Equity

12 Months Ended

Dec. 31, 2019

Capitalization

At December 31, 2019, our authorized share capital consisted of an aggregate nominal amount of $20.0 million, consisting of any of the following: (i) ordinary shares (Class A, B or C), each with a nominal value of $0.01 per share, (ii) preference shares, with a nominal value to be determined by the board of directors, the issuance of one or more classes or series of which may be authorized by the board of directors, and (iii) any other shares of one or more classes as may be determined by the board of directors or by the shareholders of Liberty Global. For the period beginning July 1, 2015 through the December 29, 2017 completion of the Split-off Transaction, our share capital included (a) our Class A, Class B and Class C Liberty Global ordinary shares (collectively referred to herein as “Liberty Global Shares”) and (b) our LiLAC Class A, Class B and Class C ordinary shares (collectively referred to herein as “LiLAC Shares”). The LiLAC Shares were tracking shares intended to track the economic performance of the LiLAC Group. Pursuant to the Split-off Transaction, the LiLAC Shares were redesignated as deferred shares (which had virtually no economic rights), transferred to a third party and cancelled.

Under Liberty Global’s Articles of Association, effective July 1, 2015, holders of Liberty Global Class A ordinary shares are entitled to one vote for each such share held, and holders of Liberty Global Class B ordinary shares are entitled to 10 votes for each such share held, on all matters submitted to a vote of Liberty Global shareholders at any general meeting (annual or special). Holders of Liberty Global Class C ordinary shares are not entitled to any voting powers except as required by law.

At the option of the holder, each Liberty Global Class B ordinary share is convertible into one Liberty Global Class A ordinary share. One Liberty Global Class A ordinary share is reserved for issuance for each Liberty Global Class B ordinary share that is issued (12,151,526 shares issued as of December 31, 2019). Additionally, at December 31, 2019, we have reserved the following ordinary shares for the issuance of outstanding share-based compensation awards:



	Class A (a)	Class B	Class C (a)

Options	588,258	—	3,506,568
SARs	16,251,617	—	35,682,862
RSUs	515,496	48,786	1,026,010
PSUs and PSARS	7,459,987	1,330,000	14,919,280

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(a)	Includes share-based compensation awards held by former employees of Liberty Global that (i) became employees of Liberty Latin America as a result of the Split-off Transaction or (ii) were employees of entities included in the Vodafone Disposal Group. For additional information, see note 15.

Subject to any preferential rights of any outstanding class of our preference shares, the holders of our ordinary shares are entitled to dividends as may be declared from time to time by our board of directors from funds available therefore. Except with respect to share distributions, whenever a dividend is paid in cash to the holder of one class of our ordinary shares, we shall also pay to the holders of the other classes of our ordinary shares an equal per share dividend. There are currently no contractual restrictions on our ability to pay dividends in cash or shares.

In the event of our liquidation, dissolution and winding up, after payment or provision for payment of our debts and liabilities and subject to the prior payment in full of any preferential amounts to which our preference shareholders, if any, may be entitled, the holders of our ordinary shares will be entitled to receive their proportionate interests, expressed in liquidation units, in any assets available for distribution to our ordinary shares.

A summary of the changes in our share capital during 2017 is set forth in the table below:



	Liberty Global Shares											LiLAC Shares (a)
	Class A			Class B		Class C			Total			Class A			Class B		Class C			Total
	in millions

Balance at January 1, 2017	$	2.5		$	0.1	$	6.3		$	8.9		$	0.5		$	—	$	1.2		$	1.7
Impact of the Split-off Transaction	—			—		—			—			(0.5		)	—		(1.2		)	(1.7		)
Repurchase and cancellation of Liberty Global Shares	(0.3		)	—		(0.5		)	(0.8		)	—			—		—			—
Balance at December 31, 2017	$	2.2		$	0.1	$	5.8		$	8.1		$	—		$	—	$	—		$	—

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(a)	In connection with the Split-off Transaction, the LiLAC Shares were redesignated as deferred shares (with virtually no economic rights), transferred to a third party and cancelled. For additional information regarding the Split-off Transaction, see note 6.

Share Repurchase Programs

As a U.K. incorporated company, we may only elect to repurchase shares or pay dividends to the extent of our “Distributable Reserves.” Distributable Reserves, which are not linked to a GAAP reported amount, may be created through the earnings of the U.K. parent company and, among other methods, through a reduction in share premium approved by the English Companies Court. Based on the amounts set forth in our 2018 U.K. Companies Act Report dated April 25, 2019, which are our most recent “Relevant Accounts” for the purposes of determining our Distributable Reserves under U.K. law, our Distributable Reserves were $20.7 billion as of December 31, 2018. This amount does not reflect earnings, share repurchases or other activity that occurred in 2019, each of which impacts the amount of our Distributable Reserves.

Our board of directors has approved share repurchase programs for our Liberty Global Shares. In addition, from November 2016 through the completion of the Split-off Transaction, we were authorized to repurchase our LiLAC Shares. Under these plans, we receive authorization to acquire up to the specified amount (before direct acquisition costs) of Class A and Class C Liberty Global Shares or LiLAC Shares, or other authorized securities, from time to time through open market or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares or other securities pursuant to our equity repurchase programs, which may be suspended or discontinued at any time, is dependent on a variety of factors, including market conditions. At December 31, 2019, the remaining amount authorized for share repurchases was $66.4 million. In February 2020, our board of directors authorized an additional $1.0 billion for share repurchases.

The following table provides details of our share repurchases during 2019, 2018 and 2017:



	Class A ordinary shares			Class C ordinary shares
	Shares repurchased	Average price paid per share (a)		Shares repurchased	Average price paid per share (a)		Total cost (a)
							in millions
Liberty Global Shares:
2019 (b)	24,348,562	$	27.61	95,395,291	$	26.64	$	3,220.2
2018	15,649,900	$	29.67	54,211,059	$	28.51	$	2,010.0
2017	34,881,510	$	33.73	52,523,651	$	32.71	$	2,894.7

LiLAC Shares:
2017	2,062,233	$	22.84	285,572	$	22.25	$	53.5

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(a)	Includes direct acquisition costs, where applicable.


(b)	Includes repurchases made pursuant to modified Dutch auction cash tenders, comprising 24,002,262 shares of our class A ordinary shares at a per share price of $27.50 and 75,420,009 shares of our class C ordinary shares at a price per share of $27.00, for an aggregate purchase price of $2.7 billion, including direct acquisition costs.

Subsidiary Distributions

From time to time, Telenet and certain other of our subsidiaries make cash distributions to their respective shareholders. Our share of these distributions is eliminated in consolidation and the noncontrolling interest owners’ share of these distributions is reflected as a charge against noncontrolling interests in our consolidated statements of equity. In this regard, Telenet paid dividends to its shareholders during the fourth quarters of 2019 and 2018 of €62.8 million and €600.0 million, respectively. Our share of these dividends was €37.8 million ($42.0 million at the applicable rate) and €351.6 million ($404.8 million at the applicable rate), respectively.

Restricted Net Assets

The ability of certain of our subsidiaries to distribute or loan all or a portion of their net assets to our company is limited by the terms of applicable debt facilities. At December 31, 2019, substantially all of our net assets represented net assets of our subsidiaries that were subject to such limitations.