Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principle Executive Officer and our Principal Financial Officer (the Executives), as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives.
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Our management, with the participation of the Executives, evaluated the design and effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on that evaluation, the Executives concluded that our disclosure controls and procedures are not effective as of December 31, 2023 due to material weaknesses in internal control over financial reporting, as described below. Notwithstanding such material weaknesses in internal control over financial reporting, our management concluded that our consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our management, with the participation of the Executives and Board of Directors, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023, using the criteria in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our Annual Report on Form 10-K for our fiscal year ended December 31, 2018, management identified the following material weaknesses in internal control over financial reporting, which continue to exist as of December 31, 2023:
• The Company did not have a sufficient number of resources with the appropriate skills and knowledge to adequately support the organization in the operation of internal controls over financial reporting.
• The Company did not have an effective information and communication process to identify, capture, and process relevant information necessary for financial accounting and reporting.
• The Company did not i) have an effective IT risk assessment process that successfully identified and assessed risks associated with IT systems relevant to our financial reporting to ensure controls were designed and implemented to respond to those risks, ii) establish effective general information technology controls (GITCs), specifically program change controls and access controls, that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over all financial reporting; and, iii) have policies and procedures through which general information technology controls are deployed across the organization. Automated process-level controls and manual controls dependent upon the accuracy and completeness of information derived from information technology systems were also rendered ineffective because they are affected by the lack of GITCs.
As a consequence, the Company did not effectively design, implement, and operate process-level control activities related to order-to-cash (including revenue, trade receivables, and deferred revenue), procure-to-pay (including operating expenses, prepaid expenses, accounts payable, and accrued liabilities), hire-to-pay (including compensation expense and accrued liabilities), long-lived assets, inventory, and other financial reporting processes.
These control deficiencies resulted in immaterial misstatements, some of which were corrected, in our consolidated financial statements as of and for the year ended December 31, 2023. These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis, and
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therefore we conclude that the deficiencies represent material weaknesses in internal control over financial reporting and our internal control over financial reporting is not effective as of December 31, 2023.
Our independent registered public accounting firm, KPMG, LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, has expressed an adverse report on the operating effectiveness of the Company's internal control over financial reporting. KPMG LLP's report is included herein on page II- 39.
Management’s Remediation Plan
We, with the oversight from the Audit Committee of the Board of Directors, continue to implement the remediation plans for the aforementioned material weaknesses in internal control over financial reporting as follows:
• Hire additional individuals with appropriate skills and experience.
• Enhance information and communication processes, including through information technology solutions of which include, but are not limited to, implementing new enterprise resource planning software, to ensure that information needed for financial reporting is accurate, complete, relevant, reliable, and communicated in a timely manner.
• Complete our IT risk assessment process and design and implement GITCs, including program change controls and access controls, that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over financial reporting, and ensure they are operating effectively to support process-level automated and manual control activities that are dependent upon information derived from IT systems.
• Enhance the design of existing control activities and implement additional process-level control activities (including controls over the order-to-cash, procure-to-pay, hire-to-pay, long-lived assets, inventory, and other financial reporting processes) and ensure they are properly evidenced and operating effectively.
We believe that these actions and the improvements we expect to achieve, when fully implemented, will strengthen our internal control over financial reporting and remediate the remaining material weaknesses.
We are committed to making further progress in our remediation efforts during 2024; however, if our remedial measures are insufficient to address the material weaknesses, or if one or more additional material weaknesses in our internal controls over financial reporting are discovered, we may be required to take additional remedial measures from our plan as disclosed above.
Changes in Internal Control over Financial Reporting
Except as listed below, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
During the quarter, we made the following changes in our internal control over financial reporting:
• additional manual procedures and controls were designed and implemented to enhance our internal control process through a combination of preventative and detective controls;
• the central enterprise resource planning software was implemented for another one of our segments to standardize and enhance the related processes and controls;
• the system development lifecycle process was executed for the central enterprise resource planning software implementation; and,
• trainings were held to reinforce control concepts and responsibilities for control performers.
Item 9B. OTHER INFORMATION
(b) Insider Trading Arrangements and Policies
During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “ Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement,” as each
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term is defined in Item 408(a) of Regulation S-K.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Latin America Ltd.:
Opinion on Internal Control Over Financial Reporting
We have audited Liberty Latin America Ltd. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 22, 2024 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses described below have been identified and included in management’s assessment.
• The Company did not have a sufficient number of resources with the appropriate skills and knowledge to adequately support the organization in the operation of internal controls over financial reporting.
• The Company did not have an effective information and communication process to identify, capture and process relevant information necessary for financial accounting and reporting.
• The Company did not i) have an effective IT risk assessment process that successfully identified and assessed risks associated with IT systems relevant to financial reporting to ensure controls were designed and implemented to respond to those risks, ii) establish effective general information technology controls (GITCs), specifically program change controls and access controls, that support the consistent operation of the Company’s IT operating systems, databases and IT applications, and end user computing over all financial reporting, iii) have policies and procedures through which general information technology controls are deployed across the organization. Automated process-level controls and manual controls dependent upon the accuracy and completeness of information derived from information technology systems were also rendered ineffective because they are affected by the lack of GITCs.
• As a consequence, the Company did not effectively design, implement and operate process-level control activities related to order-to-cash (including revenue, trade receivables, and deferred revenue), procure-to-pay (including operating expenses, prepaid expenses, accounts payable, and accrued liabilities), hire-to-pay (including compensation expense and accrued liabilities), long-lived assets, inventory, and other financial reporting processes.
The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report on those consolidated financial statements
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
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required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Denver, Colorado
February 22, 2024
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Liberty Latin America Ltd.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Liberty Latin America Ltd. and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 22, 2024 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Assessment of impairment of goodwill for certain reporting units
As discussed in Notes 6 and 7 to the consolidated financial statements, the Company tests for impairment of goodwill at least annually and whenever facts and circumstances indicate that the carrying value of a reporting unit might exceed its fair value. The fair value of each reporting unit was measured using an income approach, utilizing a discounted cash flow. As of December 31, 2023, the goodwill balance was $3,483 million and the Company determined no impairment of goodwill was required.
We identified the assessment of impairment of goodwill for certain reporting units as a critical audit matter. There was a high degree of subjective auditor judgment required in assessing the Company’s key assumptions in measuring the fair value. Depending on the reporting unit, the key assumptions were projected revenues, projected direct costs, projected operating
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expenses, projected capital expenditures, discount rates and terminal growth rates. For these reporting units, certain valuations were sensitive to minor changes in these inputs which could have a significant impact on the estimated fair value. Additionally, the audit effort associated with this estimate required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s assessment of impairment of goodwill. These include controls over the:
• development of assumptions over projected revenues, projected direct costs, projected operating expenses, projected capital expenditures, and
• selection of the discount rates and terminal growth rates assumptions used to develop the estimate.
We performed procedures to test the projected revenues, projected direct costs, projected operating expenses, and projected capital expenditures by comparing them with the historical results of the respective reporting unit and assessing the impacts of internal and/or external economic factors. We involved valuation professionals with specialized skills and knowledge, who assisted in: evaluating the discount rates used in the valuations by comparing them against independently developed discount rates using publicly available market data; evaluating the terminal growth rates used in the valuations by comparing them to publicly available market data, and comparing the implied market multiples from the Company’s fair value estimates using the income approach to the observed range of market multiples derived from comparable companies.
/s/ KPMG LLP
We have served as the Company’s auditor since 2016.
Denver, Colorado
February 22, 2024
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED BALANCE SHEETS
December 31,
2023 2022
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 988.6 $ 781.0
Trade receivables, net 686.1 603.3
Prepaid expenses 68.8 65.1
Current derivative assets 92.0 91.3
Current notes receivable, net 107.0 92.0
Current contract assets 110.2 107.3
Other current assets, net 359.5 338.9
Total current assets 2,412.2 2,078.9
Goodwill 3,483.4 3,421.3
Property and equipment, net 4,205.7 4,293.6
Intangible assets not subject to amortization
1,592.8 1,592.8
Intangible assets subject to amortization, net
541.6 688.1
Other assets, net 1,358.9 1,500.5
Total assets $ 13,594.6 $ 13,575.2
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED BALANCE SHEETS – (Continued)
December 31,
2023 2022
in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 424.4 $ 525.1
Current portion of deferred revenue 167.1 151.7
Current portion of debt and finance lease obligations 581.9 226.9
Accrued interest 157.3 118.2
Accrued payroll and employee benefits 79.1 82.1
Current derivative liabilities 25.0 42.3
Current portion of operating lease liabilities 84.3 76.7
Other accrued and current liabilities 613.5 550.8
Total current liabilities 2,132.6 1,773.8
Long-term debt and finance lease obligations 7,598.0 7,653.8
Deferred tax liabilities 630.6 688.7
Deferred revenue 91.6 109.3
Other long-term liabilities 832.1 792.9
Total liabilities 11,284.9 11,018.5
Commitments and contingencies
Equity:
Liberty Latin America shareholders:
Class A, $ 0.01 par value; 500.0 million shares authorized; 52.6 million and 40.8 million shares issued and outstanding, respectively, at December 31, 2023; 51.8 million and 42.7 million shares issued and outstanding, respectively, at December 31, 2022
0.5 0.5
Class B, $ 0.01 par value; 50.0 million shares authorized; 2.2 million shares issued and outstanding at December 31, 2023 and 2.1 million shares issued and outstanding at December 31, 2022
— —
Class C, $ 0.01 par value; 500.0 million shares authorized; 189.6 million and 161.7 million shares issued and outstanding, respectively, at December 31, 2023; 187.4 million and 171.3 million shares issued and outstanding, respectively, at December 31, 2022
1.9 1.9
Undesignated preference shares, $ 0.01 par value; 50.0 million shares authorized; nil shares issued and outstanding at each period
— —
Treasury shares, at cost; 39.6 million and 25.3 million shares, respectively
( 361.2 ) ( 243.4 )
Additional paid-in capital
5,262.0 5,177.1
Accumulated deficit ( 2,941.7 ) ( 2,868.1 )
Accumulated other comprehensive loss, net of taxes ( 198.0 ) ( 149.2 )
Total Liberty Latin America shareholders 1,763.5 1,918.8
Noncontrolling interests 546.2 637.9
Total equity 2,309.7 2,556.7
Total liabilities and equity $ 13,594.6 $ 13,575.2
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
2023 2022 2021
in millions, except per share amounts
Revenue $ 4,511.1 $ 4,808.6 $ 4,811.3
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services
1,020.4 1,210.5 1,214.4
Other operating costs and expenses 1,877.8 1,981.7 1,903.4
Depreciation and amortization 1,008.3 910.7 964.7
Impairment, restructuring and other operating items, net 86.9 619.2 665.0
3,993.4 4,722.1 4,747.5
Operating income 517.7 86.5 63.8
Non-operating expense:
Interest expense ( 601.7 ) ( 556.7 ) ( 527.4 )
Realized and unrealized gains (losses) on derivative instruments, net ( 34.2 ) 359.4 564.1
Foreign currency transaction gains (losses), net 70.3 ( 194.3 ) ( 319.6 )
Gains (losses) on debt extinguishments, net ( 3.9 ) 41.1 ( 57.2 )
Gain on disposal of the Chile JV Entities — 169.4 —
Other expense, net ( 10.6 ) ( 28.4 ) ( 41.7 )
( 580.1 ) ( 209.5 ) ( 381.8 )
Loss before income taxes ( 62.4 ) ( 123.0 ) ( 318.0 )
Income tax expense ( 24.4 ) ( 84.8 ) ( 172.6 )
Net loss ( 86.8 ) ( 207.8 ) ( 490.6 )
Net loss attributable to noncontrolling interests 13.2 37.1 50.0
Net loss attributable to Liberty Latin America shareholders $ ( 73.6 ) $ ( 170.7 ) $ ( 440.6 )
Basic and dilutive net loss per share attributable to Liberty Latin America shareholders $ ( 0.35 ) $ ( 0.77 ) $ ( 1.89 )
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year ended December 31,
2023 2022 2021
in millions
Net loss $ ( 86.8 ) $ ( 207.8 ) $ ( 490.6 )
Other comprehensive earnings (loss), net of taxes:
Foreign currency translation adjustments 25.9 53.1 4.8
Reclassification adjustments included in net loss 11.4 ( 22.9 ) ( 3.2 )
Pension-related adjustments and other, net ( 85.0 ) ( 90.2 ) 33.4
Other comprehensive earnings (loss) ( 47.7 ) ( 60.0 ) 35.0
Comprehensive loss ( 134.5 ) ( 267.8 ) ( 455.6 )
Comprehensive loss attributable to noncontrolling interests 12.1 37.6 50.9
Comprehensive loss attributable to Liberty Latin America shareholders $ ( 122.4 ) $ ( 230.2 ) $ ( 404.7 )
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF EQUITY
Liberty Latin America shareholders Non- controlling
interests Total equity
Common shares Treasury Stock Additional paid-in capital Accumulated deficit Accumulated
other
comprehensive
loss,
net of taxes Total Liberty Latin America shareholders
Class A Class B Class C
in millions
Balance at January 1, 2021 $ 0.5 $ — $ 1.8 $ ( 9.5 ) $ 4,982.0 $ ( 2,256.8 ) $ ( 125.6 ) $ 2,592.4 $ 729.0 $ 3,321.4
Net loss — — — — — ( 440.6 ) — ( 440.6 ) ( 50.0 ) ( 490.6 )
Other comprehensive earnings — — — — — — 35.9 35.9 ( 0.9 ) 35.0
Repurchase of Liberty Latin America common shares — — — ( 64.5 ) — — — ( 64.5 ) — ( 64.5 )
Distributions to noncontrolling interest owners — — — — — — — — ( 47.6 ) ( 47.6 )
Contributions from noncontrolling interest owners — — — — — — — — 46.9 46.9
Shared-based compensation — — — — 93.3 — — 93.3 — 93.3
Balance at December 31, 2021 $ 0.5 $ — $ 1.8 $ ( 74.0 ) $ 5,075.3 $ ( 2,697.4 ) $ ( 89.7 ) $ 2,216.5 $ 677.4 $ 2,893.9
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF EQUITY – (Continued)
Liberty Latin America shareholders Non-controlling
interests Total equity
Common shares Treasury Stock Additional paid-in capital Accumulated deficit Accumulated
other
comprehensive
loss,
net of taxes Total Liberty Latin America shareholders
Class A Class B Class C
in millions
Balance at January 1, 2022 $ 0.5 $ — $ 1.8 $ ( 74.0 ) $ 5,075.3 $ ( 2,697.4 ) $ ( 89.7 ) $ 2,216.5 $ 677.4 $ 2,893.9
Net loss — — — — — ( 170.7 ) — ( 170.7 ) ( 37.1 ) ( 207.8 )
Other comprehensive loss — — — — — — ( 59.5 ) ( 59.5 ) ( 0.5 ) ( 60.0 )
Repurchase of Liberty Latin America common shares — — — ( 169.4 ) — — — ( 169.4 ) — ( 169.4 )
Distributions to noncontrolling interest owners — — — — — — — — ( 1.9 ) ( 1.9 )
Share-based compensation — — 0.1 — 101.8 — — 101.9 — 101.9
Balance at December 31, 2022 $ 0.5 $ — $ 1.9 $ ( 243.4 ) $ 5,177.1 $ ( 2,868.1 ) $ ( 149.2 ) $ 1,918.8 $ 637.9 $ 2,556.7
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF EQUITY – (Continued)
Liberty Latin America shareholders Non-controlling
interests Total equity
Common shares Treasury Stock Additional paid-in capital Accumulated deficit Accumulated
other
comprehensive
loss,
net of taxes Total Liberty Latin America shareholders
Class A Class B Class C
in millions
Balance at January 1, 2023 $ 0.5 $ — $ 1.9 $ ( 243.4 ) $ 5,177.1 $ ( 2,868.1 ) $ ( 149.2 ) $ 1,918.8 $ 637.9 $ 2,556.7
Net loss — — — — — ( 73.6 ) — ( 73.6 ) ( 13.2 ) ( 86.8 )
Other comprehensive loss — — — — — — ( 48.8 ) ( 48.8 ) 1.1 ( 47.7 )
Repurchase of Liberty Latin America common shares — — — ( 117.8 ) — — — ( 117.8 ) — ( 117.8 )
Cash and non-cash distributions to noncontrolling interest owners — — — — — — — — ( 84.1 ) ( 84.1 )
Share-based compensation — — — — 84.9 — — 84.9 — 84.9
Other — — — — — — — — 4.5 4.5
Balance at December 31, 2023 $ 0.5 $ — $ 1.9 $ ( 361.2 ) $ 5,262.0 $ ( 2,941.7 ) $ ( 198.0 ) $ 1,763.5 $ 546.2 $ 2,309.7
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
2023 2022 2021
in millions
Cash flows from operating activities:
Net loss $ ( 86.8 ) $ ( 207.8 ) $ ( 490.6 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense 88.7 93.5 118.1
Depreciation and amortization 1,008.3 910.7 964.7
Impairments and other non-cash charges 54.3 593.1 645.1
Amortization of debt financing costs, premiums and discounts, net 30.2 36.6 33.5
Realized and unrealized losses (gains) on derivative instruments, net 34.2 ( 359.4 ) ( 564.1 )
Foreign currency transaction losses (gains), net ( 70.3 ) 194.3 319.6
Losses (gains) on debt modification and extinguishment, net 3.9 ( 41.1 ) 57.2
Gain on disposal of the Chile JV Entities — ( 169.4 ) —
Deferred income tax expense (benefit) ( 87.4 ) ( 8.4 ) 87.1
Changes in operating assets and liabilities, net of the effect of acquisitions and dispositions:
Receivables and other operating assets 51.9 ( 85.0 ) ( 48.5 )
Payables and accruals ( 130.0 ) ( 88.3 ) ( 105.9 )
Net cash provided by operating activities 897.0 868.8 1,016.2
Cash flows from investing activities:
Capital expenditures, net ( 585.0 ) ( 660.1 ) ( 736.3 )
Cash paid in connection with acquisitions, net of cash acquired — ( 230.8 ) ( 520.6 )
Cash outflow upon disposal of the Chile JV Entities — ( 188.8 ) —
Other investing activities, net ( 30.8 ) ( 42.9 ) ( 11.7 )
Net cash used by investing activities $ ( 615.8 ) $ ( 1,122.6 ) $ ( 1,268.6 )
The accompanying notes are an integral part of these consolidated financial statements.
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LIBERTY LATIN AMERICA LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS – (Continued)
Year ended December 31,
2023 2022 2021
in millions
Cash flows from financing activities:
Borrowings of debt $ 1,092.8 $ 337.6 $ 1,249.4
Payments of principal amounts of debt and finance lease obligations ( 955.9 ) ( 276.7 ) ( 632.5 )
Repurchase of Liberty Latin America common shares ( 118.3 ) ( 170.4 ) ( 63.0 )
Net cash received (paid) related to derivative instruments 9.8 97.6 ( 43.0 )
Distributions to noncontrolling interest owners ( 75.4 ) ( 1.9 ) ( 47.6 )
Payment of financing costs and debt redemption premiums ( 18.2 ) ( 7.8 ) ( 74.8 )
Capital contribution from noncontrolling interest owner 5.1 — 46.9
Other financing activities, net ( 2.3 ) ( 7.6 ) ( 8.8 )
Net cash provided (used) by financing activities ( 62.4 ) ( 29.2 ) 426.6
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 7.9 ) ( 2.3 ) ( 12.5 )
Net increase (decrease) in cash, cash equivalents and restricted cash 210.9 ( 285.3 ) 161.7
Cash, cash equivalents and restricted cash:
Beginning of year
788.9 1,074.2 912.5
End of year
$ 999.8 $ 788.9 $ 1,074.2
Cash paid for interest $ 521.4 $ 506.4 $ 463.3
Net cash paid for taxes $ 79.8 $ 115.6 $ 44.3
The accompanying notes are an integral part of these consolidated financial statements.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements
December 31, 2023, 2022 and 2021
(1) Basis of Presentation
See the Glossary of defined terms at the beginning of this Annual Report on Form 10-K for terms used throughout the consolidated financial statements.
General
Liberty Latin America Ltd. is a registered company in Bermuda that primarily includes: (i) C&W; (ii) Liberty Communications PR; (iii) LBT CT Communications, S.A. (a less than wholly-owned entity) and its subsidiaries, which include Liberty Servicios and Liberty Telecomunicaciones; and (iv) prior to the closing of the formation of the Chile JV in October 2022, VTR, as further described below. C&W owns less than 100 % of certain of its consolidated subsidiaries, including C&W Bahamas, C&W Jamaica and CWP.
We are an international provider of fixed, mobile and subsea telecommunications services. We provide:
A. residential and B2B services in:
i. over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and C&W Panama;
ii. Puerto Rico and USVI, through our reportable segment Liberty Puerto Rico; and
iii. Costa Rica, through our reportable segment Liberty Costa Rica.
B. through our reportable segment Liberty Networks, (i) enterprise services in certain other countries in Latin America and the Caribbean and (ii) wholesale services over our subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in that region.
The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP.
In October 2022, we completed the formation of the Chile JV by contributing the Chile JV Entities into the Chile JV. Subsequent to the formation of the Chile JV, we began accounting for our 50 % interest in the Chile JV as an equity method investment. Prior to the formation of the Chile JV, VTR was a wholly owned subsidiary. As such, our consolidated statements of operations and cash flows for 2022 and 2021 include VTR through the closing of the formation of the Chile JV. For additional information, see note 6.
Correction of Immaterial Errors
During the third quarter of 2023, we identified certain errors in our previously reported consolidated financial statements, primarily related to revenue, deferred tax liabilities, and non-controlling interests. We have completed a quantitative and qualitative evaluation of the errors and concluded that they are immaterial to the previously issued consolidated financial statements. Notwithstanding this evaluation, we have revised (i) our December 31, 2022 consolidated balance sheet, and (ii) our consolidated statements of operations, comprehensive earnings (loss), equity and cash flows years ended December 31, 2022 and 2021 for the errors.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Three months ended Year ended
March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 December 31, 2022 December 31, 2021
in millions
Revenue
As previously reported $ 1,216.2 $ 1,216.2 $ 1,222.0 $ 1,160.7 $ 4,815.1 $ 4,814.8
Adjustments ( 0.6 ) ( 3.2 ) ( 1.2 ) ( 1.5 ) ( 6.5 ) ( 3.5 )
As adjusted $ 1,215.6 $ 1,213.0 $ 1,220.8 $ 1,159.2 $ 4,808.6 $ 4,811.3
Operating income (loss)
As previously reported $ 184.6 $ ( 352.9 ) $ 152.9 $ 109.5 $ 94.1 $ 67.3
Adjustments ( 0.6 ) ( 3.2 ) ( 1.2 ) ( 2.6 ) ( 7.6 ) ( 3.5 )
As adjusted $ 184.0 $ ( 356.1 ) $ 151.7 $ 106.9 $ 86.5 $ 63.8
Earnings (loss) before income taxes
As previously reported $ 113.0 $ ( 468.9 ) $ 121.9 $ 118.6 $ ( 115.4 ) $ ( 314.5 )
Adjustments ( 0.6 ) ( 3.2 ) ( 1.2 ) ( 2.6 ) ( 7.6 ) ( 3.5 )
As adjusted $ 112.4 $ ( 472.1 ) $ 120.7 $ 116.0 $ ( 123.0 ) $ ( 318.0 )
Net earnings (loss) attributable to Liberty Latin America shareholders
As previously reported $ 80.6 $ ( 475.0 ) $ 84.1 $ 134.7 $ ( 175.6 ) $ ( 437.8 )
Adjustments ( 2.1 ) 11.5 ( 8.4 ) 3.9 4.9 ( 2.8 )
As adjusted $ 78.5 $ ( 463.5 ) $ 75.7 $ 138.6 $ ( 170.7 ) $ ( 440.6 )
Six months ended June 30, 2022 Nine months ended September 30, 2022
in millions
Revenue
As previously reported $ 2,432.4 $ 3,654.4
Adjustments ( 3.8 ) ( 5.0 )
As adjusted $ 2,428.6 $ 3,649.4
Operating loss
As previously reported $ ( 168.3 ) $ ( 15.4 )
Adjustments ( 3.8 ) ( 5.0 )
As adjusted $ ( 172.1 ) $ ( 20.4 )
Loss before income taxes
As previously reported $ ( 355.9 ) $ ( 234.0 )
Adjustments ( 3.8 ) ( 5.0 )
As adjusted $ ( 359.7 ) $ ( 239.0 )
Net loss attributable to Liberty Latin America shareholders
As previously reported $ ( 394.4 ) $ ( 310.3 )
Adjustments 9.4 1.0
As adjusted $ ( 385.0 ) $ ( 309.3 )
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Three months ended Six months ended
March 31, 2023 June 30, 2023 June 30, 2023
in millions
Revenue
As previously reported $ 1,103.8 $ 1,122.7 $ 2,226.5
Adjustments ( 2.3 ) ( 2.5 ) ( 4.8 )
As adjusted $ 1,101.5 $ 1,120.2 $ 2,221.7
Operating income
As previously reported $ 113.0 $ 139.5 $ 252.5
Adjustments ( 6.4 ) ( 4.1 ) ( 10.5 )
As adjusted $ 106.6 $ 135.4 $ 242.0
Earnings (loss) before income taxes
As previously reported $ ( 49.8 ) $ 49.8 $ —
Adjustments ( 6.4 ) ( 4.1 ) ( 10.5 )
As adjusted $ ( 56.2 ) $ 45.7 $ ( 10.5 )
Net earnings (loss) attributable to Liberty Latin America shareholders
As previously reported $ ( 49.7 ) $ 38.2 $ ( 11.5 )
Adjustments ( 15.9 ) ( 3.1 ) ( 19.0 )
As adjusted $ ( 65.6 ) $ 35.1 $ ( 30.5 )
December 31, 2022
As Previously Reported Adjustments As Adjusted
in millions
Total liabilities $ 11,009.1 $ 9.4 $ 11,018.5
Total equity $ 2,566.1 $ ( 9.4 ) $ 2,556.7
(2) Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2022-04
In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs ( ASU 2022-04) , which requires that a buyer in a supplier finance program disclose certain information about the program to allow financial statement users to understand the nature of the program, activity during the period and changes to the program from period to period. In each annual reporting period, the disclosure requirements include (i) the key terms of the program, including payment terms, (ii) the amount and location in the balance sheet of obligations outstanding with the finance provider or intermediary, and (iii) a rollforward of the obligations during the annual period. In each interim reporting period, the disclosure requirements include the amount of obligations outstanding that the buyer has confirmed as valid to the finance provider or intermediary as of the end of the interim period. The rollforward disclosure is effective for fiscal years beginning after December 15, 2023, while the remaining annual disclosures are required to be disclosed on an interim basis in the year of adoption. We adopted ASU 2022-04 effective January 1, 2023. Disclosures surrounding our supplier finance programs are included in note 10.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Recent Accounting Pronouncements
ASU 2020-04, ASU 2021-01 and ASU 2022-06
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ( ASU 2020-04 ), which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates, such as LIBOR . In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) ( ASU 2021-01 ), which clarifies certain optional expedients and exceptions in Topic 848. The expedients and exceptions provided by ASU 2020-04 and ASU 2021-01 are for the application of U.S. GAAP to contracts, hedging relationships and other transactions affected by the rate reform, and was initially not intended to be available after December 31, 2022, other than for certain hedging relationships entered into before December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ( ASU 2022-06 ), which defers the expiration date of Topic 848 from December 31, 2022, to December 31, 2024, and permits companies to apply the guidance in Topic 848 through the expected cessation date of USD LIBOR. Through December 31, 2023, the phase out of LIBOR has not had a material impact on our consolidated financial statements.
ASU 2023-07
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ( ASU 2023-07 ), which requires enhanced disclosures surrounding significant segment expenses. In each annual and interim period, entities are required to disclose (i) significant segment expenses that are regularly provided to the CODM and are included within each reported measure of segment profit or loss, (ii) an amount and description for other segment items by reportable segment, where the other items category represents the difference between segment revenue, significant segment expenses and the reported measure of segment profit or loss, (iii) all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280, and (iv) the title and position of the CODM and an explanation of how the CODM uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. In addition, ASU 2023-07 clarifies that a public entity may disclose more than one measure of a segment’s profit or loss if the CODM uses more than one measure to assess segment performance and allocate resources. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 with early adoption permitted. We are currently evaluating the impact this standard will have on the footnotes to our consolidated financial statements.
ASU 2023-09
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ( ASU 2023-09 ), which was issued to enhance transparency of income tax disclosures, primarily by requiring consistent categories and disaggregated information about an entity’s effective tax rate reconciliation and disaggregated jurisdictional information on income taxes paid. The standard also eliminates certain existing requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 with early adoption permitted. We are currently evaluating the impact this standard will have on the footnotes to our consolidated financial statements.
(3) Summary of Significant Accounting Policies
Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions are used in accounting for, among other things, the valuation of acquisition-related assets and liabilities, expected credit losses, programming and copyright expenses, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, useful lives of long-lived assets, and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
Principles of Consolidation
The accompanying consolidated financial statements include our accounts and the accounts of all voting interest entities where we exercise a controlling financial interest through the ownership of a direct or indirect controlling voting interest and variable interest entities for which our company is the primary beneficiary. Intercompany accounts have been eliminated in consolidation.
Cash and Cash Equivalents
Cash equivalents consist of money market funds and other investments that are readily convertible into cash and have maturities of three months or less at the time of acquisition. We record money market funds at the net asset value as there are no restrictions on our ability, contractual or otherwise, to redeem our investments.
Receivables
We have trade and notes receivables that are each reported net of an allowance for expected credit losses.
Our notes receivable consist of EIP receivables due from customers under contracts that range between a period of 12 to 36 months, depending on the market. The long-term portions of our notes receivable, net of allowances for expected credit losses are $ 73 million and $ 64 million at December 31, 2023 and 2022, respectively, and are included in other assets, net, in our consolidated balance sheets.
From time to time, we may sell our trade or notes receivables to third parties. We recognize the sale of these receivables to the extent that transfer represents either (i) an entire financial asset, or (ii) a ratable participating interest, which remains constant throughout the life of the loan, with neither party senior to the other. We then evaluate whether control over the asset has been surrendered based on certain criteria, including legal isolation, actual control and effective control. To the extent the receivable does not meet the requirements of a sale, we continue to recognize the receivable and record any cash received as a debt on our consolidated balance sheet and as a financing inflow in our consolidated statement of cash flows. During 2023 and 2022, we generated approximately $ 32 million and $ 48 million, respectively, from the sale of receivables to third parties that is reflected in cash provided by operating activities in our consolidated statements of cash flows.
Concentration of credit risk with respect to trade and notes receivables is limited due to the large number of customers and their dispersion across many different countries, with the exception of $ 119 million and $ 81 million at December 31, 2023 and 2022, respectively, due from a single government.
The allowances on each of our trade and notes receivables are established using our best estimates of current expected credit losses based upon, among other things, actual credit loss experience over the prior 12-month period, recent collection trends, prevailing and anticipated economic conditions and specific customer credit risk. Receivables outstanding greater than 30 days are considered past due and we generally write-off receivables after they become past due for 365 days, with the exception of amounts due from certain governments.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The aggregate changes in our allowance for expected credit losses associated with our trade receivables, and current and long-term notes receivables are set forth below:
Year ended December 31,
2023 2022 2021
in millions
Beginning balance $ 101.1 $ 112.6 $ 116.2
Provision for expected losses, net 71.5 78.4 71.4
Write-offs ( 84.0 ) ( 79.1 ) ( 59.5 )
Foreign currency translation adjustments and other 3.0 ( 10.8 ) ( 15.5 )
Ending balance $ 91.6 $ 101.1 $ 112.6
Financial Instruments
Due to the short maturities of cash and cash equivalents, trade and other receivables, notes receivable, other current assets, accounts payable, accrued liabilities and other accrued and current liabilities, their respective carrying values approximate their respective fair values. For information concerning the fair values of our derivative and debt instruments, see notes 7 and 10, respectively. For information regarding how we arrive at certain of our fair value measurements, see note 4.
Derivative Instruments
Derivative Instruments Recorded at Fair Value
Our derivative instruments, excluding our Weather Derivatives, are recorded in our consolidated balance sheets at fair value, whether designated as a hedge or not. If the derivative instrument is not designated as a hedge, changes in the fair value of the derivative instrument are recognized in earnings. If the derivative instrument is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative instrument are recorded in other comprehensive earnings or loss and subsequently reclassified into our consolidated statements of operations when the hedged forecasted transaction affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in realized and unrealized gains or losses on derivative instruments in our consolidated statements of operations. With the exception of certain foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments.
The net cash received or paid related to our derivative instruments is classified as an operating, investing or financing activity in our consolidated statements of cash flows based on the objective of the derivative instrument and the classification of the applicable underlying cash flows, as follows:
• cross-currency and interest rate derivative contracts: the net cash paid or received related to principal and current interest is classified as a financing or operating activity, respectively;
• foreign currency forward contracts that are used to hedge operating expenditures: the net cash paid or received is classified as an operating activity;
• foreign currency forward contracts that are used to hedge capital expenditures: the net cash paid or received is reflected in capital expenditures, net, which are classified as an investing activity;
• foreign currency forward contracts that are used to hedge principal exposure on foreign currencies: the net cash paid or received is classified as a financing activity; and
• derivative contracts that are terminated prior to maturity: the cash paid or received upon termination that relates to future periods is classified as a financing activity.
For additional information regarding our derivative instruments, see note 7.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Inventories
Inventories consist primarily of mobile handset devices and accessories and are valued at the lower of cost or net realizable value. We maintain inventory valuation reserves for obsolete and slow-moving inventory based on analysis of recent historical sales activity and current retail, stand-alone selling prices. We record sales of inventories under the average cost method.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. We capitalize costs associated with the construction of new cable and mobile transmission and distribution facilities and the installation of new cable services. The nature and amount of labor and other costs to be capitalized with respect to construction and installation activities involves judgment. In addition to direct external and internal labor and materials, we also capitalize other costs directly attributable to our construction and installation activities, including dispatch costs, quality-control costs, vehicle-related costs and certain warehouse-related costs. The capitalization of these costs is based on time sheets, time studies, standard costs, call tracking systems and other verifiable means that directly link the costs incurred with the applicable capitalizable activity. We continuously monitor the appropriateness of our capitalization policies and update the policies when necessary to respond to changes in facts and circumstances, such as the development of new products and services and changes in the manner that installations or construction activities are performed. Installation activities that are capitalized include (i) the initial connection (or drop) from our cable system to a customer location, (ii) the replacement of a drop and (iii) the installation of equipment for additional services, such as digital cable, telephone or broadband internet service. The costs of other customer-facing activities, such as reconnecting and disconnecting customer locations and repairing or maintaining drops, are expensed as incurred.
We capitalize internal and external costs directly associated with the development of internal-use software. Capitalized internal-use software is included as a component of property and equipment. We also capitalize costs associated with the purchase of software licenses. Costs associated with software obtained in a hosting arrangement are expensed over the life of the service contract, unless we have the right to take possession of the software at any time without significant penalty and it is feasible to run the software on our own hardware or contract with another party unrelated to the vendor to host the software. Maintenance and training costs, as well as costs incurred during the preliminary stage of an internal-use software development project, are expensed as incurred.
Depreciation is computed using the straight-line method over the estimated useful life of the underlying asset. Equipment under finance leases is amortized on a straight-line basis over the shorter of the lease term or estimated useful life of the asset and is included in depreciation and amortization in our consolidated statements of operations. Useful lives used to depreciate our property and equipment are assessed periodically and are adjusted when warranted. The useful lives of cable and mobile distribution systems that are undergoing a rebuild are adjusted such that property and equipment to be retired will be fully depreciated by the time the rebuild is completed. For additional information regarding the useful lives of our property and equipment, see note 8.
Additions, replacements and improvements that extend the asset life are capitalized. Repairs and maintenance are expensed as incurred.
Intangible Assets
Our primary intangible assets relate to goodwill, customer relationships, spectrum licenses and cable television franchise rights. Goodwill represents the excess purchase price over the fair value of the identifiable net assets acquired in a business combination. Customer relationships, spectrum licenses and cable television franchise rights that are acquired in connection with a business combination are initially recorded at their fair values.
Goodwill and other intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually. Intangible assets with finite lives are amortized on a straight-line basis over their respective estimated useful lives to their estimated residual values, and reviewed for impairment.
Spectrum licenses provide us with the exclusive right to utilize a certain radio frequency spectrum to provide wireless communications services. Our spectrum licenses in Puerto Rico are issued for only a fixed time (generally 10 years or less), but renewals occur routinely and at nominal cost. Moreover, we do not believe there are significant legal, regulatory, contractual, competitive, economic or other factors that would impact the useful lives of these licenses. As such, we treat spectrum licenses in Puerto Rico as indefinite-lived intangible assets. Spectrum licenses in certain of our markets are time-limited and renewals
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
generally must be purchased at rates established by local authorities. Spectrum licenses in markets other than Puerto Rico are therefore amortized over a finite period. We believe we will be able to meet all requirements necessary to secure renewal of our spectrum licenses.
For additional information regarding the useful lives of our intangible assets, see note 8.
Impairment of Property and Equipment and Intangible Assets
When circumstances warrant, we review the carrying amounts of our property and equipment and our intangible assets (other than goodwill and other indefinite-lived intangible assets) to determine whether such carrying amounts continue to be recoverable. Such changes in circumstance may include (i) the impact of natural disasters, such as hurricanes, (ii) an expectation of a sale or disposal of a long-lived asset or asset group, (iii) adverse changes in market or competitive conditions, (iv) an adverse change in legal factors or business climate in the markets in which we operate and (v) operating or cash flow losses. For purposes of impairment testing, long-lived assets are grouped at the lowest level for which cash flows are largely independent of other assets and liabilities, generally at or below the reporting unit level (see below). If the carrying amount of the asset or asset group is greater than the expected undiscounted cash flows to be generated by such asset or asset group, an impairment adjustment is recognized. Such adjustment is measured by the amount that the carrying value of such asset or asset group exceeds its fair value. We generally measure fair value by considering (i) sale prices for similar assets, (ii) discounted estimated future cash flows using an appropriate discount rate and/or (iii) estimated replacement cost. Assets to be disposed of are recorded at the lower of their carrying amount or fair value less costs to sell.
We evaluate goodwill and other indefinite-lived intangible assets for impairment at least annually on July 1 and whenever facts and circumstances indicate that the fair value of a reporting unit or an indefinite-lived intangible asset may be less than its carrying value. For impairment evaluations with respect to both goodwill and other indefinite-lived intangibles, we first make a qualitative assessment to determine if the goodwill or other indefinite-lived intangible may be impaired. In the case of goodwill, if it is more-likely-than-not that a reporting unit’s fair value is less than its carrying value, we then compare the fair value of the reporting unit to its respective carrying amount. A reporting unit is an operating segment or one level below an operating segment. Goodwill impairment is recorded as the excess of a reporting unit’s carrying value over its fair value and is charged to operations as an impairment loss. With respect to other indefinite-lived intangible assets, if it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value, we then estimate its fair value and any excess of the carrying value over the fair value is also charged to operations as an impairment loss. For additional information regarding the fair value measurements of our property and equipment and intangible assets, see note 4. For additional information regarding impairments, see note 8.
Contract Assets
When we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets are reclassified to trade receivables, net, in our consolidated balance sheet at the point in time we have the unconditional right to payment. The long-term portions of contract assets are $ 142 million and $ 107 million as of December 31, 2023 and 2022, respectively, and are included in other assets, net, in our consolidated balance sheets.
Deferred Revenue
We record deferred revenue when we have received payment prior to transferring goods or services to a customer. Deferred revenue primarily relates to (i) advanced payments on fixed subscription services, mobile airtime services and long-term capacity contracts and (ii) deferred installation and other upfront fees. Our aggregate current and long-term deferred revenue as of December 31, 2023 and 2022 was $ 259 million and $ 261 million, respectively.
Operating Leases
Our operating leases primarily consist of (i) property leases for mobile tower locations that generally have initial terms of five to ten years with one or more renewal options, and (ii) lease commitments for (a) retail stores, offices and facilities, (b) other network assets and (c) other equipment. It is expected that in the normal course of business, operating leases that expire generally will be renewed or replaced by similar leases. For additional information regarding our leases, see note 9.
We classify leases with a term of greater than 12 months where substantially all risks and rewards incidental to ownership are retained by the third-party lessors as operating leases. We record a right-of-use asset and an operating lease liability at
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
inception of the lease at the present value of the lease payments plus certain other payments, including variable lease payments and amounts probable of being owed by us under residual value guarantees. Payments made under operating leases, net of any incentives received from the lessors, are recognized to expense on a straight-line basis over the term of the lease. Initial direct costs incurred in negotiating and arranging operating leases are recognized to expense when incurred. Contingent rental payments are recognized to expense when incurred. Our operating lease expense is included in facility, provision, franchise and other expense, which is included in other operating costs and expenses in our consolidated statements of operations. Our right-of-use assets and non-current operating lease liabilities are included in other assets, net , and other long-term liabilities , respectively, in our consolidated balance sheets.
We use a credit-adjusted discount rate to measure our operating lease liabilities. We derive the discount rates associated with each of our borrowing groups by firstly constructing a credit curve which is based on the implied credit spread between the risk free rate (generally U.S. dollar denominated U.S. Treasuries) and a credit curve constructed using an index of observable U.S. dollar denominated fixed rate corporate bonds issued by U.S. telecommunications companies with the same rating as the respective borrowing group. Next, we apply a linear fixed spread to this credit curve reflecting the difference between the observable price on the longest tradable debt instrument in each borrowing group and the credit curve at the maturity date of the observed debt instrument. Lastly, we make adjustments for all tenors to correct for the collateralized interest rate spread by comparing unsecured debt to asset-backed securities (secured debt) trades; this adjustment is based on the difference between the index of observable U.S. dollar denominated fixed rate corporate bonds issued by U.S. telecommunications companies with the same rating as the borrowing group and a similar index for companies rated one-class higher on the rating-code scale.
Income Taxes
The income taxes of Liberty Latin America are presented on a standalone basis, and each tax paying entity or group within Liberty Latin America is presented on a separate return basis. Income taxes are accounted for under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using enacted tax rates in effect for each taxing jurisdiction in which we operate for the year in which those temporary differences are expected to be recovered or settled. We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Net deferred tax assets are then reduced by a valuation allowance if we believe it is more-likely-than-not that such net deferred tax assets will not be realized. Certain of our valuation allowances are associated with entities that we acquired in business combinations. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. Deferred tax liabilities related to investments in foreign entities and foreign corporate joint ventures that are essentially permanent in duration are not recognized until it becomes apparent that such amounts will reverse in the foreseeable future. In order to be considered essentially permanent in duration, sufficient evidence must indicate that the foreign entity has invested or will invest its undistributed earnings indefinitely, or that earnings will be remitted in a tax-free liquidation. Interest and penalties related to income tax liabilities are included in income tax benefit or expense in our consolidated statements of operations.
For additional information regarding our income taxes, see note 16.
Foreign Currency Translation and Transactions
The reporting currency of Liberty Latin America is the U.S. dollar. The functional currency of our foreign operations is the applicable local currency for each foreign entity. Assets and liabilities of our foreign subsidiaries (including intercompany balances for which settlement is not anticipated in the foreseeable future) are translated at the spot rate in effect at the applicable reporting date. With the exception of certain material transactions, the amounts reported in our consolidated statements of operations are translated at the average exchange rates in effect during the applicable period. The resulting unrealized cumulative translation adjustment, net of applicable income taxes, is recorded as a component of accumulated other comprehensive earnings or loss in our consolidated statements of equity. With the exception of certain material transactions, the cash flows from our operations in foreign countries are translated at the average rate for the applicable period in our consolidated statements of cash flows. The impacts of material transactions generally are recorded at the applicable spot rates in our consolidated statements of operations and cash flows. The effect of exchange rates on cash balances held in foreign currencies are separately reported in our consolidated statements of cash flows.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Transactions denominated in currencies other than our or our subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to monetary assets and liabilities denominated in a non-functional currency result in transaction gains and losses that are reflected in our consolidated statements of operations as unrealized (based on the applicable period end exchange rates) or realized upon settlement of the transactions.
Revenue Recognition
We categorize revenue into two major categories: (i) residential revenue, which includes revenue from fixed and mobile services provided to residential customers, and (ii) B2B revenue, which includes enterprise revenue and wholesale revenue. For additional information regarding our revenue by major category, see note 20. Our revenue recognition policies are as follows:
General . Most of our fixed and mobile residential contracts are not enforceable or do not contain substantive early termination penalties. Accordingly, revenue relating to these customers is recognized on a basis consistent with customers that are not subject to contracts. We account for customer service revenue contracts that include both non-lease and lease components as a single component in all instances where the non-lease component is the predominant component of the arrangement and the other applicable criteria are met.
Residential Fixed and B2B Service Revenue – Fixed Networks . We recognize revenue from video, broadband internet and fixed-line telephony services over our fixed networks to customers in the period the related residential fixed or B2B services are provided. Installation or other upfront fees related to services provided over our fixed networks are generally deferred and recognized as subscription revenue over the contractual period, or longer if the upfront fee results in a material renewal right. We defer upfront installation and certain nonrecurring fees received on B2B contracts where we maintain ownership of the installed equipment. The deferred fees are amortized into revenue on a straight-line basis over the term of the arrangement or the expected period of performance.
We may also sell video, broadband internet and fixed-line telephony services to our customers in bundled packages at a rate lower than if the customer purchased each product on a standalone basis. Arrangement consideration from bundled packages generally is allocated proportionally to the individual service based on the relative standalone price for each respective product or service.
Mobile Revenue – General. Consideration from mobile contracts is allocated to airtime services and handset sales based on the relative standalone prices of each performance obligation.
Mobile Revenue – Airtime Services. We recognize revenue from mobile services in the period the related services are provided. Payments received from prepaid customers are recorded as deferred revenue prior to the commencement of services and are recognized as revenue as the services are rendered or usage rights expire.
Mobile Revenue – Handset Revenue. Arrangement consideration allocated to handsets is recognized as revenue when the goods have been transferred to the customer.
Wholesale Revenue – Long-term Capacity Contracts. We enter into certain long-term capacity contracts with customers where the customer either pays a fixed fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time. We assess whether prepaid capacity contracts contain a significant financing component. If the financing component is significant, interest expense is accreted over the life of the contract using the effective interest method. The revenue associated with prepaid capacity contracts is deferred and generally recognized on a straight-line basis over the life of the contract. As of December 31, 2023, we have approximately $ 280 million of unfulfilled performance obligations relating to our long-term capacity contracts, primarily subsea contracts, that generally will be recognized as revenue over an average remaining life of four years .
Government Funding Revenue. From time to time, we receive funds from the FCC, primarily in Puerto Rico, where funds were established in an effort to restore, expand and upgrade fixed and mobile networks in Puerto Rico and USVI. We recognize funds granted from the FCC as other revenue in the period in which we are entitled to receive the funds, as the FCC does not meet the definition of a “customer.”
Sales, Use and Other VAT . Revenue is recorded net of applicable sales, use and other value-added taxes.
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December 31, 2023, 2022 and 2021
Share-based Compensation
We recognize compensation expense associated with share-based incentive awards based on their grant-date fair values. The grant-date fair values for SARs and PSARs are estimated using the Black-Scholes-Merton valuation model, and the grant-date fair values for RSUs and PSUs are based upon the closing market price of our shares on the date of grant. We may also settle annual bonus-related obligations in the form of equity. We use the liability-based method of accounting in such situations, as the equity to be issued is variable. We use the legal life of the award for the expected life of SARs granted to executives. For SARs granted to non-executives, the expected life is calculated using the “simplified method” as we do not have sufficient historical exercise data. The expected volatility of SARs is based on a weighted average calculation that may include (i) data from a comparable group of peer companies, and/or (ii) Liberty Latin America’s share trading history. We recognize the grant-date fair value of outstanding awards as a charge to operations over the requisite service period, which is generally the vesting period, and account for forfeitures as they occur. We use the straight-line method to recognize share-based compensation expense for share-based incentive awards that do not contain a performance condition and the accelerated expense attribution method for our share-based incentive awards that contain a performance condition and vest on a graded basis.
For additional information regarding our share-based compensation, see note 15.
Litigation Costs
Legal fees and related litigation costs are expensed as incurred .
(4) Fair Value Measurements
General
We use the fair value method to account for most of our derivative instruments. The reported fair values of our derivative instruments likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities, as we expect that the values realized generally will be based on market conditions at the time of settlement.
U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
All of our Level 2 inputs (interest rate futures, swap rates and certain of the inputs for our weighted average cost of capital calculations) and certain of our Level 3 inputs (non-interest rate curves and credit spreads) are obtained from pricing services. These inputs, or interpolations or extrapolations thereof, are used in our internal models to calculate, among other items, yield curves, forward interest and currency rates and weighted average cost of capital rates. In the normal course of business, we receive market value assessments from the counterparties to our derivative contracts. Although we compare these assessments to our internal valuations and investigate unexpected differences, we do not otherwise rely on counterparty quotes to determine the fair values of our derivative instruments. The midpoints of applicable bid and ask ranges generally are used as inputs for our internal valuations.
Recurring Fair Value Measurements
Derivatives
In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 7. The recurring fair value measurements of these derivative instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these derivative instruments. This observable data mostly includes interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and
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December 31, 2023, 2022 and 2021
the nonperformance risk of our counterparties. Our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these instruments, we have determined that these valuations fall under Level 2 of the fair value hierarchy. Our credit risk valuation adjustments with respect to our interest rate derivative contracts are further explained in note 7.
Non-recurring Fair Value Measurements
Fair value measurements may also be used for purposes of non-recurring valuations performed in connection with our acquisition accounting, impairment assessments and the initial valuation related to our equity method investment in the Chile JV. For information concerning our investment in the Chile JV, including the initial fair value assessment, see note 6.
Acquisition Accounting
The nonrecurring valuations associated with acquisition accounting, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of property and equipment, customer relationships and spectrum intangible assets, as further described below:
• Property and equipment . The valuation of property and equipment may use either an indirect cost approach, which utilizes trends based on historical cost information, or a combination of indirect cost approach, market approach and direct replacement cost method, which considers factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence.
• Customer relationships. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology for customer relationship intangible assets requires us to estimate the specific cash flows expected from the acquired customer relationships, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationships, contributory asset charges and other factors.
• Spectrum intangible assets. The valuation of spectrum intangible assets may use either an adjusted market-based approach, which requires the calibration of observable market inputs to reflect the fair value of the assets acquired, or a combination of an adjusted market-based approach with other methods, such as an income-based approach (e.g. the “greenfield” valuation method), which requires a wide range of assumptions and inputs, including forecasting costs associated with building a complementary asset base.
During 2023 and 2022, we finalized our acquisition accounting for the Claro Panama Acquisition and the Liberty Telecomunicaciones Acquisition, respectively, neither of which resulted in any material changes to the respective opening balance sheets. For additional information relating to the opening balance sheet for the Claro Panama Acquisition and the Liberty Telecomunicaciones Acquisition, see note 5.
Impairment Assessments
The nonrecurring valuations associated with impairment assessments, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of reporting units for the purpose of testing for goodwill impairment. Unless a reporting unit has a readily determinable fair value, we estimate the fair value of the reporting unit using either a market-based or income-based approach.
Goodwill
During 2023, we completed our annual goodwill impairment assessment, which did not result in goodwill impairments for any of our reporting units. During the second quarter of 2022, primarily due to significant increases in interest rates, we performed goodwill impairment analyses of all of our reporting units. Based upon the results of the aforementioned analysis, we recognized impairment charges associated with certain reporting units of our C&W Caribbean segment. For both of these assessments, we used an income approach to determine the estimated fair values of our reporting units. Under this approach, we utilized a discounted cash flow model as the valuation technique to estimate the fair values of the reporting units from a market participant’s perspective. This approach uses certain inputs and assumptions that require estimates and judgments, including forecasted cash flows and appropriate discount rates. Forecasts of future cash flows are largely based on our assumptions using
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December 31, 2023, 2022 and 2021
Level 3 inputs, which we consider to be consistent with a market participant’s approach. We used the weighted-average cost of capital for each reporting unit as the basis for the discount rate to establish the present value of the expected cash flows for the respective reporting unit. The inputs for our weighted average cost of capital calculations include Level 2 and Level 3 inputs, generally derived from third-party pricing services.
For additional information regarding goodwill impairment charges resulting from these impairment analyses, see note 8.
(5) Acquisitions
Pending Acquisition
Puerto Rico and USVI Spectrum Acquisition. On November 6, 2023, we entered into an agreement with Dish Network to acquire Dish Network spectrum assets in Puerto Rico and USVI and prepaid mobile subscribers in those markets in exchange for cash and international roaming credits. The aggregate purchase price of $ 256 million will be paid in four annual installments commencing on the closing date, subject to post-closing adjustments. The transaction is subject to certain customary closing conditions, including regulatory approvals, and is expected to close during 2024.
2022 Acquisition
Claro Panama Acquisition. On September 14, 2021, we entered into a definitive agreement to acquire América Móvil’s operations in Panama in an all-cash transaction based upon an enterprise value of $ 200 million on a cash- and debt-free basis. On July 1, 2022, we completed the acquisition of Claro Panama, which was financed through a combination of debt and existing cash.
The following table sets forth a reconciliation of the stated purchase price to the net cash paid (in millions):
Stated purchase price
$ 200.0
Working capital adjustments 9.3
Total purchase price 209.3
Opening balance sheet cash
( 1.2 )
Net cash paid for the Claro Panama Acquisition
$ 208.1
We have accounted for the Claro Panama Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Claro Panama based on assessments of their respective fair values. A summary of the purchase price and the opening balance sheet of Claro Panama at the July 1, 2022 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):
Current assets $ 24.4
Property and equipment 136.3
Intangible assets subject to amortization (a) 47.9
Other assets (b) 198.2
Current liabilities ( 64.8 )
Long-term liabilities (c) ( 132.7 )
Total purchase price $ 209.3
(a) At July 1, 2022, the weighted average useful life of the acquired spectrum intangible assets was approximately 6 years.
(b) Primarily consists of operating lease right-of-use assets.
(c) Primarily consists of the non-current portion of operating lease obligations.
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December 31, 2023, 2022 and 2021
Our consolidated statements of operations for the year ended December 31, 2022 includes third-party revenue and a net loss of $ 70 million and $ 14 million, respectively, attributable to Claro Panama.
2021 Acquisitions
Liberty Telecomunicaciones Acquisition. On July 30, 2020, we entered into the Telefónica Acquisition Agreement to acquire Telefónica S.A.’s operations in Costa Rica in an all-cash transaction based upon an enterprise value of $ 500 million on a cash- and debt-free basis. On August 9, 2021, we completed the acquisition of all of the outstanding shares of Liberty Telecomunicaciones. The Liberty Telecomunicaciones Acquisition was financed through a combination of debt, existing cash and a $ 47 million equity contribution from the noncontrolling interest owner of our Liberty Servicios entity, as further described in note 12.
During 2022, we finalized the purchase price for the Liberty Telecomunicaciones Acquisition, which resulted in a reduction in total consideration paid of $ 12 million. The proceeds received from the final purchase price adjustments have been reflected as an investing activity in our consolidated statement of cash flows. The following table sets forth a reconciliation of the stated purchase price to the net cash paid (in millions):
Stated Telefónica Acquisition Agreement purchase price
$ 500.0
Working capital adjustments 25.1
Total purchase price 525.1
Opening balance sheet cash
( 17.0 )
Net cash paid for the Liberty Telecomunicaciones Acquisition
$ 508.1
We have accounted for the Liberty Telecomunicaciones Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Liberty Telecomunicaciones based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. A summary of the purchase price and the opening balance sheet of Liberty Telecomunicaciones at the August 9, 2021 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):
Current assets (a) $ 74.7
Goodwill (b) 256.7
Property and equipment 150.6
Intangible assets subject to amortization (c) 139.9
Other assets (d) 145.7
Current liabilities (e) ( 74.2 )
Long-term liabilities (f) ( 168.3 )
Total purchase price (g) $ 525.1
(a) Primarily consists of trade receivables, notes receivables related to EIP receivables, and cash.
(b) The goodwill recognized in connection with the Liberty Telecomunicaciones Acquisition is primarily attributable to (i) the ability to take advantage of Liberty Telecomunicaciones’s existing mobile network to gain immediate access to potential customers, and (ii) synergies that are expected to be achieved through the integration of Liberty Telecomunicaciones with Liberty Latin America’s existing business in Costa Rica, Liberty Servicios. Due to the nature of the Liberty Telecomunicaciones Acquisition, no tax deductions related to goodwill are expected.
(c) At August 9, 2021, the weighted average useful lives of the acquired customer relationship intangible assets and spectrum intangible assets were approximately 7 years and 25 years, respectively.
(d) Primarily consists of operating lease right-of-use assets and the long-term portion of note receivables related to EIP receivables.
(e) Primarily consists of accounts payable and current operating lease obligations.
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December 31, 2023, 2022 and 2021
(f) Primarily consists of the non-current portion of operating lease obligations and deferred tax liabilities.
(g) Amount excludes $ 9 million of direct acquisition costs incurred during 2021. Direct acquisition costs are included in impairment, restructuring and other operating items, net, in our consolidated statement of operations.
Our consolidated statement of operations for the year ended December 31, 2021 includes revenue and net earnings of $ 112 million and $ 5 million, respectively, attributable to Liberty Telecomunicaciones.
BBVI Acquisition. Effective December 31, 2021, we acquired 96 % of the outstanding shares of Broadband VI, LLC for $ 33 million, the payment of which occurred in January 2022. Broadband VI, LLC provides fixed services to residential and business customers in USVI and is included in our Liberty Puerto Rico reportable segment.
Supplemental Pro Forma Information
The pro forma financial information set forth in the tables below is based on available information and assumptions that we believe are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our results of operations would have been had these acquisitions occurred on the date indicated nor should it be considered representative of our future financial condition or results of operations. The pro forma information set forth in the table below includes, as applicable, tax-effected pro forma adjustments primarily related to:
i. the impact of estimated costs associated with the transition services agreement entered into in connection with the Liberty Telecomunicaciones Acquisition;
ii. the alignment of accounting policies;
iii. interest expense related to additional borrowings in conjunction with the Claro Panama Acquisition and the Liberty Telecomunicaciones Acquisition;
iv. depreciation expense related to acquired tangible assets;
v. amortization expense related to acquired intangible assets; and
vi. the elimination of direct acquisition costs.
The following unaudited pro forma consolidated operating results give effect to (i) the Claro Panama Acquisition, as if it had been completed as of January 1, 2021, and (ii) the Liberty Telecomunicaciones Acquisition, as if it had been completed as of January 1, 2020:
Year ended December 31,
2022 2021
in millions
Revenue $ 4,873.1 $ 5,116.1
Net loss attributable to Liberty Latin America shareholders $ ( 188.8 ) $ ( 470.9 )
(6) Disposition
2022 Disposition
Chile JV Entities . On September 29, 2021, we entered into an agreement with América Móvil to contribute the Chile JV Entities to América Móvil’s Chilean operations to form the Chile JV. During October 2022, we completed the formation of the Chile JV, which is owned 50 :50 by Liberty Latin America and América Móvil.
Our consolidated statements of operations include earnings (losses) before income taxes attributable to the Chile JV Entities of ($ 26 million) and $ 271 million for the years ended December 31, 2022 and 2021, respectively.
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December 31, 2023, 2022 and 2021
During October 2022, and in connection with the closing on the formation of the Chile JV, we made a balancing payment to América Móvil totaling $ 76 million. The transaction did not trigger a change of control under VTR’s debt agreements, and was not subject to Liberty Latin America or América Móvil shareholder approvals. Beginning in October 2022, we account for our 50 % interest in the Chile JV as an equity method investment.
The carrying amounts of the major classes of assets and liabilities associated with the Chile JV Entities, which were contributed to the Chile JV, are summarized below (in millions):
Assets:
Cash and cash equivalents $ 63.0
Other current assets, net 104.4
Property and equipment, net 697.5
Goodwill 275.6
Other assets, net 259.1
Total assets $ 1,399.6
Liabilities:
Current portion of debt $ 72.4
Other accrued and current liabilities 210.1
Long-term debt 1,330.9
Other long-term liabilities 55.1
Total liabilities $ 1,668.5
In connection with the formation of the Chile JV, we recognized a pre-tax gain of $ 169 million, which is net of the recognition of a cumulative foreign currency translation loss of $ 17 million. The gain is a result of a minimal preliminary estimated fair value of our investment in the Chile JV at formation and the negative net carrying value of the Chile JV Entities at the time of closing, and is net of a $ 50 million contribution that was provided to the Chile JV near the time of closing for working capital purposes.
In determining the value of the Chile JV, we considered certain qualitative and quantitative information available, including negative cash flows of the Chile JV and the significant discount in the fair value of the Chile JV’s debt in relation to its par value. At December 31, 2023, our proportionate share of the accumulated net losses of the Chile JV since the Chile JV formation date is CLP 297 billion ($ 351 million). Our investment balance in the Chile JV was zero as of December 31, 2023 and 2022 after taking our share of the net losses of the Chile JV.
Effective December 26, 2023, we entered into a transaction agreement with América Móvil relating to the Chile JV. Under the terms of the agreement, we have agreed with América Móvil, either collectively in proportion to our shareholding percentage interest or individually, to provide additional capital required by the Chile JV during the calendar year 2023 and through June 30, 2024 in the form of convertible notes in an aggregate amount not to exceed CLP 972 billion ($ 1,104 million). Under the terms of the agreement, América Móvil or Liberty Latin America may exercise a catch-up right on or before August 1, 2024, to cure any failure by América Móvil or Liberty Latin America to fund its respective portion of such commitment in order to continue the Chile JV as a 50:50 joint venture. To the extent that América Móvil’s or Liberty Latin America’s ownership percentage falls below 50%, the governance terms of the Chile JV would award the party who holds more than 50% shares the ability to appoint the majority members of the board of directors of the Chile JV. Since the formation date of the Chile JV, the Chile JV has received an aggregate principal amount of CLP 721 billion from América Móvil in the form of convertible notes. During 2023, we did not make any contributions to the Chile JV.
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December 31, 2023, 2022 and 2021
(7) Derivative Instruments
In general, we seek to enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt and (ii) foreign currency movements.
The following table provides details of the fair values of our derivative instrument assets and liabilities:
December 31, 2023 December 31, 2022
Current Long-term (a) Total Current Long-term (a) Total
in millions
Assets (b):
Interest rate derivative contracts $ 91.9 $ 157.4 $ 249.3 $ 91.3 $ 224.2 $ 315.5
Other 0.1 — 0.1 — — —
Total $ 92.0 $ 157.4 $ 249.4 $ 91.3 $ 224.2 $ 315.5
Liabilities (b):
Interest rate derivative contracts $ 8.2 $ 30.6 $ 38.8 $ 30.4 $ — $ 30.4
Foreign currency forward contracts 16.8 4.0 20.8 11.9 — 11.9
Total $ 25.0 $ 34.6 $ 59.6 $ 42.3 $ — $ 42.3
(a) Our long-term derivative assets and long-term derivative liabilities are included in other assets, net, and other long-term liabilities, respectively, in our consolidated balance sheets.
(b) We consider credit risk relating to our nonperformance and the nonperformance of our counterparties in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 10) and are recorded in realized and unrealized gains or losses on derivative instruments, net, in our consolidated statements of operations. For further information regarding our fair value measurements, see note 4.
The derivative assets set forth in the table above exclude our Weather Derivatives, as they are not accounted for at fair value.
The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:
Year ended December 31,
2023 2022 2021
in millions
Interest rate and cross-currency derivative contracts $ 27.3 $ 404.3 $ 565.4
Foreign currency forward contracts and other ( 30.6 ) ( 13.5 ) 25.8
Weather Derivatives ( 30.9 ) ( 31.4 ) ( 27.1 )
Total $ ( 34.2 ) $ 359.4 $ 564.1
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The following table sets forth the classification of the net cash inflows (outflows) of our derivative instruments:
Year ended December 31,
2023 2022 2021
in millions
Operating activities $ 35.6 $ ( 20.5 ) $ ( 94.5 )
Investing activities — ( 7.4 ) ( 1.2 )
Financing activities 9.8 97.6 ( 43.0 )
Total $ 45.4 $ 69.7 $ ( 138.7 )
Counterparty Credit Risk
We are exposed to the risk that the counterparties to the derivative instruments of our borrowing groups will default on their obligations to us. We manage these credit risks through the evaluation and monitoring of the creditworthiness of, and concentration of risk with, the respective counterparties. In this regard, credit risk associated with our derivative instruments is spread across a relatively broad counterparty base of banks and financial institutions. Collateral has not been posted by either party under the derivative instruments of our borrowing groups. At December 31, 2023, our exposure to counterparty credit risk associated with our derivative instruments, as set forth in the assets and liabilities table above, included derivative assets with an aggregate fair value of $ 211 million.
Each of our borrowing groups has entered into derivative instruments under agreements with each counterparty that contain master netting arrangements that are applicable in the event of early termination by either party to such derivative instrument. The master netting arrangements under each of these master agreements are limited to the derivative instruments governed by the relevant master agreement within each individual borrowing group and are independent of similar arrangements of our other subsidiary borrowing groups.
Details of our Derivative Instruments
Interest Rate Derivative Contracts
In connection with the phase-out of LIBOR, we amended or entered into certain derivative contracts to reference Adjusted Term SOFR for interest periods commencing after June 30, 2023.
Interest Rate Swaps
We enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at December 31, 2023:
Borrowing group Notional amount due from counterparty Weighted average remaining life
in millions in years
C&W (a)
$ 2,100.0 4.6
Liberty Puerto Rico $ 500.0 4.8
(a) Includes embedded floors of 0 % on certain contracts.
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December 31, 2023, 2022 and 2021
Basis Swaps
Basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our basis swap contracts at December 31, 2023:
Borrowing group Notional amount due from counterparty Weighted average remaining life
in millions in years
C&W $ 2,100.0 1.0
Liberty Puerto Rico $ 620.0 1.0
Interest Rate Floors
Interest rate floors provide protection against interest rates falling below a pre-set level. At December 31, 2023, our Liberty Puerto Rico borrowing group had an interest rate floor with a total notional amount of $ 620 million and a remaining contractual life of 4.8 years.
Interest Rate Caps
Interest rate caps provide protection against interest rates rising above a pre-set level. At December 31, 2023, our Liberty Puerto Rico borrowing group had interest rate caps with total notional amounts of $ 120 million and a remaining weighted average contractual life of 4.8 years.
Foreign Currency Forwards Contracts
We enter into foreign currency forward contracts with respect to non-functional currency exposure. At December 31, 2023, our Liberty Costa Rica borrowing group had foreign currency forward contracts with total notional amounts due from and to counterparties of $ 218 million and CRC 125 billion, respectively, with a weighted average remaining contractual life of 0.6 years.
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December 31, 2023, 2022 and 2021
(8) Long-lived Assets
Impairment Charges
The following table sets forth the details of our impairment charges:
C&W Caribbean C&W Panama Liberty Networks Liberty Puerto Rico VTR (a) Liberty Costa Rica Total
in millions
Year ended December 31, 2023:
Goodwill $ — $ — $ — $ — $ — $ — $ —
Property and equipment and other (b) 4.1 51.9 0.8 9.4 — 0.8 67.0
Total impairment charges $ 4.1 $ 51.9 $ 0.8 $ 9.4 $ — $ 0.8 $ 67.0
Year ended December 31, 2022:
Goodwill (c) $ 555.3 $ — $ — $ — $ — $ — $ 555.3
Property and equipment and other 3.1 — 1.0 3.6 0.1 0.7 8.5
Total impairment charges $ 558.4 $ — $ 1.0 $ 3.6 $ 0.1 $ 0.7 $ 563.8
Year ended December 31, 2021:
Goodwill $ 605.1 $ — $ — $ — $ — $ — $ 605.1
Property and equipment and other 2.6 — — 0.2 1.3 — 4.1
Total impairment charges $ 607.7 $ — $ — $ 0.2 $ 1.3 $ — $ 609.2
(a) During October 2022, we contributed the Chile JV Entities into the Chile JV. For additional information, see notes 1 and 6.
(b) During 2023, C&W Panama recognized impairment of certain operating lease right-of-use assets, predominantly related to decommissioned tower leases. As of December 31, 2023, these operating lease right-of-use assets were fully amortized.
(c) During 2022, we recorded a $ 555 million impairment of goodwill within certain reporting units of our C&W Caribbean segment. This impairment was driven primarily by macroeconomic factors, including higher interest rates, that drove an increase in the discount rates used to value these reporting units. After recording these impairments, the associated reporting units have $ 498 million of goodwill remaining at December 31, 2022. 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.
For additional information regarding the fair value methods and related assumptions used in our impairment assessments, see note 4.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Goodwill
Changes in the carrying amount of our goodwill during 2023 are set forth below:
C&W Caribbean C&W Panama Liberty Networks Liberty Puerto Rico Liberty Costa Rica Total
in millions
January 1, 2023 $ 1,220.4 $ 617.1 $ 654.0 $ 501.1 $ 428.7 $ 3,421.3
Acquisitions and related adjustments — — ( 5.7 ) — 5.7 —
Foreign currency translation adjustments and other ( 2.3 ) — 7.6 — 56.8 62.1
December 31, 2023 $ 1,218.1 $ 617.1 $ 655.9 $ 501.1 $ 491.2 $ 3,483.4
Changes in the carrying amount of our goodwill during 2022 are set forth below:
C&W Caribbean C&W Panama Liberty Networks Liberty Puerto Rico Liberty Costa Rica Total
in millions
January 1, 2022 $ 1,787.1 $ 617.1 $ 646.8 $ 498.3 $ 398.7 $ 3,948.0
Acquisitions and related adjustments ( 16.5 ) — 11.5 2.8 ( 3.8 ) ( 6.0 )
Foreign currency translation adjustments and other 5.1 — ( 4.3 ) — 33.8 34.6
Impairments ( 555.3 ) — — — — ( 555.3 )
December 31, 2022 $ 1,220.4 $ 617.1 $ 654.0 $ 501.1 $ 428.7 $ 3,421.3
Our accumulated goodwill impairments were $ 2,784 million at each December 31, 2023 and 2022.
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
Estimated useful
life at
December 31, 2023 December 31,
2023 2022
in millions
Distribution systems 3 to 25 years
$ 4,797.4 $ 4,419.1
Support equipment, buildings, land and CIP 3 to 40 years
1,923.9 2,232.7
CPE 3 to 5 years
938.3 919.0
7,659.6 7,570.8
Accumulated depreciation ( 3,453.9 ) ( 3,277.2 )
Total $ 4,205.7 $ 4,293.6
Depreciation expense related to our property and equipment was $ 840 million, $ 726 million and $ 771 million during 2023, 2022 and 2021, respectively.
We recorded non-cash increases to our property and equipment related to vendor financing arrangements of $ 144 million $ 161 million and $ 101 million during 2023, 2022 and 2021, respectively.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization, which had estimated useful lives ranging from four to 25 years at December 31, 2023, are set forth below:
December 31,
2023 2022
in millions
Customer relationships $ 1,327.8 $ 1,464.4
Licenses and other 286.7 278.9
1,614.5 1,743.3
Accumulated amortization ( 1,072.9 ) ( 1,055.2 )
Total $ 541.6 $ 688.1
Amortization expense related to intangible assets with finite useful lives was $ 168 million, $ 185 million and $ 193 million during 2023, 2022 and 2021, respectively.
Based on our amortizable intangible assets balance at December 31, 2023, we expect that amortization expense will be as follows for the next five years and thereafter (in millions):
2024 $ 135.3
2025 92.9
2026 67.9
2027 57.4
2028 49.9
Thereafter 138.2
Total $ 541.6
Intangible Assets Not Subject to Amortization
The details of our intangible assets not subject to amortization are set forth below:
December 31,
2023 2022
in millions
Spectrum licenses $ 1,051.0 $ 1,051.0
Cable television franchise rights and other 541.8 541.8
Total intangible assets not subject to amortization $ 1,592.8 $ 1,592.8
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(9) Operating Leases
The following table provides details of our operating lease expense:
Year ended December 31,
2023 2022 2021
in millions
Operating lease expense:
Operating lease cost
$ 128.0 $ 118.8 $ 93.1
Short-term lease cost
29.0 24.6 21.0
Total operating lease expense
$ 157.0 $ 143.4 $ 114.1
Certain other details of our operating leases are set forth in the tables below.
December 31,
2023 2022
in millions
Operating lease right-of-use assets (a) $ 475.2 $ 550.8
Operating lease liabilities:
Current $ 84.3 $ 76.7
Noncurrent 483.4 438.5
Total operating lease liabilities $ 567.7 $ 515.2
Weighted-average remaining lease term
7.4 years 8.2 years
Weighted-average discount rate
7.8 % 7.5 %
Year ended December 31,
2023 2022 2021
in millions
Operating cash outflows from operating leases $ 131.9 $ 120.4 $ 93.1
Right-of-use assets obtained in exchange for new operating lease liabilities (b) $ 53.8 $ 237.4 $ 211.8
(a) During 2023, we recorded impairment charges totaling $ 52 million associated with certain operating lease right-of-use assets, predominantly related to decommissioned tower leases at C&W Panama. These charges are included in impairment, restructuring and other, net, in our consolidated statements of operations.
(b) Represents non-cash transactions associated with operating leases entered into during the year, including amounts related to acquisitions, as further described in note 5.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Maturities of Operating Leases
Maturities of our operating lease liabilities as of December 31, 2023 are presented below. Amounts presented below represent U.S. dollar equivalents (in millions) based on December 31, 2023 exchange rates.
Years ending December 31:
2024 $ 123.0
2025 114.8
2026 103.4
2027 88.3
2028 79.4
Thereafter 260.8
Total operating lease liabilities on an undiscounted basis
769.7
Present value discount ( 202.0 )
Present value of operating lease liabilities
$ 567.7
(10) Debt and Finance Lease Obligations
The U.S. dollar equivalents of the components of our debt are as follows:
December 31, 2023 Estimated fair value (c) Principal amount
Weighted
average
interest
rate (a) Unused borrowing capacity (b)
Borrowing currency US $ equivalent December 31, December 31,
2023 2022 2023 2022
in millions
Convertible Notes (d)
2.00 % $ — $ — $ 213.8 $ 357.4 $ 220.3 $ 402.5
C&W Notes
6.55 % — — 1,609.8 1,591.6 1,715.0 1,715.0
C&W Credit Facilities
7.34 % (e) 636.5 2,663.4 2,505.0 2,694.2 2,605.2
LPR Senior Secured Notes
6.08 % — — 1,851.5 1,772.7 1,981.0 1,981.0
LPR Credit Facilities
9.29 % 172.5 172.5 621.6 613.8 620.0 620.0
LCR Credit Facilities (f) 10.88 % 60.0 60.0 463.5 382.9 450.0 419.3
Vendor financing, Tower Transactions and other (g) (h) 7.81 % — — 561.7 223.1 561.7 223.1
Total debt before premiums, discounts and deferred financing costs 7.10 % $ 869.0 $ 7,985.3 $ 7,446.5 $ 8,242.2 $ 7,966.1
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations:
December 31,
2023 2022
in millions
Total debt before premiums, discounts and deferred financing costs
$ 8,242.2 $ 7,966.1
Premiums, discounts and deferred financing costs, net ( 67.8 ) ( 94.0 )
Total carrying amount of debt
8,174.4 7,872.1
Finance lease obligations
5.5 8.6
Total debt and finance lease obligations
8,179.9 7,880.7
Less: Current maturities of debt and finance lease obligations
( 581.9 ) ( 226.9 )
Long-term debt and finance lease obligations
$ 7,598.0 $ 7,653.8
(a) Represents the weighted average interest rate in effect at December 31, 2023 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented generally represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.
(b) Unused borrowing capacity represents the maximum availability under the applicable facility at December 31, 2023 without regard to covenant compliance calculations or other conditions precedent to borrowing. At December 31, 2023, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, both before and after completion of the December 31, 2023 compliance reporting requirements. At December 31, 2023, except as may be limited by tax and legal considerations, the presence of noncontrolling interests, foreign currency exchange restrictions with respect to certain C&W subsidiaries and other factors, there were no restrictions on the respective subsidiary’s ability to upstream cash from this availability to Liberty Latin America or its subsidiaries or other equity holders.
(c) The estimated fair values of our debt instruments are determined using the applicable bid prices (mostly Level 1 of the fair value hierarchy) or from quoted prices for similar instruments in active markets adjusted for the estimated credit spreads of the applicable entity, to the extent available, and other relevant factors (Level 2 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 4.
(d) The interest rate reflects the stated rate of the Convertible Notes. The effective interest rate of the Convertible Notes is 6.7 %, which considers the impact of a discount recorded in connection with the Conversion Option, as further described below.
(e) The C&W Credit Facilities unused borrowing capacity comprise certain U.S. dollar, Trinidad & Tobago dollar and JMD revolving credit facilities. For further information, see C&W Credit Facilities below.
(f) The LCR Credit Facilities at December 31, 2022 comprise certain CRC and U.S. dollar term loans and a U.S. dollar revolving credit facility. For information on the LCR Credit Facilities at December 31, 2023, see Financing Activity below.
(g) In December 2023, we entered into the Tower Transactions associated with certain of our mobile towers across various markets. The Tower Transactions did not meet the criteria to be accounted for as a sale and leaseback. The proceeds from the Tower Transactions are recorded as a financial liability and the associated tower assets remain on our balance sheet. During 2023, we received proceeds of $ 244 million related to the Tower Transactions, which are included in borrowings of debt in our consolidated statement of cash flows.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(h) Primarily represents $ 299 million and $ 217 million at December 31, 2023 and December 31, 2022, respectively, owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year and include VAT that were paid on our behalf by the vendor. Our operating expenses include $ 177 million, $ 149 million and $ 110 million for 2023, 2022 and 2021, respectively, that were financed by an intermediary and are reflected on the borrowing date as a cash outflow within net cash provided or used by operating activities and a cash inflow within net cash provided or used by financing activities in our consolidated statements of cash flows. Repayments of vendor financing obligations are included in payments of principal amounts of debt and finance lease obligations in our consolidated statements of cash flows.
General Information
At December 31, 2023, all of our outstanding debt had been incurred by one of our three primary “borrowing groups”: C&W, Liberty Puerto Rico and Liberty Costa Rica, except for our Convertible Notes (as described below). Unless stated otherwise, all of our borrowings are denominated in U.S. dollars.
Credit Facilities. Each of our borrowing groups has entered into one or more credit facility agreements with certain financial institutions. Each of these credit facilities contain certain covenants, the more notable of which are as follows:
• Our credit facilities contain certain net leverage ratios, as specified in the relevant credit facility, which are required to be complied with on an incurrence and/or maintenance basis;
• Our credit facilities contain certain restrictions which, among other things, restrict the ability of the entities of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets, in each case, subject to certain customary and agreed exceptions, and (iv) make certain restricted payments to their direct and/or indirect parent companies through dividends, loans or other distributions, subject to compliance with applicable covenants;
• Our credit facilities require that certain entities of the relevant borrowing group guarantee the payment of all sums payable under the relevant credit facility and such entities are required to have first-ranking security granted over their shares and, in certain borrowing groups, over substantially all of their assets to secure the payment of all sums payable thereunder;
• In addition to certain mandatory prepayment events, the instructing group of lenders under the relevant credit facility may cancel the commitments thereunder and declare the loans thereunder due and payable after the applicable notice period following the occurrence of a change of control (as specified in the relevant credit facility);
• Our credit facilities contain certain customary events of default, the occurrence of which, subject to certain exceptions and materiality qualifications, would allow the instructing group of lenders to (i) cancel the total commitments, (ii) accelerate all outstanding loans and terminate their commitments thereunder and/or (iii) declare that all or part of the loans be payable on demand;
• Our credit facilities require entities of the relevant borrowing group to observe certain affirmative and negative undertakings and covenants, which are subject to certain materiality qualifications and other customary and agreed exceptions; and
• In addition to customary default provisions, our credit facilities generally include certain cross-default and cross-acceleration provisions with respect to other indebtedness of entities of the relevant borrowing group, subject to agreed minimum thresholds and other customary and agreed exceptions.
Senior and Senior Secured Notes. Our C&W and Liberty Puerto Rico borrowing groups have issued senior and/or senior secured notes. In general, our senior and senior secured notes (i) are senior obligations of each respective issuer within the relevant borrowing group that rank equally with all of the existing and future debt of such issuer and, in the case of our senior secured notes, are senior to all existing and future subordinated debt of each respective issuer within the relevant borrowing group, (ii) contain, in most instances, guarantees from other entities of the relevant borrowing group (as specified in the applicable indenture) and (iii) are secured by pledges over the shares of certain entities of the relevant borrowing group and, in
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
certain instances, over substantially all of the assets of those entities. In addition, the indentures governing our senior and senior secured notes contain certain covenants, the more notable of which are as follows:
• Our notes contain certain customary incurrence-based covenants. In addition, our notes provide that any failure to pay principal prior to expiration of any applicable grace period, or any acceleration with respect to other indebtedness of the issuer or certain other members of the relevant borrowing group, over agreed minimum thresholds (as specified under the applicable indenture), is an event of default under the respective notes;
• Our notes contain certain restrictions that, among other things, restrict the ability of the entities of the relevant borrowing group to (i) incur or guarantee certain financial indebtedness, (ii) make certain disposals and acquisitions, (iii) create certain security interests over their assets, in each case, subject to certain customary and agreed exceptions and (iv) make certain restricted payments to its direct and/or indirect parent companies through dividends, loans or other distributions, subject to compliance with applicable covenants; and
• If the relevant issuer or certain of its subsidiaries (as specified in the applicable indenture) sell certain assets, such issuer must offer to repurchase the applicable notes at par, or if a change of control (as specified in the applicable indenture) occurs, such issuer must offer to repurchase all of the relevant notes at a redemption price of 101 %.
Liberty Latin America – Convertible Notes
In June 2019, Liberty Latin America issued the Convertible Notes. Interest on the Convertible Notes is payable semi-annually on January 15 and July 15. The Convertible Notes are general unsecured obligations of the Company and are structurally subordinated to all the debt and other liabilities of our subsidiaries.
Conversion Rights. Subject to certain conditions, and adjustments if certain events occur (as specified in the indenture governing the Convertible Notes), as of December 31, 2023, the Convertible Notes may be converted at a conversion rate equal to 48.4315 Class C common shares per $1,000 principal amount of the Convertible Notes (equivalent to a conversion price of approximately $ 20.65 per Class C common share). Any conversions of the Convertible Notes may be settled, at the election of the Company, in cash, Class C common shares or a combination thereof.
On and after January 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may convert their notes at any time.
We determined the Conversion Option should be bifurcated from the debt host instrument (the Convertible Notes) and accounted for as a separate financial instrument that qualifies for equity classification. Accordingly, we bifurcated the Conversion Option from the Convertible Notes and initially recorded the estimated fair value of $ 78 million as additional paid-in capital and debt discount. The debt discount is being accreted through interest expense, using the effective interest method, through maturity of the Convertible Notes or when the Conversion Option no longer qualifies for equity classification, if ever. At December 31, 2023, the carrying value of the Convertible Notes was $ 215 million and the unamortized debt discount on the Convertible Notes was $ 5 million.
Redemption Rights. On or after July 19, 2022 but prior to the 85 th scheduled trading day immediately preceding July 15, 2024, we may redeem all or a portion of the Convertible Notes for cash, if the last reported sale price of our Class C common shares has been at least 130 % of the conversion price then in effect on (i) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption and (ii) the trading day immediately preceding the date we provide such notice .
Other. If a fundamental change (as defined in the indenture) occurs, holders of the Convertible Notes may require the Company to repurchase all or a portion of their notes for cash at a price equal to 100 % of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate transactions that occur prior to the maturity date of the Convertible Notes or the delivery of a notice of redemption, we will increase the applicable conversion rate for a holder who elects to convert in connection with such corporate transactions or notice of redemption in certain circumstances by a number of additional Class C common shares, as described in the related indenture.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Borrowing Groups – Outstanding Debt Instruments
C&W Notes
The details of the outstanding C&W Notes as of December 31, 2023 are summarized in the following table:
C&W Notes Maturity Interest
rate Outstanding principal amount Carrying
value (a)
in millions
2027 C&W Senior Secured Notes September 7, 2027 5.750 % $ 495.0 $ 494.3
2027 C&W Senior Notes September 15, 2027 6.875 % 1,220.0 1,218.4
Total $ 1,715.0 $ 1,712.7
(a) Amounts are inclusive or net of original issue premiums and deferred financing costs, as applicable.
Redemption Rights. The C&W Notes are subject to certain redemption rights (as specified in the applicable indenture). Some or all of the 2027 C&W Senior Notes and 2027 C&W Senior Secured Notes may be redeemed at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date, as set forth below:
Redemption Price
2027 C&W Senior Notes 2027 C&W Senior Secured Notes
12-month period commencing: September 15 September 7
2024 100.859 % 100.000 %
2025 and thereafter 100.000 % 100.000 %
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
C&W Credit Facilities
The details of our borrowings under the C&W Credit Facilities as of December 31, 2023 are summarized in the following table:
C&W Credit Facilities
Maturity Interest rate Unused borrowing capacity Outstanding principal amount Carrying
value (a)
in millions
CWP Revolving Credit Facility (b)
January 18, 2027 Adjusted Term SOFR + 3.75 %
$ 10.0 $ 10.0 $ 10.0
C&W Revolving Credit Facility (b)
January 30, 2027 Adjusted Term SOFR + 3.25 % (c)
572.0 — —
C&W Term Loan B-5 Facility January 31, 2028 Adjusted Term SOFR + 2.25 % (c)
— 1,510.0 1,499.7
C&W Term Loan B-6 Facility October 15, 2029 Adjusted Term SOFR + 3.0 % (c)
— 590.0 582.3
2028 CWP Term Loan January 18, 2028 4.25 % — 435.0 430.9
C&W Regional Facilities (d) (e)
various dates ranging from 2024 to 2038 6.85 % (f)
54.5 80.2 78.7
C&W Other Facilities (g) 6.48 % — 69.0 69.0
Total $ 636.5 $ 2,694.2 $ 2,670.6
(a) Amounts are net of discounts and deferred financing costs, as applicable.
(b) Has a fee on unused commitments of 0.5 % per year.
(c) Subject to a SOFR floor of 0 basis points.
(d) The unused borrowing capacity on the C&W Regional Facilities comprise certain U.S. dollar, Trinidad & Tobago dollar and JMD denominated revolving credit facilities.
(e) The outstanding principal amount on the C&W Regional Facilities comprise certain JMD, U.S. dollar, East Caribbean dollar denominated credit facilities.
(f) Represents a weighted average rate for all C&W Regional Facilities.
(g) This borrowing is due in three annual installments beginning in May 2024.
LPR Senior Secured Notes
The details of the outstanding LPR Senior Secured Notes as of December 31, 2023 are summarized in the following table:
LPR Senior Secured Notes Maturity Interest rate Outstanding principal amount Carrying
value (a)
in millions
2027 LPR Senior Secured Notes October 15, 2027 6.750 % $ 1,161.0 $ 1,149.8
2029 LPR Senior Secured Notes July 15, 2029 5.125 % 820.0 813.0
Total $ 1,981.0 $ 1,962.8
(a) Amounts are inclusive or net of original issue premiums and deferred financing costs, as applicable.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Redemption Rights. The LPR Senior Secured Notes are subject to certain redemption rights (as specified in the applicable indenture). LCPR Senior Secured Financing may redeem some or all of the 2027 LPR Senior Secured Notes and 2029 LPR Senior Secured Notes at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and additional amounts (as specified in the applicable indenture), if any, to the applicable redemption date:
Redemption Price
2027 LPR Senior Secured Notes 2029 LPR Senior Secured Notes
12-month period commencing: October 15 July 15
2024 100.000 % 102.563 %
2025 100.000 % 101.281 %
2026 and thereafter 100.000 % 100.000 %
LPR Credit Facilities
The details of our borrowings under the LPR Credit Facilities as of December 31, 2023 are summarized in the following table:
LPR Credit Facilities Maturity Interest rate Unused
borrowing
capacity Outstanding principal amount Carrying
value (a)
in millions
LPR Revolving Credit Facility (b) March 15, 2027 Adjusted Term SOFR + 3.50 %
$ 172.5 $ — $ —
2028 LPR Term Loan October 15, 2028 Adjusted Term SOFR + 3.75 % (c)
— 620.0 616.3
Total $ 172.5 $ 620.0 $ 616.3
(a) Amounts are net of deferred financing costs.
(b) Has a fee on unused commitments of 0.5 % per year.
(c) Subject to a SOFR floor of 0 basis points.
LCR Credit Facilities
The details of the LCR Credit Facilities as of December 31, 2023 are summarized in the following table:
LCR Credit Facilities Maturity Interest rate Unused
borrowing
capacity Outstanding principal amount Carrying
value (a)
LCR Revolving Credit Facility (b) January 15, 2028 Term SOFR + 4.25 %
$ 60.0 $ — $ —
2031 LCR Term Loan A January 15, 2031 10.875 % — 50.0 48.9
2031 LCR Term Loan B January 15, 2031 10.875 % — 400.0 386.7
Total $ 60.0 $ 450.0 $ 435.6
(a) Amounts are net of deferred financing costs.
(b) Has a fee on unused commitments of 0.5 % per year.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Financing and Refinancing Activity
During May 2023, the terms of the agreements underlying the C&W Credit Facilities and the LPR Credit Facilities were amended, which resulted in (i) the replacement of LIBOR-based benchmark rates with Adjusted Term SOFR for the C&W Term Loan B-5 Facility, the C&W Term Loan B-6 Facility, the C&W Revolving Credit Facility, the 2028 LPR Term Loan and the LPR Revolving Credit Facility for interest periods commencing after June 30, 2023, (ii) the modification of the provisions for determining an alternative rate of interest upon the occurrence of certain events relating to the availability of interest rate benchmarks and (iii) certain conforming changes. The credit adjustment spreads applicable to the aforementioned debt instruments are 0.11448 %, 0.26161 % and 0.42826 % for interest periods of one, three and six months, respectively.
In the tables below, non-cash activity relates to borrowings that did not pass through our bank accounts, as financing proceeds from the issuance of debt were used to directly repay some or all of the outstanding debt instruments within the same borrowing group.
During 2023, borrowings related to significant credit facilities we drew down, entered into or amended, are as follows:
Borrowing group/ Borrower Instrument Issued at Amount borrowed
in millions
C&W C&W Other Facilities
100 % $ 69.0
C&W C&W Revolving Credit Facility
N/A $ 40.0
C&W C&W Regional Facilities
N/A $ 20.0
C&W CWP Credit Facilities
N/A $ 10.0
Liberty Puerto Rico LPR Revolving Credit Facility
N/A $ 65.0
Liberty Costa Rica 2031 LCR Term Loan A
100 % $ 50.0
Liberty Costa Rica 2031 LCR Term Loan B
100 % $ 400.0
Liberty Costa Rica LCR Revolving Credit Facility (a)
N/A $ —
(a) In January 2023, the LCR Revolving Credit Facility was amended and restated. The amended and restated $ 60 million LCR Revolving Credit Facility has a fee on unused commitments of 0.5 % per year.
During 2022, borrowings related to significant credit facilities we drew down, entered into or amended, are as follows:
Borrowing group/Borrower Instrument Issued at Amount borrowed Non-cash component
in millions
C&W 2028 CWP Term Loan 100 % $ 435.0 $ 272.9
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
During 2021, borrowings related to significant notes we issued and credit facilities we drew down, entered into or amended, including activity related to the Chile JV Entities, are as follows:
Borrowing group/ Borrower Borrowing Non-cash component
Instrument Issued at Borrowing currency USD equivalent
USD in millions, CRC in billions
C&W C&W Term Loan B-6 Facility 99.25 % $ 590.0 $ 590.0 $ 555.0
C&W C&W Revolving Credit Facility N/A (a) $ —
Liberty Puerto Rico 2029 LPR Senior Secured Notes 100 % $ 820.0 $ 820.0 $ 500.0
Liberty Puerto Rico 2028 LPR Term Loan 100 % $ 620.0 $ 620.0 $ 500.0
Liberty Puerto Rico LPR Revolving Credit Facility N/A (b) $ —
VTR VTR Notes 100 % $ 410.0 $ 410.0 $ 60.0
VTR VTR Credit Facilities N/A $ — $ — $ —
Liberty Costa Rica LCR Term Loan B-1 Facility 100 % $ 227.5 $ 227.5 $ —
Liberty Costa Rica LCR Term Loan B-2 Facility 100 % CRC 36.5 $ 58.8 $ —
(a) In September 2021, the C&W Revolving Credit Facility was amended to extend the maturity of $ 580 million in underlying commitments from January 30, 2026 to January 30, 2027.
(b) Total commitments under the LPR Revolving Credit Facility were increased by $ 48 million during 2021.
During 2023, we made certain repurchases or repayments on the following debt instruments:
Amount paid
Borrowing group / Borrower Instrument Redemption price Borrowing currency USD equivalent (a)
USD in millions, CRC in billions
C&W C&W Revolving Credit Facility 100 % $ 40.0 $ 40.0
Liberty Puerto Rico LPR Revolving Credit Facility 100 % $ 65.0 $ 65.0
Liberty Costa Rica LCR Term Loan B-1 Facility
100 % $ 276.7 $ 276.7
Liberty Costa Rica LCR Term Loan B-2 Facility
100 % CRC 79.6 $ 138.6
Liberty Latin America Convertible Notes (b) $ 173.0 $ 173.0
(a) Translated at the transaction date, if applicable.
(b) During 2023, we repurchased and cancelled $ 182 million original principal amount of the Convertible Notes at a weighted average redemption price of 94.9 %. In connection with these repurchases, we unwound $ 182 million of the related Capped Calls.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
During 2022, we made certain repurchases or repayments on the following debt instruments, including repayments related to the Chile JV Entities:
Borrowing group/ Borrower Instrument Redemption price Amount paid Non-cash component
in millions
C&W C&W Regional Facilities 100 % $ 272.9 $ 272.9
VTR VTR Notes (a) $ 48.1 $ —
(a) During the third quarter of 2022, in aggregate we repurchased and cancelled approximately $ 91 million original principal amount of certain of the outstanding senior secured notes and senior notes of the Chile JV Entities.
During 2021, we made certain repurchases or repayments on the following debt instruments, including repayments related to the Chile JV Entities:
Borrowing group/ Borrower Redemption price Amount paid Non-cash component
Instrument Borrowing currency USD equivalent (a)
USD in millions, CRC in billions
C&W 2026 C&W Senior Notes 103.75 % $ 500.0 $ 500.0 $ 500.0
C&W 2027 C&W Senior Secured Notes 103 % $ 55.0 $ 55.0 $ 55.0
Liberty Puerto Rico 2026 SPV Credit Facility 100 % $ 1,000.0 $ 1,000.0 $ 1,000.0
Liberty Puerto Rico 2027 LPR Senior Secured Notes 103 % $ 129.0 $ 129.0 $ —
VTR VTR Notes 103 % $ 120.0 $ 120.0 $ 60.0
VTR VTR Credit Facilities 100 % CLP 174.0 $ 242.5 $ —
(a) Translated at the transaction date, if applicable.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Maturities of Debt
Maturities of our debt as of December 31, 2023 are presented below. Amounts presented below represent U.S. dollar equivalents based on December 31, 2023 exchange rates.
C&W Liberty Puerto Rico Liberty
Costa Rica Liberty Latin America (a) Consolidated
in millions
Years ending December 31:
2024 $ 307.3 $ 58.2 $ 0.6 $ 220.8 $ 586.9
2025 32.7 1.9 — — 34.6
2026 25.3 — — — 25.3
2027 1,717.6 1,161.0 — — 2,878.6
2028 2,000.3 620.0 — — 2,620.3
Thereafter 786.3 860.2 450.0 — 2,096.5
Total debt maturities 4,869.5 2,701.3 450.6 220.8 8,242.2
Premiums, discounts and deferred financing costs, net ( 25.9 ) ( 21.9 ) ( 14.4 ) ( 5.6 ) ( 67.8 )
Total debt $ 4,843.6 $ 2,679.4 $ 436.2 $ 215.2 $ 8,174.4
Current portion $ 307.3 $ 58.2 $ 0.6 $ 215.2 $ 581.3
Noncurrent portion $ 4,536.3 $ 2,621.2 $ 435.6 $ — $ 7,593.1
(a) Represents the amount held by Liberty Latin America on a standalone basis plus the aggregate amount held by subsidiaries of Liberty Latin America that are outside our borrowing groups.
(11) Defined Benefit Plans
We maintain various funded defined benefit plans for certain current and past employees, including (i) the CWSF, which is C&W’s largest defined benefit plan, (ii) plans in The Bahamas, Jamaica, Barbados, Curacao and Puerto Rico and (iii) certain other defined benefit arrangements in the U.K., which are governed by individual trust deeds. These defined benefit plans are closed to new entrants, and existing participants do not accrue any additional benefits.
Defined benefit plan amounts included in our consolidated balance sheets are as follows:
December 31,
2023 2022
in millions
Other assets, net $ 37.9 $ 119.4
Other long-term liabilities ( 143.7 ) ( 146.6 )
Net pension asset (liability) $ ( 105.8 ) $ ( 27.2 )
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The table below provides summary information for our defined benefit plans:
December 31,
2023 2022
in millions
Projected benefit obligations (a) $ ( 1,621.0 ) $ ( 1,543.7 )
Fair value of plan assets (b) 1,515.2 1,516.5
Net pension asset (liability) $ ( 105.8 ) $ ( 27.2 )
(a) The weighted average discount rate used in determining our benefit obligations was 5.6 % and 6.0 % at December 31, 2023 and 2022, respectively. A 1.0 % increase or decrease in the weighted average discount rate would have a ( $ 35 million ) or $ 42 million impact, respectively, on the projected benefit obligations, net of the annuity insurance policies (as described further below).
(b) Our plan assets primarily comprise investments in insurance contracts, debt securities and equity securities. The fair value of plan assets at December 31, 2023 includes $ 242 million, $ 130 million and $ 1,151 million of assets that are valued based on Level 1, Level 2 and Level 3 inputs, respectively, of the fair value hierarchy (as further described in note 4). The fair value of plan assets at December 31, 2022 includes $ 659 million, $ 116 million and $ 742 million of assets that are valued based on Level 1, Level 2 and Level 3 inputs, respectively.
In May 2023, the CWSF completed an additional buy-in bulk annuity, resulting in 100 % of the plan’s liabilities being covered by insurance annuity policies, the payments from which match the corresponding obligations to employees. In addition, at December 31, 2023, 100 % of the Jamaican and UTS defined benefit obligations are covered through the purchase of insurance annuity policies. The remaining investment risks in the plans have also been mitigated to a reasonable extent by a combination of matching assets and diversification of the return-seeking assets.
The CWSF buy-in resulted in the remeasurement of $ 75 million from net pension assets to accumulated other comprehensive income during 2023, which represents the loss associated with the difference between the projected benefit obligations and the cost of the bulk annuity policy.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(12) Equity
Share Capital
A summary of the changes in our share capital during 2023, 2022 and 2021 is set forth in the table below:
Class A Class B Class C
in millions
Balance at January 1, 2021
49.0 1.9 181.1
Repurchase of Liberty Latin America common shares ( 4.3 ) — ( 0.7 )
Issued in connection with share-based compensation plans and other 0.8 — 1.9
Balance at December 31, 2021
45.5 1.9 182.3
Balance at January 1, 2022
45.5 1.9 182.3
Repurchase of Liberty Latin America common shares ( 4.5 ) — ( 14.8 )
Issued in connection with share-based compensation plans and other 1.7 0.2 3.8
Balance at December 31, 2022
42.7 2.1 171.3
Balance at January 1, 2023
42.7 2.1 171.3
Repurchase of Liberty Latin America common shares ( 2.6 ) — ( 11.7 )
Issued in connection with share-based compensation plans and other 0.7 0.1 2.1
Balance at December 31, 2023
40.8 2.2 161.7
Voting rights. Holders of Class A common shares and Class B common shares vote together as a single class on all matters submitted to a vote of Liberty Latin America’s shareholders. The holders of Class A common shares have one vote per share; the holders of Class B common shares have 10 votes per share; and the holders of Class C common shares generally have no votes per share. In the event a right to vote is required under applicable law, holders of Class C common shares will vote as a single class with the holders of Class A common shares and Class B common shares and will be entitled to 1/100 of a vote on such matter for each Class C common share. Each Class B common share is convertible at the option of the holder for one Class A common share.
Contribution from noncontrolling interest owners
During 2021, we received an equity contribution of $ 47 million from the noncontrolling interest owner of Liberty Servicios, the proceeds of which were used to partially fund the Liberty Telecomunicaciones Acquisition. This contribution represented their pro-rata share of the equity portion of the purchase price for the Liberty Telecomunicaciones Acquisition, and has been reflected as a contribution from noncontrolling interest owners in our consolidated statement of equity, and as a financing activity in our consolidated statement of cash flows.
Share Repurchase Programs
On March 16, 2020, our Directors approved the 2020 Share Repurchase Program, which authorized us to repurchase from time to time up to $ 100 million of our Class A common shares and/or Class C common shares through March 2022, subject to certain limitations and conditions. On February 22, 2022, our Directors approved the 2022 Share Repurchase Program. This program authorizes us to repurchase from time to time up to an additional $ 200 million of our Class A common shares and/or Class C common shares through December 2024. On May 8, 2023, our Directors approved an additional $ 200 million under the 2022 Share Repurchase Program through December 2025.
The 2022 Share Repurchase Program does not obligate us to repurchase any of our Class A or C common shares. Under the 2022 Share Repurchase Program, we may repurchase our common shares in open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means. At December 31, 2023, the remaining amount authorized for share repurchases under the 2022 Share Repurchase Program was $ 139 million.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Capped Calls
In connection with the issuance of our Convertible Notes, we entered into the Capped Calls, which expires on July 15, 2024. The Capped Calls are used as an economic hedge to reduce or offset potential dilution to our Class C common shares upon any conversion of the Convertible Notes and/or offset any cash payments we could have been required to make in excess of the principal amount of such converted notes, as the case may have been, with such reduction and/or offset subject to a cap. Collectively, the Capped Calls covered the number of the Company’s Class C common shares underlying the Convertible Notes, or $ 10.7 million of Class C common shares as of December 31, 2023. The Capped Calls had a strike price of $ 20.65 per Class C common share and the cap price per Class C common share ranged from $ 28.00 to $ 29.50 , subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. The Capped Calls were not considered a derivative instrument under ASC 815, Derivatives and Hedging , as the contracts were indexed to our Class C common shares and therefore were classified within shareholders’ equity.
( 13 ) Programming and Other Direct Costs of Services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, project-related costs and other direct costs related to our operations.
Our programming and other direct costs of services by major category are set forth below.
Year ended December 31,
2023 2022 2021
in millions
Programming and copyright $ 237.2 $ 360.3 $ 441.4
Interconnect 302.5 350.3 347.2
Equipment 320.6 369.8 308.7
Other 160.1 130.1 117.1
Total programming and other direct costs $ 1,020.4 $ 1,210.5 $ 1,214.4
(14) Other Operating Costs and Expenses
Other operating costs and expenses set forth in the table below comprise the following cost categories:
• Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;
• Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;
• Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;
• Commercial, which primarily includes sales and marketing costs, such as advertising, commissions and other sales and marketing-related costs, and customer care costs related to outsourced call centers;
• Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, franchise-related fees, bank fees, insurance, vehicle-related, travel and entertainment and other operating-related costs; and
• Share-based compensation expense that relates to (i) equity awards issued to our employees and Directors and (ii) certain bonus-related expenses that are paid in the form of equity.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Our other operating costs and expenses by major category are set forth below:
Year ended December 31,
2023 2022 2021
in millions
Personnel and contract labor $ 557.6 $ 597.7 $ 575.1
Network-related 259.0 311.4 324.2
Service-related 227.6 210.8 196.5
Commercial 181.1 226.0 229.4
Facility, provision, franchise and other 563.8 542.3 460.1
Share-based compensation expense 88.7 93.5 118.1
Total other operating costs and expenses $ 1,877.8 $ 1,981.7 $ 1,903.4
(15) Share-based Compensation
Equity Incentive Plans
Employee Incentive Plan and Nonemployee Director Incentive Plan
In 2017, we adopted the Employee Incentive Plan and the Nonemployee Director Incentive Plan, under which options, SARs, RSUs, cash awards, performance awards or any combination of the foregoing may be granted. The maximum number of Liberty Latin America common shares that may be issued under the Employee Incentive Plan and the Nonemployee Director Incentive Plan is 75 million (of which no more than 10 million shares may consist of Class B shares) and 5 million, respectively, in each case subject to anti-dilution and other adjustment provisions in the respective plans. Liberty Latin America common shares issuable pursuant to awards will be made available from either authorized but unissued shares, or shares that have been issued but reacquired by Liberty Latin America.
Awards
Non-performance Awards. The following is a summary of the material terms and conditions with respect to our non-performance-based awards:
• SARs . SARs generally vest 33.3 % on the anniversary of the grant date over a vesting term of three years . SARs granted prior to 2020 expire seven years after the grant date, while SARs granted during or subsequent to 2020 expire ten years after the grant date. SARs may be granted with an exercise price at or above the fair market value of the shares on the date of grant in any class of common shares.
• RSUs . RSUs generally vest 33.3 % on the anniversary of the grant date over a vesting term of three years . RSUs issued under the Nonemployee Director Incentive Plan vest on the first anniversary of the grant date.
• LTVP . During 2023, we implemented the Long-term Value Plan component of the Employee Incentive Plan, whereby employees receive a fixed-value award based upon a percentage of annual employee base compensation that vests annually over three years and can be settled in either common shares or cash at the discretion of Liberty Latin America's Compensation Committee. During 2023, we recognized $ 6 million of expense associated with the LTVP, which is recorded in share-based compensation expense in our consolidated statement of operations.
Performance Awards . The following is a summary of the material terms and conditions with respect to our performance-based awards for certain executive officers and key employees:
• PSUs . During 2023, our Chief Executive Officer was granted a total of 0.3 million Class B PSUs, which will vest in March 2024 based upon the achievement of individual qualitative objectives.
• PSARs. During 2021 and 2022, certain key employees received the 2021 PSARs. Each award represents the right to
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
receive a payment in shares or, if the compensation committee so determines, cash or a combination of cash and shares, equal to the excess of the fair market value of the common shares on the day of exercise over the exercise price, subject to performance and vesting. The 2021 PSARs, have a term of ten years , a performance period from January 1, 2021 to December 31, 2023 and will vest on March 16, 2024 based on the continued employment of the recipient through this date. The 2021 PSARs include performance conditions based on the achievement of individual qualitative objectives during the performance period. At both December 31, 2023 and 2022, we had 3 million Class A PSARs and 6 million Class C PSARs outstanding.
Share-based Compensation Expense
Our share-based compensation expense includes amounts related to share-based incentive awards held by our employees and employees of our subsidiaries. The following table summarizes certain information related to share-based incentive awards granted during the periods presented:
Year ended December 31,
2023 2022 2021
Assumptions used to estimate fair value of SARs and PSARs:
Risk-free interest rate 3.5 - 4.2 %
2.0 - 3.7 %
0.8 - 1.4 %
Expected life 6.0 - 10.0 years
6.0 - 10.0 years
6.0 - 10.0 years
Expected volatility 42.1 - 46.7 %
40.2 - 49.8 %
36.9 - 46.8 %
Expected dividend yield none none none
Weighted average grant-date fair value per share of awards granted:
SARs $ 4.31 $ 4.91 $ 6.43
PSARs N/A $ 5.92 $ 6.88
RSUs $ 7.96 $ 9.49 $ 13.96
PSUs $ 8.00 $ 6.11 $ 11.57
As of December 31, 2023, we have $ 85 million of total unrecognized compensation expense related to awards held by our employees that is expected to be recognized as a future expense over a weighted-average period of approximately 2 years.
For the amount of share-based compensation expense recognized during each period presented, see note 14.
Share-based Incentive Award Activity
The following tables summarize share-based incentive award activity during 2023 with respect to Liberty Latin America awards held by our employees and our Directors.
Number of
shares Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate intrinsic value
SARs – Class A shares
in millions in years in millions
Outstanding at January 1, 2023
9.1 $ 13.91
Granted
1.8 $ 7.82
Forfeited
( 0.9 ) $ 19.35
Outstanding at December 31, 2023
10.0 $ 12.34 5.8 $ —
Exercisable at December 31, 2023
5.9 $ 14.40 4.0 $ —
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Number of
shares Weighted
average
base price Weighted
average
remaining
contractual
term Aggregate intrinsic value
SARs – Class C shares
in millions in years in millions
Outstanding at January 1, 2023
18.3 $ 13.92
Granted
3.6 $ 7.79
Forfeited
( 1.8 ) $ 19.49
Outstanding at December 31, 2023
20.1 $ 12.34 5.8 $ —
Exercisable at December 31, 2023
11.8 $ 14.40 4.0 $ —
Number of
shares Weighted
average
grant-date fair value per share Weighted
average
remaining
contractual
term
RSUs – Class A shares
in millions in years
Outstanding at January 1, 2023
2.1 $ 10.74
Granted 1.2 $ 7.96
Forfeited
( 0.1 ) $ 10.23
Released from restrictions ( 1.1 ) $ 10.73
Outstanding at December 31, 2023
2.1 $ 9.22 1.6
Number of
shares Weighted
average
grant-date fair value per share Weighted
average
remaining
contractual
term
RSUs – Class C shares
in millions in years
Outstanding at January 1, 2023
4.3 $ 11.04
Granted 2.5 $ 7.96
Forfeited
( 0.2 ) $ 10.21
Released from restrictions ( 2.3 ) $ 10.65
Outstanding at December 31, 2023
4.3 $ 9.20 1.6
(16) Income Taxes
On July 11, 2017, Liberty Latin America was formed as a corporation in Bermuda. While Bermuda does not currently assess taxes on income, subsidiaries in other jurisdictions are taxable operations and file income tax returns in their respective jurisdictions. The income taxes of Liberty Latin America are presented on a standalone basis, and each tax paying entity or group within Liberty Latin America is presented on a separate return basis, unless a combined or consolidated tax return regime is permitted.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The components of our loss before income taxes are as follows:
Year ended December 31,
2023 2022 2021
in millions
Domestic (a) $ ( 90.9 ) $ ( 97.6 ) $ ( 85.7 )
Foreign (b) (c) 28.5 ( 25.4 ) ( 232.3 )
Total $ ( 62.4 ) $ ( 123.0 ) $ ( 318.0 )
(a) Liberty Latin America is considered a stand-alone Bermuda entity.
(b) Amounts for the year ended December 31, 2022 include a goodwill impairment charge of $ 555 million and a $ 13 million impairment associated with a cost method investment, both of which occurred at our C&W Caribbean segment. Amounts for the year ended December 31, 2021 include a goodwill impairment charge of $ 605 million and a $ 41 million impairment associated with a cost method investment, both of which occurred at our C&W Caribbean segment.
(c) For the year ended December 31, 2023, significant jurisdictions that comprise the “foreign” component of our loss before income taxes include Bahamas, Barbados, British Virgin Islands, Colombia, Costa Rica, Jamaica, Panama, Puerto Rico, Spain, St. Kitts, St. Lucia, Trinidad, the United Kingdom, United States and U.S. Virgin Islands. For the year ended December 31, 2022, significant jurisdictions that comprise the “foreign” component of our loss before income taxes include Bahamas, Barbados, British Virgin Islands, Chile, Colombia, Costa Rica, Curacao, Jamaica, the Netherlands, Panama, Puerto Rico, Spain, Trinidad, the United Kingdom, United States and U.S. Virgin Islands. For the year ended December 31, 2021, significant jurisdictions that comprise the “foreign” component of our loss before income taxes include Bahamas, Barbados, British Virgin Islands, Chile, Costa Rica, Curacao, Jamaica, the Netherlands, Panama, Puerto Rico, Trinidad, the United Kingdom, United States and U.S. Virgin Islands.
Income tax benefit (expense) consists of:
Current Deferred Total
in millions
Year ended December 31, 2023:
Domestic $ — $ — $ —
Foreign ( 111.8 ) 87.4 ( 24.4 )
Total $ ( 111.8 ) $ 87.4 $ ( 24.4 )
Year ended December 31, 2022:
Domestic $ — $ — $ —
Foreign ( 93.2 ) 8.4 ( 84.8 )
Total $ ( 93.2 ) $ 8.4 $ ( 84.8 )
Year ended December 31, 2021:
Domestic $ — $ — $ —
Foreign ( 85.5 ) ( 87.1 ) ( 172.6 )
Total $ ( 85.5 ) $ ( 87.1 ) $ ( 172.6 )
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Income tax expense attributable to our loss before income taxes differs from the amounts computed by using the applicable tax rate as a result of the following:
Year ended December 31,
2023 2022 2021
in millions
Computed expected tax benefit (a) $ — $ — $ —
Permanent differences (b) ( 49.3 ) 46.8 ( 13.6 )
Basis and other differences in the treatment of items associated with investments in Liberty Latin America entities 1.5 ( 1.2 ) 1.4
(Increases) Decreases in valuation allowances ( 161.5 ) 188.8 ( 321.6 )
Expiration of deferred tax assets with full valuation allowance ( 12.3 ) ( 12.7 ) ( 129.5 )
International rate differences (a) (c) 88.2 49.9 82.2
Changes in uncertain tax positions ( 0.4 ) ( 24.5 ) ( 1.0 )
Enacted tax law and rate changes (d) (e) (f) (g) (h) 128.4 ( 162.2 ) 393.7
Effect of non-deductible goodwill impairments — ( 174.3 ) ( 201.2 )
Effect of tax credits 18.3 15.9 38.7
Withholding and capital gains taxes ( 40.0 ) ( 13.3 ) ( 23.4 )
Other, net 2.7 2.0 1.7
Total income tax expense $ ( 24.4 ) $ ( 84.8 ) $ ( 172.6 )
(a) On July 11, 2017, Liberty Latin America was formed as a corporation in Bermuda where the Company has a “statutory” or “expected” tax rate of 0% in 2023, 2022 and 2021. The majority of our subsidiaries operate in jurisdictions where income tax is imposed at local applicable rates, resulting in “international rate differences,” as shown in the table above that reflect the computed tax benefit (expense) of pre-tax book income (loss) in the respective taxable jurisdiction.
(b) Permanent differences primarily relate to various non-taxable income or non-deductible expenses, such as Caribbean Community (CARICOM) treaty income, limitations on deductible management fees, or executive compensation, among others.
(c) The 2023 corporate tax rates applicable to our primary material jurisdictions are as follows: Bahamas, 0%; Barbados, 1% to 5.5%; British Virgin Islands, 0%; Colombia, 35%; Costa Rica, 30%; Jamaica, 33.33%; Panama, 25%; Puerto Rico, 37.5%; Spain, 25%; St. Kitts, 33%; St. Lucia, 30%; Trinidad, 30%; the United Kingdom, 25%; United States, 21%; and U.S. Virgin Islands, 23.10%.
(d) On June 10, 2021, the United Kingdom Finance Bill of 2021 enacted an increase in the main corporate tax rate to 25%, with effect from April 1, 2023. While deferred tax assets were re-valued as of enactment, there is a net nil tax impact of this on the total tax result due to a full valuation allowance on all deferred tax items in the U.K.
(e) On September 14, 2021, legislation was enacted in Colombia. Changes include an increase in the corporate income tax to 35% from January 1, 2022. Substantially all of the impact of this rate change on our deferred tax balances was recorded during the third quarter of 2021 when the change in law was enacted.
(f) On December 27, 2021, the Netherlands enacted legislation increasing the top corporate income tax rate to 25.8%. with effect from January 1, 2022. While deferred tax assets were re-valued, there is a net nil tax impact of this on the total tax result due to a full valuation allowance on all deferred tax items in the Netherlands as of December 31, 2022.
(g) On July 13, 2023, St. Vincent and the Grenadines Inland Revenue Department enacted a decrease in the corporate income tax from 30% to 28% with effect from January 1, 2023.
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(h) On December 22, 2023, Bermuda Parliament enacted legislation to establish a 15% corporate income tax regime that will become effective for tax years beginning on or after January 1, 2025. While deferred tax assets associated with opening tax losses carryforward for periods beginning January 1, 2020, were established as of enactment, there is a net nil tax impact of this on the total tax result due to a full valuation allowance in Bermuda.
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes. The components of our net deferred tax liability are as follows:
December 31,
2023 2022
in millions
Deferred tax assets $ 57.0 $ 31.0
Deferred tax liabilities ( 630.6 ) ( 688.7 )
Net deferred tax liability $ ( 573.6 ) $ ( 657.7 )
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
December 31,
2023 2022
in millions
Deferred tax assets:
Net operating losses, tax credits and other carryforwards $ 2,408.3 $ 2,276.4
Deferred revenue 12.5 13.7
Unrealized gains and losses 12.3 16.0
Accrued expenses 41.1 35.1
Other future deductible amounts 2.6 1.0
Deferred tax assets 2,476.8 2,342.2
Valuation allowance ( 1,942.5 ) ( 1,780.4 )
Deferred tax assets, net of valuation allowance 534.3 561.8
Deferred tax liabilities:
Investments ( 244.5 ) ( 255.4 )
Intangible assets ( 641.7 ) ( 663.5 )
Property and equipment, net ( 221.1 ) ( 298.5 )
Un-remitted foreign earnings ( 0.6 ) ( 2.1 )
Deferred tax liabilities ( 1,107.9 ) ( 1,219.5 )
Net deferred tax liability $ ( 573.6 ) $ ( 657.7 )
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Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The changes in our valuation allowances are summarized below:
Year ended December 31,
2023 2022 2021
in millions
Balance at January 1 $ 1,780.4 $ 1,940.3 $ 1,630.9
Net tax expense (benefit) related to operations 161.5 ( 188.8 ) 321.6
Translation adjustments ( 1.1 ) ( 6.2 ) ( 9.1 )
Business acquisitions and other 1.7 35.1 ( 3.1 )
Balance at December 31 $ 1,942.5 $ 1,780.4 $ 1,940.3
Deferred tax assets related to net operating losses may be used to offset future taxable income. The significant components of our tax loss carryforwards at December 31, 2023 are as follows:
Country Tax loss
carryforward Related
tax asset Expiration
date
in millions
U.K.:
Amount attributable to capital losses $ 4,704.3 $ 1,176.1 Indefinite
Amount attributable to net operating losses 1,337.5 334.4 Indefinite
Barbados 685.0 17.5 2024 - 2030
Jamaica 411.9 137.2 Indefinite
Bermuda 341.6 51.2 Indefinite
Puerto Rico 268.0 81.9 2024 - 2032
Curacao 155.8 37.0 2024 - 2033
U.S. 68.3 16.0 2033 - Indefinite
Panama 36.4 9.1 2024-2028
U.S. Virgin Islands
56.3 13.0 2033-Indefinite
Colombia 15.5 5.4 Indefinite
Other 26.2 7.3 Various
Total $ 8,106.8 $ 1,886.1
As of December 31, 2023, a valuation allowance of $ 1,765 million has been recorded against the net operating loss carryforwards where we do not expect to realize a future benefit, or where certain losses may be limited in use due to change in control or same-business tests.
Our tax loss carryforwards within each jurisdiction combine all companies’ tax losses (both capital and ordinary losses) in that jurisdiction; however, certain tax jurisdictions limit the ability to offset taxable income of a separate company or different tax group with the tax losses associated with another separate company or group. Further, tax jurisdictions restrict the type of taxable income that the above losses are able to offset.
In 2023 and 2022, we have foreign tax credit carryforwards of $ 7 million and $ 13 million, respectively, which are available in the U.S. Substantially all credits not utilized will expire at the end of 2033.
In 2023 and 2022, we have alternative minimum tax credit carryforwards in the amounts of $ 49 million and $ 47 million, respectively, attributable to our operations in Puerto Rico for which the current tax law provides no period of expiration.
In 2023, we have research and development credit carryforwards of $ 13 million available in Puerto Rico for which current law provides no period of expiration.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Through our consolidated subsidiaries, we maintain a presence in many countries. Many of these countries maintain highly complex tax regimes. We have accounted for the effect of these taxes based on what we believe is reasonably expected to apply to us and our consolidated subsidiaries based on tax laws currently in effect and reasonable interpretations of these laws. Because some jurisdictions do not have systems of taxation that are as well established as the system of income taxation used in other major industrialized countries, it may be difficult to anticipate how other jurisdictions will tax our and our consolidated subsidiaries’ current and future operations.
Although we intend to take reasonable tax planning measures to limit our tax exposures, no assurance can be given that we will be able to do so.
We file income tax returns in various jurisdictions. In the normal course of business, our income tax filings are subject to review by various taxing authorities. In connection with such reviews, disputes could arise with the taxing authorities over the interpretation or application of certain income tax rules related to our business in that tax jurisdiction. Such disputes may result in future tax and interest and penalty assessments by these taxing authorities. The ultimate resolution of tax contingencies will take place upon the earlier of (i) the settlement date with the applicable taxing authorities in either cash or agreement of income tax positions or (ii) the date when the tax authorities are statutorily prohibited from adjusting the company’s tax computations.
In general, tax returns filed by, or that include, entities comprising Liberty Latin America for years prior to 2009 are no longer subject to examination by tax authorities. We are currently undergoing income tax audits in Colombia, Trinidad and Tobago, Venezuela and certain other jurisdictions within the Caribbean and Latin America. Except as noted below, any adjustments that might arise from the foregoing examinations are not expected to have a material impact on our consolidated financial position or results of operations.
The changes in our unrecognized tax benefits are summarized below:
Year ended December 31,
2023 2022 2021
in millions
Balance at January 1 $ 37.6 $ 12.0 $ 32.0
Additions for tax positions of prior years 0.7 12.7 1.0
Additions based on tax positions related to the current year 6.0 14.5 —
Lapse of statute of limitations ( 1.4 ) ( 1.7 ) ( 3.4 )
Foreign currency translation — 0.1 ( 2.4 )
Decrease for settlement with tax authorities — — ( 3.9 )
Reductions for tax positions of prior years ( 17.4 ) — —
Reclassification to liabilities associated with assets held for sale — — ( 11.3 )
Balance at December 31 $ 25.5 $ 37.6 $ 12.0
No assurance can be given that any of these unrecognized tax benefits will be recognized or realized.
As of December 31, 2023, all of our unrecognized tax benefits would have a favorable impact on our effective income tax rate if ultimately recognized.
During 2024, it is reasonably possible that the resolution of ongoing examinations by tax authorities as well as expiration of statutes of limitation could result in reductions to our unrecognized tax benefits related to tax positions taken as of December 31, 2023. Other than the potential impacts of ongoing examinations and the expected expiration of certain statutes of limitation, we do not expect any material changes to our unrecognized tax benefits during 2024. No assurance can be given as to the nature or impact of any changes in our unrecognized tax positions during 2024.
During 2023, 2022 and 2021, our income tax expense includes interest expense of $ 12.4 million, $ 0.2 million and $ 1 million, respectively, representing the net accrual of interest and penalties incurred during the respective period. Our other long-term liabilities include accrued interest and penalties of $ 25 million and $ 13 million at December 31, 2023 and 2022, respectively.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(17) Earnings or Loss per Share
Basic EPS is computed by dividing net earnings or loss attributable to Liberty Latin America shareholders by the weighted average number of Liberty Latin America Shares outstanding during the years presented, as further described below. Diluted EPS presents the dilutive effect, if any, on a per share basis of dilutive securities as if they had been exercised, vested or converted at the beginning of the periods presented.
The details of the calculations of our basic and diluted EPS are set forth below:
Year ended December 31,
2023 2022 2021
in millions, except per share amounts
Numerator:
Net loss attributable to Liberty Latin America shareholders - basic and diluted $ ( 73.6 ) $ ( 170.7 ) $ ( 440.6 )
Denominator:
Weighted average shares - basic and diluted (a) 210.0 222.6 232.6
Basic and diluted net loss per share attributable to Liberty Latin America shareholders $ ( 0.35 ) $ ( 0.77 ) $ ( 1.89 )
(a) We reported losses attributable to Liberty Latin America shareholders during 2023, 2022 and 2021. As a result, the potentially dilutive effect of the following items was not included in the computation of diluted EPS for such periods because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs and PSARs, because such awards had not yet met the applicable performance criteria:
December 31,
2023 2022 2021
in millions
Aggregate number of shares issuable pursuant to:
Outstanding options, SARs and RSUs
37.7 35.4 24.7
Outstanding PSUs and PSARs
8.7 8.7 10.1
LTVP
3.4 — —
ESPP
0.2 — —
Aggregate number of shares potentially issuable under our Convertible Notes (if-converted method) (i)
10.7 19.5 19.5
(i) With regards to the aggregate number of shares potentially issuable under our Convertible Notes, the Capped Calls provide an economic hedge to reduce or offset potential dilution to our Class C common shares upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of such converted notes, as the case may be, with such reduction and/or offset subject to a cap.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(18) Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss included in our consolidated balance sheets and statements of equity reflects the aggregate impact of foreign currency translation adjustments and pension-related adjustments and other. The changes in the components of accumulated other comprehensive loss , net of taxes, are summarized as follows:
Liberty Latin America shareholders
Foreign
currency
translation
adjustments Pension-
related adjustments and other Accumulated
other
comprehensive
loss Non-controlling
interests Total
accumulated
other
comprehensive loss
in millions
Balance at January 1, 2021 $ ( 143.2 ) $ 17.6 $ ( 125.6 ) $ ( 9.6 ) $ ( 135.2 )
Other comprehensive earnings 5.7 30.2 35.9 ( 0.9 ) 35.0
Balance at December 31, 2021 ( 137.5 ) 47.8 ( 89.7 ) ( 10.5 ) ( 100.2 )
Other comprehensive loss 53.8 ( 113.3 ) ( 59.5 ) ( 0.5 ) ( 60.0 )
Balance at December 31, 2022 ( 83.7 ) ( 65.5 ) ( 149.2 ) ( 11.0 ) ( 160.2 )
Other comprehensive loss 24.9 ( 73.7 ) ( 48.8 ) 1.1 ( 47.7 )
Balance at December 31, 2023 $ ( 58.8 ) $ ( 139.2 ) $ ( 198.0 ) $ ( 9.9 ) $ ( 207.9 )
The components of other comprehensive earnings (loss), net of taxes, are reflected in our consolidated statements of comprehensive loss. The following table summarizes the tax effects related to each component of other comprehensive earnings (loss), net, of amounts reclassified to our consolidated statements of operations:
Pre-tax
amount Tax benefit (expense) Net-of-tax
amount
in millions
Year ended December 31, 2023:
Foreign currency translation adjustments $ 25.9 $ — $ 25.9
Pension-related adjustments and other ( 73.6 ) — ( 73.6 )
Other comprehensive loss ( 47.7 ) — ( 47.7 )
Other comprehensive loss attributable to noncontrolling interests (a) ( 1.1 ) — ( 1.1 )
Other comprehensive loss attributable to Liberty Latin America shareholders $ ( 48.8 ) $ — $ ( 48.8 )
Year ended December 31, 2022:
Foreign currency translation adjustments $ 53.1 $ — $ 53.1
Pension-related adjustments and other ( 114.0 ) 0.9 ( 113.1 )
Other comprehensive loss ( 60.9 ) 0.9 ( 60.0 )
Other comprehensive loss attributable to noncontrolling interests (a) 0.5 — 0.5
Other comprehensive loss attributable to Liberty Latin America shareholders $ ( 60.4 ) $ 0.9 $ ( 59.5 )
Year ended December 31, 2021:
Foreign currency translation adjustments $ 4.8 $ — $ 4.8
Pension-related adjustments and other 34.4 ( 4.2 ) 30.2
Other comprehensive earnings 39.2 ( 4.2 ) 35.0
Other comprehensive loss attributable to noncontrolling interests (a) 0.9 — 0.9
Other comprehensive earnings attributable to Liberty Latin America shareholders $ 40.1 $ ( 4.2 ) $ 35.9
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(a) Amounts represent the noncontrolling interest owners’ share of our foreign currency translation adjustments and pension-related adjustments.
(19) Commitments and Contingencies
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
Regulatory Issues. We have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming and copyright fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of these contingencies will not result in a material impact on our results of operations, cash flows or financial position in any given period. Due, in general, to the complexity of the issues involved and, in certain cases, the lack of a clear basis for predicting outcomes, we cannot provide a meaningful range of potential losses or cash outflows that might result from any unfavorable outcomes.
(20) Segment Reporting
Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet, fixed-line telephony and mobile services. Our corporate category includes our corporate operations, which derive revenue from mobile handset insurance services. We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA or total assets.
As of December 31, 2023 , unless otherwise specified below, our reportable segments are as follows:
• C&W Caribbean;
• C&W Panama;
• Liberty Networks;
• Liberty Puerto Rico;
• Liberty Costa Rica; and
• VTR (through September 30, 2022, see note 6).
Performance Measures of our Reportable Segments
We evaluate performance and make decisions about allocating resources to our reportable segments based on financial measures, such as revenue and Adjusted OIBDA. In addition, we review non-financial measures, such as subscriber growth. We account for intersegment sales as if they were to third parties, or at current market prices.
Adjusted OIBDA is the primary measure used by our CODM to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of incentive compensation plans. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. A reconciliation of total Adjusted OIBDA to operating income or loss and to earnings or loss before income taxes is presented below.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The amounts presented below represent 100 % of the revenue and Adjusted OIBDA of each of our reportable segments and our corporate operations. As we have the ability to control certain subsidiaries that are not wholly-owned, we include 100 % of the revenue and expenses of these entities in our consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of (a) C&W and (b) Liberty Puerto Rico, and (ii) Liberty Costa Rica are reflected in net earnings or loss attributable to noncontrolling interests in our consolidated statements of operations. Subsequent to the formation of the Chile JV during October 2022, VTR is no longer consolidated.
Revenue
Year ended December 31,
2023 2022 2021
in millions
C&W Caribbean $ 1,437.0 $ 1,436.8 $ 1,389.9
C&W Panama 742.6 642.7 568.1
Liberty Networks 453.3 450.8 431.9
Liberty Puerto Rico 1,417.7 1,463.6 1,446.2
Liberty Costa Rica 547.9 441.3 258.5
VTR — 450.6 787.5
Corporate 23.5 22.2 21.6
Intersegment eliminations ( 110.9 ) ( 99.4 ) ( 92.4 )
Total $ 4,511.1 $ 4,808.6 $ 4,811.3
Adjusted OIBDA
Year ended December 31,
2023 2022 2021
in millions
C&W Caribbean $ 596.9 $ 535.2 $ 482.9
C&W Panama 227.7 188.8 200.1
Liberty Networks 261.5 276.3 264.3
Liberty Puerto Rico 485.5 530.8 577.4
Liberty Costa Rica 203.1 134.7 80.2
VTR — 115.6 259.6
Corporate ( 73.1 ) ( 71.5 ) ( 52.9 )
Total $ 1,701.6 $ 1,709.9 $ 1,811.6
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The following table provides a reconciliation of total Adjusted OIBDA to operating income and to loss before income taxes:
Year ended December 31,
2023 2022 2021
in millions
Total Adjusted OIBDA $ 1,701.6 $ 1,709.9 $ 1,811.6
Share-based compensation expense ( 88.7 ) ( 93.5 ) ( 118.1 )
Depreciation and amortization ( 1,008.3 ) ( 910.7 ) ( 964.7 )
Impairment, restructuring and other operating items, net ( 86.9 ) ( 619.2 ) ( 665.0 )
Operating income 517.7 86.5 63.8
Interest expense ( 601.7 ) ( 556.7 ) ( 527.4 )
Realized and unrealized gains (losses) on derivative instruments, net ( 34.2 ) 359.4 564.1
Foreign currency transaction gains (losses), net 70.3 ( 194.3 ) ( 319.6 )
Gains (losses) on debt extinguishments, net ( 3.9 ) 41.1 ( 57.2 )
Gain on disposal of the Chile JV Entities — 169.4 —
Other expense, net ( 10.6 ) ( 28.4 ) ( 41.7 )
Loss before income taxes $ ( 62.4 ) $ ( 123.0 ) $ ( 318.0 )
Property and Equipment Additions of our Reportable Segments
The property and equipment additions of our reportable segments and corporate operations (including capital additions financed under vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditures, net, amounts included in our consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing, see note 8.
Year ended December 31,
2023 2022 2021
in millions
C&W Caribbean $ 235.1 $ 230.7 $ 222.9
C&W Panama 117.0 98.4 88.9
Liberty Networks 47.6 40.2 45.3
Liberty Puerto Rico 219.0 233.5 219.2
Liberty Costa Rica 75.3 65.5 45.0
VTR — 107.3 199.1
Corporate 36.9 40.7 35.5
Total property and equipment additions 730.9 816.3 855.9
Assets acquired under capital-related vendor financing arrangements ( 143.8 ) ( 161.1 ) ( 100.5 )
Changes in current liabilities related to capital expenditures and other ( 2.1 ) 4.9 ( 19.1 )
Total capital expenditures, net $ 585.0 $ 660.1 $ 736.3
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Balance Sheet Data of our Reportable Segments
We do not present the balance sheet data of our reportable segments, as this information is not a primary measure used by our CODM to evaluate segment operating performance, determine the allocation of resources to segments, or assess the effectiveness of our management for purposes of annual or other incentive compensation plans.
Revenue by Major Category
Our revenue by major category for our reportable segments is set forth in the tables below. Intercompany eliminations in the tables below reflect revenue between our reportable segments, the majority of which relates to revenue at our Liberty Networks segment from our other reportable segments. Our major revenue categories include the following:
• residential fixed subscription and residential mobile services revenue, which includes amounts received from subscribers for ongoing fixed and airtime services, respectively;
• residential fixed non-subscription revenue, which primarily includes equipment, interconnect and advertising revenue;
• B2B revenue, which comprises (i) enterprise revenue that primarily includes broadband internet, video, fixed-line telephony, mobile and managed services (including equipment installation contracts) offered to small (including small or home office), medium and large enterprises and other telecommunication operators; and (ii) wholesale revenue, which includes long-term capacity contracts with customers where the customer either pays a fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time.
Year ended December 31, 2023
C&W Caribbean C&W Panama Liberty Networks Liberty Puerto Rico Liberty Costa Rica Corporate Intersegment Eliminations Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue $ 487.5 $ 116.5 $ — $ 478.7 $ 144.3 $ — $ — $ 1,227.0
Non-subscription revenue 29.0 5.5 — 25.5 14.3 — ( 2.1 ) 72.2
Total residential fixed revenue 516.5 122.0 — 504.2 158.6 — ( 2.1 ) 1,299.2
Residential mobile revenue:
Service revenue 330.3 260.6 — 398.7 242.1 — — 1,231.7
Interconnect, inbound roaming, equipment sales and other (a) 78.8 52.0 — 250.0 80.2 22.3 — 483.3
Total residential mobile revenue 409.1 312.6 — 648.7 322.3 22.3 — 1,715.0
Total residential revenue 925.6 434.6 — 1,152.9 480.9 22.3 ( 2.1 ) 3,014.2
B2B revenue (b) 511.4 308.0 453.3 224.3 67.0 1.2 ( 108.8 ) 1,456.4
Other revenue — — — 40.5 — — — 40.5
Total $ 1,437.0 $ 742.6 $ 453.3 $ 1,417.7 $ 547.9 $ 23.5 $ ( 110.9 ) $ 4,511.1
(a) The total amount includes $ 259 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(b) The total amount includes $ 26 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Year ended December 31, 2022
C&W Caribbean C&W Panama Liberty Networks Liberty Puerto Rico Liberty Costa Rica VTR Corporate Intersegment Eliminations Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue $ 484.3 $ 102.8 $ — $ 457.3 $ 131.5 $ 392.3 $ — $ — $ 1,568.2
Non-subscription revenue 32.6 7.3 — 22.1 5.1 8.9 — — 76.0
Total residential fixed revenue 516.9 110.1 — 479.4 136.6 401.2 — — 1,644.2
Residential mobile revenue:
Service revenue 314.5 218.6 — 441.5 195.1 25.8 — — 1,195.5
Interconnect, inbound roaming, equipment sales and other (a) 67.9 49.5 — 268.4 64.8 2.9 22.2 — 475.7
Total residential mobile revenue 382.4 268.1 — 709.9 259.9 28.7 22.2 — 1,671.2
Total residential revenue 899.3 378.2 — 1,189.3 396.5 429.9 22.2 — 3,315.4
B2B revenue (b) 537.5 264.5 450.8 220.6 44.8 20.7 — ( 99.4 ) 1,439.5
Other revenue — — — 53.7 — — — — 53.7
Total $ 1,436.8 $ 642.7 $ 450.8 $ 1,463.6 $ 441.3 $ 450.6 $ 22.2 $ ( 99.4 ) $ 4,808.6
(a) The total amount includes $ 257 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(b) The total amount includes $ 26 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Year ended December 31, 2021
C&W Caribbean C&W Panama Liberty Networks Liberty Puerto Rico Liberty Costa Rica VTR Corporate Intersegment Eliminations Total
in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue $ 473.4 $ 87.9 $ — $ 438.2 $ 134.2 $ 685.1 $ — $ — $ 1,818.8
Non-subscription revenue 34.6 9.5 — 19.3 6.1 14.9 — — 84.4
Total residential fixed revenue 508.0 97.4 — 457.5 140.3 700.0 — — 1,903.2
Residential mobile revenue:
Service revenue 300.2 176.4 — 477.3 72.7 48.0 — — 1,074.6
Interconnect, inbound roaming, equipment sales and other (a) 63.9 44.5 — 253.5 27.1 7.3 21.6 — 417.9
Total residential mobile revenue 364.1 220.9 — 730.8 99.8 55.3 21.6 — 1,492.5
Total residential revenue 872.1 318.3 — 1,188.3 240.1 755.3 21.6 — 3,395.7
B2B revenue (b) 517.8 249.8 431.9 220.4 18.4 32.2 — ( 92.4 ) 1,378.1
Other revenue — — — 37.5 — — — — 37.5
Total $ 1,389.9 $ 568.1 $ 431.9 $ 1,446.2 $ 258.5 $ 787.5 $ 21.6 $ ( 92.4 ) $ 4,811.3
(a) The total amount includes $ 219 million of revenue from sales of mobile handsets and other devices to residential mobile customers.
(b) The total amount includes $ 33 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Geographic Markets
The revenue from third-party customers for each of our geographic markets is set forth in the table below.
Year ended December 31,
2023 2022 2021
in millions
Puerto Rico $ 1,354.5 $ 1,413.0 $ 1,392.0
Panama 739.7 639.7 565.9
Costa Rica 547.1 440.8 258.2
Jamaica 405.7 428.8 402.0
Networks & Latam (a) 364.6 369.4 355.8
The Bahamas 193.4 194.7 189.9
Trinidad and Tobago 156.5 159.3 158.2
Barbados 157.6 148.0 141.6
Curacao 135.6 134.0 137.9
Chile — 450.6 787.5
Other (b) 456.4 430.3 422.3
Total $ 4,511.1 $ 4,808.6 $ 4,811.3
(a) The amounts represent enterprise revenue and wholesale revenue from various jurisdictions across Latin America and the Caribbean related to the sale and lease of telecommunications capacity on Liberty Networks’ subsea and terrestrial fiber optic cable networks.
(b) The amounts primarily relate to a number of countries in which we have less significant operations, all of which are located in the Caribbean, and to a lesser extent, in Latin America.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
The long-lived assets of our geographic markets are set forth below:
December 31,
2023 2022
in millions
Puerto Rico $ 1,114.3 $ 1,166.7
Networks & LatAm 619.4 634.3
Panama 454.8 481.3
Jamaica 368.6 372.4
The Bahamas 289.4 312.0
Costa Rica 290.7 250.7
Trinidad and Tobago 217.5 221.0
Barbados 150.1 164.6
Curacao 127.8 141.8
Other (a) 573.1 548.8
Total
$ 4,205.7 $ 4,293.6
(a) The amounts primarily include long-lived assets in a number of countries in which we have less significant operations, all of which are located in the Caribbean, and to a lesser extent, in Latin America.
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
(21) Parent Company Financial Information
December 31,
2023 2022
in millions
ASSETS
Current assets:
Cash and cash equivalents $ 27.9 $ 23.5
Other receivables – related-party 199.4 169.5
Prepaid expenses 1.0 1.3
Other current assets 0.2 0.2
Total current assets
228.5 194.5
Investments in consolidated subsidiaries
1,850.9 2,193.4
Total assets $ 2,079.4 $ 2,387.9
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Related-party liabilities $ 99.7 $ 87.6
Current portion of debt and finance lease obligations 214.7 —
Accrued liabilities and other 1.5 6.7
Total current liabilities
315.9 94.3
Long-term debt and finance lease obligations — 374.8
Total liabilities 315.9 469.1
Shareholders’ equity:
Class A, $ 0.01 par value; 500.0 million shares authorized; 52.6 million and 40.8 million shares issued and outstanding, respectively, at December 31, 2023; 51.8 million and 42.7 million shares issued and outstanding, respectively, at December 31, 2022
0.5 0.5
Class B, $ 0.01 par value; 50.0 million shares authorized; 2.2 million shares issued and outstanding at December 31, 2023 and 2.1 million shares issued and outstanding at December 31, 2022
— —
Class C, $ 0.01 par value; 500.0 million shares authorized; 189.6 million and 161.7 million shares issued and outstanding, respectively, at December 31, 2023; 187.4 million and 171.3 million shares issued and outstanding, respectively, at December 31, 2022
1.9 1.9
Treasury shares, at cost; 39.6 million and 25.3 million shares, respectively
( 361.2 ) ( 243.4 )
Additional paid-in capital 5,262.0 5,177.1
Accumulated deficit ( 2,941.7 ) ( 2,868.1 )
Accumulated other comprehensive loss, net of taxes ( 198.0 ) ( 149.2 )
Total shareholders’ equity 1,763.5 1,918.8
Total liabilities and shareholders’ equity $ 2,079.4 $ 2,387.9
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Year ended December 31,
2023 2022 2021
in millions
Operating costs and expenses:
Other operating costs and expenses $ 19.0 $ 12.4 $ 11.2
Related-party charges and other operating items, net 19.4 29.3 37.3
Operating loss ( 38.4 ) ( 41.7 ) ( 48.5 )
Non-operating income (expense):
Interest expense ( 20.2 ) ( 24.8 ) ( 23.8 )
Gains on debt extinguishments, net . 0.9 — —
Other income (expense), net 0.6 ( 9.6 ) 0.7
( 18.7 ) ( 34.4 ) ( 23.1 )
Loss before equity in losses of consolidated subsidiaries ( 57.1 ) ( 76.1 ) ( 71.6 )
Equity in losses of consolidated subsidiaries, net ( 16.5 ) ( 94.6 ) ( 369.0 )
Net loss $ ( 73.6 ) $ ( 170.7 ) $ ( 440.6 )
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Liberty Latin America Ltd.
Notes to Consolidated Financial Statements – (Continued)
December 31, 2023, 2022 and 2021
Year ended December 31,
2023 2022 2021
in millions
Cash flows from operating activities:
Net loss $ ( 73.6 ) $ ( 170.7 ) $ ( 440.6 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in losses of consolidated subsidiaries, net 16.5 94.6 369.0
Share-based compensation expense 10.7 3.9 2.3
Gains on debt extinguishments, net ( 0.9 ) — —
Amortization of debt financing costs 13.9 16.8 15.7
Changes in operating assets and liabilities 53.1 92.3 124.6
Net cash provided by operating activities 19.7 36.9 71.0
Cash flows from investing activities:
Distribution and repayments from (investments in) consolidated subsidiaries, net 277.3 53.5 ( 128.7 )
Net cash provided (used) by investing activities 277.3 53.5 ( 128.7 )
Cash flows from financing activities:
Borrowings of related-party debt — 30.0 —
Repurchase of Liberty Latin America common shares ( 118.3 ) ( 170.4 ) ( 63.0 )
Payments of principal amounts of debt and finance lease obligations ( 173.0 ) — —
Other financing activities, net ( 1.3 ) 0.9 —
Net cash used by financing activities ( 292.6 ) ( 139.5 ) ( 63.0 )
Net increase (decrease) in cash, cash equivalents and restricted cash 4.4 ( 49.1 ) ( 120.7 )
Cash, cash equivalents and restricted cash:
Beginning of year 23.5 72.6 193.3
End of year $ 27.9 $ 23.5 $ 72.6
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PART III
The following required information is incorporated by reference to our definitive proxy statement for our 2024 Annual General Meeting of Shareholders, which we intend to hold during the second quarter of 2024.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Item 11. EXECUTIVE COMPENSATION
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our independent registered public accounting firm is KPMG LLP, Denver CO
Auditor Firm ID: 185
We intend to file our definitive proxy statement for our 2024 Annual General Meeting of Shareholders with the Securities and Exchange Commission on or before April 29, 2024 .
III-1
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) FINANCIAL STATEMENTS
The financial statements required under this Item begin on page II-3 7 of this Annual Report on Form 10-K.
(a) (2) FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K.
(a) (3) EXHIBITS
Listed below are the exhibits filed as part of this Annual Report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K):
3.1 Memorandum of Association of Liberty Latin America (incorporated by reference to Exhibit 3.1 to Liberty Latin America’s Registration Statement on Form S-1 filed on November 16, 2017 (File No. 333-221608) (the S-1 Registration Statement)).
3.2 Memorandum of Increase of Share Capital of Liberty Latin America (incorporated by reference to Exhibit 3.1 to Liberty Latin America’s Current Report on Form 8-K filed on January 5, 2018 (File No. 001-38335) (the January 2018 8-K)).
3.3 Bye-laws of Liberty Latin America (incorporated by reference to Exhibit 3.2 to the January 2018 8-K).
4.1 Specimen Certificate for shares of Class A common shares, par value $.01 per share, of Liberty Latin America (incorporated by reference to Exhibit 4.1 to the S-1 Registration Statement).
4.2 Specimen Certificate for shares of Class B common shares, par value $.01 per share, of Liberty Latin America (incorporated by reference to Exhibit 4.2 to the S-1 Registration Statement).
4.3 Specimen Certificate for shares of Class C common shares, par value $.01 per share, of Liberty Latin America (incorporated by reference to Exhibit 4.3 to the S-1 Registration Statement).
4.4 Registration Rights Agreement dated October 17, 2018, by and between Liberty Latin America, SCPV LEO,L.P., SC LEO, L.P., SC AIV LEO, L.P., Searchlight/SIP Holdco SPV II (TRI), L.P. and Searchlight LEO Co-Invest Partners, LP (incorporated by reference to Exhibit 4.8 to Liberty Latin America’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on February 21, 2019 (File No. 001-38335)).
4.5 Indenture, dated June 28, 2019, between Liberty Latin America and The Bank of New York Mellon relating to Liberty Latin America’s 2.00% Convertible Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed on August 6, 2019 (File No. 001-38335) (the August 2019 10-Q)).
4.6 Indenture, dated October 25, 2019, between LCPR Senior Secured Financing Designated Activity Company, as issuer, LCPR Loan Financing LLC, as guarantor, BNY Mellon Corporate Trustee Services Limited, as trustee and The Bank of Nova Scotia, as security trustee (incorporated by reference to Exhibit 4.7 to Liberty Latin America’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 19, 2020 (File No. 001-38335) (the 2019 10-K)). #
4.7 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.8 to the 2019 10-K).
4.8 Indenture dated March 30, 2021, between LCPR Senior Secured Financing Designated Activity Company, BNY Mellon Corporate Trustee Services Limited, as Trustee, The Bank of New York Mellon, London Branch as Paying Agent, The Bank of New York Mellon, London Branch as Registrar and Transfer Agent, and The Bank of Nova Scotia as Security Trustee relating to LCPR’s 5.125% senior secured notes due 2029 (incorporated by reference to Exhibit 4.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on May 5, 2021 (File No. 001-38335) (the May 2021 10-Q )).
The Registrant undertakes to furnish to the Securities and Exchange Commission, upon request, a copy of all instruments with respect to long-term debt not filed herewith.
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10.1 Form of Amended and Restated Credit Agreement, dated as of January 24, 2020 (as amended by the 2021 Extension Amendment dated as of September 23, 2021, the Term B-6 Joinder dated as of September 23, 2021, and the 2023 Amendment dated as of May 22, 2023) and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 8, 2023 (File No. 001-38335)). #
10.2 Form of Amended and Restated Credit Agreement, dated as of March 22, 2021 (as amended by the 2023 Amendment dated as of May 22, 2023) and entered into between, among others, Liberty Communications of Puerto Rico LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 8, 2023 (File No. 001-38335)). #
10.3
Form of Amended and Restated Credit Agreement, dated as of March 25, 2021 (as amended by the 2023 Amendment dated as of May 22, 2023) and entered into between, among others, LCPR Loan Financing LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.3 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed on August 8, 2023 (File No. 001-38335)). #
10.4 Tax Sharing Agreement, dated as of December 29, 2017, between Liberty Global and Liberty Latin America (incorporated by reference to Exhibit 10.1 to the January 2018 8-K).
10.5 Sublease Agreement, dated as of December 29, 2017, between Liberty Global, Inc. and LiLAC Communications Inc. (incorporated by reference to Exhibit 10.3 to the January 2018 8-K).
10.6 Facilities Sharing Agreement, dated as of December 29, 2017, between Liberty Global, Inc. and LiLAC Communications Inc. (incorporated by reference to Exhibit 10.4 to the January 2018 8-K).
10.7 Form of Indemnification Agreement by and between Liberty Latin America and its executive officers/directors (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to Liberty Latin America’s Registration Statement on Form S-1 filed on December 8, 2017 (File No. 333-221608)).
10.8 Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Appendix A to Liberty Latin America’s Definitive Proxy Statement on Schedule 14A filed on March 31, 2021 (File No. 001-38335)). +
10.9 Liberty Latin America 2018 Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 99.2 to the S-8 Registration Statement). +
10.10 Liberty Latin America Transitional Share Conversion Plan (incorporated by reference to Exhibit 99.3 to the S-8 Registration Statement). +
10.11 Form of Share Appreciation Rights Agreement under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.3 to the May 2018 10-Q). +
10.12 Deferred Compensation Plan effective May 1, 2018 (adopted effective March 23, 2018) (incorporated by reference to Exhibit 10.4 to the May 2018 10-Q). +
10.13 Form of Share Appreciation Rights Agreement between Liberty Latin America and its Chief Executive Officer under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.5 to the May 2018 10-Q). +
10.14 Personal Usage of Aircraft Policy, adopted April 1, 2018 (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 8, 2018 (File No. 001-38335) (the August 2018 10-Q)). +
10.15 Form of Aircraft Time Sharing Agreement (incorporated by reference to Exhibit 10.2 to the August 2018 10-Q ). +
10.16 Form of Restricted Share Units Agreement under the Nonemployee Director Incentive Plan (incorporated by reference to Exhibit 10.3 to the August 2018 10-Q). +
10.17 Form of Restricted Share Units Agreement under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.2 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed on August 3, 2022 (File No. 001-38335) (the August 2022 10-Q )) .+
10.18 Form of Share Appreciation Rights Agreement under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the August 2022 10-Q). +
10.19 Form of Restricted Share Units Agreement under the Liberty Latin America 2018 Incentive Plan (incorporated by reference to Exhibit 10.1 to the August 2019 10-Q). +
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Form of Employment Agreement, approved as of July 17, 2019, by and among Liberty Latin America, LiLAC Communications Inc. and certain executive officers (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed on November 5, 2019 (File No. 001-38335)). +
10.20 Employment Agreement, effective as of April 18, 2022, between Liberty Latin America Ltd. and Aamir Hussain (incorporated by reference to Exhibit 10.1 to Liberty Latin America ’ s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on May 8, 2023 (File No. 001-38335)) . +
10.21 Form of Share Appreciation Rights Agreement with CEO under the Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Exhibit 10.2 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed on May 8, 2023 (File No. 001-38335)). +
10.22 Form of Restricted Share Units Agreement with CEO under the Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by ref erence to Exhibit 10.3 to Liberty Latin America ’ s Quarterly Rep ort on Form 10-Q for the quarter end ed March 31, 2023 filed on May 8, 2023 (File No. 001-38335)) . +
10.23 Additional Facility Joinder Agreement dated January 24, 2020 and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Current Report on Form 8-K filed on January 30, 2020 (File No. 001-38335) (the January 2020 8-K)).
10.24 Liberty Latin America Ltd. Nonemployee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed on May 5, 2020 (File No. 001-38335)). +
10.25 Additional Facility Joinder Agreement dated March 25, 2021 and entered into between, among others, LCPR Loan Financing LLC, LCPR Senior Secured Financing Designated Activity Company, and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.2 to the May 2021 10-Q) .
10.26 Form of Restricted Share Units Agreement under the Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Exhibit 10.2 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed on August 4, 2021 (File No. 001-38335) (the August 2021 10-Q)). +
10.27 Form of Performance Share Appreciation Rights Agreement (Phoenix) under the Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Exhibit 10.3 to the August 2021 10-Q). +
10.28 Additional Facility Joinder Agreement, dated as of September 23, 2021, and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.30 to Liberty Latin America’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on February 23, 2022 (File No. 001-38335) (the 2021 10-K)).
10.29 Extension Amendment, dated as of September 23, 2021, and entered into between, among others, Sable International Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 10.31 to the 2021 10-K). #
10.30 Employment Agreement, effective as of July 16, 2021, between Liberty Latin America Ltd. and Rocio Lorenzo (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on May 4, 2022 (File No. 001-38335)). +
10.31 Amended and Restated Employment Agreement, made and effective as of July 28, 2022, by and among Liberty Latin America Ltd., LiLAC Communications Inc. and Balan Nair (incorporated by reference to Exhibit 10.1 to Liberty Latin America’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 filed on November 8, 2022 (File No. 001-38335) (the November 2022 10-Q)). +#
10.32 2022 Unrestricted Share Award and Performance Share Unit Agreement, made as of July 28, 2022, by and between Liberty Latin America Ltd. and Balan Nair under the Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (incorporated by reference to Exhibit 10.2 to the November 2022 10-Q). +
10.33 First Amendment to The Liberty Latin America Ltd. Director Deferred Compensation Plan. (incorp orated by reference to Exhibit 10.35 to Liberty La tin America Ltd. ’ s Annual Report on Form 10-K for the year ended December 31, 202 2 filed on Fe bruary 22, 2023 (File No. 001-38335)) . +
21 List of Subsidiaries.*
23.1 Consent of KPMG LLP (U.S.).*
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31.1 Certification of President and Chief Executive Officer.*
31.2 Certification of Senior Vice President and Chief Financial Officer (Principal Financial Officer).*
32 Section 1350 Certifications.**
97 Liberty Latin America Policy for the Recovery of Erroneously Awarded Compensation. +*
101.SCH XBRL Inline Taxonomy Extension Schema Document.*
101.CAL XBRL Inline Taxonomy Extension Calculation Linkbase Document.*
101.DEF XBRL Inline Taxonomy Extension Definition Linkbase.*
101.LAB XBRL Inline Taxonomy Extension Label Linkbase Document.*
101.PRE XBRL Inline Taxonomy Extension Presentation Linkbase Document.*
104 Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Liberty Latin America hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.
+ This document has been identified as a management contract or compensatory plan or arrangement.
Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIBERTY LATIN AMERICA LTD.
Dated: February 22, 2024 /s/ JOHN M. WINTER
John M. Winter
Senior Vice President, Chief Legal Officer and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
/s/ MICHAEL T. FRIES Executive Chairman of the Board February 22, 2024
Michael T. Fries
/s/ BALAN NAIR President, Chief Executive Officer and Director February 22, 2024
Balan Nair (Principal Executive Officer)
/s/ ALFONSO DE ANGOITIA NORIEGA Director February 22, 2024
Alfonso de Angoitia Noriega
/s/ CHARLES H.R. BRACKEN Director February 22, 2024
Charles H.R. Bracken
/s/ MIRANDA CURTIS Director February 22, 2024
Miranda Curtis
/s/ PAUL A. GOULD Director February 22, 2024
Paul A. Gould
/s/ ROBERTA S. JACOBSON Director February 22, 2024
Roberta S. Jacobson
/s/ BRENDAN PADDICK Director February 22, 2024
Brendan Paddick
/s/ DANIEL SANCHEZ Director February 22, 2024
Daniel Sanchez
/s/ ERIC L. ZINTERHOFER Director February 22, 2024
Eric L. Zinterhofer
/s/ CHRISTOPHER NOYES Senior Vice President and Chief Financial Officer February 22, 2024
Christopher Noyes (Principal Financial Officer)
/s/ BRIAN ZOOK Chief Accounting Officer February 22, 2024
Brian Zook (Principal Accounting Officer)
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