Twenty-First Century Fox 2014 Annual Report Download - page 122

TWENTY-FIRST CENTURY FOX, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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yAll equity based awards that had a vesting, payment or expiration date, as applicable, on or prior to
December 31, 2013 continued under the Company’s 2005 Plan and have been settled in, or by reference
to, the Company’s Class A Common Stock, as adjusted to reflect the Separation.
yAll other equity based awards that have a vesting, payment or expiration date, as applicable, after
December 31, 2013 were converted to awards over equity of the post-Separation employer, as adjusted
to reflect the Separation.
yAll equity based awards were adjusted in terms of exercise price and number of shares to preserve the
intrinsic value of the awards immediately prior to the Separation.
The Separation-related adjustments did not have a material impact on either compensation expense or the
potentially dilutive securities to be considered in the calculation of diluted earnings per share of common stock.
The following table summarizes the activity related to the Company’s RSUs and target PSUs to be settled in
stock (RSUs and PSUs in thousands):
Fiscal 2014 Fiscal 2013 Fiscal 2012
Number
of
shares
Weighted
average
grant-
date fair
value
Number
of
shares
Weighted
average
grant-
date fair
value
Number
of
shares
Weighted
average
grant-
date fair
value
RSUs and PSUs     
Unvested units at beginning of the year ... 17,794 $ 16.19 18,197 $ 14.51 13,377 $ 13.04
Granted ................................................. 4,677 35.33 7,680 24.21 13,389 15.12
Vested(a) ................................................ (5,680 ) 15.57 (6,208 ) 14.90 (7,859 ) 13.06
Cancelled .............................................. (609) 18.89 (1,071) 15.59 (710 ) 14.44
Separation of News Corp ...................... - - (2,586) 20.34 - -
Shares granted in conversion, as a
result of the Separation ....................... - - 1,782 16.19 - -
Unvested units at the end of the year(b) . . . . . 1 6 , 1 8 2 $ 2 2 . 2 2 1 7 , 7 9 4 $ 1 6 . 1 9 1 8 , 1 9 7 $ 1 4 . 5 1
(a) The fair value and intrinsic value of the Company’s RSUs that vested during fiscal 2014, 2013 and 2012 was
$160 million, $147 million and $132 million, respectively. The fair value and intrinsic value of the
Company’s PSUs that vested during fiscal 2014 was $21 million and nil for fiscal 2013 and 2012. Included in
the number of shares vested in fiscal 2014 was approximately 1 million shares issued to News Corp
employees.
(b) The intrinsic value of unvested RSUs and target PSUs at June 30, 2014 was approximately $570 million.
2004 Stock Option Plan and 2004 Replacement Stock Option Plan
As a result of the Company’s reorganization in November 2004, all the underlying preferred limited voting
ordinary shares for the Company’s issued stock options were cancelled and, in exchange, the option holders received
stock options for shares of Class A Common Stock on a one-for-two basis with no change in the original terms
under the 2004 Stock Option Plan and 2004 Replacement Stock Option Plan (collectively, the “2004 Plan”). In
addition, all other outstanding stock options to purchase preferred limited voting ordinary shares were adjusted to be
exercisable into shares of Class A Common Stock subject to the one-for-two share exchange ratio. Prior to the
Company’s reorganization in November 2004, stock options were granted to employees with Australian dollar
exercise prices.
Under the 2004 Plan, equity grants generally vest over a four-year period and expire ten years from the date of
grant. The equity awards were granted with exercise prices that are equal to or exceed the market price at the date of
grant and were valued, in Australian dollars. The 2004 Plan automatically terminated in fiscal 2014. The Company
had no stock options outstanding at June 30, 2014. The intrinsic value of options outstanding at June 30, 2013 and
2012 was $29 million and $39 million, respectively.