ThZeal - The Zeal

lila-20230930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission file number: 001-38335

Liberty Latin America Ltd.

(Exact name of Registrant as specified in its charter)


Bermuda						98-1386359
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

2 Church Street,
Hamilton						HM 11
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (441) 295-5950 or (303) 925-6000

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Class A Common Shares, par value $0.01 per share	LILA	The NASDAQ Stock Market LLC
Class C Common Shares, par value $0.01 per share	LILAK	The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

The number of outstanding common shares of Liberty Latin America Ltd. as of October 31, 2023 was: 40.8 million Class A; 2.2 million Class B; and 161.7 million Class C.

LIBERTY LATIN AMERICA LTD.

TABLE OF CONTENTS


		Page Number
	PART I - FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	70
Item 4.	CONTROLS AND PROCEDURES	72
	PART II - OTHER INFORMATION
Item 1.	LEGAL PROCEEDINGS	73
Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	73
Item 5.	OTHER INFORMATION	73
Item 6.	EXHIBITS	74

GLOSSARY OF DEFINED TERMS

Unless the context requires otherwise, references to Liberty Latin America, “we,” “our,” “our company” and “us” in this Quarterly Report on Form 10-Q (as defined below) may refer to Liberty Latin America Ltd. or collectively to Liberty Latin America Ltd. and its subsidiaries. We have used several other terms in this Quarterly Report on Form 10-Q, most of which are defined or explained below.


2022 Form 10-K			Annual Report on Form 10-K as filed with the SEC under the Exchange Act for the year ended December 31, 2022
2027 C&W Senior Notes			$1.2 billion aggregate principal amount 6.875% senior notes due September 15, 2027 issued by C&W Senior Finance
2027 C&W Senior Secured Notes			$495 million aggregate principal amount 5.75% senior secured notes due September 7, 2027 issued by Sable International Finance Limited
2027 LPR Senior Secured Notes			$1.2 billion aggregate principal amount 6.75% senior secured notes due October 15, 2027 issued by LCPR Senior Secured Financing
2028 CWP Term Loan			$435 million principal amount 4.25% term loan facility due January 18, 2028 issued by CWP
2028 LPR Term Loan			$620 million principal amount Adjusted Term SOFR + 3.75% term loan facility due October 15, 2028 issued by LCPR Loan Financing
2029 LPR Senior Secured Notes			$820 million principal amount 5.125% senior secured notes due July 15, 2029 issued by LCPR Senior Secured Financing
2031 LCR Term Loan A			$50 million principal amount 10.875% senior secured term loan due January 15, 2031 borrowed by Liberty Servicios; from July 15, 2028 and thereafter, the applicable interest rate will increase by 0.125% per annum for each of the Sustainability Performance Targets (as defined in the credit agreement) not achieved by Liberty Costa Rica by no later than December 31, 2027
2031 LCR Term Loan B			$400 million principal amount 10.875% senior secured term loan due January 15, 2031 borrowed by Liberty Servicios; from July 15, 2028 and thereafter, the applicable interest rate will increase by 0.125% per annum for each of the Sustainability Performance Targets (as defined in the credit agreement) not achieved by Liberty Costa Rica by no later than December 31, 2027
Adjusted OIBDA			Operating income or loss before share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. 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.
Adjusted OIBDA Margin			Adjusted OIBDA divided by revenue
Adjusted Term SOFR			SOFR U.S. dollar denominated loans adjusted as follows: (i) 0.11448% for a one-month interest period, (ii) 0.26161% for a three-month interest period and (iii) 0.42826% for a six-month interest period
América Móvil			América Móvil S.A.B. de C.V.
ARPU			Average monthly subscription revenue per average fixed RGU or mobile subscriber, as applicable
ASU			Accounting Standards Update
AT&T			AT&T Inc.
AT&T Acquisition			October 31, 2020 acquisition of all of the outstanding shares of the AT&T Acquired Entities
AT&T Acquired Entities			Collectively, Liberty Mobile Inc., Liberty Mobile Puerto Rico Inc. and Liberty Mobile USVI Inc.
B2B			Business-to-business
BBVI Acquisition			December 31, 2021 acquisition of 96% of Broadband VI, LLC
C&W			Cable & Wireless Communications Limited and its subsidiaries
C&W Bahamas			The Bahamas Telecommunications Company Limited, a 49%-owned subsidiary of C&W that owns all of our operations in the Bahamas
C&W Caribbean			Reportable segment that includes all subsidiaries of C&W, excluding those within our C&W Panama and Liberty Networks segments

GLOSSARY OF DEFINED TERMS – (Continued)


C&W Credit Facilities			Senior secured credit facilities of certain subsidiaries of C&W comprising: (i) C&W Term Loan B-6 Facility; (ii) C&W Term Loan B-5 Facility; (iii) C&W Revolving Credit Facility; and (iv) C&W Regional Facilities
C&W Jamaica			Cable & Wireless Jamaica Limited, a 92%-owned subsidiary of C&W
C&W Notes			The senior and senior secured notes of C&W comprising: (i) 2027 C&W Senior Secured Notes; and (ii) 2027 C&W Senior Notes
C&W Panama			Reportable segment for our operations in Panama
C&W Regional Facilities			Primarily comprises credit facilities at CWP, Columbus Communications Trinidad Limited and Columbus Communications Jamaica Limited
C&W Revolving Credit Facility			$580 million Adjusted Term SOFR + 3.25% revolving credit facility due January 30, 2027, of C&W
C&W Senior Finance			C&W Senior Finance Limited, a wholly-owned subsidiary of C&W
C&W Term Loan B-5 Facility			$1,510 million principal amount Adjusted Term SOFR + 2.25% term loan B-5 facility due January 31, 2028 of C&W
C&W Term Loan B-6 Facility			$590 million principal amount Adjusted Term SOFR + 3.00% term loan B-6 facility due October 15, 2029 of C&W
Capped Calls			Capped call option contracts issued in connection with the issuance of our Convertible Notes
Chile JV			Joint venture between Liberty Latin America and América Móvil that is 50:50 owned by each investee, the formation of which occurred during October 2022
Chile JV Entities			Represents the entities that were contributed to the Chile JV, consisting of Lila Chile Holding BV and its subsidiaries, which include VTR
CIP			Construction-in-process
Claro Panama			América Móvil's operations in Panama
Claro Panama Acquisition			July 1, 2022 acquisition of Claro Panama
CLP			Chilean peso
Convertible Notes			$220 million principal amount 2% convertible senior notes due July 15, 2024 issued by Liberty Latin America
COP			Colombian peso
CPE			Customer premises equipment
CRC			Costa Rican colón
CWP			Cable & Wireless Panama, S.A., a 49%-owned subsidiary of C&W that owns most of our operations in Panama
CWP Credit Facilities			Credit facilities of CWP comprised of: (i) 2028 CWP Term Loan and (ii) CWP Revolving Credit Facility
CWP Revolving Credit Facility			$20 million principal amount at Adjusted Term SOFR + 3.75% revolving credit facility due January 18, 2027 at CWP
CWSF			Cable & Wireless Superannuation Fund
Directors			Members of Liberty Latin America’s board of directors
Employee Incentive Plan			Liberty Latin America Ltd. 2018 Incentive Plan
EPS			Earnings or loss per share
ESPP			Employee stock purchase plan
Exchange Act			Securities Exchange Act of 1934, as amended
Executives			Liberty Latin America's Principal Executive Officer and Principal Financial Officer
FASB			Financial Accounting Standards Board
FCC			United States Federal Communications Commission
FCPA			United States Foreign Corrupt Practices Act of 1977, as amended
FX			Foreign currency translation effects
JMD			Jamaican dollar
LCPR			Liberty Communications of Puerto Rico LLC

GLOSSARY OF DEFINED TERMS – (Continued)


LCPR Loan Financing			LCPR Loan Financing LLC, a consolidated special purpose financing entity that was created for the primary purpose of facilitating the issuance of certain term loan debt. LCPR is required to consolidate LCPR Loan Financing as a result of certain variable interests in LCPR Loan Financing, for which LCPR is considered the primary beneficiary.
LCPR Senior Secured Financing			LCPR Senior Secured Financing Designated Activity Company, a consolidated special purpose financing entity that was created for the primary purpose of facilitating the issuance of certain debt offerings. Liberty Mobile is required to consolidate LCPR Senior Secured Financing as a result of certain variable interests in LCPR Senior Secured Financing, of which Liberty Mobile is considered the primary beneficiary.
LCR Credit Facilities			Senior secured credit facilities of Liberty Servicios comprised of: (i) 2031 LCR Term Loan A; (ii) 2031 LCR Term Loan B; and (iii) LCR Revolving Credit Facility
LCR Revolving Credit Facility			$60 million Term SOFR + 4.25% amended and restated revolving credit facility due January 15, 2028 of Liberty Servicios
LCR Term Loan B-1 Facility			$277 million principal amount LIBOR + 5.50% term loan facility, 50% of which was due February 1, 2024 and 50% due August 1, 2024, of Liberty Servicios (repaid January 2023)
LCR Term Loan B-2 Facility			CRC 80 billion principal amount TBP + 6.75% term loan facility, 50% of which was due February 1, 2024 and 50% due August 1, 2024, of Liberty Servicios (repaid January 2023)
Liberty Communications PR			Liberty Communications PR Holding LP and its subsidiaries, which include LCPR and Liberty Mobile and its subsidiaries
Liberty Costa Rica			Reportable segment comprising Liberty Servicios and Liberty Telecomunicaciones
Liberty Latin America Shares			Collectively, Class A, Class B and Class C common shares of Liberty Latin America
Liberty Mobile			Liberty Mobile Inc. and it subsidiaries
Liberty Networks			Reportable segment (formerly referred to as our reportable segment, C&W Networks & LatAm) comprising our managed services and wholesale business, which primarily operates through our subsea and terrestrial fiber optic cable networks; the segment comprises certain subsidiaries of C&W
Liberty Puerto Rico			Reportable segment comprising Liberty Communications PR, which has operations in Puerto Rico and USVI
Liberty Servicios			Liberty Servicios Fijos LY, S.A., an indirectly 80%-owned subsidiary in Costa Rica, and its subsidiaries, including Liberty Telecomunicaciones
Liberty Telecomunicaciones			Liberty Telecomunicaciones de Costa Rica LY, S.A. (formerly known as Telefónica de Costa Rica TC, S.A.), an indirectly 80%-owned subsidiary in Costa Rica and it's subsidiary
Liberty Telecomunicaciones Acquisition			August 9, 2021 acquisition of Telefónica’s wireless operations in Costa Rica
LIBOR			London Inter-Bank Offered Rate
LPR Credit Facilities			Senior secured credit facilities of Liberty Puerto Rico comprising: (i) 2028 LPR Term Loan; and (ii) LPR Revolving Credit Facility
LPR Revolving Credit Facility			$173 million Adjusted Term SOFR + 3.5% revolving credit facility due March 15, 2027 of LPR
LPR Senior Secured Notes			Senior secured notes of Liberty Puerto Rico comprising: (i) 2029 LPR Senior Secured Notes; and (ii) 2027 LPR Senior Secured Notes
LTVP			Long-term Value Plan that represents a new component of the Employee Incentive Plan implemented during the second quarter of 2023 whereby employees receive a fixed-value award that vests annually over three years and can be settled in either common shares or cash at the discretion of Liberty Latin America's Compensation Committee.
OFAC			Office of Foreign Assets Control
PSARs			Performance-based stock appreciation rights
PSUs			Performance-based restricted stock units
Quarterly Report on Form 10-Q			Quarterly Report on Form 10-Q as filed with the SEC under the Exchange Act
RGU			Revenue generating unit
RSUs			Restricted stock units

GLOSSARY OF DEFINED TERMS – (Continued)


SARs			Stock appreciation rights
SEC			U.S. Securities and Exchange Commission
Share Repurchase Program			The share repurchase program that was authorized by our Directors on February 22, 2022 that authorizes us to repurchase from time to time up to $200 million of our Class A and/or Class C common shares through December 2024. On May 8, 2023, our Directors approved an additional $200 million for the repurchase of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2025.
SOFR			Reference rate based on secured overnight financing rate administered by the Federal Reserve Bank of New York
TBP			Tasa Básica Pasiva interest rate
Telefónica			Telefónica, S.A., a telecommunications company
Term SOFR			Forward-looking term rate based on SOFR as published by CME Group Benchmark Administration Limited
U.S.			United States
U.S. GAAP			Generally accepted accounting principles in the United States
USVI			U.S. Virgin Islands
VAT			Value-added taxes
VTR			VTR Finance N.V. and its subsidiaries, a reportable segment through the date of close of the Chile JV
VTR Notes			Senior and senior secured notes issued by certain entities of VTR that were disposed of upon the formation of the Chile JV
Weather Derivatives			Weather derivative contracts that provide insurance coverage for certain weather-related events

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)


	September 30, 2023		December 31, 2022

	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	571.6	$	781.0
Trade receivables, net	648.1		603.3
Prepaid expenses	91.1		65.1
Current derivative assets	101.9		91.3
Current notes receivable, net	84.0		92.0
Current contract assets	107.6		107.3
Other current assets, net	366.3		338.9
Total current assets	1,970.6		2,078.9

Goodwill	3,469.8		3,421.3
Property and equipment, net	4,254.7		4,293.6
Intangible assets not subject to amortization	1,592.8		1,592.8
Intangible assets subject to amortization, net	577.3		688.1
Other assets, net	1,443.3		1,500.5
Total assets	$	13,308.5	$	13,575.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS – (Continued)

(unaudited)


	September 30, 2023		December 31, 2022

	in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	404.5	$	525.1
Current portion of deferred revenue	150.8		151.7
Current portion of debt and finance lease obligations	558.1		226.9
Accrued interest	110.8		118.2
Accrued payroll and employee benefits	83.3		82.1
Current derivative liabilities	19.0		42.3
Current portion of operating lease liabilities	83.4		76.7
Other accrued and current liabilities	520.1		550.8
Total current liabilities	1,930.0		1,773.8
Long-term debt and finance lease obligations	7,356.6		7,653.8
Deferred tax liabilities	674.7		688.7
Deferred revenue	89.4		109.3
Other long-term liabilities	829.1		792.9
Total liabilities	10,879.8		11,018.5

Commitments and contingencies

Equity:
Liberty Latin America shareholders:
Class A, $0.01 par value; 500.0 million shares authorized; 52.6 million and 40.9 million shares issued and outstanding, respectively, at September 30, 2023; 51.8 million and 42.7 million shares issued and outstanding, respectively, at December 31, 2022	0.5		0.5
Class B, $0.01 par value; 50.0 million shares authorized; 2.2 million shares issued and outstanding at September 30, 2023; 2.1 million shares issued and outstanding at December 31, 2022	—		—
Class C, $0.01 par value; 500.0 million shares authorized; 189.6 million and 162.5 million shares issued and outstanding, respectively, at September 30, 2023; 187.4 million and 171.3 million shares issued and outstanding, respectively, at December 31, 2022	1.9		1.9
Undesignated preference shares, $0.01 par value; 50.0 million shares authorized; nil shares issued and outstanding at each period	—		—
Treasury shares, at cost; 38.8 million and 25.3 million shares, respectively	(354.7)		(243.4)
Additional paid-in capital	5,252.4		5,177.1
Accumulated deficit	(2,838.9)		(2,868.1)
Accumulated other comprehensive loss, net of taxes	(193.6)		(149.2)
Total Liberty Latin America shareholders	1,867.6		1,918.8
Noncontrolling interests	561.1		637.9
Total equity	2,428.7		2,556.7
Total liabilities and equity	$	13,308.5	$	13,575.2

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions, except per share amounts

Revenue	$	1,125.8	$	1,220.8	$	3,347.5	$	3,649.4
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services	259.1		299.1		740.2		903.3
Other operating costs and expenses	462.4		528.7		1,415.4		1,521.4
Depreciation and amortization	230.5		234.3		705.6		661.7
Impairment, restructuring and other operating items, net	11.1		7.0		81.6		583.4
	963.1		1,069.1		2,942.8		3,669.8
Operating income (loss)	162.7		151.7		404.7		(20.4)
Non-operating income (expense):
Interest expense	(152.3)		(149.2)		(448.0)		(415.8)
Realized and unrealized gains on derivative instruments, net	47.5		135.4		52.8		385.0
Foreign currency transaction gains (losses), net	3.7		(56.5)		46.2		(221.9)
Gains (losses) on debt extinguishments, net	0.3		41.1		(3.9)		41.1
Other expense, net	(3.6)		(1.8)		(4.0)		(7.0)
	(104.4)		(31.0)		(356.9)		(218.6)
Earnings (loss) before income taxes	58.3		120.7		47.8		(239.0)
Income tax expense	(10.4)		(38.8)		(51.9)		(100.6)
Net earnings (loss)	47.9		81.9		(4.1)		(339.6)
Net loss (earnings) attributable to noncontrolling interests	11.8		(6.2)		33.3		30.3
Net earnings (loss) attributable to Liberty Latin America shareholders	$	59.7	$	75.7	$	29.2	$	(309.3)

Basic and diluted net earnings (loss) per share attributable to Liberty Latin America shareholders	$	0.29	$	0.34	$	0.14	$	(1.38)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

(unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Net earnings (loss)	$	47.9	$	81.9	$	(4.1)	$	(339.6)
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments	8.6		21.7		31.0		52.9
Reclassification adjustments included in net earnings (loss)	—		(3.2)		—		(6.7)
Pension-related adjustments and other, net	(4.0)		(7.6)		(74.5)		(16.7)
Other comprehensive earnings (loss)	4.6		10.9		(43.5)		29.5
Comprehensive earnings (loss)	52.5		92.8		(47.6)		(310.1)
Comprehensive loss (earnings) attributable to noncontrolling interests	11.6		(6.7)		32.4		30.8
Comprehensive earnings (loss) attributable to Liberty Latin America shareholders	$	64.1	$	86.1	$	(15.2)	$	(279.3)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)


	Liberty Latin America shareholders																Non-controlling interests		Total equity
	Common shares						Treasury Stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss, net of taxes		Total Liberty Latin America shareholders
	Class A		Class B		Class C
	in millions

Balance at July 1, 2022	$	0.5	$	—	$	1.9	$	(192.8)	$	5,146.2	$	(3,082.4)	$	(70.1)	$	1,803.3	$	638.0	$	2,441.3
Net earnings	—		—		—		—		—		75.7		—		75.7		6.2		81.9
Other comprehensive earnings	—		—		—		—		—		—		10.4		10.4		0.5		10.9
Repurchase of Liberty Latin America common shares	—		—		—		(33.6)		—		—		—		(33.6)		—		(33.6)
Share-based compensation	—		—		—		—		17.9		—		—		17.9		—		17.9

Balance at September 30, 2022	$	0.5	$	—	$	1.9	$	(226.4)	$	5,164.1	$	(3,006.7)	$	(59.7)	$	1,873.7	$	644.7	$	2,518.4

Balance at January 1, 2022	$	0.5	$	—	$	1.8	$	(74.0)	$	5,075.3	$	(2,697.4)	$	(89.7)	$	2,216.5	$	677.4	$	2,893.9
Net loss	—		—		—		—		—		(309.3)		—		(309.3)		(30.3)		(339.6)
Other comprehensive earnings	—		—		—		—		—		—		30.0		30.0		(0.5)		29.5
Repurchase of Liberty Latin America common shares	—		—		—		(152.4)		—		—		—		(152.4)		—		(152.4)
Distribution to noncontrolling interest owner	—		—		—		—		—		—		—		—		(1.9)		(1.9)
Share-based compensation	—		—		0.1		—		88.8		—		—		88.9		—		88.9

Balance at September 30, 2022	$	0.5	$	—	$	1.9	$	(226.4)	$	5,164.1	$	(3,006.7)	$	(59.7)	$	1,873.7	$	644.7	$	2,518.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – (Continued)

(unaudited)


	Liberty Latin America shareholders																Non-controlling interests		Total equity
	Common shares						Treasury Stock		Additional paid-in capital		Accumulated deficit		Accumulated other comprehensive loss, net of taxes		Total Liberty Latin America shareholders
	Class A		Class B		Class C
	in millions

Balance at July 1, 2023	$	0.5	$	—	$	1.9	$	(325.2)	$	5,227.5	$	(2,898.6)	$	(198.0)	$	1,808.1	$	567.2	$	2,375.3
Net earnings	—		—		—		—		—		59.7		—		59.7		(11.8)		47.9
Other comprehensive earnings	—		—		—		—		—		—		4.4		4.4		0.2		4.6
Repurchase of Liberty Latin America common shares	—		—		—		(29.5)		—		—		—		(29.5)		—		(29.5)
Share-based compensation	—		—		—		—		24.9		—		—		24.9		—		24.9
Other	—		—		—		—		—		—		—		—		5.5		5.5
Balance at September 30, 2023	$	0.5	$	—	$	1.9	$	(354.7)	$	5,252.4	$	(2,838.9)	$	(193.6)	$	1,867.6	$	561.1	$	2,428.7

Balance at January 1, 2023	$	0.5	$	—	$	1.9	$	(243.4)	$	5,177.1	$	(2,868.1)	$	(149.2)	$	1,918.8	$	637.9	$	2,556.7
Net loss	—		—		—		—		—		29.2		—		29.2		(33.3)		(4.1)
Other comprehensive loss	—		—		—		—		—		—		(44.4)		(44.4)		0.9		(43.5)
Repurchase of Liberty Latin America common shares	—		—		—		(111.3)		—		—		—		(111.3)		—		(111.3)
Cash and non-cash distributions to noncontrolling interest owners	—		—		—		—		—		—		—		—		(49.9)		(49.9)
Share-based compensation	—		—		—		—		75.3		—		—		75.3		—		75.3
Other	—		—		—		—		—		—		—		—		5.5		5.5
Balance at September 30, 2023	$	0.5	$	—	$	1.9	$	(354.7)	$	5,252.4	$	(2,838.9)	$	(193.6)	$	1,867.6	$	561.1	$	2,428.7

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine months ended September 30,
	2023		2022
	in millions
Cash flows from operating activities:
Net loss	$	(4.1)	$	(339.6)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense	77.8		82.6
Depreciation and amortization	705.6		661.7
Impairments and other non-cash charges, net	49.5		566.6
Amortization of debt financing costs, premiums and discounts, net	23.5		27.8
Realized and unrealized gains on derivative instruments, net	(52.8)		(385.0)
Foreign currency transaction losses (gains), net	(46.2)		221.9
Losses (gains) on debt extinguishments, net	3.9		(41.1)
Deferred income tax expense (benefit)	(12.7)		14.0
Changes in operating assets and liabilities, net of the effect of acquisitions	(238.0)		(317.1)
Net cash provided by operating activities	506.5		491.8

Cash flows from investing activities:
Capital expenditures, net	(422.9)		(494.1)
Cash paid in connection with acquisitions, net of cash acquired	—		(234.1)
Other investing activities, net	(29.6)		(16.4)
Net cash used by investing activities	$	(452.5)	$	(744.6)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)

(unaudited)


	Nine months ended September 30,
	2023		2022
	in millions
Cash flows from financing activities:
Borrowings of debt	$	756.3	$	315.3
Payments of principal amounts of debt and finance lease obligations	(855.6)		(220.8)
Repurchase of Liberty Latin America common shares	(110.8)		(152.9)
Net cash received related to derivative instruments	9.8		97.6
Payment of financing costs and debt redemption premiums	(15.4)		(6.5)
Distributions to noncontrolling interest owners	(41.2)		(1.9)
Other financing activities, net	2.0		(8.9)
Net cash provided (used) by financing activities	(254.9)		21.9

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(5.3)		(3.5)

Net decrease in cash, cash equivalents and restricted cash	(206.2)		(234.4)

Cash, cash equivalents and restricted cash:
Beginning of period	788.9		1,074.2
End of period	$	582.7	$	839.8

Cash paid for interest	$	423.6	$	403.4
Net cash paid for taxes	$	60.3	$	83.6

The accompanying notes are an integral part of these condensed consolidated financial statements.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements

September 30, 2023

(unaudited)

(1) Basis of Presentation

See the Glossary of defined terms at the beginning of this Quarterly Report on Form 10-Q for terms used throughout the condensed consolidated financial statements.

General

Liberty Latin America Ltd. is a registered company in Bermuda that primarily includes (i) C&W; (ii) Liberty Communications PR; (iii) LBT CT Communications, S.A. (a less than wholly-owned entity) and its subsidiaries, which include Liberty Servicios and Liberty Telecomunicaciones; and (iv) prior to the closing of the formation of the Chile JV in October 2022, VTR, as further described below. C&W owns less than 100% of certain of its consolidated subsidiaries, including C&W Bahamas, C&W Jamaica and CWP.

We are an international provider of fixed, mobile and subsea telecommunications services. We provide:

A.residential and B2B services in:

i.over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and C&W Panama;

ii.Puerto Rico and the USVI, through our reportable segment Liberty Puerto Rico; and

iii.Costa Rica, through our reportable segment Liberty Costa Rica.

B.through our reportable segment Liberty Networks, (i) enterprise services in certain other countries in Latin America and the Caribbean and (ii) wholesale services over our subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in that region.

In October 2022, we completed the formation of the Chile JV by contributing the Chile JV Entities into the Chile JV. Subsequent to the formation of the Chile JV, we began accounting for our 50% interest in the Chile JV as an equity method investment. Prior to the formation of the Chile JV, VTR was a wholly owned subsidiary. As such, our condensed consolidated statements of operations and cash flows for the 2022 periods include VTR.

Unless otherwise indicated, ownership percentages are calculated as of September 30, 2023.

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by U.S. GAAP or SEC rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2022 Form 10-K.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, expected credit losses, programming and copyright expenses, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, useful lives of long-lived assets and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates. Certain prior-period amounts have been reclassified to conform to the current period presentation.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Correction of Immaterial Errors

We identified certain errors in our previously reported consolidated financial statements, primarily related to revenue, deferred tax liabilities, and non-controlling interests. We have completed a quantitative and qualitative evaluation of the errors and concluded that they are immaterial to the previously issued condensed consolidated financial statements. Notwithstanding this evaluation, we have revised (i) our December 31, 2022 consolidated balance sheet, (ii) our consolidated statements of operations, comprehensive earnings (loss), and equity for the three and nine months ended September 30, 2022, and (iii) our cash flows for the nine months ended September 30, 2022 for these errors. The tables below set forth the adjustments to the primary condensed consolidated financial statement line items resulting from these adjustments:


	Three months ended September 30, 2022						Nine months ended September 30, 2022
	As Previously Reported		Adjustments		As Adjusted		As Previously Reported		Adjustments		As Adjusted
	in millions

Revenue	$	1,222.0	$	(1.2)	$	1,220.8	$	3,654.4	$	(5.0)	$	3,649.4
Operating income (loss)	$	152.9	$	(1.2)	$	151.7	$	(15.4)	$	(5.0)	$	(20.4)
Earnings (loss) before income taxes	$	121.9	$	(1.2)	$	120.7	$	(234.0)	$	(5.0)	$	(239.0)
Net earnings (loss) attributable to Liberty Latin America shareholders	$	84.1	$	(8.4)	$	75.7	$	(310.3)	$	1.0	$	(309.3)


	December 31, 2022
	As Previously Reported		Adjustments		As Adjusted
	in millions

Total liabilities	$	11,009.1	$	9.4	$	11,018.5

Total equity	$	2,566.1	$	(9.4)	$	2,556.7

(2) Accounting Changes and Recent Accounting Pronouncements

Accounting Change

ASU 2022-04

In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (ASU 2022-04), which requires that a buyer in a supplier finance program disclose certain information about the program to allow financial statement users to understand the nature of the program, activity during the period and changes to the program from period to period. In each annual reporting period, the disclosure requirements include (i) the key terms of the program, including payment terms, (ii) the amount and location in the balance sheet of obligations outstanding with the finance provider or intermediary, and (iii) a rollforward of the obligations during the annual period. In each interim reporting period, the disclosure requirements include the amount of obligations outstanding that the buyer has confirmed as valid to the finance provider or intermediary as of the end of the interim period. The rollforward disclosure is effective for fiscal years beginning after December 15, 2023, while the remaining annual disclosures are required to be disclosed on an interim basis in the year of adoption. With the exception of the rollforward disclosure requirements, we adopted ASU 2022-04 effective January 1, 2023. Disclosures surrounding our supplier finance programs are included in note 8.

Recent Accounting Pronouncements

ASU 2020-04, ASU 2021-01 and ASU 2022-06

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04), which provides optional guidance for a limited time to ease the

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

potential accounting burden associated with transitioning away from reference rates, such as LIBOR. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (ASU 2021-01), which clarifies certain optional expedients and exceptions in Topic 848. The expedients and exceptions provided by ASU 2020-04 and ASU 2021-01 are for the application of U.S. GAAP to contracts, hedging relationships and other transactions affected by the rate reform, and was initially not intended to be available after December 31, 2022, other than for certain hedging relationships entered into before December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (ASU 2022-06), which defers the expiration date of Topic 848 from December 31, 2022, to December 31, 2024, and permits companies to apply the guidance in Topic 848 through the expected cessation date of USD LIBOR. The phase out of LIBOR has not had a material impact on our condensed consolidated financial statements.

(3) Current Expected Credit Losses

The aggregate changes in our allowance for expected credit losses associated with our trade receivables, and current and long-term notes receivables are set forth below:


	Nine months ended September 30,
	2023		2022
	in millions

Balance at beginning of period	$	101.1	$	112.6
Provision for expected losses, net	54.4		52.3
Write-offs	(63.5)		(44.4)
Foreign currency translation adjustments and other	2.5		(23.1)
Balance at end of period	$	94.5	$	97.4

(4) Acquisitions

2022 Acquisition

Claro Panama Acquisition. On September 14, 2021, we entered into a definitive agreement to acquire América Móvil’s operations in Panama in an all-cash transaction based upon an enterprise value of $200 million on a cash- and debt-free basis. On July 1, 2022, we completed the acquisition of Claro Panama, which was financed through a combination of debt and existing cash.

We have accounted for the Claro Panama Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Claro Panama based on assessments of their respective fair values. A summary of the purchase price and the opening balance sheet of Claro Panama at the July 1, 2022 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):


Current assets	$	24.4
Property and equipment	136.3
Intangible assets subject to amortization (a)	47.9
Other assets (b)	198.2
Current liabilities	(64.8)
Long-term liabilities (c)	(132.7)
Total purchase price	$	209.3

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

(a)At July 1, 2022, the weighted average useful life of the acquired spectrum intangible assets was approximately 6 years.

(b)Primarily consists of operating lease right-of-use assets.

(c)Primarily consists of the non-current portion of operating lease obligations.

2021 Acquisition

BBVI Acquisition. Effective December 31, 2021, we acquired 96% of the outstanding shares of Broadband VI, LLC for $33 million, the payment of which occurred in January 2022. Broadband VI, LLC provides fixed services to residential and business customers in the U.S. Virgin Islands and is included in our Liberty Puerto Rico reportable segment.

Supplemental Pro Forma Information

The pro forma financial information set forth in the table below is based on available information and assumptions that we believe are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our results of operations would have been had this acquisition occurred on the date indicated nor should it be considered representative of our future financial condition or results of operations. The pro forma information set forth in the table below includes, as applicable, tax-effected pro forma adjustments primarily related to:

i.the alignment of accounting policies;

ii.depreciation expense related to acquired tangible assets;

iii.amortization expense related to acquired intangible assets; and

iv.the elimination of direct acquisition costs.

The following unaudited pro forma condensed consolidated operating results for the nine months ended September 30, 2022 give effect to the Claro Panama Acquisition, as if it had been completed as of January 1, 2021 (in millions):





Revenue	$	3,713.9
Net loss attributable to Liberty Latin America shareholders	$	(327.4)

(5) Derivative Instruments

In general, we seek to enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt and (ii) foreign currency movements. With the exception of certain foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments in our condensed consolidated statements of operations.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

The following table provides details of the fair values of our derivative instrument assets and liabilities:


	September 30, 2023						December 31, 2022
	Current		Long-term (a)		Total		Current		Long-term (a)		Total
	in millions
Assets (b):
Interest rate derivative contracts	$	101.6	$	245.8	$	347.4	$	91.3	$	224.2	$	315.5
Other	0.3		—		0.3		—		—		—
Total	$	101.9	$	245.8	$	347.7	$	91.3	$	224.2	$	315.5

Liabilities (b):
Interest rate derivative contracts	$	2.5	$	36.3	$	38.8	$	30.4	$	—	$	30.4
Foreign currency forward contracts	16.5		2.6		19.1		11.9		—		11.9
Total	$	19.0	$	38.9	$	57.9	$	42.3	$	—	$	42.3

(a)Our long-term derivative assets and long-term derivative liabilities are included in other assets, net and other long-term liabilities, respectively, in our condensed consolidated balance sheets.

(b)We consider credit risk relating to our nonperformance and the nonperformance of our counterparties in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 8) and are recorded in realized and unrealized gains or losses on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 6.

The derivative assets set forth in the table above exclude our Weather Derivatives as they are not accounted for at fair value. The premium payments associated with our Weather Derivatives are included in other current assets, net, in our condensed consolidated balance sheets.

The details of our realized and unrealized gains on derivative instruments, net, are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Interest rate and cross-currency derivative contracts	$	60.1	$	159.3	$	99.8	$	417.8
Foreign currency forward contracts and other	(5.0)		(16.0)		(23.9)		(9.3)
Weather Derivatives	(7.6)		(7.9)		(23.1)		(23.5)
Total	$	47.5	$	135.4	$	52.8	$	385.0

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

The following table sets forth the classification of the net cash inflows of our derivative instruments:


	Nine months ended September 30,
	2023		2022
	in millions

Operating activities	$	17.4	$	(30.9)
Investing activities	—		5.3
Financing activities	9.8		97.6
Total	$	27.2	$	72.0

Counterparty Credit Risk

We are exposed to the risk that the counterparties to the derivative instruments of our borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral has not been posted by either party under the derivative instruments of our borrowing groups. At September 30, 2023, our exposure to counterparty credit risk associated with our derivative instruments, as set forth in the assets and liabilities table above, included derivative assets with an aggregate fair value of $309 million.

Each of our borrowing groups has entered into derivative instruments under agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements under each of these master agreements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.

Details of our Derivative Instruments

Interest Rate Derivative Contracts

In connection with the phase-out of LIBOR, we amended or entered into certain derivative contracts to reference Adjusted Term SOFR for interest periods commencing after June 30, 2023.

Interest Rate Swaps

We enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at September 30, 2023:


Borrowing group	Notional amount due from counterparty		Weighted average remaining life
	in millions		in years

C&W (a)	$	2,100.0	4.8

Liberty Puerto Rico	$	500.0	5.0

(a)Includes embedded floors of 0% on certain contracts.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Basis Swaps

Basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our basis swap contracts at September 30, 2023:


Borrowing group	Notional amount due from counterparty		Weighted average remaining life
	in millions		in years

C&W	$	2,100.0	1.3

Liberty Puerto Rico	$	620.0	1.3

Interest Rate Floors

Interest rate floors provide protection against interest rates falling below a pre-set level. At September 30, 2023, our Liberty Puerto Rico borrowing group had an interest rate floor with a total notional amount of $620 million and a remaining contractual life of 5.0 years.

Interest Rate Caps

Interest rate caps provide protection against interest rates rising above a pre-set level. At September 30, 2023, our Liberty Puerto Rico borrowing group had interest rate caps with total notional amounts of $120 million and a remaining weighted average contractual life of 5.0 years.

Foreign Currency Forwards Contracts

We enter into foreign currency forward contracts with respect to non-functional currency exposure. At September 30, 2023, our Liberty Costa Rica borrowing group had foreign currency forward contracts with total notional amounts due from and to counterparties of $204 million and CRC 120 billion, respectively, with a weighted average remaining contractual life of 0.6 years.

(6) Fair Value Measurements

General

We use the fair value method to account for most of our derivative instruments. The reported fair values of our derivative instruments likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities, as we expect that the values realized generally will be based on market conditions at the time of settlement.

U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Recurring Fair Value Measurements

Derivatives

In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 5. The recurring fair value measurements of these derivative instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these derivative instruments. This observable data mostly includes interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. Our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy. Our credit risk valuation adjustments with respect to our interest rate derivative contracts are further explained in note 5.

Non-recurring Fair Value Measurements

Fair value measurements may also be used for purposes of non-recurring valuations performed in connection with our acquisition accounting and impairment assessments.

Acquisition Accounting

During the second quarter of 2023, we finalized our acquisition accounting for the Claro Panama Acquisition, which did not result in any material changes to our opening balance sheet associated with the Claro Panama Acquisition. For additional information relating to the opening balance sheet for the Claro Panama Acquisition, see note 4.

Impairment Assessments

The nonrecurring valuations associated with impairment assessments, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of reporting units for the purpose of testing for goodwill impairment. Unless a reporting unit has a readily determinable fair value, we estimate the fair value of the reporting unit using either a market-based or income-based approach.

Goodwill

During the third quarter of 2023, we completed our annual goodwill impairment assessment. Additionally, during the second quarter of 2022, primarily due to significant increases in interest rates, we performed goodwill impairment analyses of all of our reporting units. For both of these assessments, we used an income approach to determine the estimated fair values of these reporting units. Under this approach, we utilized a discounted cash flow model as the valuation technique to estimate the fair values of the reporting units from a market participant’s perspective. This approach uses certain inputs and assumptions that require estimates and judgments, including forecasted cash flows and appropriate discount rates. Forecasts of future cash flows are largely based on our assumptions using Level 3 inputs, which we consider to be consistent with a market participant’s approach. We used the weighted-average cost of capital for each reporting unit as the basis for the discount rate to establish the present value of the expected cash flows for the respective reporting unit. The inputs for our weighted average cost of capital calculations include Level 2 and Level 3 inputs, generally derived from third-party pricing services.

Based upon the results of the aforementioned analyses, we (i) did not recognize any goodwill impairment charges during the third quarter of 2023, and (ii) recognized impairment charges associated with certain reporting units of our C&W Caribbean segment during the second quarter of 2022. For additional information regarding goodwill impairment charges resulting from these impairment analyses, see note 7.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

(7) Long-lived Assets

Goodwill

Changes in the carrying amount of our goodwill are set forth below:


	C&W Caribbean		C&W Panama		Liberty Networks		Liberty Puerto Rico		Liberty Costa Rica		Total
	in millions

January 1, 2023	$	1,220.4	$	617.1	$	654.0	$	501.1	$	428.7	$	3,421.3
Acquisitions and related adjustments	—		—		(5.7)		—		5.7		—

Foreign currency translation adjustments and other	(1.7)		—		6.1		—		44.1		48.5

September 30, 2023	$	1,218.7	$	617.1	$	654.4	$	501.1	$	478.5	$	3,469.8

Based on the results of our annual goodwill impairment test, we determined no impairment of goodwill was required. If, among other factors, (i) our equity values were to decline significantly, (ii) we experience additional adverse impacts associated with macroeconomic factors, including increases in our estimated weighted average cost of capital, or (iii) the adverse impacts stemming from competition, economic, regulatory or other factors were to cause our results of operations or cash flows to be worse than currently anticipated, we could conclude in future periods that additional impairment charges of certain reporting units are required in order to reduce the carrying values of goodwill. Any such impairment charges could be significant.

During the nine months ended September 30, 2022, we recorded a $555 million impairment of goodwill within certain reporting units of our C&W Caribbean segment. This impairment was driven primarily by macroeconomic factors, including higher interest rates, that drove an increase in the discount rates used to value these reporting units, and is recorded in impairment, restructuring and other operating items, net, in our condensed consolidated statement of operations.

Our accumulated goodwill impairments were $2,784 million at each of September 30, 2023 and December 31, 2022.

Property and Equipment, Net

The details of our property and equipment and the related accumulated depreciation are set forth below:


	September 30, 2023		December 31, 2022
	in millions

Distribution systems	$	4,852.8	$	4,419.1
Support equipment, buildings, land and CIP	2,093.5		2,232.7
CPE	1,048.8		919.0
	7,995.1		7,570.8
Accumulated depreciation	(3,740.4)		(3,277.2)
Total	$	4,254.7	$	4,293.6

During the nine months ended September 30, 2023 and 2022, we recorded non-cash increases to our property and equipment related to vendor financing arrangements aggregating $118 million and $114 million, respectively.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Intangible Assets Subject to Amortization, Net

The details of our intangible assets subject to amortization and the related accumulated amortization are set forth below:


	September 30, 2023		December 31, 2022
	in millions

Customer relationships	$	1,321.6	$	1,464.4
Licenses and other	284.8		278.9
	1,606.4		1,743.3
Accumulated amortization	(1,029.1)		(1,055.2)
Total	$	577.3	$	688.1

Intangible Assets Not Subject to Amortization

The details of our intangible assets not subject to amortization are set forth below:


	September 30, 2023		December 31, 2022
	in millions

Spectrum licenses	$	1,051.0	$	1,051.0
Cable television franchise rights and other	541.8		541.8
Total	$	1,592.8	$	1,592.8

(8) Debt and Finance Lease Obligations

The U.S. dollar equivalents of the components of our debt are as follows:


	September 30, 2023						Estimated fair value (c)				Principal amount
	Weighted average interest rate (a)		Unused borrowing capacity (b)
			Borrowing currency		US $ equivalent		September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022

			in millions

Convertible Notes (d)	2.00	%	—		$	—	$	209.5	$	357.4	$	220.3	$	402.5
C&W Notes	6.55	%	—		—		1,523.3		1,591.6		1,715.0		1,715.0
C&W Credit Facilities	7.27	%	(e)		654.5		2,645.7		2,505.0		2,684.3		2,605.2
LPR Senior Secured Notes	6.08	%	—		—		1,729.0		1,772.7		1,981.0		1,981.0
LPR Credit Facilities	9.20	%	$	172.5	172.5		614.6		613.8		620.0		620.0
LCR Credit Facilities (f)	10.88	%	$	60.0	60.0		451.0		382.9		450.0		419.3
Vendor financing and other (g)	7.88	%	—		—		309.2		223.1		309.2		223.1
Total debt before premiums, discounts and deferred financing costs	7.05	%			$	887.0	$	7,482.3	$	7,446.5	$	7,979.8	$	7,966.1

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations:


	September 30, 2023		December 31, 2022
	in millions

Total debt before premiums, discounts and deferred financing costs	$	7,979.8	$	7,966.1
Premiums, discounts and deferred financing costs, net	(73.1)		(94.0)
Total carrying amount of debt	7,906.7		7,872.1
Finance lease obligations	8.0		8.6
Total debt and finance lease obligations	7,914.7		7,880.7
Less: Current maturities of debt and finance lease obligations	(558.1)		(226.9)
Long-term debt and finance lease obligations	$	7,356.6	$	7,653.8

(a)Represents the weighted average interest rate in effect at September 30, 2023 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.

(b)Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2023 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, 2023, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, both before and after completion of the September 30, 2023 compliance reporting requirements. At September 30, 2023, except as may be limited by tax and legal considerations, the presence of noncontrolling interests, foreign currency exchange restrictions with respect to certain C&W subsidiaries and other factors, there were no restrictions on the respective subsidiary’s ability to upstream cash from this availability to Liberty Latin America or its subsidiaries or other equity holders.

(c)The estimated fair values of our debt instruments are determined using the applicable bid prices (mostly Level 1 of the fair value hierarchy) or from quoted prices for similar instruments in active markets adjusted for the estimated credit spreads of the applicable entity, to the extent available, and other relevant factors (Level 2 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 6.

(d)The interest rate reflects the stated rate of the Convertible Notes. The effective interest rate of the Convertible Notes is 6.7%, which considers the impact of a discount recorded in connection with the value ascribed to the instrument’s conversion option. At September 30, 2023, the carrying value of the Convertible Notes was $212 million and the unamortized debt discount on the Convertible Notes was $8 million.

(e)The C&W Credit Facilities unused borrowing capacity comprise certain U.S. dollar, Trinidad & Tobago dollar and JMD revolving credit facilities.

(f)The LCR Credit Facilities at December 31, 2022 comprise certain CRC and U.S. dollar term loans and a U.S. dollar revolving credit facility. For information on the LCR Credit Facilities at September 30, 2023, see Financing Activity below.

(g)Primarily represents $303 million and $217 million at September 30, 2023 and December 31, 2022, respectively, owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year and include VAT that were paid on our behalf by the vendor. Our operating expenses include $132 million and $116 million for the nine months ended September 30, 2023 and 2022, respectively, that were financed by an intermediary and are reflected on the borrowing date as a cash outflow within net cash provided by operating activities and a cash inflow within net cash used by financing activities in our condensed consolidated statements of cash flows. Repayments of vendor financing obligations

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

are included in payments of principal amounts of debt and finance lease obligations in our condensed consolidated statements of cash flows.

Financing Activity

During May 2023, the terms of the agreements underlying the C&W Credit Facilities and the LPR Credit Facilities were amended, which resulted in (i) the replacement of LIBOR-based benchmark rates with Adjusted Term SOFR for the C&W Term Loan B-5 Facility, the C&W Term Loan B-6 Facility, the C&W Revolving Credit Facility, the 2028 LPR Term Loan and the LPR Revolving Credit Facility for interest periods commencing after June 30, 2023, (ii) the modification of the provisions for determining an alternative rate of interest upon the occurrence of certain events relating to the availability of interest rate benchmarks and (iii) certain conforming changes. The credit adjustment spreads applicable to the aforementioned debt instruments are 0.11448%, 0.26161% and 0.42826% for interest periods of one, three and six months, respectively.

In the tables below, non-cash activity relates to borrowings that did not pass through our bank accounts, as financing proceeds from the issuance of debt were used to directly repay some or all of the outstanding debt instruments within the same borrowing group.

During the nine months ended September 30, 2023 and 2022, borrowings related to significant credit facilities we drew down, entered into or amended, are as follows:



Period	Borrowing group/ Borrower	Instrument	Issued at	Maturity	Interest rate	Borrowing currency		Non-cash component
						in millions

2023	C&W	Other	100%	(a)	6.483%	$	69.0	$	—
2023	C&W	C&W Revolving Credit Facility	N/A	January 30, 2027	Adjusted Term SOFR + 3.25%	$	40.0	$	—

2023	Liberty Puerto Rico	LPR Revolving Credit Facility (b)	N/A	March 15, 2027	Adjusted Term SOFR + 3.50%	$	65.0	$	—

2023	Liberty Costa Rica	2031 LCR Term Loan A	100%	January 15, 2031	10.875%	$	50.0	$	—
2023	Liberty Costa Rica	2031 LCR Term Loan B	100%	January 15, 2031	10.875%	$	400.0	$	—
2023	Liberty Costa Rica	LCR Revolving Credit Facility (c)	N/A	January 15, 2028	Term SOFR + 4.25%	$	—	N/A

2022	C&W	2028 CWP Term Loan	100%	January 18, 2028	4.25%	$	435.0	$	272.9
2022	C&W	CWP Revolving Credit Facility (d)	100%	January 18, 2027	Adjusted Term SOFR + 3.75%	$	12.0	N/A

N/A – Not applicable.

(a)This borrowing is due in three annual installments beginning in May 2024.

(b)During the second and third quarters of 2023, we borrowed, and repaid within the respective quarter, $30 million and $35 million, respectively.

(c)In January 2023, the LCR Revolving Credit Facility was amended and restated. The amended and restated $60 million LCR Revolving Credit Facility has a fee on unused commitments of 0.5% per year.

(d)The CWP Revolving Credit Facility has a fee on unused commitments of 0.5%.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

During the nine months ended September 30, 2023 and 2022, we made certain repurchases or repayments on the following debt instruments, including repayments related to the Chile JV Entities:


				Amount paid
Period	Borrowing group / Borrower	Instrument	Redemption price	Borrowing currency		USD equivalent (a)		Non-cash component
				USD in millions, CRC in billions

2023	C&W	C&W Revolving Credit Facility	100%	$	20.0	$	20.0	$	—

2023	Liberty Puerto Rico	LPR Revolving Credit Facility	100%	$	65.0	$	65.0	$	—

2023	Liberty Costa Rica	LCR Term Loan B-1 Facility	100%	$	276.7	$	276.7	$	—
2023	Liberty Costa Rica	LCR Term Loan B-2 Facility	100%	CRC	79.6	$	138.6	$	—
2023	Liberty Costa Rica	LCR Revolving Credit Facility	100%	$	8.0	$	8.0	$	—

2023	Liberty Latin America	Convertible Notes	(b)	$	173.0	$	173.0	$	—

2022	C&W	CWP Credit Facilities	100%	$	272.9	$	272.9	$	272.9
2022	VTR	VTR Notes	(c)	$	48.1	$	48.1	$	—

(a)Translated at the transaction date, as applicable.

(b)During 2023, we repurchased and cancelled $182 million original principal amount of the Convertible Notes at a weighted average redemption price of 94.9%. In connection with these repurchases, we unwound $182 million of the related Capped Calls.

(c)Prior to the disposition of the Chile JV Entities and during the third quarter of 2022, in aggregate we repurchased and cancelled approximately $91 million original principal amount of certain of the outstanding senior secured notes and senior notes of the Chile JV Entities.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Maturities of Debt

Maturities of our debt as of September 30, 2023 are presented below. Amounts presented below represent U.S. dollar equivalents based on September 30, 2023 exchange rates:


	C&W		Liberty Puerto Rico		Liberty Costa Rica		Liberty Latin America (a)		Consolidated
	in millions
Years ending December 31:
2023 (remainder of year)	$	114.8	$	16.7	$	6.5	$	0.4	$	138.4
2024	188.8		24.9		—		220.6		434.3
2025	26.2		—		—		—		26.2
2026	23.6		—		—		—		23.6
2027	1,715.5		1,161.0		—		—		2,876.5
2028	1,997.6		620.0		—		—		2,617.6
Thereafter	593.2		820.0		450.0		—		1,863.2
Total debt maturities	4,659.7		2,642.6		456.5		221.0		7,979.8
Premiums, discounts and deferred financing costs, net	(27.4)		(23.5)		(14.3)		(7.9)		(73.1)
Total debt	$	4,632.3	$	2,619.1	$	442.2	$	213.1	$	7,906.7
Current portion	$	296.3	$	41.6	$	6.5	$	213.1	$	557.5
Noncurrent portion	$	4,336.0	$	2,577.5	$	435.7	$	—	$	7,349.2

(a)Represents the amount held by Liberty Latin America on a standalone basis plus the aggregate amount held by subsidiaries of Liberty Latin America that are outside our borrowing groups.

(9) Operating Leases

The following table provides details of our operating lease expense:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions
Operating lease expense:
Operating lease cost	$	34.8	$	29.4	$	100.2	$	85.3
Short-term lease cost	7.0		5.9		21.8		17.9
Total operating lease expense	$	41.8	$	35.3	$	122.0	$	103.2

Our operating lease expense is included in facility, provision, franchise and other expense, in other operating costs and expenses, in our condensed consolidated statements of operations.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Certain other details of our operating leases are set forth in the tables below:


	September 30, 2023		December 31, 2022
	in millions

Operating lease right-of-use assets (a)	$	482.3	$	550.8
Operating lease liabilities:
Current	$	83.4	$	76.7
Noncurrent	490.6		438.5
Total operating lease liabilities	$	574.0	$	515.2


Weighted-average remaining lease term	7.6 years		8.2 years

Weighted-average discount rate	7.7	%	7.5	%


	Nine months ended September 30,
	2023		2022
	in millions

Operating cash outflows related to operating leases	$	99.6	$	92.8
Right-of-use assets obtained in exchange for new operating lease liabilities (b)	$	38.1	$	171.7

(a)During the three and nine months ended September 30, 2023, we recorded impairment charges totaling $7 million and $50 million, respectively, associated with certain operating lease right-of-use assets, predominantly related to decommissioned tower leases at C&W Panama. These charges are included in impairment, restructuring and other, net, in our condensed consolidated statements of operations.

(b)Represents non-cash transactions associated with operating leases entered into during the nine months ended September 30, 2023 and 2022, respectively.

Maturities of Operating Leases

Maturities of our operating lease liabilities as of September 30, 2023 are presented below. Amounts presented below represent U.S. dollar equivalents (in millions) based on September 30, 2023 exchange rates.


Years ending December 31:
2023 (remainder of year)	$	31.8
2024	119.2
2025	110.8
2026	100.1
2027	85.7
2028	77.5
Thereafter	254.0
Total operating lease liabilities on an undiscounted basis	779.1
Present value discount	(205.1)
Present value of operating lease liabilities	$	574.0

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

(10) Unfulfilled Performance Obligations

We enter into certain long-term capacity contracts with customers where the customer either pays a fixed fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time. We assess whether prepaid capacity contracts contain a significant financing component. If the financing component is significant, interest expense is accreted over the life of the contract using the effective interest method. The revenue associated with prepaid capacity contracts is deferred and generally recognized on a straight-line basis over the life of the contract. As of September 30, 2023, we have approximately $285 million of unfulfilled performance obligations relating to our long-term capacity contracts, primarily subsea contracts, that generally will be recognized as revenue over an average remaining life of five years.

(11) Programming and Other Direct Costs of Services

Our programming and other direct costs of services by major category are set forth below:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Programming and copyright	$	60.2	$	91.6	$	180.3	$	302.1
Interconnect	77.5		88.6		227.5		262.7
Equipment and other (a)	121.4		118.9		332.4		338.5
Total programming and other direct costs of services	$	259.1	$	299.1	$	740.2	$	903.3

(a)Includes amounts related to cost of goods sold from equipment sales of $75 million and $88 million for the three months ended September 30, 2023 and 2022, respectively, and $231 million and $258 million for the nine months ended September 30, 2023 and 2022, respectively.

(12) Other Operating Costs and Expenses

Other operating costs and expenses set forth in the table below comprise the following cost categories:

•Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;

•Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;

•Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;

•Commercial, which primarily includes sales and marketing costs, such as advertising, commissions and other sales and marketing-related costs, and customer care costs related to outsourced call centers;

•Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, operating lease rent expense, franchise-related fees, bank fees, insurance, vehicle-related, travel and entertainment and other operating-related costs; and

•Share-based compensation expense that relates to (i) equity awards issued to our employees and Directors and (ii) certain bonus-related expenses that are paid in the form of equity.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Our other operating costs and expenses by major category are set forth below:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Personnel and contract labor	$	130.8	$	155.3	$	418.1	$	453.6
Network-related	65.2		88.6		193.6		250.1
Service-related	52.3		52.8		162.6		158.6
Commercial	47.1		58.9		136.2		182.5
Facility, provision, franchise and other	142.9		152.3		427.1		394.0
Share-based compensation expense	24.1		20.8		77.8		82.6
Total other operating costs and expenses	$	462.4	$	528.7	$	1,415.4	$	1,521.4

(13) Income Taxes

We evaluate and update our estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. For interim tax reporting, we estimate an annual effective tax rate that is applied to year-to-date ordinary income or loss. The tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

Our interim estimate of our annual effective tax rate and our interim tax provision are subject to volatility due to factors such as jurisdictions in which our deferred taxes and/or tax attributes are subject to a full valuation allowance, relative changes in unrecognized tax benefits and changes in tax laws. Based upon the mix and timing of our actual annual earnings or loss compared to annual projections, as well as changes in the factors noted above, our effective tax rate may vary quarterly and may make quarterly comparisons not meaningful.

Income tax expense was $10 million and $39 million during the three months ended September 30, 2023 and 2022, respectively, and $52 million and $101 million during the nine months ended September 30, 2023 and 2022, respectively. This represents an effective income tax rate of (17.8)% and (32.1%) for the three months ended September 30, 2023 and 2022, respectively, and (108.6)% and 42.1% for the nine months ended September 30, 2023 and 2022, respectively, including items treated discretely.

For the three and nine months ended September 30, 2023, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of net increases in valuation allowances, negative effects of permanent tax differences, such as non-deductible expenses and inclusion of withholding taxes on cross-border payments. These negative impacts to our effective tax rate were partially offset by the beneficial effects of international rate differences and permanent tax differences, such as non-taxable income.

For the three and nine months ended September 30, 2022, the income tax expense attributable to our earnings (loss) before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of non-deductible goodwill impairment, negative effects of permanent tax differences, such as non-deductible expenses, tax effect of the enactment of a Barbados Pandemic Contribution Levy, and inclusion of withholding taxes on cross-border payments. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent tax differences, such as non-taxable income and net decreases in valuation allowances. Additionally, for the three months ended September 30, 2022, income tax expense reflects the detrimental effects of international rate differences and for the nine months ended September 30, 2022, income tax expense reflects the beneficial effects of international rate differences.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

(14) Earnings or Loss Per Share

Basic EPS is computed by dividing net earnings or loss attributable to Liberty Latin America shareholders by the weighted average number of Liberty Latin America Shares outstanding during the periods presented, as further described below. Diluted EPS presents the dilutive effect, if any, on a per share basis of dilutive securities as if they had been exercised, vested or converted at the beginning of the periods presented.

The details of the calculations of our basic and diluted EPS are set forth below:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions, except per share amounts
Numerator:
Basic EPS computation:
Net earnings (loss) attributable to Liberty Latin America shareholders - basic	$	59.7	$	75.7	$	29.2	$	(309.3)
Diluted EPS computation:
Add back: interest expense, amortization of deferred financing costs and discounts, and net loss on debt extinguishment associated with Convertible Notes (if-converted method)	—		6.3		—		—
Net earnings (loss) attributable to Liberty Latin America shareholders - diluted	$	59.7	$	82.0	$	29.2	$	(309.3)

Denominator:
Basic EPS computation:
Weighted average shares - basic (a)	207.2		220.2		211.7		224.4
Diluted EPS computation:
Incremental shares attributable to the release of SARs, PSUs and RSUs upon vesting, the LTVP and the ESPP (treasury stock method)	1.4		0.9		1.1		—
Number of shares issuable under our Convertible Notes (if-converted method) (b)	—		19.5		—		—
Weighted average shares - diluted (c)	208.6		240.6		212.8		224.4

Basic and diluted net earnings (loss) per share attributable to Liberty Latin America shareholders	$	0.29	$	0.34	$	0.14	$	(1.38)

(a)We reported a net loss attributable to Liberty Latin America shareholders during the nine months ended September 30, 2022. As a result, the potentially dilutive effect at September 30, 2022 of the following items was not included in the computation of diluted EPS for such period because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs and PSARs, because such awards had not yet met the applicable performance criteria (in millions):




Aggregate number of shares issuable pursuant to:
Outstanding options, SARs and RSUs									35.8
Outstanding PSUs and PSARs									8.7


Aggregate number of shares potentially issuable under our Convertible Notes (if-converted method)									19.5

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

(b)With regards to the aggregate number of shares potentially issuable under our Convertible Notes, the Capped Calls provide an economic hedge to reduce or offset potential dilution to our Class C common shares upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of such converted notes, as the case may be, with such reduction and/or offset subject to a cap.

(c)We reported net earnings attributable to Liberty Latin America shareholders during the three and nine months ended September 30, 2023 and the three months ended September 30, 2022. The following table sets forth items that have been excluded from our computation of diluted EPS because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs and PSARs, because such awards had not yet met the applicable performance criteria:


	Three months ended September 30,		Nine months ended September 30,
	2023	2022	2023
	in millions
Aggregate number of shares issuable pursuant to:
Outstanding options, SARs and RSUs	32.0	35.1	32.8
Outstanding PSUs and PSARs	8.8	8.5	8.8

ESPP	0.1	—	0.1
Aggregate number of shares potentially issuable under our Convertible Notes (if-converted method)	10.7	—	10.7

(15) Equity

Share Repurchase Program

On May 8, 2023, our Directors approved an additional $200 million for the repurchase of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2025 through open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.

During the nine months ended September 30, 2023, we repurchased 2.6 million and 11.0 million Class A and Class C common shares, respectively. During the nine months ended September 30, 2022, we repurchased 2.7 million and 14.3 million Class A and Class C common shares, respectively. At September 30, 2023, the remaining amount authorized for share repurchases under the Share Repurchase Program was $146 million.

Pension Buy-in

In May 2023, the CWSF completed an additional buy-in bulk annuity, resulting in 100% of the plan’s liabilities being covered by insurance annuity policies. The buy-in resulted in the remeasurement of $75 million from net pension assets to accumulated other comprehensive income during the second quarter of 2023, which represents the loss associated with the difference between the projected benefit obligations and the cost of the bulk annuity policy.

(16) Commitments and Contingencies

Guarantees and Other Credit Enhancements

In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Regulatory Issues

We have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming and copyright fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.

(17) Segment Reporting

Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet, fixed-line telephony and mobile services. Our corporate category includes our corporate operations, which derive revenue from mobile handset insurance services. We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA or total assets.

As of September 30, 2023, unless otherwise specified below, our reportable segments are as follows:

•C&W Caribbean;

•C&W Panama;

•Liberty Networks;

•Liberty Puerto Rico;

•Liberty Costa Rica; and

•VTR (through September 30, 2022).

Performance Measures of our Reportable Segments

We evaluate performance and make decisions about allocating resources to our reportable segments based on financial measures, such as revenue and Adjusted OIBDA. In addition, we review non-financial measures, such as subscriber growth. We account for intersegment sales as if they were to third parties, or at current market prices.

Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of incentive compensation plans. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. A reconciliation of total Adjusted OIBDA to operating income or loss and to earnings or loss before income taxes is presented below.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

The amounts presented below represent 100% of the revenue and Adjusted OIBDA of each of our reportable segments and our corporate operations. As we have the ability to control certain subsidiaries that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of (a) C&W and (b) Liberty Puerto Rico, and (ii) Liberty Costa Rica are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations. Subsequent to the formation of the Chile JV during October 2022, VTR is no longer consolidated.


	Revenue
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

C&W Caribbean	$	360.5	$	359.1	$	1,070.6	$	1,069.5
C&W Panama	190.4		172.5		536.5		441.3
Liberty Networks	112.5		102.8		339.8		326.8
Liberty Puerto Rico	351.2		365.7		1,064.2		1,091.4
Liberty Costa Rica	134.6		109.2		399.0		324.6
VTR	—		129.8		—		450.6
Corporate	6.5		5.4		18.5		16.5
Intersegment eliminations	(29.9)		(23.7)		(81.1)		(71.3)
Total	$	1,125.8	$	1,220.8	$	3,347.5	$	3,649.4


	Adjusted OIBDA
	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

C&W Caribbean	$	150.4	$	132.7	$	436.9	$	397.1
C&W Panama	58.5		46.7		161.0		131.6
Liberty Networks	64.2		58.9		200.0		196.6
Liberty Puerto Rico	116.4		130.3		381.6		413.2
Liberty Costa Rica	49.9		32.8		145.2		98.6
VTR	—		31.2		—		115.6
Corporate	(11.0)		(18.8)		(55.0)		(45.4)

Total	$	428.4	$	413.8	$	1,269.7	$	1,307.3

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

The following table provides a reconciliation of total Adjusted OIBDA to operating income (loss) and to earnings (loss) before income taxes:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Total Adjusted OIBDA	$	428.4	$	413.8	$	1,269.7	$	1,307.3
Share-based compensation expense	(24.1)		(20.8)		(77.8)		(82.6)
Depreciation and amortization	(230.5)		(234.3)		(705.6)		(661.7)
Impairment, restructuring and other operating items, net	(11.1)		(7.0)		(81.6)		(583.4)
Operating income (loss)	162.7		151.7		404.7		(20.4)
Interest expense	(152.3)		(149.2)		(448.0)		(415.8)
Realized and unrealized gains on derivative instruments, net	47.5		135.4		52.8		385.0
Foreign currency transaction gains (losses), net	3.7		(56.5)		46.2		(221.9)
Gains (losses) on debt extinguishments, net	0.3		41.1		(3.9)		41.1
Other expense, net	(3.6)		(1.8)		(4.0)		(7.0)
Earnings (loss) before income taxes	$	58.3	$	120.7	$	47.8	$	(239.0)

Property and Equipment Additions of our Reportable Segments

The property and equipment additions of our reportable segments and corporate operations (including capital additions financed under vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditures, net, amounts included in our condensed consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing, see note 7.


	Nine months ended September 30,
	2023		2022
	in millions

C&W Caribbean	$	173.8	$	151.4
C&W Panama	82.8		71.6
Liberty Networks	37.1		32.0
Liberty Puerto Rico	158.4		154.8
Liberty Costa Rica	46.2		45.7
VTR	—		107.3
Corporate	26.0		28.3
Total property and equipment additions	524.3		591.1
Assets acquired under capital-related vendor financing arrangements	(117.7)		(114.2)

Changes in current liabilities related to capital expenditures and other	16.3		17.2
Total capital expenditures, net	$	422.9	$	494.1

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Revenue by Major Category

Our revenue by major category for our reportable segments is set forth in the tables below and includes the following categories:

•residential fixed subscription and residential mobile services revenue, which includes amounts received from subscribers for ongoing fixed and airtime services, respectively;

•residential fixed non-subscription revenue, which primarily includes interconnect and advertising revenue; and

•B2B revenue, which comprises (i) enterprise revenue that primarily includes broadband internet, video, fixed-line telephony, mobile and managed services (including equipment installation contracts) offered to small (including small or home office), medium and large enterprises and other telecommunication operators; and (ii) wholesale revenue, which includes long-term capacity contracts with customers where the customer either pays a fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time.


	Three months ended September 30, 2023
	C&W Caribbean		C&W Panama		Liberty Networks		Liberty Puerto Rico		Liberty Costa Rica		Corporate		Intersegment Eliminations		Total
	in millions
Residential revenue:
Residential fixed revenue:



Subscription revenue	$	122.6	$	29.6	$	—	$	120.5	$	37.9	$	—	$	—	$	310.6
Non-subscription revenue	6.5		1.4		—		7.7		4.0		—		(1.8)		17.8
Total residential fixed revenue	129.1		31.0		—		128.2		41.9		—		(1.8)		328.4
Residential mobile revenue:
Service revenue	83.9		66.0		—		99.3		60.7		—		—		309.9
Interconnect, inbound roaming, equipment sales and other (a)	18.4		13.6		—		58.8		19.3		5.6		—		115.7
Total residential mobile revenue	102.3		79.6		—		158.1		80.0		5.6		—		425.6
Total residential revenue	231.4		110.6		—		286.3		121.9		5.6		(1.8)		754.0



B2B revenue (b)	129.1		79.8		112.5		56.8		12.7		0.9		(28.1)		363.7
Other revenue	—		—		—		8.1		—		—		—		8.1
Total	$	360.5	$	190.4	$	112.5	$	351.2	$	134.6	$	6.5	$	(29.9)	$	1,125.8

(a)The total amount includes $60 million of revenue from sales of mobile handsets and other devices to residential mobile customers.

(b)The total amount includes $5 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)


	Three months ended September 30, 2022
	C&W Caribbean		C&W Panama		Liberty Networks		Liberty Puerto Rico		Liberty Costa Rica		VTR		Corporate		Intersegment Eliminations		Total
	in millions
Residential revenue:
Residential fixed revenue:



Subscription revenue	$	122.2	$	27.3	$	—	$	111.7	$	33.8	$	112.7	$	—	$	—	$	407.7
Non-subscription revenue	7.6		1.7		—		5.0		1.0		2.4		—		—		17.7
Total residential fixed revenue	129.8		29.0		—		116.7		34.8		115.1		—		—		425.4
Residential mobile revenue:
Service revenue	78.8		65.8		—		111.0		48.0		7.8		—		—		311.4
Interconnect, inbound roaming, equipment sales and other (a)	17.3		14.4		—		64.1		16.4		0.8		5.4		—		118.4
Total residential mobile revenue	96.1		80.2		—		175.1		64.4		8.6		5.4		—		429.8
Total residential revenue	225.9		109.2		—		291.8		99.2		123.7		5.4		—		855.2



B2B revenue (b)	133.2		63.3		102.8		53.0		10.0		6.1		—		(23.7)		344.7
Other revenue	—		—		—		20.9		—		—		—		—		20.9
Total	$	359.1	$	172.5	$	102.8	$	365.7	$	109.2	$	129.8	$	5.4	$	(23.7)	$	1,220.8

(a)The total amount includes $60 million of revenue from sales of mobile handsets and other devices to residential mobile customers.

(b)The total amount includes $7 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)


	Nine months ended September 30, 2023
	C&W Caribbean		C&W Panama		Liberty Networks		Liberty Puerto Rico		Liberty Costa Rica		Corporate		Intersegment Eliminations		Total
	in millions
Residential revenue:
Residential fixed revenue:



Subscription revenue	$	363.9	$	86.6	$	—	$	358.6	$	115.1	$	—	$	—	$	924.2
Non-subscription revenue	21.2		4.2		—		19.4		9.1		—		(1.8)		52.1
Total residential fixed revenue	385.1		90.8		—		378.0		124.2		—		(1.8)		976.3
Residential mobile revenue:
Service revenue	245.3		196.8		—		302.2		178.8		—		—		923.1
Interconnect, inbound roaming, equipment sales and other (a)	57.7		40.5		—		183.9		56.4		17.6		—		356.1
Total residential mobile revenue	303.0		237.3		—		486.1		235.2		17.6		—		1,279.2
Total residential revenue	688.1		328.1		—		864.1		359.4		17.6		(1.8)		2,255.5



B2B revenue (b)	382.5		208.4		339.8		168.7		39.6		0.9		(79.3)		1,060.6
Other revenue	—		—		—		31.4		—		—		—		31.4
Total	$	1,070.6	$	536.5	$	339.8	$	1,064.2	$	399.0	$	18.5	$	(81.1)	$	3,347.5

(a)The total amount includes $186 million of revenue from sales of mobile handsets and other devices to residential mobile customers.

(b)The total amount includes $22 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)


	Nine months ended September 30, 2022
	C&W Caribbean		C&W Panama		Liberty Networks		Liberty Puerto Rico		Liberty Costa Rica		VTR		Corporate		Intersegment Eliminations		Total
	in millions
Residential revenue:
Residential fixed revenue:



Subscription revenue	$	363.5	$	75.1	$	—	$	343.0	$	101.9	$	392.3	$	—	$	—	$	1,275.8
Non-subscription revenue	25.2		5.7		—		16.0		2.6		8.9		—		—		58.4
Total residential fixed revenue	388.7		80.8		—		359.0		104.5		401.2		—		—		1,334.2
Residential mobile revenue:
Service revenue	232.9		152.7		—		338.5		142.8		25.8		—		—		892.7
Interconnect, inbound roaming, equipment sales and other (a)	48.1		35.9		—		188.2		48.5		2.9		16.5		—		340.1
Total residential mobile revenue	281.0		188.6		—		526.7		191.3		28.7		16.5		—		1,232.8
Total residential revenue	669.7		269.4		—		885.7		295.8		429.9		16.5		—		2,567.0



B2B revenue (b)	399.8		171.9		326.8		164.3		28.8		20.7		—		(71.3)		1,041.0
Other revenue	—		—		—		41.4		—		—		—		—		41.4
Total	$	1,069.5	$	441.3	$	326.8	$	1,091.4	$	324.6	$	450.6	$	16.5	$	(71.3)	$	3,649.4

(a)The total amount includes $176 million of revenue from sales of mobile handsets and other devices to residential mobile customers.

(b)The total amount includes $19 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2023

(unaudited)

Revenue by Geographic Market

The revenue from third-party customers for each of our geographic markets is set forth in the table below.


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Puerto Rico	$	340.0	$	352.8	$	1,031.0	$	1,052.6
Panama	189.6		171.6		534.3		439.0
Costa Rica	134.3		109.0		398.3		324.1
Jamaica	103.2		108.5		301.6		318.6
Networks & LatAm (a)	89.6		83.5		274.5		269.4
The Bahamas	48.9		48.4		143.6		144.5
Trinidad and Tobago	39.2		39.5		117.2		119.7
Barbados	39.5		37.3		117.5		110.6
Curacao	34.0		34.2		102.8		99.9
Chile	—		129.8		—		450.6
Other (b)	107.5		106.2		326.7		320.4
Total	$	1,125.8	$	1,220.8	$	3,347.5	$	3,649.4

(a)Amounts represent enterprise revenue and wholesale revenue from various jurisdictions across Latin America and the Caribbean related to the sale and lease of telecommunications capacity on Liberty Networks’ subsea and terrestrial fiber optic cable networks.

(b)Amounts primarily relate to a number of countries in which we have less significant operations, all of which are located in the Caribbean, and to a lesser extent, in Latin America.

(18) Subsequent Events

On November 5, 2023, we entered into an asset purchase agreement and a license purchase agreement with DISH Network (DISH) to acquire DISH spectrum assets in Puerto Rico and the United States Virgin Islands and approximately 120,000 prepaid mobile subscribers in those markets in exchange for cash and international roaming credits. The aggregate asset purchase price of $256 million will be paid in four annual installments commencing on the closing date. The transaction is subject to certain customary closing conditions, including regulatory approvals, and is expected to close next year.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

See the Glossary of defined terms at the beginning of this Quarterly Report on Form 10-Q.

The following discussion and analysis, which should be read in conjunction with our 2022 Form 10-K and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, is intended to assist in providing an understanding of our financial condition, changes in financial condition and results of operations and is organized as follows:

•Forward-looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.

•Overview. This section provides a general description of our business and recent events.

•Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and nine months ended September 30, 2023 and 2022.

•Material Changes in Financial Condition. This section provides an analysis of our liquidity, condensed consolidated statements of cash flows and contractual commitments.

Unless otherwise indicated, operational data (including subscriber statistics) is presented as of September 30, 2023.

Forward-looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly Report on Form 10-Q are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In particular, statements under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 3. Quantitative and Qualitative Disclosures About Market Risk and Item 4. Controls and Procedures may contain forward-looking statements, including statements regarding: our business, products, foreign currency and finance strategies; our property and equipment additions; grants or renewals of licenses; subscriber growth and retention rates; changes in competitive, regulatory and economic factors; our anticipated integration plans, synergies, opportunities and integration costs in Puerto Rico following the AT&T Acquisition, in Costa Rica following the Liberty Telecomunicaciones Acquisition and in Panama following the Claro Panama Acquisition; changes in our revenue, costs, or growth rates; debt levels; our liquidity and our ability to access the liquidity of our subsidiaries; interest rate risks; credit risks; internal control over financial reporting and remediation of material weaknesses; foreign currency risks; compliance with debt, financial and other covenants; our future projected sources and uses of cash; and other information and statements that are not historical fact. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described in Part I, Item 1A in our 2022 Form 10-K, the following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:

•economic and business conditions and industry trends in the countries in which we operate;

•the competitive environment in the industries in the countries in which we operate, including competitor responses to our products and services;

•fluctuations in currency exchange rates, inflation rates and interest rates;

•our relationships with third-party programming providers and broadcasters, some of which are also offering content directly to consumers, and our ability to maintain access to desirable programming on acceptable economic terms;

•our relationships with suppliers and licensors and the ability to maintain equipment, software and certain services;

•instability in global financial markets, including sovereign debt issues and related fiscal reforms;

•our ability to obtain additional financing and generate sufficient cash to meet our debt obligations;

•the impact of restrictions contained in certain of our subsidiaries’ debt instruments;

•consumer disposable income and spending levels, including the availability and amount of individual consumer debt;

•changes in consumer viewing preferences and habits, including on mobile devices that function on various operating systems and specifications, limited bandwidth, and different processing power and screen sizes;

•customer acceptance of our existing service offerings, including our video, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;

•our ability to manage rapid technological changes;

•the impact of 5G and wireless technologies on broadband internet;

•our ability to maintain or increase the number of subscriptions to our video, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household and mobile subscriber;

•our ability to provide satisfactory customer service, including support for new and evolving products and services;

•our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;

•the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;

•changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;

•government intervention that requires opening our broadband distribution networks to competitors;

•our ability to renew necessary regulatory licenses, concessions or other operating agreements and to otherwise acquire future spectrum or other licenses that we need to offer new mobile data or other technologies or services;

•our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;

•our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from and implement our business plan with respect to the businesses we have acquired or that we expect to acquire, such as with respect to the AT&T Acquisition, the Liberty Telecomunicaciones Acquisition, and the Claro Panama Acquisition;

•changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in other countries in which we operate and the results of any tax audits or tax disputes;

•changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks;

•the ability of suppliers and vendors, including third-party channel providers and broadcasters, to timely deliver quality products, equipment, software, services and access;

•the availability of attractive programming for our video services and the costs associated with such programming, including retransmission and copyright fees payable to public and private broadcasters;

•uncertainties inherent in the development and integration of new business lines and business strategies;

•our ability to adequately forecast and plan future network requirements, including the costs and benefits associated with our network extension and upgrade programs;

•the availability of capital for the acquisition and/or development of telecommunications networks and services, including property and equipment additions;

•problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire, such as with respect to the AT&T Acquired Entities, the Liberty Telecomunicaciones Acquisition and the Claro Panama Acquisition;

•our ability to profit from investments in joint ventures that we do not solely control;

•the effect of any of the identified material weaknesses in our internal control over financial reporting;

•piracy, targeted vandalism against our networks, and cybersecurity threats or other security breaches, including the leakage of sensitive customer data, which could harm our business or reputation;

•the outcome of any pending or threatened litigation;

•the loss of key employees and the availability of qualified personnel;

•the effect of any strikes, work stoppages or other industrial actions that could affect our operations;

•changes in the nature of key strategic relationships with partners and joint venturers;

•our equity capital structure;

•our ability to realize the full value of our intangible assets;

•changes in and compliance with applicable data privacy laws, rules, and regulations;

•our ability to recoup insurance reimbursements and settlements from third-party providers;

•our ability to comply with anti-corruption laws and regulations, such as the FCPA;

•our ability to comply with economic and trade sanctions laws, such as the U.S. Treasury Department’s OFAC;

•the impacts of climate change such as rising sea levels or increasing frequency and intensity of certain weather phenomena; and

•events that are outside of our control, such as political conditions and unrest in international markets, terrorist attacks, malicious human acts, hurricanes and other natural disasters, pandemics, including the COVID-19 pandemic, and other similar events.

The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent in this Quarterly Report on Form 10-Q are subject to a significant degree of risk. These forward-looking statements and the above described risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.

Overview

General

We are an international provider of fixed, mobile and subsea telecommunications services. We provide,

A.residential and B2B services in:

i.over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and C&W Panama;

ii.Puerto Rico and the USVI, through our reportable segment Liberty Puerto Rico; and

iii.Costa Rica, through our reportable segment Liberty Costa Rica.

At September 30, 2023, we (i) owned and operated fixed networks that passed 4,524,400 homes and served 3,898,000 RGUs, comprising 1,785,500 broadband internet subscribers, 1,178,800 fixed-line telephony subscribers and 933,700 video subscribers and (ii) served 8,033,000 mobile subscribers.

Transactions

Chile JV. In October 2022, we completed the formation of the Chile JV by contributing the Chile JV Entities into the Chile JV. Subsequent to the formation of the Chile JV, we began accounting for our 50% interest in the Chile JV as an equity method investment. Prior to the formation of the Chile JV, VTR was a wholly owned subsidiary. As such, our condensed consolidated statements of operations and cash flows for the 2022 periods include VTR.

Material Changes in Results of Operations

The comparability of our operating results during the three and nine months ended September 30, 2023 and 2022 is affected by a disposition, FX and, for the nine-month comparison, an acquisition. As we use the term, “organic” changes exclude FX and the impacts of acquisitions and disposals, each as further discussed below.

In the following discussion, we quantify the estimated impacts on the operating results of the periods under comparison that are attributable to acquisitions and disposals. We (i) acquired América Móvil’s operations in Panama during July 2022 and (ii) in connection with the formation of the Chile JV, disposed of the Chile JV Entities in October 2022. With respect to acquisitions, organic changes and the calculations of our organic change percentages exclude the operating results of an acquired entity during the first 12 months following the date of acquisition. With respect to disposals, the prior-year operating results of disposed entities are excluded from organic changes and the calculations of our organic change percentages to the same extent that those operations are not included in the current year.

Changes in foreign currency exchange rates may have a significant impact on our operating results, as Liberty Costa Rica and certain entities within C&W have functional currencies other than the U.S. dollar. The impacts to the various components of our results of operations that are attributable to changes in FX are highlighted below. For information concerning our foreign currency risks and applicable foreign currency exchange rates, see Item 3. Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Rates below.

The amounts presented and discussed below represent 100% of the revenue and expenses of each segment and our corporate operations. As we have the ability to control certain subsidiaries that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of C&W and Liberty Puerto Rico, and (ii) Liberty Costa Rica are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.

On January 1, 2023, the B2B Costa Rican operations within our Liberty Networks segment was sold to our Liberty Costa Rica segment. This sale did not have a significant impact on the financial results of our Liberty Networks or Liberty Costa Rica segments.

We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our reportable segments. Any cost increases that we are not able to pass on to our subscribers would result in increased pressure on our operating margins.

Operating Income or Loss

The following tables set forth the organic and non-organic changes in the components of operating income or loss during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022.


	Three months ended September 30,						Increase (decrease) from:
					Increase (decrease)						A disposition
	2023		2022				FX						Organic
	in millions

Revenue	$	1,125.8	$	1,220.8	$	(95.0)	$	24.3	$	24.3	$	(129.8)		$	10.5
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services	259.1		299.1		(40.0)		5.3				(38.6)			(6.7)
Other operating costs and expenses	462.4		528.7		(66.3)		10.7				(60.2)			(16.8)
Depreciation and amortization	230.5		234.3		(3.8)		4.1				—			(7.9)
Impairment, restructuring and other operating items, net	11.1		7.0		4.1		(0.8)				(1.2)			6.1
	963.1		1,069.1		(106.0)		19.3				(100.0)			(25.3)
Operating income	$	162.7	$	151.7	$	11.0	$	5.0			$	(29.8)		$	35.8


	Nine months ended September 30,						Increase (decrease) from:
					Increase (decrease)				An acquisition		A disposition
	2023		2022				FX						Organic
	in millions

Revenue	$	3,347.5	$	3,649.4	$	(301.9)	$	63.3	$	69.6	$	(450.6)	$	15.8
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services	740.2		903.3		(163.1)		13.5		17.8		(138.6)		(55.8)
Other operating costs and expenses	1,415.4		1,521.4		(106.0)		26.2		50.2		(204.0)		21.6
Depreciation and amortization	705.6		661.7		43.9		11.7		17.0		—		15.2
Impairment, restructuring and other operating items, net	81.6		583.4		(501.8)		0.2		—		(4.8)		(497.2)
	2,942.8		3,669.8		(727.0)		51.6		85.0		(347.4)		(516.2)
Operating income (loss)	$	404.7	$	(20.4)	$	425.1	$	11.7	$	(15.4)	$	(103.2)	$	532.0

The changes to our operating income (loss) for the three and nine months ended September 30, 2023, as compared to the corresponding periods during 2022, as reflected in the tables above, are primarily due to (i) for the nine-month comparison, decreases associated with impairment, restructuring and other operating items, net, (ii) the disposition of the Chile JV Entities and (iii) organic changes. For further discussion and analysis of organic changes in revenue and costs, see Revenue, Programming and Other Direct Costs of Services, and Other Operating Costs sections below.

Consolidated Adjusted OIBDA

On a consolidated basis, Adjusted OIBDA is a non-U.S. GAAP measure. Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to determine how to allocate resources to segments. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. We believe our Adjusted OIBDA measure is useful to investors because it is one of the bases for comparing our performance with the performance of other companies in the same or similar industries, although our measures may not be directly comparable to similar measures used by other public companies. Adjusted OIBDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income or loss.

A reconciliation of total operating income (loss), the nearest U.S. GAAP measure, to Adjusted OIBDA on a consolidated basis, is presented below.


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Operating income (loss)	$	162.7	$	151.7	$	404.7	$	(20.4)
Share-based compensation expense	24.1		20.8		77.8		82.6
Depreciation and amortization	230.5		234.3		705.6		661.7
Impairment, restructuring and other operating items, net	11.1		7.0		81.6		583.4
Consolidated Adjusted OIBDA	$	428.4	$	413.8	$	1,269.7	$	1,307.3

The following tables set forth the organic and non-organic changes in Adjusted OIBDA during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022:


	C&W Caribbean		C&W Panama		Liberty Networks		Liberty Puerto Rico		Liberty Costa Rica		VTR		Corporate		Intersegment eliminations		Consolidated
	in millions
Adjusted OIBDA for the three months ending:
September 30, 2022	$	132.7	$	46.7	$	58.9	$	130.3	$	32.8	$	31.2	$	(18.8)	$	—	$	413.8
Organic changes related to:
Revenue	2.7		17.9		8.2		(14.5)		1.1		—		1.1		(6.0)		10.5
Programming and other direct costs	12.2		(15.4)		(1.2)		7.8		2.3		—		—		1.0		6.7
Other operating costs and expenses	3.4		9.3		(2.1)		(7.2)		5.0		—		6.7		5.0		20.1
Non-organic changes related to:
FX	(0.6)		—		0.4		—		8.7		—		—		—		8.5
A disposition	—		—		—		—		—		(31.2)		—		—		(31.2)
September 30, 2023	$	150.4	$	58.5	$	64.2	$	116.4	$	49.9	$	—	$	(11.0)	$	—	$	428.4


	C&W Caribbean		C&W Panama		Liberty Networks		Liberty Puerto Rico		Liberty Costa Rica		VTR		Corporate		Intersegment eliminations		Consolidated
	in millions
Adjusted OIBDA for the nine months ending:
September 30, 2022	$	397.1	$	131.6	$	196.6	$	413.2	$	98.6	$	115.6	$	(45.4)	$	—	$	1,307.3
Organic changes related to:
Revenue	0.4		25.6		17.2		(27.2)		7.4		—		2.0		(9.6)		15.8
Programming and other direct costs	41.8		(16.5)		(5.3)		27.4		8.3		—		—		0.1		55.8
Other operating costs and expenses	(2.6)		18.7		(8.0)		(31.8)		6.7		—		(11.6)		9.5		(19.1)
Non-organic changes related to:
FX	0.2		—		(0.5)		—		24.2		—		—		—		23.9
Acquisition (disposition), net	—		1.6		—		—		—		(115.6)		—		—		(114.0)
September 30, 2023	$	436.9	$	161.0	$	200.0	$	381.6	$	145.2	$	—	$	(55.0)	$	—	$	1,269.7

Adjusted OIBDA Margin

The following table sets forth the Adjusted OIBDA Margin of each of our reportable segments:


	Three months ended September 30,		Nine months ended September 30,
	2023	2022	2023	2022
	%

C&W Caribbean	41.7	37.0	40.8	37.1
C&W Panama	30.7	27.1	30.0	29.8
Liberty Networks	57.1	57.3	58.9	60.2
Liberty Puerto Rico	33.1	35.6	35.9	37.9
Liberty Costa Rica	37.1	30.0	36.4	30.4

Adjusted OIBDA Margin is impacted by organic changes in revenue, programming and other direct costs of services and other operating costs and expenses. Within our Liberty Puerto Rico, Liberty Costa Rica, and for the 2022 periods, C&W Panama segments, we incurred aggregate integration costs of $3 million and $13 million during the three and nine months ended September 30, 2023, respectively, and $8 million and $19 million during the three and nine months ended September 30, 2022, respectively.

Revenue

Most of our segments derive their revenue primarily from (i) residential fixed services, including video, broadband internet and fixed-line telephony, (ii) mobile services and (iii) B2B enterprise services. Liberty Networks also provides wholesale services over its subsea and terrestrial fiber optic cable networks.

While not specifically discussed in the below explanations of the changes in revenue, we are experiencing significant competition in all of our markets. This competition has an adverse impact on our ability to increase or maintain our RGUs and/or ARPU.

Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of RGUs or mobile subscribers during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (i) changes in prices, (ii) changes in bundling or promotional discounts, (iii) changes in the tier of services selected, (iv) variances in subscriber usage patterns and (v) the overall mix of fixed and mobile products during the period. In the following discussion, we discuss ARPU changes in terms of the net impact of the above factors on the ARPU that is derived from our video, broadband internet, fixed-line telephony and mobile products.

The following tables set forth the organic and non-organic changes in revenue by reportable segment during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022.


	Three months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		A disposition		Organic
	in millions

C&W Caribbean	$	360.5	$	359.1	$	1.4	$	(1.3)	$	—	$	2.7
C&W Panama	190.4		172.5		17.9		—		—		17.9
Liberty Networks	112.5		102.8		9.7		1.5		—		8.2
Liberty Puerto Rico	351.2		365.7		(14.5)		—		—		(14.5)
Liberty Costa Rica	134.6		109.2		25.4		24.3		—		1.1
VTR	—		129.8		(129.8)		—		(129.8)		—
Corporate	6.5		5.4		1.1		—		—		1.1
Intersegment eliminations	(29.9)		(23.7)		(6.2)		(0.2)		—		(6.0)
Total	$	1,125.8	$	1,220.8	$	(95.0)	$	24.3	$	(129.8)	$	10.5


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		Acquisition (disposition), net		Organic
	in millions

C&W Caribbean	$	1,070.6	$	1,069.5	$	1.1	$	0.7	$	—	$	0.4
C&W Panama	536.5		441.3		95.2		—		69.6		25.6
Liberty Networks	339.8		326.8		13.0		(4.2)		—		17.2
Liberty Puerto Rico	1,064.2		1,091.4		(27.2)		—		—		(27.2)
Liberty Costa Rica	399.0		324.6		74.4		67.0		—		7.4
VTR	—		450.6		(450.6)		—		(450.6)		—
Corporate	18.5		16.5		2.0		—		—		2.0
Intersegment eliminations	(81.1)		(71.3)		(9.8)		(0.2)		—		(9.6)
Total	$	3,347.5	$	3,649.4	$	(301.9)	$	63.3	$	(381.0)	$	15.8

C&W Caribbean. C&W Caribbean’s revenue by major category is set forth below:


	Three months ended September 30,				Increase (decrease)
	2023		2022		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:



Subscription revenue	$	122.6	$	122.2	$	0.4	—
Non-subscription revenue	6.5		7.6		(1.1)		(14)
Total residential fixed revenue	129.1		129.8		(0.7)		(1)
Residential mobile revenue:
Service revenue	83.9		78.8		5.1		6
Interconnect, inbound roaming, equipment sales and other	18.4		17.3		1.1		6
Total residential mobile revenue	102.3		96.1		6.2		6
Total residential revenue	231.4		225.9		5.5		2

B2B revenue	129.1		133.2		(4.1)		(3)


Total	$	360.5	$	359.1	$	1.4	—


	Nine months ended September 30,				Increase (decrease)
	2023		2022		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:



Subscription revenue	$	363.9	$	363.5	$	0.4	—
Non-subscription revenue	21.2		25.2		(4.0)		(16)
Total residential fixed revenue	385.1		388.7		(3.6)		(1)
Residential mobile revenue:
Service revenue	245.3		232.9		12.4		5
Interconnect, inbound roaming, equipment sales and other	57.7		48.1		9.6		20
Total residential mobile revenue	303.0		281.0		22.0		8
Total residential revenue	688.1		669.7		18.4		3

B2B revenue	382.5		399.8		(17.3)		(4)


Total	$	1,070.6	$	1,069.5	$	1.1	—

The details of the changes in C&W Caribbean’s revenue during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022, are set forth below (in millions):


	Three-month comparison		Nine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	1.6	$	2.8
ARPU (b)	(0.7)		(2.6)
Decrease in residential fixed non-subscription revenue (c)	(1.1)		(4.1)
Total decrease in residential fixed revenue	(0.2)		(3.9)
Increase in residential mobile service revenue (d)	5.4		12.3
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (e)	1.1		9.6
Decrease in B2B revenue (f)	(3.6)		(17.6)

Total organic increase	2.7		0.4
Impact of FX	(1.3)		0.7
Total	$	1.4	$	1.1

(a)The increases are primarily due to higher average broadband internet RGUs partially offset by lower average video RGUs.

(b)The decreases are primarily due to the net impact of (i) lower ARPU from fixed-line telephony services, due in part to fixed-mobile convergence efforts, and (ii) higher ARPU from broadband internet and video services.

(c)The decreases are partially attributable to lower interconnect revenue. The decrease during the nine-month comparison also includes the impact from the removal of certain programming rights during the second quarter of 2022, which were partially offset by the addition of new programming rights during the third quarter of 2023.

(d)The increases are primarily attributable to (i) higher average numbers of postpaid mobile subscribers, mostly due to growth from fixed-mobile convergence efforts, and (ii) increases in prepaid ARPU resulting from price increases implemented during the first quarter of 2023.

(e)The increases are primarily attributable to an increase in inbound roaming driven by higher volumes of traffic.

(f)The decreases are attributable to the net effect of (i) the discontinuation of a non-core transit services arrangement at C&W Jamaica, which decrease will continue for the remainder of 2023, and (ii) higher fixed and managed services, primarily due to broadband internet services-related growth.

C&W Panama. C&W Panama’s revenue by major category is set forth below:


	Three months ended September 30,				Increase (decrease)
	2023		2022		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:




Subscription revenue	$	29.6	$	27.3	$	2.3	8
Non-subscription revenue	1.4		1.7		(0.3)		(18)
Total residential fixed revenue	31.0		29.0		2.0		7
Residential mobile revenue:
Service revenue	66.0		65.8		0.2		—
Interconnect, inbound roaming, equipment sales and other	13.6		14.4		(0.8)		(6)
Total residential mobile revenue	79.6		80.2		(0.6)		(1)
Total residential revenue	110.6		109.2		1.4		1

B2B revenue	79.8		63.3		16.5		26
Total	$	190.4	$	172.5	$	17.9	10


	Nine months ended September 30,				Increase (decrease)
	2023		2022		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:




Subscription revenue	$	86.6	$	75.1	$	11.5	15
Non-subscription revenue	4.2		5.7		(1.5)		(26)
Total residential fixed revenue	90.8		80.8		10.0		12
Residential mobile revenue:
Service revenue	196.8		152.7		44.1		29
Interconnect, inbound roaming, equipment sales and other	40.5		35.9		4.6		13
Total residential mobile revenue	237.3		188.6		48.7		26
Total residential revenue	328.1		269.4		58.7		22

B2B revenue	208.4		171.9		36.5		21
Total	$	536.5	$	441.3	$	95.2	22

The details of the changes in C&W Panama’s revenue during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022, are set forth below (in millions):


	Three-month comparison		Nine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	3.6	$	8.1
ARPU	(1.3)		(1.3)
Decrease in residential fixed non-subscription revenue	(0.3)		(1.8)
Total increase in residential fixed revenue	2.0		5.0
Increase in residential mobile service revenue (b)	0.2		1.0
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue (c)	(0.8)		(5.3)
Increase in B2B revenue (d)	16.5		24.9
Total organic increase	17.9		25.6
Impact of an acquisition	—		69.6
Total	$	17.9	$	95.2

(a)The increases are primarily due to higher average broadband internet and video RGUs.

(b)The change for the three-month comparison was flat as the increase from higher average numbers of postpaid mobile subscribers was offset by lower ARPU on both postpaid and prepaid mobile subscribers, generally resulting from retention discounts. For the nine-month comparison, the increase is primarily due to the net effect of (i) lower average numbers of prepaid mobile subscribers, (ii) higher ARPU from prepaid mobile services, mainly attributable to higher prepaid recharging activity, and (iii) higher average numbers of postpaid mobile subscribers.

(c)The decreases are primary due to the net effect of (i) lower handset revenue, (ii) lower interconnect revenue, primarily due to lower traffic, and (iii) higher inbound roaming.

(d)The increases are primarily due to revenue from government-related projects.

Liberty Networks. Liberty Networks’ revenue by major category is set forth below:


	Three months ended September 30,				Increase
	2023		2022		$		%
	in millions, except percentages













B2B revenue:
Enterprise revenue	$	31.0	$	27.9	$	3.1	11
Wholesale revenue	81.5		74.9		6.6		9

Total	$	112.5	$	102.8	$	9.7	9


	Nine months ended September 30,				Increase
	2023		2022		$		%
	in millions, except percentages













B2B revenue:
Enterprise revenue	$	88.0	$	84.8	$	3.2	4
Wholesale revenue	251.8		242.0		9.8		4

Total	$	339.8	$	326.8	$	13.0	4

The details of the changes in Liberty Networks’ revenue during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022, are set forth below (in millions):


	Three-month comparison		Nine-month comparison

Increase in enterprise revenue (a)	$	1.9	$	5.6
Increase in wholesale revenue (b)	6.3		11.6
Total organic increase	8.2		17.2
Impact of FX	1.5		(4.2)
Total	$	9.7	$	13.0

(a)The increases are primarily attributable to the net effect of (i) higher B2B connectivity revenue, (ii) decreases attributable to our B2B operations that were sold to the Liberty Costa Rica segment in January 2023, (iii) increases associated with sales-type leases on CPE installed on long-term customer solutions and (iv) growth in managed services.

(b)The increases are primarily due to the net effect of (i) higher lease capacity revenue driven by an increase associated with revenue recognized on a cash basis for services provided to a significant customer, (ii) higher inter-segment revenue and (iii) lower amortized prepaid capacity and operating and maintenance revenue driven by the cancellation of prepaid capacity contracts in prior periods.

Liberty Puerto Rico. Liberty Puerto Rico’s revenue by major category is set forth below:


	Three months ended September 30,				Increase (decrease)
	2023		2022		$		%
	in millions, except percentages
Residential fixed revenue:
Residential fixed revenue:



Subscription revenue	$	120.5	$	111.7	$	8.8	8
Non-subscription revenue	7.7		5.0		2.7		54
Total residential fixed revenue	128.2		116.7		11.5		10
Residential mobile revenue:
Service revenue	99.3		111.0		(11.7)		(11)
Interconnect, inbound roaming, equipment sales and other	58.8		64.1		(5.3)		(8)
Total residential mobile revenue	158.1		175.1		(17.0)		(10)
Total residential revenue	286.3		291.8		(5.5)		(2)
B2B revenue	56.8		53.0		3.8		7
Other revenue	8.1		20.9		(12.8)		(61)
Total	$	351.2	$	365.7	$	(14.5)	(4)


	Nine months ended September 30,				Increase (decrease)
	2023		2022		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:



Subscription revenue	$	358.6	$	343.0	$	15.6	5
Non-subscription revenue	19.4		16.0		3.4		21
Total residential fixed revenue	378.0		359.0		19.0		5
Residential mobile revenue:
Service revenue	302.2		338.5		(36.3)		(11)
Interconnect, inbound roaming, equipment sales and other	183.9		188.2		(4.3)		(2)
Total residential mobile revenue	486.1		526.7		(40.6)		(8)
Total residential revenue	864.1		885.7		(21.6)		(2)
B2B revenue	168.7		164.3		4.4		3
Other revenue	31.4		41.4		(10.0)		(24)
Total	$	1,064.2	$	1,091.4	$	(27.2)	(2)

The details of the changes in Liberty Puerto Rico’s revenue during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022, are set forth below (in millions):


	Three-month comparison		Nine-month comparison
Increase in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	3.4	$	13.0
ARPU (b)	5.4		2.6
Increase in residential fixed non-subscription revenue	2.7		3.4
Total increase in residential fixed revenue	11.5		19.0
Decrease in residential mobile service revenue (c)	(11.7)		(36.3)
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)	(5.3)		(4.3)
Increase in B2B revenue (e)	3.8		4.4
Decrease in other revenue (f)	(12.8)		(10.0)
Total	$	(14.5)	$	(27.2)

(a)The increases are primarily attributable to higher average broadband internet RGUs.

(b)The increases are primarily due to the net effect of (i) higher ARPU from video services, as rate increases were only partly offset by customer downgrades to lower ARPU plans, (ii) the impact of credits issued to customers during the third quarter of 2022 as a result of Hurricane Fiona and (iii) for the nine-month comparison, (a) lower ARPU from broadband internet services, driven by customer downgrades to low-tier plans, and (b) the impact of credits issued to customers during the second quarter of 2022 as a result of power outages.

(c)The decreases are primarily due to (i) lower ARPU from mobile services, primarily resulting from (a) a higher number of low-cost and discounted plans and (b) higher contract asset amortization, and (ii) declines in the average number of prepaid mobile subscribers.

(d)The decreases are primarily driven by lower inbound roaming revenue including the impact of changing to a fixed contract for part of our inbound roaming traffic. In addition, equipment revenue was (i) flat during the three-month comparison, as lower sales were offset by lower subsidy levels, and (ii) higher during the nine-month comparison, mainly due to lower subsidy levels.

(e)The increases are primarily due to the impact of credits issued to customers during the third quarter of 2022 as a result of Hurricane Fiona and higher revenue from new customers and fixed services.

(f)The decreases are primarily attributable to funds received from the FCC, which we receive in relationship to expanding and improving our fixed and mobile networks, related to (i) the impact from amounts we recognized during the third quarter of 2022 in USVI and (ii) a decline in the rate of funding beginning in the second half of 2023.

Liberty Costa Rica. Liberty Costa Rica’s revenue by major category is set forth below:


	Three months ended September 30,				Increase
	2023		2022		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue	$	37.9	$	33.8	$	4.1	12
Non-subscription revenue	4.0		1.0		3.0		300
Total residential fixed revenue	41.9		34.8		7.1		20
Residential mobile revenue:
Service revenue	60.7		48.0		12.7		26
Interconnect, inbound roaming, equipment sales and other	19.3		16.4		2.9		18
Total residential mobile revenue	80.0		64.4		15.6		24
Total residential revenue	121.9		99.2		22.7		23
B2B revenue	12.7		10.0		2.7		27
Total	$	134.6	$	109.2	$	25.4	23


	Nine months ended September 30,				Increase
	2023		2022		$		%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue	$	115.1	$	101.9	$	13.2	13
Non-subscription revenue	9.1		2.6		6.5		250
Total residential fixed revenue	124.2		104.5		19.7		19
Residential mobile revenue:
Service revenue	178.8		142.8		36.0		25
Interconnect, inbound roaming, equipment sales and other	56.4		48.5		7.9		16
Total residential mobile revenue	235.2		191.3		43.9		23
Total residential revenue	359.4		295.8		63.6		22
B2B revenue	39.6		28.8		10.8		38
Total	$	399.0	$	324.6	$	74.4	23

The details of the changes in Liberty Costa Rica’s revenue during the three and nine months ended September 30, 2023, as compared to the corresponding periods in 2022, are set forth below (in millions):


	Three-month comparison		Nine-month comparison
Decrease in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	(1.7)	$	(0.7)
ARPU (b)	(1.1)		(5.6)
Increase in residential fixed non-subscription revenue (c)	2.1		4.9
Total decrease in residential fixed revenue	(0.7)		(1.4)
Increase in residential mobile service revenue (d)	1.6		5.5
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue	(0.5)		(1.7)
Increase in B2B revenue (e)	0.7		5.0
Total organic increase	1.1		7.4
Impact of FX	24.3		67.0
Total	$	25.4	$	74.4

(a)The decreases are primarily due to the net impact of (i) lower average video RGUs and (ii) higher average fixed-line telephony RGUs. During the nine-month comparison, the decrease was partially offset by higher average broadband internet RGUs.

(b)The decreases are primarily attributable to lower ARPU from video services and, for the nine-month comparison, broadband internet services. These decreases are in part due to (i) higher retention discounts and (ii) declines in higher ARPU plans.

(c)The increases are primarily attributable to higher volumes of CPE sales.

(d)The increases are primarily due to the net effect of (i) higher average postpaid mobile subscribers, (ii) lower prepaid and postpaid mobile ARPU and (iii) higher average prepaid mobile subscribers.

(e)The increases are primarily attributable to the B2B operations within our Liberty Networks segment that was acquired by the Liberty Costa Rica segment in January 2023.

Programming and other direct costs of services

Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, and other direct costs related to our operations. Programming and copyright costs, which represent a significant portion of our operating costs, may increase in future periods as a result of (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, (ii) rate increases or (iii) growth in the number of our video subscribers.

Consolidated. The following tables set forth the organic and non-organic changes in programming and other direct costs of services on a consolidated basis.


	Three months ended September 30,				Increase (decrease)		Increase (decrease) from:
									A disposition
	2023		2022				FX				Organic
	in millions

Programming and copyright	$	60.2	$	91.6	$	(31.4)	$	1.5	$	(30.9)		$	(2.0)
Interconnect	77.5		88.6		(11.1)		1.4		(6.8)			(5.7)
Equipment and other	121.4		118.9		2.5		2.4		(0.9)			1.0
Total programming and other direct costs of services	$	259.1	$	299.1	$	(40.0)	$	5.3	$	(38.6)		$	(6.7)


	Nine months ended September 30,				Decrease		Increase (decrease) from:
									An acquisition		A disposition
	2023		2022				FX						Organic
	in millions

Programming and copyright	$	180.3	$	302.1	$	(121.8)	$	4.3	$	1.0	$	(113.5)	$	(13.6)
Interconnect	227.5		262.7		(35.2)		3.8		7.6		(21.9)		(24.7)
Equipment and other	332.4		338.5		(6.1)		5.4		9.2		(3.2)		(17.5)
Total programming and other direct costs of services	$	740.2	$	903.3	$	(163.1)	$	13.5	$	17.8	$	(138.6)	$	(55.8)

C&W Caribbean. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our C&W Caribbean segment.


	Three months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		Organic
	in millions

Programming and copyright	$	17.9	$	21.0	$	(3.1)	$	(0.1)	$	(3.0)
Interconnect	18.3		29.2		(10.9)		(0.1)		(10.8)
Equipment and other	21.6		20.1		1.5		(0.1)		1.6
Total programming and other direct costs of services	$	57.8	$	70.3	$	(12.5)	$	(0.3)	$	(12.2)


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		Organic
	in millions

Programming and copyright	$	55.1	$	66.9	$	(11.8)	$	—	$	(11.8)
Interconnect	56.2		87.4		(31.2)		0.2		(31.4)
Equipment and other	62.0		60.6		1.4		—		1.4
Total programming and other direct costs of services	$	173.3	$	214.9	$	(41.6)	$	0.2	$	(41.8)

•Programming and copyright: The organic decreases are due in part to the renegotiation of certain content agreements. The decrease during the nine-month comparison also includes the impact from the removal of certain programming rights during the second quarter of 2022, which were partially offset by the addition of new programming rights during 2023.

•Interconnect: The organic decreases are primarily due to the discontinuation of a non-core transit services arrangement at C&W Jamaica as of January 1, 2023.

C&W Panama. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our C&W Panama segment.


	Three months ended September 30,				Increase
	2023		2022
	in millions

Programming and copyright	$	5.8	$	4.9	$	0.9
Interconnect	18.6		16.5		2.1
Equipment and other	43.3		30.9		12.4
Total programming and other direct costs of services	$	67.7	$	52.3	$	15.4


	Nine months ended September 30,				Increase		Increase (decrease) from:
	2023		2022				An acquisition		Organic
	in millions

Programming and copyright	$	15.9	$	13.2	$	2.7	$	1.0	$	1.7
Interconnect	54.0		46.9		7.1		7.6		(0.5)
Equipment and other	101.7		77.2		24.5		9.2		15.3
Total programming and other direct costs of services	$	171.6	$	137.3	$	34.3	$	17.8	$	16.5

•Equipment and other: The organic increases are primarily due to higher costs associated with certain government-related projects.

Liberty Networks. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Networks segment.


	Three months ended September 30,				Increase		Increase from:
	2023		2022				FX		Organic
	in millions


Interconnect	$	12.6	$	12.0	$	0.6	$	0.1	$	0.5
Equipment and other	4.8		3.9		0.9		0.2		0.7
Total programming and other direct costs of services	$	17.4	$	15.9	$	1.5	$	0.3	$	1.2


	Nine months ended September 30,				Increase		Increase (decrease) from:
	2023		2022				FX		Organic
	in millions


Interconnect	$	35.3	$	34.9	$	0.4	$	(0.5)	$	0.9
Equipment and other	14.1		10.3		3.8		(0.6)		4.4
Total programming and other direct costs of services	$	49.4	$	45.2	$	4.2	$	(1.1)	$	5.3

•Equipment and other: The organic increases are primarily due to higher costs associated with sales-type leases on CPE installed on long-term customer solutions. In addition, the increase during the nine-month comparison is due to (i) lower amounts of capitalizable costs associated with licenses, as part of a migration into contracts with shorter terms and more cloud-based arrangements and (ii) increases in costs associated with software licenses.

Liberty Puerto Rico. The following tables set forth the changes in programming and other direct costs of services for our Liberty Puerto Rico segment.



	Three months ended September 30,				Increase (decrease)
	2023		2022
	in millions

Programming and copyright	$	28.5	$	27.9	$	0.6
Interconnect	25.0		20.0		5.0
Equipment and other	44.1		57.5		(13.4)
Total programming and other direct costs of services	$	97.6	$	105.4	$	(7.8)



	Nine months ended September 30,				Increase (decrease)
	2023		2022
	in millions

Programming and copyright	$	85.1	$	83.8	$	1.3
Interconnect	71.0		61.3		9.7
Equipment and other	132.3		170.7		(38.4)
Total programming and other direct costs of services	$	288.4	$	315.8	$	(27.4)

•Programming and copyright: The increases are primarily due to the net effect of higher programming rates and lower average subscribers.

•Interconnect: The increases are primarily due to higher roaming costs, including the impact of changing to a fixed contract for part of our inbound roaming traffic.

•Equipment and other: The decreases are primarily due to (i) lower handset sales due to changes in our subsidy programs and (ii) equipment credits for handset purchases that we began receiving in 2023, including an amount recognized during the first half of 2023 associated with handsets purchased prior to 2023. In addition, the decrease for the nine-month comparison includes lower equipment-related integration costs associated with the AT&T Acquisition and a decrease associated with a lower of cost or market adjustment on equipment-related inventory recognized during the second quarter of 2022.

Liberty Costa Rica. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Costa Rica segment.


	Three months ended September 30,				Increase		Increase (decrease) from:

	2023		2022				FX		Organic
	in millions

Programming and copyright	$	8.3	$	7.8	$	0.5	$	1.6	$	(1.1)
Interconnect	8.1		7.9		0.2		1.4		(1.2)
Equipment and other	11.9		9.7		2.2		2.2		—
Total programming and other direct costs of services	$	28.3	$	25.4	$	2.9	$	5.2	$	(2.3)


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:

	2023		2022				FX		Organic
	in millions

Programming and copyright	$	25.1	$	25.6	$	(0.5)	$	4.3	$	(4.8)
Interconnect	24.6		24.2		0.4		4.1		(3.7)
Equipment and other	34.7		28.6		6.1		5.9		0.2
Total programming and other direct costs of services	$	84.4	$	78.4	$	6.0	$	14.3	$	(8.3)

•Programming and copyright: The organic decreases are primarily due to (i) the positive impact of FX associated with non-CRC denominated contracts and (ii) lower programming costs associated with declines in video RGUs.

•Interconnect: The organic decreases are primarily due to lower volumes of local and international traffic.

•Equipment and other: The organic increases are primarily due to the net effect of (i) higher CPE costs associated with sales growth and (ii) the positive impact of FX associated with non-CRC denominated handset costs.

Other operating costs and expenses

Other operating costs and expenses set forth in the tables below comprise the following cost categories:

•Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;

•Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;

•Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;

•Share-based compensation expense that relates to (i) equity awards issued to our employees and Directors and (ii) certain bonus-related expenses that are paid in the form of equity.

Consolidated. The following tables set forth the organic and non-organic changes in other operating costs and expenses on a consolidated basis.


	Three months ended September 30,				Increase (decrease)		Increase (decrease) from:
									A disposition
	2023		2022				FX				Organic
	in millions

Personnel and contract labor	$	130.8	$	155.3	$	(24.5)	$	1.4	$	(14.6)		$	(11.3)
Network-related	65.2		88.6		(23.4)		1.9		(17.5)			(7.8)
Service-related	52.3		52.8		(0.5)		1.1		(7.5)			5.9
Commercial	47.1		58.9		(11.8)		2.9		(12.7)			(2.0)
Facility, provision, franchise and other	142.9		152.3		(9.4)		3.2		(7.7)			(4.9)
Share-based compensation expense	24.1		20.8		3.3		0.2		(0.2)			3.3
Total other operating costs and expenses	$	462.4	$	528.7	$	(66.3)	$	10.7	$	(60.2)		$	(16.8)


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:
									An acquisition		A disposition
	2023		2022				FX						Organic
	in millions

Personnel and contract labor	$	418.1	$	453.6	$	(35.5)	$	2.7	$	6.0	$	(41.8)	$	(2.4)
Network-related	193.6		250.1		(56.5)		4.3		9.0		(55.7)		(14.1)
Service-related	162.6		158.6		4.0		3.1		1.4		(24.0)		23.5
Commercial	136.2		182.5		(46.3)		7.6		9.8		(52.2)		(11.5)
Facility, provision, franchise and other	427.1		394.0		33.1		8.2		24.0		(22.7)		23.6
Share-based compensation expense	77.8		82.6		(4.8)		0.3		—		(7.6)		2.5
Total other operating costs and expenses	$	1,415.4	$	1,521.4	$	(106.0)	$	26.2	$	50.2	$	(204.0)	$	21.6

C&W Caribbean. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our C&W Caribbean segment.


	Three months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		Organic
	in millions

Personnel and contract labor	$	47.3	$	51.3	$	(4.0)	$	(0.1)	$	(3.9)
Network-related	35.9		36.4		(0.5)		(0.1)		(0.4)
Service-related	19.2		18.1		1.1		—		1.1
Commercial	11.8		12.1		(0.3)		—		(0.3)
Facility, provision, franchise and other	38.1		38.2		(0.1)		(0.2)		0.1
Share-based compensation expense	5.2		4.3		0.9		—		0.9
Total other operating costs and expenses	$	157.5	$	160.4	$	(2.9)	$	(0.4)	$	(2.5)


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		Organic
	in millions

Personnel and contract labor	$	153.4	$	154.9	$	(1.5)	$	0.1	$	(1.6)
Network-related	101.9		108.0		(6.1)		—		(6.1)
Service-related	56.7		52.1		4.6		0.1		4.5
Commercial	34.0		33.8		0.2		0.1		0.1
Facility, provision, franchise and other	114.4		108.7		5.7		—		5.7
Share-based compensation expense	14.6		16.6		(2.0)		—		(2.0)
Total other operating costs and expenses	$	475.0	$	474.1	$	0.9	$	0.3	$	0.6

•Personnel and contract labor: The organic decreases are primarily due to the net effect of (i) lower costs resulting from increases in capitalized labor, (ii) salary increases and (iii) lower headcount.

•Network-related: The organic decreases are primarily due to declines associated with lower (i) truck rolls, (ii) system power costs and (iii) network-related professional service costs resulting from the business strategy to transition certain third-party services to internal resources. These declines were partially offset by higher capacity charges associated with the use of Liberty Networks’ subsea network. In addition, the decrease during the nine-month comparison is also impacted by lower leased line costs resulting from the renegotiation of pole rental contracts.

•Service-related: The organic increases are primarily due to increases in professional services in connection with various projects across certain of our markets.

•Facility, provision, franchise and other: The organic increases are primarily due to the net effect of (i) lower bad debt provisions, (ii) higher travel-related expenses and (iii) higher franchise fees. In addition, the increase for the nine-month comparison includes the negative impact of an accrual release during the first quarter of 2022 related to a favorable court ruling associated with an industry levy on franchise fees.

C&W Panama. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our C&W Panama segment.


	Three months ended September 30,				Increase (decrease)
	2023		2022
	in millions

Personnel and contract labor	$	19.5	$	20.6	$	(1.1)
Network-related	13.9		14.4		(0.5)
Service-related	4.5		3.5		1.0
Commercial	6.2		9.6		(3.4)
Facility, provision, franchise and other	20.1		25.4		(5.3)
Share-based compensation expense	0.6		1.0		(0.4)
Total other operating costs and expenses	$	64.8	$	74.5	$	(9.7)


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				An acquisition		Organic
	in millions

Personnel and contract labor	$	62.7	$	56.9	$	5.8	$	6.0	$	(0.2)
Network-related	40.8		34.6		6.2		9.0		(2.8)
Service-related	13.1		11.7		1.4		1.4		—
Commercial	20.7		20.4		0.3		9.8		(9.5)
Facility, provision, franchise and other	66.6		48.8		17.8		24.0		(6.2)
Share-based compensation expense	2.9		4.4		(1.5)		—		(1.5)
Total other operating costs and expenses	$	206.8	$	176.8	$	30.0	$	50.2	$	(20.2)

•Commercial: The organic decreases are primarily due to (i) lower third-party sales commissions, mainly resulting from integration-related activities, and (ii) lower marketing costs.

•Facility, provision, franchise and other: The organic decreases are primarily due to (i) lower office and facility-related costs, mainly resulting from integration efforts and (ii) lower bad debt expense.

Liberty Networks. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our Liberty Networks segment.


	Three months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		Organic
	in millions

Personnel and contract labor	$	11.1	$	10.9	$	0.2	$	0.3	$	(0.1)
Network-related	11.4		10.2		1.2		0.2		1.0
Service-related	1.4		1.1		0.3		0.1		0.2
Commercial	0.3		0.4		(0.1)		—		(0.1)
Facility, provision, franchise and other	6.7		5.4		1.3		0.2		1.1
Share-based compensation expense	0.6		1.0		(0.4)		—		(0.4)
Total other operating costs and expenses	$	31.5	$	29.0	$	2.5	$	0.8	$	1.7


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:
	2023		2022				FX		Organic
	in millions

Personnel and contract labor	$	33.5	$	32.9	$	0.6	$	(1.4)	$	2.0
Network-related	32.8		32.3		0.5		(0.5)		1.0
Service-related	3.7		3.2		0.5		—		0.5
Commercial	1.4		1.0		0.4		—		0.4
Facility, provision, franchise and other	19.0		15.6		3.4		(0.7)		4.1
Share-based compensation expense	2.8		3.7		(0.9)		—		(0.9)
Total other operating costs and expenses	$	93.2	$	88.7	$	4.5	$	(2.6)	$	7.1

•Personnel and contract labor: The organic increase for the nine-month comparison is primarily due to higher bonus and salary-related expenses.

•Facility, provision, franchise and other: The organic increases are primarily due to bad debt provisions and other insignificant changes across numerous cost categories.

Liberty Puerto Rico. The following tables set forth the changes in other operating costs and expenses for our Liberty Puerto Rico segment.


	Three months ended September 30,
					Increase (decrease)
	2023		2022
	in millions

Personnel and contract labor	$	39.2	$	41.2	$	(2.0)
Network-related	12.2		16.9		(4.7)
Service-related	17.8		9.2		8.6
Commercial	13.2		11.0		2.2
Facility, provision, franchise and other	54.8		51.7		3.1
Share-based compensation expense	2.4		1.2		1.2
Total other operating costs and expenses	$	139.6	$	131.2	$	8.4


	Nine months ended September 30,
					Increase (decrease)
	2023		2022
	in millions

Personnel and contract labor	$	113.5	$	120.1	$	(6.6)
Network-related	37.8		38.5		(0.7)
Service-related	54.5		34.5		20.0
Commercial	36.1		35.3		0.8
Facility, provision, franchise and other	152.3		134.0		18.3
Share-based compensation expense	5.9		6.0		(0.1)
Total other operating costs and expenses	$	400.1	$	368.4	$	31.7

•Personnel and contract labor: The decrease for the three-month comparison is primarily driven by lower bonus costs that were partially offset by a shift in bonus payments in the form of equity to cash. The decrease for the nine-month comparison is primarily due to the net effect of (i) decline resulting from the receipt of a payroll tax credits during the first and second quarters of 2023 awarded to businesses that continued to pay employees or that experienced significant declines in gross receipts during the COVID-19 pandemic, (ii) higher salaries and related personnel costs, including the impact of higher amortization of deferred commissions in connection with the AT&T Acquisition, and (iii) lower bonus-related costs.

•Network-related: The decrease for the three-month comparison is primarily due to lower repair and maintenance costs and a decline resulting from costs associated with Hurricane Fiona incurred during the corresponding 2022 period. For the nine-month comparison, costs are broadly flat as the aforementioned declines were broadly offset by an increase in maintenance costs and fees related to the migration of customers to our mobile network.

•Service-related: The increases are primarily due to higher (i) professional services charges, including the impact of certain accrual adjustments during the third quarter of 2022, (ii) IT-related services, including higher software license costs, (iii) fees charged from our corporate operations and (iv) regulatory fees.

•Facility, provision, franchise and other: The increases are primarily related to (i) bad debt expense, including the impact from the benefit during the second quarter of 2022 associated with lower expected credit loss rates established, (ii) certain tax-related costs, such as sales and property taxes, and (iii) rent expense.

Liberty Costa Rica. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our Liberty Costa Rica segment.


	Three months ended September 30,				Increase (decrease)		Increase (decrease) from:

	2023		2022				FX		Organic
	in millions

Personnel and contract labor	$	6.7	$	6.4	$	0.3	$	1.2	$	(0.9)
Network-related	10.4		8.1		2.3		2.1		0.2
Service-related	6.1		6.5		(0.4)		1.0		(1.4)
Commercial	15.6		13.0		2.6		2.9		(0.3)
Facility, provision, franchise and other	17.6		17.0		0.6		3.2		(2.6)
Share-based compensation expense	1.1		0.5		0.6		0.2		0.4
Total other operating costs and expenses	$	57.5	$	51.5	$	6.0	$	10.6	$	(4.6)


	Nine months ended September 30,				Increase (decrease)		Increase (decrease) from:

	2023		2022				FX		Organic
	in millions

Personnel and contract labor	$	24.1	$	20.2	$	3.9	$	4.0	$	(0.1)
Network-related	30.3		24.9		5.4		5.1		0.3
Service-related	18.1		17.9		0.2		3.0		(2.8)
Commercial	44.0		39.7		4.3		7.5		(3.2)
Facility, provision, franchise and other	52.9		44.9		8.0		8.9		(0.9)
Share-based compensation expense	1.6		1.9		(0.3)		0.3		(0.6)
Total other operating costs and expenses	$	171.0	$	149.5	$	21.5	$	28.8	$	(7.3)

•Service-related: The organic decreases are primarily due to professional services incurred during 2022 related to a software implementation.

•Commercial: The organic changes are primarily due to the net impact of (i) integration costs incurred during 2022 related to rebranding associated with the Liberty Telecomunicaciones Acquisition and (ii) increases in sales commissions.

•Facility, provision, franchise and other: The organic decreases are primarily due to the net impact of (i) the positive impact of FX associated with non-CRC denominated contracts, (ii) declines in lease costs as a result of renegotiated contracts and (iii) increases in bad debt expense. The nine-month comparison also includes the negative impact of purchase accounting adjustments associated with the Liberty Telecomunicaciones Acquisition that decreased rent expense during 2022.

Corporate. The following tables set forth the changes in other operating costs and expenses for our corporate operations.


	Three months ended September 30,				Increase (decrease)
	2023		2022
	in millions

Personnel and contract labor	$	7.1	$	10.2	$	(3.1)
Service-related	3.4		6.9		(3.5)
Facility, provision, franchise and other	7.2		7.3		(0.1)
Share-based compensation expense	14.3		12.6		1.7
Total other operating costs and expenses	$	32.0	$	37.0	$	(5.0)


	Nine months ended September 30,				Increase
	2023		2022
	in millions

Personnel and contract labor	$	31.0	$	26.7	$	4.3

Service-related	16.6		15.2		1.4
Facility, provision, franchise and other	26.1		20.2		5.9
Share-based compensation expense	50.1		42.4		7.7
Total other operating costs and expenses	$	123.8	$	104.5	$	19.3

•Personnel and contract labor: The decrease for the three-month comparison is primarily driven by lower bonus costs that were partially offset by a shift in bonus payments in the form of equity to cash. The increase for the nine-month comparison is primarily attributable to the net effect of (i) higher bonus costs due to a shift in bonus payments in the form of equity to cash, (ii) an increase in capitalized labor costs and (iii) higher salaries and related personnel costs, mainly resulting from higher staffing levels in our operations center in Panama.

•Service-related: The changes are primarily due to timing of professional services received during each of the comparative periods.

•Facility, provision, franchise and other: The increase during the nine-month comparison is primarily due to insurance costs related to (i) claims associated with cable breaks that occurred during the first nine months of 2023, and (ii) business interruption claims submitted by our Liberty Puerto Rico business during 2022.

Results of Operations (below Adjusted OIBDA)

Depreciation and amortization

Our depreciation and amortization expense increased (decreased) ($4 million) or (2%) and $44 million or 7% during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in 2022. The increase during the nine-month comparison is primarily due to the net effect of (i) an increase in property and equipment additions, primarily associated with baseline related additions, the installation of CPE and the expansion and upgrade of our networks and other capital initiatives, (ii) a decrease associated with customer relationship assets becoming fully amortized in Liberty Puerto Rico and (iii) an increase at C&W Panama resulting from the Claro Panama Acquisition.

Impairment, restructuring and other operating items, net

The details of our impairment, restructuring and other operating items, net, are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Impairment charges (a)	$	8.2	$	—	$	55.8	$	558.5
Restructuring charges (b)	2.7		4.6		30.2		10.2
Other operating items, net (c)	0.2		2.4		(4.4)		14.7
Total	$	11.1	$	7.0	$	81.6	$	583.4

(a)The 2023 amounts primarily relate to the impairment of certain operating lease right-of-use assets, predominantly related to decommissioned tower leases at C&W Panama. The amount for the nine months ended September 30, 2022 primarily consists of goodwill impairment charges associated with certain reporting units within the C&W Caribbean segment. For additional information, see note 7 to our condensed consolidated financial statements.

(b)The 2023 amounts include employee severance and termination costs related to reorganization activities, primarily at C&W Caribbean and C&W Panama.

(c)The 2023 amounts primarily include the net effect of gains on asset dispositions and direct acquisition costs. The 2022 amounts primarily include direct acquisition costs.

Interest expense

Our interest expense increased $3 million and $32 million during the three and nine months ended September 30, 2023, respectively, as compared to the corresponding periods in 2022. The increases are primarily attributable to the net effect of (i) higher weighted-average interest rates and (ii) lower average outstanding debt balances, primarily resulting from the disposition of the Chile JV Entities in October 2022.

For additional information regarding our outstanding indebtedness, see note 8 to our condensed consolidated financial statements.

It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 5 to our condensed consolidated financial statements, we use derivative instruments to manage our interest rate risks.

Realized and unrealized gains or losses on derivative instruments, net

Our realized and unrealized gains or losses on derivative instruments primarily include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized gains on derivative instruments, net, are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Interest rate and cross-currency derivative contracts (a)	$	60.1	$	159.3	$	99.8	$	417.8
Foreign currency forward contracts and other (b)	(5.0)		(16.0)		(23.9)		(9.3)
Weather Derivatives (c)	(7.6)		(7.9)		(23.1)		(23.5)
Total	$	47.5	$	135.4	$	52.8	$	385.0

(a)The gains during the three and nine months ended September 30, 2023 and 2022 are primarily attributable to the net effect of (i) changes in interest rates and (ii) for the 2022 periods, changes in FX rates predominantly due to changes in the value of the CLP relative to the U.S. dollar prior to the disposition of the Chile JV Entities.

(b)The losses during the three and nine months ended September 30, 2023 and 2022 are primarily attributable to changes in FX rates due to (i) the value of the CRC relative to the U.S. dollar and (ii) for the 2022 periods, the value of the CLP relative to the U.S. dollar prior to the disposition of the Chile JV Entities.

(c)Amounts represent the amortization of premiums associated with our Weather Derivatives.

For additional information concerning our derivative instruments, see notes 5 and 6 to our condensed consolidated financial statements and Item 3. Quantitative and Qualitative Disclosures about Market Risk below.

Foreign currency transaction gains or losses, net

Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled. The details of our foreign currency transaction gains (losses), net, are as follows:


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

U.S. dollar-denominated debt issued by non-U.S. dollar functional currency entities (a)	$	7.2	$	(35.9)	$	39.9	$	(175.0)
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency	(1.0)		(15.7)		5.2		(5.0)
Other (b)	(2.5)		(4.9)		1.1		(41.9)
Total	$	3.7	$	(56.5)	$	46.2	$	(221.9)

(a) The gains during the three and nine months ended September 30, 2023 are primarily related to a CRC functional currency entity. The losses during the three and nine months ended September 30, 2022 are primarily related to a CLP functional currency entity prior to the disposition of the Chile JV Entities in October 2022.

(b) Primarily includes (i) third-party receivables and payables denominated in a currency other than an entity’s functional currency and (ii) cash denominated in a currency other than an entity’s functional currency.

Gains or losses on debt extinguishment, net

Our gains or losses on debt extinguishment generally include (i) premiums or discounts associated with redemptions and/or repurchases of debt, (ii) the write-off of unamortized deferred financing costs, premiums and/or discounts and/or (iii) breakage fees.

We recognized gains (losses) on debt extinguishment, net, of nil and ($4 million) during the three and nine months ended September 30, 2023, respectively, and $41 million during each of the three and nine months ended September 30, 2022. The activity during the 2023 periods is due to the net effect of (i) losses associated with refinancing activity at Liberty Costa Rica during January 2023 and (ii) net gains during the three and nine month periods associated with the partial repurchases of the Convertible Notes. The net gains during the 2022 periods are associated with the buyback of certain VTR debt at fair value prior to the disposition of the Chile JV Entities in October 2022.

For additional information concerning our debt repurchases and repayments, see note 8 to our condensed consolidated financial statements.

Income tax benefit or expense

We recognized income tax expense of $10 million and $39 million during the three months ended September 30, 2023 and 2022, respectively, and $52 million and $101 million during the nine months ended September 30, 2023 and 2022, respectively.

For additional information regarding our income taxes, see note 13 to our condensed consolidated financial statements.

Net earnings or loss

The following table sets forth selected summary financial information of our net earnings (loss):


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
	in millions

Operating income (loss)	$	162.7	$	151.7	$	404.7	$	(20.4)
Net non-operating expenses	$	(104.4)	$	(31.0)	$	(356.9)	$	(218.6)
Income tax expense	$	(10.4)	$	(38.8)	$	(51.9)	$	(100.6)
Net earnings (loss)	$	47.9	$	81.9	$	(4.1)	$	(339.6)

Gains or losses associated with (i) changes in the fair values of derivative instruments and (ii) movements in foreign currency exchange rates are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income. In the absence of significant gains in the future from these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase our aggregate Adjusted OIBDA to a level that more than offsets the aggregate amount of our (i) share-based compensation expense, (ii) depreciation and amortization, (iii) impairment, restructuring and other operating items, (iv) interest expense, (v) other non-operating expenses and (vi) income tax expenses.

Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Material Changes in Financial Condition—Capitalization below, we expect that we will continue to report significant levels of interest expense for the foreseeable future.

Material Changes in Financial Condition

Sources and Uses of Cash

As of September 30, 2023, we have three primary “borrowing groups,” which include the respective restricted parent and subsidiary entities of C&W, Liberty Puerto Rico and Liberty Costa Rica. Our borrowing groups, which typically generate cash from operating activities, held a significant portion of our consolidated cash and cash equivalents at September 30, 2023. Our ability to access the liquidity of these and other subsidiaries may be limited by tax and legal considerations, the presence of noncontrolling interests, foreign currency exchange restrictions with respect to certain C&W subsidiaries and other factors. For details of the restrictions on our subsidiaries to make payments to us through dividends, loans or other distributions see note 8 to our condensed consolidated financial statements.

Cash and cash equivalents

The details of the U.S. dollar equivalent balances of our cash and cash equivalents at September 30, 2023 are set forth in the following table (in millions):


Cash and cash equivalents held by:
Liberty Latin America and unrestricted subsidiaries:
Liberty Latin America (a)	$	22.7
Unrestricted subsidiaries (b)	96.0
Total Liberty Latin America and unrestricted subsidiaries	118.7
Borrowing groups (c):
C&W (d)	384.1
Liberty Puerto Rico	44.2
Liberty Costa Rica	24.6
Total borrowing groups	452.9
Total cash and cash equivalents	$	571.6

(a)Represents the amount held by Liberty Latin America on a standalone basis.

(b)Represents the aggregate amount held by subsidiaries of Liberty Latin America that are outside of our borrowing groups. All of these companies rely on funds provided by our borrowing groups to satisfy their liquidity needs.

(c)Represents the aggregate amounts held by the parent entity of the applicable borrowing group and their restricted subsidiaries.

(d)Includes $25 million and $38 million of cash held by operations in C&W Panama and C&W Bahamas, respectively.

Liquidity and capital resources of Liberty Latin America and its unrestricted subsidiaries

Our current sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Latin America and, subject to certain tax and legal considerations, Liberty Latin America’s unrestricted subsidiaries, and (ii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments. From time to time, Liberty Latin America and its unrestricted subsidiaries may also receive (i) proceeds in the form of distributions or loan repayments from Liberty Latin America’s borrowing groups upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Latin America and its unrestricted subsidiaries and (iii) proceeds in connection with the incurrence of debt by Liberty Latin America or its unrestricted subsidiaries or the issuance of equity securities by Liberty Latin America. No assurance can be given that any external funding would be available to Liberty Latin America or its unrestricted subsidiaries on favorable terms, or at all. As noted above, various factors may limit our ability to access the cash of our borrowing groups.

Our corporate liquidity requirements include (i) corporate general and administrative expenses and (ii) other liquidity needs that may arise from time to time. In addition, Liberty Latin America and its unrestricted subsidiaries may require cash in connection with (i) the repayment of third-party and intercompany debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions and other investment opportunities, (iv) the repurchase of debt securities, (v) tax payments or (vi) any funding requirements of our consolidated subsidiaries.

During the nine months ended September 30, 2023, the aggregate value of our share repurchases was $111 million. For additional information regarding our Share Repurchase Program, see note 15 to our condensed consolidated financial statements and Part II—Item 2 Unregistered Sales of Equity Securities and Use of Proceeds below.

Liquidity and capital resources of borrowing groups

The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at September 30, 2023, see note 8 to our condensed consolidated financial statements. The aforementioned sources of liquidity

may be supplemented in certain cases by contributions and/or loans from Liberty Latin America and its unrestricted subsidiaries. The liquidity of our borrowing groups generally is used to fund capital expenditures, debt service requirements and income tax payments. From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Latin America, (iii) capital distributions to Liberty Latin America and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all.

For additional information regarding our cash flows, see the discussion under Condensed Consolidated Statements of Cash Flows below.

Capitalization

We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. When it is cost effective, we generally seek to match the denomination of the borrowings of our subsidiaries with the functional currency of the operations that support the respective borrowings. As further discussed under Item 3. Quantitative and Qualitative Disclosures about Market Risk and in note 5 to our condensed consolidated financial statements, we also use derivative instruments to mitigate foreign currency and interest rate risks associated with our debt instruments.

Our ability to service or refinance our debt and, where applicable, to maintain compliance with the leverage covenants in the credit agreements of our borrowing groups is dependent primarily on our ability to maintain covenant EBITDA of our operating subsidiaries, as specified by our subsidiaries’ debt agreements (Covenant EBITDA), and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by incurrence-based and/or maintenance-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Covenant EBITDA of one of our borrowing groups were to decline, our ability to support or obtain additional debt in that borrowing group could be limited. No assurance can be given that we would have sufficient sources of liquidity, or that any external funding would be available on favorable terms, or at all, to fund any such required repayment. At September 30, 2023, each of our borrowing groups was in compliance with its debt covenants. We do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.

At September 30, 2023, the outstanding principal amount of our debt, together with our finance lease obligations, aggregated $7,988 million, including $558 million that is classified as current in our condensed consolidated balance sheet and $7,363 million that is not due until 2027 or thereafter. At September 30, 2023, $7,767 million of our debt and finance lease obligations have been borrowed or incurred by our subsidiaries. Included in the outstanding principal amount of our debt at September 30, 2023 is $303 million of vendor financing, which we use to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year, other than for certain licensing arrangements that generally are due over the term of the related license. For additional information concerning our debt, including our debt maturities, see note 8 to our condensed consolidated financial statements.

The weighted average interest rate in effect at September 30, 2023 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin, was 7.1%. The interest rate is based on stated rates and does not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. The weighted average impact of the derivative instruments on our borrowing costs at September 30, 2023 was as follows:


Borrowing group	Decrease to borrowing costs

C&W	(1.7)	%
Liberty Puerto Rico	(0.8)	%
Liberty Costa Rica	—	%
Liberty Latin America borrowing groups	(1.3)	%

Including the effects of derivative instruments, original issue premiums or discounts, including the discount on the Convertible Notes associated with the instrument’s conversion option, and commitment fees, but excluding the impact of financing costs, the weighted average interest rate on our indebtedness was 6.0% at September 30, 2023.

We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our debt maturities grow in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete refinancing transactions or otherwise extend our debt maturities. In this regard, it is difficult to predict how political, economic and social conditions, sovereign debt concerns or any adverse regulatory developments will impact the credit and equity markets we access and our future financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, and (ii) tightening of the credit markets. In addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.

Condensed Consolidated Statements of Cash Flows

General. Our cash flows are subject to variations due to FX.

Summary. Our condensed consolidated statements of cash flows for the nine months ended September 30, 2023 and 2022 are summarized as follows:


	Nine months ended September 30,
	2023		2022		Change
	in millions

Net cash provided by operating activities	$	506.5	$	491.8	$	14.7
Net cash used by investing activities	(452.5)		(744.6)		292.1
Net cash provided (used) by financing activities	(254.9)		21.9		(276.8)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(5.3)		(3.5)		(1.8)
Net decrease in cash, cash equivalents and restricted cash	$	(206.2)	$	(234.4)	$	28.2

Operating Activities. The increase in cash provided by operating activities is primarily due to the net effect of (i) an increase resulting from lower net derivative payments, (ii) a decrease associated with a decline in Adjusted OIBDA, (iii) an increase associated with lower tax payments and (iv) a decrease associated with higher interest payments.

Investing Activities. The cash used by investing activities during 2023 primarily relates to (i) capital expenditures, as further discussed below, and (ii) the purchase of additional investments made during the year. The cash used by investing activities during 2022 primarily relates to (i) capital expenditures, (ii) acquisitions and (iii) additional investments made in an equity method investee. The cash used for acquisitions during the 2022 period comprises cash paid for the Claro Panama Acquisition and the BBVI Acquisition, partially offset by cash received in connection with finalizing the purchase price of the Liberty Telecomunicaciones Acquisition. For additional information regarding our acquisitions, see note 4 to our condensed consolidated financial statements.

The capital expenditures, net, that we report in our condensed consolidated statements of cash flows, which relates to cash paid for property and equipment, do not include amounts that are financed under capital-related vendor financing or finance lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures, net, as reported in our condensed consolidated statements of cash flows, and (ii) our total property and equipment additions, which include our capital expenditures, net, on an accrual basis and amounts financed under capital-related vendor financing or finance lease arrangements.

A reconciliation of our property and equipment additions to our capital expenditures, net, as reported in our condensed consolidated statements of cash flows, is set forth below:


	Nine months ended September 30,
	2023		2022
	in millions

Property and equipment additions	$	524.3	$	591.1
Assets acquired under capital-related vendor financing arrangements	(117.7)		(114.2)
Changes in current liabilities related to capital expenditures and other	16.3		17.2
Capital expenditures, net	$	422.9	$	494.1

The decrease in our property and equipment additions during the nine months ended September 30, 2023, as compared to the corresponding period in 2022, is primarily due to the net effect of (i) a decrease associated with the disposition of the Chile JV Entities in October 2022, and (ii) an increase related to baseline additions and new build activity. During the nine months ended September 30, 2023 and 2022, our property and equipment additions represented 15.7% and 16.2% of revenue, respectively.

Financing Activities. During the nine months ended September 30, 2023, we used $255 million in cash for financing activities, primarily due to (i) $111 million of cash outflows associated with the repurchase of Liberty Latin America common shares, (ii) $99 million in net debt repayments, (iii) $41 million in payments related to distributions to noncontrolling interest owners in C&W Panama and C&W Bahamas, and (iv) $15 million of payments for financing costs and debt premiums, primarily associated with refinancing activity at Liberty Costa Rica. During the nine months ended September 30, 2022, we generated $22 million of cash from financing activities, primarily due to the net effect of (i) $98 million of net cash received related to derivative instruments, primarily related to the settlement of certain cross currency swaps at VTR prior to the disposition of the Chile JV Entities, and (ii) $95 million of net borrowings of debt, which include the impact of $48 million of cash used to extinguish debt at VTR. These net inflows were largely offset by $153 million associated with the repurchase of Liberty Latin America common shares.

Off Balance Sheet Arrangements

Contractual Commitments

For information concerning our debt and operating lease obligations, see notes 8 and 9, respectively, to our condensed consolidated financial statements. In addition, we have commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding projected cash flows associated with our derivative instruments, see Item 3. Quantitative and Qualitative Disclosures About Market Risk—Projected Cash Flows Associated with Derivative Instruments below. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during the nine months ended September 30, 2023 and 2022, see note 5 to our condensed consolidated financial statements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in this section should be read in conjunction with the more complete discussion that appears under Quantitative and Qualitative Disclosures About Market Risk in our 2022 Form 10-K.

We are exposed to market risk in the normal course of our business operations due to our investments in various countries and ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and stock prices. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. As further described below, we have established policies, procedures and processes governing our management of market risks and the use of derivative instruments to manage our exposure to such risks.

Cash and Investments

We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to the denominations of Liberty Latin America’s short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cash balances in consideration of Liberty Latin America’s forecasted liquidity requirements.

Foreign Currency Rates

The relationships between the (i) JMD and CRC and (ii) the U.S. dollar, which is our reporting currency, are shown below, per one U.S. dollar:


	September 30, 2023	December 31, 2022
Spot rates:
JMD	153.96	151.92
CRC	536.78	591.80


	Three months ended September 30,		Nine months ended September 30,
	2023	2022	2023	2022
Average rates:
JMD	153.81	151.62	153.22	153.47
CRC	540.17	660.58	547.80	659.93

Interest Rate Risks

In general, we seek to enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt. Accordingly, we have entered into various derivative transactions to reduce exposure to increases in interest rates. We use interest rate derivative contracts to exchange, at specified intervals, the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional principal amount. At September 30, 2023, we paid a fixed or capped rate of interest on 96% of our total debt, which includes the impact of our interest rate derivative contracts. The final maturity dates of our various portfolios of interest rate derivative instruments match the respective maturities of the underlying variable-rate debt. In this regard, we use judgment to determine the appropriate maturity dates of our portfolios of interest rate derivative instruments, taking into account the relative costs and benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors. For additional information concerning the impacts of these interest rate derivative instruments, see note 5 to our condensed consolidated financial statements.

Sensitivity Information

Information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions is set forth below. The potential changes in fair value set forth below do not include any amounts associated with the remeasurement of the derivative asset or liability into the applicable functional currency. For additional information, see notes 5 and 6 to our condensed consolidated financial statements.

C&W Interest Rate Derivative Contracts

Holding all other factors constant, at September 30, 2023, an instantaneous increase (decrease) in the relevant base rate of 100 basis points (1.0%) would have increased (decreased) the aggregate fair value of the C&W interest rate derivative contracts by approximately $89 million ($90 million).

Liberty Puerto Rico Interest Rate Derivative Contracts

Holding all other factors constant, at September 30, 2023, an instantaneous increase (decrease) in the relevant base rate of 100 basis points (1.0%) would have increased (decreased) the aggregate fair value of the Liberty Puerto Rico interest rate derivative contracts by approximately $28 million ($27 million).

Projected Cash Flows Associated with Derivative Instruments

The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of September 30, 2023. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments or receipts required in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see note 5 to our condensed consolidated financial statements.


	Payments (receipts) due during:														Total
	Remainder of 2023		2024		2025		2026		2027		2028		Thereafter
	in millions
Projected derivative cash payments (receipts), net:
Interest-related (a)	$	(25.4)	$	(103.2)	$	(63.7)	$	(102.1)	$	(102.1)	$	(61.8)	$	(24.2)	$	(482.5)
Other (b)	6.9		11.2		1.8		—		—		—		—		19.9
Total	$	(18.5)	$	(92.0)	$	(61.9)	$	(102.1)	$	(102.1)	$	(61.8)	$	(24.2)	$	(462.6)

(a)Includes the interest-related cash flows of our interest rate derivative contracts.

(b)Includes amounts related to our foreign currency forward contracts.

Item 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Executives, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives.

As disclosed in our 2022 Form 10-K, we identified material weaknesses in our internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable new or enhanced controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. Our management, with the participation of the Executives, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2023. As remediation is not completed, the Executives concluded that our disclosure controls and procedures continue to be ineffective as of September 30, 2023.

Management’s Remediation Plans

Management, with oversight from the Audit Committee of the Board of Directors, is continuing to implement the remediation plans as disclosed in our 2022 Form 10-K. We believe that these actions and the improvements we expect to achieve, when fully implemented, will strengthen our internal control over financial reporting and remediate the material weaknesses identified.

Changes in Internal Control over Financial Reporting

Except as listed below, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter, we made the following changes in our internal control over financial reporting:

•designed and implemented additional manual procedures and controls to enhance our internal control process through a combination of preventative and detective controls;

•migration of customers to one customer relationship management billing system for one of our segments to reduce the number of systems and standardize related processes and controls; and

•held trainings to reinforce control concepts and responsibilities for control performers.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, our subsidiaries and affiliates have become involved in litigation relating to claims arising out of their operations in the normal course of business. For additional information, see note 16 to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q.

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 22, 2022, our Directors approved the Share Repurchase Program. This authorized us to repurchase from time to time up to $200 million of our Class A common shares and/or Class C common shares through December 2024. On May 8, 2023, our Directors approved an additional $200 million for the repurchase of our Class A common shares and/or Class C common shares under the Share Repurchase Program through December 2025 through open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means. The Share Repurchase Program does not obligate us to repurchase any of our Class A or C common shares.

The following table sets forth information concerning our company’s purchase of its own equity securities during the three months ended September 30, 2023 (in millions, except per share amounts). Due to rounding, the total number of shares purchased during the quarter may not recalculate.


Period	Total number of shares purchased	Average price paid per share (a)		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs

July 1, 2023 through July 31, 2023:
Class A	—	$	—	—	(b)
Class C	1.2	$	8.38	1.2
August 1, 2023 through August 31, 2023:
Class A	0.2	$	8.97	0.2	(b)
Class C	0.9	$	8.62	0.9
September 1, 2023 through September 30, 2023:
Class A	0.5	$	8.40	0.5	(b)
Class C	0.7	$	8.34	0.7
Total – July 1, 2023 through September 30, 2023:
Class A	0.7	$	8.56	0.7	(b)
Class C	2.8	$	8.45	2.8

(a)Average price paid per share includes direct acquisition costs.

(b)At September 30, 2023, the remaining amount authorized for repurchases under the Share Repurchase Program was $146 million.

Item 5. OTHER INFORMATION

During the three months ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. EXHIBITS

Listed below are the exhibits filed as part of this Quarterly Report on Form 10-Q (according to the number assigned to them in Item 601 of Regulation S-K):


31.1			Certification of President and Chief Executive Officer.*
31.2			Certification of Senior Vice President and Chief Financial Officer (Principal Financial Officer).*
32			Section 1350 Certifications.**
101.SCH			XBRL Inline Taxonomy Extension Schema Document.*
101.CAL			XBRL Inline Taxonomy Extension Calculation Linkbase Document.*
101.DEF			XBRL Inline Taxonomy Extension Definition Linkbase.*
101.LAB			XBRL Inline Taxonomy Extension Label Linkbase Document.*
101.PRE			XBRL Inline Taxonomy Extension Presentation Linkbase Document.*
104			Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		LIBERTY LATIN AMERICA LTD.

Dated:	November 9, 2023	/s/ BALAN NAIR
		Balan Nair President and Chief Executive Officer

Dated:	November 9, 2023	/s/ CHRISTOPHER NOYES
		Christopher Noyes Senior Vice President and Chief Financial Officer