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Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

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


	Year ended December 31,
	2023		2022		2021
	in millions

Liberty Global:
Non-performance based incentive awards (a)	$	157.4	$	133.5	$	168.6
Performance-based incentive awards (b)	6.9		7.1		59.6
Other (c)	33.5		30.8		33.6
Total Liberty Global (d)	197.8		171.4		261.8
Telenet share-based incentive awards (e)	27.7		10.9		35.1
Other	5.5		9.8		11.2
Total	$	231.0	$	192.1	$	308.1
Included in:
Other operating expenses	$	11.7	$	4.9	$	13.7
SG&A expenses	219.3		187.2		294.4
Total	$	231.0	$	192.1	$	308.1

_______________

(a)In April 2023, with respect to 2016 through 2018 grants, and in April 2021, with respect to 2014 and 2015 grants, the compensation committee of our board of directors approved the extension of the expiration dates of outstanding SARs and director options from a seven-year term to a ten-year term (prior to 2019, awards granted under the 2014 Incentive Plans, as defined and described below, expired seven years after the grant date). Accordingly, the Black-Scholes fair values of the respective outstanding awards increased, resulting in the recognition of an aggregate incremental share-based compensation expense of $27.1 million and $22.7 million during 2023 and 2021, respectively.

(b)Includes share-based compensation expense related to (i) for 2023, certain Telenet Replacement Awards, as defined and described below, (ii) for 2022 and 2021, our 2019 Challenge Performance Awards and (iii) for 2021, the 2019 PSUs and our 2019 CEO Performance Award, each as defined and described below.

(c)Represents annual incentive compensation and defined contribution plan liabilities that have been or are expected to be settled with Liberty Global common 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 common shares of Liberty Global in lieu of cash. In addition, amounts include compensation expense related to the Ventures Incentive Plans as defined and described below.

(d)In accordance with the terms of the Telenet Takeover Bid, we issued Liberty Global share-based incentive awards (Telenet Replacement Awards) to employees and former directors of Telenet in exchange for corresponding Telenet awards. In connection with the Telenet Takeover Bid, the Telenet Replacement Awards were remeasured as of October 13, 2023 in a 1:2 ratio between Liberty Global Class A and Liberty Global Class C shares. No incremental share-based compensation expense was recognized from the remeasurement and modification of the Telenet awards. The Telenet Replacement Awards were re-granted on November 7, 2023, resulting in total share-based compensation expense of $50.0 million, of which $8.5 million was recognized on this date due to the immediate vesting of select Telenet Replacement Awards. The remaining expense of $41.5 million will be amortized over the remaining service periods of the unvested Telenet Replacement Awards, subject to forfeitures and the satisfaction of performance conditions as further described below. For further information regarding the Telenet Takeover Bid, see note 14.

(e)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards prior to the Telenet Takeover Bid. In addition, €7.6 million ($8.2 million at the applicable rate) was expensed during the fourth quarter of 2023 related to the reimbursement of certain employee income taxes associated with the ESOP 2019 and the ESOP 2020, each as defined and described below.

Schedule of Stock Compensation Assumptions

The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global common shares (includes amounts related to awards held by employees of our discontinued operations, unless otherwise noted):


	Year ended December 31,
	2023		2022		2021

Assumptions used to estimate fair value of options and SARs granted:
Risk-free interest rate	3.12 - 4.10%		2.27 - 3.09%		0.48 - 1.13%
Expected life	3.7 - 6.2 years		3.7 - 6.2 years		3.7 - 6.2 years
Expected volatility	29.0 - 33.1%		33.5 - 38.1%		30.8 - 33.2%
Expected dividend yield	none		none		none
Weighted average grant-date fair value per share of awards granted:
Options	$	7.18	$	9.90	$	8.75
SARs	$	5.85	$	7.50	$	6.79

RSUs	$	18.59	$	25.51	$	25.69

PSUs	$	16.60	(a)		(a)
Total intrinsic value of awards exercised (in millions):
Options	(b)		$	0.5	$	1.4
SARs	$	4.6	$	7.0	$	28.9
PSARs	(b)		$	0.2	$	0.1
Cash received from exercise of options (in millions)	$	1.2	$	13.0	$	8.9
Income tax benefit related to share-based compensation of our continuing operations (in millions)	$	17.4	$	1.3	$	14.9

_______________

(a)There were no grants of PSUs made during the indicated period.

(b)There were no exercises of this award type during the year ended December 31, 2023.

Schedule of Estimated Fair Value of the Final Payouts

The estimated fair value of the final payouts under our Ventures Incentive Plans as of December 31, 2023 are shown below:

Performance period

Vesting date

Estimated fair value of final payout

in millions

2021 Ventures Incentive Plan

12/31/2020 - 12/31/2023

March 31, 2024

15.4

2022 Ventures Incentive Plan

12/31/2021 - 12/31/2024

March 15, 2025

9.3

2023 Ventures Incentive Plan

12/31/2022 - 12/31/2025

March 15, 2026

12.0

2023 Tech Ventures Incentive Plan

12/31/2022 - 12/31/2025

March 15, 2026

0.9

Total

37.6

Schedule of Stock Options Activity

The following tables summarize the share-based award activity during 2023 with respect to awards issued by Liberty Global. 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, with respect to share-based awards held by Liberty Global employees, the number of shares to be issued upon vesting or exercise is reduced by the amount of the employee’s required income tax withholding.


Options — Class A common shares	Number of awards	Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
				in years	in millions

Outstanding at January 1, 2023	608,258	$	30.02
Granted	59,672	17.22
Forfeited	(45,753)	28.89


Outstanding at December 31, 2023	622,177	$	28.87	3.5	$	—
Exercisable at December 31, 2023	522,207	$	30.60	2.5	$	—


Options — Class C common shares	Number of awards	Weighted average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
				in years	in millions

Outstanding at January 1, 2023	2,465,294	$	25.84
Granted	386,050	19.02
Forfeited	(146,961)	27.22


Outstanding at December 31, 2023	2,704,383	$	24.79	5.2	$	1.4
Exercisable at December 31, 2023	2,028,231	$	25.76	4.0	$	1.4


SARs — Class A common shares	Number of awards	Weighted average base price		Weighted average remaining contractual term	Aggregate intrinsic value
				in years	in millions

Outstanding at January 1, 2023	21,183,640	$	26.98
Granted	2,564,253	18.53
Forfeited	(2,982,585)	28.38
Exercised	(334,868)	16.05

Outstanding at December 31, 2023	20,430,440	$	25.90	5.1	$	5.5
Exercisable at December 31, 2023	15,176,348	$	27.14	3.9	$	5.5


SARs — Class C common shares	Number of awards	Weighted average base price		Weighted average remaining contractual term	Aggregate intrinsic value
				in years	in millions

Outstanding at January 1, 2023	49,778,158	$	26.20
Granted	6,632,778	19.39
Forfeited	(8,166,202)	27.03
Exercised	(710,018)	15.12

Outstanding at December 31, 2023	47,534,716	$	25.28	5.5	$	22.1
Exercisable at December 31, 2023	32,831,063	$	26.32	4.2	$	22.1


PSARs — Class A common shares	Number of awards	Weighted average base price		Weighted average remaining contractual term	Aggregate intrinsic value
				in years	in millions

Outstanding at January 1, 2023	3,281,811	$	25.97

Forfeited	(43,451)	25.97


Outstanding at December 31, 2023	3,238,360	$	25.97	5.2	$	—
Exercisable at December 31, 2023	3,238,360	$	25.97	5.2	$	—


PSARs — Class C common shares	Number of awards	Weighted average base price		Weighted average remaining contractual term	Aggregate intrinsic value
				in years	in millions

Outstanding at January 1, 2023	6,417,033	$	25.22

Forfeited	(81,960)	25.22


Outstanding at December 31, 2023	6,335,073	$	25.22	5.2	$	—
Exercisable at December 31, 2023	6,335,073	$	25.22	5.2	$	—

The following tables summarize the share-based awards held by former employees of Liberty Global subsequent to certain split-off or disposal transactions. Any future exercises of SARs or PSARs, or vesting of RSUs will increase the number of our outstanding common shares.


	Number of awards	Weighted average exercise or base price		Weighted average remaining contractual term	Aggregate intrinsic value
				in years	in millions
Options, SARs and PSARs:
Class A:
Outstanding	1,122,607	$	32.54	2.4	$	0.1
Exercisable	1,090,530	$	32.81	2.2	$	0.1
Class C:
Outstanding	2,221,159	$	31.64	3.0	$	0.2
Exercisable	2,157,015	$	31.88	2.9	$	0.2

Schedule of Other-than-Options Activity


RSUs — Class A common shares	Number of awards	Weighted average grant-date fair value per share		Weighted average remaining contractual term
				in years

Outstanding at January 1, 2023	1,984,663	$	22.92
Granted	2,189,968	17.86
Forfeited	(135,105)	22.79
Released from restrictions	(1,592,848)	20.38

Outstanding at December 31, 2023	2,446,678	$	20.05	2.2


RSUs — Class B common shares	Number of awards	Weighted average grant-date fair value per share		Weighted average remaining contractual term
				in years

Outstanding at January 1, 2023	7,890	$	25.24

Forfeited	(7,890)	25.24


Outstanding at December 31, 2023	—	$	—	—


RSUs — Class C common shares	Number of awards	Weighted average grant-date fair value per share		Weighted average remaining contractual term
				in years

Outstanding at January 1, 2023	3,968,778	$	22.75
Granted	4,867,995	18.92
Forfeited	(270,175)	23.10
Released from restrictions	(3,183,702)	20.33

Outstanding at December 31, 2023	5,382,896	$	20.70	2.3


PSUs — Class A common shares	Number of awards	Weighted average grant-date fair value per share		Weighted average remaining contractual term
				in years

Outstanding at January 1, 2023	—	$	—
Granted	564,660	15.78
Forfeited	(1,724)	15.78
Released from restrictions	(118,488)	15.78

Outstanding at December 31, 2023	444,448	$	15.78	1.6


PSUs — Class C common shares	Number of awards	Weighted average grant-date fair value per share		Weighted average remaining contractual term
				in years

Outstanding at January 1, 2023	—	$	—
Granted	1,042,067	17.05
Forfeited	(3,183)	17.05
Released from restrictions	(218,670)	17.05

Outstanding at December 31, 2023	820,214	$	17.05	1.6


	Number of awards	Weighted average grant-date fair value per share		Weighted average remaining contractual term
				in years
Outstanding RSUs:

Class A	14,501	$	22.69	1.6


Class C	28,987	$	23.06	1.6