LILA DEF 14A Report ended Dec. 3, 2020

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to § 240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

---

---

---

1.	A proposal (which we refer to as the director election proposal ) to elect Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould to serve as Class III members of our board of directors until the 2023 Annual General Meeting of Shareholders or their earlier resignation or removal; and

2.	A proposal (which we refer to as the auditors appointment proposal ) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize our board of directors, acting by the audit committee, to determine the independent auditors remuneration.

---

---

---

---

1.	Vote “ FOR ” the proposal (which we refer to as the director election proposal ) to elect Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould to serve as Class III members of our board of directors until the 2023 Annual General Meeting of Shareholders or their earlier resignation or removal; and

2.	Vote “ FOR ” the proposal (which we refer to as the auditors appointment proposal ) to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration.

---

1.	the director election proposal, to elect Michael T. Fries, Alfonso de Angoitia Noriega and Paul A. Gould to serve as Class III members of our board of directors until the 2023 Annual General Meeting of Shareholders or their earlier resignation or removal; and

2.	the auditors appointment proposal, to appoint KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize the Board, acting by the audit committee, to determine the independent auditors remuneration.

---

---

---

---

---

---

---

---

•

the name and address of the proposing shareholder and the beneficial owner, if any, on whose behalf the nomination is being made, as they appear on our share register, and documentation indicating the class or series and number of our common shares owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;

•	the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;

•

a statement detailing any relationship, arrangement or understanding between the proposing shareholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing shareholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing shareholder(s) or beneficial owner (each a Proposing Person );

•	a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of the Board;

•	any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;

•	a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

•

a representation by each Proposing Person who is a holder of record of our common shares as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual general meeting of shareholders and intends to appear in person or by proxy at the annual general meeting of shareholders at which the person named in such notice is to stand for election;

•	a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;

---

•	a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (a Shareholder Associated Person ) (including the details of such assistance, funding or consideration); and

•

a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the Proposing Person or any Shareholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Shareholder Associated Person.

•	independence from management;

•	his or her unique background, including education, professional experience and relevant skill sets;

•	understanding of our business and the markets in which we operate;

•	judgment, skill, integrity and reputation;

•	existing commitments to other businesses as a director, executive or owner;

•	personal conflicts of interest, if any; and

•	the size and composition of our existing Board, including whether the potential director nominee would positively impact the composition of the Board by bringing a new perspective or viewpoint to the Board.

---

•

overseeing our management’s processes and activities relating to (i) maintaining the reliability and integrity of our accounting policies, financial reporting practices and financial statements, (ii) the independent auditor’s qualifications and independence, (iii) the performance of our internal audit function and independent auditor and (iv) compliance with applicable laws and stock exchange rules;

•	the recommendation to our shareholders of the appointment, retention, termination and compensation of the independent auditor;

•	oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services;

•	reviewing and preapproving all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor, subject to a de minimus exception for non-audit services;

•	reviewing any matters identified as critical audit matters by the independent auditor; and

•	preparing a report for our annual proxy statement.

---

---

---

*	Less than one percent.

(1)	Includes 18,653 LILA shares and 38,645 LILAK shares that are subject to SARs, reported on a gross basis, which were exercisable as of, or will be exercisable within, 60 days of October 14, 2020.

(2)

Based on information available to our company and the Schedule 13D of Mr. Malone filed with the SEC on January 8, 2018 (the Malone Schedule 13D ). As disclosed in the Malone Schedule 13D, Mr. Fries, Mr. Malone and the Malone Trust (as defined below) entered into a letter agreement dated as of December 29, 2017 (the Letter Agreement ) pursuant to which, under certain circumstances, Mr. Fries would have certain rights with respect to LILAB shares owned by a trust with respect to which Mr. Malone is a co-trustee and, with his wife, retains a unitrust interest (the Malone Trust ). Pursuant to the terms of the Letter Agreement, for so long as Mr. Fries is employed as a principal executive officer of Liberty Latin America, (a) in the event the Malone Trust or any Permitted Transferee (as defined in the Letter Agreement) is not voting the LILAB shares owned by the Malone Trust, Mr. Fries will have the right to vote such LILAB shares and (b) in the event the Malone Trust or any Permitted Transferee determines to sell such LILAB shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any Permitted Transferee subsequently intends to enter into a sale transaction with a third-party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third-party.

(3)	Includes 29,641 LILA shares and 200,590 LILAK shares held by Mr. Malone's spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

(4)	Includes 859,555 LILA shares and 2,823,461 LILAK shares held by Columbus Holdings LLC, in which Mr. Malone has a controlling interest.

---

(5)

Includes 19,249 LILAB shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone's adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also includes 1,516,508 LILAB shares and 2,011,791 LILAK shares held by the Malone Trust.

(6)	Information with respect to our common shares beneficially owned by Mr. Fries, our Executive Chairman, is also set forth in — Security Ownership of Management .

(7)

Based on two separate filings, each an Amendment No.1 to Schedule 13G for the year ended December 31, 2019 and filed with the SEC on February 5, 2020 and on February 10, 2020, respectively, by BlackRock, Inc. The filings reflect that BlackRock, Inc. has sole voting power over 3,113,011 LILA shares and 7,934,232 LILAK shares and sole dispositive power over 3,231,210 LILA shares and 8,208,474 LILAK shares. All shares covered by such filings are held by BlackRock, Inc. and/or its subsidiaries.

(8)	Based on the Schedule 13G for the year ended December 31, 2019, filed with the SEC on January 24, 2020, by Genesis Investment Management, LLP ( GIM ). GIM is an investment advisor to institutional investors and in-house pooled funds for institutional advisors. The 13G reflects that GIM has sole voting power over 3,535,435 LILA shares and sole dispositive power over 5,332,021 LILA shares.

(9)

Based on Amendment No. 1 to Schedule 13G and a Schedule 13G, in each case, for the year ended December 31, 2019 and filed with the SEC on February 14, 2020 by Ashe Capital Management, LP ( Ashe ). Ashe is a registered investment advisor which holds LILA and LILAK shares in funds under its management and control, and in such capacity has voting and investment power over such securities. The principals of Ashe are William C. Crowley, William R. Harker and Stephen M. Blass. The filings reflect that Ashe has sole voting power and sole dispositive power over 4,185,739 LILA shares and 7,456,724 LILAK shares, respectively.

---

---

*	Less than one percent

(1)	Includes 8,074 LILA shares and 49,522 LILAK shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries disclaims beneficial ownership with respect to these shares.

(2)	Includes shares that are subject to options or SARs, reported on a gross basis, which were exercisable as of, or will be exercisable within, 60 days of October 14, 2020, as follows:

---

(3)	Includes shares held in the Liberty Global 401(k) Savings and Stock Ownership Plan, as follows:

(4)	Information with respect to the Letter Agreement is set forth in Security Ownership of Certain Beneficial Owners .

(5)	Includes 790,496 LILA shares and 1,583,085 LILAK shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, October 14, 2020; 345 LILA shares and 4,439 LILAK shares held by the Liberty Global 401(k) Savings and Stock Ownership Plan; and 19,618 LILAK shares held by the Liberty Latin America 401(k) Savings and Stock Ownership Plan.

(6)

Includes 11,532,589 LILAK shares held by Searchlight Leo, LP; 135,313 LILAK shares held by Searchlight Opportunities Fund, LP; 26,584 LILAK shares held by Searchlight Capital Partners, LP; 2,527,148 LILAK shares held by Searchlight Leo Coinvest Partners, LP; and 9,200 LILA shares held by Searchlight Capital Partners, LP. 11,532,589 of the LILAK shares have been pledged to UBS AG, London Branch. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer may be deemed to be the beneficial owner of the securities beneficially owned by these Searchlight affiliates. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by these Searchlight affiliates. Mr. Zinterhofer hereby disclaims beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein and this report shall not be deemed an admission that Mr. Zinterhofer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or for any other purpose.

(7)	Includes 20,000 LILA shares held by an individual retirement account (IRA).

---

---

---

---

---

---

---

(1)	For 2019, audit-related fees related to comfort letters associated with debt issuances and refinancings. For 2018, audit-related fees related to agreed upon procedures for Cable & Wireless Jamaica Ltd. associated with the directors’ circular.

(2)	For 2019, tax fees related to services associated with tax return preparation assistance. For 2018, tax fees related to tax compliance work in Barbados, Panama and Bahamas.

(3)	For 2019, all other services relate to IT attestation, compliance and agreed upon procedures. For 2018, all other services relate to SOC I and SOC II attestation reports in Panama.

---

•

audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;

•

audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain SEC rules or listing standards; and

•	tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.

---

•	Motivate our executives to maximize their contributions to the success of our company;

•	Attract and retain the best leaders for our business; and

•	Align executives’ interests to create shareholder value.

---

---

•	Motivate our executives to maximize their contributions

•	Establish a mix of financial and operational performance objectives based on our annual budget and our medium-term outlook to balance short- and long-term goals and risks

•	Establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability

•	Pay for performance that meets or exceeds the established objectives

•	Attract and retain superior employees

•	Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent

•	Include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture

•	Align executives’ interest with shareholders

•	Emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives

•	Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders

•	the responsibilities assumed by the individual executive and the significance of the individual’s role to achievement of our financial, strategic and operational objectives;

•	the experience, overall effectiveness and demonstrated leadership ability of the individual executive;

•	the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;

---

•	from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and

•	retention risks at specific points in time with respect to individual executives.

---

•	Successfully developed a strong team, common vision and culture;

•	Achieved fiscal year 2019 financial guidance targets, including exceeding adjusted free cash flow expectations;

•	Delivered record additions of 283,000 revenue generating units and 124,000 mobile subscribers;

•	Increased group wide focus on B2B, driving strong growth, particularly in Chile and Puerto Rico, and new product launches such as SDWAN;

•	Drove strong customer relationship net promoter score ( rNPS ) improvement in Liberty Puerto Rico, further evidencing the strong recovery from Hurricane Maria in 2017;

•	Improved operational metrics, including mean time to install and mean time to repair;

•	Maintained speed leadership, deploying world-class fixed and mobile networks;

•	Expanded our fixed networks by either upgrading or adding over 490,000 homes passed;

•	Increased mobile LTE population coverage to over 90% with LTE customer penetration of 50%;

•	Reached an agreement to acquire AT&T Inc.’s wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands, completed the acquisition of UTS in Curacao offering new capabilities in existing markets, and completed the Seychelles Disposition; and

•	Strengthened our balance sheet and capital structure through various financing transactions including raising capital through a convertible bond, completed the largest non-investment grade corporate financing in Puerto Rico for the AT&T Acquisition and otherwise continued to decrease our cost of capital and increase the tenor of our debt.

---

•	Mr. Kenigsztein’s goals focused on the leadership of the operating companies, delivering commercial and operational targets, creating compelling propositions for customers, and leading a number of transformation programs, including digital transformation, and establishing a regional Operations Center in Panama.

•	Mr. Khemka’s goals focused on leadership and execution of the T&I transformation program, optimizing operational synergies, evaluating our video and broadband strategies, and managing the capital expenditure investments across the company, including projects to extend our networks.

•	Mr. Noyes’ goals related to financial strategy, investor relations, strengthening the company’s balance sheet and liquidity, and ensuring compliance of all financial reporting, including progressing towards Sarbanes-Oxley compliance.

•	Mr. Winter’s goals related to overseeing the company’s governance, risk and legal matters, establishing company-wide corporate policies, commercial contracting, oversight of regulatory matters, and effective execution of key financial and strategic transactions, including the AT&T Acquisition and the Seychelles Disposition.

---

•	the achievement of budgeted revenue and operating free cash flow ( OFCF ) growth;

•	the achievement of a target average rNPS; and

•	the base performance objective for our CEO required that either 50% of 2019 budgeted revenue growth or 50% of 2019 budgeted OFCF growth be achieved.

---

(1)

Adjustments were made in accordance with the terms of the 2019 Annual Bonus Program and for certain other unbudgeted events that our compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These adjustments included (a) adjustments to 2018 revenue and OFCF to reflect foreign currency exchange rates with the 2019 exchange rates; (b) impact of acquisitions and a disposal, which consisted of: (i) the results of UTS, acquired effective March 31, 2019, (ii) the disposition of our operations in the Seychelles during the fourth quarter of 2019, and (iii) the results of Cabletica, acquired in the fourth quarter of 2018; and (c) the estimated impacts of Hurricane Dorian and Chilean social unrest experienced in the fourth quarter of 2019. In the aggregate, the adjustments to 2019 amounts resulted in a net decrease of revenue by $85 million and OFCF increase of $13 million.

---

(2)

For purposes of the 2019 Annual Bonus Program, OFCF is defined as (i) operating income before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items, less (ii) less property and equipment additions. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration.

(3)	rNPS ranges are against each underlying operation's target, and consolidated results are based on the weighted average consolidated rNPS results, which have a target bonus percentage ranging from 0% to 30%. Actual rNPS results were improved against the targets as follows for our operating companies on a consolidated basis: (2.0) from Target.

(4)	To determine the final total bonus payout, the payout based on financial and operational performance is then multiplied by each NEO’s target achievable performance award, as approved by the compensation committee, and in the case of Messrs. Nair and Noyes, who were awarded Recognition Bonus Award for their performance in 2019, such result was multiplied by 1.30.

---

---

•	The organizational risks of incentive compensation should be reduced through:

•	the use of multiple equity vehicles (PSUs and SARs) with different performance, retention, risk and reward profiles;

•	annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant; and

•	the setting of achievable target performance levels, while providing higher payout levels for over-performance.

•	The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award;

•	The use of conventional equity awards, such as SARs, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates; and

•	Providing for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.

---

---

---

---

---

(1)

The 2019 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 13, 2020 for the equity portion of the 2019 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), and (c) the grant date fair value of each NEO’s target 2019 PSUs determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (ASC 718). The 2018 dollar amounts shown in the “Stock Awards” column reflect (a) the grant date fair value of the LILA and LILAK shares issued to each NEO on March 15, 2019 for the equity portion of the 2018 Annual Bonus Program payments earned by the NEOs and issued pursuant to our SHIP, (b) the grant date fair value of the additional grants of LILA and LILAK RSUs under the SHIP representing 12.5% of the gross number of LILA and LILAK shares the NEOs received as described in (a), (c) the grant date fair value of Mr. Khemka’s sign-on award of LILA and LILAK RSUs, and (d) the grant date fair value of each NEO’s target 2018 PSUs determined in accordance with ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 16 to our consolidated financial statements for the year ended December 31, 2019, which are included in the 2019 Form 10-K.

(2)

The 2019 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2019 and granted on April 1, 2019 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.44%, a volatility rate ranging from 34.93% to 35.03% and an expected term of 7.0 years. The 2018 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2018 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate ranging from 2.92% to 3.05%, a volatility rate of ranging from 32.00% to 32.95% and an expected term of 7.0 years. The 2017 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards approved in 2017 and granted on January 2, 2018 to our NEOs determined in accordance with ASC 718. The dollar amounts for the SAR awards reflect the impact of estimated forfeitures and assume a risk-free interest rate of 2.34%, a volatility rate ranging from 35.46% to 36.61% and an expected term of 6.4 years. For a further description of the assumptions used in these calculations, see Notes 3 and 16 to our consolidated financial statements for the year ended December 31, 2019, which are included in the 2019 10-K.

(3)

The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash payments earned by the NEOs under the 2019 Annual Bonus Program. The compensation committee determined the final award amounts at its February 21, 2020 meeting. The awards were paid out in March 2020. The dollar amounts in the “Non-Equity Incentive Plan Compensation” column also reflect the cash payments earned by the NEOs under the 2018 Annual Bonus Program. The compensation committee determined the final award amounts at its February 20, 2019 meeting. The awards were paid out in March 2019.

(4)

The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.

---

(5)	The following table provides additional information about the 2019 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:

(a)

Represents matching employer contributions made under the Liberty Latin America 401(k) Savings and Stock Ownership Plan. Under such plan, participants may make contributions annually, subject to U.S. federal limits, and Liberty Latin America makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Latin America’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched.

•	Premiums for term life insurance under our group term life insurance benefit plan for U.S. employees.

•	Payments made on behalf of Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka under our executive health plan.

•	Payments made on behalf of Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka related to Liberty Latin America’s on-site cafeteria.

•

Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Nair ($51,391) and immaterial amounts for Messrs. Kenigsztein, Winter, and Khemka. Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.

•	During 2019, Messrs. Nair, Noyes, Kenigsztein, Winter and Khemka used sporting and concert event tickets that resulted in no incremental cost to us.

(6)	Mr. Khemka joined our company in September 2018.

---

---

(1)	On February 20, 2019, our compensation committee approved the 2019 Annual Bonus Program, and pursuant to the SHIP, our NEOs could elect to receive up to 100% of their annual performance awards in LILA and LILAK shares in lieu of cash. A participant who elects to receive shares in respect to their annual

---

(2)

In March 2019, our compensation committee made a one-time grant of RSUs (the 2019 RSUs) to the participants in the 2017 PSU program. The 2019 RSUs vested in two-equal installments on April 1, 2019 and the balance on October 1, 2019, and the number of 2019 RSUs is equal to 50% of the target 2017 PSUs. The compensation committee made the grants to recognize the hard work, dedication and confidence the compensation committee and management has in the employees who participated in the 2017 PSU program, and such employees will be instrumental in the growth of the company going forward.

---

---

---

---

---

(1)	Vests in 2 equal remaining quarterly installments from February 1, 2020 to May 1, 2020.

(2)	Vests in 6 equal remaining quarterly installments from February 1, 2020 to May 1, 2021.

(3)	Vests in 2 equal remaining annual installments on each of March 15, 2020 and March 15, 2021.

(4)	Vests in 10 equal remaining quarterly installments from February 1, 2020 to May 1, 2022.

(5)	Vests in 3 equal remaining quarterly installments from February 1, 2020 to August 1, 2020.

(6)	Vests in 14 equal remaining quarterly installments from February 1, 2020 to May 1, 2023.

(7)	Vests on March 1, 2020.

(8)	Represents the earned number of LILA and LILAK shares in respect of the 2018 PSUs. The 2018 PSUs vest in two equal installments on April 1, 2020 and October 1, 2020, respectively.

(9)	Represents the target number of LILA and LILAK shares underlying 2019 PSUs that may be earned by each of our NEOs. If earned, the 2019 PSUs vest in two equal installments on April 1, 2021 and October 1, 2021, respectively.

(10)	Vests in 12 equal remaining quarterly installments from February 1, 2020 to November 1, 2022.

---

(1)	Includes shares withheld in payment of withholding taxes at election of holder.

---

---

---

---

---

(1)	Of these amounts, the following were reported in the “Summary Compensation Table” as 2019 and 2018 salary and above-market earnings that were credited to the named executive officer’s deferred compensation account during 2019 and 2018:

•

Because the exercise price or base price of each NEO’s options or SARs, respectively, other than certain SARs granted in 2018, was more than the closing market price of LILA and LILAK shares, as applicable, on December 31, 2019, these options and SARs have been excluded from the tables below. The amounts in the tables for the unvested SARs granted in 2018 that vest on an accelerated basis or continue to vest are based on the spread between the base price of the award and the applicable closing market price on December 31, 2019 (the last trading day in 2019).  RSUs and PSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2019. On December 31, 2019, the closing market price for LILA and LILAK shares was as follows:

•	LILA shares: $19.30

•	LILAK shares: $19.46

---

---

---

---

(1)

Each of Mr. Nair, Mr. Kenigsztein and Mr. Khemka had the right to file an election at the time of his initial deferral to receive distributions under the Deferred Compensation Plan upon his separation from service, including under the termination scenarios in the table above.  For purposes of the tabular presentation above, we have assumed that each of Mr. Nair, Mr. Kenigsztein and Mr. Khemka has elected to receive a lump sum payout of the account balance upon a termination without cause or retirement. The Deferred Compensation Plan provides for a payout of the account balance when a participant ceases to be an employee due to death or disability.

(2)	For Mr. Nair, represents the full estimated cost to maintain health benefits for him and/or his dependents during the 12-month period following his termination. For each other NEO, represents the company’s portion of the cost to maintain health benefits for the NEO and/or his dependents during the 12-month period following his termination, assuming payment of premiums by the NEO.

1.	A person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our Board. We refer to this change in control event as an “Unapproved Control Purchase.”

2.	During any two-year period, persons comprising the Board at the beginning of the period cease to be a majority of the board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change in control event as a “Board Change.”

3.

Our Board approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our common shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change in control event as a “Reorganization.”

---

---

(1)	For purposes of the tabular presentation above, we have assumed that our compensation committee will use its discretion to terminate the Deferred Compensation Plan and distribute each participant’s account balance.

(2)	Although the target PSUs are deemed to be vested, they are not payable until the vesting dates under the grant agreements.

(3)	For Mr. Nair, represents the full estimated cost to maintain health benefits for him and/or his dependents during the 12-month period following his termination. For each other NEO, represents the company’s portion of the cost to maintain health benefits for the NEO and/or his dependents during the 12-month period following his termination, assuming payment of premiums by the NEO.

•	The annual total compensation of the employee identified as the median of our company (other than our CEO) was $42,930.

•	The annual total compensation of the CEO for purposes of determining the CEO Pay Ratio was $12,582,255.

---

---

---

(1)	Mr. Nair, our President and CEO, does not receive any additional compensation as a director. For information on Mr. Nair’s compensation, see — Summary Compensation above.

(2)	The dollar amounts in the table reflect the grant date fair value of share awards and RSUs related to LILA shares and LILAK shares at the time of grant in accordance with FASB ASC 718. For a description of the assumptions used in these calculations, see Notes 3 and 16 to our consolidated financial statements for the year ended December 31, 2019, which are included in the 2019 Form 10-K.

---

(3)	At December 31, 2019, our current non-employee directors had the following awards outstanding:

a.	Includes shares that are subject to options or SARs, reported on a gross basis.

(4)	Represents amounts reimbursed to Mr. Malone for expenses relating to estate or tax planning, regulatory filings and other services.

(5)	Includes approximately $82,379 that Mr. Angoitia Noriega received in our common shares in lieu of cash.

(6)	Includes approximately $104,870 that Mr. Paul Gould received in our common shares in lieu of cash.

(7)	Includes approximately $82,379 that Mr. Brendan Paddick received in our common shares in lieu of cash.

(8)	Includes approximately $84,825 that Mr. Eric Zinterhofer received in our common shares in lieu of cash. Mr. Zinterhofer transferred such amounts to Searchlight Capital Partners, LP.

(9)	Mr. Eric Zinterhofer transferred all of the common shares that he received to affiliates of Searchlight Capital Partners, LP.

(10)	Effective December 12, 2019, Mr. Malone retired from our Board, and Mr. Sanchez joined our Board.

---

(1)	Each plan permits grants of, or with respect to, any class of our common shares, subject to a single aggregate limit.

(2)	Consists of SARs, PSUs and RSUs held by participants at our company under the Incentive Plan.

(3)	Consists of SARs, stock options, PSUs and RSUs held by participants at our company and Liberty Global under the Transition Plan.

(4)	The Transition Plan governs the terms and conditions of awards with respect to our company’s common shares that were granted in connection with adjustments made to awards granted by Liberty Global with respect to the LiLAC Shares. As a result, no further grants are permitted under this plan.

---

---

---