Share-based Compensation

3 Months Ended

Mar. 31, 2019

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 March 31,
	2019		2018
	in millions
Liberty Global:
Performance-based incentive awards (a)	$	29.9	$	8.7
Non-performance based share-based incentive awards	22.0		22.0
Other (b)	9.9		7.1
Total Liberty Global	61.8		37.8
Other	5.5		4.9
Total	$	67.3	$	42.7
Included in:
Other operating expense	$	0.9	$	1.0
SG&A expense	66.4		41.7
Total	$	67.3	$	42.7

_______________


(a)	Includes share-based compensation expense related to (i) performance-based restricted share units (PSUs) and (ii) for the 2019 period, a challenge performance award plan for certain executive officers and key employees (the 2019 Challenge Performance Awards). The 2019 Challenge Performance Awards include performance-based share appreciation rights (PSARs) and PSUs.

(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. 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, share appreciation rights (SARs) and PSARs with respect to awards issued by Liberty Global that were (i) outstanding and (ii) exercisable as of March 31, 2019:



	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	20,043,088	$	30.89	45,104,300	$	29.32
Exercisable	10,666,743	$	32.38	26,167,940	$	30.04

Held by former Liberty Global employees:
Outstanding	1,197,485	$	33.05	2,793,323	$	30.89
Exercisable	1,042,746	$	32.75	2,483,449	$	30.50

The following table provides the aggregate number of restricted share units (RSUs) and PSUs that were outstanding as of March 31, 2019:



	Class A	Class B	Class C
Held by Liberty Global employees:
RSUs	1,929,071	52,622	3,644,793
PSUs	2,576,197	—	5,156,515
Held by former Liberty Global employees:
RSUs	7,853	—	15,702
PSUs	146,023	—	292,381

2019 Challenge Performance Awards

In March 2019, the compensation committee of our board of directors approved the grant of the 2019 Challenge Performance Awards to executive officers and key employees, which consist of a combination of PSARs and PSUs, in each case divided on a 1:2 ratio based on Liberty Global Class A ordinary shares and Liberty Global Class C ordinary shares. Each PSU represents the right to receive one Liberty Global Class A share or one Liberty Global Class C share, as applicable. The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during a performance period of three years ending on December 31, 2021. Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100% of each participant’s 2019 Challenge Performance Awards will vest on March 7, 2022. The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date.

2019 PSUs

In April 2019, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2019 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 17) during the two-year period ending December 31, 2020. The 2019 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 2019 PSUs, subject to reduction or forfeiture based on individual performance. The earned 2019 PSUs will vest 50% on April 1, 2021 and 50% on October 1, 2021.