3 unchanged sentences
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.
−Removed: Our management, with the participation of the Executives, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.
+Added: Our management, with the participation of the Executives, evaluated the design and effectiveness of our disclosure controls and procedures as of December 31, 2021.
Based on that evaluation, the Executives concluded that our disclosure controls and procedures are not effective as of December 31, 2021 due to material weaknesses in internal control over financial reporting, as described below.
1 unchanged sentence
Management’s Annual Report on Internal Control over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
4 unchanged sentences
Our management, with the participation of the Executives and Board of Directors, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2021, using the criteria in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Our evaluation of
−Removed: internal control over financial reporting did not include the internal control over financial reporting of the AT&T Acquired Entities, which were acquired in 2020.
−Removed: The amount of total assets and revenue included in our consolidated financial statements as of and for the year ended December 31, 2020 that is attributable to the AT&T Acquired Entities was $2,707 million and $174 million, respectively.
+Added: Our evaluation of internal control over financial reporting did not include the internal control over financial reporting of the Telefónica Costa Rica Acquisition and the Broadband VI, LLC Acquisition , which were acquired in 2021.
+Added: The amount of total assets and revenue included in our consolidated financial statements as of and for the year ended December 31, 2021 that is attributable to the Telefónica Costa Rica Acquisition and the Broadband VI, LLC Acquisition was $807 million and $112 million, respectively.
In our Annual Report on Form 10-K for our fiscal year ended December 31, 2018, management identified the following material weaknesses in internal control over financial reporting, which continue to exist as of December 31, 2021:
−Removed: • The Company did not have a sufficient number of trained resources with the appropriate skills and knowledge with assigned responsibilities and accountability for the design and operation of internal controls over financial reporting.
−Removed: • The Company did not have an effective risk assessment process that successfully identified and assessed risks of misstatement to ensure controls were designed and implemented to respond to those risks.
−Removed: The Company did not adequately communicate the changes necessary in financial reporting and related internal controls throughout its organization and to affected third parties.
−Removed: • The Company did not have an effective monitoring process to assess the consistent operation of internal control over financial reporting and to remediate known control deficiencies.
+Added: • The Company did not have a sufficient number of resources with the appropriate skills and knowledge to adequately support the organization in the operation of internal controls over financial reporting.
• The Company did not have an effective information and communication process to identify, capture, and process relevant information necessary for financial accounting and reporting.
−Removed: • The Company did not i) establish effective general information technology controls ( GITCs ), specifically program change controls and access controls, commensurate with financial and IT personnel job responsibilities that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over all financial reporting, ii) have policies and procedures through which general information technology controls are deployed across the organization.
+Added: • The Company did not i) have an effective IT risk assessment process that successfully identified and assessed risks associated with IT systems relevant to our financial reporting to ensure controls were designed and implemented to respond to those risks, ii) establish effective general information technology controls (GITCs), specifically program change controls and access controls, that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over all financial reporting;
+Added: and, iii) have policies and procedures through which general information technology controls are deployed across the organization.
Automated process-level controls and manual controls dependent upon the accuracy and completeness of information derived from information technology systems were also rendered ineffective because they are affected by the lack of GITCs.
6 unchanged sentences
We, with the oversight from the Audit Committee of the Board of Directors, continue to implement the remediation plans for the aforementioned material weaknesses in internal control over financial reporting as follows:
−Removed: • Hire additional individuals and retain employees with appropriate skills and experience and provide further training related to internal control over financial reporting and the design and implementation of information technology solutions.
−Removed: • Design and implement a comprehensive and continuous risk assessment process to identify and assess risks of material misstatement and ensure that the impacted financial reporting processes and related internal controls are properly designed and in place to respond to those risks in our financial reporting.
−Removed: • Implement monitoring controls to oversee the remediation and the consistent operation of control activities, including those performed by our service providers.
+Added: • Hire additional individuals with appropriate skills and experience.
• Enhance information and communication processes, including through information technology solutions of which include, but are not limited to, implementing new enterprise resource planning software, to ensure that information needed for financial reporting is accurate, complete, relevant, reliable, and communicated in a timely manner.
−Removed: • Design and implement GITCs, including the system development lifecycle controls, and ensure they are operating effectively to support process-level automated and manual control activities that are dependent upon information derived from IT systems.
+Added: • Complete our IT risk assessment process and design and implement GITCs, including program change controls and access controls, that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over financial reporting, and ensure they are operating effectively to support process-level automated and manual control activities that are dependent upon information derived from IT systems.
• Enhance the design of existing control activities and implement additional process-level control activities (including controls over the order-to-cash, procure-to-pay, hire-to-pay, long-lived assets, inventory, and other financial reporting processes) and ensure they are properly evidenced and operating effectively.
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 remaining material weaknesses.
+Added: Remediation of Material Weaknesses
+Added: Based on the remediation actions we completed and our testing of the control improvements implemented as of December 31, 2021, we believe the following material weaknesses disclosed as of December 31, 2020 no longer exist:
+Added: • The company did not provide sufficient training related to internal control over financial reporting and the design and implementation of information technology solutions.
+Added: • The Company did not have an effective risk assessment process that successfully identified and assessed risks of misstatement to ensure controls were designed and implemented to respond to those risks.
+Added: The Company did not adequately communicate the changes necessary in financial reporting and related internal controls throughout its organization and to affected third parties.
+Added: • The Company did not have an effective monitoring process to assess the consistent operation of internal control over financial reporting and to remediate known control deficiencies.
+Added: Throughout fiscal year 2021, we implemented the following measures which resulted in the remediation of these material weaknesses during the year ended December 31, 2021:
+Added: • Enhanced our training programs related to internal controls over financial reporting and the design and implementation of information technology solutions and held trainings to reinforce control concepts and responsibilities for control performers.
+Added: • Hired third-party resources to assist in training and coaching existing personnel regarding control design and execution, designing and implementing new controls, and monitoring the execution of internal controls over financial reporting.
+Added: • Enhanced our risk assessment process to include continuous activities to identify and assess risks of material misstatement to ensure that internal controls over financial reporting were designed and implemented or will be implemented to mitigate those risks.
+Added: • Designed and implemented a process to ensure that changes in financial reporting and related internal controls are identified and communicated throughout the Company and to affected third parties.
+Added: • Designed and implemented monitoring processes to ensure the consistent operation of internal control over financial reporting and to remediate known control deficiencies.
+Added: • Created and published policies and procedures through which general information technology controls can be deployed across the organization.
We are committed to making further progress in our remediation efforts during 2022;
3 unchanged sentences
During our fourth quarter, changes in our internal control over financial reporting include that we:
−Removed: • implemented additional procedures and controls to enhance our internal control process through a combination of preventative and detective controls,
−Removed: • developed specific roles and responsibilities for certain internal control activities of the Technology and Information group at two of our components,
−Removed: • provided personal coaching regarding performance of business process controls and GITCs,
−Removed: • designed and implemented certain manual controls to support the newly implemented enterprise resource planning software at two of our components;
−Removed: • designed and implemented certain GITCs for the IT systems used at two of our components.
+Added: • designed and implemented a process to ensure that changes in financial reporting and related internal controls are identified and communicated throughout the Company and to affected third parties,
+Added: • designed and implemented monitoring processes to ensure the consistent operation of internal control over financial reporting and to remediate known control deficiencies,
+Added: • designed and implemented additional manual procedures and controls to enhance our internal control process through a combination of preventative and detective controls,
+Added: • hired additional accounting, finance, and technology and information resources to design, implement, and perform internal controls over financial reporting,
+Added: • hired third-party resources to assist in training and coaching existing personnel regarding control design and execution, designing and implementing new controls, and monitoring the execution of internal controls over financial reporting,
+Added: • hired additional technology and information compliance staff to design, implement, and monitor the execution of general IT controls, including the system development lifecycle process,
+Added: • enhanced our risk assessment process to include activities to identify and assess risks of material misstatement to ensure that internal controls over financial reporting were designed to mitigate those risks and certain controls were designed or enhanced and implemented to mitigate the assessed risks,
+Added: • created and published policies and procedures through which general information technology controls can be deployed across the organization;
+Added: • created templates and control guidance to facilitate compliance with control activities and held trainings to reinforce control concepts and responsibilities for control performers.
OTHER INFORMATION
Not applicable.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
Report of Independent Registered Public Accounting Firm
5 unchanged sentences
In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule I (collectively, the consolidated financial statements), and our report dated March 1, 2021 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired AT&T Mobility Puerto Rico Inc., AT&T Mobility Virgin Islands Inc.
−Removed: & Beach Holding Corporation (the AT&T Acquired Entities) during 2020, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, the AT&T Acquired Entities’ internal control over financial reporting associated with total assets of $2,707 million and total revenues of $174 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2020.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the AT&T Acquired Entities.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2022 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weaknesses have been identified and included in management’s assessment:
−Removed: • The Company did not have a sufficient number of trained resources with the appropriate skills and knowledge with assigned responsibilities and accountability for the design and operation of internal controls over financial reporting.
−Removed: • The Company did not have an effective risk assessment process that successfully identified and assessed risks of misstatement to ensure controls were designed and implemented to respond to those risks.
−Removed: The Company did not adequately communicate the changes necessary in financial reporting and related internal controls throughout its organization and to affected third parties.
−Removed: • The Company did not have an effective monitoring process to assess the consistent operation of internal control over financial reporting and to remediate known control deficiencies.
+Added: The material weaknesses described below have been identified and included in management’s assessment:
+Added: • The Company did not have a sufficient number of resources with the appropriate skills and knowledge to adequately support the organization in the operation of internal controls over financial reporting.
• The Company did not have an effective information and communication process to identify, capture and process relevant information necessary for financial accounting and reporting.
−Removed: • The Company did not i) establish effective general information technology controls (GITCs), specifically program change controls and access controls, commensurate with financial and IT personnel job responsibilities that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over all financial reporting, ii) have policies and procedures through which general information technology controls are deployed across the organization.
+Added: • The Company did not i) have an effective IT risk assessment process that successfully identified and assessed risks associated with IT systems relevant to financial reporting to ensure controls were designed and implemented to respond to those risks, ii) establish effective general information technology controls (GITCs), specifically program change controls and access controls, that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over all financial reporting, iii) have policies and procedures through which general information technology controls are deployed across the organization.
Automated process-level controls and manual controls dependent upon the accuracy and completeness of information derived from information technology systems were also rendered ineffective because they are affected by the lack of GITCs.
−Removed: • The Company did not effectively design, implement and operate process-level control activities related to order-to-cash (including revenue, trade receivables, and deferred revenue), procure-to-pay (including operating expenses,
−Removed: prepaid expenses, accounts payable, and accrued liabilities), hire-to-pay (including compensation expense and accrued liabilities), long-lived assets, inventory, and other financial reporting processes.
+Added: • As a consequence, the Company did not effectively design, implement and operate process-level control activities related to order-to-cash (including revenue, trade receivables, and deferred revenue), procure-to-pay (including operating expenses, prepaid expenses, accounts payable, and accrued liabilities), hire-to-pay (including compensation expense and accrued liabilities), long-lived assets, inventory, and other financial reporting processes.
The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2021 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
+Added: The Company acquired Telefónica de Costa Rica TC, S.A.
+Added: and Broadband VI, LLC during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Telefónica de Costa Rica TC, S.A.
+Added: and Broadband VI, LLC’s internal control over financial reporting associated with total assets of $807 million and total revenues of $112 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.
+Added: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Telefónica de Costa Rica TC, S.A.
+Added: and Broadband VI, LLC.
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting in Item 9A.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
14 unchanged sentences
Denver, Colorado
−Removed: March 1, 2021
+Added: February 23, 2022
Report of Independent Registered Public Accounting Firm
3 unchanged sentences
We have audited the accompanying consolidated balance sheets of Liberty Latin America Ltd.
−Removed: and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three‑year period ended December 31, 2020, and the related notes and financial statement schedule I (collectively, the consolidated financial statements).
+Added: and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S.
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2021 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update No.
−Removed: 2016-02, Leases .
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2022 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
13 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Capitalization of costs into property and equipment
−Removed: As discussed in Note 3 to the consolidated financial statements, the Company capitalizes costs associated with the construction of new cable and mobile transmission and distribution facilities, the installation of new cable services and the development of software supporting its operations.
−Removed: Capitalization, rather than expensing of costs, may result in a more favorable operating income (loss) in a given year.
−Removed: As of December 31, 2020, the property and equipment, net balance was $4,911 million.
−Removed: We identified the assessment of external costs capitalized into property and equipment as a critical audit matter.
−Removed: A high degree of auditor judgment was required to assess the nature of the supporting documentation.
−Removed: Third party technology related invoices can lack specificity of the item acquired or activity performed to support that the costs qualified for capitalization.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: We selected a sample of costs capitalized and inspected the related invoices.
−Removed: For those invoices selected lacking specificity, we inspected additional underlying documentation, such as the related statement of work or contract.
−Removed: Valuation of goodwill for certain reporting units
−Removed: As discussed in Note 3 to the consolidated financial statements, the Company tests for impairment of goodwill at least annually and whenever facts and circumstances indicate that the carrying value of a reporting unit might exceed its fair value.
−Removed: Fair value of each reporting unit was measured using an income approach, utilizing a discounted cash flow model valuation technique.
+Added: Assessment of impairment of goodwill for certain reporting units
+Added: As discussed in Note 6 and 8 to the consolidated financial statements, the Company tests for impairment of goodwill at least annually and whenever facts and circumstances indicate that the carrying value of a reporting unit might exceed its fair value.
+Added: The fair value of each reporting unit was measured using an income approach, utilizing a discounted cash flow.
As of December 31, 2021, the goodwill balance was $3,948 million and the Company recorded impairments totaling $605 million.
−Removed: We identified the assessment of the fair value of certain reporting units as a critical audit matter.
+Added: We identified the assessment of impairment of goodwill for certain reporting units as a critical audit matter.
There was a high degree of subjective auditor judgment required in assessing the Company’s key assumptions in measuring the fair value.
1 unchanged sentence
For these reporting units, certain valuations were sensitive to minor changes in these inputs which could have a significant impact on the estimated fair value.
+Added: Additionally, the audit effort associated with this estimate required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We performed procedures to test the projected revenues, direct costs, operating expenses, and capital expenditures by comparing them with the historical results of the respective reporting unit and assessing the impacts of internal and/or external economic factors considering the available information.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s assessment of impairment of goodwill.
+Added: These include controls over the:
+Added: • development of assumptions over projected revenues, projected direct costs, projected operating expenses, projected capital expenditures, and
+Added: • selection of the discount rates and terminal growth rates assumptions used to develop the estimate.
+Added: We performed procedures to test the projected revenues, projected direct costs, projected operating expenses, and projected capital expenditures by comparing them with the historical results of the respective reporting unit and assessing the impacts of internal and/or external economic factors.
We involved valuation professionals with specialized skills and knowledge, who assisted in:
1 unchanged sentence
evaluating the terminal growth rates used in the valuations by comparing them to publicly available market data, and comparing the implied market multiples from the Company’s fair value estimates using the income approach to the observed range of market multiples derived from comparable companies.
−Removed: Preliminary valuation of property and equipment and intangible assets associated with the acquisition of the AT&T Acquired Entities
−Removed: As discussed in Note 4 to the consolidated financial statements, the Company acquired the wireless and wireline operations of AT&T, Inc.
+Added: Valuation of spectrum intangible assets of the AT&T Acquired Entities
+Added: As discussed in Notes 4 and 6 to the consolidated financial statements, the Company acquired the wireless and wireline operations of AT&T, Inc.
located in Puerto Rico and the U.S.
Virgin Islands on October 31, 2020, for consideration of $1,932 million.
−Removed: Based on the preliminary allocation of the purchase price, the Company recorded $711 million of acquired property and equipment, $1,329 million of acquired intangible assets, including $894 million of spectrum, and $83 million of customer relationships.
−Removed: The information that was available to the Company to allocate consideration to the acquired property and equipment and intangible assets was affected by the proximity of the acquisition date to the Company’s fiscal year-end date of December 31, 2020.
−Removed: As a result, the Company determined the preliminary fair value of property and equipment based on the historical cost basis of AT&T, Inc., the acquired spectrum intangible asset based on a range of prices indicated by an initial analysis of available market data, and the customer relationships based on a multi-period excess earnings method.
−Removed: Key assumptions used to value the customer relationships included the discount rate and required rates of return on property and equipment (including return of and on) and spectrum intangible assets.
−Removed: We identified the preliminary valuation of the acquired intangible assets of spectrum and customer relationships along with property and equipment associated with the acquisition of the AT&T Acquired Entities as a critical audit matter.
−Removed: Due to the extent of the information available as of the end of the reporting period, evaluating the preliminary valuation of these intangible assets and property and equipment involved a high degree of auditor judgment.
−Removed: Testing the key assumptions used to estimate the fair value of the customer relationship intangible assets, also involved a high degree of auditor judgment due to its sensitivity to changes in the key assumptions.
+Added: The Company finalized its measurement of the assets acquired and liabilities assumed at fair value, which resulted in the recognition of $1,043 million of spectrum intangible assets.
+Added: The Company determined the fair value of spectrum intangible assets based primarily on the Greenfield method.
+Added: We identified the valuation of the spectrum intangible assets of the AT&T Acquired Entities as a critical audit matter.
+Added: Evaluation of the key assumptions, specifically, market share, projected capital expenditures and discount rate, involved a high degree of auditor judgment due to sensitivity of the valuation of these intangible assets to changes in the key assumptions.
+Added: The key assumptions were also challenging to test as they represented subjective determinations of future market and economic conditions.
+Added: Additionally, the audit effort associated with this estimate required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter.
−Removed: We evaluated the design and tested the operating effectiveness of certain internal controls related to the critical audit matter.
−Removed: This included controls related to the determination of the preliminary fair value of the acquired intangible assets and property and equipment and
−Removed: the development of the key assumptions noted above.
−Removed: Based on the consideration and extent of the information available as of the end of the reporting period, we evaluated the reasonableness of the preliminary fair value of the acquired intangible assets and property and equipment.
−Removed: We involved a valuation professional with specialized skills and knowledge who assisted in:
−Removed: • evaluating the discount rate used to determine the preliminary fair value of the customer relationships acquired by comparing the Company’s inputs to the discount rate to publicly available data for comparable entities and assessing the resulting discount rate, and
−Removed: • evaluating the required rates of return on property and equipment (including return of and on) and spectrum intangible assets used to estimate the preliminary fair value of the customer relationships acquired by assessing the required rates of return considering the weighted-average cost of capital and the implied rate of return of the transaction.
+Added: We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s determination of the estimated fair value of the acquired spectrum intangible assets, including controls over the application of the Greenfield method, and over the key assumptions, as well as the Company’s analysis of market transactions.
+Added: We performed procedures to test the market share and projected capital expenditures by comparing them with historical and industry data.
+Added: We involved valuation professionals with specialized skills and knowledge who assisted in:
+Added: • evaluating the appropriateness of the application of the Greenfield method
+Added: • evaluating the discount rate used to determine the fair value of the acquired spectrum intangible assets by comparing the Company’s inputs to the discount rate to publicly available data and assessing the resulting discount rate to the overall transaction, and
+Added: • evaluating the overall fair value of the acquired spectrum intangible assets by performing an independent valuation utilizing market transactions.
We have served as the Company’s auditor since 2016.
Denver, Colorado
−Removed: March 1, 2021
+Added: February 23, 2022
LIBERTY LATIN AMERICA LTD.
4 unchanged sentences
Prepaid expenses 67.7 63.8
+Added: Current notes receivable, net of allowances of $ 18.9 million and $ 8.3 million, respectively
Other current assets, net 389.0 353.5
2 unchanged sentences
Property and equipment, net 4,168.4 4,751.4
−Removed: Restricted cash 17.3 1,272.2
Intangible assets subject to amortization, net
1 unchanged sentence
1,592.4 1,465.6
+Added: Assets held for sale 1,568.7 10.6
Other assets, net 1,253.7 1,156.7
8 unchanged sentences
Current portion of debt and finance lease obligations 106.3 161.9
−Removed: Accrued capital expenditures 73.6 72.1
Accrued interest 113.0 132.3
1 unchanged sentence
Derivative instruments 39.1 90.2
+Added: Current operating lease liabilities 82.0 63.2
Other accrued and current liabilities 527.6 524.0
3 unchanged sentences
Deferred revenue 152.6 185.6
+Added: Liabilities associated with assets held for sale 1,854.1 0.1
Other long-term liabilities 795.5 1,080.5
4 unchanged sentences
500,000,000 shares authorized;
−Removed: 49,303,401 and 49,009,585 shares issued and outstanding, respectively, at December 31, 2020 and 48,795,552 shares issued and outstanding at December 31, 2019
+Added: 50,127,969 and 45,482,853 shares issued and outstanding, respectively, at December 31, 2021;
+Added: 49,303,401 and 49,009,585 shares issued and outstanding, respectively, at December 31, 2020
Class B, $ 0.01 par value;
3 unchanged sentences
500,000,000 shares authorized;
−Removed: 181,786,924 and 181,113,766 shares issued and outstanding, respectively, at December 31, 2020 and 131,181,371 shares issued and outstanding at December 31, 2019
+Added: 183,643,584 and 182,270,626 shares issued and outstanding, respectively, at December 31, 2021;
+Added: 181,786,924 and 181,113,766 shares issued and outstanding, respectively, at December 31, 2020
Undesignated preference shares, $ 0.01 par value;
2 unchanged sentences
Treasury shares, at cost;
−Removed: 966,974 and nil shares, respectively
+Added: 6,018,074 and 966,974 shares, respectively
+Added: ( 74.0 ) ( 9.5 )
Additional paid-in capital
17 unchanged sentences
Other operating costs and expenses 1,898.1 1,531.4 1,505.3
−Removed: Business interruption loss recovery — — ( 59.5 )
Depreciation and amortization 964.7 918.7 889.9
−Removed: 914.6 871.0 829.8
Impairment, restructuring and other operating items, net 665.0 375.3 268.2
4,717.8 3,671.4 3,541.2
−Removed: 3,672.9 3,513.2 3,729.3
−Removed: Operating income (loss) 91.7 353.8 ( 23.6 )
+Added: Operating income 81.2 93.2 325.8
Non-operating income (expense):
10 unchanged sentences
Net loss attributable to Liberty Latin America shareholders $ ( 440.1 ) $ ( 682.2 ) $ ( 106.1 )
−Removed: Basic and diluted net loss per share attributable to Liberty Latin America shareholders
−Removed: $ ( 3.51 ) $ ( 0.43 ) $ ( 1.96 )
+Added: Basic and dilutive net loss per share attributable to Liberty Latin America shareholders $ ( 1.89 ) $ ( 3.49 ) $ ( 0.58 )
The accompanying notes are an integral part of these consolidated financial statements.
7 unchanged sentences
Reclassification adjustments included in net loss ( 3.2 ) 0.6 ( 3.0 )
−Removed: 0.6 ( 3.0 ) 2.2
−Removed: Pension-related adjustments and other, net
+Added: Other, net 33.4 6.8 2.4
Other comprehensive earnings (loss) 35.0 ( 111.6 ) 1.2
Comprehensive loss ( 455.1 ) ( 915.5 ) ( 207.2 )
−Removed: ( 920.5 ) ( 181.2 ) ( 596.4 )
Comprehensive loss attributable to noncontrolling interests
1 unchanged sentence
Comprehensive loss attributable to Liberty Latin America shareholders $ ( 404.2 ) $ ( 793.0 ) $ ( 104.6 )
−Removed: $ ( 798.0 ) $ ( 78.6 ) $ ( 304.5 )
The accompanying notes are an integral part of these consolidated financial statements.
8 unchanged sentences
Balance at January 1, 2019 $ 0.5 $ — $ 1.3 $ 4,494.1 $ ( 1,449.3 ) $ ( 16.3 ) $ 3,030.3 $ 1,010.8 $ 4,041.1
−Removed: Accounting change (note 2) — — — — ( 11.1 ) — ( 11.1 ) 3.6 ( 7.5 )
−Removed: Balance at January 1, 2018, as adjusted for accounting change 0.5 — 1.2 4,402.8 ( 1,021.8 ) ( 64.2 ) 3,318.5 1,364.6 4,683.1
Net loss — — — — ( 106.1 ) — ( 106.1 ) ( 102.3 ) ( 208.4 )
Other comprehensive earnings — — — — — 1.5 1.5 ( 0.3 ) 1.2
−Removed: C&W Jamaica NCI Acquisition — — — ( 13.7 ) — 7.2 ( 6.5 ) ( 15.1 ) ( 21.6 )
−Removed: Impact of the Cabletica Acquisition — — — — — — — 25.1 25.1
−Removed: Capital contributions from noncontrolling interest owner — — — — — — — 18.0 18.0
−Removed: LPR NCI Acquisition — — 0.1 68.2 — — 68.3 ( 68.3 ) —
+Added: Impact of the UTS Acquisition — — — — — — — 11.6 11.6
Distributions to noncontrolling interest owners — — — — — — — ( 37.7 ) ( 37.7 )
+Added: Conversion Option, net — — — 77.3 — — 77.3 — 77.3
+Added: Capped Calls — — — ( 45.6 ) — — ( 45.6 ) — ( 45.6 )
+Added: UTS NCI Acquisition — — — 0.1 — — 0.1 ( 11.7 ) ( 11.6 )
Shared-based compensation — — — 44.0 — — 44.0 — 44.0
6 unchanged sentences
interests Total equity
−Removed: Common shares Additional paid-in capital Accumulated deficit Accumulated
+Added: Common shares Treasury Stock Additional paid-in capital Accumulated deficit Accumulated
comprehensive
2 unchanged sentences
Balance at January 1, 2020 $ 0.5 $ — $ 1.3 $ — $ 4,569.9 $ ( 1,555.4 ) $ ( 14.8 ) $ 3,001.5 $ 870.1 $ 3,871.6
+Added: Accounting change (note 2) — — — — — ( 0.2 ) — ( 0.2 ) 0.2 —
+Added: Balance at January 1, 2020, as adjusted for accounting change 0.5 — 1.3 — 4,569.9 ( 1,555.6 ) ( 14.8 ) 3,001.3 870.3 3,871.6
Net loss — — — — — ( 682.2 ) — ( 682.2 ) ( 121.7 ) ( 803.9 )
−Removed: Other comprehensive earnings — — — — — 1.5 1.5 ( 0.3 ) 1.2
−Removed: Impact of the UTS Acquisition — — — — — — — 11.6 11.6
+Added: Other comprehensive loss — — — — — — ( 110.8 ) ( 110.8 ) ( 0.8 ) ( 111.6 )
+Added: Repurchase of Liberty Latin America common shares — — — ( 9.5 ) — — — ( 9.5 ) — ( 9.5 )
+Added: Issuance of Liberty Latin America common shares, net — — 0.5 — 344.6 — — 345.1 — 345.1
Distributions to noncontrolling interest owners — — — — — — — — ( 18.8 ) ( 18.8 )
−Removed: Conversion Option, net — — — 77.3 — — 77.3 — 77.3
−Removed: Capped Calls — — — ( 45.6 ) — — ( 45.6 ) — ( 45.6 )
−Removed: UTS NCI Acquisition — — — 0.1 — — 0.1 ( 11.7 ) ( 11.6 )
Share-based compensation — — — — 66.6 — — 66.6 — 66.6
11 unchanged sentences
Balance at January 1, 2021 $ 0.5 $ — $ 1.8 $ ( 9.5 ) $ 4,982.0 $ ( 2,237.8 ) $ ( 125.6 ) $ 2,611.4 $ 729.0 $ 3,340.4
−Removed: Accounting change (note 2) — — — — — ( 0.2 ) — ( 0.2 ) 0.2 —
−Removed: Balance at January 1, 2020, as adjusted for accounting change 0.5 — 1.3 — 4,569.9 ( 1,447.3 ) ( 14.8 ) 3,109.6 870.3 3,979.9
Net loss — — — — — ( 440.1 ) — ( 440.1 ) ( 50.0 ) ( 490.1 )
−Removed: Other comprehensive loss — — — — — — ( 110.8 ) ( 110.8 ) ( 0.8 ) ( 111.6 )
+Added: Other comprehensive earnings — — — — — — 35.9 35.9 ( 0.9 ) 35.0
Repurchase of Liberty Latin America common shares — — — ( 64.5 ) — — — ( 64.5 ) — ( 64.5 )
−Removed: Issuance of Liberty Latin America common shares, net — — 0.5 — 344.6 — — 345.1 — 345.1
Distributions to noncontrolling interest owners — — — — — — — — ( 47.6 ) ( 47.6 )
+Added: Contribution from noncontrolling interest owner — — — — — — — — 46.9 46.9
Share-based compensation — — — — 93.3 — — 93.3 — 93.3
−Removed: Other — — — — 0.9 — — 0.9 — 0.9
Balance at December 31, 2021 $ 0.5 $ — $ 1.8 $ ( 74.0 ) $ 5,075.3 $ ( 2,677.9 ) $ ( 89.7 ) $ 2,236.0 $ 677.4 $ 2,913.4
10 unchanged sentences
Impairment 609.2 277.7 204.8
+Added: Loss (gain) on dispositions ( 6.2 ) 6.1 7.8
Amortization of debt financing costs, premiums and discounts, net 33.5 30.4 16.8
2 unchanged sentences
Losses on debt modification and extinguishment, net 57.2 45.1 19.8
−Removed: Loss on the Seychelles Disposition — 2.8 —
−Removed: Unrealized loss due to change in fair value of investment — — 16.4
−Removed: Deferred income tax benefit ( 65.1 ) ( 32.7 ) ( 32.9 )
−Removed: Changes in operating assets and liabilities, net of the effect of acquisitions and a disposition:
+Added: Impairment of an investment 41.1 — —
+Added: Deferred income tax expense (benefit) 104.0 ( 63.7 ) ( 34.7 )
+Added: Changes in operating assets and liabilities, net of the effect of acquisitions and dispositions:
Receivables and other operating assets ( 62.4 ) ( 134.1 ) ( 13.2 )
1 unchanged sentence
Net cash provided by operating activities 1,016.2 640.1 918.2
−Removed: 640.1 918.2 816.8
Cash flows from investing activities:
2 unchanged sentences
Recovery on damaged or destroyed property and equipment — — 33.9
−Removed: Proceeds from the Seychelles Disposition, net — 77.5 —
+Added: Proceeds from dispositions 20.8 2.4 81.1
Other investing activities, net ( 32.5 ) ( 1.3 ) —
Net cash used by investing activities $ ( 1,268.6 ) $ ( 2,450.8 ) $ ( 635.3 )
−Removed: $ ( 2,450.8 ) $ ( 635.3 ) $ ( 980.5 )
The accompanying notes are an integral part of these consolidated financial statements.
6 unchanged sentences
Payments of principal amounts of debt and finance lease obligations ( 632.5 ) ( 1,439.4 ) ( 1,275.9 )
−Removed: Issuance of Liberty Latin America common shares, net 347.0 — —
Net cash received (paid) related to derivative instruments ( 43.0 ) 182.5 ( 0.3 )
−Removed: Capped Calls — ( 45.6 ) —
Distributions to noncontrolling interest owners ( 47.6 ) ( 18.8 ) ( 37.7 )
−Removed: Payment of financing costs and debt premiums ( 99.0 ) ( 55.1 ) ( 39.3 )
+Added: Payment of financing costs and debt redemption premiums ( 74.8 ) ( 99.0 ) ( 55.1 )
Repurchase of Liberty Latin America common shares ( 63.0 ) ( 9.5 ) —
+Added: Issuance of Liberty Latin America common shares, net — 347.0 —
+Added: Capped Calls — — ( 45.6 )
Cash payments for the acquisition of noncontrolling interest — ( 5.6 ) ( 5.1 )
−Removed: Capital contributions from noncontrolling interest owner — — 18.0
+Added: Capital contribution from noncontrolling interest owner 46.9 — —
Other financing activities, net ( 8.8 ) ( 5.1 ) ( 7.4 )
14 unchanged sentences
(1) Basis of Presentation
+Added: See the Glossary of defined terms at the beginning of this Annual Report on Form 10-K for terms used throughout the consolidated financial statements.
Liberty Latin America Ltd.
−Removed: ( Liberty Latin America ) is a registered company in Bermuda that primarily includes:
−Removed: (i) Cable & Wireless Communications Limited and its subsidiaries (collectively C&W ), which includes Cable & Wireless Panama, S.A.
−Removed: (ii) VTR Finance N.V.
−Removed: and its subsidiaries (collectively VTR );
−Removed: (iii) Liberty Communications PR Holding LP ( Liberty Communications ) and its subsidiaries (collectively Liberty Puerto Rico ), which include Liberty Communications of Puerto Rico LLC ( LCPR ) and, as of October 31, 2020 and as further described in note 4, Liberty Mobile Inc.
−Removed: ( Liberty Mobile ) and its subsidiaries;
−Removed: (iv) LBT CT Communications, S.A.
−Removed: (a less than wholly-owned entity) and its subsidiary, Cabletica S.A.
−Removed: ( Cabletica ).
−Removed: VTR, Liberty Communications and LCPR were formerly known as VTR Finance B.V., Leo Cable LP and Liberty Cablevision of Puerto Rico LLC, respectively.
−Removed: C&W owns less than 100% of certain of its consolidated subsidiaries, including The Bahamas Telecommunications Company Limited ( C&W Bahamas ), Cable & Wireless Jamaica Limited ( C&W Jamaica ), and CWP.
+Added: is a registered company in Bermuda that primarily includes:
+Added: (ii) Liberty Communications PR;
+Added: and (iv) LBT CT Communications, S.A.
+Added: (a less than wholly-owned entity) and its subsidiaries, which include Cabletica and, as of August 9, 2021 and as further described in note 4, Telefónica Costa Rica.
+Added: 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.
−Removed: We provide residential and business-to-business ( B2B ) services in (i) over 20 countries across Latin America and the Caribbean through two of our reportable segments, “ C&W Caribbean and Networks ” and “ C&W Panama ”, (ii) Chile and Costa Rica, through our reportable segment, “ VTR/Cabletica ”, and (iii) Puerto Rico, through our reportable segment, Liberty Puerto Rico.
−Removed: Through our “ Networks & LatAm ” business, C&W Caribbean and Networks also provides (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its subsea and terrestrial fiber optic cable networks that connect over 40 markets in that region.
−Removed: The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ( U.S.
−Removed: In these notes, the terms “ we ,” “ our ,” “ our company ” and “ us ” may refer, as the context requires, to Liberty Latin America or collectively to Liberty Latin America and its subsidiaries.
−Removed: Unless otherwise indicated, ownership percentages and convenience translations into United States ( U.S.
−Removed: ) dollars are calculated as of December 31, 2020.
−Removed: (2) Accounting Changes and Recent Accounting Pronouncements
−Removed: Accounting Changes
−Removed: In December 2019, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) No.
−Removed: 2019-12, Income Taxes (Topic 740):
−Removed: Simplifying the Accounting for Income Taxes ( ASU 2019-12 ), which (i) simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocations and calculating income taxes in interim periods, and (ii) reduces the complexity in certain areas of existing tax guidance, including the recognition of deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.
−Removed: We early adopted ASU 2019-12 effective December 31, 2020 and it did not have a material impact on our consolidated financial statements.
−Removed: In August 2018, the FASB issued ASU No.
−Removed: 2018-15, Intangibles—Goodwill and Other—Internal-Use Software—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
+Added: residential and B2B services in:
+Added: over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and Networks, and C&W Panama;
+Added: Puerto Rico, through our reportable segment Liberty Puerto Rico;
+Added: Chile, through our reportable segment VTR;
+Added: Costa Rica, through Cabletica and its subsidiary, Telefónica Costa Rica;
+Added: through the Networks & LatAm business of our C&W Caribbean and Networks segment, (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in that region.
+Added: The accompanying consolidated financial statements have been prepared in accordance with U.S.
+Added: Prior to the first quarter of 2021, VTR and Cabletica were collectively one operating segment.
+Added: As a result of organizational changes during 2021, these operations became separate operating segments.
+Added: Following the Telefónica Costa Rica Acquisition on August 9, 2021, as further described in note 4, Cabletica and Telefónica Costa Rica now comprise our Costa Rica operating and reportable segment.
+Added: For additional information regarding our segments, see note 21.
+Added: Effective September 29, 2021, in connection with the pending formation of the Chile JV, as further described in note 9, we began accounting for the Chile JV Entities as “held for sale.” Accordingly, the assets and liabilities of the Chile JV Entities, excluding certain cash balances, are included in assets held for sale and liabilities associated with assets held for sale, respectively, on our December 31, 2021 consolidated balance sheet.
+Added: Consistent with the applicable guidance, we have not reflected similar reclassifications to exclude the Chile JV Entities from continuing operations in our consolidated statements of operations or cash flows and related footnote disclosures.
+Added: For additional information, see note 9.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: ( ASU 2018-15 ).
−Removed: ASU 2018-15 provides additional guidance on ASU No.
−Removed: 2015-05, Intangibles—Goodwill and Other—Internal-Use Software—Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license.
−Removed: ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).
−Removed: The guidance (i) provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense, (ii) requires an entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement and (iii) clarifies the presentation requirements for reporting such costs in the entity’s financial statements.
−Removed: We adopted ASU 2018-15 effective January 1, 2020 on a prospective basis for all implementation costs incurred after the date of adoption and it did not have a material impact on our consolidated financial statements.
+Added: Correction of Immaterial Errors
+Added: During 2021, we identified certain errors in our previously reported consolidated financial statements, primarily related to the understatement of depreciation and amortization of long-lived assets, and to a lesser extent, asset impairments.
+Added: The errors are predominantly related to the understatement of depreciation expense associated with property and equipment that was acquired in connection with business combination transactions at Liberty Puerto Rico that closed during 2012 and 2015.
+Added: The errors did not have an impact on our revenue, key segment performance measure (Adjusted OIBDA), cash flow from operations or property and equipment additions.
+Added: We have completed a quantitative and qualitative evaluation of the errors and concluded that they are immaterial to the previously issued consolidated financial statements.
+Added: Notwithstanding this evaluation, we have revised our December 31, 2020 consolidated balance sheet and our consolidated statements of operations, comprehensive loss, equity and cash flows for the years ended December 31, 2020 and 2019 for these errors.
+Added: The tables below set forth the adjustments to the primary consolidated financial statement line items resulting from these adjustments.
+Added: In addition, we recorded an adjustment to increase our January 1, 2019 accumulated deficit by $ 82 million, which represents the cumulative correction of the immaterial errors prior to January 1, 2019.
+Added: Year ended December 31, 2020 Year ended December 31, 2019
+Added: As Previously Reported Adjustments As Adjusted As Previously Reported Adjustments As Adjusted
+Added: Operating income $ 91.7 $ 1.5 $ 93.2 $ 353.8 $ ( 28.0 ) $ 325.8
+Added: Loss before income taxes $ ( 838.2 ) $ 6.5 $ ( 831.7 ) $ ( 280.6 ) $ ( 28.0 ) $ ( 308.6 )
+Added: Net loss $ ( 808.9 ) $ 5.0 $ ( 803.9 ) $ ( 182.4 ) $ ( 26.0 ) $ ( 208.4 )
+Added: Net loss attributable to LLA shareholders $ ( 687.2 ) $ 5.0 $ ( 682.2 ) $ ( 80.1 ) $ ( 26.0 ) $ ( 106.1 )
+Added: December 31, 2020
+Added: As Previously Reported Adjustments As Adjusted
+Added: Current assets $ 1,951.9 $ ( 4.3 ) $ 1,947.6
+Added: Total assets (a) $ 15,230.0 $ ( 153.7 ) $ 15,076.3
+Added: Current liabilities $ 1,705.0 $ ( 6.0 ) $ 1,699.0
+Added: Total liabilities $ 11,786.3 $ ( 50.4 ) $ 11,735.9
+Added: Total Liberty Latin America shareholders $ 2,714.7 $ ( 103.3 ) $ 2,611.4
+Added: Total equity $ 3,443.7 $ ( 103.3 ) $ 3,340.4
+Added: (a) The adjustments to total assets includes an overstatement of property and equipment of $ 160 million primarily related to the accumulated understatement of depreciation expense following the aforementioned acquisitions in 2012 and 2015.
+Added: (2) Accounting Changes and Recent Accounting Pronouncements
+Added: Accounting Changes
In June 2016, the FASB issued ASU No.
1 unchanged sentence
2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):
−Removed: Effective Dates , which amended certain effective dates, and (ii) ASU No.
−Removed: 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which clarifies guidance around how to report expected recoveries.
−Removed: ASU 2016-13 replaces the incurred loss impairment methodology for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
−Removed: We are required to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments.
−Removed: We adopted ASU 2016-13 effective January 1, 2020 using a modified retrospective approach through a cumulative-effect adjustment to retained earnings to align our credit loss methodology with the new standard.
−Removed: The comparative information has not been restated and continues to be reported under the accounting standards in effect for that period.
−Removed: Under the new model, we segment our receivables, unbilled revenue and contract assets based on days past due and record an allowance for current expected credit losses using average rates applied against each account’s applicable aggregate balance for each aging bucket.
−Removed: We establish the average rates based on consideration of the actual credit loss experience over the prior 12-month period, recent collection trends, current economic conditions and reasonable expectations of future payment delinquency.
−Removed: The cumulative effect of the changes to our consolidated balance sheet as of January 1, 2020 was not material.
−Removed: In February 2016, the FASB issued ASU No.
−Removed: 2016-02, Leases ( ASU 2016-02 ), as amended by ASU No.
−Removed: 2018-11, Targeted Improvements , which provides an option to use one of two modified retrospective approaches in the adoption of ASU 2016-02.
−Removed: ASU 2016-02, for most leases, results in lessees recognizing right-of-use assets and lease liabilities on the balance sheet and additional disclosures.
−Removed: We adopted ASU 2016-02 effective January 1, 2019 using the effective date transition method.
−Removed: A number of optional practical expedients were applied in transition, as further described below.
−Removed: The main impact of the adoption of this standard was the recognition of right-of-use assets and lease liabilities in our consolidated balance sheet as of January 1, 2019 for those leases classified as operating leases under ASU 2016-02.
−Removed: We did not recognize right-of-use assets or lease liabilities for leases with a term of 12 months or less, as permitted by the short-term lease practical expedient in the standard.
−Removed: In transition, we applied the practical expedients that permit us not to reassess (i) whether expired or existing contracts are or contain a lease under the new standard, (ii) the lease classification for expired or existing leases, (iii) whether previously-capitalized initial direct costs would qualify for capitalization under the new standard and (iv) whether existing or expired land easements that were not previously accounted for as leases are or contain a lease.
−Removed: We also applied the practical expedient that permits us to account for customer service revenue contracts that include both non-lease and lease components as a single component in all instances where the non-lease component is the predominant component of the arrangement and the other applicable criteria are met.
−Removed: In addition, we did not use hindsight during the transition.
−Removed: We implemented internal controls to ensure we adequately evaluate our contracts and properly assessed the impact of ASU 2016-02 on our consolidated financial statements.
−Removed: We do not believe such controls represent significant changes to our internal control over financial reporting.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: For information regarding our accounting policies for leases following the adoption of ASU 2016-02, see note 3.
−Removed: In May 2014, the FASB issued ASU No.
−Removed: 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
−Removed: We adopted ASU 2014-09 effective January 1, 2018 by recording the cumulative effect to the opening balance of our accumulated deficit.
−Removed: We applied the new standard to contracts that were not complete as of January 1, 2018.
−Removed: The most significant impacts of ASU 2014-09 on our revenue recognition policies relate to our accounting for (i) long-term capacity contracts, (ii) subsidized handset plans and (iii) certain installation and other upfront fees, each as set forth below:
−Removed: • We enter into certain long-term capacity contracts with customers where the customer pays the transaction consideration at inception of the contract.
−Removed: Under previous accounting standards, we did not impute interest for advance payments from customers related to services that are provided over time.
−Removed: Under ASU 2014-09, payment received from a customer significantly in advance of the provision of services is indicative of a financing component within the contract.
−Removed: If the financing component is significant, interest expense is accreted over the life of the contract with a corresponding increase to revenue.
−Removed: • ASU 2014-09 requires the identification of deliverables in contracts with customers that qualify as performance obligations.
−Removed: The transaction price consideration from customers is allocated to each performance obligation under the contract on the basis of relative standalone selling price.
−Removed: Under previous accounting standards, when we offered discounted equipment, such as handsets under a subsidized contract, upfront revenue recognition was limited to the upfront cash collected from the customer as the remaining monthly fees to be received from the customer, including fees associated with the equipment, were contingent upon delivering future airtime.
−Removed: This limitation is not applied under ASU 2014-09.
−Removed: The primary impact on revenue reporting is that when we sell discounted equipment together with airtime services to customers, revenue allocated to equipment and recognized when control of the device passes to the customer will increase and revenue recognized as services are delivered will decrease.
−Removed: • When we enter into contracts to provide services to our customers, we often charge installation or other upfront fees.
−Removed: Under previous accounting standards, installation fees related to services provided over our fixed networks were recognized as revenue during the period in which the installation occurred to the extent those fees were equal to or less than direct selling costs.
−Removed: Under ASU 2014-09, these fees are generally deferred and recognized as revenue over the contractual period for those contracts with substantive termination penalties, or for the period of time the upfront fees convey a material right for month-to-month contracts and contracts that do not include substantive termination penalties.
−Removed: ASU 2014-09 also impacted our accounting for certain upfront costs directly associated with obtaining and fulfilling customer contracts.
−Removed: Under our previous policy, these costs were expensed as incurred unless the costs were in the scope of other accounting standards that allowed for capitalization.
−Removed: Under ASU 2014-09, the upfront costs associated with contracts that have substantive termination penalties and a term of longer than one year are recognized as assets and amortized to other operating expenses over the applicable period benefited.
−Removed: We implemented internal controls to ensure we adequately evaluated our contracts and properly assessed the impact of ASU 2014-09 on our consolidated financial statements.
−Removed: We do not believe such new controls represent significant changes to our internal control over financial reporting.
−Removed: For information regarding our accounting policies for revenue following the adoption of ASU 2014-09 and our contract assets and deferred revenue balances, see note 3.
−Removed: For our disaggregated revenue by product, see note 21.
+Added: Effective Dates , which amended certain effective dates,
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: The impact of our adoption of ASU 2014-09 to our consolidated statement of operations for the year ended December 31, 2018 is as follows:
−Removed: Before adoption of ASU 2014-09 Impact of ASU 2014-09
−Removed: Increase (decrease) As reported
−Removed: Revenue $ 3,697.3 $ 8.4 $ 3,705.7
−Removed: Other operating costs and expenses $ 1,442.0 $ ( 0.7 ) $ 1,441.3
−Removed: Non-operating expenses – interest expense $ 424.6 $ 19.1 $ 443.7
−Removed: Income tax expense $ 52.6 $ ( 1.5 ) $ 51.1
−Removed: Net loss $ 627.3 $ 8.5 $ 635.8
−Removed: Recent Accounting Pronouncements
+Added: and (ii) ASU No.
+Added: 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which clarifies guidance around how to report expected recoveries.
+Added: ASU 2016-13 replaced the incurred loss impairment methodology for recognizing credit losses with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
+Added: We are required to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments.
+Added: We adopted ASU 2016-13 effective January 1, 2020 using a modified retrospective approach through a cumulative-effect adjustment to accumulated deficit to align our credit loss methodology with the new standard.
+Added: The comparative information for 2019 was not restated and continues to be reported under the accounting standards in effect for that period.
+Added: Under the new model, we bifurcate our receivables, unbilled revenue and contract assets based on days past due and record an allowance for current expected credit losses using average rates applied against each account’s applicable aggregate balance for each aging bucket.
+Added: We establish the average rates based on consideration of the actual credit loss experience over the prior 12-month period, recent collection trends, current economic conditions and other reasonable expectations of future payment delinquency.
+Added: The cumulative effect of the changes to our consolidated consolidated statement of equity as of January 1, 2020 was not material.
In August 2018, the FASB issued ASU No.
−Removed: 2018-14, Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans ( ASU 2018-14 ), which removes and modifies certain existing disclosure requirements and adds new disclosure requirements related to employer sponsored defined benefit pension or other postretirement plans.
−Removed: ASU 2018-14 is effective for annual reporting periods after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted.
−Removed: ASU 2018-14 will not have a material impact on our consolidated financial statements.
+Added: 2018-14, Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans ( ASU 2018-14 ), which removes and modifies certain existing disclosure requirements and adds new disclosure requirements related to employer sponsored defined benefit pension or other postretirement plans.We adopted ASU 2018-14 effective January 1, 2021 and it did not have a material impact on the disclosures in our consolidated financial statements.
+Added: Recent Accounting Pronouncements
ASU 2020-04 and ASU 2021-01
1 unchanged sentence
2020-04, Reference Rate Reform (Topic 848):
−Removed: 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 potential accounting burden associated with transitioning away from reference rates, such as the London Inter-Bank Offered Rate ( LIBOR ), which regulators in the United Kingdom ( U.K.
−Removed: ) have announced will be phased out by the end of 2021.
+Added: 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 potential accounting burden associated with transitioning away from reference rates, such as LIBOR .
In January 2021, the FASB issued ASU No.
6 unchanged sentences
Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ( ASU 2020-06 ), which (i) reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification and (ii) makes targeted improvements to convertible instruments and earnings-per-share disclosure requirements.
−Removed: ASU 2020-06 is effective for annual reporting periods after December 15, 2021, including interim periods within those fiscal years, with early adoption permitted, but no earlier than annual and interim periods in fiscal years beginning after December 15, 2020.
−Removed: While we are still evaluating the impact of ASU 2020-06, we do not currently expect it will have a material impact on our consolidated financial statements.
+Added: ASU 2020-06 is effective for annual reporting periods after December 15, 2021, including interim periods within those fiscal years.
+Added: ASU 2020-06 will not have a material impact on our consolidated financial statements.
(3) Summary of Significant Accounting Policies
1 unchanged sentence
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.
−Removed: Estimates and assumptions are used in accounting for, among
+Added: 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
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: other things, the valuation of acquisition-related assets and liabilities, allowances for 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.
+Added: 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.
1 unchanged sentence
Certain prior year amounts have been reclassified to conform to the current year presentation.
−Removed: During 2020, we changed the presentation of certain operating costs and expenses in our consolidated statements of operations in order to better align with management’s approach to monitoring and evaluating such costs.
−Removed: Specifically, we have combined the costs previously reported in the consolidated statement of operations’ captions “other operating” and “selling, general and administrative” into one line, which is now referred to as “other operating costs and expenses.” In conjunction with this change, we have provided additional disclosure of the nature of other operating costs and expenses by function, as set forth in note 14.
−Removed: This change in presentation did not have any impact on operating income or loss, net loss or any of our key performance metrics.
−Removed: In addition, we have provided additional disclosure of the nature of our programming and other direct costs of services, as set forth in note 13.
Principles of Consolidation
4 unchanged sentences
We record money market funds at the net asset value as there are no restrictions on our ability, contractual or otherwise, to redeem our investments.
−Removed: Restricted cash consists of cash held in restricted accounts, including cash held as collateral for acquisitions, debt and other compensating balances, as applicable.
+Added: Restricted cash may consist of cash held in restricted accounts, including cash held as collateral for acquisitions, debt and other compensating balances, as applicable.
Cash that is restricted to a specific use is classified as current or long-term based on, among other things, the expected use and timing of disbursement of the restricted cash.
−Removed: At December 31, 2020 and 2019, our current and long-term restricted cash balances aggregated $ 18 million and $ 1,273 million, respectively.
−Removed: For additional information regarding restricted cash that was used during 2020 to partially fund the AT&T Acquisition, see note 10.
−Removed: Our current restricted cash balances are included in other current assets, net, in our consolidated balance sheets.
−Removed: We have trade and note receivables that are each reported net of an allowance for credit losses.
−Removed: Our notes receivable, which we maintain following the closing of the AT&T Acquisition, consist of equipment installment-plan ( EIP ) receivables due from customers under contracts over a period of up to 30 months.
−Removed: The short and long-term portions of our notes receivable, net of allowance, are incurred in other current assets, net and other assets, net, respectively, in our consolidated balance sheets.
−Removed: The allowances on each of our trade and notes receivable are established using our best estimates of current expected credit losses based upon, among other things, actual credit loss experience over the prior 12-month period, recent collection trends, prevailing and anticipated economic conditions and specific customer credit risk.
+Added: At December 31, 2021 and 2020, the total of our current and long-term restricted cash balances aggregated $ 8 million and $ 18 million, respectively.
+Added: Our current and long-term restricted cash balances are included in other current assets, net, and other assets, net, respectively in our consolidated balance sheets.
+Added: We have trade and notes receivables that are each reported net of an allowance for expected credit losses.
+Added: Our notes receivable consist of EIP receivables due from customers under contracts that range between a period of 12 to 30 months, depending on the market.
+Added: The long-term portion of our notes receivable, net of allowances for expected credit losses, is included in other assets, net, in our consolidated balance sheets.
+Added: Concentration of credit risk with respect to trade and notes receivables is limited due to the large number of customers and their dispersion across many different countries, with the exception of $ 85 million and $ 72 million at December 31, 2021 and 2020, respectively, due from a single government.
+Added: The allowances on each of our trade and notes receivables are established using our best estimates of current expected credit losses based upon, among other things, actual credit loss experience over the prior 12-month period, recent collection trends, prevailing and anticipated economic conditions and specific customer credit risk.
Receivables outstanding greater than 30 days are considered past due and we generally write-off receivables after they become past due for 365 days, with the exception of amounts due from certain governments.
2 unchanged sentences
December 31, 2021, 2020 and 2019
−Removed: The changes in our trade receivables allowance for credit losses are set forth below:
+Added: The changes in our allowance for expected credit losses associated with trade receivables are set forth below:
Year ended December 31,
3 unchanged sentences
Write-offs ( 59.5 ) ( 60.3 ) ( 113.9 )
+Added: Reclassification to assets held for sale ( 10.0 ) — —
Foreign currency translation adjustments and other ( 10.8 ) 10.4 ( 5.0 )
Ending balance $ 80.3 $ 100.0 $ 87.3
−Removed: The change in our notes receivable allowance for credit losses for the year ended December 31, 2020 are set forth below (in millions):
+Added: The changes in our allowance for expected credit losses associated with our current and long-term notes receivable are set forth below:
+Added: Year ended December 31,
Beginning balance $ 16.2 $ —
−Removed: Additions upon acquisition 14.9
Provision for expected losses 10.8 1.3
+Added: Additions upon acquisition 5.4 14.9
+Added: Foreign currency translation adjustments and other ( 0.1 ) —
Ending balance $ 32.3 $ 16.2
−Removed: Concentration of credit risk with respect to trade receivables is limited due to the large number of customers and their dispersion across many different countries, with the exception of $ 72 million and $ 89 million at December 31, 2020 and 2019, respectively, due from a single government.
−Removed: We hold an equity security in Telecommunications Services of Trinidad and Tobago Limited ( TSTT ) for which the fair value is not readily determinable.
+Added: From time to time, we may hold investments in (i) equity method investments;
+Added: (ii) cost method investments, and (iii) available-for-sale method investments.
+Added: We apply the equity method to investments when we have the ability to exercise significant influence over the operating and financial policies of the investee.
+Added: Under the equity method, investments are originally recorded at cost and are adjusted to recognize our share of net earnings or losses of the affiliates as they occur.
+Added: Our share of the investee’s net earnings or losses is included in other income (expense), net, in our consolidated statements of operations.
+Added: We are required to hold security against the value of certain pension liabilities in the U.K..
+Added: The security is in the form of U.K.
+Added: Government Gilts, which we account for using the available-for-sale method.
+Added: Available-for-sale securities are measured at fair value with changes reflected in other comprehensive income or loss until sold or other-than-temporarily impaired, at which time the amounts are reclassified from accumulated other comprehensive income or loss into non-operating income or expense in our consolidated statements of operations.
+Added: Our investment in U.K.
+Added: Government Gilts falls under Level 1 of the fair value hierarchy.
+Added: At December 31, 2021 and 2020, the carrying value of our investment in U.K.
+Added: Government Gilts was $ 39 million and $ 38 million, respectively, which is included in other assets, net, in our consolidated balance sheets.
+Added: We hold an equity security for which the fair value is not readily determinable.
Accordingly, we measure this investment at cost minus impairment, plus or minus changes resulting from observable price changes.
−Removed: When indicators of impairment exist, we estimate the fair value and record an impairment charge if the carrying value of the investment exceeds its estimated fair value.
+Added: We continually review our equity method investments, available-for-sale debt securities and cost-basis investments to determine whether a decline in fair value below the cost basis is other-than-temporary.
+Added: If it has been determined that an investment has sustained an other-than-temporary decline in value, we estimate the fair value and record an impairment charge if the carrying value of the investment exceeds its estimated fair value.
Any impairment charges are recorded in other income (expense), net, in our consolidated statements of operations.
−Removed: We account for our investment in United Kingdom ( U.K.
−Removed: ) Government Gilts using the available-for-sale method.
−Removed: Available-for-sale securities are measured at fair value.
−Removed: Changes in the fair value of available-for-sale securities are reflected in other comprehensive income or loss until sold or other-than-temporarily impaired, at which time the amounts are reclassified from accumulated other comprehensive income or loss into non-operating income or expense in our consolidated statements of operations.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
For additional information regarding our fair value measurements, see note 6.
−Removed: For additional information regarding our investment in TSTT and the U.K.
−Removed: Government Gilts, see notes 7 and 16, respectively.
Financial Instruments
−Removed: Due to the short maturities of cash and cash equivalents, trade and other receivables, other current assets, accounts payable, accrued liabilities and other accrued and current liabilities, their respective carrying values approximate their respective fair values.
+Added: Due to the short maturities of cash and cash equivalents, trade and other receivables, notes receivable, other current assets, accounts payable, accrued liabilities and other accrued and current liabilities, their respective carrying values approximate their respective fair values.
For information concerning the fair values of our derivative and debt instruments, see notes 5 and 10, respectively.
For information regarding how we arrive at certain of our fair value measurements, see note 6.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
Derivative Instruments
Derivative Instruments Recorded at Fair Value
−Removed: Our derivative instruments, excluding our weather derivative contracts ( Weather Derivatives ), as discussed below, are recorded on our consolidated balance sheets at fair value, whether designated as a hedge or not.
+Added: Our derivative instruments, excluding our Weather Derivatives, as discussed below, are recorded in our consolidated balance sheets at fair value, whether designated as a hedge or not.
If the derivative instrument is not designated as a hedge, changes in the fair value of the derivative instrument are recognized in earnings.
20 unchanged sentences
We capitalize costs associated with the construction of new cable and mobile transmission and distribution facilities and the installation of new cable services.
−Removed: The nature and amount of labor and other costs to be capitalized with respect to construction and installation activities involves significant judgment.
+Added: The nature and amount of labor and other costs to be capitalized with respect to construction and installation activities involves judgment.
In addition to direct external and internal labor and materials, we also capitalize other costs directly attributable to our construction and installation activities, including dispatch costs, quality-control costs, vehicle-related costs and certain warehouse-related costs.
The capitalization of these costs is based on time sheets, time studies, standard costs, call tracking systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity.
−Removed: We continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to changes in facts and circumstances, such as the development of new products and services and changes in the manner that installations or construction activities are performed.
−Removed: Installation activities that are capitalized include (i) the initial connection (or drop) from our cable system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for additional services, such as digital cable, telephone or broadband internet service.
−Removed: The costs of other customer-facing activities, such as reconnecting and disconnecting customer locations and repairing or maintaining drops, are expensed as incurred.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to changes in facts and circumstances, such as the development of new products and services and changes in the manner that installations or construction activities are performed.
+Added: Installation activities that are capitalized include (i) the initial connection (or drop) from our cable system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for additional services, such as digital cable, telephone or broadband internet service.
+Added: The costs of other customer-facing activities, such as reconnecting and disconnecting customer locations and repairing or maintaining drops, are expensed as incurred.
We capitalize internal and external costs directly associated with the development of internal-use software.
14 unchanged sentences
Intangible Assets
−Removed: Our primary intangible assets relate to goodwill, customer relationships, cable television franchise rights and spectrum licenses.
+Added: Our primary intangible assets relate to goodwill, customer relationships, spectrum licenses and cable television franchise rights.
Goodwill represents the excess purchase price over the fair value of the identifiable net assets acquired in a business combination.
−Removed: Customer relationships, cable television franchise rights and spectrum licenses that are acquired in connection with a business combination are initially recorded at their fair values.
+Added: Customer relationships, spectrum licenses and cable television franchise rights that are acquired in connection with a business combination are initially recorded at their fair values.
Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually.
Intangible assets with finite lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values, and reviewed for impairment.
−Removed: We do not amortize our cable television franchise rights or spectrum licenses as these assets have indefinite lives.
−Removed: The spectrum licenses provide us with the exclusive right to utilize a certain radio frequency spectrum to provide wireless communications services.
−Removed: While spectrum licenses are issued for only a fixed time (generally, ten years), renewals of spectrum licenses occur routinely and at nominal cost.
−Removed: Moreover, we believe there are currently no significant legal, regulatory, contractual, competitive, economic or other factors limiting the useful lives of our spectrum licenses, and therefore we treat the spectrum licenses as indefinite-lived intangible assets.
−Removed: We believe we will be able to meet all requirements necessary to secure renewal of our spectrum licenses.
+Added: We do not amortize our cable television franchise rights or spectrum licenses that have indefinite lives.
+Added: Spectrum licenses provide us with the exclusive right to utilize a certain radio frequency spectrum to provide wireless communications services.
+Added: While spectrum licenses are issued for only a fixed time (generally, 10 years), renewals of spectrum licenses occur routinely and at nominal cost.
+Added: Moreover, we believe there are currently no significant legal, regulatory, contractual, competitive, economic or other factors limiting the useful lives of most of our spectrum licenses, and therefore we generally treat these spectrum licenses as indefinite-lived intangible assets.
+Added: We believe we will be able to meet all requirements necessary to secure renewal of such spectrum licenses.
For additional information regarding the useful lives of our intangible assets, see note 8.
Impairment of Property and Equipment and Intangible Assets
−Removed: When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and other indefinite-lived intangible assets) to determine whether such carrying amounts continue to be recoverable.
−Removed: Such changes in circumstance may include (i) the impact of natural disasters, such as hurricanes, (ii) an expectation of a sale or disposal of a long-lived asset or asset group, (iii) adverse changes in market or competitive conditions, (iv) an adverse change in legal factors or business climate in the markets in which we operate and (v) operating or cash flow losses.
−Removed: For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see below).
−Removed: If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized.
−Removed: Such adjustment is measured by the amount that the carrying value of such asset or asset
+Added: When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and other indefinite-lived intangible assets) to determine whether such carrying amounts continue to be
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: group exceeds its fair value.
+Added: Such changes in circumstance may include (i) the impact of natural disasters, such as hurricanes, (ii) an expectation of a sale or disposal of a long-lived asset or asset group, (iii) adverse changes in market or competitive conditions, (iv) an adverse change in legal factors or business climate in the markets in which we operate and (v) operating or cash flow losses.
+Added: For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see below).
+Added: If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized.
+Added: Such adjustment is measured by the amount that the carrying value of such asset or asset group exceeds its fair value.
We generally measure fair value by considering (i) sale prices for similar assets, (ii) discounted estimated future cash flows using an appropriate discount rate and/or (iii) estimated replacement cost.
Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.
−Removed: We evaluate goodwill and other indefinite-lived intangible assets (primarily cable television franchise rights and spectrum licenses) for impairment at least annually on October 1 and whenever facts and circumstances indicate that the fair value of a reporting unit or an indefinite-lived intangible asset may be less than its carrying value.
+Added: We evaluate goodwill and other indefinite-lived intangible assets for impairment at least annually on October 1 and whenever facts and circumstances indicate that the fair value of a reporting unit or an indefinite-lived intangible asset may be less than its carrying value.
For impairment evaluations with respect to both goodwill and other indefinite-lived intangibles, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangible may be impaired.
8 unchanged sentences
Contract assets are reclassified to trade receivables, net, in our consolidated balance sheet at the point in time we have the unconditional right to payment.
−Removed: Our contract assets were $ 82 million and $ 22 million as of December 31, 2020 and 2019, respectively.
+Added: Our aggregate contract assets were $ 142 million and $ 82 million as of December 31, 2021 and 2020, respectively.
The current and long-term portion of contract assets are included in other current assets, net, and other assets, net, respectively, in our consolidated balance sheets.
3 unchanged sentences
Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are recognized as an expense when incurred.
−Removed: Our deferred contract costs were $ 15 million and $ 8 million as of December 31, 2020 and 2019, respectively.
+Added: Our aggregate deferred contract costs were $ 39 million and $ 15 million as of December 31, 2021 and 2020, respectively.
The current and long-term portion of deferred contract costs are included in other current assets, net, and other assets, net, respectively, in our consolidated balance sheets.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
Deferred Revenue
2 unchanged sentences
Our aggregate current and long-term deferred revenue as of December 31, 2021 and 2020 was $ 301 million and $ 380 million, respectively.
−Removed: Long-term deferred revenue is included in other long-term liabilities in our consolidated balance sheets.
+Added: The decrease in our current and long-term deferred revenue balances during 2021, primarily relates to amortization of long-term capacity contracts and the reclassification of amounts related to the Chile JV into liabilities associated with assets held for sale, which were partially offset by new contracts entered into during the year.
Operating Leases
7 unchanged sentences
Contingent rental payments are recognized to expense when incurred.
−Removed: Our right-of-use assets are included in other assets, net, in our consolidated
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: balance sheets.
−Removed: Our current and non-current operating lease liabilities are included in other accrued and current liabilities and other long-term liabilities , respectively, in our consolidated balance sheets.
+Added: Our right-of-use assets and non-current operating lease liabilities are included in other assets, net , and other long-term liabilities , respectively, in our consolidated balance sheets.
We use a credit-adjusted discount rate to measure our operating lease liabilities.
1 unchanged sentence
Treasury Bill rate.
−Removed: To determine credit risk, we create an industry benchmark credit default swap ( CDS ) curve from an observable high-yield debt index using comparable telecommunication companies as a proxy.
+Added: To determine credit risk, we create an industry benchmark CDS curve from an observable high-yield debt index using comparable telecommunication companies as a proxy.
We then determine the maximum curve shift against this CDS curve derived from our own tradable debt within each borrowing group, and make adjustments to correct for the collateralized interest rate spread by comparing unsecured debt to asset-backed securities (secured debt) trades, which is based on the spread between the BB- and B+ industrial curves.
11 unchanged sentences
For additional information regarding our income taxes, see note 15.
−Removed: Employee Benefit Plans
−Removed: Certain of our subsidiaries maintain various employee defined benefit plans.
−Removed: Defined benefit pension plan costs are determined using actuarial methods and are accounted for using the projected unit credit method, which incorporates management’s best estimates of future salary levels, other cost escalations, retirement ages of employees, and other actuarial factors.
−Removed: Our net asset or liability in respect of defined benefit pension plans represents the fair value of the plan assets, less the present value of the defined benefit obligations.
−Removed: The fair value of plan assets and the projected benefit obligation for each plan is calculated annually by independent qualified actuaries.
−Removed: Defined benefit assets are only recognized to the extent they are deemed recoverable.
−Removed: For additional information regarding our defined benefit plans, see note 16.
−Removed: Certain of our subsidiaries participate in externally managed defined contribution pension plans.
−Removed: A defined contribution plan is a pension plan under which we have no further obligation once the fixed defined contribution has been paid to the third-party administrator of the plan.
−Removed: Contributions under our defined contribution pension plans are recognized as incurred in other operating costs and expenses in our consolidated statements of operations.
Liberty Latin America Ltd.
46 unchanged sentences
Government Funding Revenue.
−Removed: From time to time, we received funds from the Federal Communications Commission ( FCC ), primarily in Puerto Rico, related to hurricane restoration efforts.
−Removed: The FCC does not meet the definition of a “customer,” accordingly, we recognized the funds granted from the FCC as other revenue in the period in which we are entitled to receive the funds.
−Removed: Sales, Use and Other Value-Added Taxes ( VAT ).
+Added: From time to time, we receive funds from the FCC, primarily in Puerto Rico, where funds were established in an effort to restore, expand and upgrade fixed and mobile networks in Puerto Rico and the U.S.
+Added: Virgin Islands.
+Added: We recognize funds granted from the FCC as other revenue in the period in which we are entitled to receive the funds, as the FCC does not meet the definition of a “customer.”
+Added: Sales, Use and Other VAT .
Revenue is recorded net of applicable sales, use and other value-added taxes.
1 unchanged sentence
We recognize compensation expense associated with share-based incentive awards based on their grant-date fair values.
−Removed: The grant-date fair values for stock appreciation rights ( SARs ) are estimated using the Black-Scholes-Merton valuation model and the grant-date fair values for restricted stock units ( RSUs ) and performance-based restricted stock units ( PSUs ) are based upon the closing market price of our stock on the date of grant.
+Added: The grant-date fair values for SARs and PSARs are estimated using the Black-Scholes-Merton valuation model, and the grant-date fair values for RSUs and PSUs are based upon the closing market price of our stock on the date of grant.
We may also settle annual bonus-related obligations in the form of equity.
−Removed: We use the liability-based method of accounting in such situation, as the equity to be issued is variable.
+Added: We use the liability-based method of accounting in such situations, as the equity to be issued is variable.
We use the legal life of the award for the expected life of SARs granted to executives.
−Removed: For SARs granted to non-executives, the expected life is calculated using the “simplified method.” We believe the simplified method is appropriate for these awards as we do not have historical exercise data for periods prior to our December 2017 split-off from our former parent company (the Split-Off ), Liberty Global, Plc ( Liberty Global ).
+Added: For SARs granted to non-executives, the expected life is calculated using the “simplified method.” We believe the simplified method is appropriate for these awards as we do not have historical exercise data for periods prior to the Split-Off.
The expected volatility of SARs is based on a weighted average calculation that may include (i) data from a comparable group of peer companies, (ii) Liberty Latin America’s share trading history and/or (iii) the implied volatility from traded LILA and LILAK options.
3 unchanged sentences
Earnings (Loss) per Share
−Removed: Basic earnings (loss) per share ( EPS ) is computed by dividing net earnings (loss) attributable to Liberty Latin America shareholders by the weighted average number of Liberty Latin America common shares ( Liberty Latin America Shares ) during the years presented, as further described below.
+Added: Basic EPS is computed by dividing net earnings (loss) attributable to Liberty Latin America shareholders by the weighted average number of Liberty Latin America Shares during the years presented, as further described below.
Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares as if they had been exercised, vested or converted at the beginning of the periods presented.
4 unchanged sentences
We reported losses attributable to Liberty Latin America shareholders during 2021, 2020 and 2019.
−Removed: As a result, the potentially dilutive effect at December 31, 2020, 2019 and 2018 of the following items was not included in the computation of diluted loss per share for such periods because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs, because such awards had not yet met the applicable performance criteria:
−Removed: (i) using the if-converted method, the aggregate number of shares potentially issuable under our Convertible Notes of approximately 19.5 million, 18.1 million and nil , respectively, (ii) the aggregate number of shares issuable pursuant to outstanding options, SARs and RSUs of
+Added: As a result, the potentially dilutive effect at December 31, 2021, 2020 and 2019 of the following items was not included in the computation of diluted loss per share for such periods 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:
+Added: (i) using the if-converted method, the aggregate number of shares potentially issuable under our Convertible Notes of approximately 19.5 million, 19.5 million and 18.1 million, respectively, (ii) the aggregate number of shares issuable pursuant to outstanding options, SARs and RSUs of approximately 24.7 million, 19.1 million and 15.2 million, respectively, and (iii) the aggregate number of shares
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: approximately 19.1 million, 15.2 million and 13.1 million, respectively, and (iii) the aggregate number of shares issuable pursuant to outstanding PSUs of approximately 1.1 million, 2.0 million and 2.1 million, respectively.
−Removed: A portion of these amounts relate to Liberty Latin America Shares held by employees of Liberty Global.
+Added: issuable pursuant to outstanding PSUs and PSARs of approximately 10.1 million, 1.1 million and 2.0 million, respectively.
+Added: 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.
Litigation Costs
1 unchanged sentence
(4) Acquisitions and Disposition
−Removed: Pending Acquisition
−Removed: On July 30, 2020, we entered into a definitive agreement to acquire Telefónica S.A.’s wireless operations in Costa Rica in an all-cash transaction based upon an enterprise value of $ 500 million on a cash- and debt-free basis (the Telefónica-Costa Rica Acquisition ).
+Added: Pending Acquisitions
+Added: Claro Panama Acquisition.
+Added: 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.
The transaction is subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2022.
+Added: 2021 Acquisitions
+Added: Telefónica Costa Rica Acquisition.
+Added: On July 30, 2020, we entered into the Telefónica Acquisition Agreement to acquire Telefónica S.A.’s operations in Costa Rica in an all-cash transaction based upon an enterprise value of $ 500 million on a cash- and debt-free basis.
+Added: On August 9, 2021, we completed the acquisition of all of the outstanding shares of Telefónica Costa Rica.
+Added: The Telefónica Costa Rica Acquisition was financed through a combination of debt, existing cash and a $ 47 million equity contribution from the noncontrolling interest owner of our Cabletica entity, as further described in note 19.
+Added: The following table sets forth a reconciliation of the stated purchase price included in the Telefónica Acquisition Agreement to the net cash paid for the Telefónica Costa Rica Acquisition (in millions):
+Added: Stated Telefónica Acquisition Agreement purchase price
+Added: Preliminary working capital adjustments 37.6
+Added: Total purchase price 537.6
+Added: Opening balance sheet cash
+Added: Net cash paid for the Telefónica Costa Rica Acquisition
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: We have accounted for the Telefónica Costa Rica 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 Telefónica Costa Rica based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill.
+Added: The preliminary opening balance sheet is subject to adjustment based on our final assessment of the fair values of the acquired identifiable net assets and liabilities.
+Added: The items with the highest likelihood to change upon finalization of the valuation process include property and equipment, goodwill, intangible assets, leases and income taxes.
+Added: A summary of the purchase price and preliminary opening balance sheet of Telefónica Costa Rica at the August 9, 2021 acquisition date are presented in the following table (in millions):
+Added: Current assets (a) $ 74.7
+Added: Goodwill (b) 262.0
+Added: Property and equipment 142.2
+Added: Intangible assets subject to amortization (c) 131.9
+Added: Other assets (d) 178.6
+Added: Current liabilities (e) ( 88.6 )
+Added: Long-term liabilities (f) ( 163.2 )
+Added: Total purchase price (g) $ 537.6
+Added: (a) Primarily consists of trade receivables, notes receivables related to EIP receivables, and cash.
+Added: (b) The goodwill recognized in connection with the Telefónica Costa Rica Acquisition is primarily attributable to (i) the ability to take advantage of Telefónica Costa Rica’s existing mobile network to gain immediate access to potential customers, and (ii) synergies that are expected to be achieved through the integration of Telefónica Costa Rica with Liberty Latin America’s existing business in Costa Rica, Cabletica.
+Added: Due to the nature of the Telefónica Costa Rica Acquisition, no tax deductions related to goodwill are expected.
+Added: (c) At August 9, 2021, the preliminary assessments of the weighted average useful lives of the acquired customer relationship intangible assets and spectrum intangible assets were approximately 7 years and 25 years, respectively.
+Added: (d) Long-term assets primarily consist of the long-term portion of note receivables related to equipment installment-plan receivables and operating lease right-of-use assets.
+Added: (e) Primarily consist of accounts payable and current operating lease obligations.
+Added: (f) Primarily consist of the non-current portion of operating lease obligations and deferred tax liabilities.
+Added: (g) Amount excludes $ 9 million of direct acquisition costs incurred during 2021.
+Added: Direct acquisition costs are included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.
+Added: Our consolidated statement of operations for the year ended December 31, 2021 includes revenue and net earnings of $ 112 million and $ 5 million, respectively, attributable to Telefónica Costa Rica.
+Added: Broadband VI, LLC Acquisition.
+Added: 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, subject to certain post-closing adjustments.
+Added: Broadband VI, LLC provides fixed services to residential and business customers in the U.S.
+Added: Virgin Islands and will be included in our Liberty Puerto Rico reportable segment.
2020 Acquisition
−Removed: On October 9, 2019, Liberty Communications and Liberty Latin America entered into a stock purchase agreement (the Acquisition Agreement ) with certain subsidiaries of AT&T Inc.
−Removed: ( AT&T ) to acquire AT&T’s wireless and wireline operations in Puerto Rico and the U.S.
−Removed: Virgin Islands (the AT&T Acquisition ) in an all-cash transaction.
−Removed: Pursuant to the Acquisition Agreement, we agreed to acquire directly or indirectly, all of the outstanding shares of AT&T Mobility Puerto Rico Inc., AT&T Mobility Virgin Islands Inc.
−Removed: and Beach Holding Corporation, collectively the " AT&T Acquired Entities ," which are also referred to as Liberty Mobile and its subsidiaries in note 1.
−Removed: The AT&T Acquisition closed on October 31, 2020.
+Added: AT&T Acquisition.
+Added: On October 31, 2020, we acquired from AT&T all of the outstanding shares of the AT&T Acquired Entities, which following the closing of the AT&T Acquisition are referred to as Liberty Mobile and its subsidiaries.
The operations acquired in the AT&T Acquisition provide consumer mobile and B2B services in Puerto Rico and the U.S.
Virgin Islands.
−Removed: The AT&T Acquisition was valued at an enterprise value of $ 1,950 million on a cash- and debt-free basis, subject to certain adjustments.
−Removed: We financed this acquisition, including related fees and expenses, through a combination of net proceeds from the 2027 LPR Senior Secured Notes, the 2027 LPR Senior Secured Notes Add-on, the 2026 SPV Credit Facility and available liquidity.
−Removed: For further information about our debt and available liquidity, see note 10.
−Removed: As a regulatory condition to close the AT&T Acquisition, we were required by the Department of Justice (the DOJ ) to divest certain B2B operations that are a part of our existing operations in Puerto Rico.
−Removed: To meet the conditions of the DOJ, we entered into an agreement during the fourth quarter of 2020 to divest those B2B operations in Puerto Rico for a stated purchase price of $ 22 million.
−Removed: The disposal of this B2B business closed in early January 2021.
−Removed: AT&T will provide ongoing support to the AT&T Acquired Entities under a transition services agreement (the TSA ) for a period up to 36 months following the closing of the AT&T Acquisition.
−Removed: Services under the TSA include, but are not limited to, (i) network operations, (ii) customer service, (iii) finance and accounting, (iv) information technology, (v) sales and marketing and (vi) content-related services.
−Removed: We may terminate any services under the TSA upon sixty business days’ notice to AT&T in accordance with the terms and conditions of the TSA.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: As a condition of approval of the AT&T Acquisition, the United States Department of Justice required us to divest certain B2B operations that were a part of our then-existing operations in Puerto Rico.
+Added: We satisfied this condition in January 2021 by divesting those B2B operations for a stated sales price of $ 22 million.
+Added: In connection with this divestiture, we recognized a gain on sale of $ 9 million, which is included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.
+Added: We have reflected the assets and liabilities associated with this B2B operation as held for sale on our December 31, 2020 consolidated balance sheet.
+Added: AT&T is providing ongoing support to the AT&T Acquired Entities under the AT&T TSA for a period up to 36 months following the closing of the AT&T Acquisition.
+Added: Services under the AT&T TSA include, but are not limited to, (i) network operations, (ii) customer service, (iii) finance and accounting, (iv) information technology, (v) sales and marketing and (vi) content-related services.
+Added: We may terminate any services under the AT&T TSA upon sixty business days’ notice to AT&T in accordance with the terms and conditions of the AT&T TSA.
The following table sets forth a reconciliation of the stated purchase price included in the Acquisition Agreement to the “Accounting Purchase Price” (in millions):
2 unchanged sentences
Working capital and other purchase price adjustments:
−Removed: Preliminary closing adjustments (b) ( 51.7 )
+Added: Closing adjustments (b) ( 51.7 )
Additional working capital consideration (c) 61.0
2 unchanged sentences
Accounting Purchase Price $ 1,932.4
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
(a) Represents the portion of the stated Acquisition Agreement purchase price that has been allocated to the purchase of prepaid roaming services.
1 unchanged sentence
If the credits are not used for roaming services in that time period, any remaining credit may be used to acquire certain other services from AT&T thereafter.
−Removed: For accounting purposes, we have bifurcated the discounted value of these services from the stated purchase consideration, of which $ 11 million and $ 62 million are included in prepaid expenses and other assets, net, respectively, in our December 31, 2020 consolidated balance sheet.
−Removed: The total amount allocated to the purchase of prepaid roaming, $ 73 million, has been included in net cash provided by operating activities in our consolidated statement of cash flows.
−Removed: (b) Represents preliminary closing adjustments to the purchase price pursuant to the terms of the Acquisition Agreement for (i) closing working capital balances, (ii) outstanding indebtedness and (iii) shortfalls in equipment subsidies made by AT&T prior to the closing of the AT&T Acquisition.
+Added: For accounting purposes, we have bifurcated the discounted value of these services from the stated purchase consideration and reflected the amount allocated to the purchase of prepaid roaming, $ 73 million, in net cash provided by operating activities in our consolidated statement of cash flows.
+Added: (b) Represents closing adjustments to the purchase price pursuant to the terms of the Acquisition Agreement for (i) closing working capital balances, (ii) outstanding indebtedness and (iii) shortfalls in equipment subsidies made by AT&T prior to the closing of the AT&T Acquisition.
(c) Represents cash paid subsequent to the closing of the AT&T Acquisition related to certain liabilities of the AT&T Acquired Entities that were not assumed by us under the terms of the Acquisition Agreement.
−Removed: (d) The net cash paid for the AT&T Acquisition is comprised of (i) the AT&T Acquisition Restricted Cash, as defined and described in note 10, which comprised $ 1,353 million and was released upon consummation of the AT&T Acquisition, and (ii) $ 533 million of cash and cash equivalents from available liquidity.
+Added: (d) The net cash paid for the AT&T Acquisition is comprised of (i) the AT&T Acquisition Restricted Cash, as described in note 10, which comprised $ 1,353 million and was released upon consummation of the AT&T Acquisition, and (ii) $ 533 million of cash and cash equivalents from available liquidity.
(e) Prior to the closing of the AT&T Acquisition, AT&T made prepayments to the tax authorities of Puerto Rico and the U.S.
2 unchanged sentences
Pursuant to the Acquisition Agreement, if we utilize such prepayments to reduce our future income tax liabilities, we are required to pay AT&T additional purchase consideration.
−Removed: The fair value of this contingent purchase consideration has been included in other accrued and current liabilities in our consolidated balance sheet.
−Removed: We have accounted for the AT&T Acquisition as a business combination using the acquisition method of accounting, whereby the Accounting Purchase Price was allocated to the acquired identifiable net assets of the AT&T Acquired Entities based on assessments of their respective fair values, and the excess of the Accounting Purchase Price over the fair values of these identifiable net assets was allocated to goodwill.
−Removed: The purchase price allocation to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based on preliminary information.
−Removed: This preliminary information is subject to change as we obtain additional facts, primarily related to the acquired property and equipment, intangible assets, leases and income taxes.
−Removed: The information available to us to allocate consideration to acquired property and equipment and intangible assets is impacted as follows:
−Removed: • Property and equipment:
−Removed: the proximity of the acquisition date to our fiscal year-end date of December 31, 2020 and contractual restrictions set forth in the terms of the Acquisition Agreement that limit our ability to access certain historical cost information.
−Removed: • Spectrum intangible assets:
−Removed: the proximity of the acquisition date to our fiscal year-end date of December 31, 2020, which has limited our ability to obtain all necessary information regarding the assets acquired, resulting in the on-going analysis of market data to establish an estimate.
−Removed: As a result of these factors, we expect the valuation of property and equipment and the spectrum intangible assets, which are each currently based upon the historical values of the AT&T Acquired Entities, will require the following:
−Removed: • Property and equipment:
−Removed: the use of an indirect cost approach, which utilizes trends based on historical cost information, supplemented with a market and direct replacement cost method for certain assets.
−Removed: • Spectrum intangible assets:
−Removed: the anticipated use of either an adjusted “market” approach, which requires the calibration of observable market inputs to reflect the fair value of the assets acquired, or a combination of an adjusted market-based approach with an income-based approach, which requires a wide range of assumptions and inputs, including forecasting costs associated with building a complementary asset base.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: Additionally, the valuation of the customer relationship intangible assets, which is currently based upon a preliminary multi-period excess earnings valuation method, will require updates to assumptions and inputs used, including the determination of contributory asset charges dependent on the valuation of the property and equipment and spectrum intangible assets.
−Removed: For additional information regarding fair value methods used in acquisition accounting, see note 6.
−Removed: During the measurement period, we will adjust the values attributed to our preliminary opening balance sheet, most notably acquired property and equipment, intangible assets, leases and income taxes, as additional information is obtained about facts and circumstances that existed as of the closing date of the AT&T Acquisition.
−Removed: A summary of the preliminary opening balance sheet of the AT&T Acquired Entities at the October 31, 2020 acquisition date is presented in the following table (in millions):
−Removed: Trade receivables $ 51.0
−Removed: Prepaid expenses 0.1
−Removed: Other current assets (a) 102.7
−Removed: Goodwill (b) 352.2
+Added: We have accounted for the AT&T 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 the AT&T Acquired Entities based on assessments of their respective fair values, and the excess of the total purchase price over the fair values of these identifiable net assets was allocated to goodwill.
+Added: A summary of the purchase price and the opening balance sheet of the AT&T Acquired Entities at the October 31, 2020 acquisition date is presented in the following table.
+Added: The opening balance sheet presented below reflects our final purchase price allocation (in millions):
+Added: Current assets (a) (b) $ 155.6
+Added: Goodwill (c) 196.9
Property and equipment 768.6
−Removed: Intangible assets subject to amortization, net (c) 82.7
−Removed: Intangible assets not subject to amortization (d) 894.4
−Removed: Other assets (a) (e) 286.6
−Removed: Accounts payable ( 3.0 )
−Removed: Current portion of debt and finance lease obligations ( 0.2 )
−Removed: Other accrued and current liabilities (e) ( 64.3 )
+Added: Intangible assets subject to amortization (d) 85.6
+Added: Intangible assets not subject to amortization (e) 1,043.0
+Added: Other assets (b) (g) 272.8
+Added: Current liabilities (f) (g) ( 67.9 )
Long-term debt and finance lease obligations ( 10.6 )
Non-current deferred tax liabilities ( 344.3 )
−Removed: Other long-term liabilities (e) ( 167.3 )
−Removed: Total purchase price (f) $ 1,930.8
−Removed: (a) Other current assets and other assets include $ 67 million and $ 39 million, respectively, in EIP receivables, as further described in note 3.
−Removed: (b) The goodwill recognized in connection with the AT&T Acquisition is primarily attributable to (i) the ability to take advantage of the AT&T Acquired Entities’ existing mobile network to gain immediate access to potential customers and (ii) synergies that are expected to be achieved through the integration of the AT&T Acquired Entities with Liberty Latin America.
−Removed: Due to the nature of the AT&T Acquisition, no tax deductions related to goodwill are expected.
−Removed: (c) Amount includes intangible assets related to customer relationships.
+Added: Other long-term liabilities (g) ( 167.3 )
+Added: Total purchase price (h) $ 1,932.4
+Added: (a) Current assets consists of trade receivables, prepaid expenses and other current assets.
+Added: (b) Current assets and other assets include $ 67 million and $ 39 million, respectively, in EIP receivables.
+Added: (c) The goodwill recognized in connection with the AT&T Acquisition is primarily attributable to (i) the ability to take advantage of the AT&T Acquired Entities’ existing mobile network to gain immediate access to potential customers and (ii) synergies that are expected to be achieved through the integration of the AT&T Acquired Entities with Liberty Latin America.
+Added: Due to the nature of the AT&T Acquisition, no tax deductions related to goodwill have been taken.
+Added: (d) Amount includes intangible assets related to customer relationships.
At October 31, 2020, the weighted average useful life of the acquired customer relationship intangible assets was approximately 10 years.
−Removed: (d) Amount represents spectrum licenses.
−Removed: (e) Other assets, other accrued and current liabilities and other long-term liabilities include $ 196 million, $ 33 million and $ 163 million related to operating lease right-of-use assets, current operating lease obligations and non-current operating lease obligations, respectively.
−Removed: (f) Amount excludes $ 56 million of direct acquisition costs, including $ 5 million incurred during 2019.
−Removed: Direct acquisition costs are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.
−Removed: Our consolidated statement of operations for the year ended December 31, 2020 includes revenue of $ 174 million and net loss of $ 83 million attributable to the AT&T Acquired Entities.
+Added: (e) Amount represents the estimated fair value of spectrum licenses.
+Added: (f) Current liabilities include accounts payable, current portion of debt and finance lease obligations and other accrued and current liabilities.
+Added: (g) Other assets, current liabilities and other long-term liabilities include $ 182 million, $ 33 million and $ 163 million related to operating lease right-of-use assets, current operating lease obligations and non-current operating lease obligations, respectively.
+Added: (h) Amount excludes $ 51 million and $ 5 million of direct acquisition costs, incurred during 2020 and 2019, respectively.
Liberty Latin America Ltd.
2 unchanged sentences
Supplemental Pro Forma Information
−Removed: The following unaudited pro forma financial information is based on the historical carve-out financial statements of the AT&T Acquired Entities and is intended to provide information about how the AT&T Acquisition may have affected Liberty Latin America’s historical consolidated financial statements if it had closed as of January 1, 2019.
−Removed: The pro forma financial information below is based on available information and assumptions that we believe are reasonable.
−Removed: 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 the AT&T Acquisition occurred on the date indicated nor should it be considered representative of our future financial condition or results of operations.
+Added: The pro forma financial information set forth in the tables below is based on available information and assumptions that we believe are reasonable.
+Added: 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 these acquisitions occurred on the date indicated nor should it be considered representative of our future financial condition or results of operations.
+Added: The pro forma information set forth in the tables below include, as applicable, tax-effected pro forma adjustments primarily related to:
+Added: the impact of estimated costs associated with the AT&T TSA that replaced parent-company allocations included in the historical financial statements of the AT&T Acquired Entities;
+Added: the impact of estimated revenue and costs associated with the transition services agreement entered into in connection with the Telefónica Costa Rica Acquisition;
+Added: the impact of new rate agreements associated with roaming, subsea and ethernet services stemming from the AT&T Acquisition;
+Added: the alignment of accounting policies;
+Added: interest expense related to additional borrowings in conjunction with the AT&T Acquisition and the Telefónica Costa Rica Acquisition;
+Added: depreciation expense related to acquired tangible assets;
+Added: amortization expense related to acquired intangible assets;
+Added: the elimination of direct acquisition costs.
+Added: The following unaudited pro forma consolidated operating results give effect to the Telefónica Costa Rica Acquisition, as if it had been completed as of January 1, 2020:
Year ended December 31, 2021
1 unchanged sentence
Net loss attributable to Liberty Latin America shareholders $ ( 429.1 )
−Removed: The pro forma information set forth in the table above includes tax-effected pro forma adjustments primarily related to:
−Removed: the impact of estimated costs associated with the TSA that replaced parent-company allocations included in the historical financial statements of the AT&T Acquired Entities;
−Removed: the impact of new rate agreements associated with roaming, subsea and ethernet services;
−Removed: the alignment of accounting policies;
−Removed: interest expense related to additional borrowings in conjunction with the AT&T Acquisition;
−Removed: the elimination of direct acquisition costs.
+Added: The following unaudited pro forma consolidated operating results give effect to (i) the Telefónica Costa Rica Acquisition, as if it had been completed as of January 1, 2020, and (ii) the AT&T Acquisition, as if it had been completed as of January 1, 2019:
+Added: Year ended December 31, 2020
+Added: Revenue $ 4,771.6
+Added: Net loss attributable to Liberty Latin America shareholders $ ( 556.9 )
2019 Acquisition
−Removed: Effective March 31, 2019, we completed the acquisition of an 87.5 % interest in United Telecommunication Services N.V.
−Removed: ( UTS ) for an initial cash purchase price of $ 162 million, which was subject to certain potential post-closing adjustments, based on an enterprise value of $ 189 million (the UTS Acquisition ).
+Added: Effective March 31, 2019, we completed the acquisition of an 87.5 % interest in UTS for an initial cash purchase price of $ 162 million, which was subject to certain potential post-closing adjustments, based on an enterprise value of $ 189 million.
As noted below, during the first quarter of 2020, the purchase price was reduced by $ 6 million due to certain post-closing working capital adjustments.
3 unchanged sentences
Eustatius and Saba.
−Removed: The UTS Acquisition was funded through a $ 170 million draw on the C&W Revolving Credit Facility, as defined in note 10.
+Added: The UTS Acquisition was funded through a $ 170 million draw on the C&W Revolving Credit Facility.
Liberty Latin America Ltd.
15 unchanged sentences
Total purchase price (c) $ 155.9
−Removed: (a) The goodwill recognized in connection with the UTS Acquisition is primarily attributable to (i) the ability to take advantage of UTS’s existing broadband communications and mobile networks to gain immediate access to potential customers, and (ii) synergies that are expected to be achieved through the integration of UTS with C&W’s existing business in Curacao.
−Removed: (b) Amount represents the estimated aggregate fair value of the noncontrolling interest in UTS as of March 31, 2019.
−Removed: (c) Excludes $ 3 million of direct acquisition costs, including $ 1 million incurred during 2018.
−Removed: Direct acquisition costs are included in impairment, restructuring and other operating items, net, in our consolidated statements of operations.
−Removed: Our consolidated statement of operations for the year ended December 31, 2019 includes revenue of $ 96 million and net earnings of $ 4 million attributable to UTS.
+Added: (a) The goodwill recognized in connection with the UTS Acquisition is primarily attributable to the ability to take advantage of UTS’s existing broadband communications and mobile networks to gain immediate access to potential customers.
+Added: (b) Amount represents the aggregate fair value of the noncontrolling interest in UTS as of March 31, 2019.
+Added: (c) Excludes $ 3 million of direct acquisition costs, including $ 1 million incurred prior to 2019.
Supplemental pro forma information related to the UTS Acquisition has not been included as it would not have had a significant impact on our results of operations during 2019.
2019 Disposition
−Removed: During the fourth quarter of 2019, we disposed of our operations in the Seychelles (the Seychelles Disposition ) at an enterprise value of $ 104 million.
−Removed: As a result of the Seychelles Disposition, we received $ 78 million of net cash inflows and recorded a loss on disposition of $ 3 million.
−Removed: 2018 Acquisition
−Removed: On February 12, 2018, we entered into a definitive agreement to acquire certain assets and liabilities related to Televisora de Costa Rica S.A.’s ( Televisora ) cable operations in Costa Rica based on an enterprise value of $ 252 million, subject to certain customary adjustments.
−Removed: As part of the agreement, the owners of Televisora retained a 20 % ownership interest in Cabletica.
−Removed: On October 1, 2018, we completed the acquisition of our 80 % interest (the Cabletica Acquisition ) for an effective purchase price of $ 226 million, after working capital adjustments and deducting the value of Televisora’s retained equity interest.
−Removed: The Cabletica Acquisition was financed through a combination of debt and existing cash.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: We have accounted for the Cabletica 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 Cabletica based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill.
−Removed: A summary of the purchase price and opening balance sheet of Cabletica at the October 1, 2018 acquisition date is presented in the following table.
−Removed: The opening balance sheet presented below reflects our final purchase price allocation (in millions):
−Removed: Other current assets $ 6.3
−Removed: Property and equipment 65.8
−Removed: Goodwill (a) 159.6
−Removed: Intangible assets subject to amortization (b) 52.7
−Removed: Other assets 0.1
−Removed: Other accrued and current liabilities ( 17.7 )
−Removed: Non-current deferred tax liabilities ( 14.6 )
−Removed: Other long-term liabilities ( 0.7 )
−Removed: Noncontrolling interest (c) ( 25.1 )
−Removed: Total purchase price (d)
−Removed: (a) The goodwill recognized in connection with the Cabletica Acquisition is primarily attributable to the ability to take advantage of Cabletica’s existing advanced broadband communications network as a base on which to expand our footprint in the region, and to gain immediate access to potential customers.
−Removed: (b) Amount primarily includes intangible assets related to customer relationships.
−Removed: As of October 1, 2018, the weighted average useful life of Cabletica’s intangible assets was approximately eleven years .
−Removed: (c) Amount represents the fair value of Televisora’s interest in Cabletica as of the October 1, 2018 acquisition date.
−Removed: (d) Excludes $ 5 million of direct acquisition costs, including $ 3 million incurred during 2018 .
+Added: During the fourth quarter of 2019, we disposed of our operations in the Seychelles receiving $ 78 million in net cash flows that has been reflected in investing activities in the consolidated statement of cash flows.
(5) Derivative Instruments
1 unchanged sentence
In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure with respect to the U.S.
−Removed: dollar ( $ ), the Chilean peso ( CLP ), the Colombian peso ( COP ) and the Jamaican dollar ( JMD ).
+Added: dollar, the CLP, the COP and the CRC.
With the exception of certain foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments.
5 unchanged sentences
December 31, 2021 December 31, 2020
−Removed: Current (a) Long-term (a) Total Current (a) Long-term (a) Total
−Removed: Cross-currency and interest rate derivative contracts (b)
−Removed: $ 0.7 $ 4.4 $ 5.1 $ 23.4 $ 126.9 $ 150.3
+Added: Current (a)(b) Long-term (a)(b) Total Current (a) Long-term (a) Total
+Added: Cross-currency and interest rate derivative contracts (c) $ 15.1 $ 25.3 $ 40.4 $ 0.7 $ 4.4 $ 5.1
Foreign currency forward contracts
1 unchanged sentence
Total $ 15.2 $ 25.3 $ 40.5 $ 0.7 $ 4.4 $ 5.1
−Removed: Cross-currency and interest rate derivative contracts (b)
−Removed: $ 71.4 $ 403.0 $ 474.4 $ 34.9 $ 99.6 $ 134.5
+Added: Cross-currency and interest rate derivative contracts (c) $ 33.3 $ 62.1 $ 95.4 $ 71.4 $ 403.0 $ 474.4
Foreign currency forward contracts
2 unchanged sentences
(a) Our current derivative assets, long-term derivative assets and long-term derivative liabilities are included in other current assets, net, other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.
−Removed: (b) We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments.
−Removed: In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 10).
−Removed: The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of $ 47 million, $ 4 million and ($ 23 million) during 2020, 2019 and 2018, respectively.
−Removed: The gain during the 2020 period is primarily due to increased credit risk stemming from market reaction to the COVID-19 outbreak, as further described and defined in note 9.
−Removed: These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations.
+Added: (b) In connection with the pending formation of the Chile JV, the derivative assets and liabilities associated with the Chile JV Entities have been included in assets held for sale and liabilities associated with assets held for sale, respectively, on our December 31, 2021 consolidated balance sheet.
+Added: For information regarding the pending formation of the Chile JV and the held for sale presentation of the Chile JV Entities, see note 9.
+Added: (c) We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments.
+Added: In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 10) and are recorded in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations.
For further information regarding our fair value measurements, see note 6.
3 unchanged sentences
2021 2020 2019
−Removed: Cross-currency and interest rate derivative contracts (a) $ ( 328.6 ) $ ( 21.0 ) $ 69.6
+Added: Cross-currency and interest rate derivative contracts (a) (b) $ 565.4 $ ( 328.6 ) $ ( 21.0 )
Foreign currency forward contracts 25.8 ( 7.8 ) 9.4
1 unchanged sentence
Total $ 564.1 $ ( 352.7 ) $ ( 17.2 )
−Removed: (a) The losses for 2020 include a realized gain of $ 71 million associated with the settlement of certain cross-currency interest rate swaps at VTR in June 2020 that were unwound in connection with the July 2020 refinancing of certain VTR debt.
−Removed: For additional information regarding the refinancing, see note 10.
+Added: (a) Changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of ($ 41 million), $ 47 million and $ 4 million during 2021, 2020 and 2019, respectively.
+Added: Included in the 2021 credit risk valuation adjustment is a net loss of $ 30 million related to the Chile JV Entities.
+Added: The gain during the 2020 period is primarily due to increased credit risk stemming from market reaction to the COVID-19 outbreak, as further described and defined in note 8.
+Added: These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: (b) The losses for 2020 include a realized gain of $ 71 million associated with the settlement of certain cross-currency swaps at VTR in June 2020 that were unwound in connection with the July 2020 refinancing of certain VTR debt.
+Added: For additional information regarding the refinancing, see note 10.
The following table sets forth the classification of the net cash inflows (outflows) of our derivative instruments:
5 unchanged sentences
Total $ ( 138.7 ) $ 139.8 $ 17.4
−Removed: (a) The 2020 amount is primarily related to the settlement of certain cross-currency interest rate swaps at VTR.
−Removed: The settlement proceeds were used in part to redeem certain VTR debt in July 2020, as further described in note 10.
+Added: (a) The 2021 amount is primarily related to (i) $ 11 million associated with the settlement of interest rate swaps at VTR in connection with the refinancing of the VTR Credit Facilities and (ii) $ 32 million associated with the settlement of interest rate swaps at Liberty Puerto Rico in connection with the refinancing of the LPR Credit Facilities.
+Added: The 2020 amount is primarily related to the settlement of certain cross-currency interest rate swaps at VTR.
+Added: For additional information regarding our debt refinancing activity, see note 10.
Counterparty Credit Risk
11 unchanged sentences
Our policy is generally to provide for an economic hedge against foreign currency exchange rate movements, whenever possible and when cost effective to do so, by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency.
−Removed: The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at December 31, 2020:
−Removed: Borrowing group Notional amount
−Removed: counterparty Notional amount
−Removed: counterparty Weighted average remaining life
−Removed: in millions in years
−Removed: C&W $ 14.3 JMD 1,817.5 2.0
−Removed: $ 56.3 COP 197,014.1 5.6
−Removed: VTR $ 1,150.0 CLP 933,800.0 5.5
+Added: At December 31, 2021, our C&W borrowing group had a cross-currency swap contract with notional amounts due from and to counterparties of $ 56 million and COP 197,014 million, respectively, with a remaining contractual life of 4.6 years.
Liberty Latin America Ltd.
10 unchanged sentences
$ 3,115.0 6.0
−Removed: VTR $ 198.0 2.1
Liberty Puerto Rico $ 500.0 10.0
−Removed: Cabletica $ 53.5 2.5
−Removed: (a) Includes forward-starting derivative instruments.
+Added: Costa Rica (b) $ 276.7 2.0
+Added: (a) Includes forward-starting derivative instruments and, on certain interest rate swaps, an embedded floor of 0 %.
+Added: (b) Includes an embedded floor of 0.75 %.
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.
4 unchanged sentences
in millions in years
−Removed: C&W $ 1,510.0 0.7
−Removed: Liberty Puerto Rico $ 1,000.0 0.1
+Added: C&W (a) $ 2,100.0 1.5
+Added: Liberty Puerto Rico (a) $ 620.0 1.5
+Added: (a) Includes forward-starting derivative instruments.
Foreign Currency Forwards Contracts
We enter into foreign currency forward contracts with respect to non-functional currency exposure.
−Removed: At December 31, 2020, our foreign currency forward contracts had total notional amounts due from and to counterparties of $ 205 million and CLP 159 billion, respectively, with a weighted average remaining contractual life of 0.5 years.
−Removed: All of our foreign currency forward contracts are held by our VTR borrowing group.
−Removed: (6) Fair Value Measurements
−Removed: We use the fair value method to account for most of our derivative instruments and the available-for-sale method to account for our investment in U.K.
−Removed: Government Gilts.
−Removed: The reported fair values of our derivative instruments as of December 31, 2020 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
+Added: The following table sets forth the total U.S.
+Added: dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our foreign currency forwards contracts at December 31, 2021:
+Added: Notional amount due from counterparty Notional amount due
+Added: to counterparty Weighted average remaining life
+Added: in millions in years
+Added: LLA UK Holding Limited (a) CLP 73,000.0 $ 88.1 0.7
+Added: Costa Rica borrowing group $ 14.0 CRC 8,953.1 0.1
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: settlement, which may occur at the maturity of the derivative instrument or at the time of the repayment or refinancing of the underlying debt instrument.
+Added: (a) Foreign currency forward contract entered into in connection with the Chile JV transaction, as discussed further in note 9.
+Added: Interest Rate Floors
+Added: Interest rate floors provide protection against interest rates falling below a pre-set level.
+Added: During 2021, we entered into interest rate floors, which include forward starting derivative instruments, at Liberty Puerto Rico related to certain financing activity associated with the LPR Credit Facilities, as described in note 10.
+Added: At December 31, 2021, the total notional amount of our interest rate floors was $ 620 million with a weighted average remaining contractual life of 6.8 years.
+Added: Interest Rate Caps
+Added: Interest rate caps provide protection against interest rates rising above a pre-set level.
+Added: During 2021, we entered into interest rate caps, which include forward starting derivative instruments, at Liberty Puerto Rico associated with the 2028 LPR Term Loan add-on financing, as described in note 10.
+Added: At December 31, 2021, the total notional amount of our interest rate caps was $ 120 million with a remaining contractual life of 6.8 years.
+Added: (6) Fair Value Measurements
+Added: We use the fair value method to account for most of our derivative instruments and the available-for-sale method to account for our investment in U.K.
+Added: Government Gilts.
+Added: 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, which may occur at the maturity of the derivative instrument or at the time of the repayment or refinancing of the underlying debt instrument.
GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
15 unchanged sentences
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.
−Removed: Notwithstanding the impact of COVID-19 on our credit risk, we generally would not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these instruments.
−Removed: As a result, we have determined that these valuations continue to fall under Level 2 of the fair value hierarchy.
−Removed: Our credit risk valuation adjustments with respect to our interest rate and cross-currency derivative contracts are quantified and further explained in note 5.
−Removed: Due to the lack of Level 2 inputs for the valuation of the U.S.
−Removed: dollar to the Jamaican dollar cross-currency swaps (the Sable Currency Swaps ) held periodically by Sable International Finance Limited ( Sable ), a wholly-owned subsidiary of C&W, we believe this valuation falls under Level 3 of the fair value hierarchy.
−Removed: The Sable Currency Swaps are our only Level 3 financial instruments.
−Removed: The fair values of the Sable Currency Swaps at December 31, 2020 and 2019 were $ 1 million and ($ 30 million), respectively, which are included in other assets, net, and long-term liabilities, respectively, in our consolidated balance sheets.
−Removed: The change in the fair values of the Sable Currency Swaps resulted in net gains (losses) of $ 31 million, $ 6 million and ($ 14 million) during 2020, 2019 and 2018, respectively, which are reflected in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations.
−Removed: Available-for-sale Investments
−Removed: Our investment in U.K.
−Removed: Government Gilts falls under Level 1 of the fair value hierarchy.
−Removed: At December 31, 2020 and 2019, the carrying values of our investment in U.K.
−Removed: Government Gilts, which are included in other assets, net, in our consolidated balance sheets, were $ 38 million and $ 37 million, respectively.
−Removed: Nonrecurring Fair Value Measurements
−Removed: Fair value measurements are also used for purposes of nonrecurring valuations performed in connection with our Convertible Notes, acquisition accounting and impairment assessments.
+Added: As we would not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy.
+Added: Our credit risk valuation adjustments with respect to our interest rate and cross-currency derivative contracts are quantified and further explained in note 5.
+Added: Nonrecurring Fair Value Measurements
+Added: Fair value measurements are also used for purposes of nonrecurring valuations performed in connection with our Convertible Notes, acquisition accounting and impairment assessments.
Conversion Option – Convertible Notes
3 unchanged sentences
Acquisition Accounting
−Removed: The nonrecurring valuations associated with acquisition accounting, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of property and equipment, customer relationships and spectrum licenses, as further described below:
+Added: The nonrecurring valuations associated with acquisition accounting, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of property and equipment, customer relationships and spectrum intangible assets, as further described below:
• Property and equipment .
−Removed: The valuation of property and equipment may use an indirect cost approach, which utilizes trends based on historical cost information, or a combination of indirect cost approach, market approach and direct replacement cost method, which considers factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence.
+Added: The valuation of property and equipment may use either an indirect cost approach, which utilizes trends based on historical cost information, or a combination of indirect cost approach, market approach and direct replacement cost method, which considers factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence.
• Customer relationships.
2 unchanged sentences
• Spectrum intangible assets.
−Removed: The valuation of spectrum intangible assets may use either an adjusted market-based approach, which requires the calibration of observable market inputs to reflect the fair value of the assets acquired, or a combination of an adjusted market-based approach with other methods, such as an income-based approach (e.g.
+Added: The valuation of spectrum intangible assets may use either an adjusted market-based approach, which requires the calibration of observable market inputs to reflect the fair value of the assets acquired, and/or an adjusted market-based approach with other methods, such as an income-based approach (e.g.
the “greenfield” valuation method), which requires a wide range of assumptions and inputs, including forecasting costs associated with building a complementary asset base.
−Removed: During the fourth quarter of 2020, we performed a nonrecurring valuation related to the preliminary acquisition accounting for the AT&T Acquisition.
−Removed: For additional information related to the status of valuation work associated with property and equipment and intangible assets acquired in connection with the AT&T Acquisition, see note 4.
−Removed: In connection with the AT&T Acquisition, we performed a nonrecurring valuation related to the preliminary acquisition accounting for the assets and liabilities acquired.
−Removed: The weighted average discount rate used in the valuation of the customer relationships acquired was approximately 10.5 %.
+Added: During 2021, we performed nonrecurring valuations related to the preliminary acquisition accounting for the Telefónica Costa Rica Acquisition and finalized our acquisition accounting for the AT&T Acquisition.
+Added: The weighted average discount rates used in the valuations of the customer relationships acquired in the Telefónica Costa Rica Acquisition and the AT&T Acquisition were approximately 11 % and 10 %, respectively.
+Added: The weighted average discount rate used in the valuation of the spectrum licenses acquired in the AT&T Acquisition was approximately 8 %.
In March 2020, we performed a nonrecurring valuation related to the final acquisition accounting for the UTS Acquisition.
The weighted average discount rate used in the valuation of the customer relationships acquired was approximately 14 %.
−Removed: During September 2019, we performed a nonrecurring valuation related to the final acquisition accounting for the Cabletica Acquisition.
−Removed: The weighted average discount rate used in the valuation of the customer relationships acquired was approximately 14 %.
+Added: For information related to the status of valuation work associated with assets acquired in connection with our business acquisitions, see note 4.
Impairment Assessments
−Removed: 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.
−Removed: 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.
+Added: 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
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: As part of our annual goodwill impairment assessment in the fourth quarter of 2020, we first made a qualitative assessment to determine potential impairment and concluded that no events or circumstances indicated that the fair value of any of our reporting units is less than its carrying amount.
−Removed: During the second quarter of 2020, primarily due to the ongoing economic impacts associated with COVID-19 and organizational restructuring of certain markets within our C&W Caribbean and Networks segment, we performed goodwill impairment analyses of several reporting units within the C&W Caribbean and Networks segment and the C&W Panama segment.
+Added: testing for goodwill impairment.
+Added: 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.
+Added: As part of our annual goodwill impairment assessment in the fourth quarter of 2021, we performed goodwill impairment analyses of several reporting units within the C&W Caribbean and Networks segment and the C&W Panama segment.
We used an income approach to determine the estimated fair values of these reporting units.
4 unchanged sentences
The inputs for our weighted average cost of capital calculations include Level 2 and Level 3 inputs, generally derived from third-party pricing services.
−Removed: We used discount rates ranging from 8.9 % to 10.3 % in the valuation of the various reporting units within our C&W Caribbean and Networks segment and 9.8 % in the valuation of our C&W Panama segment.
+Added: We used discount rates ranging from approximately 8 % to 11 % in the valuation of the various reporting units within our C&W Caribbean and Networks segment and approximately 8 % in the valuation of our C&W Panama segment
+Added: During the second quarter of 2020, we performed goodwill impairment analyses of several reporting units within the C&W Caribbean and Networks segment and the C&W Panama segment, primarily due to the ongoing economic impacts associated with COVID-19 and organizational restructuring of certain markets within our C&W Caribbean and Networks segment.
+Added: We used an income approach to determine the estimated fair values of these reporting units.
+Added: We used discount rates ranging from approximately 9 % to 10 % in the valuation of the various reporting units within our C&W Caribbean and Networks segment and approximately 10 % in the valuation of our C&W Panama segment.
During the third quarter of 2019, based on declines in the operating results of our C&W Panama segment, we conducted a goodwill impairment assessment of that reporting unit.
We used a market-based valuation approach to determine the fair value of this reporting unit.
−Removed: The fair value of a reporting unit using a market-based approach is estimated based upon a market multiple typically applied to the reporting unit’s Adjusted OIBDA, as defined in note 21.
+Added: The fair value of a reporting unit using a market-based approach is estimated based upon a market multiple typically applied to the reporting unit’s Adjusted OIBDA.
We determined the market multiple for each reporting unit taking the following into consideration:
(i) public company trading multiples for entities with similar business characteristics as the respective reporting unit, adjusted to reflect an appropriate control premium or discount, a “trading multiple,” and (ii) multiples derived from the value of recent transactions for businesses with similar operations and in geographically similar locations, a “transaction multiple.”
−Removed: As part of our annual goodwill impairment assessment in the fourth quarter of 2018, we used a market-based valuation approach, as described above, to determine the fair value of certain reporting units within C&W Caribbean and Networks and our C&W Panama segment.
For additional information regarding goodwill impairment charges resulting from these impairment analyses, see note 8.
−Removed: (7) Investments
−Removed: We hold a 49 % interest in TSTT.
−Removed: Our investment in TSTT is included in other assets, net, in our consolidated balance sheets.
−Removed: Pursuant to certain conditions to the regulatory approval of the acquisition of Columbus International, Inc.
−Removed: by C&W in 2015, we are required to dispose of our investment in TSTT, subject to certain terms and conditions.
−Removed: During the third quarter of 2018, we recorded an impairment charge of $ 16 million due to a decline in the estimated fair value of this investment.
−Removed: As of December 31, 2020 and 2019, the carrying value of our investment in TSTT was $ 77 million.
−Removed: We cannot predict when, or if, we will be able to dispose of this investment at an acceptable price.
−Removed: As such, no assurance can be given that we will be able to recover the carrying value of our investment in TSTT.
+Added: During 2021, we recorded a $ 41 million impairment charge in connection with an impairment assessment of a cost basis investment.
(7) Insurance Recoveries
−Removed: The 2017 Hurricanes impacted a number of our markets in the Caribbean, resulting in varying degrees of damage to homes, businesses and infrastructure in these markets.
−Removed: In October 2016, our operations in the Bahamas, which is part of our C&W Caribbean and Networks segment, were significantly impacted by Hurricane Matthew.
−Removed: In December 2018, we settled our insurance claims for the 2017 Hurricanes and Hurricane Matthew as follows:
−Removed: (i) $ 109 million for the 2017 Hurricanes, after deducting $ 30 million of self-insurance, and (ii) $ 12 million for Hurricane Matthew, after deducting $ 15 million of self-insurance.
+Added: Prior to 2019, a number of our markets in the Caribbean were impacted by numerous hurricanes, resulting in varying degrees of damage to homes, businesses and infrastructure in these markets.
+Added: During 2019, we received the then outstanding insurance settlement amount of $ 67 million, of which $ 33 million and $ 34 million have been presented as operating and investing activities, respectively, in our consolidated statement of cash flows.
+Added: With respect to the cash received, $ 37 million, $ 27 million and $ 3 million was provided to C&W Caribbean and Networks, Liberty Puerto Rico and our Corporate operations, respectively.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: The following table summarizes the impact of the insurance settlements to our consolidated statement of operations for the year ended December 31, 2018 (in millions):
−Removed: Other operating costs and expenses $ 4.6
−Removed: Business interruption loss recovery (a) 59.5
−Removed: Impairment, restructuring and other operating items, net (a) 35.7
−Removed: (a) Each amount includes $ 3 million attributable to Hurricane Matthew.
−Removed: During 2018, we received net advance payments related to the 2017 Hurricanes and Hurricane Matthew from our third-party insurance provider totaling $ 51 million, of which $ 21 million is presented as a cash inflow from investing activities on our consolidated statement of cash flows.
−Removed: With respect to the net advance payments, $ 45 million was provided to Liberty Puerto Rico and $ 6 million was provided to C&W Caribbean and Networks.
−Removed: During the first quarter of 2019, we received the then outstanding insurance settlement amount of $ 67 million, of which $ 33 million and $ 34 million have been presented as operating and investing activities, respectively, in our consolidated statement of cash flows.
−Removed: With respect to the cash received, $ 37 million, $ 27 million and $ 3 million was provided to C&W Caribbean and Networks, Liberty Puerto Rico and our Corporate operations, respectively.
(8) Long-lived Assets
1 unchanged sentence
The following table sets forth the details of our impairment charges:
−Removed: C&W Caribbean and Networks C&W Panama VTR/Cabletica Liberty Puerto Rico Total
+Added: C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Total
Year ended December 31, 2021:
10 unchanged sentences
Total impairment charges $ 19.2 $ 185.3 $ — $ 0.3 $ — $ 204.8
−Removed: We evaluate goodwill and other indefinite-lived intangible assets (primarily spectrum licenses and cable television franchise rights) for impairment at least annually on October 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable as further outlined in note 3.
−Removed: Based upon our October 1, 2020 evaluation, we did not identify any impairments of such assets.
−Removed: However, declines in the estimated fair value of certain reporting units within our C&W Caribbean and Networks segment or our C&W Panama segment could result in the need to record goodwill impairment charges.
−Removed: If, among other factors, (i) our equity values were to decline significantly or (ii) the adverse impacts stemming from COVID-19 (as defined below), 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
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: 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.
+Added: We evaluate goodwill and other indefinite-lived intangible assets for impairment at least annually on October 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable, as further outlined in note 3.
+Added: During our 2021 annual goodwill impairment test, we concluded a $ 605 million impairment was necessary at our C&W Caribbean and Networks segment.
+Added: 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 additional 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.
During the first quarter of 2020, the World Health Organization declared the outbreak of a novel strain of Coronavirus ( COVID-19 ) a “pandemic,” pointing to the sustained risk of further global spread.
−Removed: COVID-19 has negatively impacted our results of operations and 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.
+Added: COVID-19 negatively impacted our results of operations and 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.
As a result of the impact of COVID-19 on our results of operations, we evaluated whether the facts and circumstances and available information resulted in the need for an impairment assessment for any of our long-lived assets, including goodwill, and during the second quarter of 2020, concluded assessments were required with respect to our goodwill, which resulted in goodwill impairments in our C&W Caribbean and Networks segment and our C&W Panama segment.
−Removed: During our 2018 annual goodwill impairment test, we concluded a $ 608 million impairment was necessary for our C&W Panama segment and during the third quarter of 2019 we concluded that an additional $ 182 million goodwill impairment charge was necessary based on further deterioration in the C&W Panama segment's operating results.
+Added: During our 2019 annual goodwill impairment test, we concluded a $ 185 million impairment was necessary for our C&W Panama segment, and during the second quarter of 2020, we concluded that an additional $ 174 million goodwill impairment charge was necessary based on further deterioration in the C&W Panama segment's operating results.
These impairments primarily resulted from the impact of a significant increase in competition, particularly with respect to our prepaid mobile business.
2 unchanged sentences
In September 2019, our operations in the Bahamas, which is part of our C&W Caribbean and Networks segment, were impacted by Hurricane Dorian resulting in significant damage to homes, businesses and infrastructure.
−Removed: Based on our initial estimates of the impacts of the hurricane to our operations, during the third quarter of 2019, we recorded an impairment charge of $ 16 million to write-off the net carrying amount of property and equipment that was damaged beyond repair.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: our initial estimates of the impacts of the hurricane to our operations, during the third quarter of 2019, we recorded an impairment charge of $ 17 million to write-off the net carrying amount of property and equipment that was damaged beyond repair.
For additional information regarding the fair value methods and related assumptions used in our impairment assessments, see note 6.
1 unchanged sentence
January 1, 2021 Acquisitions
−Removed: adjustments Foreign currency translation
−Removed: adjustments and other Impairments (a) December 31, 2020
+Added: adjustments Reclassification to assets held for sale (a) Foreign currency translation
+Added: adjustments and other Impairments December 31, 2021
C&W Caribbean and Networks $ 3,112.0 $ — $ — $ ( 73.0 ) $ ( 605.1 ) $ 2,433.9
C&W Panama 617.1 — — — — 617.1
−Removed: VTR/Cabletica 517.9 — 8.6 — 526.5
Liberty Puerto Rico 629.9 ( 131.6 ) — — — 498.3
+Added: VTR 374.6 — ( 313.0 ) ( 61.6 ) — —
+Added: Costa Rica 151.9 262.0 — ( 15.2 ) — 398.7
Total $ 4,885.5 $ 130.4 $ ( 313.0 ) $ ( 149.8 ) $ ( 605.1 ) $ 3,948.0
−Removed: (a) Amounts represent impairment charges associated with various reporting units based primarily on the economic impacts associated with COVID-19, as further described above.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
+Added: (a) In connection with the pending formation of the Chile JV, the goodwill associated with the Chile JV Entities has been included in assets held for sale on our December 31, 2021 consolidated balance sheet.
+Added: For information regarding the pending formation of the Chile JV and the held-for-sale presentation of the Chile JV Entities, see note 9.
Changes in the carrying amount of our goodwill during 2020 are set forth below:
−Removed: January 1, 2019 Acquisitions and related adjustments Disposition Foreign
+Added: January 1, 2020 Acquisitions and related adjustments Foreign
and other Impairments (a) December 31,
1 unchanged sentence
C&W Panama 790.7 — — ( 173.6 ) 617.1
−Removed: VTR/Cabletica 530.0 8.3 — ( 20.4 ) — 517.9
Liberty Puerto Rico 277.7 352.2 — — 629.9
+Added: VTR 354.7 — 19.9 — 374.6
+Added: Costa Rica 163.4 — ( 11.5 ) — 151.9
Total $ 4,903.2 $ 340.2 $ ( 85.3 ) $ ( 272.6 ) $ 4,885.5
−Removed: (a) Amount primarily relates to an impairment charge associated with the deterioration of the C&W Panama segment’s operating results, as further described above.
+Added: (a) Amounts primarily relate to impairment charges associated with various reporting units based primarily on the economic impacts associated with COVID-19, as further described above.
At December 31, 2021 and 2020, our accumulated goodwill impairments were $ 2,229 million and $ 1,624 million, respectively.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
Property and Equipment, Net
2 unchanged sentences
December 31, 2021 December 31,
+Added: 2021 (a) 2020
Distribution systems 3 to 25 years
7 unchanged sentences
Net carrying amount $ 4,168.4 $ 4,751.4
+Added: (a) In connection with the pending formation of the Chile JV, the property and equipment and related accumulated depreciation associated with the Chile JV Entities has been included in assets held for sale on our December 31, 2021 consolidated balance sheet.
Depreciation expense related to our property and equipment was $ 771 million, $ 730 million and $ 708 million during 2021, 2020 and 2019, respectively.
We recorded non-cash increases to our property and equipment related to vendor financing arrangements of $ 101 million $ 99 million and $ 96 million during 2021, 2020 and 2019, respectively.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
Intangible Assets Subject to Amortization, Net
2 unchanged sentences
Customer relationships $ 1,527.6 $ 1,554.8
−Removed: Licenses and other 159.4 170.1
+Added: Licenses and other (a) 220.2 159.4
Total gross carrying amount 1,747.8 1,714.2
4 unchanged sentences
Net carrying amount $ 788.6 $ 858.9
+Added: (a) The 2021 amount includes an estimated $ 65 million of spectrum licenses attributable to the Telefónica Costa Rica Acquisition.
+Added: For additional information regarding the assets acquired as part of the Telefónica Costa Rica Acquisition, see note 4.
Amortization expense related to intangible assets with finite useful lives was $ 193 million, $ 189 million and $ 182 million during 2021, 2020 and 2019, respectively.
−Removed: Based on our amortizable intangible asset balance at December 31, 2020, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: Based on our amortizable intangible assets balance at December 31, 2021, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
Thereafter 209.1
2 unchanged sentences
The details of our intangible assets not subject to amortization are set forth below:
−Removed: Spectrum licenses (a) $ 909.7 $ 8.4
−Removed: Cable television franchise rights (b) 540.0 540.0
+Added: 2021 (a) 2020
+Added: Spectrum licenses (b) $ 1,050.9 $ 909.7
+Added: Cable television franchise rights 540.0 540.0
Other 1.5 15.9
Total intangible assets not subject to amortization $ 1,592.4 $ 1,465.6
−Removed: (a) The 2020 amount includes an estimated $ 894 million attributable to the AT&T Acquisition.
+Added: (a) In connection with the pending formation of the Chile JV, intangible assets not subject to amortization associated with the Chile JV Entities have been included in assets held for sale on our December 31, 2021 consolidated balance sheet.
+Added: (b) The 2021 and 2020 amounts include $ 1,043 million and $ 894 million, respectively, attributable to the AT&T Acquisition.
For additional information regarding the assets acquired as part of the AT&T Acquisition, see note 4.
−Removed: (b) Cable television franchise rights are held by Liberty Puerto Rico.
+Added: (9) Assets Held for Sale
+Added: On September 29, 2021, we entered into an agreement with América Móvil to contribute the Chile JV Entities to América Móvil’s Chilean operations to form the Chile JV that will be owned 50:50 by Liberty Latin America and América Móvil.
+Added: The consummation of the transaction is subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the second half of 2022.
+Added: In connection with this transaction, we will make a balancing payment to América Móvil of CLP 73 billion ($ 0.1 billion equivalent).
+Added: The transaction will not trigger a change of control under VTR’s debt agreements, and is not subject to Liberty Latin America or América Móvil shareholder approvals.
+Added: Following completion of the transaction, we expect to account for our 50 % interest in the Chile JV as an equity method investment.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: Effective with the agreement to form the Chile JV, we began accounting for the Chile JV Entities as held for sale.
+Added: Accordingly, we ceased to depreciate the long-lived assets and amortization or right of use assets of the Chile JV Entities.
+Added: We have not presented the Chile JV Entities as a discontinued operation, as this transaction does not represent a strategic shift that will have a major effect on our financial results or operations.
+Added: The carrying amounts of the major classes of assets and liabilities that are classified as held for sale at December 31, 2021 are summarized below (in millions):
+Added: Cash and cash equivalents (a) $ 109.7
+Added: Other current assets, net (b) 132.6
+Added: Property and equipment, net 686.0
+Added: Goodwill 313.0
+Added: Other assets, net (b) 327.4
+Added: Total assets $ 1,568.7
+Added: Current portion of debt $ 82.2
+Added: Other accrued and current liabilities (c) 294.2
+Added: Long-term debt 1,416.8
+Added: Other long-term liabilities (c) 60.9
+Added: Total liabilities $ 1,854.1
+Added: (a) Amount excludes certain cash and cash equivalent balances of the Chile JV Entities that will be retained by Liberty Latin America upon the formation of the Chile JV and are therefore not classified as held for sale.
+Added: (b) Other current assets, net, and other assets, net, include $ 27 million and $ 277 million, respectively, related to derivative assets.
+Added: (c) Other accrued and current liabilities and other long-term liabilities include $ 16 million and $ 2 million, respectively, related to derivative liabilities.
+Added: Our consolidated statements of operations include earnings (loss) before income taxes attributable to the Chile JV Entities of $ 271 million , ($ 118 million) and $ 82 million for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
(10) Debt and Finance Lease Obligations
9 unchanged sentences
2.90 % (e) 779.3 2,422.7 1,834.7 2,451.3 1,856.2
−Removed: VTR Notes 5.72 % — — 1,239.7 1,290.9 1,150.0 1,260.0
−Removed: VTR Credit Facilities 4.78 % (f) 263.2 243.8 229.7 244.5 231.4
LPR Senior Secured Notes
2 unchanged sentences
3.85 % $ 172.5 172.5 623.1 1,002.5 620.0 1,000.0
−Removed: Cabletica Credit Facilities (g) 8.39 % $ 15.0 15.0 119.3 123.8 119.6 124.8
+Added: VTR debt (f) — % — — — 1,483.5 — 1,394.5
+Added: Costa Rica Credit Facilities (g) 7.25 % $ 7.0 7.0 407.1 119.3 408.7 119.6
Vendor financing (h) 2.72 % — — 99.8 168.1 99.8 168.1
Total debt before premiums, discounts and deferred financing costs 4.79 % $ 958.8 $ 7,781.6 $ 8,815.1 $ 7,678.3 $ 8,500.9
−Removed: 5.22 % $ 1,172.9 $ 8,815.1 $ 8,820.6 $ 8,500.9 $ 8,512.5
The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations:
12 unchanged sentences
$ 7,459.6 $ 8,195.3
−Removed: (a) Represents the weighted average interest rate in effect at December 31, 2020 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin.
+Added: (a) Represents the weighted average interest rate in effect at December 31, 2021 for all borrowings outstanding (excluding those of the Chile JV Entities) 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 December 31, 2021 without regard to covenant compliance calculations or other conditions precedent to borrowing.
−Removed: At December 31, 2020, 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 December 31, 2020 compliance reporting requirements, except for available capacity under the VTR Revolving Credit Facilities that is currently limited to $ 185 million.
−Removed: At December 31, 2020, and 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
+Added: At December 31, 2021, 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 December 31, 2021 compliance reporting requirements.
+Added: At December 31, 2021, 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
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: the respective subsidiary’s ability to upstream cash from this availability to Liberty Latin America or its subsidiaries or other equity holders.
−Removed: (c) The estimated fair values of our debt instruments are determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy).
−Removed: The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors.
+Added: subsidiaries or other equity holders, other than VTR that was limited to approximately CLP 194 billion ($ 228 million) under the terms of the 2028 VTR Senior Notes.
+Added: (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.
2 unchanged sentences
(e) The C&W Credit Facilities unused borrowing capacity comprise certain U.S.
−Removed: dollar and Trinidad & Tobago dollar revolving credit facilities.
+Added: dollar, Trinidad & Tobago dollar and JMD revolving credit facilities.
For further information, see C&W Credit Facilities below.
−Removed: (f) The VTR Credit Facilities comprise certain CLP term loans and U.S.
−Removed: dollar and CLP revolving credit facilities, including unused borrowing capacity.
−Removed: For further information, see VTR Credit Facilities below.
−Removed: (g) The Cabletica Credit Facilities comprise certain Costa Rican colón ( CRC ) and U.S.
+Added: (f) In connection with the pending formation of the Chile JV, $ 1,440 million of outstanding third-party debt and $ 82 million of vendor financing of the Chile JV Entities has been reflected in liabilities associated with assets held for sale on our December 31, 2021 consolidated balance sheet.
+Added: For information regarding the pending formation of the Chile JV and the held-for-sale presentation of the Chile JV Entities, see note 9.
+Added: (g) The Costa Rica Credit Facilities comprise certain CRC and U.S.
dollar term loans and a U.S.
dollar revolving credit facility.
−Removed: For further information, see Cabletica Credit Facilities below.
+Added: For further information, see Costa Rica Credit Facilities below.
(h) Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment additions.
−Removed: These obligations are generally due within one year and include VAT that was paid on our behalf by the vendor.
−Removed: Our operating expenses include $ 108 million, $ 130 million and $ 172 million for the years ended December 31, 2020, 2019 and 2018, respectively, that were financed by an intermediary and are reflected on the borrowing date as a hypothetical cash outflow within net cash provided by operating activities and a hypothetical cash inflow within net cash provided by financing activities in our consolidated statements of cash flows.
+Added: These obligations are generally due within one year and include VAT that were paid on our behalf by the vendor.
+Added: Our operating expenses include $ 110 million, $ 108 million and $ 130 million for 2021, 2020 and 2019, 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 provided by financing activities in our consolidated statements of cash flows.
Repayments of vendor financing obligations are included in payments of principal amounts of debt and finance lease obligations in our consolidated statements of cash flows.
General Information
−Removed: At December 31, 2020, except for our Convertible Notes (as defined and described below), all of our outstanding debt had been incurred by one of our four primary “borrowing groups”:
−Removed: C&W, VTR, Liberty Puerto Rico and Cabletica.
+Added: At December 31, 2021, all of our outstanding debt had been incurred by one of our four primary “borrowing groups”:
+Added: C&W, Liberty Puerto Rico, VTR and Costa Rica, except for our Convertible Notes (as described below).
+Added: Debt associated with our VTR borrowing group, which is part of the Chile JV Entities, is reflected in liabilities associated with assets held for sale on our December 31, 2021 consolidated balance sheet.
Credit Facilities.
4 unchanged sentences
Our credit facilities require that certain entities of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such entities are required to have first-ranking security granted over their shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder;
−Removed: • In addition to certain mandatory prepayment events, the instructing group of lenders under the relevant credit facility may cancel the commitments thereunder and declare the loans thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: In addition to certain mandatory prepayment events, the instructing group of lenders under the relevant credit facility may cancel the commitments thereunder and declare the loans thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions and materiality qualifications, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) accelerate all outstanding loans and terminate their commitments thereunder and/or (iii) declare that all or part of the loans be payable on demand;
2 unchanged sentences
Senior and Senior Secured Notes.
−Removed: Our C&W, VTR and Liberty Puerto Rico borrowing groups have issued senior and/or senior secured notes.
+Added: Our C&W, Liberty Puerto Rico and VTR borrowing groups have issued senior and/or senior secured notes.
In general, our senior and senior secured notes (i) are senior obligations of each respective issuer within the relevant borrowing group that rank equally with all of the existing and future debt of such issuer and, in the case of our senior secured notes, are senior to all existing and future subordinated debt of each respective issuer within the relevant borrowing group, (ii) contain, in most instances, guarantees from other entities of the relevant borrowing group (as specified in the applicable indenture) and (iii) are secured by pledges over the shares of certain entities of the relevant borrowing group and, in certain instances, over substantially all of the assets of those entities.
11 unchanged sentences
Any conversions of the Convertible Notes may be settled, at the election of the Company, in cash, Class C common shares or a combination thereof.
−Removed: In September 2020, we completed a Rights Offering, as defined and further described in note 19, whereby we issued 49,049,073 of our Class C common shares.
−Removed: In connection with the Rights Offering, subject to certain anti-dilution provisions in the indenture governing the Convertible Notes, the conversion rate for the Convertible Notes was adjusted from 44.9767 to 48.4315 Class C common shares per $1,000 principal amount of the Convertible Notes.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: In September 2020, we completed a Rights Offering, as further described in note 19, whereby we issued 49,049,073 of our Class C common shares.
+Added: In connection with the Rights Offering, subject to certain anti-dilution provisions in the indenture governing the Convertible Notes, the conversion rate for the Convertible Notes was adjusted from 44.9767 to 48.4315 Class C common shares per $1,000 principal amount of the Convertible Notes.
The Convertible Notes may be converted at the option of the holders at any time prior to the close of business on January 12, 2024, only under the following circumstances:
6 unchanged sentences
Accordingly, we bifurcated the Conversion Option from the Convertible Notes and initially recorded the estimated fair value of $ 78 million as additional paid-in capital and debt discount.
−Removed: The debt discount will be accreted through interest expense, using the effective interest method, through maturity of the Convertible Notes or when the Conversion Option no longer qualifies for equity classification, if ever.
+Added: The debt discount is being accreted through interest expense, using the effective interest method, through maturity of the Convertible Notes or when the Conversion Option no longer qualifies for equity classification, if ever.
At December 31, 2021, the carrying value of the Convertible Notes was $ 358 million and the unamortized debt discount on the Convertible Notes was $ 43 million.
4 unchanged sentences
In addition, following certain corporate transactions that occur prior to the maturity date of the Convertible Notes or the delivery of a notice of redemption, we will increase the applicable conversion rate for a holder who elects to convert in connection with such corporate transactions or notice of redemption in certain circumstances by a number of additional Class C common shares, as described in the related indenture.
−Removed: We used the net proceeds from the issuance of the Convertible Notes to (i) fund the cost of the Capped Calls, as defined and further described in note 19, and (ii) for other general corporate purposes, including funding a portion of the AT&T Acquisition.
+Added: We used the net proceeds from the issuance of the Convertible Notes to (i) fund the cost of the Capped Calls, as further described in note 19, and (ii) for other general corporate purposes, including funding a portion of the AT&T Acquisition.
+Added: Borrowing Group – Outstanding Debt Instruments
+Added: C&W Borrowing Group Refinancing Transactions .
+Added: In January 2020, C&W completed a series of transactions contemplated by and permitted under its existing debt agreements (the C&W Borrowing Group Refinancing Transactions ) that ultimately
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: resulted in the 2026 C&W Senior Notes and the 2027 C&W Senior Notes (previously issued by C&W Senior Financing Designated Activity Company) instead being directly issued by a wholly-owned subsidiary of C&W, C&W Senior Finance Limited ( C&W Senior Finance ).
+Added: In connection with the C&W Borrowing Group Refinancing Transactions, the loans previously made by C&W Senior Financing Designated Activity Company are no longer outstanding.
+Added: The terms and conditions applicable to the 2026 C&W Senior Notes and the 2027 C&W Senior Notes otherwise remained substantively unchanged.
+Added: The 2026 C&W Senior Notes were redeemed in 2021.
The details of the outstanding C&W Notes as of December 31, 2021 are summarized in the following table:
4 unchanged sentences
$ equivalent Carrying
−Removed: Senior Secured Notes:
2027 C&W Senior Secured Notes September 7, 2027 5.750 % $ 495.0 $ 495.0 $ 494.0
−Removed: Senior Notes:
−Removed: 2026 C&W Senior Notes October 15, 2026 7.500 % $ 500.0 500.0 494.8
2027 C&W Senior Notes September 15, 2027 6.875 % $ 1,220.0 1,220.0 1,217.5
Total $ 1,715.0 $ 1,711.5
−Removed: (a) Amounts are inclusive or net of original issue premiums, discounts and deferred financing costs, as applicable .
−Removed: Financing and Refinancing Transactions
−Removed: C&W Borrowing Group Refinancing Transactions .
−Removed: In January 2020, C&W completed a series of transactions contemplated by and permitted under its existing debt agreements (the C&W Borrowing Group Refinancing Transactions ) that ultimately resulted in the 2026 C&W Senior Notes and the 2027 C&W Senior Notes (previously issued by C&W Senior Financing Designated Activity Company) instead being directly issued by a wholly-owned subsidiary of C&W, C&W Senior Finance Limited ( C&W Senior Finance ).
−Removed: In connection with the C&W Borrowing Group Refinancing Transactions, the loans previously made by C&W Senior Financing Designated Activity Company are no longer outstanding.
−Removed: The terms and conditions applicable to the 2026 C&W Senior Notes and the 2027 C&W Senior Notes otherwise remain substantively unchanged.
−Removed: 2027 C&W Senior Secured Notes .
−Removed: In April 2019, Sable issued $ 400 million principal amount of 5.750 % senior secured notes, at 99.195 % of par, due September 7, 2027 (the 2027 C&W Senior Secured Notes ).
−Removed: Interest on the 2027 C&W Senior Secured Notes is payable semi-annually on January 7 and July 7.
−Removed: The net proceeds from the 2027 C&W Senior Secured Notes were primarily used to (i) redeem $ 150 million of aggregate principal amount under the 2022 C&W Senior Notes, as further described below, according to the redemption terms of the indenture, comprising (a) the 105.156 % redemption price and (b) accrued and unpaid interest on the redeemed notes, and (ii) repay $ 235 million of aggregate principal amount under the C&W Term Loan B-4 Facility.
−Removed: In connection with this transaction, we recognized a net loss on debt modification and extinguishment of $ 6 million, which primarily includes the net effect of redemption premiums paid and the write-off of unamortized premiums and discounts.
−Removed: 2027 C&W Senior Secured Notes Add-on .
−Removed: In January 2020, Sable issued an additional $ 150 million aggregate principal amount, at 106.0 % of par, under the existing 2027 C&W Senior Secured Notes indenture (the 2027 C&W Senior Secured Notes Add-on ).
−Removed: The terms and conditions of the 2027 C&W Senior Secured Notes Add-on are consistent with the original indenture.
−Removed: The net proceeds from the C&W Term Loan B-5 Facility (as defined and described below) and the 2027 C&W Senior Secured Notes Add-on were primarily used to repay in full the $ 1,640 million outstanding principal amount under the C&W Term Loan B-4 Facility (as defined and described below), including accrued and unpaid interest.
−Removed: In connection with these transactions, we recognized a loss on debt modification and extinguishment of $ 3 million, which primarily includes the write-off of unamortized discounts and deferred financing costs.
−Removed: 2026 C&W Senior Notes.
−Removed: In October 2018, the 2026 C&W Senior Notes were issued.
−Removed: Interest on the 2026 C&W Senior Notes is payable semi-annually on April 15 and October 15.
−Removed: The net proceeds from the 2026 C&W Senior Notes were partially used to (i) repurchase £ 63 million ($ 80 million, at the applicable rate) of outstanding principal under the 2019 C&W Senior Notes, as further described below, and (ii) redeem $ 275 million of outstanding principal under the 2022 C&W Senior Notes.
−Removed: In connection with these transactions, we recognized a net
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: loss on debt modification and extinguishment of $ 13 million, which primarily includes the net effect of redemption premiums paid, the write-off of unamortized premiums, discounts and deferred financing costs and the payment of third-party costs.
−Removed: 2027 C&W Senior Notes Add-on A.
−Removed: In April 2019, an additional $ 300 million aggregate principal amount was issued, at 99.205 % of par, under the existing 2027 C&W Senior Notes indenture (the 2027 C&W Senior Notes Add-on A ).
−Removed: The net proceeds from the 2027 C&W Senior Notes Add-on A were primarily used to (i) repay in full the $ 170 million outstanding principal amount under the C&W Revolving Credit Facility and (ii) redeem $ 115 million of aggregate principal amount of the 2022 C&W Senior Notes according to the redemption terms of the related indenture, comprising (a) a 105.156 % redemption price and (b) accrued and unpaid interest on the redeemed notes.
−Removed: In connection with this transaction, we recognized a net loss on debt modification and extinguishment of $ 4 million, which includes the net effect of redemption premiums paid and the write-off of unamortized premiums.
−Removed: 2027 C&W Senior Notes Add-on B.
−Removed: In July 2019, an additional $ 220 million aggregate principal amount was issued, at 103.625 % of par, under the existing 2027 C&W Senior Notes indenture (the 2027 C&W Senior Notes Add-on B ).
−Removed: The net proceeds from the 2027 C&W Senior Notes Add-on B were primarily used to redeem the remaining aggregate principal amount of the 2022 C&W Senior Notes of $ 210 million according to the redemption terms of the related indenture, comprising (a) a 103.438 % redemption price and (b) accrued and unpaid interest on the redeemed notes.
−Removed: In connection with this transaction, we recognized a net loss on debt modification and extinguishment of $ 4 million, which primarily includes the net effect of redemption premiums paid and the write-off of unamortized premiums.
+Added: (a) Amounts are inclusive or net of original issue premiums and deferred financing costs, as applicable.
Redemption Rights.
−Removed: Subject to the circumstances described below:
−Removed: • The 2026 C&W Senior Notes, 2027 C&W Senior Notes and 2027 C&W Senior Secured Notes are non-callable until October 15, 2021, September 15, 2022 and September 7, 2022, respectively.
−Removed: • At any time prior to (i) October 15, 2021 in the case of the 2026 C&W Senior Notes, (ii) September 15, 2022 in the case of the 2027 C&W Senior Notes and (iii) September 7, 2022 in the case of the 2027 C&W Senior Secured Notes, Sable and C&W Senior Finance (as applicable) may redeem some or all of the applicable notes by paying a price equal to 100 % of the principal amount of the applicable notes redeemed plus accrued and unpaid interest and a “make-whole” premium, which is generally the present value of all remaining scheduled interest payments to October 15, 2021, September 15, 2022 or September 7, 2022 (as applicable) using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.
−Removed: • At any time prior to (i) October 15, 2021 in the case of the 2026 C&W Senior Notes, (ii) September 15, 2022 in the case of the 2027 C&W Senior Notes and (iii) September 7, 2022 in the case of the 2027 C&W Senior Secured Notes, subject to certain restrictions (as specified in the applicable indenture), up to 40 % of each of the 2026 C&W Senior Notes, 2027 C&W Senior Notes and 2027 C&W Senior Secured Notes may be redeemed with the net proceeds of one or more specified equity offerings at a redemption price equal to 107.500 %, 106.875 % and 105.750 %, respectively, of the principal amount redeemed, plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date.
−Removed: • Prior to September 7, 2022, during each 12-month period commencing on April 5, 2019, up to 10 % of the principal amount of the 2027 C&W Senior Secured Notes may be redeemed at a redemption price equal to 103 % of the principal amount redeemed plus accrued and unpaid interest to the redemption date.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: Sable and C&W Senior Finance (as applicable) may redeem some or all of the 2026 C&W Senior Notes, 2027 C&W Senior Notes and 2027 C&W Senior Secured Notes, respectively, at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:
+Added: The C&W Notes are subject to certain redemption rights (as specified in the applicable indenture).
+Added: Some or all of the 2027 C&W Senior Notes and 2027 C&W Senior Secured Notes may be redeemed at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:
Redemption Price
−Removed: 2026 C&W Senior Notes 2027 C&W Senior Notes 2027 C&W Senior Secured Notes
+Added: 2027 C&W Senior Notes 2027 C&W Senior Secured Notes
12-month period commencing:
−Removed: October 15 September 15 September 7
−Removed: 2021 103.750 % N.A.
+Added: September 15 September 7
2022 103.438 % 102.875 %
2 unchanged sentences
2025 and thereafter 100.000 % 100.000 %
−Removed: 2022 C&W Senior Notes.
−Removed: In November 2018, C&W completed the redemption of $ 275 million of aggregate principal amount of the 6.875 % secured notes due August 1, 2022 (the 2022 C&W Senior Notes ) for total consideration of $ 294 million, including (i) the 105.156 % redemption price and (ii) accrued and unpaid interest on the redeemed notes.
−Removed: In connection with this transaction, we recognized a net loss on debt modification and extinguishment of $ 11 million, which primarily includes the net effect of redemption premiums paid and the write-off of unamortized premiums.
−Removed: 2019 C&W Senior Notes .
−Removed: In October 2018, C&W launched a tender offer to repurchase, for cash, any and all of its outstanding 2019 C&W Senior Notes (the Tender Offer ).
−Removed: The price of the Tender Offer was 103 % of the principal amount of the bonds tendered, plus accrued and unpaid interest up to, but not including, the payment date.
−Removed: Pursuant to the Tender Offer, which was completed on October 31, 2018, we paid total consideration of £ 68 million ($ 87 million at the transaction date), including accrued interest of £ 3 million ($ 4 million at the transaction date), for 43.0 % of the outstanding 2019 C&W Senior Notes and cancelled the 2019 C&W Senior Notes that were tendered.
−Removed: In March 2019, C&W repaid in full the outstanding principal amount under the 2019 C&W Senior Notes for total consideration of £ 91 million ($ 120 million at the transaction date), including accrued interest of £ 7 million ($ 9 million at the transaction date).
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
C&W Credit Facilities
4 unchanged sentences
Maturity Interest rate Borrowing currency US $ equivalent Borrowing currency US $ equivalent Carrying
−Removed: C&W Revolving Credit Facility (b) January 30, 2026 LIBOR (c) + 3.25 %
+Added: C&W Revolving Credit Facility (b) January 30, 2027 LIBOR + 3.25 %
$ 630.0 $ 630.0 $ — $ — $ —
−Removed: C&W Term Loan B-5 Facility January 31, 2028 LIBOR + 2.25 %
+Added: C&W Term Loan B-5 Facility January 31, 2028 LIBOR + 2.25 % (c)
$ — — $ 1,510.0 1,510.0 1,494.7
−Removed: C&W Regional Facilities (d) various dates ranging from 2021 to 2038 4.60 % (e)
−Removed: (f) 144.7 (g) 346.2 345.1
+Added: C&W Term Loan B-6 Facility October 15, 2029 LIBOR + 3.0 % (c)
+Added: $ — — $ 590.0 590.0 579.7
+Added: C&W Regional Facilities various dates ranging from 2022 to 2038 4.74 % (d)
+Added: (e) 149.3 (f) 351.3 348.6
Total $ 779.3 $ 2,451.3 $ 2,423.0
(a) Amounts are net of discounts and deferred financing costs, as applicable.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
(b) Includes $ 50 million that matures on June 30, 2023.
The C&W Revolving Credit Facility has a fee on unused commitments of 0.5 % per year.
−Removed: (c) London Interbank Offered Rate.
−Removed: (d) Primarily represents credit facilities at CWP, C&W Jamaica and Columbus Communications Trinidad Limited (collectively, the C&W Regional Facilities ).
−Removed: (e) Represents a weighted average rate for all C&W Regional Facilities.
−Removed: (f) The unused borrowing capacity on the C&W Regional Facilities comprise certain U.S.
−Removed: dollar and Trinidad & Tobago dollar denominated revolving credit facilities.
−Removed: (g) The outstanding principal amount on the C&W Regional Facilities comprise certain U.S.
+Added: (c) Subject to a LIBOR floor of 0 basis points.
+Added: (d) Represents a weighted average rate for all C&W Regional Facilities.
+Added: (e) The unused borrowing capacity on the C&W Regional Facilities comprise certain U.S.
+Added: dollar, Trinidad & Tobago dollar and JMD denominated revolving credit facilities.
+Added: (f) The outstanding principal amount on the C&W Regional Facilities comprise certain U.S.
dollar, JMD and East Caribbean dollar denominated credit facilities.
−Removed: Financing and Refinancing Transactions
−Removed: C&W Term Loan B-5 Facility .
−Removed: In January 2020, Coral-US Co-Borrower LLC, a wholly-owned subsidiary of C&W, entered into a LIBOR plus 2.25 % $ 1,510 million principal amount term loan facility (the C&W Term Loan B-5 Facility ), issued at par, due January 31, 2028.
−Removed: Interest is payable monthly beginning on February 28, 2020.
−Removed: As further described above, the net proceeds from the C&W Term Loan B-5 Facility and the 2027 C&W Senior Secured Notes Add-on were primarily used to repay in full the $ 1,640 million outstanding principal amount under the C&W Term Loan B-4 Facility, including accrued and unpaid interest.
−Removed: C&W Term Loan B-4 Facility.
−Removed: In February 2018, C&W entered into a $ 1,875 million principal amount term loan facility (the C&W Term Loan B-4 Facility ).
−Removed: The net proceeds of the C&W Term Loan B-4 Facility were used to repay in full the $ 1,825 million then outstanding principal amount of the C&W Term Loan B-3 Facility and repay $ 40 million drawn under the C&W Revolving Credit Facility.
−Removed: The exchange in principal amounts of $ 1,825 million was treated as a non-cash transaction in our consolidated statement of cash flows.
−Removed: In connection with this transaction, we recognized a loss on debt modification and extinguishment of $ 13 million, which includes the write-off of unamortized discounts and deferred financing costs.
−Removed: C&W Revolving Credit Facility .
−Removed: In January 2020, the maturity date associated with $ 575 million of the existing $ 625 million C&W Revolving Credit Facility was extended to January 30, 2026.
−Removed: All other terms and conditions of the revolving credit facility remain unchanged.
−Removed: In March 2020, we borrowed $ 313 million under the C&W Revolving Credit Facility.
−Removed: This drawdown was fully repaid in 2020.
−Removed: In connection with the UTS Acquisition during the first quarter of 2019, C&W borrowed $ 170 million under the C&W Revolving Credit Facility.
−Removed: The outstanding principal amount of the C&W Revolving Credit Facility, including accrued interest, was repaid in full in 2019.
−Removed: In March 2018, we amended and restated the credit agreement originally dated May 16, 2016, as amended and restated as of May 26, 2017, providing for the additional C&W Term Loan B-4 Facility and a $ 625 million revolving credit facility.
−Removed: C&W Regional Facilities.
−Removed: In January 2018, CWP entered into a $ 100 million principal amount term loan facility that bears interest at 4.35 % per annum, payable on a quarterly basis, and matures in January 2023.
−Removed: The proceeds from the term loan were primarily used to repay existing CWP debt.
−Removed: In June 2020, CWP refinanced this term loan facility to extend the maturity to March 17, 2025.
−Removed: All other terms and conditions of this facility remain unchanged.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: The details of our outstanding VTR Notes as of December 31, 2020 are summarized in the following table:
−Removed: Maturity Interest Rate Outstanding principal amount Carrying value (a)
−Removed: 2028 VTR Senior Secured Notes January 15, 2028 5.125 % $ 600.0 $ 596.6
−Removed: 2028 VTR Senior Notes July 15, 2028 6.375 % 550.0 533.7
−Removed: $ 1,150.0 $ 1,130.3
−Removed: (a) Amounts are net of deferred financing costs.
−Removed: Financing and Refinancing Transactions
−Removed: 2028 VTR Senior Secured Notes.
−Removed: In July 2020, VTR Comunicaciones SpA, a wholly-owned subsidiary of VTR, issued $ 600 million aggregate principal amount, at par, of 5.125 % senior secured notes (the 2028 VTR Senior Secured Notes ) due January 15, 2028.
−Removed: Interest on the 2028 VTR Senior Secured Notes is payable semi-annually on January 15 and July 15, commencing on January 15, 2021.
−Removed: The net proceeds of $ 1,133 million from the 2028 VTR Senior Secured Notes and the 2028 VTR Senior Notes (as defined and described further below), together with $ 187 million of proceeds from the unwinding of certain derivative instruments, were used to redeem $ 1,260 million of outstanding principal amount under the then outstanding VTR Finance Senior Notes (as defined and discussed further below), including accrued and unpaid interest and a $ 29 million redemption premium.
−Removed: In connection with these transactions, (i) $ 550 million was treated as a non-cash transaction in our consolidated statement of cash flows and (ii) we recognized a loss on debt modification and extinguishment of $ 42 million, which primarily includes the payment of the aforementioned redemption premium and the write-off of unamortized deferred financing costs.
−Removed: Redemption Rights.
−Removed: The 2028 VTR Senior Secured Notes may be redeemed, in whole or in part, at any time prior to July 15, 2023 at a price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to (but excluding) the redemption date, and a “make whole” premium, as described in the 2028 VTR Senior Secured Notes indenture.
−Removed: The 2028 VTR Senior Secured Notes may be redeemed, in whole or in part, at any time on or after July 15, 2023 at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date, as set forth below:
−Removed: Redemption Price
−Removed: 12-month period commencing July 15:
−Removed: 2023 102.563 %
−Removed: 2024 101.281 %
−Removed: 2025 and thereafter 100.000 %
−Removed: In addition, at any time prior to July 15, 2023, subject to certain conditions specified in the 2028 VTR Senior Secured Notes indenture, we may redeem up to 40 % of the aggregate principal amount of the 2028 VTR Senior Secured Notes with the net proceeds of one or more specified equity offerings at a redemption price equal to 105.125 % of the principal amount of the notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date.
−Removed: Prior to July 15, 2023, during each 12-month period commencing on the July 1, 2020, we may redeem up to 10 % of the aggregate principal amount of the 2028 VTR Senior Secured Notes at a redemption price equal to 103 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to (but excluding) the redemption date.
−Removed: The 2028 VTR Senior Secured Notes are guaranteed by VTR.com SpA ( VTR.com ), a wholly-owned subsidiary of VTR, and are the senior obligations of VTR Comunicaciones SpA and VTR.com.
−Removed: The 2028 VTR Senior Secured Notes are secured by first-ranking pledges over (i) all of the capital stock of the VTR Comunicaciones SpA and VTR.com and (ii) certain subordinated shareholder loans.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: 2028 VTR Senior Notes.
−Removed: In July 2020, VTR Finance N.V.
−Removed: issued $ 550 million aggregate principal amount, at par, of 6.375 % senior notes (the 2028 VTR Senior Notes ) due July 15, 2028.
−Removed: Interest on the 2028 VTR Senior Notes is payable semi-annually on January 15 and July 15, commencing on January 15, 2021.
−Removed: Redemption Rights.
−Removed: The 2028 VTR Senior Notes may be redeemed, in whole or in part, at any time prior to July 15, 2023 at a price equal to 100 % of the principal amount of the notes redeemed, plus accrued and unpaid interest to (but excluding) the redemption date, and a “make whole” premium, as described in the 2028 VTR Senior Notes indenture.
−Removed: The 2028 VTR Senior Notes may be redeemed, in whole or in part, at any time on or after July 15, 2023 at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date, as set forth below:
−Removed: Redemption Price
−Removed: 12-month period commencing July 15:
−Removed: 2023 103.188 %
−Removed: 2024 101.594 %
−Removed: 2025 and thereafter 100.000 %
−Removed: In addition, at any time prior to July 15, 2023, subject to certain conditions specified in the 2028 VTR Senior Notes indenture, we may redeem up to 40 % of the aggregate principal amount of the 2028 VTR Senior Notes with the net proceeds of one or more specified equity offerings at a redemption price equal to 106.375 % of the principal amount of the notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date.
−Removed: The 2028 VTR Senior Notes are the senior obligations of VTR and are secured by a pledge over all the shares of VTR.
−Removed: VTR Finance Senior Notes.
−Removed: In January 2014, VTR issued $ 1.4 billion principal amount of senior notes (the VTR Finance Senior Notes ), due January 15, 2024.
−Removed: In October 2018, VTR redeemed $ 140 million of aggregate principal amount of the VTR Finance Senior Notes for total consideration of $ 147 million, including (i) the 103 % redemption price and (ii) accrued and unpaid interest on the redeemed notes.
−Removed: In connection with this transaction, VTR recognized a loss on debt modification and extinguishment of $ 6 million, which includes the net effect of redemption premiums paid and the write-off of deferred financing costs.
−Removed: In July 2020, as further described above, VTR redeemed the remaining $ 1,260 million principal amount of the VTR Finance Senior Notes.
−Removed: VTR Credit Facilities
−Removed: In May 2018, VTR.com entered into (i) the VTR TLB-1 Facility and the VTR TLB-2 Facility (collectively, the VTR Term Loan Facilities ) and (ii) new U.S.
−Removed: dollar and CLP revolving credit facilities (collectively, the VTR Revolving Credit Facilities and together with the VTR Term Loan Facilities, the VTR Credit Facilities ).
−Removed: Upon closing of the VTR Credit Facilities, the previously existing credit facility at VTR.com was cancelled.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: The details of our borrowings under the VTR Credit Facilities as of December 31, 2020 are summarized in the following table:
−Removed: Unused borrowing
−Removed: capacity Outstanding principal amount
−Removed: VTR Credit Facilities
−Removed: Maturity Interest rate Borrowing currency US $ equivalent Borrowing currency US $ equivalent Carrying
−Removed: VTR TLB-1 Facility (b) ICP (c) + 3.80 %
−Removed: CLP — $ — CLP 140,900.0 $ 198.0 $ 195.5
−Removed: VTR TLB-2 Facility May 23, 2023 7.00 % CLP — — CLP 33,100.0 46.5 45.9
−Removed: VTR RCF–A (d) May 23, 2023 TAB (e) + 3.35 %
−Removed: CLP 45,000.0 63.2 CLP — — —
−Removed: VTR RCF–B (f) June 15, 2026 LIBOR + 2.75 %
−Removed: $ 200.0 200.0 $ — — —
−Removed: Total $ 263.2 $ 244.5 $ 241.4
−Removed: (a) Amounts are net of deferred financing costs.
−Removed: (b) Under the terms of the credit agreement, VTR.com is obligated to repay 50 % of the outstanding aggregate principal amount of the VTR TLB-1 Facility on November 23, 2022, with the remaining principal amount due on May 23, 2023, which represents the ultimate maturity date of the facility.
−Removed: (c) Índice de Cámara Promedio rate.
−Removed: (d) The VTR RCF – A has a fee on unused commitments of 1.34 % per year.
−Removed: (e) Tasa Activa Bancaria rate.
−Removed: (f) Includes a $ 1 million credit facility that matures on May 23, 2023.
−Removed: The VTR RCF – B has a fee on unused commitments of 1.10 % per year.
−Removed: Financing and Refinancing Transactions
−Removed: VTR RCF – A .
−Removed: In March 2019, the commitment under the VTR RCF – A was increased to CLP 45 billion ($ 63 million).
−Removed: VTR RCF – B .
−Removed: In March 2020, we borrowed $ 92 million under the VTR RCF – B.
−Removed: In June 2020, (i) the drawdown was fully repaid and (ii) the commitment under the VTR RCF – B was increased to $ 200 million and the term was extended to June 15, 2026.
LPR Senior Secured Notes
−Removed: In October 2019, LCPR Senior Secured Financing Designated Activity Company ( LCPR Senior Secured Financing ) issued $ 1.2 billion principal amount, at par, of 6.75 % senior secured notes, due October 15, 2027 (the 2027 LPR Senior Secured Notes ).
−Removed: Interest is payable semi-annually on April 15 and October 15.
−Removed: LCPR Senior Secured Financing is a special purpose financing entity, created for the primary purpose of facilitating the issuance of certain debt offerings.
−Removed: 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.
−Removed: Subject to the circumstances described below:
−Removed: • The 2027 LPR Senior Secured Notes are non-callable until October 15, 2022.
−Removed: • At any time prior to October 15, 2022, LCPR Senior Secured Financing may redeem some or all of the 2027 LPR Senior Secured Notes by paying a price equal to 100 % of the principal amount of the 2027 LPR Senior Secured Notes redeemed plus accrued and unpaid interest and a “make-whole” premium, which is generally the present value of all
+Added: The details of the outstanding LPR Senior Secured Notes as of December 31, 2021 are summarized in the following table:
+Added: principal amount
+Added: LPR Senior Secured Notes Maturity Interest
+Added: rate Borrowing
+Added: currency U.S.
+Added: $ equivalent Carrying
+Added: 2027 LPR Senior Secured Notes (b) October 15, 2027 6.750 % $ 1,161.0 $ 1,161.0 $ 1,142.4
+Added: 2029 LPR Senior Secured Notes (b) July 15, 2029 5.125 % $ 820.0 820.0 803.8
+Added: Total $ 1,981.0 $ 1,946.2
+Added: (a) Amounts are inclusive or net of original issue premiums and deferred financing costs, as applicable.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: remaining scheduled interest payments to October 15, 2022 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points.
−Removed: • At any time prior to October 15, 2022, subject to certain restrictions (as specified in the indenture), up to 40 % of the 2027 LPR Senior Secured Notes may be redeemed with the net proceeds of one or more specified equity offerings at a redemption price equal to 106.750 % of the principal amount redeemed, plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the redemption date.
−Removed: • Prior to October 15, 2022, during each 12-month period commencing on October 9, 2019, up to 10 % of the principal amount of the 2027 LPR Senior Secured Notes may be redeemed at a redemption price equal to 103 % of the principal amount redeemed, plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the redemption date.
−Removed: On and after October 15, 2022, LCPR Senior Secured Financing may redeem some or all of the 2027 LPR Senior Secured Notes at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date:
+Added: (b) The 2027 LPR Senior Secured Notes and 2029 LPR Senior Secured Notes were issued by LCPR Senior Secured Financing.
+Added: 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.
+Added: LCPR Senior Secured Financing was created for the primary purpose of facilitating the issuance of certain debt offerings.
+Added: Redemption Rights.
+Added: The LPR Senior Secured Notes are subject to certain redemption rights (as specified in the applicable indenture).
+Added: LCPR Senior Secured Financing may redeem some or all of the 2027 LPR Senior Secured Notes and 2029 LPR Senior Secured Notes at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date:
Redemption Price
−Removed: 12-month period commencing October 15:
+Added: 2027 LPR Senior Secured Notes 2029 LPR Senior Secured Notes
+Added: 12-month period commencing:
+Added: October 15 July 15
+Added: 2022 103.375 % N.A.
+Added: 2023 101.688 % N.A.
2024 100.000 % 102.563 %
1 unchanged sentence
2026 and thereafter 100.000 % 100.000 %
−Removed: The net proceeds from the 2027 LPR Senior Secured Notes, the 2027 LPR Senior Secured Notes Add-on (as defined and described below) and the SPV Escrowed Proceeds (as defined and described below) were deposited into escrow (collectively, the “ AT&T Acquisition Restricted Cash ”), subsequently released upon consummation of the AT&T Acquisition and used to fund one or more loans to a wholly-owned subsidiary of Liberty Puerto Rico.
−Removed: The payment of all obligations under such loans are guaranteed by LCPR and certain of its affiliates and their respective significant subsidiaries, and all the issued capital stock or share capital of LCPR and each guarantor, and substantially all assets of LCPR and each guarantor is pledged to secure the payment of such obligations.
−Removed: Such loans and a capital contribution from Liberty Latin America were used to finance the AT&T Acquisition and to pay related fees and expenses.
−Removed: At December 31, 2019, the AT&T Acquisition Restricted Cash was included in restricted cash in our consolidated balance sheet.
−Removed: At December 31, 2020, the carrying value of the 2027 LPR Senior Secured Notes was $ 1,265 million.
−Removed: Financing Transactions
−Removed: 2027 LPR Senior Secured Notes Add-on .
−Removed: In May 2020, LCPR Senior Secured Financing Designated Activity Company ( LCPR Senior Secured Financing ) issued an additional $ 90 million aggregate principal amount, at 102.5 % of par, under the existing 2027 LPR Senior Secured Notes indenture (the 2027 LPR Senior Secured Notes Add-on ).
−Removed: The terms and conditions of the 2027 LPR Senior Secured Notes Add-on are consistent with the original indenture.
−Removed: As further described above, the net proceeds from the 2027 LPR Senior Secured Notes Add-on were deposited into escrow and subsequently released upon consummation of the AT&T Acquisition.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
LPR Credit Facilities
1 unchanged sentence
The details of our borrowings under the LPR Credit Facilities as of December 31, 2021 are summarized in the following table:
−Removed: LPR Credit Facilities Maturity Interest rate Facility
−Removed: (in borrowing
−Removed: currency) Unused
+Added: LPR Credit Facilities Maturity Interest rate Unused
capacity Outstanding principal amount Carrying
−Removed: LPR Revolving Credit Facility (b) October 15, 2025 LIBOR + 3.50 %
+Added: LPR Revolving Credit Facility (a) (b) March 15, 2027 LIBOR + 3.50 %
$ 172.5 $ — $ —
−Removed: 2026 SPV Credit Facility
−Removed: October 15, 2026 LIBOR + 5.0 %
+Added: 2028 LPR Term Loan October 15, 2028 LIBOR + 3.75 %
— 620.0 620.0
Total $ 172.5 $ 620.0 $ 620.0
−Removed: (a) Amounts are net of discounts and deferred financing costs.
−Removed: (b) The LPR Revolving Credit Facility has a fee on unused commitments of 0.5 % per year.
−Removed: Financing Transactions
−Removed: 2026 SPV Credit Facility.
−Removed: In October 2019, LCPR Loan Financing LLC ( LCPR Loan Financing ) entered into a LIBOR plus 5.0 % $ 1.0 billion principal amount term loan facility, issued at 99.0 % of par, due October 15, 2026 (the 2026 SPV Credit Facility ).
−Removed: Interest on the 2026 SPV Credit Facility is currently payable monthly.
−Removed: LCPR Loan Financing is a special purpose financing entity, created for the primary purpose of facilitating the issuance of certain term loan debt.
+Added: (a) The LPR Revolving Credit Facility was entered into by LCPR Loan Financing, which 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.
−Removed: LCPR Loan Financing used the proceeds from the 2026 SPV Credit Facility to (i) fund a new $ 947 million term loan (the LPR Financing Loan ) to LCPR and (ii) deposit $ 53 million into escrow (the SPV Escrowed Proceeds ), which was ultimately used to fund a portion of the AT&T Acquisition.
−Removed: The terms and conditions, including maturity and applicable interest rate, for the LPR Financing Loan are the same as those for the 2026 SPV Credit Facility.
−Removed: LCPR Loan Financing’s obligations under the 2026 SPV Credit Facility are secured by interests over various assets, as further described in the 2026 SPV Credit Facility agreement.
−Removed: The net proceeds from the LPR Financing Loan were used to redeem, in full, the $ 923 million then outstanding principal amount of the LPR Bank Facility.
−Removed: This borrowing and repayment activity was treated as a non-cash transaction in our consolidated statement of cash flows.
−Removed: In connection with this transaction, we recognized a loss on debt modification and extinguishment of $ 7 million, which includes the write-off of unamortized discounts and deferred financing costs.
−Removed: LPR Revolving Credit Facility.
−Removed: In October 2019, LCPR entered into a LIBOR plus 3.5 %, 6 -year senior secured credit facility agreement providing for $ 125 million of revolving commitments (the LPR Revolving Credit Facility ).
−Removed: Upon closing of the LPR Revolving Credit Facility, the previously existing revolving credit facility at LCPR was cancelled.
−Removed: In March 2020, we borrowed $ 63 million under the LPR Revolving Credit Facility.
−Removed: This drawdown was fully repaid in 2020.
+Added: (b) The LPR Revolving Credit Facility has a fee on unused commitments of 0.5 % per year.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: Cabletica Credit Facilities
−Removed: In October 2018, in connection with the completion of the Cabletica Acquisition, Cabletica entered into certain senior secured credit facilities (the Cabletica Credit Facilities ).
−Removed: The details of our borrowings under the Cabletica Credit Facilities as of December 31, 2020 are summarized in the following table:
+Added: Costa Rica Credit Facilities
+Added: The details of the Costa Rica Credit Facilities as of December 31, 2021 are summarized in the following table:
Unused borrowing capacity Outstanding principal
−Removed: Cabletica Credit Facilities
−Removed: Maturity Interest rate Borrowing currency U.S.
+Added: Costa Rica Credit Facilities Maturity Interest rate Borrowing currency U.S.
$ equivalent Borrowing currency U.S.
$ equivalent Carrying value (a)
−Removed: Cabletica Term Loan B-1 Facility
−Removed: (b) LIBOR + 5.50 % (c)
+Added: Cabletica Term Loan B-1 Facility (b) LIBOR + 5.50 % (c)
$ — $ — $ 276.7 $ 276.7 $ 270.1
−Removed: Cabletica Term Loan B-2 Facility
−Removed: (b) TBP (d) + 6.75 %
+Added: Cabletica Term Loan B-2 Facility (b) TBP + 6.75 %
CRC — — CRC 79,635.2 124.0 122.0
−Removed: Cabletica Revolving Credit Facility (e) August 1, 2024 LIBOR + 4.25 %
−Removed: $ 15.0 15.0 $ — — —
+Added: Cabletica Revolving Credit Facility (d) August 1, 2024 LIBOR + 4.25 %
$ 7.0 7.0 $ 8.0 8.0 8.0
+Added: Total $ 7.0 $ 408.7 $ 400.1
(a) Amounts are net of deferred financing costs.
−Removed: (b) Under the terms of the credit agreement, Cabletica is obligated to repay 50 % of the outstanding aggregate principal amounts of the Cabletica Term Loan B-1 Facility and the Cabletica Term Loan B-2 Facility on February 1, 2024, with the remaining respective principal amounts due on August 1, 2024, which represents the ultimate maturity date of each facility.
+Added: (b) Under the terms of the credit agreement, Costa Rica is obligated to repay 50 % of the outstanding aggregate principal amounts of the Cabletica Term Loan B-1 Facility and the Cabletica Term Loan B-2 Facility on February 1, 2024, with the remaining respective principal amounts due on August 1, 2024, which represents the ultimate maturity date of each facility.
(c) Subject to a LIBOR floor of 75 basis points.
−Removed: (d) Tasa Básica Pasiva rate.
−Removed: (e) The Cabletica Revolving Credit Facility has a fee on unused commitments of 1.70 % per year.
−Removed: Financing and Refinancing Transactions
−Removed: In November 2020, we amended and restated the Cabletica Credit Facilities credit agreement, which included (i) an upsize of the Cabletica Term Loan B-1 Facility by $ 228 million, (ii) an upsize of the Cabletica Term Loan B-2 Facility by $ 59 million, which is expected to be converted to the CRC denominated facility upon close of the Telefónica-Costa Rica Acquisition, and (iii) replacing the existing Cabletica Revolving Credit Facility with a new $ 15 million revolving credit facility.
−Removed: The upsize commitments under the Cabletica Term Loan B-1 Facility and Cabletica Term Loan B-2 Facility remain undrawn at December 31, 2020 and are contingent upon closing of the Telefónica-Costa Rica Acquisition.
−Removed: These undrawn amounts are also subject to ticking fees, currently estimated to be approximately 2 % per year through the closing date of the Telefónica-Costa Rica Acquisition.
+Added: (d) The Cabletica Revolving Credit Facility has a fee on unused commitments of 1.70 % per year.
+Added: Financing and Refinancing Activity
+Added: Borrowings related to significant notes we issued and credit facilities drew down, entered into or amended during 2021, 2020 and 2019 are included in the tables below.
+Added: Non-cash activity relates to cash borrowed 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 outstanding debt instruments within the same borrowing group.
+Added: Borrowings during 2021, including activity related to the Chile JV Entities, are as follows:
+Added: Borrowing group Borrowing Non-cash component
+Added: Instrument Issued at Borrowing currency USD equivalent
+Added: C&W C&W Term Loan B-6 Facility 99.25 % $ 590.0 $ 590.0 $ 555.0
+Added: C&W C&W Revolving Credit Facility N/A (a) $ —
+Added: Liberty Puerto Rico 2029 LPR Senior Secured Notes 100 % $ 820.0 $ 820.0 $ 500.0
+Added: Liberty Puerto Rico 2028 LPR Term Loan 100 % $ 620.0 $ 620.0 $ 500.0
+Added: Liberty Puerto Rico LPR Revolving Credit Facility N/A (b) $ —
+Added: VTR 2029 VTR Senior Secured Notes 100 % $ 410.0 $ 410.0 $ 60.0
+Added: VTR VTR RCF – A N/A $ — $ — $ —
+Added: Costa Rica (c) Cabletica Term Loan B-1 Facility 100 % $ 227.5 $ 227.5 $ —
+Added: Costa Rica (c) Cabletica Term Loan B-2 Facility 100 % CRC 36,457.9 $ 58.8 N/A $ —
+Added: (a) In September 2021, the C&W Revolving Credit Facility was amended to extend the maturity of $ 580 million in underlying commitments from January 30, 2026 to January 30, 2027.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
+Added: (b) Total commitments under the LPR Revolving Credit Facility were increased by $ 48 million during 2021.
+Added: (c) Borrowings under the Cabletica Term Loan B-1 Facility and Cabletica Term Loan B-2 Facility were used to fund a portion of the Telefónica Costa Rica Acquisition.
+Added: Borrowings during 2020 are as follows:
+Added: Borrowing group Issued at Borrowing Non-cash component
+Added: Instrument Borrowing currency USD equivalent
+Added: C&W C&W Term Loan B-5 Facility N/A $ 1,510.0 $ 1,510.0 $ 1,510.0
+Added: C&W 2027 C&W Senior Secured Notes Add-on 106 % $ 150.0 $ 150.0 $ 130.0
+Added: C&W C&W Revolving Credit Facility N/A $ 312.5 $ 312.5 $ —
+Added: VTR 2028 VTR Senior Secured Notes 100 % $ 600.0 $ 600.0 $ —
+Added: VTR 2028 VTR Senior Notes 100 % $ 550.0 $ 550.0 $ 550.0
+Added: VTR VTR RCF – B N/A $ 92.0 $ 92.0 $ —
+Added: Liberty Puerto Rico 2027 LPR Senior Secured Notes Add-on 102.5 % $ 90.0 $ 90.0 $ —
+Added: Liberty Puerto Rico LPR Revolving Credit Facility N/A $ 62.5 $ 62.5 $ —
+Added: Borrowings during 2019 are as follows:
+Added: Borrowing group Issued at Borrowing Non-cash component (a)
+Added: Instrument Borrowing currency USD equivalent
+Added: Liberty Latin America Convertible Notes 100 % $ 402.5 $ 402.5 $ —
+Added: C&W 2027 C&W Senior Secured Notes 99.195 % $ 400.0 $ 400.0 $ —
+Added: C&W 2027 C&W Senior Notes Add-on A 99.205 % $ 300.0 $ 300.0 $ —
+Added: C&W 2027 C&W Senior Notes Add-on B 103.625 % $ 220.0 $ 220.0 $ —
+Added: C&W C&W Revolving Credit Facility 100 % $ 170.0 $ 170.0 $ —
+Added: Liberty Puerto Rico 2027 LPR Senior Secured Notes 100 % $ 1,200.0 $ 1,200.0 $ —
+Added: Liberty Puerto Rico 2026 SPV Credit Facility 99 % $ 1,000.0 $ 1,000.0 $ 922.5
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: During 2021, we made repayments on the following debt instruments, including repayments related to the Chile JV Entities:
+Added: Borrowing group Redemption price Principal amount repaid Non-cash component Loss on debt extinguishment
+Added: Instrument Borrowing currency USD equivalent (a)
+Added: C&W 2026 C&W Senior Notes 103.75 % $ 500.0 $ 500.0 $ 500.0 $ 24.3
+Added: C&W 2027 C&W Senior Secured Notes 103 % $ 55.0 $ 55.0 $ 55.0 $ 1.7
+Added: Liberty Puerto Rico 2026 SPV Credit Facility 100 % $ 1,000.0 $ 1,000.0 $ 1,000.0 $ 14.3
+Added: Liberty Puerto Rico 2027 LPR Senior Secured Notes 103 % $ 129.0 $ 129.0 $ — $ 6.0
+Added: VTR 2028 VTR Senior Secured Notes 103 % $ 120.0 $ 120.0 $ 60.0 $ 4.0
+Added: VTR VTR TLB-1 Facility 100 % CLP 140,900.0 $ 196.4 $ — $ 5.6
+Added: VTR VTR TLB-2 Facility 100 % CLP 33,100.0 $ 46.1 $ — $ 1.3
+Added: (a) Translated at the transaction date, if applicable.
+Added: During 2020, we made repayments on the following debt instruments:
+Added: Borrowing group Redemption price Principal amount repaid Non-cash component Loss on debt extinguishment
+Added: Instrument Borrowing currency USD equivalent (a)
+Added: C&W C&W Term Loan B-4 Facility 100 % $ 1,640.0 $ 1,640.0 $ 1,640.0 $ 3.4
+Added: C&W C&W Revolving Credit Facility N/A $ 312.5 $ 312.5 $ — $ —
+Added: VTR VTR Finance Senior Notes 100 % $ 1,260.0 $ 1,260.0 $ 550.0 $ 41.7
+Added: VTR VTR RCF – B N/A $ 92.0 $ 92.0 $ — $ —
+Added: Liberty Puerto Rico LPR Revolving Credit Facility N/A $ 62.5 $ 62.5 $ — $ —
+Added: (a) Translated at the transaction date, if applicable.
+Added: During 2019, we made repayments on the following debt instruments:
+Added: Borrowing group Redemption price Principal amount repaid Non-cash component Loss on debt extinguishment
+Added: Instrument Borrowing currency USD equivalent (a)
+Added: C&W 2019 C&W Senior Notes 100 % £ 91.0 $ 120.0 $ — $ —
+Added: C&W 2022 C&W Senior Notes 105.156 % $ 265.0 $ 265.0 $ — $ 8.8
+Added: C&W 2022 C&W Senior Notes 103.438 % $ 210.0 $ 210.0 $ — $ 4.2
+Added: C&W C&W Term Loan B-4 Facility 100 % $ 235.0 $ 235.0 $ — $ 0.6
+Added: C&W C&W Revolving Credit Facility N/A $ 170.0 $ 170.0 $ — $ 6.9
+Added: Liberty Puerto Rico LPR Bank Facility (b) 100 % $ 942.5 $ 942.5 $ 922.5 $ —
+Added: (a) Translated at the transaction date, if applicable.
+Added: (b) The LPR Bank Facility represents then outstanding term loans of $ 850 million and $ 92.5 million.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
Maturities of Debt
Maturities of our debt as of December 31, 2021 are presented below.
+Added: The table below excludes the debt of the Chile JV Entities as it has been reflected in liabilities associated with assets held for sale on our December 31, 2021 consolidated balance sheet.
Amounts presented below represent U.S.
dollar equivalents based on December 31, 2021 exchange rates.
−Removed: C&W VTR Liberty Puerto Rico Cabletica Liberty Latin America (a) Consolidated
+Added: C&W Liberty Puerto Rico Costa Rica Liberty Latin America (a) Consolidated
Years ending December 31:
12 unchanged sentences
(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.
+Added: Subsequent Event
+Added: In January 2022, CWP entered into the CWP Credit Facilities.
+Added: The 2028 CWP Term Loan A will be used to refinance certain existing term debt of CWP.
+Added: The 2028 CWP Term Loan B is restricted for use to fund the Claro Panama Acquisition and is subject to certain ticking fees until the Claro Panama Acquisition closing date.
+Added: The 2027 CWP Revolving Credit Facility has a fee on unused commitments of 0.50 %.
The following table provides details of our operating lease expense:
Year ended December 31,
−Removed: 2020 2019 2018 (a)
+Added: 2021 2020 2019
Operating lease expense:
2 unchanged sentences
Short-term lease cost
+Added: 21.0 13.5 10.4
Total operating lease expense
$ 114.1 $ 66.3 $ 56.1
−Removed: (a) Amounts reflect operating lease expense recorded under ASC 840, Leases , prior to adoption of ASU 2016-02 on January 1, 2019.
−Removed: Accordingly, amounts are not comparable.
+Added: Our operating lease expense is included in facility, provision, franchise and other expense, in other operating costs and expenses, in our consolidated statements of operations.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: Certain other details of our operating leases are set forth below:
+Added: Certain other details of our operating leases are set forth in the tables below.
Operating lease right-of-use assets $ 441.0 $ 328.6
7 unchanged sentences
Year ended December 31,
+Added: 2021 2020 2019
Operating cash flows from operating leases $ 93.1 $ 47.0 $ 46.2
Right-of-use assets obtained in exchange for new operating lease liabilities (a) $ 211.8 $ 230.5 $ 48.0
−Removed: (a) Represents non-cash transactions associated with operating leases entered into during the year, including $ 196 million acquired in connection with the AT&T Acquisition.
+Added: (a) Represents non-cash transactions associated with operating leases entered into during the year, including (i) $ 155 million acquired in connection with the Telefónica Costa Rica Acquisition during 2021 and (ii) $ 196 million acquired in connection with the AT&T Acquisition during 2020.
Maturities of Operating Leases
Maturities of our operating lease liabilities as of December 31, 2021 are presented below.
+Added: The table below excludes the operating lease liabilities of the Chile JV Entities as they have been reflected in liabilities associated with assets held for sale on our December 31, 2021 consolidated balance sheet.
Amounts presented below represent U.S.
3 unchanged sentences
Total operating lease liabilities on an undiscounted basis
−Removed: Amount representing interest ( 75.8 )
+Added: Present value discount ( 115.1 )
Present value of operating lease liabilities
3 unchanged sentences
(12) Restructuring Liabilities
−Removed: A summary of changes in our restructuring liabilities during 2020 is set forth in the table below:
+Added: Our restructuring charges during 2021, 2020 and 2019 primarily relate to reorganization programs at C&W Caribbean and Networks, VTR and C&W Panama.
+Added: Current and noncurrent restructuring liabilities are included in other accrued and current liabilities and other long-term liabilities, respectively, in our consolidated balance sheets.
+Added: A summary of changes in our restructuring liabilities during 2021, 2020 and 2019 is set forth in the tables below:
termination Contract termination and other Total
1 unchanged sentence
Restructuring charges 35.1 8.2 43.3
−Removed: UTS liabilities at acquisition date (a) 2.1 — 2.1
Cash paid ( 25.4 ) ( 10.6 ) ( 36.0 )
+Added: Reclassification to liabilities associated with assets held for sale (a) ( 0.4 ) ( 9.6 ) ( 10.0 )
Foreign currency translation adjustments ( 0.3 ) ( 2.0 ) ( 2.3 )
3 unchanged sentences
Total $ 12.6 $ 2.6 $ 15.2
−Removed: (a) Represents an adjustment related to the completion of our purchase price accounting for the UTS Acquisition, as further discussed in note 4.
−Removed: Our restructuring charges during 2020 primarily relate to reorganization programs at C&W Panama, C&W Caribbean and Networks and VTR.
−Removed: Current and noncurrent restructuring liabilities are included in other accrued and current liabilities and other long-term liabilities, respectively, in our consolidated balance sheets.
−Removed: A summary of changes in our restructuring liabilities during 2019 is set forth in the table below:
+Added: (a) In connection with the pending formation of the Chile JV, the restructuring liabilities associated with the Chile JV Entities have been included in liabilities associated with assets held for sale on our December 31, 2021 consolidated balance sheet.
termination Contract termination and other Total
1 unchanged sentence
Restructuring charges 13.2 11.6 24.8
−Removed: UTS liabilities at acquisition date 8.3 — 8.3
+Added: UTS liabilities at acquisition date (a) 2.1 — 2.1
Cash paid ( 25.7 ) ( 10.4 ) ( 36.1 )
4 unchanged sentences
Total $ 3.6 $ 16.6 $ 20.2
−Removed: Our restructuring charges during 2019 primarily relate to employee severance and termination costs associated with reorganization programs at VTR, C&W Caribbean and Networks and C&W Panama.
+Added: (a) Represents an adjustment related to the completion of our purchase price accounting for the UTS Acquisition.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: A summary of changes in our restructuring liabilities during 2018 is set forth in the table below:
termination Contract termination and other Total
1 unchanged sentence
Restructuring charges 30.9 9.3 40.2
+Added: UTS liabilities at acquisition date 8.3 — 8.3
Cash paid ( 27.6 ) ( 13.0 ) ( 40.6 )
1 unchanged sentence
Restructuring liability as of December 31, 2019 $ 19.0 $ 13.3 $ 32.3
−Removed: Our restructuring charges during 2018 primarily relate to employee severance and termination costs associated with reorganization programs at C&W Caribbean and Networks, VTR and C&W Panama.
−Removed: In addition to the restructuring charges set forth in the tables above, we also incurred $ 3 million, $ 5 million and $ 9 million during 2020, 2019 and 2018, respectively, in restructuring charges related to employee severance and termination costs at C&W Caribbean and Networks, which impacted our net pension liability.
−Removed: For additional information, see note 16.
( 13 ) Programming and Other Direct Costs of Services
−Removed: Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, commissions, costs of mobile handsets and other devices, and other direct costs related to our operations.
+Added: 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.
Our programming and other direct costs of services by major category are set forth below.
2 unchanged sentences
Programming and copyright $ 441.4 $ 389.3 $ 404.8
−Removed: Interconnect and commissions 249.9 280.0 298.7
−Removed: Equipment and other
−Removed: 206.8 193.0 177.4
+Added: Interconnect 329.8 257.6 280.0
+Added: Equipment and other (a) 418.8 199.1 193.0
Total programming and other direct costs $ 1,190.0 $ 846.0 $ 877.8
+Added: (a) Amounts for 2021, 2020, and 2019 include $ 302 million, $ 116 million, and $ 101 million, respectively, related to equipment cost of goods sold.
(14) Other Operating Costs and Expenses
4 unchanged sentences
• 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;
+Added: • Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, franchise-related fees, bank fees, insurance, vehicle-related, travel and entertainment and other operating-related costs;
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: • Facility, provision, franchise and other , which primarily includes facility-related costs, provision for bad debt expense, franchise-related fees, bank fees, insurance, travel and entertainment and other operating-related costs;
−Removed: • Share-based compensation costs that relate to (i) SARs, RSUs and PSUs (each as defined in note 3) issued to our employees and Directors (as defined in note 17) and (ii) bonus-related expenses that will be paid in the form of equity (as further described in note 17).
+Added: • Share-based compensation expense that relates to (i) equity awards issued to our employees and Directors and (ii) and with respect to 2021 and 2020, bonus-related expenses that will be paid in the form of equity.
Our other operating costs and expenses by major category are set forth below:
23 unchanged sentences
(a) Liberty Latin America is considered a stand-alone Bermuda entity.
+Added: (b) Amounts for the year ended December 31, 2021 include a goodwill impairment charge of $ 605 million and a $ 41 million impairment associated with a cost method investment, both of which occurred at our C&W Caribbean and Networks segment.
+Added: Amounts for the year ended December 31, 2020, include impairment charges of $ 177 million and $ 99 million
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: (b) Amounts for the year ended December 31, 2020, include impairment charges of $ 177 million and $ 99 million at our C&W Panama and C&W Caribbean and Networks reporting units, respectively.
−Removed: Amounts for the years ended December 31, 2019 and 2018 include impairment charges at our Panamanian reporting unit of $ 182 million and $ 608 million, respectively.
−Removed: For additional information regarding asset impairments, see note 9.
−Removed: (c) For the year ended December 31, 2020, material jurisdictions that comprise the “foreign” component of our loss before income taxes include Bahamas, Barbados, Chile, Costa Rica, Jamaica, the Netherlands, Panama, Puerto Rico, Trinidad, the U.K.
−Removed: For the year ended December 31, 2019, material jurisdictions that comprise the “foreign” component of our loss before income taxes include Bahamas, Barbados, Chile, Costa Rica, Jamaica, the Netherlands, Panama, Puerto Rico, Trinidad, the U.K.
−Removed: For the year ended December 31, 2018, material jurisdictions that comprise the “foreign” component of our loss before income taxes include Barbados, Chile, the Netherlands, Panama, Puerto Rico and the U.K.
+Added: at our C&W Panama and C&W Caribbean and Networks reporting units.
+Added: Amounts for the year ended December 31, 2019 include impairment charges at our C&W Panama reporting unit of $ 182 million, as further described in note 8.
+Added: (c) For the year ended December 31, 2021, material jurisdictions that comprise the “foreign” component of our loss before income taxes include Bahamas, Barbados, British Virgin Islands, Chile, Costa Rica, Curacao, Jamaica, the Netherlands, Panama, Puerto Rico, Trinidad, U.S.
+Added: Virgin Islands, the U.K.
+Added: For the years ended December 31, 2020 and 2019, material jurisdictions that comprise the “foreign” component of our loss before income taxes include Bahamas, Barbados, Chile, Costa Rica, Jamaica, the Netherlands, Panama, Puerto Rico, Trinidad, the U.K.
Income tax benefit (expense) consists of:
19 unchanged sentences
Increases in valuation allowances ( 321.6 ) ( 223.0 ) ( 60.9 )
+Added: Expiration of deferred tax assets with full valuation allowance ( 129.5 ) — —
International rate differences (a) (c) 82.2 180.7 56.0
Changes in uncertain tax positions ( 1.0 ) 33.4 161.7
−Removed: Enacted tax law and rate changes (d) (e) (f) (g) 149.4 11.3 1.5
+Added: Enacted tax law and rate changes (d) (e) (f) 416.1 149.4 11.3
Effect of non-deductible goodwill impairments ( 201.2 ) ( 70.3 ) ( 43.8 )
7 unchanged sentences
The majority of our subsidiaries operate in jurisdictions where income tax is imposed at local applicable rates, resulting in “international rate differences,” as shown in the table above that reflect the computed tax benefit (expense) of pre-tax book income (loss) in the respective taxable jurisdiction.
−Removed: (b) Permanent differences primarily relate to various non-taxable income or non-deductible expenses, such as CARICOM treaty income, limitations on deductible management fees, or executive compensation, among others.
−Removed: (c) The 2020 corporate tax rates applicable to our primary tax jurisdictions are as follows:
+Added: (b) Permanent differences primarily relate to various non-taxable income or non-deductible expenses, such as Caribbean Community (CARICOM) treaty income, limitations on deductible management fees, or executive compensation, among others.
+Added: (c) The 2021 corporate tax rates applicable to our primary material jurisdictions are as follows:
+Added: Barbados, 1% to 5.5%;
+Added: British Virgin Islands, 0%;
Costa Rica, 30%;
+Added: Curacao, 22%;
Jamaica, 33.33%;
1 unchanged sentence
Puerto Rico, 37.5%;
−Removed: the U.K., 19%;
+Added: Trinidad, 30%;
+Added: Virgin Islands, 23.10%;
19% and the U.S., 21%.
−Removed: (d) In March 2020, the United Kingdom enacted budget confirmed that its corporate tax rate would maintain at 19% as opposed to a previously announced reduction to 17% which was to be effective from April 1, 2020.
−Removed: While deferred tax assets were re-valued, there is a net nil tax impact of this on total tax result due to a full valuation allowance on all deferred tax items in the U.K.
−Removed: (e) During 2018, legislation was enacted that changed the income tax rate in Barbados from 25.0% to 30.0% on Regular Barbados Companies.
−Removed: Substantially all of the impact of this rate change on our deferred tax balances was recorded during the fourth quarter of 2018 when the change in law was enacted.
−Removed: During 2019, legislation was enacted that changed the income tax rate in Barbados from 30.0% on Regular Business Companies to a regressive tax rate ranging from 5.5% to 1% applicable to all Barbados companies, dependent upon taxable income levels.
−Removed: Substantially all of the impact of this rate change on our deferred tax balances was recorded during the first quarter of 2019 when the change in law was enacted.
−Removed: (f) On December 27, 2019, legislation was enacted in Colombia that replaces tax reform which had previously been enacted in 2018 but had been declared unconstitutional due to procedural flaws.
−Removed: The legislation confirms provisions from the original 2018 reform, including a phasing down of the corporate tax rates through 2022, whereby the rate will be 30% going forward.
−Removed: Substantially all of the impact of this rate change on our deferred tax balances was recorded during the fourth quarter of 2019 when the change in law was enacted.
−Removed: (g) On December 10, 2018, legislation was enacted that changed the total corporate income tax rate in Puerto Rico from 39.0% to 37.5% for tax years beginning after December 31, 2018.
−Removed: Substantially all of the impact of this rate change on our deferred balances was recorded during the fourth quarter of 2018 when the change in law was enacted.
+Added: (d) On June 10, 2021, the United Kingdom Finance Bill of 2021 enacted an increase in the main corporate tax rate to 25%, with effect from April 1, 2023.
+Added: While deferred tax assets were re-valued as of enactment, there is a net nil tax impact of this on total tax result due to a full valuation allowance on all deferred tax items in the U.K.
+Added: (e) On September 14, 2021, legislation was enacted in Colombia.
+Added: Changes include an increase in the corporate income tax to 35% from January 1, 2022.
+Added: Substantially all of the impact of this rate change on our deferred tax balances was recorded during the third quarter of 2021 when the change in law was enacted.
+Added: (f) On December 27, 2021, the Netherlands enacted legislation increasing the top corporate income tax rate to 25.8%.
+Added: with effect from January 1, 2022.
+Added: While deferred tax assets were re-valued, there is a net nil tax impact of this on total tax result due to a full valuation allowance on all deferred tax items in the Netherlands.
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes.
21 unchanged sentences
Un-remitted foreign earnings ( 0.8 ) ( 2.4 )
−Removed: Other future taxable amounts — ( 0.5 )
+Added: Accrued expenses ( 0.1 ) —
Deferred tax liabilities ( 1,199.3 ) ( 1,047.9 )
3 unchanged sentences
2021 2020 2019
−Removed: Balance at beginning of period $ 1,402.8 $ 1,308.9 $ 1,282.2
+Added: Balance at January 1 $ 1,630.9 $ 1,402.8 $ 1,308.9
Net tax expense related to operations 321.6 223.0 60.9
1 unchanged sentence
Business acquisitions and other ( 3.1 ) 4.8 24.2
−Removed: Balance at end of period $ 1,630.9 $ 1,402.8 $ 1,308.9
+Added: Balance at December 31 $ 1,940.3 $ 1,630.9 $ 1,402.8
Liberty Latin America Ltd.
11 unchanged sentences
Curacao 175.2 40.4 2022 - 2031
−Removed: Chile 146.4 39.5 Indefinite
Puerto Rico 174.1 38.3 2024 - 2028
121.3 30.3 2025 - 2037
−Removed: Netherlands 110.8 27.7 2024 - 2026
+Added: Virgin Islands
+Added: 37.6 8.7 2033-Indefinite
+Added: Colombia 20.8 7.3 2033-Indefinite
Other 40.5 11.3 Various
18 unchanged sentences
In general, tax returns filed by, or that include, entities comprising Liberty Latin America for years prior to 2009 are no longer subject to examination by tax authorities.
−Removed: We are currently undergoing income tax audits in Chile, Panama, Trinidad and
+Added: We are currently undergoing income tax audits in Chile and Trinidad and
Liberty Latin America Ltd.
14 unchanged sentences
Reductions for tax positions of prior years — ( 18.8 ) ( 153.1 )
+Added: Reclassification to liabilities associated with assets held for sale ( 11.3 ) — —
Balance at December 31 $ 12.0 $ 32.0 $ 64.1
4 unchanged sentences
No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2022.
−Removed: During 2020, 2019 and 2018, our income tax benefit (expense) includes interest releases of $ 2 million and $ 33 million and interest expense of $ 8 million, respectively, representing the net accrual of interest and penalties incurred during the respective period.
+Added: During 2021, 2020 and 2019, our income tax benefit (expense) includes interest income (expense) of ($ 1 million),$ 2 million and $ 33 million, respectively, representing the net accrual of interest and penalties incurred during the respective period.
Our other long-term liabilities include accrued interest and penalties of $ 13 million and $ 13 million at December 31, 2021 and 2020, respectively.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
(16) Pension Plans
Defined Benefit Plans
−Removed: C&W maintains various funded defined benefit plans for its employees, including (i) the Cable & Wireless Superannuation Fund ( CWSF ), which is C&W’s largest defined benefit plan, and (ii) plans in the Bahamas, Jamaica, Barbados and Curacao.
−Removed: A significant portion of these defined benefit plans are closed to new entrants, and existing participants do not accrue any additional benefits.
−Removed: C&W also operates unfunded defined benefit arrangements in the U.K., which are governed by individual trust deeds (the U.K.
−Removed: unfunded plans ).
−Removed: One arrangement incorporates a covenant requiring C&W to hold security against the value of the liabilities.
−Removed: The security is in the form of U.K.
−Removed: Government Gilts, which are included in other assets, net, in our consolidated balance sheets.
−Removed: At December 31, 2020 and 2019, the carrying value of our investment in the U.K.
−Removed: Government Gilts was $ 38 million and $ 37 million, respectively.
−Removed: Prior to the UTS Acquisition, UTS had unfunded defined benefit liabilities for certain of its employees.
−Removed: In connection with the UTS Acquisition, an insurance policy was purchased for 64 million Netherlands Antillean Guilders ( ANG ) ($ 36 million).
−Removed: The payments from this policy effectively match the corresponding obligations to the UTS employees.
−Removed: Annual service cost for these employee benefit plans is determined using the projected unit credit actuarial method.
−Removed: The C&W subsidiaries that maintain funded plans have established investment policies for plan assets.
−Removed: The investment strategies are long-term in nature and generally designed to meet the following objectives:
−Removed: • ensure that funds are available to pay benefits as they become due;
−Removed: • maximize the total returns on plan assets subject to prudent risk taking;
−Removed: • preserve or improve the funded status of the trusts over time.
−Removed: The weighted average assumptions used in determining our benefit obligations and net periodic pension cost are as follows:
−Removed: Expected rate of salary increase 1.0 % 0.8 %
−Removed: Discount rate 2.4 % 3.0 %
−Removed: Return on plan assets 2.4 % 3.0 %
−Removed: Retail price index inflation rate 2.9 % 3.0 %
−Removed: Consumer price index inflation rate 2.1 % 2.1 %
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: The present value of the CWSF vested benefit obligations has been calculated and, together with the U.K.
−Removed: unfunded plans, represents 77 % of the overall projected benefit obligation as of December 31, 2020.
−Removed: Assumptions used are best estimates from a range of possible actuarial assumptions, which may not necessarily be borne out in practice.
−Removed: The assumptions related to mortality rates for the CWSF and the U.K.
−Removed: unfunded plans are based upon the third series of Self-Administered Pension Scheme and the actual experience of the plan participants and dependents.
−Removed: In addition, allowance was made for future mortality improvements in line with the 2019 Continuous Mortality Investigation core projections with a long-term rate of improvement of 1.25 % per annum.
−Removed: Based on these assumptions, the life expectancies of participants aged 60 at the following dates are as follows:
−Removed: 2020 2030 2040
−Removed: Male participants and dependents 27 28 29
−Removed: Female participants 28 28 29
−Removed: Female dependents 28 29 30
−Removed: Through our defined benefit pension plans, we are exposed to a number of risks, the most significant of which are detailed below.
−Removed: The net pension liability can be significantly influenced by short-term market factors.
−Removed: The calculation of the net surplus or deficit of the respective plans depends on factors that are beyond our control, principally (i) the value at the balance sheet date of equity securities in which the respective plan has invested and (ii) long-term interest rates, which are used to discount future liabilities.
−Removed: Generally, the long-term interest rates are based on applicable AA corporate bond yields over the period for which the pension obligations are expected to be settled.
−Removed: The funding of the respective plans is based on long-term trends and assumptions relating to market growth, as advised by qualified actuaries and investment advisors, including:
−Removed: • Investment returns:
−Removed: Our net pension assets (liabilities) and contribution requirements are heavily dependent upon the return on the invested assets;
−Removed: The cost to the company of the pensions promised to members is dependent upon the expected term of these payments.
−Removed: To the extent that members live longer than expected this will increase the cost of these arrangements;
−Removed: • Inflation rate risk:
−Removed: In the U.K., pension obligations are impacted by inflation and, as such, higher inflation will lead to higher pension liabilities.
−Removed: At December 31, 2020, the above risks have been mitigated for approximately 66 % of the CWSF’s liabilities, 68 % of the Jamaican plan’s liabilities and 100 % of the UTS liabilities through the purchase of insurance policies, the payments from which match the corresponding obligations to employees.
−Removed: The remaining investment risks in the plans have also been mitigated to a reasonable extent by a combination of matching assets and diversification of the return-seeking assets.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: Sensitivity analysis
−Removed: The following table summarizes (i) the impact a 1.0% increase or decrease in the applicable actuarial assumed rate would have on the valuation of our pension plans, (ii) the impact a 1.0% increase or decrease in the assumed inflation rate would have on the valuation of the CWSF and the U.K.
−Removed: unfunded plans and (iii) the impact of plan participants living, on average, one year longer or one year less than assumed would have on the valuation of our pension plans.
−Removed: The sensitivity analysis is based on a standalone change in each assumption while holding all other assumptions constant.
−Removed: Increase Decrease
−Removed: CWSF and U.K.
−Removed: unfunded arrangements
−Removed: Discount rate:
−Removed: Effect on defined benefit obligation $ ( 233 ) $ 290
−Removed: Effect on defined benefit obligation, net of annuity insurance policies $ ( 102 ) $ 133
−Removed: Inflation (and related increases):
−Removed: Effect on defined benefit obligation $ 168 $ ( 154 )
−Removed: Effect on defined benefit obligation, net of annuity insurance policies $ 79 $ ( 70 )
−Removed: Life expectancy:
−Removed: Effect on defined benefit obligation $ 102 $ ( 99 )
−Removed: Effect on defined benefit obligation, net of annuity insurance policies $ 24 $ ( 24 )
−Removed: Effect on defined benefit obligation:
−Removed: Discount rate $ ( 53 ) $ 65
−Removed: Life expectancy $ 12 $ ( 12 )
−Removed: Using the projected unit credit method for the valuation of liabilities, the current service cost is expected to increase when expressed as a percentage of pensionable payroll as the members of the plans approach retirement.
+Added: We maintain various funded defined benefit plans for certain current and past employees, including (i) the CWSF, which is C&W’s largest defined benefit plan, (ii) plans in the Bahamas, Jamaica, Barbados, Curacao and Puerto Rico and (iii) certain other defined benefit arrangements in the U.K., which are governed by individual trust deeds.
+Added: These defined benefit plans are closed to new entrants, and existing participants do not accrue any additional benefits.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: The following tables summarize the activities of the C&W pension plans for 2020, 2019 and 2018, as applicable.
−Removed: The following is a summary of the funded status of our defined benefit plans:
−Removed: Projected benefit obligation at beginning of period $ 2,313.4 $ 2,096.7
−Removed: UTS acquisition (a) — 36.0
−Removed: Service cost 4.3 4.6
−Removed: Prior service cost 2.8 —
−Removed: Contributions by plan participants 1.3 1.2
−Removed: Interest cost
−Removed: Actuarial loss 163.1 148.3
−Removed: Benefits paid ( 116.1 ) ( 114.4 )
−Removed: Other 2.4 3.6
−Removed: Effect of changes in foreign currency exchange rates
−Removed: Projected benefit obligation at end of period
−Removed: $ 2,480.5 $ 2,313.4
−Removed: Accumulated benefit obligation at end of period $ 2,470.2 $ 2,302.5
−Removed: Fair value of plan assets at beginning of period $ 2,263.4 $ 2,068.1
−Removed: UTS acquisition (a) — 36.0
−Removed: Actual return on plan assets 214.4 197.0
−Removed: Contributions by employer 6.5 6.9
−Removed: Contributions by plan participants 1.3 1.2
−Removed: Benefits paid ( 116.1 ) ( 114.4 )
−Removed: Other 0.6 0.6
−Removed: Effect of changes in foreign currency exchange rates
−Removed: Fair value of plan assets at end of period
−Removed: $ 2,418.5 $ 2,263.4
−Removed: Net pension liability
−Removed: $ ( 62.0 ) $ ( 50.0 )
−Removed: (a) 2019 amounts represent the initial projected benefit obligation of the UTS unfunded defined benefit plan at the UTS Acquisition date and a corresponding plan asset associated with the expected cash flows from the insurance policy covering the projected benefit obligation.
−Removed: During 2018, C&W Bahamas recognized a net pension liability that is largely indemnified by the Commonwealth of The Bahamas.
−Removed: At December 31, 2020 and 2019, the indemnification asset balance was $ 182 million and $ 155 million, respectively, which is included in other assets, net, in our consolidated balance sheets.
Defined benefit plan amounts included in our consolidated balance sheets are as follows:
1 unchanged sentence
Other long-term liabilities ( 216.4 ) ( 272.2 )
−Removed: Net pension liability $ ( 62.0 ) $ ( 50.0 )
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: The asset allocation by asset category, asset mix and fair value hierarchy level (as further described in note 6) of our defined benefit plan assets are as follows:
−Removed: mix (a) December 31, 2020
−Removed: Total Level 1 Level 2 Level 3
−Removed: % in millions
−Removed: Equity securities 8.9 $ 212.0 $ 155.0 $ 57.0 $ —
−Removed: Bonds (b) 32.4 784.1 771.6 12.5 —
−Removed: Insurance annuity contracts (c) 56.2 1,360.0 — 141.2 1,218.8
−Removed: Real estate 1.1 27.3 12.1 1.1 14.1
−Removed: Private equity 0.2 4.9 — — 4.9
−Removed: Cash 1.2 30.2 30.2 — —
−Removed: Total 100.0 $ 2,418.5 $ 968.9 $ 211.8 $ 1,237.8
−Removed: mix (a) December 31, 2019
−Removed: Total Level 1 Level 2 Level 3
−Removed: % in millions
−Removed: Equity securities 11.5 $ 259.1 $ 157.0 $ 102.1 $ —
−Removed: Bonds (b) 28.6 646.9 633.9 13.0 —
−Removed: Insurance annuity contracts (c) 56.8 1,285.5 — 142.0 1,143.5
−Removed: Real estate 1.2 28.0 12.5 1.6 13.9
−Removed: Private equity 0.4 9.9 — — 9.9
−Removed: Cash 1.5 34.0 34.0 — —
−Removed: Total 100.0 $ 2,263.4 $ 837.4 $ 258.7 $ 1,167.3
−Removed: (a) We review the asset allocations within the respective portfolios on a regular basis.
−Removed: Generally, the plans do not have explicit asset mix targets other than for the equity securities and bond portfolios within the CWSF on a consolidated basis.
−Removed: The asset mix is primarily subject to, among other considerations, a de-risking plan related to the CWSF.
−Removed: (b) Amounts primarily include (i) fixed-interest and index-linked U.K.
−Removed: Government Gilts held by the CWSF and (ii) bonds held by the Bahamas and Jamaica plans.
−Removed: (c) The trustees of the CWSF, Jamaica plan and UTS unfunded liabilities have each purchased annuity policies pursuant to which the insurer assumed responsibility for the benefits payable to certain participants of the CWSF, Jamaica plan and UTS liabilities.
−Removed: The liabilities in the CWSF, Jamaica plan and at UTS are matched by related annuity policy assets, which reduces our funding risk for these plans, as follows:
−Removed: CWSF 66 % 67 %
−Removed: Jamaica plan 68 % 66 %
−Removed: UTS 100 % 100 %
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: A reconciliation of the beginning and ending balances of our plan assets measured at fair value using Level 3 inputs is as follows:
−Removed: Balance at beginning of year $ 1,167.3 $ 1,052.9
−Removed: Gains relating to assets still held at year-end 97.6 94.9
−Removed: Purchases, sales and settlements of investments, net ( 62.2 ) ( 24.9 )
−Removed: Foreign currency translation adjustments 35.1 44.4
−Removed: Balance at end of year $ 1,237.8 $ 1,167.3
−Removed: The components of net periodic pension expense (benefit) recorded in our consolidated statements of operations are as follows:
−Removed: Year ended December 31,
−Removed: 2020 2019 2018
−Removed: Included in operating income – service costs $ 2.9 $ 3.4 $ 3.7
−Removed: Other income (expense), net:
−Removed: Interest costs 48.3 57.6 64.5
−Removed: Expected return on plan assets ( 49.5 ) ( 59.6 ) ( 74.8 )
−Removed: Other 1.1 — ( 1.9 )
−Removed: ( 0.1 ) ( 2.0 ) ( 12.2 )
−Removed: Total net periodic pension expense (benefit) $ 2.8 $ 1.4 $ ( 8.5 )
−Removed: In addition to the net periodic pension expense in 2020, 2019 and 2018, we incurred (i) administrative expenses of $ 2 million each year associated with certain of our defined benefit plans and (ii) $ 3 million, $ 5 million and $ 9 million, respectively, in restructuring charges related to employee severance and termination costs at C&W, which impacted our net pension liability.
−Removed: For information on our restructuring charges, see note 12.
−Removed: The net actuarial gain (loss) recognized in accumulated other comprehensive loss during each period and not yet recognized as a component of net period benefit cost at each period end is as follows:
−Removed: Year ended December 31,
−Removed: 2020 2019 2018
−Removed: Balance at beginning of year $ 8.6 $ 10.7 $ ( 19.8 )
−Removed: Actuarial gain (loss) on projected benefit obligation ( 148.3 ) ( 134.5 ) 81.9
−Removed: Actuarial gain (loss) on plan assets (a) 158.7 131.9 ( 51.1 )
−Removed: Prior service costs and other 1.0 0.5 ( 0.3 )
−Removed: Balance at end of year $ 20.0 $ 8.6 $ 10.7
−Removed: (a) Represents the actual less expected return on plan assets.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: Based on December 31, 2020 exchange rates, the benefits that we currently expect to pay during the next five years and in the aggregate for the five years thereafter with respect to our defined benefit plans are as follows (in millions):
−Removed: Year ending December 31:
−Removed: 2026 – 2030 701.8
−Removed: 2021 Expected Contributions
−Removed: Based on December 31, 2020 foreign exchange rates, we expect to make contributions of $ 9 million in aggregate to our defined benefit plans in 2021.
+Added: Net pension asset (liability) $ 2.4 $ ( 62.0 )
+Added: The table below provides summary information for our defined benefit plans:
+Added: Projected benefit obligations (a) $ ( 2,289.5 ) $ ( 2,480.5 )
+Added: Fair value of plan assets (b) 2,291.9 2,418.5
+Added: Net pension asset (liability) $ 2.4 $ ( 62.0 )
+Added: (a) The weighted average discount rate used in determining our benefit obligations was 2.8 % and 2.4 % at December 31, 2021 and 2020, respectively.
+Added: A 1.0 % increase or decrease in the weighted average discount rate would have a ($ 142 million) or $ 182 million impact, respectively, on the projected benefit obligations, net of the annuity insurance policies (as described further below).
+Added: (b) Our plan assets primarily comprise investments in debt securities, equity securities and insurance contracts.
+Added: The fair value of plan assets at December 31, 2021 includes $ 952 million, $ 209 million and $ 1,131 million of assets that are valued based on Level 1, Level 2 and Level 3 inputs, respectively, of the fair value hierarchy (as further described in note 6).
+Added: The fair value of plan assets at December 31, 2020 includes $ 969 million, $ 212 million and $ 1,238 million of assets that are valued based on Level 1, Level 2 and Level 3 inputs, respectively.
+Added: At December 31, 2021, approximately 65 % of the CWSF’s liabilities, 66 % of the Jamaican plan’s liabilities and 100 % of the UTS liabilities are covered through the purchase of insurance annuity policies, the payments from which match the corresponding obligations to employees.
+Added: The remaining investment risks in the plans have also been mitigated to a reasonable extent by a combination of matching assets and diversification of the return-seeking assets.
+Added: During 2021, 2020 and 2019, our net periodic pension cost was $ 4 million, $ 3 million and $ 1 million, respectively.
Defined Contribution Plans
2 unchanged sentences
(17) Share-based Compensation
+Added: Equity Incentive Plans
+Added: In 2017, we adopted the Employee Incentive Plan and the Nonemployee Director Incentive Plan, under which options, SARs, RSUs, cash awards, performance awards or any combination of the foregoing may be granted.
+Added: The maximum number of Liberty Latin America common shares that may be issued under the Employee Incentive Plan and the Nonemployee Director Incentive Plan is 75 million (of which no more than 10 million shares may consist of Class B shares) and 5 million, respectively, in each case subject to anti-dilution and other adjustment provisions in the respective plans.
+Added: Liberty Latin America
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: common shares issuable pursuant to awards will be made available from either authorized but unissued shares or shares that have been issued but reacquired by Liberty Latin America.
+Added: Prior to 2020, RSUs and SARs granted under the Employee Incentive Plan generally vested 12.5 % on the seven-month anniversary of the grant date and then vested at a rate of 6.25 % each quarter thereafter over a four year term.
+Added: Awards granted in 2020 vest 33.3 % on the anniversary of the grant date over a three year vesting term.
+Added: All SARs granted under the Employee Incentive Plan expire seven years after the grant date, other than SARs granted in 2021, which expire ten years after the grant date, and may be granted with an exercise price at or above the fair market value of the shares on the date of grant in any class of common shares.
+Added: RSUs issued under the Nonemployee Director Incentive Plan vest on the first anniversary of the grant date.
Our share-based compensation expense includes amounts related to share-based incentive awards held by our employees and employees of our subsidiaries.
−Removed: The following table summarizes certain information related to the share-based incentive awards granted and exercised:
+Added: The following table summarizes certain information related to share-based incentive awards granted:
Year ended December 31,
−Removed: Assumptions used to estimate fair value of SARs granted:
+Added: Assumptions used to estimate fair value of SARs and PSARs:
2021 2020 2019
Risk-free interest rate 0.8 - 1.4 %
−Removed: 1.69 - 2.41 %
−Removed: 2.24 - 3.05 %
Expected life 6.0 - 10.0 years
7 unchanged sentences
SARs $ 6.43 $ 5.39 $ 6.86
+Added: PSARs $ 6.88 $ — $ —
RSUs $ 13.96 $ 10.07 $ 19.75
2 unchanged sentences
As of December 31, 2021, we have $ 116 million of total unrecognized compensation expense related to awards held by our employees that is expected to be recognized as a future expense over a weighted-average period of approximately 2.1 years.
−Removed: Equity Incentive Plans
−Removed: In 2017, we adopted the Liberty Latin America Ltd.
−Removed: 2018 Incentive Plan (the Employee Incentive Plan ) and the Liberty Latin America Ltd.
−Removed: 2018 Nonemployee Director Incentive Plan (the Nonemployee Director Incentive Plan ).
−Removed: Options, SARs, RSUs, cash awards, performance awards or any combination of the foregoing may be granted under the Employee Incentive Plan and the Nonemployee Director Incentive Plan.
−Removed: The maximum number of Liberty Latin America common shares that may be issued under the Employee Incentive Plan and the Nonemployee Director Incentive Plan is 25 million (of which no more
+Added: Performance Awards
+Added: The following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and key employees.
+Added: In early 2020, our compensation committee approved the 2020 PSUs, which represent the right to receive one Liberty Latin America Class A or Class C common share, as applicable, subject to performance and vesting.
+Added: Because of the COVID-19 pandemic, and the difficulty in providing clarity on our then expected results over a two-year performance period for the 2020 PSUs, the compensation committee decided in July 2020 to delay the setting of the performance target for the 2020 PSUs in order for the compensation committee to have better visibility of the impacts of the pandemic on the long-range plans of Liberty Latin America.
+Added: As a result of this delay in setting the performance targets, no targets were communicated to award recipients, and as such, a grant date for accounting purposes was not considered to have occurred.
+Added: On February 19, 2021, in light of the ongoing COVID-19 pandemic, the compensation committee reevaluated, reset and communicated the financial and operational targets for earning the 2020 PSUs thereby establishing a grant date for the 2020 PSUs.
+Added: The performance criteria is based upon the achievement of an Adjusted OIBDA CAGR during the period from January 1, 2021 through December 31, 2021.
+Added: The earned 2020 PSUs will vest 50 % on each of March 15 and September 15 of 2022.
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: than 10 million shares may consist of Class B shares) and 5 million, respectively, in each case subject to anti-dilution and other adjustment provisions in the respective plans.
−Removed: Liberty Latin America common shares issuable pursuant to awards will be made available from either authorized but unissued shares or shares that have been issued but reacquired by Liberty Latin America.
−Removed: Prior to 2020, RSUs and SARs granted under the Employee Incentive Plan generally vested 12.5 % on the seven-month anniversary of the grant date and then vested at a rate of 6.25 % each quarter thereafter over a four year term.
−Removed: Awards granted in 2020 vest 33.3 % on the anniversary of the grant date over a three year vesting term.
−Removed: All SARs granted under the Employee Incentive Plan expire seven years after the grant date and may be granted with an exercise price at or above the fair market value of the shares on the date of grant in any class of common shares.
−Removed: RSUs issued under the Nonemployee Director Incentive Plan vest on the first anniversary of the grant date.
−Removed: Liberty Latin America Ltd.
−Removed: Transitional Share Conversion Plan
−Removed: Prior to the Split-Off, share-based incentive awards were granted in respect to Liberty Global's “LiLAC Shares.” Liberty Global's LiLAC Shares were tracking shares, which were intended to reflect or "track" the economic performance of Liberty Global's "LiLAC Group" rather than the economic performance of Liberty Global as a whole.
−Removed: The LiLAC Group comprised the same entities as Liberty Latin America at the time of the aforementioned Split-Off.
−Removed: In connection with the Split-Off on December 29, 2017, share-based incentive awards in respect to LiLAC Shares were cancelled and replaced with corresponding share-based incentive awards in respect to shares of Liberty Latin America pursuant to the Liberty Latin America Ltd.
−Removed: Transitional Share Conversion Plan (the Transition Plan ).
−Removed: Specifically, each option, SAR, RSU and PSU outstanding as of December 29, 2017 was cancelled and replaced with the same number of corresponding Liberty Latin America awards.
−Removed: The PSUs granted in connection with the Transition Plan covered a three-year performance period ending December 31, 2018 and included a performance target metric based on the achievement of specified compound annual growth rates ( CAGR ) in a consolidated Adjusted OIBDA metric.
−Removed: Participants earned 80% of their targeted awards under the Transition Plan PSUs, which vested 50 % on each of April 1 and October 1 of 2019.
−Removed: Performance Awards
−Removed: The following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and key employees.
−Removed: Equity awards are granted to executive officers and key employees based on a target annual equity value for each executive and key employee, of which approximately two-thirds would be delivered in the form of PSUs and approximately one-third in the form of an annual award of SARs.
−Removed: Each currently-outstanding PSU represents the right to receive one Liberty Latin America Class A or Class C common share, as applicable, subject to performance and vesting.
−Removed: PSUs are granted to executive officers and key employees, generally annually, pursuant to performance plans that are based on the achievement of specified CAGRs of our Adjusted OIBDA (as defined in note 21) during a 2 -year period ( Adjusted OIBDA CAGR ).
−Removed: The performance targets will be adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability.
−Removed: These PSUs require delivery of a specified Adjusted OIBDA during the applicable two-year performance periods, with adjustments to the payout should the Adjusted OIBDA exceed or fail to meet the target, as applicable.
−Removed: A performance range of 50 % to 125 % or more of the applicable target Adjusted OIBDA CAGR generally results in award recipients earning 50 % to 150 % of their target PSU subject to reduction or forfeiture based on individual performance.
−Removed: The earned PSUs generally vest 50 % on each of April 1, and October 1, of the year following the end of the performance period.
+Added: During 2021, certain key employees received the 2021 PSARs.
+Added: Each award represents the right to receive a payment in shares or, if the compensation committee so determines, cash or a combination of cash and shares, equal to the excess of the fair market value of the common shares on the day of exercise over the exercise price, subject to performance and vesting.
+Added: The 2021 PSARs, have a term of ten years , a performance period from January 1, 2021 and ending December 31, 2023 and will vest on March 16, 2024 based on the continued employment of the recipient through this date.
+Added: The 2021 PSARs include performance conditions based on the achievement of individual qualitative objectives during the performance period.
+Added: During 2021, we granted 2,733,325 Class A PSARs and 5,466,675 Class C PSARs, all of which are outstanding as of December 31, 2021.
Liability-Based Awards
−Removed: Our share-based compensation expense during 2020 includes estimated bonus-related expenses for the 2020 year that will be paid in the form of equity.
+Added: Beginning in 2020, our share-based compensation expense includes estimated bonus-related expenses paid in the form of equity.
Accordingly, such expenses have been included in share-based compensation expense effective January 1, 2020 and are being accounted for using the liability-based method.
−Removed: Prior to the Split-Off, certain of our employees received share-based incentive awards in shares of Liberty Global that had a legal life of seven years .
+Added: Prior to January 1, 2018, certain of our employees received share-based incentive awards in shares of Liberty Global that had a legal life of seven years .
During 2020, the expiration period for certain of these awards related to Liberty Global shares held by our employees was extended from 7 years to 10 years, which resulted in incremental expense of $ 7 million.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
Share-based Incentive Awards
−Removed: The following tables summarize the share-based incentive award activity during 2020 with respect to Liberty Latin America awards held by our employees and our board of directors ( Directors ).
+Added: The following tables summarize the share-based incentive award activity during 2021 with respect to Liberty Latin America awards held by our employees and our Directors.
shares Weighted
26 unchanged sentences
5,771,891 $ 19.65 3.5 $ 1.0
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
shares Weighted
3 unchanged sentences
455,252 $ 12.83
−Removed: 666,067 $ 10.42
−Removed: ( 27,241 ) $ 15.75
−Removed: Released from restrictions
+Added: Granted (a) 1,548,992 $ 13.88
( 70,577 ) $ 13.28
+Added: Released from restrictions (a) ( 800,047 ) $ 14.02
Outstanding at December 31, 2021
1,133,620 $ 13.40 2.6
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
+Added: (a) During March 2021, we granted 0.6 million shares of Class A RSUs that vested immediately in settlement of certain bonus liabilities relating to the year ended December 31, 2020, which are included in the amounts presented in the table.
shares Weighted
3 unchanged sentences
910,251 $ 12.87
−Removed: 1,825,771 $ 10.00
−Removed: ( 51,914 ) $ 15.99
−Removed: Released from restrictions
+Added: Granted (a) 3,204,589 $ 14.00
( 150,940 ) $ 13.19
+Added: Released from restrictions (a) ( 1,696,929 ) $ 14.09
Outstanding at December 31, 2021
2,266,971 $ 13.54 1.9
+Added: (a) During March 2021, we granted 1.2 million shares of Class C RSUs that vested immediately in settlement of certain bonus liabilities relating to the year ended December 31, 2020, which are included in the amounts presented in the table.
shares Weighted
4 unchanged sentences
645,704 $ 11.76
+Added: ( 102,936 ) $ 14.36
Released from restrictions
2 unchanged sentences
594,666 $ 11.79 0.7
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
shares Weighted
3 unchanged sentences
718,837 $ 16.21
−Removed: Granted (a) 30,365 $ —
+Added: Granted 1,347,552 $ 11.48
( 214,904 ) $ 14.08
3 unchanged sentences
1,241,035 $ 11.23 0.7
−Removed: (a) Due to the dilutive impact of the Rights Offering (as defined and further described in note 19), holders of outstanding Class C PSU awards received additional awards following completion of the Rights Offering.
−Removed: As the number of additional awards issued reflects the dilution impact of the Rights Offering, there is a zero grant-date fair value for these issued awards.
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
(18) Accumulated Other Comprehensive Loss
−Removed: Accumulated other comprehensive loss included in our consolidated balance sheets and statements of equity reflect the aggregate impact of foreign currency translation adjustments and pension-related adjustments and other.
+Added: Accumulated other comprehensive loss included in our consolidated balance sheets and statements of equity reflects the aggregate impact of foreign currency translation adjustments and pension-related adjustments and other.
The changes in the components of accumulated other comprehensive loss, net of taxes, are summarized as follows:
8 unchanged sentences
Other comprehensive earnings 4.3 ( 2.8 ) 1.5 ( 0.3 ) 1.2
−Removed: Impact of the C&W Jamaica NCI Acquisition 7.0 0.2 7.2 ( 7.2 ) —
Balance at December 31, 2019 ( 25.5 ) 10.7 ( 14.8 ) ( 8.8 ) ( 23.6 )
−Removed: Other comprehensive earnings 4.3 ( 2.8 ) 1.5 ( 0.3 ) 1.2
−Removed: Balance at December 31, 2019 ( 25.5 ) 10.7 ( 14.8 ) ( 8.8 ) ( 23.6 )
Other comprehensive loss ( 117.7 ) 6.9 ( 110.8 ) ( 0.8 ) ( 111.6 )
−Removed: ( 117.7 ) 6.9 ( 110.8 ) ( 0.8 ) ( 111.6 )
Balance at December 31, 2020 ( 143.2 ) 17.6 ( 125.6 ) ( 9.6 ) ( 135.2 )
+Added: Other comprehensive earnings 5.7 30.2 35.9 ( 0.9 ) 35.0
+Added: Balance at December 31, 2021 $ ( 137.5 ) $ 47.8 $ ( 89.7 ) $ ( 10.5 ) $ ( 100.2 )
Liberty Latin America Ltd.
7 unchanged sentences
Pension-related adjustments and other 34.4 ( 4.2 ) 30.2
−Removed: Other comprehensive loss ( 113.6 ) 2.0 ( 111.6 )
+Added: Other comprehensive earnings 39.2 ( 4.2 ) 35.0
Other comprehensive loss attributable to noncontrolling interests (a) 0.9 — 0.9
−Removed: Other comprehensive loss attributable to Liberty Latin America shareholders $ ( 112.8 ) $ 2.0 $ ( 110.8 )
+Added: Other comprehensive earnings attributable to Liberty Latin America shareholders $ 40.1 $ ( 4.2 ) $ 35.9
Year ended December 31, 2020:
1 unchanged sentence
Pension-related adjustments and other 4.9 2.0 6.9
−Removed: Other comprehensive earnings 0.3 0.9 1.2
+Added: Other comprehensive loss ( 113.6 ) 2.0 ( 111.6 )
Other comprehensive loss attributable to noncontrolling interests (a) 0.8 — 0.8
−Removed: Other comprehensive earnings attributable to Liberty Latin America shareholders
−Removed: $ 0.6 $ 0.9 $ 1.5
+Added: Other comprehensive loss attributable to Liberty Latin America shareholders $ ( 112.8 ) $ 2.0 $ ( 110.8 )
Year ended December 31, 2019:
12 unchanged sentences
Balance at January 1, 2019 48,501,803 1,935,949 130,526,158
−Removed: LPR NCI Acquisition — — 9,500,000
Issued in connection with share-based compensation plans 292,486 — 596,153
3 unchanged sentences
Balance at January 1, 2020 48,795,552 1,934,686 131,181,371
+Added: Rights Offering — — 49,049,074
+Added: Repurchase of Liberty Latin America common shares ( 293,816 ) — ( 673,158 )
Issued in connection with share-based compensation plans 505,549 — 1,460,334
−Removed: Issued in connection with 401(k) company match — — 59,060
+Added: 401(k) match — — 96,145
Conversion of Class B to Class A 2,300 ( 2,300 ) —
1 unchanged sentence
Balance at January 1, 2021 49,009,585 1,932,386 181,113,766
−Removed: Issued in connection with the Rights Offering
−Removed: — — 49,049,074
Repurchase of Liberty Latin America common shares ( 4,351,300 ) — ( 699,800 )
Issued in connection with share-based compensation plans 823,089 — 1,772,686
−Removed: Issued in connection with 401(k) company match — — 96,145
+Added: 401(k) match — — 83,974
Conversion of Class B to Class A 1,479 ( 1,479 ) —
7 unchanged sentences
Each Class B common share is convertible at the option of the holder for one Class A common share.
+Added: Contribution from noncontrolling interest owners
+Added: During 2021, we received an equity contribution of $ 47 million from the noncontrolling interest owner of Cabletica, the proceeds of which were used to partially fund the Telefónica Costa Rica Acquisition.
+Added: This contribution represented their pro-rata share of the equity portion of the purchase price for the Telefónica Costa Rica Acquisition, and has been reflected as a contribution from noncontrolling interest owners in our consolidated statement of equity, and as a financing activity in our consolidated statement of cash flows.
Share Repurchase Program
−Removed: On March 16, 2020, our Directors approved a share repurchase program (the Share Repurchase Program ), which authorizes us to repurchase from time to time up to $ 100 million of our Class A common shares and/or Class C common shares through March 2022, subject to certain limitations and conditions.
+Added: On March 16, 2020, our Directors approved the Share Repurchase Program, which authorizes us to repurchase from time to time up to $ 100 million of our Class A common shares and/or Class C common shares through March 2022, subject to certain limitations and conditions.
The Share Repurchase Program does not obligate us to repurchase any of our Class A or C common shares.
−Removed: Under the Share Repurchase Program, we may repurchase our common shares from time to time in open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.
−Removed: At December 31, 2020, the remaining amount authorized for share repurchases was $ 91 million.
−Removed: Rights Offering
−Removed: On August 5, 2020, our Directors authorized the distribution (the Rights Distribution ) of pro rata subscription rights to holders of our Class A, Class B and Class C common shares (the " Class C Rights ") to acquire Class C common shares
+Added: Under the Share Repurchase Program, we may repurchase our common shares from time to time in open market
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: (" LILAK " or “ Class C ”), in a rights offering (the " Rights Offering ").
−Removed: In the Rights Distribution, we distributed 0.269 of a Class C Right for each share of Class A, Class B or Class C common shares held as of September 8, 2020, which was the record date for the Rights Distribution.
+Added: purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.
+Added: At December 31, 2021, the remaining amount authorized for share repurchases was $ 26 million.
+Added: On February 22, 2022, our Directors approved a new Share Repurchase Program.
+Added: The new program authorizes us to repurchase from time to time up to an additional $ 200 million of our Class A common shares and/or Class C common shares through December 2024.
+Added: Rights Offering
+Added: On August 5, 2020, our Directors authorized the Rights Distribution to holders of Class C Rights to acquire LILAK common shares in the Rights Offering.
+Added: In the Rights Distribution, we distributed 0.269 of a Class C Right for each share of Class A, Class B or Class C common shares of Liberty Latin America held as of September 8, 2020, which was the record date for the Rights Distribution.
Fractional Class C Rights were rounded up to the nearest whole right.
3 unchanged sentences
The Rights Offering expired in accordance with its terms on September 25, 2020 and was fully subscribed with 49,049,073 shares of LILAK issued to those rights holders exercising basic and, if applicable, over-subscription privileges.
−Removed: The proceeds from the Rights Offering, which aggregated $ 350 million before expenses, are expected to be used to finance acquisitions, including our recently announced Telefónica-Costa Rica Acquisition, and for other general corporate purposes.
−Removed: In connection with the issuance of our Convertible Notes, Liberty Latin America entered into capped call option contracts (the Capped Calls ).
−Removed: The Capped Calls are used as 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.
+Added: In connection with the issuance of our Convertible Notes, Liberty Latin America entered into the Capped Calls, which are used as 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.
Collectively, the Capped Calls cover the number of the Company’s Class C common shares underlying the Convertible Notes, or 19.5 million of Class C common shares, as adjusted for the impact of the Rights Offering as described below.
2 unchanged sentences
The Capped Calls are not considered a derivative instrument under ASC 815, Derivatives and Hedging , as the contracts are indexed to our Class C common shares and therefore classified within shareholders’ equity.
−Removed: The aggregate premiums paid for the Capped Calls of $ 46 million are included in additional paid-in capital in our consolidated statement of equity for the three and nine months ended September 30, 2019.
+Added: The aggregate premiums paid for the Capped Calls of $ 46 million are included in additional paid-in capital in our 2019 consolidated statement of equity.
Conversion Option – Convertible Notes
2 unchanged sentences
Noncontrolling interests
−Removed: During 2019, we increased our ownership interest in UTS from 87.5 % to 100.0 % (the UTS NCI Acquisition ).
−Removed: We paid $ 5 million in 2019 and $ 6 million in 2020, respectively, related to the UTS NCI Acquisition.
−Removed: During 2018, we increased our ownership in C&W Jamaica from 82.0 % to 92.3 % by acquiring 1,727,047,174 of the issued and outstanding ordinary stock units of C&W Jamaica that we did not already own (the C&W Jamaica NCI Acquisition ) for JMD 1.45 per share or JMD 2,504 million ($ 20 million at the transaction dates) of paid consideration.
−Removed: On October 17, 2018, we acquired the remaining 40.0 % partnership interests in LCPR from Searchlight Capital Partners, L.P.
−Removed: ( Searchlight ) in exchange for 9,500,000 unregistered Liberty Latin America Class C common shares (the LPR NCI Acquisition ).
−Removed: In connection with the LPR NCI Acquisition (i) we entered into a registration rights agreement with Searchlight related to the Class C common shares and (ii) Searchlight is subject to certain restrictions regarding the transfer of the shares issued in the transaction for a period of up to two years, which expired in October 2020.
−Removed: Liberty Puerto Rico Equity Commitment
−Removed: In December 2017, and in connection with challenging circumstances that Liberty Puerto Rico experienced as a result of the damage caused by the 2017 Hurricanes, the LPR Credit Agreements were amended to provide for, among other things, a commitment from Liberty Puerto Rico’s shareholders through December 31, 2018 to fund potential liquidity shortfalls.
−Removed: During 2018, prior to the LPR NCI Acquisition, capital contributions aggregating $ 45 million were provided to Liberty Puerto Rico
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: consisting of $ 27 million from us and $ 18 million from investment funds affiliated with Searchlight.
−Removed: The capital contributions from Searchlight are included in our consolidated statement of equity as an increase to noncontrolling interests.
+Added: During 2019, we completed the UTS NCI Acquisition, whereby we increased our ownership interest in UTS from 87.5 % to 100.0 %.
+Added: We paid $ 5 million and $ 6 million in 2019 and 2020, respectively, related to the UTS NCI Acquisition.
(20) Commitments and Contingencies
−Removed: In the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect to programming contracts, network and connectivity commitments, purchases of customer premises and other equipment and services, and other items.
−Removed: The following table sets forth the U.S.
−Removed: dollar equivalents of such commitments as of December 31, 2020:
−Removed: Payments due during:
−Removed: 2021 2022 2023 2024 2025 Thereafter Total
−Removed: Programming commitments
−Removed: $ 139.9 $ 89.7 $ 52.8 $ 43.2 $ 0.5 $ — $ 326.1
−Removed: Network and connectivity commitments 57.5 13.7 10.0 9.1 6.3 9.5 106.1
−Removed: Purchase commitments 98.2 6.5 1.4 — — — 106.1
−Removed: Other commitments 9.4 1.9 1.6 1.5 1.4 8.4 24.2
−Removed: $ 305.0 $ 111.8 $ 65.8 $ 53.8 $ 8.2 $ 17.9 $ 562.5
−Removed: (a) The commitments included in this table do not reflect any liabilities that are included in our December 31, 2020 consolidated balance sheet.
−Removed: Programming commitments consist of obligations associated with certain contracts including channels, programming, and sports rights contracts with a wide range of providers that are enforceable and legally binding on us, as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services.
−Removed: In addition, programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed.
−Removed: Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts.
−Removed: Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect that this will continue to be the case in future periods.
−Removed: Network and connectivity commitments include (i) domestic network service agreements with certain other telecommunications companies and (ii) VTR’s mobile virtual network operator ( MVNO ) agreement.
−Removed: The amounts reflected in the above table with respect to our MVNO commitment represent fixed minimum amounts payable under this agreement and, therefore, may be significantly less than the actual amounts VTR ultimately pays in these periods.
−Removed: Purchase commitments include unconditional and legally-binding obligations related to (i) the purchase of customer premises and other equipment and (ii) certain service-related commitments, including call center, information technology and maintenance services.
−Removed: In addition to the commitments set forth in the table above, 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.
−Removed: For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during 2020, 2019 and 2018, see note 5.
−Removed: For information concerning our defined benefit plans, see note 16.
Guarantees and Other Credit Enhancements
6 unchanged sentences
VTR Class Action.
−Removed: On August 25, 2020, VTR was notified that the Chilean National Consumer Authority (“ SERNAC ”, the Spanish acronym for Servicio Nacional del Consumidor) had filed a class action complaint against VTR in the 14th Civil Court of Santiago.
+Added: On August 25, 2020, VTR was notified that SERNAC had filed a class action complaint against VTR in the 14th Civil Court of Santiago.
The complaint relates to consumer complaints regarding VTR’s broadband service and capacity during the pandemic and raises claims regarding, among other things, VTR’s disclosure of its broadband speeds and aggregate capacity availability and VTR’s response to address the causes of service instability during the pandemic.
−Removed: VTR was also notified in August about two additional class action complaints filed by two Chilean consumer associations (ODECU and AGRECU) making similar claims and allegations.
+Added: VTR was also notified in August about two additional class action complaints filed by consumer associations (ODECU and AGRECU) making similar claims and allegations.
The class action complaint of ODECU was filed in the 21st Civil Court of Santiago, and the class action complaint of AGRECU was filed in the 26th Civil Court of Santiago.
1 unchanged sentence
(ii) the responsibility of VTR for such infractions and, if so, establish the corresponding fines;
−Removed: and (iii) compensatory damages.
+Added: and (iii) compensatory and punitive damages.
In the case of AGRECU, the complaint only seeks compensatory damages.
On October 22, 2020, VTR was notified of a fourth class action complaint filed by CONADECUS in the 16 th Civil Court of Santiago alleging that VTR did not adhere to certain call center, technical visit and service level requirements under applicable law.
+Added: On April 21, 2021, the Court of Appeals of Santiago issued a ruling joining the four class action complaints into one legal procedure.
We believe that the allegations contained in the complaints are without merit, in particular as it relates to VTR’s service and response during the pandemic and intend to defend the complaints vigorously.
2 unchanged sentences
Regulatory Issues.
−Removed: Video distribution, broadband internet, fixed-line telephony and mobile businesses are regulated in each of the countries in which we operate.
−Removed: The scope of regulation varies from country to country.
−Removed: Adverse regulatory developments could subject our businesses to a number of risks.
−Removed: Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions.
−Removed: In addition, regulation may restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content, including content provided by third parties.
−Removed: Failure to comply with current or future regulation could expose our businesses to various penalties.
−Removed: In addition to the foregoing items, 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.
+Added: 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.
3 unchanged sentences
Our corporate category includes our corporate operations.
−Removed: We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA (as defined below) or total assets.
−Removed: During the fourth quarter of 2020, we completed an organizational change with respect to our C&W operations whereby management of the CWP subsidiary of C&W now reports directly to the President and Chief Operating Officer of Liberty Latin America and no longer reports to the former C&W segment decision maker.
−Removed: As a result, CWP is now a separate operating and reportable segment, herein referred to as the C&W Panama segment.
−Removed: Accordingly, as of December 31, 2020, our reportable segments are as follows:
+Added: We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA or total assets.
+Added: As of December 31, 2021, our reportable segments are as follows:
• C&W Caribbean and Networks;
• C&W Panama;
−Removed: • VTR/Cabletica;
• Liberty Puerto Rico;
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
−Removed: For each of the respective years in the tables set forth below, the amounts presented exclude the pre-acquisition revenue, Adjusted OIBDA, property and equipment additions and long-lived assets of Cabletica, UTS and the AT&T Acquired Entities, which were acquired on October 1, 2018, March 31, 2019 and October 31, 2020, respectively.
−Removed: For more information regarding our acquisitions, see note 4.
+Added: • Costa Rica.
+Added: Prior to 2021, VTR and Cabletica were collectively one operating segment.
+Added: As a result of organizational changes during the first quarter of 2021, these operations became separate operating segments.
+Added: Following the Telefónica Costa Rica Acquisition on August 9, 2021 (as further described in note 4), Cabletica and Telefónica Costa Rica now comprise our operating and reportable segment referred to herein as “Costa Rica.”
Performance Measures of our Reportable Segments
2 unchanged sentences
Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance.
−Removed: 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.
−Removed: As we use the term, “Adjusted OIBDA” is defined as 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.
−Removed: 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.
+Added: Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: 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.
−Removed: A reconciliation of total Adjusted OIBDA to operating income (loss) and to loss before income taxes is presented below.
+Added: A reconciliation of total Adjusted OIBDA to operating income and to loss before income taxes is presented below.
The amounts presented below represent 100 % of the revenue and Adjusted OIBDA of each of our reportable segments and our corporate operations.
−Removed: As further described in note 1, as we have the ability to control Cabletica and certain subsidiaries of C&W that are not wholly owned, we include 100 % of the revenue and expenses of these entities in our consolidated statements of operations despite the fact that third parties own significant interests in these entities.
−Removed: On October 17, 2018, we acquired the remaining 40.0 % interest in LCPR that we did not already own.
−Removed: The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of C&W, (ii) Cabletica and (iii) prior to October 17, 2018, LCPR, are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
+Added: 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 consolidated statements of operations despite the fact that third parties own significant interests in these entities.
+Added: The noncontrolling owners’ interests in the operating results of Costa Rica and certain subsidiaries of C&W are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations.
Year ended December 31,
2 unchanged sentences
C&W Panama 547.6 500.2 582.7
−Removed: VTR/Cabletica 949.0 1,073.8 1,043.7
Liberty Puerto Rico 1,456.7 624.1 412.1
+Added: VTR 787.5 809.0 941.1
+Added: Costa Rica 256.2 140.0 132.7
Corporate 21.6 2.7 —
Intersegment eliminations ( 21.8 ) ( 18.2 ) ( 14.4 )
−Removed: ( 18.2 ) ( 14.4 ) ( 13.2 )
Total $ 4,799.0 $ 3,764.6 $ 3,867.0
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
Adjusted OIBDA
3 unchanged sentences
C&W Panama 200.1 177.2 227.6
−Removed: VTR/Cabletica 361.9 433.6 421.1
Liberty Puerto Rico 594.8 276.9 203.2
−Removed: ( 44.5 ) ( 55.1 ) ( 46.1 )
+Added: VTR 259.6 307.0 381.7
+Added: Costa Rica 80.2 54.9 51.9
+Added: Corporate ( 52.9 ) ( 44.5 ) ( 55.1 )
Total $ 1,829.0 $ 1,484.7 $ 1,541.4
−Removed: The following table provides a reconciliation of total Adjusted OIBDA to operating income (loss) and to loss before income taxes:
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: The following table provides a reconciliation of total Adjusted OIBDA to operating income and to loss before income taxes:
Year ended December 31,
1 unchanged sentence
Total Adjusted OIBDA $ 1,829.0 $ 1,484.7 $ 1,541.4
−Removed: $ 1,484.7 $ 1,541.4 $ 1,486.5
Share-based compensation expense ( 118.1 ) ( 97.5 ) ( 57.5 )
1 unchanged sentence
Impairment, restructuring and other operating items, net ( 665.0 ) ( 375.3 ) ( 268.2 )
−Removed: ( 380.9 ) ( 259.1 ) ( 640.5 )
−Removed: Operating income (loss) 91.7 353.8 ( 23.6 )
+Added: Operating income 81.2 93.2 325.8
Interest expense ( 527.4 ) ( 533.4 ) ( 499.2 )
4 unchanged sentences
Loss before income taxes $ ( 300.6 ) $ ( 831.7 ) $ ( 308.6 )
−Removed: Liberty Latin America Ltd.
−Removed: Notes to Consolidated Financial Statements – (Continued)
−Removed: December 31, 2020, 2019 and 2018
Property and Equipment Additions of our Reportable Segments
5 unchanged sentences
C&W Panama 88.9 70.4 89.7
−Removed: VTR/Cabletica 196.4 222.7 214.7
Liberty Puerto Rico 219.2 97.3 88.0
+Added: VTR 199.1 172.2 203.7
+Added: Costa Rica 45.0 24.2 19.0
Corporate 35.5 20.2 15.3
1 unchanged sentence
Assets acquired under capital-related vendor financing arrangements ( 100.5 ) ( 99.1 ) ( 96.1 )
−Removed: ( 99.1 ) ( 96.1 ) ( 53.9 )
Acquisition of intangible assets (a) — 7.8 —
1 unchanged sentence
Changes in current liabilities related to capital expenditures ( 19.1 ) 26.0 ( 36.1 )
−Removed: 26.0 ( 36.1 ) 62.8
Total capital expenditures $ 736.3 $ 565.8 $ 589.1
1 unchanged sentence
Balance Sheet Data of our Reportable Segments
−Removed: We do not present the balance sheet data of our reportable segments, as this information is not a primary measure used by our chief operating decision maker to evaluate segment operating performance, determine the allocation of resources to segments, or assess the effectiveness of our management for purposes of annual or other incentive compensation plans.
+Added: We do not present the balance sheet data of our reportable segments, as this information is not a primary measure used by our chief operating decision maker to evaluate segment operating performance, determine the allocation of resources to
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: segments, or assess the effectiveness of our management for purposes of annual or other incentive compensation plans.
Revenue by Major Category
−Removed: Our revenue by major category for our reportable segments, set forth in the tables below, includes the following categories:
−Removed: • residential fixed subscription and residential mobile services revenue include amounts received from subscribers for ongoing fixed and airtime services, respectively;
−Removed: • residential fixed non-subscription revenue primarily includes interconnect and advertising revenue;
−Removed: • B2B service revenue 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, on a wholesale basis, other telecommunication operators;
−Removed: • B2B subsea network revenue 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.
+Added: Our revenue by major category for our reportable segments is set forth in the tables below and includes the following categories:
+Added: • residential fixed subscription and residential mobile services revenue, which includes amounts received from subscribers for ongoing fixed and airtime services, respectively;
+Added: • residential fixed non-subscription revenue, which primarily includes interconnect and advertising revenue;
+Added: • B2B service revenue, which 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, on a wholesale basis, other telecommunication operators;
+Added: • B2B subsea network 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.
Liberty Latin America Ltd.
2 unchanged sentences
Year ended December 31, 2021
−Removed: C&W Caribbean and Networks C&W Panama VTR/Cabletica Liberty Puerto Rico Corporate (a) Intersegment Eliminations Total
+Added: C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Corporate (a) Intersegment Eliminations Total
Residential revenue:
17 unchanged sentences
Total $ 1,751.2 $ 547.6 $ 1,456.7 $ 787.5 $ 256.2 $ 21.6 $ ( 21.8 ) $ 4,799.0
−Removed: (a) Amount relates to services we now provide, following the AT&T Acquisition, for mobile handset insurance.
−Removed: (b) During 2020, we changed our presentation of inbound roaming revenue whereby we no longer include it in “mobile services revenue” and now present it within “mobile interconnect, inbound roaming, equipment sales and other” to better align with how management evaluates the business.
−Removed: The total amount includes $ 27 million of inbound roaming revenue.
−Removed: The total amount also includes $ 68 million of revenue from sales of mobile handsets and other devices.
−Removed: (c) The total amount includes $ 18 million of revenue from sales of mobiles handsets and other devices to B2B mobile customers.
−Removed: (d) Amount relates to revenue received from the FCC related to Liberty Mobile following the closing of the AT&T Acquisition.
+Added: (a) Amount relates to services we now provide for mobile handset insurance following the AT&T Acquisition.
+Added: (b) The total amount includes $ 100 million of inbound roaming revenue and $ 219 million of revenue from sales of mobile handsets and other devices.
+Added: (c) The total amount includes $ 33 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
+Added: (d) Amount relates to revenue received from the FCC primarily related to Liberty Mobile following the closing of the AT&T Acquisition.
Liberty Latin America Ltd.
2 unchanged sentences
Year ended December 31, 2020
−Removed: C&W Caribbean and Networks C&W Panama VTR/Cabletica Liberty Puerto Rico Intersegment Eliminations Total
+Added: C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Corporate Intersegment Eliminations Total
Residential revenue:
15 unchanged sentences
Total B2B revenue 859.1 201.7 89.8 30.3 — — ( 18.2 ) 1,162.7
+Added: Other revenue — — 5.7 — — — — 5.7
Total $ 1,706.8 $ 500.2 $ 624.1 $ 809.0 $ 140.0 $ 2.7 $ ( 18.2 ) $ 3,764.6
−Removed: (a) During 2020, we reclassified $ 37 million of inbound roaming revenue from “mobile services revenue” to “interconnect, inbound roaming, equipment sales and other.” The total amount also includes $ 43 million of revenue from sales of mobile handsets and other devices.
−Removed: (b) The total amount includes $ 26 million of revenue from sales of mobiles handsets and other devices.
+Added: (a) The total amount includes $ 27 million of inbound roaming revenue and $ 68 million of revenue from sales of mobile handsets and other devices.
+Added: (b) The total amount includes $ 18 million of revenue from sales of mobiles handsets and other devices to B2B mobile customers.
Liberty Latin America Ltd.
2 unchanged sentences
Year ended December 31, 2019
−Removed: C&W Caribbean and Networks C&W Panama VTR/Cabletica Liberty Puerto Rico Intersegment Eliminations Total
+Added: C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Intersegment Eliminations Total
Residential revenue:
15 unchanged sentences
Total B2B revenue 906.2 239.3 51.1 30.0 — ( 14.4 ) 1,212.2
−Removed: Other revenue (c) — — — 11.1 — 11.1
+Added: Other revenue — — — — — — —
Total $ 1,812.8 $ 582.7 $ 412.1 $ 941.1 $ 132.7 $ ( 14.4 ) $ 3,867.0
−Removed: (a) During 2020, we reclassified $ 38 million of inbound roaming revenue from “mobile services revenue” to “interconnect, inbound roaming, equipment sales and other.” The total amount also includes $ 47 million of revenue from sales of mobile handsets and other devices.
+Added: (a) The total amount includes $ 37 million of inbound roaming revenue and $ 43 million of revenue from sales of mobile handsets and other devices.
(b) The total amount includes $ 26 million of revenue from sales of mobiles handsets and other devices.
−Removed: (c) Represents funds received by Liberty Puerto Rico from the FCC, which were granted to help restore and improve coverage and service quality from damages caused by the 2017 Hurricanes.
Liberty Latin America Ltd.
5 unchanged sentences
2021 2020 2019
+Added: Puerto Rico $ 1,402.5 $ 611.0 $ 410.5
+Added: Chile 787.5 809.0 941.1
Panama 545.4 497.8 580.4
−Removed: Networks & LatAm (a) 353.6 351.0 356.2
Jamaica 402.0 375.5 383.3
+Added: Networks & Latam (a) 355.8 349.4 346.4
+Added: Costa Rica 255.9 139.9 132.7
The Bahamas 189.9 181.1 207.3
−Removed: Barbados 139.2 150.2 151.3
Trinidad and Tobago 158.2 160.6 161.3
+Added: Barbados 141.6 139.2 150.2
Curacao 137.9 143.9 124.6
−Removed: Chile 809.0 941.1 1,011.1
−Removed: Costa Rica 139.9 132.7 32.6
−Removed: Puerto Rico 611.0 410.5 333.8
Other (b) 422.3 357.2 429.2
−Removed: $ 3,764.6 $ 3,867.0 $ 3,705.7
+Added: Total $ 4,799.0 $ 3,764.6 $ 3,867.0
(a) The amounts represent managed services and wholesale revenue from various jurisdictions across Latin America and the Caribbean, primarily related to the sale and lease of telecommunications capacity on C&W’s subsea and terrestrial fiber optic cable networks.
4 unchanged sentences
The long-lived assets of our geographic markets are set forth below:
−Removed: Panama $ 354.8 $ 391.6
+Added: Puerto Rico $ 1,165.3 $ 1,070.4
Networks & LatAm (a) 675.6 721.7
+Added: Panama 351.4 354.8
Jamaica 349.0 360.5
The Bahamas 323.9 342.4
−Removed: Barbados 185.2 193.7
Trinidad and Tobago 220.3 214.5
−Removed: Curacao 161.5 169.6
−Removed: Chile 755.0 710.8
+Added: Barbados 175.5 185.2
Costa Rica 216.1 67.4
−Removed: Puerto Rico 1,217.9 524.2
−Removed: Other (b) 530.5 542.6
+Added: Curacao 152.6 161.5
+Added: Chile (b) — 743.8
+Added: Other (c) 538.7 529.2
$ 4,168.4 $ 4,751.4
−Removed: (a) Represents long-lived assets related to C&W’s subsea and terrestrial fiber optic cable networks that connect over 40 markets in Latin America and the Caribbean.
−Removed: (b) The amounts primarily include long-lived assets of C&W’s other operations, which are primarily located in the Caribbean, and to a lesser extent, in Latin America.
−Removed: (22) Quarterly Financial Information (Unaudited)
−Removed: in millions, except per share amounts
−Removed: Revenue (a) $ 931.0 $ 848.9 $ 887.5 $ 1,097.2
−Removed: Operating income (loss)
+Added: (a) Represents long-lived assets related to C&W’s subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in Latin America and the Caribbean
+Added: (b) Long-lived assets for Chile as of December 31, 2021 have been reflected in assets held for sale on the consolidated balance sheet.
+Added: For additional information see note 9.
+Added: (c) The amounts primarily include long-lived assets of C&W’s other operations, which are primarily located in the Caribbean, and to a lesser extent, in Latin America.
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: (22) Parent Company Financial Information
+Added: Current assets:
+Added: Cash and cash equivalents $ 72.5 $ 193.3
+Added: Other receivables – related-party 138.2 122.1
+Added: Prepaid expenses 1.7 0.7
+Added: Other current assets 3.4 3.4
+Added: Total current assets
+Added: Long-term notes receivable – related-party — 46.7
+Added: Investments in consolidated subsidiaries
2,450.4 2,654.2
−Removed: Net loss attributable to Liberty Latin America shareholders $ ( 180.7 ) $ ( 393.0 ) $ ( 84.6 ) $ ( 28.9 )
−Removed: Basic and diluted net loss per share attributable to Liberty Latin America shareholders (b) $ ( 0.98 ) $ ( 2.12 ) $ ( 0.46 ) $ ( 0.12 )
−Removed: in millions, except per share amounts
−Removed: Revenue (c) $ 942.7 $ 982.9 $ 966.8 $ 974.6
−Removed: Operating income (loss)
+Added: Other assets, net — 0.2
+Added: Total assets $ 2,666.2 $ 3,020.6
+Added: LIABILITIES AND SHAREHOLDERS’ EQUITY
+Added: Current liabilities:
+Added: Related-party loan payable $ 36.1 $ 29.8
+Added: Related-party liabilities 25.9 25.9
+Added: Accrued liabilities and other 10.5 11.5
+Added: Total current liabilities
+Added: Long-term debt and finance lease obligations, net 357.7 342.0
+Added: Total liabilities 430.2 409.2
+Added: Shareholders’ equity:
+Added: Class A, $ 0.01 par value;
+Added: 500,000,000 shares authorized;
+Added: 50,127,969 and 45,482,853 shares issued and outstanding, respectively, at December 31, 2021;
+Added: 49,303,401 and 49,009,585 shares issued and outstanding, respectively, at December 31, 2020
+Added: Class B, $ 0.01 par value;
+Added: 50,000,000 shares authorized;
+Added: 1,930,907 shares issued and outstanding at December 31, 2021 and 1,932,386 shares issued and outstanding at December 31, 2020
+Added: Class C, $ 0.01 par value;
+Added: 500,000,000 shares authorized;
+Added: 183,643,584 and 182,270,626 shares issued and outstanding, respectively, at December 31, 2021;
+Added: 181,786,924 and 181,113,766 shares issued and outstanding, respectively, at December 31, 2020
+Added: Treasury shares, at cost;
+Added: 6,018,074 and 966,974 shares, respectively
( 74.0 ) ( 9.5 )
−Removed: Net earnings (loss) attributable to Liberty Latin America shareholders $ ( 41.7 ) $ ( 116.0 ) $ 35.3 $ 42.3
−Removed: Basic and diluted net earnings (loss) per share attributable to Liberty Latin America shareholders (d) $ ( 0.23 ) $ ( 0.63 ) $ 0.19 $ 0.23
−Removed: (a) As discussed in note 4, we completed the AT&T Acquisition in October 2020.
−Removed: (b) The basic net loss per share attributable to Liberty Latin America shareholders amounts are calculated based on a weighted average number of Liberty Latin America Shares outstanding of 184,950,252 , 185,424,779 , 185,380,797 and 232,014,448 , respectively.
+Added: Additional paid-in capital 5,075.3 4,982.0
+Added: Accumulated deficit ( 2,677.9 ) ( 2,237.8 )
+Added: Accumulated other comprehensive loss, net of taxes ( 89.7 ) ( 125.6 )
+Added: Total shareholders’ equity 2,236.0 2,611.4
+Added: Total liabilities and shareholders’ equity $ 2,666.2 $ 3,020.6
Liberty Latin America Ltd.
1 unchanged sentence
December 31, 2021, 2020 and 2019
−Removed: (c) As discussed in note 4, we completed the UTS Acquisition in March 2019.
−Removed: (d) The basic net earnings (loss) per share attributable to Liberty Latin America shareholders amounts are calculated based on a weighted average number of Liberty Latin America Shares outstanding of 183,891,922 , 184,366,504 , 184,452,387 and 184,755,090 , respectively.
−Removed: The dilutive net earnings per share attributable to Liberty Latin America shareholders amounts for the third and fourth quarters of 2019 are calculated based on a weighted average number of Liberty Latin America Shares outstanding of 184,807,225 and 184,820,386 , respectively.
+Added: Year ended December 31,
+Added: 2021 2020 2019
+Added: Operating costs and expenses:
+Added: Other operating costs and expenses $ 11.2 $ 11.9 $ 11.8
+Added: Related-party charges and other operating items, net 37.3 33.1 23.8
+Added: Operating loss ( 48.5 ) ( 45.0 ) ( 35.6 )
+Added: Non-operating income (expense):
+Added: Interest expense ( 23.8 ) ( 22.0 ) ( 10.9 )
+Added: Other income, net 0.6 1.7 5.2
+Added: ( 23.2 ) ( 20.3 ) ( 5.7 )
+Added: Loss before equity in losses of consolidated subsidiaries ( 71.7 ) ( 65.3 ) ( 41.3 )
+Added: Equity in losses of consolidated subsidiaries, net ( 368.4 ) ( 616.9 ) ( 64.8 )
+Added: Net loss $ ( 440.1 ) $ ( 682.2 ) $ ( 106.1 )
+Added: Liberty Latin America Ltd.
+Added: Notes to Consolidated Financial Statements – (Continued)
+Added: December 31, 2021, 2020 and 2019
+Added: Year ended December 31,
+Added: 2021 2020 2019
+Added: Cash flows from operating activities:
+Added: Net loss $ ( 440.1 ) $ ( 682.2 ) $ ( 106.1 )
+Added: Adjustments to reconcile net loss to net cash used by operating activities:
+Added: Equity in losses of consolidated subsidiaries, net 368.4 616.9 64.8
+Added: Share-based compensation expense 2.3 2.7 1.3
+Added: Amortization of debt financing costs 15.7 14.8 7.2
+Added: Changes in operating assets and liabilities 124.6 ( 8.2 ) 38.2
+Added: Net cash provided (used) by operating activities 70.9 ( 56.0 ) 5.4
+Added: Cash flows from investing activities:
+Added: Capital expenditures — — ( 5.1 )
+Added: Investments in and advances to consolidated subsidiaries ( 128.7 ) ( 511.7 ) ( 5.1 )
+Added: Net cash used by investing activities
+Added: ( 128.7 ) ( 511.7 ) ( 10.2 )
+Added: Cash flows from financing activities:
+Added: Borrowings of third-party debt — — 402.5
+Added: Repayments of related-party debt — ( 101.1 ) —
+Added: Capped calls — — ( 45.6 )
+Added: Repurchase of Liberty Latin America Shares ( 63.0 ) ( 9.5 ) —
+Added: Issuance of Liberty Latin America common shares, net — 347.0 —
+Added: Borrowings of related-party debt — — 123.4
+Added: Other financing activities, net — — ( 0.8 )
+Added: Net cash provided (used) by financing activities ( 63.0 ) 236.4 479.5
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash
+Added: ( 120.8 ) ( 331.3 ) 474.7
+Added: Cash, cash equivalents and restricted cash:
+Added: Beginning of year 193.3 524.6 49.9
+Added: End of year $ 72.5 $ 193.3 $ 524.6
The following required information is incorporated by reference to our definitive proxy statement for our 2022 Annual General Meeting of Shareholders, which we intend to hold during the second quarter of 2022.
4 unchanged sentences
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: We intend to file our definitive proxy statement for our 2021 Annual General Meeting of Shareholders with the Securities and Exchange Commission on or before April 30, 2021.
+Added: Our independent registered public accounting firm is KPMG LLP, Denver CO
+Added: Auditor Firm ID:
+Added: We intend to file our definitive proxy statement for our 2022 Annual General Meeting of Shareholders with the Securities and Exchange Commission on or before May 2, 2022.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
2 unchanged sentences
(a) (2) FINANCIAL STATEMENT SCHEDULES
−Removed: The financial statement schedule required under this Item is as follows:
−Removed: Schedule I - Condensed Financial Information of Registrant (Parent Company Information):
−Removed: Liberty Latin America Ltd.
−Removed: Condensed Balance Sheets as of December 31, 2020 and 2019 (Parent Company Only) IV- 7
−Removed: Liberty Latin America Ltd.
−Removed: Condensed Statements of Operations for the years ended December 31, 2020, 2019 and 2018 (Parent Company Only) IV- 8
−Removed: Liberty Latin America Ltd.
−Removed: Condensed Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 (Parent Company Only) IV- 9
+Added: All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K.
(a) (3) EXHIBITS
Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K):
−Removed: 2.1 Stock Purchase Agreement, dated October 9, 2019, by and among AT&T Corp, AT&T International Holdings, LLC, SBC Telecom, Inc., Leo Cable LP and, for the limited purpose specified therein, Liberty Latin America (incorporated by reference to Exhibit 99.1 to Liberty Latin America’s Current Report on Form 8-K filed on October 15, 2019 (File No.
+Added: 2.1 Master Transaction Agreement, dated September 29, 2021, by and among Liberty Latin America, Ltd., LLA UK Holdco Limited Sercotel, S.A.
+Added: de C.V., Controladora de Servicios de Telecomunicaciones, S.A.
+Added: de C.V., América Móvil, S.A.B.
+Added: and Claro Chile, S.A.
+Added: (incorporated by reference to Exhibit 2.1 to Liberty Latin America's Current Report on Form 8-K filed on October 5, 2021 (File No.
001-38335)).** *
20 unchanged sentences
4.10 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.8 to the 2019 10-K).
+Added: 4.11 Indenture dated March 30, 2021, between LCPR Senior Secured Financing Designated Activity Company, BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch as Paying Agent, The Bank of New York Mellon, London Branch as Registrar and Transfer Agent, and The Bank of Nova Scotia as Security Trustee relating to LCPR’s 5.125% senior secured notes due 2029 (incorporated by reference to Exhibit 4.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 5, 2021 (File No.
+Added: 001-38335) (the May 2021 10-Q )).
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
13 unchanged sentences
333-221608)).
−Removed: 10.8 Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 99.1 to Liberty Latin America’s Registration Statement on Form S-8 filed on January 11, 2018 (File No.
−Removed: 333-222515) (the S-8 Registration Statement).
+Added: 10.8 Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Appendix A to Liberty Latin America’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2021 (File No.
10.9 Liberty Latin America 2018 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 99.2 to the S-8 Registration Statement).
13 unchanged sentences
and certain executive officers (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed on November 5, 2019 (File No.
−Removed: 10.21 Credit Agreement, dated October 25, 2019, between LCPR Loan Financing LLC, as borrower, LCPR Senior Secured Financing Designated Activity Company, as guarantor, The Bank of Nova Scotia, as administrative agent, The Bank o f Nova Scotia, as security agent, and the lenders party ther eto (incorporated by reference to Exhibit 10.21 to the 2019 10-K).***
+Added: 10.21 Credit Agreement, dated October 25, 2019, between LCPR Loan Financing LLC, as borrower, LCPR Senior Secured Financing Designated Activity Company, as guarantor, The Bank of Nova Scotia, as administrative agent, The Bank of Nova Scotia, as security agent, and the lenders party thereto (incorporated by reference to Exhibit 10.21 to the 2019 10-K).***
10.22 Credit Agreement, dated October 25, 2019, between Liberty Cablevision of Puerto Rico LLC, as borrower, Puerto Rico Cable Acquisition Company, as guarantor, The Bank of Nova Scotia, as administrative agent, The Bank of Nova Scotia, as security agent, and the lenders party thereto (incorporated by reference to Exhibit 10.22 of the 2019 10-K).***
4 unchanged sentences
Nonemployee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed on May 5, 2020 (File No.
+Added: 10.26 Amended and Restated Credit Agreement dated March 22, 2021 and entered into between, among others, Liberty Communications of Puerto Rico LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to the May 2021 10-Q).
+Added: 10.27 Additional Facility Joinder Agreement dated March 25, 2021 and entered into between, among others, LCPR Loan Financing LLC, LCPR Senior Secured Financing Designated Activity Company, and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to the May 2021 10-Q) .
+Added: 10.28 Form of Restricted Share Units Agreement under the Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Exhibit 10.2 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed on August 4, 2021 (File No.
+Added: 001-38335) (the August 2021 10-Q )).
+Added: 10.29 Form of Performance Share Appreciation Rights Agreement (Phoenix) under the Liberty Latin America 201 8 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Exhibit 10.3 to the August 2021 10-Q).
+Added: 10.30 Additional Facility Joinder Agreement, dated as of September 23, 2021, and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia.*
+Added: 10.31 Extension Amendment, dated as of September 23, 2021, and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia.*, ***
21 List of Subsidiaries.*
3 unchanged sentences
32 Section 1350 Certifications.**
−Removed: 101.INS XBRL Inline Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Inline Taxonomy Extension Schema Document.*
7 unchanged sentences
*** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: Liberty Latin America hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the
+Added: Liberty Latin America hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC;
provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.
+Added: + This document has been identified as a management contract or compensatory plan or arrangement.
FORM 10-K SUMMARY
1 unchanged sentence
LIBERTY LATIN AMERICA LTD.
−Removed: March 1, 2021 /s/ JOHN M.
+Added: February 23, 2022 /s/ JOHN M.
Senior Vice President, Chief Legal Officer and Secretary
2 unchanged sentences
/s/ MICHAEL T.
−Removed: FRIES Executive Chairman of the Board March 1, 2021
−Removed: /s/ BALAN NAIR President, Chief Executive Officer and Director March 1, 2021
+Added: FRIES Executive Chairman of the Board February 23, 2022
+Added: /s/ BALAN NAIR President, Chief Executive Officer and Director February 23, 2022
Balan Nair (Principal Executive Officer)
−Removed: /s/ ALFONSO DE ANGOITIA NORIEGA Director March 1, 2021
+Added: /s/ ALFONSO DE ANGOITIA NORIEGA Director February 23, 2022
Alfonso de Angoitia Noriega
/s/ CHARLES H.R.
−Removed: BRACKEN Director March 1, 2021
−Removed: /s/ MIRANDA CURTIS Director March 1, 2021
+Added: BRACKEN Director February 23, 2022
+Added: /s/ MIRANDA CURTIS Director February 23, 2022
Miranda Curtis
−Removed: GOULD Director March 1, 2021
−Removed: /s/ BRENDAN PADDICK Director March 1, 2021
+Added: GOULD Director February 23, 2022
+Added: /s/ BRENDAN PADDICK Director February 23, 2022
Brendan Paddick
−Removed: /s/ DANIEL SANCHEZ Director March 1, 2021
+Added: /s/ DANIEL SANCHEZ Director February 23, 2022
Daniel Sanchez
−Removed: ZINTERHOFER Director March 1, 2021
−Removed: /s/ CHRISTOPHER NOYES Senior Vice President and Chief Financial Officer March 1, 2021
+Added: ZINTERHOFER Director February 23, 2022
+Added: /s/ CHRISTOPHER NOYES Senior Vice President and Chief Financial Officer February 23, 2022
Christopher Noyes (Principal Financial Officer)
−Removed: /s/ BRIAN ZOOK Chief Accounting Officer March 1, 2021
+Added: /s/ BRIAN ZOOK Chief Accounting Officer February 23, 2022
Brian Zook (Principal Accounting Officer)
−Removed: [THIS PAGE INTENTIONALLY LEFT BLANK]
−Removed: LIBERTY LATIN AMERICA LTD.
−Removed: (Parent Company Information – See Notes to Consolidated Financial Statements)
−Removed: CONDENSED BALANCE SHEETS
−Removed: (Parent Company Only)
−Removed: Current assets:
−Removed: Cash and cash equivalents $ 193.3 $ 524.6
−Removed: Other receivables – related-party 122.1 60.7
−Removed: Prepaid expenses 0.7 —
−Removed: Other current assets 3.4 0.8
−Removed: Total current assets
−Removed: Long-term notes receivable – related-party 46.7 45.7
−Removed: Investments in consolidated subsidiaries
−Removed: 2,757.5 3,072.0
−Removed: Other assets, net 0.2 0.2
−Removed: Total assets $ 3,123.9 $ 3,704.0
−Removed: LIABILITIES AND SHAREHOLDERS’ EQUITY
−Removed: Current liabilities:
−Removed: Related-party loan payable $ 29.8 $ 245.8
−Removed: Related-party liabilities 25.9 16.0
−Removed: Accrued liabilities and other 11.5 5.2
−Removed: Total current liabilities
−Removed: Long-term debt and finance lease obligations, net 342.0 327.2
−Removed: Total liabilities 409.2 594.2
−Removed: Shareholders’ equity:
−Removed: Class A, $ 0.01 value;
−Removed: 500,000,000 shares authorized;
−Removed: 49,303,401 and 49,009,585 shares issued and outstanding, respectively, at December 31, 2020 and 48,795,552 shares issued and outstanding at December 31, 2019
−Removed: Class B, $ 0.01 par value;
−Removed: 50,000,000 shares authorized;
−Removed: 1,932,386 shares issued and outstanding at December 31, 2020 and 1,934,686 shares issued and outstanding at December 31, 2019
−Removed: Class C, $ 0.01 par value;
−Removed: 500,000,000 shares authorized;
−Removed: 181,786,924 and 181,113,766 shares issued and outstanding, respectively, at December 31, 2020 and 131,181,371 shares issued and outstanding at December 31, 2019
−Removed: Treasury shares, at cost;
−Removed: 966,974 and nil shares, respectively
−Removed: Additional paid-in capital 4,982.0 4,569.9
−Removed: Accumulated deficit ( 2,134.5 ) ( 1,447.1 )
−Removed: Accumulated other comprehensive loss, net of taxes ( 125.6 ) ( 14.80 )
−Removed: Total shareholders’ equity 2,714.7 3,109.80
−Removed: Total liabilities and shareholders’ equity $ 3,123.9 $ 3,704.0
−Removed: LIBERTY LATIN AMERICA LTD.
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED STATEMENTS OF OPERATIONS
−Removed: (Parent Company Only)
−Removed: Year ended December 31,
−Removed: 2020 2019 2018
−Removed: Operating costs and expenses:
−Removed: Other operating costs and expenses $ 11.9 $ 11.8 $ 8.7
−Removed: Depreciation and amortization
−Removed: Impairment, restructuring and other operating items, net 33.1 23.8 24.5
−Removed: Operating loss ( 45.0 ) ( 35.6 ) ( 34.0 )
−Removed: Non-operating income:
−Removed: Interest expense – third-party
−Removed: ( 22.0 ) ( 10.9 ) —
−Removed: Interest income – third-party — 4.6 —
−Removed: Interest income – related-party
−Removed: Other income (loss), net
−Removed: ( 1.3 ) ( 0.4 ) 1.1
−Removed: ( 20.3 ) ( 5.7 ) 1.8
−Removed: Loss before equity in losses of consolidated subsidiaries and income taxes
−Removed: ( 65.3 ) ( 41.3 ) ( 32.2 )
−Removed: Equity in losses of consolidated subsidiaries, net ( 621.9 ) ( 38.8 ) ( 313.0 )
−Removed: $ ( 687.2 ) $ ( 80.1 ) $ ( 345.2 )
−Removed: LIBERTY LATIN AMERICA LTD.
−Removed: (Parent Company Information - See Notes to Consolidated Financial Statements)
−Removed: CONDENSED STATEMENTS OF CASH FLOWS
−Removed: (Parent Company Only)
−Removed: Year ended December 31,
−Removed: 2020 2019 2018
−Removed: Cash flows from operating activities:
−Removed: Net loss $ ( 687.2 ) $ ( 80.1 ) $ ( 345.2 )
−Removed: Adjustments to reconcile net loss to net cash used by operating activities:
−Removed: Equity in losses of consolidated subsidiaries, net
−Removed: 621.9 38.8 313.0
−Removed: Share-based compensation expense 2.7 1.3 0.2
−Removed: Depreciation and amortization — — 0.8
−Removed: Amortization of debt financing costs 14.8 7.2 —
−Removed: Changes in operating assets and liabilities ( 8.2 ) 38.2 25.1
−Removed: Net cash provided by (used) by operating activities ( 56.0 ) 5.4 ( 6.1 )
−Removed: Cash flows from investing activities:
−Removed: Capital expenditures — ( 5.1 ) ( 4.4 )
−Removed: Investments in and advances to consolidated subsidiaries ( 511.7 ) ( 5.1 ) ( 45.0 )
−Removed: Net cash used by investing activities ( 511.7 ) ( 10.2 ) ( 49.4 )
−Removed: Cash flows from financing activities:
−Removed: Borrowings of third-party debt — 402.5 —
−Removed: Repayments of related-party debt ( 101.1 ) —
−Removed: Capped calls — ( 45.6 ) —
−Removed: Repurchase of Liberty Latin America Shares ( 9.5 ) — —
−Removed: Issuance of Liberty Latin America common shares, net 347.0 — —
−Removed: Borrowings of related-party debt — 123.4 —
−Removed: Other financing activities, net — ( 0.8 ) 0.1
−Removed: Net cash provided by financing activities 236.4 479.5 0.1
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash
−Removed: ( 331.3 ) 474.7 ( 55.4 )
−Removed: Cash, cash equivalents and restricted cash:
−Removed: Beginning of year 524.6 49.9 105.3
−Removed: End of year $ 193.3 $ 524.6 $ 49.9
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.