Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v2.4.0.8
Stock-Based Compensation
9 Months Ended
Sep. 30, 2014
Share-based Compensation [Abstract]  
Stock-Based Compensation

(4)   Stock-Based Compensation

The Company has granted to certain of its directors, employees and employees of its subsidiaries stock appreciation rights ("SARs"), restricted stock grants and options to purchase shares of Liberty 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 (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 TripAdvisor Holdings Spin-Off in August 2014, all outstanding Awards with respect to Liberty Ventures common stock (“Liberty Ventures 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 Liberty Ventures Award received:

i.

An adjustment to the exercise price or base price, as applicable, and the number of shares subject to the Liberty Ventures Award (as so adjusted, an “adjusted Liberty Ventures Award”) and

ii.

A corresponding equity award relating to shares of TripAdvisor Holdings common stock (a “TripAdvisor Holdings Award”)

The exercise prices and number of shares subject to the adjusted Liberty Ventures Award and the TripAdvisor Holdings Award were determined based on 1) the exercise prices and number of shares subject to the Liberty Ventures Award, 2) the pre-distribution trading price of Liberty Ventures common stock and 3) the post-distribution trading prices of Liberty Ventures common stock and TripAdvisor Holdings common stock, such that all of the pre-distribution intrinsic value of the Liberty Ventures Award was allocated between the adjusted Liberty Ventures Award and the TripAdvisor Holdings Award.

Following the TripAdvisor Holdings Spin-Off, employees of Liberty hold Awards in both Liberty Ventures common stock and TripAdvisor Holdings common stock.  The compensation expense relating to employees of Liberty is recorded at Liberty.

Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are the following amounts of stock-based compensation (amounts in millions):

 

 

 

 

 

 

 

Three months ended:

 

 

 

 

September 30, 2014

 

$

20 

 

September 30, 2013

 

$

23 

 

Nine months ended:

 

 

 

 

September 30, 2014

 

$

71 

 

September 30, 2013

 

$

80 

 

During the nine months ended September 30, 2014, Liberty granted, primarily to QVC employees, 1.8 million options to purchase shares of Series A Liberty Interactive common stock.  Such options had a weighted average grant-date fair value of $12.05 per share and vest semi-annually over the 4 year vesting period.

The Company has calculated 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 Company 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 Liberty's stock 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.

Liberty—Outstanding Awards

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liberty Interactive

 

 

    

 

    

 

 

    

Weighted

 

    

Aggregate

 

 

 

 

 

 

 

 

average

 

 

intrinsic

 

 

 

Series A

 

 

 

 

remaining

 

 

value

 

 

 

(000's)

 

WAEP

 

life

 

 

(millions)

 

Outstanding at January 1, 2014

 

30,607 

 

$

17.98 

 

 

 

 

 

 

 

Granted

 

1,824 

 

$

29.20 

 

 

 

 

 

 

 

Exercised

 

(2,547)

 

$

14.60 

 

 

 

 

 

 

 

Forfeited/Cancelled

 

(1,000)

 

$

20.97 

 

 

 

 

 

 

 

Outstanding at September 30, 2014

 

28,884 

 

$

18.88 

 

4.6 

years

 

$

280 

 

Exercisable at September 30, 2014

 

16,340 

 

$

17.61 

 

4.2 

years

 

$

179 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liberty Ventures

 

 

    

 

    

 

 

    

Weighted

 

    

Aggregate

 

 

 

 

 

 

 

 

average

 

 

intrinsic

 

 

 

Series A

 

 

 

 

remaining

 

 

value

 

 

 

(000's)

 

WAEP

 

life

 

 

(millions)

 

Outstanding at January 1, 2014

 

1,932 

 

$

28.71 

 

 

 

 

 

 

 

Granted

 

 

$

73.05 

 

 

 

 

 

 

 

Exercised

 

(115)

 

$

24.92 

 

 

 

 

 

 

 

Forfeited/Cancelled

 

(1)

 

$

34.30 

 

 

 

 

 

 

 

Adjustment for the TripAdvisor Holdings Spin-Off

 

28 

 

$

14.63 

 

 

 

 

 

 

 

Outstanding at September 30, 2014

 

1,845 

 

$

14.64 

 

4.5 

years

 

$

43 

 

Exercisable at September 30, 2014

 

1,034 

 

$

14.30 

 

4.2 

years

 

$

24 

 

 

There was no activity during the period for the outstanding Liberty Interactive or Liberty Ventures Series B awards.

As of September 30, 2014, the total unrecognized compensation cost related to unvested Liberty outstanding equity Awards was approximately $89 million, including compensation associated with the option exchange that occurred in December 2012. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.3 years.

Other

Certain of the Company's other subsidiaries have stock based compensation plans under which employees and non-employees are granted options or similar stock based awards. Awards made under these plans vest and become exercisable over various terms. The awards and compensation recorded, if any, under these plans is not significant to Liberty.