
	Year ended December 31,
	2021		2020		2019
	in millions

Liberty Global:
Performance-based incentive awards (a)	$	59.6	$	127.4	$	134.5
Non-performance based incentive awards (b)	168.6		134.1		107.6
Other (c)	33.6		46.2		39.0
Total Liberty Global	261.8		307.7		281.1
Telenet share-based incentive awards (d)	35.1		35.5		15.6
Other	11.2		4.8		9.1
Total	$	308.1	$	348.0	$	305.8
Included in:
Other operating expenses	$	13.7	$	7.6	$	3.9
SG&A expenses	294.4		340.4		301.9
Total	$	308.1	$	348.0	$	305.8

(b)In 2019, we changed our policy to provide that all new equity grants would have ten-year contractual terms in order to more closely align with common market practice. In April 2021, with respect to 2014 and 2015 grants, and in April 2020, with respect to 2013 grants, the compensation committee of our board of directors approved the extension dates of outstanding SARs and director options from a seven-year term to a ten-year term. 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 $22.7 million and $18.9 million during 2021 and 2020, respectively. The 2019 amount includes share-based compensation expense related to the RSAs issued under the 2019 CEO Performance Award, 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 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.

(d)Represents the share-based compensation expense associated with Telenet’s share-based incentive awards, which, at December 31, 2021, included performance- and non-performance-based stock option awards with respect to 4,126,221 Telenet shares. These stock option awards had a weighted average exercise price of €39.73 ($45.24).


	Year ended December 31,
	2021		2020		2019

Assumptions used to estimate fair value of options, SARs and PSARs granted:
Risk-free interest rate	0.48 - 1.13%		0.13 - 0.47%		1.59 - 2.45%
Expected life	3.7-6.2 years		3.2-6.2 years		3.2-6.2 years
Expected volatility	30.8 - 33.2%		34.6 - 38.8%		29.9 - 33.8%
Expected dividend yield	none		none		none
Weighted average grant-date fair value per share of awards granted:
Options	$	8.75	$	5.92	$	8.60
SARs	$	6.79	$	4.19	$	6.79
PSARs	(a)		(a)		$	6.92
RSUs	$	25.69	$	15.66	$	24.66
RSAs	(a)		(a)		$	25.29
PSUs	(a)		(a)		$	25.00
Total intrinsic value of awards exercised (in millions):
Options	$	1.4	$	1.2	$	4.2
SARs	$	28.9	(b)		$	13.6
PSARs	$	0.1	(b)		(b)
Cash received from exercise of options (in millions)	$	8.9	$	2.2	$	2.3
Income tax benefit related to share-based compensation of our continuing operations (in millions)	$	14.9	$	36.9	$	21.0

As of December 31, 2021, 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, PSARs, 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 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 155 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, 2021, the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan had 49,290,093 and 7,678,752 ordinary shares available for grant, respectively.

Awards (other than performance-based awards) under the Liberty Global 2014 Incentive Plan generally (i) vest (a) prior to 2020, 12.5% on the six-month anniversary of the grant date and then at a rate of 6.25% each quarter thereafter and (b) commencing in 2020, annually over a three-year period, and (ii) expire (1) prior to 2019, seven years after the grant date and (2) commencing in 2019, 10 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. Commencing with awards made in 2019, the term was increased to 10 years. 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.

In April 2021, the compensation committee of our board of directors approved a new incentive plan, referred to herein as the “2021 Ventures Incentive Plan”. The 2021 Ventures Incentive Plan was provided to executive officers and other key employees and is based on the performance of the Liberty Global Ventures Portfolio (the “Portfolio”), which is measured by assessing the fair value of the Portfolio over a three-year period that began on December 31, 2020 and ends on December 31, 2023. An initial fair value assessment was performed for the Portfolio as of December 31, 2020 by an independent third-party valuation specialist. Payout will be denominated in cash and will be assessed at the end of the three-year period using eligible participants’ initial contribution between 10% and 100% of their 2021 annual target equity value (which contributed amount is in lieu of their normal annual equity grant). The compensation committee has the discretion to settle the final payout amount in (i) cash or (ii) Liberty Global Class A and Class C ordinary shares based on the change in the Portfolio’s value. Subject to forfeitures, 100% of each participant’s payout will vest on March 31, 2024. In order to receive the payout, participants are required to remain employed through the vesting date. The 2021 Ventures Incentive Plan awards are liability classified due to the fact that the final payout under this plan will be denominated in cash and may be settled in a variable number of shares. At December 31, 2021, the estimated fair value of the final payout under the 2021 Ventures Incentive Plan was $18.3 million.

In April 2019, the compensation committee of our board of directors approved the grant of RSAs and PSUs to our Chief Executive Officer (CEO) (the 2019 CEO Performance Award), comprising 670,000 RSAs and 1,330,000 PSUs, each with respect to Liberty Global Class B ordinary shares. The RSAs vested on December 31, 2019, 670,000 PSUs vested on May 15, 2020, and the remaining 660,000 PSUs vested on May 15, 2021. The performance criteria for the 2019 CEO Performance Award PSUs was based on the achievement of our CEO’s performance conditions, as established by the compensation committee.

In March 2019, the compensation committee of our board of directors approved a challenge performance award for executive officers and certain employees (the 2019 Challenge Performance Awards), which consists of a combination of PSARs and PSUs, in each case divided on a 1:2 ratio based on Liberty Global Class A ordinary shares and Liberty Global Class C ordinary shares. Each PSU represents the right to receive one Liberty Global Class A ordinary share or one Liberty Global Class C ordinary share, as applicable. The performance criteria for the 2019 Challenge Performance Awards is based on the participant’s performance and achievement of individual goals during the three-year period ended December 31, 2021. Subject to forfeitures, the satisfaction of performance conditions and certain other terms, 100% of each participant’s 2019 Challenge Performance Awards will vest on March 7, 2022. The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date.

In April 2019, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2019 PSUs). The performance plan for the 2019 PSUs covered the two-year period ended December 31, 2020 and included a performance target based on the achievement of a specified compound annual growth rate (CAGR) in a consolidated Adjusted EBITDA 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 EBITDA CAGR). The 2019 PSUs required delivery of an Adjusted EBITDA CAGR of 1.38% and included over- and under-performance payout opportunities should the Adjusted EBITDA CAGR exceed or fail to meet the target, as applicable. Participants earned 65% of their targeted awards under the 2019 PSUs, which vested 50% on each of April 1, 2021 and October 1, 2021.

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 was based on the achievement of a specified Adjusted EBITDA CAGR during the two-year period ended December 31, 2019. Participants earned 106.1% of their targeted awards under the 2018 PSUs, which vested 50% on each of April 1, 2020 and October 1, 2020. The target Adjusted EBITDA CAGR for the 2018 PSUs was determined on October 26, 2018 and, accordingly, associated compensation expense was recognized prospectively from that date.

In February 2016, the compensation committee of our board of directors approved the grant of PSUs to executive officers and key employees (the 2016 PSUs) pursuant to a performance plan that was based on the achievement of a specified Adjusted EBITDA CAGR during the three-year period ended December 31, 2018. The 2016 PSUs, as adjusted through the 2017 Award Modification, required delivery of an Adjusted EBITDA CAGR of 6.0% during the three-year performance period for Liberty Global or Liberty Latin America Ltd. depending on the respective class of shares underlying the award. Participants earned 82.3% of their targeted awards under the 2016 PSUs, which vested 50% on each of April 1, 2019 and October 1, 2019.

The following tables summarize the share-based award activity during 2021 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 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, 2021	623,572	$	29.41
Granted	48,286	27.82
Forfeited	(29,466)	30.95
Exercised	(46,459)	18.52
Impact of dispositions	(15,415)	17.69
Outstanding at December 31, 2021	580,518	$	30.38	4.2	$	0.6
Exercisable at December 31, 2021	467,288	$	31.66	3.1	$	0.3


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, 2021	3,463,971	$	24.87
Granted	330,019	26.31
Forfeited	(384,214)	26.21
Exercised	(343,147)	21.14
Impact of dispositions	(821,877)	23.93
Outstanding at December 31, 2021	2,244,752	$	25.76	5.6	$	8.3
Exercisable at December 31, 2021	1,419,880	$	27.97	4.0	$	3.3


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, 2021	19,245,884	$	27.29
Granted	5,170,598	25.82
Forfeited	(1,738,481)	30.31
Exercised	(1,078,925)	19.94
Impact of dispositions	(521,873)	27.66
Outstanding at December 31, 2021	21,077,203	$	27.05	5.6	$	62.4
Exercisable at December 31, 2021	11,916,219	$	30.40	3.4	$	15.7


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, 2021	40,890,502	$	26.27
Granted	15,719,407	25.70
Forfeited	(3,433,326)	29.30
Exercised	(2,520,420)	20.11
Impact of dispositions	(1,050,350)	26.79
Outstanding at December 31, 2021	49,605,813	$	26.18	5.9	$	167.6
Exercisable at December 31, 2021	25,906,562	$	29.08	3.2	$	46.8


PSARs — 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, 2021	3,723,670	$	25.97

Forfeited	(255,336)	25.97
Exercised	(13,232)	25.97
Impact of dispositions	(102,530)	25.97
Outstanding at December 31, 2021	3,352,572	$	25.97	7.2	$	5.9
Exercisable at December 31, 2021	14,297	$	25.97	7.2	$	—


PSARs — 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, 2021	7,447,340	$	25.22

Forfeited	(510,668)	25.22
Exercised	(26,464)	25.22
Impact of dispositions	(205,059)	25.22
Outstanding at December 31, 2021	6,705,149	$	25.22	7.2	$	19.3
Exercisable at December 31, 2021	28,599	$	25.22	7.2	$	0.1


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, 2021	2,443,306	$	17.41
Granted	1,795,856	25.79
Forfeited	(207,614)	20.53
Released from restrictions	(1,343,164)	20.62
Impact of dispositions	(62,545)	21.34
Outstanding at December 31, 2021	2,625,839	$	21.16	2.2


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, 2021	4,878,115	$	16.47
Granted	3,591,710	25.64
Forfeited	(415,081)	19.93
Released from restrictions	(2,678,811)	19.88
Impact of dispositions	(125,021)	20.60
Outstanding at December 31, 2021	5,250,912	$	20.63	2.2


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, 2021	2,197,288	$	25.41

Forfeited	(496,385)	25.06
Released from restrictions	(742,856)	24.93
Impact of dispositions	(24,536)	25.97
Outstanding at December 31, 2021	933,511	$	25.97	0.2


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, 2021	4,394,576	$	24.66

Forfeited	(992,747)	24.31
Released from restrictions	(1,485,735)	24.18
Impact of dispositions	(49,072)	25.22
Outstanding at December 31, 2021	1,867,022	$	25.22	0.2

The following tables summarize the share-based awards 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, any future exercises of SARs or vesting of RSUs and PSUs will increase the number of our outstanding ordinary 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	1,690,876	$	31.26	3.3	$	2.1
Exercisable	1,437,706	$	32.73	2.5	$	0.8
Class C:
Outstanding	4,479,177	$	28.86	2.7	$	9.1
Exercisable	3,972,860	$	29.70	2.1	$	6.1