Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Equity

Equity

Capitalization

At December 31, 2022, 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.

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 (12,994,000 shares issued as of December 31, 2022). Additionally, at December 31, 2022, we have reserved the following ordinary shares for the issuance of outstanding share-based incentive awards:

	Class A	Class C
Options	608,258	2,465,294
SARs	21,183,640	49,778,158
RSUs	1,984,663	3,968,778
PSUs and PSARs	3,281,811	6,417,033

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 or 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.

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 2021 U.K. Companies Act Report dated April 29, 2022, which are our most recent “Relevant Accounts” for purposes of determining our Distributable Reserves under U.K. law, our Distributable Reserves were $17.1 billion as of December 31, 2021. This amount does not reflect earnings, share repurchases or other activity that occurred during 2022, each of which impacts the amount of our Distributable Reserves.

Our board of directors has approved various share repurchase programs for our Liberty Global ordinary shares. Under our repurchase programs, we may acquire from time to time our Class A ordinary shares, Class C ordinary shares or any combination of Class A and Class C ordinary shares. Our repurchase programs may be effected through open market transactions and/or privately negotiated transactions, which may include derivative transactions. The timing of the repurchase of shares pursuant to these programs will depend on a variety of factors, including market conditions and applicable law, and these programs may be implemented in conjunction with brokers for the company and other financial institutions with whom the company has relationships within certain preset parameters and purchases may continue during closed periods in accordance with applicable restrictions. Our share repurchase programs may be suspended or discontinued at any time. In July 2021, our board of directors approved a share repurchase program pursuant to which we are authorized to repurchase 10% of our shares during each of 2022 and 2023, based on the total number of our outstanding shares as of the beginning of each respective year. As determined by our total number of outstanding shares as of December 31, 2022, we are authorized to repurchase approximately 45.9 million of our Class A and/or Class C ordinary shares during 2023. Based on the respective closing share prices as of December 30, 2022, this would equate to total share repurchases during 2023 of approximately $0.9 billion. However, the actual U.S. dollar amount of our share repurchases during 2023 will be determined by the actual transaction date share prices during the year and could differ significantly from this amount.

The following table provides details of our share repurchases during 2022, 2021 and 2020:

	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
2022	3,856,700	$	21.55	69,381,968	$	23.34	$	1,702.6
2021	8,445,800	$	27.31	49,604,048	$	27.23	$	1,581.1
2020	1,309,000	$	22.38	54,473,323	$	19.15	$	1,072.3

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(a)Includes direct acquisition costs, where applicable.

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 aggregate dividends to its shareholders during 2022, 2021 and 2020 of €149.0 million, €306.2 million and €292.4 million, respectively. Our share of these dividends was €91.2 million ($96.2 million at the applicable rate),€182.4 million ($214.0 million at the applicable rate) and €177.8 million ($205.4 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, 2022, a significant portion of our net assets represented net assets of our subsidiaries that were subject to such limitations.