jvid视频

Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.10.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2018
Share-based Compensation [Abstract]
Stock-Based Compensation

(12)听听Stock-Based Compensation

jvid视频 - Incentive Plans

Pursuant to the jvid视频. 2016 Omnibus Incentive Plan (the 鈥2016 Plan鈥), the Company may grant stock options (鈥淎wards鈥) to be made in respect of a maximum of 39.9 million shares of Series A and Series B jvid视频 common stock.听听Awards generally vest over 4-5听years and have a term of 7-10听years. jvid视频 issues new shares upon exercise of equity awards.

In connection with the HSN acquisition in December 2017 (see note 4), outstanding awards to purchase shares of HSN common stock (an 鈥淗SN Award鈥) were exchanged for awards to purchase shares of Series A jvid视频 common stock (a 鈥淨RTEA Award鈥).听听The exercise prices and number of shares subject to the QRTEA Award were determined based on (1) the exercise prices and number of shares subject to the HSN Award and (2) the acquisition exchange ratio.听听The exchange of such awards was considered a modification under ASC 805 鈥 Business Combinations.听听A portion of the fair value of the replacement QRTEA Awards was attributed to the consideration paid in the acquisition.听听The remaining portion of the fair value will be recognized in the consolidated financial statements over the remaining vesting period of each individual award.

In connection with the Expedia Holdings Split-Off in November 2016, the holder of an outstanding award to purchase shares of Liberty Ventures Series A and Series B common stock (a 鈥淟iberty Ventures Award鈥) received an Award to purchase shares of the corresponding series of Expedia Holdings common stock and an adjustment to the exercise price and number of shares subject to the Liberty Ventures Award (as so adjusted, an 鈥淎djusted Liberty Ventures Award鈥).听听Following the Expedia Holdings Split-Off, employees of jvid视频 hold Awards in both Liberty Ventures common stock and Expedia Holdings common stock.听听The compensation expense relating to employees of jvid视频 is recorded at jvid视频.

In connection with the CommerceHub Spin-Off in July 2016, the holder of an outstanding award to purchase shares of Liberty Ventures Series A and Series B common stock (an 鈥淥riginal Liberty Ventures Award鈥) received an adjustment to the exercise price and number of shares subject to the Original Liberty Ventures Award (as so adjusted, an 鈥淎djusted Liberty Ventures Award鈥).听听A holder of an Original Liberty Ventures Award who was a member of the board of directors or an officer of jvid视频 holding the position of Vice President or above also received an Award to purchase shares of the corresponding series of CommerceHub common stock as well as Series C CommerceHub common stock (in each case, a 鈥淐ommerceHub Award鈥).听听Following the CommerceHub Spin-Off, employees of jvid视频 may hold Awards in both Liberty Ventures common stock and CommerceHub common stock. The compensation expense relating to employees of jvid视频 is recorded at jvid视频.

jvid视频 鈥 Grants

The following table presents the number and weighted average grant-date fair value (鈥淕DFV鈥) of options granted by jvid视频 during the years ended December 31, 2018, 听2017 and 2016: 听

For the Years ended December 31,

2018

2017

2016

Options Granted (000's)

Weighted Average GDFV

Options Granted (000's)

Weighted Average GDFV

Options Granted (000's)

Weighted Average GDFV

Series A jvid视频 common stock, QVC employees (1)

2,924

$

8.76

3,115

$

7.86

2,860

$

7.84

Series A jvid视频 common stock, zulily employees (1)

336

$

8.65

483

$

7.86

433

$

7.57

Series A jvid视频 common stock, HSN employees (1)

859

$

8.77

NA

NA

NA

NA

Series A jvid视频 common stock, Liberty employees and directors (2)

72

$

7.31

518

$

7.81

421

$

8.02

Series A jvid视频 common stock, jvid视频 President and CEO (3)

577

$

7.09

NA

NA

NA

NA

Series B jvid视频 common stock, jvid视频 Chairman of the Board (4)

175

$

8.84

154

$

7.92

730

$

7.47

Series A Ventures Group common stock, jvid视频 employees and directors (2)

NA

$

NA

188

$

16.52

114

$

12.25

Series B Ventures Group common stock, jvid视频 Chairman of the Board (4)

143

$

16.55

269

$

15.41

209

$

12.48


(1)

Mainly vests semi-annually over听four听years.

(2)

Mainly vests between three and five听years for employees and in one year for directors.

(3)

Vests 50% on each of December 15, 2019 and 2020.听

(4)

Grants in 2018, 2017 and 2016 cliff vested at the end of their respective grant year. Grants were made in connection with his employment agreement (see note 11).

In connection with the Option Exchange in 2017 (see below), jvid视频 granted 5.9 million, 946 thousand and 1.1 million options to purchase shares of Series A jvid视频 common stock, Series A Liberty Ventures common stock and Series B Liberty Ventures common stock, respectively.听听Such options had an incremental weighted average GDFV of $3.49, 听$8.53 and $6.94, respectively.

In addition to the stock option grants to the jvid视频 Chairman of the Board, jvid视频 granted performance-based restricted stock units ("RSUs") of Series B jvid视频 common stock in 2018, 2017 and 2016 of 124 thousand, 115 thousand and 53 thousand, respectively.听听The RSUs had a fair value of $27.56, 听$19.90 and $25.11 per share, respectively, at the time they were granted.听听jvid视频 also granted performance-based RSUs of Series B Liberty Ventures common stock in 2016 of 16 thousand.听听The RSUs had a fair value of $38.79 per share at the time they were granted.听听The 2018, 2017 and 2016 performance-based RSUs cliff vested in one听year, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee.

During the fourth quarter of 2017, the Company entered into a series of transactions with certain officers of jvid视频, associated with certain outstanding stock options, in order to recognize tax deductions in 2017 versus future years (the 鈥淥ption Exchange鈥).听听On December 26, 2017 (the 鈥淕rant Date鈥), pursuant to the approval of the Compensation Committee of its Board of Directors, the Company effected the acceleration of (i) each unvested in-the-money option to acquire shares of LVNTA and (ii) each unvested in-the-money option to acquire shares of LVNTB, in each case, held by certain of its officers (collectively, the 鈥淓ligible Optionholders鈥).听听Following this acceleration, also on the Grant Date, each Eligible Optionholder exercised, on a net settled basis, all of his outstanding in-the-money vested and unvested options to acquire QRTEA shares, LVNTA shares and LVNTB shares (the 鈥淓ligible Options鈥), and:

with respect to each vested Eligible Option, the Company granted the Eligible Optionholder a vested new option with substantially the same terms and conditions as the exercised vested Eligible Option, except that the exercise price for the new option was, in the case of options to acquire shares of QRTEA or LVNTA, the closing price on the Grant Date per QRTEA or LVNTA share, as applicable, and, in the case of options to acquire shares of LVNTB, the fair market value on the Grant Date of the LVNTB shares as determined pursuant to the incentive plan under which the awards were granted; and

with respect to each unvested Eligible Option:

o

in satisfaction of the exercise, on a net settled basis, of the unvested Eligible Options, the Company granted the Eligible Optionholder a number of restricted LVNTA or LVNTB shares (the 鈥淩estricted Shares鈥) with a vesting schedule identical to that of the unvested Eligible Options so exercised, and the Eligible Optionholder made an election under Section 83(b) of the Internal Revenue Code with respect to such Restricted Shares; and

o

the Company granted the Eligible Optionholder a new option (the 鈥淯nvested New Option鈥) to acquire the same series of common stock and with substantially the same terms and conditions, including with respect to vesting and expiration, as the unvested Eligible Option exercised as set forth above, except that the number of LVNTA or LVNTB shares subject to such Unvested New Option was equal to the number of shares subject to the unvested Eligible Option minus the number of Restricted Shares received upon exercise of such unvested Eligible Option. The exercise price of such new option was, in the case of a LVNTA option, the closing price on the Grant Date per share of LVNTA, or, in the case of a LVNTB option, the fair market value on the Grant Date of the LVNTB shares as determined pursuant to the incentive plan under which the Unvested New Options were granted.

The Option Exchange was considered a modification under ASC 718 鈥 Stock Compensation, with the following impacts on compensation expense.听听The unamortized value of the unvested Eligible Options that were exercised, which was $14 million for LVNTA and LVNTB combined, will be expensed over the vesting period of the Restricted Shares attributable to the exercise of those options; of this amount, $6 million of expense was assumed by GCI Liberty as a result of the GCI Liberty Split-Off. 听The grant of new vested options resulted in incremental compensation expense in the fourth quarter of 2017 of $30 million for QRTEA, LVNTA and LVNTB combined.听听The grant of Unvested New Options resulted in incremental compensation expense totaling $6 million for LVNTA and LVNTB combined, which will be amortized over the vesting periods of those options; of this amount, $5.8 million of incremental compensation expense was assumed by GCI Liberty as a result of the GCI Liberty Split-Off.

The Company has calculated the GDFV for all of its equity classified awards using the Black-Scholes-Merton Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data.听听For grants made in 2018, 听2017 and 2016, the range of expected terms was 2.0 to 6.4 years.听听The volatility used in the calculation for Awards is based on the historical volatility of Liberty's stocks 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.

The following table presents the range of volatilities used by jvid视频 in the Black-Scholes-Merton Model for the 2018, 听2017 and 2016 jvid视频 and Liberty Ventures grants.

Volatility

2018 grants

听听听听

听听听听

听听听听

听听听听

听听听听

jvid视频 options

29.7

%听听

-

30.5

%听听

Liberty Ventures options

27.9

%听听

-

27.9

%听听

2017 grants

听听听听

听听听听

听听听听

听听听听

听听听听

jvid视频 options

26.9

%听听

-

32.7

%听听

Liberty Ventures options

25.9

%听听

-

28.9

%听听

2016 grants

听听听听

听听听听

听听听听

听听听听

听听听听

jvid视频 options

27.4

%听听

-

27.4

%听听

Liberty Ventures options

30.6

%听听

-

30.6

%听听

jvid视频 - Outstanding Awards

The following table presents the number and weighted average exercise price ("WAEP") of Awards to purchase jvid视频 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 听

jvid视频

Series听A

Series听B

Weighted

Aggregate

Weighted

Aggregate

average

听intrinsic

average

听intrinsic

Awards

remaining

value

Awards

remaining

value

听听听听

(000's)

听听听听

WAEP

听听听听

life

听听听听

(in millions)

听听听听

(000's)

听听听听

WAEP

听听听听

life

听听听听

(in millions)

Outstanding at January听1, 2018

32,361

$

23.48

1,643

$

27.16

Granted

4,768

$

26.78

175

$

27.77

Exercised

(4,269)

$

16.47

听鈥

$

听鈥

Forfeited/Cancelled

(4,422)

$

27.43

听鈥

$

听鈥

Outstanding at December 31, 2018

28,438

$

24.47

3.6

years

$

23

1,818

$

27.22

4.0

years

$

听鈥

Exercisable at December 31, 2018

17,371

$

23.80

2.6

years

$

20

1,495

$

26.65

4.2

years

$

听鈥

Liberty听Ventures

Series听A

Series听B

Weighted

Aggregate

Weighted

Aggregate

average

听intrinsic

average

听intrinsic

Awards

remaining

value

Awards

remaining

value

听听听听

(000's)

听听听听

WAEP

听听听听

life

听听听听

(in millions)

听听听听

(000's)

听听听听

WAEP

听听听听

life

听听听听

(in millions)

Outstanding at January听1, 2018

1,670

$

47.12

1,080

$

56.38

Granted

听鈥

$

听鈥

143

$

54.01

Exercised

(2)

$

18.41

听鈥

$

听鈥

Forfeited/Cancelled

听鈥

$

听鈥

听鈥

$

听鈥

GCI Liberty Split-Off

(1,668)

$

47.15

(1,223)

$

56.10

Outstanding at December 31, 2018

听鈥

$

听鈥

听鈥

years

$

听鈥

听鈥

$

听鈥

听鈥

years

$

听鈥

As of December听31, 2018, the total unrecognized compensation cost related to unvested jvid视频 Awards was approximately $71 million. Such amount will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.7听years.

As of December 31, 2018, jvid视频 reserved 30.3 million shares of Series A and Series B common stock for issuance under exercise privileges of outstanding stock Awards.

jvid视频 - Exercises

The aggregate intrinsic value of all options exercised during the years ended December 31, 2018, 听2017 and 2016 was $28 million, $145 million and $44 million, respectively.听听The aggregate intrinsic value of options exercised for the year ended December 31, 2017 includes approximately $104 million related to the intrinsic value of options exercised as a result of the Option Exchange.

jvid视频 - Restricted Stock

The Company had approximately 4.2 million unvested restricted shares of jvid视频 common stock, held by certain directors, officers and employees of the Company as of December 31, 2018.听听These Series A and Series B unvested restricted shares of jvid视频 had a weighted average GDFV of $24.28 per share.

The aggregate fair value of all restricted shares of jvid视频 common stock that vested during the years ended December 31, 2018, 听2017 and 2016 was $64 million, $23 million and $26 million, respectively.

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.听听Awards made under these plans vest and become exercisable over various terms and are typically cash settled and recorded as liability awards.听听During the year ended December 31, 2016, approximately $90 million of cash payments were made to settle CommerceHub stock based awards.听听The awards and compensation recorded, if any, under the plans at the other subsidiaries are not significant to jvid视频.