鶹app

Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.7.0.1
Stock-Based Compensation
 3 Months Ended
Mar. 31, 2017
Stock-Based Compensation
Stock-Based Compensation

(4)Stock-Based Compensation

鶹app 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 (“GDFV”) 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.

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

March 31,

2017

2016

(amountsinmillions)

Cost of subscriber services:

Programming and content

$

7

4

Customer service and billing

1

1

Other

1

1

Other operating expense

4

3

Selling, general and administrative

31

25

$

44

34

During the three months ended March 31, 2017, and in connection with our CEO’s employment agreement, 鶹app granted approximately 149 thousand and 171 thousand options of Series C 鶹app Braves common stock and Series C 鶹app Formula One common stock, respectively, and 50 thousand restricted stock units of Series C 鶹app Formula One common stock, of which 29 thousand restricted stock units were performance-based. Such options had a weighted average GDFV of $6.02 per share and $8.96 per share, respectively, and the restricted stock units had a GDFV of $33.92 per share. These options mainly vest on December 31, 2017, the time-based restricted stock units vested immediately upon grant, 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 three months ended March 31, 2017, 鶹app granted 2.0 million options to Formula 1 employees to purchase shares of Series C 鶹app Formula One common stock.Such options had a weighted average GDFV of $8.16 per share and vest monthly over one year.

Additionally, 鶹app granted 148 thousand, 19 thousand and 77 thousand options to purchase shares of Series C common stock of 鶹app SiriusXM, 鶹app Braves and 鶹app Formula One, respectively, during the three months endedMarch 31, 2017. Such options had a weighted average GDFV of $9.64, $6.11 and $9.25 per share, respectively, and mainly vest semi-annually over four years.

The Company did not grant anyoptions to purchase SeriesA or SeriesB of 鶹app SiriusXM, 鶹app Braves or 鶹app Formula One common stock during the three months endedMarch 31, 2017.

鶹app 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. 鶹app 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 鶹app common stock and the implied volatility of publicly traded 鶹app options. 鶹app uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject Awards.

鶹app—Outstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") of Awards to purchase 鶹app common stock granted to certain officers, employees and directors of the Company and certain Awards of employees of Lions Gate Entertainment Corp. (formerly employees of Starz).

鶹app SiriusXM

SeriesA

SeriesC

Weighted

Aggregate

Weighted

Aggregate

average

intrinsic

average

intrinsic

鶹app

remaining

value

鶹app

remaining

value

Awards(000's)

WAEP

life

(millions)

Awards(000's)

WAEP

life

(millions)

Outstanding at January1, 2017

2,018

$

19.39

11,008

$

25.91

Granted

—

$

—

148

$

39.21

Exercised

(142)

$

15.08

(326)

$

15.52

Forfeited/Cancelled

—

$

—

(49)

$

32.61

Outstanding at March 31, 2017

1,876

$

19.71

2.7

years

$

36

10,781

$

26.38

4.5

years

$

134

Exercisable at March 31, 2017

1,857

$

19.65

2.7

years

$

36

5,322

$

23.18

3.7

years

$

83

鶹app Braves

SeriesA

SeriesC

Weighted

Aggregate

Weighted

Aggregate

average

intrinsic

average

intrinsic

鶹app

remaining

value

鶹app

remaining

value

Awards(000's)

WAEP

life

(millions)

Awards(000's)

WAEP

life

(millions)

Outstanding at January1, 2017

189

$

11.30

1,073

$

14.92

Granted

—

$

—

168

$

23.45

Exercised

(9)

$

8.63

(12)

$

10.91

Forfeited/Cancelled

—

$

—

(5)

$

18.84

Outstanding at March 31, 2017

180

$

11.44

2.7

years

$

2

1,224

$

16.11

4.8

years

$

9

Exercisable at March 31, 2017

178

$

11.41

2.7

years

$

2

551

$

13.59

3.8

years

$

6

鶹app Formula One

SeriesA

SeriesC

Weighted

Aggregate

Weighted

Aggregate

average

intrinsic

average

intrinsic

鶹app

remaining

value

鶹app

remaining

value

Awards(000's)

WAEP

life

(millions)

Awards(000's)

WAEP

life

(millions)

Outstanding at January1, 2017

455

$

11.55

2,611

$

15.18

Granted

—

$

—

2,263

$

33.98

Exercised

(15)

$

11.39

(80)

$

9.71

Forfeited/Cancelled

—

$

—

(12)

$

18.83

Outstanding at March 31, 2017

440

$

11.56

2.7

years

$

9

4,782

$

24.16

5.7

years

$

48

Exercisable at March 31, 2017

436

$

11.53

2.7

years

$

9

1,227

$

13.81

3.8

years

$

25

As of March 31, 2017, the total unrecognized compensation cost related to unvested Awards was approximately $42 million.Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.2years.

As of March 31, 2017, 鶹app reserved 12.7 million, 1.4 million and 5.2 million shares of Series A and Series C common stock of 鶹app SiriusXM, 鶹app Braves and 鶹app Formula One, 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 during the three months endedMarch 31, 2017. As of March 31, 2017, SIRIUS XM has approximately 316 million options outstanding of which approximately 113 million are exercisable, each with a weighted-average exercise price per share of $3.54 and $2.84, respectively. The aggregate intrinsic value of SIRIUS XM options outstanding and exercisable as of March 31, 2017 is $509 million and $260 million, respectively. The stock-based compensation expense related to SIRIUS XM was $29 million and $24 million for the three months endedMarch 31, 2017 and 2016, respectively. As of March 31, 2017, the total unrecognized compensation cost related to unvested SIRIUS XM stock options and restricted stock units was $253 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 2.4years.