麻豆最新出品 Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

Stock-Based Compensation

6 Months Ended

Jun. 30, 2014

听

麻豆最新出品 grants, 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 services (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.

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:



听	Three months ended June 30,				听	Six months ended June 30,
听	2014		听	2013	听	2014	听	2013
听	(amounts in millions)
Cost of subscriber services:	听		听	听	听	听	听	听
Programming and content	$	5	听	4	听	9	听	7
听Customer service and billing	1		听	1	听	2	听	2
Other	2		听	2	听	4	听	3
Other operating expense	4		听	3	听	8	听	6
Selling, general and administrative	37		听	38	听	75	听	71
听	$	49	听	48	听	98	听	89

During the six months ended June 30, 2014, the Company granted approximately one thousand options to purchase shares of Series A 麻豆最新出品 common stock at a weighted average grant-date fair value of $38.86 per share. These options vest quarterly over a 4 year vesting period.

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

麻豆最新出品鈥擮utstanding Awards

The following table presents the number and weighted average exercise price ("WAEP") of Awards to purchase 麻豆最新出品 common stock granted to certain officers, employees and directors of the Company and certain Awards of employees of Starz.



听	Series听A
听	麻豆最新出品 Awards (000's)		听	WAEP		听	Weighted average remaining life	听	Aggregate intrinsic value (millions)
Outstanding at January听1, 2014	3,656		听	$	91.74	听	听	听	听
Granted	1		听	$	135.29	听	听	听	听
Exercised	(186	)	听	$	86.88	听	听	听	听
Outstanding at June 30, 2014	3,471		听	$	92.02	听	4.7 years	听	$155
Exercisable at June 30, 2014	2,352		听	$	90.23	听	4.5 years	听	$109

On July 23, 2014 a dividend of Series C common stock was distributed and adjustments to the options outstanding were required to reflect the changes to the capital structure of the Company.听 For every Series A Award held, two Series C Awards were issued with an exercise price equal to one third the exercise price of the outstanding award.听 Additionally, the exercise price of the outstanding Series A Awards was adjusted to one third the exercise price associated with such Award. The change to outstanding Awards did not change the aggregate intrinsic value associated with the Awards outstanding just prior to the distribution and the Awards outstanding immediately following the distribution.

As of June听30, 2014, the total unrecognized compensation cost related to unvested 麻豆最新出品 Awards was approximately $43 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 1.6听years.

As of June听30, 2014, 麻豆最新出品 reserved 3.5 million shares of Series A common stock for issuance under exercise privileges of outstanding stock Awards.

SIRIUS XM - Stock-based Compensation

During the six months ended June 30, 2014, SIRIUS XM granted stock options and restricted stock units to its employees and members of its board of directors. As of June听30, 2014, SIRIUS XM has approximately 252 million options outstanding of which approximately 104 million are exercisable, each with a weighted-average exercise price per share of $2.44 and $2.15, respectively. The aggregate intrinsic value of SIRIUS XM options outstanding and exercisable as of June听30, 2014 is $300 million and $169 million, respectively. The stock-based compensation related to SIRIUS XM stock options was $35 million and $33 million for the three months ended June听30, 2014 and 2013, respectively, and $71 million and $59 million for the six months ended June 30, 2014 and 2013, respectively. As of June听30, 2014, the total unrecognized compensation cost related to unvested SIRIUS XM stock options was $239 million. The SIRIUS XM unrecognized compensation cost will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 2.2 years.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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