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Share-based Compensation
12 Months Ended
Dec. 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 its employees and employees of its subsidiaries. A summary of the aggregate share-based compensation expense that is included in our other operating and SG&A expenses is set forth below:
 
Year ended December 31,
 
2016
 
2015
 
2014
 
in millions
Liberty Global:
 
 
 
 
 
Performance-based incentive awards (a)
$
162.7

 
$
157.1

 
$
129.9

Other share-based incentive awards
114.9

 
149.6

 
99.7

Total Liberty Global (b)
277.6


306.7

 
229.6

Telenet share-based incentive awards (c)
12.2

 
9.2

 
14.6

Other
7.1

 
2.3

 
13.0

Total
$
296.9


$
318.2

 
$
257.2

Included in:
 
 
 
 
 
Other operating expense:
 
 
 
 
 
Liberty Global Group
$
3.3

 
$
3.1

 
$
4.8

LiLAC Group
1.4

 
0.3

 
2.8

Total other operating expense
4.7


3.4

 
7.6

SG&A expense:
 
 
 
 
 
Liberty Global Group
278.2

 
312.7

 
240.8

LiLAC Group
14.0

 
2.1

 
8.8

Total SG&A expense
292.2


314.8

 
249.6

Total
$
296.9

 
$
318.2

 
$
257.2

_______________

(a)
Includes share-based compensation expense related to (i) Liberty Global 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) PGUs to our Chief Executive Officer, as described below. The Challenge Performance Awards include PSARs and PSUs.

(b)
In connection with the LiLAC Transaction, our compensation committee approved modifications to our outstanding share-based incentive awards (the 2015 Award Modifications) in accordance with the underlying share-based incentive plans. The objective of our compensation committee was to ensure a relatively unchanged intrinsic value of outstanding equity awards before and after the bonus issuance of the LiLAC Shares. The mechanism to modify outstanding share-based incentive awards, as approved by our compensation committee, utilized the volume-weighted average price of the respective shares for the five days prior to and the five days following the bonus issuance (Modification VWAPs). In order to determine if any incremental share-based compensation expense should be recorded as a result of the 2015 Award Modifications, we were required to measure the changes in the fair values of the then outstanding share-based incentive awards using market prices immediately before and immediately after the 2015 Award Modifications. Due to declines in the share prices of our Class A and Class C Liberty Global Shares following the bonus issuance, the exercise prices of options, SARs and PSARs determined using the Modification VWAPs were lower than the exercise prices that would have resulted if the market prices immediately before and after the 2015 Award Modifications had been used. Accordingly, the Black-Scholes fair values of
our options, SARs and PSARs increased as a result of the 2015 Award Modifications, resulting in incremental share-based compensation of $99.3 million, including $16.1 million and $69.3 million recognized during 2016 and 2015, respectively, and $13.9 million that will be recognized in future periods through 2019 as the related awards vest.

(c)
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2016, included (i) warrants and employee stock options (2,473,404 awards outstanding at a weighted average exercise price of €43.70 ($46.09)), (ii) performance-based specific stock option plans for the Chief Executive Officer (745,000 awards outstanding at a weighted average exercise price of €40.60 ($42.82)), (iii) performance-based share awards (173,640 awards outstanding) and (iv) performance-based specific stock option plans for employees (18,750 awards outstanding at a weighted average exercise price of €48.83 ($51.50)).

As of December 31, 2016, $450.4 million of total unrecognized compensation cost related to our Liberty Global share-based compensation awards is expected to be recognized as an expense by our company in the future over a weighted-average period of approximately 2.5 years.

The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global ordinary shares:
 
Year ended December 31,
 
2016
 
2015
 
2014
Assumptions used to estimate fair value of options, SARs and PSARs granted:
 
 
 
 
 
Risk-free interest rate
0.88 - 1.49%
 
0.96 - 1.89%
 
0.81 - 1.77%
Expected life
3.2 - 5.5 years
 
3.0 - 5.5 years
 
3.1 - 5.1 years
Expected volatility
27.4 - 42.9%
 
23.1 - 30.1%
 
25.1 - 28.7%
Expected dividend yield
none
 
none
 
none
Weighted average grant-date fair value per share of awards granted:
 
 
 
 
 
Options
$
10.40

 
$
14.73

 
$
11.40

SARs
$
8.60

 
$
10.76

 
$
8.93

PSARs
$

 
$

 
$
8.15

RSUs
$
36.67

 
$
51.85

 
$
40.68

PSUs
$
33.97

 
$
51.57

 
$
40.42

PGUs
$

 
$

 
$
44.04

Total intrinsic value of awards exercised (in millions):
 
 
 
 
 
Options
$
16.9

 
$
106.8

 
$
126.6

SARs
$
42.2

 
$
51.7

 
$
48.7

PSARs
$
0.7

 
$
0.2

 
$
0.4

Cash received from exercise of options (in millions)
$
17.4

 
$
40.5

 
$
54.8

Income tax benefit related to share-based compensation (in millions)
$
55.2

 
$
67.4

 
$
54.6


Share Incentive Plans — Liberty Global Ordinary Shares

Incentive Plans

As of December 31, 2016, we are authorized to grant incentive awards under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan. Generally, we may grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either of these incentive plans (collectively, awards). Ordinary shares issuable pursuant to awards made under these incentive plans will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. Awards may be granted at or above fair value in any class of ordinary shares. The maximum number of Liberty Global ordinary shares with respect to which awards may be issued under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive
Plan is 105 million (of which no more than 50.25 million shares may consist of Class B ordinary shares) and 10.5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan. As of December 31, 2016, the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had 64,795,919 and 9,789,929 ordinary shares available for grant, respectively.

Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest 12.5% on the six month anniversary of the grant date and then vest at a rate of 6.25% each quarter thereafter and (ii) expire seven years after the grant date. Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire seven years after the grant date. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of ordinary shares.

Awards under the VM Incentive Plan issued prior to the June 7, 2013 acquisition of Virgin Media have a 10-year term and become fully exercisable within five years of continued employment. Awards (other than performance-based awards) issued under the Liberty Global 2005 Incentive Plan and issued under the VM Incentive Plan after June 7, 2013 generally (i) vest 12.5% on the six month anniversary of the grant date and then vest at a rate of 6.25% each quarter thereafter and (ii) expire seven years after the grant date. All awards issued under the Liberty Global 2005 Director Incentive Plan were fully vested as of December 31, 2016, and other than RSUs, expire 7 to 10 years after the grant date. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. No further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the VM Incentive Plan.

Performance Awards

The following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and key employees.

Liberty Global PSUs

Equity awards are granted to executive officers and key employees based on a target annual equity value for each executive and key employee, of which approximately two-thirds would be delivered in the form of PSUs and approximately one-third in the form of an annual award of SARs. Each currently-outstanding PSU represents the right to receive one Liberty Global or LiLAC Class A or Class C ordinary share, as applicable, subject to performance and vesting. Although PSUs are generally granted on an annual basis, no PSUs will be granted in 2017 to recipients of the 2016 PSUs, as defined and described below.

In March 2015, our compensation committee approved the grant of PSUs to executive officers and key employees (the 2015 PSUs). The performance plan for the 2015 PSUs covered a two-year period ending December 31, 2016 and included a performance target based on the achievement of a specified compound annual growth rate (CAGR) in a consolidated Adjusted OIBDA metric (as defined in note 18). The performance target was adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability (Adjusted OIBDA CAGR), and the participant’s annual performance ratings during the two-year performance period. A performance range of 75% to 125% of the target Adjusted OIBDA CAGR will result in award recipients earning 50% to 150% of their respective PSUs, subject to reduction or forfeiture based on individual performance. The percentage of the 2015 PSUs that has been earned by participants has not been finalized. The 2015 PSUs will vest 50% on each of April 1 and October 1 of 2017.

In February 2016, our compensation committee 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 Adjusted OIBDA CAGR of 6.0% during the three-year performance period, with over- and under-performance payout opportunities should the Adjusted OIBDA CAGR exceed or fail to meet the target, as applicable. The performance payout may be adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies. A performance range of 75% to 167.5% of the target Adjusted OIBDA 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% on each of April 1, 2019 and October 1, 2019.

Liberty Global Performance Grant Award

Effective April 30, 2014, our compensation committee authorized the grant of PGUs to our Chief Executive Officer, comprising a total of one million PGUs with respect to Class A Old Liberty Global Shares and one million PGUs with respect to Class B Old Liberty Global Shares. The PGUs, which were subject to a performance condition that was achieved in 2014, vest in three equal annual installments, the first of which occurred on March 15, 2015. Our Chief Executive Officer also received 41,589 PGUs with respect to each Class A and Class B LiLAC Shares as a result of the LiLAC Distribution in 2016 and 33,333 PGUs with respect to each Class A and Class B LiLAC Shares as a result of the LiLAC Transaction in 2015. Each of these additional distributions vest over the same period as the May 1, 2014 award grant described above.

Liberty Global Challenge Performance Awards

Effective June 24, 2013, our compensation committee approved the Challenge Performance Awards, which consisted solely of PSARs for our senior executive officers and a combination of PSARs and PSUs for our other executive officers and key employees. Each PSU represented the right to receive one Liberty Global or LiLAC Class A or Class C ordinary share, as applicable. The performance criteria for the Challenge Performance Awards was based on the participant’s performance and achievement of individual goals in each of the years 2013, 2014 and 2015. As a result of satisfying performance conditions, 100% of the then outstanding Challenge Performance Awards vested and became fully exercisable on June 24, 2016. The PSARs have a term of seven years and base prices equal to the respective market closing prices of the applicable class on the grant date.

LiLAC Distribution

In connection with the LiLAC Distribution, our compensation committee approved modifications to our outstanding share-based incentive awards (the 2016 Award Modification) in accordance with the underlying share-based incentive plans. The objective of our compensation committee was to ensure a relatively unchanged intrinsic value of outstanding equity awards before and after the LiLAC Distribution. The mechanism to modify outstanding share-based incentive awards, as approved by our compensation committee, utilized an analysis of the prices of the respective shares before and after the share issuance. Based upon this approach, we determined the incremental value associated with the 2016 Award Modification was immaterial. As a result, we did not recognize any incremental share-based compensation expense associated with the 2016 Award Modification. The impact of the LiLAC Distribution is separately presented in the below tables.

Share-based Award Activity Liberty Global Ordinary Shares

The following tables summarize the share-based award activity during 2016 with respect to awards issued by Liberty Global:

Liberty Global Shares


Options — Class A ordinary shares
 
Number of
shares
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
873,333

 
$
22.85

 
 
 
 
Granted
 
79,899

 
$
36.06

 
 
 
 
Forfeited
 
(9,328
)
 
$
34.59

 
 
 
 
Exercised
 
(207,034
)
 
$
20.99

 
 
 
 
Outstanding at June 30, 2016
 
736,870

 
$
24.66

 
 
 
 
Impact of the LiLAC Distribution
 
39,000

 
$
(3.49
)
 
 
 
 
Outstanding at July 1, 2016
 
775,870

 
$
21.17

 
 
 
 
Forfeited
 
(5,597
)
 
$
16.65

 
 
 
 
Exercised
 
(62,980
)
 
$
17.55

 
 
 
 
Outstanding at December 31, 2016
 
707,293

 
$
21.53

 
4.0
 
$
7.5

Exercisable at December 31, 2016
 
491,061

 
$
17.93

 
3.2
 
$
6.6

Liberty Global Shares continued:
Options — Class C ordinary shares
 
Number of
shares
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
2,738,536

 
$
23.98

 
 
 
 
Granted
 
159,798

 
$
35.15

 
 
 
 
Forfeited
 
(51,787
)
 
$
35.07

 
 
 
 
Exercised
 
(541,147
)
 
$
19.40

 
 
 
 
Outstanding at June 30, 2016
 
2,305,400

 
$
25.58

 
 
 
 
Impact of the LiLAC Distribution
 
166,139

 
$
(3.43
)
 
 
 
 
Outstanding at July 1, 2016
 
2,471,539

 
$
22.15

 
 
 
 
Granted
 
499,552

 
$
26.43

 
 
 
 
Forfeited
 
(65,243
)
 
$
28.24

 
 
 
 
Exercised
 
(151,368
)
 
$
16.73

 
 
 
 
Outstanding at December 31, 2016
 
2,754,480

 
$
23.08

 
3.5
 
$
21.5

Exercisable at December 31, 2016
 
1,285,751

 
$
16.50

 
3.1
 
$
17.7

SARs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
7,693,152

 
$
34.89

 
 
 
 
Granted
 
2,641,914

 
$
37.73

 
 
 
 
Forfeited
 
(123,302
)
 
$
43.48

 
 
 
 
Exercised
 
(336,732
)
 
$
11.64

 
 
 
 
Outstanding at June 30, 2016
 
9,875,032

 
$
36.34

 
 
 
 
Impact of the LiLAC Distribution
 
616,160

 
$
(4.62
)
 
 
 
 
Outstanding at July 1, 2016
 
10,491,192

 
$
31.72

 
 
 
 
Granted
 
144,740

 
$
32.12

 
 
 
 
Forfeited
 
(199,840
)
 
$
37.27

 
 
 
 
Exercised
 
(131,027
)
 
$
19.66

 
 
 
 
Outstanding at December 31, 2016
 
10,305,065

 
$
31.77

 
4.5
 
$
26.6

Exercisable at December 31, 2016
 
5,284,047

 
$
28.26

 
3.3
 
$
26.4


Liberty Global Shares continued:
SARs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
18,685,347

 
$
31.70

 
 
 
 
Granted
 
5,283,828

 
$
36.60

 
 
 
 
Forfeited
 
(256,622
)
 
$
41.60

 
 
 
 
Exercised
 
(995,103
)
 
$
11.66

 
 
 
 
Outstanding at June 30, 2016
 
22,717,450

 
$
33.61

 
 
 
 
Impact of the LiLAC Distribution
 
1,412,585

 
$
(4.42
)
 
 
 
 
Outstanding at July 1, 2016
 
24,130,035

 
$
29.19

 
 
 
 
Granted
 
289,480

 
$
31.22

 
 
 
 
Forfeited
 
(409,379
)
 
$
35.63

 
 
 
 
Exercised
 
(451,744
)
 
$
18.12

 
 
 
 
Outstanding at December 31, 2016
 
23,558,392

 
$
29.32

 
4.2
 
$
79.7

Exercisable at December 31, 2016
 
13,327,427

 
$
25.68

 
3.1
 
$
79.0


PSARs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
2,889,457

 
$
31.93

 
 
 
 
Forfeited
 
(657
)
 
$
31.87

 
 
 
 
Outstanding at June 30, 2016
 
2,888,800

 
$
31.93

 
 
 
 
Impact of the LiLAC Distribution
 
16,559

 
$
(4.17
)
 
 
 
 
Outstanding at July 1, 2016
 
2,905,359

 
$
27.76

 
 
 
 
Exercised
 
(27,846
)
 
$
27.71

 
 
 
 
Outstanding at December 31, 2016 (a)
 
2,877,513

 
$
27.76

 
3.4
 
$
8.2

Exercisable at December 31, 2016
 
2,877,513

 
$
27.76

 
3.4
 
$
8.2


Liberty Global Shares continued:
PSARs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
8,629,481

 
$
30.52

 
 
 
 
Forfeited
 
(1,961
)
 
$
30.46

 
 
 
 
Outstanding at June 30, 2016
 
8,627,520

 
$
30.52

 
 
 
 
Impact of the LiLAC Distribution
 
51,613

 
$
(4.12
)
 
 
 
 
Outstanding at July 1, 2016
 
8,679,133

 
$
26.40

 
 
 
 
Exercised
 
(97,761
)
 
$
26.27

 
 
 
 
Outstanding at December 31, 2016 (a)
 
8,581,372

 
$
26.40

 
3.4
 
$
28.5

Exercisable at December 31, 2016
 
8,581,372

 
$
26.40

 
3.4
 
$
28.5


RSUs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
564,976

 
$
44.06

 
 
Granted
 
268,427

 
$
37.72

 
 
Forfeited
 
(23,233
)
 
$
46.22

 
 
Released from restrictions
 
(101,374
)
 
$
41.30

 
 
Outstanding at June 30, 2016
 
708,796

 
$
41.98

 
 
Impact of the LiLAC Distribution
 
101,140

 
$
(5.73
)
 
 
Outstanding at July 1, 2016
 
809,936

 
$
36.25

 
 
Granted
 
39,198

 
$
32.11

 
 
Forfeited
 
(49,529
)
 
$
37.83

 
 
Released from restrictions
 
(130,545
)
 
$
35.00

 
 
Outstanding at December 31, 2016
 
669,060

 
$
36.13

 
3.0
Liberty Global Shares continued:
RSUs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
1,194,182

 
$
41.64

 
 
Granted
 
536,854

 
$
36.59

 
 
Forfeited
 
(50,385
)
 
$
44.29

 
 
Released from restrictions
 
(236,244
)
 
$
38.06

 
 
Outstanding at June 30, 2016
 
1,444,407

 
$
40.26

 
 
Impact of the LiLAC Distribution
 
215,866

 
$
(5.38
)
 
 
Outstanding at July 1, 2016
 
1,660,273

 
$
34.88

 
 
Granted
 
78,396

 
$
31.21

 
 
Forfeited
 
(102,806
)
 
$
36.22

 
 
Released from restrictions
 
(285,730
)
 
$
35.01

 
 
Outstanding at December 31, 2016
 
1,350,133

 
$
34.54

 
3.0

PSUs and PGUs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
1,690,200

 
$
42.61

 
 
Granted
 
2,075,660

 
$
34.70

 
 
Performance adjustment (b)
 
17,499

 
$
39.33

 
 
Forfeited
 
(16,719
)
 
$
45.12

 
 
Released from restrictions
 
(696,341
)
 
$
39.51

 
 
Outstanding at June 30, 2016
 
3,070,299

 
$
37.93

 
 
Impact of the LiLAC Distribution
 
97,105

 
$
(4.47
)
 
 
Outstanding at July 1, 2016
 
3,167,404

 
$
33.46

 
 
Granted
 
96,604

 
$
32.10

 
 
Forfeited
 
(28,538
)
 
$
34.01

 
 
Released from restrictions
 
(254,883
)
 
$
34.78

 
 
Outstanding at December 31, 2016
 
2,980,587

 
$
33.30

 
2.2

Liberty Global Shares continued:
PGUs — Class B ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
666,667

 
$
42.43

 
 
Released from restriction
 
(333,333
)
 
$
42.43

 
 
Outstanding at June 30, 2016
 
333,334

 
$
42.43

 
 
Impact of the LiLAC Distribution
 

 
$
(4.71
)
 
 
Outstanding at July 1, 2016
 
333,334

 
$
37.72

 

Outstanding at December 31, 2016
 
333,334

 
$
37.72

 
0.2
PSUs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
2,158,351

 
$
41.30

 
 
Granted
 
4,151,320

 
$
33.63

 
 
Performance adjustment (b)
 
35,000

 
$
38.08

 
 
Forfeited
 
(33,508
)
 
$
43.47

 
 
Released from restrictions
 
(837,276
)
 
$
35.58

 
 
Outstanding at June 30, 2016
 
5,473,887

 
$
36.32

 
 
Impact of the LiLAC Distribution
 
204,111

 
$
(4.30
)
 
 
Outstanding at July 1, 2016
 
5,677,998

 
$
32.02

 
 
Granted
 
193,208

 
$
31.15

 
 
Forfeited
 
(57,370
)
 
$
33.15

 
 
Released from restrictions
 
(511,385
)
 
$
34.04

 
 
Outstanding at December 31, 2016
 
5,302,451

 
$
31.78

 
2.4
_______________

(a)
The performance criteria was achieved during 2016 and, as a result, all then outstanding awards became fully exercisable.

(b)
Represents the increase in PSUs associated with the first quarter 2016 determination that 103.6% of the PSUs that were granted in 2014 (the 2014 PSUs) had been earned. As of December 31, 2016, all of the earned 2014 PSUs have been released from restriction.

LiLAC Shares
Options — Class A ordinary shares
 
Number of
shares
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
21,233

 
$
24.29

 
 
 
 
Granted
 
3,995

 
$
37.16

 
 
 
 
Forfeited
 
(238
)
 
$
43.84

 
 
 
 
Exercised
 
(1,312
)
 
$
9.56

 
 
 
 
Outstanding at June 30, 2016
 
23,678

 
$
27.08

 
 
 
 
Impact of the LiLAC Distribution
 
59,140

 
$
1.71

 
 
 
 
Outstanding at July 1, 2016
 
82,818

 
$
28.79

 

 

Outstanding at December 31, 2016
 
82,818

 
$
28.79

 
3.6
 
$
0.3

Exercisable at December 31, 2016
 
57,331

 
$
23.13

 
2.7
 
$
0.3

Options — Class C ordinary shares
 
Number of
shares
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
57,742

 
$
22.42

 
 
 
 
Granted
 
7,990

 
$
38.67

 
 
 
 
Forfeited
 
(474
)
 
$
43.91

 
 
 
 
Exercised
 
(4,439
)
 
$
9.86

 
 
 
 
Outstanding at June 30, 2016
 
60,819

 
$
25.30

 
 
 
 
Impact of the LiLAC Distribution
 
151,783

 
$
1.27

 
 
 
 
Outstanding at July 1, 2016
 
212,602

 
$
26.57

 

 

Outstanding at December 31, 2016
 
212,602

 
$
26.57

 
3.3
 
$
0.8

Exercisable at December 31, 2016
 
161,637

 
$
21.78

 
2.6
 
$
0.8



LiLAC Shares continued:
SARs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
233,192

 
$
31.07

 
 
 
 
Granted
 
71,990

 
$
37.53

 
 
 
 
Forfeited
 
(1,963
)
 
$
39.57

 
 
 
 
Exercised
 
(6,852
)
 
$
7.84

 
 
 
 
Outstanding at June 30, 2016
 
296,367

 
$
33.12

 
 
 
 
Impact of the LiLAC Distribution
 
719,933

 
$
2.36

 
 
 
 
Outstanding at July 1, 2016
 
1,016,300

 
$
35.48

 

 

Granted
 
502,892

 
$
34.76

 

 

Forfeited
 
(30,893
)
 
$
35.44

 
 
 
 
Exercised
 
(1,898
)
 
$
12.78

 
 
 
 
Outstanding at December 31, 2016
 
1,486,401

 
$
35.27

 
5.0
 
$
0.7

Exercisable at December 31, 2016
 
571,960

 
$
31.03

 
3.1
 
$
0.7

SARs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
579,273

 
$
29.73

 
 
 
 
Granted
 
143,980

 
$
40.61

 
 
 
 
Forfeited
 
(4,173
)
 
$
39.81

 
 
 
 
Exercised
 
(19,413
)
 
$
8.01

 
 
 
 
Outstanding at June 30, 2016
 
699,667

 
$
32.51

 
 
 
 
Impact of the LiLAC Distribution
 
1,709,612

 
$
1.53

 
 
 
 
Outstanding at July 1, 2016
 
2,409,279

 
$
34.04

 

 


Granted
 
1,005,784

 
$
35.14

 

 

Forfeited
 
(61,972
)
 
$
35.86

 
 
 
 
Exercised
 
(49,705
)
 
$
13.49

 
 
 
 
Outstanding at December 31, 2016
 
3,303,386

 
$
34.65

 
4.7
 
$
1.4

Exercisable at December 31, 2016
 
1,456,876

 
$
29.94

 
2.9
 
$
1.4

LiLAC Shares continued:
PSARs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
140,127

 
$
30.08

 
 
 
 
Forfeited
 
(33
)
 
$
30.02

 
 
 
 
Outstanding at June 30, 2016
 
140,094

 
$
30.08

 
 
 
 
Impact of the LiLAC Distribution
 
346,640

 
$
2.38

 
 
 
 
Outstanding at July 1, 2016
 
486,734

 
$
32.46

 
 
 
 
Outstanding at December 31, 2016 (a)
 
486,734

 
$
32.46

 
3.5
 
$

Exercisable at December 31, 2016
 
486,734

 
$
32.46

 
3.5
 
$

PSARs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2016
 
418,492

 
$
30.30

 
 
 
 
Forfeited
 
(99
)
 
$
30.23

 
 
 
 
Outstanding at June 30, 2016
 
418,393

 
$
30.30

 
 
 
 
Impact of the LiLAC Distribution
 
1,035,238

 
$
2.01

 
 
 
 
Outstanding at July 1, 2016
 
1,453,631

 
$
32.31

 
 
 
 
Outstanding at December 31, 2016 (a)
 
1,453,631

 
$
32.31

 
3.5
 
$

Exercisable at December 31, 2016
 
1,453,631

 
$
32.31

 
3.5
 
$


RSUs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
1,713

 
$
45.12

 
 
Granted
 
52,349

 
$
40.79

 
 
Released from restrictions
 
(301
)
 
$
48.09

 
 
Outstanding at June 30, 2016
 
53,761

 
$
40.89

 
 
Impact of the LiLAC Distribution
 
3,365

 
$
0.01

 
 
Outstanding at July 1, 2016
 
57,126

 
$
40.90

 
 
Granted
 
128,550

 
$
34.81

 

Forfeited
 
(15,356
)
 
$
38.05

 
 
Released from restrictions
 
(10,939
)
 
$
41.28

 
 
Outstanding at December 31, 2016
 
159,381

 
$
36.24

 
3.0
LiLAC Shares continued:
RSUs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
3,428

 
$
43.97

 
 
Granted
 
128,186

 
$
42.79

 
 
Released from restrictions
 
(606
)
 
$
44.03

 
 
Outstanding at June 30, 2016
 
131,008

 
$
42.82

 
 
Impact of the LiLAC Distribution
 
6,938

 
$
(0.18
)
 
 
Outstanding at July 1, 2016
 
137,946

 
$
42.64

 
 
Granted
 
257,135

 
$
35.20

 
 
Forfeited
 
(34,375
)
 
$
39.64

 
 
Released from restrictions
 
(26,067
)
 
$
42.67

 
 
Outstanding at December 31, 2016
 
334,639

 
$
37.23

 
3.0
PSUs and PGUs — Class A ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
86,303

 
$
42.56

 
 
Granted
 
72,848

 
$
35.46

 
 
Performance adjustment (b)
 
870

 
$
39.33

 
 
Forfeited
 
(755
)
 
$
46.11

 
 
Released from restrictions
 
(34,413
)
 
$
39.57

 
 
Outstanding at June 30, 2016
 
124,853

 
$
39.20

 
 
Impact of the LiLAC Distribution
 
316,800

 
$
(3.51
)
 

Outstanding at July 1, 2016
 
441,653

 
$
35.69

 
 
Granted
 
7,108

 
$
30.67

 
 
Forfeited
 
(1,890
)
 
$
34.85

 
 
Released from restrictions
 
(55,893
)
 
$
35.94

 
 
Outstanding at December 31, 2016
 
390,978

 
$
35.57

 
2.0

PGUs — Class B ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
33,333

 
$
42.43

 
 
Released from restriction
 
(16,666
)
 
$
42.43

 
 
Outstanding at June 30, 2016
 
16,667

 
$
42.43

 
 
Impact of the LiLAC Distribution
 
41,589

 
$
(3.36
)
 
 
Outstanding at July 1, 2016
 
58,256

 
$
39.07

 
 
Outstanding at December 31, 2016
 
58,256

 
$
39.07

 
0.2

LiLAC Shares continued:
PSUs — Class C ordinary shares
 
Number of
shares
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2016
 
111,215

 
$
41.36

 
 
Granted
 
145,696

 
$
37.70

 
 
Performance adjustment (b)
 
1,741

 
$
38.08

 
 
Forfeited
 
(1,518
)
 
$
44.44

 
 
Released from restrictions
 
(40,692
)
 
$
35.69

 
 
Outstanding at June 30, 2016
 
216,442

 
$
39.91

 
 
Impact of the LiLAC Distribution
 
563,081

 
$
(5.17
)
 

Outstanding at July 1, 2016
 
779,523

 
$
34.74

 
 
Granted
 
14,216

 
$
30.82

 
 
Forfeited
 
(3,782
)
 
$
34.53

 
 
Released from restrictions
 
(124,406
)
 
$
34.12

 
 
Outstanding at December 31, 2016
 
665,551

 
$
34.77

 
2.3
_______________

(a)
All outstanding awards became fully exercisable during 2016 as the performance criteria was achieved during the year.

(b)
Represents the increase in PSUs associated with the first quarter 2016 determination that 103.6% of the 2014 PSUs had been earned. As of December 31, 2016, all of the earned 2014 PSUs have been released from restrictions.