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Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.22.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2022
Stock-Based Compensation

(3)听听听Stock-Based Compensation

Liberty grants, to certain of its directors, employees and employees of its subsidiaries, restricted stock, restricted stock units (鈥淩SUs鈥) 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 (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). 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, as discussed below:

Three months ended

Six months ended

June 30,

June 30,

听听听听

2022

听听听听

2021

听听听听

2022

听听听听

2021

amounts听in听millions

Cost of Sirius XM Holdings services:

Programming and content

$

8

8

16

16

Customer service and billing

2

2

3

3

Other

2

2

3

3

Other operating expense

9

7

17

17

Selling, general and administrative

36

41

73

84

$

57

60

112

123

Liberty鈥擥rants of Awards

Options granted during the six months ended June 30, 2022 are summarized as follows:

Six Months Ended

June 30, 2022

Options

Weighted

granted

average

(000's)

GDFV

Series听C Liberty SiriusXM common stock, Liberty CEO (1)

212

$

14.45

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

181

$

21.31

Series听C Liberty Formula One common stock, Formula 1 employees (2)

86

$

21.31

Series听C Liberty Braves common stock, Liberty CEO (1)

95

$

9.16

(1) Grants cliff vest on December 30, 2022. Grants were made in connection with the CEO鈥檚 employment agreement.
(2) Grants vest in equal quarterly installments over 2022.

The Company did not grant any options to purchase Series A or Series B Liberty SiriusXM, Liberty Braves or Liberty Formula One common stock during the six months ended June 30, 2022.

Liberty calculates the GDFV for all of its equity classified Awards and the subsequent remeasurement of its liability classified Awards using the Black-Scholes Model. Liberty 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 common stock and the implied volatility of publicly traded Liberty options. Liberty uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject Awards.

Liberty鈥擮utstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") 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. 听

Liberty SiriusXM

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

(millions)

Outstanding at January听1, 2022

7,369

$

38.79

Granted

212

$

44.80

Exercised

(441)

$

31.25

Forfeited/Cancelled

$

Outstanding at June 30, 2022

7,140

$

39.43

3.2

years

$

9

Exercisable at June 30, 2022

4,774

$

36.87

2.3

years

$

9

Liberty Braves

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

(millions)

Outstanding at January听1, 2022

3,125

$

25.86

Granted

95

$

25.49

Exercised

(63)

$

18.14

Forfeited/Cancelled

$

Outstanding at June 30, 2022

3,157

$

26.00

4.8

years

$

2

Exercisable at June 30, 2022

586

$

20.85

2.3

years

$

2

Liberty Formula One

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

(millions)

Outstanding at January听1, 2022

9,114

$

34.38

Granted

267

$

57.67

Exercised

(1,184)

$

31.63

Forfeited/Cancelled

$

Outstanding at June 30, 2022

8,197

$

35.54

4.1

years

$

229

Exercisable at June 30, 2022

6,367

$

32.75

3.8

years

$

196

As of June 30, 2022, there were no outstanding options to purchase shares of Series A Liberty SiriusXM or Liberty Formula One common stock, and there were no outstanding options to purchase shares of Series B Liberty SiriusXM, Liberty Braves or Liberty Formula One common stock.

As of June 30, 2022, Liberty Braves had 1 thousand Series A options outstanding and exercisable at a WAEP of $12.35, with a weighted average remaining contractual life of 0.5 years. 听

As of June 30, 2022, the total unrecognized compensation cost related to unvested Awards was approximately $44 million. Such amount will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 1.7 years.

As of June 30, 2022, Liberty reserved 7.1 million, 3.2 million and 8.2 million shares of Series A and Series C common stock, as applicable, of Liberty SiriusXM, Liberty Braves and Liberty Formula One, respectively, for issuance under exercise privileges of outstanding stock Awards.

Sirius XM Holdings 鈥 Stock-based Compensation

Sirius XM Holdings granted various types of stock awards to its employees during the six months ended June 30, 2022. As of June 30, 2022, Sirius XM Holdings has approximately 156 million options outstanding of which approximately 98 million are exercisable, each with a WAEP per share of $5.35 and $4.92, respectively. The aggregate intrinsic value of Sirius XM Holdings options outstanding and exercisable as of June 30, 2022 is $138 million and $128 million, respectively. During the six months ended June 30, 2022, Sirius XM Holdings granted approximately 15 million nonvested RSUs with a GDFV per share of $6.78. Stock-based compensation expense related to Sirius XM Holdings was $47 million for both of three months ended June 30, 2022 and 2021, and $92 million and $98 million for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the total unrecognized compensation cost related to unvested Sirius XM Holdings stock options and RSUs was $418 million. The Sirius XM Holdings unrecognized compensation cost will be recognized in the Company's condensed consolidated statements of operations over a weighted average period of approximately 2.3 years.