jvid视频

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.10.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2018
Stock-Based Compensation
Stock-Based Compensation

(14)听听Stock-Based Compensation

Liberty鈥擨ncentive Plans

Pursuant to the jvid视频 2017 Omnibus Incentive Plan (the 鈥2017 Plan鈥), the company may grant Awards to purchase shares of Series听A, Series听B and Series听C jvid视频 common stock. The 2017 Plan provides for Awards to be made in respect of a maximum of 50.0听million shares of jvid视频 common stock. Awards generally vest over 1-5 years and have a term of 7-10 years. Liberty issues new shares upon exercise of equity 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 (鈥淕DFV鈥) 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).

In connection with the Recapitalization during 2016, all outstanding Awards with respect to jvid视频 common stock (鈥淟iberty 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 Liberty Award received new corresponding equity awards relating to shares of one or more series of Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Formula One common stock (collectively, the 鈥淎djusted Liberty Awards鈥).

All of the pre-Recapitalization value of the Liberty Awards was allocated among the Adjusted Liberty Awards.

Liberty鈥擥rants of stock options

Awards granted in 2018, 听2017 and 2016 are summarized as follows:

Years听ended听December听31,

2018

2017

2016

Options

Weighted

Options

Weighted

Options

Weighted

granted

average

granted

average

granted

average

(000's)

GDFV

(000's)

GDFV

(000's)

GDFV

Series听C jvid视频 common stock, Liberty employees and directors (1)

NA

NA

NA

NA

10

$

8.33

Series听C jvid视频 common stock, Liberty CEO (2)

NA

NA

NA

NA

775

$

8.91

Series听C Liberty SiriusXM common stock, Liberty employees and directors (1)

33

$

11.09

263

$

10.39

415

$

7.50

Series听C Liberty SiriusXM common stock, Liberty CEO (3)

633

$

11.56

920

$

8.50

NA

NA

Series听C Liberty Formula One common stock, Liberty employees and directors (1)

21

$

8.99

153

$

9.42

101

$

4.89

Series听C Liberty Formula One common stock, Liberty CEO (3)

139

$

8.80

171

$

8.96

NA

NA

Series听C Liberty Formula One common stock, Formula 1 employees (4)

1,888

$

8.64

2,015

$

8.16

NA

NA

Series听C Liberty Braves common stock, Liberty employees and directors (1)

听5

$

7.14

35

$

6.14

41

$

3.79

Series听C Liberty Braves common stock, Liberty CEO (3)

46

$

6.44

149

$

6.02

NA

NA


(1)

Mainly vests between three and five years for employees and in one year for directors.

(2)

Grant mainly cliff vested in December 2016 and was made in connection with the CEO鈥檚 employment agreement.

(3)

Grants in 2017 mainly cliff vested in December 2017. Grants in 2018 cliff vested in December 2018 and were made in connection with the CEO鈥檚 employment agreement.

(4)

Vest monthly over one year.

In addition to the stock option grants to the Liberty CEO, and in connection with his employment agreement, Liberty granted performance-based restricted stock units (鈥淩SUs鈥). During the years ended December听31, 2018 and 2017, Liberty granted 86 thousand and 50 thousand RSUs, respectively, of Series听C Liberty Formula One common stock. Such RSUs had a GDFV of $31.99 per share and $33.92 per share, respectively. During the year ended December 31, 2018, Liberty granted 12 thousand RSUs of Series C Liberty Braves common stock with a GDFV of $23.34 per share. During the year ended December听31, 2016, Liberty granted 39 thousand RSUs of Series听C jvid视频 common stock. Such RSUs had a GDFV of $37.76 per share. The 2018, 2017 and 2016 performance-based RSUs cliff vested in one year, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. 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.

The Company did not grant any options to purchase Series听A or Series听B of Liberty SiriusXM, Liberty Braves or Liberty Formula One common stock during the year ended December听31, 2018.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. For grants made in 2018, 听2017 and 2016, the range of expected terms was 3.5 to 6.3 years. The volatility used in the calculation for Awards is based on the historical volatility of Liberty鈥檚 stocks and the implied volatility of publicly traded Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

The following table presents the volatilities used by the Company in the Black-Scholes Model for the 2018, 听2017 and 2016 grants.

Volatility

2018 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

23.5

%

-

26.0

%

2017 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

22.6

%

-

29.8

%

2016 grants

听听听听

听听听听

听听听听

听听听听

Liberty options

22.6

%

-

26.8

%

Liberty鈥擮utstanding Awards

The following tables present the number and weighted average exercise price (鈥淲AEP鈥) of Awards to purchase Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards.

Liberty 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

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2018

1,626

$

19.78

Granted

听鈥

$

听鈥

Exercised

(223)

$

19.43

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at December 31, 2018

1,403

$

19.84

1.0

year

$

24

Exercisable at December听31, 2018

1,399

$

19.81

1.0

year

$

24

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

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2018

11,328

$

27.66

Granted

666

$

42.34

Exercised

(497)

$

19.81

Forfeited/Cancelled

(2)

$

38.77

Outstanding at December 31, 2018

11,495

$

28.85

3.3

years

$

98

Exercisable at December听31, 2018

8,039

$

28.25

3.1

years

$

74

Liberty Formula One

Series听A

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2018

400

$

11.69

Granted

听鈥

$

听鈥

Exercised

(40)

$

11.50

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at December 31, 2018

360

$

11.71

1.0

year

$

听6

Exercisable at December听31, 2018

360

$

11.70

1.0

year

$

听6

Series听C

听听听听

听听听听

听听听听

Weighted

听听听听

Aggregate

average

intrinsic

Liberty

remaining

value

听Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2018

4,760

$

24.59

Granted

2,048

$

31.55

Exercised

(123)

$

13.83

Forfeited/Cancelled

(1)

$

34.84

Outstanding at December 31, 2018

6,684

$

26.92

4.7

years

$

35

Exercisable at December听31, 2018

4,911

$

27.58

4.6

years

$

24

Liberty 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

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2018

179

$

11.43

Granted

听鈥

$

听鈥

Exercised

(2)

$

11.00

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at December 31, 2018

177

$

11.44

1.0

year

$

听2

Exercisable at December听31, 2018

177

$

11.42

1.0

year

$

听2

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

Liberty

remaining

value

Awards听(000's)

WAEP

life

(in millions)

Outstanding at January听1, 2018

1,231

$

16.27

Granted

51

$

23.54

Exercised

(6)

$

11.97

Forfeited/Cancelled

听鈥

$

听鈥

Outstanding at December 31, 2018

1,276

$

16.58

3.2

years

$

11

Exercisable at December听31, 2018

926

$

16.33

3.0

years

$

听8

There were no outstanding Series听B options to purchase shares of Series听B Liberty SiriusXM common stock, Liberty Formula One common stock or Liberty Braves common stock during 2018.

As of December听31, 2018, the total unrecognized compensation cost related to unvested Liberty Awards was approximately $22听million. Such amount will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 1.3听years.

As of December听31, 2018, 12.9听million, 7.0听million and 1.5听million shares of Series听A and Series听C Liberty SiriusXM, Liberty Formula One and Liberty Braves common stock, respectively, were reserved for issuance under exercise privileges of outstanding stock Awards.

尝颈产别谤迟测鈥抬虫别谤肠颈蝉别蝉

The aggregate intrinsic value of all options exercised during the years ended December听31, 2018, 听2017 and 2016 was $22听million, $31听million and $24听million, respectively.

Liberty鈥擱estricted Stock

The Company had approximately 218 thousand,听211 thousand and 46 thousand unvested restricted shares of Liberty SiriusXM, Liberty Formula One, and Liberty Braves common stock, respectively, held by certain directors, officers and employees of the Company as of December听31, 2018. These Series听A and Series听C unvested restricted shares of Liberty SiriusXM common stock, Liberty Formula One common stock and Liberty Braves common stock had a weighted average GDFV of $26.74,听$28.79, and $20.16 per share, respectively.

The aggregate fair value of all restricted shares of Liberty common stock that vested during the years ended December听31, 2018, 听2017 and 2016 was $9听million, $85听million and $7听million, respectively.

SIRIUS听XM鈥擲tock-based Compensation

During the years ended December听31, 2018, 2017 and 2016, SIRIUS听XM granted various types of stock awards to its employees and members of its board of directors. Stock-based awards are generally subject to a graded vesting requirement, which is generally three to four years from the grant date.听听Stock options generally expire ten years from the date of grant.听听Restricted stock units include performance-based restricted stock units (鈥淧RSUs鈥), the vesting of which are subject to the achievement of performance goals and the employee's continued employment and generally cliff vest on the third anniversary of the grant date. SIRIUS听XM calculates the grant-date fair value for all of its equity classified awards and any subsequent remeasurement of its liability classified awards using the Black-Scholes Model. The weighted average volatility applied to the fair value determination of SIRIUS听XM鈥檚 option grants during 2018, 听2017 and 2016 was 23%, 听24%听and 22%, respectively. During the year ended December听31, 2018, SIRIUS听XM granted approximately 31.7听million stock options with a weighted-average exercise price of $6.59 per share and a grant date fair value of $1.45 per share. As of December听31, 2018, SIRIUS听XM has approximately 243.4听million options outstanding of which approximately 143.8听million are exercisable, each with a weighted-average exercise price per share of $4.22 and $3.60, respectively. The aggregate intrinsic value of these outstanding and exercisable options was $392听million and $303听million, respectively. During the year ended December听31, 2018, SIRIUS听XM granted approximately 17.5听million RSUs and PRSUs with a grant date fair value of $6.40 per share. The stock-based compensation related to SIRIUS听XM stock options and restricted stock awards was $133听million, $124听million and $109听million for the years ended December听31, 2018, 听2017, and 2016, respectively. As of December听31, 2018, the total unrecognized compensation cost related to unvested SIRIUS听XM stock options was $254听million. The SIRIUS听XM unrecognized compensation cost will be recognized in the Company鈥檚 consolidated statements of operations over a weighted average period of approximately 1.8 years.