What changed in this filing

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Item 1A. Risk Factors

2022-02-23 compared with 2021-03-01 · 84 added, 70 removed, 545 unchanged (22% of the section changed)

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• risks that relate to certain financial matters;

• risks related to climate change;

• risks relating to our corporate history and structure;

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The markets for cable television, broadband internet, telephony and mobile services are highly competitive.

In the provision of video services, we face competition from FTA and digital terrestrial television ( DTT ) broadcasters, DTH satellite providers, networks using DSL , VDSL or vectoring technology, Multi-channel Multipoint Distribution System operators, FTTx networks, OTT content providers, and, in some countries where parts of our systems are overbuilt, cable networks, among others.

In the provision of video services, we face competition from FTA and DTT broadcasters, DTH satellite providers, networks using DSL , VDSL or vectoring technology, Multi-channel Multipoint Distribution System operators, FTTH networks, OTT content providers, and, in some countries where parts of our systems are overbuilt, with cable & fiber-to-the-home/-cabinet/-building/-node networks, among others.

Our operating businesses are facing increasing competition from video services provided by, or over the networks of, other telecommunications operators and service providers.

As the availability and speed of broadband

internet increases, we also face competition from OTT providers, including telephony providers such as WhatsApp, utilizing our or our competitors’ high-speed internet connections.

As the availability and speed of broadband internet increases, we also face competition from OTT providers, including telephony providers such as WhatsApp, utilizing our or our competitors’ high-speed internet connections.

Some of these providers offer services without charging a fee, which could erode relationships with customers and may lead to a downward pressure on prices and returns for telecommunication services providers.

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In many countries, we also compete with other facilities-based operators and wireless providers.

Developments in wireless technologies, such as LTE (the next generation of ultra-high-speed mobile data) and WiFi, are creating additional competitive challenges.

Developments in wireless technologies, such as LTE , 5G (the next generation of ultra-high-speed mobile data) and WiFi, are creating additional competitive challenges.

In almost all cases, our licenses are not exclusive.

As a result, our competitors have similar licenses and have and may continue to build systems and provide services in areas in which we hold licenses.

In the case of cable- and broadband-enabled services, the existence of more than one cable system operating in the same territory is referred to as an “overbuild.” Overbuilds could increase competition or create competition where none existed previously, either of which could adversely affect our growth, financial condition and results of operations.

In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTx networks, DTT systems or other communications systems.

In the case of cable- and broadband-enabled services, the existence of more than one cable or fiber-to-the-home/-cabinet/-building/-node system operating in the same

territory is referred to as an “overbuild.” Overbuilds increase competition or create competition where none existed previously, either of which could adversely affect our growth, financial condition and results of operations.

In some of our markets, national and local government agencies may seek to become involved, either directly or indirectly, in the establishment of FTTH networks, DTT systems or other communications systems.

We intend to pursue available options to restrict such involvement or to ensure that such involvement is on commercially reasonable terms.

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Additions to our property and equipment, including in connection with Network Extensions , require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks as well as for related customer premises equipment.

Additionally, significant competition, the introduction of new technologies, the expansion of existing technologies, such as FTTx and advanced DSL technologies, the impact of natural disasters like hurricanes, or adverse regulatory developments could cause us to decide to undertake previously unplanned builds or upgrades of our networks and customer premises equipment.

Additionally, significant competition, the introduction of new technologies, the expansion of existing technologies, such as FTTH and advanced DSL technologies, the impact of natural disasters like hurricanes, or adverse regulatory developments could cause us to decide to undertake previously unplanned builds or upgrades of our networks and customer premises equipment.

No assurance can be given that any rebuilds, upgrades or extensions of our network will increase penetration rates, increase average monthly subscription revenue per average cable RGU or mobile subscriber, as applicable, or otherwise generate positive returns as anticipated, or that we will have adequate capital available to finance such rebuilds, upgrades or extensions.

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Additional financing may not be available on favorable terms, if at all, and our ability to incur additional debt will be limited by our debt agreements.

If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding, extending or upgrading our networks or making other planned or unplanned additions to our property

and equipment, or are delayed in making such investments, our growth could be limited and our competitive position could be harmed.

We depend almost exclusively on our relationships with third-party programming providers and broadcasters for programming content, and a failure to acquire a wide selection of popular programming on acceptable terms could adversely affect our business.

The success of our video subscription business depends, in large part, on our ability to provide a wide selection of popular programming to our subscribers.

We do not produce our own content and we depend on our agreements, relationships and cooperation with public and private broadcasters and collective rights associations to obtain such content.

If we fail to obtain a diverse array of popular programming for our pay television services, including a sufficient selection of HD channels as well as non-linear content (such as a selection of attractive VoD content and rights for ancillary services such as DVR s and catch up or ‘Replay’ services), on satisfactory terms, we may not be able to offer a compelling video product to our customers at a price they are willing to pay.

Additionally, we frequently negotiate and renegotiate programming agreements and our annual costs for programming can vary.

There can be no assurance that we will be able to renegotiate or renew the terms of our programming agreements on acceptable terms or at all.

If we are unable to obtain or retain attractively priced competitive content, demand for our television services could decrease, thereby limiting our ability to attract new customers, maintain existing customers and/or migrate customers from lower tier programming to higher tier programming.

Furthermore, we may be placed at a competitive disadvantage as certain OTT providers increasingly produce their own exclusive content and if certain of our competitors acquire exclusive programming rights, particularly with respect to popular sports.

If we are unable to, or elect not to, pay for costs associated with adding new customers, expanding, extending or upgrading our networks or making other planned or unplanned additions to our property and equipment, or are delayed in making such investments, our growth could be limited and our competitive position could be harmed.

We depend almost exclusively on our relationships with third-party programming providers, broadcasters and rights owners for programming content, and a failure to acquire desirable programming on acceptable terms could adversely affect subscriptions of our video services.

The success of our video subscription offerings depends, in large part, on our ability to offer a selection of popular and desirable programming.

We generally do not produce our own content and we therefore depend on our agreements and cooperation with public and private broadcasters, rights holders and collective rights associations to obtain such content.

If we fail to obtain desirable and popular programming for our pay television offerings, including linear channels as well as non-linear content (such as a selection of attractive VoD content and rights for ancillary services such as network DVR services), on satisfactory terms, we may not be able to offer a compelling product to our video customers at a price they are willing to pay.

Additionally, we periodically negotiate and renegotiate content agreements and our annual costs for programming can vary

as a result of these negotiations.

There can be no assurance that we will be able to renew the terms of our agreements on desirable terms or at all.

If we are unable to obtain or retain attractively priced content, demand for our video subscription services could decrease, thereby limiting our ability to attract new bundle customers to subscribe to video services and/or maintain existing video customers.

Furthermore, we may be placed at a competitive disadvantage as certain OTT providers increasingly produce their own exclusive content if certain of our providers also offering content directly to consumers restrict our access to valued content or if certain of our pay- TV competitors acquire exclusive programming rights, particularly with respect to sports.

We depend on third-party suppliers and licensors to supply and maintain necessary equipment, software and certain services required for our businesses.

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The hardware supporting a large number of critical systems for our cable network in a particular country or geographic region is housed in a relatively small number of locations.

Our systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources, including a cut in our terrestrial network or subsea cable network, telecommunications failures, power loss, malicious human acts, security flaws and natural disasters.

Our systems and equipment (including our routers and set-top boxes) are vulnerable to damage or security breach from a variety of sources,

including a cut in our terrestrial network or subsea cable network, telecommunications failures, power loss, malicious human acts, security flaws as well as natural disasters and extreme weather events as a result of climate change.

In particular, our systems and equipment are in regions prone to hurricanes, earthquakes and other natural disasters, and they have been impacted by hurricanes in the recent past.

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Although we have not detected a material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future.

We engage in a variety of preventive measures at an increased cost to us, in order to reduce the risk of cyberattacks and safeguard our infrastructure and confidential customer information, but as with all companies, these measures may not be sufficient for all eventualities and there is no guarantee that they will be adequate to safeguard against all cyberattacks, system compromises or misuses of data.

We engage in a variety of preventive measures (in terms of people, processes and technology) at an increased cost to us, in order to reduce the risk of cyberattacks and safeguard our infrastructure and confidential customer information, but as with all companies, these measures may not be sufficient for all eventualities and there is no guarantee that they will be adequate to safeguard against all cyberattacks, system compromises or misuses of data.

If hackers or cyberthieves gain improper access to our or our vendors’ technology systems, networks, or infrastructure, they may be able to access, steal, publish, delete, misappropriate, modify or otherwise disrupt access to confidential customer or employee data or our or our customers’ business systems or networks.

Moreover, additional harm to customers or employees could be perpetrated by third parties who are given access to the confidential customer data or business systems or networks.

A network disruption (including one resulting from a cyberattack) could cause an interruption or degradation of service and diversion of management attention, as well as permit access, theft, publishing, deletion, misappropriation, or modification to or of confidential customer data or business systems or networks.

A network disruption (including one resulting from a cyberattack) could cause an interruption or degradation of service and

diversion of management attention, as well as permit access, theft, publishing, deletion, misappropriation, or modification to or of confidential customer data or business systems or networks.

Due to the evolving techniques used in cyberattacks to disrupt or gain unauthorized access to technology networks, we may not be able to anticipate or prevent such disruption or unauthorized access.

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Furthermore, billing and revenue generation for television services rely on the proper functioning of encryption systems.

respond to security breaches could raise concerns under our agreements with content providers, all of which could have a material adverse effect on our business and results of operations.

While we continue to invest in measures to manage unauthorized access to our networks, any such unauthorized access to our cable television service could result in a loss of revenue, and any failure to respond to security breaches could raise concerns under our agreements with content providers, all of which could have a material adverse effect on our business and results of operations.

If we are unable to retain key employees, our ability to manage our business could be adversely affected.

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We believe these insurance programs are an effective way to protect our assets against these risks.

However, the potential damage that could arise from a natural catastrophe event or events in the future could exceed the coverage provided by such programs.

However, the potential damage that could arise from a natural catastrophe event or events in the future could

exceed the coverage provided by such programs.

In addition, our insurance carriers have in the past sought and may in the future seek to rescind or deny coverage with respect to pending or future claims related to such natural catastrophe damage.

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Risks that Relate to Our Operating in Overseas Markets and Being Subject to Foreign and Domestic Regulation

Our businesses are conducted almost exclusively outside of the U.S., which gives rise to numerous operational risks.

Our businesses operate almost exclusively in countries outside the U.S., and we have substantial physical assets and derive a substantial portion of our revenues from operations in Latin America and the Caribbean.

A substantial portion of our businesses is conducted outside of the U.S., which gives rise to numerous operational risks.

A substantial portion of our business operates in countries outside the U.S., and we have substantial physical assets and derive a substantial portion of our revenues from operations in Latin America and the Caribbean.

Therefore, we are subject to the following inherent risks:

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78% of voters approved a proposal to adopt a new constitution and 79% approved a proposal to call a new constitutional convention (without participation of existing representatives in the Chilean Congress).

Chile has scheduled another national vote on April 11, 2021 to elect the members of the constitutional convention.

Chile held an election for members of the constitutional convention between May 15 and 16, 2021 with 78% of the 2020 national plebiscite voted to write a new constitution.

On December 20, 2021, former student protest leader and progressive politician, Gabriel Boric, was declared the winner of Chile’s presidential election.

Boric is set to take office in March 2022.

Chile anticipates holding another national vote in August 2022 to approve the new constitution.

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Each of these factors could, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations and prospects.

Moreover, in many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the U.S.

Foreign Corrupt Practices Act ( FCPA ) and similar laws.

Although our subsidiaries and business affiliates have undertaken, and will continue to undertake, compliance efforts with respect to these laws, their respective employees, contractors and agents, as well as those companies to which they outsource

certain of their business operations, may take actions in violation of their policies and procedures.

Moreover, in many foreign countries, particularly in certain developing economies, it is not uncommon to encounter business practices that are prohibited by certain regulations, such as the FCPA and similar laws.

Any such violation could result in penalties imposed on, and adversely affect the reputation of, these subsidiaries and business affiliates.

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For example, certain of our companies provide (and may in the future provide), directly or indirectly, certain services to governmental entities in Cuba ( e.g.

, C&W sells IP and international transport telecommunication services to La Empresa de Telecomunicaciones de Cuba S.A.

( ETECSA ), the Cuba state-owned telecommunications provider and to three international telecommunications providers that in turn sell telecom services to ETECSA ).

, C&W sells IP and international transport telecommunication services to ETECSA , the Cuba state-owned telecommunications provider and to three international telecommunications providers that in turn sell telecom services to ETECSA ).

All these services are provided outside of Cuba and the provision of non-facilities based telecom services to Cuba are permissible under a general license from OFAC .

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If conditions are imposed and we fail to meet them in a timely manner, the governmental authority may impose fines and, if in connection with an acquisition transaction, may require restorative measures, such as mandatory disposition of assets or divestiture of operations, similar to the divestiture with respect to the AT&T Acquisition .

The acquisition of C&W in May 2016 triggered regulatory approval requirements in certain jurisdictions in which C&W operates.

The regulatory authorities in all of these jurisdictions, except for Trinidad and Tobago, have completed their review of the May 16, 2016 acquisition of C&W (the C&W Acquisition ) and have granted their approval.

The acquisition of C&W in May 2016

triggered regulatory approval requirements in certain jurisdictions in which C&W operates.

The regulatory authorities in all of these jurisdictions, except for Trinidad and Tobago, have completed their review of the May 16, 2016 acquisition of C&W and have granted their approval.

While we expect to receive this outstanding approval, such approval may include binding conditions or requirements that could have an adverse impact on C&W ’s operations and financial condition.

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In Jamaica for example, the government recently announced an intention to explore the possibility of constructing its own national broadband backbone, connecting schools, hospitals, government ministries and fire and police stations.

Accordingly, our operations may be constrained by the

relevant political environment and may be adversely affected by such constraints, as well as by changes to the political structure or government in any of the markets in which we operate.

Accordingly, our operations may be constrained by the relevant political environment and may be adversely affected by such constraints, as well as by changes to the political structure or government in any of the markets in which we operate.

Future changes to regulation or changes in political administrations or a significant deterioration in our relationship with relevant regulators in the jurisdictions in which we operate, as well as failure to acquire and retain the necessary consents and approvals or in any other way comply with regulatory requirements, or excessive costs of complying with new or more onerous regulations and restrictions could have a material adverse effect on our business, reputation, financial condition, results of operations and prospects.

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While these licenses, and other licenses that we possess, enable us to offer mobile data services today, as technology develops and customer needs change, it may be necessary to acquire new spectrum or other licenses in the future to provide us with additional capacity and/or offer new technologies or services.

While we actively engage with regulators and governments to ensure that our spectrum needs are met, there can be no guarantee that future spectrum licenses will be made available in certain or all territories or that they will be made available on commercially viable terms.

made available on commercially viable terms.

We will likely require additional spectrum licenses for LTE networks, and there may be competition for their acquisition.

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We cannot be certain that we will be successful in acquiring new businesses or integrating acquired businesses with our existing operations, or that we will achieve the expected returns on our acquisitions.

Part of our business strategy is to grow and expand our businesses, in part, through selective acquisitions that enable us to take advantage of existing networks, local service offerings and region-specific management expertise.

Part of our business strategy is to grow and expand our businesses, in part, through selective acquisitions, such as the Claro Panama Acquisition, that enable us to take advantage of existing networks, local service offerings and region-specific management expertise.

Our ability to acquire new businesses may be limited by many factors, including availability of financing, debt covenants, the prevalence of complex ownership structures among potential targets, government regulation and competition from other potential acquirers, including private equity funds.

Even if we are successful in acquiring new businesses, the integration of these businesses, such as in the AT&T Acquisition and Telefonica-Cost Rica Acquisition, may present significant costs and challenges associated with:

Even if we are successful in acquiring new businesses, the integration of these businesses, such as in the AT&T Acquisition and Telefónica Costa Rica Acquisition , may present significant costs and challenges associated with:

realizing economies of scale in interconnection, programming and network operations;

eliminating duplicative overheads;

integrating personnel, networks, financial systems and operational systems;

migrating our acquired businesses’ customers to our systems;

integrating personnel, networks, financial systems and operational systems and building new mobile cores and IT stacks;

greater than anticipated expenditures required for compliance with regulatory standards or for investments to improve operating results;

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While we actively engage with the applicable governments and other regulatory bodies in advance of the expiry of our licenses, concessions and operating agreements, there can be no guarantee that when such licenses, concessions and operating agreements expire, we will be able to renew them on similar or commercially viable terms, or at all.

For instance, C&W ’s licenses in the Cayman Islands and the Turks and Caicos Islands are scheduled to expire in the next year;

however, we have already applied for renewals in both jurisdictions.

For instance, C&W ’s licenses in the British Virgin Islands, the Cayman Islands, Antigua and the Turks and Caicos Islands are in the process of being renewed on the same terms and conditions as before.

In addition, in some of the ECTEL states, we are operating under expired licenses and have applied for renewal of such licenses.

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Further, a number of our operating licenses include change of control clauses, which may be triggered by the sale of a business to which those clauses relate, or certain types of corporate restructurings.

Some of these change of control clauses may restrict our

strategic options, including the ability to complete any potential disposal of individual businesses, a combination of businesses or the entire company unless a consent or waiver is obtained, and, if triggered, may lead to some licenses being terminated.

Some of these change of control clauses may restrict our strategic options, including the ability to complete any potential disposal of individual businesses, a combination of businesses or the entire company unless a consent or waiver is obtained, and, if triggered, may lead to some licenses being terminated.

Failure to hold or to continue to hold or obtain the necessary licenses, concessions and other operating agreements required to operate our businesses could have a material adverse effect on our business, financial condition, results of operations and prospects.

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Any such material changes could cause a material change in our effective tax rate.

Further changes in the tax laws of the foreign jurisdictions in which we operate could arise as a result of the base erosion and profit shifting project being undertaken by the Organization for Economic Cooperation and Development ( OECD ) .

Further changes in the tax laws of the foreign jurisdictions in which we operate could arise as a result of the base erosion and profit shifting project being undertaken by the OECD .

The OECD, which represents a coalition of member countries that includes Chile and the United States, has undertaken studies and is publishing action plans that include recommendations aimed at addressing what they believe are issues within tax systems that may lead to tax avoidance by companies.

The OECD has extended inclusion to non- OECD countries under their Inclusive Framework on Base Erosion and Profit Shifting ( BEPS ), bringing together over 100 countries to collaborate on the implementation of the OECD BEPS Package.

The OECD has extended inclusion to non- OECD countries under their Inclusive Framework on BEPS , bringing together over 100 countries to collaborate on the implementation of the OECD BEPS Package.

This framework allows interested countries and jurisdictions to work with the OECD and G20 members on developing standards on BEPS -related issues and reviewing and monitoring the implementation of the whole BEPS Package.

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It is possible that additional jurisdictions in which we do business could react to these initiatives or their own concerns by enacting tax legislation that could adversely affect us or our shareholders through increasing our tax liabilities.

In particular, the OECD has recently proposed a provision to impose a minimum tax rate of 15%, among other provisions, and as of 2021 more than 140 countries have tentatively signed on to the framework.

As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain.

Failure to comply with anti-corruption laws and regulations, such as the FCPA.

Our operations, particularly in countries that have a perceived elevated risk of public corruption, expose us to a certain degree of exposure for violations of, among other anti-corruption laws, the FCPA .

Although we forbid our employees and agents from violating the FCPA and other applicable anti-corruption laws and regulations and have implemented a compliance program to prevent and detect violations of the FCPA and other applicable anti-corruption laws and regulations, there remains some degree of risk that improper conduct could occur, thereby exposing our company to potential liability and the costs associated with investigating potential misconduct.

Risks that Relate to Certain Financial Matters

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Additionally, certain of our product shipments from vendors may be delayed.

If such a disruption were to extend over a prolonged period, it could have an impact on the continuity of our supply chain.

If such a disruption were to extend over a prolonged period, it could have an impact on the continuity of our supply chain and our ability to build or upgrade our networks and customer premises equipment generally.

Any disruption resulting from similar events on a larger scale or over a prolonged period could cause significant delays in shipments of products until we are able to resume such shipments or shift from the affected contractor or vendor to another third-party vendor.

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As of December 31, 2021, the impact of COVID-19 has had a significant impact on our results of operations, financial position, cash flows and liquidity.

The extent of the impact of the continued outbreak on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, vaccine rollouts, the impact on our customers and our sales cycles, the impact on our employees, and the effect on our vendors, all of which are uncertain and cannot be predicted.

The extent of the impact of the continued outbreak on our operational and financial performance will depend on certain developments, including the emergence and spread of new COVID-19 variants, vaccine rollouts, the impact on our customers and our sales cycles, the impact on our employees, and the effect on our vendors, all of which are uncertain and cannot be predicted.

The outbreak has resulted in systemic disruption of the worldwide equity markets, and the market values of our publicly-traded equity declined significantly beginning in late February 2020.

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Additionally, our ability to execute on cost-cutting measures and organizational change initiatives may impact our financial performance and results of operations, including less-than-anticipated cost savings.

For instance, in the event demand for our products or services continue to be reduced as a result of the COVID-19 pandemic and related economic impacts, we may need to assess different corporate actions, organizational change initiatives, and cost-cutting measures, including reducing our workforce, reducing our operating and capital costs, or closing one or more of our retail stores, offices or facilities, and these actions could cause us to incur costs and expose us to other risks and inefficiencies, including whether we would be able to rehire our workforce or recommence operations at such facilities if our business experiences a subsequent recovery.

our business experiences a subsequent recovery.

Also, the expansion of our new Operations Center in Panama City, Panama, which is one of our key organizational change initiatives, may continue to be impacted as a result of the COVID-19 pandemic.

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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.

However, as our debt maturities are predominantly 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.

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Our ability to meet our debt service obligations or to refinance our debt, depends on our future operating and financial performance, which will be affected by our ability to successfully implement our business strategy as well as general macroeconomic, financial, competitive, regulatory and other factors beyond our control.

In addition, we are dependent on customers, in particular local, municipal and national governments and agencies, to pay us for the services we provide in order for us to generate cash to meet our debt service obligations and to maintain our business.

In addition, we are dependent on customers, and, in particular local, municipal and national governments and agencies, to pay us for the services we provide in order for us to generate cash to meet our debt service obligations and to maintain our business.

Accordingly, we are exposed to the risk that our government customers could default on their obligations to us and we cannot rule out the possibility that unexpected circumstances in a particular country’s economic condition may render such government unable to meet its obligation to us.

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In that event, borrowings under other debt agreements or instruments that contain cross-default or cross-acceleration provisions with respect to other indebtedness of relevant members of each of our four borrowing groups (i.e.

C&W , VTR , Cabletica, and Liberty Puerto Rico ) may become payable on demand and we may not have sufficient funds to repay all of our debts.

C&W , VTR , Costa Rica, and Liberty Puerto Rico ) may become payable on demand and we may not have sufficient funds to repay all of our debts.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.

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A severe disruption in the global financial markets could impact some of the financial institutions with which we do business, and such instability could also affect our access to financing.

In particular, we are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to the London Interbank Offered Rate ( LIBOR ) or other base rates.

In particular, we are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to LIBOR or other base rates.

Although we enter into various derivative transactions to manage exposure to movements in interest rates, there can be no assurance that we will be able to continue to do so at a reasonable cost or at all.

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Regulators in the U.K.

have announced that LIBOR will be phased out by the end of 2021.

phased out LIBOR in 2021.

On November 30, 2020, the administrator of U.S.

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Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021.

Additionally, the European Money Markets Institute (the authority that administers the Euro Interbank Offered Rate ( EURIBOR )) has announced that measures will need to be undertaken by the end of 2021 to reform EURIBOR to ensure compliance with E.U.

Additionally, the European Money Markets Institute (the authority that administers EURIBOR) has announced that measures will need to be undertaken by the end of 2021 to reform EURIBOR to ensure compliance with E.U.

Benchmarks Regulation.

Currently, it is not possible to predict the exact transitional arrangements for calculating applicable reference rates that may be made in the U.K., the U.S., the Eurozone or elsewhere given that a number of outcomes are possible, including the cessation of the publication of one or more reference rates.

Currently, it is not possible to predict the exact transitional arrangements for calculating applicable reference rates that may be made in the U.S., the Eurozone or elsewhere given that a number of outcomes are possible, including the cessation of the publication of one or more reference rates.

Our loan documents contain provisions that contemplate alternative calculations of the base rate applicable to our LIBOR-indexed debt to the extent LIBOR is not available, which alternative calculations we do not anticipate will be materially different from what would have been calculated under LIBOR.

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In addition, most of our operations are in developing economies, which historically have experienced more volatility in their general economic conditions.

The impact of poor economic conditions, globally or at a local or national level in the countries and territories in which we operate, could have a material adverse effect on our business, financial condition, results of operations.

We are exposed to sovereign debt and currency instability risks that could have an adverse impact on our liquidity, financial condition and cash flows.

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As further described in note 8 to our consolidated financial statements, during the years ended December 31, 2021, 2020 and 2019, we incurred significant goodwill impairments.

If, among other factors, (i) our equity values were to decline significantly or (ii) the adverse impacts of competition, economic, regulatory or other factors, including macro-economic and demographic trends, were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of the goodwill and, to a lesser extent, other long-lived assets of C&W, including C&W Panama.

If, among other factors, (i) our equity values were to decline significantly or (ii) the adverse impacts stemming from COVID-19, competition, economic, regulatory or other factors, including macro-economic and demographic trends, were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of the goodwill and, to a lesser extent, other long-lived assets of our C&W Caribbean and Networks segment or our C&W Panama segment.

Any such impairment charges could be significant.

Risks Relating to Climate Change

We may face increased costs, limitations of our operations and other adverse impacts from international climate change treaties and accords or national climate-change regulation and legislation.

Federal, state and local governments in our operating markets may adopt international climate change treaties or accords or adopt local climate change legislation or regulation that impair our ability to construct certain facilities and infrastructure necessary to operate our business in certain locations or may impose additional costs of construction, operation or disposal of products used in our operations.

As a result of the adoption of international climate treaties or accords or local climate change legislation or regulation outside of our operating markets, we may face shortages of components necessary to our business or face increased costs for the acquisition or disposition of certain products necessary to our business.

We may face the loss of certain market, customers or significant financial loss due to the physical impacts of climate change.

Given the location of our operations in the Caribbean and in Latin America, we may face the loss of certain markets or customers or the availability of labor due to impacts caused by sea level rise, distortion of historical rainfall patterns, fire or other adverse impacts of climate change.

Additionally, we may face higher losses of property, plant and equipment, customers and revenue, disruptions in our operations and supply chain, and incur additional costs, which may not be covered by insurance, as the result of damage caused in our markets by severe weather phenomena, such as hurricanes, floods and fires.

The impact of any one or all of the foregoing factors may adversely affect our financial condition and results of operations.

Risks Relating to our Corporate History and Structure

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Zinterhofer, have financial interests in Liberty Global as a result of their ownership of Liberty Global ordinary shares and/or equity awards.

As a result of these multiple fiduciary duties and financial interests, these directors and executive officers may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties or in which they have financial interests.

As a result of these multiple fiduciary duties and financial interests, these directors

and executive officers may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties or in which they have financial interests.

Our bye-laws provide that, to the fullest extent permitted by applicable law, we have waived and renounced on behalf of ourselves and our subsidiaries any breach of a fiduciary duty by each of our directors by reason of the fact that such person directs a corporate opportunity to another person or entity (such as Liberty Global ) instead of the company, or does not refer or communicate information regarding such corporate opportunity to the company, unless such opportunity was expressly offered to such person solely in his or her capacity as a director of our company and such opportunity relates to a line of business in which we or any of our subsidiaries are then directly engaged.

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From time to time, we may enter into transactions with Liberty Global and/or any of its subsidiaries or other affiliates.

In the event of any potential conflict that

qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) involving Liberty Global and/or any of its subsidiaries or other affiliates, the audit committee or another independent body of Liberty Latin America would be required to review and approve the transaction.

In the event of any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) involving Liberty Global and/or any of its subsidiaries or other affiliates, the audit committee or another independent body of Liberty Latin America would be required to review and approve the transaction.

If the potential conflict or transaction involved an executive officer of Liberty Latin America , the audit committee of our company would be the independent committee charged by our corporate governance guidelines with this duty, and if the potential conflict or transaction involved a director of Liberty Latin America , a committee of the disinterested independent directors of Liberty Latin America would be the independent committee charged by our corporate governance guidelines with this duty.

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• the existence of authorized and unissued shares which would allow our board to issue shares to persons friendly to current management, thereby protecting the continuity of its management, or which could be used to dilute the share ownership of persons seeking to obtain control of us.

Although our Class B common shares are eligible to trade on the OTC Grey Markets, there is no meaningful trading market for these shares and the market price of these shares is subject to volatility.

Although our Class B common shares are eligible to trade on the OTC Markets, there is no meaningful trading market for these shares and the market price of these shares is subject to volatility.

Our Class B common shares are not widely held, with over 75% of such outstanding shares beneficially owned by John C.

Malone, a director emeritus of our company.

Although our Class B common shares are eligible to trade on the OTC Grey Markets, they are sparsely traded and do not have an active trading market.

The OTC Grey Markets tend to be highly illiquid, in part, because there is no national quotation system by which potential investors can track the market price of shares.

Market securities do not have bid or ask quotations in the OTC Link system or the OTC Bulletin Board.

Broker-dealers must report OTC Grey Market trades to the Financial Industry Regulatory Authority, and therefore trade data is available on http://www.otcmarkets.com and other public sources.

As a result, trading in the OTC Grey Markets is generally much more limited than trading on any national securities exchange.

There is also a greater chance of market volatility for securities that trade on the OTC Grey Markets as opposed to a national exchange or quotation system due to many factors, including, among other things, a lack of readily available price quotations, lower trading volume, absence of consistent administrative supervision of “bid” and “ask” quotations and similar market conditions.

Although our Class B common shares are eligible to trade on the OTC Markets, they are sparsely traded and do not have an active trading market.

The OTC Markets provide an inter-dealer automated quotation system for equity securities that is not a national securities exchange.

As a result, trading in the OTC Markets is generally much more limited than trading on any national securities exchange.

There is also a greater chance of market volatility for securities that trade on the OTC Markets as opposed to a national exchange.

Each Class B common share is convertible, at any time at the option of the holder, into one Class A common share.

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With respect to a Bermuda company’s directors, there is no requirement for shareholder approval for transactions between directors and companies or their subsidiaries of which they are directors (except in the case of loans, guarantees or the provision of security by a company to its directors or certain connected persons in their personal capacity).

In addition, the rights of our shareholders and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in other jurisdictions, where directors’ duties are sometimes codified under applicable law.

addition, the rights of our shareholders and the fiduciary responsibilities of our directors under Bermuda law are not as clearly established as under statutes or judicial precedent in other jurisdictions, where directors’ duties are sometimes codified under applicable law.

Therefore, our shareholders may have more difficulty protecting their interests than would shareholders of a public company incorporated in another jurisdiction.

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and our independent auditors are required to issue an audit opinion on our internal control over financial reporting.

As of December 31, 2020, we did not maintain effective adequate internal control over financial reporting attributable to certain identified material weaknesses.

As of December 31, 2021, we did not maintain effective internal control over financial reporting attributable to certain identified material weaknesses.

We describe these material weaknesses in Item 9A.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors