What changed in this filing

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Item 1A. Risk Factors

2023-02-22 compared with 2022-02-23 · 87 added, 111 removed, 518 unchanged (28% of the section changed)

In addition to the other information contained in this Annual Report on Form 10-K, you should consider the following risk factors in evaluating our results of operations, financial condition, business and operations or an investment in the shares of our company.

The risk factors described in this section have been separated into five groups:

The risk factors described in this section have been separated into six groups:

• risks that relate to the competition we face and the technology used in our businesses;

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

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

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

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

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

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

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

as a result of these negotiations.

Additionally, we periodically negotiate and renegotiate content agreements and our annual costs for programming can vary as a result of these negotiations.

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

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In addition, we rely on third parties (in particular, local municipalities, power companies and other telecommunications companies) for access to poles to attach our network equipment, and their ability to provide such access is subject to similar risks.

As a result, we may not be able to obtain the equipment, software, access and services required for our businesses on a timely basis or on satisfactory terms.

As a result, we may not be able to obtain the equipment, software, access and services required for our businesses on a timely basis or on satisfactory terms, and this may lead us to issue credit to customers which could adversely impact our revenue and cash flows.

Any shortfall in our equipment could lead to delays in completing extensions to our networks and in connecting customers to our services and, accordingly, could adversely impact our ability to maintain or increase our RGU s, revenue and cash flows.

Also, if demand exceeds the suppliers’ and licensors’ capacity or if they experience financial difficulties, the ability of our businesses to provide some services may be materially adversely affected, which in turn could affect our businesses’ ability to attract and retain customers.

To the extent that we have minimum order commitments, we would be adversely affected in the event that we were unable to resell committed products or otherwise decline to accept committed products.

To the extent that we have minimum order

commitments, we would be adversely affected in the event that we were unable to resell committed products or otherwise decline to accept committed products.

Although we actively monitor the creditworthiness of our key third-party suppliers and licensors, the financial failure of a key third-party supplier or licensor could disrupt our operations and have an adverse impact on our revenue and cash flows.

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We rely on power companies to provide power necessary to operate equipment necessary to conduct our operations and to operate our customer premises equipment.

As a result of any long-term interruption in power supplies, we may not be able to deliver our services on a timely or satisfactory basis, which could accordingly adversely impact our ability to maintain or increase our RGUs, revenue and cash flows.

As a result of any long-term interruption in power supplies, we may not be able to deliver our services on a timely or satisfactory basis or we may issue credits to customers, which could accordingly adversely impact our ability to maintain or increase our RGUs, revenue and cash flows.

In addition, the operation, administration, maintenance and repair of our network, including our subsea cable network, requires the coordination and integration of sophisticated and highly specialized hardware and software technologies and equipment located throughout the Caribbean and Latin America and requires operating and capital expenses.

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We cannot assure you that our systems will continue to function as expected in a cost-effective manner.

VTR, which offers mobile telephony and data services, relies on the radio access network of a third-party wireless network provider to carry its mobile communications traffic.

VTR’s services to mobile customers in Chile rely on the use of an MVNO arrangement in which VTR utilizes the radio access network of a third-party wireless network provider to carry its mobile communications traffic.

If the MVNO arrangement is terminated, or if the third-party wireless network provider fails to provide the services required under the MVNO arrangement, or if a third-party wireless network provider fails to deploy and maintain its network, and VTR is unable to find a replacement network operator on a timely and commercially reasonable basis or at all, VTR could be prevented from continuing the mobile services relying on such MVNO arrangement.

Additionally, product shipments from third-party suppliers may be delayed due to supply chain challenges that our suppliers may face.

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

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

If our suppliers cannot deliver the supplies we need to operate our business, including handsets, set-top boxes, and other devices, and if we are unable to deliver our products to our customers, our business and results of operations would be negatively impacted.

We may be unable to obtain or maintain the roaming services we need from other carriers to remain competitive.

Some of our competitors have national networks that enable them to offer nationwide and/or international coverage to their subscribers at a lower cost than we do.

The networks we operate do not, by themselves, provide national or international coverage and we must pay fees to other carriers who provide roaming services to us.

For example, Liberty Puerto Rico currently relies on roaming agreements with several carriers for the majority of its roaming services.

The FCC requires commercial mobile radio service providers to provide roaming, upon request, for voice and SMS text messaging services on just, reasonable and non-discriminatory terms.

The FCC also requires carriers to offer data roaming services.

The rules do not provide or mandate any specific mechanism for determining the reasonableness of roaming rates for voice, SMS text messaging or data services and require that roaming complaints be resolved on a case-by-case basis, based on a non-exclusive list of factors that can be taken into account in determining the reasonableness of particular conduct or rates.

If Liberty Puerto Rico were to lose the benefit of one or more key roaming or wholesale agreements unexpectedly, it may be unable to obtain similar replacement agreements and as a result may be unable to continue providing the same level of voice and data roaming services for its customers that they’ve grown accustomed to or may be unable to provide such services on a cost-effective basis.

Liberty Puerto Rico’s inability to obtain new or replacement roaming services on a cost-effective basis may limit its ability to compete effectively for wireless customers, which may increase its turnover and decrease its revenue, which in turn could materially adversely affect our business, financial condition and results of operations.

Failure in our technology or telecommunications systems from security attacks or natural disasters could significantly disrupt our operations, which could reduce our customer base and result in lost revenue.

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

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

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

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

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

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

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

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

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

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

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The loss of the services of key members of management and the inability or delay in hiring new key employees could adversely affect our ability to manage our business and our future operational and financial results.

We may not have sufficient insurance to cover damage due to natural catastrophe claims and future claims either due to coverage limits or as a result of insurance carriers seeking to deny coverage of such claims, which in either case could expose us to significant liabilities.

We maintain a program of third-party traditional and parametric wind risk insurance coverage against various liability, property and business interruption damage risks.

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

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

exceed the coverage provided by such programs.

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

Additionally, if we sustain certain wind damage that does not trigger coverage under our parametric wind risk insurance, we may receive no proceeds or proceeds that do not fully cover such damage.

If we do not have sufficient coverage under our policies, or if the insurance companies are successful in rescinding or denying coverage, we may be required to make material investments to repair such damage which could result in decreased capital investment, decreased liquidity or increased use of credit facilities or other existing or new debt or funding arrangements.

We may not have sufficient protection to cover damage or costs incurred due to natural catastrophes, which could expose us to significant liabilities.

We have entered into Weather Derivatives tied to a parametric wind index to protect us against various liability, property and business interruption damage risks if a natural catastrophe occurs in a market where we operate.

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

However, if we sustain certain damage from wind-related events that does not trigger coverage under our Weather Derivatives, we may receive no proceeds or proceeds that do not fully cover such damage.

If we do not receive sufficient proceeds from our Weather Derivatives, we may be required to make material investments to repair such damage or incur other costs as a result of such damage, which could result in decreased capital investment, decreased liquidity or increased use of credit facilities or other existing or new debt or funding arrangements.

Data privacy regulations are expanding and compliance with, and any violations of, these regulations may cause us to incur significant expenses.

Privacy legislation, enforcement and policy activity in this area are expanding rapidly in many jurisdictions and creating a complex regulatory compliance environment.

For example, on January 6, 2023, the FCC released a notice of proposed rulemaking seeking comment regarding proposed revisions to its customer proprietary network information regulations requiring notice to customers and federal government agencies of certain data breaches.

The cost of complying with and implementing these privacy-related and data protection measures could be significant.

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Such claims seek injunctive relief as well as monetary damages.

Additionally, VTR is subject to various legal proceedings in Chilean courts.

For more information on these VTR legal proceedings, see Item 3.

Legal Proceedings included in Part I of this Annual Report on Form 10-K.

We cannot assure you that we will obtain a final favorable decision with regard to any particular proceeding.

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C ivil unrest in one or more of our markets may adversely affect our operations in the affected market or possibly in other markets depending on the scope of other operations supported by the affected market.

For example, riots broke out in Chile in October 2019 in support of concerns over social inequality.

These riots led to the injury or detainment of protesters and the dismissal of members of the Chilean President’s cabinet.

Continued internal turmoil could slow or halt the development of, or otherwise constrain the market for our VTR products and services, could impact foreign exchange rates, and could otherwise impair the business and financial condition of VTR.

In addition, following these riots and protests the government announced that it would initiate a process to draft a new constitution for the country.

On October 25, 2020, the government conducted a national plebiscite to determine whether to draft a new constitution and the process to do so.

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

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

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

Boric is set to take office in March 2022.

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

There is still significant uncertainty regarding the process to approve a new constitution and further protests and political instability cannot be ruled out.

Furthermore, the existing constitution has been in place since 1980 and any new constitution could change Chile’s political situation, potentially affecting the Chilean economy and business outlook, and ultimately VTR’s financial condition, results of operations and prospects.

In addition, certain countries and territories in which we operate, or in which we may operate in the future, face significant challenges relating to the lack, or poor condition, of physical infrastructure, including transportation, electricity generation and transmission.

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dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S.

dollars for inclusion in our consolidated financial statements.

inclusion in our consolidated financial statements.

Cumulative translation adjustments are recorded in accumulated other comprehensive earnings or loss as a separate component of equity.

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Accordingly, we may experience a negative impact on our comprehensive earnings or loss and equity with respect to our holdings solely as a result of FX.

Our primary exposure to FX risk during 2021 was to the Chilean peso as 16% of our reported revenue during the period was derived from VTR, whose functional currency is the Chilean peso.

In addition, our reported operating results are impacted by changes in the exchange rates for other local currencies in Latin America and the Caribbean.

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With respect to Venezuela, we have advised OFAC that we believe that our activities there are not covered by the OFAC regulations or are otherwise allowed under a general license and exemptions or, in the alternative, should be licensed by OFAC.

In September 2022, OFAC issued a specific license to allow us to engage in all transactions necessary for U.S.

financial institutions to process the collection of outstanding debts and the receipt of current and future payments relating to telecommunications services provided to Compañía Anónima Nacional Teléfonos de Venezuela.

We believe that our activities with respect to these countries are known to OFAC.

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In addition, regulatory authorities may grant new licenses to third parties and, in any event, in most of our markets new entry is possible without a license, although there may be registration eligibility rules and regulations, resulting in greater competition in territories where our businesses may already be active.

More significantly, regulatory authorities may require us to grant third parties access to our bandwidth, frequency capacity, infrastructure, facilities or services to distribute their own services or resell our services to end customers.

For example, certain regulators are seeking to mandate third-party access to portions of C&W’s network infrastructure.

More significantly, regulatory authorities may

require us to grant third parties access to our bandwidth, frequency capacity, infrastructure, facilities or services to distribute their own services or resell our services to end customers.

For example, certain regulators are seeking to mandate third-party access to portions of C&W’s network infrastructure, such as in Jamaica where, further to the recommendation of the OUR, the responsible minister approved the promulgation of The Telecommunications (Infrastructure Sharing) Rules 2022 that seeks to require dominant licensees to share infrastructure (including dark fiber, ducts, subsea cable landing stations and mobile network towers) with third parties, including competitors.

Consequently, our businesses must adapt their ownership and organizational structure as well as their pricing and service offerings to satisfy the rules and regulations to which they are subject.

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• impact our ability to access spectrum for our mobile services;

• impact the amount of government funding under certain support programs such as the FCC’s UPR Fund;

• strengthen our competitors by granting them access and lowering their costs to enter into our markets;

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

The acquisition of C&W in May 2016

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

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

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

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Consequently, we may not be able to fully utilize C&W ’s contractual or legal rights or all options that may otherwise be available, where to do so might conflict with broader regulatory or governmental considerations.

In addition, we are, and in the future may be, a party to certain disputes with regulators and governments from time to time that could have a material adverse effect on our business and results of operations.

addition, we are, and in the future may be, a party to certain disputes with regulators and governments from time to time that could have a material adverse effect on our business and results of operations.

Changes to existing legislation and new legislation may significantly alter the regulatory regime applicable to us, which could adversely affect our competitive position and profitability, and we may become subject to more extensive regulation if we are deemed to possess significant market power in any of the markets in which we operate.

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

Failure to comply with the FCC ’s requirements for the UPR Fund , the ACP or other funding programs in which Liberty Puerto Rico may participate may have an adverse impact on Liberty Puerto Rico ’s business and our financial position.

In May 2018, the FCC established the UPR Fund and the Connect USVI Fund to provide subsidies for the deployment and hardening of fixed wireline and mobile wireless communications networks in Puerto Rico and the U.S.

Virgin Islands, and in 2021, the FCC launched the ACP which provides a long-term broadband affordability benefit to low-income customers.

Liberty Puerto Rico receives funds from the FCC through these programs.

To continue receiving funds under these programs, Liberty Puerto Rico must comply with certain requirements established by the FCC as described in Item 1.

Business—Description of Business—Regulatory Matters .

In addition, the FCC has proposed to extend its support under the UPR Fund to eligible facilities-based mobile carriers, such as Liberty Puerto Rico, for an additional two-year transitional period beginning in June 2023 in an amount equal to the mobile support such carriers receive for 5G technologies.

Adoption of the current FCC proposal would reduce Liberty Puerto Rico’s annual UPR Fund Stage 2 mobile support from approximately $34 million to approximately $8.5 million during the two-year period.

If Liberty Puerto Rico fails to comply with these programs’ requirements or if the FCC’s current UPR Fund proposal is adopted, Liberty Puerto Rico may become ineligible to receive future funding or may receive reduced funding which may have an adverse impact on Liberty Puerto Rico’s business and our RGUs, revenue and cash flow.

We may not be successful in acquiring future spectrum or other licenses that we need to offer new mobile data or other services.

We offer mobile data services through licensed spectrum in a number of markets.

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

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

made available on commercially viable terms.

While these licenses, and other licenses that we possess, enable us to offer mobile data services today, as technology develops and customer needs change, it may be

necessary to acquire new spectrum or other licenses in the future to provide us with additional capacity and/or offer new technologies or services.

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

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

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

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

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

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

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

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

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

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

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

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

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We also may not be able to enforce future changes to our subscription prices.

Additionally, in certain markets, our ability to bundle or discount our services may be constrained if we are held to be dominant with respect to any product we offer.

Additionally, in certain markets, our ability to bundle or discount our services may be constrained if we are held to be dominant with respect to any product we

This may have an adverse impact on our revenue, profitability of new products and services and our ability to respond to changes in the markets in which we operate.

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The occurrence of any of the above risks could have a material adverse effect on our business, financial condition and results of operations.

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

We may have exposure to additional tax liabilities.

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

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

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

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

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

Failure to comply with trade controls.

Trade controls implemented by the United States and other governments, particularly with respect to certain suppliers designated by the United States as part of the Chinese Military Industrial Complex, expose our operations to supply chain risks

for certain telecommunications equipment in certain of our markets.

Further, these trade controls expose us to a certain degree of exposure for violations of United States and other laws prohibiting certain transactions with restricted or prohibited companies.

While we have implemented a compliance program to prevent and detect violations of these trade controls, there remains some degree of risk that improper conduct could occur, thereby exposing our company to potential liability and the costs associated with investigating potential misconduct.

Our business has been, and could in the future, be adversely affected by a pandemic.

Pandemics and related mitigation measures have adversely affected our business and operating results in the past, particularly when countries in which we operate had imposed travel restrictions as they did with the COVID-19 pandemic, which reduced demand for our products and services.

Although some pandemic-related impacts on our business have abated, they may re-emerge or intensify again given the uncertain course of the pandemic and its effects.

To the extent a pandemic adversely affects our business, results of operations, financial position and cash flows, it may also have the effect of heightening the other risk factors described in this Annual Report on Form 10-K.

Risks that Relate to Certain Financial Matters

The effects of the novel coronavirus (COVID-19) outbreak could continue to adversely impact our business and results of operations.

The outbreak and continuing exponential spread of COVID-19, which first surfaced in Wuhan, China in December 2019 and was declared a “pandemic” by the Word Health Organization in March 2020, may continue to lead to a significant number of adverse effects, both external and internal, on our business and results of operations.

With respect to external impacts, the COVID-19 outbreak has resulted in a substantial curtailment of the global economy, including global travel, tourism, and business activities.

As part of the global efforts to contain the spread of COVID-19, most of the countries in which we operate have imposed travel restrictions, with a significant number of airport closures, flight cancellations and suspensions, and port closures.

These measures, coupled with the further spread of COVID-19, have resulted in a significant reduction of worldwide travel, including travel related to tourism, which is an important economic activity for many of the markets in which we operate.

If these conditions continue for an extended period of time, we could experience reduced demand for our products and services, including a reduction in roaming charges incurred by tourists , which could continue to have a negative impact on our ability to enter into new customer contracts or renew existing customer contracts, specifically in our B2B operations and with hotels and other tourist-related businesses.

In addition, a continued prolonged period of travel, commercial and other similar restrictions, or delays in vaccine rollouts, and the resulting reduced demand for air and sea travel as a result of the COVID-19 outbreak could continue to have a negative impact on the ability of our government customers to perform their obligations to us under their existing customer contracts, as many of these markets rely heavily on tourism to drive their respective economies.

With respect to internal impacts, the COVID-19 outbreak has resulted in significant uncertainty in many areas of our business.

This continued uncertainty is expected to continue to negatively impact our operations.

We may experience labor shortages if our employees are unable or unwilling to come to work due to being infected with COVID-19, quarantine measures, or related outcomes as a result of this outbreak.

In this regard, our internal controls over financial reporting measures may be impacted by labor shortages and/or work from home initiatives.

Similarly, some of our retail stores, offices and facilities either have been or may be temporarily shut down because of this outbreak, which certain of our customers frequently access to pay for our products and services.

The inability of our customers to pay for our products and services, as well as continued government intervention precluding payment from customers for a certain period of time, whether in such retail stores, due to a continued general downturn in the global economy or otherwise, could continue to negatively impact our cash flows, liquidity, including working capital, and ability to borrow.

To the extent to which any of the above materialize for a meaningful period of time, we would have to rely on committed liquidity facilities to bridge cash flow, working capital and or capital expenditure requirements.

This may have a long term consequence for both our liquidity position and longer term leverage levels across the business.

In turn, such results could impact our capital expenditures, including those earmarked for equipment and associated labor costs to build out and/or upgrade our networks as well as for related customer premises equipment.

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

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

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

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

If, among other factors, (i) our equity values were to remain at these declined levels for a sustained period or were to decline further or (ii) the adverse impacts stemming from the COVID-19 outbreak, competition, economic, regulatory or other factors, including macro-economic and demographic trends, were to cause our results of operations or cash flows to be worse than anticipated, we could conclude in future periods that impairment charges are required in order to reduce the carrying values of goodwill or other long-lived assets.

Any such impairment charges could be significant.

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

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

our business experiences a subsequent recovery.

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

Our substantial leverage could limit our ability to obtain additional financing and have other adverse effects.

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If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our debt obligations.

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

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

In that event, if related to borrowings under a borrowing group’s (i.e., C&W , Liberty Costa Rica, and Liberty Puerto Rico) debt agreements or other instruments, other debt agreements or instruments that contain cross-default or cross-acceleration provisions with respect to other indebtedness of that particular borrowing group may become payable on demand and the affected borrowing group may not have sufficient funds to repay all

of its debts;

and if related to borrowings in an amount above a certain threshold of a “significant subsidiary” (as defined in Regulation S-X under the Securities Act) of Liberty Latin America Ltd., the Convertible Notes may become payable on demand under the cross-default provision in the indenture governing the Convertible Notes.

If related to the Convertible Notes, Liberty Latin America Ltd.’s (excluding its subsidiaries) other debt agreements or instruments (if any) that contain cross-default or cross-acceleration provisions with respect to Latin America Ltd.’s other indebtedness may become payable on demand and it may not have sufficient funds to repay all of its debts.

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

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Adverse changes in the credit markets, including increases in interest rates, could increase our cost of borrowing and/or make it more difficult for us to obtain financing for our operations or refinance existing indebtedness.

In addition, our borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by customary credit metrics.

In addition, our borrowing costs can be affected by short- and long-term debt ratings assigned by

independent rating agencies, which are based, in significant part, on our performance as measured by customary credit metrics.

A decrease in these ratings would likely increase our cost of borrowing and/or make it more difficult for us to obtain financing.

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If we are unable to effectively manage our interest rate exposure through derivative transactions, any increase in market interest rates would increase our interest rate exposure and debt service obligations, which would exacerbate the risks associated with our leveraged capital structure.

Regulators in the U.K.

phased out LIBOR in 2021.

The phasing out of LIBOR will result in a new reference rate being applied to our LIBOR-indexed debt which may not be the same as the new reference rate applied to our LIBOR-indexed derivative instruments, and will have to be adjusted for.

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

dollar LIBOR announced a delay in the phase out of a majority of the U.S.

dollar LIBOR publications until June 30, 2023, with the remainder of LIBOR publications still being phased out at the end of 2021.

dollar LIBOR publications until June 30, 2023, with the remainder of LIBOR publications having been phased out at the end of 2021.

Our loan documents contain customary provisions that contemplate alternative calculations of the applicable base rate once LIBOR is no longer available.

We do not expect that these alternative calculations will be materially different from what would have been calculated under LIBOR at this time.

The phasing out of LIBOR and EURIBOR will result in a new reference rate being applied to our LIBOR-indexed debt which may not be the same as the new reference rate applied to our LIBOR-indexed derivative instruments, and will have to be adjusted for.

In July 2017, the U.K.

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

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

Benchmarks Regulation.

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

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

Additionally, no mandatory prepayment or redemption provisions would be triggered under our loan documents in the event that the LIBOR rate is not available.

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We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations.

While our operations attempt to increase our subscription rates to offset increases in programming and operating costs, there is no assurance that they will be able to do so.

While our operations attempt to increase our subscription rates to offset increases in operating costs, there is no assurance that they will be able to do so.

In certain countries in which we operate, our ability to increase subscription rates is subject to regulatory controls.

For example, VTR is generally prohibited from increasing subscription rates over the rate of inflation.

Also, our ability to increase subscription rates may be constrained by competitive pressures.

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In addition to having a direct impact on our revenue, due, for example, to reduction of roaming charges incurred by tourists, these factors will in turn drive disposable income, with the corresponding impact on use of our products and services.

recession or if consumer and/or business confidence in those economies erodes in the face of trends in the global financial markets and economies.

Due to the Caribbean’s heavy reliance on tourism, the Caribbean economy has suffered during previous periods of global recession and fluctuations in exchange rates and is likely to be adversely affected if major economies again find themselves in recession or if consumer and/or business confidence in those economies erodes in the face of trends in the global financial markets and economies.

T he current macroeconomic environment has also 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 with the onset of the COVID-19 pandemic.

The duration and severity of the economic impacts stemming from the COVID-19 pandemic, competition, economic, regulatory or other factors, including macro-economic and demographic trends, are unknown and may be prolonged.

In particular, any recession, depression, inflationary pressures, or other sustained adverse market event may result in high levels of unemployment and associated loss of personal income, decreased consumer confidence, and lower discretionary spending, which could materially and adversely affect our business, results of operations, financial position and cash flows.

Should current economic conditions deteriorate, there may be volatility in exchange rates, increases in interest rates or inflation, liquidity shortfalls and an adverse effect on our revenue and profits.

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We indirectly own equity interests in a variety of international video, broadband internet, telephony, mobile and other communications businesses.

Certain of these equity interests, such as our interests in our operating subsidiaries of CWP and C&W Bahamas, are held pursuant to concessions or agreements that provide the terms of the governance of the subsidiaries as well as the ownership of such interests.

Certain of these equity interests, such as our interests in our operating subsidiaries of CWP and

C&W Bahamas, are held pursuant to concessions or agreements that provide the terms of the governance of the subsidiaries as well as the ownership of such interests.

These agreements contain provisions that affect the liquidity, and therefore the realizable value, of those interests by subjecting the transfer of such equity interests to consent rights or rights of first refusal of the other shareholders or partners or similar restrictions on transfer.

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As of December 31, 2022, we had goodwill of $3,421 million, which represented approximately 25% of our total assets.

We evaluate goodwill and other indefinite-lived intangible assets (primarily spectrum licenses and cable television franchise rights) for impairment at least annually on October 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable.

We evaluate goodwill and other indefinite-lived intangible assets (primarily spectrum licenses and cable television franchise rights) for impairment at least annually on July 1 and whenever facts and circumstances indicate that their carrying amounts may not be recoverable.

As further described in note 7 to our consolidated financial statements, during the years ended December 31, 2022, 2021 and 2020, we incurred significant goodwill impairments.

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

Any such impairment charges could be significant.

Risks Relating to Climate Change

Factors Relating to Climate Change

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

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

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

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

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Certain of the company’s directors and an executive officer overlap with Liberty Global , and certain directors and officers have financial interests in Liberty Global , which may lead to conflicting interests.

As a result of the Split-Off , Miranda Curtis and Paul A.

As a result of our split-off from Liberty Global in December 2017, Miranda Curtis and Paul A.

Gould, who serve as directors of Liberty Global , and Liberty Global ’s chief financial officer, also serve as directors of Liberty Latin America .

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

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

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

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

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

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

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

Our Class B common shares are not widely held, with approximately 75% of such outstanding shares as of December 31, 2022 beneficially owned by John C.

Malone, a director emeritus of our company.

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

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

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

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

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We are a Bermuda company and the Bermuda Economic Substance Act 2018 may cause us to incur substantial additional costs, incur significant penalties or possibly require us to re-domicile.

Bermuda recently enacted the Economic Substance Act 2018 requiring affected Bermuda registered companies to maintain a substantial economic presence in Bermuda.

Bermuda enacted the Economic Substance Act 2018 requiring affected Bermuda registered companies to maintain a substantial economic presence in Bermuda.

This legislation could require us to incur substantial additional cost, and/or incur significant penalties and possibly require us to re-domicile our company to a jurisdiction with higher tax rates.

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

What changed 10-K

Item 1A. Risk Factors