Share-based Compensation

9 Months Ended

Sep. 30, 2018

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

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 our aggregate share-based compensation expense is set forth below:



	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
	in millions
Liberty Global:
Performance-based incentive awards (a)	$	9.3	$	(6.1	)	$	26.0	$	13.7
Non-performance based share-based incentive awards	18.3		22.4			64.6		68.7
Other (b)	8.9		—			29.4		—
Total Liberty Global	36.5		16.3			120.0		82.4
Other	6.3		5.2			11.0		19.4
Total	$	42.8	$	21.5		$	131.0	$	101.8
Included in:
Other operating expense	$	1.2	$	1.0		$	2.2	$	2.9
SG&A expense	41.6		20.5			128.8		98.9
Total	$	42.8	$	21.5		$	131.0	$	101.8

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(a)	Includes share-based compensation expense related to (i) performance-based restricted share units (PSUs) and (ii) through March 31, 2017, performance grant units (PGUs) held by our Chief Executive Officer.

(b)

Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global ordinary shares. In the case of the annual incentive compensation, shares will be issued to senior management and key employees pursuant to a shareholding incentive program that was implemented in 2018. The shareholding incentive program allows these employees to elect to receive up to 100% of their annual incentive compensation in ordinary shares of Liberty Global in lieu of cash.

The following table provides the aggregate number of options and share appreciation rights (SARs) with respect to awards issued by Liberty Global that were (i) outstanding and (ii) exercisable as of September 30, 2018:



	Class A			Class C
	Number of shares underlying awards	Weighted Average exercise or base price		Number of shares underlying awards	Weighted Average exercise or base price
Held by Liberty Global employees:
Outstanding	16,021,880	$	32.23	37,027,043	$	30.32
Exercisable	9,579,098	$	32.04	23,213,374	$	29.80

Held by former Liberty Global employees:
Outstanding	1,220,423	$	32.81	2,861,651	$	30.62
Exercisable	997,219	$	32.17	2,414,209	$	29.88

The following table provides the aggregate number of restricted share units (RSUs) and PSUs that were outstanding as of September 30, 2018:



	Class A	Class C
Held by Liberty Global employees:
RSUs	664,539	1,336,706
PSUs (a)	1,750,794	3,506,744
Held by former Liberty Global employees:
RSUs	12,481	25,000
PSUs	177,505	355,419

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(a)	Amounts do not include the 2018 PSUs, as defined and described below.

2018 PSUs

During the first nine months of 2018, the compensation committee of our board of directors approved the grant of an aggregate 1,158,446 and 2,316,892 Class A and Class C PSUs, respectively, to executive officers and key employees (the 2018 PSUs) pursuant to a performance plan that is based on the achievement of a specified compound annual growth rate (CAGR) with respect to our Adjusted OIBDA (as defined in note 16) during the two-year period ending December 31, 2019. The 2018 PSUs include over- and under-performance payout opportunities should the Adjusted OIBDA CAGR exceed or fail to meet the target, as applicable. A performance range of 50% to 125% of the target Adjusted OIBDA CAGR will generally result in award recipients earning 50% to 150% of their target 2018 PSUs, subject to reduction or forfeiture based on individual performance. The earned 2018 PSUs will vest 50% on April 1, 2020 and 50% on October 1, 2020. As of September 30, 2018, the target Adjusted OIBDA CAGR had not yet been determined. Accordingly, no share-based compensation expense has been recognized related to the 2018 PSUs. On October 26, 2018, the target Adjusted OIBDA CAGR was determined, and compensation expense with respect to the 2018 PSUs will be recognized prospectively from this date.