allocated among the Adjusted 午夜寻花 Awards.

Included in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation, a portion of which relates to SIRIUS XM, as discussed below:

Three months ended听

Six months ended

June 30,

June 30,

听听听听

2016

听听听听

2015

听听听听

2016

听听听听

2015

(amounts听in听millions)

Cost of subscriber services:

Programming and content

$

4

4

8

8

Customer service and billing

1

2

2

3

Other

1

2

2

4

Other operating expense

3

4

6

8

Selling, general and administrative

25

35

50

68

$

34

47

68

91

In connection with our CEO鈥檚 employment agreement, 午夜寻花 granted approximately 775 thousand options of Series C 午夜寻花 common stock and 39 thousand performance-based restricted stock units of Series C 午夜寻花 common stock. Such options and restricted stock units had a grant-date fair value of $8.91 per share and $37.76 per share, respectively. These options mainly vest on December 31, 2016, and the performance-based restricted stock units cliff vest in one year, subject to satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. As the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The value of the grant is remeasured at each reporting period.

Also during the six months endedJune 30, 2016, 午夜寻花 granted 84 thousand, 346 thousand and 32 thousand options to purchase shares of Series C common stock of 午夜寻花 Media, 午夜寻花 SiriusXM and 午夜寻花 Braves, respectively. Such options had a weighted average grant-date fair value (鈥淕DFV鈥) of $4.50, 听$7.45 and $3.56 per share, respectively, and each grant vests 50% each on December 31, 2019 and 2020. 听 听

The Company did not grant anyoptions to purchase SeriesA or SeriesB of 午夜寻花 Media, 午夜寻花 SiriusXM or 午夜寻花 Braves common stock during the six months endedJune 30, 2016. 听

午夜寻花 calculates the GDFV for all of its equity classified awards and the subsequent remeasurement of its liability classified and certain performance-based awards using the Black-Scholes Model. 午夜寻花 estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of 午夜寻花 common stock and the implied volatility of publicly traded 午夜寻花 options. 午夜寻花 uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject Awards.

午夜寻花鈥擮utstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") of Awards to purchase 午夜寻花 common stock granted to certain officers, employees and directors of the Company and certain Awards of employees of Starz.

午夜寻花 Media

Series听A

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

Awards听(000's)

WAEP

life

(millions)

Outstanding at January听1, 2016

2,360

$

23.36

Granted

听鈥

$

听鈥

Exercised

(162)

$

22.47

Forfeited/Cancelled

听鈥

$

听鈥

Recapitalization adjustment

(1,682)

$

10.64

Outstanding at June 30, 2016

516

$

11.56

2.8

years

$

4

Exercisable at June 30, 2016

496

$

11.52

2.7

years

$

4

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

Awards听(000's)

WAEP

life

(millions)

Outstanding at January听1, 2016

10,613

$

30.09

Granted

869

$

35.87

Exercised

(381)

$

22.19

Forfeited/Cancelled

(1)

$

36.95

Recapitalization adjustment

(8,351)

$

14.08

Outstanding at June 30, 2016

2,749

$

14.88

4.9

years

$

11

Exercisable at June 30, 2016

1,157

$

11.99

3.1

years

$

8

午夜寻花 SiriusXM

Series听A

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

Awards听(000's)

WAEP

life

(millions)

Outstanding at January听1, 2016

听鈥

$

听鈥

Recapitalization adjustment

2,235

$

19.33

Granted

听鈥

$

听鈥

Exercised

(46)

$

18.15

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at June 30, 2016

2,189

$

19.35

2.7

years

$

26

Exercisable at June 30, 2016

2,105

$

19.25

2.6

years

$

25

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

Awards听(000's)

WAEP

life

(millions)

Outstanding at January听1, 2016

听鈥

$

听鈥

Recapitalization adjustment

11,154

$

25.34

Granted

346

$

31.66

Exercised

(71)

$

18.93

Forfeited/Cancelled

(1)

$

28.27

Outstanding at June 30, 2016

11,428

$

25.57

4.8

years

$

63

Exercisable at June 30, 2016

4,940

$

20.57

3.1

years

$

51

午夜寻花 Braves

Series听A

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

Awards听(000's)

WAEP

life

(millions)

Outstanding at January听1, 2016

听鈥

$

听鈥

Recapitalization adjustment

207

$

11.30

Granted

听鈥

$

听鈥

Exercised

(10)

$

11.42

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at June 30, 2016

197

$

11.30

2.8

years

$

1

Exercisable at June 30, 2016

190

$

11.26

2.7

years

$

1

Series听C

听听听听

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

午夜寻花

remaining

value

Awards听(000's)

WAEP

life

(millions)

Outstanding at January听1, 2016

听鈥

$

听鈥

Recapitalization adjustment

1,071

$

14.74

Granted

32

$

15.11

Exercised

(20)

$

11.19

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at June 30, 2016

1,083

$

14.82

4.9

years

$

1

Exercisable at June 30, 2016

447

$

12.02

3.2

years

$

1

As of June 30, 2016, the total unrecognized compensation cost related to unvested Awards was approximately $61 million.听听Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.5听years.

As of June 30, 2016, 午夜寻花 reserved 3.3 million, 13.6 million and 1.3 million shares of Series A and Series C common stock of 午夜寻花 Media, 午夜寻花 SiriusXM and 午夜寻花 Braves, respectively, for issuance under exercise privileges of outstanding stock Awards.

SIRIUS XM - Stock-based Compensation

SIRIUS XM granted various types of stock awards to its employees and members of its board of directors during the six months endedJune 30, 2016. As of June 30, 2016, SIRIUS XM has approximately 339 million options outstanding of which approximately 114 million are exercisable, each with a weighted-average exercise price per share of $3.32 and $2.47, respectively. The aggregate intrinsic value of SIRIUS XM options outstanding and exercisable as of June 30, 2016 is $217 million and $168 million, respectively. The stock-based compensation expense related to SIRIUS XM was $24 million and $37 million for the three months endedJune 30, 2016 and 2015, respectively, and $48 million and $74 million for the six months endedJune 30, 2016 and 2015, respectively. As of June 30, 2016, the total unrecognized compensation cost related to unvested SIRIUS XM stock options and restricted stock units was $211 million. The SIRIUS XM unrecognized compensation cost will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.4听years.