Share-based Compensation

3 Months Ended

Mar. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation

Share-based Compensation

Our share-based compensation expense primarily relates to the share-based incentive awards issued by Liberty Global to our and our subsidiaries’ employees. A summary of the aggregate share-based compensation expense that is included in our operating and SG&A expenses is set forth below: 

	Three months ended March 31,
	2016		2015
	in millions
Liberty Global:
Performance-based incentive awards (a)	$	41.1	$	42.1
Other share-based incentive awards	25.4		25.4
Total Liberty Global	66.5		67.5
Telenet share-based incentive awards	1.0		3.2
Other	1.5		0.7
Total	$	69.0	$	71.4
Included in:
Operating expense:
Liberty Global Group	$	0.5	$	0.7
LiLAC Group	0.2		—
Total operating expense	0.7		0.7
SG&A expense:
Liberty Global Group	66.7		71.8
LiLAC Group	1.6		(1.1		)
Total SG&A expense	68.3		70.7
Total	$	69.0	$	71.4

_______________

(a) Includes share-based compensation expense related to (i) Liberty Global performance-based restricted share units (PSUs), including amounts resulting from the 2016 PSUs, as described and defined below, (ii) a challenge performance award plan for certain executive officers and key employees (the Challenge Performance Awards) and (iii) the May 2014 grant of performance grant units (PGUs) to our Chief Executive Officer. The Challenge Performance Awards include performance-based share appreciation rights (PSARs) and PSUs.

The following table provides certain information related to share-based compensation not yet recognized for share-based incentive awards related to Liberty Global ordinary shares as of March 31, 2016: 

	Non-performance-based awards (a)		Performance- based awards (a) (b)
Total compensation expense not yet recognized (in millions)	$	165.5	$	245.4
Weighted average period remaining for expense recognition (in years)	2.5		2.7

_______________

(a) Amounts relate to awards granted or assumed by Liberty Global under (i) the Liberty Global 2014 Incentive Plan (as amended and restated effective February 24, 2015), (ii) theLiberty Global 2014 Nonemployee Director Incentive Plan, (iii) the Liberty Global, Inc. 2005 Incentive Plan (as amended and restated effective June 7, 2013), (iv) the Liberty Global, Inc. 2005 Nonemployee Director Incentive Plan (as amended and restated effective June 7, 2013) and (v) certain other incentive plans of Virgin Media, including Virgin Media’s 2010 stock incentive plan. All new awards are granted under the Liberty Global 2014 Incentive Plan or the Liberty Global 2014 Nonemployee Director Incentive Plan.

(b) Amounts relate to (i) the Challenge Performance Awards, (ii) PSUs, including $191.2 million related to the 2016 PSUs, and (iii) the PGUs.

2016 PSUs

In February 2016, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2016 PSUs) pursuant to a performance plan that is based on the achievement of a specified Adjusted OIBDA CAGR during the three-year period ended December 31, 2018. The 2016 PSUs require delivery of a compound annual growth rate of our consolidated operating cash flow (OCF CAGR) of 6.0% during the three-year performance period ending December 31, 2018, with over- and under-performance payout opportunities should the OCF CAGR exceed or fail to meet the target, as applicable. A performance range of 75% to 167.5% of the target OCF CAGR will generally result in award recipients earning 75% to 300% of their target 2016 PSUs, subject to reduction or forfeiture based on individual performance. The earned 2016 PSUs will vest 50% each on April 1, 2019 and October 1, 2019. During the first quarter of 2016, 6.3 million2016 PSUs were granted with a weighted average grant-date fair value of $34.04.