Share-based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [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,
		2022		2021
		in millions

Liberty Global:
Performance-based incentive awards (a)		$	7.1	$	24.0
Non-performance based incentive awards		33.0		25.4
Other (b)		9.0		7.4
Total Liberty Global		49.1		56.8
Other		2.3		6.6
Total		$	51.4	$	63.4
Included in:
Other operating expense		$	0.3	$	1.2
SG&A expense		51.1		62.2
Total		$	51.4	$	63.4

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(a)Includes share-based compensation expense related to (i) our 2019 Challenge Performance Awards and (ii) in the 2021 period, performance-based restricted share units (PSUs) and our 2019 CEO Performance Award.

(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 have been or 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. In addition, the amount for the 2022 period includes compensation expense related to the 2021 Ventures Incentive Plan.

The following table provides the aggregate number of options, share appreciation rights (SARs) and performance-based share appreciation rights (PSARs) with respect to awards issued by Liberty Global that were (i) outstanding and (ii) exercisable as of March 31, 2022:


	Class A			Class C
	Gross number of shares underlying option, SAR and PSAR awards (a)	Weighted average exercise or base price		Gross number of shares underlying option, SAR and PSAR awards (a)	Weighted average exercise or base price

Held by Liberty Global employees:
Outstanding	24,704,924	$	26.95	57,877,500	$	26.03
Exercisable	15,854,220	$	29.38	34,224,901	$	28.18

Held by former Liberty Global employees (b):
Outstanding	1,676,701	$	31.38	4,402,717	$	28.99
Exercisable	1,518,278	$	32.46	4,085,896	$	29.66

_______________

(a)Amounts represent the gross number of shares associated with option, SAR and PSAR awards issued to our current and former employees and our directors. Our company settles SARs and PSARs on a net basis when exercised by the award holder, whereby the number of shares issued represents the excess value of the award based on the market price of the respective Liberty Global shares at the time of exercise relative to the award’s exercise price. In addition, the number of shares issued is further reduced by the amount of the employee’s required income tax withholding.

(b)Amounts represent certain share-based awards that continue to be held by former employees of Liberty Global subsequent to certain split-off or disposal transactions. Although future exercises of these awards by former employees will not result in the recognition of share-based compensation expense, such exercises will increase the number of our outstanding ordinary shares.

The following table provides the aggregate number of restricted share units (RSUs) that were outstanding as of March 31, 2022. The number of shares to be issued on the vesting date of these awards will be reduced by the amount of the employee’s required income tax withholding.


	Class A	Class C


Held by Liberty Global employees	2,524,106	5,047,898


Held by Former Liberty Global employees (a)	60,129	121,633

_______________

(a)Amounts represent certain share-based awards that continue to be held by former employees of Liberty Global subsequent to certain split-off or disposal transactions. Although we do not recognize share-based compensation expense with respect to these awards, the future vesting of these RSUs will increase the number of our outstanding ordinary shares.