Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principle Executive Officer and our Principal Financial Officer (the Executives), as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives.
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. Notwithstanding such material weaknesses in internal control over financial reporting, our management concluded that our consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.
Management’s Annual Report on Internal Control over Financial Reporting
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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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.
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. 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. 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.
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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:
• 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.
• 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; 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.
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.
These control deficiencies resulted in immaterial misstatements, some of which were corrected, in our consolidated financial statements as of and for the year ended December 31, 2021. These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and therefore we conclude that the deficiencies represent material weaknesses in internal control over financial reporting and our internal control over financial reporting is not effective as of December 31, 2021.
Our independent registered public accounting firm, KPMG, LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, has expressed an adverse report on the operating effectiveness of the Company's internal control over financial reporting. KPMG LLP's report is included herein on page II-57 .
Management’s Remediation Plan
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:
• 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.
• 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.
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Remediation of Material Weaknesses
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:
• The company did not provide sufficient training related to internal control over financial reporting and the design and implementation of information technology solutions.
• 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. The Company did not adequately communicate the changes necessary in financial reporting and related internal controls throughout its organization and to affected third parties.
• 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.
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:
• 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.
• 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.
• 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.
• 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.
• Designed and implemented monitoring processes to ensure the consistent operation of internal control over financial reporting and to remediate known control deficiencies.
• 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; however, if our remedial measures are insufficient to address the material weaknesses, or if one or more additional material weaknesses in our internal controls over financial reporting are discovered, we may be required to take additional remedial measures from our plan as disclosed above.
Changes in Internal Control over Financial Reporting
Except as listed below, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During our fourth quarter, changes in our internal control over financial reporting include that we:
• 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,
• designed and implemented monitoring processes to ensure the consistent operation of internal control over financial reporting and to remediate known control deficiencies,
• designed and implemented additional manual procedures and controls to enhance our internal control process through a combination of preventative and detective controls,
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• hired additional accounting, finance, and technology and information resources to design, implement, and perform internal controls over financial reporting,
• 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,
• hired additional technology and information compliance staff to design, implement, and monitor the execution of general IT controls, including the system development lifecycle process,
• 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,
• created and published policies and procedures through which general information technology controls can be deployed across the organization; and,
• created templates and control guidance to facilitate compliance with control activities and held trainings to reinforce control concepts and responsibilities for control performers.
Item 9B. OTHER INFORMATION
Not applicable.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Latin America Ltd.:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Latin America Ltd. and subsidiaries' (the Company) 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. 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.
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. The material weaknesses described below have been identified and included in management’s assessment:
• 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.
• 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.
• 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.
The Company acquired Telefónica de Costa Rica TC, S.A. 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. 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. 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. and Broadband VI, LLC.
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Basis for Opinion
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. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 23, 2022
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Latin America Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Latin America Ltd. 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.
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
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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.
Assessment of impairment of goodwill for certain reporting units
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. 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.
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. Depending on the reporting unit, the key assumptions were projected revenues, projected direct costs, projected operating expenses, projected capital expenditures, discount rates and terminal growth rates. 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. Additionally, the audit effort associated with this estimate required specialized skills and knowledge.
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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s assessment of impairment of goodwill. These include controls over the:
• development of assumptions over projected revenues, projected direct costs, projected operating expenses, projected capital expenditures, and
• selection of the discount rates and terminal growth rates assumptions used to develop the estimate.
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: evaluating the discount rates used in the valuations by comparing them against independently developed discount rates using publicly available market data; 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.
Valuation of spectrum intangible assets of the AT&T Acquired Entities
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. 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. The Company determined the fair value of spectrum intangible assets based primarily on the Greenfield method.
We identified the valuation of the spectrum intangible assets of the AT&T Acquired Entities as a critical audit matter. 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. The key assumptions were also challenging to test as they represented subjective determinations of future market and economic conditions. 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. 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. We performed procedures to test the market share and projected capital expenditures by comparing them with historical and industry data. We involved valuation professionals with specialized skills and knowledge who assisted in:
• evaluating the appropriateness of the application of the Greenfield method
• 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
• evaluating the overall fair value of the acquired spectrum intangible assets by performing an independent valuation utilizing market transactions.
/s/ KPMG LLP
We have served as the Company’s auditor since 2016.
Denver, Colorado
February 23, 2022
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED BALANCE SHEETS
December 31,
2021 2020
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 956.7 $ 894.2
Trade receivables, net of allowances of $ 80.3 million and $ 100.0 million, respectively
536.4 558.6
Prepaid expenses 67.7 63.8
Current notes receivable, net of allowances of $ 18.9 million and $ 8.3 million, respectively
116.4 77.5
Other current assets, net 389.0 353.5
Total current assets 2,066.2 1,947.6
Goodwill 3,948.0 4,885.5
Property and equipment, net 4,168.4 4,751.4
Intangible assets subject to amortization, net
788.6 858.9
Intangible assets not subject to amortization
1,592.4 1,465.6
Assets held for sale 1,568.7 10.6
Other assets, net 1,253.7 1,156.7
Total assets $ 15,386.0 $ 15,076.3
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED BALANCE SHEETS – (Continued)
December 31,
2021 2020
in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 398.0 $ 425.3
Current portion of deferred revenue 148.0 194.6
Current portion of debt and finance lease obligations 106.3 161.9
Accrued interest 113.0 132.3
Accrued payroll and employee benefits 100.5 107.5
Derivative instruments 39.1 90.2
Current operating lease liabilities 82.0 63.2
Other accrued and current liabilities 527.6 524.0
Total current liabilities 1,514.5 1,699.0
Long-term debt and finance lease obligations 7,459.6 8,195.3
Deferred tax liabilities 696.3 575.4
Deferred revenue 152.6 185.6
Liabilities associated with assets held for sale 1,854.1 0.1
Other long-term liabilities 795.5 1,080.5
Total liabilities 12,472.6 11,735.9
Commitments and contingencies
Equity:
Liberty Latin America shareholders:
Class A, $ 0.01 par value; 500,000,000 shares authorized; 50,127,969 and 45,482,853 shares issued and outstanding, respectively, at December 31, 2021; 49,303,401 and 49,009,585 shares issued and outstanding, respectively, at December 31, 2020
0.5 0.5
Class B, $ 0.01 par value; 50,000,000 shares authorized; 1,930,907 shares issued and outstanding at December 31, 2021 and 1,932,386 shares issued and outstanding at December 31, 2020
— —
Class C, $ 0.01 par value; 500,000,000 shares authorized; 183,643,584 and 182,270,626 shares issued and outstanding, respectively, at December 31, 2021; 181,786,924 and 181,113,766 shares issued and outstanding, respectively, at December 31, 2020
1.8 1.8
Undesignated preference shares, $ 0.01 par value; 50,000,000 shares authorized; nil shares issued and outstanding at each period
— —
Treasury shares, at cost; 6,018,074 and 966,974 shares, respectively
( 74.0 ) ( 9.5 )
Additional paid-in capital
5,075.3 4,982.0
Accumulated deficit ( 2,677.9 ) ( 2,237.8 )
Accumulated other comprehensive loss, net of taxes ( 89.7 ) ( 125.6 )
Total Liberty Latin America shareholders 2,236.0 2,611.4
Noncontrolling interests 677.4 729.0
Total equity 2,913.4 3,340.4
Total liabilities and equity $ 15,386.0 $ 15,076.3
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
2021 2020 2019
in millions, except per share amounts
Revenue $ 4,799.0 $ 3,764.6 $ 3,867.0
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services
1,190.0 846.0 877.8
Other operating costs and expenses 1,898.1 1,531.4 1,505.3
Depreciation and amortization 964.7 918.7 889.9
Impairment, restructuring and other operating items, net 665.0 375.3 268.2
4,717.8 3,671.4 3,541.2
Operating income 81.2 93.2 325.8
Non-operating income (expense):
Interest expense ( 527.4 ) ( 533.4 ) ( 499.2 )
Realized and unrealized gains (losses) on derivative instruments, net 564.1 ( 352.7 ) ( 17.2 )
Foreign currency transaction gains (losses), net ( 319.6 ) 1.2 ( 112.5 )
Losses on debt modification and extinguishment, net ( 57.2 ) ( 45.1 ) ( 19.8 )
Other income (expense), net ( 41.7 ) 5.1 14.3
( 381.8 ) ( 924.9 ) ( 634.4 )
Loss before income taxes ( 300.6 ) ( 831.7 ) ( 308.6 )
Income tax benefit (expense) ( 189.5 ) 27.8 100.2
Net loss ( 490.1 ) ( 803.9 ) ( 208.4 )
Net loss attributable to noncontrolling interests 50.0 121.7 102.3
Net loss attributable to Liberty Latin America shareholders $ ( 440.1 ) $ ( 682.2 ) $ ( 106.1 )
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.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year ended December 31,
2021 2020 2019
in millions
Net loss $ ( 490.1 ) $ ( 803.9 ) $ ( 208.4 )
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments 4.8 ( 119.0 ) 1.8
Reclassification adjustments included in net loss ( 3.2 ) 0.6 ( 3.0 )
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 )
Comprehensive loss attributable to noncontrolling interests
50.9 122.5 102.6
Comprehensive loss attributable to Liberty Latin America shareholders $ ( 404.2 ) $ ( 793.0 ) $ ( 104.6 )
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF EQUITY
Liberty Latin America shareholders Non- controlling
interests Total equity
Common shares Additional paid-in capital Accumulated deficit Accumulated
other
comprehensive
loss,
net of taxes Total Liberty Latin America shareholders
Class A Class B Class C
in millions
Balance at January 1, 2019 $ 0.5 $ — $ 1.3 $ 4,494.1 $ ( 1,449.3 ) $ ( 16.3 ) $ 3,030.3 $ 1,010.8 $ 4,041.1
Net loss — — — — ( 106.1 ) — ( 106.1 ) ( 102.3 ) ( 208.4 )
Other comprehensive earnings — — — — — 1.5 1.5 ( 0.3 ) 1.2
Impact of the UTS Acquisition — — — — — — — 11.6 11.6
Distributions to noncontrolling interest owners — — — — — — — ( 37.7 ) ( 37.7 )
Conversion Option, net — — — 77.3 — — 77.3 — 77.3
Capped Calls — — — ( 45.6 ) — — ( 45.6 ) — ( 45.6 )
UTS NCI Acquisition — — — 0.1 — — 0.1 ( 11.7 ) ( 11.6 )
Shared-based compensation — — — 44.0 — — 44.0 — 44.0
Other — — — — — — — ( 0.3 ) ( 0.3 )
Balance at December 31, 2019 $ 0.5 $ — $ 1.3 $ 4,569.9 $ ( 1,555.4 ) $ ( 14.8 ) $ 3,001.5 $ 870.1 $ 3,871.6
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF EQUITY – (Continued)
Liberty Latin America shareholders Non-controlling
interests Total equity
Common shares Treasury Stock Additional paid-in capital Accumulated deficit Accumulated
other
comprehensive
loss,
net of taxes Total Liberty Latin America shareholders
Class A Class B Class C
in millions
Balance at January 1, 2020 $ 0.5 $ — $ 1.3 $ — $ 4,569.9 $ ( 1,555.4 ) $ ( 14.8 ) $ 3,001.5 $ 870.1 $ 3,871.6
Accounting change (note 2) — — — — — ( 0.2 ) — ( 0.2 ) 0.2 —
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 )
Other comprehensive loss — — — — — — ( 110.8 ) ( 110.8 ) ( 0.8 ) ( 111.6 )
Repurchase of Liberty Latin America common shares — — — ( 9.5 ) — — — ( 9.5 ) — ( 9.5 )
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 )
Share-based compensation — — — — 66.6 — — 66.6 — 66.6
Other — — — — 0.9 — — 0.9 — 0.9
Balance at December 31, 2020 $ 0.5 $ — $ 1.8 $ ( 9.5 ) $ 4,982.0 $ ( 2,237.8 ) $ ( 125.6 ) $ 2,611.4 $ 729.0 $ 3,340.4
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF EQUITY – (Continued)
Liberty Latin America shareholders Non-controlling
interests Total equity
Common shares Treasury Stock Additional paid-in capital Accumulated deficit Accumulated
other
comprehensive
loss,
net of taxes Total Liberty Latin America shareholders
Class A Class B Class C
in millions
Balance at 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
Net loss — — — — — ( 440.1 ) — ( 440.1 ) ( 50.0 ) ( 490.1 )
Other comprehensive earnings — — — — — — 35.9 35.9 ( 0.9 ) 35.0
Repurchase of Liberty Latin America common shares — — — ( 64.5 ) — — — ( 64.5 ) — ( 64.5 )
Distributions to noncontrolling interest owners — — — — — — — — ( 47.6 ) ( 47.6 )
Contribution from noncontrolling interest owner — — — — — — — — 46.9 46.9
Share-based compensation — — — — 93.3 — — 93.3 — 93.3
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
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
2021 2020 2019
in millions
Cash flows from operating activities:
Net loss $ ( 490.1 ) $ ( 803.9 ) $ ( 208.4 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense 118.1 97.5 57.5
Depreciation and amortization 964.7 918.7 889.9
Impairment 609.2 277.7 204.8
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
Realized and unrealized losses (gains) on derivative instruments, net ( 564.1 ) 352.7 17.2
Foreign currency transaction losses (gains), net 319.6 ( 1.2 ) 112.5
Losses on debt modification and extinguishment, net 57.2 45.1 19.8
Impairment of an investment 41.1 — —
Deferred income tax expense (benefit) 104.0 ( 63.7 ) ( 34.7 )
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 )
Payables and accruals ( 108.4 ) ( 85.2 ) ( 151.8 )
Net cash provided by operating activities 1,016.2 640.1 918.2
Cash flows from investing activities:
Capital expenditures ( 736.3 ) ( 565.8 ) ( 589.1 )
Cash paid in connection with acquisitions, net of cash acquired ( 520.6 ) ( 1,886.1 ) ( 161.2 )
Recovery on damaged or destroyed property and equipment — — 33.9
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 )
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
Year ended December 31,
2021 2020 2019
in millions
Cash flows from financing activities:
Borrowings of debt $ 1,249.4 $ 1,319.0 $ 2,966.9
Payments of principal amounts of debt and finance lease obligations ( 632.5 ) ( 1,439.4 ) ( 1,275.9 )
Net cash received (paid) related to derivative instruments ( 43.0 ) 182.5 ( 0.3 )
Distributions to noncontrolling interest owners ( 47.6 ) ( 18.8 ) ( 37.7 )
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 ) —
Issuance of Liberty Latin America common shares, net — 347.0 —
Capped Calls — — ( 45.6 )
Cash payments for the acquisition of noncontrolling interest — ( 5.6 ) ( 5.1 )
Capital contribution from noncontrolling interest owner 46.9 — —
Other financing activities, net ( 8.8 ) ( 5.1 ) ( 7.4 )
Net cash provided by financing activities
426.6 271.1 1,539.8
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 12.5 ) ( 4.9 ) ( 7.7 )
Net increase (decrease) in cash, cash equivalents and restricted cash 161.7 ( 1,544.5 ) 1,815.0
Cash, cash equivalents and restricted cash:
Beginning of year
912.5 2,457.0 642.0
End of year
$ 1,074.2 $ 912.5 $ 2,457.0
Cash paid for interest $ 463.3 $ 484.3 $ 444.9
Net cash paid for taxes $ 44.3 $ 81.6 $ 130.1
The accompanying notes are an integral part of these consolidated financial statements.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements
December 31, 2021, 2020 and 2019
(1) Basis of Presentation
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.
General
Liberty Latin America Ltd. is a registered company in Bermuda that primarily includes: (i) C&W; (ii) Liberty Communications PR; (iii) VTR; and (iv) LBT CT Communications, S.A. (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. C&W owns less than 100% of certain of its consolidated subsidiaries, including C&W Bahamas, C&W Jamaica and CWP.
We are an international provider of fixed, mobile and subsea telecommunications services. We provide:
A. residential and B2B services in:
i. over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and Networks, and C&W Panama;
ii. Puerto Rico, through our reportable segment Liberty Puerto Rico;
iii. Chile, through our reportable segment VTR;
iv. Costa Rica, through Cabletica and its subsidiary, Telefónica Costa Rica; and
B. 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.
The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP.
Prior to the first quarter of 2021, VTR and Cabletica were collectively one operating segment. As a result of organizational changes during 2021, these operations became separate operating segments. 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. For additional information regarding our segments, see note 21.
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. 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. For additional information, see note 9.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Correction of Immaterial Errors
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. 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. 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. We have completed a quantitative and qualitative evaluation of the errors and concluded that they are immaterial to the previously issued consolidated financial statements. 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. The tables below set forth the adjustments to the primary consolidated financial statement line items resulting from these adjustments. 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.
Year ended December 31, 2020 Year ended December 31, 2019
As Previously Reported Adjustments As Adjusted As Previously Reported Adjustments As Adjusted
in millions
Operating income $ 91.7 $ 1.5 $ 93.2 $ 353.8 $ ( 28.0 ) $ 325.8
Loss before income taxes $ ( 838.2 ) $ 6.5 $ ( 831.7 ) $ ( 280.6 ) $ ( 28.0 ) $ ( 308.6 )
Net loss $ ( 808.9 ) $ 5.0 $ ( 803.9 ) $ ( 182.4 ) $ ( 26.0 ) $ ( 208.4 )
Net loss attributable to LLA shareholders $ ( 687.2 ) $ 5.0 $ ( 682.2 ) $ ( 80.1 ) $ ( 26.0 ) $ ( 106.1 )
.
December 31, 2020
As Previously Reported Adjustments As Adjusted
in millions
Current assets $ 1,951.9 $ ( 4.3 ) $ 1,947.6
Total assets (a) $ 15,230.0 $ ( 153.7 ) $ 15,076.3
Current liabilities $ 1,705.0 $ ( 6.0 ) $ 1,699.0
Total liabilities $ 11,786.3 $ ( 50.4 ) $ 11,735.9
Total Liberty Latin America shareholders $ 2,714.7 $ ( 103.3 ) $ 2,611.4
Total equity $ 3,443.7 $ ( 103.3 ) $ 3,340.4
(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.
(2) Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2016-13
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments ( ASU 2016-13 ), as amended by (i) ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates , which amended certain effective dates,
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
and (ii) ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , which clarifies guidance around how to report expected recoveries. 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. We are required to use a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. 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. The comparative information for 2019 was not restated and continues to be reported under the accounting standards in effect for that period.
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. 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.
The cumulative effect of the changes to our consolidated consolidated statement of equity as of January 1, 2020 was not material.
ASU 2018-14
In August 2018, the FASB issued ASU No. 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.
Recent Accounting Pronouncements
ASU 2020-04 and ASU 2021-01
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( ASU 2020-04 ), which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates, such as LIBOR . In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) ( ASU 2021-01 ), which clarifies certain optional expedients and exceptions in ASC 848. The expedients and exceptions provided by ASU 2020-04 and ASU 2021-01 are for the application of U.S. GAAP to contracts, hedging relationships and other transactions affected by the rate reform, and will not be available after December 31, 2022, other than for certain hedging relationships entered into before December 31, 2022. We do not currently expect that the phase out of LIBOR will have a material impact on our consolidated financial statements.
ASU 2020-06
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity: 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. ASU 2020-06 is effective for annual reporting periods after December 15, 2021, including interim periods within those fiscal years. ASU 2020-06 will not have a material impact on our consolidated financial statements.
(3) Summary of Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, expected credit losses, programming and copyright expenses, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Principles of Consolidation
The accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities where we exercise a controlling financial interest through the ownership of a direct or indirect controlling voting interest and variable interest entities for which our company is the primary beneficiary. Intercompany accounts have been eliminated in consolidation.
Cash, Cash Equivalents and Restricted Cash
Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have maturities of three months or less at the time of acquisition. 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.
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. At December 31, 2021 and 2020, the total of our current and long-term restricted cash balances aggregated $ 8 million and $ 18 million, respectively. 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.
Receivables
We have trade and notes receivables that are each reported net of an allowance for expected credit losses.
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. 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.
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.
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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
The changes in our allowance for expected credit losses associated with trade receivables are set forth below:
Year ended December 31,
2021 2020 2019
in millions
Beginning balance $ 100.0 $ 87.3 $ 144.4
Provision for expected losses 60.6 62.6 61.8
Write-offs ( 59.5 ) ( 60.3 ) ( 113.9 )
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
The changes in our allowance for expected credit losses associated with our current and long-term notes receivable are set forth below:
Year ended December 31,
2021 2020
in millions
Beginning balance $ 16.2 $ —
Provision for expected losses 10.8 1.3
Additions upon acquisition 5.4 14.9
Foreign currency translation adjustments and other ( 0.1 ) —
Ending balance $ 32.3 $ 16.2
Investments
From time to time, we may hold investments in (i) equity method investments; (ii) cost method investments, and (iii) available-for-sale method investments.
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. 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. Our share of the investee’s net earnings or losses is included in other income (expense), net, in our consolidated statements of operations.
We are required to hold security against the value of certain pension liabilities in the U.K.. The security is in the form of U.K. Government Gilts, which we account for using the available-for-sale method. 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. Our investment in U.K. Government Gilts falls under Level 1 of the fair value hierarchy. At December 31, 2021 and 2020, the carrying value of our investment in U.K. Government Gilts was $ 39 million and $ 38 million, respectively, which is included in other assets, net, in our consolidated balance sheets.
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.
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. 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.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
For additional information regarding our fair value measurements, see note 6.
Financial Instruments
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.
Derivative Instruments
Derivative Instruments Recorded at Fair Value
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. If the derivative instrument is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative instrument are recorded in other comprehensive earnings or loss and subsequently reclassified into our consolidated statements of operations when the hedged forecasted transaction affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in realized and unrealized gains or losses on derivative instruments in our consolidated statements of operations. With the exception of certain foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments.
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows, as follows:
• Cross-currency and interest rate derivative contracts: the net cash paid or received related to principal and current interest is classified as a financing or operating activity, respectively.
• Foreign currency forward contracts that are used to hedge capital expenditures: the net cash paid or received is reflected in capital expenditures, which are classified as an investing activity.
• Foreign currency forward contracts that are used to hedge principal exposure on foreign currencies: the net cash paid or received is classified as a financing activity.
• Derivative contracts that are terminated prior to maturity: the cash paid or received upon termination that relates to future periods is classified as a financing activity.
Weather Derivatives
Our Weather Derivatives provide us with insurance coverage for certain weather-related events and are not accounted for at fair value. The premiums paid associated with the Weather Derivatives are recorded in other current assets, net, in our consolidated balance sheets, and the amortization of the premiums is included in realized and unrealized gains or losses on derivative instruments, net, in our consolidated statements of operations. The cash paid associated with the premiums is classified as an operating activity in our consolidated statements of cash flows. In the event of a payout under our Weather Derivatives, the cash received would be classified as an operating activity in our consolidated statements of cash flows.
For information regarding our derivative instruments, see note 5.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the construction of new cable and mobile transmission and distribution facilities and the installation of new cable services. 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. We
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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. 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. 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. Capitalized internal-use software is included as a component of property and equipment. We also capitalize costs associated with the purchase of software licenses. Costs associated with software obtained in a hosting arrangement are expensed over the life of the service contract, unless we have the right to take possession of the software at any time without significant penalty and it is feasible to run the software on our own hardware or contract with another party unrelated to the vendor to host the software. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred.
Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset. Equipment under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset and is included in depreciation and amortization in our consolidated statements of operations. Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The useful lives of cable and mobile distribution systems that are undergoing a rebuild are adjusted such that property and equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the useful lives of our property and equipment, see note 8.
Additions, replacements and improvements that extend the asset life are capitalized. Repairs and maintenance are expensed as incurred.
We recognize a liability for asset retirement obligations in the period in which it is incurred if sufficient information is available to make a reasonable estimate of fair values. Asset retirement obligations primarily relate to assets placed on leased wireless towers and other premises. Asset retirement obligations of $ 46 million and $ 41 million at December 31, 2021 and 2020, respectively, are included in other long-term liabilities in our consolidated balance sheets.
Intangible Assets
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. 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.
We do not amortize our cable television franchise rights or spectrum licenses that have indefinite lives.
Spectrum licenses provide us with the exclusive right to utilize a certain radio frequency spectrum to provide wireless communications services. While spectrum licenses are issued for only a fixed time (generally, 10 years), renewals of spectrum licenses occur routinely and at nominal cost. 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. 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
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
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
recoverable. 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. 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). 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. 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.
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. In the case of goodwill, if it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. A reporting unit is an operating segment or one level below an operating segment. Goodwill impairment is recorded as the excess of a reporting unit’s carrying value over its fair value and is charged to operations as an impairment loss. With respect to other indefinite-lived intangible assets, if it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we then estimate its fair value and any excess of the carrying value over the fair value is also charged to operations as an impairment loss. For additional information regarding the fair value measurements of our property and equipment and intangible assets, see note 6. For additional information regarding impairments, see note 8.
Contract Assets
When we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. 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. 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.
Deferred Contract Costs
Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are recognized as an asset and amortized to other operating costs and expenses over the applicable period benefited, which is the longer of the contract life or the economic life of the commission. If, however, the amortization period is one year or less, we expense such costs in the period incurred. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are recognized as an expense when incurred. 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.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Deferred Revenue
We record deferred revenue when we have received payment prior to transferring goods or services to a customer. Deferred revenue primarily relates to (i) advanced payments on fixed subscription services, mobile airtime services and long-term capacity contracts and (ii) deferred installation and other upfront fees. Our aggregate current and long-term deferred revenue as of December 31, 2021 and 2020 was $ 301 million and $ 380 million, respectively. 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
Our operating leases primarily consist of (i) property leases for mobile tower locations that generally have initial terms of five to ten years with one or more renewal options, and (ii) lease commitments for (a) retail stores, offices and facilities, (b) other network assets and (c) other equipment. It is expected that in the normal course of business, operating leases that expire generally will be renewed or replaced by similar leases. For additional information regarding our leases, see note 11.
We classify leases with a term of greater than 12 months where substantially all risks and rewards incidental to ownership are retained by the third-party lessors as operating leases. We record a right-of-use asset and an operating lease liability at inception of the lease at the present value of the lease payments plus certain other payments, including variable lease payments and amounts probable of being owed by us under residual value guarantees. Payments made under operating leases, net of any incentives received from the lessors, are recognized to expense on a straight-line basis over the term of the lease. Initial direct costs incurred in negotiating and arranging operating leases are recognized to expense when incurred. Contingent rental payments are recognized to expense when incurred. 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. We derive the discount rates associated with each of our borrowing groups starting with a risk free rate, generally the U.S. Treasury Bill rate. 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. We determine the discount factor from this adjusted curve for each borrowing group.
Income Taxes
The income taxes of Liberty Latin America are presented on a standalone basis, and each tax paying entity or group within Liberty Latin America is presented on a separate return basis. Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if we believe it is more-likely-than-not that such net deferred tax assets will not be realized. Certain of our valuation allowances and tax uncertainties are associated with entities that we acquired in business combinations. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Deferred tax liabilities related to investments in foreign entities and foreign corporate joint ventures that are essentially permanent in duration are not recognized until it becomes apparent that such amounts will reverse in the foreseeable future. In order to be considered essentially permanent in duration, sufficient evidence must indicate that the foreign entity has invested or will invest its undistributed earnings indefinitely, or that earnings will be remitted in a tax-free liquidation. Interest and penalties related to income tax liabilities are included in income tax benefit or expense in our consolidated statements of operations.
For additional information regarding our income taxes, see note 15.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Foreign Currency Translation and Transactions
The reporting currency of Liberty Latin America is the U.S. dollar. The functional currency of our foreign operations is the applicable local currency for each foreign entity. Assets and liabilities of our foreign subsidiaries (including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. With the exception of certain material transactions, the amounts reported in our consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings or loss in our consolidated statements of equity. With the exception of certain material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchange rates on cash balances held in foreign currencies are separately reported in our consolidated statements of cash flows.
Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in our consolidated balance sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in our consolidated statements of operations as unrealized (based on the applicable period end exchange rates) or realized upon settlement of the transactions.
Revenue Recognition
We categorize revenue into two major categories: (i) residential revenue, which includes revenue from fixed and mobile services provided to residential customers, and (ii) B2B revenue, which includes B2B service and subsea network revenue. For additional information regarding our revenue by major category, see note 21. Our revenue recognition policies are as follows.
General . Most of our fixed and mobile residential contracts are not enforceable or do not contain substantive early termination penalties. Accordingly, revenue relating to these customers is recognized on a basis consistent with customers that are not subject to contracts. We 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.
Residential Fixed and B2B Service Revenue – Fixed Networks . We recognize revenue from video, broadband internet and fixed-line telephony services over our fixed networks to customers in the period the related residential fixed or B2B services are provided. Installation or other upfront fees related to services provided over our fixed networks are generally deferred and recognized as subscription revenue over the contractual period, or longer if the upfront fee results in a material renewal right. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis over the term of the arrangement or the expected period of performance.
We may also sell video, broadband internet and fixed-line telephony services to our customers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Arrangement consideration from bundled packages generally is allocated proportionally to the individual service based on the relative standalone price for each respective product or service.
Mobile Revenue – General. Consideration from mobile contracts is allocated to airtime services and handset sales based on the relative standalone prices of each performance obligation.
Mobile Revenue – Airtime Services. We recognize revenue from mobile services in the period the related services are provided. Payments received from prepay customers are recorded as deferred revenue prior to the commencement of services and are recognized as revenue as the services are rendered or usage rights expire.
Mobile Revenue – Handset Revenue. Arrangement consideration allocated to handsets is recognized as revenue when the goods have been transferred to the customer.
Mobile Revenue – Handset Insurance Revenue. We recognize revenue associated with handset insurance on a straight-line basis over the coverage period.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
B2B Subsea Network Revenue – Long-term Capacity Contracts. We enter into certain long-term capacity contracts with customers where the customer either pays a fixed fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time. We assess whether prepaid capacity contracts contain a significant financing component. If the financing component is significant, interest expense is accreted over the life of the contract using the effective interest method. The revenue associated with prepaid capacity contracts is deferred and generally recognized on a straight-line basis over the life of the contract. As of December 31, 2021, we have approximately $ 360 million of unfulfilled performance obligations relating to our long-term capacity contracts, primarily subsea contracts, that generally will be recognized as revenue over an average remaining life of six years .
Government Funding Revenue. 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. Virgin Islands. 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.”
Sales, Use and Other VAT . Revenue is recorded net of applicable sales, use and other value-added taxes.
Share-based Compensation
We recognize compensation expense associated with share-based incentive awards based on their grant-date fair values. 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. 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. 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. We recognize the grant-date fair value of outstanding awards as a charge to operations over the requisite service period, which is generally the vesting period, and account for forfeitures as they occur. We use the straight-line method to recognize share-based compensation expense for share-based incentive awards that do not contain a performance condition and the accelerated expense attribution method for our share-based incentive awards that contain a performance condition and vest on a graded basis.
For additional information regarding our share-based compensation, see note 17.
Earnings (Loss) per Share
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.
The details of our weighted average shares outstanding are set forth below:
Year ended December 31,
2021 2020 2019
Weighted average shares outstanding - basic and dilutive 232,609,928 195,535,301 184,369,078
We reported losses attributable to Liberty Latin America shareholders during 2021, 2020 and 2019. 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: (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
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
issuable pursuant to outstanding PSUs and PSARs of approximately 10.1 million, 1.1 million and 2.0 million, respectively. 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
Legal fees and related litigation costs are expensed as incurred .
(4) Acquisitions and Disposition
Pending Acquisitions
Claro Panama Acquisition. On September 14, 2021, we entered into a definitive agreement to acquire América Móvil’s operations in Panama in an all-cash transaction based upon an enterprise value of $ 200 million on a cash- and debt-free basis. The transaction is subject to certain customary closing conditions, including regulatory approvals, and is expected to close in the first half of 2022.
2021 Acquisitions
Telefónica Costa Rica Acquisition. 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. On August 9, 2021, we completed the acquisition of all of the outstanding shares of Telefónica Costa Rica. 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.
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):
Stated Telefónica Acquisition Agreement purchase price
$ 500.0
Preliminary working capital adjustments 37.6
Total purchase price 537.6
Opening balance sheet cash
( 17.0 )
Net cash paid for the Telefónica Costa Rica Acquisition
$ 520.6
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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. 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. 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. 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):
Current assets (a) $ 74.7
Goodwill (b) 262.0
Property and equipment 142.2
Intangible assets subject to amortization (c) 131.9
Other assets (d) 178.6
Current liabilities (e) ( 88.6 )
Long-term liabilities (f) ( 163.2 )
Total purchase price (g) $ 537.6
(a) Primarily consists of trade receivables, notes receivables related to EIP receivables, and cash.
(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. Due to the nature of the Telefónica Costa Rica Acquisition, no tax deductions related to goodwill are expected.
(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.
(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.
(e) Primarily consist of accounts payable and current operating lease obligations.
(f) Primarily consist of the non-current portion of operating lease obligations and deferred tax liabilities.
(g) Amount excludes $ 9 million of direct acquisition costs incurred during 2021. Direct acquisition costs are included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.
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.
Broadband VI, LLC Acquisition. Effective December 31, 2021, we acquired 96 % of the outstanding shares of Broadband VI, LLC for $ 33 million, the payment of which occurred in January 2022, subject to certain post-closing adjustments. Broadband VI, LLC provides fixed services to residential and business customers in the U.S. Virgin Islands and will be included in our Liberty Puerto Rico reportable segment.
2020 Acquisition
AT&T Acquisition. 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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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. We satisfied this condition in January 2021 by divesting those B2B operations for a stated sales price of $ 22 million. 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. We have reflected the assets and liabilities associated with this B2B operation as held for sale on our December 31, 2020 consolidated balance sheet.
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. 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. 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):
Stated Acquisition Agreement purchase price
$ 1,950.0
Less: Purchase price allocated to purchase of prepaid roaming services (a) ( 73.3 )
Working capital and other purchase price adjustments:
Closing adjustments (b) ( 51.7 )
Additional working capital consideration (c) 61.0
Net cash paid for the AT&T Acquisition (d) 1,886.0
Contingent purchase price consideration (e) 46.4
Accounting Purchase Price $ 1,932.4
(a) Represents the portion of the stated Acquisition Agreement purchase price that has been allocated to the purchase of prepaid roaming services. In connection with the Acquisition Agreement, AT&T agreed to give us a $ 75 million credit against certain roaming services that AT&T provides to the AT&T Acquired Entities for a seven-year period following the closing of the AT&T Acquisition. 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. 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.
(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.
(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. Virgin Islands. We expect that we will utilize these prepayments, which are reflected in income tax receivable on the consolidated balance sheet, against our future income tax liabilities. 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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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. 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. The opening balance sheet presented below reflects our final purchase price allocation (in millions):
Current assets (a) (b) $ 155.6
Goodwill (c) 196.9
Property and equipment 768.6
Intangible assets subject to amortization (d) 85.6
Intangible assets not subject to amortization (e) 1,043.0
Other assets (b) (g) 272.8
Current liabilities (f) (g) ( 67.9 )
Long-term debt and finance lease obligations ( 10.6 )
Non-current deferred tax liabilities ( 344.3 )
Other long-term liabilities (g) ( 167.3 )
Total purchase price (h) $ 1,932.4
(a) Current assets consists of trade receivables, prepaid expenses and other current assets.
(b) Current assets and other assets include $ 67 million and $ 39 million, respectively, in EIP receivables.
(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. Due to the nature of the AT&T Acquisition, no tax deductions related to goodwill have been taken.
(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.
(e) Amount represents the estimated fair value of spectrum licenses.
(f) Current liabilities include accounts payable, current portion of debt and finance lease obligations and other accrued and current liabilities.
(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.
(h) Amount excludes $ 51 million and $ 5 million of direct acquisition costs, incurred during 2020 and 2019, respectively.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Supplemental Pro Forma Information
The pro forma financial information set forth in the tables below is based on available information and assumptions that we believe are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our results of operations would have been had these acquisitions occurred on the date indicated nor should it be considered representative of our future financial condition or results of operations. The pro forma information set forth in the tables below include, as applicable, tax-effected pro forma adjustments primarily related to:
i. 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;
ii. the impact of estimated revenue and costs associated with the transition services agreement entered into in connection with the Telefónica Costa Rica Acquisition;
iii. the impact of new rate agreements associated with roaming, subsea and ethernet services stemming from the AT&T Acquisition;
iv. the alignment of accounting policies;
v. interest expense related to additional borrowings in conjunction with the AT&T Acquisition and the Telefónica Costa Rica Acquisition;
vi. depreciation expense related to acquired tangible assets;
vii. amortization expense related to acquired intangible assets; and
viii. the elimination of direct acquisition costs.
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
in millions
Revenue $ 4,964.9
Net loss attributable to Liberty Latin America shareholders $ ( 429.1 )
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:
Year ended December 31, 2020
in millions
Revenue $ 4,771.6
Net loss attributable to Liberty Latin America shareholders $ ( 556.9 )
2019 Acquisition
UTS. 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. During the third quarter of 2019, we increased our ownership interest in UTS from 87.5 % to 100 %. UTS provides fixed and mobile services to the island nations of Curaçao, St. Maarten, St. Martin, Bonaire, St. Barths, St. Eustatius and Saba. The UTS Acquisition was funded through a $ 170 million draw on the C&W Revolving Credit Facility.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
We have accounted for the UTS 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 UTS 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. A summary of the purchase price and opening balance sheet of UTS at the effective March 31, 2019 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):
Cash $ 2.7
Trade receivables 19.0
Other current assets 6.7
Property and equipment 158.4
Goodwill (a) 17.1
Intangible assets subject to amortization 24.0
Other assets 18.2
Accounts payable ( 27.9 )
Other accrued and current liabilities ( 31.9 )
Other long-term liabilities ( 18.8 )
Noncontrolling interest (b) ( 11.6 )
Total purchase price (c) $ 155.9
(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.
(b) Amount represents the aggregate fair value of the noncontrolling interest in UTS as of March 31, 2019.
(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
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
In general, we seek to enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt and (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity. 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. 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. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments in our consolidated statements of operations.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
The following table provides details of the fair values of our derivative instrument assets and liabilities:
December 31, 2021 December 31, 2020
Current (a)(b) Long-term (a)(b) Total Current (a) Long-term (a) Total
in millions
Assets:
Cross-currency and interest rate derivative contracts (c) $ 15.1 $ 25.3 $ 40.4 $ 0.7 $ 4.4 $ 5.1
Foreign currency forward contracts
0.1 — 0.1 — — —
Total $ 15.2 $ 25.3 $ 40.5 $ 0.7 $ 4.4 $ 5.1
Liabilities:
Cross-currency and interest rate derivative contracts (c) $ 33.3 $ 62.1 $ 95.4 $ 71.4 $ 403.0 $ 474.4
Foreign currency forward contracts
5.8 — 5.8 18.8 — 18.8
Total $ 39.1 $ 62.1 $ 101.2 $ 90.2 $ 403.0 $ 493.2
(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.
(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. For information regarding the pending formation of the Chile JV and the held for sale presentation of the Chile JV Entities, see note 9.
(c) We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 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.
The derivative assets set forth in the table above exclude our Weather Derivatives, as they are not accounted for at fair value.
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Year ended December 31,
2021 2020 2019
in millions
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
Weather Derivatives ( 27.1 ) ( 16.3 ) ( 5.6 )
Total $ 564.1 $ ( 352.7 ) $ ( 17.2 )
(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. Included in the 2021 credit risk valuation adjustment is a net loss of $ 30 million related to the Chile JV Entities. 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. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our consolidated statements of operations.
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December 31, 2021, 2020 and 2019
(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. 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:
Year ended December 31,
2021 2020 2019
in millions
Operating activities $ ( 94.5 ) $ ( 50.1 ) $ 11.2
Investing activities ( 1.2 ) 7.4 6.5
Financing activities (a) ( 43.0 ) 182.5 ( 0.3 )
Total $ ( 138.7 ) $ 139.8 $ 17.4
(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. The 2020 amount is primarily related to the settlement of certain cross-currency interest rate swaps at VTR. For additional information regarding our debt refinancing activity, see note 10.
Counterparty Credit Risk
We are exposed to the risk that the counterparties to the derivative instruments of our borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral has not been posted by either party under the derivative instruments of our borrowing groups. At December 31, 2021, our exposure to counterparty credit risk resulting from our net derivative position was not material.
Each of our borrowing groups has entered into derivative instruments under agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements under each of these master agreements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.
Details of our Derivative Instruments
Cross-currency Derivative Contracts
As noted above, we are exposed to foreign currency exchange rate risk in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to service, repay or refinance such debt. Although we generally seek to match the denomination of our borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). 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. 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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Interest Rate Derivative Contracts
Interest Rate Swaps
As noted above, we enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at December 31, 2021:
Borrowing group Notional amount due from counterparty Weighted average remaining life
in millions in years
C&W (a)
$ 3,115.0 6.0
Liberty Puerto Rico $ 500.0 10.0
Costa Rica (b) $ 276.7 2.0
(a) Includes forward-starting derivative instruments and, on certain interest rate swaps, an embedded floor of 0 %.
(b) Includes an embedded floor of 0.75 %.
Basis Swaps
Basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our basis swap contracts at December 31, 2021:
Borrowing group Notional amount due from counterparty Weighted average remaining life
in millions in years
C&W (a) $ 2,100.0 1.5
Liberty Puerto Rico (a) $ 620.0 1.5
(a) Includes forward-starting derivative instruments.
Foreign Currency Forwards Contracts
We enter into foreign currency forward contracts with respect to non-functional currency exposure. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our foreign currency forwards contracts at December 31, 2021:
Notional amount due from counterparty Notional amount due
to counterparty Weighted average remaining life
in millions in years
LLA UK Holding Limited (a) CLP 73,000.0 $ 88.1 0.7
Costa Rica borrowing group $ 14.0 CRC 8,953.1 0.1
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
(a) Foreign currency forward contract entered into in connection with the Chile JV transaction, as discussed further in note 9.
Interest Rate Floors
Interest rate floors provide protection against interest rates falling below a pre-set level. 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. 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.
Interest Rate Caps
Interest rate caps provide protection against interest rates rising above a pre-set level. 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. 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.
(6) Fair Value Measurements
General
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. Government Gilts. 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.
U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of our Level 3 inputs (non-interest rate curves and credit spreads) are obtained from pricing services. These inputs, or interpolations or extrapolations thereof, are used in our internal models to calculate, among other items, yield curves, forward interest and currency rates and weighted average cost of capital rates. In the normal course of business, we receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessments to our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our internal valuations.
Recurring Fair Value Measurements
Derivatives
In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 5. The recurring fair value measurements of these derivative instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these derivative instruments. This observable data mostly includes interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. Our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy. Our credit risk valuation adjustments with respect to our interest rate and cross-currency derivative contracts are quantified and further explained in note 5.
Nonrecurring Fair Value Measurements
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
As further described and defined in note 10, our Convertible Notes include a Conversion Option that we bifurcated from the Convertible Notes and recorded at fair value upon issuance as an equity component in our 2019 consolidated statement of equity. The fair value of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature, which was established using the present value of cash flows associated with such instrument based on a 5-year tenor and an estimated yield rate of 7 %, which is a Level 2 input. The fair value of the equity component was determined by deducting the fair value of the liability component from the proceeds received on issuance of the Convertible Notes.
Acquisition Accounting
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 . 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. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology for customer relationship intangible assets requires us to estimate the specific cash flows expected from the acquired customer relationships, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationships, contributory asset charges and other factors.
• Spectrum intangible assets. 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.
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. 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. 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 %.
For information related to the status of valuation work associated with assets acquired in connection with our business acquisitions, see note 4.
Impairment Assessments
The nonrecurring valuations associated with impairment assessments, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of reporting units for the purpose of
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December 31, 2021, 2020 and 2019
testing for goodwill impairment. Unless a reporting unit has a readily determinable fair value, we estimate the fair value of the reporting unit using either a market-based or income-based approach.
Goodwill
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. Under this approach, we utilized a discounted cash flow model as the valuation technique to estimate the fair values of the reporting units from a market participant’s perspective. This approach uses certain inputs and assumptions that require estimates and judgments, including forecasted cash flows and appropriate discount rates. Forecasts of future cash flows are largely based on our assumptions using Level 3 inputs, which we consider to be consistent with a market participant’s approach. We used the weighted-average cost of capital for each reporting unit as the basis for the discount rate to establish the present value of the expected cash flows for the respective reporting unit. The inputs for our weighted average cost of capital calculations include Level 2 and Level 3 inputs, generally derived from third-party pricing services. 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
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. We used an income approach to determine the estimated fair values of these reporting units. 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. 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.”
For additional information regarding goodwill impairment charges resulting from these impairment analyses, see note 8.
Other
During 2021, we recorded a $ 41 million impairment charge in connection with an impairment assessment of a cost basis investment.
(7) Insurance Recoveries
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. 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. 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.
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December 31, 2021, 2020 and 2019
(8) Long-lived Assets
Impairment Charges
The following table sets forth the details of our impairment charges:
C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Total
in millions
Year ended December 31, 2021:
Goodwill $ 605.1 $ — $ — $ — $ — $ 605.1
Property and equipment and other 2.6 — 0.2 1.3 — 4.1
Total impairment charges $ 607.7 $ — $ 0.2 $ 1.3 $ — $ 609.2
Year ended December 31, 2020:
Goodwill $ 99.0 $ 173.6 $ — $ — $ — $ 272.6
Property and equipment and other 1.9 — 1.5 1.6 0.1 5.1
Total impairment charges $ 100.9 $ 173.6 $ 1.5 $ 1.6 $ 0.1 $ 277.7
Year ended December 31, 2019:
Goodwill $ — $ 185.3 $ — $ — $ — $ 185.3
Property and equipment and other 19.2 — — 0.3 — 19.5
Total impairment charges $ 19.2 $ 185.3 $ — $ 0.3 $ — $ 204.8
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. During our 2021 annual goodwill impairment test, we concluded a $ 605 million impairment was necessary at our C&W Caribbean and Networks segment. 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.
COVID-19 . 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. 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.
C&W Panama . 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. The accumulation of prepaid mobile subscriber losses, together with associated adverse impacts to average monthly subscription revenue per mobile subscriber, negatively impacted the actual results during these periods and the then expected future financial performance of the Panamanian reporting unit, resulting in the impairments during 2019 and 2020.
Hurricane Dorian. 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. Based on
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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.
Goodwill
Changes in the carrying amount of our goodwill during 2021 are set forth below:
January 1, 2021 Acquisitions
and related
adjustments Reclassification to assets held for sale (a) Foreign currency translation
adjustments and other Impairments December 31, 2021
in millions
C&W Caribbean and Networks $ 3,112.0 $ — $ — $ ( 73.0 ) $ ( 605.1 ) $ 2,433.9
C&W Panama 617.1 — — — — 617.1
Liberty Puerto Rico 629.9 ( 131.6 ) — — — 498.3
VTR 374.6 — ( 313.0 ) ( 61.6 ) — —
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
(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. 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:
January 1, 2020 Acquisitions and related adjustments Foreign
currency
translation
adjustments
and other Impairments (a) December 31,
2020
in millions
C&W Caribbean and Networks $ 3,316.7 $ ( 12.0 ) $ ( 93.7 ) $ ( 99.0 ) $ 3,112.0
C&W Panama 790.7 — — ( 173.6 ) 617.1
Liberty Puerto Rico 277.7 352.2 — — 629.9
VTR 354.7 — 19.9 — 374.6
Costa Rica 163.4 — ( 11.5 ) — 151.9
Total $ 4,903.2 $ 340.2 $ ( 85.3 ) $ ( 272.6 ) $ 4,885.5
(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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
Estimated useful
life at
December 31, 2021 December 31,
2021 (a) 2020
in millions
Distribution systems 3 to 25 years
$ 4,208.8 $ 5,074.7
Customer premises equipment 3 to 5 years
893.7 1,423.5
Support equipment, buildings and land 3 to 40 years
1,641.6 1,654.3
6,744.1 8,152.5
Accumulated depreciation ( 2,575.7 ) ( 3,401.1 )
Net carrying amount $ 4,168.4 $ 4,751.4
(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.
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization, which had estimated useful lives ranging from four to 25 years at December 31, 2021, are set forth below:
December 31,
2021 2020
in millions
Gross carrying amount:
Customer relationships $ 1,527.6 $ 1,554.8
Licenses and other (a) 220.2 159.4
Total gross carrying amount 1,747.8 1,714.2
Accumulated amortization:
Customer relationships ( 905.4 ) ( 813.0 )
Licenses and other ( 53.8 ) ( 42.3 )
Total accumulated amortization ( 959.2 ) ( 855.3 )
Net carrying amount $ 788.6 $ 858.9
(a) The 2021 amount includes an estimated $ 65 million of spectrum licenses attributable to the Telefónica Costa Rica Acquisition. 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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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):
2022 $ 164.3
2023 157.4
2024 120.9
2025 81.6
2026 55.3
Thereafter 209.1
Total $ 788.6
Intangible Assets Not Subject to Amortization
The details of our intangible assets not subject to amortization are set forth below:
December 31,
2021 (a) 2020
in millions
Spectrum licenses (b) $ 1,050.9 $ 909.7
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
(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.
(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.
(9) Assets Held for Sale
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. 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.
In connection with this transaction, we will make a balancing payment to América Móvil of CLP 73 billion ($ 0.1 billion equivalent). 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. Following completion of the transaction, we expect to account for our 50 % interest in the Chile JV as an equity method investment.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Effective with the agreement to form the Chile JV, we began accounting for the Chile JV Entities as held for sale. Accordingly, we ceased to depreciate the long-lived assets and amortization or right of use assets of the Chile JV Entities. 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. 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):
Assets:
Cash and cash equivalents (a) $ 109.7
Other current assets, net (b) 132.6
Property and equipment, net 686.0
Goodwill 313.0
Other assets, net (b) 327.4
Total assets $ 1,568.7
Liabilities:
Current portion of debt $ 82.2
Other accrued and current liabilities (c) 294.2
Long-term debt 1,416.8
Other long-term liabilities (c) 60.9
Total liabilities $ 1,854.1
(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.
(b) Other current assets, net, and other assets, net, include $ 27 million and $ 277 million, respectively, related to derivative assets.
(c) Other accrued and current liabilities and other long-term liabilities include $ 16 million and $ 2 million, respectively, related to derivative liabilities.
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.
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December 31, 2021, 2020 and 2019
(10) Debt and Finance Lease Obligations
The U.S. dollar equivalents of the components of our debt are as follows:
December 31, 2021 Estimated fair value (c) Principal amount
Weighted
average
interest
rate (a) Unused borrowing capacity (b)
Borrowing currency US $ equivalent December 31, December 31,
2021 2020 2021 2020
in millions
Convertible Notes (d)
2.00 % $ — $ — $ 396.5 $ 381.8 $ 402.5 $ 402.5
C&W Notes
6.55 % — — 1,774.3 2,435.8 1,715.0 2,270.0
C&W Credit Facilities
2.90 % (e) 779.3 2,422.7 1,834.7 2,451.3 1,856.2
LPR Senior Secured Notes
6.08 % — — 2,058.1 1,389.4 1,981.0 1,290.0
LPR Credit Facilities
3.85 % $ 172.5 172.5 623.1 1,002.5 620.0 1,000.0
VTR debt (f) — % — — — 1,483.5 — 1,394.5
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
The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations:
December 31,
2021 2020
in millions
Total debt before premiums, discounts and deferred financing costs
$ 7,678.3 $ 8,500.9
Premiums, discounts and deferred financing costs, net (d)
( 120.0 ) ( 157.1 )
Total carrying amount of debt
7,558.3 8,343.8
Finance lease obligations
7.6 13.4
Total debt and finance lease obligations
7,565.9 8,357.2
Less: Current maturities of debt and finance lease obligations
( 106.3 ) ( 161.9 )
Long-term debt and finance lease obligations
$ 7,459.6 $ 8,195.3
(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. 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. 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
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December 31, 2021, 2020 and 2019
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.
(c) The estimated fair values of our debt instruments are determined using the applicable bid prices (mostly Level 1 of the fair value hierarchy) or from quoted prices for similar instruments in active markets adjusted for the estimated credit spreads of the applicable entity, to the extent available, and other relevant factors (Level 2 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 6.
(d) The interest rate reflects the stated rate of the Convertible Notes. The effective interest rate of the Convertible Notes is 6.7 %, which considers the impact of the discount recorded in connection with the Conversion Option, as further described below.
(e) The C&W Credit Facilities unused borrowing capacity comprise certain U.S. dollar, Trinidad & Tobago dollar and JMD revolving credit facilities. For further information, see C&W Credit Facilities below.
(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. For information regarding the pending formation of the Chile JV and the held-for-sale presentation of the Chile JV Entities, see note 9.
(g) The Costa Rica Credit Facilities comprise certain CRC and U.S. dollar term loans and a U.S. dollar revolving credit facility. 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. These obligations are generally due within one year and include VAT that were paid on our behalf by the vendor. 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
At December 31, 2021, all of our outstanding debt had been incurred by one of our four primary “borrowing groups”: C&W, Liberty Puerto Rico, VTR and Costa Rica, except for our Convertible Notes (as described below). 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. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial institutions. Each of these credit facilities contain certain covenants, the more notable of which are as follows:
•. Our credit facilities contain certain net leverage ratios, as specified in the relevant credit facility, which are required to be complied with on an incurrence and/or maintenance basis;
•. Our credit facilities contain certain restrictions which, among other things, restrict the ability of the entities of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets, in each case, subject to certain customary and agreed exceptions, and (iv) make certain restricted payments to their direct and/or indirect parent companies through dividends, loans or other distributions, subject to compliance with applicable covenants;
•. 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;
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
•. 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;
•. Our credit facilities require entities of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed exceptions; and
•. In addition to customary default provisions, our credit facilities generally include certain cross-default and cross-acceleration provisions with respect to other indebtedness of entities of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreed exceptions.
Senior and Senior Secured Notes. 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. In addition, the indentures governing our senior and senior secured notes contain certain covenants, the more notable of which are as follows:
•. Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of the issuer or certain other members of the relevant borrowing group, over agreed minimum thresholds (as specified under the applicable indenture), is an event of default under the respective notes;
•. Our notes contain certain restrictions that, among other things, restrict the ability of the entities of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets, in each case, subject to certain customary and agreed exceptions and (iv) make certain restricted payments to its direct and/or indirect parent companies through dividends, loans or other distributions, subject to compliance with applicable covenants; and
•. If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must offer to repurchase the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the relevant notes at a redemption price of 101 %.
Liberty Latin America – Convertible Notes
In June 2019, Liberty Latin America issued $ 403 million principal amount of 2.0 % convertible senior notes (the Convertible Notes ) due July 15, 2024. Interest on the Convertible Notes is payable semi-annually on January 15 and July 15. The Convertible Notes are general unsecured obligations of the Company and are structurally subordinated to all the debt and other liabilities of our subsidiaries.
Conversion Rights. Subject to certain conditions, and adjustments if certain events occur (as specified in the indenture governing the Convertible Notes), including the Rights Offering (as discussed further below), as of December 31, 2021, the Convertible Notes may be converted at a conversion rate equal to 48.4315 Class C common shares per $1,000 principal amount of the Convertible Notes (equivalent to a conversion price of approximately $ 20.65 per Class C common share), the “ Conversion Option ”. 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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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. 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:
•. during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our Class C common shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the applicable conversion price of the Convertible Notes on each applicable trading day;
•. during the five consecutive business day period immediately after any five consecutive trading day period (the “measurement period”), in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of that measurement period was less than 98 % of the product of the last reported sale price of our Class C common shares and the conversion rate on each such trading day;
•. if we give notice of redemption, as described below; or
•. upon the occurrence of specified corporate transactions.
On and after January 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert their notes at any time, regardless of the foregoing circumstances.
We determined the Conversion Option should be bifurcated from the debt host instrument (the Convertible Notes) and accounted for as a separate financial instrument that qualifies for equity classification. 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. 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.
Redemption Rights. Other than a redemption for a change in certain tax laws, we may not redeem the Convertible Notes prior to July 19, 2022. On or after July 19, 2022 but prior to the 85 th scheduled trading day immediately preceding July 15, 2024, we may redeem all or a portion of the notes for cash, if the last reported sale price of our Class C common shares has been at least 130 % of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption and (ii) the trading day immediately preceding the date we provide such notice .
Other. If a fundamental change (as defined in the indenture) occurs, holders of the Convertible Notes may require the Company to repurchase all or a portion of their notes for cash at a price equal to 100 % of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. 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.
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.
Borrowing Group – Outstanding Debt Instruments
C&W Notes
C&W Borrowing Group Refinancing Transactions . 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
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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 ). 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. The terms and conditions applicable to the 2026 C&W Senior Notes and the 2027 C&W Senior Notes otherwise remained substantively unchanged. 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:
Outstanding
principal amount
C&W Notes Maturity Interest
rate Borrowing
currency U.S. $ equivalent Carrying
value (a)
in millions
2027 C&W Senior Secured Notes September 7, 2027 5.750 % $ 495.0 $ 495.0 $ 494.0
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
(a) Amounts are inclusive or net of original issue premiums and deferred financing costs, as applicable.
Redemption Rights. The C&W Notes are subject to certain redemption rights (as specified in the applicable indenture). 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
2027 C&W Senior Notes 2027 C&W Senior Secured Notes
12-month period commencing: September 15 September 7
2022 103.438 % 102.875 %
2023 101.719 % 101.438 %
2024 100.859 % 100.000 %
2025 and thereafter 100.000 % 100.000 %
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
C&W Credit Facilities
The C&W Credit Facilities are the senior secured credit facilities of certain subsidiaries of C&W. The details of our borrowings under the C&W Credit Facilities as of December 31, 2021 are summarized in the following table:
Unused borrowing capacity Outstanding principal amount
C&W Credit Facilities
Maturity Interest rate Borrowing currency US $ equivalent Borrowing currency US $ equivalent Carrying
value (a)
in millions
C&W Revolving Credit Facility (b) January 30, 2027 LIBOR + 3.25 %
$ 630.0 $ 630.0 $ — $ — $ —
C&W Term Loan B-5 Facility January 31, 2028 LIBOR + 2.25 % (c)
$ — — $ 1,510.0 1,510.0 1,494.7
C&W Term Loan B-6 Facility October 15, 2029 LIBOR + 3.0 % (c)
$ — — $ 590.0 590.0 579.7
C&W Regional Facilities various dates ranging from 2022 to 2038 4.74 % (d)
(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.
(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.
(c) Subject to a LIBOR floor of 0 basis points.
(d) Represents a weighted average rate for all C&W Regional Facilities.
(e) The unused borrowing capacity on the C&W Regional Facilities comprise certain U.S. dollar, Trinidad & Tobago dollar and JMD denominated revolving credit facilities.
(f) The outstanding principal amount on the C&W Regional Facilities comprise certain U.S. dollar, JMD and East Caribbean dollar denominated credit facilities.
LPR Senior Secured Notes
The details of the outstanding LPR Senior Secured Notes as of December 31, 2021 are summarized in the following table:
Outstanding
principal amount
LPR Senior Secured Notes Maturity Interest
rate Borrowing
currency U.S. $ equivalent Carrying
value (a)
in millions
2027 LPR Senior Secured Notes (b) October 15, 2027 6.750 % $ 1,161.0 $ 1,161.0 $ 1,142.4
2029 LPR Senior Secured Notes (b) July 15, 2029 5.125 % $ 820.0 820.0 803.8
Total $ 1,981.0 $ 1,946.2
(a) Amounts are inclusive or net of original issue premiums and deferred financing costs, as applicable.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
(b) The 2027 LPR Senior Secured Notes and 2029 LPR Senior Secured Notes were issued by LCPR Senior Secured Financing. 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. LCPR Senior Secured Financing was created for the primary purpose of facilitating the issuance of certain debt offerings.
Redemption Rights. The LPR Senior Secured Notes are subject to certain redemption rights (as specified in the applicable indenture). 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
2027 LPR Senior Secured Notes 2029 LPR Senior Secured Notes
12-month period commencing: October 15 July 15
2022 103.375 % N.A.
2023 101.688 % N.A.
2024 100.000 % 102.563 %
2025 100.000 % 101.281 %
2026 and thereafter 100.000 % 100.000 %
LPR Credit Facilities
The LPR Credit Facilities are the senior secured credit facilities of Liberty Puerto Rico. The details of our borrowings under the LPR Credit Facilities as of December 31, 2021 are summarized in the following table:
LPR Credit Facilities Maturity Interest rate Unused
borrowing
capacity Outstanding principal amount Carrying
value
in millions
LPR Revolving Credit Facility (a) (b) March 15, 2027 LIBOR + 3.50 %
$ 172.5 $ — $ —
2028 LPR Term Loan October 15, 2028 LIBOR + 3.75 %
— 620.0 620.0
Total $ 172.5 $ 620.0 $ 620.0
(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.
(b) The LPR Revolving Credit Facility has a fee on unused commitments of 0.5 % per year.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Costa Rica Credit Facilities
The details of the Costa Rica Credit Facilities as of December 31, 2021 are summarized in the following table:
Unused borrowing capacity Outstanding principal
Costa Rica Credit Facilities Maturity Interest rate Borrowing currency U.S. $ equivalent Borrowing currency U.S. $ equivalent Carrying value (a)
in millions
Cabletica Term Loan B-1 Facility (b) LIBOR + 5.50 % (c)
$ — $ — $ 276.7 $ 276.7 $ 270.1
Cabletica Term Loan B-2 Facility (b) TBP + 6.75 %
CRC — — CRC 79,635.2 124.0 122.0
Cabletica Revolving Credit Facility (d) August 1, 2024 LIBOR + 4.25 %
$ 7.0 7.0 $ 8.0 8.0 8.0
Total $ 7.0 $ 408.7 $ 400.1
(a) Amounts are net of deferred financing costs.
(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.
(d) The Cabletica Revolving Credit Facility has a fee on unused commitments of 1.70 % per year.
Financing and Refinancing Activity
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. 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.
Borrowings during 2021, including activity related to the Chile JV Entities, are as follows:
Borrowing group Borrowing Non-cash component
Instrument Issued at Borrowing currency USD equivalent
in millions
C&W C&W Term Loan B-6 Facility 99.25 % $ 590.0 $ 590.0 $ 555.0
C&W C&W Revolving Credit Facility N/A (a) $ —
Liberty Puerto Rico 2029 LPR Senior Secured Notes 100 % $ 820.0 $ 820.0 $ 500.0
Liberty Puerto Rico 2028 LPR Term Loan 100 % $ 620.0 $ 620.0 $ 500.0
Liberty Puerto Rico LPR Revolving Credit Facility N/A (b) $ —
VTR 2029 VTR Senior Secured Notes 100 % $ 410.0 $ 410.0 $ 60.0
VTR VTR RCF – A N/A $ — $ — $ —
Costa Rica (c) Cabletica Term Loan B-1 Facility 100 % $ 227.5 $ 227.5 $ —
Costa Rica (c) Cabletica Term Loan B-2 Facility 100 % CRC 36,457.9 $ 58.8 N/A $ —
(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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
(b) Total commitments under the LPR Revolving Credit Facility were increased by $ 48 million during 2021.
(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.
Borrowings during 2020 are as follows:
Borrowing group Issued at Borrowing Non-cash component
Instrument Borrowing currency USD equivalent
in millions
C&W C&W Term Loan B-5 Facility N/A $ 1,510.0 $ 1,510.0 $ 1,510.0
C&W 2027 C&W Senior Secured Notes Add-on 106 % $ 150.0 $ 150.0 $ 130.0
C&W C&W Revolving Credit Facility N/A $ 312.5 $ 312.5 $ —
VTR 2028 VTR Senior Secured Notes 100 % $ 600.0 $ 600.0 $ —
VTR 2028 VTR Senior Notes 100 % $ 550.0 $ 550.0 $ 550.0
VTR VTR RCF – B N/A $ 92.0 $ 92.0 $ —
Liberty Puerto Rico 2027 LPR Senior Secured Notes Add-on 102.5 % $ 90.0 $ 90.0 $ —
Liberty Puerto Rico LPR Revolving Credit Facility N/A $ 62.5 $ 62.5 $ —
Borrowings during 2019 are as follows:
Borrowing group Issued at Borrowing Non-cash component (a)
Instrument Borrowing currency USD equivalent
in millions
Liberty Latin America Convertible Notes 100 % $ 402.5 $ 402.5 $ —
C&W 2027 C&W Senior Secured Notes 99.195 % $ 400.0 $ 400.0 $ —
C&W 2027 C&W Senior Notes Add-on A 99.205 % $ 300.0 $ 300.0 $ —
C&W 2027 C&W Senior Notes Add-on B 103.625 % $ 220.0 $ 220.0 $ —
C&W C&W Revolving Credit Facility 100 % $ 170.0 $ 170.0 $ —
Liberty Puerto Rico 2027 LPR Senior Secured Notes 100 % $ 1,200.0 $ 1,200.0 $ —
Liberty Puerto Rico 2026 SPV Credit Facility 99 % $ 1,000.0 $ 1,000.0 $ 922.5
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
During 2021, we made repayments on the following debt instruments, including repayments related to the Chile JV Entities:
Borrowing group Redemption price Principal amount repaid Non-cash component Loss on debt extinguishment
Instrument Borrowing currency USD equivalent (a)
in millions
C&W 2026 C&W Senior Notes 103.75 % $ 500.0 $ 500.0 $ 500.0 $ 24.3
C&W 2027 C&W Senior Secured Notes 103 % $ 55.0 $ 55.0 $ 55.0 $ 1.7
Liberty Puerto Rico 2026 SPV Credit Facility 100 % $ 1,000.0 $ 1,000.0 $ 1,000.0 $ 14.3
Liberty Puerto Rico 2027 LPR Senior Secured Notes 103 % $ 129.0 $ 129.0 $ — $ 6.0
VTR 2028 VTR Senior Secured Notes 103 % $ 120.0 $ 120.0 $ 60.0 $ 4.0
VTR VTR TLB-1 Facility 100 % CLP 140,900.0 $ 196.4 $ — $ 5.6
VTR VTR TLB-2 Facility 100 % CLP 33,100.0 $ 46.1 $ — $ 1.3
(a) Translated at the transaction date, if applicable.
During 2020, we made repayments on the following debt instruments:
Borrowing group Redemption price Principal amount repaid Non-cash component Loss on debt extinguishment
Instrument Borrowing currency USD equivalent (a)
in millions
C&W C&W Term Loan B-4 Facility 100 % $ 1,640.0 $ 1,640.0 $ 1,640.0 $ 3.4
C&W C&W Revolving Credit Facility N/A $ 312.5 $ 312.5 $ — $ —
VTR VTR Finance Senior Notes 100 % $ 1,260.0 $ 1,260.0 $ 550.0 $ 41.7
VTR VTR RCF – B N/A $ 92.0 $ 92.0 $ — $ —
Liberty Puerto Rico LPR Revolving Credit Facility N/A $ 62.5 $ 62.5 $ — $ —
(a) Translated at the transaction date, if applicable.
During 2019, we made repayments on the following debt instruments:
Borrowing group Redemption price Principal amount repaid Non-cash component Loss on debt extinguishment
Instrument Borrowing currency USD equivalent (a)
in millions
C&W 2019 C&W Senior Notes 100 % £ 91.0 $ 120.0 $ — $ —
C&W 2022 C&W Senior Notes 105.156 % $ 265.0 $ 265.0 $ — $ 8.8
C&W 2022 C&W Senior Notes 103.438 % $ 210.0 $ 210.0 $ — $ 4.2
C&W C&W Term Loan B-4 Facility 100 % $ 235.0 $ 235.0 $ — $ 0.6
C&W C&W Revolving Credit Facility N/A $ 170.0 $ 170.0 $ — $ 6.9
Liberty Puerto Rico LPR Bank Facility (b) 100 % $ 942.5 $ 942.5 $ 922.5 $ —
(a) Translated at the transaction date, if applicable.
(b) The LPR Bank Facility represents then outstanding term loans of $ 850 million and $ 92.5 million.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Maturities of Debt
Maturities of our debt as of December 31, 2021 are presented below. 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.
C&W Liberty Puerto Rico Costa Rica Liberty Latin America (a) Consolidated
in millions
Years ending December 31:
2022 $ 104.9 $ — $ — $ 0.5 $ 105.4
2023 116.2 — — 0.6 116.8
2024 68.9 — 408.7 402.8 880.4
2025 146.2 — — — 146.2
2026 0.6 — — — 0.6
Thereafter 3,827.9 2,601.0 — — 6,428.9
Total debt maturities 4,264.7 2,601.0 408.7 403.9 7,678.3
Premiums, discounts and deferred financing costs, net
( 31.8 ) ( 34.8 ) ( 8.6 ) ( 44.8 ) ( 120.0 )
Total debt $ 4,232.9 $ 2,566.2 $ 400.1 $ 359.1 $ 7,558.3
Current portion $ 104.9 $ — $ — $ 0.5 $ 105.4
Noncurrent portion $ 4,128.0 $ 2,566.2 $ 400.1 $ 358.6 $ 7,452.9
(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.
Subsequent Event
In January 2022, CWP entered into the CWP Credit Facilities. The 2028 CWP Term Loan A will be used to refinance certain existing term debt of CWP. 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. The 2027 CWP Revolving Credit Facility has a fee on unused commitments of 0.50 %.
(11) Leases
The following table provides details of our operating lease expense:
Year ended December 31,
2021 2020 2019
in millions
Operating lease expense:
Operating lease cost
$ 93.1 $ 52.8 $ 45.7
Short-term lease cost
21.0 13.5 10.4
Total operating lease expense
$ 114.1 $ 66.3 $ 56.1
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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Certain other details of our operating leases are set forth in the tables below.
December 31,
2021 2020
in millions
Operating lease right-of-use assets $ 441.0 $ 328.6
Operating lease liabilities:
Current $ 82.0 $ 63.2
Noncurrent 371.0 269.7
Total operating lease liabilities $ 453.0 $ 332.9
Weighted-average remaining lease term
7.5 years 7.2 years
Weighted-average discount rate
6.2 % 5.6 %
Year ended December 31,
2021 2020 2019
in millions
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
(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. 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. dollar equivalents (in millions) based on December 31, 2021 exchange rates.
Years ending December 31:
2022 $ 96.4
2023 84.9
2024 75.9
2025 68.0
2026 58.3
Thereafter 184.6
Total operating lease liabilities on an undiscounted basis
568.1
Present value discount ( 115.1 )
Present value of operating lease liabilities
$ 453.0
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
(12) Restructuring Liabilities
Our restructuring charges during 2021, 2020 and 2019 primarily relate to reorganization programs at C&W Caribbean and Networks, VTR and C&W Panama. Current and noncurrent restructuring liabilities are included in other accrued and current liabilities and other long-term liabilities, respectively, in our consolidated balance sheets.
A summary of changes in our restructuring liabilities during 2021, 2020 and 2019 is set forth in the tables below:
Employee
severance
and
termination Contract termination and other Total
in millions
Restructuring liability as of January 1, 2021 $ 3.6 $ 16.6 $ 20.2
Restructuring charges 35.1 8.2 43.3
Cash paid ( 25.4 ) ( 10.6 ) ( 36.0 )
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 )
Restructuring liability as of December 31, 2021 $ 12.6 $ 2.6 $ 15.2
Current portion $ 6.7 $ 1.6 $ 8.3
Noncurrent portion 5.9 1.0 6.9
Total $ 12.6 $ 2.6 $ 15.2
(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.
Employee
severance
and
termination Contract termination and other Total
in millions
Restructuring liability as of January 1, 2020 $ 19.0 $ 13.3 $ 32.3
Restructuring charges 13.2 11.6 24.8
UTS liabilities at acquisition date (a) 2.1 — 2.1
Cash paid ( 25.7 ) ( 10.4 ) ( 36.1 )
Foreign currency translation adjustments ( 5.0 ) 2.1 ( 2.9 )
Restructuring liability as of December 31, 2020 $ 3.6 $ 16.6 $ 20.2
Current portion $ 3.6 $ 14.3 $ 17.9
Noncurrent portion — 2.3 2.3
Total $ 3.6 $ 16.6 $ 20.2
(a) Represents an adjustment related to the completion of our purchase price accounting for the UTS Acquisition.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Employee
severance
and
termination Contract termination and other Total
in millions
Restructuring liability as of January 1, 2019 $ 7.6 $ 18.0 $ 25.6
Restructuring charges 30.9 9.3 40.2
UTS liabilities at acquisition date 8.3 — 8.3
Cash paid ( 27.6 ) ( 13.0 ) ( 40.6 )
Foreign currency translation adjustments ( 0.2 ) ( 1.0 ) ( 1.2 )
Restructuring liability as of December 31, 2019 $ 19.0 $ 13.3 $ 32.3
( 13 ) Programming and Other Direct Costs of Services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, and other direct costs related to our operations.
Our programming and other direct costs of services by major category are set forth below.
Year ended December 31,
2021 2020 2019
in millions
Programming and copyright $ 441.4 $ 389.3 $ 404.8
Interconnect 329.8 257.6 280.0
Equipment and other (a) 418.8 199.1 193.0
Total programming and other direct costs $ 1,190.0 $ 846.0 $ 877.8
(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
Other operating costs and expenses set forth in the table below comprise the following cost categories:
• Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;
• Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;
• Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;
• Commercial, which primarily includes sales and marketing costs, such as advertising, commissions and other sales and marketing-related costs, and customer care costs related to outsourced call centers;
• Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, franchise-related fees, bank fees, insurance, vehicle-related, travel and entertainment and other operating-related costs; and
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
• 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:
Year ended December 31,
2021 2020 2019
in millions
Personnel and contract labor $ 575.1 $ 483.6 $ 500.4
Network-related 318.9 261.4 264.4
Service-related 196.5 161.7 149.9
Commercial 229.4 168.1 172.6
Facility, provision, franchise and other 460.1 359.1 360.5
Share-based compensation expense 118.1 97.5 57.5
Total other operating costs and expenses $ 1,898.1 $ 1,531.4 $ 1,505.3
(15) Income Taxes
On July 11, 2017, Liberty Latin America was formed as a corporation in Bermuda where a Tax Assurance Certificate has been granted to guarantee that any imposition of income or other taxes will not be applicable to Liberty Latin America through March 31, 2035. Accordingly, Liberty Latin America does not file a primary corporate income tax return in Bermuda, although various subsidiaries in other jurisdictions are taxable operations and file income tax returns in their respective jurisdictions. The income taxes of Liberty Latin America are presented on a standalone basis, and each tax paying entity or group within Liberty Latin America is presented on a separate return basis, unless a combined or consolidated tax return regime is permitted.
We maintain a tax sharing agreement with Liberty Global (the Tax Sharing Agreement ) that became effective upon consummation of the Split-Off. The Tax Sharing Agreement governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters. Pursuant to the Tax Sharing Agreement, tax liabilities and benefits relating to taxable periods before and after the Split-Off will be computed and apportioned between Liberty Latin America and Liberty Global, and responsibility for payment of those tax liabilities (including any taxes attributable to the Split-Off and related internal restructurings) and use of those tax benefits, will be allocated between Liberty Latin America and Liberty Global. Furthermore, the Tax Sharing Agreement sets forth the rights of Liberty Latin America and Liberty Global with respect to the preparation and filing of tax returns, the handling of audits or other tax proceedings and assistance and cooperation and other matters, in each case, for taxable periods ending on or before or that otherwise include the date of the Split-Off.
The components of our loss before income taxes are as follows:
Year ended December 31,
2021 2020 2019
in millions
Domestic (a) $ ( 85.7 ) $ ( 67.3 ) $ ( 46.0 )
Foreign (b) (c) ( 214.9 ) ( 764.4 ) ( 262.6 )
Total $ ( 300.6 ) $ ( 831.7 ) $ ( 308.6 )
(a) Liberty Latin America is considered a stand-alone Bermuda entity.
(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. Amounts for the year ended December 31, 2020, include impairment charges of $ 177 million and $ 99 million
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
at our C&W Panama and C&W Caribbean and Networks reporting units. 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.
(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. Virgin Islands, the U.K. and the U.S. 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. and the U.S.
Income tax benefit (expense) consists of:
Current Deferred Total
in millions
Year ended December 31, 2021:
Domestic $ — $ — $ —
Foreign ( 85.5 ) ( 104.0 ) ( 189.5 )
Total $ ( 85.5 ) $ ( 104.0 ) $ ( 189.5 )
Year ended December 31, 2020:
Domestic $ — $ — $ —
Foreign ( 35.9 ) 63.7 27.8
Total $ ( 35.9 ) $ 63.7 $ 27.8
Year ended December 31, 2019:
Domestic $ — $ — $ —
Foreign 65.5 34.7 100.2
Total $ 65.5 $ 34.7 $ 100.2
Income tax benefit (expense) attributable to our earnings (loss) before income taxes differs from the amounts computed by using the applicable tax rate as a result of the following:
Year ended December 31,
2021 2020 2019
in millions
Computed expected tax benefit (a) $ — $ — $ —
Permanent differences (b) ( 13.6 ) ( 17.7 ) ( 13.9 )
Basis and other differences in the treatment of items associated with investments in Liberty Latin America entities
1.4 0.5 19.9
Increases in valuation allowances ( 321.6 ) ( 223.0 ) ( 60.9 )
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
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 )
Withholding tax ( 23.4 ) ( 40.0 ) ( 15.8 )
Other, net 1.1 14.8 ( 14.3 )
Total income tax benefit (expense) $ ( 189.5 ) $ 27.8 $ 100.2
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
(a) On July 11, 2017, Liberty Latin America was formed as a corporation in Bermuda where the company is exempt from income taxes on ordinary income and capital gains, and therefore has a “statutory” or “expected” tax rate of 0% in 2021, 2020, and 2019. 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.
(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.
(c) The 2021 corporate tax rates applicable to our primary material jurisdictions are as follows: Bahamas, 0%; Barbados, 1% to 5.5%; British Virgin Islands, 0%; Chile, 27%; Costa Rica, 30%; Curacao, 22%; Jamaica, 33.33%; the Netherlands, 25.8%; Panama, 25%; Puerto Rico, 37.5%; Trinidad, 30%; U.S. Virgin Islands, 23.10%; the U.K. 19% and the U.S., 21%.
(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. 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.
(e) On September 14, 2021, legislation was enacted in Colombia. Changes include an increase in the corporate income tax to 35% from January 1, 2022. 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.
(f) On December 27, 2021, the Netherlands enacted legislation increasing the top corporate income tax rate to 25.8%. with effect from January 1, 2022. 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. The components of our deferred tax assets (liabilities) are as follows:
December 31,
2021 2020
in millions
Deferred tax assets $ 25.1 $ 41.9
Deferred tax liabilities ( 696.3 ) ( 575.4 )
Net deferred tax liability $ ( 671.2 ) $ ( 533.5 )
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
December 31,
2021 2020
in millions
Deferred tax assets:
Net operating losses, credits and other carryforwards $ 2,439.1 $ 2,085.8
Deferred revenue 19.3 16.8
Unrealized gains and losses 9.9 24.8
Accrued expenses — 15.5
Other future deductible amounts 0.1 2.4
Deferred tax assets 2,468.4 2,145.3
Valuation allowance ( 1,940.3 ) ( 1,630.9 )
Deferred tax assets, net of valuation allowance 528.1 514.4
Deferred tax liabilities:
Investments ( 221.5 ) ( 161.2 )
Intangible assets ( 690.7 ) ( 618.0 )
Property and equipment, net ( 286.2 ) ( 266.3 )
Un-remitted foreign earnings ( 0.8 ) ( 2.4 )
Accrued expenses ( 0.1 ) —
Deferred tax liabilities ( 1,199.3 ) ( 1,047.9 )
Net deferred tax liability $ ( 671.2 ) $ ( 533.5 )
The changes in our valuation allowances are summarized below:
Year ended December 31,
2021 2020 2019
in millions
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
Translation adjustments ( 9.1 ) 0.3 8.8
Business acquisitions and other ( 3.1 ) 4.8 24.2
Balance at December 31 $ 1,940.3 $ 1,630.9 $ 1,402.8
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Deferred tax assets related to net operating losses may be used to offset future taxable income. The significant components of our tax loss carryforwards at December 31, 2021 are as follows:
Country Tax loss
carryforward Related
tax asset Expiration
date
in millions
U.K.:
Amount attributable to capital losses $ 4,988.3 $ 1,247.1 Indefinite
Amount attributable to net operating losses 1,411.7 352.9 Indefinite
Barbados 1,071.1 27.2 2022 - 2028
Jamaica 413.8 137.8 Indefinite
Curacao 175.2 40.4 2022 - 2031
Puerto Rico 174.1 38.3 2024 - 2028
U.S. 121.3 30.3 2025 - 2037
U.S. Virgin Islands
37.6 8.7 2033-Indefinite
Colombia 20.8 7.3 2033-Indefinite
Other 40.5 11.3 Various
Total $ 8,454.4 $ 1,901.3
As of December 31, 2021, a valuation allowance of $ 1,817 million has been recorded on the net operating loss carryforwards where we do not expect to generate future taxable income, or where certain losses may be limited in use due to change in control or same-business tests.
Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in that jurisdiction; however, certain tax jurisdictions limit the ability to offset taxable income of a separate company or different tax group with the tax losses associated with another separate company or group. Further, tax jurisdictions restrict the type of taxable income that the above losses are able to offset.
In 2021 and 2020, we have foreign tax credit carryforwards of $ 13 million and $ 24 million, respectively, which are available in the U.S. Substantially all credits not utilized will expire at the end of 2031. Other credit carry forwards at the end of 2021 and 2020, in the amounts of $ 52 million and $ 50 million, respectively, predominantly represent alternative minimum tax credits attributable to our operations in Puerto Rico for which the current tax law provides no period of expiration.
Through our consolidated subsidiaries, we maintain a presence in many countries. Many of these countries maintain highly complex tax regimes. We have accounted for the effect of these taxes based on what we believe is reasonably expected to apply to us and our consolidated subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws. Because some jurisdictions do not have systems of taxation that are as well established as the system of income taxation used in other major industrialized countries, it may be difficult to anticipate how other jurisdictions will tax our and our consolidated subsidiaries’ current and future operations.
Although we intend to take reasonable tax planning measures to limit our tax exposures, no assurance can be given that we will be able to do so.
We file income tax returns in various jurisdictions. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the company’s tax computations.
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. We are currently undergoing income tax audits in Chile and Trinidad and
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Tobago and certain other jurisdictions within the Caribbean and Latin America. Except as noted below, any adjustments that might arise from the foregoing examinations are not expected to have a material impact on our consolidated financial position or results of operations.
The changes in our unrecognized tax benefits are summarized below:
Year ended December 31,
2021 2020 2019
in millions
Balance at January 1 $ 32.0 $ 64.1 $ 249.0
Additions for tax positions of prior years 1.0 2.6 20.3
Effects of business acquisitions — — 3.1
Additions based on tax positions related to the current year — 1.6 1.0
Lapse of statute of limitations ( 3.4 ) ( 16.7 ) ( 2.7 )
Foreign currency translation ( 2.4 ) ( 0.8 ) ( 11.5 )
Decrease for settlement with tax authorities ( 3.9 ) — ( 42.0 )
Reductions for tax positions of prior years — ( 18.8 ) ( 153.1 )
Reclassification to liabilities associated with assets held for sale ( 11.3 ) — —
Balance at December 31 $ 12.0 $ 32.0 $ 64.1
No assurance can be given that any of these unrecognized tax benefits will be recognized or realized.
As of December 31, 2021, all of our unrecognized tax benefits would have a favorable impact on our effective income tax rate if ultimately recognized.
During 2022, it is reasonably possible that the resolution of ongoing examinations by tax authorities as well as expiration of statutes of limitation could result in reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2021. Other than the potential impacts of ongoing examinations and the expected expiration of certain statutes of limitation, we do not expect any material changes to our unrecognized tax benefits during 2022. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2022.
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.
(16) Pension Plans
Defined Benefit Plans
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. These defined benefit plans are closed to new entrants, and existing participants do not accrue any additional benefits.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Defined benefit plan amounts included in our consolidated balance sheets are as follows:
December 31,
2021 2020
in millions
Other assets, net $ 218.8 $ 210.2
Other long-term liabilities ( 216.4 ) ( 272.2 )
Net pension asset (liability) $ 2.4 $ ( 62.0 )
The table below provides summary information for our defined benefit plans:
December 31,
2021 2020
in millions
Projected benefit obligations (a) $ ( 2,289.5 ) $ ( 2,480.5 )
Fair value of plan assets (b) 2,291.9 2,418.5
Net pension asset (liability) $ 2.4 $ ( 62.0 )
(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. 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).
(b) Our plan assets primarily comprise investments in debt securities, equity securities and insurance contracts. 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). 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.
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. 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.
During 2021, 2020 and 2019, our net periodic pension cost was $ 4 million, $ 3 million and $ 1 million, respectively.
Defined Contribution Plans
We have established various defined contribution benefit plans for our employees. Our aggregate expense for matching contributions under the various defined contribution employee benefit plans was $ 16 million, $ 14 million and $ 13 million during 2021, 2020 and 2019, respectively.
(17) Share-based Compensation
Equity Incentive Plans
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. 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. Liberty Latin America
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
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.
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. Awards granted in 2020 vest 33.3 % on the anniversary of the grant date over a three year vesting term. 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. 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.
The following table summarizes certain information related to share-based incentive awards granted:
Year ended December 31,
Assumptions used to estimate fair value of SARs and PSARs: 2021 2020 2019
Risk-free interest rate 0.8 - 1.4 %
0.2 - 0.9 %
1.7 - 2.4 %
Expected life 6.0 - 10.0 years
4.5 - 7.0 years
4.6 - 7.0 years
Expected volatility 36.9 - 46.8 %
48.1 - 90.6 %
33.1 - 36.4 %
Expected dividend yield none none none
Weighted average grant-date fair value per share of awards granted:
SARs $ 6.43 $ 5.39 $ 6.86
PSARs $ 6.88 $ — $ —
RSUs $ 13.96 $ 10.07 $ 19.75
PSUs $ 11.57 $ — $ 16.95
Income tax benefit related to share-based compensation (in millions) $ 8.7 $ 4.9 $ 3.8
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.
Performance Awards
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.
PSUs
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. 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. 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. 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. The performance criteria is based upon the achievement of an Adjusted OIBDA CAGR during the period from January 1, 2021 through December 31, 2021. The earned 2020 PSUs will vest 50 % on each of March 15 and September 15 of 2022.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
PSARs
2021 PSARs . During 2021, certain key employees received the 2021 PSARs. 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. 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. The 2021 PSARs include performance conditions based on the achievement of individual qualitative objectives during the performance period. 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
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.
Modification
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.
Share-based Incentive Awards
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.
Number of
shares Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate intrinsic value
SARs – Class A shares
in years in millions
Outstanding at January 1, 2021
5,256,066 $ 17.20
Granted
1,922,255 $ 13.97
Forfeited
( 638,760 ) $ 18.97
Exercised
( 152,804 ) $ 10.42
Outstanding at December 31, 2021
6,386,757 $ 16.21 5.5 $ 2.2
Exercisable at December 31, 2021
2,886,115 $ 19.62 3.5 $ 0.7
Number of
shares Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate intrinsic value
SARs – Class C shares
in years in millions
Outstanding at January 1, 2021
10,509,732 $ 17.22
Granted
3,844,510 $ 14.07
Forfeited
( 1,270,961 ) $ 18.90
Exercised
( 310,470 ) $ 10.47
Outstanding at December 31, 2021
12,772,811 $ 16.27 5.5 $ 3.3
Exercisable at December 31, 2021
5,771,891 $ 19.65 3.5 $ 1.0
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Number of
shares Weighted
average
grant-date fair value per share Weighted
average
remaining
contractual
term
RSUs – Class A shares
in years
Outstanding at January 1, 2021
455,252 $ 12.83
Granted (a) 1,548,992 $ 13.88
Forfeited
( 70,577 ) $ 13.28
Released from restrictions (a) ( 800,047 ) $ 14.02
Outstanding at December 31, 2021
1,133,620 $ 13.40 2.6
(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.
Number of
shares Weighted
average
grant-date fair value per share Weighted
average
remaining
contractual
term
RSUs – Class C shares
in years
Outstanding at January 1, 2021
910,251 $ 12.87
Granted (a) 3,204,589 $ 14.00
Forfeited
( 150,940 ) $ 13.19
Released from restrictions (a) ( 1,696,929 ) $ 14.09
Outstanding at December 31, 2021
2,266,971 $ 13.54 1.9
(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.
Number of
shares Weighted
average
grant-date fair value per share Weighted
average
remaining
contractual
term
PSUs – Class A shares
in years
Outstanding at January 1, 2021
344,428 $ 16.97
Granted
645,704 $ 11.76
Forfeited
( 102,936 ) $ 14.36
Released from restrictions
( 292,530 ) $ 16.92
Outstanding at December 31, 2021
594,666 $ 11.79 0.7
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Number of
shares Weighted
average
grant-date fair value per share Weighted
average
remaining
contractual
term
PSUs – Class C shares
in years
Outstanding at January 1, 2021
718,837 $ 16.21
Granted 1,347,552 $ 11.48
Forfeited
( 214,904 ) $ 14.08
Released from restrictions
( 610,450 ) $ 16.65
Outstanding at December 31, 2021
1,241,035 $ 11.23 0.7
(18) Accumulated Other Comprehensive Loss
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:
Liberty Latin America shareholders
Foreign
currency
translation
adjustments Pension-
related adjustments and other Accumulated
other
comprehensive
loss Non-controlling
interests Total
accumulated
other
comprehensive loss
in millions
Balance at January 1, 2019 $ ( 29.8 ) $ 13.5 $ ( 16.3 ) $ ( 8.5 ) $ ( 24.8 )
Other comprehensive earnings 4.3 ( 2.8 ) 1.5 ( 0.3 ) 1.2
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 )
Balance at December 31, 2020 ( 143.2 ) 17.6 ( 125.6 ) ( 9.6 ) ( 135.2 )
Other comprehensive earnings 5.7 30.2 35.9 ( 0.9 ) 35.0
Balance at December 31, 2021 $ ( 137.5 ) $ 47.8 $ ( 89.7 ) $ ( 10.5 ) $ ( 100.2 )
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December 31, 2021, 2020 and 2019
The components of other comprehensive earnings (loss), net of taxes, are reflected in our consolidated statements of comprehensive loss. The following table summarizes the tax effects related to each component of other comprehensive earnings (loss), net, of amounts reclassified to our consolidated statements of operations:
Pre-tax
amount Tax benefit (expense) Net-of-tax
amount
in millions
Year ended December 31, 2021:
Foreign currency translation adjustments $ 4.8 $ — $ 4.8
Pension-related adjustments and other 34.4 ( 4.2 ) 30.2
Other comprehensive earnings 39.2 ( 4.2 ) 35.0
Other comprehensive loss attributable to noncontrolling interests (a) 0.9 — 0.9
Other comprehensive earnings attributable to Liberty Latin America shareholders $ 40.1 $ ( 4.2 ) $ 35.9
Year ended December 31, 2020:
Foreign currency translation adjustments $ ( 118.5 ) $ — $ ( 118.5 )
Pension-related adjustments and other 4.9 2.0 6.9
Other comprehensive loss ( 113.6 ) 2.0 ( 111.6 )
Other comprehensive loss attributable to noncontrolling interests (a) 0.8 — 0.8
Other comprehensive loss attributable to Liberty Latin America shareholders $ ( 112.8 ) $ 2.0 $ ( 110.8 )
Year ended December 31, 2019:
Foreign currency translation adjustments $ 1.8 $ — $ 1.8
Pension-related adjustments and other ( 1.5 ) 0.9 ( 0.6 )
Other comprehensive earnings 0.3 0.9 1.2
Other comprehensive loss attributable to noncontrolling interests (a) 0.3 — 0.3
Other comprehensive earnings attributable to Liberty Latin America shareholders $ 0.6 $ 0.9 $ 1.5
(a) Amounts represent the noncontrolling interest owners’ share of our foreign currency translation adjustments and pension-related adjustments.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
(19) Equity
Share Capital
A summary of the changes in our share capital during 2021, 2020 and 2019 is set forth in the table below:
Class A Class B Class C
Balance at January 1, 2019 48,501,803 1,935,949 130,526,158
Issued in connection with share-based compensation plans 292,486 — 596,153
Issued in connection with 401(k) company match — — 59,060
Conversion of Class B to Class A 1,263 ( 1,263 ) —
Balance at December 31, 2019 48,795,552 1,934,686 131,181,371
Balance at January 1, 2020 48,795,552 1,934,686 131,181,371
Rights Offering — — 49,049,074
Repurchase of Liberty Latin America common shares ( 293,816 ) — ( 673,158 )
Issued in connection with share-based compensation plans 505,549 — 1,460,334
401(k) match — — 96,145
Conversion of Class B to Class A 2,300 ( 2,300 ) —
Balance at December 31, 2020 49,009,585 1,932,386 181,113,766
Balance at January 1, 2021 49,009,585 1,932,386 181,113,766
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
401(k) match — — 83,974
Conversion of Class B to Class A 1,479 ( 1,479 ) —
Balance at December 31, 2021 45,482,853 1,930,907 182,270,626
Voting rights. Holders of Class A common shares and Class B common shares vote together as a single class on all matters submitted to a vote of Liberty Latin America’s shareholders. The holders of Class A common shares have one vote per share; the holders of Class B common shares have 10 votes per share; and the holders of Class C common shares generally have no votes per share. In the event a right to vote is required under applicable law, holders of Class C common shares will vote as a single class with the holders of Class A common shares and Class B common shares and will be entitled to 1/100 of a vote on such matter for each Class C common share. Each Class B common share is convertible at the option of the holder for one Class A common share.
Contribution from noncontrolling interest owners
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. 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
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. Under the Share Repurchase Program, we may repurchase our common shares from time to time in open market
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December 31, 2021, 2020 and 2019
purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means. At December 31, 2021, the remaining amount authorized for share repurchases was $ 26 million. On February 22, 2022, our Directors approved a new Share Repurchase Program. 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.
Rights Offering
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. 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. Each whole Class C Right entitled the holder to purchase, pursuant to the basic subscription privilege, one share of LILAK at a subscription price of $ 7.14 , which was equal to an approximate 25 % discount to the volume weighted average trading price of LILAK for the 3 -day trading period ending on and including September 2, 2020. Each Class C Right also entitled the holder to subscribe for additional shares of LILAK that were unsubscribed for in the Rights Offering pursuant to an over-subscription privilege. The Rights Offering commenced on September 11, 2020, which was also the ex-dividend date for the Rights Distribution. 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.
Capped Calls
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. The Capped Calls had an initial strike price of $ 22.2337 per Class C common share and an initial cap price of $ 31.7625 per Class C common share, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes, and expire on July 15, 2024. Following the completion of the Rights Offering, the strike price of the Capped Calls is $ 20.65 per Class C common share and the cap price per Class C common share ranges from $ 28.00 to $ 29.50 . 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. 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
In connection with the issuance of the Convertible Notes, we recorded $ 77 million in additional paid-in capital in our consolidated statement of equity for the Conversion Option, which represents the fair value of the Conversion Option at issuance less $ 1 million of allocated transaction fees and costs. For additional information, see notes 6 and 10.
Noncontrolling interests
During 2019, we completed the UTS NCI Acquisition, whereby we increased our ownership interest in UTS from 87.5 % to 100.0 %. We paid $ 5 million and $ 6 million in 2019 and 2020, respectively, related to the UTS NCI Acquisition.
(20) Commitments and Contingencies
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties, and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Legal and Regulatory Proceedings and Other Contingencies
VTR Class Action. 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. 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. The complaint of SERNAC and ODECU seeks (i) the Court declare that VTR has infringed the rules of the Consumer Protection Law; (ii) the responsibility of VTR for such infractions and, if so, establish the corresponding fines; 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. 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. We cannot predict at this point the length of time that these actions will be ongoing. Additionally, a liability, if any, or a reasonable range of loss is not currently determinable based upon the current facts and circumstances of these claims.
Regulatory Issues. We have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming and copyright fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.
(21) Segment Reporting
Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet and fixed-line telephony services and mobile services. Our corporate category includes our corporate operations. We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA or total assets.
As of December 31, 2021, our reportable segments are as follows:
• C&W Caribbean and Networks;
• C&W Panama;
• Liberty Puerto Rico;
• VTR; and
• Costa Rica.
Prior to 2021, VTR and Cabletica were collectively one operating segment. As a result of organizational changes during the first quarter of 2021, these operations became separate operating segments. 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
We evaluate performance and make decisions about allocating resources to our reportable segments based on financial measures such as revenue and Adjusted OIBDA. In addition, we review non-financial measures, such as subscriber growth.
Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
resources to segments and (ii) evaluate the effectiveness of our management for purposes of incentive compensation plans. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. A reconciliation of total Adjusted OIBDA to operating income 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. 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. 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.
Revenue
Year ended December 31,
2021 2020 2019
in millions
C&W Caribbean and Networks $ 1,751.2 $ 1,706.8 $ 1,812.8
C&W Panama 547.6 500.2 582.7
Liberty Puerto Rico 1,456.7 624.1 412.1
VTR 787.5 809.0 941.1
Costa Rica 256.2 140.0 132.7
Corporate 21.6 2.7 —
Intersegment eliminations ( 21.8 ) ( 18.2 ) ( 14.4 )
Total $ 4,799.0 $ 3,764.6 $ 3,867.0
Adjusted OIBDA
Year ended December 31,
2021 2020 2019
in millions
C&W Caribbean and Networks $ 747.2 $ 713.2 $ 732.1
C&W Panama 200.1 177.2 227.6
Liberty Puerto Rico 594.8 276.9 203.2
VTR 259.6 307.0 381.7
Costa Rica 80.2 54.9 51.9
Corporate ( 52.9 ) ( 44.5 ) ( 55.1 )
Total $ 1,829.0 $ 1,484.7 $ 1,541.4
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
The following table provides a reconciliation of total Adjusted OIBDA to operating income and to loss before income taxes:
Year ended December 31,
2021 2020 2019
in millions
Total Adjusted OIBDA $ 1,829.0 $ 1,484.7 $ 1,541.4
Share-based compensation expense ( 118.1 ) ( 97.5 ) ( 57.5 )
Depreciation and amortization ( 964.7 ) ( 918.7 ) ( 889.9 )
Impairment, restructuring and other operating items, net ( 665.0 ) ( 375.3 ) ( 268.2 )
Operating income 81.2 93.2 325.8
Interest expense ( 527.4 ) ( 533.4 ) ( 499.2 )
Realized and unrealized gains (losses) on derivative instruments, net 564.1 ( 352.7 ) ( 17.2 )
Foreign currency transaction gains (losses), net ( 319.6 ) 1.2 ( 112.5 )
Losses on debt modification and extinguishment, net ( 57.2 ) ( 45.1 ) ( 19.8 )
Other income (expense), net ( 41.7 ) 5.1 14.3
Loss before income taxes $ ( 300.6 ) $ ( 831.7 ) $ ( 308.6 )
Property and Equipment Additions of our Reportable Segments
The property and equipment additions of our reportable segments and corporate operations (including capital additions financed under vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing, see note 8.
Year ended December 31,
2021 2020 2019
in millions
C&W Caribbean and Networks $ 268.2 $ 246.8 $ 305.8
C&W Panama 88.9 70.4 89.7
Liberty Puerto Rico 219.2 97.3 88.0
VTR 199.1 172.2 203.7
Costa Rica 45.0 24.2 19.0
Corporate 35.5 20.2 15.3
Total property and equipment additions 855.9 631.1 721.5
Assets acquired under capital-related vendor financing arrangements ( 100.5 ) ( 99.1 ) ( 96.1 )
Acquisition of intangible assets (a) — 7.8 —
Assets acquired under finance leases — — ( 0.2 )
Changes in current liabilities related to capital expenditures ( 19.1 ) 26.0 ( 36.1 )
Total capital expenditures $ 736.3 $ 565.8 $ 589.1
(a) Represents cash paid for the acquisition of spectrum license intangible assets.
Balance Sheet Data of our Reportable Segments
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
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
segments, or assess the effectiveness of our management for purposes of annual or other incentive compensation plans.
Revenue by Major Category
Our revenue by major category for our reportable segments is set forth in the tables below and includes the following categories:
• residential fixed subscription and residential mobile services revenue, which includes amounts received from subscribers for ongoing fixed and airtime services, respectively;
• residential fixed non-subscription revenue, which primarily includes interconnect and advertising revenue;
• 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; and
• 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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Year ended December 31, 2021
C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Corporate (a) Intersegment Eliminations Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video $ 132.1 $ 25.9 $ 156.7 $ 294.4 $ 74.5 $ — $ — $ 683.6
Broadband internet 273.2 44.9 253.3 313.4 59.6 — — 944.4
Fixed-line telephony 68.1 17.1 28.2 77.3 4.4 — — 195.1
Total subscription revenue 473.4 87.9 438.2 685.1 138.5 — — 1,823.1
Non-subscription revenue 43.4 9.5 19.3 14.9 6.2 — ( 0.1 ) 93.2
Total residential fixed revenue 516.8 97.4 457.5 700.0 144.7 — ( 0.1 ) 1,916.3
Residential mobile revenue:
Service revenue 300.2 155.9 486.9 48.0 70.4 — — 1,061.4
Interconnect, inbound roaming, equipment sales and other (b) 55.1 44.5 254.4 7.3 27.1 21.6 ( 0.2 ) 409.8
Total residential mobile revenue 355.3 200.4 741.3 55.3 97.5 21.6 ( 0.2 ) 1,471.2
Total residential revenue 872.1 297.8 1,198.8 755.3 242.2 21.6 ( 0.3 ) 3,387.5
B2B revenue:
Service revenue (c) 614.6 249.8 220.4 32.2 14.0 — ( 4.0 ) 1,127.0
Subsea network revenue 264.5 — — — — — ( 17.5 ) 247.0
Total B2B revenue 879.1 249.8 220.4 32.2 14.0 — ( 21.5 ) 1,374.0
Other revenue (d) — — 37.5 — — — — 37.5
Total $ 1,751.2 $ 547.6 $ 1,456.7 $ 787.5 $ 256.2 $ 21.6 $ ( 21.8 ) $ 4,799.0
(a) Amount relates to services we now provide for mobile handset insurance following the AT&T Acquisition.
(b) The total amount includes $ 100 million of inbound roaming revenue and $ 219 million of revenue from sales of mobile handsets and other devices.
(c) The total amount includes $ 33 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
(d) Amount relates to revenue received from the FCC primarily related to Liberty Mobile following the closing of the AT&T Acquisition.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Year ended December 31, 2020
C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Corporate Intersegment Eliminations Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video $ 142.4 $ 27.8 $ 147.2 $ 291.5 $ 79.1 $ — $ — $ 688.0
Broadband internet 250.0 39.0 204.7 331.3 51.4 — — 876.4
Fixed-line telephony 74.6 18.8 25.5 73.5 3.7 — — 196.1
Total subscription revenue 467.0 85.6 377.4 696.3 134.2 — — 1,760.5
Non-subscription revenue 42.2 11.8 17.7 18.5 5.8 — — 96.0
Total residential fixed revenue 509.2 97.4 395.1 714.8 140.0 — — 1,856.5
Residential mobile revenue:
Service revenue 294.1 160.1 82.9 55.7 — — — 592.8
Interconnect, inbound roaming, equipment sales and other (a) 44.4 41.0 50.6 8.2 — 2.7 — 146.9
Total residential mobile revenue 338.5 201.1 133.5 63.9 — 2.7 — 739.7
Total residential revenue 847.7 298.5 528.6 778.7 140.0 2.7 — 2,596.2
B2B revenue:
Service revenue (b) 600.4 201.7 89.8 30.3 — — ( 4.1 ) 918.1
Subsea network revenue 258.7 — — — — — ( 14.1 ) 244.6
Total B2B revenue 859.1 201.7 89.8 30.3 — — ( 18.2 ) 1,162.7
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
(a) The total amount includes $ 27 million of inbound roaming revenue and $ 68 million of revenue from sales of mobile handsets and other devices.
(b) The total amount includes $ 18 million of revenue from sales of mobiles handsets and other devices to B2B mobile customers.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Year ended December 31, 2019
C&W Caribbean and Networks C&W Panama Liberty Puerto Rico VTR Costa Rica Intersegment Eliminations Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video $ 150.1 $ 31.0 $ 140.9 $ 346.4 $ 75.7 $ — $ 744.1
Broadband internet 225.1 34.9 175.0 366.7 45.3 — 847.0
Fixed-line telephony 79.5 22.4 23.4 98.2 2.5 — 226.0
Total subscription revenue 454.7 88.3 339.3 811.3 123.5 — 1,817.1
Non-subscription revenue 47.5 14.5 21.7 25.1 9.2 — 118.0
Total residential fixed revenue 502.2 102.8 361.0 836.4 132.7 — 1,935.1
Residential mobile revenue:
Service revenue 339.1 183.8 — 62.7 — — 585.6
Interconnect, inbound roaming, equipment sales and other (a) 65.3 56.8 — 12.0 — — 134.1
Total residential mobile revenue 404.4 240.6 — 74.7 — — 719.7
Total residential revenue 906.6 343.4 361.0 911.1 132.7 — 2,654.8
B2B revenue:
Service revenue (b) 659.3 239.3 51.1 30.0 — ( 4.2 ) 975.5
Subsea network revenue 246.9 — — — — ( 10.2 ) 236.7
Total B2B revenue 906.2 239.3 51.1 30.0 — ( 14.4 ) 1,212.2
Other revenue — — — — — — —
Total $ 1,812.8 $ 582.7 $ 412.1 $ 941.1 $ 132.7 $ ( 14.4 ) $ 3,867.0
(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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Geographic Markets
The revenue from third-party customers for our geographic markets is set forth in the table below.
Year ended December 31,
2021 2020 2019
in millions
Puerto Rico $ 1,402.5 $ 611.0 $ 410.5
Chile 787.5 809.0 941.1
Panama 545.4 497.8 580.4
Jamaica 402.0 375.5 383.3
Networks & Latam (a) 355.8 349.4 346.4
Costa Rica 255.9 139.9 132.7
The Bahamas 189.9 181.1 207.3
Trinidad and Tobago 158.2 160.6 161.3
Barbados 141.6 139.2 150.2
Curacao 137.9 143.9 124.6
Other (b) 422.3 357.2 429.2
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.
(b) The amounts primarily relate to a number of countries in which we have less significant operations, all of which are located in the Caribbean, and to a lesser extent, in Latin America.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
The long-lived assets of our geographic markets are set forth below:
December 31,
2021 2020
in millions
Puerto Rico $ 1,165.3 $ 1,070.4
Networks & LatAm (a) 675.6 721.7
Panama 351.4 354.8
Jamaica 349.0 360.5
The Bahamas 323.9 342.4
Trinidad and Tobago 220.3 214.5
Barbados 175.5 185.2
Costa Rica 216.1 67.4
Curacao 152.6 161.5
Chile (b) — 743.8
Other (c) 538.7 529.2
Total
$ 4,168.4 $ 4,751.4
(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
(b) Long-lived assets for Chile as of December 31, 2021 have been reflected in assets held for sale on the consolidated balance sheet. For additional information see note 9.
(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.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
(22) Parent Company Financial Information
December 31,
2021 2020
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 72.5 $ 193.3
Other receivables – related-party 138.2 122.1
Prepaid expenses 1.7 0.7
Other current assets 3.4 3.4
Total current assets
215.8 319.5
Long-term notes receivable – related-party — 46.7
Investments in consolidated subsidiaries
2,450.4 2,654.2
Other assets, net — 0.2
Total assets $ 2,666.2 $ 3,020.6
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Related-party loan payable $ 36.1 $ 29.8
Related-party liabilities 25.9 25.9
Accrued liabilities and other 10.5 11.5
Total current liabilities
72.5 67.2
Long-term debt and finance lease obligations, net 357.7 342.0
Total liabilities 430.2 409.2
Shareholders’ equity:
Class A, $ 0.01 par value; 500,000,000 shares authorized; 50,127,969 and 45,482,853 shares issued and outstanding, respectively, at December 31, 2021; 49,303,401 and 49,009,585 shares issued and outstanding, respectively, at December 31, 2020
0.5 0.5
Class B, $ 0.01 par value; 50,000,000 shares authorized; 1,930,907 shares issued and outstanding at December 31, 2021 and 1,932,386 shares issued and outstanding at December 31, 2020
— —
Class C, $ 0.01 par value; 500,000,000 shares authorized; 183,643,584 and 182,270,626 shares issued and outstanding, respectively, at December 31, 2021; 181,786,924 and 181,113,766 shares issued and outstanding, respectively, at December 31, 2020
1.8 1.8
Treasury shares, at cost; 6,018,074 and 966,974 shares, respectively
( 74.0 ) ( 9.5 )
Additional paid-in capital 5,075.3 4,982.0
Accumulated deficit ( 2,677.9 ) ( 2,237.8 )
Accumulated other comprehensive loss, net of taxes ( 89.7 ) ( 125.6 )
Total shareholders’ equity 2,236.0 2,611.4
Total liabilities and shareholders’ equity $ 2,666.2 $ 3,020.6
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Year ended December 31,
2021 2020 2019
in millions
Operating costs and expenses:
Other operating costs and expenses $ 11.2 $ 11.9 $ 11.8
Related-party charges and other operating items, net 37.3 33.1 23.8
Operating loss ( 48.5 ) ( 45.0 ) ( 35.6 )
Non-operating income (expense):
Interest expense ( 23.8 ) ( 22.0 ) ( 10.9 )
Other income, net 0.6 1.7 5.2
( 23.2 ) ( 20.3 ) ( 5.7 )
Loss before equity in losses of consolidated subsidiaries ( 71.7 ) ( 65.3 ) ( 41.3 )
Equity in losses of consolidated subsidiaries, net ( 368.4 ) ( 616.9 ) ( 64.8 )
Net loss $ ( 440.1 ) $ ( 682.2 ) $ ( 106.1 )
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2021, 2020 and 2019
Year ended December 31,
2021 2020 2019
in millions
Cash flows from operating activities:
Net loss $ ( 440.1 ) $ ( 682.2 ) $ ( 106.1 )
Adjustments to reconcile net loss to net cash used by operating activities:
Equity in losses of consolidated subsidiaries, net 368.4 616.9 64.8
Share-based compensation expense 2.3 2.7 1.3
Amortization of debt financing costs 15.7 14.8 7.2
Changes in operating assets and liabilities 124.6 ( 8.2 ) 38.2
Net cash provided (used) by operating activities 70.9 ( 56.0 ) 5.4
Cash flows from investing activities:
Capital expenditures — — ( 5.1 )
Investments in and advances to consolidated subsidiaries ( 128.7 ) ( 511.7 ) ( 5.1 )
Net cash used by investing activities
( 128.7 ) ( 511.7 ) ( 10.2 )
Cash flows from financing activities:
Borrowings of third-party debt — — 402.5
Repayments of related-party debt — ( 101.1 ) —
Capped calls — — ( 45.6 )
Repurchase of Liberty Latin America Shares ( 63.0 ) ( 9.5 ) —
Issuance of Liberty Latin America common shares, net — 347.0 —
Borrowings of related-party debt — — 123.4
Other financing activities, net — — ( 0.8 )
Net cash provided (used) by financing activities ( 63.0 ) 236.4 479.5
Net increase (decrease) in cash, cash equivalents and restricted cash
( 120.8 ) ( 331.3 ) 474.7
Cash, cash equivalents and restricted cash:
Beginning of year 193.3 524.6 49.9
End of year $ 72.5 $ 193.3 $ 524.6
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PART III
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.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Denver CO
Auditor Firm ID: 185
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.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) FINANCIAL STATEMENTS
The financial statements required under this Item begin on page II-57 of this Annual Report on Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES
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):
2.1 Master Transaction Agreement, dated September 29, 2021, by and among Liberty Latin America, Ltd., LLA UK Holdco Limited Sercotel, S.A. de C.V., Controladora de Servicios de Telecomunicaciones, S.A. de C.V., América Móvil, S.A.B. de C.V. and Claro Chile, S.A. (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)).** *
3.1 Memorandum of Association of Liberty Latin America (incorporated by reference to Exhibit 3.1 to Liberty Latin America’s Registration Statement on Form S-1 filed on November 16, 2017 (File No. 333-221608) (the S-1 Registration Statement)).
3.2 Memorandum of Increase of Share Capital of Liberty Latin America (incorporated by reference to Exhibit 3.1 to Liberty Latin America’s Current Report on Form 8-K filed on January 5, 2018 (File No. 001-38335) (the January 2018 8-K)).
3.3 Bye-laws of Liberty Latin America (incorporated by reference to Exhibit 3.2 to the January 2018 8-K).
4.1 Specimen Certificate for shares of Class A common shares, par value $.01 per share, of Liberty Latin America (incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement).
4.2 Specimen Certificate for shares of Class B common shares, par value $.01 per share, of Liberty Latin America (incorporated by reference to Exhibit 4.2 to the S-1 Registration Statement).
4.3 Specimen Certificate for shares of Class C common shares, par value $.01 per share, of Liberty Latin America (incorporated by reference to Exhibit 4.3 to the S-1 Registration Statement).
4.4 Indenture dated January 24, 2014, between VTR Finance B.V. (VTR Finance), The Bank of New York Mellon, London Branch, as Trustee and Security Agent, and The Bank of New York Mellon as Paying Agent, Registrar and Transfer Agent, relating to VTR Finance’s 6.875% senior secured notes due 2024 (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form 8-K filed January 24, 2014 (File No. 001-35961)).
4.5 Registration Rights Agreement dated October 17, 2018, by and between Liberty Latin America, SCPV LEO,L.P., SC LEO, L.P., SC AIV LEO, L.P., Searchlight/SIP Holdco SPV II (TRI), L.P. and Searchlight LEO Co-Invest Partners, LP (incorporated by reference to Exhibit 4.8 to Liberty Latin America’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 21, 2019 (File No. 001-38335)).
4.6 Indenture, dated June 28, 2019, between Liberty Latin America and The Bank of New York Mellon relating to Liberty Latin America’s 2.00% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 6, 2019 (File No. 001-38335) (the August 2019 10-Q)).
4.7 Indenture, dated October 25, 2019, between LCPR Senior Secured Financing Designated Activity Company, as issuer, LCPR Loan Financing LLC, as guarantor, BNY Mellon Corporate Trustee Services Limited, as trustee and The Bank of Nova Scotia, as security trustee (incorporated by reference to Exhibit 4.7 to Liberty Latin America’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 19, 2020 (File No. 001-38335) (the 2019 10-K)).***
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4.8 Indenture, dated July 1, 2020, by and between VTR Finance N.V. (VTR Finance) and BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch, as Security Agent, and The Bank of New York Mellon as Paying Agent, Registrar and Transfer Agent, relating to VTR Finance’s 6.375% senior notes due 2028 (incorporated by reference to Exhibit 4.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed on August 5, 2020 (File No. 001-38335) (the August 2020 10-Q)).
4.9 Indenture, dated July 1, 2020, between VTR Comunicaciones SpA (VTR) and The Bank of New York Mellon, London Branch, as Trustee, and The Bank of New York Mellon as Paying Agent, Registrar and Transfer Agent, relating to VTR’s 5.125% senior secured notes due 2028 (incorporated by reference to Exhibit 4.2 to the August 2020 10-Q).
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).
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. 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.
10.1 Additional Facility Joinder Agreement dated July 24, 2017 and entered into between, among others, Sable, Coral-US Co-Borrower LLC and The Bank of Nova Scotia, relating to the Credit Agreement dated May 16, 2016 as amended and restated on May 26, 2017 (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form 8-K filed July 28, 2017 (File No. 001-35961)).
10.2 Additional Facility Joinder Agreement dated February 7, 2018 and entered into between, among others, Sable, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 4.1 to Liberty Latin America’s Current Report on Form 8-K filed on February 12, 2018 (File. No. 001-38335)).
10.3 Tax Sharing Agreement, dated as of December 29, 2017, between Liberty Global and Liberty Latin America (incorporated by reference to Exhibit 10.1 to the January 2018 8-K).
10.4 Sublease Agreement, dated as of December 29, 2017, between Liberty Global, Inc. and LiLAC Communications Inc. (incorporated by reference to Exhibit 10.3 to the January 2018 8-K).
10.5 Facilities Sharing Agreement, dated as of December 29, 2017, between Liberty Global, Inc. and LiLAC Communications Inc. (incorporated by reference to Exhibit 10.4 to the January 2018 8-K).
10.6 Employment Agreement, dated as of November 1, 2017, by and among Liberty Latin America, LiLAC Communications Inc. and Balan Nair (incorporated by reference to Exhibit 10.8 to the S-1 Registration Statement). +
10.7 Form of Indemnification Agreement by and between Liberty Latin America and its executive officers/directors (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Liberty Latin America’s Registration Statement on Form S-1 filed on December 8, 2017 (File No. 333-221608)).
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. 001-38335)). +
10.9 Liberty Latin America 2018 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 99.2 to the S-8 Registration Statement). +
10.10 Liberty Latin America Transitional Share Conversion Plan (incorporated by reference to Exhibit 99.3 to the S-8 Registration Statement). +
10.11 Form of Share Appreciation Rights Agreement under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.3 to the May 2018 10-Q). +
10.12 Deferred Compensation Plan effective May 1, 2018 (adopted effective March 23, 2018) (incorporated by reference to Exhibit 10.4 to the May 2018 10-Q). +
10.13 Form of Share Appreciation Rights Agreement between Liberty Latin America and its Chief Executive Officer under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.5 to the May 2018 10-Q). +
10.14 Personal Usage of Aircraft Policy, adopted April 1, 2018 (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 8, 2018 (File No. 001-38335) (the August 2018 10-Q)). +
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10.15 Form of Aircraft Time Sharing Agreement (incorporated by reference to Exhibit 10.2 to the August 2018 10-Q ). +
10.16 Form of Restricted Share Units Agreement under the Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 10.3 to the August 2018 10-Q). +
10.17 Form of Performance Share Units Agreement between Liberty Latin America and its Chief Executive Officer under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 filed on November 7, 2018 (File No. 001-38335) (the November 2018 10-Q)). +
10.18 Form of Performance Share Units Agreement under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.2 to the November 2018 10-Q). +
10.19 Form of Restricted Share Units Agreement under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the August 2019 10-Q). +
10.20 Form of Employment Agreement, approved as of July 17, 2019, by and among Liberty Latin America, LiLAC Communications Inc. 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. 001-38335)). +
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).***
10.23 Additional Facility Joinder Agreement dated January 24, 2020 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Current Report on Form 8-K filed on January 30, 2020 (File No. 001-38335) (the January 2020 8-K)).
10.24 Extension Amendment dated January 24, 2020 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to the January 2020 8-K).***
10.25 Liberty Latin America Ltd. 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. 001-38335)). +
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).
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) .
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. 001-38335) (the August 2021 10-Q )). +
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). +
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.*
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.*
23.1 Consent of KPMG LLP (U.S.).*
31.1 Certification of President and Chief Executive Officer.*
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31.2 Certification of Senior Vice President and Chief Financial Officer (Principal Financial Officer).*
32 Section 1350 Certifications.**
101.SCH XBRL Inline Taxonomy Extension Schema Document.*
101.CAL XBRL Inline Taxonomy Extension Calculation Linkbase Document.*
101.DEF XBRL Inline Taxonomy Extension Definition Linkbase.*
101.LAB XBRL Inline Taxonomy Extension Label Linkbase Document.*
101.PRE XBRL Inline Taxonomy Extension Presentation Linkbase Document.*
104 Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
*** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. 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.
+ This document has been identified as a management contract or compensatory plan or arrangement.
Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIBERTY LATIN AMERICA LTD.
Dated: February 23, 2022 /s/ JOHN M. WINTER
John M. Winter
Senior Vice President, Chief Legal Officer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
/s/ MICHAEL T. FRIES Executive Chairman of the Board February 23, 2022
Michael T. Fries
/s/ BALAN NAIR President, Chief Executive Officer and Director February 23, 2022
Balan Nair (Principal Executive Officer)
/s/ ALFONSO DE ANGOITIA NORIEGA Director February 23, 2022
Alfonso de Angoitia Noriega
/s/ CHARLES H.R. BRACKEN Director February 23, 2022
Charles H.R. Bracken
/s/ MIRANDA CURTIS Director February 23, 2022
Miranda Curtis
/s/ PAUL A. GOULD Director February 23, 2022
Paul A. Gould
/s/ BRENDAN PADDICK Director February 23, 2022
Brendan Paddick
/s/ DANIEL SANCHEZ Director February 23, 2022
Daniel Sanchez
/s/ ERIC L. ZINTERHOFER Director February 23, 2022
Eric L. Zinterhofer
/s/ CHRISTOPHER NOYES Senior Vice President and Chief Financial Officer February 23, 2022
Christopher Noyes (Principal Financial Officer)
/s/ BRIAN ZOOK Chief Accounting Officer February 23, 2022
Brian Zook (Principal Accounting Officer)
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