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.
−Removed: The risk factors described in this section have been separated into six groups:
+Added: The risk factors described in this section have been separated into seven groups:
• risks that relate to the competition we face and the technology used in our businesses;
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• risks that relate to certain financial matters;
+Added: • risks related to cybersecurity;
• risks related to climate change;
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The markets for cable television, broadband internet, telephony and mobile services are highly competitive.
−Removed: In the provision of video services, we face competition from FTA and DTT broadcasters, DTH satellite providers, networks using DSL , VDSL or vectoring technology, Multi-channel Multipoint Distribution System operators, FTTH networks, OTT content providers, and, in some countries where parts of our systems are overbuilt, with cable & fiber-to-the-home/-cabinet/-building/-node networks, among others.
+Added: In the provision of video services, we face competition from FTA and DTT broadcasters, DTH satellite providers, networks using DSL , VDSL or vectoring technology, Multi-channel Multipoint Distribution System operators, FTTH networks, OTT content providers, and, in some countries where parts of our systems are overbuilt, with cable and FTTH networks, among others.
Our operating businesses are facing increasing competition from video services provided by, or over the networks of, other telecommunications operators and service providers.
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Changes in technology may limit the competitiveness of and demand for our services.
−Removed: Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies.
+Added: Technology in the video, telecommunications and data services industries is changing rapidly, including advances in current technologies and the emergence of new technologies, such as the use of artificial intelligence and machine learning.
New technologies, products and services may impact consumer behavior and therefore demand for our products and services.
+Added: Failure to develop enhancements to our products or services or incorporate technologies, like artificial intelligence or machine learning, may impact our ability to meet customer expectations and harm our business.
Our ability to anticipate changes in technology and consumer tastes and to develop and introduce new and enhanced products and services on a timely basis will affect our ability to maintain, continue to grow, or increase our revenue and number of customers and remain competitive.
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Our significant property and equipment additions may not generate a positive return.
−Removed: Significant additions to our property and equipment are, or in the future may be, required to add customers to our networks and to upgrade or expand our broadband communications networks and upgrade customer premises equipment to enhance our service offerings and improve the customer experience.
+Added: Significant additions to our property and equipment are, or in the future may be, required to add customers to our networks and to upgrade or expand our mobile and broadband communications networks and upgrade customer premises equipment to
+Added: enhance our service offerings and improve the customer experience.
Additions to our property and equipment, including in connection with Network Extensions , require significant capital expenditures for equipment and associated labor costs to build out and/or upgrade our networks as well as for related customer premises equipment.
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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.
−Removed: To the extent that we have minimum order
−Removed: commitments, we would be adversely affected in the event that we were unable to resell committed products or otherwise decline to accept committed products.
+Added: 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.
−Removed: We rely upon intellectual property that is owned or licensed by us to use various technologies, conduct our operations and sell our products and services.
+Added: We rely upon intellectual property that is owned or licensed by us to use various technologies,
+Added: conduct our operations and sell our products and services.
Legal challenges could be made against our use of our owned or licensed intellectual property rights (such as trademarks, patents and trade secrets) and we may be required to enter into licensing arrangements on unfavorable terms, incur monetary damages or be enjoined from use of the intellectual property rights in question.
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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.
−Removed: Events outside of our control, such as natural disasters, technological failures, vandalism, war, terrorism, inadvertent cuts or extraordinary social or political events, could impact the continued operation of our network.
+Added: Events outside of our control, such as natural disasters, technological failures, cybersecurity incidents, vandalism, war, terrorism, inadvertent cuts or extraordinary social or political events, could impact the continued operation of our network.
We cannot assure you that our systems will continue to function as expected in a cost-effective manner.
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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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems as well as our customer service centers.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Moreover, despite security measures, our servers, systems and equipment are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive actions as further discussed below.
−Removed: See “ Cyberattacks or other network disruptions could have an adverse effect on our business.”
−Removed: Our disaster recovery, security and service continuity protection measures include back-up power systems, resilient ring network systems, procuring capacity in competing networks to further strengthen our reliability profile and network monitoring.
−Removed: We also are party to the Atlantic Cable Maintenance and Repair Agreement, which provides us with certain dedicated repair vessels and timely call out services with respect to our subsea cables through to the present.
−Removed: We cannot assure you, however, that these precautions will be sufficient to prevent loss of data or prolonged network downtime or that we will be able to renegotiate arrangements with the Atlantic Cable Maintenance and Repair Agreement on successful terms.
−Removed: Despite the precautions we have taken, unanticipated problems affecting our systems could cause failures in our information technology systems or disruption in the transmission of signals over our networks or similar problems.
−Removed: Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operations.
−Removed: Further, sustained or repeated system failures that interrupt our ability to provide service to our customers or otherwise meet our business obligations in a timely manner could adversely affect our reputation and result in a loss of customers and revenue.
−Removed: Cyberattacks or other network disruptions could have an adverse effect on our business.
−Removed: As described above, our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems.
−Removed: 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.
−Removed: In addition, through our operations, sales and marketing activities, we collect and store certain non-public personal information related to our customers, and we also gather and retain information about employees in the normal course of business.
−Removed: We may share information about such persons with vendors, contractors and other third-parties that assist with certain aspects of our business.
−Removed: Our and our vendors’ servers, 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, security flaws, and malicious human acts.
−Removed: Despite security measures, our and our vendors’ servers, systems and equipment are potentially vulnerable to physical or electronic break-ins, computer viruses, worms, phishing attacks and similar disruptive actions.
−Removed: Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third-party vendors, including customer, personnel and vendor data.
−Removed: The techniques used to gain such access to our or our vendors’ technology systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized until launched against a target.
−Removed: It is possible for such cyberattacks to go undetected for an extended period of time, increasing the potential harm to our customers, employees, assets, and reputation.
−Removed: Cyberattacks against our or our vendors’ technological infrastructure or breaches of network information technology may cause equipment failures, disruption of our or their operation, and potentially unauthorized access to confidential customer or employee data, which could subject us to increased costs and other liabilities as discussed further below.
−Removed: To date, we have not been subject to cyberattacks or network disruptions that, individually or in the aggregate, have been material to our operations or financial condition.
−Removed: Although we have not detected a material security breach or cybersecurity incident to date, we have been the target of events of this nature and expect to be subject to similar attacks in the future.
−Removed: We engage in a variety of preventive measures (in terms of people, processes and technology) at an increased cost to us, in order to reduce the risk of cyberattacks and safeguard our infrastructure and confidential customer information, but as with all companies, these measures may not be sufficient for all eventualities and there is no guarantee that they will be adequate to safeguard against all cyberattacks, system compromises or misuses of data.
−Removed: If hackers or cyberthieves gain improper access to our or our vendors’ technology systems, networks, or infrastructure, they may be able to access, steal, publish, delete, misappropriate, modify or otherwise disrupt access to confidential customer or employee data or our or our customers’ business systems or networks.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The costs imposed on us as a result of a cyberattack or network disruption could be significant.
−Removed: Among others, such costs could include increased expenditures on cyber security measures, litigation, regulatory actions, fines, sanctions, lost revenue from business interruption, and damage to the public’s perception regarding our ability to provide a secure service.
−Removed: As a result, a cyberattack or network disruption could have a material adverse effect on our business, financial condition, cash flows, and operating results.
−Removed: We also face similar risks associated with security breaches affecting third parties with which we are affiliated or otherwise conduct business.
−Removed: While we maintain cyber liability insurance that provides both third-party liability and first-party insurance coverage, our insurance may not be sufficient to protect against all of our losses from any future disruptions or breaches of our systems or other events as described above.
+Added: If we were to lose the benefit of one or more key roaming or wholesale agreements unexpectedly, we 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 our customers that they’ve grown accustomed to or may be unable to provide such services on a cost-effective basis.
+Added: An inability to obtain new or replacement roaming services on a cost-effective basis may limit our ability to compete effectively for wireless customers, which may increase turnover and decrease revenue, which in turn could materially adversely affect our business, financial condition and results of operations.
We rely on information technology to operate our business and maintain our competitiveness, and any failure to invest in and adapt to technological developments and industry trends could harm our business.
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We may not be successful, or may be less successful than our current or new competitors, in developing technology that operates effectively across multiple devices and platforms and that is appealing to consumers, either of which would negatively impact our business and financial performance.
−Removed: New developments in other areas, such as cloud computing and software as a service provider, could also make it easier for competition to enter our markets due to lower up-front technology costs.
+Added: New developments in other areas, such as artificial intelligence, machine learning, cloud computing and software
+Added: as a service provider, could also make it easier for competition to enter our markets due to lower up-front technology costs.
In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as customers would like or in a cost-effective manner.
−Removed: Unauthorized access to our network resulting in piracy could result in a loss of revenue.
−Removed: We rely on the integrity of our technology to ensure that our services are provided only to identifiable paying customers.
−Removed: Increasingly, sophisticated means of illicit piracy of television, broadband and telephony services are continually being developed in response to evolving technologies.
−Removed: Furthermore, billing and revenue generation for television services rely on the proper functioning of encryption systems.
−Removed: While we continue to invest in measures to manage unauthorized access to our networks, any such unauthorized access to our cable television service could result in a loss of revenue, and any failure to respond to security breaches could raise concerns under our agreements with content providers, all of which could have a material adverse effect on our business and results of operations.
If we are unable to retain key employees, our ability to manage our business could be adversely affected.
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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.
−Removed: Data privacy regulations are expanding and compliance with, and any violations of, these regulations may cause us to incur significant expenses.
−Removed: Privacy legislation, enforcement and policy activity in this area are expanding rapidly in many jurisdictions and creating a complex regulatory compliance environment.
−Removed: 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.
−Removed: The cost of complying with and implementing these privacy-related and data protection measures could be significant.
−Removed: In addition, even our inadvertent failure to comply with federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others, and substantial fines and damages.
−Removed: The theft, loss or misuse of personal data collected, used, stored or transferred by us to run our business could result in significantly increased business and security costs or costs related to defending legal claims.
We are involved in disputes and legal proceedings that, if determined unfavorably to us, could have a material adverse effect on our business, financial condition and results of operations.
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Any failure by these subsidiaries and business affiliates to effectively manage the challenges associated with the international operation of their businesses could materially adversely affect their, and hence our, financial condition.
−Removed: Public health crises, such as the recent outbreak of the novel coronavirus, in countries where we operate or where our contractors’ or vendors’ facilities are located could also have an effect on our financial condition or operations through impacts on our customers’ ability to use our services, on the availability of our workforce or through adverse impacts to our supply chain.
+Added: Public health crises, such as the coronavirus outbreak, in countries where we operate or where our contractors’ or vendors’ facilities are located could also have an effect on our financial condition or operations through impacts on our customers’ ability to use our services, on the availability of our workforce or through adverse impacts to our supply chain.
We are exposed to foreign currency exchange rate risk.
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In addition to the exposure that results from unmatched debt, we are exposed to foreign currency risk to the extent that we enter into transactions denominated in currencies other than our operating subsidiaries’ respective functional currencies (non-functional currency risk), such as equipment purchases and programming contracts.
−Removed: Changes in exchange rates with respect to amounts recorded in our consolidated balance sheet related to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions.
−Removed: Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a result of changes in foreign currency exchange rates.
+Added: Changes in exchange rates with respect to amounts recorded in our consolidated balance sheet related to these items will result in (i) unrealized foreign currency transaction gains and losses based upon period-end exchange rates or (ii) realized foreign currency transaction gains and losses upon settlement of the transactions.
+Added: Moreover, to the extent that our revenue, costs and expenses are denominated in currencies other than our respective functional currencies, we will experience fluctuations in our revenue, costs and expenses solely as a
+Added: result of changes in foreign currency exchange rates.
Generally, we will consider hedging non-functional currency risks when the risks arise from agreements with third parties that involve the future payment or receipt of cash or other monetary items to the extent that we can reasonably predict the timing and amount of such payments or receipts and the payments or receipts are not otherwise hedged.
In this regard, we have entered into foreign currency forward contracts to hedge certain of these risks.
−Removed: Certain non-functional currency risks related to our programming and other direct costs of services and other operating costs and expenses and property and equipment additions were not hedged as of December 31, 2022.
+Added: Certain non-functional currency risks related to our programming and other direct costs of services, other operating costs and expenses and property and equipment additions were not hedged as of December 31, 2023.
We also are exposed to unfavorable and potentially volatile fluctuations of the U.S.
dollar (our reporting currency) against the currencies of our operating subsidiaries when their respective financial statements are translated into U.S.
−Removed: inclusion in our consolidated financial statements.
+Added: dollars for 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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For example, certain of our companies provide (and may in the future provide), directly or indirectly, certain services to governmental entities in Cuba ( e.g.
−Removed: , C&W sells IP and international transport telecommunication services to ETECSA , the Cuba state-owned telecommunications provider and to three international telecommunications providers that in turn sell telecom services to ETECSA ).
−Removed: All these services are provided outside of Cuba and the provision of non-facilities based telecom services to Cuba are permissible under a general license from OFAC .
+Added: , C&W sells IP and international transport telecommunication services to ETECSA , the Cuba state-owned telecommunications provider and to other international telecommunications providers that in turn sell telecom services to ETECSA ).
+Added: All these services are provided outside of Cuba and the provision of non-facilities based telecom services to Cuba are permissible under the Cuba Assets Control Regulations and a general license from OFAC .
We also have interconnection and services contracts with telecommunications carriers located in Venezuela.
−Removed: With respect to Cuba, we believe we have designed our activities to comply with certain telecommunications and information systems general license and exemptions.
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.
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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.
+Added: OFAC extended this license on August 17, 2023.
We believe that our activities with respect to these countries are known to OFAC.
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In particular, we are reliant on access with mutually beneficial terms to spectrum for both existing and next generation telecommunication services, entrance into interconnection agreements with other telecommunications companies and are subject to a range of decisions by regulators, including in respect of pricing, for example, for termination rates.
−Removed: The provision of electronic communications networks and services requires our licensing from, or registration with, the appropriate regulatory authorities.
+Added: The provision of electronic communications
+Added: networks and services requires our licensing from, or registration with, the appropriate regulatory authorities.
It is possible that countries in which we operate may adopt laws and regulations regarding electronic commerce, which could dampen the growth of the internet services being offered and developed by these businesses.
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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.
−Removed: More significantly, regulatory authorities may
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: For example, certain regulators are seeking to mandate third-party access to portions of C&W’s network infrastructure, such as in Jamaica where, under The Telecommunications (Infrastructure Sharing) Rules 2022, dominant licensees are required 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;
−Removed: • impact the amount of government funding under certain support programs such as the FCC’s UPR Fund;
+Added: • impact the amount of government funding under certain support programs such as the FCC ’s UPR Fund and the NTIA ’s MMG Program ;
• strengthen our competitors by granting them access and lowering their costs to enter into our markets;
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Furthermore, the governments in the countries and territories in which we operate differ widely with respect to political structure, constitution, economic philosophy, stability and level of regulation.
−Removed: Many of our operations depend on governmental approval and regulatory decisions, and we provide services to governmental organizations in certain markets (and in certain cases, like Venezuela, governmental organizations are our biggest customers).
+Added: Many of our operations depend on governmental approval and regulatory decisions, and we provide services to governmental organizations in certain markets (and in certain
+Added: cases, like Venezuela, governmental organizations are our biggest customers).
Moreover, in several of C&W ’s key markets, including Panama and The Bahamas, governments are C&W ’s partners and co-owners.
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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.
−Removed: 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.
+Added: 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.
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.
−Removed: 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.
+Added: 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, and payments by such programs are decreasing and uncertain.
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.
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Liberty Puerto Rico receives funds from the FCC through these programs.
−Removed: To continue receiving funds under these programs, Liberty Puerto Rico must comply with certain requirements established by the FCC as described in Item 1.
+Added: To continue receiving funds under these programs, Liberty Puerto Rico, Liberty Mobile U.S.
+Added: Virgin Islands and Broadband VI, LLC must comply with certain requirements established by the FCC as described in Item 1.
Business—Description of Business—Regulatory Matters.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Compliance with FCC requirements may depend upon factors such as issuance of permits by local regulatory authorities.
+Added: In April 2023, the FCC adopted an additional two-year transitional period for mobile support recipients during which transitional mobile support recipients will receive 50% of their current monthly support for both 4G LTE and 5G-NR during the first year of transitional mobile support, and then 25% of their currently monthly support in their second year of transitional support.
+Added: Thus, Liberty Puerto Rico’s annual Stage 2 mobile support was reduced from approximately $34 million to approximately $17 million in the first year of
+Added: transitional support and will be reduced to approximately $8.5 million in the second year.
+Added: In addition, continuation of the ACP, depends upon the appropriation of additional funds by Congress, which is uncertain.
+Added: Reduced funding from these programs may have an adverse impact on Liberty Puerto Rico’s business and our RGUs, revenue and cash flow.
+Added: In the specific case of the UPR Fund and the Connect USVI funding for fixed providers, such as LCPR and Broadband VI, LLC, failure to comply with program buildout milestones can result in the FCC clawing back allocated funds and/or imposing fines for non-compliance.
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.
−Removed: 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
−Removed: necessary to acquire new spectrum or other licenses in the future to provide us with additional capacity and/or offer new technologies or services.
+Added: 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.
+Added: For example, we expect to acquire additional wireless spectrum in Puerto Rico and the USVI through the Puerto Rico and USVI Spectrum Acquisition .
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.
−Removed: We will likely require additional spectrum licenses for LTE networks, and there may be competition for their acquisition.
+Added: We will likely require additional spectrum licenses for LTE and 5G networks, and there may be competition for their acquisition.
In addition, we may need other types of licenses for the new products and services that we contemplate or will consider offering.
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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.
−Removed: 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.
−Removed: 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.
+Added: Part of our business strategy is to grow and expand our businesses, in part, through selective acquisitions, such as the Puerto Rico and USVI Spectrum Acquisition, that enable us to take advantage of existing networks, local service offerings and region-specific management expertise.
+Added: 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, our ability to obtain regulatory approval or satisfy other conditions to completing a transaction, 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, the Liberty Telecomunicaciones Acquisition and the Claro Panama Acquisition , may present significant costs and challenges associated with:
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While we intend to conduct appropriate due diligence and to implement appropriate controls and procedures as we integrate acquired companies, we may not be able to certify as to the effectiveness of these companies’ disclosure controls and procedures or internal controls over financial reporting until we have fully integrated them.
−Removed: We may not be successful in renewing the necessary regulatory licenses, concessions or other operating agreements needed to operate our businesses upon expiration, and such licenses may be subject to termination, revocation or material alteration in the event of a breach or to promote the public interest or as a result of triggering a change of control clause.
+Added: We may not be successful in renewing the necessary regulatory or spectrum licenses, concessions or other operating agreements needed to operate our businesses upon expiration, and such licenses may be subject to termination, revocation or material alteration in the event of a breach or to promote the public interest or as a result of triggering a change of control clause.
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.
−Removed: 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.
+Added: For instance, C&W ’s licenses in Jamaica, the Cayman Islands, The Bahamas, 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.
+Added: In addition, in certain jurisdictions where spectrum licenses must be renewed, there is no guarantee that we will be able to renew those licenses on similar or commercially viable terms, or at all.
Some of these licenses may also include clauses that allow the grantor to terminate or revoke or alter them in the event of a default or other failure by us to comply with applicable conditions of the license or to promote the public interest.
6 unchanged sentences
We also may not be able to enforce future changes to our subscription prices.
−Removed: 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
+Added: 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.
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.
23 unchanged sentences
It is possible that additional jurisdictions in which we do business could react to these initiatives or their own concerns by enacting tax legislation that could adversely affect us or our shareholders through increasing our tax liabilities.
−Removed: In particular, the OECD has recently proposed a provision to impose a minimum tax rate of 15%, among other provisions, and as of 2022 more than 140 countries have tentatively signed on to the framework.
+Added: In particular, the OECD has proposed a provision to impose a minimum tax rate of 15%, among other provisions, and as of
+Added: 2023 more than 140 countries have tentatively signed on to the framework.
As this framework is subject to further negotiation and implementation by each member country, the timing and ultimate impact of any such changes on our tax obligations are uncertain.
3 unchanged sentences
Failure to comply with trade controls.
−Removed: 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
−Removed: for certain telecommunications equipment in certain of our markets.
+Added: Trade controls implemented by the United States, Costa Rica and other governments, particularly with respect to certain suppliers designated by these governments 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.
24 unchanged sentences
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.
−Removed: 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
−Removed: of its debts;
+Added: 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.
28 unchanged sentences
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.
−Removed: In addition, our borrowing costs can be affected by short- and long-term debt ratings assigned by
−Removed: independent rating agencies, which are based, in significant part, on our performance as measured by customary credit metrics.
+Added: 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.
A severe disruption in the global financial markets could impact some of the financial institutions with which we do business, and such instability could also affect our access to financing.
−Removed: In particular, we are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to LIBOR or other base rates.
+Added: In particular, we are exposed to the risk of fluctuations in interest rates, primarily through the credit facilities of certain of our subsidiaries, which are indexed to Adjusted Term SOFR or other base rates.
Although we enter into various derivative transactions to manage exposure to movements in interest rates, there can be no assurance that we will be able to continue to do so at a reasonable cost or at all.
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.
−Removed: 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.
−Removed: On November 30, 2020, the administrator of U.S.
−Removed: dollar LIBOR announced a delay in the phase out of a majority of the U.S.
−Removed: dollar LIBOR publications until June 30, 2023, with the remainder of LIBOR publications having been phased out at the end of 2021.
−Removed: Our loan documents contain customary provisions that contemplate alternative calculations of the applicable base rate once LIBOR is no longer available.
−Removed: We do not expect that these alternative calculations will be materially different from what would have been calculated under LIBOR at this time.
−Removed: Additionally, no mandatory prepayment or redemption provisions would be triggered under our loan documents in the event that the LIBOR rate is not available.
−Removed: It is possible, however, that any new reference rate that applies to our LIBOR-indexed debt could be different than any new reference rate that applies to our LIBOR-indexed derivative instruments.
−Removed: We anticipate managing this difference and any resulting increased variable-rate exposure through modifications to our debt and/or derivative instruments, however future market conditions may not allow immediate implementation of desired modifications and the company may incur significant associated costs.
We are subject to increasing operating costs and inflation risks, which may adversely affect our results of operations.
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Business solutions customers may delay purchasing decisions, delay full implementation of service offerings or reduce their use of services.
−Removed: Our residential customers may similarly elect to use fewer higher margin services, switch from fixed to mobile services resulting in the so-called traffic substitution effect, reduce their consumption of our video services or similarly choose to obtain products and services under lower cost programs offered by our competitors.
+Added: Our residential customers may similarly elect to use fewer higher margin services, switch from fixed to mobile services resulting in
+Added: the so-called traffic substitution effect, reduce their consumption of our video services or similarly choose to obtain products and services under lower cost programs offered by our competitors.
In addition, adverse economic conditions may lead to a rise in the number of our customers who are not able to pay for our services.
22 unchanged sentences
We indirectly own equity interests in a variety of international video, broadband internet, telephony, mobile and other communications businesses.
−Removed: Certain of these equity interests, such as our interests in our operating subsidiaries of CWP and
−Removed: 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.
+Added: 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.
7 unchanged sentences
As further described in note 8 to our consolidated financial statements, during the years ended December 31, 2022 and 2021, we incurred significant goodwill impairments.
−Removed: 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 segment or our C&W Panama segment.
+Added: If, among other factors, (i) our equity values were to decline significantly, (ii) we experience additional adverse impacts associated with macroeconomic factors, including increases in our estimated weighted average cost of capital, or (iii) the adverse impacts stemming from competition, economic, regulatory or other factors were to cause our results of operations or cash flows to be worse than currently anticipated, we could conclude in future periods that additional impairment charges of certain reporting units are required in order to reduce the carrying values of goodwill.
Any such impairment charges could be significant.
−Removed: Factors Relating to Climate Change
+Added: Risks Relating to Cybersecurity
+Added: 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.
+Added: Our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems as well as our customer service centers.
+Added: 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.
+Added: 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.
+Added: In particular, our systems and equipment are in regions prone to hurricanes, earthquakes and other natural disasters, and they have been impacted by hurricanes and earthquakes in the recent past.
+Added: Moreover, despite security measures, our servers, systems and equipment are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive actions as further discussed below.
+Added: See “Cyberattacks or other network disruptions could have an adverse effect on our business.”
+Added: Our disaster recovery, security and service continuity protection measures include back-up power systems, resilient ring network systems, procuring capacity in competing networks to further strengthen our reliability profile and network monitoring.
+Added: We also are party to the Atlantic Cable Maintenance and Repair Agreement, which provides us with certain dedicated repair vessels and timely call out services with respect to our subsea cables through to the present.
+Added: We cannot assure you, however, that these precautions will be sufficient to prevent loss of data or prolonged network downtime or that we will be able to renegotiate arrangements with the Atlantic Cable Maintenance and Repair Agreement on successful terms.
+Added: Despite the precautions we have taken, unanticipated problems affecting our systems could cause failures in our information technology systems or disruption in the transmission of signals over our networks or similar problems.
+Added: Any disruptive situation that causes loss, misappropriation, misuse or leakage of data could damage our reputation and the credibility of our operations.
+Added: Further, sustained or repeated system failures that interrupt our ability to provide service to our customers or otherwise meet our business obligations in a timely manner could adversely affect our reputation and result in a loss of customers and revenue.
+Added: Cyberattacks or other network disruptions could have an adverse effect on our business.
+Added: As described above, our success depends, in part, on the continued and uninterrupted performance of our information technology and network systems.
+Added: 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.
+Added: In addition, through our operations, sales and marketing activities, we collect and store certain non-public personal information related to our customers, and we also gather and retain information about employees in the normal course of business.
+Added: We may share information about such persons with vendors, contractors and other third-parties that assist with certain aspects of our business.
+Added: Our and our vendors’ servers, 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, security flaws, and malicious human acts.
+Added: Despite security measures, our and our vendors’ servers, systems and equipment are potentially vulnerable to physical or electronic break-ins, computer viruses, worms, phishing attacks and similar disruptive actions.
+Added: Furthermore, our operating activities could be subject to risks caused by misappropriation, misuse, leakage, falsification or accidental release or loss of information maintained in our information technology systems and networks and those of our third-party vendors, including customer, personnel and vendor data.
+Added: The techniques used to gain such access to our or our vendors’ technology systems, data or customer information, disable or degrade service, or sabotage systems are constantly evolving, may be difficult to detect quickly, and often are not recognized until launched against a target.
+Added: It is possible for such cyberattacks to go undetected for an extended period of time, increasing the potential harm to our customers, employees, assets, and reputation.
+Added: Cyberattacks against our or our vendors’ technological infrastructure or breaches of network information technology may cause equipment failures, disruption of our or their operation, and potentially unauthorized access to confidential customer or employee data, which could subject us to increased costs and other liabilities as discussed further below.
+Added: Although we have not suffered a security breach or cybersecurity incident to date that has materially affected our operations or financial condition, we have been the target of attempted attacks of this nature in the past and expect to be subject to similar attacks in the future.
+Added: We engage in a variety of preventive measures (in terms of people, processes and technology) at an increased cost to us, in order to reduce the risk of cyberattacks and safeguard our infrastructure and confidential customer information, but as with all companies, these measures may not be sufficient for all eventualities and there is no guarantee that they will be adequate to safeguard against all cyberattacks, system compromises or misuses of data.
+Added: If hackers or cyberthieves gain improper access to our or our vendors’ technology systems, networks, or infrastructure, they may be able to access, steal, publish, delete, misappropriate, modify or otherwise disrupt access to confidential customer or employee data or our or our customers’ business systems or networks.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The costs imposed on us as a result of a cyberattack or network disruption could be significant.
+Added: Among others, such costs could include increased expenditures on cyber security measures, litigation, regulatory actions, fines, sanctions, lost revenue from business interruption, and damage to the public’s perception regarding our ability to provide a secure service.
+Added: As a result, a cyberattack or network disruption could have a material adverse effect on our business, financial condition, cash flows, and operating results.
+Added: We also face similar risks associated with security breaches affecting third parties with which we are affiliated or otherwise conduct business.
+Added: While we maintain cyber liability insurance that provides both third-party liability and first-party insurance coverage, our insurance may not be sufficient to protect against all of our losses from any future disruptions or breaches of our systems or other events as described above.
+Added: Unauthorized access to our network resulting in piracy could result in a loss of revenue.
+Added: We rely on the integrity of our technology to ensure that our services are provided only to identifiable paying customers.
+Added: Increasingly, sophisticated means of illicit piracy of television, broadband and telephony services are continually being developed in response to evolving technologies.
+Added: Furthermore, billing and revenue generation for television services rely on the proper functioning of encryption systems.
+Added: While we continue to invest in measures to manage unauthorized access to our networks, any such unauthorized access to our cable television service could result in a loss of revenue, and any failure to respond to security breaches could raise concerns under our agreements with content providers, all of which could have a material adverse effect on our business and results of operations.
+Added: Data privacy regulations are expanding and compliance with, and any violations of, these regulations may cause us to incur significant expenses.
+Added: Privacy legislation, enforcement and policy activity in this area are expanding rapidly in many jurisdictions and creating a complex regulatory compliance environment.
+Added: For example, certain regulations exist that require customer personal data to be processed in accordance with applicable data protection standards, grant consumers certain privacy rights, and require corporate notice to customers and government agencies of certain data breaches that implicate customer proprietary network information.
+Added: The cost of complying with and implementing these privacy-related and data protection measures could be significant.
+Added: In addition, even our inadvertent failure to comply with federal, state or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others, and substantial fines and damages.
+Added: The theft, loss or misuse of personal data collected, used, stored or transferred by us to run our business could result in significantly increased business and security costs or costs related to defending legal claims.
+Added: Risks Relating to Climate Change
We may face increased costs, limitations of our operations and other adverse impacts from international climate change treaties and accords or national climate-change regulation and legislation.
1 unchanged sentence
As a result of the adoption of international climate treaties or accords or local climate change legislation or regulation outside of our operating markets, we may face shortages of components necessary to our business or face increased costs for the acquisition or disposition of certain products necessary to our business.
−Removed: We may face the loss of certain market, customers or significant financial loss due to the physical impacts of climate change.
+Added: We may face the loss of certain markets, customers or significant financial loss due to the physical impacts of climate change.
Given the location of our operations in the Caribbean and in Latin America, we may face the loss of certain markets or customers or the availability of labor due to impacts caused by sea level rise, distortion of historical rainfall patterns, fire or other adverse impacts of climate change.
−Removed: 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 or natural disasters, such as floods, fires and earthquakes.
+Added: 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 or natural disasters, such as hurricanes, floods, fires and earthquakes.
The impact of any one or all of the foregoing factors may adversely affect our financial condition and results of operations.
5 unchanged sentences
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.
−Removed: As a result of our split-off from Liberty Global in December 2017, Miranda Curtis and Paul A.
−Removed: Gould, who serve as directors of Liberty Global , and Liberty Global ’s chief financial officer, also serve as directors of Liberty Latin America .
+Added: We were a subsidiary of Liberty Global prior to our split-off in December 2017.
+Added: Following our split-off, Miranda Curtis, Paul A.
+Added: Gould and Daniel Sanchez, who serve as directors of Liberty Global , and Liberty Global ’s chief financial officer, Charles H.R.
+Added: Bracken, also serve as directors of Liberty Latin America .
Additionally, the chief executive officer of Liberty Global , Michael Fries, also serves as our executive chairman.
2 unchanged sentences
For example, there may be the potential for a conflict of interest when the company or Liberty Global pursues acquisitions and other corporate opportunities that may be suitable for each of them.
−Removed: In addition, all of our directors and executive officers, other than our directors Alfonso de Angoitia Noriega and Eric L.
−Removed: Zinterhofer, have financial interests in Liberty Global as a result of their ownership of Liberty Global ordinary shares and/or equity awards.
+Added: In addition, all of our directors and our executive officers, other than three of our directors (Alfonso de Angoitia Noriega, Roberta S.
+Added: Jacobson and Eric L.
+Added: Zinterhofer) and our Chief Technology Officer, Aamir Hussain, 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.
8 unchanged sentences
From time to time, we may enter into transactions with Liberty Global and/or any of its subsidiaries or other affiliates.
−Removed: In the event of any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) involving Liberty Global and/or any of its subsidiaries or other affiliates, the audit committee or another independent body of Liberty Latin America would be required to review and approve the transaction.
−Removed: If the potential conflict or transaction involved an executive officer of Liberty Latin America , the audit committee of our company would be the independent committee charged by our corporate governance guidelines with this duty, and if the potential conflict or transaction involved a director of Liberty Latin America , a committee of the disinterested independent directors of Liberty Latin America would be the independent committee charged by our corporate governance guidelines with this duty.
+Added: In the event of any potential conflict that qualifies as a “related party transaction” (as defined in Item 404 of Regulation S-K) involving Liberty Global and/or any of its subsidiaries or other affiliates, our Audit Committee or another independent body of Liberty Latin America would be required to review and approve the transaction.
+Added: If the potential conflict or transaction involved an executive officer of Liberty Latin America , our Audit Committee would be the independent committee charged by our corporate governance guidelines with this duty, and if the potential conflict or transaction involved a director of Liberty Latin America , a committee of the disinterested independent directors of Liberty Latin America would be the independent committee charged by our corporate governance guidelines with this duty.
There can be no assurance that the terms of any such transactions will be as favorable to the company or any of its subsidiaries or affiliates as would be the case where there is no overlapping director or officer or where there are no financial interests in Liberty Global .
5 unchanged sentences
and holders of our Class C common shares are not entitled to any votes in respect of their common shares, unless such common shares are required to carry the right to vote under applicable law, in which case holders of our Class C common shares will be entitled to 1/100 of a vote per share.
−Removed: Our bye-laws prescribe that all classes of common shares vote together as one class, meaning that those holding Class C common shares will have little to no ability to influence the outcome of a shareholder vote as they will be consistently outvoted by holders of our Class A and Class B common shares.
+Added: Our bye-laws prescribe that all classes of common
+Added: shares vote together as one class, meaning that those holding Class C common shares will have little to no ability to influence the outcome of a shareholder vote as they will be consistently outvoted by holders of our Class A and Class B common shares.
The division of our common shares into different classes with different relative voting rights does not affect the fiduciary duties owed by our directors.
73 unchanged sentences
If our remedial measures are insufficient to address the material weaknesses, or if one or more additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could, in turn, harm our reputation or otherwise cause a decline in investor confidence and in the market price of our stock.
−Removed: UNRESOLVED STAFF COMMENTS
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.