Liberty Latin America Ltd. (Form: 10-Q, Received: 11/07/2018 16:59:25)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2018



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 001-38335

Liberty Latin America Ltd.

(Exact name of Registrant as specified in its charter)



Bermuda		98-1386359
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 Church Street, Hamilton		HM 11
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (441) 295-5950 or (303) 925-6000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Check one:



Large Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer þ
Smaller Reporting Company ¨	Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The number of outstanding common shares of Liberty Latin America Ltd. as of October 31, 2018 was: 48,482,353 Class A; 1,936,034 Class B; and 130,485,270 Class C.

LIBERTY LATIN AMERICA LTD.

TABLE OF CONTENTS



		Page Number
	PART I - FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS
	Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited)	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)	4
	Condensed Consolidated Statement of Equity for the Nine Months Ended September 30, 2018 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	41
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	67
Item 4.	CONTROLS AND PROCEDURES	69
	PART II - OTHER INFORMATION
Item 6.	EXHIBITS	70

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)



	September 30, 2018		December 31, 2017
	September 30, 2018		December 31, 2017
	in millions
ASSETS
Current assets:
Cash and cash equivalents	$	525.1	$	529.9
Trade receivables, net of allowances of $144.3 million and $142.2 million, respectively	571.5		556.5
Restricted cash	261.8		38.3
Prepaid expenses	81.3		65.5
Other current assets	261.7		184.6
Total current assets	1,701.4		1,374.8

Goodwill	5,544.9		5,673.6
Property and equipment, net	4,182.6		4,169.2
Intangible assets subject to amortization, net	1,145.8		1,316.2
Intangible assets not subject to amortization	563.8		565.4
Other assets, net	812.9		517.7
Total assets	$	13,951.4	$	13,616.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS – (Continued)

(unaudited)



	September 30, 2018			December 31, 2017
	September 30, 2018			December 31, 2017
	in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	276.7		$	286.8
Deferred revenue	165.3			143.4
Current portion of debt and capital lease obligations	381.7			263.3
Accrued capital expenditures	71.2			128.6
Accrued interest	74.6			115.6
Accrued income taxes	69.6			91.5
Other accrued and current liabilities	753.4			557.7
Total current liabilities	1,792.5			1,586.9
Long-term debt and capital lease obligations	6,248.1			6,108.2
Deferred tax liabilities	570.5			533.4
Other long-term liabilities	855.0			697.8
Total liabilities	9,466.1			8,926.3

Commitments and contingencies

Equity:
Liberty Latin America shareholders:
Class A, $0.01 par value; 500,000,000 shares authorized; 48,480,869 and 48,428,841 shares issued and outstanding, respectively	0.5			0.5
Class B, $0.01 par value; 50,000,000 shares authorized; 1,936,034 and 1,940,193 shares issued and outstanding, respectively	—			—
Class C, $0.01 par value; 500,000,000 shares authorized; 120,972,443 and 120,843,539 shares issued and outstanding, respectively	1.2			1.2
Undesignated preference shares, $0.01 par value; 50,000,000 shares authorized; nil shares issued and outstanding at each period	—			—
Additional paid-in capital	4,413.6			4,402.8
Accumulated deficit	(1,134.0		)	(1,010.7		)
Accumulated other comprehensive loss, net of taxes	(154.4		)	(64.2		)
Total Liberty Latin America shareholders	3,126.9			3,329.6
Noncontrolling interests	1,358.4			1,361.0
Total equity	4,485.3			4,690.6
Total liabilities and equity	$	13,951.4		$	13,616.9

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions, except per share amounts

Revenue	$	925.2		$	908.1		$	2,757.2		$	2,739.9
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services	218.3			213.5			652.5			659.9
Other operating	157.6			168.9			484.9			502.3
Selling, general and administrative (SG&A)	196.9			176.8			588.4			528.0
Depreciation and amortization	204.8			199.7			614.7			586.5
Impairment, restructuring and other operating items, net	8.8			354.9			55.4			378.7
	786.4			1,113.8			2,395.9			2,655.4
Operating income (loss)	138.8			(205.7		)	361.3			84.5
Non-operating income (expense):
Interest expense	(110.2		)	(99.3		)	(322.1		)	(289.8		)
Realized and unrealized gains (losses) on derivative instruments, net	8.9			(78.6		)	82.5			(115.1		)
Foreign currency transaction gains (losses), net	(16.4		)	43.5			(121.1		)	41.2
Losses on debt modification and extinguishment	—			(25.8		)	(13.0		)	(53.6		)
Other income (expense), net	(12.0		)	4.4			(1.9		)	13.4
	(129.7		)	(155.8		)	(375.6		)	(403.9		)
Earnings (loss) before income taxes	9.1			(361.5		)	(14.3		)	(319.4		)
Income tax benefit (expense)	(27.9		)	5.8			(86.3		)	(38.4		)
Net loss	(18.8		)	(355.7		)	(100.6		)	(357.8		)
Net loss (earnings) attributable to noncontrolling interests	(6.7		)	12.4			(11.6		)	(19.5		)
Net loss attributable to Liberty Latin America shareholders	$	(25.5	)	$	(343.3	)	$	(112.2	)	$	(377.3	)

Basic and diluted net loss per share attributable to Liberty Latin America shareholders	$	(0.15	)	$	(2.00	)	$	(0.65	)	$	(2.19	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

Net loss	$	(18.8	)	$	(355.7	)	$	(100.6	)	$	(357.8	)
Other comprehensive loss, net of taxes:
Foreign currency translation adjustments	(66.6		)	(34.2		)	(110.4		)	(86.4		)
Reclassification adjustments included in net loss	(0.1		)	1.3			2.6			2.8
Pension-related adjustments and other, net	(0.4		)	(3.2		)	8.0			(2.6		)
Other comprehensive loss	(67.1		)	(36.1		)	(99.8		)	(86.2		)
Comprehensive loss	(85.9		)	(391.8		)	(200.4		)	(444.0		)
Comprehensive loss (earnings) attributable to noncontrolling interests	(6.2		)	12.4			(9.2		)	(18.9		)
Comprehensive loss attributable to Liberty Latin America shareholders	$	(92.1	)	$	(379.4	)	$	(209.6	)	$	(462.9	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(unaudited)



	Liberty Latin America shareholders																		Non-controlling interests			Total equity
	Common shares						Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive loss, net of taxes			Total Liberty Latin America shareholders
	Class A		Class B		Class C		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive loss, net of taxes			Total Liberty Latin America shareholders
	in millions

Balance at January 1, 2018, before effect of accounting change	$	0.5	$	—	$	1.2	$	4,402.8		$	(1,010.7	)	$	(64.2	)	$	3,329.6		$	1,361.0		$	4,690.6
Accounting change (note 2)	—		—		—		—			(11.1		)	—			(11.1		)	3.6			(7.5		)
Balance at January 1, 2018, as adjusted for accounting change	0.5		—		1.2		4,402.8			(1,021.8		)	(64.2		)	3,318.5			1,364.6			4,683.1
Net loss	—		—		—		—			(112.2		)	—			(112.2		)	11.6			(100.6		)
Other comprehensive loss	—		—		—		—			—			(97.4		)	(97.4		)	(2.4		)	(99.8		)
C&W Jamaica NCI Acquisition	—		—		—		(13.7		)	—			7.2			(6.5		)	(15.1		)	(21.6		)
Capital contributions from noncontrolling interest owner	—		—		—		—			—			—			—			18.0			18.0
Distributions to noncontrolling interest owners	—		—		—		—			—			—			—			(19.8		)	(19.8		)
Shared-based compensation	—		—		—		23.0			—			—			23.0			1.5			24.5
Other	—		—		—		1.5			—			—			1.5			—			1.5
Balance at September 30, 2018	$	0.5	$	—	$	1.2	$	4,413.6		$	(1,134.0	)	$	(154.4	)	$	3,126.9		$	1,358.4		$	4,485.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

LIBERTY LATIN AMERICA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



	Nine months ended September 30,
	2018			2017
	in millions
Cash flows from operating activities:
Net loss	$	(100.6	)	$	(357.8	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Share-based compensation expense	26.8			11.9
Depreciation and amortization	614.7			586.5
Impairment, restructuring and other operating items, net	55.4			378.7
Amortization of debt financing costs, premiums and discounts, net	(1.9		)	(12.1		)
Realized and unrealized losses (gains) on derivative instruments, net	(82.5		)	115.1
Foreign currency transaction losses (gains), net	121.1			(41.2		)
Losses on debt modification and extinguishment	13.0			53.6
Unrealized loss due to change in fair value of an investment	16.4			—
Deferred income tax benefit	(22.6		)	(90.9		)
Changes in operating assets and liabilities, net of the effect of an acquisition	(31.1		)	(251.5		)
Net cash provided by operating activities	608.7			392.3

Cash flows from investing activities:
Capital expenditures	(593.0		)	(447.5		)
Other investing activities, net	1.5			(6.6		)
Net cash used by investing activities	(591.5		)	(454.1		)

Cash flows from financing activities:
Borrowings of debt	553.3			1,674.0
Repayments of debt and capital lease obligations	(315.8		)	(1,403.5		)
Payment of financing costs and debt premiums	(9.8		)	(104.2		)
Distributions to noncontrolling interest owners	(19.8		)	(33.3		)
Capital contributions from noncontrolling interest owner	18.0			—
Cash payments related to NCI Acquisitions	(19.7		)	(30.3		)
Distributions to Liberty Global	—			(54.3		)
Other financing activities, net	10.9			(0.4		)
Net cash provided by financing activities	217.1			48.0

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(15.6		)	2.3

Net increase (decrease) in cash, cash equivalents and restricted cash	218.7			(11.5		)

Cash, cash equivalents and restricted cash:
Beginning of period	568.2			580.8
End of period	$	786.9		$	569.3

Cash paid for interest	$	347.7		$	353.0
Net cash paid for taxes	$	112.4		$	86.4

The accompanying notes are an integral part of these condensed consolidated financial statements.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements

September 30, 2018

(unaudited)


(1)	Basis of Presentation

General

Liberty Latin America Ltd. (Liberty Latin America) is a registered company in Bermuda that primarily includes (i) Cable & Wireless Communications Limited and its subsidiaries (C&W), (ii) VTR Finance B.V. (VTR Finance) and its subsidiaries, which includes VTR.com SpA (VTR), and (iii) LiLAC Communications Inc. and its subsidiaries, which includes Liberty Cablevision of Puerto Rico LLC (Liberty Puerto Rico), an entity in which Liberty Latin America owns a 60.0% interest. As further described in note 18, in October 2018, we acquired the remaining 40.0% interest in Liberty Puerto Rico that we did not already own. C&W owns less than 100% of certain of its consolidated subsidiaries, including Cable & Wireless Panama, S.A. (C&W Panama) (a 49.0%-owned entity that owns most of our operations in Panama), The Bahamas Telecommunications Company Limited (a 49.0%-owned entity that owns all of our operations in the Bahamas) and Cable & Wireless Jamaica Limited (C&W Jamaica) (a 92.3%-owned entity that owns the majority of our operations in Jamaica).

Effective October 1, 2018, we acquired Televisora de Costa Rica S.A.’s (Televisora) cable operations in Costa Rica, as further described in note 4.

We are an international provider of video, broadband internet, fixed-line telephony and mobile services. We provide residential and business-to-business (B2B) services in (i) 18 countries, primarily in Latin America and the Caribbean, through C&W, (ii) Chile through VTR and (iii) Puerto Rico through Liberty Puerto Rico. C&W also provides (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its sub-sea and terrestrial fiber optic cable networks that connect over 40 markets in those regions.

These condensed consolidated financial statements include the historical financial information of (i) Liberty Latin America and its consolidated subsidiaries for the period following the Split-Off, as defined below, and (ii) certain former subsidiaries of Liberty Global plc (Liberty Global) for periods prior to the Split-Off. Although Liberty Latin America was reported on a combined basis prior to the Split-Off, these financial statements present all prior periods as consolidated. In these notes, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Latin America or collectively to Liberty Latin America and its subsidiaries. Unless otherwise indicated, ownership percentages and convenience translations into United States (U.S.) dollars are calculated as of September 30, 2018.

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and with the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information required by U.S. GAAP or Securities and Exchange Commission rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our 2017 Annual Report on Form 10-K (the 2017 Form 10-K).

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, allowances for uncollectible accounts, 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.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Split-off of Liberty Latin America from Liberty Global

On December 29, 2017, Liberty Global completed the split-off (the Split-Off) of our company, which at such time was one of Liberty Global's wholly-owned subsidiaries. In the Split-Off, 48,428,841 Class A common shares, 1,940,193 Class B common shares and 120,843,539 Class C common shares of Liberty Latin America (collectively, Liberty Latin America Shares) were issued. As a result of the Split-Off, Liberty Latin America became an independent, publicly traded company, and its assets and liabilities as of the time of the Split-Off consisted of the businesses, assets and liabilities that were formerly attributed to Liberty Global’s “LiLAC Group.” The Split-Off was accounted for at historical cost due to the pro rata distribution of Liberty Latin America Shares to holders of Liberty Global’s LiLAC Shares, as defined below.

Several agreements were entered into in connection with the Split-Off (the Split-Off Agreements) between Liberty Latin America, Liberty Global and/or certain of their respective subsidiaries, including the Tax Sharing Agreement, the Reorganization Agreement, the Services Agreement, the Sublease Agreement and the Facilities Sharing Agreement, each as defined and described in note 12.

LiLAC Transaction

On July 1, 2015, Liberty Global completed the “LiLAC Transaction,” pursuant to which each holder of Class A, Class B and Class C Liberty Global ordinary shares (Liberty Global Shares) received one share of the corresponding class of Liberty Global’s LiLAC ordinary shares (LiLAC Shares) for each 20 Liberty Global Shares held as of the record date for such distribution.


(2)	Accounting Changes and Recent Accounting Pronouncements

Accounting Changes

ASU 2014-09

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We adopted ASU 2014-09 effective January 1, 2018 by recording the cumulative effect to the opening balance of our accumulated deficit. We applied the new standard to contracts that were not complete as of January 1, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The most significant impacts of ASU 2014-09 on our revenue recognition policies relate to our accounting for (i) long-term capacity contracts, (ii) subsidized handset plans and (iii) certain installation and other upfront fees, each as set forth below:

•

We enter into certain long-term capacity contracts with customers where the customer pays the transaction consideration at inception of the contract. Under previous accounting standards, we did not impute interest for advance payments from customers related to services that are provided over time. Under ASU 2014-09, payment received from a customer significantly in advance of the provision of services is indicative of a financing component within the contract. If the financing component is significant, interest expense is accreted over the life of the contract with a corresponding increase to revenue.

•

ASU 2014-09 requires the identification of deliverables in contracts with customers that qualify as performance obligations. The transaction price consideration from customers is allocated to each performance obligation under the contract on the basis of relative standalone selling price. Under previous accounting standards, when we offered discounted equipment, such as handsets under a subsidized contract, upfront revenue recognition was limited to the upfront cash collected from the customer as the remaining monthly fees to be received from the customer, including fees associated with the equipment, were contingent upon delivering future airtime. This limitation is not applied under ASU 2014-09. The primary impact on revenue reporting is that when we sell discounted equipment together with airtime services to customers, revenue allocated to equipment and recognized when control of the device passes to the customer will increase and revenue recognized as services are delivered will decrease.


•	When we enter into contracts to provide services to our customers, we often charge installation or other upfront fees. Under previous accounting standards, installation fees related to services provided over our fixed networks were recognized as

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

revenue during the period in which the installation occurred to the extent those fees were equal to or less than direct selling costs. Under ASU 2014-09, these fees are generally deferred and recognized as revenue over the contractual period for those contracts with substantive termination penalties, or for the period of time the upfront fees convey a material right for month-to-month contracts and contracts that do not include substantive termination penalties.

ASU 2014-09 also impacted our accounting for certain upfront costs directly associated with obtaining and fulfilling customer contracts. Under our previous policy, these costs were expensed as incurred unless the costs were in the scope of other accounting standards that allowed for capitalization. Under ASU 2014-09, the upfront costs associated with contracts that have substantive termination penalties and a term of longer than one year are recognized as assets and amortized to other operating expenses over the applicable period benefited.

We implemented internal controls to ensure we adequately evaluated our contracts and properly assessed the impact of ASU 2014-09 on our condensed consolidated financial statements. We do not believe such new controls represent significant changes to our internal control over financial reporting.

For information regarding changes to our accounting policies following the adoption of ASU 2014-09 and our contract assets and deferred revenue balances, see note 3.

The cumulative effect of the changes made to our condensed consolidated balance sheet as of January 1, 2018 is as follows:



	Balance at December 31, 2017			Cumulative catch up adjustments upon adoption			Balance at January 1, 2018
	in millions
Assets:
Other current assets	$	184.6		$	15.8		$	200.4
Other assets, net	$	517.7		$	15.6		$	533.3

Liabilities:
Deferred revenue	$	143.4		$	13.3		$	156.7
Other long-term liabilities	$	697.8		$	25.6		$	723.4

Equity:
Accumulated deficit	$	(1,010.7	)	$	(11.1	)	$	(1,021.8	)
Noncontrolling interests	$	1,361.0		$	3.6		$	1,364.6

The impact of our adoption of ASU 2014-09 to our condensed consolidated statement of operations for the three months ended September 30, 2018 is as follows:



	Before adoption of ASU 2014-09		Impact of ASU 2014-09 Increase (decrease)			As reported
	in millions

Revenue	$	922.2	$	3.0		$	925.2

Operating costs and expenses – selling, general and administrative	$	196.9	$	—		$	196.9

Non-operating expense – interest expense	$	105.3	$	4.9		$	110.2

Income tax expense	$	28.2	$	(0.3	)	$	27.9

Net loss	$	17.2	$	1.6		$	18.8

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

The impact of our adoption of ASU 2014-09 to our condensed consolidated statement of operations for the nine months ended September 30, 2018 is as follows:



	Before adoption of ASU 2014-09		Impact of ASU 2014-09 Increase (decrease)			As reported
	in millions

Revenue	$	2,751.3	$	5.9		$	2,757.2

Operating costs and expenses – selling, general and administrative	$	588.8	$	(0.4	)	$	588.4

Non-operating expense – interest expense	$	307.8	$	14.3		$	322.1

Income tax expense	$	87.5	$	(1.2	)	$	86.3

Net loss	$	93.8	$	6.8		$	100.6

ASU 2016-18

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows-Restricted Cash (ASU 2016-18), which addresses the presentation of restricted cash in the statement of cash flows. This ASU requires that the statement of cash flows explain the change in the beginning-of-period and end-of-period totals of cash, cash equivalents and restricted cash balances. We adopted ASU 2016-18 on January 1, 2018, which resulted in an increase (decrease) to our operating, investing and financing cash flows of ($1 million), nil, and $11 million, respectively, during the nine months ended September 30, 2017. At September 30, 2018 and December 31, 2017, the balance of our restricted cash was $262 million and $38 million, respectively.

ASU 2017-07

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits—Improving the Presentation of the Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07), which includes changes to the presentation of periodic benefit cost components. Under ASU 2017-07, we continue to present the service component of our net benefit cost as a component of operating income (loss) but present the other components of our net benefit cost computation, which can include credits, within non-operating income (expense) in our consolidated statements of operations. We adopted ASU 2017-07 on January 1, 2018. The change in presentation to our condensed consolidated statements of operations from ASU 2017-07 was applied on a retrospective basis. As a result of the adoption of ASU 2017-07, we have presented pension-related credits in other income (expense), net, in our condensed consolidated statements of operations that aggregated $3 million and $5 million during the three months ended September 30, 2018 and 2017, respectively, and $10 million and $11 million during the nine months ended September 30, 2018 and 2017, respectively.

ASU 2018-13

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). ASU 2018-13 modifies certain disclosure requirements on fair value measurements, including (i) clarifying narrative disclosure regarding measurement uncertainty from the use of unobservable inputs, if those inputs reasonably could have been different as of the reporting date, (ii) adding certain quantitative disclosures, including (a) changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (b) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and (iii) removing certain fair value measurement disclosure requirements, including (a) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (b) the policy for timing of transfers between levels of the fair value hierarchy and (c) the valuation processes for Level 3 fair value measurements. The amendments in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We are permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. As of September 30, 2018, we have removed certain fair value measurement disclosures from our condensed consolidated financial statements as permitted by ASU 2018-13. Although we are

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

currently evaluating the effect the remaining disclosure requirements of ASU 2018-13 will have on our consolidated financial statements, we do not expect the impact to have a material effect.

Recent Accounting Pronouncements

ASU 2016-02

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02), which, for most leases, will result in lessees recognizing right-of-use assets and lease liabilities on the balance sheet and additional disclosures. ASU 2016-02, as amended by ASU No. 2018-11, Targeted Improvements, requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using one of two modified retrospective approaches. A number of optional practical expedients may be applied in transition. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We will adopt ASU 2016-02 on January 1, 2019 by recording the cumulative effect of adoption to our accumulated deficit.

Although we are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements, the main impact of the adoption of this standard will be the recognition of right-of-use assets and lease liabilities in our consolidated balance sheet for those leases classified as operating leases under current U.S. GAAP. We do not intend to recognize right-of-use assets or lease liabilities for leases with a term of 12 months or less, as permitted by the short-term lease practical expedient in the standard. In transition, we plan to apply the practical expedients that permit us not to reassess (i) whether expired or existing contracts contain a lease under the new standard, (ii) the lease classification for expired or existing leases, (iii) whether previously-capitalized initial direct costs would qualify for capitalization under the new standard and (iv) whether existing or expired land easements that were not previously accounted for as leases are or contain a lease. We also plan to apply the practical expedient that permits us to account for customer service 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. In addition, we do not intend to use hindsight during transition.

For a summary of our undiscounted future minimum lease payments under non-cancellable operating leases as of September 30, 2018, see note 16. We currently do not expect ASU 2016-02 to have a significant impact on our consolidated statements of operations or cash flows.

ASU 2018-14

In August 2018, the FASB issued ASU No. 2018-14, Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans (ASU 2018-14), which removes and modifies certain existing disclosure requirements and adds new disclosure requirements related to employer sponsored defined benefit pension or other postretirement plans. ASU 2018-14 is effective for annual reporting periods after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect that ASU 2018-14 will have on our disclosures.

ASU 2018-15

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software—Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). ASU 2018-15 provides additional guidance on ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use Software—Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which was issued to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance (i) provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense, (ii) requires an entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement and (iii) clarifies the presentation requirements for reporting such costs in the entity’s financial statements. ASU 2018-15 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. ASU 2018-15 should be applied either retrospectively or

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the method and date of adoption, as well as the effect that ASU 2018-15 will have on our consolidated financial statements and related disclosures.

(3) Summary of Changes in Significant Accounting Policies

The following accounting policies reflect updates to our Summary of Significant Accounting Policies included in our 2017 Form 10-K as a result of the adoption of ASU 2014-09. For additional information regarding the adoption of ASU 2014-09, see note 2.

Contract Assets

When we transfer goods or services to a customer but do not have an unconditional right to payment, we record a contract asset. Contract assets are reclassified to trade receivables, net in our consolidated balance sheet at the point in time we have the unconditional right to payment. Our contract assets were $10 million and $13 million as of September 30, 2018 and January 1, 2018, respectively. The change in our contract assets during the nine months ended September 30, 2018 was not material. The current and long-term portion of contract assets are included in other current assets and other assets, net, respectively, in our condensed consolidated balance sheet.

Deferred Contract Costs

Incremental costs to obtain a contract with a customer, such as incremental sales commissions, are recognized as an asset and amortized to SG&A expenses over the applicable period benefited, which is the longer of the contract life or the economic life of the commission. If, however, the amortization period is one year or less, we expense such costs in the period incurred. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained are recognized as an expense when incurred. Our deferred contract costs were $9 million as of both September 30, 2018 and January 1, 2018. The change in our deferred contract costs during the nine months ended September 30, 2018 was not material. The current and long-term portion of deferred contract costs are included in other current assets and other assets, net, respectively, in our condensed consolidated balance sheet.

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 September 30, 2018 and December 31, 2017 was $400 million and $397 million, respectively. Long-term deferred revenue is included in other long-term liabilities in our condensed consolidated balance sheets. We recorded an aggregate of $19 million of current and long-term deferred revenue on January 1, 2018 upon the adoption of ASU 2014-09. The remaining change in the current portion and long-term deferred revenue balances during the nine months ended September 30, 2018 was not material.

Revenue Recognition

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.

Subscription 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 subscription 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 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.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Mobile Revenue – Airtime Services. We recognize revenue from mobile services in the period the related services are provided. Payments received from prepay customers are recorded as deferred revenue prior to the commencement of services and are recognized as revenue as the services are rendered or usage rights expire.

Mobile Revenue – Handset Revenue. Arrangement consideration allocated to handsets is recognized as revenue when the goods have been transferred to the customer.

B2B Revenue – Installation Revenue. 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.

Sub-sea Network Revenue – Long-term Capacity Contracts. We enter into certain long-term capacity contracts with customers where the customer either pays a fixed fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time. We assess whether prepaid capacity contracts contain a significant financing component. If the financing component is significant, interest expense is accreted over the life of the contract using the effective interest method. The revenue associated with prepaid capacity contracts is deferred and recognized on a straight-line basis over the life of the contract.

Government Funding Revenue. During 2018, we received funds from the U.S. Federal Communications Commission (the FCC), which were granted to help restore and improve coverage and service quality from damages caused by Hurricanes Irma and Maria. The recognition of these funds is not within the scope of ASU 2014-09 as the FCC does not meet the definition of a customer. We recognized the funds granted from the FCC as other revenue in the period in which we were entitled to receive the funds. For additional information regarding funding received during the third quarter of 2018, see note 17.


(4)	Acquisitions

2018 Acquisition

Cabletica. On February 12, 2018, we entered into a definitive agreement to acquire certain net assets related to Televisora’s cable operations in Costa Rica (“Cabletica”) based on an enterprise value of $252 million, subject to certain customary adjustments. As part of the agreement, the owners of Televisora agreed to retain a 20% ownership interest in Cabletica. On October 1, 2018, we completed the acquisition of our 80% interest (the Cabletica Acquisition) for an effective purchase price of $226 million, after working capital adjustments and deducting the value of Televisora’s retained equity interest. The Cabletica Acquisition was financed through a combination of debt and existing cash. We will account for the Cabletica Acquisition as a business combination using the acquisition method of accounting.

2017 Acquisition

Carve-out Entities. On May 16, 2016, Liberty Global acquired C&W (the C&W Acquisition), which was contributed to our company as part of the Split-Off. In connection with the C&W Acquisition and C&W’s acquisition of Columbus International Inc. and its subsidiaries in 2015 (the Columbus Acquisition), certain entities (the Carve-out Entities) that hold licenses granted by the FCC were transferred to entities not controlled by C&W (collectively, New Cayman). The arrangements with respect to the Carve-out Entities, which were executed in connection with the Columbus Acquisition and the C&W Acquisition, contemplated that upon receipt of regulatory approval, we would acquire the Carve-out Entities. On March 8, 2017, the FCC granted its approval for Liberty Global’s acquisition of the Carve-out Entities. Accordingly, on April 1, 2017, subsidiaries of C&W acquired the Carve-out Entities (the C&W Carve-out Acquisition) for an aggregate purchase price of $86 million, which represents the amount due under notes receivable that were exchanged for the equity of the Carve-out Entities.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)


(5)	Derivative Instruments

In general, we seek to enter into derivative instruments to protect against (i) increases in the interest rates on our variable-rate debt and (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure with respect to the U.S. dollar ($), the British pound sterling (£), the Chilean peso (CLP), the Jamaican dollar (JMD), the Costa Rican colon (CRC) and the Colombian peso (COP). With the exception of certain foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments in our condensed consolidated statements of operations.

The following table provides details of the fair values of our derivative instrument assets and liabilities:



	September 30, 2018						December 31, 2017
	Current (a)		Long-term (a)		Total		Current (a)		Long-term (a)		Total
	in millions
Assets:
Cross-currency and interest rate derivative contracts (b)	$	18.2	$	155.2	$	173.4	$	2.9	$	38.4	$	41.3
Foreign currency forward contracts	7.0		—		7.0		—		—		—
Total	$	25.2	$	155.2	$	180.4	$	2.9	$	38.4	$	41.3

Liabilities:
Cross-currency and interest rate derivative contracts (b)	$	72.4	$	59.1	$	131.5	$	29.4	$	51.9	$	81.3
Foreign currency forward contracts	1.2		—		1.2		12.8		—		12.8
Total	$	73.6	$	59.1	$	132.7	$	42.2	$	51.9	$	94.1


(a)	Our current derivative assets, current derivative liabilities, long-term derivative assets and long-term derivative liabilities are included in other current assets, other accrued and current liabilities, other assets, net, and other long-term liabilities, respectively, in our condensed consolidated balance sheets.

(b)

We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 9). The changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net gains (losses) of ($1 million) and $4 million during the three months ended September 30, 2018 and 2017, respectively, and ($22 million) and $9 million during the nine months ended September 30, 2018 and 2017, respectively. These amounts are included in realized and unrealized gains (losses) on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 6.

The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:



	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
	in millions

Cross-currency and interest rate derivative contracts	$	8.4	$	(70.5	)	$	63.7	$	(107.8	)
Foreign currency forward contracts	0.5		(8.1		)	18.8		(7.3		)
Total	$	8.9	$	(78.6	)	$	82.5	$	(115.1	)

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

The following table sets forth the classification of the net cash inflows (outflows) of our derivative instruments:



	Nine months ended September 30,
	2018			2017
	in millions

Operating activities	$	(16.4	)	$	(23.7	)
Investing activities	(3.0		)	(2.6		)
Financing activities	10.8			—
Total	$	(8.6	)	$	(26.3	)

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 September 30, 2018, our exposure to counterparty credit risk included derivative assets with an aggregate fair value of $78 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

Cross-currency Derivative Contracts

As noted above, we are exposed to foreign currency exchange rate risk in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to repay or refinance such debt. Although we generally seek to match the denomination of our subsidiaries’ borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). Our policy is generally to provide for an economic hedge against foreign currency exchange rate movements, whenever possible and when cost effective to do so, by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. The following table sets forth the total notional amounts and the related weighted average remaining contractual lives of our cross-currency swap contracts at September 30, 2018:



Borrowing group	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average remaining life
	in millions				in years

C&W	$	108.3	JMD	13,817.5	8.3
	$	35.4	COP	106,000.0	3.8
	£	146.7	$	194.3	0.5

VTR Finance	$	1,400.0	CLP	951,390.0	3.7

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Interest Rate Derivative Contracts

As noted above, we enter into interest rate swaps to protect against increases in the interest rates on our variable-rate debt. Pursuant to these derivative instruments, we typically pay fixed interest rates and receive variable interest rates on specified notional amounts. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our interest rate swap contracts at September 30, 2018:



Borrowing group	Notional amount due from counterparty		Weighted average remaining life
	in millions		in years

C&W (a)	$	2,975.0	5.6

VTR Finance	$	214.5	4.5

Liberty Puerto Rico	$	675.0	2.5

Cabletica (b)	$	53.5	5.0


(a)	Includes forward-starting derivative instruments.


(b)	Represents a forward-starting derivative instrument associated with the Cabletica Credit Facilities, as defined and described in note 18.

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. At September 30, 2018, the U.S. dollar equivalent of the notional amounts of these derivative instruments was $3,750 million and the related weighted average remaining contractual life of our basis swap contracts was less than one year. At September 30, 2018, our basis swaps, which include forward-starting instruments, were all held by subsidiaries of our C&W borrowing group.

Interest Rate Caps

We enter into interest rate cap agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit from declines in market rates. At September 30, 2018, the total U.S. dollar notional amounts of our interest rate caps, which include forward-starting instruments, was $436 million, all of which are held by our Liberty Puerto Rico borrowing group.

Impact of Derivative Instruments on Borrowing Costs

The weighted average impact of the derivative instruments, excluding forward-starting derivative instruments, on our borrowing costs at September 30, 2018 was as follows:



Borrowing group	Increase (decrease) to borrowing costs

C&W	0.13	%
VTR Finance	(0.26	)%
Liberty Puerto Rico	0.01	%
Liberty Latin America borrowing groups	0.01	%

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Foreign Currency Forwards

We enter into foreign currency forward contracts with respect to non-functional currency exposure. As of September 30, 2018, the total U.S. dollar equivalent of the notional amount of foreign currency forward contracts was $212 million, of which $182 million and $30 million are held by subsidiaries of our VTR Finance and Cabletica borrowing groups, respectively.


(6)	Fair Value Measurements

We use the fair value method to account for our derivative instruments and the available-for-sale method to account for our investment in the United Kingdom (U.K.) Government Gilts. The reported fair values of our derivative instruments as of September 30, 2018 likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities, as we expect that the values realized generally will be based on market conditions at the time of settlement, which may occur at the maturity of the derivative instrument or at the time of the repayment or refinancing of the underlying debt instrument.

U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.

In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 5. The recurring fair value measurements of these derivative instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these derivative instruments. This observable data mostly includes interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporate a credit risk valuation adjustment in our fair value measurements to estimate the impact of both our own nonperformance risk and the nonperformance risk of our counterparties. Our and our counterparties’ credit spreads represent our most significant Level 3 inputs, and these inputs are used to derive the credit risk valuation adjustments with respect to these instruments. As we would not expect changes in our or our counterparties’ credit spreads to have a significant impact on the valuations of these 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 cross-currency and interest rate swaps are quantified and further explained in note 5. Due to the lack of Level 2 inputs for the valuation of the U.S dollar to the Jamaican dollar cross-currency swaps (the Sable Currency Swaps) held by a subsidiary of C&W, we believe this valuation falls under Level 3 of the fair value hierarchy. The Sable Currency Swaps are our only Level 3 financial instruments. The fair values of the Sable Currency Swaps at September 30, 2018 and December 31, 2017 were $31 million and $22 million, respectively, which are included in other long-term liabilities in our condensed consolidated balance sheets. The change in the fair values of the Sable Currency Swaps resulted in net gains (losses) of $3 million during each of the three months ended September 30, 2018 and 2017, respectively, and ($9 million) and ($1 million) during the nine months ended September 30, 2018 and 2017, respectively, which are reflected in realized and unrealized gains (losses) on derivative instruments, net, in our condensed consolidated statements of operations.

Our investment in the U.K. Government Gilts falls under Level 1 of the fair value hierarchy. At September 30, 2018 and December 31, 2017, the carrying values of our investment in the U.K. Government Gilts, which are included in other assets, net, in our condensed consolidated balance sheets, were $35 million and $37 million, respectively.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)


(7)	Investments

A subsidiary of C&W holds a 49% interest in Telecommunications Services of Trinidad and Tobago Limited (TSTT). Our investment in TSTT, which we carry at the lower of cost or fair value, is included in other assets, net, in our condensed consolidated balance sheets. Pursuant to certain conditions to the regulatory approval of the acquisition of Columbus International, Inc. by C&W in 2015, we are required to dispose of our investment in TSTT by a deadline set by the Telecommunications Authority of Trinidad and Tobago, which was recently extended to December 31, 2018. During the third quarter of 2018, we recorded an impairment charge of $16 million due to a decline in the estimated fair value of this investment. The impairment charge is included in other income (expense), net, in our condensed consolidated statement of operations. As of September 30, 2018 and December 31, 2017, the carrying values of our investment in TSTT were $77 million and $93 million, respectively. We cannot predict when, or if, we will be able to dispose of this investment at an acceptable price. As such, no assurance can be given that we will be able to recover the carrying value of our investment in TSTT.


(8)	Long-lived Assets

Goodwill

Changes in the carrying amount of our goodwill during the nine months ended September 30, 2018 are set forth below:



	January 1, 2018		Foreign currency translation adjustments and other			September 30, 2018
	in millions

C&W	$	4,962.5	$	(101.3	)	$	4,861.2
VTR	433.4		(27.4		)	406.0
Liberty Puerto Rico	277.7		—			277.7
Total	$	5,673.6	$	(128.7	)	$	5,544.9

Based on the results of our prior-year goodwill impairment test, a hypothetical decline of 20% or more in the fair value of C&W reporting units that carry a goodwill balance or the Liberty Puerto Rico reporting unit could result in the need to record additional goodwill impairment charges. If, among other factors, (i) our equity values were to decline significantly or (ii) the adverse impacts of economic, competitive, regulatory or other factors, including macro-economic and demographic trends, were to cause C&W’s or Liberty Puerto Rico’s results of operations or cash flows to be worse than anticipated, we could conclude in future periods that additional impairment charges are required in order to reduce the carrying values of the goodwill, cable television franchise rights and, to a lesser extent, other long-lived assets of these entities.

Property and Equipment, Net

The details of our property and equipment and the related accumulated depreciation are set forth below:



	September 30, 2018			December 31, 2017
	in millions

Distribution systems	$	4,064.0		$	3,878.4
Customer premises equipment	1,551.7			1,382.8
Support equipment, buildings and land	1,368.3			1,306.3
	6,984.0			6,567.5
Accumulated depreciation	(2,801.4		)	(2,398.3		)
Total	$	4,182.6		$	4,169.2

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

During the nine months ended September 30, 2018 and 2017, we recorded non-cash increases to our property and equipment related to vendor financing arrangements aggregating $40 million and $47 million, respectively.

Intangible Assets Subject to Amortization, Net

The details of our intangible assets subject to amortization are set forth below:



	September 30, 2018			December 31, 2017
	in millions
Gross carrying amount:
Customer relationships	$	1,444.2		$	1,415.1
Licenses and other	180.6			199.8
Total gross carrying amount	1,624.8			1,614.9
Accumulated amortization:
Customer relationships	(456.3		)	(284.2		)
Licenses and other	(22.7		)	(14.5		)
Total accumulated amortization	(479.0		)	(298.7		)
Net carrying amount	$	1,145.8		$	1,316.2

Impairment Charges Associated with Hurricanes

In September 2017, certain of our operations in the Caribbean were severely impacted by Hurricanes Irma and Maria, with the most extensive damage occurring in Puerto Rico and certain of C&W’s markets. As a result of the damage caused by these hurricanes, we recorded impairment charges to reduce the carrying values of our goodwill, property and equipment and other indefinite-lived intangible assets during the third quarter of 2017, as set forth in the table below.



	C&W		Liberty Puerto Rico		Total
	in millions

Goodwill (a)	$	117.3	$	120.9	$	238.2
Property and equipment (b)	18.3		42.0		60.3
Other indefinite-lived intangible assets (c)	—		44.1		44.1
Total	$	135.6	$	207.0	$	342.6


(a)	We concluded that the goodwill impairment charges were necessary to reduce the carrying values of Liberty Puerto Rico and certain C&W reporting units to their respective estimated fair values at September 30, 2017.


(b)	Amounts represent estimated impairments recorded in order to write-off the net carrying amount of certain property and equipment that was damaged beyond repair.


(c)	We concluded that an impairment charge was necessary to reduce the carrying value of Liberty Puerto Rico’s cable television franchise rights to their estimated fair value at September 30, 2017.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)


(9)	Debt and Capital Lease Obligations

The U.S. dollar equivalents of the components of our debt are as follows:



	September 30, 2018						Estimated fair value (c)				Principal Amount
	Weighted average interest rate (a)		Unused borrowing capacity (b)				Estimated fair value (c)				Principal Amount
			Borrowing currency		US $ equivalent		September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
			Borrowing currency		US $ equivalent		September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
			in millions

C&W Credit Facilities	5.27	%	$	760.0	$	760.0	$	2,214.4	$	2,216.4	$	2,204.8	$	2,212.2
C&W Notes	7.08	%	—		—		1,677.9		1,749.7		1,641.3		1,648.4
VTR Finance Senior Secured Notes	6.88	%	—		—		1,422.9		1,479.6		1,400.0		1,400.0
VTR Credit Facilities	6.47	%	(d)		230.7		264.3		—		264.9		—
LPR Bank Facility	6.14	%	—		—		963.5		951.8		982.5		982.5
Vendor financing (e)	4.74	%	—		—		154.7		137.4		154.7		137.4
Total debt before premiums, discounts and deferred financing costs	6.22	%			$	990.7	$	6,697.7	$	6,534.9	$	6,648.2	$	6,380.5

The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and capital lease obligations:



	September 30, 2018			December 31, 2017
	in millions

Total debt before premiums, discounts and deferred financing costs	$	6,648.2		$	6,380.5
Premiums, discounts and deferred financing costs, net	(33.6		)	(26.5		)
Total carrying amount of debt	6,614.6			6,354.0
Capital lease obligations	15.2			17.5
Total debt and capital lease obligations	6,629.8			6,371.5
Less: Current maturities of debt and capital lease obligations	(381.7		)	(263.3		)
Long-term debt and capital lease obligations	$	6,248.1		$	6,108.2

(a)

Represents the weighted average interest rate in effect at September 30, 2018 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. Including the effects of derivative instruments, original issue premiums or discounts and commitment fees, but excluding the impact of financing costs, the weighted average interest rate on our indebtedness was 6.3% at September 30, 2018. For information regarding our derivative instruments, see note 5.

(b)

Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2018 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, 2018, 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 September 30, 2018 compliance reporting requirements. At September 30, 2018, there were no restrictions on the respective subsidiary’s ability to make loans or distributions from this availability to Liberty Latin America or its subsidiaries or other equity holders.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

(c)

The estimated fair values of our debt instruments are determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 6.


(d)	The VTR Credit Facilities comprise certain CLP and U.S. dollar term loans and revolving credit facilities, each as defined and described below, including unused borrowing capacity.

(e)

Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year and include value-added taxes (VAT) that were paid on our behalf by the vendor. Our operating expenses include $119 million and $57 million for the nine months ended September 30, 2018 and 2017, respectively, that were financed by an intermediary and are reflected on the borrowing date as a hypothetical cash outflow within net cash provided by operating activities and a hypothetical cash inflow within net cash provided by financing activities in our condensed consolidated statements of cash flows. Repayments of vendor financing obligations are included in repayments of debt and capital lease obligations in our condensed consolidated statements of cash flows.

2018 Financing Transactions

C&W

On January 6, 2018, C&W Panama entered into a $100 million principal amount term loan facility that bears interest at 4.35%, payable on a quarterly basis, and matures in January 2023. The proceeds from the term loan were primarily used to repay existing C&W Panama debt.

On February 7, 2018, C&W entered into a $1,875 million principal amount term loan facility (the C&W Term Loan B-4 Facility). General terms associated with the C&W Term Loan B-4 Facility are substantially the same as those included in “General Information” in note 9 to our 2017 Form 10-K. The net proceeds of the C&W Term Loan B-4 Facility were used to repay in full the $1,825 million outstanding principal amount of the C&W Term Loan B-3 Facility and repay $40 million drawn under the C&W Revolving Credit Facility. The exchange in principal amounts of $1,825 million was treated as a non-cash transaction in our condensed consolidated statement of cash flows. In connection with this transaction, we recognized a loss on debt modification and extinguishment of $13 million, which represents the write-off of unamortized discounts and deferred financing costs.

On March 7, 2018, we amended and restated the credit agreement originally dated May 16, 2016, as amended and restated as of May 26, 2017, providing for the additional C&W Term Loan B-4 Facility and a $625 million revolving credit facility (the C&W Revolving Credit Facility).

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

The details of our borrowings under the C&W Credit Facilities as of September 30, 2018 are summarized in the following table:



C&W Credit Facilities	Maturity	Interest rate	Facility amount (in borrowing currency)		Unused borrowing capacity		Outstanding principal amount		Carrying value (a)
			in millions

C&W Term Loan B-4 Facility (b)	January 31, 2026	LIBOR + 3.25%	$	1,875.0	$	—	$	1,875.0	$	1,869.7
C&W Revolving Credit Facility	June 30, 2023	LIBOR + 3.25%	$	625.0	625.0		—		—
C&W Regional Facilities	various dates ranging from 2019 to 2038	4.01% (c)	$	464.8	135.0		329.8		328.5
Total					$	760.0	$	2,204.8	$	2,198.2


(a)	Amounts are net of discounts and deferred financing costs, where applicable.


(b)	The C&W Term Loan B-4 Facility was issued at 99.875% of par and is subject to a LIBOR floor of 0.0%


(c)	Represents a weighted average rate for all C&W Regional Facilities.

VTR

In May 2018, VTR entered into (i) a CLP 141 billion ($215 million) floating-rate term loan facility (the VTR TLB-1 Facility) and (ii) a CLP 33 billion ($50 million) fixed-rate term loan facility (the VTR TLB-2 Facility and, together with the VTR TLB-1 Facility, the VTR Term Loan Facilities). In addition, VTR entered into new U.S. dollar and CLP revolving credit facilities (collectively, the VTR Revolving Credit Facilities and together with the VTR Term Loan Facilities, the VTR Credit Facilities). Upon closing of the VTR Revolving Credit Facilities, the previously existing VTR Credit Facility was cancelled.

The details of our borrowings under the VTR Credit Facilities as of September 30, 2018 are summarized in the following table:



			Unused borrowing capacity					Outstanding principal amount
VTR Credit Facilities	Maturity	Interest rate	Borrowing currency			US $ equivalent		Borrowing currency			US $ equivalent		Carrying value
			in millions

VTR TLB-1 Facility	(a)	ICP (b) + 3.80%	CLP	—		$	—	CLP	140,900.0		$	214.5	$	209.2
VTR TLB-2 Facility	May 23, 2023	7.000%	CLP	—		—		CLP	33,100.0		50.4		49.2
VTR RCF – A	May 23, 2023	TAB (c) + 3.35%	CLP	30,000.0		45.7		CLP	—		—		—
VTR RCF – B (d)	March 14, 2024	LIBOR + 2.75%		$	185.0	185.0			$	—	—		—
Total						$	230.7				$	264.9	$	258.4


(a)	Under the terms of the credit agreement, VTR is obligated to repay 50% of the outstanding aggregate principal amount of the VTR TLB-1 Facility on November 23, 2022, with the remaining principal amount due on May 23, 2023, which represents the ultimate maturity date of the facility.


(b)	Índice de Cámara Promedio rate.


(c)	Tasa Activa Bancaria rate.


(d)	Includes a $1 million credit facility that matures on May 23, 2023.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Maturities of Debt

Maturities of our debt as of September 30, 2018 are presented below. Such amounts represent U.S. dollar equivalents based on September 30, 2018 exchange rates:



	C&W		VTR			Liberty Puerto Rico			Consolidated
	in millions
Years ending December 31:
2018 (remainder of year)	$	44.0	$	38.8		$	—		$	82.8
2019	242.6		62.6			—			305.2
2020	23.9		—			40.0			63.9
2021	124.0		—			—			124.0
2022	764.1		107.3			850.0			1,721.4
2023	120.3		157.6			92.5			370.4
Thereafter	2,580.5		1,400.0			—			3,980.5
Total debt maturities	3,899.4		1,766.3			982.5			6,648.2
Premiums, discounts and deferred financing costs, net	6.4		(30.6		)	(9.4		)	(33.6		)
Total debt	$	3,905.8	$	1,735.7		$	973.1		$	6,614.6
Current portion	$	269.8	$	101.4		$	—		$	371.2
Noncurrent portion	$	3,636.0	$	1,634.3		$	973.1		$	6,243.4

Subsequent Events

For information regarding certain financing-related transactions completed subsequent to September 30, 2018, see note 18.


(10)	Income Taxes

We evaluate and update our estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. For interim tax reporting, we estimate an annual effective tax rate, which is applied to year-to-date ordinary income or loss. The tax effect of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

Our interim estimate of our annual effective tax rate and our interim tax provision are subject to volatility due to factors such as jurisdictions in which our deferred taxes and/or tax attributes are subject to a full valuation allowance, relative changes in unrecognized tax benefits and changes in tax laws. Based upon the mix and timing of our actual annual earnings or loss compared to annual projections, as well as changes in the factors noted above, our effective tax rate may vary quarterly and may make quarterly comparisons not meaningful.

Income tax benefit (expense) was ($28 million) and $6 million during the three months ended September 30, 2018 and 2017, respectively, and ($86 million) and ($38 million) during the nine months ended September 30, 2018 and 2017, respectively. This represents an effective income tax rate of 306.6% and 1.6% for the three months ended September 30, 2018 and 2017, respectively, and (603.5%) and (12.0%) for the nine months ended September 30, 2018 and 2017, respectively, including items treated discretely.

For the three and nine months ended September 30, 2018, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of international rate differences, non-deductible expenses, increases in valuation allowances and changes in uncertain tax positions. These negative impacts to our effective tax rates were partially offset by the beneficial effects of non-taxable income and adjustments for inflation.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

For the three months ended September 30, 2017, the income tax benefit attributable to our loss before income taxes differs from the amount computed using the statutory tax rate, primarily due to the net detrimental effects of goodwill impairments, non-deductible expenses, increase in valuation allowances and international rate differences. For the nine months ended September 30, 2017, the income tax expense attributable to our loss before income taxes differs from the amount computed using the statutory tax rate, primarily due to the detrimental effects of goodwill impairments, non-deductible expenses, increase in valuation allowances and foreign exchange translation. The negative impacts of these items were partially offset by the beneficial effects of enacted changes in tax law and the recognition of previously unrecognized tax benefits.


(11)	Equity

In December 2017, and in connection with challenging circumstances that Liberty Puerto Rico experienced as a result of the damage caused by hurricanes during September 2017, the LPR Credit Agreements were amended to provide for, among other things, an equity commitment of up to $60 million (the LCPR Equity Commitment) from Liberty Puerto Rico’s shareholders through December 31, 2018 to fund potential liquidity shortfalls. During the nine months ended September 30, 2018, capital contributions aggregating $45 million were provided to Liberty Puerto Rico consisting of $27 million from us and $18 million from investment funds affiliated with Searchlight Capital Partners, L.P. (Searchlight). The capital contributions from Searchlight are included in our condensed consolidated statement of equity as an increase to noncontrolling interests.

During the nine months ended September 30, 2018, we increased our ownership in C&W Jamaica from 82.0% to 92.3% by acquiring 1,727,047,174 of the issued and outstanding ordinary stock units of C&W Jamaica that we did not already own (the C&W Jamaica NCI Acquisition) for JMD $1.45 per share or JMD $2,504 million ($20 million at the transaction dates) of paid consideration.

During September 2017, we increased our ownership in Cable & Wireless (Barbados) Limited (C&W Barbados) from 81.1% to 100% by acquiring all of the issued and outstanding common shares of C&W Barbados that we did not already own (C&W Barbados NCI Acquisition) for which $30 million (equivalent at the transaction date) was paid as of September 30, 2017.


(12)	Related-party Transactions

Prior to the consummation of the Split-Off, certain Liberty Global subsidiaries charged fees and allocated costs and expenses to our company, as further described below. Upon completion of the Split-Off, these amounts were replaced by fees, pursuant to the Split-Off Agreements, as further described below.

The following table provides details of our significant related-party balances:



	September 30, 2018		December 31, 2017
	in millions
Assets:
Current assets – related-party receivables (a)	$	3.8	$	4.2
Income tax receivable (b)	3.8		—
Total assets	$	7.6	$	4.2

Current liabilities:
Accounts payable (c)	$	12.0	$	0.4
Other accrued and current liabilities (d)	5.4		1.0
Total current liabilities	$	17.4	$	1.4


(a)	Represents non-interest bearing receivables due from certain Liberty Global subsidiaries.


(b)	Represents the benefit of related-party tax allocations, which arise from the estimated utilization of certain net operating losses of Liberty Latin America that are included in Liberty Global’s U.S. consolidated income tax filing for the period preceding the Split-Off.


(c)	Represents non-interest bearing payables to certain Liberty Global subsidiaries.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)


(d)	Represents other accrued and current liabilities to certain Liberty Global subsidiaries.

Related-Party Transactions After the Split-Off

Split-Off Agreements

In connection with the Split-Off, Liberty Latin America, Liberty Global and/or certain of their respective subsidiaries entered into the Split-Off Agreements. During the three and nine months ended September 30, 2018, we incurred $3 million and $7 million, respectively, of expenses associated with the Split-Off Agreements. Additionally, we acquired $10 million of capital assets during the nine months ended September 30, 2018 pursuant to the Services Agreement. The following summarizes the material agreements:


•	a reorganization agreement (the Reorganization Agreement), which provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Liberty Global and Liberty Latin America with respect to and resulting from the Split-Off;

•

a services agreement (the Services Agreement), pursuant to which, for up to two years following the Split-Off with the option to renew for a one-year period, Liberty Global will provide Liberty Latin America with specified services, including access to Liberty Global’s procurement team and tools to leverage scale and take advantage of joint purchasing opportunities, certain management services, other services to support Liberty Latin America’s legal, tax, accounting and finance departments, and certain technical and information technology services (including software development services associated with the Connect Box and the Horizon platform, management information systems, computer, data storage, and network and telecommunications services);


•	a sublease agreement (the Sublease Agreement), pursuant to which Liberty Latin America will sublease office space from Liberty Global in Denver, Colorado until May 31, 2031, subject to customary termination and notice provisions;


•	a facilities sharing agreement (the Facilities Sharing Agreement), pursuant to which, for as long as the Sublease Agreement remains in effect, Liberty Latin America will pay a fee for the usage of certain facilities at the office space in Denver, Colorado; and


•	a tax sharing agreement (the Tax Sharing Agreement), which governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters.

Other Transactions

In May of 2018, we purchased an aircraft from a subsidiary of Liberty Global for $8 million, which is included in property and equipment, net, in our condensed consolidated balance sheet.

Our related-party transactions prior to the Split-Off are as follows:



	Three months ended September 30,			Nine months ended September 30,
	2017
	in millions

Revenue	$	—		$	4.0
Allocated share-based compensation expense	(3.6		)	(10.2		)
Charges from Liberty Global	(3.0		)	(9.0		)
Included in operating income	(6.6		)	(15.2		)
Interest income	—			1.5
Allocated tax expense	(10.8		)	(6.9		)
Included in net loss	$	(17.4	)	$	(20.6	)

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Revenue. Amount primarily represents revenue from the Carve-out Entities for (i) management services C&W provided to the Carve-out Entities to operate and manage their business under a management services agreement and (ii) products and services that C&W provided to the Carve-out Entities in the normal course of business. The services provided to the Carve-out Entities were provided at the direction of, and subject to the ultimate control and oversight of, the Carve-out Entities. As discussed in note 4, C&W acquired the Carve-out Entities on April 1, 2017.

Allocated share-based compensation expense. Amounts represent share-based compensation that Liberty Global allocated to us with respect to share-based incentive awards held by our employees.

Charges from Liberty Global. Following the LiLAC Transaction, Liberty Global began to allocate to us a portion of the costs of their corporate functions, excluding share-based compensation expense, based primarily on the estimated percentage of time spent by corporate personnel providing services to us. Effective January 1, 2017, the annual allocation was $12 million. The allocated costs, which were cash settled, are included in SG&A expense in our condensed consolidated statements of operations. Although we believe the allocated costs are reasonable, no assurance can be given that such costs are reflective of the costs we would have incurred as a standalone company. Upon consummation of the Split-Off, we are no longer allocated costs by Liberty Global, but instead incur charges prospectively under certain of the Split-Off Agreements described above.

Interest income. Amount includes interest income on C&W’s related-party loans receivable from New Cayman, which bore interest at 8.0% per annum. On April 1, 2017, subsidiaries of C&W acquired the Carve-out Entities, at which time these loans receivable were settled in exchange for the equity of the Carve-out Entities. Related-party interest income is included in other income, net, in our condensed consolidated statements of operations. For additional information regarding the Carve-out Entities, see note 4.

Tax allocations. Amounts represent related-party income tax allocations recognized prior to the Split-Off. For additional information regarding the Tax Sharing Agreement with Liberty Global that became effective upon the consummation of the Split-Off, see language above.


(13)	Restructuring Liabilities

A summary of changes in our restructuring liability during the nine months ended September 30, 2018 is set forth in the table below:



	Employee severance and termination			Contract termination and other			Total
	in millions

Restructuring liability as of January 1, 2018	$	6.2		$	25.4		$	31.6
Restructuring charges	31.4			5.6			37.0
Cash paid	(21.6		)	(7.2		)	(28.8		)
Foreign currency translation adjustments	—			(1.6		)	(1.6		)
Restructuring liability as of September 30, 2018	$	16.0		$	22.2		$	38.2

Current portion	$	16.0		$	12.8		$	28.8
Noncurrent portion	—			9.4			9.4
Total	$	16.0		$	22.2		$	38.2

Our restructuring charges during the nine months ended September 30, 2018 primarily relate to employee severance and termination costs associated with reorganization programs at C&W.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

(14) Share-based Compensation

The following table summarizes our share-based compensation expense:



	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
	in millions
Included in:
Other operating expense	$	0.2	$	(0.1	)	$	0.4	$	0.5
SG&A expense	11.4		3.4			26.4		11.4
Total	$	11.6	$	3.3		$	26.8	$	11.9

Share-based Incentive Awards

The following tables summarize the share-based incentive awards related to Liberty Latin America shares held by our employees as of September 30, 2018:



	Number of shares	Weighted average exercise price		Weighted average remaining contractual term
Share-based incentive award type				in years
Stock appreciation rights (SARs):
Class A common shares:
Outstanding	2,535,735	$	22.90	5.9
Exercisable	437,272	$	30.50	4.2
Class C common shares:
Outstanding	5,134,022	$	22.90	5.8
Exercisable	937,201	$	30.83	4.0



	Number of shares	Weighted average remaining contractual term
Share-based incentive award type		in years
Restricted stock units (RSUs) outstanding:
Class A common shares	229,332	2.8
Class C common shares	458,556	2.8
Performance-based restricted stock units (PSUs) outstanding:
Class A common shares	490,277	1.7
Class C common shares	980,561	1.7

Share Incentive Plans — Liberty Latin America Common Shares

Equity Incentive Plans

In connection with the Split-Off, we adopted the Liberty Latin America Ltd. 2018 Incentive Plan (the Employee Incentive Plan) and the Liberty Latin America Ltd. 2018 Nonemployee Director Incentive Plan (the Nonemployee Director Incentive Plan). Options, SARs, RSUs, cash awards, performance awards or any combination of the foregoing may be granted under the Employee Incentive Plan and the Nonemployee Director Incentive Plan. The maximum number of Liberty Latin America common shares that may be issued under the Employee Incentive Plan and the Nonemployee Director Incentive Plan is 25 million (of which no more 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.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

RSUs and SARs under the Employee Incentive Plan generally vest 12.5% on the six-month anniversary of the grant date and then vest at a rate of 6.25% each quarter thereafter over a four year term. SARs expire seven years after the grant date and may be granted with an exercise price at or above the fair market value of the shares on the date of grant in any class of common shares. RSUs issued under the Nonemployee Director Incentive Plan vest on the first anniversary of the grant date.

During the nine months ended September 30, 2018, we granted SARs with respect to 1,624,186 Class A common shares and 3,248,371 Class C common shares, which have weighted average exercise prices of $19.71 and $19.41, respectively, and weighted average grant-date fair values of $7.03 and $7.06, respectively. We also granted RSUs during the nine months ended September 30, 2018 with respect to 144,919 Class A common shares and 289,838 Class C common shares, which have weighted average grant-date fair values of $18.66 per share and $18.28 per share, respectively.

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.

Equity awards are granted to executive officers and key employees based on a target annual equity value for each executive and key employee, of which approximately two-thirds would be delivered in the form of PSUs and approximately one-third in the form of an annual award of SARs. Each currently-outstanding PSU represents the right to receive one Liberty Latin America Class A or Class C common share, as applicable, subject to performance and vesting.

In July 2018, executive officers and key employees were granted PSUs (the 2018 PSUs) pursuant to a performance plan that is based on the achievement of a specified compound annual growth rate (CAGR) of our Adjusted OIBDA (as defined in note 17) during the two-year period ended December 31, 2019. The performance target will be adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates that affect comparability (Adjusted OIBDA CAGR) and the participant’s annual performance ratings. As we use the term, the 2018 PSUs require delivery of a specified Adjusted OIBDA CAGR during the two-year performance period, with over- and under-performance payout opportunities should the Adjusted OIBDA CAGR exceed or fail to meet the target, as applicable. A performance range of 50% to 125% or more of the target Adjusted OIBDA CAGR will generally result in award recipients earning 50% to 150% of their target 2018 PSUs, subject to reduction or forfeiture based on individual performance. The earned 2018 PSUs will vest 50% on each of April 1, 2020 and October 1, 2020.

During the nine months ended September 30, 2018, we granted PSUs with respect to 330,386 Class A common shares and 660,772 Class C common shares, which were granted with a weighted average grant-date fair value of $19.48 and $19.62, respectively.


(15)	Earnings (Loss) per Share

Basic earnings (loss) per share (EPS) is computed by dividing net earnings (loss) attributable to Liberty Latin America shareholders by the weighted average number of Liberty Latin America Shares or LiLAC Shares outstanding during the periods presented, as further described below. Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares (e.g., SARs and RSUs) as if they had been exercised or vested at the beginning of the periods presented.



	Three months ended September 30,		Nine months ended September 30,
	2018 (a)	2017 (b)	2018 (a)	2017 (b)

Weighted average shares outstanding - basic and dilutive	171,378,608	171,304,720	171,299,958	172,051,945


(a)	Represents the weighted average number of Liberty Latin America shares outstanding during the period, as this period occurred after the Split-Off.


(b)	Represents the weighted average number of LiLAC Shares (as defined in note 1) outstanding during the period, as this period occurred prior to the Split-Off. Amount was used for both basic and dilutive EPS, as no Company equity awards were outstanding prior to the Split-Off.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

We reported losses attributable to Liberty Latin America shareholders during the three and nine months ended September 30, 2018, respectively. As a result, the potentially dilutive effect at September 30, 2018 of the following items was not included in the computation of diluted loss per share because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs, because such awards had not yet met the applicable performance criteria: (i) the aggregate number of shares issuable pursuant to outstanding options, SARs and RSUs of approximately 13.2 million and (ii) the aggregate number of shares issuable pursuant to outstanding PSUs of approximately 2.1 million. A portion of these amounts relate to Liberty Latin America Shares held by employees of Liberty Global.

For information regarding Liberty Latin America Class C common shares issued subsequent to September 30, 2018, see note 18.


(16)	Commitments and Contingencies

Commitments

In the normal course of business, we have entered into agreements that commit our company to make cash payments in future periods with respect to programming contracts, network and connectivity commitments, purchases of customer premises and other equipment and services, non-cancellable operating leases and other items. The following table sets forth the U.S. dollar equivalents of such commitments as of September 30, 2018:



	Payments due during:
	Remainder of 2018
	Remainder of 2018		2019		2020		2021		2022		2023		Thereafter		Total
	in millions

Programming commitments	$	47.8	$	63.2	$	24.8	$	16.9	$	2.0	$	1.4	$	0.7	$	156.8
Network and connectivity commitments	39.6		80.4		28.5		19.3		15.6		15.0		27.5		225.9
Purchase commitments	107.5		51.7		31.8		3.9		1.6		0.5		—		197.0
Operating leases (a)	11.3		33.1		27.1		20.5		17.2		13.6		35.7		158.5
Other commitments (a)	6.4		1.4		1.1		0.8		0.8		0.9		7.6		19.0
Total (b)	$	212.6	$	229.8	$	113.3	$	61.4	$	37.2	$	31.4	$	71.5	$	757.2


(a)	Amounts include certain operating lease commitments and commitments under the Sublease Agreement and the Facilities Sharing Agreement, as further described in note 12.


(b)	The commitments included in this table do not reflect any liabilities that are included in our September 30, 2018 condensed consolidated balance sheet.

Programming commitments consist of obligations associated with certain programming, studio output and sports rights contracts that are enforceable and legally binding on us as we have agreed to pay minimum fees without regard to (i) the actual number of subscribers to the programming services, (ii) whether we terminate service to a portion of our subscribers or dispose of a portion of our distribution systems or (iii) whether we discontinue our premium sports services. In addition, programming commitments do not include increases in future periods associated with contractual inflation or other price adjustments that are not fixed. Accordingly, the amounts reflected in the above table with respect to these contracts are significantly less than the amounts we expect to pay in these periods under these contracts. Historically, payments to programming vendors have represented a significant portion of our operating costs, and we expect that this will continue to be the case in future periods. In this regard, our total programming and copyright costs aggregated $295 million and $308 million during the nine months ended September 30, 2018, and 2017, respectively.

Network and connectivity commitments include (i) domestic network service agreements with certain other telecommunications companies, (ii) VTR’s mobile virtual network operator (MVNO) agreement, and (iii) network-related operating leases. The amounts reflected in the above table with respect to our MVNO commitment represents fixed minimum amounts payable under this agreement and, therefore, may be significantly less than the actual amounts VTR ultimately pays in these periods.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Purchase commitments include unconditional and legally-binding obligations related to (i) the purchase of customer premises and other equipment and (ii) certain service-related commitments, including call center, information technology and maintenance services.

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. In addition, C&W has provided indemnifications of (i) up to $300 million with respect to any potential tax-related claims related to the disposal in April 2013 of C&W’s interests in certain businesses and (ii) an unlimited amount of qualifying claims associated with the disposal of another business in May 2014. The first indemnification expires in April 2020 and the second expires in May 2020. We do not expect that either of these arrangements will require us to make material payments to the indemnified parties.

Legal and Regulatory Proceedings and Other Contingencies

Regulatory Issues. Video distribution, broadband internet, fixed-line telephony and mobile businesses are regulated in each of the countries in which we operate. The scope of regulation varies from country to country. Adverse regulatory developments could subject our businesses to a number of risks. Regulation, including conditions imposed on us by competition or other authorities as a requirement to close acquisitions or dispositions, could limit growth, revenue and the number and types of services offered and could lead to increased operating costs and property and equipment additions. In addition, regulation may restrict our operations and subject them to further competitive pressure, including pricing restrictions, interconnect and other access obligations, and restrictions or controls on content, including content provided by third parties. Failure to comply with current or future regulation could expose our businesses to various penalties.

In addition to the foregoing items, we have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming and copyright fees. 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.


(17)	Segment Reporting

We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA (as defined below) or total assets. 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, as appropriate.

Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. Adjusted OIBDA is also a key factor that is used by our internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of our management for purposes of annual and other incentive compensation plans. As we use the term, “Adjusted OIBDA” is defined as operating income (loss) before depreciation and amortization, share-based compensation, provisions and provision releases related to significant litigation and impairment, restructuring and other operating items. Other operating items include (i) gains and losses on the disposition of long-lived assets, (ii) third-party costs directly associated with successful and unsuccessful acquisitions and dispositions, including legal, advisory and due diligence fees, as applicable, and (iii) other acquisition-related items, such as gains and losses on the settlement of contingent consideration. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

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. As further described in note 2, effective January 1, 2018, we adopted ASU 2017-07, which resulted in the reclassification of certain pension-related credits from SG&A to non-operating income (expense) in our condensed consolidated statements of operations. As a result of the adoption, we have presented pension-related credits in other income (expense), net, in our condensed consolidated statements of operations that aggregated $3 million and $5 million during the three months ended September 30, 2018 and 2017, respectively, and $10 million and $11 million during the nine months ended September 30, 2018 and 2017, respectively. Effective December 31, 2017, we include certain charges previously allocated to us by Liberty Global in the calculation of Adjusted OIBDA. These charges represent fees for certain services provided to us and totaled $3 million and $9 million during the three and nine months ended September 30, 2017, respectively. We believe changing the definition of Adjusted OIBDA to include these charges is meaningful given they represent operating costs we continue to incur subsequent to the Split-Off as a standalone public company. This change has been given effect for all periods presented. A reconciliation of total Adjusted OIBDA to our earnings (loss) before income taxes is presented below.

As of September 30, 2018, our reportable segments are as follows:

•C&W

•VTR

•Liberty Puerto Rico

Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet and fixed-line telephony services and, with the exception of Liberty Puerto Rico, mobile services. We provide residential and B2B services in (i) 18 countries, primarily in Latin America and the Caribbean, through C&W, (ii) Chile through VTR and (iii) Puerto Rico through Liberty Puerto Rico. C&W also provides (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its sub-sea and terrestrial fiber optic cable networks that connect over 40 markets in those regions.

Performance Measures of our Reportable Segments

The amounts presented below represent 100% of each of our reportable segment’s revenue and Adjusted OIBDA. As we have the ability to control Liberty Puerto Rico and certain subsidiaries of C&W that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. As further described in note 18, in October 2018, we acquired the remaining 40.0% interest in Liberty Puerto Rico that we did not already own. The noncontrolling owners’ interests in the operating results of Liberty Puerto Rico and certain subsidiaries of C&W are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.



	Revenue
	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

C&W	$	581.1		$	578.9		$	1,750.3		$	1,737.2
VTR	245.9			242.2			769.9			702.6
Liberty Puerto Rico	99.6			88.6			241.7			303.6
Intersegment eliminations	(1.4		)	(1.6		)	(4.7		)	(3.5		)
Total	$	925.2		$	908.1		$	2,757.2		$	2,739.9

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)



	Adjusted OIBDA
	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

C&W	$	226.5		$	219.7		$	679.2		$	650.4
VTR	100.1			98.0			310.2			281.9
Liberty Puerto Rico	50.0			39.6			103.7			144.7
Corporate	(12.6		)	(5.1		)	(34.9		)	(15.4		)
Total	$	364.0		$	352.2		$	1,058.2		$	1,061.6

The following table provides a reconciliation of total Adjusted OIBDA to earnings (loss) before income taxes:



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

Total Adjusted OIBDA	$	364.0		$	352.2		$	1,058.2		$	1,061.6
Share-based compensation expense	(11.6		)	(3.3		)	(26.8		)	(11.9		)
Depreciation and amortization	(204.8		)	(199.7		)	(614.7		)	(586.5		)
Impairment, restructuring and other operating items, net	(8.8		)	(354.9		)	(55.4		)	(378.7		)
Operating income (loss)	138.8			(205.7		)	361.3			84.5
Interest expense	(110.2		)	(99.3		)	(322.1		)	(289.8		)
Realized and unrealized gains (losses) on derivative instruments, net	8.9			(78.6		)	82.5			(115.1		)
Foreign currency transaction gains (losses), net	(16.4		)	43.5			(121.1		)	41.2
Losses on debt modification and extinguishment	—			(25.8		)	(13.0		)	(53.6		)
Other income (expense), net	(12.0		)	4.4			(1.9		)	13.4
Earnings (loss) before income taxes	$	9.1		$	(361.5	)	$	(14.3	)	$	(319.4	)

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Property and Equipment Additions of our Reportable Segments

The property and equipment additions of our reportable segments (including capital additions financed under vendor financing or capital lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our condensed consolidated statements of cash flows.



	Nine months ended September 30,
	2018			2017
	in millions

C&W	$	262.3		$	280.6
VTR	164.9			157.3
Liberty Puerto Rico	139.5			65.6
Corporate	14.7			—
Total property and equipment additions	581.4			503.5
Assets acquired under capital-related vendor financing arrangements	(40.4		)	(47.2		)
Assets acquired under capital leases	(3.6		)	(3.7		)
Changes in current liabilities related to capital expenditures	55.6			(5.1		)
Total capital expenditures	$	593.0		$	447.5

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Revenue by Major Category

Our revenue by major category for our reportable segments is set forth in the tables below. As further described in note 2, we adopted ASU 2014-09 effective January 1, 2018 using the cumulative effect transition method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of ASU 2014-09 did not have a material impact on our revenue by category.



	Three months ended September 30, 2018
	C&W		VTR		Liberty Puerto Rico		Intersegment Eliminations			Total
	in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue (a):
Video	$	43.0	$	94.0	$	32.2	$	—		$	169.2
Broadband internet	57.1		92.0		36.0		—			185.1
Fixed-line telephony	25.0		29.3		5.1		—			59.4
Total subscription revenue	125.1		215.3		73.3		—			413.7
Non-subscription revenue (b)	18.0		5.6		4.0		—			27.6
Total residential fixed revenue	143.1		220.9		77.3		—			441.3
Residential mobile revenue:
Subscription revenue (a)	148.0		15.4		—		—			163.4
Non-subscription revenue (c)	20.8		3.1		—		—			23.9
Total residential mobile revenue	168.8		18.5		—		—			187.3
Total residential revenue	311.9		239.4		77.3		—			628.6
B2B revenue:
Subscription revenue	—		6.4		5.8		—			12.2
Non-subscription revenue (d)	207.6		0.1		4.3		(1.4		)	210.6
Sub-sea network revenue (e)	61.6		—		—		—			61.6
Total B2B revenue	269.2		6.5		10.1		(1.4		)	284.4
Other revenue (f)	—		—		12.2		—			12.2
Total	$	581.1	$	245.9	$	99.6	$	(1.4	)	$	925.2


(a)	Residential fixed and mobile subscription revenue includes amounts received from subscribers for ongoing services.


(b)	Residential fixed non-subscription revenue includes, among other items, interconnect and advertising revenue.


(c)	Residential mobile non-subscription revenue includes, among other items, interconnect revenue and revenue from sales of mobile handsets and other devices.


(d)	B2B non-subscription revenue primarily includes business broadband internet, video, fixed-line telephony, mobile and data services offered to medium to large enterprises and, on a wholesale basis, to other telecommunication operators.


(e)	B2B sub-sea network revenue includes 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.


(f)	Other revenue for the 2018 periods includes $11 million received by Liberty Puerto Rico from the FCC, which was granted to help restore and improve coverage and service quality from damages caused by Hurricanes Irma and Maria.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)



	Three months ended September 30, 2017
	C&W		VTR		Liberty Puerto Rico		Intersegment Eliminations			Total
	in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	42.7	$	92.4	$	34.7	$	—		$	169.8
Broadband internet	50.9		87.5		35.0		—			173.4
Fixed-line telephony	28.8		33.8		5.8		—			68.4
Total subscription revenue	122.4		213.7		75.5		—			411.6
Non-subscription revenue	17.7		7.2		4.2		—			29.1
Total residential fixed revenue	140.1		220.9		79.7		—			440.7
Residential mobile revenue:
Subscription revenue	164.6		14.7		—		—			179.3
Non-subscription revenue	20.4		2.4		—		—			22.8
Total residential mobile revenue	185.0		17.1		—		—			202.1
Total residential revenue	325.1		238.0		79.7		—			642.8
B2B revenue:
Subscription revenue	—		4.2		3.7		—			7.9
Non-subscription revenue	199.7		—		3.5		(1.6		)	201.6
Sub-sea network revenue	54.1		—		—		—			54.1
Total B2B revenue	253.8		4.2		7.2		(1.6		)	263.6
Other revenue	—		—		1.7		—			1.7
Total	$	578.9	$	242.2	$	88.6	$	(1.6	)	$	908.1

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)



	Nine months ended September 30, 2018
	C&W		VTR		Liberty Puerto Rico		Intersegment Eliminations			Total
	in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	128.9	$	293.4	$	85.3	$	—		$	507.6
Broadband internet	167.2		284.8		93.7		—			545.7
Fixed-line telephony	77.8		96.0		13.2		—			187.0
Total subscription revenue	373.9		674.2		192.2		—			1,240.3
Non-subscription revenue	50.3		19.4		9.1		—			78.8
Total residential fixed revenue	424.2		693.6		201.3		—			1,319.1
Residential mobile revenue:
Subscription revenue	454.2		47.7		—		—			501.9
Non-subscription revenue	64.5		10.0		—		—			74.5
Total residential mobile revenue	518.7		57.7		—		—			576.4
Total residential revenue	942.9		751.3		201.3		—			1,895.5
B2B revenue:
Subscription revenue	—		18.2		15.2		—			33.4
Non-subscription revenue	624.4		0.4		11.3		(4.7		)	631.4
Sub-sea network revenue	183.0		—		—		—			183.0
Total B2B revenue	807.4		18.6		26.5		(4.7		)	847.8
Other revenue	—		—		13.9		—			13.9
Total	$	1,750.3	$	769.9	$	241.7	$	(4.7	)	$	2,757.2

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)



	Nine months ended September 30, 2017
	C&W		VTR		Liberty Puerto Rico		Intersegment Eliminations			Total
	in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	122.9	$	268.1	$	120.1	$	—		$	511.1
Broadband internet	156.0		253.4		116.9		—			526.3
Fixed-line telephony	86.2		101.3		18.5		—			206.0
Total subscription revenue	365.1		622.8		255.5		—			1,243.4
Non-subscription revenue	54.2		20.8		16.1		—			91.1
Total residential fixed revenue	419.3		643.6		271.6		—			1,334.5
Residential mobile revenue:
Subscription revenue	485.0		40.5		—		—			525.5
Non-subscription revenue	61.9		7.7		—		—			69.6
Total residential mobile revenue	546.9		48.2		—		—			595.1
Total residential revenue	966.2		691.8		271.6		—			1,929.6
B2B revenue:
Subscription revenue	—		10.4		17.2		—			27.6
Non-subscription revenue	612.4		0.4		10.6		(3.5		)	619.9
Sub-sea network revenue	158.6		—		—		—			158.6
Total B2B revenue	771.0		10.8		27.8		(3.5		)	806.1
Other revenue	—		—		4.2		—			4.2
Total	$	1,737.2	$	702.6	$	303.6	$	(3.5	)	$	2,739.9

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Geographic Segments

The revenue of our geographic segments is set forth below:



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions
C&W (a):
Panama	$	149.1		$	155.0		$	451.0		$	462.8
Networks & LatAm (b)	97.1			88.2			288.9			255.9
Jamaica	93.8			89.0			276.6			260.5
The Bahamas	55.2			62.8			177.0			201.0
Trinidad and Tobago	42.4			38.6			124.0			119.1
Barbados	38.8			41.1			116.3			122.7
Other (c)	104.7			104.2			316.5			315.2
Total C&W	581.1			578.9			1,750.3			1,737.2
Chile	245.9			242.2			769.9			702.6
Puerto Rico	99.6			88.6			241.7			303.6
Intersegment eliminations	(1.4		)	(1.6		)	(4.7		)	(3.5		)
Total	$	925.2		$	908.1		$	2,757.2		$	2,739.9


(a)	Except as otherwise noted, the amounts presented for each C&W jurisdiction include revenue from residential and B2B operations.


(b)	The amounts represent wholesale and managed services revenue from various jurisdictions across the Caribbean and Latin America, primarily related to the sale and lease of telecommunications capacity on C&W’s sub-sea and terrestrial networks.


(c)	The amounts relate to a number of countries in which C&W has less significant operations, all but one of which are located in Latin America and the Caribbean. In addition, these amounts include C&W intercompany eliminations.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)


(18)	Subsequent Events

Financing Transactions

C&W. In October 2018, C&W Senior Financing Designated Activity Company (C&W Senior Financing) issued $500 million principal amount of 7.5% senior notes, due October 15, 2026 (the 2026 C&W Senior Notes). Interest on the 2026 C&W Senior Notes is payable semi-annually on April 15 and October 15. C&W Senior Financing is a special purpose financing entity that is 100% owned by a third-party, created for the primary purpose of facilitating certain debt offerings. C&W is required to consolidate C&W Senior Financing as a result of the variable interests created by debt issued by C&W Senior Financing to C&W, for which C&W is considered the primary beneficiary.

C&W Senior Financing used the proceeds from the 2026 C&W Senior Notes to fund a new term loan (the C&W Financing Loan B) with Sable International Finance Limited (Sable), a wholly-owned subsidiary of C&W, as borrower and together with certain other C&W subsidiaries as guarantors. The call provisions, maturity and applicable interest rate for the C&W Financing Loan B are the same as those for the 2026 C&W Senior Notes. C&W Senior Financing’s obligations under the 2026 C&W Senior Notes are secured by interests over (i) certain of C&W Senior Financing’s bank accounts and (ii) C&W Senior Financing’s rights under the C&W Financing Loan B. C&W Senior Financing is dependent upon payments from C&W in order to service its payment obligations under the 2026 C&W Senior Notes.

Subject to the circumstances described below, the 2026 C&W Senior Notes are non-callable until October 15, 2021. At any time prior to October 15, 2021, Sable and C&W Senior Financing may redeem some or all of the 2026 C&W Senior Notes by paying a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest and a “make-whole” premium, which is generally the present value of all remaining scheduled interest payments to October 15, 2021 using the discount rate (as specified in the indenture) as of the redemption date plus 50 basis points. In addition, at any time prior to October 15, 2021, subject to certain restrictions (as specified in the indenture), up to 40% of the 2026 C&W Senior Notes may be redeemed with the net proceeds of one or more specified equity offerings at a redemption price equal to 107.500% of the principal amount of the 2026 C&W Senior Notes redeemed, plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the redemption date.

Sable and C&W Senior Financing may redeem some or all of the 2026 C&W Senior Notes at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest and additional amounts (as specified in the indenture), if any, to the applicable redemption date:



	Redemption price
12-month period commencing October 15:
2021	103.750%
2022	101.875%
2023 and thereafter	100.000%

Tender Offer – 2019 C&W Senior Notes. On October 15, 2018, C&W launched a tender offer to repurchase, for cash, any and all of its outstanding 2019 C&W Senior Notes (the Tender Offer). The price of the Tender Offer was 103% of the principal amount of the bonds tendered, plus accrued and unpaid interest up to, but not including, the payment date. Pursuant to the Tender Offer, which was completed on October 31, 2018, we paid total consideration of £68 million ($87 million at the transaction date), including accrued interest of £3 million ($4 million at the transaction date), for 43.0% of the outstanding 2019 C&W Senior Notes and cancelled the 2019 C&W Senior Notes that were tendered.

Redemption – Sable Senior Notes. On November 2, 2018, we redeemed $275 million of aggregate principal amount of the Sable Senior Notes for total consideration of $294 million, including (i) the 105.156% redemption price and (ii) accrued and unpaid interest on the redeemed notes.

VTR. In October 2018, VTR redeemed $140 million of aggregate principal amount of the VTR Finance Senior Secured Notes for total consideration of $147 million, including (i) the 103% redemption price and (ii) accrued and unpaid interest on the redeemed notes.

Liberty Latin America Ltd.

Notes to Condensed Consolidated Financial Statements – (Continued)

September 30, 2018

(unaudited)

Cabletica. In connection with the completion of the Cabletica Acquisition, Cabletica entered into (i) a $54 million principal amount term loan facility (the Cabletica Term Loan B-1 Facility) at LIBOR plus 5.0%, due 50% on April 5, 2023 and the remaining principal due on October 5, 2023, (ii) a CRC 43 billion ($74 million) principal amount term loan facility (the Cabletica Term Loan B-2 Facility) at the Tasa Básica Pasiva rate plus 6.0%, due 50% on April 5, 2023 and the remaining principal due on October 5, 2023, and (iii) a $15 million revolving credit facility (the Cabletica Revolving Credit Facility) at LIBOR plus 4.3%, due on October 5, 2023 (collectively, the Cabletica Credit Facilities).

LPR NCI Acquisition

On October 17, 2018, we acquired the remaining 40% partnership interests in Liberty Puerto Rico from Searchlight in exchange for 9,500,000 unregistered Liberty Latin America Class C common shares (the LPR NCI Acquisition). In connection with the LPR NCI Acquisition (i) we entered into a registration rights agreement with Searchlight related to the Class C common shares and (ii) Searchlight is subject to certain restrictions regarding the transfer of the shares issued in the transaction for a period of up to two years.


Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis, which should be read in conjunction with our condensed consolidated financial statements and the discussion and analysis included in our 2017 Form 10-K, is intended to assist in providing an understanding of our financial condition, changes in financial condition and results of operations and is organized as follows:


•	Forward-looking Statements. This section provides a description of certain factors that could cause actual results or events to differ materially from anticipated results or events.


•	Overview. This section provides a general description of our business and recent events.


•	Material Changes in Results of Operations. This section provides an analysis of our results of operations for the three and nine months ended September 30, 2018 and 2017.


•	Material Changes in Financial Condition. This section provides an analysis of our corporate and subsidiary liquidity, condensed consolidated statements of cash flows and contractual commitments.

The capitalized terms used below have been defined in the notes to our condensed consolidated financial statements. In the following text, the terms “we,” “our,” “our company” and “us” may refer, as the context requires, to Liberty Latin America or collectively to Liberty Latin America and its subsidiaries.

Unless otherwise indicated, convenience translations into U.S. dollars are calculated as of September 30, 2018.

Forward-looking Statements

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. To the extent that statements in this Quarterly Report on Form 10-Q are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. In particular, statements under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Quantitative and Qualitative Disclosures About Market Risk may contain forward-looking statements, including statements regarding: our business, product, foreign currency and finance strategies in 2018; the anticipated rate and cost of our recovery in certain markets from the impact of Hurricanes Maria and Irma; our property and equipment additions in 2018; subscriber growth and retention rates; competitive, regulatory and economic factors; the timing and impacts of proposed transactions; anticipated changes in our revenue, costs or growth rates; our liquidity; credit risks; foreign currency risks; target leverage levels; compliance with debt covenants; our future projected contractual commitments and cash flows; and other information and statements that are not historical fact. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described in our 2017 Form 10-K and updated under Item 1A. Risk Factors in Part II of our June 30, 2018 Quarterly Report on Form 10-Q, the following are some but not all of the factors that could cause actual results or events to differ materially from anticipated results or events:


•	economic and business conditions and industry trends in the countries in which we operate;


•	the competitive environment in the industries in the countries in which we operate, including competitor responses to our products and services;


•	fluctuations in currency exchange rates, inflation rates and interest rates;


•	instability in global financial markets, including sovereign debt issues and related fiscal reforms;


•	consumer disposable income and spending levels, including the availability and amount of individual consumer debt;


•	changes in consumer viewing preferences and habits, including on mobile devices that function on various operating systems and specifications, limited bandwidth, and different processing power and screen sizes;


•	customer acceptance of our existing service offerings, including our video, broadband internet, fixed-line telephony, mobile and business service offerings, and of new technology, programming alternatives and other products and services that we may offer in the future;


•	our ability to manage rapid technological changes;


•	our ability to maintain or increase the number of subscriptions to our video, broadband internet, fixed-line telephony and mobile service offerings and our average revenue per household;


•	our ability to provide satisfactory customer service, including support for new and evolving products and services;


•	our ability to maintain or increase rates to our subscribers or to pass through increased costs to our subscribers;


•	the impact of our future financial performance, or market conditions generally, on the availability, terms and deployment of capital;


•	changes in, or failure or inability to comply with, government regulations in the countries in which we operate and adverse outcomes from regulatory proceedings;


•	government intervention that requires opening our broadband distribution networks to competitors;


•	our ability to obtain regulatory approval and satisfy other conditions necessary to close acquisitions and dispositions, and the impact of conditions imposed by competition and other regulatory authorities in connection with acquisitions;


•	our ability to successfully acquire new businesses and, if acquired, to integrate, realize anticipated efficiencies from and implement our business plan with respect to the businesses we have acquired or that we expect to acquire;


•	changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in other countries in which we operate;


•	changes in laws and government regulations that may impact the availability and cost of capital and the derivative instruments that hedge certain of our financial risks;


•	the ability of suppliers and vendors, including third-party channel providers and broadcasters (including our third-party wireless network provider under our MVNO arrangement), to timely deliver quality products, equipment, software, services and access;


•	the availability of attractive programming for our video services and the costs associated with such programming, including retransmission and copyright fees payable to public and private broadcasters;


•	uncertainties inherent in the development and integration of new business lines and business strategies;


•	our ability to adequately forecast and plan future network requirements, including the costs and benefits associated with our network extension and upgrade programs;


•	the availability of capital for the acquisition and/or development of telecommunications networks and services, including property and equipment additions;


•	problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire;


•	cybersecurity threats or other security breaches, including the leakage of sensitive customer data, which could harm our business or reputation;


•	the outcome of any pending or threatened litigation;


•	the loss of key employees and the availability of qualified personnel;


•	changes in the nature of key strategic relationships with partners and joint venturers;


•	our equity capital structure; and


•	events that are outside of our control, such as political unrest in international markets, terrorist attacks, malicious human acts, hurricanes and other natural disasters, pandemics and other similar events.

The broadband distribution and mobile service industries are changing rapidly and, therefore, the forward-looking statements of expectations, plans and intent in this Quarterly Report on Form 10-Q are subject to a significant degree of risk. These forward-looking statements and the above described risks, uncertainties and other factors speak only as of the date of this Quarterly Report on Form 10-Q, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. Readers are cautioned not to place undue reliance on any forward-looking statement.

Overview

General

We are an international provider of video, broadband internet, fixed-line telephony and mobile services. We provide residential and B2B communications services in (i) 18 countries, primarily in Latin America and the Caribbean, through C&W, (ii) Chile through VTR and (iii) Puerto Rico through Liberty Puerto Rico. C&W also provides (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its sub-sea and terrestrial fiber optic cable networks that connect over 40 markets in those regions.

Operations

At September 30, 2018, except as further described below under “Hurricane Impact Update” relating to C&W, we (i) owned and operated networks that passed 6,556,000 homes and served 5,280,200 revenue generating units (RGUs), comprising 2,203,000 broadband internet subscribers, 1,705,700 video subscribers and 1,371,500 fixed-line telephony subscribers and (ii) served 3,510,200 mobile subscribers. For information relating to non-organic adjustments at Liberty Puerto Rico, see below.

Hurricane Impact Update

In September 2017, Hurricanes Irma and Maria impacted a number of our markets in the Caribbean, resulting in varying degrees of damage to homes, businesses and infrastructure in these markets. The most extensive damage occurred in Puerto Rico and certain markets within our C&W reportable segment (collectively, the Impacted Markets).

At the time of Hurricanes Irma and Maria, we maintained an integrated group property and business interruption insurance program covering all of our markets, including the Impacted Markets, with a limit of up to $75 million per occurrence, which is generally subject to $15 million per occurrence of self-insurance. Although we are continuing to assess the alternatives under this insurance policy, we currently believe that the hurricanes will result in at least two occurrences. This policy is subject to the normal terms and conditions applicable to this type of insurance. We expect that the insurance recovery will only cover a portion of the incurred losses of each of our impacted businesses. As of September 30, 2018, we have received net advance payments from our third-party insurance provider totaling $50 million, of which $45 million was provided to Liberty Puerto Rico and $5 million was provided to C&W. Until such claims are legally settled, the net advance payments are included in other accrued and current liabilities in our condensed consolidated balance sheet.

Liberty Puerto Rico. In Puerto Rico, the damage caused by Hurricane Maria and, to a lesser extent Hurricane Irma, was extensive and widespread. In connection with these hurricanes, we experienced adverse impacts to the revenue, Adjusted OIBDA and RGUs of Liberty Puerto Rico during 2018 and the second half of 2017. As of September 30, 2018, we completed our restoration of Liberty Puerto Rico’s broadband communications network. In connection with our restoration work, we incurred approximately $142 million in property and equipment additions. As of September 30, 2018, we are providing service to 698,600 RGUs, as compared with 803,500 RGUs at August 31, 2017. Contributing to this decline in RGUs are non-organic adjustments totaling 57,200 RGUs that represent subscribers in areas where we have not restored the network.

In terms of liquidity for Liberty Puerto Rico, the cash provided by its operations was a significant source of pre-hurricane liquidity. As a result of the hurricane impacts, we did not generate positive cash from operations, inclusive of capital expenditures, at Liberty Puerto Rico until the three months ended September 30, 2018. In this regard, Liberty Puerto Rico’s liquidity needs following the hurricanes have been funded by (i) $45 million of the LCPR Equity Commitment received during 2018, (ii) insurance advances totaling $50 million ($45 million through a third-party insurance provider and the remainder through a captive insurance subsidiary) and (iii) beginning in the third quarter of 2018, cash from operations, inclusive of capital expenditures. Future liquidity sources may include further insurance proceeds, the remaining portion of the LCPR Equity Commitment through December 31, 2018 of up to $15 million, and cash from operations. For additional information regarding the LCPR Equity Commitment, see Material Changes in Financial Condition below. While no assurance can be given as to the ultimate amount or timing of liquidity to be received from insurance proceeds, we expect these existing and potential sources of liquidity will be sufficient to satisfy Liberty Puerto Rico’s liquidity requirements over the next twelve months.

C&W. C&W offers services over fixed and mobile networks, and portions of these networks in C&W’s Impacted Markets were significantly damaged as a result of the hurricanes. The most notable markets that continue to be impacted are the British Virgin Islands and Dominica. As of September 30, 2018, mobile services have been restored and we are in the final stages of restoring services to our fixed-line customers in these markets. As we are currently in the process of finalizing the subscriber count, which we expect to complete before December 31, 2018, we remain unable to accurately estimate our subscriber numbers as of September 30, 2018. Accordingly, the September 30, 2018 subscriber numbers reflect subscriber amounts as of August 31, 2017, as adjusted through September 30, 2018 for (i) net voluntary disconnects and (ii) disconnects related to customers whose accounts

are delinquent. Additionally, for C&W’s Impacted Markets, we are unable to accurately estimate our homes passed numbers as of September 30, 2018.

We currently estimate that approximately $50 million of property and equipment additions will be required to restore nearly all of the damaged networks in C&W’s Impacted Markets, of which approximately $40 million has been incurred following the hurricanes through September 30, 2018. The negative impacts of the hurricanes are declining as the networks are restored and customers are reconnected, and we do not expect there to be a material impact from the hurricanes on C&W’s revenue and Adjusted OIBDA during the remainder of 2018.

Material Changes in Results of Operations

In the following discussion, we quantify the estimated impact of acquisitions (the Acquisition Impact) on our operating results. The Acquisition Impact represents our estimate of the difference between the operating results of the periods under comparison that is attributable to an acquisition. Accordingly, in the following discussion, (i) organic increases exclude the operating results of an acquired entity during the first 12 months following the date of acquisition and (ii) the calculation of our organic change percentages exclude the Acquisition Impact of such entity.

Changes in foreign currency exchange rates may have a significant impact on our operating results, as VTR and certain entities within C&W have functional currencies other than the U.S. dollar. Our primary exposure to foreign currency translation effects (FX) risk during 2018 was to the Chilean peso, as 26.6% of our revenue during the three months ended September 30, 2018 was derived from VTR, whose functional currency is the Chilean peso. In addition, our operating results are impacted by changes in the exchange rates for other local currencies in Latin America and the Caribbean. The impacts to the various components of our results of operations that are attributable to changes in FX are highlighted below. For information concerning our foreign currency risks and applicable foreign currency exchange rates, see Item 3. Quantitative and Qualitative Disclosures About Market Risk—Foreign Currency Exchange Rates below.

The amounts presented and discussed below represent 100% of the revenue and Adjusted OIBDA of each reportable segment and our corporate operations, as further discussed in note 17 to our condensed consolidated financial statements. As we have the ability to control Liberty Puerto Rico and certain subsidiaries of C&W that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. As further described in note 18 to our condensed consolidated financial statements, in October 2018, we acquired the remaining 40.0% interest in Liberty Puerto Rico that we did not already own. The noncontrolling owners’ interests in the operating results of Liberty Puerto Rico and certain subsidiaries of C&W are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.

Prior to the Split-Off, Liberty Global allocated a portion of their corporate function costs to us, based primarily on the estimated percentage of time spent by corporate personnel providing services to us. Such costs were not intended to reflect the costs of operating as a standalone public company. Accordingly, our corporate-related SG&A costs have increased significantly during 2018, as compared with 2017, as a result of operating as a standalone company and incurring certain public company-related costs. These costs include executive, employee and board of directors expenses; insurance; costs related to the compliance with federal securities laws (including compliance with the Sarbanes-Oxley Act of 2002); and costs for financial reporting, tax administration, human resources functions and centralization of certain other corporate functions. These increases in costs are inclusive of costs that Liberty Global charges us in connection with certain of the Split-Off Agreements, as further described in note 12 to our condensed consolidated financial statements.

We are subject to inflationary pressures with respect to certain costs and foreign currency exchange risk with respect to costs and expenses that are denominated in currencies other than the respective functional currencies of our reportable segments. Any cost increases that we are not able to pass on to our subscribers would result in increased pressure on our operating margins.

Revenue

All of our reportable segments derive their revenue primarily from (i) residential communications services, including video, broadband internet and fixed-line telephony services, (ii) with the exception of Liberty Puerto Rico, residential mobile services, and (iii) B2B services. C&W also provides wholesale communication services over its sub-sea and terrestrial fiber optic cable networks. For detailed information regarding the composition of our reportable segments, see note 17 to our condensed consolidated financial statements.

While not specifically discussed in the below explanations of the changes in the revenue of our reportable segments, we are experiencing significant competition in all of our markets. This competition has an adverse impact on our ability to increase or

maintain our RGUs and/or average monthly subscription revenue per average fixed RGU or mobile subscriber, as applicable, (ARPU).

Variances in the subscription revenue that we receive from our customers are a function of (i) changes in the number of RGUs or mobile subscribers during the period and (ii) changes in ARPU. Changes in ARPU can be attributable to (i) changes in prices, (ii) changes in bundling or promotional discounts, (iii) changes in the tier of services selected, (iv) variances in subscriber usage patterns and (v) the overall mix of fixed and mobile products within a segment during the period. In the following discussion, we discuss ARPU changes in terms of the net impact of the above factors on the ARPU that is derived from our video, broadband internet, fixed-line telephony and mobile products. At Liberty Puerto Rico, variances in revenue during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, were significantly impacted by Hurricanes Maria and Irma.

The following tables set forth revenue by reportable segment:



	Three months ended September 30,						Increase
	2018			2017			$		%
	in millions, except percentages

C&W	$	581.1		$	578.9		$	2.2	0.4
VTR	245.9			242.2			3.7		1.5
Liberty Puerto Rico	99.6			88.6			11.0		12.4
Intersegment eliminations	(1.4		)	(1.6		)	0.2		N.M.
Total	$	925.2		$	908.1		$	17.1	1.9



	Nine months ended September 30,						Increase (decrease)
	2018			2017			$			%
	in millions, except percentages

C&W	$	1,750.3		$	1,737.2		$	13.1		0.8
VTR	769.9			702.6			67.3			9.6
Liberty Puerto Rico	241.7			303.6			(61.9		)	(20.4	)
Intersegment eliminations	(4.7		)	(3.5		)	(1.2		)	N.M.
Total	$	2,757.2		$	2,739.9		$	17.3		0.6

N.M. — Not Meaningful.

Consolidated. The increases during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase (decrease) of ($13 million) and $28 million, respectively, attributable to the impacts of FX and an increase of $10 million for the nine-month comparison attributable to the impact of the C&W Carve-out Acquisition. Excluding the effects of FX and the C&W Carve-out Acquisition, revenue increased (decreased) $30 million or 3.3% and ($20 million) or (0.7%), respectively. The organic increase for the three-month comparison includes increases of $12 million, $11 million and $7 million at VTR, Liberty Puerto Rico and C&W, respectively, as further discussed below. The organic decrease for the nine-month comparison primarily includes increases (decreases) of ($62 million), $38 million and $6 million at Liberty Puerto Rico, VTR and C&W, respectively, as further discussed below. In addition, during the third quarter of 2018, Liberty Puerto Rico received $11 million from the FCC, which positively impacted our revenue. For additional information regarding funding received during the third quarter of 2018, see notes 3 and 17 to our condensed consolidated financial statements.

As further described in notes 2 and 3 to our condensed consolidated financial statements, we adopted ASU 2014-09 effective January 1, 2018 using the cumulative effect transition method. The impacts to total revenue during the three and nine months ended September 30, 2018 were not material.

C&W. C&W’s revenue by major category is set forth below:



	Three months ended September 30,				Increase (decrease)
	2018		2017		$			%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	43.0	$	42.7	$	0.3		0.7
Broadband internet	57.1		50.9		6.2			12.2
Fixed-line telephony	25.0		28.8		(3.8		)	(13.2	)
Total subscription revenue	125.1		122.4		2.7			2.2
Non-subscription revenue	18.0		17.7		0.3			1.7
Total residential fixed revenue	143.1		140.1		3.0			2.1
Residential mobile revenue:
Subscription revenue	148.0		164.6		(16.6		)	(10.1	)
Non-subscription revenue	20.8		20.4		0.4			2.0
Total residential mobile revenue	168.8		185.0		(16.2		)	(8.8	)
Total residential revenue	311.9		325.1		(13.2		)	(4.1	)
B2B revenue:
Non-subscription revenue	207.6		199.7		7.9			4.0
Sub-sea network revenue	61.6		54.1		7.5			13.9
Total B2B revenue	269.2		253.8		15.4			6.1
Total	$	581.1	$	578.9	$	2.2		0.4



	Nine months ended September 30,				Increase (decrease)
	2018		2017		$			%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	128.9	$	122.9	$	6.0		4.9
Broadband internet	167.2		156.0		11.2			7.2
Fixed-line telephony	77.8		86.2		(8.4		)	(9.7	)
Total subscription revenue	373.9		365.1		8.8			2.4
Non-subscription revenue	50.3		54.2		(3.9		)	(7.2	)
Total residential fixed revenue	424.2		419.3		4.9			1.2
Residential mobile revenue:
Subscription revenue	454.2		485.0		(30.8		)	(6.4	)
Non-subscription revenue	64.5		61.9		2.6			4.2
Total residential mobile revenue	518.7		546.9		(28.2		)	(5.2	)
Total residential revenue	942.9		966.2		(23.3		)	(2.4	)
B2B revenue:
Non-subscription revenue	624.4		612.4		12.0			2.0
Sub-sea network revenue	183.0		158.6		24.4			15.4
Total B2B revenue	807.4		771.0		36.4			4.7
Total	$	1,750.3	$	1,737.2	$	13.1		0.8

The details of the changes in C&W’s revenue during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, are set forth below:



	Three-month period									Nine-month period
	Subscription revenue			Non-subscription revenue			Total			Subscription revenue			Non-subscription revenue			Total
	in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	8.1		$	—		$	8.1		$	16.2		$	—		$	16.2
ARPU (b)	(4.1		)	—			(4.1		)	(6.4		)	—			(6.4		)
Increase (decrease) in residential fixed non-subscription revenue (c)	—			0.5			0.5			—			(3.7		)	(3.7		)
Total increase (decrease) in residential fixed revenue	4.0			0.5			4.5			9.8			(3.7		)	6.1
Increase (decrease) in residential mobile revenue (d)	(15.3		)	0.5			(14.8		)	(30.2		)	2.7			(27.5		)
Increase in B2B non-subscription revenue (e)	—			10.4			10.4			—			11.0			11.0
Increase in B2B sub-sea network revenue (f)	—			6.9			6.9			—			16.0			16.0
Total organic increase (decrease)	(11.3		)	18.3			7.0			(20.4		)	26.0			5.6
Impact of the C&W Carve-out Acquisition	—			—			—			—			9.5			9.5
Impact of FX	(2.6		)	(2.2		)	(4.8		)	(1.6		)	(0.4		)	(2.0		)
Total	$	(13.9	)	$	16.1		$	2.2		$	(22.0	)	$	35.1		$	13.1


(a)	The increases are primarily attributable to higher broadband internet, video and fixed-line telephony RGUs.

(b)

The decrease for the three-month comparison is due to the net effect of (i) lower ARPU from fixed-line telephony and video services, (ii) higher ARPU from broadband internet services and (iii) an improvement in RGU mix. The decrease for the nine-month comparison is attributable to the net effect of (i) lower ARPU from fixed-line telephony and broadband internet services, (ii) an improvement in RGU mix and (iii) higher ARPU from video services. The three and nine-month comparisons also include the positive impact of $3 million in customer credits recorded during the third quarter of 2017 associated with service interruptions resulting from the hurricanes.


(c)	The decrease for the nine-month comparison is mostly due to lower interconnect revenue, primarily associated with lower volumes in Panama and Trinidad and Tobago.

(d)

The decreases in mobile subscription revenue are primarily attributable to (i) lower average subscribers in the Bahamas and Panama and (ii) lower ARPU from mobile services, as declines in Panama and the Bahamas were slightly offset for the nine-month comparison by increases in (a) the hurricane impacted markets, due to higher data usage, and (b) Jamaica. These decreases also include declines of $1 million and $4 million, respectively, from the adoption of ASU 2014-09, as further described in notes 2 and 3 to our condensed consolidated financial statements. The increase in mobile non-subscription revenue for the nine-month comparison is primarily attributable to the net impact of (i) higher revenue resulting from lower discounts on handset sales in Panama and (ii) lower revenue driven by decreased volumes of handset sales, primarily in Panama and the Bahamas. This increase also includes higher revenue of $2 million attributable to the adoption of ASU 2014-09, as further described in notes 2 and 3 to our condensed consolidated financial statements.


(e)	The increases are primarily due to higher project-related revenue in managed services, largely driven by Networks & LatAm, Jamaica and individually insignificant changes across other C&W markets. These increases were slightly offset by (i) lower revenue from fixed-line services in Panama, the hurricane impacted markets and Barbados and (ii) lower revenue from mobile services in Panama.

(f)

The increases are primarily due to the net effect of (i) increases of $3 million and $9 million, respectively, from the adoption of ASU 2014-09, as further described in notes 2 and 3 to our condensed consolidated financial statements, (ii) increases from capacity sales on C&W’s sub-sea network to new and existing customers and (iii) a decrease for the nine-month comparison of $5 million associated with sub-sea revenue recognized on a cash basis related to services provided to a significant customer.

VTR. VTR’s revenue by major category is set forth below:



	Three months ended September 30,				Increase (decrease)
	2018		2017		$			%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	94.0	$	92.4	$	1.6		1.7
Broadband internet	92.0		87.5		4.5			5.1
Fixed-line telephony	29.3		33.8		(4.5		)	(13.3	)
Total subscription revenue	215.3		213.7		1.6			0.7
Non-subscription revenue	5.6		7.2		(1.6		)	(22.2	)
Total residential fixed revenue	220.9		220.9		—			—
Residential mobile revenue:
Subscription revenue	15.4		14.7		0.7			4.8
Non-subscription revenue	3.1		2.4		0.7			29.2
Total residential mobile revenue	18.5		17.1		1.4			8.2
Total residential revenue	239.4		238.0		1.4			0.6
B2B revenue:
Subscription revenue	6.4		4.2		2.2			52.4
Non-subscription revenue	0.1		—		0.1			N.M.
Total B2B revenue	6.5		4.2		2.3			54.8
Total	$	245.9	$	242.2	$	3.7		1.5



	Nine months ended September 30,				Increase (decrease)
	2018		2017		$			%
	in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue:
Video	$	293.4	$	268.1	$	25.3		9.4
Broadband internet	284.8		253.4		31.4			12.4
Fixed-line telephony	96.0		101.3		(5.3		)	(5.2	)
Total subscription revenue	674.2		622.8		51.4			8.3
Non-subscription revenue	19.4		20.8		(1.4		)	(6.7	)
Total residential fixed revenue	693.6		643.6		50.0			7.8
Residential mobile revenue:
Subscription revenue	47.7		40.5		7.2			17.8
Non-subscription revenue	10.0		7.7		2.3			29.9
Total residential mobile revenue	57.7		48.2		9.5			19.7
Total residential revenue	751.3		691.8		59.5			8.6
B2B revenue:
Subscription revenue	18.2		10.4		7.8			75.0
Non-subscription revenue	0.4		0.4		—			—
Total B2B revenue	18.6		10.8		7.8			72.2
Total	$	769.9	$	702.6	$	67.3		9.6

The details of the changes in VTR’s revenue during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, are set forth below:



	Three-month period									Nine-month period
	Subscription revenue			Non-subscription revenue			Total			Subscription revenue		Non-subscription revenue			Total
	in millions
Increase in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	2.5		$	—		$	2.5		$	10.4	$	—		$	10.4
ARPU (b)	6.4			—			6.4			15.1		—			15.1
Decrease in residential fixed non-subscription revenue	—			(1.4		)	(1.4		)	—		(2.3		)	(2.3		)
Total increase (decrease) in residential fixed revenue	8.9			(1.4		)	7.5			25.5		(2.3		)	23.2
Increase in residential mobile revenue (c)	1.2			0.8			2.0			5.4		1.9			7.3
Increase (decrease) in B2B revenue (d)	2.4			0.1			2.5			7.2		(0.1		)	7.1
Total organic increase (decrease)	12.5			(0.5		)	12.0			38.1		(0.5		)	37.6
Impact of FX	(8.0		)	(0.3		)	(8.3		)	28.3		1.4			29.7
Total	$	4.5		$	(0.8	)	$	3.7		$	66.4	$	0.9		$	67.3


(a)	The increases are attributable to the net effect of (i) higher broadband internet and video RGUs and (ii) lower fixed-line telephony RGUs.


(b)	The increases are due to the net effect of (i) higher ARPU from video services, (ii) improvements in RGU mix, (iii) higher ARPU from broadband internet services and (iv) lower ARPU from fixed-line telephony services.


(c)	The increases in mobile subscription revenue are due to higher average numbers of mobile subscribers partially offset by lower ARPU from mobile services.


(d)	The increases in subscription revenue are primarily attributable to higher average numbers of broadband internet, video and fixed-line telephony small or home office (SOHO) RGUs. Contributing to these increases was the conversion of certain residential subscribers to SOHO customers.

Liberty Puerto Rico. Due to the significant impact of the hurricanes on the operations of our Liberty Puerto Rico segment, we have provided supplementary sequential information in order to provide a meaningful analysis of Liberty Puerto Rico’s business, including recovery after the hurricanes. Accordingly, Liberty Puerto Rico’s revenue by major category during each of the (i) three months ended September 30, 2018, June 30, 2018 and September 30, 2017, and (ii) nine months ended September 30, 2018 and 2017 is set forth below:



	Three months ended						Nine months ended
	September 30, 2018		June 30, 2018		September 30, 2017		September 30, 2018		September 30, 2017
	in millions
Residential fixed revenue:
Subscription revenue:
Video	$	32.2	$	29.8	$	34.7	$	85.3	$	120.1
Broadband internet	36.0		32.4		35.0		93.7		116.9
Fixed-line telephony	5.1		4.6		5.8		13.2		18.5
Total subscription revenue	73.3		66.8		75.5		192.2		255.5
Non-subscription revenue	4.0		3.4		4.2		9.1		16.1
Total residential fixed revenue	77.3		70.2		79.7		201.3		271.6
B2B revenue:
Subscription revenue	5.8		5.1		3.7		15.2		17.2
Non-subscription revenue	4.3		4.0		3.5		11.3		10.6
Total B2B revenue	10.1		9.1		7.2		26.5		27.8
Other revenue	12.2		1.0		1.7		13.9		4.2
Total	$	99.6	$	80.3	$	88.6	$	241.7	$	303.6

Liberty Puerto Rico’s revenue increased (decreased) $11 million and ($62 million) during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These changes include an increase associated with $11 million received in August 2018 from the FCC. The FCC granted these funds to help restore and improve coverage and service quality from damages caused by Hurricanes Irma and Maria. Excluding the impact of the FCC funding, revenue for the three-month comparison remained relatively flat as a decrease in revenue attributable to a lower average number of RGUs, as further explained in Overview above, was offset by an increase in revenue from SOHO and business data services. Excluding the impact of the FCC funding, the decrease in revenue for the nine-month comparison is primarily attributable to the hurricanes.

The table below presents changes in (i) residential fixed subscription revenue due to changes in the average number of RGUs and ARPU, (ii) residential fixed non-subscription revenue, (iii) B2B revenue and (iv) other revenue, each reflective of changes during the three months ended September 30, 2018, as compared to the three months ended June 30, 2018.



	Subscription revenue			Non-subscription revenue		Total
	in millions
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)	$	7.2		$	—	$	7.2
ARPU	(0.7		)	—		(0.7		)
Increase in residential fixed non-subscription revenue	—			0.6		0.6
Total increase in residential fixed revenue	6.5			0.6		7.1
Increase in B2B revenue	0.7			0.3		1.0
Increase in other revenue (b)	—			11.2		11.2
Total	$	7.2		$	12.1	$	19.3


(a)	The increase is attributable to increases in broadband internet, video and fixed-line telephony RGUs resulting from our efforts to restore services to existing customers following the hurricanes and the provision of services to new customers. For additional information regarding our hurricane recovery efforts, see the discussion under Overview above.


(b)	The increase is mostly attributable to the receipt of $11 million from the FCC in August 2018, as further described above.

Programming and Other Direct Costs of Services

General. Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, costs of mobile handsets and other devices and other direct costs related to our operations. Programming and copyright costs, which represent a significant portion of our operating costs, may increase in future periods as a result of (i) higher costs associated with the expansion of our digital video content, including rights associated with ancillary product offerings and rights that provide for the broadcast of live sporting events, (ii) rate increases or (iii) growth in the number of our enhanced video subscribers.

The following tables set forth programming and other direct costs of services by reportable segment:



	Three months ended September 30,						Increase (decrease)
	2018			2017			$			%
	in millions, except percentages

C&W	$	130.3		$	128.1		$	2.2		1.7
VTR	68.0			65.5			2.5			3.8
Liberty Puerto Rico	21.3			21.7			(0.4		)	(1.8	)
Intersegment eliminations	(1.3		)	(1.8		)	0.5			N.M.
Total	$	218.3		$	213.5		$	4.8		2.2



	Nine months ended September 30,						Increase (decrease)
	2018			2017			$			%
	in millions, except percentages

C&W	$	390.7		$	397.1		$	(6.4	)	(1.6	)
VTR	208.9			190.1			18.8			9.9
Liberty Puerto Rico	57.5			76.3			(18.8		)	(24.6	)
Intersegment eliminations	(4.6		)	(3.6		)	(1.0		)	N.M.
Total	$	652.5		$	659.9		$	(7.4	)	(1.1	)

N.M. — Not Meaningful.

Consolidated. The changes in programming and other direct costs of services during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase (decrease) of ($4 million) and $7 million, respectively, attributable to the impacts of FX and an increase of $4 million for the nine-month comparison attributable to the impact of the C&W Carve-out Acquisition. Excluding the effects of FX and the C&W Carve-out Acquisition, our programming and other direct costs of services increased (decreased) $9 million or 4.0% and ($19 million) or (2.8%), respectively. The organic changes primarily include a decline at Liberty Puerto Rico of $19 million for the nine-month comparison, increases at VTR of $5 million and $11 million, respectively, and an increase (decrease) at C&W of $4 million and ($10 million), respectively, as further discussed below.

C&W. The changes in C&W’s programming and other direct costs of services during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase of $4 million for the nine-month comparison attributable to the impact of the C&W Carve-out Acquisition and decreases of $2 million and $1 million, respectively, attributable to the impacts of FX. Excluding the effects of the C&W Carve-out Acquisition and FX, C&W’s programming and other direct costs of services increased (decreased) $4 million or 2.9% and ($10 million) or (2.5%), respectively. These changes include the following factors:


•	A decrease in mobile handset costs of $8 million or 11.5% for the nine-month comparison, primarily due to lower volumes of mobile handset sales;


•	Decreases in programming and copyright costs of $2 million or 5.9% and $7 million or 6.1%, respectively, primarily due to lower content costs associated with renegotiated contracts;


•	Increases in interconnect and access costs of $4 million or 7.3% and $2 million or 1.3%, respectively, primarily due to (i) higher access costs associated with an increase in wholesale and managed services projects and (ii) for the three-month comparison, higher interconnect rates; and


•	Net increases resulting from other individually insignificant changes in other direct cost categories.

VTR. The increases in VTR’s programming and other direct costs of services during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase (decrease) of ($2 million) and $8 million, respectively, due to FX. Excluding the effects of FX, VTR’s programming and other direct costs of services increased $5 million or 7.3% and $11 million or 5.7%, respectively. These increases include the following factors:

•

Increases in programming and copyright costs of $3 million or 6.9% and $6 million or 4.7%, respectively, primarily due to the net effect of (i) increases in certain premium and basic content costs resulting from rate increases, (ii) decreases in the foreign currency impact of programming contracts denominated in U.S. dollars, (iii) higher costs associated with video-on-demand and catch-up television and (iv) increases in subscribers and rates for certain premium channels; and


•	Increases in interconnect and access costs of $1 million or 7.9% and $3 million or 6.9%, respectively, primarily due to higher MVNO charges related to higher mobile traffic. Additionally, our interconnect costs remained flat, as the impacts of higher rates were mostly offset by lower call volumes.

Liberty Puerto Rico. Liberty Puerto Rico’s programming and other direct costs of services were $21 million and $22 million during the three months ended September 30, 2018 and 2017, respectively, and $58 million and $76 million during the nine months ended September 30, 2018 and 2017, respectively. The three months ended September 30, 2018 and 2017 include credits received from programming vendors stemming from Hurricanes Maria and Irma of $1 million and $4 million, respectively. The slight decrease in programming and other direct costs for the three-month comparison primarily reflects the impact of a lower average number of enhanced video subscribers of $3 million, largely offset by the impact of fewer credits received during the 2018 period. The nine months ended September 30, 2018 and 2017 include credits received from programming vendors stemming from Hurricanes Maria and Irma of $11 million and $4 million, respectively. The decrease in programming and other direct costs of services for the nine-month comparison reflects the combined impact of a lower average number of enhanced video subscribers of $11 million and higher credits received during the 2018 period.

Other Operating Expenses

General. Other operating expenses include network operations, customer operations, customer care, share-based compensation and other costs related to our operations.

The following tables set forth other operating expenses by reportable segment:



	Three months ended September 30,					Increase (decrease)
	2018		2017			$			%
	in millions, except percentages

C&W	$	106.0	$	113.3		$	(7.3	)	(6.4	)
VTR	37.3		40.4			(3.1		)	(7.7	)
Liberty Puerto Rico	14.1		15.1			(1.0		)	(6.6	)
Intersegment eliminations	—		0.2			(0.2		)	N.M.
Total other operating expenses excluding share-based compensation expense	157.4		169.0			(11.6		)	(6.9	)
Share-based compensation expense	0.2		(0.1		)	0.3			(300.0	)
Total	$	157.6	$	168.9		$	(11.3	)	(6.7	)



	Nine months ended September 30,					Increase (decrease)
	2018			2017		$			%
	in millions, except percentages

C&W	$	323.5		$	341.0	$	(17.5	)	(5.1	)
VTR	120.1			115.3		4.8			4.2
Liberty Puerto Rico	41.0			45.4		(4.4		)	(9.7	)
Intersegment eliminations	(0.1		)	0.1		(0.2		)	N.M.
Total other operating expenses excluding share-based compensation expense	484.5			501.8		(17.3		)	(3.4	)
Share-based compensation expense	0.4			0.5		(0.1		)	(20.0	)
Total	$	484.9		$	502.3	$	(17.4	)	(3.5	)

N.M. — Not Meaningful.

Consolidated. The decreases in other operating expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase (decrease) of ($2 million) and $5 million, respectively, attributable to the impacts of FX, and an increase of $3 million for the nine-month comparison attributable to the impact of the C&W Carve-out Acquisition. Our other operating expenses include share-based compensation expense. For additional information, see the discussion under Share-based compensation expense (included in other operating and SG&A expenses) below. Excluding the effects of FX, the C&W Carve-out Acquisition and share-based compensation expense, our other operating expenses decreased $10 million or 5.8% and $25 million or 4.9%, respectively. The organic decreases primarily include (i) declines of $7 million and $20 million, respectively, at C&W, (ii) declines of $1 million and $4 million, respectively, at Liberty Puerto Rico and (iii) a decrease of $2 million for the three-month comparison at VTR, as further discussed below.

C&W. The decrease in C&W’s other operating expenses during the nine months ended September 30, 2018, as compared to the corresponding period in 2017, primarily includes an increase of $3 million attributable to the impact of the C&W Carve-out Acquisition. Excluding the effects of the C&W Carve-out Acquisition, C&W’s other operating expenses (exclusive of share-based compensation expense) decreased $7 million or 6.0% and $20 million or 5.9% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These decreases include the following factors:

•

Decreases in bad debt and collection expenses of $4 million or 26.0% and $10 million or 23.0%, respectively, due to the net effect of (i) better than expected collections in 2018, including a $3 million recovery during the first quarter related to provisions established following the impacts of Hurricanes Irma and Maria, (ii) decreases resulting from provisions recorded during (a) the third quarter of 2017 in connection with Hurricanes Irma and Maria of $4 million and (b) the first quarter of 2017 in connection with Hurricane Matthew, and (iii) increases primarily related to higher collection-related costs in certain of our markets;


•	A decrease in personnel costs of $4 million or 5.1% for the nine-month comparison, primarily due to (i) lower staffing levels and (ii) higher capitalized labor costs, primarily associated with network-related projects in 2018;


•	A decrease in outsourced labor and professional fees of $2 million or 6.6% for the nine-month comparison, primarily due to cost-saving initiatives;

•

An increase (decrease) in network-related expenses of $1 million or 1.5% and ($1 million) or (0.9%), respectively. The increase for the three-month comparison is primarily due to the net effect of (i) higher operating costs, primarily associated with an increase in B2B sales, (ii) lower repair costs, primarily associated with damages sustained from Hurricanes Irma and Maria, and (iii) lower maintenance costs. The decrease for the nine-month comparison is primarily due to the net effect of (i) network repair costs incurred in the first quarter of 2017 associated with damages sustained from Hurricane Matthew and, to a lesser extent, during the third quarter of 2017 associated with damages sustained from Hurricanes Irma and Maria of $2 million, (ii) network repair costs incurred in the first half of 2018, including costs associated with (a) sub-sea fiber repairs and (b) damages sustained from Hurricanes Irma and Maria, (iii) lower maintenance costs and (iv) the impact of the reassessment of certain accruals during the second quarter of 2017; and


•	Net decreases resulting from other individually insignificant changes in other operating expense categories.

VTR. The changes in VTR’s other operating expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase (decrease) of ($1 million) and $5 million, respectively, due to FX. Excluding the effects of FX, VTR’s other operating expenses (exclusive of share-based compensation expenses) decreased $2 million or 4.5% for the three-month comparison and remained flat for the nine-month comparison. These changes include the following factors:

•

An increase (decrease) in network-related expenses of ($1 million) or (5.6%) and $3 million or 6.2%, respectively. The decrease for the three-month comparison is primarily due to decreases in maintenance costs. The increase for the nine-month comparison primarily relates to increases in (i) supply chain services provided by a third party as a result of the outsourcing of our operations and logistics center beginning in the first quarter of 2018 and (ii) maintenance costs;


•	A decrease in bad debt and collection expenses of $1 million or 10.6% and $2 million or 11.4%, respectively;


•	For the nine-month comparison, a decrease in personnel costs of $2 million or 6.0%, primarily resulting from the net effect of (i) decreases in costs related to outsourcing our operations and logistics center beginning in the first quarter of 2018 and (ii) lower proportions of capitalized labor associated with engineering projects and business support systems; and


•	For the nine-month comparison, a net increase resulting from other individually insignificant changes in other operating expense categories.

Liberty Puerto Rico. The decreases in Liberty Puerto Rico’s other operating expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, are primarily due to the net effect of lower various indirect expenses of approximately $1 million and $4 million, respectively, predominantly related to (i) lower bad debt expense, (ii) for the nine-month comparison, lower franchise fees and network-related expenses, and (iii) higher call center costs, all as a result of the hurricanes. In addition, for the nine month comparison, we experienced slightly higher personnel costs of $2 million resulting from hurricane recovery efforts, which are net of a $1 million hurricane disaster relief credit from the Puerto Rico treasury department, representing relief for wages paid to employees during the period of time our business was inoperable as a result of the hurricanes.

SG&A Expenses

General. SG&A expenses include human resources, information technology, general services, management, finance, legal, external sales and marketing costs, share-based compensation and other general expenses.

The following tables set forth SG&A by reportable segment and our corporate category:



	Three months ended September 30,					Increase (decrease)
	2018			2017		$			%
	in millions, except percentages

C&W	$	118.3		$	117.8	$	0.5		0.4
VTR	40.5			38.3		2.2			5.7
Liberty Puerto Rico	14.2			12.2		2.0			16.4
Corporate	12.6			5.1		7.5			147.1
Intersegment eliminations	(0.1		)	—		(0.1		)	N.M.
Total SG&A expenses excluding share-based compensation expense	185.5			173.4		12.1			7.0
Share-based compensation expense	11.4			3.4		8.0			235.3
Total	$	196.9		$	176.8	$	20.1		11.4



	Nine months ended September 30,				Increase
	2018		2017		$		%
	in millions, except percentages

C&W	$	356.9	$	348.7	$	8.2	2.4
VTR	130.7		115.3		15.4		13.4
Liberty Puerto Rico	39.5		37.2		2.3		6.2
Corporate	34.9		15.4		19.5		126.6
Total SG&A expenses excluding share-based compensation expense	562.0		516.6		45.4		8.8
Share-based compensation expense	26.4		11.4		15.0		131.6
Total	$	588.4	$	528.0	$	60.4	11.4

N.M. — Not Meaningful.

Consolidated. The increases in SG&A expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase (decrease) of ($2 million) and $5 million, respectively, attributable to the impacts of FX and an increase of $1 million for the nine-month comparison attributable to the impact of the C&W Carve-out Acquisition. Our SG&A expenses include share-based compensation expense. For additional information, see the discussion under Share-based compensation expense (included in other operating and SG&A expenses) below. Excluding the effects of FX, the C&W Carve-out Acquisition and share-based compensation expense, our SG&A expenses increased $14 million or 8.1% and $39

million or 7.6%, respectively. The organic increases primarily include increases at (i) VTR of $4 million and $10 million, respectively, (ii) C&W of $1 million and $7 million, respectively, (iii) Liberty Puerto Rico of $2 million for each of the comparative periods and (iv) Corporate of $8 million and $20 million, respectively, as further discussed below.

C&W. The increases in C&W’s SG&A expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, primarily include a decrease of $1 million for the three-month comparison attributable to the impact of FX and an increase of $1 million for the nine-month comparison attributable to the impact of the C&W Carve-out Acquisition. Excluding the effects of the C&W Carve-out Acquisition and FX, C&W’s SG&A expenses (exclusive of share-based compensation expense) increased $1 million or 1.0% and $7 million or 2.1% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases include the following factors:


•	Increases in personnel costs of $1 million or 1.3% and $8 million or 4.9%, respectively, primarily due to (i) higher incentive compensation costs for the nine-month comparison, (ii) increased staffing levels and (iii) wage increases across certain markets;


•	A decrease in outsourced labor and professional fees of $2 million or 6.5% for the nine-month comparison, primarily due to lower call center costs in Panama;


•	Decreases in information technology-related expenses of $2 million or 25.1% and $2 million or 7.2%, respectively, primarily due to lower costs associated with renegotiated contracts; and


•	Increases of $1 million and $2 million, respectively, related to higher insurance premiums.

VTR. The increases in VTR’s SG&A expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include an increase (decrease) of ($1 million) and $5 million, respectively, due to FX. Excluding the effects of FX, VTR’s SG&A expenses (exclusive of share-based compensation expense) increased $4 million or 9.1% and $10 million or 8.8%, respectively. These increases include the following factors:


•	Increases in sales, marketing and advertising expenses of $1 million or 8.7% and $7 million or 18.2%, respectively, primarily due to higher (i) sales commissions to third-party dealers and (ii) costs associated with advertising campaigns;


•	Increases in professional services of $2 million or 44.8% and $3 million or 25.3%, respectively, primarily due to information technology services for business support systems; and


•	For the nine-month comparison, a decrease in facilities related expenses of $1 million or 8.1%, primarily due to decreases (i) associated with the outsourcing of our operations and logistics center and (ii) in office-related expenses.

Liberty Puerto Rico. The increases in Liberty Puerto Rico’s SG&A expenses (exclusive of share-based compensation expense) during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, include the following factors:


•	Increases of $1 million for each of the comparative periods related to higher insurance premiums;


•	For the nine-month comparison, an increase in sales, marketing and advertising expenses of $1 million or 16.7%, primarily due to higher costs associated with advertising campaigns; and

•

Increases in personnel costs of $1 million or 14.5% and $1 million or 3.2%, respectively, mostly driven by higher sales commissions. In addition, the nine-month comparison includes a $1 million hurricane disaster relief credit from the Puerto Rico treasury department, representing relief for wages paid to employees during the period of time our business was inoperable as a result of the hurricanes.

Corporate. The increases in Corporate’s SG&A expenses during the three and nine months ended September 30, 2018, as compared to the corresponding periods in 2017, are primarily attributable to added costs associated with being a separate public company, including increases in personnel costs and professional services. The increases in costs are inclusive of costs that Liberty Global charges us in connection with certain of the Split-Off Agreements, as further described in note 12 to our condensed consolidated financial statements.

Adjusted OIBDA

Adjusted OIBDA is the primary measure used by our chief operating decision maker to evaluate segment operating performance. For the definition of this performance measure and for a reconciliation of total Adjusted OIBDA to our earnings (loss) before income taxes, see note 17 to our condensed consolidated financial statements.

The following tables set forth Adjusted OIBDA by reportable segment and our corporate category:



	Three months ended September 30,						Increase (decrease)
	2018			2017			$			%
	in millions, except percentages

C&W	$	226.5		$	219.7		$	6.8		3.1
VTR	100.1			98.0			2.1			2.1
Liberty Puerto Rico	50.0			39.6			10.4			26.3
Corporate	(12.6		)	(5.1		)	(7.5		)	147.1
Total	$	364.0		$	352.2		$	11.8		3.4



	Nine months ended September 30,						Increase (decrease)
	2018			2017			$			%
	in millions, except percentages

C&W	$	679.2		$	650.4		$	28.8		4.4
VTR	310.2			281.9			28.3			10.0
Liberty Puerto Rico	103.7			144.7			(41.0		)	(28.3	)
Corporate	(34.9		)	(15.4		)	(19.5		)	126.6
Total	$	1,058.2		$	1,061.6		$	(3.4	)	(0.3	)

Adjusted OIBDA Margin

The following table sets forth the Adjusted OIBDA margins (Adjusted OIBDA divided by revenue) of each of our reportable segments:



	Three months ended September 30,		Nine months ended September 30,
	2018	2017	2018	2017
	%

C&W	39.0	38.0	38.8	37.4
VTR	40.7	40.5	40.3	40.1
Liberty Puerto Rico	50.2	44.7	42.9	47.7

Adjusted OIBDA margin is impacted by organic changes in revenue, programming and other direct costs of services, other operating expenses and SG&A expenses as further discussed above. For Liberty Puerto Rico, the increase in Adjusted OIBDA margin for the three-month comparison is primarily due to $11 million received from the FCC during the third quarter of 2018. Excluding the effect of the FCC funding, Adjusted OIBDA margin remained relatively flat. For the nine-month comparison, Adjusted OIBDA margin for Liberty Puerto Rico decreased primarily due to the net effect of (i) the adverse impacts of Hurricanes Maria and Irma, as more fully described in Overview above, and (ii) funding from the FCC. Additionally, Adjusted OIBDA margin for Liberty Puerto Rico improved to 50.2% during the third quarter of 2018 as compared to 44.5% during the second quarter of 2018, primarily due to funding from the FCC. For additional information regarding the FCC funding, see note 3 to our condensed consolidated financial statements.

Share-based compensation expense (included in other operating and SG&A expenses)

Share-based compensation expense increased $8 million and $15 million during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases are primarily due to (i) equity awards granted during 2018 and (ii) increases in the number of Liberty Latin America employees that hold Liberty Latin America equity awards as a result of the Split-Off. Additionally, our share-based compensation expense includes $1 million and $3 million during the three and nine months ended September 30, 2018, respectively, related to estimated annual 2018 bonuses that will be settled with Liberty Latin America Shares.

For additional information regarding our share-based compensation, see note 14 to our condensed consolidated financial statements.

Depreciation and amortization expense

Our depreciation and amortization expense increased $5 million or 2.6% and $28 million or 4.8% during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. Excluding the effect of FX, depreciation and amortization expense increased $7 million or 3.6% and $26 million or 4.4%, respectively. These increases are primarily due to the net effect of (i) increases in property and equipment additions associated with the expansion and upgrade of our networks and other capital initiatives and (ii) decreases associated with certain assets becoming fully depreciated.

Impairment, restructuring and other operating items, net

We recognized impairment, restructuring and other operating items, net, of $9 million and $55 million during the three and nine months ended September 30, 2018, respectively, and $355 million and $379 million during the three and nine months ended September 30, 2017, respectively.

During the three and nine months ended September 30, 2018, we incurred restructuring charges of $6 million and $37 million, respectively, which include $3 million and $31 million, respectively, of employee severance and termination costs related to certain reorganization activities, primarily at C&W.

During the three and nine months ended September 30, 2017, we incurred (i) impairment charges of $343 million recorded during the third quarter related to the reduction of the carrying values of our goodwill, property and equipment and other indefinite-lived intangible assets associated with Liberty Puerto Rico and certain reporting units within C&W due to the impacts of Hurricanes Irma and Maria and (ii) restructuring charges of $9 million and $26 million, respectively, including $7 million and $22 million, respectively, of employee severance and termination costs related to certain reorganization activities, primarily at C&W.

For additional information regarding our impairment and restructuring charges, see notes 8 and 13, respectively, to our condensed consolidated financial statements.

Interest expense

Our interest expense increased $11 million and $32 million during the three and nine months ended September 30, 2018, respectively, as compared to the corresponding periods in 2017. These increases are primarily attributable to (i) increases resulting from the adoption of ASU 2014-09, as further described in notes 2 and 3 to our condensed consolidated financial statements, (ii) decreases associated with the net accretion of premiums and discounts and (iii) higher average outstanding debt balances.

For additional information regarding our outstanding indebtedness, see note 9 to our condensed consolidated financial statements.

It is possible that the interest rates on (i) any new borrowings could be higher than the current interest rates on our existing indebtedness and (ii) our variable-rate indebtedness could increase in future periods. As further discussed in note 5 to our condensed consolidated financial statements, we use derivative instruments to manage our interest rate risks.

Realized and unrealized gains (losses) on derivative instruments, net

Our realized and unrealized gains or losses on derivative instruments include (i) unrealized changes in the fair values of our derivative instruments that are non-cash in nature until such time as the derivative contracts are fully or partially settled and (ii) realized gains or losses upon the full or partial settlement of the derivative contracts. The details of our realized and unrealized gains (losses) on derivative instruments, net, are as follows:



	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
	in millions

Cross-currency and interest rate derivative contracts (a)	$	8.4	$	(70.5	)	$	63.7	$	(107.8	)
Foreign currency forward contracts	0.5		(8.1		)	18.8		(7.3		)
Total	$	8.9	$	(78.6	)	$	82.5	$	(115.1	)

(a)

The gains during the three and nine months ended September 30, 2018 are primarily attributable to (i) changes in FX rates and (ii) changes in interest rates. In addition, the gains during the 2018 periods include net losses of $1 million and $22 million, respectively, resulting from changes in our credit risk valuation adjustments. The losses during the three and nine months ended September 30, 2017 are primarily attributable to (i) changes in FX rates and (ii) changes in interest rates. In addition, the losses during the 2017 periods include net gains of $4 million and $9 million, respectively, resulting from changes in our credit risk valuation adjustments.

For additional information concerning our derivative instruments, see notes 5 and 6 to our condensed consolidated financial statements and Item 3. Qualitative and Quantitative Disclosures about Market Risk below.

Foreign currency transaction gains (losses), net

Our foreign currency transaction gains or losses primarily result from the remeasurement of monetary assets and liabilities that are denominated in currencies other than the underlying functional currency of the applicable entity. Unrealized foreign currency transaction gains or losses are computed based on period-end exchange rates and are non-cash in nature until such time as the amounts are settled. The details of our foreign currency transaction gains (losses), net, are as follows:



	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
	in millions

U.S. dollar-denominated debt issued by a Chilean peso functional currency entity	$	(6.5	)	$	52.7		$	(92.5	)	$	65.9
British pound sterling-denominated debt issued by a U.S. dollar functional currency entity	2.4			(12.6		)	7.1			(20.1		)
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency	(19.3		)	(1.6		)	(31.6		)	(3.8		)
Other	7.0			5.0			(4.1		)	(0.8		)
Total	$	(16.4	)	$	43.5		$	(121.1	)	$	41.2

Losses on debt modification and extinguishment

We recognized losses on debt modification and extinguishment of nil and $13 million during the three and nine months ended September 30, 2018, respectively, and $26 million and $54 million during the three and nine months ended September 30, 2017, respectively. The loss during the nine months ended September 30, 2018 represents the write-off of unamortized discounts and deferred financing costs associated with the repayment of the C&W Term Loan B-3 Facility during the first quarter of 2018. The loss during the nine months ended September 30, 2017 includes (i) the payment of $85 million of redemption premiums during the third quarter, (ii) a net gain of $35 million associated with the write-off of unamortized premiums, discounts and deferred financing costs (including $59 million during the third quarter) and (iii) the payment of $4 million in third-party costs.

For additional information concerning our losses on debt modification and extinguishment, see note 9 to our condensed consolidated financial statements.

Other income (expense), net

We recognized other income (expense), net, of ($12 million) and ($2 million) during the three and nine months ended September 30, 2018, respectively, and $4 million and $13 million during the three and nine months ended September 30, 2017, respectively.

During the 2018 periods, other expense primarily includes (i) an impairment of $16 million in our investment of TSTT, (ii) pension-related credits of $3 million and $10 million, respectively, following the adoption of ASU 2017-07 and (iii) interest and dividend income of $2 million and $7 million, respectively. During the 2017 periods other income primarily includes (i) pension-related credits of $5 million and $11 million, respectively, following the adoption of ASU 2017-07 and (iii) interest and dividend income of $2 million and $8 million, respectively.

Income tax benefit (expense)

We recognized income tax benefit (expense) of ($28 million) and $6 million during the three months ended September 30, 2018 and 2017, respectively, and ($86 million) and ($38 million) during the nine months ended September 30, 2018 and 2017, respectively.

For the three months ended September 30, 2017, the income tax benefit attributable to our loss before income taxes differs from the amount computed using the statutory tax rate, primarily due to the net detrimental effects of goodwill impairments, non-deductible expenses, increase in valuation allowances, and international rate differences. For the nine months ended September 30, 2017, the income tax expense attributable to our loss before income taxes differs from the amount computed using the statutory tax rate, primarily due to the detrimental effects of goodwill impairments, non-deductible expenses, increase in valuation allowances and foreign exchange translation. The negative impacts of these items were partially offset by the beneficial effects of enacted changes in tax law and the recognition of previously unrecognized tax benefits.

For additional information regarding our income taxes, see note 10 to our condensed consolidated financial statements.

Net loss

During the three months ended September 30, 2018 and 2017, we reported net losses of $19 million and $356 million, respectively, including (i) operating income (loss) of $139 million and ($206 million), respectively, (ii) net non-operating expenses of $130 million and $156 million, respectively, and (iii) income tax benefit (expense) of ($28 million) and $6 million, respectively.

During the nine months ended September 30, 2018 and 2017, we reported net losses of $101 million and $358 million, respectively, including (i) operating income of $361 million and $85 million, respectively, (ii) net non-operating expenses of $376 million and $404 million, respectively, and (iii) income tax expense of $86 million and $38 million, respectively.

Gains or losses associated with (i) changes in the fair values of derivative instruments and (ii) movements in foreign currency exchange rates are subject to a high degree of volatility and, as such, any gains from these sources do not represent a reliable source of income. In the absence of significant net gains in the future from these sources or from other non-operating items, our ability to achieve earnings is largely dependent on our ability to increase our aggregate Adjusted OIBDA to a level that more than offsets the aggregate amount of our (i) share-based compensation expense, (ii) depreciation and amortization, (iii) impairment, restructuring and other operating items, (iv) interest expense, (v) other non-operating expenses and (vi) income tax expenses.

Due largely to the fact that we seek to maintain our debt at levels that provide for attractive equity returns, as discussed under Material Changes in Financial Condition—Capitalization below, we expect that we will continue to report significant levels of interest expense for the foreseeable future. For information concerning our expectations with respect to trends that may affect certain aspects of our operating results in future periods, see the discussion under Overview above.

Net earnings (loss) attributable to noncontrolling interests

We reported net earnings (loss) attributable to noncontrolling interests of $7 million and ($12 million) during the three months ended September 30, 2018 and 2017, respectively, and $12 million and $20 million during the nine months ended September 30, 2018 and 2017, respectively. These changes are primarily attributable to the net effect of (i) decreases in earnings of our less-than-wholly-owned subsidiaries at C&W and (ii) earnings at Liberty Puerto Rico during the current-year periods and losses during the prior-year periods.

During 2018, we increased our ownership in C&W Jamaica from 82.0% to 92.3%. For additional information, see note 11 to our condensed consolidated financial statements.

Material Changes in Financial Condition

Sources and Uses of Cash

Each of our reportable segments is separately financed within one of our three primary “borrowing groups.” These borrowing groups include the respective restricted parent and subsidiary entities within C&W, VTR Finance and Liberty Puerto Rico. Our borrowing groups, which typically generate cash from operating activities, held a significant portion of our consolidated cash and cash equivalents at September 30, 2018. Our ability to access the liquidity of these and other subsidiaries 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.

Cash, cash equivalents and restricted cash

The details of the U.S. dollar equivalent balances of our cash and cash equivalents and restricted cash at September 30, 2018 are set forth in the following table (in millions):



Cash and cash equivalents held by:
Liberty Latin America and unrestricted subsidiaries:
Liberty Latin America (a)	$	54.8
Unrestricted subsidiaries (b)	5.6
Total Liberty Latin America and unrestricted subsidiaries	60.4
Borrowing groups (c):
C&W (d)	329.0
VTR Finance	103.6
Liberty Puerto Rico	32.1
Total borrowing groups	464.7
Total cash and cash equivalents	$	525.1

Restricted cash (e)	$	261.8


(a)	Represents the amount held by Liberty Latin America on a standalone basis.


(b)	Represents the aggregate amount held by subsidiaries of Liberty Latin America that are outside of our borrowing groups. All of these companies rely on funds provided by our borrowing groups to satisfy their liquidity needs.


(c)	Represents the aggregate amounts held by the parent entity of the applicable borrowing group and their restricted subsidiaries.


(d)	C&W’s subsidiaries hold the majority of C&W’s consolidated cash. Due to the restrictions, as noted above, a significant portion of the cash held by C&W subsidiaries is not considered to be an immediate source of corporate liquidity for C&W.


(e)	Includes $252 million of restricted cash held in escrow by a wholly-owned subsidiary of Liberty Latin America at September 30, 2018, which was used to fund the Cabletica Acquisition.

Liquidity of Liberty Latin America and its unrestricted subsidiaries

Our current sources of corporate liquidity include (i) cash and cash equivalents held by Liberty Latin America and, subject to certain tax and legal considerations, Liberty Latin America’s unrestricted subsidiaries and (ii) interest and dividend income received on our and, subject to certain tax and legal considerations, our unrestricted subsidiaries’ cash and cash equivalents and investments. From time to time, Liberty Latin America and its unrestricted subsidiaries may also receive (i) proceeds in the form of distributions or loan repayments from Liberty Latin America’s borrowing groups upon (a) the completion of recapitalizations, refinancings, asset sales or similar transactions by these entities or (b) the accumulation of excess cash from operations or other means, (ii) proceeds upon the disposition of investments and other assets of Liberty Latin America and its unrestricted subsidiaries and (iii) proceeds in connection with the incurrence of debt by Liberty Latin America or its unrestricted subsidiaries or the issuance of equity securities by Liberty Latin America. No assurance can be given that any external funding would be available to Liberty Latin America or its unrestricted subsidiaries on favorable terms, or at all. As noted above, various factors may limit our ability to access the cash of our borrowing groups.

Our corporate liquidity requirements include (i) corporate general and administrative expenses and (ii) other liquidity needs that may arise from time to time. In addition, Liberty Latin America and its unrestricted subsidiaries may require cash in connection with (i) the repayment of third-party and intercompany debt, (ii) the satisfaction of contingent liabilities, (iii) acquisitions and other investment opportunities, (iv) the repurchase of debt securities, (v) tax payments or (vi) any funding requirements of our consolidated subsidiaries, including our commitment to fund the remaining portion of any potential liquidity shortfalls of Liberty Puerto Rico through December 31, 2018, as further described below.

Liquidity of borrowing groups

The cash and cash equivalents of our borrowing groups are detailed in the table above. In addition to cash and cash equivalents, the primary sources of liquidity of our borrowing groups are cash provided by operations, borrowing availability under their respective debt instruments and, with respect to Liberty Puerto Rico, the remaining portion of the LCPR Equity Commitment (as described below) and insurance proceeds. For the details of the borrowing availability of such subsidiaries at September 30, 2018, see note 9 to our condensed consolidated financial statements. The aforementioned sources of liquidity may be supplemented in certain cases by contributions and/or loans from Liberty Latin America and its unrestricted subsidiaries. The liquidity of our borrowing groups generally is used to fund property and equipment additions, debt service requirements and income tax payments. From time to time, our borrowing groups may also require liquidity in connection with (i) acquisitions and other investment opportunities, (ii) loans to Liberty Latin America, (iii) capital distributions to Liberty Latin America and other equity owners or (iv) the satisfaction of contingent liabilities. No assurance can be given that any external funding would be available to our borrowing groups on favorable terms, or at all. For information regarding our borrowing groups’ commitments and contingencies, see note 16 to our condensed consolidated financial statements.

On December 20, 2017, in connection with challenging circumstances that Liberty Puerto Rico experienced as a result of the damage caused by Hurricanes Maria and Irma, the LPR Credit Agreements were amended to (i) provide Liberty Puerto Rico with relief from complying with leverage covenants through December 31, 2018, (ii) increase the consolidated first lien net leverage ratio covenant from 4.5:1 to 5.0:1 beginning with the March 31, 2019 quarterly test date, (iii) restrict Liberty Puerto Rico’s ability to make certain types of payments to its shareholders through December 31, 2018 and (iv) include an equity commitment of up to $60 million from Liberty Puerto Rico’s shareholders through December 31, 2018 to fund any potential liquidity shortfalls. During the nine months ended September 30, 2018, capital contributions aggregating $45 million were provided to Liberty Puerto Rico consisting of $27 million from us and $18 million from Searchlight. Liberty Puerto Rico has up to an additional $15 million available under the LCPR Equity Commitment.

For additional information regarding our cash flows, see the discussion under Condensed Consolidated Statements of Cash Flows below.

Capitalization

We seek to maintain our debt at levels that provide for attractive equity returns without assuming undue risk. In this regard, we generally seek to cause our operating subsidiaries to maintain their debt at levels that result in a debt balance (measured using subsidiary debt figures at swapped foreign currency exchange rates, consistent with the covenant calculation requirements of our subsidiary debt agreements) that is typically between four and five times our consolidated Adjusted OIBDA, although the timing of our acquisitions and financing transactions and the interplay of foreign currency average and spot rates may impact this ratio. The ratio of our September 30, 2018 consolidated debt to our annualized consolidated Adjusted OIBDA for the quarter ended September 30, 2018 was 4.6x. In addition, the ratio of our September 30, 2018 consolidated net debt (debt, as defined above, less cash and cash equivalents and restricted cash held in escrow) to our annualized consolidated Adjusted OIBDA for the quarter ended September 30, 2018 was 4.1x.

When it is cost effective, we generally seek to match the denomination of the borrowings of our subsidiaries with the functional currency of the operations that support the respective borrowings. As further discussed in note 5 to our condensed consolidated financial statements, we also use derivative instruments to mitigate foreign currency and interest rate risks associated with our debt instruments.

Our ability to service or refinance our debt and to maintain compliance with the leverage covenants in the credit agreements and indentures of our borrowing groups is dependent primarily on our ability to maintain or increase covenant EBITDA of our operating subsidiaries, as specified by our subsidiaries’ debt agreements (Covenant EBITDA), and to achieve adequate returns on our property and equipment additions and acquisitions. In addition, our ability to obtain additional debt financing is limited by incurrence-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Covenant EBITDA of C&W were to decline, our ability to obtain additional debt could be limited. No assurance can be given that we would have sufficient sources of liquidity, or that any external funding would be available on favorable terms, or at all, to fund any such required repayment. At September 30, 2018, each of our borrowing groups was in compliance with its debt covenants. We do not anticipate any instances of non-compliance with respect to the debt covenants of our borrowing groups that would have a material adverse impact on our liquidity during the next 12 months.

At September 30, 2018, the outstanding principal amount of our debt, together with our capital lease obligations, aggregated $6,663 million, including $382 million that is classified as current in our condensed consolidated balance sheet and $6,074 million that is not due until 2022 or thereafter. All of our debt and capital lease obligations have been borrowed or incurred by our subsidiaries at September 30, 2018. For additional information concerning our debt and capital lease obligations, including our debt maturities, see note 9 to our condensed consolidated financial statements.

Notwithstanding our negative working capital position at September 30, 2018, we believe that we have sufficient resources to repay or refinance the current portion of our debt and capital lease obligations and to fund our foreseeable liquidity requirements during the next 12 months. However, as our debt maturities grow in later years, we anticipate that we will seek to refinance or otherwise extend our debt maturities. No assurance can be given that we will be able to complete refinancing transactions or otherwise extend our debt maturities. In this regard, it is difficult to predict how political and economic conditions, sovereign debt concerns or any adverse regulatory developments will impact the credit and equity markets we access and our future financial position. Our ability to access debt financing on favorable terms, or at all, could be adversely impacted by (i) the financial failure of any of our counterparties, which could (a) reduce amounts available under committed credit facilities and (b) adversely impact our ability to access cash deposited with any failed financial institution, (ii) tightening of the credit markets and (iii) in the case of Liberty Puerto Rico, the adverse impacts of the hurricanes on its operations. For additional information regarding the impacts of the hurricanes, see the related discussion under Overview above. In addition, any weakness in the equity markets could make it less attractive to use our shares to satisfy contingent or other obligations, and sustained or increased competition, particularly in combination with adverse economic or regulatory developments, could have an unfavorable impact on our cash flows and liquidity.

Condensed Consolidated Statements of Cash Flows

General. Our cash flows are subject to variations due to FX.

Summary. Our condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017 are summarized as follows:



	Nine months ended September 30,
	2018			2017			Change
	in millions

Net cash provided by operating activities	$	608.7		$	392.3		$	216.4
Net cash used by investing activities	(591.5		)	(454.1		)	(137.4		)
Net cash provided by financing activities	217.1			48.0			169.1
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(15.6		)	2.3			(17.9		)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	218.7		$	(11.5	)	$	230.2

Operating Activities. The increase in net cash provided by our operating activities is primarily attributable to the net effect of (i) a net increase from our Adjusted OIBDA and related working capital items, inclusive of net advance payments received from our third-party insurance provider of $50 million associated with the initial insurance claims filed in connection with damages sustained from the hurricanes, (ii) higher cash payments for taxes and (iii) lower cash payments related to derivative instruments.

Investing Activities. The increase in net cash used by our investing activities is primarily attributable to higher capital expenditures, as further discussed below.

The capital expenditures that we report in our condensed consolidated statements of cash flows do not include amounts that are financed under capital-related vendor financing or capital lease arrangements. Instead, these amounts are reflected as non-cash additions to our property and equipment when the underlying assets are delivered and as repayments of debt when the principal is repaid. In this discussion, we refer to (i) our capital expenditures, as reported in our condensed consolidated statements of cash flows, and (ii) our total property and equipment additions, which include our capital expenditures on an accrual basis and amounts financed under capital-related vendor financing or capital lease arrangements. For further details regarding our property and equipment additions, see note 17 to our condensed consolidated financial statements.

A reconciliation of our property and equipment additions to our capital expenditures, as reported in our condensed consolidated statements of cash flows, is set forth below:



	Nine months ended September 30,
	2018			2017
	in millions

Property and equipment additions	$	581.4		$	503.5
Assets acquired under capital-related vendor financing arrangements	(40.4		)	(47.2		)
Assets acquired under capital leases	(3.6		)	(3.7		)
Changes in current liabilities related to capital expenditures	55.6			(5.1		)
Capital expenditures	$	593.0		$	447.5

Our property and equipment additions increased during the nine months ended September 30, 2018, as compared to the corresponding period in 2017, due to the net effect of (i) an increase in expenditures by Liberty Puerto Rico and C&W of $92 million and $27 million, respectively, in connection with network restoration activities following Hurricanes Maria and Irma, (ii) excluding the impact of hurricane restoration activities, a decrease in the expansion and upgrade of our networks and other capital initiatives and (iii) a decrease related to customer premises equipment. During the nine months ended September 30, 2018 and 2017, our property and equipment additions represented 21.1% and 18.4% of revenue, respectively. The increase in property and equipment additions as a percentage of revenue is primarily a function of the significant increase in property and equipment additions during 2018 as a result of the restoration activities at Liberty Puerto Rico and, to a lesser extent at C&W, following the hurricanes.

Financing Activities. During the nine months ended September 30, 2018, we received $217 million in net cash from financing activities, due in part to $238 million in net borrowings of debt, primarily at VTR, and $18 million in capital contributions from Searchlight. These cash inflows were partially offset by $20 million in distributions to a noncontrolling interest owner and $20 million of cash used in connection with the C&W Jamaica NCI Acquisition. During the nine months ended September 30, 2017, we received $48 million in net cash from financing activities, which includes $271 million in net borrowings of debt, partially offset by payments for financing costs and debt premiums of $104 million, distributions to Liberty Global and a noncontrolling interest owner of $54 million and $33 million, respectively, and $30 million of cash used for the C&W Barbados NCI Acquisition.

Adjusted Free Cash Flow

We define adjusted free cash flow as net cash provided by our operating activities, plus (i) cash payments for third-party costs directly associated with successful and unsuccessful acquisitions and dispositions and (ii) expenses financed by an intermediary, less (a) capital expenditures, (b) distributions to noncontrolling interest owners, (c) principal payments on amounts financed by vendors and intermediaries and (d) principal payments on capital leases. We changed the way we define adjusted free cash flow effective December 31, 2017 to deduct distributions to noncontrolling interest owners. This change was given effect for all periods presented. Additionally, on January 1, 2018, we retroactively adopted ASU 2016-18, which resulted in an immaterial decrease in cash from operating activities for the nine months ended September 30, 2017. For additional information regarding the impact of adopting ASU 2016-18, see note 2 to our condensed consolidated financial statements. We believe that our presentation of adjusted free cash flow provides useful information to our investors because this measure can be used to gauge our ability to service debt and fund new investment opportunities. Adjusted free cash flow should not be understood to represent our ability to fund discretionary amounts, as we have various mandatory and contractual obligations, including debt repayments, which are not deducted to arrive at this amount. Investors should view adjusted free cash flow as a supplement to, and not a substitute for, U.S. GAAP measures of liquidity included in our condensed consolidated statements of cash flows.

The following table provides the details of our adjusted free cash flow:



	Nine months ended September 30,
	2018			2017
	in millions

Net cash provided by operating activities	$	608.7		$	392.3
Cash payments for direct acquisition and disposition costs	3.1			2.8
Expenses financed by an intermediary (a)	119.1			56.9
Capital expenditures	(593.0		)	(447.5		)
Distributions to noncontrolling interest owners	(19.8		)	(33.3		)
Principal payments on amounts financed by vendors and intermediaries	(137.9		)	(52.1		)
Principal payments on capital leases	(5.9		)	(6.7		)
Adjusted free cash flow	$	(25.7	)	$	(87.6	)

(a)

For purposes of our condensed consolidated statements of cash flows, expenses, including VAT, financed by an intermediary are treated as hypothetical operating cash outflows and hypothetical financing cash inflows. When we pay the financing intermediary, we record financing cash outflows in our condensed consolidated statements of cash flows. For purposes of our adjusted free cash flow definition, we add back the hypothetical operating cash outflow when these financed expenses are incurred and deduct the financing cash outflows when we pay the financing intermediary.

Off Balance Sheet Arrangements

Contractual Commitments

The following table sets forth the U.S. dollar equivalents of our commitments as of September 30, 2018:



	Payments due during														Total
	Remainder of 2018		2019		2020		2021		2022		2023		Thereafter		Total
	in millions

Debt (excluding interest)	$	82.8	$	305.2	$	63.9	$	124.0	$	1,721.4	$	370.4	$	3,980.5	$	6,648.2
Capital leases (excluding interest)	9.2		2.9		1.9		0.3		0.2		0.1		0.6		15.2
Programming commitments	47.8		63.2		24.8		16.9		2.0		1.4		0.7		156.8
Network and connectivity commitments	39.6		80.4		28.5		19.3		15.6		15.0		27.5		225.9
Purchase commitments	107.5		51.7		31.8		3.9		1.6		0.5		—		197.0
Operating leases	11.3		33.1		27.1		20.5		17.2		13.6		35.7		158.5
Other commitments	6.4		1.4		1.1		0.8		0.8		0.9		7.6		19.0
Total (a)	$	304.6	$	537.9	$	179.1	$	185.7	$	1,758.8	$	401.9	$	4,052.6	$	7,420.6
Projected cash interest payments on debt and capital lease obligations (b)	$	49.7	$	414.4	$	395.9	$	392.6	$	336.5	$	261.1	$	463.4	$	2,313.6

(a)

The commitments included in this table do not reflect any liabilities that are included in our September 30, 2018 condensed consolidated balance sheet other than debt and capital lease obligations. Our liability for uncertain tax positions in the various jurisdictions in which we operate ($333 million at September 30, 2018) has been excluded from the table as the amount and timing of any related payments are not subject to reasonable estimation.


(b)	Amounts are based on interest rates, interest payment dates, commitment fees and contractual maturities in effect as of September 30, 2018. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. In addition, the amounts presented do not include the impact of our derivative contracts.

For information concerning our debt, see note 9 to our condensed consolidated financial statements. For information concerning our commitments, see note 16 to our condensed consolidated financial statements.

In addition to the commitments set forth in the table above, we have commitments under (i) derivative instruments and (ii) defined benefit plans and similar agreements, pursuant to which we expect to make payments in future periods. For information regarding projected cash flows associated with our derivative instruments, see Item 3. Quantitative and Qualitative Disclosures About Market Risk—Projected Cash Flows Associated with Derivative Instruments below. For information regarding our derivative instruments, including the net cash paid or received in connection with these instruments during the nine months ended September 30, 2018 and 2017, see note 5 to our condensed consolidated financial statements.


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in this section should be read in conjunction with the more complete discussion that appears under Quantitative and Qualitative Disclosures About Market Risk in our 2017 Form 10-K. The following discussion updates selected numerical information to September 30, 2018.

We are exposed to market risk in the normal course of our business operations due to our investments in various countries and ongoing investing and financing activities. Market risk refers to the risk of loss arising from adverse changes in foreign currency exchange rates, interest rates and stock prices. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. As further described below, we have established policies, procedures and processes governing our management of market risks and the use of derivative instruments to manage our exposure to such risks.

Cash and Investments

We invest our cash in highly liquid instruments that meet high credit quality standards. We are exposed to exchange rate risk to the extent that the denominations of our cash and cash equivalent balances, revolving lines of credit and other short-term sources of liquidity do not correspond to the denominations of Liberty Latin America’s short-term liquidity requirements. In order to mitigate this risk, we actively manage the denominations of our cash balances in consideration of Liberty Latin America’s forecasted liquidity requirements. At September 30, 2018, $103 million or 19.7% of our cash and cash equivalent balance was denominated in Chilean pesos.

Foreign Currency Exchange Rates

The relationship between (i) the British pound sterling, the Chilean peso and the Jamaican dollar and (ii) the U.S. dollar, which is our reporting currency, is shown below, per one U.S. dollar:



	September 30, 2018	December 31, 2017
Spot rates:
British pound sterling	0.77	0.74
Chilean peso	656.86	615.40
Jamaican dollar	136.27	124.58



	Three months ended September 30,		Nine months ended September 30,
	2018	2017	2018	2017
Average rates:
British pound sterling	0.77	0.76	0.74	0.78
Chilean peso	663.75	642.20	629.16	654.02
Jamaican dollar	134.89	128.51	129.29	128.72

Interest Rate Risks

In general, we seek to enter into derivative instruments to protect against increases in the interest rates on our variable-rate debt. Accordingly, we have entered into various derivative transactions to reduce exposure to increases in interest rates. We use interest rate derivative contracts to exchange, at specified intervals, the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional principal amount. We also use interest rate cap agreements that lock in a maximum interest rate if variable rates rise, but also allow our company to benefit from declines in market rates. At September 30, 2018, we paid a fixed rate of interest on 97% of our total debt, which includes the impact of our interest rate cap agreements. The final maturity dates of our various portfolios of interest rate derivative instruments generally fall short of the respective maturities of the underlying variable-rate debt. In this regard, we use judgment to determine the appropriate maturity dates of our portfolios of interest rate derivative instruments, taking into account the relative costs and benefits of different maturity profiles in light of current and expected future market conditions, liquidity issues and other factors. For additional information concerning the impacts of these interest rate derivative instruments, see note 5 to our condensed consolidated financial statements.

Sensitivity Information

Information concerning the sensitivity of the fair value of certain of our more significant derivative instruments to changes in market conditions is set forth below. The potential changes in fair value set forth below do not include any amounts associated with the remeasurement of the derivative asset or liability into the applicable functional currency. For additional information, see notes 5 and 6 to our condensed consolidated financial statements.

VTR Cross-currency Derivative Contracts

Holding all other factors constant, at September 30, 2018, an instantaneous increase (decrease) of 10% in the value of the Chilean peso relative to the U.S. dollar would have decreased (increased) the aggregate fair value of the VTR cross-currency derivative contracts by approximately CLP 107 billion or $164 million.

C&W Cross-currency and Interest Rate Derivative Contracts

Holding all other factors constant, at September 30, 2018:


i.	an instantaneous increase (decrease) in the relevant base rate of 50 basis points (0.50%) would have increased (decreased) the aggregate fair value of the C&W cross-currency and interest rate derivative contracts by approximately $55 million; and


ii.	an instantaneous increase (decrease) of 10% in the value of the British pound sterling relative to the U.S. dollar would have increased (decreased) the aggregate fair value of the C&W cross-currency derivative contracts by approximately £16 million or $21 million.

Projected Cash Flows Associated with Derivative Instruments

The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of September 30, 2018. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see note 5 to our condensed consolidated financial statements.



	Payments (receipts) due during:																Total
	Remainder of 2018
	Remainder of 2018		2019			2020		2021		2022		2023		Thereafter
			in millions
Projected derivative cash payments (receipts), net:
Interest-related (a)	$	0.6	$	10.5		$	2.4	$	2.4	$	7.4	$	17.4	$	30.8		$	71.5
Principal-related (b)	0.4		2.9			—		—		45.7		—		(3.9		)	45.1
Other (c)	0.6		(6.3		)	—		—		—		—		—			(5.7		)
Total	$	1.6	$	7.1		$	2.4	$	2.4	$	53.1	$	17.4	$	26.9		$	110.9


(a)	Includes the interest-related cash flows of our cross-currency and interest rate swap contracts.


(b)	Includes the principal-related cash flows of our cross-currency swap contracts.


(c)	Includes amounts related to our foreign currency forward contracts.


Item 4.	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 Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer (the Executives), as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the Executives recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating the cost-benefit relationship of possible controls and objectives.

Our management, with the participation of the Executives, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2018. Based on that evaluation, the Executives concluded that our disclosure controls and procedures are not effective as of September 30, 2018 due to a material weakness in internal control over financial reporting, as described below.

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.

During our evaluation of the disclosure controls and procedures as of September 30, 2018 and our ongoing initial assessment of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we identified deficiencies in our general information technology controls (GITCs) related to:


•	program change controls designed to restrict IT program developers’ access rights to IT systems;


•	user access controls designed to restrict IT and financial users’ access privileges to IT systems commensurate with their assigned authorities and responsibilities; and


•	monitoring controls designed to actively monitor program changes and user access activities to ensure that any program changes and user access were appropriate and that any deficiencies were investigated and remediated.

As such, we concluded that the Company did not have effective GITCs over several technology systems as of September 30, 2018, resulting in a material weakness in our internal control over financial reporting. Accordingly, we are unable to place reliance on the impacted application level controls or system-generated reports utilized in the execution of certain manual controls. These technology systems affect the order-to-cash, procure-to-pay, hire-to-pay and financial reporting processes.

These control deficiencies did not result in material misstatements in our condensed consolidated financial statements as of and for the period ended September 30, 2018.

We have initiated a plan to remediate the material weakness identified above, including (i) implementing preventive user access controls and monitoring controls to identify and resolve inappropriate user access, including improper segregation of duties, and (ii) implementing monitoring controls for changes made to the systems. These remediation efforts began in the third quarter of 2018 and we believe the new controls, when fully implemented, will strengthen our internal control over financial reporting and remediate the material weakness identified.

Changes in Internal Control over Financial Reporting

Other than the material weakness identified during the period and disclosed above, 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 the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION


Item 6.	EXHIBITS

Listed below are the exhibits filed as part of this Quarterly Report on Form 10-Q (according to the number assigned to them in Item 601 of Regulation S-K):



10.1	Form of Performance Share Units Agreement between the Registrant and our Chief Executive Officer under Liberty Latin America 2018 Incentive Plan.*
10.2	Form of Performance Share Units Agreement under Liberty Latin America 2018 Incentive Plan.*
31.1	Certification of President and Chief Executive Officer.*
31.2	Certification of Senior Vice President and Chief Financial Officer (Principal Financial Officer).*
32.1	Section 1350 Certifications.**

101.INS	XBRL Instance Document.*
101.SCH	XBRL Taxonomy Extension Schema Document.*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF	XBRL Taxonomy Extension Definition Linkbase.*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.*

* Filed herewith

** Furnished herewith

SIGNATURES

Pursuant to the requirements 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:	November 7, 2018	/s/ BALAN NAIR
		Balan Nair President and Chief Executive Officer

Dated:	November 7, 2018	/s/ CHRISTOPHER NOYES
		Christopher Noyes Senior Vice President and Chief Financial Officer

Exhibit 10.1

[LILA ___]

[Executive-CEO]

LIBERTY LATIN AMERICA

2018 INCENTIVE PLAN

(Effective December 29, 2017)

PERFORMANCE SHARE UNITS AGREEMENT

THIS PERFORMANCE SHARE UNITS AGREEMENT (“Agreement”) is made as of July 18, 2018, by and between LIBERTY LATIN AMERICA LTD., an exempted Bermuda company limited by shares (the “Company”), and the individual whose name, address, and Optionee ID number appear on the signature page hereto (the “Grantee”).

The Company has adopted the Liberty Latin America 2018 Incentive Plan effective December 29, 2017 (the “Plan”), which by this reference is made a part hereof, for the benefit of eligible employees of the Company and its Subsidiaries. Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan. [CLICK HERE TO READ THE PLAN.]

Pursuant to the Plan, the Compensation Committee appointed by the Board pursuant to Article 3 of the Plan to administer the Plan (the “Committee”) has determined that it is in the best interest of the Company and its Shareholders to award performance-based restricted share units to the Grantee effective as of July 18, 2018 (the “Grant Date”), subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee additional remuneration for services rendered, to encourage the Grantee to continue to provide services to the Company or its Subsidiaries and to increase the Grantee’s personal interest in the continued success and progress of the Company.

The Company and the Grantee therefore agree as follows:

1.Definitions. The following terms, when used in this Agreement, have the following meanings:

“Act” means the Bermuda Companies Act 1981, as amended from time to time, and the rules and regulations thereunder.

“Annual Performance Rating” means the performance rating received by the Grantee during the Company’s Annual Performance Review Process.

“Base Performance Objective” has the meaning ascribed to such term in Appendix A.

“Cause” has the meaning specified under Section 1.1 of the Employment Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific code section shall include any successor section.

“Committee” has the meaning specified in the recitals to this Agreement.

“Company” means Liberty Latin America Ltd., an exempted Bermuda company limited by shares.

“Disability” has the meaning specified under Section 1.1 of the Employment Agreement.

“Earned Percentage” means the percentage determined by the Committee after the end of the Performance Period in accordance with the terms set forth in Appendix A taking into account the level of achievement of the Performance Metric or Performance Metrics set forth in Appendix A during the Performance Period and, if applicable, the relative weighting of the Performance Metrics.

“Earned Performance Share Units” means the number of Performance Share Units that following the completion of the Performance Period the Grantee is determined in accordance with Section 3 to have earned under this Agreement, subject to reduction, forfeiture or acceleration during the Service Period in accordance with Section 4, Section 6 and Section 7, as applicable.

“Employment Agreement” means that certain Employment Agreement, dated as of November 1, 2017, by and between Company and Grantee.

“Good Reason” for the Grantee to resign from his or her employment with the Company and its Subsidiaries has the meaning ascribed to it under Section 1.1 of the Employment Agreement.

“Grant Date” has the meaning specified in the recitals to this Agreement.

“Grantee” has the meaning specified in the preamble to this Agreement.

“Maximum Percentage” has the meaning ascribed to such term in Appendix A.

“Performance Metric” or “Performance Metrics” means the performance goal or goals established by the Committee pursuant to Section 10.3 of the Plan and set forth in Appendix A hereto.

“Performance Period” means the two-year period beginning on January 1 of the calendar year in which the Grant Date occurs.

“Performance Share Unit” is a Restricted Share representing the right to receive one Share, subject to the performance and other conditions and restrictions set forth herein and in the Plan.

“Plan” has the meaning specified in the preamble to this Agreement.

“Regulations” means the rules and regulations under the Code or a specified section of the Code, as applicable.

“Required Withholding Amount” has the meaning specified in Section 17 of this Agreement.

“Retirement” means the voluntary termination of a Grantee’s employment with the Company or its Subsidiaries, on or after the date that the sum of the Grantee’s years of age and years of continuous employment with the Company or its Subsidiaries is at least 70 (the “Rule of 70”). For clarity, the Company will count years of continuous employment with Liberty Global plc or any of its Subsidiaries for calculating the Rule of 70 for any service rendered by the Grantee to such entities immediately prior to joining the Company or any of its Subsidiaries.

“RSU Dividend Equivalents” with respect to a Performance Share Unit means, to the extent specified by the Committee only, an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable or transferable to Shareholders of record during the Performance Period and Service Period with respect to one Share.

“Section 409A” means Section 409A of the Code and related Regulations and Treasury pronouncements.

“Service Period” means the period beginning on the January 1 immediately following the expiration of the Performance Period and ending on October 1 of that calendar year.

“Share” means the LILA Class [___] common shares, par value $0.01 per share, of the Company.

“Target Performance Share Units” means the initial number of Performance Share Units granted to the Grantee pursuant to this Agreement, with such number subject to adjustment or forfeiture in accordance with the terms of this Agreement and the Plan.

“Termination of Service” means the termination for any reason of the Grantee’s provision of services to (i) the Company and its Subsidiaries, as an officer, employee or independent contractor, or (ii) Liberty Global plc and its Subsidiaries as an officer, employee or independent contractor. Whether any leave of absence constitutes a Termination of Service will be determined by the Committee subject to Section 11.2(d) of the Plan. Unless the Committee otherwise determines, neither transfers of employment among the Company and its Subsidiaries, nor a change in Grantee’s status from an independent contractor to an employee will be a Termination of Service for purposes of this Agreement. Unless the Committee otherwise determines, however, any change in Grantee’s status from an employee to an independent contractor will be a Termination of Service within the meaning of this Agreement; provided, however, that, to the extent Section 409A is applicable to Grantee, any amounts otherwise be payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service shall not be payable before Grantee “separates from service”, as that term is defined in Section 409A, and shall be paid in accordance with Section 17(c) of this Agreement.

“Unpaid RSU Dividend Equivalents” has the meaning specified in Section 4(b) of this Agreement.

“Vesting Date” means each date on which any Performance Share Units cease to be subject to a risk of forfeiture or vest, as determined in accordance with this Agreement and the Plan.

“Vested RSU Dividend Equivalents” has the meaning specified in Section 10 of this Agreement.

2. Grant of Target Performance Share Units. Pursuant to the Plan, the Company grants to the Grantee, effective as of the Grant Date, an Award of the number of Target Performance Share Units set forth on the signature page hereto, subject to the terms, conditions and restrictions set forth herein and in the Plan.

3. Performance Conditions For Performance Period.

(a) Except as otherwise provided in Section 7, if the Grantee receives less than an Annual Performance Rating of “Developing”, or its equivalent, for any year in the Performance Period, then upon conclusion of the Company’s Annual Performance Review Process for that year, this Award and Grantee’s Target Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be forfeited and the Grantee shall have no further rights hereunder. Except as otherwise provided in Section 7, if the Base Performance Objective is not met, this Award and Grantee’s Target Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be forfeited and the Grantee shall have no further rights hereunder.

(b) The Base Performance Objective and Performance Metric or Performance Metrics established by the Committee for the Performance Period are set forth on Appendix A attached hereto and made a part hereof for all purposes. The Earned Performance Share Units for the Grantee shall initially be determined by multiplying the number of Target Performance Share Units by the Earned Percentage determined by the Committee in accordance with Appendix A. If the Grantee received at least a “Developing” (or its equivalent) but less than a “Strong” (or its equivalent) Annual Performance Rating for any year in the Performance Period, then the Committee may in its discretion reduce the number of Earned Performance Share Units initially so determined in accordance with the preceding sentence to such number of Earned Performance Share Units as the Committee shall determine.

(c) Following the close of the Performance Period, the Committee shall certify whether the Base Performance Objective has been met and the extent to which the Performance Metric or Performance Metrics have been achieved and the calculation of the Earned Percentage. The Committee may, but shall not be obligated to, engage an independent accounting firm to perform agreed upon procedures to verify the calculations. Upon completing its determination, the Committee shall notify the Grantee, in the form and manner as determined by the Committee, of the number of Earned Performance Share Units that will be subject to the service vesting provisions of Section 4.

(d) If the number of Grantee’s Earned Performance Share Units is less than the number of Grantee’s Target Performance Share Units, the excess Target Performance Share Units and any related unpaid RSU Dividend Equivalents will immediately be cancelled. If the number of Grantee’s Earned Performance Share Units exceeds the number of Grantee’s Target Performance Units, Grantee will be awarded a number of additional Performance Share Units so that the number of Grantee’s Target Performance Share Units and such additional Performance Share Units will equal the number of Grantee’s Earned Performance Share Units.

4. Vesting during Service Period.

(a) Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 5, 6 or 7 of this Agreement or Section 11.1(b) of the Plan and subject to Section 4(c) and the forfeiture provisions of this Agreement, the Earned Performance Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date):


(i)	On April 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested; and


(ii)	On October 1 during the Service Period, 50% of the Earned Performance Share Units shall become vested.

[Please refer to the website of the Third Party Administrator, UBS Financial Services Inc., which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Performance Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).]

(b) On each Vesting Date, subject to the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Earned Performance Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Earned Performance Share Units related thereto shall have become vested in accordance with this Agreement.

(c) Notwithstanding the foregoing, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Earned Performance Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Sections 4(a), 4(b) and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested Earned Performance Share Units will be terminated without any further vesting after the date of the Suspension Event, unless otherwise agreed by the Company.

5. Termination, Death or Disability during Performance Period.

Subject to the remaining provisions of this Section 5 and to Sections 7 and 8, in the event of Termination of Service at any time during the Performance Period, the Grantee shall thereupon forfeit the Grantee’s Target Performance Share Units, any related Unpaid RSU Dividend Equivalents and any rights hereunder, except as indicated below:

(a) If the Termination of Service occurs after June 30 of the first year of the Performance Period and is due to death, then provided that the Grantee’s Annual Performance Rating for any full year, if any, of the Performance Period prior to Termination of Service was not less than “Developing” , or its equivalent, the Grantee’s estate will be entitled to a prorated portion of the Grantee’s Target Performance Share Units and any related Unpaid RSU Dividend Equivalents based on the number of full days of service by the Grantee during the Performance Period. Subject to the foregoing, the prorated portion of the Target Performance Share Units and any related Unpaid RSU Dividend Equivalent will thereupon become vested and will be settled in accordance with Section 9 as soon as administratively practicable after the Termination of Service, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Termination of Service occurred.

(b) If the Termination of Service occurs after June 30 of the first year of the Performance Period and is due to Disability, then provided that the Grantee’s most recent Annual Performance Rating prior to Termination of Service was not less than “Developing” , or its equivalent, the Grantee will retain the right to earn a pro rata portion of the Grantee’s Target Performance Share Units and any related Unpaid RSU Dividend Equivalents. The number of the Grantee’s Earned Performance Share Units will initially be determined in accordance with Section 3 on the same basis as would otherwise apply had no Termination of Service occurred, but if the Termination of Service occurs in the first year of the Performance Period, the level of achievement of the Performance Metric or Performance Metrics will be determined based on the Company’s relative performance during that year as if the Performance Period were one year. The number of Earned Performance Share Units so determined will then be prorated based on the number of full days of service by the Grantee during the full Performance Period. Subject to the foregoing, the prorated portion of the Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will thereupon become vested and will be settled in accordance with Section 9 as soon as administratively practicable after the Termination of Service, but in no event later than March 15 of the calendar year immediately following the calendar year in which Grantee’s Termination of Service occurred.

(c) If the Termination of Service occurs after June 30 of the first year of the Performance Period and is due to termination of the Grantee by the Company or any of its Subsidiaries without Cause or resignation by the Grantee for Good Reason, then the Committee may determine, in its sole discretion, that a portion of the Grantee’s Earned Performance Share Units (determined in the manner described in Section 5(b)) and any related Unpaid RSU Dividend Equivalents will thereupon become vested and no longer be subject to a risk of forfeiture in such amount as the Committee may determine, and shall be settled in accordance with Section 9 as soon as administratively practicable after the Termination of Service, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Termination of Service occurred, provided that in no event shall the amount or terms of such settlement be more favorable to the Grantee than if the Grantee’s service had terminated due to Disability.

6. Termination, Death, Disability or Retirement during Service Period.

Subject to the remaining provisions of this Section 6 and to Sections 7 and 8, in the event of Termination of Service at any time during the Service Period, the Grantee shall, effective upon such Termination of Service, forfeit any Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents, the Vesting Date for which has not yet occurred, except as indicated below:

(a) If the Termination of Service is due to death or Disability, the Grantee’s unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will thereupon become vested and no longer be subject to a risk of forfeiture. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 9 as of the originally scheduled Vesting Dates.

(b) If the Termination of Service is due to termination of the Grantee by the Company or any of its Subsidiaries without Cause or resignation by the Grantee for Good Reason, then the Committee may determine, in its sole discretion, that a portion of the Grantee’s Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will become vested and no longer be subject to a risk of forfeiture in such amount as the Committee may determine, and shall be settled in accordance with Section 9 as of the originally scheduled Vesting Dates, provided that in no event shall the amount or terms of such settlement be more favorable to the Grantee than if the Grantee’s service had terminated due to death or Disability.

(c) If the Termination of Service is due to Retirement, the Grantee’s unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will thereupon become vested and no longer subject to a risk of forfeiture in a pro-rata amount determined by multiplying such unvested Earned Performance Share Units (including any Unpaid RSU Dividend Equivalents) by a fraction, the numerator of which shall be the number of months (with any partial month being deemed a full month) of the Grantee’s employment with the Company and its Subsidiaries during the period beginning on the first day of the Performance Period of such Award and ending on the date of the Grantee’s Retirement, and the denominator of which shall be the number of full months in the period beginning on the first day of the Performance Period of such Award and ending on the date such Unvested Earned Performance Share Units would otherwise have become vested in accordance with its terms had the Grantee remained employed with the Company through such date. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will be settled in accordance with Section 9 as of the originally scheduled Vesting Dates.

7. Change in Control.

(a) If an Approved Transaction, Board Change or Control Purchase occurs on or before the Grantee’s Termination of Service and (x) this Agreement is not continued on the same terms and conditions or (y) in the case of an Approved Transaction, the Committee as constituted prior to such Approved Transaction has not determined, in its discretion, that effective provision has been made for the assumption or continuation of this Agreement on terms and conditions that in the opinion of the Committee are as nearly as practicable equivalent for the Grantee to the terms and conditions of this Agreement, taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the Shares may be changed, converted or exchanged in connection with the Approved Transaction, then the provisions of this Section 7(a) will apply, subject to Section 8:

(i)If the Approved Transaction, Board Change or Control Purchase occurs during the Performance Period, then provided that the Grantee’s Annual Performance Rating for any full year, if any, of the Performance Period prior to such event was not less than “Developing”, or its equivalent, the Grantee will be deemed to have earned a number of Earned Performance Share Units equal to the Grantee’s Target Performance Share Units. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall thereupon become vested and will be settled in accordance with Section 9 promptly following the occurrence of the Board Change or Control Purchase, but in any event no later than 30 days following such occurrence, or immediately prior to consummation of the Approved Transaction. The accelerated vesting and settlement contemplated by this clause (i) will be in full satisfaction of the Grantee’s rights hereunder.

(ii)If the Approved Transaction, Board Change or Control Purchase occurs during the Service Period, the Grantee’s remaining Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will vest and no longer be subject to a risk of forfeiture upon the occurrence of the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. Such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents shall be settled in accordance with Section 9 promptly following the occurrence of the Board Change or Control Purchase, but in any event no later than 30 days following such occurrence, or immediately prior to consummation of the Approved Transaction. The accelerated vesting and settlement contemplated by this clause (ii) will be in full satisfaction of the Grantee’s rights hereunder.

(b) If an Approved Transaction, Board Change or Control Purchase occurs on or before the Grantee’s Termination of Service and the provisions of Section 7(a) do not apply because of the assumption or continuation of this Agreement as described therein, then the following will apply, subject to Section 8:

(ii) If the Approved Transaction, Board Change or Control Purchase occurs during the Service Period, the Grantee will continue to have the rights otherwise provided under this Agreement with respect to the Earned Performance Share Units.

(iii) In the event of Termination of Service thereafter due to termination of the Grantee by the Company or any of its Subsidiaries for Cause or resignation by the Grantee, but excluding resignation as a result of Disability or for Good Reason, the Grantee shall, effective upon such Termination of Service, forfeit any then unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents, the Vesting Date for which has not yet occurred.

(iv) In the event of Termination of Service thereafter due to death, Disability or Retirement, resignation by the Grantee for Good Reason or termination by the Company or any of its Subsidiaries without Cause, then effective upon such Termination of Service, the Grantee’s then unvested Earned Performance Share Units and any related Unpaid RSU Dividend Equivalent shall become vested and no longer subject to a risk of forfeiture. Settlement in accordance with Section 9 of such Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents will be made as soon as administratively practicable after the Termination of Service, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Termination of Service occurred without regard to whether such termination occurs during the Performance Period or the Service Period.

8. Forfeiture and Recoupment Policy.

(a) Except when the Grantee’s Termination of Service is due to death or Disability, the accelerated vesting of Performance Share Units contemplated or permitted by Sections 5 and 6 shall be contingent upon execution by the Grantee, no later than the 60^th day after the Termination of Service, of a general release, non-solicitation agreement and confidentiality agreement and, if the Committee in its discretion so requires, a non-competition agreement, in each case in favor of the Company and its Subsidiaries and in substance and form approved by the Committee, which form shall be provided by the Company to the Grantee within 15 days after the Termination of Service.

(b) If the Grantee breaches any restrictions, terms or conditions provided in or established by the Committee pursuant to the Plan or this Agreement with respect to the Performance Share Units prior to the vesting thereof (including any attempted or completed transfer of any such unvested Performance Share Units contrary to the terms of the Plan or this Agreement), the unvested Performance Share Units, together with any related Unpaid RSU Dividend Equivalents, will be forfeited immediately.

(c) If the Company’s consolidated financial statements for any of the years taken into account in the Performance Metrics are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and the Committee determines that if the financial results had been properly reported the number of Earned Performance Share Units would have been lower, then the Grantee shall be required to forfeit the excess amount of his or her Earned Performance Share Units, together with any related Unpaid RSU Dividend Equivalents, or to refund any amounts previously delivered to the Grantee. The Grantee’s excess amount will be allocated ratably across the portions of his or her Earned Performance Share Units previously settled and the portions remaining to be settled, unless otherwise determined by the Committee. The amount allocated to portions of the Grantee’s Earned Performance Share Units that have previously been settled shall be promptly refunded to the Company by the Grantee in cash or by transfer of a number of Shares with a Fair Market Value as of the date transferred to the Company that is equal to the Fair Market Value of the Shares as of the date such shares were previously issued or transferred in settlement of the Earned Performance Share Units and the value of any RSU Dividend Equivalents previously paid with respect thereto. The Company shall have the right, exercisable in the Committee’s discretion, to offset, or cause to be offset, any amounts that the Grantee is required to refund to the Company pursuant to this Section 8(c) against any amounts otherwise owed by the Company or any of its subsidiaries to the Grantee.

(d) Upon forfeiture of any Target Performance Share Units or Earned Performance Share Units, such Performance Share Units and any related Unpaid RSU Dividend Equivalents will be immediately cancelled, and the Grantee will cease to have any rights hereunder with respect thereto.

9. Settlement of Vested Performance Share Units. Except as otherwise provided in Section 5, Section 6 and Section 7(a), settlement of Performance Share Units that vest in accordance with this Agreement shall be made as soon as administratively practicable after the applicable Vesting Date, but in no event later than 30 days after such Vesting Date. Settlement of vested Performance Share Units shall be made in payment of Shares, together with any related Unpaid RSU Dividend Equivalents, in accordance with Section 11.

10. Shareholder Rights; RSU Dividend Equivalents. The Grantee shall have no rights of a Shareholder with respect to any Shares represented by any Performance Share Units unless and until such time as Shares represented by vested Performance Share Units have been delivered to the Grantee in accordance with Section 9. The Grantee will have no right to receive, or otherwise with respect to, any RSU Dividend Equivalents until such time, if ever, as the Performance Share Units with respect to which such RSU Dividend Equivalents relate shall have become vested and, if vesting does not occur, the related RSU Dividend Equivalents will be forfeited. RSU Dividend Equivalents shall not bear interest or be segregated in a separate account. Notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate the vesting of any portion of the RSU Dividend Equivalents (the “Vested RSU Dividend Equivalents”). The settlement of any Vested RSU Dividend Equivalents shall be made as soon as administratively practicable after the accelerated vesting date, but in no event later than March 15 of the calendar year following the calendar year in which the Vested RSU Dividend Equivalents became vested.

11. Delivery by Company. As soon as practicable after the vesting of Performance Share Units, and any related Unpaid RSU Dividend Equivalents, and subject to the withholding referred to in Section 17 of this Agreement, the Company will deliver or cause to be delivered to or at the direction of the Grantee (i)(a) a statement of holdings reflecting that the Shares represented by such vested Performance Share Units are held for the benefit of the Grantee in uncertificated form by a third party service provider designated by the Company, or (b) a confirmation of deposit of the Shares represented by such vested Performance Share Units, in book-entry form, into the broker’s account designated by the Grantee, (ii) any securities constituting related vested Unpaid RSU Dividend Equivalents by any applicable method specified in clause (i) above, and (iii) any cash payment constituting related vested Unpaid RSU Dividend Equivalents. Any delivery of securities will be deemed effected for all purposes when (1) a statement of holdings reflecting such securities and, in the case of any Unpaid RSU Dividend Equivalents, any other documents necessary to reflect ownership thereof by the Grantee has been delivered personally to the Grantee or, if delivery is by mail, when the Company or its share transfer agent has deposited the statement of holdings and/or such other documents in the United States or local country mail, addressed to the Grantee, or (2) confirmation of deposit into the designated broker’s account of such securities, in written or electronic format, is first made available to the Grantee. Any cash payment will be deemed effected when a check from the Company, payable to or at the direction of the Grantee and in the amount equal to the amount of the cash payment, has been delivered personally to or at the direction of the Grantee or deposited in the United States mail, addressed to the Grantee or his or her nominee.

12. Nontransferability of Performance Share Units Before Vesting.

(a) Before vesting and during the Grantee’s lifetime, the Performance Share Units and any related Unpaid RSU Dividend Equivalents may not be sold, assigned, transferred by gift or otherwise, pledged, exchanged, encumbered or disposed of (voluntarily or involuntarily), other than an assignment pursuant to a Domestic Relations Order. In the event of an assignment pursuant to a Domestic Relations Order, the unvested Performance Share Units and any related Unpaid RSU Dividend Equivalents so assigned shall be subject to all the restrictions, terms and provisions of this Agreement and the Plan, and the assignee shall be bound by all applicable provisions of this Agreement and the Plan in the same manner as the Grantee.

(b) The Grantee may designate a beneficiary or beneficiaries to whom the Performance Share Units, to the extent then vested, and any related Unpaid RSU Dividend Equivalents will pass upon the Grantee’s death and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on such form as may be prescribed by the Committee, provided that no such designation will be effective unless so filed prior to the death of the Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee’s death, the Performance Share Units, to the extent then vested, and any related Unpaid RSU Dividend Equivalents will pass by will or the laws of descent and distribution. Following the Grantee’s death, the person to whom such vested Performance Share Units and any related Unpaid RSU Dividend Equivalents pass according to the foregoing will be deemed the Grantee for purposes of any applicable provisions of this Agreement. [CLICK HERE TO ACCESS THE DESIGNATION OF BENEFICIARY FORM.]

13. Adjustments. The Performance Share Units and any related Unpaid RSU Dividend Equivalents will be subject to adjustment pursuant to Section 4.2 of the Plan in such manner as the Committee may deem equitable and appropriate in connection with the occurrence following the Grant Date of any of the events described in Section 4.2 of the Plan.

14. Company’s Rights. The existence of this Agreement will not affect in any way the right or power of the Company or its Shareholders to accomplish any corporate act, including, without limitation, the acts referred to in Section 11.16 of the Plan.

15. Limitation of Rights; Executive Share Ownership Policy. Nothing in this Agreement or the Plan will be construed to give the Grantee any right to be granted any future Award other than in the sole discretion of the Committee or give the Grantee or any other person any interest in any fund or in any specified asset or assets of the Company or any of its Subsidiaries. Neither the Grantee nor any person claiming through the Grantee will have any right or interest in Shares represented by any Performance Share Units or any related Unpaid RSU Dividend Equivalents unless and until there shall have been full compliance with all the terms, conditions and provisions of this Agreement and the Plan. Grantee acknowledges and agrees that the transfer by Grantee of the Shares received upon vesting of Performance Share Units shall be subject to Grantee’s compliance with the Company’s Executive Share Ownership Policy, as in effect from time to time.

16. Restrictions Imposed by Law. Without limiting the generality of Section 11.8 of the Plan, the Company shall not be obligated to deliver any Shares represented by vested Performance Share Units or securities constituting any Unpaid RSU Dividend Equivalents if counsel to the Company determines that the issuance or delivery thereof would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange upon which Shares or such other securities are listed. The Company will in no event be obligated to take any affirmative action in order to cause the delivery of Shares represented by vested Performance Share Units or securities constituting any Unpaid RSU Dividend Equivalents to comply with any such law, rule, regulation, or agreement. Any certificates representing any such securities issued or transferred under this Agreement may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws.

17. Mandatory Withholding for Taxes.

(a) To the extent the Grantee or Company is subject to withholding tax or employee social security withholding requirements under any national, state, local or other governmental law with respect to either (i) the award of Performance Share Units to the Grantee or the vesting thereof, or (ii) the designation of any RSU Dividend Equivalents as payable or distributable or the payment, distribution or vesting thereof, in each case as determined by the Company in its sole and absolute discretion (collectively, the “Required Withholding Amount”), then the Grantee agrees that the Company shall withhold (i) from the Shares represented by vested Performance Share Units and otherwise deliverable to the Grantee a number of Shares and/or (ii) from any related RSU Dividend Equivalents otherwise deliverable to the Grantee an amount of such RSU Dividend Equivalents, which collectively have a value (or, in the case of securities withheld, a Fair Market Value) equal to the Required Withholding Amount, unless the Grantee remits the Required Withholding Amount to the Company in cash in such form and by such time as the Company may require or other provisions for withholding such amount satisfactory to the Company have been made. Without limitation to the foregoing sentence, the Grantee hereby agrees that the Required Withholding Amount can also be collected by (i) deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation) or (ii) withholding from proceeds of the sale of Shares acquired upon vesting of the Earned Performance Share Units through a sale arranged by the Company (on the Grantee’s behalf pursuant to this authorization without further consent). Notwithstanding any other provisions of this Agreement, the delivery of any Shares represented by vested Performance Share Units and any related RSU Dividend Equivalents may be postponed until any required withholding taxes have been paid to the Company.

(b) At all times prior to the Vesting Date, the benefit payable under this Agreement is subject to a substantial risk of forfeiture within the meaning of Section 409A and Regulation 1.409A-1(d) (or any successor Regulation). Accordingly, this Agreement is not subject to Section 409A under the short term deferral exclusion. Notwithstanding any other provision of this Agreement, if Grantee is a “specified employee” as such term is defined in Section 409A, and determined as described below, any amounts that would otherwise be payable hereunder as nonqualified deferred compensation within the meaning of Section 409A on account of Termination of Service (other than by reason of death) to the Grantee shall not be payable before the earlier of (i) the date that is six months after the date of the Grantee’s Termination of Service, (ii) the date of the Grantee’s death or (iii) the date that otherwise complies with the requirements of Section 409A. The Grantee shall be deemed a “specified employee” for the twelve-month period beginning on April 1 of a year if the Grantee is a “key employee” as defined in Section 416(i) of the Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year.

18. Notice. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the Company with respect to this Agreement will be in writing and will be delivered personally or sent by United States first class or local country mail, postage prepaid, sent by overnight courier, freight prepaid or sent by facsimile and addressed as follows:

Liberty Latin America Ltd.

1550 Wewatta Street, Suite 710

Denver, CO 80202
Attn: Chief Legal Officer

Any notice or other communication to the Grantee with respect to this Agreement will be in writing and will be delivered personally, or will be sent by United States first class or local country mail, postage prepaid, to the Grantee’s address as listed in the records of the Company on the Grant Date, unless the Company has received written notification from the Grantee of a change of address.

19. Amendment. Notwithstanding any other provision hereof, this Agreement may be supplemented or amended from time to time as approved by the Committee. Without limiting the generality of the foregoing, without the consent of the Grantee,

(a) this Agreement may be amended or supplemented from time to time as approved by the Committee (i) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or (ii) to add to the covenants and agreements of the Company for the benefit of the Grantee or surrender any right or power reserved to or conferred upon the Company in this Agreement, subject to any required approval of the Shareholders and, provided, in each case, that such changes or corrections will not adversely affect the rights of the Grantee with respect to the Award evidenced hereby, or (iii) to reform the Award made hereunder as contemplated by Section 11.18 of the Plan or to exempt the Award made hereunder from coverage under Section 409A, or (iv) to make such other changes as the Company, upon advice of counsel, determines are necessary or advisable because of the adoption or promulgation of, or change in or of the interpretation of, any law or governmental rule or regulation, including any applicable tax or securities laws; and

(b) subject to any required action by the Board or the Shareholders, the Performance Share Units granted under this Agreement may be canceled by the Company and a new Award made in substitution therefor, provided that the Award so substituted will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect any Performance Share Units that are then vested.

20. Grantee Employment or Service.

(a) Nothing contained in this Agreement, and no action of the Company or the Committee with respect hereto, will confer or be construed to confer on the Grantee any right to continue in the employ or service of the Company or any of its Subsidiaries or interfere in any way with any right of the Company or any Subsidiary, subject to the terms of any separate employment or service agreement to the contrary, to terminate the Grantee’s employment or service at any time, with or without cause, or to increase or decrease the Grantee’s compensation from the rate in effect at the date hereof or to change the Grantee’s title or duties.

(b) The Award hereunder is special incentive compensation that will not be taken into account, in any manner, as salary, earnings, compensation, bonus or benefits, in determining the amount of any payment under any pension, retirement, profit sharing, 401(k), life insurance, salary continuation, severance or other employee benefit plan, program or policy of the Company or any of its Subsidiaries or any employment or service agreement or arrangement with the Grantee.

(c) It is a condition of the Grantee’s Award that, in the event of Termination of Service for whatever reason, whether lawful or not, including in circumstances which could give rise to a claim for wrongful and/or unfair dismissal (whether or not it is known at the time of Termination of Service that such a claim may ensue), the Grantee will not by virtue of such Termination of Service, subject to Sections 5, 6 and 7 of this Agreement, become entitled to any damages or severance or any additional amount of damages or severance in respect of any rights or expectations of whatsoever nature the Grantee may have hereunder or under the Plan. Notwithstanding any other provision of the Plan or this Agreement, the Award hereunder will not form part of the Grantee’s entitlement to remuneration or benefits pursuant to the Grantee’s employment or service agreement or arrangement, if any. The rights and obligations of the Grantee under the terms of his or her employment or service agreement, if any, will not be enhanced hereby.

(d) In the event of any inconsistency between the terms hereof or of the Plan and any employment, severance or other agreement with the Grantee, the terms hereof and of the Plan shall control.

21. Nonalienation of Benefits. Except as provided in Section 12 of this Agreement, (i) no right or benefit under this Agreement will be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge the same will be void, and (ii) no right or benefit hereunder will in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Grantee or other person entitled to such benefits.

22. Data Privacy.

(a) The Grantee’s acceptance hereof shall evidence the Grantee’s explicit and unambiguous consent to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data by and among, as applicable, the Grantee’s employer (the “Employer”) and the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, bonus and employee benefits, nationality, job title and description, any Shares or directorships or other positions held in the Company, its subsidiaries and affiliates, details of all options, share appreciation rights, restricted shares, restricted share units or any other entitlement to Shares or other Awards granted, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, annual performance objectives, performance reviews and performance ratings, for the purpose of implementing, administering and managing Awards under the Plan (“Data”).

(b) The Grantee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere, and that the recipients’ country (e.g. the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to deposit any Shares acquired with respect to an Award.

(c) The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may at any time view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. Further, the Grantee understands that he or she is providing the consents herein on a purely voluntary basis. If the Grantee does not consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Grantee’s consent is that the Company would not be able to grant him or her Target Performance Share Units or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his or her consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of a refusal to consent or withdrawal of consent, the Grantee may contact the Grantee’s local human resources representative.

23. Governing Law; Jurisdiction. The validity, interpretation, construction and performance of this Agreement shall be governed in all respects exclusively by the internal laws of the State of Colorado as a contract to be performed in such state and without regard to any principles of conflicts of law thereof. Each party to this Agreement hereby irrevocably consents to the exclusive jurisdiction of, and agrees that any action to enforce, interpret or construe this Agreement or any other agreement or document delivered in connection with this Agreement shall be conducted in, the federal or state courts of the State of Colorado sitting in the City and County of Denver, and the Grantee hereby submits to the personal jurisdiction of such courts and irrevocably waives any defense of improper venue or forum non conveniens to any such action brought in such courts. Each party hereby waives its right to trial by jury.

24. Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules appended hereto, including the Plan. This Agreement is entered into, and the Award evidenced hereby is granted, pursuant to the Plan and shall be governed by and construed in accordance with the Plan and the administrative interpretations adopted by the Committee thereunder. The word “include” and all variations thereof are used in an illustrative sense and not in a limiting sense. All decisions of the Committee upon questions regarding this Agreement will be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control. The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof.

25. Duplicate Originals. The Company and the Grantee may sign any number of copies of this Agreement. Each signed copy will be an original, but all of them together represent the same agreement. Counterparts to this Agreement may be delivered via PDF or other electronic means.

26. Rules by Committee. The rights of the Grantee and the obligations of the Company hereunder will be subject to such reasonable rules and regulations as the Committee may adopt from time to time.

27. Entire Agreement. This Agreement is in satisfaction of and in lieu of all prior discussions and agreements, oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed has been made and that this Agreement contains the entire agreement between the parties hereto with respect to the Award and replaces and makes null and void any prior agreements between the Grantee and the Company regarding the Award. This Agreement will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.

28. Grantee Acceptance. The Grantee will signify acceptance hereof and consent to all the terms and conditions of this Agreement by signing in the space provided on the signature page hereto and returning a signed copy to the Company. If the Grantee does not execute and return this Agreement within 60 days of the Grant Date, the grant of Performance Share Units shall be null and void.

29. 280G Matters. Except as provided in any other agreement between the Grantee and the Company, in the event it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Grantee pursuant to this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates (“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then the amount of the Payment shall be either (i) reduced (a “Reduction”) to the minimum extent necessary to avoid imposition of such Excise Tax or (ii) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). For purposes of any Reduction, the Payments that shall be reduced shall be those that provide the Grantee the best economic benefit, and to the extent any Payments are economically equivalent, each shall be reduced pro rata. All determinations required to be made under this Section shall be made by the Company’s accounting firm (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Grantee. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Grantee. By accepting this Agreement, the Grantee acknowledges and agrees that the provisions of this Section shall apply to all future compensation earned by the Grantee from the Company and its affiliates, and that this Section 29 shall survive the settlement and termination of this Agreement.

Signature Page to Performance Share Units Agreement

dated as of July 18, 2018, between Liberty Latin America Ltd. and the Grantee

LIBERTY LATIN AMERICA LTD.

By: /s/ Authorized Signatory
Name: Authorized Signatory
Title: Senior Vice President

ACCEPTED:

Grantee Name: Balan Nair

Address:

City/State/Country:

Optionee ID:

Grant No. _________

Number of Target Performance Share Units (LILA Class __) Awarded

Exhibit 10.2

[LILA Class __]

LIBERTY LATIN AMERICA

2018 INCENTIVE PLAN

(Effective December 29, 2017)

PERFORMANCE SHARE UNITS AGREEMENT

THIS PERFORMANCE SHARE UNITS AGREEMENT (“Agreement”) is made as of [DATE] by and between LIBERTY LATIN AMERICA LTD., an exempted Bermuda company limited by shares (the “Company”), and the individual whose name, address, and Optionee ID number appear on the signature page hereto (the “Grantee”).

Pursuant to the Plan, the Compensation Committee appointed by the Board pursuant to Article 3 of the Plan to administer the Plan (the “Committee”) has determined that it is in the best interest of the Company and its Shareholders to award performance-based restricted share units to the Grantee effective as of [DATE] (the “Grant Date”), subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee additional remuneration for services rendered, to encourage the Grantee to continue to provide services to the Company or its Subsidiaries and to increase the Grantee’s personal interest in the continued success and progress of the Company.

The Company and the Grantee therefore agree as follows:

1.Definitions. The following terms, when used in this Agreement, have the following meanings:

“Act” means the Bermuda Companies Act 1981, as amended from time to time, and the rules and regulations thereunder.

“Annual Performance Rating” means the performance rating received by the Grantee during the Company’s Annual Performance Review Process.

“Cause” has the meaning specified for “cause” in Section 11.2(c) of the Plan.

“Committee” has the meaning specified in the recitals to this Agreement.

“Company” means Liberty Latin America Ltd., an exempted Bermuda company limited by shares.

“Good Reason” for the Grantee to resign from his or her employment with the Company and its Subsidiaries means that any of the following occurs, is not consented to by the Grantee and, except for purposes of Section 7(b), is not the result of the Grantee’s poor performance:

(i)any material diminution in the Grantee’s base compensation;

(ii)the material diminution of the Grantee’s official position or authority, but excluding isolated or inadvertent action not taken in bad faith that is remedied promptly after notice; or

(iii)the Company requires the Grantee to relocate his/her principal business office to a different country.

For the Grantee’s Termination of Service to constitute resignation for Good Reason, the Grantee must notify the Committee in writing within 30 days of the occurrence of such event that Good Reason exists for resignation, the Company must not have taken corrective action within 60 days after such notice is given so that Good Reason for resignation ceases to exist, and the Grantee must terminate his or her employment with the Company and its Subsidiaries within six months after such notice is given or such longer period (but in any event not to exceed two years following the initial occurrence of such event) as may be required by the provisions of any employment agreement or other contract or arrangement with the Company or its Subsidiaries to which the Grantee is a party.