èßäÉçÇø

Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v2.4.0.8
Stock-Based Compensation
9 Months Ended
Sep. 30, 2013
Share-based Compensation [Abstract] Ìý
Stock-Based Compensation
Stock-Based Compensation
Prior to the Split-Off, èßäÉçÇø Interactive granted, and èßäÉçÇø has since granted, to certain of its directors, employees and employees of its subsidiaries options and stock appreciation rights ("SARs") to purchase shares of its common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an Award of equity instruments (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 an Award of liability instruments (such as SARs that will be settled in cash) 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 Spin-Off in January 2013, all outstanding Awards with respect to èßäÉçÇø Capital common stock ("èßäÉçÇø Capital Award") 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 èßäÉçÇø Capital Award received (other than those held by Starz employees, as discussed below):
i.
an adjustment to the exercise price or base price, as applicable, and number of shares relating to the èßäÉçÇø Capital Award (as so adjusted, a "èßäÉçÇø Award") and
ii.
an equity award relating to shares of Starz common stock (a "Starz Award").
The exercise prices and number of shares subject to the èßäÉçÇø Award and the Starz Award were determined based on 1) the exercise prices and number of shares subject to the èßäÉçÇø Capital Award, 2) the pre-distribution trading price of èßäÉçÇø Capital common stock and 3) the post-distribution trading prices of èßäÉçÇø common stock and Starz common stock, such that (other than those held by Starz employees, as discussed below) all of the pre-distribution intrinsic value of the èßäÉçÇø Capital Award was allocated between the èßäÉçÇø Award and the Starz Award for the Company's corporate employees and directors. For employees of Starz, LLC, the pre-distribution intrinsic value of the vested èßäÉçÇø Capital Award was allocated between a vested èßäÉçÇø Award and a vested Starz Award, while the pre-distribution intrinsic value of the unvested èßäÉçÇø Capital Award was maintained solely within an unvested Starz Award.
Following the Spin-Off, employees of èßäÉçÇø and Starz hold Awards in both èßäÉçÇø common stock and Starz common stock. The compensation expense relating to the employees of èßäÉçÇø is recorded at èßäÉçÇø and the compensation expense relating to employees of Starz is recorded at Starz.
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:
Ìý
Three months ended
September 30,
Ìý
Nine months ended
September 30,
Ìý
2013
Ìý
2012
Ìý
2013
Ìý
2012
Ìý
(amounts in millions)
Cost of subscriber services:
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Ìý
Programming and content
$
4

Ìý
—

Ìý
11

Ìý
—

ÌýCustomer service and billing
1

Ìý
—

Ìý
3

Ìý
—

Other
2

Ìý
—

Ìý
5

Ìý
—

Other operating expense
4

Ìý
—

Ìý
10

Ìý
—

Selling, general and administrative
41

Ìý
7

Ìý
112

Ìý
18

Ìý
$
52

Ìý
7

Ìý
141

Ìý
18


During the nine months ended September 30, 2013, the Company did not grant any options to purchase shares of SeriesÌýA common stock.
èßäÉçÇø Interactive previously calculated, and èßäÉçÇø calculates, the grant-date fair value for all of its equity classified awards and the subsequent remeasurement of its liability classified awards using the Black-Scholes Model. èßäÉçÇø 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 èßäÉçÇø common stock and the implied volatility of publicly traded èßäÉçÇø options. èßäÉçÇø uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject Awards.
èßäÉçÇøâ€”Outstanding Awards
The following table presents the number and weighted average exercise price ("WAEP") of Awards to purchase èßäÉçÇø common stock granted to certain officers, employees and directors of the Company and certain Awards of employees of Starz.
Ìý
SeriesÌýA
Ìý
èßäÉçÇø
Ìý
WAEP
Ìý
numbers of Awards in thousands
Outstanding at JanuaryÌý1, 2013
5,219

Ìý
$
98.77

Granted
—

Ìý
$
—

Exercised
(139
)
Ìý
$
66.01

Forfeited/Cancelled/Exchanged
(4
)
Ìý
$
69.06

Spin-Off adjustment
(1,195
)
Ìý
$
83.25

Outstanding at September 30, 2013
3,881

Ìý
$
91.36

Exercisable at September 30, 2013
1,811

Ìý
$
87.87


The following table provides additional information about outstanding Awards to purchase èßäÉçÇø common stock at SeptemberÌý30, 2013.
Ìý
No. of
outstanding
Awards
(000's)
Ìý
WAEP of
outstanding
Awards
Ìý
Weighted
average
remaining
life
Ìý
Aggregate
intrinsic
value
(000's)
Ìý
No. of
exercisable
Awards
(000's)
Ìý
WAEP of
exercisable
Awards
Ìý
Weighted
average
remaining
life
Ìý
Aggregate
intrinsic
value
(000's)
Series A
3,881

Ìý
$
91.36

Ìý
5.4 years
Ìý
$
216,521

Ìý
1,811

Ìý
$
87.87

Ìý
5.2 years
Ìý
$
107,390