v3.10.0.1
Share-based Compensation
 12 Months Ended
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-based Compensation Share-based Compensation

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:
 
Year ended December 31,
 
2018
 
2017
 
2016
 
in millions
Liberty Global:
 
 
 
 
 
Performance-based incentive awards (a)
$
50.8

 
$
23.9

 
$
150.6

Non-performance based share-based incentive awards
90.1

 
93.8

 
96.4

Other (b)
43.4

 
13.7

 
—

Total Liberty Global
184.3


131.4

 
247.0

Telenet share-based incentive awards (c)
19.6

 
20.7

 
12.2

Other
2.1

 
10.1

 
8.9

Total
$
206.0


$
162.2

 
$
268.1

Included in:
 
 
 
 
 
Other operating expenses
$
4.4


$
4.7

 
$
3.4

SG&A expenses
201.6

 
157.5

 
264.7

Total
$
206.0

 
$
162.2

 
$
268.1

_______________

(a)
Includes share-based compensation expense related to (i) PSUs, (ii) in 2016, a challenge performance award plan for certain executive officers and key employees (the Challenge Performance Awards) and (iii) through March 2017, the PGUs held by our Chief Executive Officer. The Challenge Performance Awards included 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 that was implemented in the fourth quarter of 2017. 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.

(c)
Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2018, included performance- and non-performance-based stock option awards with respect to 4,494,002 Telenet shares. These stock option awards had a weighted average exercise price of €42.50 ($48.67).

As of December 31, 2018, $246.7 million of total unrecognized compensation cost related to our Liberty Global share-based compensation awards is expected to be recognized by our company over a weighted-average period of approximately 2.1 years.
The following table summarizes certain information related to the share-based incentive awards granted and exercised with respect to Liberty Global ordinary shares (includes amounts related to awards held by employees of our discontinued operations, unless otherwise noted):
 
Year ended December 31,
 
2018
 
2017
 
2016
Assumptions used to estimate fair value of options, SARs and PSARs granted:
 
 
 
 
 
Risk-free interest rate
2.68 - 2.92%
 
1.66 - 2.16%
 
0.88 - 1.49%
Expected life
3.0 - 4.2 years
 
3.0 - 6.4 years
 
3.1 - 5.5 years
Expected volatility
30.2 - 33.6%
 
25.9 - 37.9%
 
27.4 - 42.9%
Expected dividend yield
none
 
none
 
none
Weighted average grant-date fair value per share of awards granted:
 
 
 
 
 
Options
$
8.99

 
$
9.40

 
$
10.40

SARs
$
7.92

 
$
8.60

 
$
8.60

RSUs
$
28.72

 
$
31.24

 
$
36.67

PSUs
$
23.60

 
$
26.59

 
$
33.97

Total intrinsic value of awards exercised (in millions):
 
 
 
 
 
Options
$
3.8

 
$
13.4

 
$
16.9

SARs and PSARs
$
22.5

 
$
74.8

 
$
42.9

Cash received from exercise of options (in millions)
$
5.7

 
$
11.7

 
$
17.4

Income tax benefit related to share-based compensation of our continuing operations (in millions)
$
18.6

 
$
9.8

 
$
51.1


Share Incentive Plans — Liberty Global Ordinary Shares

Incentive Plans

As of December 31, 2018, we are authorized to grant incentive awards under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan. Generally, we may grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either of these incentive plans (collectively, awards). Ordinary shares issuable pursuant to awards made under these incentive plans will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. Awards may be granted at or above fair value in any class of ordinary shares. The maximum number of Liberty Global ordinary shares with respect to which awards may be issued under the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan is 105 million (of which no more than 50.25 million shares may consist of Class B ordinary shares) and 10.5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan. As of December 31, 2018, the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had 46,220,904 and 9,108,222 ordinary shares available for grant, respectively.

Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest 12.5% on the six month anniversary of the grant date and then vest at a rate of 6.25% each quarter thereafter and (ii) expire seven years after the grant date. Awards (other than RSUs) issued under the Liberty Global 2014 Nonemployee Director Incentive Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire seven years after the grant date. RSUs vest on the date of the first annual general meeting of shareholders following the grant date. These awards may be granted at or above fair value in any class of ordinary shares.

Performance Awards

The following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and key employees.

Liberty Global PSUs

In March 2015, our compensation committee approved the grant of PSUs to executive officers and key employees (the 2015 PSUs). The performance plan for the 2015 PSUs covered a two-year period that ended on December 31, 2016 and included a performance target based on the achievement of a specified compound annual growth rate (CAGR) in a consolidated Adjusted OIBDA metric (as defined in note 19). The performance target was adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability (Adjusted OIBDA CAGR), and the participant’s annual performance ratings during the two-year performance period. Participants earned 99.5% of their targeted awards under the 2015 PSUs, which vested 50% on each of April 1 and October 1 of 2017.

In February 2016, our compensation committee approved the grant of PSUs to executive officers and key employees (the 2016 PSUs) pursuant to a performance plan that is based on the achievement of a specified Adjusted OIBDA CAGR during the three-year period ending December 31, 2018. The 2016 PSUs, as adjusted through the 2017 Award Modification, require delivery of compound annual growth rates of consolidated Adjusted OIBDA CAGR of 6.0% during the three-year performance period for Liberty Global or Liberty Latin America depending on the respective class of shares underlying the award, with over- and under-performance payout opportunities should the Adjusted OIBDA CAGR exceed or fail to meet the target, as applicable. The performance payout may be adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies. The 2016 PSUs will vest 50% on each of April 1, 2019 and October 1, 2019.

During 2018, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2018 PSUs) pursuant to a performance plan that is based on the achievement of a specified Adjusted OIBDA CAGR during the two-year period ending December 31, 2019. The 2018 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 2018 PSUs, subject to reduction or forfeiture based on individual performance. The earned 2018 PSUs will vest 50% on April 1, 2020 and 50% on October 1, 2020. The target Adjusted OIBDA CAGR for the 2018 PSUs was determined on October 26, 2018 and, accordingly, associated compensation expense has been recognized prospectively from that date.

Liberty Global Performance Grant Award

Effective April 30, 2014, our compensation committee authorized the grant of PGUs to our Chief Executive Officer, comprising a total of one million PGUs with respect to our then outstanding Liberty Global Class A ordinary shares and one million PGUs with respect to our then outstanding Liberty Global Class B ordinary shares. The PGUs, which were subject to a performance condition that was achieved in 2014, vested in three equal annual installments beginning on March 15, 2015. Our Chief Executive Officer also received 41,589 PGUs with respect to each Class A and Class B LiLAC Shares as a result of the LiLAC Distribution in 2016 and 33,333 PGUs with respect to each Class A and Class B LiLAC Shares as a result of the impact of the July 1, 2015 distribution of LiLAC Shares in 2015. As of March 31, 2017, all PGUs were fully vested.

Liberty Global Challenge Performance Awards

Effective June 24, 2013, our compensation committee approved the Challenge Performance Awards, which consisted solely of PSARs for our senior executive officers and a combination of PSARs and PSUs for our other executive officers and key employees. Each PSU represented the right to receive one Liberty Global or LiLAC Class A or Class C ordinary share, as applicable. The performance criteria for the Challenge Performance Awards was based on the participant’s performance and achievement of individual goals in each of the years 2013, 2014 and 2015. As a result of satisfying performance conditions, 100% of the then outstanding Challenge Performance Awards vested and became fully exercisable on June 24, 2016. The PSARs have a term of seven years and base prices equal to the respective market closing prices of the applicable class on the grant date.

Share-based Award Activity — Liberty Global Ordinary Shares

The following tables summarize the share-based award activity during 2018 with respect to awards issued by Liberty Global:


Options — Class A ordinary shares
 
Number of awards
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2018
 
580,481

 
$
25.54

 
 
 
 
Granted
 
71,469

 
$
30.14

 
 
 
 
Forfeited
 
(1,713
)
 
$
22.43

 
 
 
 
Exercised
 
(69,983
)
 
$
13.97

 
 
 
 
Outstanding at December 31, 2018
 
580,254

 
$
27.51

 
3.7
 
$
1.4

Exercisable at December 31, 2018
 
417,608

 
$
26.26

 
2.9
 
$
1.4

Options — Class C ordinary shares
 
Number of awards
 
Weighted
average
exercise price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2018
 
2,725,566

 
$
25.58

 
 
 
 
Granted
 
770,691

 
$
24.82

 
 
 
 
Forfeited
 
(591,662
)
 
$
30.07

 
 
 
 
Exercised
 
(237,089
)
 
$
17.49

 
 
 
 
Outstanding at December 31, 2018
 
2,667,506

 
$
25.09

 
2.9
 
$
3.9

Exercisable at December 31, 2018
 
2,161,408

 
$
24.16

 
2.3
 
$
3.9

SARs — Class A ordinary shares
 
Number of awards
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2018
 
13,524,075

 
$
32.72

 
 
 
 
Granted
 
3,286,731

 
$
29.81

 
 
 
 
Forfeited
 
(898,390
)
 
$
34.77

 
 
 
 
Exercised
 
(603,854
)
 
$
21.75

 
 
 
 
Outstanding at December 31, 2018
 
15,308,562

 
$
32.41

 
3.7
 
$
0.7

Exercisable at December 31, 2018
 
9,837,206

 
$
32.38

 
2.7
 
$
0.7


SARs — Class C ordinary shares
 
Number of awards
 
Weighted
average
base price
 
Weighted
average
remaining
contractual
term
 
Aggregate
intrinsic  value
 
 
 
 
 
 
in years
 
in millions
Outstanding at January 1, 2018
 
31,305,136

 
$
30.60

 
 
 
 
Granted
 
6,573,462

 
$
28.86

 
 
 
 
Forfeited
 
(1,797,629
)
 
$
33.54

 
 
 
 
Exercised
 
(1,678,989
)
 
$
20.35

 
 
 
 
Outstanding at December 31, 2018
 
34,401,980

 
$
30.61

 
3.5
 
$
2.2

Exercisable at December 31, 2018
 
23,452,476

 
$
30.21

 
2.4
 
$
2.2


RSUs — Class A ordinary shares
 
Number of awards
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2018
 
511,061

 
$
35.81

 
 
Granted
 
370,355

 
$
29.36

 
 
Forfeited
 
(59,319
)
 
$
35.04

 
 
Released from restrictions
 
(239,723
)
 
$
35.66

 
 
Outstanding at December 31, 2018
 
582,374

 
$
31.85

 
2.4

RSUs — Class C ordinary shares
 
Number of awards
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2018
 
1,007,313

 
$
34.60

 
 
Granted
 
740,710

 
$
28.40

 
 
Forfeited
 
(118,764
)
 
$
28.17

 
 
Released from restrictions
 
(466,908
)
 
$
35.33

 
 
Outstanding at December 31, 2018
 
1,162,351

 
$
31.02

 
2.4

PSUs — Class A ordinary shares
 
Number of awards
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2018
 
1,934,795

 
$
31.00

 
 
Granted
 
1,177,392

 
$
24.01

 
 
Forfeited
 
(206,110
)
 
$
30.20

 
 
Released from restrictions
 
(1,433
)
 
$
37.45

 
 
Outstanding at December 31, 2018
 
2,904,644

 
$
28.22

 
1.2
PSUs — Class C ordinary shares
 
Number of awards
 
Weighted
average
grant-date
fair value
per share
 
Weighted
average
remaining
contractual
term
 
 
 
 
 
 
in years
Outstanding at January 1, 2018
 
3,875,732

 
$
30.01

 
 
Granted
 
2,354,784

 
$
23.39

 
 
Forfeited
 
(413,213
)
 
$
29.21

 
 
Released from restrictions
 
(2,866
)
 
$
36.32

 
 
Outstanding at December 31, 2018
 
5,814,437

 
$
27.39

 
1.2


Share-based Award Activity — Liberty Global Ordinary Shares Held by Former Liberty Global Employees

The following tables summarize the share-based awards issued by Liberty Global held by former employees of the company that became employees of Liberty Latin America as a result of the Split-off Transaction. We do not recognize share-based compensation expense with respect to these awards.
 
 
Number of awards
 
Weighted Average exercise or base price
 
Weighted Average remaining contractual term
 
Aggregate intrinsic value
Options and SARs:
 
 
 
 
 
 
 
 
Class A
 
 
 
 
 
 
 
 
Outstanding
 
1,198,985

 
$
32.74

 
2.9
 
$
0.1

Exercisable
 
1,017,362

 
$
32.26

 
2.6
 
$
0.1

Class C
 
 
 
 
 
 
 
 
Outstanding
 
2,819,203

 
$
30.54

 
2.7
 
$
0.3

Exercisable
 
2,455,257

 
$
29.98

 
2.4
 
$
0.3


 
 
Number of awards
 
Weighted Average grant date fair value per share
 
Weighted Average remaining contractual term
Outstanding RSUs and PSUs:
 
 
 
 
 
 
Class A
 
 
 
 
 
 
RSUs
 
9,426

 
$
36.73

 
1.4
PSUs
 
172,429

 
$
30.29

 
0.8
Class C
 
 
 
 
 
 
RSUs
 
18,882

 
$
36.44

 
1.4
PSUs
 
345,210

 
$
29.32

 
0.8