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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2022
OR
☐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
lila-20220930_g1.jpg
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, 
 HamiltonHM 11
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (441) 295-5950 or (303) 925-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolsName of Each Exchange on Which Registered
Class A Common Shares, par value $0.01 per shareLILAThe NASDAQ Stock Market LLC
Class C Common Shares, par value $0.01 per shareLILAKThe NASDAQ Stock Market LLC
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.
Large Accelerated Filer☑Accelerated Filer ☐Non-Accelerated Filer☐
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, 2022 was: 43,984,123 Class A; 2,055,034 Class B; and 171,378,371 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, 2022 and December 31, 2021 (unaudited)
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)
Condensed Consolidated Statements of Comprehensive Earnings (Loss) for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)
Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 4.CONTROLS AND PROCEDURES
PART II - OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS
Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 6.EXHIBITS



GLOSSARY OF DEFINED TERMS
Unless the context requires otherwise, references to Liberty Latin America, “we,” “our,” “our company” and “us” in this Quarterly Report on Form 10-Q (as defined below) may refer to Liberty Latin America Ltd. or collectively to Liberty Latin America Ltd. and its subsidiaries. We have used several other terms in this Quarterly Report on Form 10-Q, most of which are defined or explained below.
2021 Form 10-KAnnual Report on Form 10-K for the year ended December 31, 2021
2020 Share Repurchase ProgramThe share repurchase program that was authorized by our Directors on March 16, 2020 that authorized us to repurchase from time to time up to $100 million of our Class A and/or Class C common shares and expired in March 2022
2022 Share Repurchase ProgramThe share repurchase program that was authorized by our Directors on February 22, 2022 that authorizes us to repurchase from time to time up to $200 million of our Class A and/or Class C common shares through December 2024
2026 SPV Credit Facility$1.0 billion principal amount LIBOR + 5.0% term loan facility due October 15, 2026 issued by LCPR Loan Financing (repaid during 2021)
2027 C&W Senior Notes$1.2 billion aggregate principal amount 6.875% senior notes due September 15, 2027 issued by C&W Senior Finance
2027 C&W Senior Secured Notes
$495 million aggregate principal amount 5.75% senior secured notes due September 7, 2027 issued by Sable International Finance Limited
2027 LPR Senior Secured Notes$1.2 billion aggregate principal amount 6.75% senior secured notes due October 15, 2027 issued by LCPR Senior Secured Financing
2027 LPR Senior Secured Notes Add-on$90 million principal amount issued at 102.5% of par under the existing 2027 LPR Senior Secured Notes indenture
2028 CWP Term Loan A$275 million principal amount 4.25% term loan facility due January 18, 2028 issued by CWP
2028 CWP Term Loan B$160 million principal amount 4.25% term loan facility due January 18, 2028 issued by CWP
2028 LPR Term Loan$620 million principal amount LIBOR + 3.75% term loan facility due October 15, 2028 issued by LCPR Loan Financing
2028 VTR Senior Notes$483 million principal amount 6.375% senior notes due July 15, 2028 issued by VTR Finance N.V.
2028 VTR Senior Secured Notes$474 million principal amount 5.125% senior secured notes due January 15, 2028 issued by VTR Comunicaciones SpA
2029 LPR Senior Secured Notes$820 million principal amount 5.125% senior secured notes due July 15, 2029 issued by LCPR Senior Secured Financing
2029 VTR Senior Secured Notes$392 million principal amount 4.375% senior secured notes due April 15, 2029 issued by VTR Comunicaciones SpA
Adjusted OIBDAOperating income or loss before share-based compensation, depreciation and amortization, 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.
Adjusted Term SOFRSOFR U.S. dollar denominated loans adjusted as follows: (i) 0.11448% for a one-month interest period, (ii) 0.26161% for a three-month interest period and (iii) 0.42826% for a six-month interest period
América MóvilAmérica Móvil S.A.B. de C.V.
Annual Report on Form 10-KAnnual Report on Form 10-K as filed with the SEC under the Exchange Act
ARPUAverage monthly subscription revenue per average fixed RGU or mobile subscriber, as applicable
ASUAccounting Standards Update
AT&TAT&T Inc.
AT&T AcquisitionOctober 31, 2020 acquisition of all of the outstanding shares of the AT&T Acquired Entities
AT&T Acquired EntitiesCollectively, Liberty Mobile Inc., Liberty Mobile Puerto Rico Inc. and Liberty Mobile USVI Inc.
B2BBusiness-to-business

GLOSSARY OF DEFINED TERMS – (Continued)
Broadband VI, LLC AcquisitionDecember 31, 2021 acquisition of 96% of Broadband VI, LLC
C&WCable & Wireless Communications Limited and its subsidiaries
C&W BahamasThe Bahamas Telecommunications Company Limited, a 49%-owned subsidiary of C&W that owns all of our operations in the Bahamas
C&W CaribbeanReportable segment that includes all subsidiaries of C&W, excluding those within our C&W Panama and C&W Networks & LatAm segments
C&W Credit FacilitiesSenior secured credit facilities of certain subsidiaries of C&W comprised of: (i) C&W Term Loan B-6 Facility; (ii) C&W Term Loan B-5 Facility; (iii) C&W Revolving Credit Facility; and (iv) C&W Regional Facilities
C&W JamaicaCable & Wireless Jamaica Limited, a 92%-owned subsidiary of C&W
C&W Networks & LatAmReportable segment comprising our managed services and wholesale business, which primarily operates through our subsea and terrestrial fiber optic cable networks; the segment comprises certain subsidiaries of C&W
C&W NotesThe senior and senior secured notes of C&W comprised of: (i) 2027 C&W Senior Secured Notes; and (ii) 2027 C&W Senior Notes
C&W PanamaReportable segment for our operations in Panama
C&W Regional FacilitiesPrimarily comprised of credit facilities at CWP, Columbus Communications Trinidad Limited and C&W Jamaica
C&W Revolving Credit Facility$630 million LIBOR + 3.25% revolving credit facility, $50 million of which is due June 30, 2023 and $580 million due January 30, 2027, of C&W
C&W Senior FinanceC&W Senior Finance Limited, a wholly-owned subsidiary of C&W
C&W Term Loan B-5 Facility$1,510 million principal amount LIBOR + 2.25% term loan B-5 facility due January 31, 2028 of C&W
C&W Term Loan B-6 Facility$590 million principal amount LIBOR + 3.00% term loan B-6 facility due October 15, 2029 of C&W
Capped CallsCapped call option contracts issued in connection with the issuance of our Convertible Notes
Chile JVDefined as the October 2022 formation of a joint venture between Liberty Latin America and América Móvil that is 50:50 owned by each investee
Chile JV EntitiesRepresents the entities that were contributed to the Chile JV, consisting of Lila Chile Holding BV and its subsidiaries, which include VTR
CIPConstruction-in-process
Claro PanamaAmérica Móvil's operations in Panama
Claro Panama AcquisitionJuly 1, 2022 acquisition of Claro Panama
CLPChilean peso
Convertible Notes$403 million principal amount 2% convertible senior notes due July 15, 2024 issued by Liberty Latin America
COPColombian peso
CPECustomer premises equipment
CRCCosta Rican colón
CWPCable & Wireless Panama, S.A., a 49%-owned subsidiary of C&W that owns most of our operations in Panama
CWP Credit FacilitiesCredit facilities of CWP comprised of: (i) 2028 CWP Term Loan A; (ii) 2028 CWP Term Loan B; and (iii) CWP Revolving Credit Facility
CWP Revolving Credit Facility$20 million principal amount at Adjusted Term SOFR + 3.75% revolving credit facility due January 18, 2027 issued by CWP
DirectorsMembers of Liberty Latin America’s board of directors
EIPEquipment installment-plan
EPSEarnings or loss per share
Exchange ActSecurities Exchange Act of 1934, as amended
ExecutivesLiberty Latin America's Principal Executive Officer and Principal Financial Officer
FASBFinancial Accounting Standards Board
FCCUnited States Federal Communications Commission

GLOSSARY OF DEFINED TERMS – (Continued)
FXForeign currency translation effects
Hurricane FionaHurricane impacting our operations in Puerto Rico during September 2022
JMDJamaican dollar
LCPRLiberty Communications of Puerto Rico LLC
LCPR Loan Financing
LCPR Loan Financing LLC, a consolidated special purpose financing entity
LCPR Senior Secured Financing
LCPR Senior Secured Financing Designated Activity Company, a consolidated special purpose financing entity
Liberty Communications PRLiberty Communications PR Holding LP and its subsidiaries, which include LCPR and Liberty Mobile and its subsidiaries
Liberty Costa RicaReportable segment comprised of Liberty Servicios and Liberty Telecomunicaciones
Liberty Costa Rica Credit FacilitiesSenior secured credit facilities of Liberty Servicios comprised of: (i) Liberty Servicios Term Loan B-1 Facility; (ii) Liberty Servicios Term Loan B-2 Facility; and (iii) Liberty Servicios Revolving Credit Facility
Liberty Latin America SharesCollectively, Class A, Class B and Class C common shares of Liberty Latin America
Liberty MobileLiberty Mobile Inc. and it subsidiaries
Liberty Puerto RicoReportable segment comprising Liberty Communications PR, which has operations in Puerto Rico and the U.S. Virgin Islands
Liberty ServiciosLiberty Servicios Fijos LY, S.A. (formerly known as Cabletica, S.A.), an indirectly 80%-owned subsidiary in Costa Rica, and its subsidiaries, including Liberty Telecomunicaciones
Liberty Servicios Revolving Credit Facility$15 million LIBOR + 4.25% revolving credit facility due August 1, 2024 of Liberty Servicios
Liberty Servicios Term Loan B-1 Facility$277 million principal amount LIBOR + 5.50% term loan facility, 50% of which is due February 1, 2024 and 50% due August 1, 2024, of Liberty Servicios
Liberty Servicios Term Loan B-2 FacilityCRC 80 billion principal amount TBP + 6.75% term loan facility, 50% of which is due February 1, 2024 and 50% due August 1, 2024, of Liberty Servicios
Liberty TelecomunicacionesLiberty Telecomunicaciones de Costa Rica LY, S.A. (formerly known as Telefónica de Costa Rica TC, S.A.), an indirectly 80%-owned subsidiary in Costa Rica and it's subsidiary
Liberty Telecomunicaciones Acquisition
August 9, 2021 acquisition of Telefónica’s wireless operations in Costa Rica
LIBORLondon Inter-Bank Offered Rate
LPR Credit FacilitiesSenior secured credit facilities of Liberty Puerto Rico comprised of: (i) LPR Revolving Credit Facility; and (ii) 2028 LPR Term Loan
LPR Revolving Credit Facility$173 million LIBOR + 3.5% revolving credit facility due March 15, 2027 of LCPR
LPR Senior Secured Notes
Senior secured notes of Liberty Puerto Rico comprised of: (i) 2029 LPR Senior Secured Notes; (ii) 2027 LPR Senior Secured Notes; and (iii) 2027 LPR Senior Secured Notes Add-on
MVNOMobile virtual network operator
PSARsPerformance-based stock appreciation rights
PSUsPerformance-based restricted stock units
Quarterly Report on Form 10-QQuarterly Report on Form 10-Q as filed with the SEC under the Exchange Act
RGURevenue generating unit
RSUsRestricted stock units
SARsStock appreciation rights
SECU.S. Securities and Exchange Commission
SERNAC
Servicio Nacional del Consumidor (the Chilean National Consumer Authority)
Share Repurchase ProgramsCollectively, the 2020 Share Repurchase Program and the 2022 Share Repurchase Program
SOFRReference rate based on secured overnight financing rate administered by the Federal Reserve Bank of New York
TABTasa Activa Bancaria interest rate

GLOSSARY OF DEFINED TERMS – (Continued)
TBPTasa Básica Pasiva interest rate
TelefónicaTelefónica, S.A., a telecommunications company with operations primarily in Europe and Latin America
Telefónica Acquisition AgreementThe agreement dated July 30, 2020 with Telefónica for our acquisition of their operations in Costa Rica
U.K.United Kingdom
U.S.United States
U.S. GAAPGenerally accepted accounting principles in the United States
VATValue-added taxes
VTRVTR Finance N.V. and its subsidiaries, a reportable segment through the date of close of the Chile JV
VTR Credit FacilitiesSenior secured credit facilities of VTR comprising: (i) VTR RCF – A; and (ii) VTR RCF – B
VTR RCF – ACLP 45 billion TAB + 3.35% revolving credit facility due June 15, 2026 of VTR
VTR RCF – B$200 million LIBOR + 2.75% revolving credit facility due June 15, 2026 of VTR
VTR TLB-1 FacilityCLP 141 billion principal amount ICP +3.8% term loan facility of VTR (repaid during 2021)
VTR TLB-2 FacilityCLP 33 billion principal amount 7% term loan facility of VTR (repaid during 2021)
Weather DerivativesWeather derivative contracts that provide insurance coverage for certain weather-related events


LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
 
September 30,
2022		December 31,
2021
 in millions
ASSETS
Current assets:
Cash and cash equivalents$769.2 $956.7 
Trade receivables, net590.4 526.6 
Prepaid expenses87.5 67.7 
Current notes receivable, net99.9 100.2 
Other current assets, net561.6 400.7 
Total current assets2,108.6 2,051.9 
Goodwill 3,416.6 3,948.0 
Property and equipment, net 4,275.0 4,168.4 
Intangible assets not subject to amortization
1,592.8 1,592.4 
Intangible assets subject to amortization, net
717.3 788.6 
Assets held for sale1,399.6 1,568.7 
Other assets, net 1,553.0 1,247.7 
Total assets$15,062.9 $15,365.7 



The accompanying notes are an integral part of these condensed consolidated financial statements.
1

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS – (Continued)
(unaudited)
September 30,
2022		December 31,
2021
 in millions
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$412.2 $398.0 
Current portion of deferred revenue 143.4 148.0 
Current portion of debt and finance lease obligations208.0 106.3 
Accrued interest95.5 113.0 
Accrued payroll and employee benefits84.9 100.5 
Current operating lease liabilities75.6 82.0 
Other accrued and current liabilities 571.2 566.7 
Total current liabilities1,590.8 1,514.5 
Long-term debt and finance lease obligations 7,643.5 7,459.6 
Deferred tax liabilities 703.8 692.1 
Deferred revenue113.0 152.6 
Liabilities associated with assets held for sale1,668.5 1,854.1 
Other long-term liabilities 817.4 795.4 
Total liabilities12,537.0 12,468.3 
Commitments and contingencies
Equity:
Liberty Latin America shareholders:
Class A, $0.01 par value; 500,000,000 shares authorized; 51,788,297 and 44,489,381 shares issued and outstanding, respectively, at September 30, 2022; 50,127,969 and 45,482,853 shares issued and outstanding, respectively, at December 31, 2021
0.5 0.5 
Class B, $0.01 par value; 50,000,000 shares authorized; 2,055,034 shares issued and outstanding at September 30, 2022; 1,930,907 shares issued and outstanding at December 31, 2021
— — 
Class C, $0.01 par value; 500,000,000 shares authorized; 187,329,320 and 171,675,362 shares issued and outstanding, respectively, at September 30, 2022; 183,643,584 and 182,270,626 shares issued and outstanding, respectively, at December 31, 2021
1.9 1.8 
Undesignated preference shares, $0.01 par value; 50,000,000 shares authorized; nil shares issued and outstanding at each period
— — 
Treasury shares, at cost; 22,952,874 and 6,018,074 shares, respectively
(226.4)(74.0)
Additional paid-in capital
5,164.1 5,075.3 
Accumulated deficit(3,004.2)(2,693.9)
Accumulated other comprehensive loss, net of taxes(59.7)(89.7)
Total Liberty Latin America shareholders
1,876.2 2,220.0 
Noncontrolling interests649.7 677.4 
Total equity2,525.9 2,897.4 
Total liabilities and equity$15,062.9 $15,365.7 
The accompanying notes are an integral part of these condensed consolidated financial statements.
2

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions, except per share amounts
Revenue $1,222.0 $1,196.3 $3,654.4 $3,534.2 
Operating costs and expenses (exclusive of depreciation and amortization, shown separately below):
Programming and other direct costs of services
299.1 297.2 903.3 864.8 
Other operating costs and expenses
528.7 489.0 1,521.4 1,406.8 
Depreciation and amortization234.3 252.0 661.7 736.3 
Impairment, restructuring and other operating items, net7.0 22.1 583.4 41.3 
1,069.1 1,060.3 3,669.8 3,049.2 
Operating income (loss)152.9 136.0 (15.4)485.0 
Non-operating income (expense):
Interest expense(149.2)(137.1)(415.8)(397.2)
Realized and unrealized gains on derivative instruments, net135.4 292.0 385.0 464.2 
Foreign currency transaction losses, net(56.5)(136.2)(221.9)(206.0)
Gains (losses) on debt extinguishments41.1 (1.9)41.1 (25.2)
Other expense, net(1.8)(41.1)(7.0)(42.1)
(31.0)(24.3)(218.6)(206.3)
Earnings (loss) before income taxes
121.9 111.7 (234.0)278.7 
Income tax expense(39.1)(39.8)(101.6)(110.7)
Net earnings (loss)82.8 71.9 (335.6)168.0 
Net loss attributable to noncontrolling interests
1.3 4.2 25.3 6.0 
Net earnings (loss) attributable to Liberty Latin America shareholders
$84.1 $76.1 $(310.3)$174.0 
Basic net earnings (loss) per share attributable to Liberty Latin America shareholders$0.38 $0.33 $(1.38)$0.75 
Dilutive net earnings (loss) per share attributable to Liberty Latin America shareholders$0.38 $0.32 $(1.38)$0.74 




The accompanying notes are an integral part of these condensed consolidated financial statements.
3

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)
(unaudited)
 
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Net earnings (loss)$82.8 $71.9 $(335.6)$168.0 
Other comprehensive earnings, net of taxes:
Foreign currency translation adjustments21.7 52.6 52.9 9.5 
Reclassification adjustments included in net earnings (loss)(3.2)(0.2)(6.7)2.4 
Other(7.6)9.9 (16.7)13.1 
Other comprehensive earnings10.9 62.3 29.5 25.0 
Comprehensive earnings (loss)93.7 134.2 (306.1)193.0 
Comprehensive loss attributable to noncontrolling interests0.8 4.0 25.8 6.4 
Comprehensive earnings (loss) attributable to Liberty Latin America shareholders$94.5 $138.2 $(280.3)$199.4 


The accompanying notes are an integral part of these condensed consolidated financial statements.
4

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
Liberty Latin America shareholdersNon-controlling
interests		Total equity
Common sharesTreasury StockAdditional paid-in capitalAccumulated deficitAccumulated
other
comprehensive loss, net of taxes		Total Liberty Latin America shareholders
Class AClass BClass C
in millions
Balance at July 1, 2021$0.5 $— $1.8 $(19.5)$5,032.5 $(2,158.2)$(162.3)$2,694.8 $725.3 $3,420.1 
Net earnings— — — — — 76.1 — 76.1 (4.2)71.9 
Other comprehensive earnings— — — — — — 62.1 62.1 0.2 62.3 
Repurchase of Liberty Latin America common shares— — — (20.0)— — — (20.0)— (20.0)
Contributions from noncontrolling interest owners— — — — — — — — 46.9 46.9 
Share-based compensation— — — — 25.1 — — 25.1 — 25.1 
Other— — — — 0.1 — — 0.1 — 0.1 
Balance at September 30, 2021$0.5 $— $1.8 $(39.5)$5,057.7 $(2,082.1)$(100.2)$2,838.2 $768.2 $3,606.4 
Balance at January 1, 2021$0.5 $— $1.8 $(9.5)$4,982.0 $(2,256.1)$(125.6)$2,593.1 $729.0 $3,322.1 
Net earnings— — — — — 174.0 — 174.0 (6.0)168.0 
Other comprehensive earnings— — — — — — 25.4 25.4 (0.4)25.0 
Repurchase of Liberty Latin America common shares— — — (30.0)— — — (30.0)— (30.0)
Distributions to noncontrolling interest owners— — — — — — — — (1.3)(1.3)
Contributions from noncontrolling interest owners— — — — — — — — 46.9 46.9 
Share-based compensation— — — — 75.7 — — 75.7 — 75.7 
Balance at September 30, 2021$0.5 $— $1.8 $(39.5)$5,057.7 $(2,082.1)$(100.2)$2,838.2 $768.2 $3,606.4 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – (Continued)
(unaudited)
Liberty Latin America shareholdersNon-controlling
interests		Total equity
Common sharesTreasury StockAdditional paid-in capitalAccumulated deficitAccumulated
other
comprehensive loss, net of taxes		Total Liberty Latin America shareholders
Class AClass BClass C
in millions
Balance at July 1, 2022$0.5 $— $1.9 $(192.8)$5,146.2 $(3,088.3)$(70.1)$1,797.4 $650.5 $2,447.9 
Net earnings— — — — — 84.1 — 84.1 (1.3)82.8 
Other comprehensive earnings— — — — — — 10.4 10.4 0.5 10.9 
Repurchase of Liberty Latin America common shares— — — (33.6)— — — (33.6)— (33.6)
Share-based compensation— — — — 17.9 — — 17.9 — 17.9 
Balance at September 30, 2022$0.5 $— $1.9 $(226.4)$5,164.1 $(3,004.2)$(59.7)$1,876.2 $649.7 $2,525.9 
Balance at January 1, 2022$0.5 $— $1.8 $(74.0)$5,075.3 $(2,693.9)$(89.7)$2,220.0 $677.4 $2,897.4 
Net loss— — — — — (310.3)— (310.3)(25.3)(335.6)
Other comprehensive earnings— — — — — — 30.0 30.0 (0.5)29.5 
Repurchase of Liberty Latin America common shares— — — (152.4)— — — (152.4)— (152.4)
Distributions to noncontrolling interest owners— — — — — — — — (1.9)(1.9)
Share-based compensation— — 0.1 — 88.8 — — 88.9 — 88.9 
Balance at September 30, 2022$0.5 $— $1.9 $(226.4)$5,164.1 $(3,004.2)$(59.7)$1,876.2 $649.7 $2,525.9 

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) 
 Nine months ended September 30,
 20222021
 in millions
Cash flows from operating activities:
Net earnings (loss)$(335.6)$168.0 
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Share-based compensation expense82.6 88.9 
Depreciation and amortization661.7 736.3 
Impairments558.5 3.0 
Losses (gains) on dispositions1.9 (10.0)
Amortization of deferred financing costs, premiums and discounts, net27.8 24.4 
Realized and unrealized gains on derivative instruments, net(385.0)(464.2)
Foreign currency transaction losses, net221.9 206.0 
Losses (gains) on debt extinguishments(41.1)25.2 
Impairment of an investment— 41.1 
Deferred income tax expense15.0 51.7 
Changes in operating assets and liabilities, net of the effect of acquisitions and dispositions(315.9)(152.6)
Net cash provided by operating activities491.8 717.8 
Cash flows from investing activities:
Capital expenditures(497.7)(544.7)
Cash paid in connection with acquisitions, net of cash acquired(234.1)(520.6)
Proceeds from dispositions3.6 20.6 
Other investing activities, net(16.4)(30.6)
Net cash used by investing activities$(744.6)$(1,075.3)











The accompanying notes are an integral part of these condensed consolidated financial statements.
7

LIBERTY LATIN AMERICA LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
(unaudited) 
 Nine months ended September 30,
 20222021
 in millions
Cash flows from financing activities:
Borrowings of debt$315.3 $1,046.2 
Payments of principal amounts of debt and finance lease obligations(220.8)(443.8)
Repurchase of Liberty Latin America common shares(152.9)(30.0)
Net cash received (paid) related to derivative instruments97.6 (43.0)
Payment of financing costs and debt redemption premiums(6.5)(37.2)
Distributions to noncontrolling interest owners(1.9)(1.3)
Capital contribution from noncontrolling interest owner— 46.9 
Other financing activities, net(8.9)(7.2)
Net cash provided by financing activities21.9 530.6 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3.5)(6.7)
Net increase (decrease) in cash, cash equivalents and restricted cash(234.4)166.4 
Cash, cash equivalents and restricted cash:
Beginning of period1,074.2 912.5 
End of period$839.8 $1,078.9 
Cash paid for interest
$403.4 $361.0 
Net cash paid for taxes
$83.6 $21.7 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements
September 30, 2022
(unaudited)

(1)    Basis of Presentation
See the Glossary of defined terms at the beginning of this Quarterly Report on Form 10-Q for terms used throughout the condensed consolidated financial statements.
General
Liberty Latin America Ltd. is a registered company in Bermuda that primarily includes (i) C&W; (ii) Liberty Communications PR; (iii) LBT CT Communications, S.A. (a less than wholly-owned entity) and its subsidiaries, which include Liberty Servicios and, as of August 9, 2021 and as further described in note 4, Liberty Telecomunicaciones; and (iv) VTR. C&W owns less than 100% of certain of its consolidated subsidiaries, including C&W Bahamas, C&W Jamaica and CWP.
We are an international provider of fixed, mobile and subsea telecommunications services. We provide:
A.residential and B2B services in:
i.over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and C&W Panama;
ii.Puerto Rico, through our reportable segment Liberty Puerto Rico;
iii.Costa Rica, through our reportable segment Liberty Costa Rica;
iv.Chile, through our reportable segment VTR; and
B.through our reportable segment C&W Networks & LatAm, (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in that region.
As further described in note 8, we are accounting for the Chile JV Entities as "held for sale”. Consistent with the applicable guidance, we have not reflected reclassifications to exclude the Chile JV Entities from continuing operations in our condensed consolidated statements of operations or cash flows or related footnote disclosures. Subsequent to September 30, 2022, we completed the formation of the Chile JV.
Unless otherwise indicated, ownership percentages are calculated as of September 30, 2022.
The accompanying condensed consolidated financial statements have been prepared in accordance with 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 2021 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, expected credit losses, programming and copyright expenses, deferred income taxes and related valuation allowances, loss contingencies, fair value measurements, impairment assessments, capitalization of internal costs associated with construction and installation activities, useful lives of long-lived assets and actuarial liabilities associated with certain benefit plans. Actual results could differ from those estimates. Certain prior-period amounts have been reclassified to conform to the current period presentation.

9
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Correction of Immaterial Errors
We identified certain errors in our previously reported consolidated financial statements, primarily related to revenue, programming and other direct costs of services, trade receivables, note receivables, other assets, depreciation and amortization of long-lived assets and asset impairments. We have completed a quantitative and qualitative evaluation of the errors and concluded that they are immaterial to the previously issued condensed consolidated financial statements. Notwithstanding this evaluation, we have revised (i) our December 31, 2021 consolidated balance sheet, (ii) our consolidated statements of operations, comprehensive earnings, and equity for the three and nine months ended September 30, 2021, and (iii) our cash flows for the nine months ended September 30, 2021 for these errors. The tables below set forth the adjustments to the primary condensed consolidated financial statement line items resulting from these adjustments:
Three months ended September 30, 2021Nine months ended September 30, 2021
As Previously ReportedAdjustmentsAs AdjustedAs Previously ReportedAdjustmentsAs Adjusted
in millions
Revenue$1,192.0 $4.3 $1,196.3 $3,519.9 $14.3 $3,534.2 
Operating income$137.4 $(1.4)$136.0 $475.8 $9.2 $485.0 
Earnings before income taxes$113.1 $(1.4)$111.7 $269.5 $9.2 $278.7 
Net earnings attributable to Liberty Latin America shareholders$78.2 $(2.1)$76.1 $170.4 $3.6 $174.0 
December 31, 2021
As Previously ReportedAdjustmentsAs Adjusted
in millions
Current assets$2,066.2 $(14.3)$2,051.9 
Total assets$15,386.0 $(20.3)$15,365.7 
Total liabilities$12,472.6 $(4.3)$12,468.3 
Total equity$2,913.4 $(16.0)$2,897.4 

(2)    Accounting Changes and Recent Accounting Pronouncements
Accounting Changes
ASU 2020-06
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options and Derivatives and Hedging—Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which (i) reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification and (ii) makes targeted improvements to convertible instruments and earnings-per-share disclosure requirements. We adopted ASU 2020-06 effective January 1, 2022 and it did not have a material impact on our condensed consolidated financial statements.
10
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Recent Accounting Pronouncements
ASU 2022-04
In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (ASU 2022-04), which requires that a buyer in a supplier finance program to disclose certain information about the program to allow financial statement users to understand the nature of the program, activity during the period and changes to the program from period to period. The disclosure requirements include (i) the key terms of the program, including payments terms, (ii) the amount and location in the balance sheet of obligations outstanding with the finance provider or intermediary, and (iii) a rollforward of the obligations during the annual period. With the exception of the rollforward disclosure requirements, ASU 2022-04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The rollforward information is effective for fiscal years beginning after December 15, 2023. We are currently evaluating the impact ASU 2022-04 will have to the disclosures of our consolidated financial statements.
ASU 2020-04 and ASU 2021-01
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04), which provides optional guidance for a limited time to ease the potential accounting burden associated with transitioning away from reference rates, such as the LIBOR. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848) (ASU 2021-01), which clarifies certain optional expedients and exceptions in ASC 848. The expedients and exceptions provided by ASU 2020-04 and ASU 2021-01 are for the application of U.S. GAAP to contracts, hedging relationships and other transactions affected by the rate reform. In March 2021, LIBOR’s regulator announced that certain tenors of USD LIBOR will continue to be published through June 30, 2023. We do not currently expect that the phase out of LIBOR will have a material impact on our condensed consolidated financial statements.

(3)    Current Expected Credit Losses
The changes in our allowance for expected credit losses associated with trade receivables are set forth below:
Nine months ended September 30,
20222021
in millions
Balance at beginning of period$80.3 $100.0 
Provision for expected losses, net52.2 38.6 
Write-offs(44.4)(48.7)
Foreign currency translation adjustments and other(1.3)(9.4)
Balance at end of period$86.8 $80.5 
11
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
The changes in our allowance for expected credit losses associated with our current and long-term notes receivables are set forth below:
Nine months ended September 30,
20222021
in millions
Balance at beginning of period$32.3 $16.2 
Provision for expected losses, net0.1 1.1 
Foreign currency translation adjustments and other(21.8)10.1 
Balance at end of period$10.6 $27.4 

(4)    Acquisitions
2022 Acquisition
Claro Panama Acquisition. On September 14, 2021, we entered into a definitive agreement to acquire América Móvil’s operations in Panama in an all-cash transaction based upon an enterprise value of $200 million on a cash- and debt-free basis. On July 1, 2022, we completed the acquisition of Claro Panama, which was financed through a combination of debt and existing cash.
The following table sets forth a reconciliation of the stated purchase price to the net cash paid (in millions):
Stated purchase price
$200.0 
Preliminary working capital adjustments12.6 
Total purchase price212.6 
Opening balance sheet cash
(1.2)
Net cash paid for the Claro Panama Acquisition
$211.4 
We have accounted for the Claro Panama Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Claro Panama based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. The preliminary opening balance sheet is subject to adjustment based on our final assessment of the fair values of the acquired identifiable net assets and liabilities. The items with the highest likelihood to change upon finalization of the valuation process include property and equipment, goodwill, intangible assets, leases and income taxes. A summary of the purchase price and the preliminary opening balance sheet of Claro Panama at the July 1, 2022 acquisition date is presented in the following table (in millions):
Current assets$42.8 
Goodwill (a)16.5 
Property and equipment139.6 
Intangible assets subject to amortization (b)49.8 
Other assets (c)130.6 
Current liabilities(48.1)
Long-term liabilities (d)(118.6)
Total purchase price$212.6 
12
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
(a)The goodwill recognized in connection with the Claro Panama Acquisition is primarily attributable to synergies that are expected to be achieved through the integration of Claro Panama with Liberty Latin America’s existing business in Panama. Due to the nature of the Claro Panama Acquisition, no tax deductions related to goodwill are expected.
(b)At July 1, 2022, the preliminary assessment of the weighted average useful life of the spectrum intangible assets was approximately 6 years.
(c)Primarily consists of operating lease right-of-use assets.
(d)Primarily consists of the non-current portion of operating lease obligations.
Our condensed consolidated statements of operations for each of the three and nine months ended September 30, 2022 include revenue and net loss of $35 million and $7 million, respectively, attributable to Claro Panama.
2021 Acquisition
Liberty Telecomunicaciones Acquisition. On July 30, 2020, we entered into the Telefónica Acquisition Agreement to acquire Telefónica S.A.’s operations in Costa Rica in an all-cash transaction based upon an enterprise value of $500 million on a cash- and debt-free basis. On August 9, 2021, we completed the acquisition of all of the outstanding shares of Liberty Telecomunicaciones. The Liberty Telecomunicaciones Acquisition was financed through a combination of debt, existing cash and a $47 million equity contribution from the noncontrolling interest owner of our Liberty Servicios entity.
During the first quarter of 2022, we finalized the purchase price for the Liberty Telecomunicaciones Acquisition, which resulted in a reduction in total consideration paid of $12 million. The proceeds received from the final purchase price adjustments have been reflected as an investing activity in our condensed consolidated statement of cash flows.
We have accounted for the Liberty Telecomunicaciones Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets of Liberty Telecomunicaciones based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. A summary of the purchase price and the opening balance sheet of Liberty Telecomunicaciones at the August 9, 2021 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):
Current assets (a)$74.7 
Goodwill (b)256.7 
Property and equipment150.6 
Intangible assets subject to amortization (c)139.9 
Other assets (d)145.7 
Current liabilities (e)(74.2)
Long-term liabilities (f)(168.3)
Total purchase price$525.1 
(a)Primarily consists of trade receivables, notes receivables related to EIP receivables and cash.
(b)The goodwill recognized in connection with the Liberty Telecomunicaciones Acquisition is primarily attributable to (i) the ability to take advantage of Liberty Telecomunicaciones’s existing mobile network to gain immediate access to potential customers, and (ii) synergies that are expected to be achieved through the integration of Liberty Telecomunicaciones with Liberty Latin America’s existing business in Costa Rica, Liberty Servicios. Due to the nature of the Liberty Telecomunicaciones Acquisition, no tax deductions related to goodwill are expected.
(c)At August 9, 2021, the weighted average useful lives of the acquired customer relationship intangible assets and spectrum intangible assets were approximately 7 years and 25 years, respectively.
(d)Primarily consists of operating lease right-of-use assets and the long-term portion of note receivables related to EIP receivables.
(e)Primarily consists of accounts payable and the current portion of operating lease obligations.
13
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
(f)Primarily consists of the non-current portion of operating lease obligations and deferred tax liabilities.
Broadband VI, LLC Acquisition. Effective December 31, 2021, we acquired 96% of the outstanding shares of Broadband VI, LLC for $33 million, the payment of which occurred in January 2022, subject to certain post-closing adjustments. Broadband VI, LLC provides fixed services to residential and business customers in the U.S. Virgin Islands and is included in our Liberty Puerto Rico reportable segment.
Supplemental Pro Forma Information
The pro forma financial information set forth in the tables below is based on available information and assumptions that we believe are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our results of operations would have been had these acquisitions occurred on the date indicated nor should it be considered representative of our future financial condition or results of operations. The pro forma information set forth in the tables below include, as applicable, tax-effected pro forma adjustments primarily related to:
i.the impact of estimated costs associated with the transition services agreement entered into in connection with the Liberty Telecomunicaciones Acquisition;
ii.the alignment of accounting policies;
iii.interest expense related to additional borrowings in conjunction with the Claro Panama Acquisition and the Liberty Telecomunicaciones Acquisition;
iv.depreciation expense related to acquired tangible assets;
v.amortization expense related to acquired intangible assets; and
vi.the elimination of direct acquisition costs.
The following unaudited pro forma condensed consolidated operating results give effect to the Claro Panama Acquisition, as if it had been completed as of January 1, 2021:
Nine months ended September 30, 2022
in millions
Revenue$3,718.9 
Net loss attributable to Liberty Latin America shareholders$(323.0)
The following unaudited pro forma condensed consolidated operating results give effect to (i) the Claro Panama Acquisition, as if it had been completed as of January 1, 2021, and (ii) the Liberty Telecomunicaciones Acquisition, as if it had been completed as of January 1, 2020:
Three months ended September 30, 2021Nine months ended September 30, 2021
in millions
Revenue$1,260.7 $3,806.4 
Net earnings attributable to Liberty Latin America shareholders$70.5 $152.7 

14
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
(5)    Derivative Instruments
In general, we enter into derivative instruments to mitigate risk associated with (i) increases in the interest rates on our variable-rate debt and (ii) foreign currency movements, particularly with respect to borrowings that are denominated in a currency other than the functional currency of the borrowing entity. In this regard, through our subsidiaries, we have entered into various derivative instruments to manage interest rate exposure and foreign currency exposure with respect to the U.S. dollar, the CLP, the COP and the CRC. With the exception of certain foreign currency forward contracts, we do not apply hedge accounting to our derivative instruments. Accordingly, changes in the fair values of most of our derivative instruments are recorded in realized and unrealized gains or losses on derivative instruments in our condensed consolidated statements of operations.
The following table provides details of the fair values of our derivative instrument assets and liabilities:
 September 30, 2022December 31, 2021
 Current (a)Long-term (a)TotalCurrent (a)Long-term (a)Total
 in millions
Assets (b):
Cross-currency and interest rate derivative contracts (c)$67.6 $261.1 $328.7 $15.1 $25.3 $40.4 
Foreign currency forward contracts
— — — 0.1 — 0.1 
Total$67.6 $261.1 $328.7 $15.2 $25.3 $40.5 
Liabilities (b):
Cross-currency and interest rate derivative contracts (c)$24.2 $0.2 $24.4 $33.3 $62.1 $95.4 
Foreign currency forward contracts
15.5 — 15.5 5.8 — 5.8 
Total$39.7 $0.2 $39.9 $39.1 $62.1 $101.2 
(a)Our current derivative assets, long-term derivative assets, current derivative liabilities and long-term derivative liabilities are included in other current assets, net, other assets, net, other accrued and current liabilities and other long-term liabilities, respectively, in our condensed consolidated balance sheets.
(b)Effective with the agreement to form the Chile JV, the derivative assets and liabilities associated with the Chile JV Entities are included in assets held for sale and liabilities associated with assets held for sale, respectively, on our condensed consolidated balance sheets. For information regarding the formation of the Chile JV and the held-for-sale presentation of the Chile JV Entities, see note 8.
(c)We consider credit risk relating to our and our counterparties’ nonperformance in the fair value assessment of our derivative instruments. In all cases, the adjustments take into account offsetting liability or asset positions within each of our primary borrowing groups (see note 9) and are recorded in realized and unrealized gains on derivative instruments, net, in our condensed consolidated statements of operations. For further information regarding our fair value measurements, see note 6.
The derivative assets set forth in the table above exclude our Weather Derivatives as they are not accounted for at fair value. The premium payments associated with our Weather Derivatives are included in other current assets, net, in our condensed consolidated balance sheets.
15
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
The details of our realized and unrealized gains on derivative instruments, net, are as follows:
Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Cross-currency and interest rate derivative contracts (a)$159.3 $285.1 $417.8 $464.2 
Foreign currency forward contracts(16.0)15.4 (9.3)20.1 
Weather Derivatives(7.9)(8.5)(23.5)(20.1)
Total$135.4 $292.0 $385.0 $464.2 
(a)    Changes in the credit risk valuation adjustments associated with our cross-currency and interest rate derivative contracts resulted in net losses of $5 million and $15 million during the three months ended September 30, 2022 and 2021, respectively, and $14 million and $44 million during the nine months ended September 30, 2022 and 2021, respectively. Included in these amounts are net losses of $3 million and $12 million during the three months ended September 30, 2022 and 2021, respectively, and $3 million and $29 million during the nine months ended September 30, 2022 and 2021, respectively, related to the Chile JV Entities.
The following table sets forth the classification of the net cash inflows (outflows) of our derivative instruments:
 Nine months ended September 30,
 20222021
 in millions
Operating activities$(30.9)$(109.0)
Investing activities5.3 (2.0)
Financing activities (a)97.6 (43.0)
Total$72.0 $(154.0)
(a)    The 2022 amount is primarily related to the settlement of certain cross currency swaps at VTR. The 2021 amount is primarily related to (i) $11 million associated with the settlement of interest rate swaps at VTR in connection with the refinancing of the VTR Credit Facilities and (ii) $32 million associated with the settlement of interest rate swaps at Liberty Puerto Rico in connection with the refinancing of the LPR Credit Facilities. For additional information regarding our debt refinancing activity, see note 9.
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, 2022, our exposure to counterparty credit risk associated with our derivative instruments, as set forth in the assets and liabilities table above, included derivative assets with an aggregate fair value of $302 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.
16
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Details of our Derivative Instruments
Cross-currency Derivative Contracts
As noted above, we are exposed to foreign currency exchange rate risk in situations where our debt is denominated in a currency other than the functional currency of the operations whose cash flows support our ability to service, repay or refinance such debt. Although we generally seek to match the denomination of our borrowings with the functional currency of the operations that are supporting the respective borrowings, market conditions or other factors may cause us to enter into borrowing arrangements that are not denominated in the functional currency of the underlying operations (unmatched debt). Our policy is generally to provide for an economic hedge against foreign currency exchange rate movements, whenever possible and when cost effective to do so, by using derivative instruments to synthetically convert unmatched debt into the applicable underlying currency. At September 30, 2022, not including derivative instruments held by the Chile JV Entities, we did not have any cross-currency swap contracts outstanding.
Interest Rate Derivative Contracts
Interest Rate Swaps
As noted above, we enter into interest rate swaps to mitigate risk associated with 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, 2022:
Borrowing groupNotional amount due from counterparty Weighted average remaining life
 
in millionsin years
C&W (a)$2,690.0 4.6
Liberty Puerto Rico$500.0 6.0
Liberty Costa Rica (b)
$276.7 1.3
(a)Includes forward-starting derivative instruments and, on certain interest rate swaps, an embedded floor of 0%.
(b)Includes an embedded floor of 0.75%.
Basis Swaps
Basis swaps involve the exchange of attributes used to calculate our floating interest rates, including (i) the benchmark rate, (ii) the underlying currency and/or (iii) the borrowing period. We typically enter into these swaps to optimize our interest rate profile based on our current evaluations of yield curves, our risk management policies and other factors. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our basis swap contracts at September 30, 2022:
Borrowing groupNotional amount due from counterparty Weighted average remaining life
 
in millionsin years
C&W$2,100.0 0.8
Liberty Puerto Rico$620.0 0.8
17
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Interest Rate Floors
Interest rate floors provide protection against interest rates falling below a pre-set level. At September 30, 2022, our Liberty Puerto Rico borrowing group had an interest rate floor with a total notional amount of $620 million and a remaining contractual life of 6.0 years.
Interest Rate Caps
Interest rate caps provide protection against interest rates rising above a pre-set level. At September 30, 2022, our Liberty Puerto Rico borrowing group had interest rate caps with total notional amounts of $120 million and a remaining weighted average contractual life of 6.0 years.
Foreign Currency Forwards Contracts
We enter into foreign currency forward contracts with respect to non-functional currency exposure. The following table sets forth the total U.S. dollar equivalents of the notional amounts and the related weighted average remaining contractual lives of our foreign currency forwards contracts at September 30, 2022:
Notional amount due from counterparty Notional amount due
to counterparty		Weighted average remaining life
 
in millionsin years
LLA UK Holding Limited (a)CLP73,000.0$88.30.0
Liberty Costa Rica borrowing group
$37.5 CRC25,585.20.1
(a)Represents a foreign currency forward contract entered into in connection with the Chile JV transaction that was closed subsequent to September 30, 2022, as discussed further in note 8.

(6)    Fair Value Measurements
General
We use the fair value method to account for most of our derivative instruments. The reported fair values of our derivative instruments likely will not represent the value that will be paid or received upon the ultimate settlement or disposition of these assets and liabilities, as we expect that the values realized generally will be based on market conditions at the time of settlement, which generally occurs 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.
Recurring Fair Value Measurements
Derivatives
In order to manage our interest rate and foreign currency exchange risk, we have entered into various derivative instruments, as further described in note 5. The recurring fair value measurements of these derivative instruments are determined using discounted cash flow models. Most of the inputs to these discounted cash flow models consist of, or are derived from, observable Level 2 data for substantially the full term of these derivative instruments. This observable data mostly includes interest rate futures and swap rates, which are retrieved or derived from available market data. Although we may extrapolate or interpolate this data, we do not otherwise alter this data in performing our valuations. We incorporate a
18
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
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 interest rate and cross-currency derivative contracts are quantified and further explained in note 5.
Non-recurring Fair Value Measurements
Fair value measurements may also be used for purposes of non-recurring valuations performed in connection with our acquisition accounting and impairment assessments.
Acquisition Accounting
The nonrecurring valuations associated with acquisition accounting, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of property and equipment, customer relationships and spectrum intangible assets, as further described below:
•Property and equipment. The valuation of property and equipment may use either an indirect cost approach, which utilizes trends based on historical cost information, or a combination of indirect cost approach, market approach and direct replacement cost method, which considers factors such as current prices of the same or similar equipment, the age of the equipment and economic obsolescence.
•Customer relationships. The valuation of customer relationships is primarily based on an excess earnings methodology, which is a form of a discounted cash flow analysis. The excess earnings methodology for customer relationship intangible assets requires us to estimate the specific cash flows expected from the acquired customer relationships, considering such factors as estimated customer life, the revenue expected to be generated over the life of the customer relationships, contributory asset charges and other factors.
•Spectrum intangible assets. The valuation of spectrum intangible assets may use either an adjusted market-based approach, which requires the calibration of observable market inputs to reflect the fair value of the assets acquired, or a combination of an adjusted market-based approach with other methods, such as an income-based approach (e.g. the “greenfield” valuation method), which requires a wide range of assumptions and inputs, including forecasting costs associated with building a complementary asset base.
During the third quarter of 2022, we performed certain nonrecurring valuations related to the preliminary acquisition accounting for the Claro Panama Acquisition. For information related to the status of valuation work associated with assets acquired in connection with the Claro Panama Acquisition, see note 4.
During the second quarter of 2022, we finalized our acquisition accounting for the Liberty Telecomunicaciones Acquisition, which did not result in any material changes to our opening balance sheet. For additional information relating to the opening balance sheet associated with the Liberty Telecomunicaciones Acquisition, see note 4.
Impairment Assessments
The nonrecurring valuations associated with impairment assessments, which use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy, primarily include the valuation of reporting units for the purpose of testing for goodwill impairment. Unless a reporting unit has a readily determinable fair value, we estimate the fair value of the reporting unit using either a market-based or income-based approach.
Goodwill
During the second quarter of 2022, primarily due to significant increases in interest rates, we performed goodwill impairment analyses of all of our reporting units. We used an income approach to determine the estimated fair values of these reporting units. Under this approach, we utilized a discounted cash flow model as the valuation technique to estimate the fair values of the reporting units from a market participant’s perspective. This approach uses certain inputs and assumptions that
19
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
require estimates and judgments, including forecasted cash flows and an appropriate discount rate. Forecasts of future cash flows are largely based on our assumptions using Level 3 inputs, which we consider to be consistent with a market participant’s approach. We used the weighted-average cost of capital for each reporting unit as the basis for the discount rate to establish the present value of the expected cash flows for the respective reporting unit. The inputs for our weighted average cost of capital calculations include Level 2 and Level 3 inputs, generally derived from third-party pricing services. We used discount rates ranging from 7% to 15% in the valuation of the various reporting units. Based upon the results of the aforementioned analysis, we recognized impairment charges associated with certain reporting units of our C&W Caribbean segment. For additional information regarding goodwill impairment charges resulting from these impairment analyses, see note 7.
Other
During the third quarter of 2021, we recorded a $41 million impairment charge in connection with an impairment assessment of a cost basis investment.

(7)    Long-lived Assets
Goodwill
Changes in the carrying amount of our goodwill are set forth below:
January 1,
2022		Acquisitions
and related
adjustments		Foreign
currency
translation
adjustments and other		ImpairmentSeptember 30,
2022
 in millions
C&W Caribbean$1,787.0 $(11.5)$5.0 $(555.3)$1,225.2 
C&W Panama617.1 16.5 — — 633.6 
C&W Networks & LatAm646.9 11.5 (3.0)— 655.4 
Liberty Puerto Rico498.3 0.4 — — 498.7 
Liberty Costa Rica
398.7 (3.8)8.8 — 403.7 
Total$3,948.0 $13.1 $10.8 $(555.3)$3,416.6 
During the second quarter of 2022, we recorded a $555 million impairment of goodwill within certain reporting units of our C&W Caribbean segment. This impairment was driven primarily by macroeconomic factors, including higher interest rates, that drove an increase in the discount rates used to value these reporting units. After recording these impairments, the associated reporting units have $496 million of goodwill remaining at September 30, 2022. If, among other factors, (i) our equity values were to decline significantly, (ii) we experienced additional adverse impacts associated with macroeconomic factors, including increases in our estimated weighted average cost of capital, or (iii) the adverse impacts stemming from competition, economic, regulatory or other factors were to cause our results of operations or cash flows to be worse than currently anticipated, we could conclude in future periods that additional impairment charges of certain reporting units are required in order to reduce the carrying values of goodwill. Any such impairment charges could be significant.
Our accumulated goodwill impairments were $2,784 million and $2,229 million as of September 30, 2022 and December 31, 2021, respectively.
During the third quarter of 2022, we changed our annual goodwill impairment testing date from October 1 to July 1 of each year. This change did not have an impact on our consolidated financial statements.
20
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Property and Equipment, Net
The details of our property and equipment and the related accumulated depreciation are set forth below:
September 30,
2022		December 31,
2021
 in millions
Distribution systems$4,378.7 $4,208.8 
Support equipment, buildings, land and CIP
2,096.3 1,641.6 
CPE893.3 893.7 
7,368.3 6,744.1 
Accumulated depreciation(3,093.3)(2,575.7)
Total$4,275.0 $4,168.4 
During the nine months ended September 30, 2022 and 2021, we recorded non-cash increases to our property and equipment related to vendor financing arrangements aggregating $114 million and $65 million, respectively.
Intangible Assets Not Subject to Amortization
The details of our intangible assets not subject to amortization are set forth below:
September 30,
2022		December 31,
2021
 in millions
Spectrum licenses$1,051.0 $1,050.9 
Cable television franchise rights540.0 540.0 
Other1.8 1.5 
Total$1,592.8 $1,592.4 
    
Intangible Assets Subject to Amortization, Net
The details of our intangible assets subject to amortization and the related accumulated amortization are set forth below:
September 30,
2022		December 31,
2021
 in millions
Customer relationships$1,450.4 $1,527.6 
Licenses and other (a)276.8 220.2 
1,727.2 1,747.8 
Accumulated amortization(1,009.9)(959.2)
Total$717.3 $788.6 
(a)The 2022 amount includes $50 million of spectrum licenses attributable to the Claro Panama Acquisition. For additional information regarding the assets acquired as part of the Claro Panama Acquisition, see note 4.

21
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
(8)    Assets Held for Sale
On September 29, 2021, we entered into an agreement with América Móvil to contribute the Chile JV Entities to América Móvil’s Chilean operations to form the Chile JV that will be owned 50:50 by Liberty Latin America and América Móvil. Subsequent to September 30, 2022, we completed the formation of the Chile JV.
During October 2022, and in connection with the closing on the formation of the Chile JV, we made a balancing payment to América Móvil totaling $76 million. The transaction did not trigger a change of control under VTR’s debt agreements, and was not subject to Liberty Latin America or América Móvil shareholder approvals. Beginning in October 2022, we will account for our 50% interest in the Chile JV as an equity method investment.
Effective with the agreement to form the Chile JV, we began accounting for the Chile JV Entities as held for sale. Accordingly, we ceased to depreciate the long-lived assets and amortization of the right of use assets of the Chile JV Entities. We have not presented the Chile JV Entities as a discontinued operation, as this transaction does not represent a strategic shift that will have a major effect on our financial results or operations. The carrying amounts of the major classes of assets and liabilities that are classified as held for sale are summarized below:
September 30,
2022		December 31,
2021
in millions
Assets:
Cash and cash equivalents$63.0 $109.7 
Other current assets, net (a)104.4 132.6
Property and equipment, net697.5 686.0
Goodwill275.6 313.0
Other assets, net (a)259.1 327.4
Total assets$1,399.6 $1,568.7 
Liabilities:
Current portion of debt$72.4 $82.2 
Other accrued and current liabilities (b)210.1 294.2
Long-term debt (c)1,330.9 1,416.8
Other long-term liabilities (b)55.1 60.9
Total liabilities$1,668.5 $1,854.1 
(a)Other current assets, net includes $15 million and $27 million, respectively, and other assets, net, includes $211 million and $277 million, respectively, related to derivative assets.
(b)Other accrued and current liabilities includes $3 million and $16 million, respectively, and other long-term liabilities includes $2 million and $2 million, respectively, related to derivative liabilities.
(c)The estimated fair values of the Chile JV Entities debt instruments were $829 million and $1,470 million, respectively.
Our condensed consolidated statements of operations include earnings (losses) before income taxes attributable to the Chile JV Entities of $32 million and $159 million for the three months ended September 30, 2022 and 2021, respectively, and ($26 million) million and $200 million for the nine months ended September 30, 2022 and 2021, respectively.

22
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
(9)    Debt and Finance Lease Obligations
Prior to the formation of the Chile JV, the outstanding third-party debt and vendor financing of the Chile JV Entities has been reflected in liabilities associated with assets held for sale on our condensed consolidated balance sheets. For information regarding the formation of the Chile JV and the held-for-sale presentation of the Chile JV Entities, see note 8.
The U.S. dollar equivalents of the components of our debt are as follows:
 September 30, 2022Estimated fair value (c)Principal amount
Weighted
average
interest
rate (a)		Unused borrowing capacity (b)
Borrowing currencyUS $ equivalentSeptember 30,
2022		December 31, 2021September 30,
2022		December 31, 2021
in millions
Convertible Notes (d)2.00 %— $— $347.7 $396.5 $402.5 $402.5 
C&W Notes
6.55 %— — 1,425.3 1,774.3 1,715.0 1,715.0 
C&W Credit Facilities
5.12 %(e)792.2 2,491.3 2,422.7 2,618.1 2,451.3 
LPR Senior Secured Notes
6.08 %— — 1,588.0 2,058.1 1,981.0 1,981.0 
LPR Credit Facilities
6.57 %$172.5 172.5 600.6 623.1 620.0 620.0 
Liberty Costa Rica Credit Facilities (f)8.65 %$7.0 7.0 345.3 407.1 411.4 408.7 
Vendor financing and other (g)4.83 %— — 195.9 99.8 195.9 99.8 
Total debt before premiums, discounts and deferred financing costs
5.80 %$971.7 $6,994.1 $7,781.6 $7,943.9 $7,678.3 
The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations:    
September 30,
2022		December 31, 2021
in millions
Total debt before premiums, discounts and deferred financing costs
$7,943.9 $7,678.3 
Premiums, discounts and deferred financing costs, net
(102.2)(120.0)
Total carrying amount of debt
7,841.7 7,558.3 
Finance lease obligations
9.8 7.6 
Total debt and finance lease obligations
7,851.5 7,565.9 
Less: Current maturities of debt and finance lease obligations
(208.0)(106.3)
Long-term debt and finance lease obligations
$7,643.5 $7,459.6 
(a)Represents the weighted average interest rate in effect at September 30, 2022 for all borrowings outstanding (excluding those of the Chile JV Entities) pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing.
(b)Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2022 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, 2022, 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, 2022 compliance reporting requirements. At September 30, 2022, except as may be limited by tax and legal considerations, the presence of noncontrolling interests,
23
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
foreign currency exchange restrictions with respect to certain C&W subsidiaries and other factors, there were no restrictions on the respective subsidiary’s ability to upstream cash from this availability to Liberty Latin America or its subsidiaries or other equity holders.
(c)The estimated fair values of our debt instruments are determined using the applicable bid prices (mostly Level 1 of the fair value hierarchy) or from quoted prices for similar instruments in active markets adjusted for the estimated credit spreads of the applicable entity, to the extent available, and other relevant factors (Level 2 of the fair value hierarchy). For additional information regarding fair value hierarchies, see note 6.
(d)The interest rate reflects the stated rate of the Convertible Notes. The effective interest rate of the Convertible Notes is 6.7%, which considers the impact of a discount recorded in connection with the value ascribed to the instrument’s conversion option. At September 30, 2022, the carrying value of the Convertible Notes was $370 million and the unamortized debt discount on the Convertible Notes was $31 million.
(e)The C&W Credit Facilities unused borrowing capacity comprise certain U.S. dollar, Trinidad & Tobago dollar and Jamaican dollar revolving credit facilities.
(f)The Liberty Costa Rica Credit Facilities comprise certain Costa Rican colón and U.S. dollar term loans and a U.S. dollar revolving credit facility.
(g)Primarily represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year and include VAT that were paid on our behalf by the vendor. Our operating expenses include $116 million and $82 million for the nine months ended September 30, 2022 and 2021, respectively, that were financed by an intermediary and are reflected on the borrowing date as a cash outflow within net cash provided by operating activities and a 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 payments of principal amounts of debt and finance lease obligations in our condensed consolidated statements of cash flows.
24
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Financing Activity
In the tables below, non-cash activity relates to cash borrowed that did not pass through our bank accounts, as financing proceeds from the issuance of debt were used to directly repay some or all of outstanding debt instruments within the same borrowing group.
During the nine months ended September 30, 2022 and 2021, borrowings related to significant notes we issued and credit facilities we drew down, entered into or amended, including activity related to the Chile JV Entities, are as follows:
Borrowing
PeriodBorrowing groupInstrumentIssued atMaturityInterest rateBorrowing currencyUSD equivalent (a)Non-cash component
in millions
2022C&W2028 CWP Term Loan A100%January 18, 20284.25%$275.0 $275.0 $272.9 
2022C&W2028 CWP Term Loan B (b)100%January 18, 20284.25%$160.0 $160.0 $— 
2022C&WCWP Revolving Credit Facility (c)100%January 18, 2027
SOFR + 3.75%
$12.0 $12.0 N/A
2021C&WC&W Revolving Credit FacilityN/AJanuary 30, 2027
LIBOR + 3.25%
(d)$— 
2021Liberty Puerto Rico2029 LPR Senior Secured Notes100%July 15, 20295.125%$820.0 $820.0 $500.0 
2021Liberty Puerto Rico2028 LPR Term Loan100%October 15, 2028
LIBOR + 3.75%
$500.0 $500.0 $500.0 
2021Liberty Puerto RicoLPR Revolving Credit FacilityN/AMarch 15, 2027
LIBOR + 3.50%
(e)N/A
2021VTR2029 VTR Senior Secured Notes100%April 15, 20294.375%$410.0 $410.0 $60.0 
2021VTRVTR RCF – AN/AJune 15, 2026
TAB + 3.35%
$— $— N/A
2021Liberty Costa Rica (f)Liberty Servicios Term Loan B-1 Facility100%August 1, 2024
LIBOR + 5.50% (g)
$227.5 $227.5 $— 
2021Liberty Costa Rica (f)Liberty Servicios Term Loan B-2 Facility100%August 1, 2024
TAB + 6.75%
CRC36,457.9 $58.8 $— 
N/A – Not applicable.
(a)Translated at the transaction date, as applicable.
(b)Borrowings under the 2028 CWP Term Loan B were used to fund a portion of the Claro Panama Acquisition.
(c)The CWP Revolving Credit Facility has a fee on unused commitments of 0.50%.
(d)The C&W Revolving Credit Facility was amended to extend the maturity of $580 million in underlying commitments from January 30, 2026 to January 30, 2027.
(e)Total commitments under the LPR Revolving Credit Facility were increased by $43 million.
(f)Borrowings under the Liberty Servicios Term Loan B-1 Facility and Liberty Servicios Term Loan B-2 Facility were used to fund a portion of the Liberty Telecomunicaciones Acquisition.
(g)Subject to a LIBOR floor of 75 basis points.
25
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
During the nine months ended September 30, 2022 and 2021, we made certain repurchases or repayments on the following debt instruments, including activity related to the Chile JV Entities:
Amount paid
PeriodBorrowing groupInstrumentRedemption priceBorrowing currencyUSD equivalent (a)Non-cash componentGain (loss) on debt extinguishment
in millions
2022C&WCWP Credit Facilities100%$272.9 $272.9 $272.9 $— 
2022VTR2029 VTR Senior Secured Notes(b)$12.2 $12.2 $— $6.0 
2022VTR2028 VTR Senior Secured Notes(b)$4.3 $4.3 $— $1.7 
2022VTR2028 VTR Senior Notes(b)$31.6 $31.6 $— $33.4 
2021Liberty Puerto Rico2026 SPV Credit Facility100%$1,000.0 $1,000.0 $1,000.0 $(14.3)
2021VTR2028 VTR Senior Secured Notes103%$120.0 $120.0 $60.0 $(4.0)
2021VTRVTR TLB-1 Facility100%CLP140,900.0 $196.4 $— $(5.6)
2021VTRVTR TLB-2 Facility100%CLP33,100.0 $46.1 $— $(1.3)
(a)Translated at the transaction date, as applicable.
(b)During the third quarter of 2022, in aggregate we repurchased and cancelled approximately $91 million original principal amount of certain of the outstanding senior secured notes and senior notes of the Chile JV Entities.

26
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Maturities of Debt
Maturities of our debt as of September 30, 2022 are presented below. The table below excludes the debt of the Chile JV Entities as it has been reflected in liabilities associated with assets held for sale on our September 30, 2022 condensed consolidated balance sheet. Amounts presented below represent U.S. dollar equivalents based on September 30, 2022 exchange rates:
C&WLiberty Puerto RicoLiberty Costa RicaLiberty Latin America (a)Consolidated
in millions
Years ending December 31:
2022 (remainder of year)$43.8 $— $13.1 $0.4 $57.3 
2023140.9 — 3.5 0.6 145.0 
202449.7 — 411.4 402.8 863.9 
20251.8 — — — 1.8 
20260.6 — — — 0.6 
20271,727.5 1,161.0 — — 2,888.5 
Thereafter2,546.8 1,440.0 — — 3,986.8 
Total debt maturities4,511.1 2,601.0 428.0 403.8 7,943.9 
Premiums, discounts and deferred financing costs, net
(33.3)(29.6)(7.0)(32.3)(102.2)
Total debt$4,477.8 $2,571.4 $421.0 $371.5 $7,841.7 
Current portion$194.6 $— $11.9 $0.8 $207.3 
Noncurrent portion$4,283.2 $2,571.4 $409.1 $370.7 $7,634.4 
(a)Represents the amount held by Liberty Latin America on a standalone basis plus the aggregate amount held by subsidiaries of Liberty Latin America that are outside our borrowing groups.

(10)    Leases
The following table provides details of our operating lease expense:
Three months ended September 30,Nine months ended September 30,
2022202120222021
in millions
Operating lease expense:
Operating lease cost
$29.4 $25.6 $85.3 $66.1 
Short-term lease cost
5.9 5.3 17.9 15.2 
Total operating lease expense
$35.3 $30.9 $103.2 $81.3 
Our operating lease expense is included in facility, provision, franchise and other expense, in other operating costs and expenses, in our condensed consolidated statements of operations.
27
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Certain other details of our operating leases are set forth in the tables below:
September 30, 2022December 31,
2021
in millions
Operating lease right-of-use assets$525.2 $441.0 
Operating lease liabilities:
Current$75.6 $82.0 
Noncurrent473.7 371.0 
Total operating lease liabilities$549.3 $453.0 
Weighted-average remaining lease term7.0 years7.5 years
Weighted-average discount rate5.6 %6.2 %
Nine months ended September 30,
20222021
in millions
Operating cash outflows related to operating leases$92.8 $63.6 
Right-of-use assets obtained in exchange for new operating lease liabilities (a)$171.7 $138.9 
(a)Represents non-cash transactions associated with operating leases entered into during the nine months ended September 30, 2022 and 2021, respectively, including amounts related to acquisitions as further described in note 4.
Our operating lease right-of-use assets are included in other assets, net, and our noncurrent operating lease liabilities are included in other long-term liabilities in our condensed consolidated balance sheets.
Maturities of Operating Leases
Maturities of our operating lease liabilities as of September 30, 2022 are presented below. The table below excludes the operating lease liabilities of the Chile JV Entities as they have been reflected in liabilities associated with assets held for sale on our September 30, 2022 condensed consolidated balance sheet. Amounts presented below represent U.S. dollar equivalents (in millions) based on September 30, 2022 exchange rates.
Years ending December 31:
2022 (remainder of year)$26.2 
2023108.9 
202498.5 
202587.6 
202676.1 
202761.5 
Thereafter199.0 
Total operating lease liabilities on an undiscounted basis
657.8 
Present value discount(108.5)
Present value of operating lease liabilities
$549.3 
28
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
(11)    Unfulfilled Performance Obligations
We enter into certain long-term capacity contracts with customers where the customer either pays a fixed fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time. We assess whether prepaid capacity contracts contain a significant financing component. If the financing component is significant, interest expense is accreted over the life of the contract using the effective interest method. The revenue associated with prepaid capacity contracts is deferred and generally recognized on a straight-line basis over the life of the contract. As of September 30, 2022, we have approximately $325 million of unfulfilled performance obligations relating to our long-term capacity contracts, primarily subsea contracts, that generally will be recognized as revenue over an average remaining life of 5 years.

(12)    Programming and Other Direct Costs of Services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, and other direct costs related to our operations.
Our programming and other direct costs of services by major category are set forth below:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Programming and copyright$91.6 $108.5 $302.1 $334.7 
Interconnect88.6 92.0 262.7 252.7 
Equipment and other (a)118.9 96.7 338.5 277.4 
Total programming and other direct costs of services$299.1 $297.2 $903.3 $864.8 
(a)Includes amounts related to cost of goods sold from equipment sales of $88 million and $74 million for the three months ended September 30, 2022 and 2021, respectively, and $258 million and $213 million for the nine months ended September 30, 2022 and 2021 include, respectively.

(13)    Other Operating Costs and Expenses
Other operating costs and expenses set forth in the table below comprise the following cost categories:
•Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;
•Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;
•Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;
•Commercial, which primarily includes sales and marketing costs, such as advertising, commissions and other sales and marketing-related costs, and customer care costs related to outsourced call centers;
•Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, franchise-related fees, bank fees, insurance, vehicle-related, travel and entertainment and other operating-related costs; and
•Share-based compensation expense that relates to (i) equity awards issued to our employees and Directors and (ii) certain bonus-related expenses that are paid in the form of equity.
29
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Our other operating costs and expenses by major category are set forth below:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Personnel and contract labor$155.3 $142.9 $453.6 $425.1 
Network-related88.6 86.0 250.1 247.1 
Service-related52.8 47.4 158.6 140.2 
Commercial58.9 57.4 182.5 163.5 
Facility, provision, franchise and other152.3 122.2 394.0 342.0 
Share-based compensation expense20.8 33.1 82.6 88.9 
Total other operating costs and expenses$528.7 $489.0 $1,521.4 $1,406.8 

(14)    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 that is applied to year-to-date ordinary income or loss. The tax effects 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 expense was $39 million and $40 million during the three months ended September 30, 2022 and 2021, respectively, and $102 million and $111 million during the nine months ended September 30, 2022 and 2021, respectively. This represents an effective income tax rate of (32.1%) and (35.6%) for the three months ended September 30, 2022 and 2021, respectively, and 43.4% and (39.7%) for the nine months ended September 30, 2022 and 2021, respectively, including items treated discretely.
For the three and nine months ended September 30, 2022, the income tax expense attributable to our earnings (loss) before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of non-deductible goodwill impairment, negative effects of permanent tax differences, such as non-deductible expenses, tax effect of the enactment of a Barbados Pandemic Contribution Levy, and inclusion of withholding taxes on cross-border payments. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent tax differences, such as non-taxable income and net decreases in valuation allowances. Additionally, for the three months ended September 30, 2022, income tax expense reflects the detrimental effects of international rate differences and for the nine months ended September 30, 2022, income tax expense reflects the beneficial effects of international rate differences.
For the three and nine months ended September 30, 2021, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to detrimental effects of international rate differences, net increases in valuation allowances, negative effects of permanent tax differences, such as non-deductible expenses, and inclusion of withholding taxes on cross-border payments. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent tax differences, such as non-taxable income. For the three months ended September 30, 2021, income tax expense reflects net favorable changes in uncertain tax positions. For the nine months ended September 30, 2021, income tax expense reflects net unfavorable changes in uncertain tax positions.

30
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
(15)     Earnings or Loss Per Share
Basic EPS is computed by dividing net earnings or loss attributable to Liberty Latin America shareholders by the weighted average number of Liberty Latin America Shares outstanding during the periods presented, as further described below. Diluted EPS presents the dilutive effect, if any, on a per share basis of potential shares as if they had been exercised, vested or converted at the beginning of the periods presented.
The details of our weighted average shares outstanding are set forth below:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
Weighted average shares outstanding:
Basic220,186,543 232,801,996 224,414,274 233,059,215 
Diluted240,551,950 253,429,864 224,414,274 233,871,985 
The details of the calculations of our basic and diluted EPS for the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2021 are set forth below (in millions, except for share amounts):
Three months ended September 30, 2022Three months ended September 30, 2021Nine months ended September 30, 2021
Numerator:
Net earnings attributable to holders of Liberty Latin America Shares (basic EPS computation)$84.1 $76.1 $174.0 
Add back: interest expense and amortization of deferred financing costs and premiums associated with Convertible Notes (if-converted method)
6.3 6.0 — 
Net earnings attributable to holders of Liberty Latin America Shares (basic and diluted EPS computation)$90.4 $82.1 $174.0 
Denominator:
Weighted average shares (basic EPS computation)220,186,543 232,801,996 233,059,215 
Incremental shares attributable to an employee stock purchase plan and the release of PSUs and RSUs upon vesting (treasury stock method)
871,728 1,134,189 812,770 
Number of shares issuable under our Convertible Notes (if-converted method) (a)
19,493,679 19,493,679 — 
Weighted average shares (diluted EPS computation) (b)240,551,950 253,429,864 233,871,985 
(a)With regards to the aggregate number of shares potentially issuable under our Convertible Notes, the Capped Calls provide an economic hedge to reduce or offset potential dilution to our Class C common shares upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of such converted notes, as the case may be, with such reduction and/or offset subject to a cap.
(b)For the 2022 period, we have excluded (i) the aggregate number of shares issuable pursuant to outstanding options, SARs, and RSUs of 35.1 million, and (ii) the aggregate number of shares issuable pursuant to outstanding PSARs of 8.5 million, because their inclusion would have been anti-dilutive to the computation. For the 2021 periods, we have excluded (i) the aggregate number of shares issuable pursuant to outstanding options, SARs, and RSUs of 19.9 million, (ii) the aggregate number of shares issuable pursuant to outstanding PSARs and PSUs of 8.2 million and (iii) for the nine-month period, using the if-converted method, the aggregate number of shares potentially issuable under our Convertible Notes of 19.5 million, because their inclusion would have been anti-dilutive to the computation or, in the case of certain PSUs and PSARs, because such awards had not yet met the applicable performance criteria.
31
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
We reported a net loss attributable to Liberty Latin America shareholders during the nine months ended September 30, 2022. The potentially dilutive effect at September 30, 2022 of the following items was not included in the computation of diluted loss per share for such period because their inclusion would have been anti-dilutive to the computation: (i) the aggregate number of shares issuable pursuant to outstanding options, SARs and RSUs of 35.8 million, and (ii) the aggregate number of shares issuable pursuant to outstanding PSUs and PSARs of 8.7 million and (iii) using the if-converted method, the aggregate number of shares potentially issuable under our Convertible Notes of 19.5 million.

(16)    Equity
Share Repurchase Programs
On March 16, 2020, our Directors approved the 2020 Share Repurchase Program, which authorized us to repurchase from time to time up to $100 million of our Class A common shares and/or Class C common shares through March 2022, subject to certain limitations and conditions. On February 22, 2022, our Directors approved the 2022 Share Repurchase Program. This program authorizes us to repurchase from time to time up to an additional $200 million of our Class A common shares and/or Class C common shares through December 2024. The 2022 Share Repurchase Program does not obligate us to repurchase any of our Class A or C common shares. Under the 2022 Share Repurchase Program, we may repurchase our common shares in open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means.
During the nine months ended September 30, 2022, we repurchased 2,653,800 and 14,281,000 Class A and Class C common shares, respectively, under the Share Repurchase Programs. During the nine months ended September 30, 2021, we repurchased 2,169,700 Class A common shares. At September 30, 2022, the remaining amount authorized for share repurchases under the 2022 Share Repurchase Program was $74 million.
Contribution from noncontrolling interest owners
During the third quarter of 2021, we received an equity contribution of $47 million from the noncontrolling interest owner of our Liberty Servicios entity, the proceeds of which were used to partially fund the Liberty Telecomunicaciones Acquisition. This contribution represented their pro-rata share of the equity portion of the purchase price for the Liberty Telecomunicaciones Acquisition, and has been reflected as a contribution from noncontrolling interest owners in our condensed consolidated statements of equity and as a financing activity in our condensed consolidated statement of cash flows.

(17)    Commitments and Contingencies
Guarantees and Other Credit Enhancements
In the ordinary course of business, we may provide (i) indemnifications to our lenders, our vendors and certain other parties and (ii) performance and/or financial guarantees to local municipalities, our customers and vendors. Historically, these arrangements have not resulted in our company making any material payments and we do not believe that they will result in material payments in the future.
Legal and Regulatory Proceedings and Other Contingencies
VTR Class Action. On August 25, 2020, VTR was notified that SERNAC had filed a class action complaint against VTR in the 14th Civil Court of Santiago. The complaint relates to consumer complaints regarding VTR’s broadband service and capacity during the pandemic and raises claims regarding, among other things, VTR’s disclosure of its broadband speeds and aggregate capacity availability and VTR’s response to address the causes of service instability during the pandemic. We believe that the allegations are without merit, in particular as it relates to VTR’s service and response during the pandemic. See note 8 regarding the closing of the Chile JV subsequent to September 30, 2022.
Regulatory Issues. We have contingent liabilities related to matters arising in the ordinary course of business, including (i) legal proceedings, (ii) issues involving wage, property, withholding and other tax issues and (iii) disputes over interconnection, programming and copyright fees. While we generally expect that the amounts required to satisfy these contingencies will not materially differ from any estimated amounts we have accrued, no assurance can be given that the resolution of one or more of
32
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
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.

(18)    Segment Reporting
Our reportable segments derive their revenue primarily from residential and B2B services, including video, broadband internet, fixed-line telephony and mobile services. Our corporate category includes our corporate operations, which derive revenue from mobile handset insurance services. We generally identify our reportable segments as those operating segments that represent 10% or more of our revenue, Adjusted OIBDA or total assets.
During the third quarter of 2022, we completed an organizational change with respect to our C&W operations whereby management of certain subsidiaries of C&W, which primarily operate our subsea and fiber optic cable networks, now report directly to the Senior Vice President, Infrastructure and Corporate Strategy of Liberty Latin America and no longer report to the former C&W Caribbean and Networks segment decision maker. As a result, the aforementioned subsidiaries of C&W are now a separate operating and reportable segment, herein referred to as the C&W Networks & LatAm segment. In connection with this change, we have revised our segment presentation for all periods to separately present (i) C&W Caribbean and (ii) C&W Networks & LatAm. Accordingly, as of September 30, 2022, our reportable segments are as follows:
•C&W Caribbean;
•C&W Panama;
•C&W Networks & LatAm;
•Liberty Puerto Rico;
•Liberty Costa Rica; and
•VTR.
Performance Measures of our Reportable Segments
We evaluate performance and make decisions about allocating resources to our reportable segments based on financial measures, such as revenue and Adjusted OIBDA. In addition, we review non-financial measures, such as subscriber growth. We account for intersegment sales as if they were to third parties, that is, at current market prices.
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 incentive compensation plans. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. A reconciliation of total Adjusted OIBDA to operating income or loss and to earnings or loss before income taxes is presented below.
33
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
The amounts presented below represent 100% of the revenue and Adjusted OIBDA of each of our reportable segments and our corporate operations. As we have the ability to control certain subsidiaries that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of (a) C&W and (b) Liberty Puerto Rico, and (ii) Liberty Costa Rica are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.
Revenue
 Three months ended September 30,Nine months ended September 30,
2022202120222021
 in millions
C&W Caribbean$359.1 $347.4 $1,069.5 $1,033.0 
C&W Panama172.5 133.9 441.3 394.5 
C&W Networks & LatAm102.8 106.5 326.8 320.0 
Liberty Puerto Rico366.9 357.3 1,096.4 1,078.5 
Liberty Costa Rica109.2 77.8 324.6 150.3 
VTR129.8 193.1 450.6 612.7 
Corporate5.4 5.4 16.5 16.2 
Intersegment eliminations(23.7)(25.1)(71.3)(71.0)
Total$1,222.0 $1,196.3 $3,654.4 $3,534.2 
Adjusted OIBDA
 Three months ended September 30,Nine months ended September 30,
2022202120222021
 in millions
C&W Caribbean$132.7 $119.6 $397.1 $357.9 
C&W Panama46.7 47.9 131.6 137.5 
C&W Networks & LatAm58.9 62.0 196.6 193.1 
Liberty Puerto Rico131.5 139.3 418.2 445.6 
Liberty Costa Rica32.8 24.0 98.6 50.8 
VTR31.2 65.1 115.6 204.3 
Corporate(18.8)(14.7)(45.4)(37.7)
Total$415.0 $443.2 $1,312.3 $1,351.5 
34
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
The following table provides a reconciliation of total Adjusted OIBDA to operating income (loss) and to earnings (loss) before income taxes:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Total Adjusted OIBDA$415.0 $443.2 $1,312.3 $1,351.5 
Share-based compensation expense(20.8)(33.1)(82.6)(88.9)
Depreciation and amortization(234.3)(252.0)(661.7)(736.3)
Impairment, restructuring and other operating items, net(7.0)(22.1)(583.4)(41.3)
Operating income (loss)152.9 136.0 (15.4)485.0 
Interest expense(149.2)(137.1)(415.8)(397.2)
Realized and unrealized gains on derivative instruments, net135.4 292.0 385.0 464.2 
Foreign currency transaction losses, net(56.5)(136.2)(221.9)(206.0)
Gains (losses) on debt extinguishments41.1 (1.9)41.1 (25.2)
Other expense, net(1.8)(41.1)(7.0)(42.1)
Earnings (loss) before income taxes$121.9 $111.7 $(234.0)$278.7 
Property and Equipment Additions of our Reportable Segments
The property and equipment additions of our reportable segments and corporate operations (including capital additions financed under vendor financing or finance lease arrangements) are presented below and reconciled to the capital expenditure amounts included in our condensed consolidated statements of cash flows. For additional information concerning capital additions financed under vendor financing, see note 7.
 Nine months ended September 30,
 20222021
 in millions
C&W Caribbean$151.4 $155.5 
C&W Panama71.6 64.5 
C&W Networks & LatAm32.0 35.4 
Liberty Puerto Rico154.8 139.1 
Liberty Costa Rica45.7 25.6 
VTR107.3 158.0 
Corporate28.3 20.9 
Total property and equipment additions591.1 599.0 
Assets acquired under capital-related vendor financing arrangements
(114.2)(65.0)
Changes in current liabilities related to capital expenditures20.8 10.7 
Total capital expenditures$497.7 $544.7 
35
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Revenue by Major Category
Our revenue by major category for our reportable segments is set forth in the tables below and includes the following categories:
•residential fixed subscription and residential mobile services revenue, which includes amounts received from subscribers for ongoing fixed and airtime services, respectively;
•residential fixed non-subscription revenue, which primarily includes interconnect and advertising revenue;
•B2B service revenue, which primarily includes broadband internet, video, fixed-line telephony, mobile and managed services (including equipment installation contracts) offered to small (including small or home office), medium and large enterprises and, on a wholesale basis, other telecommunication operators; and
•B2B subsea network revenue, which includes long-term capacity contracts with customers where the customer either pays a fee over time or prepays for the capacity upfront and pays a portion related to operating and maintenance of the network over time.
Three months ended September 30, 2022
 C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment EliminationsTotal
 in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue$122.2 $27.3 $— $111.7 $33.8 $112.7 $— $— $407.7 
Non-subscription revenue 7.6 1.7 — 5.0 1.0 2.4 — — 17.7 
Total residential fixed revenue129.8 29.0 — 116.7 34.8 115.1 — — 425.4 
Residential mobile revenue:
Service revenue78.8 65.8 — 112.2 48.0 7.8 — — 312.6 
Interconnect, inbound roaming, equipment sales and other (a)17.3 14.4 — 64.1 16.4 0.8 5.4 — 118.4 
Total residential mobile revenue96.1 80.2 — 176.3 64.4 8.6 5.4 — 431.0 
Total residential revenue225.9 109.2 — 293.0 99.2 123.7 5.4 — 856.4 
B2B revenue (b)133.2 63.3 102.8 53.0 10.0 6.1 — (23.7)344.7 
Other revenue— — — 20.9 — — — — 20.9 
Total$359.1 $172.5 $102.8 $366.9 $109.2 $129.8 $5.4 $(23.7)$1,222.0 
(a)The total amount includes $60 million of revenue from sales of mobile handsets and other devices.
(b)The total amount includes $7 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
36
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Three months ended September 30, 2021
 C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment EliminationsTotal
 in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue$118.1 $22.3 $— $110.6 $34.9 $167.8 $— $— $453.7 
Non-subscription revenue8.5 2.3 — 5.0 1.5 3.8 — — 21.1 
Total residential fixed revenue126.6 24.6 — 115.6 36.4 171.6 — — 474.8 
Residential mobile revenue:
Service revenue76.1 43.6 — 122.0 28.5 11.5 — — 281.7 
Interconnect, inbound roaming, equipment sales and other (a)14.9 11.6 — 55.3 7.0 1.7 5.4 — 95.9 
Total residential mobile revenue91.0 55.2 — 177.3 35.5 13.2 5.4 — 377.6 
Total residential revenue217.6 79.8 — 292.9 71.9 184.8 5.4 — 852.4 
B2B revenue (b)129.8 54.1 106.5 54.2 5.9 8.3 — (25.1)333.7 
Other revenue— — — 10.2 — — — — 10.2 
Total$347.4 $133.9 $106.5 $357.3 $77.8 $193.1 $5.4 $(25.1)$1,196.3 
(a)The total amount includes $49 million of revenue from sales of mobile handsets and other devices.
(b)The total amount includes $10 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.


37
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Nine months ended September 30, 2022
 C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment EliminationsTotal
 in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue$363.5 $75.1 $— $343.0 $101.9 $392.3 $— $— $1,275.8 
Non-subscription revenue25.2 5.7 — 16.0 2.6 8.9 — — 58.4 
Total residential fixed revenue388.7 80.8 — 359.0 104.5 401.2 — — 1,334.2 
Residential mobile revenue:
Service revenue232.9 152.7 — 343.5 142.8 25.8 — — 897.7 
Interconnect, inbound roaming, equipment sales and other (a)48.1 35.9 — 188.2 48.5 2.9 16.5 — 340.1 
Total residential mobile revenue281.0 188.6 — 531.7 191.3 28.7 16.5 — 1,237.8 
Total residential revenue669.7 269.4 — 890.7 295.8 429.9 16.5 — 2,572.0 
B2B revenue (b)399.8 171.9 326.8 164.3 28.8 20.7 — (71.3)1,041.0 
Other revenue— — — 41.4 — — — — 41.4 
Total$1,069.5 $441.3 $326.8 $1,096.4 $324.6 $450.6 $16.5 $(71.3)$3,654.4 
(a)The total amount includes $176 million of revenue from sales of mobile handsets and other devices.
(b)The total amount includes $19 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
38
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Nine months ended September 30, 2021
 C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment EliminationsTotal
 in millions
Residential revenue:
Residential fixed revenue:
Subscription revenue$353.7 $64.7 $— $327.1 $104.1 $532.9 $— $— $1,382.5 
Non-subscription revenue25.9 7.2 — 14.1 4.8 11.2 — — 63.2 
Total residential fixed revenue379.6 71.9 — 341.2 108.9 544.1 — — 1,445.7 
Residential mobile revenue:
Service revenue222.9 132.8 — 359.8 28.5 37.7 — — 781.7 
Interconnect, inbound roaming, equipment sales and other (a)45.0 33.2 — 188.8 7.0 5.8 16.2 — 296.0 
Total residential mobile revenue267.9 166.0 — 548.6 35.5 43.5 16.2 — 1,077.7 
Total residential revenue647.5 237.9 — 889.8 144.4 587.6 16.2 — 2,523.4 
B2B revenue (b)385.5 156.6 320.0 161.5 5.9 25.1 — (71.0)983.6 
Other revenue— — — 27.2 — — — — 27.2 
Total$1,033.0 $394.5 $320.0 $1,078.5 $150.3 $612.7 $16.2 $(71.0)$3,534.2 
(a)The total amount includes $153 million of revenue from sales of mobile handsets and other devices.
(b)The total amount includes $23 million of revenue from sales of mobile handsets and other devices to B2B mobile customers.
39
Liberty Latin America Ltd.
Notes to Condensed Consolidated Financial Statements – (Continued)
September 30, 2022
(unaudited)
Revenue by Geographic Market
The revenue from third-party customers for each of our geographic markets is set forth in the table below.
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Puerto Rico $354.0 $344.0 $1,057.6 $1,037.4 
Chile129.8 193.1 450.6 612.7 
Panama171.6 133.2 439.0 392.7 
Costa Rica109.0 77.7 324.1 150.2 
Jamaica108.5 100.6 318.6 297.3 
Networks & LatAm (a)83.5 85.6 269.4 260.8 
The Bahamas48.4 47.8 144.5 140.5 
Trinidad and Tobago39.5 38.7 119.7 118.3 
Barbados37.3 35.6 110.6 104.5 
Curacao34.2 34.6 99.9 104.2 
Other (b)106.2 105.4 320.4 315.6 
Total $1,222.0 $1,196.3 $3,654.4 $3,534.2 
(a)The amounts represent managed services and wholesale revenue from various jurisdictions across Latin America and the Caribbean, primarily related to the sale and lease of telecommunications capacity on C&W Networks & LatAm’s subsea and terrestrial fiber optic cable networks.
(b)The amounts primarily relate to a number of countries in which we have less significant operations, all of which are located in the Caribbean, and to a lesser extent, in Latin America.

40

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
See the Glossary of defined terms at the beginning of this Quarterly Report on Form 10-Q.
The following discussion and analysis, which should be read in conjunction with our 2021 Form 10-K and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, 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, 2022 and 2021.
•Material Changes in Financial Condition. This section provides an analysis of our liquidity, condensed consolidated statements of cash flows and contractual commitments.
Unless otherwise indicated, operational data (including subscriber statistics) is presented as of September 30, 2022.
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 Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 3. Quantitative and Qualitative Disclosures About Market Risk, and Item 4. Controls and Procedures may contain forward-looking statements, including statements regarding: our business, products, foreign currency and finance strategies; subscriber growth and retention rates; changes in competitive, regulatory and economic factors; anticipated changes in our revenue, expenses, or growth rates; debt levels; our liquidity and our ability to access the liquidity of our subsidiaries; credit risks; internal control over financial reporting and the remediation of material weaknesses; foreign currency risks; interest rate risks; compliance with debt, financial and other covenants; our projected sources and uses of cash; the Liberty Telecomunicaciones Acquisition; the Claro Panama Acquisition; the impacts of the formation of the Chile JV; the effects and potential impacts of COVID-19 on our business and results of operations; reductions in operating and capital costs; our 2022 Share Repurchase Program; the outcome and impact of pending litigation; 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 Part I, Item 1A in our 2021 Form 10-K, 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;
•our relationships with third-party programming providers and broadcasters, some of which are also offering content directly to consumers, and our ability to maintain access to desirable programming on acceptable economic terms;
•our relationships with suppliers and licensors and the ability to maintain equipment, software and certain services;
•instability in global financial markets, including sovereign debt issues and related fiscal reforms;
•our ability to obtain additional financing and generate sufficient cash to meet our debt obligations;
41

•the impact of restrictions contained in certain of our subsidiaries’ debt instruments;
•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;
•the impact of 5G and wireless technologies on broadband internet;
•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 and mobile subscriber;
•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 renew necessary regulatory licenses, concessions or other operating agreements and to otherwise acquire future spectrum or other licenses that we need to offer new mobile data or other technologies or services;
•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, such as with respect to the Chile JV, the Claro Panama Acquisition and the Liberty Telecomunicaciones Acquisition;
•changes in laws or treaties relating to taxation, or the interpretation thereof, in the U.S. or in other countries in which we operate and the results of any tax audits or tax disputes;
•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, 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;
42

•problems we may discover post-closing with the operations, including the internal controls and financial reporting process, of businesses we acquire, such as with respect to the AT&T Acquired Entities, the Liberty Telecomunicaciones Acquisition and the Claro Panama Acquisition;
•the effect of any of the identified material weaknesses in our internal control over financial reporting;
•piracy, targeted vandalism against our networks, and 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;
•the effect of any strikes, work stoppages or other industrial actions that could affect our operations;
•changes in the nature of key strategic relationships with partners and joint venturers;
•our equity capital structure;
•our ability to realize the full value of our intangible assets;
•changes in and compliance with applicable data privacy laws, rules, and regulations;
•our ability to recoup insurance reimbursements and settlements from third-party providers;
•our ability to comply with economic and trade sanctions laws, such as the U.S. Treasury Department’s Office of Foreign Assets Control;
•the impacts of climate change such as rising sea levels or increasing frequency and intensity of certain weather phenomena; and
•events that are outside of our control, such as political conditions and unrest in international markets, terrorist attacks, malicious human acts, hurricanes, volcanoes and other natural disasters, pandemics, including the COVID-19 pandemic, 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.

43

Overview
General
We are an international provider of fixed, mobile and subsea telecommunications services. We provide,
A.residential and B2B services in:
i.over 20 countries across Latin America and the Caribbean through two of our reportable segments, C&W Caribbean and C&W Panama;
ii.Puerto Rico, through our reportable segment Liberty Puerto Rico;
iii.Costa Rica, through our reportable segment Liberty Costa Rica;
iv.Chile, through our reportable segment VTR; and
B.through our reportable segment C&W Networks & LatAm (as further described below), (i) B2B services in certain other countries in Latin America and the Caribbean and (ii) wholesale communication services over its subsea and terrestrial fiber optic cable networks that connect approximately 40 markets in that region.
At September 30, 2022, we (i) owned and operated fixed networks that passed 8,588,600 homes and served 6,422,800 RGUs, comprising 2,889,600 broadband internet subscribers, 1,934,900 video subscribers and 1,598,300 fixed-line telephony subscribers, and (ii) served 8,376,900 mobile subscribers.
During the third quarter of 2022, we completed an organizational change with respect to our C&W operations whereby management of certain subsidiaries of C&W, which primarily operate our subsea and fiber optic cable networks, now report directly to the Senior Vice President, Infrastructure and Corporate Strategy of Liberty Latin America and no longer report to the former C&W Caribbean and Networks segment decision maker. As a result, the aforementioned subsidiaries of C&W are now a separate operating and reportable segment, herein referred to as the C&W Networks & LatAm segment. In connection with this change, we have restated our segment presentation for all periods to separately present (i) C&W Caribbean and (ii) C&W Networks & LatAm.
Transactions
Claro Panama Acquisition. On September 14, 2021, we entered into a definitive agreement to acquire América Móvil’s operations in Panama in an all-cash transaction based upon an enterprise value of $200 million on a cash- and debt-free basis. On July 1, 2022, we completed the acquisition of Claro Panama, which was financed through a combination of debt and existing cash.
Chile JV. On September 29, 2021, we entered into an agreement with América Móvil to contribute the Chile JV Entities to América Móvil’s Chilean operations to form the Chile JV that will be owned 50:50 by Liberty Latin America and América Móvil. Subsequent to September 30, 2022, we completed the formation of the Chile JV. During October 2022, and in connection with this transaction, we made a balancing payment to América Móvil totaling $76 million. The transaction did not trigger a change of control under VTR’s debt agreements, and was not subject to Liberty Latin America or América Móvil shareholder approvals. Beginning in October, we will account for our 50% interest in the Chile JV as an equity method investment.
Material Changes in Results of Operations
The comparability of our operating results during the three and nine months ended September 30, 2022 and 2021 is affected by acquisitions and FX effects. As we use the term, “organic” changes exclude FX and the impacts of acquisitions, each as further discussed below.
In the following discussion, we quantify the estimated impact on the operating results of the periods under comparison that is attributable to acquisitions. We acquired (i) Telefónica’s operations in Costa Rica during August 2021, (ii) 96% of Broadband VI, LLC’s operations in the U.S. Virgin Islands effective December 2021 and (iii) América Móvil’s operations in Panama during July 2022. With respect to acquisitions, organic changes and the calculations of our organic change percentages exclude the estimated operating results of an acquired entity during the first 12 months following the date of acquisition.
44

Changes in foreign currency exchange rates may have a significant impact on our operating results, as VTR, Liberty Costa Rica and certain entities within C&W have functional currencies other than the U.S. dollar. Through September 30, 2022, our primary FX exchange risk relates to the Chilean peso. For example, the average FX rate (utilized to translate our condensed consolidated statements of operations) for the U.S. dollar per one Chilean peso appreciated by 20% and 17% for the three and nine months ended September 30, 2022, respectively, as compared to the corresponding periods in 2021. 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 Rates below.
The amounts presented and discussed below represent 100% of the revenue and expenses of each reportable segment and our corporate operations. As we have the ability to control certain subsidiaries that are not wholly-owned, we include 100% of the revenue and expenses of these entities in our condensed consolidated statements of operations despite the fact that third parties own significant interests in these entities. The noncontrolling owners’ interests in the operating results of (i) certain subsidiaries of (a) C&W and (b) Liberty Puerto Rico, and (ii) Liberty Costa Rica are reflected in net earnings or loss attributable to noncontrolling interests in our condensed consolidated statements of operations.
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 customers would result in increased pressure on our operating margins.
Consolidated Adjusted OIBDA
On a consolidated basis, Adjusted OIBDA is a non-U.S. GAAP measure. 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 determine how to allocate resources to segments. Our internal decision makers believe Adjusted OIBDA is a meaningful measure because it represents a transparent view of our recurring operating performance that is unaffected by our capital structure and allows management to (i) readily view operating trends, (ii) perform analytical comparisons and benchmarking between segments and (iii) identify strategies to improve operating performance in the different countries in which we operate. We believe our Adjusted OIBDA measure is useful to investors because it is one of the bases for comparing our performance with the performance of other companies in the same or similar industries, although our measures may not be directly comparable to similar measures used by other public companies. Adjusted OIBDA should be viewed as a measure of operating performance that is a supplement to, and not a substitute for, operating income or loss, net earnings or loss and other U.S. GAAP measures of income or loss.
A reconciliation of total operating income (loss), the nearest U.S. GAAP measure, to Adjusted OIBDA on a consolidated basis, is presented below.
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Operating income (loss)$152.9 $136.0 $(15.4)$485.0 
Share-based compensation expense20.8 33.1 82.6 88.9 
Depreciation and amortization234.3 252.0 661.7 736.3 
Impairment, restructuring and other operating items, net7.0 22.1 583.4 41.3 
Consolidated Adjusted OIBDA$415.0 $443.2 $1,312.3 $1,351.5 

45

The following tables set forth the organic and non-organic changes in Adjusted OIBDA for the periods indicated:
C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment eliminationsConsolidated
 in millions
Adjusted OIBDA for the three months ending:
September 30, 2021$119.6 $47.9 $62.0 $139.3 $24.0 $65.1 $(14.7)$— $443.2 
Organic changes related to:
Revenue11.5 3.8 (1.3)(3.8)12.2 (37.5)— 1.4 (13.7)
Programming and other direct costs2.8 (2.0)(2.3)(3.1)(0.7)9.6 — (0.6)3.7 
Other operating costs and expenses(1.4)(4.4)1.0 (12.4)(6.6)0.1 (4.1)(0.8)(28.6)
Non-organic increases (decreases):
FX0.2 — (0.5)— (1.4)(6.1)— — (7.8)
Acquisitions— 1.4 — 11.5 5.3 — — — 18.2 
September 30, 2022$132.7 $46.7 $58.9 $131.5 $32.8 $31.2 $(18.8)$— $415.0 
C&W CaribbeanC&W PanamaC&W Networks & LatAmLiberty Puerto RicoLiberty Costa RicaVTRCorporateIntersegment eliminationsConsolidated
 in millions
Adjusted OIBDA for the nine months ending:
September 30, 2021$357.9 $137.5 $193.1 $445.6 $50.8 $204.3 $(37.7)$— $1,351.5 
Organic changes related to:
Revenue44.7 12.0 12.0 (1.4)14.1 (89.7)0.3 (0.3)(8.3)
Programming and other direct costs(8.0)(8.7)(5.1)(14.9)(0.7)15.0 — 6.1 (16.3)
Other operating costs and expenses5.3 (10.6)(2.1)(23.5)(9.5)4.4 (8.0)(5.8)(49.8)
Non-organic increases (decreases):
FX(2.8)— (1.3)— (3.1)(18.4)— — (25.6)
Acquisitions— 1.4 — 12.4 47.0 — — — 60.8 
September 30, 2022$397.1 $131.6 $196.6 $418.2 $98.6 $115.6 $(45.4)$— $1,312.3 
46

Adjusted OIBDA Margin
The following table sets forth the Adjusted OIBDA margin (Adjusted OIBDA divided by revenue) of each of our reportable segments:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 %
C&W Caribbean37.0 34.4 37.1 34.6 
C&W Panama27.1 35.8 29.8 34.9 
C&W Networks & LatAm57.3 58.2 60.2 60.3 
Liberty Puerto Rico35.8 39.0 38.1 41.3 
Liberty Costa Rica30.0 30.8 30.4 33.8 
VTR24.0 33.7 25.7 33.3 
Adjusted OIBDA margin is impacted by organic changes in revenue, programming and other direct costs of services and other operating costs and expenses, as further discussed below. The decrease in Adjusted OIBDA margin for C&W Panama is due in part from the inclusion of Claro Panama operations following the Claro Panama Acquisition, which generates a lower Adjusted OIBDA margin compared to legacy operations. The decrease in the Adjusted OIBDA margin for VTR is primarily related to a decline in revenue, RGUs and ARPU resulting from significant competition in Chile, as further discussed below. Additionally, we incurred in aggregate $8 million and $19 million of integration costs during the three and nine months ended September 30, 2022, respectively, in our Liberty Puerto Rico, Liberty Costa Rica and C&W Panama segments. During the three and nine months ended September 30, 2021, we incurred $3 million and $6 million, respectively, in our Liberty Puerto Rico and Liberty Costa Rica segments.
Revenue
All of our segments derive their revenue primarily from (i) residential fixed services, including video, broadband internet and fixed-line telephony, (ii) residential mobile services and (iii) B2B services. C&W Networks & LatAm also provides wholesale communication services over its subsea and terrestrial fiber optic cable networks.
While not specifically discussed in the below explanations of the changes in revenue, 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 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 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.

47

The following tables set forth the organic and non-organic changes in revenue by reportable segment for the periods indicated.
 Three months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXAcquisitionsOrganic
 in millions
C&W Caribbean$359.1 $347.4 $11.7 $0.2 $— $11.5 
C&W Panama172.5 133.9 38.6 — 34.8 3.8 
C&W Networks & LatAm102.8 106.5 (3.7)(2.4)— (1.3)
Liberty Puerto Rico366.9 357.3 9.6 — 13.4 (3.8)
Liberty Costa Rica109.2 77.8 31.4 (4.3)23.5 12.2 
VTR129.8 193.1 (63.3)(25.8)— (37.5)
Corporate5.4 5.4 — — — — 
Intersegment eliminations(23.7)(25.1)1.4 — — 1.4 
Total$1,222.0 $1,196.3 $25.7 $(32.3)$71.7 $(13.7)
 Nine months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXAcquisitionsOrganic
 in millions
C&W Caribbean$1,069.5 $1,033.0 $36.5 $(8.2)$— $44.7 
C&W Panama441.3 394.5 46.8 — 34.8 12.0 
C&W Networks & LatAm326.8 320.0 6.8 (5.2)— 12.0 
Liberty Puerto Rico1,096.4 1,078.5 17.9 — 19.3 (1.4)
Liberty Costa Rica324.6 150.3 174.3 (9.4)169.6 14.1 
VTR450.6 612.7 (162.1)(72.4)— (89.7)
Corporate16.5 16.2 0.3 — — 0.3 
Intersegment eliminations(71.3)(71.0)(0.3)— — (0.3)
Total$3,654.4 $3,534.2 $120.2 $(95.2)$223.7 $(8.3)


48

C&W Caribbean. C&W Caribbean’s revenue by major category is set forth below:
 Three months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$122.2 $118.1 $4.1 3 
Non-subscription revenue7.6 8.5 (0.9)(11)
Total residential fixed revenue129.8 126.6 3.2 3 
Residential mobile revenue:
Service revenue78.8 76.1 2.7 4 
Interconnect, inbound roaming, equipment sales and other17.3 14.9 2.4 16 
Total residential mobile revenue96.1 91.0 5.1 6 
Total residential revenue225.9 217.6 8.3 4 
B2B revenue133.2 129.8 3.4 3 
Total $359.1 $347.4 $11.7 3 
 Nine months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$363.5 $353.7 $9.8 3 
Non-subscription revenue25.2 25.9 (0.7)(3)
Total residential fixed revenue388.7 379.6 9.1 2 
Residential mobile revenue:
Service revenue232.9 222.9 10.0 4 
Interconnect, inbound roaming, equipment sales and other48.1 45.0 3.1 7 
Total residential mobile revenue281.0 267.9 13.1 5 
Total residential revenue669.7 647.5 22.2 3 
B2B revenue399.8 385.5 14.3 4 
Total $1,069.5 $1,033.0 $36.5 4 
49

The details of the changes in C&W Caribbean’s revenue during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, are set forth below (in millions):
Three-month comparisonNine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$2.9 $15.1 
ARPU (b)1.1 (2.8)
Decrease in residential fixed non-subscription revenue(0.9)(0.6)
Total increase in residential fixed revenue3.1 11.7 
Increase in residential mobile service revenue (c)2.7 11.9 
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)2.2 3.2 
Increase in B2B revenue (e)3.5 17.9 
Total organic increase11.5 44.7 
Impact of FX0.2 (8.2)
Total$11.7 $36.5 
(a)The increases are primarily attributable to higher average broadband internet RGUs.
(b)The increase during the three-month comparison is due to higher ARPU from fixed-line telephony and video services, partially offset by lower ARPU from broadband internet service. The decrease during the nine-month comparison is due lower ARPU from video and broadband internet services, partially offset by higher ARPU from fixed-line telephony service.
(c)The increases are attributable to the net effect of (i) higher average numbers of mobile subscribers, mostly due to growth from fixed-mobile convergence efforts and increases in sales initiatives, and (ii) declines in ARPU as a result of certain pricing strategies.
(d)The increases are primarily attributable to higher inbound roaming traffic.
(e)The increases are attributable to higher revenues from     (i) fixed and managed services, primarily due to broadband internet services-related growth, (ii) mobile services, driven by higher average numbers of subscribers, and (iii) for the nine-month comparison, certain non-recurring B2B contracts.



50

C&W Panama. C&W Panama’s revenue by major category is set forth below:
 Three months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$27.3 $22.3 $5.0 22 
Non-subscription revenue1.7 2.3 (0.6)(26)
Total residential fixed revenue29.0 24.6 4.4 18 
Residential mobile revenue:
Service revenue65.8 43.6 22.2 51 
Interconnect, inbound roaming, equipment sales and other14.4 11.6 2.8 24 
Total residential mobile revenue80.2 55.2 25.0 45 
Total residential revenue109.2 79.8 29.4 37 
B2B revenue63.3 54.1 9.2 17 
Total$172.5 $133.9 $38.6 29 
 Nine months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$75.1 $64.7 $10.4 16 
Non-subscription revenue5.7 7.2 (1.5)(21)
Total residential fixed revenue80.8 71.9 8.9 12 
Residential mobile revenue:
Service revenue152.7 132.8 19.9 15 
Interconnect, inbound roaming, equipment sales and other35.9 33.2 2.7 8 
Total residential mobile revenue188.6 166.0 22.6 14 
Total residential revenue269.4 237.9 31.5 13 
B2B revenue171.9 156.6 15.3 10 
Total$441.3 $394.5 $46.8 12 
51

The details of the changes in C&W Panama’s revenue during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, are set forth below (in millions):
Three-month comparisonNine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$3.5 $10.3 
ARPU (b)(0.7)(2.1)
Decrease in residential fixed non-subscription revenue
(0.7)(1.6)
Total increase in residential fixed revenue2.1 6.6 
Increase (decrease) in residential mobile service revenue (c)0.5 (1.8)
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue(2.3)(2.4)
Increase in B2B revenue (d)3.5 9.6 
Total organic increase3.8 12.0 
Impact of an acquisition34.8 34.8 
Total$38.6 $46.8 
(a)The increases are primarily attributable to higher average broadband internet and video RGUs.
(b)The decreases are primarily due to lower ARPU from fixed-line telephony as customers shift to lower priced plans.
(c)The increase in the three-month comparison is primarily due to the net effect of (i) a decrease in prepaid subscribers and (ii) an increase in postpaid subscribers, largely driven by migrations from prepaid plans. The decrease in the nine-month comparison is primarily due to the net effect of (i) lower ARPU from prepaid mobile services, mainly attributable to lower recharging activity, and (ii) higher average numbers of postpaid mobile subscribers.
(d)The increases are primarily due to (i) increases in the volume of certain projects and (ii) higher revenue from data services.

C&W Networks & LatAm. C&W Networks & LatAm’s revenue by major category is set forth below:
 Three months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
B2B revenue:
Service revenue$27.9 $27.0 $0.9 3 
Subsea network revenue 74.9 79.5 (4.6)(6)
Total $102.8 $106.5 $(3.7)(3)
 Nine months ended September 30,Increase
 20222021$%
 in millions, except percentages
B2B revenue:
Service revenue$84.8 $80.6 $4.2 5 
Subsea network revenue 242.0 239.4 2.6 1 
Total $326.8 $320.0 $6.8 2 
52

The details of the changes in C&W Networks & LatAm’s revenue during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, are set forth below (in millions):
Three-month comparisonNine-month comparison
Increase in B2B service revenue (a)$2.3 $7.0 
Increase (decrease) in B2B subsea network revenue (b) (c)(3.6)5.0 
Total organic increase (decrease)(1.3)12.0 
Impact of FX(2.4)(5.2)
Total$(3.7)$6.8 
(a)The increases are primarily attributable to (i) higher B2B connectivity revenue, (ii) growth in managed services and (iii) for the nine-month comparison, higher equipment sales.
(b)The decrease during the three-month comparison is primarily due to (i) lower lease capacity revenue, as sales growth was offset by service disconnections and lower revenue from existing customers due to price erosion, and (ii) lower affiliate revenue.
(c)The increase during the nine-month comparison is primarily due to (i) the net positive impact associated with the recognition of deferred revenue and penalties upon termination of customer contracts, (ii) lower affiliate revenue, and (iii) a net increase in lease capacity revenue, resulting from customer growth, partially offset by service disconnections and lower revenue from existing customers due to price erosion.

Liberty Puerto Rico. Liberty Puerto Rico’s revenue by major category is set forth below:
 Three months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential fixed revenue:
Subscription revenue$111.7 $110.6 $1.1 1 
Non-subscription revenue5.0 5.0 — — 
Total residential fixed revenue116.7 115.6 1.1 1 
Residential mobile revenue:
Service revenue112.2 122.0 (9.8)(8)
Interconnect, inbound roaming, equipment sales and other64.1 55.3 8.8 16 
Total residential mobile revenue176.3 177.3 (1.0)(1)
Total residential revenue293.0 292.9 0.1 — 
B2B revenue53.0 54.2 (1.2)(2)
Other revenue20.9 10.2 10.7 105 
Total$366.9 $357.3 $9.6 3 
53

 Nine months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential fixed revenue:
Subscription revenue$343.0 $327.1 $15.9 5 
Non-subscription revenue16.0 14.1 1.9 13 
Total residential fixed revenue359.0 341.2 17.8 5 
Residential mobile revenue:
Service revenue343.5 359.8 (16.3)(5)
Interconnect, inbound roaming, equipment sales and other188.2 188.8 (0.6)— 
Total residential mobile revenue531.7 548.6 (16.9)(3)
Total residential revenue890.7 889.8 0.9 — 
B2B revenue164.3 161.5 2.8 2 
Other revenue41.4 27.2 14.2 52 
Total$1,096.4 $1,078.5 $17.9 2 
The details of the changes in Liberty Puerto Rico’s revenue during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, are set forth below (in millions):
Three-month comparisonNine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$5.1 $18.6 
ARPU (b)(6.3)(10.0)
Increase (decrease) in residential fixed non-subscription revenue(0.5)0.5 
Total increase (decrease) in residential fixed revenue
(1.7)9.1 
Decrease in residential mobile service revenue (c)(9.8)(16.3)
Increase (decrease) in residential mobile interconnect, inbound roaming, equipment sales and other revenue (d)8.8 (0.6)
Increase (decrease) in B2B revenue(1.2)2.8 
 Increase in other revenue0.1 3.6 
Total organic decrease(3.8)(1.4)
Impact of an acquisition (e)13.4 19.3 
Total$9.6 $17.9 
(a)The increases are primarily attributable to higher average broadband internet and video RGUs.
(b)The decreases are primarily attributable to lower ARPU from video and broadband internet services, which include the impact of credits issued to customers during the third quarter of 2022 as a result of Hurricane Fiona. In addition, the decrease for the nine-month comparison includes the impact of credits issued to customers during the second quarter of 2022 as a result of power outages.
(c)The decreases are primarily due to declines in the average number of mobile subscribers and lower ARPU from mobile services.
(d)The increase for the three-month comparison is primarily due to higher volumes of handset sales and higher inbound roaming. The decrease for the nine-month comparison is primarily due to the net effect of higher promotions associated with handset sales and higher inbound roaming.
(e)The impact of an acquisition primarily relates to FCC revenue recognized during the third quarter of 2022.


54

Liberty Costa Rica. Liberty Costa Rica’s revenue by major category is set forth below:
 Three months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$33.8 $34.9 $(1.1)(3)
Non-subscription revenue1.0 1.5 (0.5)(33)
Total residential fixed revenue34.8 36.4 (1.6)(4)
Residential mobile revenue:
Service revenue48.0 28.5 19.5 68 
Interconnect, inbound roaming, equipment sales and other16.4 7.0 9.4 134 
Total residential mobile revenue64.4 35.5 28.9 81 
Total residential revenue99.2 71.9 27.3 38 
B2B revenue10.0 5.9 4.1 69 
Total$109.2 $77.8 $31.4 40 
 Nine months ended September 30,Increase (decrease)
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$101.9 $104.1 $(2.2)(2)
Non-subscription revenue2.6 4.8 (2.2)(46)
Total residential fixed revenue104.5 108.9 (4.4)(4)
Residential mobile revenue:
Service revenue142.8 28.5 114.3 401 
Interconnect, inbound roaming, equipment sales and other48.5 7.0 41.5 593 
Total residential mobile revenue191.3 35.5 155.8 439 
Total residential revenue295.8 144.4 151.4 105 
B2B revenue28.8 5.9 22.9 388 
Total$324.6 $150.3 $174.3 116 
55

The details of the changes in Liberty Costa Rica’s revenue during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, are set forth below (in millions):
Three-month comparisonNine-month comparison
Increase (decrease) in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$4.2 $11.5 
ARPU (b)(3.1)(6.8)
Decrease in residential fixed non-subscription revenue (c)(0.6)(2.3)
Total increase in residential fixed revenue
0.5 2.4 
Increase in residential mobile service revenue (d)5.4 5.4 
Increase in residential mobile interconnect, inbound roaming, equipment sales and other revenue (e)4.6 4.6 
Increase in B2B revenue1.7 1.7 
Total organic increase12.2 14.1 
Impact of an acquisition23.5 169.6 
Impact of FX(4.3)(9.4)
Total$31.4 $174.3 
(a)The increases are primarily attributable to higher average broadband internet RGUs.
(b)The decreases are primarily due to the net effect of (i) lower ARPU from video services and fixed-line telephony, (ii) the impact of product mix and (iii) for the nine-month comparison, higher ARPU from broadband internet services.
(c)The decreases are primarily attributable to a discontinued Costa Rica government-sponsored assistance program that provided computer equipment to low-income households.
(d)The increases are primarily attributable to higher average mobile subscribers.
(e)The increases are primarily attributable to (i) higher inbound roaming and (ii) higher volumes of handset sales.

VTR. VTR’s revenue by major category is set forth below:
 Three months ended September 30,Decrease
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$112.7 $167.8 $(55.1)(33)
Non-subscription revenue2.4 3.8 (1.4)(37)
Total residential fixed revenue115.1 171.6 (56.5)(33)
Residential mobile revenue:
Service revenue7.8 11.5 (3.7)(32)
Interconnect, inbound roaming, equipment sales and other0.8 1.7 (0.9)(53)
Total residential mobile revenue8.6 13.2 (4.6)(35)
Total residential revenue123.7 184.8 (61.1)(33)
B2B revenue6.1 8.3 (2.2)(27)
Total$129.8 $193.1 $(63.3)(33)
56

 Nine months ended September 30,Decrease
 20222021$%
 in millions, except percentages
Residential revenue:
Residential fixed revenue:
Subscription revenue$392.3 $532.9 $(140.6)(26)
Non-subscription revenue8.9 11.2 (2.3)(21)
Total residential fixed revenue401.2 544.1 (142.9)(26)
Residential mobile revenue:
Service revenue25.8 37.7 (11.9)(32)
Interconnect, inbound roaming, equipment sales and other2.9 5.8 (2.9)(50)
Total residential mobile revenue28.7 43.5 (14.8)(34)
Total residential revenue429.9 587.6 (157.7)(27)
B2B revenue20.7 25.1 (4.4)(18)
Total$450.6 $612.7 $(162.1)(26)
The details of the changes in VTR’s revenue during the three and nine months ended September 30, 2022, as compared to the corresponding periods in 2021, are set forth below (in millions):
Three-month comparisonNine-month comparison
Decrease in residential fixed subscription revenue due to change in:
Average number of RGUs (a)$(10.1)$(22.2)
ARPU (b)(22.7)(55.5)
Decrease in residential fixed non-subscription revenue(0.9)(0.9)
Total decrease in residential fixed revenue(33.7)(78.6)
Decrease in residential mobile service revenue (c)
(2.3)(7.8)
Decrease in residential mobile interconnect, inbound roaming, equipment sales and other revenue(0.8)(2.5)
Decrease in B2B revenue
(0.7)(0.8)
Total organic decrease
(37.5)(89.7)
Impact of FX(25.8)(72.4)
Total$(63.3)$(162.1)
(a)The decreases are primarily attributable to lower average broadband internet and video RGUs.
(b)The decreases are primarily due to lower ARPU from broadband internet services, mainly associated with (i) increased competition that generally resulted in (a) the churn of higher-ARPU customers and (b) the addition of lower-ARPU customers, and (ii) strategic initiatives implemented during the first quarter of 2022. Higher discounts and lower-ARPU customers related to video and telephony services also contributed to the decline in ARPU.
(c)The decreases are primarily due to (i) lower ARPU from mobile services, mainly associated with strategic initiatives implemented during the first quarter of 2022, and (ii) for the nine-month comparison, lower average numbers of mobile subscribers.

57

Programming and other direct costs of services
Programming and other direct costs of services include programming and copyright costs, interconnect and access costs, equipment costs, which primarily relate to costs of mobile handsets and other devices, and other direct costs related to our operations. 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 video subscribers.
Consolidated. The following tables set forth the organic and non-organic changes in programming and other direct costs of services on a consolidated basis for the periods indicated.
 Three months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXAcquisitionsOrganic
 in millions
Programming and copyright$91.6 $108.5 $(16.9)$(6.7)$0.5 $(10.7)
Interconnect88.6 92.0 (3.4)(1.7)6.8 (8.5)
Equipment and other118.9 96.7 22.2 (0.9)7.6 15.5 
Total programming and other direct costs of services$299.1 $297.2 $1.9 $(9.3)$14.9 $(3.7)
 Nine months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXAcquisitionsOrganic
 in millions
Programming and copyright$302.1 $334.7 $(32.6)$(20.4)$0.5 $(12.7)
Interconnect262.7 252.7 10.0 (5.9)23.2 (7.3)
Equipment and other338.5 277.4 61.1 (1.8)26.6 36.3 
Total programming and other direct costs of services$903.3 $864.8 $38.5 $(28.1)$50.3 $16.3 

C&W Caribbean. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our C&W Caribbean segment for the periods indicated.
 Three months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
 in millions
Programming and copyright$21.0 $22.4 $(1.4)$— $(1.4)
Interconnect29.2 30.7 (1.5)— (1.5)
Equipment and other20.1 20.0 0.1 — 0.1 
Total programming and other direct costs of services$70.3 $73.1 $(2.8)$— $(2.8)
58

 Nine months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
 in millions
Programming and copyright$66.9 $69.3 $(2.4)$(0.5)$(1.9)
Interconnect87.4 89.4 (2.0)(1.7)(0.3)
Equipment and other60.6 50.8 9.8 (0.4)10.2 
Total programming and other direct costs of services$214.9 $209.5 $5.4 $(2.6)$8.0 
•Equipment and other: The organic increase during the nine-month comparison is primarily due to (i) higher port-to-port capacity fees incurred in connection with the purchase of wholesale services from C&W Networks & LatAm, (ii) higher costs associated with certain non-recurring B2B contracts and (iii) higher volumes of handset sales.

C&W Panama. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our C&W Panama segment for the periods indicated.
Three months ended September 30,Increase (decrease) from:
 IncreaseAn acquisitionOrganic
 20222021
 in millions
Programming and copyright$4.9 $3.7 $1.2 $0.5 $0.7 
Interconnect16.5 14.6 1.9 3.8 (1.9)
Equipment and other30.9 23.1 7.8 4.6 3.2 
Total programming and other direct costs of services$52.3 $41.4 $10.9 $8.9 $2.0 
Nine months ended September 30,Increase (decrease) from:
 IncreaseAn acquisitionOrganic
 20222021
 in millions
Programming and copyright$13.2 $11.3 $1.9 $0.5 $1.4 
Interconnect46.9 45.3 1.6 3.8 (2.2)
Equipment and other77.2 63.1 14.1 4.6 9.5 
Total programming and other direct costs of services$137.3 $119.7 $17.6 $8.9 $8.7 
•Programming and copyright: The organic increases are primarily due to RGU growth.
•Interconnect: The organic decreases are primarily due to lower call volumes.
•Equipment and other: The organic increases are primarily due to (i) higher costs associated with certain non-recurring B2B contracts and (ii) for the nine-month comparison, higher volumes of handset sales.

59

C&W Networks & LatAm. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our C&W Networks & LatAm segment for the periods indicated.
 Three months ended September 30,IncreaseIncrease (decrease) from:
 20222021FXOrganic
 in millions
Interconnect$12.0 $11.6 $0.4 $(0.2)$0.6 
Equipment and other3.9 2.6 1.3 (0.4)1.7 
Total programming and other direct costs of services$15.9 $14.2 $1.7 $(0.6)$2.3 
 Nine months ended September 30,IncreaseIncrease (decrease) from:
 20222021FXOrganic
 in millions
Interconnect$34.9 $33.9 $1.0 $(0.4)$1.4 
Equipment and other10.3 7.2 3.1 (0.6)3.7 
Total programming and other direct costs of services$45.2 $41.1 $4.1 $(1.0)$5.1 
•Equipment and other: The organic increases are primarily due to costs associated with sales-type leases on CPE installed on long-term customer solutions.

Liberty Puerto Rico. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Puerto Rico segment for the periods indicated.
Three months ended September 30,Increase (decrease) from:
 Increase (decrease)An acquisitionOrganic
 20222021
 in millions
Programming and copyright$27.9 $27.2 $0.7 $— $0.7 
Interconnect20.0 26.6 (6.6)0.7 (7.3)
Equipment and other57.5 47.6 9.9 0.2 9.7 
Total programming and other direct costs of services$105.4 $101.4 $4.0 $0.9 $3.1 
Nine months ended September 30,Increase (decrease) from:
 Increase (decrease)An acquisitionOrganic
 20222021
 in millions
Programming and copyright$83.8 $82.2 $1.6 $— $1.6 
Interconnect61.3 68.0 (6.7)2.0 (8.7)
Equipment and other170.7 148.2 22.5 0.5 22.0 
Total programming and other direct costs of services$315.8 $298.4 $17.4 $2.5 $14.9 
•Interconnect: The organic decreases are primarily due to lower roaming costs.
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•Equipment and other: The organic increases are primarily associated with (i) higher volumes of handset sales, (ii) increases related to lower of cost or market adjustments on equipment-related inventory recognized during the second and third quarters of 2022, and (iii) an unfavorable charge associated with equipment costs included in the transition services agreement entered into with AT&T. Also contributing to the organic increase for the nine-month comparison are (a) higher volumes of equipment sales associated with a contract entered into in the first quarter of 2022 and (b) equipment-related integration costs incurred during the first half of 2022.

Liberty Costa Rica. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our Liberty Costa Rica segment for the periods indicated.
Three months ended September 30,Increase (decrease)Increase (decrease) from:
An acquisition
 20222021FXOrganic
 in millions
Programming and copyright$7.8 $9.1 $(1.3)$(0.5)$— $(0.8)
Interconnect7.9 5.2 2.7 (0.2)2.3 0.6 
Equipment and other9.7 6.2 3.5 (0.2)2.8 0.9 
Total programming and other direct costs of services$25.4 $20.5 $4.9 $(0.9)$5.1 $0.7 
Nine months ended September 30,Increase (decrease)Increase (decrease) from:
An acquisition
 20222021FXOrganic
 in millions
Programming and copyright$25.6 $26.9 $(1.3)$(1.8)$— $0.5 
Interconnect24.2 6.5 17.7 (0.3)17.4 0.6 
Equipment and other28.6 7.7 20.9 (0.2)21.5 (0.4)
Total programming and other direct costs of services$78.4 $41.1 $37.3 $(2.3)$38.9 $0.7 

VTR. The following tables set forth the organic and non-organic changes in programming and other direct costs of services for our VTR segment for the periods indicated.
 Three months ended September 30,DecreaseIncrease (decrease) from:
 20222021FXOrganic
 in millions
Programming and copyright$30.9 $46.1 $(15.2)$(6.2)$(9.0)
Interconnect6.8 7.4 (0.6)(1.3)0.7 
Equipment and other0.9 2.5 (1.6)(0.3)(1.3)
Total programming and other direct costs of services$38.6 $56.0 $(17.4)$(7.8)$(9.6)
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 Nine months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
 in millions
Programming and copyright$113.5 $145.0 $(31.5)$(18.1)$(13.4)
Interconnect21.9 21.8 0.1 (3.5)3.6 
Equipment and other3.2 9.0 (5.8)(0.6)(5.2)
Total programming and other direct costs of services$138.6 $175.8 $(37.2)$-37.2$(22.2)$(15.0)
•Programming and copyright: The organic decreases are primarily due to the net effect of (i) lower average subscribers, (ii) lower content rates and (iii) the positive impacts associated with the renegotiation of certain content agreements. The decrease during the nine-month comparison was also impacted by (a) the positive impact associated with the reassessment of an accrual associated with video-on-demand content-related costs during the second quarter of 2022 and (b) an increase related to a settlement associated with a programming contract that occurred during the first quarter of 2022.
•Interconnect: The organic increases are primarily due to (i) higher rates and (ii) higher national leased capacity.
•Equipment and other: The organic decreases are primarily due to lower volumes of equipment sales.

Other operating costs and expenses
Other operating costs and expenses set forth in the tables below comprise the following cost categories:
•Personnel and contract labor-related costs, which primarily include salary-related and cash bonus expenses, net of capitalizable labor costs, and temporary contract labor costs;
•Network-related expenses, which primarily include costs related to network access, system power, core network, and CPE repair, maintenance and test costs;
•Service-related costs, which primarily include professional services, information technology-related services, audit, legal and other services;
•Commercial, which primarily includes sales and marketing costs, such as advertising, commissions and other sales and marketing-related costs, and customer care costs related to outsourced call centers;
•Facility, provision, franchise and other, which primarily includes facility-related costs, provision for bad debt expense, franchise-related fees, bank fees, insurance, vehicle-related, travel and entertainment and other operating-related costs; and
•Share-based compensation expense that relates to (i) equity awards issued to our employees and Directors and (ii) certain bonus-related expenses that are paid in the form of equity.

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Consolidated. The following tables set forth the organic and non-organic changes in other operating costs and expenses on a consolidated basis for the periods indicated.
 Three months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXAcquisitionsOrganic
 in millions
Personnel and contract labor$155.3 $142.9 $12.4 $(3.6)$4.4 $11.6 
Network-related88.6 86.0 2.6 (4.4)6.0 1.0 
Service-related52.8 47.4 5.4 (1.9)3.2 4.1 
Commercial58.9 57.4 1.5 (3.0)8.5 (4.0)
Facility, provision, franchise and other152.3 122.2 30.1 (2.3)16.5 15.9 
Share-based compensation expense20.8 33.1 (12.3)— — (12.3)
Total other operating costs and expenses$528.7 $489.0 $39.7 $(15.2)$38.6 $16.3 
 Nine months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXAcquisitionsOrganic
 in millions
Personnel and contract labor$453.6 $425.1 $28.5 $(9.9)$12.2 $26.2 
Network-related250.1 247.1 3.0 (11.5)16.5 (2.0)
Service-related158.6 140.2 18.4 (4.7)12.0 11.1 
Commercial182.5 163.5 19.0 (9.4)31.2 (2.8)
Facility, provision, franchise and other394.0 342.0 52.0 (6.0)40.7 17.3 
Share-based compensation expense82.6 88.9 (6.3)(1.2)0.8 (5.9)
Total other operating costs and expenses$1,521.4 $1,406.8 $114.6 $(42.7)$113.4 $43.9 

C&W Caribbean. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our C&W Caribbean segment for the periods indicated.
 Three months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
 in millions
Personnel and contract labor$51.3 $50.9 $0.4 $(0.1)$0.5 
Network-related36.4 38.8 (2.4)— (2.4)
Service-related18.1 15.6 2.5 — 2.5 
Commercial12.1 12.3 (0.2)— (0.2)
Facility, provision, franchise and other38.2 37.1 1.1 0.1 1.0 
Share-based compensation expense4.3 9.7 (5.4)0.1 (5.5)
Total other operating costs and expenses$160.4 $164.4 $(4.0)$0.1 $(4.1)
63

 Nine months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
in millions
Personnel and contract labor$154.9 $154.1 $0.8 $(0.8)$1.6 
Network-related108.0 119.2 (11.2)(1.0)(10.2)
Service-related52.1 49.0 3.1 (0.2)3.3 
Commercial33.8 35.3 (1.5)(0.4)(1.1)
Facility, provision, franchise and other108.7 108.0 0.7 (0.4)1.1 
Share-based compensation expense16.6 22.7 (6.1)— (6.1)
Total other operating costs and expenses$474.1 $488.3 $(14.2)$(2.8)$(11.4)
•Network-related: The organic decreases are primarily due to the net impact of (i) lower capacity charges associated with the use of C&W Networks & LatAm’s subsea network, (ii) savings on vendor costs as a result of the renegotiation and cancellation of certain contracts as well as lower overall spending and (iii) higher utilities costs.
•Service-related: The organic increases are primarily due to charges allocated from our Corporate operations.

C&W Panama. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our C&W Panama segment for the periods indicated.
Three months ended September 30,Increase (decrease) from:
 Increase (decrease)An acquisitionOrganic
 20222021
 in millions
Personnel and contract labor$20.6 $16.8 $3.8 $3.0 $0.8 
Network-related14.4 9.6 4.8 4.5 0.3 
Service-related3.5 3.7 (0.2)0.7 (0.9)
Commercial9.6 4.7 4.9 4.9 — 
Facility, provision, franchise and other25.4 9.8 15.6 11.4 4.2 
Share-based compensation expense1.0 1.0 — — — 
Total other operating costs and expenses$74.5 $45.6 $28.9 $24.5 $4.4 
Nine months ended September 30,Increase (decrease) from:
 IncreaseAn acquisitionOrganic
 20222021
 in millions
Personnel and contract labor$56.9 $50.9 $6.0 $3.0 $3.0 
Network-related34.6 29.6 5.0 4.5 0.5 
Service-related11.7 11.4 0.3 0.7 (0.4)
Commercial20.4 14.8 5.6 4.9 0.7 
Facility, provision, franchise and other48.8 30.6 18.2 11.4 6.8 
Share-based compensation expense4.4 2.6 1.8 — 1.8 
Total other operating costs and expenses$176.8 $139.9 $36.9 $24.5 $12.4 
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•Personnel and contract labor: The organic increases are primarily due to higher staff costs related to increased sales activities.
•Facility, provision, franchise and other: The organic increases are primarily driven by higher bad debt provisions.

C&W Networks & LatAm. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our C&W Networks & LatAm segment for the periods indicated.
 Three months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
 in millions
Personnel and contract labor$10.9 $10.0 $0.9 $(0.7)$1.6 
Network-related10.2 14.0 (3.8)(0.2)(3.6)
Service-related1.1 0.8 0.3 — 0.3 
Commercial0.4 0.3 0.1 — 0.1 
Facility, provision, franchise and other5.4 5.2 0.2 (0.4)0.6 
Share-based compensation expense1.0 1.1 (0.1)— (0.1)
Total other operating costs and expenses$29.0 $31.4 $(2.4)$(1.3)$(1.1)
 Nine months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
in millions
Personnel and contract labor$32.9 $33.2 $(0.3)$(1.5)$1.2 
Network-related32.3 35.7 (3.4)(0.6)(2.8)
Service-related3.2 2.8 0.4 — 0.4 
Commercial1.0 0.9 0.1 — 0.1 
Facility, provision, franchise and other15.6 13.2 2.4 (0.8)3.2 
Share-based compensation expense3.7 3.2 0.5 — 0.5 
Total other operating costs and expenses$88.7 $89.0 $(0.3)$(2.9)$2.6 
•Network-related: The organic decreases are primarily due to (i) lower subsea cable repairs and (ii) lower operating and maintenance-related costs.
•Facility, provision, franchise and other: The organic increases are primarily due to higher bad debt provisions.


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Liberty Puerto Rico. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our Liberty Puerto Rico segment for the periods indicated.
Three months ended September 30,Increase (decrease) from:
Increase (decrease)An acquisitionOrganic
20222021
 in millions
Personnel and contract labor$41.2 $36.8 $4.4 $0.4 $4.0 
Network-related16.9 13.6 3.3 (0.1)3.4 
Service-related9.2 10.3 (1.1)0.2 (1.3)
Commercial11.0 11.8 (0.8)— (0.8)
Facility, provision, franchise and other51.7 44.1 7.6 0.5 7.1 
Share-based compensation expense1.2 1.7 (0.5)— (0.5)
Total other operating costs and expenses$131.2 $118.3 $12.9 $1.0 $11.9 
Nine months ended September 30,Increase (decrease) from:
 Increase (decrease)An acquisitionOrganic
 20222021
 in millions
Personnel and contract labor$120.1 $104.4 $15.7 $1.4 $14.3 
Network-related38.5 37.5 1.0 0.1 0.9 
Service-related34.5 30.1 4.4 1.0 3.4 
Commercial35.3 35.4 (0.1)— (0.1)
Facility, provision, franchise and other134.0 127.1 6.9 1.9 5.0 
Share-based compensation expense6.0 5.8 0.2 — 0.2 
Total other operating costs and expenses$368.4 $340.3 $28.1 $4.4 $23.7 
•Personnel and contract labor: The organic increases are primarily due to the net effect of (i) higher salaries and other personnel costs, including the impact of higher amortization of deferred commissions in connection with the AT&T Acquisition, and (ii) lower bonus-related expenses.
•Network-related: The organic increases, and in particular the increase for the three-month comparison, are primarily due to incremental expenses incurred in operating the network as a result of the impacts from Hurricane Fiona, and increases in network-related integration costs associated with the AT&T Acquisition. For the nine-month comparison, the increase was further impacted by a decline associated with the termination of the transition services agreement entered into with AT&T associated with network maintenance and licenses.
•Service-related: The organic increase during the nine-month comparison is primarily due to higher costs associated with (i) charges allocated from our Corporate operations and (ii) software licenses. Service-related integration costs associated with the AT&T Acquisition remained relatively flat during each of the three and nine-month comparisons, but are expected to grow in future periods.
•Facility, provision, franchise and other: The organic increases for both the three and nine-month comparisons were impacted by increases related to (i) a reassessment of an accrual associated with certain services being provided under a transaction service agreement and (ii) utility costs. The increase for the nine-month comparison is further impacted by the net effect of (i) a decrease in bad debt expense resulting from lower expected credit loss rates established during the second quarter of 2022, (ii) an increase in rent expense, driven by purchase accounting adjustments associated with the AT&T Acquisition that were recorded during the second quarter of 2021, and (iii) a decrease resulting from a payment made during the second quarter of 2021 to settle certain 2011 property tax claims.


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Liberty Costa Rica. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our Liberty Costa Rica segment for the periods indicated.
 Three months ended September 30,IncreaseIncrease (decrease) from:
An acquisition
 20222021FXOrganic
 in millions
Personnel and contract labor$6.4 $5.6 $0.8 $(0.3)$1.0 $0.1 
Network-related8.1 5.2 2.9 (0.2)1.6 1.5 
Service-related6.5 3.0 3.5 (0.2)2.3 1.4 
Commercial13.0 8.0 5.0 (0.5)3.6 1.9 
Facility, provision, franchise and other17.0 11.5 5.5 (0.8)4.6 1.7 
Share-based compensation expense0.5 0.3 0.2 — — 0.2 
Total other operating costs and expenses$51.5 $33.6 $17.9 $(2.0)$13.1 $6.8 
 Nine months ended September 30,IncreaseIncrease (decrease) from:
An acquisition
 20222021FXOrganic
 in millions
Personnel and contract labor$20.2 $12.6 $7.6 $(0.8)$7.8 $0.6 
Network-related24.9 11.2 13.7 (0.8)11.9 2.6 
Service-related17.9 4.8 13.1 (0.5)10.3 3.3 
Commercial39.7 11.9 27.8 (0.8)26.3 2.3 
Facility, provision, franchise and other44.9 17.9 27.0 (1.1)27.4 0.7 
Share-based compensation expense1.9 0.7 1.2 — 0.8 0.4 
Total other operating costs and expenses$149.5 $59.1 $90.4 $(4.0)$84.5 $9.9 
•Network-related: The organic increases are primarily due to higher maintenance-related costs.
•Service-related: The organic increases are primarily due to higher information technology-related project costs.
•Commercial: The organic increases are primarily due to higher third-party sales commission costs.
•Facility, provision, franchise and other costs: The organic increases are primarily due to higher bad debt provisions.
•Included in the increases from an acquisition in the tables above, are significant integration-related costs associated with the Liberty Telecomunicaciones Acquisition, which we expect will continue to grow during the remainder of 2022.

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VTR. The following tables set forth the organic and non-organic changes in other operating costs and expenses for our VTR segment for the periods indicated.
 Three months ended September 30,Increase (decrease)Increase (decrease) from:
 20222021FXOrganic
 in millions
Personnel and contract labor$14.6 $13.9 $0.7 $(2.8)$3.5 
Network-related17.5 20.2 (2.7)(3.5)0.8 
Service-related7.5 8.2 (0.7)(1.6)0.9 
Commercial12.7 20.3 (7.6)(2.7)(4.9)
Facility, provision, franchise and other7.7 9.4 (1.7)(1.3)(0.4)
Share-based compensation expense0.2 4.2 (4.0)(0.1)(3.9)
Total other operating costs and expenses$60.2 $76.2 $(16.0)$(12.0)$(4.0)
 Nine months ended September 30,DecreaseIncrease (decrease) from:
 20222021FXOrganic
 in millions
Personnel and contract labor$41.8 $46.8 $(5.0)$(6.8)$1.8 
Network-related55.7 63.8 (8.1)(9.1)1.0 
Service-related24.0 28.0 (4.0)(4.0)— 
Commercial52.2 65.2 (13.0)(8.2)(4.8)
Facility, provision, franchise and other22.7 28.8 (6.1)(3.7)(2.4)
Share-based compensation expense7.6 8.1 (0.5)(1.2)0.7 
Total other operating costs and expenses$204.0 $240.7 $(36.7)$(33.0)$(3.7)
•Personnel and contract labor: The organic increases are primarily due to higher salaries and other personnel costs due to the effect of inflation. For the nine-month comparison, this increase is partially offset by lower bonus-related expenses.
•Commercial: The organic decreases are due to the net effect of (i) lower sales commissions and (ii) lower call center activity. For the nine-month comparison, the decrease is partially offset by higher marketing and advertising costs, primarily related to a commitment to sponsor a music festival that was postponed during each of the past two years due to COVID-19.
•Facility, provision, franchise and other costs: The organic decreases are primarily due to the net effect of (i) lower operating lease rent expense as a result of ceasing the amortization of our right of use assets in connection with held for sale accounting of the Chile JV Entities, as further described in note 8 to our condensed consolidated financial statements, and (ii) higher bad debt provisions.


68

Corporate. The following tables set forth the organic changes in other operating costs and expenses for our corporate operations for the periods indicated.
 Three months ended September 30,Organic increase (decrease)
 20222021
 in millions
Personnel and contract labor$10.2 $9.2 $1.0 
Service-related6.9 5.7 1.2 
Facility, provision, franchise and other7.3 5.4 1.9 
Share-based compensation expense12.6 15.1 (2.5)
Total other operating costs and expenses$37.0 $35.4 $1.6 
 Nine months ended September 30,Organic increase (decrease)
 20222021
 in millions
Personnel and contract labor$26.7 $23.4 $3.3 
Service-related15.2 14.0 1.2 
Facility, provision, franchise and other20.2 16.7 3.5 
Share-based compensation expense42.4 45.8 (3.4)
Total other operating costs and expenses$104.5 $99.9 $4.6 
•Personnel and contract labor: The organic increases are primarily attributable to higher salaries and other personnel costs, mainly resulting from higher staffing levels in our operations in Panama.
•Facility, provision, franchise and other: The organic increases are primarily due to an increase in travel-related costs.

Results of Operations (below Adjusted OIBDA)
Depreciation and amortization
Our depreciation and amortization expense decreased $18 million or 7% and $75 million or 10% during the three and nine months ended September 30, 2022, respectively, as compared to the corresponding periods in 2021, primarily due to the net effect of (i) declines of $41 million and $138 million, respectively, at VTR as we ceased recording depreciation expense during the third quarter of 2021 when we began accounting for the Chile JV Entities as held for sale, (ii) increases at Liberty Costa Rica and C&W Panama resulting from the Liberty Telecomunicaciones Acquisition and the Claro Panama Acquisition, respectively, and (iii) increases in property and equipment additions, mainly at Liberty Puerto Rico.
Impairment, restructuring and other operating items, net
The details of our impairment, restructuring and other operating items, net, are as follows:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Impairment charges (a)$— $0.1 $558.5 $3.0 
Restructuring charges4.6 9.6 10.2 24.6 
Other operating items, net (b)2.4 12.4 14.7 13.7 
Total$7.0 $22.1 $583.4 $41.3 
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(a)The amount for the nine months ended September 30, 2022 primarily consists of goodwill impairment charges associated with certain reporting units within the C&W Caribbean segment. For additional information, see note 7 to our condensed consolidated financial statements.
(b)The 2022 amounts primarily includes direct acquisition costs. The 2021 amounts primarily include direct acquisition costs related to the Liberty Telecomunicaciones Acquisition and, for the nine-month period, a gain on the disposition of certain B2B operations in our Liberty Puerto Rico segment that was completed in January 2021.
Interest expense
Our interest expense increased $12 million and $19 million during the three and nine months ended September 30, 2022, respectively, as compared to the corresponding periods in 2021. The increases are primarily attributable to (i) higher weighted-average interest rates and (ii) 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 or losses on derivative instruments, net
Our realized and unrealized gains or losses on derivative instruments primarily 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 on derivative instruments, net, are as follows:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Cross-currency and interest rate derivative contracts (a)$159.3 $285.1 $417.8 $464.2 
Foreign currency forward contracts(16.0)15.4 (9.3)20.1 
Weather Derivatives (b)(7.9)(8.5)(23.5)(20.1)
Total$135.4 $292.0 $385.0 $464.2 
(a)The gains during the three and nine months ended September 30, 2022 and 2021 are primarily attributable to the net effect of (i) changes in interest rates and (ii) changes in FX rates, predominantly due to changes in the value of the Chilean peso relative to the U.S. dollar. These amounts include net losses associated with changes in the credit risk valuation adjustments of $5 million and $15 million during the three months ended September 30, 2022 and 2021, respectively, and $14 million and $44 million during the nine months ended September 30, 2022 and 2021, respectively. Included in the credit risk valuation adjustments are net losses of $3 million and $12 million during the three months ended September 30, 2022 and 2021, respectively, and $3 million and $29 million during the nine months ended September 30, 2022 and 2021, respectively, related to the Chile JV Entities.
(b)Amounts represent the amortization of premiums associated with our Weather Derivatives.
For additional information concerning our derivative instruments, see notes 5 and 6 to our condensed consolidated financial statements and Item 3. Quantitative and Qualitative Disclosures about Market Risk below.
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Foreign currency transaction gains or 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 losses, net, are as follows:
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
U.S. dollar-denominated debt issued by a Chilean peso functional currency entity
$(61.7)$(145.2)$(181.1)$(177.0)
Intercompany payables and receivables denominated in a currency other than the entity’s functional currency
(15.7)6.9 (5.0)(19.9)
Other (a)20.9 2.1 (35.8)(9.1)
Total$(56.5)$(136.2)$(221.9)$(206.0)
(a)    Primarily includes (i) third-party receivables and payables denominated in a currency other than an entity’s functional currency, (ii) U.S. dollar-denominated debt issued by a CRC functional currency entity and (iii) cash denominated in a currency other than an entity’s functional currency.
Gains or losses on debt modification and extinguishment, net
Our gains or losses on debt modification and extinguishment generally include (i) premiums or discounts associated with redemptions and/or repurchases of debt, (ii) the write-off of unamortized deferred financing costs, premiums and/or discounts and/or (iii) breakage fees.
We recognized gains (losses) on debt extinguishment of $41 million during each of the three and nine months ended September 30, 2022 and ($2 million) and ($25 million) during the three and nine months ended September 30, 2021, respectively. The gains during 2022 are associated with the buyback of certain VTR debt at fair value. The losses during 2021 are primarily associated with refinancing activity at Liberty Puerto Rico and VTR.
For additional information concerning our gains and losses on debt extinguishment, see note 9 to our condensed consolidated financial statements.
Other income or expense, net
Our other income or expense, net, generally includes (i) certain amounts associated with our defined benefit plans, including interest expense and expected return on plan assets, (ii) interest income on cash and cash equivalents, and (iii) share of affiliate income or loss. Other income or expense was not material for the three and nine months ended September 30, 2022. We had other expense of $41 million and $42 million during the three and nine months ended September 30, 2021, respectively, which primarily relates to an impairment associated with a cost method investment.
Income tax expense
We recognized income tax expense of $39 million and $102 million during the three and nine months ended September 30, 2022, respectively, and $40 million and $111 million during the three and nine months ended September 30, 2021, respectively.
For the three and nine months ended September 30, 2022, the income tax expense attributable to our earnings (loss) before income taxes differs from the amounts computed using the statutory tax rate, primarily due to the detrimental effects of non-deductible goodwill impairment, negative effects of permanent tax differences, such as non-deductible expenses, tax effect of the enactment of a Barbados Pandemic Contribution Levy, and inclusion of withholding taxes on cross-border payments. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent tax differences, such as non-taxable income and net decreases in valuation allowances. Additionally, for the three months ended September 30, 2022, income tax expense reflects the detrimental effects of international rate differences and for the nine months ended September 30, 2022, income tax expense reflects the beneficial effects of international rate differences.
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For the three and nine months ended September 30, 2021, the income tax expense attributable to our earnings before income taxes differs from the amounts computed using the statutory tax rate, primarily due to detrimental effects of international rate differences, net increases in valuation allowances, negative effects of permanent tax differences, such as non-deductible expenses, and inclusion of withholding taxes on cross-border payments. These negative impacts to our effective tax rate were partially offset by the beneficial effects of permanent tax differences, such as non-taxable income. For the three months ended September 30, 2021, income tax expense reflects net favorable changes in uncertain tax positions. For the nine months ended September 30, 2021, income tax expense reflects net unfavorable changes in uncertain tax positions.
For additional information regarding our income taxes, see note 14 to our condensed consolidated financial statements.
Net earnings or loss
The following table sets forth selected summary financial information of our net earnings (loss):
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
 in millions
Operating income (loss)$152.9 $136.0 $(15.4)$485.0 
Net non-operating expenses$(31.0)$(24.3)$(218.6)$(206.3)
Income tax expense$(39.1)$(39.8)$(101.6)$(110.7)
Net earnings (loss)$82.8 $71.9 $(335.6)$168.0 
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 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.
Net earnings or loss attributable to noncontrolling interests
We reported net loss attributable to noncontrolling interests of $1 million and $25 million during three and nine months ended September 30, 2022, respectively, and $4 million and $6 million during the three and nine months ended September 30, 2021, respectively.

Material Changes in Financial Condition
Sources and Uses of Cash
Subsequent to the closing of the Chile JV as further described in note 8 to our condensed consolidated financial statements, we have three primary “borrowing groups,” which include the respective restricted parent and subsidiary entities of C&W, Liberty Puerto Rico and Liberty Costa Rica. Our borrowing groups, which typically generate cash from operating activities, held a significant portion of our consolidated cash and cash equivalents at September 30, 2022. 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. For details of the restrictions on our subsidiaries to make payments to us through dividends, loans or other distributions see note 9 to our condensed consolidated financial statements.
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Cash and cash equivalents
The details of the U.S. dollar equivalent balances of our cash and cash equivalents at September 30, 2022 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) $17.6 
Unrestricted subsidiaries (b)168.3 
Total Liberty Latin America and unrestricted subsidiaries185.9 
Borrowing groups (c):
C&W458.3 
Liberty Puerto Rico118.2 
Liberty Costa Rica6.8 
Total borrowing groups583.3 
Total cash and cash equivalents
$769.2 
(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.
Liquidity and capital resources 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.
During the three months ended September 30, 2022, the aggregate amount of our share repurchases was $34 million. For additional information regarding our Share Repurchase Programs, see note 16 to our condensed consolidated financial statements and Part II—Item 2 Unregistered Sales of Equity Securities and Use of Proceeds below.
Liquidity and capital resources 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 and borrowing availability under their respective debt instruments. For the details of the borrowing availability of our borrowing groups at September 30, 2022, 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 capital expenditures, debt service requirements and
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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 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. 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 under Item 3. Quantitative and Qualitative Disclosures about Market Risk and 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 of our borrowing groups is dependent primarily on our ability to maintain 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 and/or maintenance-based leverage covenants contained in the various debt instruments of our borrowing groups. For example, if the Covenant EBITDA of one of our borrowing groups were to decline, our ability to support or obtain additional debt in that borrowing group 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, 2022, 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, 2022, the outstanding principal amount of our debt, together with our finance lease obligations, excluding VTR, aggregated $7,954 million, including $208 million that is classified as current in our condensed consolidated balance sheet and $6,881 million that is not due until 2027 or thereafter. At September 30, 2022, $7,549 million of our debt and finance lease obligations have been borrowed or incurred by our subsidiaries. Included in the outstanding principal amount of our debt at September 30, 2022 is $196 million of vendor financing, which we use to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year, other than for certain licensing arrangements that generally are due over the term of the related license. For additional information concerning our debt, including our debt maturities, see note 9 to our condensed consolidated financial statements.
The weighted average interest rate in effect at September 30, 2022 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin, was 5.8%. The interest rate is based on stated rates and does 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. The weighted average impact of the derivative instruments, excluding forward-starting derivative instruments, on our borrowing costs at September 30, 2022 was as follows:
Borrowing groupDecrease to borrowing costs
C&W(0.60)%
Liberty Puerto Rico(0.13)%
Liberty Costa Rica(0.62)%
Liberty Latin America borrowing groups combined(0.42)%
Including the effects of derivative instruments, original issue premiums or discounts, including the discount on the Convertible Notes associated with the instrument’s conversion option, and commitment fees, but excluding the impact of financing costs, the weighted average interest rate on our indebtedness was 5.6% at September 30, 2022.
We believe that we have sufficient resources to repay or refinance the current portion of our debt and finance 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
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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, economic and social 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, and (ii) tightening of the credit markets. 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, 2022 and 2021 are summarized as follows:
 Nine months ended September 30,
 20222021Change
 in millions
Net cash provided by operating activities$491.8 $717.8 $(226.0)
Net cash used by investing activities(744.6)(1,075.3)330.7 
Net cash provided by financing activities21.9 530.6 (508.7)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(3.5)(6.7)3.2 
Net increase (decrease) in cash, cash equivalents and restricted cash$(234.4)$166.4 $(400.8)
Operating Activities. The decrease in cash provided by operating activities is primarily due to timing associated with changes in working capital.
Investing Activities. The cash used by investing activities during 2022 primarily relates to (i) capital expenditures, as further discussed below, (ii) the Claro Panama Acquisition and Broadband VI, LLC Acquisition, and (iii) additional investments made in an equity method investee. The cash used by investing activities during 2021 primarily relates to (i) capital expenditures, as further discussed below, and (ii) the Liberty Telecomunicaciones Acquisition.
For additional information regarding our acquisitions, see note 4 to our condensed consolidated financial statements.
The capital expenditures that we report in our condensed consolidated statements of cash flows, which relates to cash paid for property and equipment, does not include amounts that are financed under capital-related vendor financing or finance 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 finance lease arrangements.
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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,
20222021
in millions
Property and equipment additions$591.1 $599.0 
Assets acquired under capital-related vendor financing arrangements(114.2)(65.0)
Changes in current liabilities related to capital expenditures20.8 10.7 
Capital expenditures$497.7 $544.7 
Property and equipment additions during the nine months ended September 30, 2022, were consistent with the corresponding period in 2021, as decreases in CPE-related additions and capacity were mostly offset by baseline additions. During the nine months ended September 30, 2022 and 2021, our property and equipment additions represented 16.2% and 16.9% of revenue, respectively.
Financing Activities. During the nine months ended September 30, 2022, we generated $22 million of cash from financing activities, primarily due to (i) $98 million of net cash received related to derivatives instruments and (ii) $95 million of net borrowings of debt, which include the impact of $48 million of cash used to extinguish debt at VTR. These net inflows were largely offset by $153 million associated with the repurchase of Liberty Latin America common shares.
During the nine months ended September 30, 2021, we generated $531 million of cash from financing activities, primarily due to the net effect of (i) $602 million of net borrowings of debt, (ii) $47 million related to the contribution from noncontrolling interest owner, as further described in note 16 of the condensed consolidated financial statements, (iii) $43 million related to payments of derivatives, (iv) $37 million related to payments of financing costs and debt redemption premiums, and (v) $30 million of cash used associated with the repurchase of Liberty Latin America common shares.
Off Balance Sheet Arrangements
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.
Contractual Commitments
For information concerning our debt and operating lease obligations, see notes 9 and 10, respectively, to our condensed consolidated financial statements. In addition, 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, 2022 and 2021, see note 5 to our condensed consolidated financial statements.
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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 2021 Form 10-K.
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.
Foreign Currency Rates
The relationship between the (i) CLP, JMD and CRC and (ii) the U.S. dollar, which is our reporting currency, is shown below, per one U.S. dollar:
September 30,
2022		December 31, 2021
Spot rates:
CLP967.43 852.00 
JMD152.11 153.96 
CRC628.50 642.21 
 Three months ended September 30,Nine months ended September 30,
 2022202120222021
Average rates:
CLP926.42 773.18 859.78 737.78 
JMD151.62 151.86 153.47 149.69 
CRC660.58 622.53 659.93 617.19 
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. At September 30, 2022, we paid a fixed or capped rate of interest on 96% of our total debt, which includes the impact of our interest rate derivative contracts. The final maturity dates of our various portfolios of interest rate derivative instruments match 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.
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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.
C&W Interest Rate Derivative Contracts
Holding all other factors constant, at September 30, 2022, an instantaneous increase (decrease) in the relevant base rate of 100 basis points (1.0%) would have increased (decreased) the aggregate fair value of the C&W interest rate derivative contracts by approximately $98 million ($99 million).
Liberty Puerto Rico Interest Rate Derivative Contracts
Holding all other factors constant, at September 30, 2022, an instantaneous increase (decrease) in the relevant base rate of 100 basis points (1.0%) would have increased (decreased) the aggregate fair value of the Liberty Puerto Rico interest rate derivative contracts by approximately $28 million ($29 million).
Projected Cash Flows Associated with Derivative Instruments
The following table provides information regarding the projected cash flows associated with our derivative instruments. The U.S. dollar equivalents presented below are based on interest rates and exchange rates that were in effect as of September 30, 2022. These amounts are presented for illustrative purposes only and will likely differ from the actual cash payments required in future periods. For additional information regarding our derivative instruments, including our counterparty credit risk, see note 5 to our condensed consolidated financial statements.
 Payments (receipts) due during:Total
 Remainder of 202220232024202520262027Thereafter
 in millions
Projected derivative cash payments (receipts), net (a):
Interest-related (b)$(4.5)$2.0 $(20.1)$(19.4)$(19.4)$(19.4)$(17.7)$(98.5)
Other (c)16.1 — — — — — — 16.1 
Total
$11.6 $2.0 $(20.1)$(19.4)$(19.4)$(19.4)$(17.7)$(82.4)
(a)Amounts do not include projected cash flows related to derivatives of the Chile JV Entities, which comprise (i) total interest-related payments of $23 million, (ii) total principal-related receipts of $168 million and (iii) total foreign currency-related receipts of $15 million. For information regarding the formation of the Chile JV, see note 8 to our condensed consolidated financial statements.
(b)Includes the interest-related cash flows of our interest rate derivative contracts.
(c)Includes amounts related to our foreign currency forward contracts.
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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 Exchange Act that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our 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.
As disclosed in our Annual Report on Form 10-K for our fiscal year ended December 31, 2021, we identified material weaknesses in our internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable new or enhanced controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operating effectively. Our management, with the participation of the Executives, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022. As remediation is not completed, the Executives concluded that our disclosure controls and procedures continue to be ineffective as of September 30, 2022.
Management’s Remediation Plans
Management, with oversight from the Audit Committee of the Board of Directors, is continuing to implement the remediation plans as disclosed in our Annual Report on Form 10-K for our fiscal year ended December 31, 2021. We believe that these actions and the improvements we expect to achieve, when fully implemented, will strengthen our internal control over financial reporting and remediate the material weaknesses identified.
Changes in Internal Control over Financial Reporting
Except as listed below, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the 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.
During the quarter, we made the following changes in our internal control over financial reporting:
•additional manual procedures and controls were designed and implemented to enhance our internal control process through a combination of preventative and detective controls;
•key information technology resources were hired to design, implement, perform, and monitor the execution of general information technology controls; and,
•trainings were held to reinforce control concepts and responsibilities for control performers.

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PART II - OTHER INFORMATION
Item 1.     LEGAL PROCEEDINGS
From time to time, our subsidiaries and affiliates have become involved in litigation relating to claims arising out of their operations in the normal course of business. For additional information, see note 17 to our condensed consolidated financial statements in Part I of this Quarterly Report on Form 10-Q.

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c)    Issuer Purchases of Equity Securities
On February 22, 2022, our Directors approved the 2022 Share Repurchase Program. This program authorizes us to repurchase from time to time up to an additional $200 million of our Class A common shares and/or Class C common shares through December 2024 in open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means. The 2022 Share Repurchase Program does not obligate us to repurchase any of our Class A or C common shares.
The following table sets forth information concerning our company’s purchase of its own equity securities during the three months ended September 30, 2022:
PeriodTotal number of shares purchasedAverage price
paid per share (a)		Total number of
shares purchased as part of publicly
announced plans
or programs		Approximate
dollar value of
shares that may
yet be purchased
under the plans or programs
July 1, 2022 through July 31, 2022:
Class A138,700 $7.22 138,700 (b)
Class C588,100 $7.23 588,100 
August 1, 2022 through August 31, 2022:
Class A— $— — (b)
Class C2,307,900 $7.49 2,307,900 
September 1, 2022 through September 30, 2022:
Class A144,500 $6.71 144,500 (b)
Class C1,544,600 $6.50 1,544,600 
Total – July 1, 2022 through September 30, 2022:
Class A283,200 $6.96 283,200 (b)
Class C4,440,600 $7.11 4,440,600 
(a)Average price paid per share includes direct acquisition costs.
(b)At September 30, 2022, the remaining amount authorized for repurchases under the 2022 Share Repurchase Program was $74 million.

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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
10.2
31.1
31.2
32
101.SCHXBRL Inline Taxonomy Extension Schema Document.*
101.CALXBRL Inline Taxonomy Extension Calculation Linkbase Document.*
101.DEFXBRL Inline Taxonomy Extension Definition Linkbase.*
101.LABXBRL Inline Taxonomy Extension Label Linkbase Document.*
101.PREXBRL Inline Taxonomy Extension Presentation Linkbase Document.*
104Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101)
*    Filed herewith
**    Furnished herewith
†    Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Liberty Latin America hereby agrees to furnish supplementally a copy of such exhibits to the SEC upon request.


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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 8, 2022
/s/ BALAN NAIR
Balan Nair
President and Chief Executive Officer
Dated:November 8, 2022
/s/ CHRISTOPHER NOYES
Christopher Noyes
Senior Vice President and Chief Financial Officer



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Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and effective as of July 28, 2022 (the “Effective Date”), by and among Liberty Latin America Ltd., a Bermuda limited liability company, (the “Parent”), LiLAC Communications Inc., a Delaware company (the “Company”) and Balan Nair (the “Executive”) (the Parent, the Company and the Executive collectively, the “Parties”).
WHEREAS, the Parent, the Company and the Executive are parties to an employment agreement dated as of November 1, 2017, pursuant to which the Executive is employed as President and Chief Executive Officer of Parent and the Company (the “Prior Agreement”), and the Parties desire to amend and restate the Prior Agreement, on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1    Defined Terms. As used in this Agreement, the following terms have the following meanings:
“Beneficial Ownership” and related terms such as “Beneficially Owned” or “Beneficial Owner” with respect to any securities mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the U.S. Securities Exchange Act).
“Board” means the Board of Directors of the Parent.
“Cause” shall mean a determination in good faith by the Board that the Executive (a) has engaged in an act of willful malfeasance in connection with his employment, including embezzlement and misappropriation of funds, property or corporate opportunity, (b) has repeatedly or continuously refused to perform the Executive’s duties and responsibilities to the Company or any of its subsidiaries or to follow the lawful directions of the Board (provided such directions do not include meeting any specific financial performance metrics) and are consistent with his position as the Parent’s Chief Executive Officer, (c) has materially breached any provision of this Agreement or any material written agreement or corporate policy or code of conduct established by the Parent, the Company or any of their subsidiaries (and as may be amended from time to time), (d) has engaged in conduct involving moral turpitude that is materially damaging to the business or reputation of the Parent, the Company or any of their subsidiaries, (e) has disclosed without specific authorization from the Company material Confidential Information, (f) has committed an act of theft, fraud, embezzlement, misappropriation or breach of a fiduciary duty to the Parent, the Company or any of their subsidiaries, (g) has been indicted for a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a jurisdiction outside the U.S.), (h) has been convicted of, or pled guilty or nolo contendere to a felony or a crime involving moral turpitude (or a crime of similar import in a jurisdiction outside the U.S.); or (i) has, directly or indirectly (through a failure to put in place and enforce appropriate compliance controls and procedures), violated, or there appears to be, after due inquiry, a reasonable basis to conclude that the Executive has violated, the Foreign Corrupt Practices Act in any material respect.
“Class A Shares” means the Parent’s Class A shares.
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“Class B Shares” means the Parent’s Class B shares.
“Class C Shares” means the Parent’s Class C shares.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Entity” means the Parent, the Company and/or any of their subsidiaries or other affiliates.
“Compensation Committee” means the Compensation Committee of the Board.
“Date of Termination” shall mean the date specified in the Notice of Termination relating to termination of the Executive’s employment with the Company; provided, that the Company may require an earlier Date of Termination than the date specified by the Executive in a Notice of Termination delivered pursuant to Section 4.2.
“Denver Metro Area” means the Denver-Aurora, CO Combined Statistical Area as defined by the Office of Management and Budget.
“Disability” shall mean that the Executive meets the requirements for disability benefits under the Company’s long-term disability plan.
“Good Reason” shall mean any of the following events that occur without the Executive’s prior written consent: (a) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities, or any other action by the Company that results in a material diminution in the Executive’s position, title, authority, reporting lines, status, duties or responsibilities (excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith); (b) any material breach of this Agreement by the Company; (c) a reduction in Base Salary, target Annual Bonus or target Annual Equity Grant under Article III, as each may be increased from time to time; (d) relocation of Executive’s principal place of employment to a facility or location that is more than 35 miles away from the Denver Metro Area; or (e) the Parent’s failure to re-nominate the Executive to serve on the Board or, if the Executive is a member of the Board, the Executive ceasing to be a member of the Executive Committee of the Board (or a successor committee of the Board that has similar powers and responsibilities), unless there is no longer an Executive Committee of the Board (or a successor committee of the Board with similar powers and responsibilities).
In order for a termination to be considered for “Good Reason,” (i) the Executive must provide written notice to the Company of the existence of the condition(s) the Executive claims constitutes Good Reason within 30 days of the initial existence, or if later, the Executive’s actual good faith knowledge of the condition(s), (ii) the Company shall have 30 days after such notice is given (the “Cure Period”) during which to remedy the condition(s) to the extent that such condition(s) is reasonably curable, and, if not so cured, (iii) the Executive must actually terminate employment within 30 days of the expiration of the Cure Period.
“Grant Award Agreements” means collectively and individually any one of (i) the LILAB Unrestricted Share Award and PSU Award Agreement and (ii) the Annual Equity Grant agreements in the form established by the Company or the Parent, as the case may be, awarding equity grants to senior management personnel, including the Executive.
“Incentive Plan” means the Liberty Latin America 2018 Incentive Plan, as may be amended from time to time, or a successor plan.
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“Notice of Termination” shall mean a written notice delivered by the Company or the Executive to the other party in accordance with Section 8.8 indicating the specific termination provision in this Agreement relied upon for termination of the Executive’s employment and the Date of Termination that sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.
“Parent Acceptance Notice” has the meaning specified in Section 7.5(c) of this Agreement.
“Permitted Transferee” means (i) the immediate family of the Executive or any trust for the direct or indirect benefit of the Executive or the immediate family of the Executive (for purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin), (ii) a significant beneficial owner of Class B Shares as of the Effective Date, and (iii) a Person listed on Schedule A. For purposes of clarification, a Person listed on Schedule A is a Permitted Transferee only if they are employed with a Company Entity through the time of the Transfer.
“Person” means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization or other entity or group.
“Prospective Transferee” means any Person to whom Executive proposes to make a Qualifying Transfer.
“Qualifying Transfer” shall mean a Transfer of Class B Shares corresponding to the Sign-on LILAB Award (other than a Transfer to a Permitted Transferee that enters into an agreement with the Parent to be bound by the terms of Section 7.5 of this Agreement as if such Person were the Executive; provided, that any and all subsequent Transfers by any Permitted Transferee to any Person (including, without limitation, to such Person’s Permitted Transferee), shall be subject to the right of first refusal set forth in Section 7.5 of this Agreement).
“ROFR Notice” has the meaning specified in Section 7.5(b) of this Agreement.
“Subject Shares” has the meaning specified in Section 7.5(b) of this Agreement.
“Target Price” has the meaning specified in Section 7.5(b) of this Agreement.
“Trading Day” means (a) with respect to Class A Shares, any day (i) other than a Saturday, a Sunday, a day on which Nasdaq (or, if the Class A Shares are not listed on Nasdaq at such date, the primary stock exchange on which the Class A Shares are traded) is not open for business and (ii) during which trading of the Class A Shares on Nasdaq (or, if the Class A Shares are not listed on Nasdaq at such date, the primary stock exchange on which the Class A Shares are traded) has not been suspended for more than 90 minutes.
“Transfer” by the Executive means directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Class B Shares corresponding to the Sign-on LILAB Award by such Person or of any interest (including any voting interest) in any Class B Shares corresponding to the Sign-on LILAB Award. “Transfer” does not include for purposes of this Agreement (i) transfers by the Executive pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Parent or (ii) a conversion of any Class B Shares corresponding to the Sign-on LILAB Award into Class A Shares of Parent pursuant to Parent’s Bye-laws.
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Section 1.2     Other Interpretive Provisions.
(a)Capitalized terms are used as defined in this Agreement, unless otherwise indicated.
(b)The name assigned to this Agreement and headings and captions of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Section of the Code shall be deemed to include any successor to such Section.
ARTICLE II
EMPLOYMENT & DUTIES
Section 2.1    Title and Location. The Company hereby employs the Executive, and the Executive agrees to serve the Parent as President and CEO of the Parent and as President and CEO of the Company, on the terms and conditions hereinafter set forth, with the location of employment to be principally in the Company’s Denver offices.
Section 2.2    Employment Term. The Executive’s employment by the Company pursuant to this Agreement will commence on the Effective Date and will continue through the fifth anniversary of the Effective Date (the “Initial Term”), unless terminated earlier pursuant to Article IV; provided, however, that the Employment Period will automatically be extended for a one-year period on the fifth anniversary of the Effective Date (and on each anniversary of the Effective Date thereafter) (each a “Renewal Term”), unless either Party provides the other Party with written notice at least 180 days prior to the fifth anniversary of the Effective Date (or 180 days prior to each anniversary of the Effective Date thereafter) of its intention not to further extend the Employment Period (the Initial Term and each subsequent Renewal Term, if any, shall constitute the “Term”). The Executive’s period of employment pursuant to this Agreement is the “Employment Period.”
Section 2.3    Duties; Other Interests.

(a)    Reporting. The Executive shall report directly and exclusively to the Board and its Executive Chairman. The Executive shall have all of the duties, power, authority and responsibilities customarily attendant to the position of President and CEO, including the supervision and responsibility for all operations and management of the Parent, the Company and their respective wholly owned or controlled subsidiaries. The Executive shall be the most senior executive (other than the Executive Chairman) having management responsibilities for the assets and day-to-day operations of the Parent. The Executive shall work under the lawful direction and control of the Board.

(b)    Duties. The Executive agrees to serve in the positions referred to in Section 2.1 and to perform diligently, faithfully and to the best of the Executive’s abilities the usual and customary duties and services appertaining to such positions, as well as such additional duties and services appropriate to such positions which the Parent, the Company and the Executive mutually may agree upon from time to time or which the Board may lawfully direct. The Executive’s employment shall also be subject to the policies maintained and established by the Parent and/or the Company that are of general applicability to the Parent’s and/or the Company’s employees, as such policies may be amended from time to time.
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(c)    Business Time. As provided in Section 6.1, the Executive shall during the Employment Period devote substantially all of the Executive’s business time and attention to the Executive’s duties and responsibilities for the Parent and the Company. Notwithstanding the foregoing, Executive may continue to engage in the activities set forth on Exhibit A.

(d)    Fiduciary Duties. The Executive acknowledges and agrees that the Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act in the best interests of the Parent and the Company and to do no act that would materially injure the business, interests, or reputation of the Parent and the Company or any of their affiliates. In keeping with these duties, the Executive shall make full disclosure to the Parent of all business opportunities pertaining to the Parent’s and the Company’s business and shall not appropriate for the Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.

(e)    Board of Directors of the Parent. The Parent agrees to nominate the Executive for a position on the Board during the Employment Period; actual membership on the Board is however dependent upon favorable stockholder vote in accordance with the laws of Bermuda.

ARTICLE III
COMPENSATION & BENEFITS
Section 3.1    Compensation.

(a)Base Salary. During the Employment Period, the Company shall pay the Executive a base salary (the “Base Salary”), to be paid on the same payroll cycle as other U.S.-based executive officers of the Company, at an annual rate of One Million Five Hundred Thousand Dollars ($1,500,000). Base Salary shall be adjusted for calendar year 2022 effective as of January 1, 2022, with the portion of the increase attributable to the period prior to the Effective Date to be paid in equal installments on each payroll date beginning on the first normal payroll date of the Company occurring after the Effective Date, or as soon as reasonably practicable thereafter, and ending on the last normal payroll date of the Company for the 2022 calendar year. The Base Salary will be reviewed annually and may be adjusted upward (but not downward) by the Compensation Committee in its discretion.
(b)Commitment Award. On the first normal payroll date of the Company occurring after the Effective Date, or as soon as practicable thereafter, the Company shall pay to the Executive an amount equal to Two Million Dollars ($2,000,000), consisting of a $750,000 lump sum cash payment and a One Million Two Hundred Fifty Thousand Dollar ($1,250,000) award of Class C Shares, with the number of shares to be issued being determined by dividing $1,250,000 by the five-day average closing price of Class C Shares from July 13, 2022 to July 19, 2022.
(c)Sign-on LILAB Award. Not later than seven (7) days after the Effective Date, the Company shall grant the Executive a one-time award with respect to Class B Shares during the Initial Term under the terms of the Incentive Plan (the “Sign-on LILAB Award”). The Sign-on LILAB Award shall consist of 625,000 Class B Shares divided into three installments: (i) 125,000 unrestricted Class B Shares (i.e., 20% of the Sign-on LILAB Award) vesting on July 28, 2022; (ii) an installment of performance share units with respect to 187,500 Class B Shares (i.e., 30% of the Sign-on LILAB Award) vesting, subject to performance, on March 15, 2023 (the “2023 LILAB PSUs”); and (iii) an installment of performance share units with respect to 312,500 Class B Shares (i.e., 50% of the Sign-on LILAB Award) vesting, subject to performance, on March 15, 2024 (the “2024 LILAB PSUs” and together with the 2023 LILAB PSUs, the “LILAB PSU Award”). Each of the 2023 LILAB PSUs and the 2024 LILAB PSUs shall be earned based on achievement of the performance metrics set forth in the award
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agreement substantially in the form attached hereto as Exhibit A-1 (the “LILAB Unrestricted Share Award and PSU Award Agreement”).
(d)Annual Bonus. For each calendar year ending during the Employment Period beginning with calendar year 2023, the Executive will be eligible to earn an “Annual Bonus,” provided the Executive remains employed with a Company Entity through the payment date for such Annual Bonus (except as otherwise provided herein). The Executive’s target Annual Bonus opportunity for calendar year 2023 is Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) and shall increase by Two Hundred Fifty Thousand Dollars ($250,000) each subsequent calendar year through 2026. The target Annual Bonus will be reviewed annually and may be adjusted upward (but not downward) by the Compensation Committee in its discretion. No portion of the Annual Bonus is guaranteed. The Annual Bonus shall be subject to the terms and conditions established by the Compensation Committee with respect to the Parent’s annual incentive program, including any recoupment provision, and shall be paid in the calendar year following the year of performance, but in no event later than March 15 of such following year. The Executive will have the right to participate in the Parent’s shareholding incentive plan (the “SHIP”) or other plan providing for payment of the Annual Bonus in the Parent’s common shares. If the Executive so participates, the Parent will issue Class A Shares and/or Class C Shares in payment of the Annual Bonus (and any premium shares earned under the SHIP) in the same proportion to the Parent’s outstanding Class A Shares and Class C Shares at the time and the portion of the Annual Bonus payable in shares shall be deemed granted under the Incentive Plan. The Annual Bonus for calendar year 2022 shall be determined in accordance with the provisions of Section 3.1(d) of the Prior Agreement.
(e)Annual Equity Awards. The Executive shall be granted annual equity awards under the terms of the Incentive Plan and the implementing award agreements in each calendar year during the Employment Period, conditioned upon the Executive being employed by a Company Entity on the applicable grant date (the “Annual Equity Grant”). For calendar year 2023, the Annual Equity Grant shall have a target equity value of Seven Million Two Hundred Fifty Thousand Dollars ($7,250,000) and each subsequent Annual Equity Grant through 2026 shall be increased by Two Hundred Fifty Thousand Dollars ($250,000) over the target equity value for the previous year’s Annual Equity Grant (the “Annual Grant Value”). The target Annual Grant Value will be reviewed annually and may be adjusted upward (but not downward) by the Compensation Committee in its sole discretion. The Annual Equity Grant may be granted in the form of performance-based restricted share units, share appreciation rights or other forms of equity awards or any other compensation settled in or based on equity of the Parent or that replaces the Parent’s Annual Equity Grant, in each case as determined by the Compensation Committee (with the presumption that 50% of the Annual Equity Grant will be in the form of performance share units and the other 50% will be in the form of share appreciation rights). The Annual Equity Grant shall be split between Class A Shares and Class C Shares on a 1:2 basis (or other weighting between performance-based restricted share units and share appreciation rights or other forms of equity, equity awards, modified split ratio or any other compensation settled in or based on equity of the Parent or that replaces the Parent’s Annual Equity Grant, in each case as determined by the Compensation Committee, and having the same value) and at the same time and on otherwise substantially the same terms and conditions as annual equity grants are made to the Parent’s other senior executive officers (except as set forth in this Agreement and pursuant to a grant award agreement in respect thereof to be established by the Parent). The Annual Equity Grant for calendar year 2022 shall be determined in accordance with the provisions of Section 3.1(e) of the Prior Agreement.
Section 3.2    Withholding. The Company and the Parent will have the right to withhold from payments otherwise due and owing to the Executive, including from payments in the form of Parent’s common shares as provided in any agreement entered into between Parent and the Executive, an amount sufficient to satisfy any federal, state, and/or local income and payroll
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taxes, any amount required to be deducted under any employee benefit plan in which the Executive participates or as required to satisfy any valid lien or court order.

Section 3.3    Employee Benefits. During the Employment Period, the Executive shall have the opportunity to participate in all U.S.-based employee benefit plans and arrangements sponsored or maintained by the Company for the benefit of its senior executive group based in Denver, CO, including without limitation, all group insurance plans (term life, medical and disability) and retirement plans, subject to the terms and conditions of such plans. The Executive shall be entitled to vacation leave that is consistent with the vacation policy for U.S.-based senior executive personnel in Denver, CO.

Section 3.4    Business Expenses. The Executive shall be reimbursed for all reasonable expenses incurred by the Executive in the discharge of the Executive’s duties, including without limitation, expenses for entertainment and travel, provided the Executive shall account for and substantiate all such expenses in accordance with the Parent’s written policies for its senior executive group.
Section 3.5    Airplane. The Executive agrees to execute and deliver an Aircraft Time Sharing Agreement with the Company and the Parent regarding use of an aircraft owned by any Company Entity, as may be in effect from time to time. During the Employment Period, subject to having executed an Aircraft Time Sharing Agreement, in addition to the other compensation payable under this Agreement, the Executive shall be eligible to use such aircraft, without reimbursement to the Company Entity, for up to one hundred (100) hours of personal use in each calendar year. In the event that the Executive exceeds this amount of personal use in the applicable calendar year, the Executive shall reimburse the applicable Company Entity for such personal use in accordance with the applicable policy regarding airplane usage and the Executive’s Aircraft Time Sharing Agreement with the Parent and the Company.
ARTICLE IV
TERMINATION
Section 4.1    Company’s Right to Terminate. The Company may terminate the Executive’s employment under this Agreement with or without Cause at any time by providing the Executive with a Notice of Termination, which in the case of a termination without Cause shall have an effective date not less than ten (10) business days after delivery of such Notice of Termination.
Section 4.2    The Executive’s Right to Terminate. The Executive may terminate the Executive’s employment under this Agreement for any reason whatsoever with or without Good Reason, by providing the Parent and the Company with a Notice of Termination, with an effective date not less than twenty (20) days after delivery of such Notice of Termination, unless such termination is effected with Good Reason, in which case the notice shall comply with the timing specified in the definition of Good Reason.
Section 4.3    Death; Disability. If not terminated earlier, the Executive’s employment under this Agreement shall terminate upon the date of the Executive’s death during the Employment Period or upon the date specified in a Notice of Termination upon the Executive’s Disability.
Section 4.4    Deemed Resignations. Unless otherwise agreed by the Parent and the Company in writing prior to the termination of the Executive’s employment, any termination of the Executive’s employment will constitute an automatic resignation of the Executive as an officer, board member or any other position with the Parent, the Company or any of their
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affiliates. The Executive agrees to execute and all documents reasonably requested by the Parent in connection therewith.
ARTICLE V
EFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION
Section 5.1    Effect of Termination of Employment on Compensation.
(a)Benefit Obligation and Accrued Obligation Defined. For purposes of this Agreement, payment of the “Benefit Obligation” shall mean payment by the Company to the Executive (or the Executive’s designated beneficiary or legal representative, as applicable), in accordance with the terms of this Agreement or the applicable plan document, of all vested benefits to which is entitled under the terms of the employee benefit plans and compensation arrangements in which the Executive is a participant as of the Date of Termination. “Accrued Obligation” means the sum of (1) the Executive’s Base Salary through the Date of Termination and (2) any incurred but unreimbursed expenses for which the Executive is entitled to reimbursement in accordance with Company policies, in each case, to the extent not theretofore paid.
(b)Termination by the Company without Cause; Termination by the Executive with Good Reason. Subject to Section 5.1(e), if, during the Employment Period, the Executive’s employment is terminated involuntarily by the Company without Cause or voluntarily by the Executive with Good Reason, the Company shall pay or provide to the Executive (or the Executive’s guardian, if applicable):
(i)    The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law;
(ii)    The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements;
(iii)    A pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives;
(iv)    Severance equal to two (2) times (A) an amount equal to the average of the annualized Base Salary the Executive was earning in the calendar year of the termination of employment and the Base Salary paid for the immediately preceding calendar year and (B) an amount equal to the average of the annualized Annual Bonus for the year in which the Date of Termination occurs, payable under Section 5.1(b)(iii) and the Annual Bonus paid or payable to the Executive for the immediately preceding calendar year (regardless of when the Annual Bonus is actually paid), such severance amount which shall be paid in equal installments over a twenty-four- (24-) month period commencing on the sixtieth (60th) day following the Date of Termination in accordance with the Company's standard payroll cycle;
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(v)    During the period beginning on the Date of Termination and ending on the earlier of (A) the date that is eighteen (18) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer, the Executive and the Executive’s spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination at a cost to the Executive no greater than that of active senior executive employees of the Company;
(vi)    Vesting of all non-performance-based equity awards held by the Executive shall be accelerated and such awards shall be settled, and, in the case of share appreciation rights and share options, remain outstanding and exercisable for the remainder of their terms;
(vii)    Vesting of all performance-based equity awards granted as part of any Annual Equity Grant pursuant to Section 3.1(e) shall be accelerated and based upon actual performance through the Date of Termination, as certified by the Compensation Committee. The earned performance-based equity awards granted as part of any Annual Equity Grant, if any, shall be paid no later than March 15 of the year following the year in which the Date of Termination occurs.
(viii)    If the Annual Equity Grant for the year in which the Date of Termination occurs has not yet been granted by the Compensation Committee, the Executive shall be entitled to a lump sum cash payment equal to 50% of the target Annual Equity Grant value for the year of termination or, if the target Annual Equity Grant value has not been determined for such year, the target Annual Equity Grant value for the year immediately preceding the Date of Termination; and
(ix)    Vesting of any outstanding and unvested Sign-on LILAB Award shall be accelerated in full based upon actual performance as of the Date of Termination, as certified by the Compensation Committee as soon as practicable following the Date of Termination; provided, however, that the Parent may, in the sole discretion of the Compensation Committee, determine to exchange the Class B Shares issued as a result of the vesting of the Sign-on LILAB Award, including the unrestricted Class B Shares that vest on July 28, 2022, for (A) Class A Shares on a 1:1 basis and (B) a number of Class C Shares with a value equal to One Million Dollars ($1,000,000), with the number of Class C Shares to be issued being determined by dividing $1,000,000 by the average closing price of Class C Shares for the five trading days immediately following the Date of Termination.
(c)    Death; Disability. Subject to Section 5.1(e), if, during the Employment Period, the Executive’s employment is terminated due to the Executive’s death or Disability, the Company shall pay or provide to the Executive or to the Executive’s estate if the Executive has died:
(i)    The Accrued Obligation within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law;
(ii)    The Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements;
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(iii)    A pro-rated Annual Bonus for the year in which the Date of Termination occurs based on actual performance results as determined by the Compensation Committee, multiplied by a fraction, the numerator of which shall be the number of days of the Executive’s actual employment in the year in which the Date of Termination occurs and the denominator of which shall be the total number of days in the year in which the Date of Termination occurs, which amount shall be paid at the time that bonuses for such year are otherwise paid to the Company’s active executives;
(iv)    Vesting of all non-performance-based equity awards held by the Executive shall be accelerated and such awards shall be settled, and, in the case of share appreciation rights and share options, remain outstanding, for the remainder of their terms;
(v)    Vesting of any outstanding and unvested Sign-on LILAB Award shall be accelerated in full based upon actual performance as of the Date of Termination, as certified by the Compensation Committee as soon as practicable following the Date of Termination; provided, however, that the Parent may, in the sole discretion of the Compensation Committee, require the Executive or the Executive’s estate to exchange the Class B Shares issued as a result of the vesting of the Sign-on LILAB Award, including the unrestricted Class B Shares that vest on July 28, 2022, for (A) Class A Shares on a 1:1 basis and (B) a number of Class C Shares with a value equal to One Million Dollars ($1,000,000), with the number of Class C Shares to be issued being determined by dividing $1,000,000 by the average closing price of Class C Shares for the five trading days immediately following the Date of Termination;
(vi)    If the Executive’s death or termination due to Disability occurs during the Employment Period and prior to the last day of the performance period for any performance share unit awards (or other performance-based awards) granted as part of an Annual Equity Grant, then the Executive shall be entitled to pro-rated vesting of such awards, based upon (1) (A) target performance if the Executive’s death or Disability occurs during the first year of the performance period for the applicable performance-based award or (B) actual performance if the Executive’s death or Disability occurs after the first year of the performance period for the applicable performance based award, and (2) the number of days during the applicable performance period that the Executive was employed by the Company divided by the total number of days in such performance period. The achievement of the pre-determined metrics for the performance share units (or other awards) granted as part of any Annual Equity Grant will be determined by the Compensation Committee at the end of the year during which the Executive ceased providing services and the earned performance share units (or other awards) granted as part of any Annual Equity Grant or otherwise, after proration as described in the prior sentence, shall be paid no later than March 15 of the year following the year during which the Executive ceased providing services; and
(vii)    If the Executive’s death occurs during the Employment Period, the Executive’s spouse and eligible dependents shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination during the period beginning on the Date of Termination and ending on the date that is eighteen (18) months after the Date of Termination. If the Executive’s termination due to Disability occurs during the Employment Period, the Executive and the
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Executive’s spouse and eligible dependents, as the case may be, shall be entitled to continue participation in all welfare benefit plans, practices, policies and programs in which the Executive and the Executive’s spouse and eligible dependents participate in immediately prior to the Date of Termination during the period beginning on the Date of Termination and ending on the earlier of (A) the date that is eighteen (18) months after the Date of Termination or (B) such date that the Executive obtains similar coverage from a subsequent employer.
(d)    Change in Control. If the Executive’s employment is terminated other than for Cause or for Good Reason within thirteen (13) months following a Change in Control, then (i) vesting of the Executive’s unvested equity awards shall be accelerated, with vesting of the Sign-on LILAB Award occurring as described in Section 5.1(b)(ix) and with vesting of all other of the Executive’s performance-based equity awards to be based upon the greater of (A) the target performance level for such award or (B) actual performance through the Date of Termination, as certified by the Compensation Committee; and (ii) the severance payment pursuant to Section 5.1(b)(iv) shall be a lump sum cash payment. For the purposes of this Agreement, “Change in Control” shall mean (A) an Approved Transaction; (B) a Control Purchase; or (C) a Board Change, each as defined in the Incentive Plan as in effect on the date hereof. For purposes of clarification, an Approved Transaction under the Incentive Plan would include a going private transaction within the meaning of Rule 13e-3 of the Exchange Act (as defined in the Incentive Plan), including a going private transaction with affiliated entities or with insiders. Notwithstanding the foregoing, a Change in Control will not accelerate the payment of any “deferred compensation” (as defined under Section 409A) unless the Change in Control also qualifies as a change in control under Treasury Regulation 1.409A-3(i)(5).
(e)    Other Terminations. If, during the Employment Period, the Executive’s employment is terminated for any reason other than those specified in Section 5.1(b) or 5.1(c), the Executive shall be entitled only to the Accrued Obligation, payable within thirty (30) days following the Date of Termination or such earlier date as may be required by applicable law, and the Benefit Obligation, payable or due at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements, and the Executive shall not be entitled to any other amounts under this Agreement. In addition, if the Executive’s employment is terminated for any reason other than those specified in Section 5.1(b) or 5.1(c) during the Employment Period, the Parent may, in the sole discretion of the Compensation Committee, require the Executive or the Executive’s estate to exchange the Class B Shares issued as a result of the vesting of the Sign-on LILAB Award, including the unrestricted Class B Shares that vest on July 28, 2022, for Class A Shares on a 1:1 basis; provided, however, that the Executive shall not be required to exchange any Class B Shares issued as a result of the vesting of the Sign-on LILAB Award if his employment is terminated due to the expiration of the Initial Term either because the Executive has elected not to remain the President and Chief Executive Officer of the Parent and the Company following the expiration of the Initial Term or the Parent and/or the Company has elected not to renew the Agreement.

(f)    Release of Claims. Notwithstanding any provision herein to the contrary, if the Executive has not delivered to the Company an executed release, substantially in the form attached as Exhibit B (the “Release”), which shall effectuate a full and complete release of claims against the Company and its affiliates, officers and directors and acknowledge the applicability of continuing covenants under this Agreement, on or before the fiftieth (50th) day after the Date of Termination, or if the Executive revokes such executed Release prior to the sixtieth (60th) day after the Date of Termination, the Executive (or the Executive’s estate or guardian, as applicable) shall forfeit all of the payments and benefits described in Sections 5.1(b)(iii) through (vi) and Section 5.1(c)(iii) through (v).
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ARTICLE VI
RESTRICTIVE COVENANTS
Section 6.1    Exclusive Services. Except as permitted in accordance with Section 2.3(c), the Executive shall during the Employment Period, except during vacation periods, periods of illness and the like, devote substantially all of the Executive’s business time and attention to the Executive’s duties and responsibilities for the Parent and the Company. During the Executive’s employment with any Company Entity, the Executive shall not engage in any other business activity that would materially interfere with the Executive’s responsibilities or the performance of the Executive’s duties under this Agreement, provided that, (i) with the consent of the Chairman of the Board, the Executive may sit on the boards of directors of other entities (and earn compensation relating to such service as a director); (ii) with prior disclosure to the Parent’s General Counsel, the Executive may engage in civic and charitable activities and (iii) the Executive may manage personal investments and affairs, in each case so long as such other activities do not materially interfere with the performance of the Executive’s duties hereunder. If the Executive serves on the board of directors or advisory board or similar body of any entity at the direction of the Parent or the Company, any compensation of the Executive for such service shall be paid to a Company Entity unless otherwise determined by the Board.
Section 6.2    Non-Solicitation, Non-Interference and Non-Competition. As a means to protect the Company Entities’ legitimate business interests including protection of the “Confidential Information” (as defined in Section 6.3(c)) of any Company Entity (the Executive hereby agreeing and acknowledging that the activities prohibited by this Article VI would necessarily involve the use of Confidential Information), during the “Restricted Period” (as defined below), the Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity:
(a)    solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six (6) months was employed by) any Company Entity or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to any Company Entity. This includes, without limitation, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for any Company Entity; or

(b)    (x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of any Company Entity during the Employment Period to discontinue such person’s or entity’s business relationship with the Company Entity; or (y) discourage any prospective customer, producer, advertiser, distributor or supplier of any Company Entity from becoming a customer, producer, advertiser, distributor or supplier of the Company Entity; or
(c)    hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreement, a “Competitive Business” shall be any entity that directly or through subsidiaries in which it has a controlling interest operates a cable, satellite or broadband communications system or provides telephone, cellular or other mobile communication services that is in direct competition with the Parent or the Company.
(d)    The “Restricted Period” shall begin on the Effective Date and shall expire on the second anniversary of the Executive’s termination of employment with all Company Entities.
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(e)    Notwithstanding Section 6.2(c) or Section 6.2(d) above, the Executive may own, directly or indirectly, an aggregate of not more than 5% of the outstanding shares or other equity interest in any entity that engages in a Competitive Business, so long as such ownership therein is solely as a passive investor and does not include the performance of any services (as director, employee, consultant, advisor or otherwise) to such entity.
Section 6.3    Confidential Information.
(a)    No Disclosure. The Executive shall not, at any time (whether during or after the Employment Period) (x) retain or use for the benefit, purposes or account of himself or any other person or entity, or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any person or entity outside any Company Entity (other than the Parent, its shareholders, directors, officers, managers, employees, agents, counsel, investment advisers or representatives in the normal course of the performance of their duties), any non-public, proprietary or confidential information (including trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approval) concerning the past, current or future business, activities and operations of any Company Entities and/or any third party that has disclosed or provided any of same to any Company Entity on a confidential basis (“Confidential Information”) without the prior authorization of the Board. Confidential Information shall not include any information that is (A) generally known to the industry or the public other than as a result of the Executive’s breach of this Agreement; (B) is or was available to the Executive on a non-confidential basis prior to its disclosure to the Executive by any Company Entity, or (C) made available to the Executive by a third party who, to the best of the Executive’s knowledge, is or was not bound by a confidentiality agreement with (or other confidentiality obligation to) any Company Entity or another person or entity. The Executive shall handle Confidential Information in accordance with the applicable federal securities laws.
(b)    Permitted Disclosures. Notwithstanding the provisions of the immediately preceding clause (i), nothing in this Agreement shall preclude the Executive from (x) using any Confidential Information in any manner reasonably connected to the conduct of the business of any Company Entity; or (y) disclosing the Confidential Information to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which the Executive is subject). Nothing contained herein shall prevent the use in any formal dispute resolution proceeding (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim, charge or other dispute by or against any Company Entity or the Executive. Notwithstanding the foregoing, nothing in this Agreement prohibits or restricts the Executive from reporting possible violations of law to any governmental authority or making other disclosures that are protected under whistleblower provisions of applicable law, and the Parties acknowledge and agree that the Executive does not need the prior authorization of any Company Entity to make any such reports or disclosures and the Executive is not required to notify any Company Entity that the Executive has made such reports or disclosures. However, to the maximum extent permitted by law, the Executive agrees that if such an administrative claim is made, the Executive shall not be entitled to recover any individual monetary relief or other individual remedies from any Company Entity; provided, however, that nothing herein limits the Executive’s right to receive an award for information provided to any federal, state or local government agency.
(c)    Return All Materials. Upon termination of the Executive’s employment for any reason, the Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including any patent, invention, copyright, trade secret,
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trademark, trade name, logo, domain name or other source indicator) owned or used by any Company Entity, (y) immediately destroy, delete, or return to the Parent (at the Parent’s option) all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Executive’s possession or control (including any of the foregoing stored or located in the Executive’s office, home, smartphone, laptop or other computer, whether or not such computer is property of any Company Entity) that contain Confidential Information or otherwise relate to the business of any Company Entity, except that the Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Parent regarding the delivery or destruction of any other Confidential Information of which the Executive is or becomes aware; provided that nothing in this Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to personal benefits, entitlements and obligations; documents relating to personal tax obligations; desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Parent.
Section 6.4    Reasonableness of Covenants. The Executive acknowledges and agrees that the services to be provided by the Executive under this Agreement are of a special, unique and extraordinary nature. The Executive further acknowledges and agrees that the restrictions contained in this Article VI are necessary to prevent the use and disclosure of Confidential Information and to protect other legitimate business interests of the Company Entities. The Executive acknowledges that all of the restrictions in this Article VI are reasonable in all respects, including duration, territory and scope of activity. The Executive agrees that the restrictions contained in this Article VI shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between the Executive and any Company Entity. The Executive agrees that the existence of any claim or cause of action by the Executive against any Company Entity, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Parent or the Company of the covenants and restrictions in this Article VI. The Executive agrees that the restrictive covenants contained in this Article VI are a material part of the Executive’s obligations under this Agreement for which the Parent and the Company have agreed to compensate the Executive as provided in this Agreement. The Restricted Period referenced above shall be tolled on a day-for-day basis for each day during which the Executive violates the provisions of the subparagraphs above in any respect, so that the Executive is restricted from engaging in the activities prohibited by the subparagraphs for the full period.
Section 6.5    Works Made for Hire.
(a)    General. The Executive recognizes and agrees that all original works of authorship, and all inventions, discoveries, improvements and other results of creative thinking or discovery by the Executive during the Employment Period, whether the result of individual efforts or in acts in concert with others, arising in the scope of the Executive’s employment, utilizing in any way any of the Confidential Information or property of any Company Entity, or otherwise relating to the business of any Company Entity, are and shall be “works made for hire” within the meaning of the United States copyright laws, to the extent applicable thereto, and in all events shall be the sole and exclusive property of a Company Entity (collectively, the “Created Works”). Without limiting the generality of the foregoing, the Created Works shall include all computer software, written materials, business processes, compilations, programs, improvements, inventions, notes, copyrightable works made, fixed, conceived, or acquired by the Executive in the scope of the Executive’s employment, utilizing in any way any of the Confidential Information, or otherwise relating to the business of any Company Entity. No part of the definition of Created Works is intended to exclude the Created Works from being included among the items constituting Confidential Information.
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(b)    Assignment of Created Works. The Executive hereby fully assigns to the Parent or its designee all of the Executive’s right, title and interest in and to the Created Works and all aspects thereof, including without limitation all rights to renewals, extensions, causes of action, reproduce, prepare derivative works, distribute, display, perform, transfer, make, use and sell. The Executive will, from time to time during the Employment Period and thereafter, and at any time upon the request of the Parent or its designee, execute and deliver any documents, agreements, certificates or other instruments affirming, giving effect to or otherwise perfecting the Parent’s or its designee’s rights in the Created Works and will provide such cooperation as the Parent or its designee shall reasonably request in connection with the protection, exploitation or perfection of its rights therein anywhere in the world.
(c)    Power of Attorney. If the Parent or its designee is unable, after reasonable effort, to secure the Executive’s signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to a Created Work, whether because of the Executive’s physical or mental incapacity or for any other reason whatsoever, the Executive hereby irrevocably designates and appoints the Parent and its duly authorized designees, officers and agents as the Executive’s agent and attorney-in-fact, to act for and in the Executive’s behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by the Executive.
(d)    Disclosure of Created Works. The Executive will promptly and without reservation fully disclose any Created Works to the Parent or its designee both during the Employment Period and thereafter.
Section 6.6    Intangible Property. The Executive will not at any time during or after the Employment Period have or claim any right, title or interest in any trade name, trademark, or copyright belonging to or used by any Company Entity, it being the intention of the Parties that the Executive shall, and hereby does, recognize that the Company Entities now have and shall hereafter have and retain the sole and exclusive rights in any and all such trade names, trademarks and copyrights. The Executive shall cooperate fully with any Company Entity during the Employment Period and thereafter in the securing of trade name, patent, trademark or copyright protection or other similar rights in the United States and in foreign countries and shall give evidence and testimony and execute and deliver to the Company Entity all papers reasonably requested by it in connection therewith; provided, however that the Company shall reimburse the Executive for reasonable expenses related thereto.
ARTICLE VII
OTHER COVENANTS
Section 7.1    409A Limitations. To the extent that any payment to the Executive constitutes a “deferral of compensation” subject to Section 409A of the Code (a “409A Payment”), and such payment is triggered by the Executive’s termination of employment for any reason other than death, then such 409A Payment shall not commence unless and until the Executive has experienced a “separation from service,” as defined in Treasury Regulation 1.409A-1(h) (“Separation from Service”). Furthermore, if on the date of the Executive’s Separation from Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-1(h), as determined from time to time by the Company, then such 409A Payment shall be made to the Executive on the earlier of (i) the date that is six (6) months after the Executive’s Separation from Service; or (ii) the date of the Executive’s death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one (1) lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is
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earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Agreement. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder. Accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith or exempt therefrom. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “paid within sixty (60) days”) following the Executive’s termination of employment, such payment shall commence following the Executive’s Separation from Service and the actual date of payment within the specified period shall be within the sole discretion of the Company. With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under the Company’s policies, other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to Section 409A of the Code, each of the following shall apply: (x) no reimbursement of expenses incurred by the Executive during any taxable year shall be made after the last day of the following taxable year of the Executive; (y) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, to the Executive in any other taxable year; and (z) the right to reimbursement of such expenses or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
Section 7.2    280G Matters.
(a)    Gross-Up Waiver. The Executive hereby waives all rights to any additional payments intended to make the Executive whole for any taxes relating to “parachute payments” (as defined in Section 280G of the Code), including without limitation excise taxes imposed by Section 4999 of the Code and any related federal, state or local taxes (including without limitation any interest or penalties imposed with respect to such taxes) under any plans, agreements or arrangements, including the Grant Award Agreements by and between the Executive and the Parent and/or the Company.
(b)    Potential Reduction in Payments. The following shall apply with respect to all plans, agreements and arrangements applicable to the Executive and shall supersede any provisions in such plans, agreements or arrangements relating to the reduction of payments or benefits in connection with Section 280G and Section 4999 of the Code.
(i)    Notwithstanding any provision of this Agreement, if any portion of the payments or benefits under this Agreement, or under any other agreement with the Executive or plan of the Company or its affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” and would, but for this Section 7.2, result in the imposition on the Executive of an excise tax under Section 4999 of the Code (the “Excise Tax”), then the Total Payments to be made to the Executive shall either be (i) delivered in full, or (ii) delivered in such reduced amount in the manner determined in accordance with Section 7.2(b)(ii) so that no portion of such Total Payments would be subject to the Excise Tax, whichever of the foregoing clauses (i) or (ii) results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the applicable federal, state and local income taxes and the Excise Tax). The determinations with respect to this Section 7.2(b) shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Parent or the Company for purposes of making the applicable determinations hereunder.
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(ii)    If the Auditor determines that payments or benefits included in the Total Payments shall be reduced or eliminated, such reduction or elimination shall be accomplished by applying the following principles, in order: (1) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (3) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409А of the Code, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).
(iii)    It is possible that after the determinations and selections made pursuant to this Section 7.2, the Executive will receive Total Payments that are, in the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company (or the Parent), together with interest on such amount at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined by the Auditor upon request by a Party that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 7.2 not been applied until the date of such payment.
(iv)    The Company agrees that, in connection with making determinations under this Section 7.2, it shall instruct the Auditor to take into account the value of any reasonable compensation for services to be rendered by the Executive in connection with making determinations with respect to Section 280G and/or Section 4999 of the Code, including the non-competition provisions applicable to the Executive under Article VI of this Agreement and any other non-competition provisions that may apply to the Executive, and the Company and the Parent agree to fully cooperate in the valuation of any such services, including any non-competition provisions.
Section 7.3    Legal Fees. The Company agrees to pay as incurred (within thirty (30) business days following the Company’s receipt of an invoice from counsel), all reasonable legal fees and expenses that the Executive incurs in connection with the negotiation and execution of this Agreement, but only up to a maximum amount of $50,000.
Section 7.4    Directors’ and Officers’ Insurance; Indemnification. A directors’ and officers’ liability insurance policy (or policies) shall be kept in place, during the Employment Period and thereafter for the duration of any period in which a civil, equitable, criminal or administrative proceeding may be brought against the Executive, providing coverage to the Executive that is no less favorable to the Executive in any respect (including with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided with respect to periods after the Effective Date to any other present or former senior executive or director of the Parent or the Company. The Company shall indemnify the Executive to the fullest extent permitted by applicable law in the event that the
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Executive was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that the Executive is or was a director, officer, employee or agent of the Company or any of its affiliates. Expenses incurred by the Executive in defending any such claim, action, suit or proceeding shall accordingly be paid by the Company, to the fullest extent permitted by applicable law, in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the Executive to repay such amount if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company as authorized in this Section 7.4.
Section 7.5    Right of First Refusal.

(a)    Executive will not effect a Qualifying Transfer of any of the 625,000 Class B Shares corresponding to the Sign-on LILAB Award without first complying with this Section 7.5.
(b)    Prior to the Executive Transferring any Class B Shares corresponding to the Sign-on LILAB Award in a Qualifying Transfer, he must provide written notice to the Parent (a “ROFR Notice”) of his intention to engage in a Qualifying Transfer not later than 20 days prior to the consummation of such proposed Qualifying Transfer. Such ROFR Notice will specify (i) the number of Class B Shares corresponding to the Sign-on LILAB Award proposed to be Transferred in the Qualifying Transfer (the “Subject Shares”), (ii) the price per share, denominated as a U.S. dollar amount per share (the “Target Price”), (iii) the identity of the Prospective Transferee and number of Class A Shares, Class B Shares and Class C Shares, each of the Parent, owned by the Prospective Transferee, and (iv) the intended date of the Qualifying Transfer. The ROFR Notice will constitute a binding, irrevocable offer to sell the Subject Shares to the Parent at a price per share equal to the Target Price.
(c)    The Parent may accept the offer to purchase the Subject Shares by delivering to the Executive a written notice of acceptance (a “Parent Acceptance Notice”) not later than 15 days after receipt by the Parent of the ROFR Notice agreeing to purchase all, but not less than all, of the Subject Shares, at the option of the Parent (i) at a cash price per share equal to the Target Price, or (ii) by delivering Class A Shares of the Parent as described below. If the Parent intends to purchase some, but not all Subject Shares by delivery of Class A Shares, the notice shall specify the number of Subject Shares to be purchased for cash and the number of Class B Shares to be purchased by delivering Class A Shares.
(d)    If the Parent elects to purchase any Subject Shares by delivering Class A Shares, the consideration to be received by Executive for such Subject Shares will consist of Class A Shares that (x) are to be delivered free and clear of all liens and restrictions (other than applicable securities laws) and (y) are actively traded on a national securities exchange. The Class A Shares to be delivered will be valued on a per share basis at the volume-weighted average price of the Rule 10b-18 eligible trades of such shares (without regard to pre-open or after hours trading outside of regular trading sessions) for the period of five consecutive Trading Days ending on the second Trading Day preceding the date of delivery of the Parent Acceptance Notice.
(e)    A duly completed and delivered Parent Acceptance Notice shall constitute a binding irrevocable agreement by the Parent to purchase the Subject Shares at the Target Price as provided in this Section 7.5. If a Parent Acceptance Notice meeting the requirements specified above is not delivered within the specified period, then the Parent will be deemed to have waived its rights to purchase the Subject Shares in the proposed Qualified Transfer described in the ROFR Notice meeting the other terms and conditions of this Section 7.5.
(f)    Upon delivery of a Parent Acceptance Notice meeting the requirements specified above within the specified period, Executive will be obligated to sell, and the Parent will be
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obligated to buy, all of the Subject Shares at the Target Price. The closing of such purchase and sale shall occur at such time and place as the parties thereto may agree, but in any event no later than the 15th day after the Parent Acceptance Notice is received by the Executive (or, if such day is not a trading day, then the first trading day thereafter). The purchase and sale will be without representation or warranty, except that each party to the transaction will represent and warrant that it has all requisite power and authority to enter into the transactions, and Executive will represent and warrant that it is transferring valid title to the Subject Shares and the Subject Shares are being transferred free and clear of any lien or restriction other than applicable securities laws or those created by the Sign-on LILAB Award.
(g)    If the Parent waives or is deemed to deemed to have waived its rights to purchase the Subject Shares in the proposed Qualified Transfer set forth in the ROFR Notice, then the Executive will be free to effect the proposed Qualifying Transfer to the Prospective Transferee during the period of 90 days following the date of such waiver or deemed waiver, so long as the price per share to be paid by such Prospective Transferee in the Qualifying Transfer (which must be cash payable in U.S. dollars) to be delivered by, the Prospective Transferee is equal to or greater than the Target Price.
ARTICLE VIII
MISCELLANEOUS
Section 8.1    Waiver or Modification. Any waiver by either Party of a breach of any provision of this Agreement shall not operate as, or to be, construed to be a waiver of any other breach of such provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Neither this Agreement nor any part of it may be waived, changed or terminated orally, and any waiver, amendment or modification must be in writing and signed by each of the Parties.
Section 8.2    Successors and Assigns. The rights and obligations of the Company under this Agreement shall be binding on and inure to the benefit of the Company, its successors and permitted assigns. The rights and obligations of the Executive under this Agreement shall be binding on and inure to the benefit of the heirs and legal representatives of the Executive. The Company may assign this Agreement to a successor in interest, including the purchaser of all or substantially all of the assets of the Company, provided that the Company shall remain liable hereunder unless the assignee purchased all or substantially all of the assets of the Company. The Executive may not assign any of the Executive’s duties under this Agreement.
Section 8.3    Mitigation/Offset. The Executive shall be under no obligation to seek other employment or to otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts or benefits due to the Executive under this Agreement or otherwise on account of any claim the Company or its affiliates may have against the Executive or any remuneration or other benefit earned or received by the Executive after such termination.
Section 8.4    Counterparts. This Agreement may be executed in any number of counterparts (including by means of facsimile, “PDF” scanned image or other electronic means), each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument; and all signatures need not appear on any one counterpart.
Section 8.5    Governing Law; Dispute Resolution. This Agreement will be governed and construed and enforced in accordance with the laws of the State of Colorado, without regard
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to its conflicts of law rules, which might result in the application of laws of any other jurisdiction. Any dispute, controversy or claim, whether based on contract, tort or statute, between the Parties arising out of or relating to or in connection with this Agreement, or in any amendment, modification hereof (including, without limitation, any dispute, controversy or claim as to the validity, interpretation, enforceability or breach of this Agreement or any amendment or modification hereof) will be resolved in the state or federal courts located in the State of Colorado. The parties acknowledge that venue in such courts is proper and that those courts possess personal jurisdiction over them, to which the Parties’ consent. It is agreed that service of process may be effectuated pursuant to Section 8.8 of this Agreement.
Section 8.6    Entire Agreement. This Agreement (together with the Grant Award Agreements with respect to equity awards) contains the entire understanding of the Parties relating to the subject matter of this Agreement and supersedes all other prior written or oral agreements, understandings or arrangements regarding the subject matter hereof, including the Prior Agreement, with the exception of Sections 3.1(d) and 3.1(e) of the Prior Agreement which remain in effect through the relevant payment dates in respect thereof. The Parties each acknowledge that, in entering into this Agreement, such Party does not rely on any statements or representations not contained in this Agreement or in the Grant Award Agreements.
Section 8.7    Severability. Any term or provision of this Agreement which is determined to be invalid or unenforceable by any court of competent jurisdiction in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction and such invalid or unenforceable provision shall be modified by such court so that it is enforceable to the extent permitted by applicable law.
Section 8.8    Notices. Except as otherwise specifically provided in this Agreement, all notices and other communications required or permitted to be given under this Agreement shall be in writing and delivery thereof shall be deemed to have been made (i) three (3) business days following the date when such notice shall have been deposited in first class mail, postage prepaid, return receipt requested, or any comparable or superior postal or air courier service then in effect, (ii) on the date transmitted by hand delivery to the Party entitled to receive the same or (iii) the date specified in a confirmation of transmission or receipt showing that such notice was sent to the appropriate e-mail address if sent by e-mail, at the address indicated below or at such other address as such Party shall have specified by written notice to the other Parties given in accordance with this Section 8.8:
If to the Parent:
Liberty Latin America Ltd.
Attn: General Counsel
1550 Wewatta Street, Suite 710
Denver, CO 80202
Tel: 303-220-6600
If to the Company:
Liberty Latin America Ltd.
Attn: General Counsel
1550 Wewatta Street, Suite 710
Denver, CO 80202
Tel: 303-220-6600
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LiLAC Communications Inc.
Attn: General Counsel
1550 Wewatta Street, Suite 710
Denver, CO 80202
Tel: 303-220-6600
If to the Executive:    At the address and e-mail address then on file with the Company.
Section 8.9    No Third Party Beneficiaries. Except as provided in Section 5.1(c) in the event of the Executive’s death or Disability, this Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.
Section 8.10    Survival. The covenants, agreements, representations and warranties contained in this Agreement shall survive the termination of the Employment Period and the Executive’s termination of employment with the Company for any reason.
[Remainder of page blank; Signature page follows]
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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the Parties as of the first date written above, but effective as of the Effective Date.
LIBERTY LATIN AMERICA LTD


By: /s/ John M. Winter            
Name:    John M. Winter
Title:    Senior Vice President


LILAC COMMUNICATIONS INC.


By: /s/ John M. Winter            
Name:    John M. Winter
Title:    Senior Vice President


EXECUTIVE


/s/ Balan Nair                    
Balan Nair

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EXHIBIT A
PERMITTED ACTIVITIES
1.    Continued service on the Board of Directors of Charter Communications, and any board committees.
2.    Continued service on the Board of Directors of Adtran, Inc. and any board committees.
3.    Such other Board and committee positions as reasonably agreed to by the Board from time to time.

    

List of Omitted Schedules and Exhibits
The following schedules and exhibits to the Amended and Restated Employment Agreement, made and effective as of July 28, 2022, by and among Liberty Latin America Ltd., LiLAC Communications Inc. and Balan Nair have not been provided herein:
Schedule A: Permitted Transferees
Exhibit A-1: 2022 Unrestricted Share Award and Performance Share Unit Award Agreement
Exhibit B: Waiver and Release Agreement
The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.
    

Exhibit 10.2

LILA Class B
CEO

LIBERTY LATIN AMERICA
2018 INCENTIVE PLAN
(Amended and Restated effective May 12, 2021)

2022 UNRESTRICTED SHARE AWARD AND PERFORMANCE SHARE UNIT AWARD AGREEMENT
THIS 2022 UNRESTRICTED SHARE AWARD AND PERFORMANCE SHARE UNIT AWARD AGREEMENT (“Agreement”) is made as of July 28, 2022 by and between LIBERTY LATIN AMERICA LTD., an exempted Bermuda company limited by shares (the “Company”), and Balan Nair (the “Grantee”).
RECITALS
The Company has adopted the Liberty Latin America 2018 Incentive Plan (Amended and Restated effective May 12, 2021) (the “Plan”), which by this reference is made a part hereof, for the benefit of eligible employees of the Company and its Subsidiaries. Pursuant to Article 3 of the Plan the Company’s Board of Directors (the “Board”) appointed the Compensation Committee of the Board (the “Committee”) to administer the Plan. Capitalized terms used and not otherwise defined herein will have the meaning given thereto in the Plan. To review the Plan, please log into Shareworks by Morgan Stanley and visit the Documents tab.
In satisfaction of the Sign-on LILAB Award referenced in subparagraph 3.1(c) of the Employment Agreement, the Committee hereby awards 125,000 Class B Shares (the “LILAB Unrestricted Share Award”) and 500,000 Class B Shares as performance-based restricted share units (the “LILAB PSU Award”) to the Grantee effective as of July 28, 2022 (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.
AGREEMENT
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.
“Approved Transaction” has the meaning specified in the Plan. For purposes of clarification, an Approved Transaction under the Plan would include a going private transaction within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, as amended, including a going private transaction with affiliated entities or with insiders.




“Board” has the meaning specified in the Recitals to this Agreement.
“Cause” has the meaning specified under Section 1.1 of the Employment Agreement.
“Class A Share” means a Class A Common Share of the Company, par value $0.01 per share.
“Class B Share” AND “LILAB” means a Class B Common Share of the Company, par value $0.01 per share.
“Class C Share” AND “LILAK” means a Class C Common Share of the Company, par value $0.01 per share.
“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.
“Commitment Award” has the meaning specified under Subsection 3.1(b) of the Employment Agreement.
“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 Performance Share Units” means the number of Performance Share Units earned with respect to a Performance Period pursuant to this Award if and when the Committee certifies that the applicable Performance Metric has been met pursuant to Section 3, subject to forfeiture or acceleration during the Service Period in accordance with Section 4,Section 5, and Section 6 as applicable.
“Employment Agreement” means that certain Amended and Restated Employment Agreement, dated as of July 28, 2022, by and among the Company, LiLAC Communications Inc., and the Grantee.
“Good Reason” for the Grantee to resign from his 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.
“LILAB PSU Award” has the meaning specified in the preamble to this Agreement.
“LILAB PSU Award Required Withholding Amount” has the meaning specified in Section 16 of this Agreement.
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“LILAB Unrestricted Share Award Required Withholding Amount” has the meaning specified in Section 16 of this Agreement.
“LILAB Unrestricted Share Award” has the meaning specified in the preamble to this Agreement.
“Performance Metrics” means the performance metrics applicable during the Performance Periods as set forth in Appendix A hereto.
“Performance Period” means the performance periods specified in Appendix A hereto.
“Performance Share Unit” is a Restricted Share representing the right to receive one Class B Share under the LILAB PSU Award, 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.
“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 Class B Share.
“Section 409A” means Section 409A of the Code and related Regulations and Treasury pronouncements.
“Service Period” means the period beginning immediately following the expiration of a Performance Period and ending on the Vesting Date(s) as provided in Section 4, as applicable.
“Sign-on LILAB Award” has the meaning specified under subparagraph 3.1(c) of the Employment Agreement.
“Termination of Service” means the termination for any reason of the Grantee’s provision of services to the Company 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 15(c) of this Agreement.
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“2023 LILAB PSUs” has the meaning specified in Section 4(b)(i) of this Agreement.
“2024 LILAB PSUs” has the meaning specified in Section 4(b)(ii) of this Agreement.
“Unpaid RSU Dividend Equivalents” has the meaning specified in Section 4(c) of this Agreement.
“Vesting Date” has the meaning specified in Section 4 of this Agreement.
“Vested RSU Dividend Equivalents” has the meaning specified in Section 9 of this Agreement.
2.Grant of Unrestricted Class B Shares and 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 unrestricted Class B Shares and 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 5, if the Performance Metric is not met for a Performance Period, the number of Performance Share Units otherwise scheduled to be earned with respect to such Performance Period (as specified in Appendix A hereto) shall be forfeited and the Grantee shall have no further rights hereunder to such forfeited Performance Share Units.
(b)No later than March 15 of the year immediately following the end of each Performance Period, the Committee shall certify whether the Performance Metric has been met and, if the Performance Metric has been met, all of the Performance Share Units with respect to such Performance Period shall become Earned Performance Share Units. Upon completing its determination, the Committee shall notify the Grantee, in the form and manner as determined by the Committee, of the results of its certification.
4.Vesting.
(c)All of the Class B Shares corresponding to the LILAB Unrestricted Share Award shall be fully vested on the Grant Date (such date being a Vesting Date).
(d)Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 5 of this Agreement or Section 11.1(b) of the Plan and subject to Section 4(d) and the forfeiture provisions of this Agreement, the Earned Performance Share Units corresponding to the LILAB PSU Award shall become vested in accordance with the following schedule (each date specified below being a Vesting Date):
(i)On March 15, 2023, 37.5% of the Earned Performance Share Units shall become vested (the “2023 LILAB PSUs”); and
(ii)On March 15, 2024, 62.5% of the Earned Performance Share Units shall become vested (the “2024 LILAB PSUs”).
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(e)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.
(f)Notwithstanding the foregoing, if 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 or terminates for Good Reason, then the provisions of Sections 4(a), 4(b), 4(c) and Section 5 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 of Service.
(g)Subject to the remaining provisions of this Section 5 and to Section 7, in the event of Termination of Service at any time, the Grantee shall thereupon forfeit all Performance Share Units that have not yet vested, any related Unpaid RSU Dividend Equivalents and any rights hereunder, except that if the Termination of Service is due to (i) death or Disability, (ii) termination of the Grantee by the Company or any of its Subsidiaries without Cause or (iii) resignation by the Grantee for Good Reason, then the Grantee (or the Grantee’s estate in the case of death) will vest in any previously outstanding and unvested Performance Share Units, based upon actual performance as of the date of Termination of Service, as certified by the Committee as soon as practicable following the date of Termination of Service, and in any related Unpaid RSU Dividend Equivalents as of the date of Termination of Service. Subject to the foregoing, the Performance Share Units and any related Unpaid RSU Dividend Equivalents will thereupon become vested and will be settled in accordance with Section 8 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.
(h)The Company shall have the right set forth in the Employment Agreement to require an exchange of all Class B Shares issued pursuant to this Agreement following the Date of Termination (as defined in the Employment Agreement), subject to the terms and conditions otherwise set forth in the Employment Agreement.
6.Change in Control.
(i)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
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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 all Performance Share Units corresponding to the LILAB PSU Award that are not Earned Performance Share Units at the time of the Approved Transaction, Board Change or Control Purchase and that have not otherwise been forfeited due to a Committee certification under Section 3(b) that the Performance Metric for a previously completed Performance Period has not been met, will be deemed to be Earned Performance Share Units, without regard to any Performance Metric requirement corresponding to any current or future Performance Period or Service Period vesting requirement. 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 (i) all Performance Share Units deemed Earned Performance Share Units pursuant to this Section 6(a) and any related Unpaid RSU Dividend Equivalents, and (ii) any other previously outstanding Earned Performance Share Units and any related Unpaid RSU Dividend Equivalents for which the Service Period vesting requirement has not been satisfied shall thereupon become vested and will be settled in accordance with Section 8. The provisions of this Section 6(a) are subject to Section 7.
(j)If an Approved Transaction, Board Change or Control Purchase occurs on or before the Grantee’s Termination of Service and the provisions of Section 6(a) do not apply because of the assumption or continuation of this Agreement as described therein, then the following will apply, subject to Section 7:
(i)All Performance Share Units corresponding to the LILAB PSU Award that are not Earned Performance Share Units at the time of the Approved Transaction, Board Change or Control Purchase and that have not otherwise been forfeited due to a Committee certification under Section 3(b) that the Performance Metric for a previously completed Performance Period has not been met, will be deemed to be Earned Performance Share Units, without regard to any Performance Metric requirement corresponding to any current or future Performance Period. The Grantee shall continue to be subject to the Service Period vesting requirement of, and to have the rights otherwise provided under, this Agreement with respect to such Earned Performance Share Units.
(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, resignation by the Grantee for Good Reason or termination by the Company or any of its Subsidiaries without Cause, then the Grantee (or the Grantee’s estate in the case of death) will vest as of the date of Termination of Service in all then outstanding and unvested Performance Share Units (including those Performance Share Units deemed earned pursuant to Section 6(b)(i)) and in any related Unpaid RSU Dividend Equivalents for which the Vesting Date has not yet occurred. Subject to the foregoing, the Performance Share Units and any related Unpaid RSU
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Dividend Equivalents will thereupon become vested and will be settled in accordance with Section 8 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.
7.Forfeiture.
(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 Section 5 shall be contingent upon execution by the Grantee, no later than the 60th 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)Upon forfeiture of any 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.
8.Settlement of Unrestricted Class B Shares and Performance Share Units. Except as otherwise provided in Section 5, settlement of the LILAB Unrestricted Share Award and the Performance Share Units, each of which 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 the LILAB Unrestricted Share Award shall be made in payment of Class B Shares. Except as otherwise contemplated in Section 5(b), settlement of the vested Performance Share Units shall be made in payment of Class B Shares, together with any related Unpaid RSU Dividend Equivalents, in accordance with Section 10.
9.Shareholder Rights; RSU Dividend Equivalents. The Grantee shall have no rights of a Shareholder with respect to any Class B Shares represented by any Performance Share Units unless and until such time as Class B Shares represented by vested Performance Share Units have been delivered to the Grantee in accordance with Section 8. 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.
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10.Delivery by Company. As soon as practicable after Vesting Date of the LILAB Unrestricted Share Award, and subject to the withholding referred to in Section 16 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 Class B Shares represented by such vested share award 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 Class B Shares represented by such vested share award, in book-entry form, into the broker’s account designated by the Grantee. 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 16 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 Class B 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 Class B 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 nominee.
11.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
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the foregoing will be deemed the Grantee for purposes of any applicable provisions of this Agreement.
12.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.
13.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.
14.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 Class B 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 Class B 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.
15.Restrictions Imposed by Law. Without limiting the generality of Section 11.8 of the Plan, the Company shall not be obligated to deliver any Class B Shares represented by a vested Class B Share award or 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 Class B 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 Class B Shares represented by a vested Class B Share award or 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.
16.Mandatory Withholding for Taxes.
(d) 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 the award and vesting of the LILAB Unrestricted Share Award, as determined by the Company in its sole and absolute discretion (collectively, the “LILAB Unrestricted Share Award Required Withholding Amount”), then the Grantee agrees that the Company shall withhold from the Class C Shares otherwise deliverable upon the issuance of the Commitment Award a number of shares that collectively have a Fair Market Value equal to the LILAB Unrestricted Share Award Required Withholding Amount, unless the Grantee remits the LILAB Unrestricted Share Award 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 if the Class C Shares otherwise deliverable upon the
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issuance of the Commitment Award are insufficient in number to satisfy the LILAB Unrestricted Share Award Required Withholding Amount, such amount can also be collected by deducting from cash amounts otherwise payable to the Grantee (including wages or other cash compensation). Notwithstanding any other provisions of this Agreement or the Employment Agreement, the delivery of any Class B Shares represented by the vested Class B Share award or any Class C Shares represented by the vested Commitment Award may be postponed until any required withholding taxes have been paid to the Company.
(e)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 “LILAB PSU Award Required Withholding Amount”), then the Grantee agrees that the Company shall withhold from the Class A Shares or Class C Shares represented by Awards that vest on the same Vesting Date as the 2023 LILAB PSUs or the 2024 LILAB PSUs, as applicable, and that are otherwise payable or deliverable to the Grantee upon vesting a number of Class A Shares or Class C Shares, which collectively have a Fair Market Value equal to the LILAB PSU Award Required Withholding Amount, unless the Grantee remits the LILAB PSU Award 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 LILAB PSU Award Required Withholding Amount can also be collected by deducting from (i) cash amounts otherwise payable to the Grantee (including wages or other cash compensation) or (ii) the Class B Shares represented by vested Performance Share Units and otherwise deliverable to the Grantee, provided that collection under this clause (ii) shall only apply to the extent the LILAB PSU Award Required Withholding Amount cannot be satisfied through withholding of Class A Shares or Class C Shares or timely satisfied through cash payment or withholding, in each case, pursuant to this Section. Notwithstanding any other provisions of this Agreement, the delivery of any Class B 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.
(f)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.
17.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
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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.
18.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 Awards evidenced hereby, or (iii) to reform the Awards 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.
19.Grantee Employment or Service.
(g)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.
(h)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
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of the Company or any of its Subsidiaries or any employment or service agreement or arrangement with the Grantee.
(i)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 Section 5 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 employment or service agreement, if any, will not be enhanced hereby.
(j)In the event of any inconsistency between the terms hereof, of the Employment Agreement or of the Plan and any employment, severance or other agreement with the Grantee, the terms hereof, of the Employment Agreement and of the Plan shall control.
20.Nonalienation of Benefits. Except as provided in Section 9 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.
21.Data Privacy.
(c)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”).
(d)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 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
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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 Class B Shares acquired with respect to this Award.
(e)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 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 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 Performance Share Units or other equity awards or administer or maintain such awards. Therefore, the Grantee understands that refusing or withdrawing his 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.
22.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.
23.Construction. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Appendices 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.
24.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.
25.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.
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26.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, other than the Employment Agreement. The Grantee and the Company hereby declare and represent that no promise or agreement not herein expressed or in the Employment Agreement has been made and that this Agreement and the Employment Agreement contain 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.
27.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 30 days of the Grant Date, the grant of Unrestricted Class B Shares and Performance Share Units shall be null and void.
28.280G 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 28 shall survive the settlement and termination of this Agreement.


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Signature Page to 2022 Unrestricted Share Award and Performance Share Unit Award Agreement dated as of July 28, 2022, between Liberty Latin America Ltd. and the Grantee

LIBERTY LATIN AMERICA LTD.


By: /s/ John Winter                    
Name: John Winter
Title: Chief Legal Officer and Secretary

ACCEPTED:

/s/ Balan Nair    
Grantee Name: Balan Nair    

Number of Unrestricted Class B Shares (LILAB) Awarded: 125,000

Number of Performance Share Units (LILAB) Awarded: 500,000
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Exhibit 31.1
CERTIFICATION

I, Balan Nair, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Liberty Latin America Ltd.;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
d)Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2022    

/s/ Balan Nair
Balan Nair
President and Chief Executive Officer

Exhibit 31.2
CERTIFICATION

I, Christopher Noyes, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Liberty Latin America Ltd.;
2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation; and
d)Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2022

/s/ Christopher Noyes
Christopher Noyes
Senior Vice President and Chief Financial Officer

Exhibit 32

Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)


Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Liberty Latin America Ltd. (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-Q for the period ended September 30, 2022 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of September 30, 2022 and December 31, 2021, and for the three and nine months ended September 30, 2022 and 2021.

Dated:November 8, 2022/s/ Balan Nair
Balan Nair
President and Chief Executive Officer
Dated:November 8, 2022/s/ Christopher Noyes
Christopher Noyes
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.